UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES D.AND C.EXCHANGE ~~20549~~COMMISSION

~~FORM 10-Q~~ Washington, D. C. 20549

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934~~FORM 10-Q

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~March 31,~~SECTION ~~2012~~13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the quarterly period ended June 30, 2012

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

~~Commission~~¨ ~~File~~TRANSITION ~~Number:~~REPORT ~~333-88242~~PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~JACOBS ENTERTAINMENT,~~Commission ~~INC.~~File Number: 333-88242

~~(Exact~~JACOBS ENTERTAINMENT, ~~name~~INC. ~~of registrant as specified in its charter)~~

Delaware		34-1959351
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
17301 West Colfax Ave., Suite 250,
Golden, Colorado		80401
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (303) 215-5200


Delaware		34-1959351
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

17301 West Colfax Ave., Suite 250,
Golden, Colorado		80401
(Address of principal executive offices)		(Zip Code)

~~Indicate~~Registrant’s bytelephone ~~check~~number, ~~mark~~including ~~whether~~area ~~the~~code ~~registrant~~ (1303) ~~has~~215-5200 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 x No ¨

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or ~~to Rule 405~~ 15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~ filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate Web site, aif ~~non-accelerated~~any, ~~filer~~every orInteractive aData ~~smaller~~File required ~~reporting~~to ~~company.~~be ~~See~~submitted ~~the~~and ~~definitions~~posted pursuant to Rule 405 of ~~“large~~Regulation ~~accelerated filer,”~~S-T ~~“accelerated~~(§232.405 ~~filer”~~of ~~and~~this ~~“smaller~~chapter) ~~reporting~~during ~~company”~~the inpreceding ~~Rule 12b-2~~12 ofmonths (or for such shorter period that the ~~Exchange~~registrant ~~Act~~was required to submit and post such files). Yes x No ¨

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ¨a ~~Non~~non-accelerated filer xor ~~(Do~~a ~~not~~smaller ~~check~~reporting ifcompany. aSee the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company)” ~~Smaller~~in ~~reporting~~Rule 12b-2 ~~company~~of ¨the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~filer ~~registrant~~¨ isNon-accelerated afiler ~~shell~~x ~~company~~ (asDo ~~defined~~not incheck ~~Rule 12b-2~~if ofa ~~the~~smaller ~~Exchange Act~~reporting company)~~. Yes ¨ No x~~ Smaller reporting company ¨

Indicate ~~the~~by ~~number~~check ofmark ~~shares~~whether ~~outstanding of each of~~ the registrant’s ~~classes~~is ofa ~~common~~shell ~~stock,~~company (as ofdefined ~~the~~in ~~latest~~Rule 12b-2 ~~practicable~~of ~~date~~the Exchange Act). Yes ¨ No x

Class		Outstanding as of May 14, 2012
Class A Common Stock, $.01 par value		1,320 shares
Class B Common Stock, $.01 par value		180 shares

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Jacobs Entertainment, Inc.


Class		Outstanding as of August 13, 2012
Class A Common Stock, $.01 par value		1,320 shares
Class B Common Stock, $.01 par value		180 shares

IndexTable of Contents

~~March 31~~Jacobs Entertainment, Inc. ~~2012~~

PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements:	3
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011	3
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2012 and 2011	4
	Unaudited Condensed Consolidated Statements of Stockholder’s Equity for the three months ended March 31, 2012 and 2011	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION	34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36
EXHIBIT INDEX		37

Index

2June 30, 2012

Part I. FINANCIAL INFORMATION


PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements:	3
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	3
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011	4
	Unaudited Condensed Consolidated Statements of Stockholder’s Equity for the six months ended June 30, 2012 and 2011	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
SIGNATURES		43
EXHIBIT INDEX		44

~~Item~~2 ~~1. Financial Statements.~~

JACOBSTable ENTERTAINMENT,of INC. Contents

~~UNAUDITED~~Part I. ~~CONDENSED~~FINANCIAL ~~CONSOLIDATED~~INFORMATION ~~BALANCE SHEETS~~

~~March 31,~~Item ~~2012~~1. ~~and~~Financial ~~December 31, 2011~~ Statements.

~~(Dollars~~JACOBS inENTERTAINMENT, ~~Thousands)~~INC.

	March 31,2012			December 31,2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,309		$	25,227
Restricted cash		2,303			1,212
Accounts receivable, net		3,669			3,222
Due from affiliates		1,552			1,098
Inventory		3,899			3,860
Other current assets		3,964			2,912
Total current assets		43,696			37,531
PROPERTY, PLANT AND EQUIPMENT:
Land and improvements		66,777			66,777
Building and improvements		202,482			202,440
Equipment, furniture and fixtures		111,715			110,486
Leasehold improvements		3,232			3,232
Construction in progress		2,300			715
		386,506			383,650
Less accumulated depreciation		(159,198	)		(154,967	)
Property, plant and equipment, net		227,308			228,683
OTHER NONCURRENT ASSETS:
Goodwill		48,728			48,728
Identifiable intangible assets, net		8,801			8,509
Debt issue costs, net		2,847			2,826
Investment in equity securities		3,995			1,521
Other assets		2,600			2,024
TOTAL	$	337,975		$	329,822
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	9,711		$	8,277
Accrued expenses		23,687			18,418
Due to affiliates		406			1,203
Current portion of long-term debt and capital lease obligations		12,253			12,279
Total current liabilities		46,057			40,177
Long-term debt and capital lease obligations		271,428			272,463
Other noncurrent liabilities		1,227			1,211
Total liabilities		318,712			313,851
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDER’S EQUITY:
Class A Common stock, $.01 par value; 1,800 shares authorized, 1,320 shares issued and outstanding as of March 31, 2012 and December 31, 2011		—			—
Class B Common stock, $.01 par value; 200 shares authorized, 180 shares issued and outstanding as of March 31, 2012 and December 31, 2011		—			—
Additional paid-in capital		36,914			37,914
Accumulated deficit		(17,651	)		(21,943	)
Total stockholder’s equity		19,263			15,971
TOTAL	$	337,975		$	329,822

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

~~See~~(Dollars ~~notes~~in toThousands) ~~unaudited condensed consolidated financial statements.~~


	June 30, 2012			December 31, 2011 (As adjusted, see Note 7)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,184		$	25,397
Restricted cash		4,539			1,225
Accounts receivable, net		3,556			3,297
Due from affiliates		80			225
Inventory		3,728			3,994
Other current assets		4,429			2,934

Total current assets		44,516			37,072

PROPERTY, PLANT AND EQUIPMENT:
Land and improvements		67,783			67,638
Building and improvements		204,770			204,330
Equipment, furniture and fixtures		114,839			111,063
Leasehold improvements		2,933			3,232
Construction in progress		1,686			715

		392,011			386,978
Less accumulated depreciation		(163,549	)		(156,056	)

Property, plant and equipment, net		228,462			230,922

OTHER NONCURRENT ASSETS:
Goodwill		50,844			50,844
Identifiable intangible assets, net		8,691			8,675
Debt issue costs, net		2,595			2,826
Investment in equity securities		3,865			1,521
Other assets		2,641			2,025

TOTAL	$	341,614		$	333,885

LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable	$	8,699		$	8,345
Accrued expenses		19,777			18,661
Due to affiliates		695			5,446
Current portion of long-term debt and capital lease obligations		579			13,306

Total current liabilities		29,750			45,758

Long-term debt and capital lease obligations		292,249			286,066
Other noncurrent liabilities		1,240			1,211

Total liabilities		323,239			333,035

COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDER’S EQUITY:
Class A Common stock $.01 par value; 1,800 shares authorized, 1,320 shares issued and outstanding as of June 30, 2012 and December 31, 2011		—			—
Class B Common stock $.01 par value; 200 shares authorized, 180 shares issued and outstanding as of June 30, 2012 and December 31, 2011		—			—
Additional paid-in capital		50,378			39,269
Accumulated deficit		(32,003	)		(38,419	)

Total stockholder’s equity		18,375			850

TOTAL	$	341,614		$	333,885

~~JACOBS~~See ~~ENTERTAINMENT,~~notes ~~INC~~to unaudited condensed consolidated financial statements.

~~UNAUDITED~~3 ~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

ForTable theof Three Months Ended March 31, 2012 and 2011 Contents

~~(Dollars~~JACOBS inENTERTAINMENT, ~~Thousands)~~INC.

	Three Months EndedMarch 31,
	2012			2011(As adjusted,see Note 7)
REVENUES
Gaming:
Casino	$	36,837		$	36,094
Truck stop		20,157			19,508
Pari-mutuel		6,745			6,382
Food and beverage		7,148			7,077
Convenience store – fuel		31,069			26,689
Convenience store – other		3,717			3,344
Hotel		850			752
Other		1,436			1,247
Total revenues		107,959			101,093
Less: Promotional allowances		(9,691	)		(9,250	)
Net revenues		98,268			91,843
COSTS AND EXPENSES
Gaming:
Casino		12,657			12,462
Truck stop		11,118			11,256
Pari-mutuel		5,147			4,850
Food and beverage		3,333			3,330
Convenience store – fuel		30,058			25,642
Convenience store – other		5,116			4,390
Hotel		166			162
Marketing, general and administrative		17,330			16,073
Unrealized gain on change in fair value of investment in equity securities		(2,474	)		(480	)
Depreciation and amortization		5,061			5,605
Total costs and expenses		87,512			83,290
OPERATING INCOME		10,756			8,553
Interest income		12			12
Interest expense		(6,476	)		(6,790	)
NET INCOME		4,292			1,775
Net income of subsidiary attributable to the noncontrolling interest		—			(4	)
NET INCOME ATTRIBUTABLE TO JACOBS ENTERTAINMENT, INC.	$	4,292		$	1,771

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~See~~(Dollars ~~notes~~in toThousands) ~~unaudited condensed consolidated financial statements.~~


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011 (As adjusted, see Note 7)			2012			2011 (As adjusted, see Note 7)
REVENUES
Gaming:
Casino	$	36,501		$	36,682		$	73,338		$	72,776
Truck stop		19,015			18,822			40,149			39,244
Pari-mutuel		7,780			7,779			14,525			14,161
Food and beverage		7,486			7,459			14,714			14,595
Convenience store — fuel		30,935			32,452			62,095			59,202
Convenience store — other		4,093			3,852			7,908			7,289
Hotel		1,137			1,040			1,987			1,792
Other		1,737			1,626			3,182			2,883

Total revenues		108,684			109,712			217,898			211,942
Less: Promotional allowances		(9,471	)		(9,399	)		(19,225	)		(18,692	)

Net revenues		99,213			100,313			198,673			193,250

COSTS AND EXPENSES
Gaming:
Casino		12,503			12,579			25,160			25,041
Truck stop		11,039			11,191			22,652			22,953
Pari-mutuel		6,355			6,204			11,502			11,054
Food and beverage		3,791			3,859			7,202			7,255
Convenience store — fuel		29,029			30,435			59,131			56,097
Convenience store — other		5,228			5,094			10,531			9,633
Hotel		226			236			392			398
Marketing, general and administrative		17,513			16,535			34,953			32,706
Unrealized loss (gain) on change in fair value of investment in equity securities		130			(333	)		(2,344	)		(813	)
Impairment of long-lived assets		—			10,065			—			10,065
Depreciation and amortization		4,798			5,704			9,913			11,378

Total costs and expenses		90,612			101,569			179,092			185,767

OPERATING INCOME (LOSS)		8,601			(1,256	)		19,581			7,483
Interest income		—			5			11			17
Interest expense		(6,439	)		(6,910	)		(13,176	)		(14,087	)

NET INCOME (LOSS)		2,162			(8,161	)		6,416			(6,587	)

Net income of subsidiary attributable to the noncontrolling interest		—			(9	)		—			(13	)

NET INCOME (LOSS) ATTRIBUTABLE TO JACOBS ENTERTAINMENT, INC.	$	2,162		$	(8,170	)	$	6,416		$	(6,600	)

~~JACOBS~~See ~~ENTERTAINMENT,~~notes ~~INC~~to unaudited condensed consolidated financial statements.

~~UNAUDITED~~4 ~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY~~

ForTable theof Three Months Ended March 31, 2012 and 2011 Contents

~~(Dollars~~JACOBS inENTERTAINMENT, ~~Thousands)~~INC.

	Common Stock
	Class AShares		Class BShares		Amount*		AdditionalPaid-inCapital			AccumulatedDeficit			NoncontrollingInterest		Total
BALANCES, JANUARY 1, 2012		1,320		180	$	—	$	37,914		$	(21,943	)	$	—	$	15,971
Distributions								(1,000	)							(1,000	)
Net income											4,292			—		4,292
BALANCES, MARCH 31, 2012		1,320		180	$	—	$	36,914		$	(17,651	)	$	—	$	19,263

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

	Common Stock
	Class AShares		Class BShares		Amount*		AdditionalPaid-inCapital			AccumulatedDeficit			NoncontrollingInterest			Total
BALANCES, JANUARY 1, 2011 (As adjusted, see Note 7)		1,320		180	$	—	$	32,522		$	(16,322	)	$	1,329		$	17,529
Capital contributions								20,913									20,913
Distributions								(15,723	)								(15,723	)
Acquisition of noncontrolling interest														(623	)		(623	)
Net income (As adjusted, see Note 7)											1,771			4			1,775
BALANCES, MARCH 31, 2011 (As adjusted, see Note 7)		1,320		180	$	—	$	37,712		$	(14,551	)	$	710		$	23,871

(Dollars in Thousands)

* The par value amount of the Jacobs Entertainment, Inc. 1,320 shares of Class A common stock and 180 shares of Class B common stock outstanding for the periods presented is less than $500 and is therefore presented as $0 due to rounding.


	Common Stock
	Class A Shares		Class B Shares		Amount*		Additional Paid-in Capital			Accumulated Deficit			Noncontrolling Interest			Total
BALANCES, JANUARY 1, 2012 (As adjusted, see Note 7)		1,320		180	$	—	$	39,269		$	(38,419	)	$	—		$	850
Capital contributions								18,210									18,210
Distributions								(7,101	)								(7,101	)
Net income											6,416						6,416

BALANCES, JUNE 30, 2012		1,320		180	$	—	$	50,378		$	(32,003	)	$	—		$	18,375


	Common Stock
	Class A Shares		Class B Shares		Amount*		Additional Paid-in Capital			Accumulated Deficit			Noncontrolling Interest			Total
BALANCES, JANUARY 1, 2011 (As adjusted, see Note 7)		1,320		180	$	—	$	33,814		$	(29,837	)	$	1,329		$	5,306
Capital contributions								20,943									20,943
Distributions								(15,723	)								(15,723	)
Acquisition of noncontrolling interest														(623	)		(623	)
Net (loss) income (As adjusted, see Note 7)											(6,600	)		13			(6,587	)

BALANCES, JUNE 30, 2011 (As adjusted, see Note 7)		1,320		180	$	—	$	39,034		$	(36,437	)	$	719		$	3,316

~~See~~* ~~notes~~The topar ~~unaudited~~value ~~condensed consolidated~~amount ~~financial~~of ~~statements~~the Jacobs Entertainment, Inc. 1,320 shares of Class A common stock and 180 shares of Class B common stock outstanding for the periods presented is less than $500 and is therefore presented as $0 due to rounding.

5See notes to unaudited condensed consolidated financial statements.

~~JACOBS~~5 ~~ENTERTAINMENT, INC.~~

UNAUDITEDTable CONDENSEDof CONSOLIDATED STATEMENTS OF CASH FLOWS Contents

~~For~~JACOBS ~~the Three Months Ended March 31~~ENTERTAINMENT, ~~2012~~INC. ~~and 2011~~

~~(Dollars~~UNAUDITED inCONDENSED ~~Thousands)~~CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months EndedMarch 31,
	2012			2011(As adjusted,see Note 7)
OPERATING ACTIVITIES:
Net income	$	4,292		$	1,775
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,061			5,605
Unrealized gain on change in fair value of investment in equity securities		(2,474	)		(480	)
Loss (gain) on sale of equipment		41			(33	)
Deferred financing cost amortization		551			588
Changes in operating assets and liabilities, net of acquisitions:
Restricted cash		(1,091	)		(1,044	)
Accounts receivable, net		(447	)		(775	)
Inventory		(39	)		128
Other assets		(1,628	)		(195	)
Accounts payable		2,113			(216	)
Accrued expenses and other noncurrent liabilities		5,269			6,707
Due from/to affiliates		(1,251	)		(870	)
Net cash provided by operating activities		10,397			11,190
INVESTING ACTIVITIES:
Additions to property, plant and equipment		(4,029	)		(4,634	)
Proceeds from sale of equipment		8			79
Purchases of device rights		(661	)		(1,217	)
Acquisition of noncontrolling interest		—			(1,243	)
Net cash used in investing activities		(4,682	)		(7,015	)
FINANCING ACTIVITIES:
Payments to obtain financing		(572	)		—
Proceeds from issuance of debt		—			800
Borrowings on revolving line of credit		4,000			16,800
Payments on long-term debt		(161	)		(958	)
Payments on revolving line of credit		(4,900	)		(5,500	)
Distributions to stockholder		(1,000	)		(14,407	)
Net cash used in financing activities		(2,633	)		(3,265	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		3,082			910
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		25,227			24,705
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	28,309		$	25,615
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	1,132		$	995
Non-cash investing and financing activities:
Capital contributions related to liabilities paid by affiliate	$	—		$	20,913
Capital distributions related to assets retained by affiliate	$	—		$	1,316
Non-cash additions to property	$	1,273		$	466

(Dollars in Thousands)

See notes to unaudited condensed consolidated financial statements.


	Six Months Ended June 30,
	2012			2011 (As adjusted, see Note 7)
OPERATING ACTIVITIES:
Net income (loss)	$	6,416		$	(6,587	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		9,913			11,378
Impairment of long-lived assets		—			10,065
Unrealized gain on change in fair value of investment in equity securities		(2,344	)		(813	)
Loss (gain) on sale of equipment		294			(7	)
Deferred financing cost amortization		834			1,166
Changes in operating assets and liabilities, net of acquisitions:
Restricted cash		(3,314	)		(3,387	)
Accounts receivable, net		(259	)		(1,193	)
Inventory		266			(55	)
Other assets		(2,111	)		(1,210	)
Accounts payable		1,593			1,698
Accrued expenses and other noncurrent liabilities		1,172			2,150
Due from/to affiliates		(657	)		(401	)

Net cash provided by operating activities		11,803			12,804

INVESTING ACTIVITIES:
Additions to property, plant and equipment		(8,205	)		(8,102	)
Proceeds from sale of equipment		55			116
Purchases of device rights		(698	)		(1,259	)
Purchase of trademark		(125	)		—
Acquisition of noncontrolling interest		—			(1,243	)

Net cash used in investing activities		(8,973	)		(10,488	)

FINANCING ACTIVITIES:
Payments to obtain financing		(603	)		—
Proceeds from issuance of debt		5,000			800
Borrowings on revolving line of credit		27,000			30,800
Payments on long-term debt		(12,439	)		(1,471	)
Payments on revolving line of credit		(11,900	)		(14,300	)
Distributions to stockholder		(7,101	)		(14,407	)

Net cash (used in) provided by financing activities		(43	)		1,422

NET INCREASE IN CASH AND CASH EQUIVALENTS		2,787			3,738
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		25,397			24,868

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	28,184		$	28,606

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	12,627		$	12,728

Non-cash investing and financing activities:
Capital contributions related to liabilities paid by affiliate	$	18,210		$	20,943

Capital distributions related to assets retained by affiliate	$	—		$	1,316

Non-cash additions to property	$	727		$	488

6See notes to unaudited condensed consolidated financial statements.

~~JACOBS~~6 ~~ENTERTAINMENT, INC.~~

NOTESTable TOof UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Contents

~~(DOLLARS~~JACOBS INENTERTAINMENT, ~~THOUSANDS)~~INC.

1.NOTES ~~BUSINESS~~TO ~~AND~~UNAUDITED ~~ORGANIZATION~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Jacobs Entertainment, Inc.~~ (~~“JEI,”~~DOLLARS ~~the~~IN ~~“Company,” “us,” “our,” or “we”~~THOUSANDS) was formed on April 17, 2001 to become a geographically diversified gaming and pari-mutuel wagering company with properties in Colorado, Nevada, Louisiana, and Virginia. We are a wholly-owned subsidiary of Jacobs Investments, Inc. (“JII”) and a Qualified Subchapter S-Corporation Subsidiary under the Internal Revenue Code of 1986, as amended. Jeffrey P. Jacobs, our Chief Executive Officer (“CEO”), and his family trusts own 100% of JII’s outstanding Class A and Class B shares. Our CEO and his affiliates are referred to herein as “Jacobs.”

~~We currently own and operate five casinos through wholly-owned subsidiaries~~1. ~~Our~~BUSINESS ~~casinos~~AND include The Lodge Casino at Black Hawk (“The Lodge”) and the Gilpin Hotel Casino (“Gilpin”), both in Black Hawk, Colorado, the Gold Dust West in Reno, Nevada (“Gold Dust West-Reno”), the Gold Dust West in Carson City, Nevada (“Gold Dust West-Carson City”) and the Gold Dust West in Elko, Nevada (“Gold Dust West-Elko”). JEI also owns and operates 21 video poker truck stops in Louisiana, which are collectively referred to as “truck stops.” We also receive a percentage of gaming revenue from an additional truck stop. Finally, JEI owns and operates a horse racing track with ten satellite wagering facilities in Virginia through a wholly-owned subsidiary, Colonial Holdings, Inc. (“Colonial”). ORGANIZATION

~~During~~Jacobs ~~2011~~Entertainment, Inc. we(“JEI,” the “Company,” “us,” “our,” or ~~completed~~“we”) ~~several~~was ~~related~~formed ~~party~~on ~~acquisitions~~April 17, ~~which~~2001 ~~were~~to ~~accounted~~become ~~for~~a asgeographically ~~combinations~~diversified ofgaming ~~entities~~and ~~under~~pari-mutuel ~~common~~wagering ~~control.~~company ~~Accordingly,~~with ~~the~~properties ~~accompanying~~in ~~unaudited~~Colorado, ~~condensed~~Nevada, ~~consolidated~~Louisiana ~~financial~~and ~~statements~~Virginia. ~~have~~We ~~been~~are ~~retroactively~~a ~~adjusted~~wholly-owned tosubsidiary ~~include~~of Jacobs Investments, Inc. (“JII”) and a Qualified Subchapter S-Corporation Subsidiary under the ~~operations~~Internal Revenue Code of ~~these~~1986, ~~businesses~~as ~~from~~amended. ~~January 1~~Jeffrey P. Jacobs, ~~2011~~our Chief Executive Officer (“CEO”), and his family trusts own 100% of JII’s outstanding Class A and Class B shares. ~~See~~Our ~~Note~~CEO 7and his affiliates are referred to herein as “Jacobs.”

2We currently own and operate five casinos through wholly-owned subsidiaries. ~~SUMMARY~~Our OFcasinos ~~SIGNIFICANT~~include ~~ACCOUNTING~~The ~~POLICIES~~Lodge Casino at Black Hawk (“The Lodge”) and the Gilpin Hotel Casino (“Gilpin”), both in Black Hawk, Colorado, the Gold Dust West in Reno, Nevada (“Gold Dust West-Reno”), the Gold Dust West in Carson City, Nevada (“Gold Dust West-Carson City”) and the Gold Dust West in Elko, Nevada (“Gold Dust West-Elko”). JEI also owns and operates 22 video poker truck stops in Louisiana, which are collectively referred to as “truck stops.” We also receive a percentage of gaming revenue from an additional truck stop. Finally, JEI owns and operates a horse racing track with ten satellite wagering facilities in Virginia through a wholly-owned subsidiary, Colonial Holdings, Inc. (“Colonial”).

~~Unaudited~~During ~~Condensed Consolidated Financial Statements – The accompanying unaudited condensed~~2012 ~~consolidated~~and ~~financial statements reflect all adjustments~~2011, ~~consisting~~we ~~only~~completed ofseveral ~~normal~~related ~~recurring~~party ~~adjustments,~~acquisitions which ~~are~~were ~~necessary~~accounted for aas ~~fair~~combinations ~~presentation~~ of ~~our~~entities ~~financial~~under ~~position~~common ascontrol. ~~of March 31~~Accordingly, ~~2012 and December 31, 2011, and~~ the ~~results of~~accompanying ~~our~~unaudited ~~operations,~~condensed ~~cash~~consolidated ~~flows~~financial ~~and~~statements ~~changes~~have inbeen ~~stockholder’s~~retroactively ~~equity~~adjusted to ~~for~~include the ~~three~~operations ~~months~~of ~~ended~~these ~~March~~businesses from January 311, ~~2012 and~~ 2011. ~~All~~See ~~intercompany~~Note ~~transactions and balances have been eliminated in consolidation~~7. ~~We have evaluated subsequent events through the date on which the financial statements are issued.~~

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto in our Form 10-K report for the year ended December 31, 2011 filed with the United States Securities and Exchange Commission. Our significant accounting policies are discussed in detail in Note 2 ~~to the financial statements contained in our Form 10-K report~~. ~~The~~SUMMARY ~~results~~OF ofSIGNIFICANT ~~interim~~ACCOUNTING ~~periods are not necessarily indicative of the results to be expected for the year ending December 31, 2012.~~ POLICIES

~~New~~Unaudited ~~Accounting~~Condensed ~~Guidance~~Consolidated –Financial InStatements ~~May~~– ~~2011,~~The accompanying ~~the~~unaudited ~~Financial~~condensed ~~Accounting~~consolidated ~~Standards Board~~financial ~~(“FASB”)~~statements ~~issued~~reflect ~~Accounting~~all ~~Standards Update No. 2011-04~~adjustments, ~~Fair~~consisting ~~Value~~only ~~Measurement:~~of ~~Amendments~~normal torecurring ~~Achieve~~adjustments, ~~Common~~which ~~Fair~~are ~~Value~~necessary ~~Measurement~~for ~~and~~a ~~Disclosure~~fair ~~Requirements~~presentation inof ~~U.S.~~our ~~GAAP~~financial ~~and~~position ~~IFRSs~~as ~~(“ASU~~of ~~2011-04”)~~June 30, ~~which~~2012 and ~~provides~~December 31, ~~amendments to FASB Accounting Standards Codification (“ASC”) Topic 820~~2011, ~~Fair~~the ~~Value~~results ~~Measurement. The objective~~ of ~~ASU~~our ~~2011-04~~operations isfor tothe ~~create~~three ~~common fair value measurement~~ and ~~disclosure~~six ~~requirements~~months ~~between~~ended ~~GAAP and International Financial Reporting Standards (“IFRS”).~~June ~~The~~30, ~~amendments~~2012 ~~clarify existing fair value measurement~~ and ~~disclosure~~2011, ~~requirements~~ and ~~make~~ changes toin ~~particular~~stockholder’s ~~principles~~equity orand ~~requirements~~cash flows for ~~measuring~~the orsix ~~disclosing~~months ~~information about~~ended ~~fair~~June 30, ~~value~~2012 ~~measurements. ASU~~and 2011~~-04~~. ~~was~~All ~~effective~~intercompany transactions ~~for interim~~ and ~~annual~~balances ~~periods~~have ~~beginning~~been ~~after~~eliminated ~~December 15,~~in ~~2011~~consolidation. We ~~adopted~~have ~~this~~evaluated ~~standard~~subsequent ~~effective~~events ~~January 1,~~through ~~2012,~~the ~~which~~date ~~did not have an impact~~ on ~~our~~which ~~unaudited condensed~~the ~~consolidated~~ financial statements ~~other~~are ~~than additional disclosures~~issued.

InThe ~~June~~accompanying ~~2011,~~unaudited ~~the~~condensed ~~FASB~~consolidated ~~issued~~financial ~~Accounting Standards~~statements ~~Update~~should ~~No. 2011-05,~~be ~~Comprehensive~~read ~~Income:~~in ~~Presentation~~conjunction ofwith ~~Comprehensive~~our ~~Income~~consolidated ~~(“ASU~~financial ~~2011-05”),~~statements ~~which~~and ~~provides~~notes ~~amendments~~thereto toin ~~FASB~~our ~~ASC Topic 220, Comprehensive Income.~~Form ~~The~~10-K ~~objective~~report offor ~~ASU~~the ~~2011-05 is to~~year ~~require~~ended anDecember 31, ~~entity~~2011 tofiled ~~present~~with the ~~total~~U.S. ofSecurities ~~comprehensive~~and ~~income,~~Exchange ~~the~~Commission. ~~components~~Our ofsignificant ~~net~~accounting ~~income~~policies ~~and~~are ~~the~~discussed ~~components~~in ofdetail ~~other comprehensive income either~~ in aNote ~~single~~2 ~~continuous~~to ~~statement~~the offinancial ~~comprehensive~~statements ~~income~~contained or in ~~two~~our ~~separate~~Form 10-K ~~but consecutive statements~~report. ~~ASU~~ ~~2011-05~~The ~~eliminates~~results ~~the~~of ~~option~~interim periods toare ~~present~~not ~~the~~necessarily ~~components~~indicative of ~~other~~the ~~comprehensive~~results ~~income~~to asbe ~~part~~expected offor the ~~statement~~year ofending ~~equity.~~December ~~ASU~~31, ~~2011-05~~2012. ~~is effective for~~

7New Accounting Guidance – In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which provides amendments to FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement. The objective of ASU 2011-04 is to create common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”). The amendments clarify existing fair value measurement and disclosure requirements and make changes to particular principles or requirements for measuring or disclosing information about fair value measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. We adopted this standard effective January 1, 2012, which did not have an impact on our unaudited condensed consolidated financial statements other than requiring additional disclosures.

~~interim and annual periods beginning after December 15, 2011 and is to be applied retrospectively.~~ In ~~December~~June 2011, the FASB issued Accounting Standards Update No. 2011-1205, Comprehensive Income: ~~Deferral~~Presentation of ~~the~~Comprehensive ~~Effective~~Income ~~Date~~(“ASU ~~for~~2011-05”), ~~Amendments~~which toprovides ~~the~~amendments ~~Presentation~~to ofFASB ~~Reclassifications~~ASC ofTopic ~~Items~~220, ~~Out of Accumulated Other~~ Comprehensive Income. The inobjective ~~Accounting~~of ~~Standards~~ASU ~~Update No.~~ 2011-05 ~~(“ASU~~is ~~2011-12”), which~~to ~~defers~~require ~~the~~an ~~effective~~entity ~~date~~to ofpresent ~~changes~~the intotal of ~~ASU~~comprehensive ~~2011-05~~income, ~~that relate to~~ the ~~presentation~~components of ~~reclassification~~net ~~adjustments~~income ~~out~~and ofthe ~~accumulated~~components of other comprehensive income~~. The~~ ~~amendments~~either in ~~this~~a ~~update~~single ~~are~~continuous ~~effective~~statement atof ~~the~~comprehensive ~~same~~income ~~time~~or asin ~~the amendments~~two inseparate but consecutive statements. ASU 2011-05~~. The~~ ~~adoption~~eliminates ofthe option ~~this~~to ~~guidance~~present ~~will~~the ~~only~~components ~~impact~~of ~~our~~other ~~unaudited~~comprehensive ~~condensed~~income ~~consolidated~~as ~~financial~~part ~~statements~~of ifthe westatement ~~have~~of ~~components~~equity. ASU of2011-05 ~~comprehensive~~is ~~income~~effective ~~besides~~for ~~net~~interim ~~income~~and inannual ~~the~~periods ~~future.~~beginning ~~Therefore~~after December 15, no2011 ~~statement~~and ~~of comprehensive~~is ~~income~~to ~~has~~be ~~been~~applied ~~included~~retrospectively. In December 2011,

In7 December 2011, the FASB issued Accounting Standards Update No. 2011-11, Balance Sheet: Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). The objective of ASU 2011-11 is to require an entity to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. ASU 2011-11 is effective for interim and annual reporting periods beginning on or after January 1, 2013 and should be applied retrospectively. The adoption of this standard will not have an impact on our unaudited condensed consolidated financial statements.

3.Table GOODWILLof AND IDENTIFIABLE INTANGIBLE ASSETSContents

We the ~~test~~FASB ~~goodwill~~issued ~~for~~Accounting ~~impairment~~Standards asUpdate ~~of September~~No. 302011-12, ~~each~~Comprehensive ~~year~~Income: orDeferral ~~when~~of ~~circumstances indicate it is necessary. Testing compares~~ the ~~estimated~~Effective ~~fair~~Date ~~values~~for ofAmendments ~~our reporting units~~ to the ~~reporting~~Presentation ~~units’~~of ~~carrying~~Reclassifications ~~value.~~of WeItems ~~consider~~Out ~~a variety~~ of Accumulated ~~factors~~Other ~~when~~Comprehensive ~~estimating~~Income ~~the~~in ~~fair~~Accounting ~~value~~Standards ofUpdate ~~our~~No. 2011-05 ~~reporting~~(“ASU ~~units~~2011-12”), ~~including~~which ~~estimates~~defers ~~about~~ the ~~future~~effective ~~operating results~~date of ~~each~~changes ~~reporting~~in ~~unit,~~ASU ~~multiples~~2011-05 ofthat ~~EBITDA~~relate ~~(earnings~~to ~~before~~the ~~interest,~~presentation ~~income~~of ~~taxes,~~reclassification ~~depreciation~~adjustments ~~and~~out ~~amortization), investment banker market analyses, and recent sales~~ of accumulated ~~comparable~~other ~~business~~comprehensive ~~units, if such information is available to us~~income. The ~~A variety~~amendments ofin ~~estimates~~this ~~and~~update ~~judgments~~are ~~about~~effective at the ~~relevance~~same ~~and~~time ~~comparability~~as ~~of these factors to~~ the ~~reporting~~amendments ~~units~~in ~~are~~ASU ~~made~~2011-05. ~~As of September~~ ~~30,~~The ~~2011,~~adoption ~~we believe the carrying value~~ of ~~the~~this ~~goodwill~~guidance ~~held~~will inonly impact our ~~reporting~~unaudited ~~units~~condensed ~~was~~consolidated ~~not~~financial ~~impaired and~~statements ~~there~~if we have ~~been~~components noof ~~circumstances~~comprehensive ~~subsequently~~income tobesides ~~indicate~~net ~~any~~income ~~additional~~in ~~impairment~~the ~~testing is required~~future. ~~There~~Therefore, ~~has been~~ no ~~change~~statement inof ~~the~~comprehensive ~~carrying~~income ~~amount~~has ofbeen ~~goodwill during 2012~~included.

In ~~addition~~December 2011, asthe ofFASB ~~March~~issued Accounting Standards Update No. 312011-11, ~~2012,~~Balance weSheet: ~~have~~Disclosures ~~reassessed~~about ~~the~~Offsetting ~~useful~~Assets ~~lives~~and Liabilities (“ASU 2011-11”). The objective of ~~our~~ASU ~~identifiable~~2011-11 ~~intangible~~is ~~assets~~to ~~without~~require ~~any~~an ~~change~~entity to provide enhanced disclosures that will enable users of its financial statements to evaluate the ~~previously~~effect ~~established~~or ~~amortization~~potential effect of netting arrangements on an entity’s financial position. ASU 2011-11 is effective for interim and annual reporting periods beginning on or after January 1, 2013 and should be applied retrospectively. The adoption of ~~such~~this ~~assets~~standard will not have an impact on our unaudited condensed consolidated financial statements.

~~Identifiable~~3. ~~intangible~~GOODWILL ~~assets~~AND asIDENTIFIABLE ofINTANGIBLE ~~March 31, 2012 and December 31, 2011, consisted of the following:~~ ASSETS

	Weighted		March 31, 2012						December 31, 2011
	AverageRemainingLife (in years)		GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount		GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount
Amortizable intangible assets:
Revenue rights		39.75	$	6,000	$	1,230	$	4,770	$	6,000	$	1,200	$	4,800
Device use rights		2.50		12,163		8,447		3,716		12,161		8,787		3,374
Restriction agreements		4.55		743		428		315		743		408		335
Total			$	18,906	$	10,105	$	8,801	$	18,904	$	10,395	$	8,509

We test goodwill for impairment as of September 30 each year or when circumstances indicate it is necessary. Testing compares the estimated fair values of our reporting units to the reporting units’ carrying value. We consider a variety of factors when estimating the fair value of our reporting units, including estimates about the future operating results of each reporting unit, multiples of EBITDA (earnings before interest, income taxes, depreciation and amortization), investment banker market analyses, and recent sales of comparable business units, if such information is available to us. A variety of estimates and judgments about the relevance and comparability of these factors to the reporting units are made. As of September 30, 2011, prior to our acquisition from a related party (see Note 7), we determined the carrying value of the goodwill at one of our video poker truck stops was impaired. Consequently, we recorded a goodwill impairment charge of $2,177 during the third quarter of 2011. There have been no circumstances subsequently to indicate any additional impairment testing is required. There has been no change in the carrying amount of goodwill during 2012.

~~Aggregate~~During ~~amortization~~the ~~expense~~second quarter of 2012, ~~identifiable~~we ~~intangible~~purchased ~~assets~~a ~~was~~trademark ~~$369~~from ~~and~~a ~~$389~~third party for $125. The trademark is an indefinite-lived intangible asset. We will test the ~~three~~trademark ~~months ended~~for ~~March~~impairment as of September ~~31,~~30 ~~2012~~each ~~and~~year ~~2011,~~or ~~respectively.~~when circumstances indicate it is necessary.

~~Estimated~~Identifiable ~~amortization~~intangible ~~expense~~assets ~~for~~as ~~the~~of ~~years~~June 30, ~~ending~~2012 and December 31, 2011, consist of the following:

2012 (remaining 9 months)	$	1,186
			June 30, 2012						December 31, 2011 (As adjusted, see Note 7)
2013		1,172
	WeightedAverageRemainingLife (inyears)		GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount		GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount
2014		942
Amortizable intangible assets:
2015		846
Revenue rights		39.50	$	6,000	$	1,260	$	4,740	$	6,000	$	1,200	$	4,800
2016		454
Device use rights		2.65		12,597		9,111		3,486		12,573		9,081		3,492
Thereafter		4,201
Restriction agreements		4.30		850		510		340		850		467		383
Total	$	8,801
Total amortizable intangible assets				19,447		10,881		8,566		19,423		10,748		8,675
Indefinite-lived intangible assets:
Trademark				125		—		125		—		—		—
Total			$	19,572	$	10,881	$	8,691	$	19,423	$	10,748	$	8,675

4.Table SEGMENTSof Contents

~~Our~~Aggregate ~~CEO~~amortization isexpense ~~our~~of ~~chief~~identifiable ~~operating~~intangible ~~decision~~assets ~~maker.~~was At$419 ~~March 31, 2012~~ and ~~2011,~~$440 wefor ~~had four segments representing~~ the ~~geographic~~three ~~regions~~months ofended ~~our~~June 30, ~~operations.~~2012 ~~Each segment is managed separately because of the unique characteristics of its revenue stream~~ and ~~customer~~2011, ~~base. We have aggregated our operations into these four segments based on similarities in the nature of the properties’ businesses~~respectively, ~~customers~~ and ~~regulatory~~$807 ~~environment in which each property operates. The Colorado segment consists of The Lodge~~ and ~~Gilpin~~$851 ~~casinos.~~for ~~Our Nevada segment includes~~ the ~~Gold~~six ~~Dust~~months ~~West-Reno~~ended June 30, ~~Gold~~2012 ~~Dust West-Carson City~~ and ~~Gold~~ ~~Dust West-Elko casinos. The Louisiana operations consist of video poker truck stops~~2011, ~~and the Virginia segment consists of Colonial’s pari-mutuel operations and satellite wagering facilities~~respectively.

~~The~~Estimated ~~accounting~~amortization ~~policies~~expense ~~of the segments are the same as those described in Note 2 above and those included in our Form 10-K report~~ for the ~~year~~ ~~ended~~years ending December 31,: ~~2011. Corporate and other, which represents all other income and expenses, is also presented.~~

As of and for the Three Months Ended March 31, 2012


2012 (remaining 6 months)	$	826
2013		1,221
2014		977
2015		873
2016		468
Thereafter		4,201

Total	$	8,566

	Colorado			Nevada			Louisiana			Virginia		Corporateand Other			Total
Revenues:
Gaming
Casino	$	27,709		$	9,128										$	36,837
Truck stop							$	20,157								20,157
Pari-mutuel										$	6,745					6,745
Food and beverage		3,014			2,389			1,471			274					7,148
Convenience store — fuel								31,069								31,069
Convenience store — other								3,717								3,717
Hotel		499			351											850
Other		279			321			394			180	$	262			1,436
Total revenues		31,501			12,189			56,808			7,199		262			107,959
Less: Promotional allowances		(6,527	)		(1,558	)		(1,606	)							(9,691	)
Net revenues	$	24,974		$	10,631		$	55,202		$	7,199	$	262		$	98,268
EBITDA(1)	$	8,457		$	1,857		$	6,128		$	491	$	(1,116	)	$	15,817
Depreciation and amortization	$	1,618		$	1,040		$	1,366		$	914	$	123		$	5,061
Interest income	$	—		$	—		$	7		$	1	$	4		$	12
Interest expense	$	2,157		$	1,280		$	1,110		$	132	$	1,797		$	6,476
Net income															$	4,292
Balance Sheet Information as of March 31, 2012:
Goodwill	$	6,711		$	8,836		$	33,181		$	—	$	—		$	48,728
Identifiable intangible assets, net	$	—		$	—		$	8,801		$	—	$	—		$	8,801
Property, plant and equipment, net	$	86,105		$	24,646		$	43,693		$	60,983	$	11,881		$	227,308
Total assets	$	109,043		$	40,955		$	100,183		$	66,859	$	20,935		$	337,975
Long-term debt	$	84,771		$	61,049		$	62,713		$	4,835	$	58,060		$	271,428
Capital expenditures	$	1,066		$	514		$	955		$	1,046	$	448		$	4,029

4.	SEGMENTS

9Our CEO is our chief operating decision maker. At June 30, 2012 and 2011, we had four segments representing the geographic regions of our operations. Each segment is managed separately because of the unique characteristics of its revenue stream and customer base. We have aggregated our operations into these four segments based on similarities in the nature of the properties’ businesses, customers and regulatory environment in which each property operates. The Colorado segment consists of The Lodge and Gilpin casinos. Our Nevada segment includes the Gold Dust West-Reno, Gold Dust West-Carson City and Gold Dust West-Elko casinos. The Louisiana operations consist of video poker truck stops, and the Virginia segment consists of Colonial’s pari-mutuel operations and satellite wagering facilities.

~~For~~The accounting policies of the ~~Three~~segments ~~Months~~are ~~Ended~~the ~~March~~same as those described in Note 2 above and those included in our Form 10-K report for the year ended December 31, 2011. Corporate and other, which represents all other income and expenses, is also presented.

~~(Balance~~9 ~~Sheet Data as of December 31, 2011)~~

	Colorado			Nevada			Louisiana			Virginia		Corporateand Other(As adjusted,see Note 7)			Total(As adjusted,see Note 7)
Revenues:
Gaming
Casino	$	27,058		$	9,036										$	36,094
Truck stop							$	19,508								19,508
Pari-mutuel										$	6,382					6,382
Food and beverage		2,977			2,326			1,489			285					7,077
Convenience store — fuel								26,689								26,689
Convenience store — other								3,344								3,344
Hotel		473			279											752
Other		218			306			394			210	$	119			1,247
Total revenues		30,726			11,947			51,424			6,877		119			101,093
Less: Promotional allowances		(6,230	)		(1,533	)		(1,487	)							(9,250	)
Net revenues	$	24,496		$	10,414		$	49,937		$	6,877	$	119		$	91,843
EBITDA(1)	$	8,049		$	1,687		$	5,932		$	530	$	(2,040	)	$	14,158
Depreciation and amortization	$	1,648		$	1,691		$	1,496		$	567	$	203		$	5,605
Interest income	$	—		$	—		$	4		$	8	$	—		$	12
Interest expense	$	2,157		$	1,274		$	1,297		$	129	$	1,933		$	6,790
Net income															$	1,775
Balance Sheet Information as of December 31, 2011:
Goodwill	$	6,711		$	8,836		$	33,181		$	—	$	—		$	48,728
Identifiable intangible assets, net	$	—		$	—		$	8,509		$	—	$	—		$	8,509
Property, plant and equipment, net	$	86,571		$	25,194		$	44,478		$	60,773	$	11,667		$	228,683
Total assets	$	108,238		$	41,081		$	99,322		$	65,774	$	15,407		$	329,822
Long-term debt	$	84,771		$	61,086		$	62,713		$	4,844	$	59,049		$	272,463
Capital expenditures	$	1,817		$	1,174		$	474		$	512	$	657		$	4,634

~~(1)~~As ~~EBITDA~~of ~~(earnings before interest, income taxes, depreciation~~ and amortization) is presented as supplemental information in the tables above as it is a key measure of operating performance used by our chief operating decision maker. EBITDA can be reconciled directly to our unaudited condensed consolidated net income by adding the amounts shown for depreciation, amortization, income taxes and interest to net income. This information should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the ~~United~~Three ~~States~~Months ofEnded ~~America~~June 30, ~~such~~2012 as net income, nor should it be considered as an indicator of our overall financial performance. Our calculation of EBITDA may be different from the calculation used by other companies and comparability may be limited. Management believes that presentation of a non-GAAP financial measure such as EBITDA is useful because it allows holders of our debt and management to evaluate and compare our operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Management internally evaluates the performance of our segments using EBITDA measures as do most analysts following the gaming industry. EBITDA is also a key component of certain financial covenants in our debt agreements.

5. COMMITMENTS AND CONTINGENCIES


	Colorado			Nevada			Louisiana			Virginia		Corporate and Other			Total
Revenues:
Gaming
Casino	$	27,618		$	8,883										$	36,501
Truck stop							$	19,015								19,015
Pari-mutuel										$	7,780					7,780
Food and beverage		2,968			2,491			1,430			597					7,486
Convenience store — fuel								30,935								30,935
Convenience store — other								4,093								4,093
Hotel		497			640											1,137
Other		302			301			362			507	$	265			1,737

Total revenues		31,385			12,315			55,835			8,884		265			108,684
Less: Promotional allowances		(6,276	)		(1,582	)		(1,613	)							(9,471	)

Net revenues	$	25,109		$	10,733		$	54,222		$	8,884	$	265		$	99,213

EBITDA(1)	$	8,793		$	1,790		$	6,065		$	236	$	(3,485	)	$	13,399

Depreciation and amortization	$	1,620		$	871		$	1,428		$	751	$	128		$	4,798

Interest income	$	—		$	—		$	—		$	—	$	—		$	—

Interest expense	$	2,158		$	1,253		$	1,358		$	124	$	1,546		$	6,439

Net income															$	2,162

Balance Sheet Information as of June 30, 2012:
Goodwill	$	6,711		$	8,836		$	35,297		$	—	$	—		$	50,844

Identifiable intangible assets, net	$	—		$	—		$	8,566		$	—	$	125		$	8,691

Property, plant and equipment, net	$	85,790		$	24,754		$	45,648		$	60,589	$	11,681		$	228,462

Total assets	$	107,691		$	41,415		$	103,737		$	69,213	$	19,558		$	341,614

Long-term debt	$	84,771		$	61,040		$	68,586		$	4,827	$	73,025		$	292,249

Capital expenditures	$	1,820		$	969		$	756		$	511	$	120		$	4,176

~~Commitments~~10

ColonialTable has an agreement with a totalisator company to provide totalisator equipment and services for pari-mutuel wagering at all of Colonial’s facilities and through Colonial’s EZ Horseplay account wagering platform. The agreement has fixed and variable cost elements and expires in February 2015. Colonial has two one year renewal options. Colonial also has an agreement with a company which provides the internet wagering interface, video streaming and other services which support Colonial’s EZ Horseplay account wagering platform. Fees payable under the agreement are primarily based upon a sliding scale of the amount annually wagered through EZ Horseplay. The agreement expires in February 2014. Total expense incurred for totalisator and account wagering support services under these agreements was $296 and $143 for the three month periods ended March 31, 2012 and 2011, respectively. Contents

10As of and for the Six Months Ended June 30, 2012

Operating Leases


	Colorado			Nevada			Louisiana			Virginia		Corporate and Other			Total
Revenues:
Gaming
Casino	$	55,327		$	18,011										$	73,338
Truck stop							$	40,149								40,149
Pari-mutuel										$	14,525					14,525
Food and beverage		5,982			4,880			2,981			871					14,714
Convenience store — fuel								62,095								62,095
Convenience store — other								7,908								7,908
Hotel		996			991											1,987
Other		581			622			765			687	$	527			3,182

Total revenues		62,886			24,504			113,898			16,083		527			217,898
Less: Promotional allowances		(12,803	)		(3,140	)		(3,282	)							(19,225	)

Net revenues	$	50,083		$	21,364		$	110,616		$	16,083	$	527		$	198,673

EBITDA(1)	$	17,250		$	3,647		$	12,478		$	727	$	(4,608	)	$	29,494

Depreciation and amortization	$	3,238		$	1,911		$	2,848		$	1,665	$	251		$	9,913

Interest income	$	—		$	—		$	8		$	3	$	—		$	11

Interest expense	$	4,315		$	2,533		$	2,727		$	256	$	3,345		$	13,176

Net income															$	6,416

Balance Sheet Information as of June 30, 2012:
Goodwill	$	6,711		$	8,836		$	35,297		$	—	$	—		$	50,844

Identifiable intangible assets, net	$	—		$	—		$	8,566		$	—	$	125		$	8,691

Property, plant and equipment, net	$	85,790		$	24,754		$	45,648		$	60,589	$	11,681		$	228,462

Total assets	$	107,691		$	41,415		$	103,737		$	69,213	$	19,558		$	341,614

Long-term debt	$	84,771		$	61,040		$	68,586		$	4,827	$	73,025		$	292,249

Capital expenditures	$	2,886		$	1,483		$	1,711		$	1,557	$	568		$	8,205

~~Our~~11 operating leases include various land and building leases for certain properties in Nevada, Louisiana and Virginia, leases for office space in Colorado, Louisiana, Virginia and Florida, as well as leases for automobiles and other property and equipment at all locations, expiring at various dates. Total expense under these non-cancelable operating leases was $798 and $730 during the three months ended March 31, 2012 and 2011, respectively.

ContingenciesTable of Contents

WeAs ~~are involved in routine litigation arising in the ordinary course~~ of ~~our~~and ~~business~~for ~~pertaining to workers’ compensation claims, equal opportunity employment issues, or guest injury claims. All such claims are routinely turned over to our insurance providers. None of~~ the ~~claims~~Three isMonths ~~expected~~Ended ~~to have a material impact on our financial position~~June 30, ~~results~~2011 ~~of operations or cash flows. We believe these matters are covered by appropriate insurance policies.~~

In(Balance ~~March~~Sheet ~~2008,~~Data ~~the~~as ~~Nevada~~of ~~Supreme Court ruled that food and non-alcoholic beverages purchased for use in providing complimentary meals to customers and to employees were exempt from use tax. Recently~~December 31, ~~the~~2011) Nevada Department of Taxation has asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis. This position stems from a recent Nevada Tax Commission decision which states that complimentary meals provided to customers are subject to sales tax at the retail value of the meal and employee meals are subject to sales tax at the cost of the meal. A petition for judicial review of the Nevada Tax Commission decision has been filed in Clark County District Court. We continue to evaluate the position asserted by the Nevada Department of Taxation. The resolution of this matter is not expected to have a material impact on our consolidated financial statements.

6. RELATED PARTY TRANSACTIONS


	Colorado			Nevada			Louisiana (As adjusted, see Note 7)			Virginia		Corporate and Other (As adjusted, see Note 7)			Total (As adjusted, see Note 7)
Revenues:
Gaming
Casino	$	27,543		$	9,139										$	36,682
Truck stop							$	18,822								18,822
Pari-mutuel										$	7,779					7,779
Food and beverage		2,978			2,455			1,484			542					7,459
Convenience store — fuel								32,452								32,452
Convenience store — other								3,852								3,852
Hotel		470			570											1,040
Other		235			309			444			439	$	199			1,626

Total revenues		31,226			12,473			57,054			8,760		199			109,712
Less: Promotional allowances		(6,323	)		(1,528	)		(1,548	)							(9,399	)

Net revenues	$	24,903		$	10,945		$	55,506		$	8,760	$	199		$	100,313

EBITDA(1)	$	8,382		$	(7,898	)	$	5,793		$	332	$	(2,161	)	$	4,448

Depreciation and amortization	$	1,677		$	1,673		$	1,572		$	584	$	198		$	5,704

Interest income	$	—		$	—		$	1		$	4	$	—		$	5

Interest expense	$	2,158		$	1,274		$	1,488		$	128	$	1,862		$	6,910

Net loss															$	(8,161	)

Balance Sheet Information as of December 31, 2011:
Goodwill	$	6,711		$	8,836		$	35,297		$	—	$	—		$	50,844

Identifiable intangible assets, net	$	—		$	—		$	8,675		$	—	$	—		$	8,675

Property, plant and equipment, net	$	86,571		$	25,194		$	46,636		$	60,773	$	11,748		$	230,922

Total assets	$	108,238		$	41,081		$	103,304		$	65,774	$	15,488		$	333,885

Long-term debt	$	84,771		$	61,086		$	76,316		$	4,844	$	59,049		$	286,066

Capital expenditures	$	1,597		$	461		$	569		$	631	$	210		$	3,468

~~JIMCO~~12 ~~Management Agreement~~

InTable order to assist us in our efforts to research, develop, perform due diligence on and possibly acquire new gaming opportunities, we have a consulting agreement with Jacobs Investments Management Co. Inc. (“JIMCO”), 82% of which is owned by Jeffrey P. Jacobs and the remaining 18% of which is owned in equal portions by two of his business associates. This agreement calls for payments of $1,250 per year payable in two equal installments of $625 on January 1st and July 1st plus 2.5% of budgeted development costs for projects undertaken by us, if certain debt covenant ratios are met. Total expenses incurred under this agreement with JIMCO were $313 and $313 during the three months ended March 31, 2012 and 2011, respectively. Contents

~~Transactions~~As ~~with~~of ~~Affiliate~~and ~~Video~~for ~~Poker~~the ~~Truck~~Six ~~Stops~~Months Ended June 30, 2011

~~We manage and provide administrative services and support to the video poker truck stop owned by Gameco Holdings, Inc.~~ (~~“Gameco”),~~Balance ~~another~~Sheet ~~wholly~~Data ~~owned~~as ~~subsidiary~~ of JII, in exchange for certain fees. We allocate management, accounting and overhead costs incurred by JEI to the video poker truck stop owned by Gameco. These costs totaled $75 and $70 for the three months ended MarchDecember 31, ~~2012 and~~ 2011,) respectively. Additionally, to help JEI reach the fuel sale volume necessary to qualify for the reduced pricing structure under our fuel supply agreements, we entered into an agreement with Gameco to provide gasoline and diesel fuel at cost for its fuel operations, which totaled $1,334 and $1,112 for the three months ended March 31, 2012 and 2011, respectively.

Jalou Device Owner, L.P.


	Colorado			Nevada			Louisiana (As adjusted, see Note 7)			Virginia		Corporate and Other (As adjusted, see Note 7)			Total (As adjusted, see Note 7)
Revenues:
Gaming
Casino	$	54,601		$	18,175										$	72,776
Truck stop							$	39,244								39,244
Pari-mutuel										$	14,161					14,161
Food and beverage		5,955			4,781			3,032			827					14,595
Convenience store — fuel								59,202								59,202
Convenience store — other								7,289								7,289
Hotel		943			849											1,792
Other		453			615			847			649	$	319			2,883

Total revenues		61,952			24,420			109,614			15,637		319			211,942
Less: Promotional allowances		(12,553	)		(3,061	)		(3,078	)							(18,692	)

Net revenues	$	49,399		$	21,359		$	106,536		$	15,637	$	319		$	193,250

EBITDA(1)	$	16,431		$	(6,211	)	$	11,990		$	862	$	(4,211	)	$	18,861

Depreciation and amortization	$	3,325		$	3,364		$	3,137		$	1,151	$	401		$	11,378

Interest income	$	—		$	—		$	5		$	12	$	—		$	17

Interest expense	$	4,315		$	2,548		$	3,168		$	257	$	3,799		$	14,087

Net loss															$	(6,587	)

Balance Sheet Information as of December 31, 2011:
Goodwill	$	6,711		$	8,836		$	35,297		$	—	$	—		$	50,844

Identifiable intangible assets, net	$	—		$	—		$	8,675		$	—	$	—		$	8,675

Property, plant and equipment, net	$	86,571		$	25,194		$	46,636		$	60,773	$	11,748		$	230,922

Total assets	$	108,238		$	41,081		$	103,304		$	65,774	$	15,488		$	333,885

Long-term debt	$	84,771		$	61,086		$	76,316		$	4,844	$	59,049		$	286,066

Capital expenditures	$	3,414		$	1,635		$	1,043		$	1,143	$	867		$	8,102

~~Under~~(1) ~~Louisiana~~EBITDA ~~law,~~(earnings ~~video~~before ~~poker~~interest, ~~machines must~~income betaxes, ~~owned~~depreciation byand ~~Louisiana~~amortization) ~~residents.~~is ~~The~~presented ~~video~~as ~~poker~~supplemental ~~machines~~information ~~and~~in the ~~related~~tables ~~repair~~above ~~parts~~as ~~inventory~~it is a key measure of operating performance used inby our ~~video~~chief ~~poker~~operating ~~truck~~decision ~~stops~~maker. ~~are~~EBITDA ~~owned~~can be reconciled directly to our unaudited condensed consolidated net income (loss) by ~~Jalou~~adding ~~Device~~the ~~Owner~~amounts shown for depreciation, ~~L.P.~~amortization, ~~(“Device~~income ~~Owner”~~taxes and interest to net income (loss),. This information should not be considered as an alternative to any measure of ~~which~~performance ~~Gameco~~as ~~owns~~promulgated ~~49%~~under ~~and~~accounting isprinciples generally accepted in the ~~general partner~~United States of America, such as net income (loss), nor should it be considered as an indicator of our overall financial performance. ~~Two~~Our ~~Louisiana~~calculation ~~residents~~of ~~own~~EBITDA may be different from the ~~remaining~~calculation ~~51%~~used ofby ~~Device~~other ~~Owner~~companies and ~~are~~comparability ~~the~~may ~~limited~~be ~~partners~~limited. ~~Our~~Management ~~video~~believes ~~poker~~that ~~truck~~presentation ~~stops~~of ~~pay~~a 90non-GAAP ~~cents~~financial ~~per~~measure ~~operating~~such ~~video~~as ~~poker~~EBITDA ~~machine~~is ~~per~~useful ~~day~~because it allows holders of our debt and management to ~~Device~~evaluate ~~Owner,~~and ~~plus~~compare ~~reimbursement~~our ~~for~~operating ~~Device~~results ~~Owner’s licensing~~from ~~costs.~~continuing ~~Total~~operations ~~expense~~from ~~under~~period ~~these~~to ~~arrangements~~period ~~was~~in ~~$378~~a meaningful and ~~$376~~consistent ~~for~~manner in addition to standard GAAP financial measures. Management internally evaluates the ~~three~~performance ~~months~~of ~~ended~~our ~~March 31,~~segments ~~2012~~using ~~and~~EBITDA ~~2011,~~measures ~~respectively~~as do most analysts following the gaming industry. EBITDA is also a key component of certain financial covenants in our debt agreements.

115. COMMITMENTS AND CONTINGENCIES

~~Balances~~Commitments ~~Due To/From Affiliates~~

~~Each~~Colonial has an agreement with a totalisator company to provide totalisator equipment and services for pari-mutuel wagering at all of ~~the~~Colonial’s ~~above~~facilities ~~related~~and ~~party~~through ~~transactions~~Colonial’s ~~results~~EZ Horseplay account wagering platform. The agreement has fixed and variable cost elements and expires in ~~either~~February ~~receivables~~2015. Colonial ~~from~~has ortwo ~~payables~~one toyear ~~our~~renewal ~~affiliates~~options. AsColonial ofalso ~~March 31,~~has ~~2012~~an agreement with a company which provides the internet wagering interface, video streaming and ~~December~~other services which support Colonial’s EZ Horseplay account wagering platform. ~~31,~~Fees ~~2011,~~payable ~~these~~under ~~transactions~~the ~~resulted~~agreement are primarily based upon a sliding scale of the amount annually wagered through EZ Horseplay. The agreement expires in ~~net~~February ~~receivables~~2014. ~~from~~Total ~~affiliates~~expense ~~totaling~~incurred for totalisator and account wagering support services under these agreements was $~~1,552~~302 and $~~1,098,~~215 ~~respectively.~~for Asthe ofthree ~~March~~months ended June 3130, 2012 and ~~December 31~~2011, ~~2011~~respectively, ~~these~~and ~~transactions~~$598 ~~resulted~~and in$358 ~~net~~for ~~payables~~the six tomonths ~~affiliates totaling~~ended ~~$406~~June 30, 2012 and $12011,~~203,~~ respectively.

7The Interstate Horse Racing Act requires that we secure the consent of the Virginia Horsemen’s Benevolence and Protective Association (the “VaHBPA”) and the Virginia Harness Horse Association (“VHHA”) to export the simulcasting of races. ~~RECENT~~These ~~ACQUISITION~~consents ~~ACTIVITY~~are usually contained in the agreement between each group and Colonial. We have an agreement with the VHHA that expires December 31, 2014 and an agreement with the VaHBPA that expires December 31, 2012.

~~Acquisitions~~JEI Distributing, LLC (“JEID”), a wholly-owned subsidiary of ~~Nautica~~JEI, ~~Properties~~entered into fuel supply agreements with CITGO Petroleum Corporation (“CITGO”). The agreements provide for the purchase and sale of CITGO branded and unbranded gasoline and diesel fuel. On December 21, 2009, JEID and CITGO entered into a five-year Marketer Franchise Agreement (the “MFA”) which created a franchise relationship between JEID and CITGO and requires JEID to purchase at least 90% of certain listed monthly quantities of gasoline from CITGO in order to maintain the franchise and not be in violation of the MFA. Under the MFA, CITGO grants JEID the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in connection with the resale by JEID of products acquired under CITGO’s brand names. Additionally, on December 21, 2009, JEID and CITGO entered into an Unbranded Rack Sales Agreement (the “RSA”). Although the initial term of the RSA is five years followed by annual renewals, the RSA provides that either party may terminate the RSA, without cause, upon providing thirty days written notice. The RSA requires JEID to purchase at least 90% of certain listed monthly quantities of fuel from CITGO in order to qualify for CITGO’s rack posting pricing in effect and not be in violation of the RSA. The Addendum to Unbranded Rack Sales Agreement between JEID and CITGO, also dated December 21, 2009, amends the pricing for unbranded fuel under the RSA. The amended pricing equals the sum of the base price and an adder fee that is dependent on the location of the terminal where the product is delivered.

~~During~~13 July 2006, we acquired from affiliated parties options to lease and options to purchase certain businesses and their related assets, including various parcels of land, buildings and related improvements, on the west bank of the Cuyahoga River in Cleveland, Ohio. We refer to these businesses and their related assets, covering an aggregate of approximately 624,000 square feet of land (14.4 acres) and a building comprised of 47,380 square feet of net rentable space, as the Nautica Properties.

SinceTable January 2009, we have exercised all of our options on the Nautica Properties. During 2011, we acquired Nautica Phase 2, Sycamore & Main and Nautica Peninsula Land from related parties. Our CEO controlled each of these businesses prior to acquisition. These acquisitions and their related business were accounted for as combinations of entities under common control. Therefore, the portion of each business acquired from related parties have been recorded at the historical cost bases in the assets and liabilities transferred and the portion of these businesses acquired from third parties have been recorded at fair value at the acquisition date using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (“ASC Topic 805”). A distribution was recorded on the acquisition date for the portion of the purchase price attributable to related parties. The net assets of the entity acquired have been retroactively accounted for in the accompanying unaudited condensed consolidated financial statements since January 1, 2011. The net assets attributable to the noncontrolling interest holders have been reflected as a separate component of equity. Contents

IfOperating ~~casino gaming~~Leases were to become legalized in Ohio within seven years from the purchase date of each property and a casino is licensed on the Nautica Properties, the purchase price of each property could increase based on independent appraisals of the land, improvements and other asset values. Any additional purchase price shall be equal to the fair market value of the property at the time that a license is issued to JEI in the State of Ohio for a casino less the purchase price previously paid. There is no maximum additional purchase price. We will continue to evaluate the fair value of this additional contingent purchase price at each balance sheet date throughout the term of the agreement. If applicable, any additional purchase price would be accounted for consistently with the original acquisition accounting, whereby the portion attributable to related parties would be accounted for as a combination of entities under common control and as a distribution, and the portion attributable to third parties would be accounted for using the acquisition method of accounting. At March 31, 2012, the fair value of the aggregate contingent purchase price was immaterial to the financial position of JEI, but could have a material impact in the future if a casino license is granted for the Nautica Properties.

12Our operating leases include various land and building leases for certain properties in Nevada, Louisiana and Virginia, leases for office space in Colorado, Louisiana, Virginia and Florida, as well as leases for automobiles and other property and equipment at all locations, expiring at various dates. Total expense under these non-cancelable operating leases was $880 and $769 for the three months ended June 30, 2012 and 2011, respectively, and $1,679 and $1,499 for the six months ended June 30, 2012 and 2011, respectively.

~~The~~Contingencies following table summarizes the net assets acquired and liabilities assumed as of the acquisition date for each acquired property considering both the portion acquired from related parties and the noncontrolling interest holders:

	Nautica Phase 2		Sycamore &Main		Nautica PeninsulaLand
Date of acquisition		January 18,2011		October 3,2011		October 28,2011
Property and equipment, net	$	1,305	$	856	$	995
Current liabilities assumed		60		51		45
Net assets acquired	$	1,245	$	805	$	950
Purchase price	$	1,250	$	1,100	$	971
Distribution to related parties	$	7	$	1,100	$	107
Payment to noncontrolling interest holders	$	1,243	$	—	$	864

We are involved in routine litigation arising in the ordinary course of our business pertaining to workers’ compensation claims, equal opportunity employment issues, or guest injury claims. All such claims are routinely turned over to our insurance providers. None of the claims is expected to have a material impact on our financial position, results of operations or cash flows. We believe these matters are covered by appropriate insurance policies.

~~Any~~In ~~change~~March in2008, the ~~fair~~Nevada ~~value~~Supreme ofCourt ~~the~~ruled ~~net~~that ~~assets~~food ofand ~~Nautica~~non-alcoholic ~~Peninsula~~beverages ~~Land~~purchased ~~acquired~~for use in providing complimentary meals to customers and to employees were exempt from use tax. Recently, the Nevada ~~noncontrolling~~Department of Taxation has asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis. This position stems from a recent Nevada Tax Commission decision which states that ~~interest~~complimentary ~~holders~~meals ~~during~~provided ~~the~~to ~~purchase~~customers ~~price~~are ~~allocation~~subject ~~period~~to ~~(generally~~sales ~~within~~tax ~~one~~at ~~year~~the retail value of the ~~acquisition~~meal ~~date)~~and ~~may~~employee ~~result~~meals inare ansubject ~~allocation~~ to ~~goodwill.~~sales ~~The~~tax ~~allocation~~at the cost of the ~~purchase~~meal. ~~price~~A petition for judicial review of ~~Nautica~~the ~~Phase~~Nevada 2Tax ~~paid~~Commission decision has been filed in Clark County District Court. We continue to ~~acquire~~evaluate the ~~noncontrolling interest~~position ~~was~~asserted ~~final~~by asthe Nevada Department of ~~December 31,~~Taxation. ~~2011~~The resolution of this matter is not expected to have a material impact on our consolidated financial statements.

~~The~~6. ~~following~~RELATED ~~schedule~~PARTY ~~discloses the effects on JEI’s equity due to the change in ownership interest in Nautica Phase 2 discussed above:~~ TRANSACTIONS

	Three Months Ended March 31
	2012		2011
Net income attributable to JEI	$	4,292	$	1,771
Decrease in JEI’s equity for purchase of Nautica Phase 2 noncontrolling interest		—		(623	)
Change from net income attributable to JEI and purchase of the noncontrolling interest	$	4,292	$	1,148

JIMCO Management Agreement

OnIn ~~April~~order 2to assist us in our efforts to research, ~~2012~~develop, perform due diligence on and possibly acquire new gaming opportunities, we ~~acquired~~have ~~another~~a ~~parking~~consulting ~~lot~~agreement ~~business~~with ~~from~~Jacobs ~~Nautica~~Investments ~~Peninsula~~Management Co. ~~Land~~Inc. (“JIMCO”), 82% of which is owned by Jeffrey P. Jacobs and the remaining 18% of which is owned in equal portions by two of his business associates. This agreement calls for payments of $~~229~~1,250 per year payable in two equal installments of $625 on January 1st and July 1st plus 2.5% of budgeted development costs for projects undertaken by us, if certain debt covenant ratios are met. Total expenses incurred under this agreement with JIMCO were $312 and $312 for the three months ended June 30, 2012 and 2011, respectively, and $625 and $625 for the six months ended June 30, 2012 and 2011, respectively.

~~Acquisitions~~Jalou ofDevice ~~Video~~Owner, ~~Poker~~L.P. ~~Truck Stops~~

WeUnder ~~acquired~~Louisiana ~~three~~law, video poker ~~truck~~machines ~~stops~~must inbe ~~Louisiana,~~owned ~~which~~by ~~were~~Louisiana ~~previously~~residents. ~~wholly~~The ~~owned~~video bypoker ~~Gameco.~~machines Weand ~~acquired~~the ~~Cash~~related ~~Magic~~repair ~~Springhill,~~parts ~~LLC~~inventory ~~(“Springhill”)~~used ~~and~~in ~~Cash~~our ~~Magic~~video ~~Vivian,~~poker ~~LLC~~truck ~~(“Vivian”)~~stops onare ~~January 31,~~owned ~~2011~~by ~~and~~ Jalou ~~Forest~~Device ~~Gold~~Owner, ~~LLC~~L.P. (“~~Forest~~Device ~~Gold~~Owner”), onof ~~March 31~~which Gameco Holdings, ~~2011~~Inc. ~~The~~(“Gameco”), ~~acquisitions~~another wholly owned subsidiary of ~~these~~JII, ~~video~~owns ~~poker~~49% ~~truck~~and ~~stops~~is ~~have~~the ~~been~~general ~~accounted~~partner. Two ~~for~~Louisiana asresidents ~~combinations~~own ofthe ~~entities~~remaining ~~under~~51% ~~common~~of ~~control.~~Device ~~Therefore,~~Owner ~~the~~and ~~acquisitions~~are ~~have~~the ~~been~~limited ~~recorded~~partners. atOur ~~the~~video ~~historical~~poker ~~cost~~truck ~~bases~~stops inpay ~~the~~90 ~~assets~~cents ~~and~~per ~~liabilities~~operating ~~transferred.~~video Apoker ~~distribution,~~machine ~~equal~~per day to ~~the~~Device ~~purchase price~~Owner, ~~was~~plus ~~recorded~~reimbursement onfor ~~the~~Device ~~acquisition~~Owner’s licensing costs. ~~date~~Total ~~for~~expense ~~each~~under ~~property,~~these ~~and~~arrangements ~~the~~was ~~net~~$395 ~~assets~~and of$394 for the ~~entity~~three ~~acquired~~months ~~have~~ended ~~been~~June 30, ~~retroactively~~2012 ~~accounted~~and ~~for~~2011, inrespectively, ~~the~~and ~~accompanying~~$791 ~~unaudited~~and ~~condensed~~$788 ~~consolidated~~for ~~financial~~the ~~statements~~six ~~since~~months ~~January~~ended June 130, 2012 and 2011, respectively.

13Balances Due To/From Affiliates

~~The~~Each ~~following~~of ~~table~~the ~~summarizes~~above ~~the~~related ~~net~~party ~~assets~~transactions ~~acquired~~results ~~and~~in ~~liabilities~~either ~~assumed~~receivables asfrom or payables to our affiliates. As of ~~the~~June 30, 2012 and December 31, 2011, these transactions resulted in net ~~date~~receivables from affiliates totaling $80 and $225, respectively. As of ~~each~~June 30, ~~acquisition:~~2012 and December 31, 2011, these transactions resulted in net payables to affiliates totaling $695 and $5,446 respectively.

	Springhill		Vivian		Forest Gold
Date of acquisition		January 31,2011		January 31,2011		March 31,2011
Current assets	$	495	$	507	$	419
Property and equipment, net		2,309		2,555		2,056
Goodwill		1,376		—		880
Identifiable intangible assets		318		288		251
Other assets		27		12		—
Total assets acquired		4,525		3,362		3,606
Current liabilities assumed		188		228		646
Net assets acquired	$	4,337	$	3,134	$	2,960
Purchase price	$	5,462	$	4,913	$	3,025
Distribution recorded	$	5,462	$	4,913	$	3,025
Effective net distribution (distribution less net assets acquired	$	1,125	$	1,779	$	65

BlackTable Hawk,of Colorado Contents

On February 24, 2012, we entered into a real estate contract with Dakota Blackhawk, LLC and Miner’s Mesa Development, LLC, both non-affiliated third parties, wherein we agreed to purchase approximately 45 acres of land located in the City of Black Hawk, Colorado (with approximately 1 acre within the casino gaming district) for an aggregate purchase price of $7~~,500~~. ~~A deposit~~ ofRECENT ~~$575~~ACQUISITION was paid during the first quarter of 2012. The transaction is subject to the completion of due diligence procedures and typical terms and conditions prior to closing, which is expected to occur on or before January 31, 2013. ACTIVITY

8.Acquisitions ~~LONG-TERM~~of ~~DEBT~~Nautica Properties

OnDuring ~~June 16,~~July 2006, we ~~issued~~acquired ~~senior~~from ~~unsecured~~affiliated ~~notes~~parties inoptions ~~the~~to ~~amount~~lease ofand ~~$210,000~~options ~~bearing~~to ~~interest at~~purchase ~~9 3/4%~~certain ~~due~~businesses ~~June 15, 2014 with interest only payments due each June 15~~ and ~~December 15.~~their ~~We also have a $100~~related assets,~~000~~ ~~senior~~including ~~secured~~various ~~credit~~parcels ~~facility.~~of ~~On February 23~~land, ~~2012,~~buildings ~~we entered into a second amendment~~ and ~~restatement~~related ~~agreement~~improvements, toon ~~our credit facility (~~the ~~“Restated~~west ~~Credit Agreement”).~~bank ~~The~~of ~~Restated Credit Agreement extended~~ the ~~maturity~~Cuyahoga ofRiver ~~$45,000~~in ~~of our term loans and $37~~Cleveland,~~000~~ ~~of our revolving loan commitments to December 16, 2013, among other minor amendments~~Ohio. In ~~addition, we increased our revolver capacity to $40,000.~~ We ~~are~~refer ~~required~~ to ~~pay~~these ~~down~~businesses ~~$11,750~~and oftheir ~~term~~related ~~loans on or before the June 16~~assets, ~~2012~~covering ~~maturity date. We also have the right to borrow~~ an ~~additional~~aggregate ~~$12,000~~ of ~~term~~approximately ~~loans under the Restated Credit Agreement if we choose~~624,000 sosquare ~~long~~feet asof ~~the~~land ~~total indebtedness under the Restated Credit Agreement does not exceed $96,750~~(14.4 ~~Borrowings~~acres) ~~under~~and ~~our senior secured credit facility bear interest at~~ a ~~rate~~building ~~equal~~comprised toof ~~an applicable margin plus~~47,380 atsquare ~~our~~feet ~~option, either (a) a base rate determined by reference to the higher~~ of ~~(1) the~~net ~~prime~~rentable ~~rate~~space, as ~~defined, and (2)~~ the ~~federal~~Nautica ~~funds rate plus 1/2 of 1% or (b) a LIBOR rate for the interest period relevant to such borrowing adjusted for certain costs~~Properties.

AsSince aJanuary ~~result~~2009, ofwe ~~the~~have ~~Restated~~exercised ~~Credit~~all ~~Agreement,~~of our ~~interest~~options ~~rate~~on ~~increased~~the byNautica 0Properties.~~25%~~ During on2011, ~~the~~we ~~loans~~acquired ~~that~~Nautica ~~mature~~Phase on2, ~~December~~Sycamore ~~16, 2013~~& Main and Nautica Peninsula Land from related parties. On April As2, ~~such~~2012, we acquired the ~~interest~~remaining ~~rate~~reserve onterminal ~~the~~parking ~~drawn~~lot ~~revolving~~business ~~loan~~from ~~balance~~Nautica ~~increased~~Peninsula byLand. 0Our CEO controlled each of these businesses prior to acquisition.~~25%,~~ ~~the~~These ~~interest~~acquisitions ~~rate~~and ontheir ~~the~~related ~~$11,750~~business were accounted for as combinations of ~~term~~entities ~~loans~~under ~~that~~common ~~mature~~control. ~~June 16~~Therefore, ~~2012~~the ~~remained~~portion of each business acquired from related parties have been recorded at 3%the ~~above~~historical ~~LIBOR,~~cost bases in the assets and liabilities transferred and the ~~$45,000~~portion of ~~term~~these ~~loans~~businesses ~~that~~acquired ~~mature December 16,~~from ~~2013~~third parties have anbeen ~~interest~~recorded ~~rate~~at fair value at the acquisition date using the acquisition method of ~~3.25%~~accounting in ~~above~~accordance ~~LIBOR.~~with AtFASB ~~March 31,~~ASC ~~2012~~Topic 805, ~~the~~Business ~~blended~~Combinations ~~interest~~(“ASC ~~rate~~Topic 805”). A distribution was recorded on ~~our~~the ~~senior~~acquisition ~~secured~~date ~~credit~~for ~~facility~~the ~~was~~portion ~~approximately~~of 3the purchase price attributable to related parties.~~55%.~~ AsThe net assets of ~~March~~the entity acquired have been retroactively accounted for in the accompanying unaudited condensed consolidated financial statements since January 311, ~~2012,~~2011. ~~$26,000~~The ~~was~~net ~~available~~assets onattributable to the ~~revolving~~noncontrolling interest holders have been reflected as a separate ~~credit~~component ~~facility~~of equity.

14If a casino is licensed on the Nautica Properties within seven years from the purchase dates described above, the purchase price of each property could increase based on independent appraisals of the land, improvements and other asset values. Any additional purchase price shall be equal to the fair market value of the property at the time that a license is issued to JEI in the State of Ohio for a casino less the purchase price previously paid. There is no maximum additional purchase price. We will continue to evaluate the fair value of this additional contingent purchase price at each balance sheet date throughout the term of the agreement. If applicable, any additional purchase price would be accounted for consistently with the original acquisition accounting, whereby the portion attributable to related parties would be accounted for as a combination of entities under common control and as a distribution, and the portion attributable to third parties would be accounted for using the acquisition method of accounting. At June 30, 2012, the fair value of the aggregate contingent purchase price was immaterial to the financial position of JEI, but could have a material impact in the future if a casino license is granted for the Nautica Properties.

Our $210,000 of 9 3/4% senior unsecured notes rank equally in right of payment with all of our existing and future unsecured senior indebtedness and senior to any existing and future subordinated indebtedness. The ~~notes~~following ~~are~~table ~~effectively~~summarizes ~~subordinated to any secured indebtedness (including indebtedness under our senior secured credit facility) up to~~ the ~~value~~net ofassets ~~the~~acquired ~~collateral securing such indebtedness. The notes are guaranteed by our current~~ and ~~future~~liabilities ~~restricted~~assumed ~~subsidiaries~~as ~~that also guarantee our senior secured credit facility. We can redeem all or part~~ of ~~our outstanding senior unsecured notes aggregating $210,000 at~~ the ~~redemption~~acquisition ~~prices~~date ~~set~~for ~~forth~~each ~~below,~~acquired ~~plus~~property ~~accrued~~considering ~~and~~both ~~unpaid interest. The redemption prices, expressed as a percentage of~~ the ~~principal~~portion ~~amount,~~acquired ~~for~~from ~~the~~related ~~12-month~~parties ~~period~~and ~~beginning on June 15 of~~ the noncontrolling ~~years~~interest ~~indicated~~holders ~~below are~~ (as ~~follows~~applicable):

Year	Percentage
	NauticaPhase 2			Sycamore &Main		NauticaPeninsula Land		NauticaPeninsula LandReserveTerminal
2011		102.438	%
Date of acquisition		January 18, 2011			October 3, 2011		October 28, 2011		April 2, 2012
2012 and thereafter		100.000	%
Property and equipment, net	$	1,305		$	856	$	995	$	81
Current liabilities assumed		60			51		45		—
Net assets acquired	$	1,245		$	805	$	950	$	81
Purchase price	$	1,250		$	1,100	$	971	$	229
Distribution to related parties	$	7		$	1,100	$	107	$	229
Payment to noncontrolling interest holders	$	1,243		$	—	$	864	$	—

~~There~~15 are many restrictions and covenants placed upon us under both our secured and unsecured indebtedness. We are required to maintain certain operating performance ratios, our covenants impose various restrictions on us as to the timing of redemptions of our notes, there are various change of control covenants, and there are many other restrictive and operational limitations on us that would be difficult or impossible for us to change. The occurrence of any one of these events and/or covenant violations to our debt agreements could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under our debt agreements. The failure to repay or maintain compliance with our covenants on any of our indebtedness would result in an event of default under both our senior credit facility and our note indenture. Annual distributions may be made to our owner in an aggregate amount not to exceed the greater of $1,000 or 50% of consolidated net income as defined in our credit agreement and indenture. At March 31, 2012, we were in compliance with our financial covenants.

9.Table FAIRof VALUE OF FINANCIAL INSTRUMENTSContents

~~FASB~~Any ~~ASC~~change ~~Topic~~in ~~820,~~the ~~Fair Value Measurements and Disclosures (“ASC Topic 820”), establishes a framework for measuring~~ fair value ~~and~~of ~~requires~~the ~~specific~~net ~~disclosures~~assets ~~about~~of ~~fair~~Nautica ~~value~~Peninsula ~~measurements. ASC~~Land ~~Topic~~acquired ~~820~~from ~~defines~~the noncontrolling ~~fair~~interest ~~value~~holders asduring the purchase price ~~that~~allocation ~~would~~period be(generally ~~received~~within toone ~~sell~~year anof ~~asset~~the oracquisition ~~paid~~date) tomay ~~transfer~~result ~~a liability (an exit price)~~ in an ~~orderly transaction~~allocation ~~between~~to ~~market participants at the measurement date~~goodwill. The ~~guidance~~allocation ~~identifies~~of ~~market or observable inputs as~~ the ~~preferred~~purchase ~~sources~~price of ~~values,~~Nautica ~~followed~~Phase by2 ~~assumptions~~paid ~~based~~to onacquire ~~hypothetical transactions in~~ the ~~absence of market~~ ~~inputs. The~~noncontrolling ~~guidance~~interest ~~establishes~~was afinal ~~hierarchy~~as ~~for~~of ~~grouping these assets and liabilities~~December 31, ~~based~~2011. ~~on the significance level of the following inputs:~~

•The ~~Level~~following 1schedule —discloses ~~inputs~~the ~~are~~effects ~~unadjusted~~on ~~quoted~~JEI’s equity ~~prices~~due ~~for~~to ~~identical~~the ~~assets~~change orin ~~liabilities~~ownership interest in ~~active~~Nautica ~~markets.~~Phase 2 discussed above:

• Level 2 — inputs include quoted prices for identical assets or liabilities in markets that are not active and quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


	Six Months Ended June 30,
	2012		2011
Net income (loss) attributable to JEI	$	6,416	$	(6,600	)
Decrease in JEI’s equity for purchase of Nautica Phase 2 noncontrolling interest		—		(623	)

Change from net income (loss) attributable to JEI and purchase of the noncontrolling interest	$	6,416	$	(7,223	)

•Acquisitions ~~Level~~of 3Video —Poker ~~inputs~~Truck ~~are~~Stops ~~unobservable and considered significant to the fair value measurement.~~

In 2012 and 2011, we have acquired four video poker truck stops in Louisiana, which were previously wholly owned by Gameco. We acquired Cash Magic Springhill, LLC (“Springhill”) and Cash Magic Vivian, LLC (“Vivian”) on January 31, 2011, Jalou Forest Gold, LLC (“Forest Gold”) on March 31, 2011 and Cash Magic Amite, LLC (“Amite”) on June 29, 2012. The acquisitions of these video poker truck stops have been accounted for as combinations of entities under common control. Therefore, the acquisitions have been recorded at the historical cost bases in the assets and liabilities transferred. A ~~financial~~distribution, ~~instrument’s~~equal ~~categorization~~to ~~within~~the purchase price, was recorded on the ~~hierarchy~~acquisition isdate ~~based~~for ~~upon~~each property, and the ~~lowest~~net ~~level~~assets of ~~input~~the ~~that~~entity isacquired ~~significant~~have tobeen retroactively accounted for in the ~~fair~~accompanying unaudited condensed consolidated ~~value~~financial ~~measurement~~statements since January 1, 2011.

~~Recurring~~The ~~Fair~~following ~~Value~~table ~~Measurements~~summarizes –the ~~Investment~~net inassets ~~Equity~~acquired ~~Securities~~and liabilities assumed as of the date of each acquisition:

We own approximately three percent of the outstanding shares of MTR Gaming Group, Inc. (“MTR”), a publicly-traded gaming company. Our affiliates have also historically invested in MTR, which resulted in a combined ownership of approximately 18.3% of the outstanding common shares of MTR as of March 31, 2012 and thus making the affiliated group MTR’s largest shareholder.


	Springhill		Vivian		Forest Gold		Amite
Date of acquisition		January 31, 2011		January 31, 2011		March 31, 2011		June 29, 2012

Current assets	$	495	$	507	$	419	$	820
Property and equipment, net		2,309		2,555		2,056		2,132
Goodwill		1,376		—		880		2,116
Identifiable intangible assets		318		288		251		165
Other assets		27		12		—		11

Total assets acquired		4,525		3,362		3,606		5,244

Current liabilities assumed		188		228		646		314

Net assets acquired	$	4,337	$	3,134	$	2,960	$	4,930

Purchase price	$	5,462	$	4,913	$	3,025	$	5,872
Distribution recorded	$	5,462	$	4,913	$	3,025	$	5,872
Effective net distribution (distribution less net assets acquired)	$	1,125	$	1,779	$	65	$	942

WeBlack ~~have elected the fair value option permitted by FASB ASC Topic 825~~Hawk, ~~Financial~~Colorado Instruments (“ASC Topic 825”), and therefore, we recognize changes in the fair value of our investment in MTR as unrealized gains/losses in earnings based on its quoted market price. We recorded an unrealized gain on the change in the fair value of the investment totaling $2,474 and $480 for the three months ended March 31, 2012 and 2011, respectively.

15On February 24, 2012, we entered into a real estate contract with Dakota Blackhawk, LLC and Miner’s Mesa Development, LLC, both non-affiliated third parties, wherein we agreed to purchase approximately 45 acres of land located in the City of Black Hawk, Colorado (with approximately 1 acre within the casino gaming district) for an aggregate purchase price of $7,500. A deposit of $575 was paid during the first quarter of 2012. The transaction is subject to the completion of due diligence procedures and typical terms and conditions prior to closing, which is expected to occur on or before January 31, 2013.

~~The~~16 following table presents information about our assets measured at fair value on a recurring basis as of March 31, 2012, aggregated by the level in the fair value hierarchy within which those assets fall:

Assets Measured at Fair Value on a Recurring Basis at March 31, 2012
	Total FairValue		Level 1		Level 2		Level 3
Investment in equity securities	$	3,995	$	3,995		—		—

~~The~~8. ~~following~~LONG-TERM ~~table presents information about our assets measured at fair value on a recurring basis as of December 31, 2011, aggregated by the level in the fair value hierarchy within which those assets fall:~~ DEBT

Assets Measured at Fair Value on a Recurring Basis at December 31, 2011
	Total FairValue		Level 1		Level 2		Level 3
Investment in equity securities	$	1,521	$	1,521		—		—

On June 16, 2006, we issued senior unsecured notes in the amount of $210,000 bearing interest at 9³/₄% due June 15, 2014 with interest only payments due each June 15 and December 15. We also have a $100,000 senior secured credit facility. On February 23, 2012, we entered into a second amendment and restatement agreement to our credit facility (the “Restated Credit Agreement”). The Restated Credit Agreement extended the maturity of $45,000 of our term loans and $37,000 of our revolving loan commitments to December 16, 2013, among other minor amendments. In addition, we increased our revolver capacity to $40,000. As required under the terms of the Restated Credit Agreement, we paid down $11,750 of term loans by the June 16, 2012 maturity date. Additionally, on June 29, 2012, in conjunction with the acquisition of Amite, we borrowed an additional $5,000 term loan under the Restated Credit Agreement, for an aggregate total of $50,000 of term loans. We also have the right to borrow an additional $7,000 of term loans under the Restated Credit Agreement if we choose, so long as the total indebtedness under the Restated Credit Agreement does not exceed $96,750. Borrowings under our senior secured credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate, as defined, and (2) the federal funds rate plus ¹/₂ of 1% or (b) a LIBOR rate for the interest period relevant to such borrowing adjusted for certain costs.

~~Nonrecurring~~As ~~Fair~~a ~~Value~~result ~~Measurements~~of –the ~~Property~~Restated Credit Agreement, ~~Plant~~our ~~and~~interest ~~Equipment~~rate increased by 0.25% on the loans that mature on December 16, 2013. As such, the interest rate on the drawn revolving loan balance increased by 0.25%, the interest rate on the $11,750 of term loans that matured June 16, 2012 remained at 3% above LIBOR, and ~~Goodwill~~the $50,000 of term loans that mature December 16, 2013 have an interest rate of 3.25% above LIBOR. At June 30, 2012, the blended interest rate on our senior secured credit facility was approximately 3.59%. As of June 30, 2012, $10,000 was available on the revolving credit facility.

WeOur ~~apply~~$210,000 ~~the provisions~~ of 9 3/4% ~~the~~senior ~~fair~~unsecured ~~value~~notes ~~measurement~~rank ~~standard~~equally toin ~~our~~right ~~nonrecurring,~~of ~~non-financial~~payment ~~measurements including~~with ~~property,~~all ~~plant~~of ~~and~~our ~~equipment~~existing and ~~goodwill~~future ~~impairments. These~~unsecured ~~assets~~senior ~~are~~indebtedness ~~not~~and ~~measured~~senior ~~at fair value on an ongoing basis, but are subject~~ to ~~fair~~any ~~value~~existing ~~adjustments~~and ~~only~~future insubordinated ~~certain circumstances~~indebtedness. ~~Property,~~ ~~plant~~The ~~and~~notes ~~equipment is~~are ~~evaluated~~effectively ~~for~~subordinated ~~impairment and reduced~~ to ~~fair~~any ~~value~~secured ~~when~~indebtedness ~~there~~(including isindebtedness anunder ~~indication~~our ~~that~~senior ~~the~~secured ~~carrying~~credit ~~costs~~facility) ~~exceed~~up to the ~~sum~~value of the ~~undiscounted~~collateral ~~cash~~securing ~~flows~~such indebtedness. ~~Goodwill~~ isThe ~~evaluated~~notes ~~for~~are ~~impairment~~guaranteed ~~and~~by ~~reduced~~our tocurrent ~~fair~~and ~~value~~future ~~when there is an indication~~restricted subsidiaries that ~~the~~also ~~carrying~~guarantee ~~costs~~our ~~exceed~~senior ~~the~~secured ~~fair~~credit ~~value~~facility. ~~There~~ ~~was~~We nocan ~~property,~~redeem ~~plant~~all ~~and~~or ~~equipment~~part orof ~~goodwill~~our ~~measured~~outstanding atsenior ~~fair~~unsecured ~~value~~notes ~~within~~aggregating ~~the~~$210,000 ~~accompanying~~at ~~balance~~100.00% ~~sheet~~of atthe ~~March 31~~principal amount, ~~2012~~plus accrued and ~~December 31,~~unpaid ~~2011~~interest.

~~Debt~~There are many restrictions and ~~Capital~~covenants ~~Lease~~placed ~~Obligations~~upon us under both our secured and unsecured indebtedness. We are required to maintain certain operating performance ratios, our covenants impose various restrictions on us as to the timing of redemptions of our notes, there are various change of control covenants, and there are many other restrictive and operational limitations on us that would be difficult or impossible for us to change. The occurrence of any one of these events and/or covenant violations to our debt agreements could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under our debt agreements. The failure to repay or maintain compliance with our covenants on any of our indebtedness would result in an event of default under both our senior credit facility and our note indenture. Annual distributions may be made to our owner in an aggregate amount not to exceed the greater of $1,000 or 50% of consolidated net income as defined in our credit agreement and indenture. At June 30, 2012, we were in compliance with our financial covenants.

~~The following disclosure of estimated fair value of our debt and capital lease obligations has been determined using available market information and discounted cash flow analysis~~9. ~~However,~~FAIR ~~considerable judgment~~VALUE isOF ~~required~~FINANCIAL to interpret market data in order to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. INSTRUMENTS

~~Our~~FASB ~~$210~~ASC Topic 820,~~000~~ ofFair 9Value ¾%Measurements ~~senior~~and ~~unsecured~~Disclosures ~~notes~~(“ASC Topic ~~were~~820”), ~~valued~~establishes ~~using~~a ~~Level~~framework 2for ~~inputs~~measuring ~~based~~fair onvalue ~~quoted~~and ~~market~~requires ~~trading~~specific ~~prices~~disclosures inabout afair ~~market~~value measurements. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a isliability ~~not~~(an ~~active.~~exit price) in an orderly transaction between market participants at the measurement date. The ~~estimated~~guidance ~~fair~~identifies ~~value~~market ofor ~~these~~observable ~~notes~~inputs ~~was~~as ~~approximately~~the ~~$197,400~~preferred ~~and~~sources ~~$194~~of values,~~775~~ asfollowed by assumptions based on hypothetical transactions in the absence of ~~March~~market ~~31,~~inputs. The ~~2012~~guidance ~~and~~establishes ~~December~~a ~~31,~~hierarchy ~~2011~~for grouping these assets and liabilities, ~~respectively.~~based on the significance level of the following inputs:

~~Our~~• ~~variable rate senior secured credit facility was valued using~~ Level 31 — inputs ~~based~~are onunadjusted aquoted ~~discounted~~prices ~~cash flow analysis, using the prevailing market interest rates~~ for ~~debt~~identical ofassets ~~similar~~or ~~dollar~~liabilities ~~amount, maturity~~in ~~and~~active ~~risk~~markets. ~~The estimated fair value of the senior secured credit facility was approximately $70,527 and $71,524 as of March 31, 2012 and December 31, 2011, respectively.~~

~~Our~~• ~~capital~~Level ~~leases~~2 ~~and~~— ~~other~~inputs ~~indebtedness~~include ~~were~~quoted ~~valued~~prices ~~using~~for ~~Level~~identical 3assets ~~inputs~~or ~~based~~liabilities onin amarkets ~~discounted~~that ~~cash~~are ~~flow~~not ~~analysis,~~active ~~using~~and ~~the~~quoted ~~prevailing market~~prices ~~interest~~for ~~rates~~similar ~~for~~assets ~~debt~~and ofliabilities ~~similar~~in ~~dollar~~active ~~amount~~markets, ~~maturity~~ and ~~risk.~~inputs ~~The~~that ~~estimated~~are ~~fair~~observable ~~value~~for of the ~~capital~~asset ~~leases~~or ~~and~~liability, ~~other~~either ~~indebtedness~~directly ~~was~~or ~~approximately $5~~indirectly,~~093~~ ~~and~~for ~~$5,154~~substantially asthe offull ~~March~~term ~~31,~~of ~~2012~~the ~~and~~financial ~~December 31, 2011, respectively~~instrument.

~~Other~~17 ~~Estimated Fair Value Disclosures~~

TheTable estimated fair value of our other financial instruments, such as cash and cash equivalents, accounts receivable and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments. Contents

16• Level 3 — inputs are unobservable and considered significant to the fair value measurement.

~~10.~~A ~~ACCRUED~~financial ~~EXPENSES~~instrument’s categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

~~Accrued~~Recurring ~~expenses~~Fair asValue ofMeasurements ~~March 31,~~– ~~2012~~Investment ~~and~~in ~~December 31,~~Equity ~~2011,~~Securities ~~include the following:~~

	March 31,2012		December 31,2011
Payroll and related	$	5,554	$	5,725
Gaming taxes payable		3,298		3,379
Interest payable		6,013		1,229
Property taxes payable		616		1,176
Slot club liability		1,293		1,209
Progressive jackpot liability		1,946		1,549
Purses due horsemen		1,415		375
Other		3,552		3,776
	$	23,687	$	18,418

We own approximately three percent of the outstanding shares of MTR Gaming Group, Inc. (“MTR”), a publicly-traded gaming company. Our affiliates have also historically invested in MTR, which resulted in a combined ownership of approximately 18.3% of the outstanding common shares of MTR as of June 30, 2012 and thus making the affiliated group MTR’s largest shareholder.

11We have elected the fair value option permitted by FASB ASC Topic 825, Financial Instruments (“ASC Topic 825”), and therefore, we recognize changes in the fair value of our investment in MTR as unrealized gains/losses in earnings based on its quoted market price. ~~CONDENSED~~We ~~CONSOLIDATING~~recorded ~~FINANCIAL~~an ~~INFORMATION~~unrealized loss (gain) on the change in the fair value of the investment totaling $130 and $(333) for the three months ended June 30, 2012 and 2011, respectively, and $(2,344) and $(813) for the six months ended June 30, 2012 and 2011, respectively.

~~Our~~The ~~senior~~following ~~secured~~table ~~credit~~presents ~~facility~~information ~~and~~about ~~unsecured~~our ~~senior~~assets ~~notes~~measured ~~are~~at ~~both~~fair ~~guaranteed~~value byon ~~our~~a ~~current~~recurring ~~and~~basis ~~future~~as ~~restricted subsidiaries.~~of ~~Each~~June 30, ~~subsidiary~~2012, aggregated ~~guarantor is 100% owned~~ by the ~~parent~~level ~~company,~~in ~~all~~the ~~guarantees~~fair ~~are~~value ~~full~~hierarchy ~~and~~within ~~unconditional~~which ~~and~~those ~~joint~~assets ~~and~~fall: ~~several, and all subsidiaries of JEI guarantee the securities.~~

The following information sets forth our Unaudited Condensed Consolidating Balance Sheets as of March 31, 2012 and December 31, 2011, and the Unaudited Condensed Consolidating Statements of Operations and the Unaudited Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2012 and 2011 as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Investments in our subsidiaries are accounted for on the equity method. Accordingly, entries necessary to consolidate the Parent Company Issuer and our Subsidiary Guarantors are reflected in the eliminations column.


Assets Measured at Fair Value on a Recurring Basis at June 30, 2012
	Total Fair Value		Level 1		Level 2		Level 3
Investment in equity securities	$	3,865	$	3,865		—		—

17The following table presents information about our assets measured at fair value on a recurring basis as of December 31, 2011, aggregated by the level in the fair value hierarchy within which those assets fall:

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES


Assets Measured at Fair Value on a Recurring Basis at December 31, 2011
	Total Fair Value		Level 1		Level 2		Level 3
Investment in equity securities	$	1,521	$	1,521		—		—

~~CONDENSED~~Nonrecurring ~~CONSOLIDATING~~Fair ~~BALANCE~~Value ~~SHEETS~~Measurements – Property, Plant and Equipment and Goodwill

ASWe OFapply ~~MARCH~~the 31provisions of the fair value measurement standard to our nonrecurring, non-financial measurements including property, plant and equipment and goodwill impairments. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. Property, plant and equipment is evaluated for impairment and reduced to fair value when there is an indication that the carrying costs exceed the sum of the undiscounted cash flows. Goodwill is evaluated for impairment and reduced to fair value when there is an indication that the carrying costs exceed the fair value. There was no property, plant and equipment or goodwill measured at fair value within the accompanying balance sheets at June 30, 2012.

	ParentCompanyIssuer			SubsidiaryGuarantors		Eliminations			Consolidated
ASSETS
Current assets	$	2,424		$	41,272				$	43,696
Property, plant and equipment, net		1,128			226,180					227,308
Net investment in and advances to subsidiaries		83,355				$	(83,355	)		—
Other long-term assets		6,151			60,820					66,971
Total assets	$	93,058		$	328,272	$	(83,355	)	$	337,975
LIABILITIES AND EQUITY
Current liabilities	$	15,709		$	30,348				$	46,057
Long-term debt		268,438			2,990					271,428
Long-term debt (receivable from) payable to affiliate		(210,378	)		210,378					—
Other long-term liabilities		26			1,201					1,227
Stockholder’s equity		19,263			83,355	$	(83,355	)		19,263
Total liabilities and equity	$	93,058		$	328,272	$	(83,355	)	$	337,975

During the second quarter 2011, we evaluated our ability to recover the recorded cost of Gold Dust West-Carson City. See Note 11. Based on this evaluation, we recorded an impairment of long-lived assets totaling $10,065 related to this property. We used Level 3 inputs and income valuation, market valuation, and cost valuation techniques to measure the fair value of the Gold Dust West-Carson City asset group as of June 30, 2011. We considered a variety of factors when estimating the fair value of the asset group, including estimates about the future operating results, appropriate discount rates, multiples of EBITDA (earnings before interest, income taxes, depreciation and amortization), investment banker market analyses, and recent sales of comparable assets. A variety of estimates and judgments about the relevance and comparability of this information to our assets were made. Additionally, as discussed in Note 7, the portions of property, plant and equipment of Nautica Phase 2 and Nautica Peninsula Land acquired from third parties have been recorded at fair value at their acquisition dates.

ASAs OFdiscussed ~~DECEMBER~~in Note 3, prior to the acquisition by JEI, we determined the carrying value of the goodwill at Amite was impaired. Consequently, Amite recorded a goodwill impairment charge of $2,177 during the year ended December 31, 2011.

	ParentCompanyIssuer			SubsidiaryGuarantors		Eliminations			Consolidated
ASSETS
Current assets	$	511		$	37,020				$	37,531
Property, plant and equipment, net		868			227,815					228,683
Net investment in and advances to subsidiaries		86,363				$	(86,363	)		—
Other long-term assets		2,879			60,729					63,608
Total assets	$	90,621		$	325,564	$	(86,363	)	$	329,822
LIABILITIES AND EQUITY
Current liabilities	$	15,584		$	24,593				$	40,177
Long-term debt		269,450			3,013					272,463
Long-term debt (receivable from) payable to affiliate		(210,407	)		210,407					—
Other long-term liabilities		23			1,188					1,211
Stockholder’s equity		15,971			86,363	$	(86,363	)		15,971
Total liabilities and equity	$	90,621		$	325,564	$	(86,363	)	$	329,822

The following table presents information about our non-financial assets measured at fair value on a nonrecurring basis during 2011, aggregated by the level in the fair value hierarchy within which those assets fall:


Assets Measured at Fair Value on a Nonrecurring Basis During 2011
	Total Fair Value		Level 1		Level 2		Level 3
Property, plant and equipment	$	8,400		—		—	$	8,400
Goodwill	$	2,116		—		—	$	2,116

~~JACOBS~~There ~~ENTERTAINMENT,~~was ~~INC.~~no ~~AND~~change ~~SUBSIDIARIES~~in fair value through December 31, 2011.

~~CONDENSED~~18 ~~CONSOLIDATING STATEMENTS OF OPERATIONS~~

FORTable THEof THREE MONTHS ENDED MARCH 31, 2012 Contents

	ParentCompanyIssuer			SubsidiaryGuarantors			Eliminations			Consolidated
Net revenues	$	—		$	98,268		$	—		$	98,268
Costs and expenses		(1,132	)		(86,380	)		—			(87,512	)
Interest expense, net		(1,400	)		(5,064	)		—			(6,464	)
Equity in earnings of subsidiaries		6,824			—			(6,824	)		—
Net income	$	4,292		$	6,824		$	(6,824	)	$	4,292

Debt and Capital Lease Obligations

~~FOR~~The ~~THE~~following ~~THREE~~disclosure ~~MONTHS~~of ~~ENDED~~estimated ~~MARCH~~fair 31value of our debt and capital lease obligations has been determined using available market information and discounted cash flow analysis. However, ~~2011~~considerable judgment is required to interpret market data in order to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

~~(As~~Our ~~adjusted~~$210,000 ~~see~~of ~~Note~~9 3/4% 7)senior unsecured notes were valued using Level 2 inputs based on quoted market trading prices in a market that is not active.

	ParentCompanyIssuer			SubsidiaryGuarantors			Eliminations			Consolidated
Net revenues	$	—		$	91,894		$	(51	)	$	91,843
Costs and expenses		(2,086	)		(81,255	)		51			(83,290	)
Interest expense, net		(1,518	)		(5,260	)		—			(6,778	)
Equity in earnings of subsidiaries		5,375			—			(5,375	)		—
Noncontrolling interest		—			(4	)		—			(4	)
Net income attributable to JEI	$	1,771		$	5,375		$	(5,375	)	$	1,771

Our variable rate senior secured credit facility was valued using Level 3 inputs based on a discounted cash flow analysis, using the prevailing market interest rates for debt of similar dollar amount, maturity and risk.

19Our capital leases and other indebtedness were valued using Level 3 inputs based on a discounted cash flow analysis, using the prevailing market interest rates for debt of similar dollar amount, maturity and risk.

~~JACOBS~~The ~~ENTERTAINMENT~~estimated fair value of our debt and capital lease obligations as of June 30, ~~INC.~~2012 ~~AND~~and ~~SUBSIDIARIES~~December 31, 2011 is as follows:

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


	June 30, 2012				December 31, 2011 (As adjusted, see Note 7)
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Liabilities – Debt and capital lease obligations:
Senior unsecured notes	$	210,000	$	197,400	$	210,000	$	194,775
Senior secured credit facility	$	79,775	$	79,663	$	71,650	$	71,524
Capital leases and other indebtedness	$	3,053	$	5,095	$	17,722	$	19,784

~~FOR~~Other ~~THE~~Estimated ~~THREE~~Fair ~~MONTHS~~Value ~~ENDED~~Disclosures ~~MARCH 31, 2012~~

	ParentCompanyIssuer			SubsidiaryGuarantors			Consolidated
Net cash provided by operating activities	$	6,924		$	3,473		$	10,397
INVESTING ACTIVITIES:
Additions to property, plant and equipment		(448	)		(3,581	)		(4,029	)
Proceeds from sale of equipment		—			8			8
Purchases of device rights		—			(661	)		(661	)
Net cash used in investing activities		(448	)		(4,234	)		(4,682	)
FINANCING ACTIVITIES:
Payments to obtain financing		(572	)		—			(572	)
Proceeds from revolving line of credit		4,000			—			4,000
Payments on long-term debt		(141	)		(20	)		(161	)
Payments on revolving line of credit		(4,900	)		—			(4,900	)
Net advances to/from subsidiaries		(2,597	)		2,597			—
Distributions to stockholder		(1,000	)		—			(1,000	)
Net cash (used in) provided by financing activities		(5,210	)		2,577			(2,633	)
Net Increase in Cash and Cash Equivalents		1,266			1,816			3,082
Cash and Cash Equivalents — Beginning of Period		281			24,946			25,227
Cash and Cash Equivalents — End of Period	$	1,547		$	26,762		$	28,309

The estimated fair value of our other financial instruments, such as cash and cash equivalents, accounts receivable and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments.

~~FOR~~10. ~~THE~~ACCRUED ~~THREE MONTHS ENDED MARCH 31, 2011~~ EXPENSES

~~(As~~Accrued ~~adjusted~~expenses as of June 30, ~~see~~2012 ~~Note~~and 7)December 31, 2011, include the following:

	ParentCompanyIssuer			SubsidiaryGuarantors			Consolidated
	June 30,2012			December 31,2011(As adjusted,see Note 7)
Net cash provided by (used in) operating activities	$	11,626		$	(436	)	$	11,190
Payroll and related	$	5,633		$	5,757
INVESTING ACTIVITIES:
Gaming taxes payable		2,181			3,388
Additions to property, plant and equipment		(352	)		(4,282	)		(4,634	)
Interest payable		1,019			1,358
Proceeds from sale of equipment		—			79			79
Property taxes payable		1,195			1,176
Purchases of device rights		—			(1,217	)		(1,217	)
Slot club liability		1,366			1,210
Acquisition of noncontrolling interest		(1,243	)		—			(1,243	)
Progressive jackpot liability		1,939			1,549
Net cash used in investing activities		(1,595	)		(5,420	)		(7,015	)
Purses due horsemen		2,780			375
FINANCING ACTIVITIES:
Other		3,664			3,848
Proceeds from issuance of debt		—			800			800
	$	19,777		$	18,661
Proceeds from revolving line of credit		16,800			—			16,800
Payments on long-term debt		(101	)		(857	)		(958	)
Payments on revolving line of credit		(5,500	)		—			(5,500	)
Net advances to/from subsidiaries		(6,894	)		6,894			—
Distributions to stockholder		(14,407	)		—			(14,407	)
Net cash (used in) provided by financing activities		(10,102	)		6,837			(3,265	)
Net (Decrease) Increase in Cash and Cash Equivalents		(71	)		981			910
Cash and Cash Equivalents — Beginning of Period		196			24,509			24,705
Cash and Cash Equivalents — End of Period	$	125		$	25,490		$	25,615

2011. IMPAIRMENT OF LONG-LIVED ASSETS

~~Item~~During 2the second quarter 2011, based on operating results, we were required, pursuant to FASB ASC Topic 360, Property, Plant and Equipment, to assess our ability to recover the recorded cost of the Gold Dust West-Carson City long-lived assets. ~~MANAGEMENT~~We prepared a cash flow analysis based on management’Ss ~~DISCUSSION~~best ~~AND~~estimate ~~ANALYSIS~~in OFan ~~FINANCIAL~~effort ~~CONDITION~~to ~~AND~~assess ~~RESULTS~~the likelihood OFof ~~OPERATIONS~~recovering the cost of these assets. Based on these projections and the related underlying assumptions as well as our knowledge of the Carson City market, we believe that we will not be able to recover the carrying cost of these assets, and therefore, Gold Dust West-Carson City recorded an impairment of long-lived assets totaling $10,065 during the second quarter ended June 30, 2011. Future events such as actual performance versus projected performance, continued market decline, increased and/or changing competitive forces, or other unforeseen events could change our estimates and cause us to recognize an additional impairment in the carrying value of the Gold Dust West-Carson City long-lived assets in future periods. Such an impairment could be material to our financial position and results of operations.

~~This~~19 section discusses the results of our operations for the three months ended March 31, 2012 and 2011. We recommend reading the following discussions and analyses in conjunction with our unaudited condensed consolidated financial statements, including the notes and other financial information contained in this Form 10-Q, as well as our audited consolidated financial statements as of December 31, 2011, included in our Form 10-K report filed with the Securities and Exchange Commission (“10-K Report”). Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute “forward-looking statements,” which statements involve risks and uncertainties. In this regard, see the section “Risk Factors” in Item 1A of our 10-K Report.

TheTable historical information should not necessarily be taken as a reliable indicator of our future performance. Contents

~~TABLE~~12. OFCONDENSED ~~CONTENTS~~CONSOLIDATING ~~TO MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~ FINANCIAL ~~CONDITION AND RESULTS OF OPERATIONS (MD&A)~~ INFORMATION

Description of item
1.	Significant transactions occurring during 2012	21
2.	Overview and discussion of our operations	22
3.	Comparison of our results of operations for the three months ended March 31, 2012 to the three months ended March 31, 2011	24
4.	Segment information	26
5.	Liquidity and capital resources	29
6.	Critical accounting policies and estimates	31

Our senior secured credit facility and unsecured senior notes are both guaranteed by our current and future restricted subsidiaries. Each subsidiary guarantor is 100% owned by the parent company, all guarantees are full and unconditional and joint and several, and all subsidiaries of JEI guarantee the securities.

1.The ~~Significant~~following ~~transactions~~information ~~occurring~~sets ~~during~~forth our Unaudited Condensed Consolidating Balance Sheets as of June 30, 2012 and December 31, 2011, the Unaudited Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2012 and 2011, and the Unaudited Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2012 and 2011 as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Investments in our subsidiaries are accounted for on the equity method. Accordingly, entries necessary to consolidate the Parent Company Issuer and our Subsidiary Guarantors are reflected in the eliminations column.

~~Amendment~~20 ~~to Credit Agreement~~

On February 23,Table 2012, we entered into a second amendment and restatement agreement to our credit facility (the “Restated Credit Agreement”). The Restated Credit Agreement extended the maturity of $45 million of our term loans and $37 million of our revolving loan commitments to December 16, 2013, among other minor amendments. In addition, we increased our revolver capacity to $40 million. We are required to pay down $11.75 million of term loans on or before the June 16, 2012 maturity date. We also have the right to borrow an additional $12 million of term loans under the Restated Credit Agreement if we choose, so long as the total indebtedness under the Restated Credit Agreement does not exceed $96.75 million. Contents

AsJACOBS ~~a result of the Restated Credit Agreement~~ENTERTAINMENT, ~~our interest rate will increase by 0~~INC.~~25%~~ onAND ~~the~~SUBSIDIARIES loans that mature on December 16, 2013. As such, the interest rate on the drawn revolving loan balance will increase by 0.25%, the interest rate on the $11.75 million of term loans that mature June 16, 2012 will remain 3% above LIBOR, and the $45 million of term loans that mature December 16, 2013 will have an interest rate of 3.25% above LIBOR. See Note 8 of the unaudited condensed consolidated financial statements.

~~Black~~CONDENSED ~~Hawk,~~CONSOLIDATING ~~Colorado~~BALANCE SHEETS

OnAS ~~February 24,~~OF ~~2012,~~JUNE ~~we entered into a real estate contract with Dakota Blackhawk~~30, LLC and Miner’s Mesa Development, LLC, both non-affiliated third parties, wherein we agreed to purchase approximately 45 acres of land located in the City of Black Hawk, Colorado (with approximately 1 acre within the casino gaming district) for an aggregate purchase price of $7.5 million. A deposit of $0.6 million was paid during the first quarter of 2012~~. The~~ ~~transaction is subject to the completion of due diligence procedures and typical terms and conditions prior to closing, which is expected to occur on or before January 31, 2013.~~

Acquisition


	Parent Company Issuer			Subsidiary Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	1,391		$	43,125				$	44,516
Property, plant and equipment, net		795			227,667					228,462
Net investment in and advances to subsidiaries		86,163				$	(86,163	)		—
Other long-term assets		6,065			62,571					68,636

Total assets	$	94,414		$	333,363	$	(86,163	)	$	341,614

LIABILITIES AND EQUITY
Current liabilities	$	2,986		$	26,764				$	29,750
Long-term debt		289,275			2,974					292,249
Long-term debt (receivable from) payable to affiliate		(216,250	)		216,250					—
Other long-term liabilities		28			1,212					1,240
Stockholder’s equity		18,375			86,163	$	(86,163	)		18,375

Total liabilities and equity	$	94,414		$	333,363	$	(86,163	)	$	341,614

OnAS ~~April~~OF 2,DECEMBER ~~2012~~31, we2011 ~~acquired another parking lot business from Nautica Peninsula Land for $0.2 million.~~

21(As adjusted, see Note 7)

2. Overview and discussion of our operations


	Parent Company Issuer			Subsidiary Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	511		$	36,561				$	37,072
Property, plant and equipment, net		868			230,054					230,922
Net investment in and advances to subsidiaries		71,242				$	(71,242	)		—
Other long-term assets		2,879			63,012					65,891

Total assets	$	75,500		$	329,627	$	(71,242	)	$	333,885

LIABILITIES AND EQUITY
Current liabilities	$	15,584		$	30,174				$	45,758
Long-term debt		269,450			16,616					286,066
Long-term debt (receivable from) payable to affiliate		(210,407	)		210,407					—
Other long-term liabilities		23			1,188					1,211
Stockholder’s equity		850			71,242	$	(71,242	)		850

Total liabilities and equity	$	75,500		$	329,627	$	(71,242	)	$	333,885

~~Our~~21 CEO is our chief operating decision maker. As of March 31, 2012, we had four segments representing the geographic regions of our operations: Colorado, Nevada, Louisiana and Virginia. Each segment is managed separately because of the unique characteristics of its revenue stream and customer base. We have aggregated our operations into these four segments based on similarities in the nature of the properties’ businesses, customers and regulatory environment in which each property operates. The Colorado segment consists of The Lodge and Gilpin casinos. Our Nevada segment includes the Gold Dust West-Reno, Gold Dust West-Carson City and Gold Dust West-Elko casinos. The Louisiana operations consist of video poker truck stops, and the Virginia segment consists of Colonial’s pari-mutuel operations and satellite wagering facilities.

WhenTable we analyze and manage our segments, we focus on several measurements that we believe provide us with the necessary ratios and key performance indicators for us to determine how we are performing versus our competition and against our own internal goals and budgets. We confer monthly and discuss and analyze significant variances in an effort to identify trends and changes in our business. We focus on EBITDA (earnings before interest, income taxes, depreciation and amortization) as one of the primary measurements of reviewing and analyzing the operating results of each segment. While we recognize that EBITDA is not a generally accepted accounting principle (i.e. it is a non-GAAP financial measure), we nonetheless believe it is useful because it allows holders of our debt and management to evaluate and compare operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Additionally, most financial analysts following the gaming industry utilize EBITDA as a financial measurement, and when our debt holders (both secured and unsecured) inquire and discuss our operational performance with us, they consistently inquire about our EBITDA performance levels versus the prior year as well as our EBITDA margins versus our competitors. Finally, EBITDA is a key component of certain financial covenants contained in our debt agreements, among other things, and as such it is a critical ingredient that we must watch in order to ensure compliance with our bank credit agreement and our note indenture covenants, measure our historical operating performance, and determine our ability to achieve future growth and/or financing. Contents

InJACOBS ~~addition to the above performance measurements~~ENTERTAINMENT, ~~we pay particular attention to our monthly and annual cash flow~~INC. ~~Our~~AND ~~business~~SUBSIDIARIES is sensitive to shifts in volumes and levels of activity and we find it necessary to monitor our cash levels closely. Every six months (June 15 and December 15) we have a cash interest payment due on our $210 million senior unsecured notes amounting to $10.2 million. Additionally, we currently have $56.6 million outstanding on our senior secured credit facility with interest due at varying intervals. As of March 31, 2012, $14.0 million was outstanding on the $40 million senior secured revolving credit facility we have with a bank group on which we can draw as needed in order to augment the cash flow we generate from operations. This is generally a function of the timing of generating cash from operations coupled with the amount of cash we need to run the business—i.e., our cash inventory. Presently, we estimate that we require approximately $15 million of cash inventory to operate our properties. See also Section 5, “Liquidity and Capital Resources.”

~~Colorado~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

~~Our~~FOR ~~Colorado~~THE ~~operations~~THREE ~~consist~~MONTHS ofENDED ~~The~~JUNE ~~Lodge Casino at Black Hawk (“The Lodge”) and the Gilpin Casino (“Gilpin”)~~30, ~~both of which are located in Black Hawk, Colorado. The competitive aspects of the market in Black Hawk continue to be a significant factor in our operations. At March 31,~~ 2012, there were approximately 8,400 slot machines in the city of Black Hawk. We had 1,362 slot machines in this market (984 at The Lodge and 378 at the Gilpin), which represented approximately 16% of the total slot machines in Black Hawk. Additionally, there were 198 table games in the city of Black Hawk. We had 40 table games in this market (34 at The Lodge and 6 at the Gilpin), which represented approximately 20% of the total table games in Black Hawk.

Nevada


	Parent Company Issuer			Subsidiary Guarantors			Eliminations			Consolidated
Net revenues	$	—		$	99,213		$	—		$	99,213
Costs and expenses		(3,435	)		(87,177	)		—			(90,612	)
Interest expense, net		(1,148	)		(5,291	)		—			(6,439	)
Equity in earnings of subsidiaries		6,745						(6,745	)		—

Net income	$	2,162		$	6,745		$	(6,745	)	$	2,162

~~Our~~FOR ~~Nevada~~THE ~~operations~~THREE ~~consist~~MONTHS ofENDED ~~Gold~~JUNE ~~Dust West-Reno~~30, ~~located~~2011 in Reno, Nevada, which was acquired on January 5, 2001; Gold Dust West-Carson City, located in Carson City, Nevada, which was acquired on June 25, 2006; and Gold Dust West-Elko, located in Elko, Nevada, which we developed and opened on March 5, 2007. As in Colorado, our Nevada casinos operate in highly competitive markets. As a result of the added competition from Indian Gaming in California, many Northern Nevada casinos advertise themselves as “locals’ casinos.”

22(As adjusted, see Note 7)

Louisiana


	Parent Company Issuer			Subsidiary Guarantors			Eliminations			Consolidated
Net revenues	$	—		$	100,337		$	(24	)	$	100,313
Costs and expenses		(2,261	)		(99,332	)		24			(101,569	)
Interest expense, net		(1,456	)		(5,449	)		—			(6,905	)
Loss in earnings of subsidiaries		(4,453	)					4,453			—
Noncontrolling interest		—			(9	)		—			(9	)

Net loss attributable to JEI	$	(8,170	)	$	(4,453	)	$	4,453		$	(8,170	)

~~Our~~FOR ~~Louisiana~~THE ~~operations~~SIX ~~consist~~MONTHS ofENDED 21JUNE ~~video poker truck stops located in Louisiana and a share in the gaming revenues from an additional video poker truck stop. Each video poker truck stop features a convenience store~~30, ~~fueling operations, a restaurant and up to 50 video poker devices in the casino depending on the level of fuel sales and available space. At March 31,~~ 2012, ~~our video poker truck stops had a combined total of 1,098 video poker devices.~~

The Louisiana video poker truck stops’ revenues are comprised of: (i) revenue from video poker gaming machines; (ii) sales of gasoline and diesel fuel; (iii) sales of groceries, trucker supplies and various items through their convenience stores; (iv) sales of food and beverages in their restaurants and bars; and (v) miscellaneous commissions on ATMs, pay phones and lottery sales.


	Parent Company Issuer			Subsidiary Guarantors			Eliminations			Consolidated
Net revenues	$	—		$	198,673		$	—		$	198,673
Costs and expenses		(4,567	)		(174,525	)		—			(179,092	)
Interest expense, net		(2,548	)		(10,617	)		—			(13,165	)
Equity in earnings of subsidiaries		13,531						(13,531	)		—

Net income	$	6,416		$	13,531		$	(13,531	)	$	6,416

~~All~~FOR ~~video~~THE ~~poker~~SIX ~~activity~~MONTHS isENDED ~~reported~~JUNE via a computer phone line directly to the Louisiana State Police. The Louisiana video poker truck stops’ revenues are dependent on meeting the minimum gallons of fuel sales requirements necessary to operate video poker gaming machines in Louisiana. The fuel sales requirements must be complied with on an annual basis (except for the first year of operations during which it must be complied with on a quarterly basis) and in the event of noncompliance30, ~~the~~2011 Louisiana State Police will turn off a portion of the video poker machines until the minimum fuel sales requirements are met. Management of the Louisiana video poker truck stops believes that they will continue to meet the fuel sales requirements necessary to operate video poker gaming machines in Louisiana at current levels, however, we can give no assurances in this regard.

~~The~~(As ~~Louisiana video poker truck stop market caters primarily to local residents~~adjusted, ~~whom~~see ~~we believe~~Note ~~contribute~~7) ~~to the vast majority of video poker gaming revenues. We believe that most of our video poker customers live within a five-mile radius of our properties.~~

Virginia


	Parent Company Issuer			Subsidiary Guarantors			Eliminations			Consolidated
Net revenues	$	—		$	193,325		$	(75	)	$	193,250
Costs and expenses		(4,347	)		(181,495	)		75			(185,767	)
Interest expense, net		(2,974	)		(11,096	)		—			(14,070	)
Equity in earnings of subsidiaries		721						(721	)		—
Noncontrolling interest		—			(13	)		—			(13	)

Net (loss) income attributable to JEI	$	(6,600	)	$	721		$	(721	)	$	(6,600	)

~~Colonial’s~~22 revenues are comprised of: (i) pari-mutuel commissions from wagering on races broadcast from out-of-state racetracks to Colonial’s satellite wagering facilities and the track using import simulcasting; (ii) wagering at the track and Colonial’s satellite wagering facilities on its live races; (iii) commissions from advance deposit account wagering by telephone and over the internet; (iv) admission fees, program and racing form sales, and certain other ancillary deposit account activities; and (v) net income from food and beverage sales and concessions.

Colonial’sTable revenues are heavily dependent on the operations of its satellite wagering facilities. Revenues from the satellite wagering facilities help support live racing at the track. The amount of revenue Colonial earns from each wager depends on where the race is run. Revenues from import simulcasting of out-of-state races and from wagering at the track and at the satellite wagering facilities on races run at the track consist of the total amount wagered at Colonial’s facilities, less the amount paid as winning wagers. The percentage of each dollar wagered on horse races that must be returned to the public as winning wagers (typically about 79%) is legislated by the state in which a race takes place. Revenues from export simulcasting consist of amounts payable to Colonial by the out-of-state racetracks and their simulcast facilities with respect to wagering on races run at the track. Contents

InJACOBS ~~February 2012~~ENTERTAINMENT, ~~Colonial Downs received a license for a tenth satellite wagering facility~~INC. ~~The~~AND ~~facility~~SUBSIDIARIES ~~is located in downtown Richmond and operates within an existing restaurant. We currently operate ten satellite wagering facilities in Virginia.~~

~~Since~~CONDENSED ~~2004,~~CONSOLIDATING ~~Colonial~~STATEMENTS ~~Downs~~OF ~~has~~CASH ~~operated~~FLOWS an internet account wagering platform in Virginia called EZ Horseplay. In early 2009, Colonial Downs developed a custom built account wagering support kiosk that allows a customer to remotely open a wagering account, fund the account with cash, take a cash withdrawal from their account and print a race track program. The first kiosks, along with a touchscreen version of the EZ Horseplay internet account wagering platform, were deployed in September 2009. As of March 31, 2012, we have deployed approximately 80 kiosks in private clubs, bars and restaurants in Virginia.

23FOR THE SIX MONTHS ENDED JUNE 30, 2012

3. Comparison of our results of operations for the three months ended March 31, 2012 to the three months ended March 31, 2011.


	Parent Company Issuer			Subsidiary Guarantors			Consolidated
Net cash provided by operating activities	$	11,561		$	242		$	11,803

INVESTING ACTIVITIES:
Additions to property, plant and equipment		(471	)		(7,734	)		(8,205	)
Proceeds from sale of equipment		—			55			55
Purchases of device rights		—			(698	)		(698	)
Purchase of trademark		(125	)		—			(125	)

Net cash used in investing activities		(596	)		(8,377	)		(8,973	)

FINANCING ACTIVITIES:
Payments to obtain financing		(603	)		—			(603	)
Proceeds from issuance of debt		5,000			—			5,000
Proceeds from revolving line of credit		27,000			—			27,000
Payments on long-term debt		(11,975	)		(464	)		(12,439	)
Payments on revolving line of credit		(11,900	)		—			(11,900	)
Net advances to/from subsidiaries		(10,813	)		10,813			—
Distributions to stockholder		(7,101	)		—			(7,101	)

Net cash (used in) provided by financing activities		(10,392	)		10,349			(43	)

Net Increase in Cash and Cash Equivalents		573			2,214			2,787
Cash and Cash Equivalents — Beginning of Period		281			25,116			25,397

Cash and Cash Equivalents — End of Period	$	854		$	27,330		$	28,184

~~The~~23 ~~following table summarizes our consolidated results of operations for the three months ended March 31, 2012 and 2011 (dollars in thousands):~~

	Three Months Ended
	March 31,
	2012			2011(As adjusted,see Note 7 ofFinancialStatements)			$ Change			% Variance
REVENUES
Gaming:
Casino	$	36,837		$	36,094		$	743			2.06	%
Truck stop		20,157			19,508			649			3.33	%
Pari-mutuel		6,745			6,382			363			5.69	%
Food and beverage		7,148			7,077			71			1.00	%
Convenience store – fuel		31,069			26,689			4,380			16.41	%
Other		6,003			5,343			660			12.35	%
Less: Promotional allowances		(9,691	)		(9,250	)		(441	)		4.77	%
Total net revenues		98,268			91,843			6,425			7.00	%
COSTS AND EXPENSES
Gaming:
Casino		12,657			12,462			195			1.56	%
Truck stop		11,118			11,256			(138	)		-1.23	%
Pari-mutuel		5,147			4,850			297			6.12	%
Food and beverage		3,333			3,330			3			0.09	%
Convenience store – fuel		30,058			25,642			4,416			17.22	%
Other		5,282			4,552			730			16.04	%
Marketing, general and administrative		17,330			16,073			1,257			7.82	%
Unrealized gain on change in fair value of investment in equity securities		(2,474	)		(480	)		(1,994	)		n/a
Depreciation and amortization		5,061			5,605			(544	)		-9.71	%
Total costs and expenses		87,512			83,290			4,222			5.07	%
OPERATING INCOME		10,756			8,553			2,203			25.76	%
Interest expense, net		(6,464	)		(6,778	)		314			-4.63	%
NET INCOME		4,292			1,775			2,517			141.80	%
Net income of subsidiary attributable to the noncontrolling interest		—			(4	)		4			-100.00	%
NET INCOME ATTRIBUTABLE TO JEI	$	4,292		$	1,771		$	2,521			142.35	%

24FOR THE SIX MONTHS ENDED JUNE 30, 2011

~~All comparisons~~(As ~~below~~adjusted, ~~begin~~see ~~with~~Note ~~the~~7) ~~2012 results followed by the 2011 results.~~

Casino revenues increased $0.7 million or 2% to $36.8 million from $36.1 million. The increase in casino revenues is primarily due to increases at The Lodge of $0.6 million or 3% and Gold Dust West-Reno of $0.2 million or 5%, somewhat offset by a decrease at Gold Dust West-Carson City of $0.1 million or 4%. Revenues at The Lodge increased primarily due to increases in slots and table games revenues.


	Parent Company Issuer			Subsidiary Guarantors			Consolidated
Net cash provided by operating activities	$	9,576		$	3,228		$	12,804

INVESTING ACTIVITIES:
Additions to property, plant and equipment		(407	)		(7,695	)		(8,102	)
Proceeds from sale of equipment		—			116			116
Purchases of device rights		—			(1,259	)		(1,259	)
Acquisition of noncontrolling interest		(1,243	)		—			(1,243	)

Net cash used in investing activities		(1,650	)		(8,838	)		(10,488	)

FINANCING ACTIVITIES:
Proceeds from issuance of debt		—			800			800
Proceeds from revolving line of credit		30,800			—			30,800
Payments on long-term debt		(201	)		(1,270	)		(1,471	)
Payments on revolving line of credit		(14,300	)		—			(14,300	)
Net advances to/from subsidiaries		(9,613	)		9,613			—
Distributions to stockholder		(14,407	)		—			(14,407	)

Net cash (used in) provided by financing activities		(7,721	)		9,143			1,422

Net Increase in Cash and Cash Equivalents		205			3,533			3,738
Cash and Cash Equivalents — Beginning of Period		196			24,672			24,868

Cash and Cash Equivalents — End of Period	$	401		$	28,205		$	28,606

~~Truck~~24 ~~stop video poker gaming revenues increased $0.7 million or 3% to $20.2 million from $19.5 million. The increase in revenues was consistent with the statewide truck stop video gaming revenue increase.~~

Pari-mutuelTable revenues increased $0.3 million or 6% to $6.7 million from $6.4 million. A $0.5 million increase in account wagering revenues was partially offset by a $0.2 million decrease in wagering revenues at the satellite wagering facilities, primarily due to an overall decrease in attendance and the seasonal closing of our Hull street location. Contents

~~Food~~Item ~~and beverage revenues increased less than $0~~2.1 ~~million~~MANAGEMENT’S orDISCUSSION 1%AND toANALYSIS ~~$7.1~~OF ~~million~~FINANCIAL ~~and~~CONDITION ~~are~~AND ~~primarily~~RESULTS ~~attributable~~OF ~~to an increase at The Lodge~~OPERATIONS.

~~Convenience~~This ~~store-fuel~~section discusses ~~revenues~~the ~~increased~~results ~~$4.4~~of ~~million~~our oroperations ~~16%~~for tothe ~~$31.1~~three ~~million~~and ~~from~~six ~~$26.7~~months ~~million.~~ended ~~The~~June 30, ~~increase~~2012 ~~was~~and ~~primarily~~2011. ~~due~~We torecommend anreading ~~increase~~the following discussions and analyses in conjunction with our unaudited condensed consolidated financial statements, including the ~~average~~notes ~~selling~~and ~~price~~other financial information contained in this Form 10-Q, as well as our audited consolidated financial statements as of ~~fuel~~December 31, to2011, $3included in our Form 10-K report filed with the Securities and Exchange Commission (“10-K Report”).65 ~~per~~Certain ~~gallon~~statements contained in this Management’s Discussion and Analysis of Financial ~~2012~~Condition ~~from~~and ~~$3.33~~Results ~~per~~of ~~gallon~~Operations inconstitute ~~2011~~“forward-looking statements,” ~~combined~~which ~~with~~statements ainvolve 6%risks ~~increase~~and uncertainties. In this regard, see the section “Risk Factors” in ~~volume.~~Item 1A of our 10-K Report.

Other revenues increased $0.7 million or 12% to $6.0 million from $5.3 million and were primarily attributable to a $0.4 million increase in convenience store revenues at the video poker truck stops, a $0.1 million increase in hotel and other revenues at The ~~Lodge,~~historical ainformation ~~$0.1~~should ~~million~~not ~~increase~~necessarily inbe ~~hotel~~taken ~~revenues~~as ~~at Gold Dust West-Carson City and~~ a ~~$0.1~~reliable ~~million~~indicator ~~increase in revenues at the Nautica Properties primarily due to the opening~~ of ~~an aquarium in close proximity to~~ our ~~properties~~future performance.

~~Promotional~~TABLE ~~allowances~~OF ~~increased~~CONTENTS ~~$0.4~~TO ~~million~~MANAGEMENT’S orDISCUSSION 5%AND toANALYSIS ~~$9.7~~OF ~~million~~FINANCIAL ~~from~~CONDITION ~~$9.3~~AND ~~million.~~RESULTS ~~Promotional~~OF ~~allowances~~OPERATION ~~increased~~(MD&A) ~~by $0.2 million at The Lodge, $0.1 million at the Gilpin and $0.1 million at the truck stops.~~

Casino expenses increased $0.2 million or 2% to $12.7 million from $12.5 million, resulting from increases at The Lodge of $0.1 million and increases at our three Nevada casinos combined totaling $0.1 million. The increase at The Lodge directly corresponds to the increase in casino revenues.


Description of item
1. Significant transactions occurring during 2012			25
2. Overview and discussion of our operations			26
3. Comparison of our results of operations for the three months ended June 30, 2012 to the three months ended June 30, 2011			28
4. Comparison of our results of operations for the six months ended June 30, 2012 to the six months ended June 30, 2011			30
5. Segment information			32
6. Liquidity and capital resources			36
7. Critical accounting policies and estimates			38

~~Truck stop gaming expenses decreased $0.~~1 ~~million or 1% to $11~~.1 ~~million~~Significant ~~from~~transactions ~~$11.2~~occurring ~~million.~~during 2012

~~Pari-mutuel~~Amendment ~~costs and expenses increased $0.3 million or 6%~~ to ~~$5.1~~Credit ~~million~~Agreement from $4.8 million. The increase is attributable to a $0.4 million increase in account wagering costs as a result of increased revenues, partially offset by a $0.1 million decrease at the satellite wagering facilities.

~~Food~~On February 23, ~~and~~2012, ~~beverage~~we ~~costs~~entered into a second amendment and ~~expenses~~restatement ~~were~~agreement ~~unchanged~~to atour credit facility (the “Restated Credit Agreement”). The Restated Credit Agreement extended the maturity of $345 million of our term loans and $37 million of our revolving loan commitments to December 16, 2013, among other minor amendments.3 In addition, we increased our revolver capacity to $40 million. AnAs ~~increase~~required under the terms of the Restated Credit Agreement, we paid down $011.1 75 million atof ~~Gold~~term ~~Dust~~loans ~~West-Elko~~by ~~was~~the ~~offset~~June 16, by2012 ~~decreases~~maturity ~~totaling~~date. Additionally, on June 29, 2012, in conjunction with the acquisition of Cash Magic Amite, LLC (“Amite”) as discussed in further detail below, we borrowed an additional $5 million term loan under the Restated Credit Agreement, for an aggregate total of $050 million of term loans.1 We also have the right to borrow an additional $7 million atof term loans under the ~~truck~~Restated ~~stops~~Credit ~~and~~Agreement ~~Colonial~~if we choose, so long as the total indebtedness under the Restated Credit Agreement does not exceed $96.75 million.

~~Convenience~~As ~~store-fuel~~a ~~expenses~~result of the Restated Credit Agreement, our interest rate increased $4by 0.425% ~~million~~on orthe ~~17%~~loans tothat ~~$30.0~~mature ~~million~~on ~~from~~December 16, ~~$25~~2013.~~6 million.~~ As ~~The~~such, ~~increase~~the ~~was~~interest ~~primarily~~rate ~~due~~on tothe andrawn ~~increase~~revolving inloan ~~the~~balance ~~average~~increased ~~cost~~by of0.25%, ~~fuel~~the tointerest rate on the $311.5275 ~~per~~million ~~gallon~~of interm loans that matured June 16, 2012 ~~from~~remained $at 3~~.19~~% ~~per~~above ~~gallon~~LIBOR, inand ~~2011~~the $50 million of term loans that mature December 16, ~~combined~~2013 ~~with~~have an ~~increase~~interest inrate ~~volume~~of as3.25% ~~discussed~~above inLIBOR. ~~convenience~~See ~~store-fuel~~Note ~~revenues~~8 ~~above~~of the unaudited condensed consolidated financial statements.

~~Other~~Black ~~costs and expenses increased $0.7 million or 16% to $5.3 million from $4.6 million~~Hawk, ~~and~~Colorado ~~were attributable to an increase in convenience store expenses at the video poker truck stops which correlates to the increase in convenience store revenues combined with an increase in labor costs.~~

~~Marketing~~On February 24, ~~general~~2012, ~~and~~we ~~administrative~~entered ~~expenses~~into ~~increased~~a ~~$1.2~~real ~~million~~estate orcontract 8%with toDakota ~~$17.3~~Blackhawk, ~~million~~LLC ~~from~~and ~~$16.1~~Miner’s ~~million.~~Mesa ~~This~~Development, ~~increase~~LLC, isboth ~~primarily~~non-affiliated ~~the~~third ~~result~~parties, ofwherein ~~increases~~we ofagreed ~~$1.1~~to ~~million~~purchase atapproximately ~~corporate,~~45 ~~$0.1 million~~acres atof ~~The~~land ~~Lodge,~~located ~~$0.1~~in ~~million at~~ the ~~truck~~City ~~stops~~of Black Hawk, ~~$0.1~~Colorado ~~million~~(with atapproximately ~~Colonial and $0.~~1 ~~million~~acre atwithin the ~~Nautica~~casino ~~Properties,~~gaming ~~somewhat~~district) ~~offset~~for byan ~~decreases~~aggregate purchase price of $07.25 million. A atdeposit ~~the~~of ~~Gilpin and~~ $0.16 million atwas ~~Gold~~paid ~~Dust~~during ~~West-Carson~~the ~~City.~~first ~~The~~quarter ~~increase~~of ~~at corporate~~2012. The transaction is ~~primarily~~subject ~~due~~ to ~~increases~~the completion inof ~~consulting,~~due ~~legal~~diligence procedures and ~~payroll~~typical ~~expenses.~~terms ~~The~~and ~~legal~~conditions ~~expenses~~prior ~~are primarily due~~ to ~~the~~closing, ~~2012~~which ~~amendment~~is ~~and~~expected ~~restatement~~to ~~agreement~~occur toon ~~our~~or ~~credit~~before ~~facility~~January 31, 2013.

WeTable account for our investment in MTR Gaming Group, Inc. (“MTR”) under the fair value option, in accordance with FASB ASC Topic 825, Financial Instruments (“ASC Topic 825”). Increases in the stock price during 2012 and 2011 resulted in unrealized gains on the change in fair value of investment in equity securities totaling $2.5 million and $0.5 million, respectively. Contents

~~Depreciation~~Acquisitions and amortization expense decreased $0.5 million or 10% to $5.1 million from $5.6 million primarily due to decreases of $0.4 million at Gold Dust West-Carson City due to the 2011 impairment of long-lived assets, $0.2 million at Gold Dust West-Elko, $0.1 million at corporate and $0.1 million at the truck stops, somewhat offset by an increase of $0.3 million at Colonial.

~~Net~~On ~~interest~~April 2, ~~expense~~2012, ~~decreased~~we acquired the remaining reserve terminal parking lot business from Nautica Peninsula Land, a related party, for $0.32 million. orOur 5%Chief toExecutive $6Officer (“CEO”) controlled the business.5 ~~million~~Additionally, ~~from~~on June 29, 2012, we acquired a video poker truck stop in Louisiana, Cash Magic Amite, LLC (“Amite”) for $65.89 million, ~~and~~which iswas ~~primarily~~previously wholly owned by another Jacobs Investments, Inc. ~~due~~subsidiary, Gameco Holdings, Inc. (“Gameco”). These acquisitions were accounted for as combinations of entities under common control. Accordingly, the accompanying unaudited condensed consolidated financial statements have been retroactively adjusted to ainclude ~~decrease~~the inoperations ~~debt~~of ~~outstanding~~these businesses from January 1, 2011. See Note 7 of the unaudited condensed consolidated financial statements.

42. ~~Segment~~Overview ~~information~~and discussion of our operations

Our CEO is our chief operating decision maker. As ~~discussed~~of ~~above~~June 30, 2012, we ~~have~~had four segments representing the geographic regions of our operations: Colorado, Nevada, Louisiana and Virginia. Each segment is managed separately because of the unique characteristics of its revenue stream and customer base. We have aggregated our operations into these four segments based on similarities in the nature of the properties’ businesses, customers and regulatory environment in which each property operates. The Colorado segment consists of The Lodge and ~~customer~~Gilpin ~~base~~casinos. Our Nevada segment includes the Gold Dust West-Reno, Gold Dust West-Carson City and Gold Dust West-Elko casinos. The Louisiana operations consist of video poker truck stops, and the Virginia segment consists of Colonial’s pari-mutuel operations and satellite wagering facilities.

~~The~~When ~~information~~we analyze and manage our segments, we ~~presented~~focus ison byseveral ~~each~~measurements ~~segment~~that inwe ~~which~~believe provide us with the necessary ratios and key performance indicators for us to determine how we ~~have~~are ~~operations~~performing versus our competition and ~~also~~against ~~presents~~our own internal goals and budgets. We confer monthly and discuss and analyze significant variances in an effort to identify trends and changes in our business. We focus on EBITDA (earnings before interest, income taxes, depreciation and amortization) ~~for~~as one of the primary measurements of reviewing and analyzing the operating results of each segment. WeWhile ~~believe~~we recognize that ~~the~~EBITDA ~~presentation~~is ofnot a generally accepted accounting principle (i.e. it is a non-GAAP financial measure), ~~such~~we ~~as EBITDA~~nonetheless believe it is useful because it allows holders of our debt and management to evaluate and compare ~~our~~ operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. ~~Management~~Additionally, ~~internally evaluates the performance of our segments using EBITDA measures as do~~ most financial analysts following the gaming industry. utilize EBITDA isas ana ~~element of certain key~~ financial ~~covenants~~measurement, inand when our debt ~~agreements~~holders (both secured and, asunsecured) ~~such,~~inquire isand ~~a critical~~discuss ~~component~~our ~~that~~operational weperformance ~~closely~~with ~~watch~~us, inthey ~~order~~consistently toinquire ~~determine~~about our ~~ability~~EBITDA toperformance ~~achieve~~levels ~~future~~versus ~~growth~~the ~~and~~prior toyear as ~~ensure~~well weas ~~are~~our inEBITDA ~~compliance~~margins ~~with~~versus our ~~debt agreements~~competitors. WeFinally, ~~present~~ EBITDA inis ~~the~~a ~~tables~~key ~~below~~component ~~to provide further discussion and analysis~~ of ~~our operating~~certain ~~results.~~financial ~~EBITDA~~covenants ~~can~~contained bein ~~reconciled directly to~~ our ~~consolidated~~debt ~~net~~agreements, ~~income~~among ~~(loss)~~other ~~by adding the amounts shown for depreciation and amortization~~things, ~~interest~~ and ~~income~~as ~~taxes~~such toit ~~net~~is ~~income~~a ~~(loss).~~critical ~~This~~ingredient ~~information~~that ~~should~~we ~~not~~must bewatch ~~considered~~in asorder anto ~~alternative~~ensure tocompliance ~~any~~with ~~measure~~our ofbank ~~performance~~credit asagreement ~~promulgated~~and ~~under~~our ~~accounting~~note ~~principles~~indenture ~~generally accepted in the United States of America~~covenants, ~~such~~measure asour ~~net~~historical ~~income~~operating ~~(loss)~~performance, ~~nor~~and ~~should~~determine ~~it be considered as an indicator of~~ our ~~overall~~ability ~~financial~~to ~~performance.~~achieve ~~Our calculation~~future ofgrowth ~~EBITDA may be different from the calculation used by other companies~~ and/or ~~comparability may be limited~~financing.

26In addition to the above performance measurements, we pay particular attention to our monthly and annual cash flow. Our business is sensitive to shifts in volumes and levels of activity and we find it necessary to monitor our cash levels closely. Every six months (June 15 and December 15) we have a cash interest payment due on our $210 million senior unsecured notes amounting to $10.2 million. Additionally, we currently have $49.8 million of term loans outstanding on our senior secured credit facility with interest due at varying levels. As of June 30, 2012, $30 million was outstanding on the $40 million senior secured revolving credit facility we have with a bank group on which we can draw as needed in order to augment the cash flow we generate from operations. This is generally a function of the timing of generating cash from operations coupled with the amount of cash we need to run the business—i.e., our cash inventory. Presently, we estimate that we require approximately $15 million of cash inventory to operate our properties. See also Section 6, “Liquidity and Capital Resources.”

~~The~~Colorado ~~following is a summary of the components of EBITDA for the three months ended March 31, 2012 and 2011 (dollars in thousands):~~

	Three Months EndedMarch 31,
	2012			2011(As adjusted,see Note 7 ofFinancialStatements)
NET REVENUES
Colorado:
The Lodge	$	20,618		$	20,031
Gilpin		4,356			4,465
Total Colorado		24,974			24,496
Nevada:
Gold Dust West-Reno		4,731			4,540
Gold Dust West-Carson City		2,762			2,777
Gold Dust West-Elko		3,138			3,097
Total Nevada		10,631			10,414
Louisiana		55,202			49,937
Virginia		7,199			6,877
Corporate and other		262			119
Total Net Revenues		98,268			91,843
COSTS AND EXPENSES
Colorado:
The Lodge		13,290			13,041
Gilpin		3,227			3,406
Total Colorado		16,517			16,447
Nevada:
Gold Dust West-Reno		3,182			3,164
Gold Dust West-Carson City		3,075			3,141
Gold Dust West-Elko		2,517			2,422
Total Nevada		8,774			8,727
Louisiana		49,074			44,005
Virginia		6,708			6,347
Corporate overhead and other (1)(2)		1,378			2,159
Total Costs and Expenses		82,451			77,685
EBITDA
Colorado:
The Lodge		7,328			6,990
Gilpin		1,129			1,059
Total Colorado		8,457			8,049
Nevada:
Gold Dust West-Reno		1,549			1,376
Gold Dust West-Carson City		(313	)		(364	)
Gold Dust West-Elko		621			675
Total Nevada		1,857			1,687
Louisiana		6,128			5,932
Virginia		491			530
Corporate overhead and other (1)(2)		(1,116	)		(2,040	)
Total EBITDA	$	15,817		$	14,158

Our Colorado operations consist of The Lodge Casino at Black Hawk (“The Lodge”) and the Gilpin Casino (“Gilpin”), both of which are located in Black Hawk, Colorado. The competitive aspects of the market in Black Hawk continue to be a significant factor in our operations. At June 30, 2012, there were approximately 8,350 slot machines in the city of Black Hawk. We had 1,360 slot machines in this market (981 at The Lodge and 379 at the Gilpin), which represented approximately 16% of the total slot machines in Black Hawk. Additionally, there were 199 table games in the city of Black Hawk. We had 40 table games in this market (34 at The Lodge and 6 at the Gilpin), which represented approximately 20% of the total table games in Black Hawk.

~~See~~26 ~~Notes on page 29.~~

27Table of Contents

~~General~~Nevada

~~See~~Our ~~section~~Nevada 3operations ~~above~~consist ~~for~~of ~~comparisons~~Gold ofDust ~~our~~West-Reno, ~~results~~located ofin ~~operations~~Reno, ~~for~~Nevada, ~~the~~which ~~three~~was ~~months~~acquired ~~ended~~on ~~March~~January 315, ~~2012~~2001; toGold ~~the~~Dust ~~three~~West-Carson ~~months~~City, ~~ended~~located ~~March~~in Carson City, Nevada, which was acquired on June 3125, ~~2011~~2006; and Gold Dust West-Elko, located in Elko, Nevada, which ~~provide~~we ~~explanations~~developed ~~regarding~~and opened on March 5, 2007. As in Colorado, our Nevada casinos operate in highly competitive markets. As a result of the added competition from Indian ~~fluctuations~~Gaming in ~~our~~California, ~~revenues~~many ~~and~~Northern ~~costs~~Nevada ~~and~~casinos ~~expenses~~advertise bythemselves ~~property~~as ~~and~~“locals’ ~~segment~~casinos.”

~~The Lodge~~ Louisiana

~~EBITDA~~Our atLouisiana ~~The~~operations ~~Lodge~~consist ~~increased~~of ~~$0.3~~22 ~~million~~video orpoker 5%truck ~~for~~stops ~~the~~located ~~three~~in ~~months~~Louisiana ~~ended~~and ~~March 31,~~a ~~2012~~share ~~compared~~in to the ~~same~~gaming ~~period~~revenues of ~~2011.~~an additional ~~Net~~video ~~revenues increased~~poker bytruck $0stop.6 ~~million~~Each ~~primarily~~video inpoker ~~slots~~truck ~~and~~stop ~~table~~features ~~games~~a ~~revenues~~convenience store, ~~somewhat~~fueling ~~offset~~operations, bya anrestaurant ~~increase~~and up to 50 video poker devices in ~~promotional~~the ~~allowances.~~casino ~~Labor~~depending ~~costs~~on ~~were~~the ~~higher~~level inof fuel sales and available space. At June 30, 2012, ~~than~~our ~~2011~~video aspoker truck stops had a ~~direct~~combined ~~result~~total of ~~the~~1,148 ~~increase~~video ingaming ~~revenues~~devices.

~~Gilpin~~The Louisiana video poker truck stops’ revenues are comprised of: (i) revenue from video poker gaming machines; (ii) sales of gasoline and diesel fuel; (iii) sales of groceries, trucker supplies and sundry items through their convenience stores; (iv) sales of food and beverages in their restaurants and bars; and (v) miscellaneous commissions on ATMs, pay phones and lottery sales.

~~EBITDA~~All atvideo poker activity is reported via a computer phone line directly to the ~~Gilpin increased~~Louisiana $0State Police.1 ~~million~~The orLouisiana 7%video ~~for~~poker truck stops’ revenues are dependent on meeting the ~~three~~minimum ~~months~~gallons ~~ended~~of ~~March 31,~~fuel ~~2012~~sales ~~compared~~requirements necessary to ~~the~~operate ~~same~~video ~~period~~poker gaming ofmachines ~~2011~~in Louisiana. ~~Net~~The ~~revenues~~fuel ~~decreased~~sales byrequirements ~~$0.1~~must ~~million~~be ~~primarily~~complied ~~due~~with toon ~~increased~~an ~~promotional~~annual ~~allowances.~~basis ~~Costs~~(except ~~and~~for ~~expenses~~the ~~were~~first ~~lower~~year of operations during which it must be complied with on a quarterly basis) and in ~~2012~~the ~~than~~event of noncompliance, the Louisiana ~~2011~~State byPolice $0will turn off a portion of the video poker machines until the minimum fuel sales requirements are met.2 ~~million~~Management ~~primarily~~of ~~due~~the Louisiana video poker truck stops believes that they will continue to ~~lower~~meet ~~marketing~~the fuel sales requirements necessary to operate video poker machines in Louisiana at current levels, ~~research~~however, ~~labor~~we ~~and~~can ~~utilities~~give ~~expenses~~no assurances in this regard.

~~Gold~~The ~~Dust~~Louisiana ~~West~~video poker truck stop market caters primarily to local residents, whom we believe contribute to the vast majority of video poker gaming revenues. We believe that most of our video poker customers live within a 5-~~Reno~~mile radius of our properties.

~~EBITDA~~Virginia ~~at Gold Dust West-Reno increased $0.2 million or 13% for the three months March 31, 2012 compared to the same period of 2011 primarily due to an increases in slot revenues.~~

~~Gold~~Colonial’s revenues ~~Dust~~are ~~West~~comprised of: (i) pari-~~Carson~~mutuel ~~City~~commissions from wagering on races broadcast from out-of-state racetracks to Colonial’s satellite wagering facilities and the track using import simulcasting; (ii) wagering at the track and Colonial’s satellite wagering facilities of its live races; (iii) commissions from advance deposit account wagering by telephone and over the internet; (iv) admission fees, program and racing form sales, and certain other ancillary deposit account activities; and (v) net income from food and beverage sales and concessions.

~~The~~Colonial’s ~~EBITDA~~revenues ~~loss~~are heavily dependent on the operations of its satellite wagering facilities. As of June 30, 2012, we operated ten satellite wagering facilities in Virginia. Revenues from the satellite wagering facilities help support live racing at ~~Gold~~the ~~Dust~~track. ~~West-Carson~~The ~~City~~amount of ~~decreased~~revenue byColonial ~~less~~earns ~~than~~from $0each wager depends on where the race is run.1 ~~million~~Revenues orfrom ~~14%~~import ~~for~~simulcasting of out-of-state races and from wagering at the ~~three~~track ~~months~~and ~~ended~~at ~~March 31,~~the ~~2012~~satellite ~~compared~~wagering tofacilities on races run at the ~~same~~track ~~period~~consist of ~~2011~~the total ~~primarily~~amount ~~due~~wagered at Colonial’s facilities, less the amount paid as winning wagers. The percentage of each dollar wagered on horse races that must be returned to ~~decreased~~the ~~slot~~public as winning wagers (typically about 79%) is legislated by the state ~~revenues~~in ~~resulting~~which a race takes place. Revenues from ~~local~~export ~~economic~~simulcasting ~~conditions,~~consist ~~while~~of ~~labor~~amounts ~~costs,~~payable ~~utilities~~to Colonial by the out-of-state racetracks and ~~other~~their ~~costs~~simulcast ~~were~~facilities ~~$0.1~~with ~~million~~respect ~~lower~~to inwagering ~~2012~~on ~~than~~races ~~2011~~run at the track.

~~Gold~~In ~~Dust~~February ~~West-Elko~~2012, Colonial Downs received a license for a new satellite wagering facility. The facility is located in downtown Richmond and operates within an existing restaurant.

~~EBITDA~~Since ~~at Gold~~2004, ~~Dust~~Colonial ~~West-Elko~~Downs ~~decreased~~has ~~less~~operated ~~than~~an ~~$0.1~~internet ~~million~~account orwagering 8%platform ~~for~~in ~~the~~Virginia ~~three~~called ~~months~~EZ ~~ended~~Horseplay. In ~~March 31~~early 2009, ~~2012~~Colonial ~~compared~~Downs todeveloped ~~the~~a ~~same~~custom ~~period~~built ofaccount ~~2011.~~wagering ~~Net~~support ~~revenues~~kiosk ~~increased~~that ~~less~~allows ~~than~~a ~~$0.1~~customer ~~million~~to remotely open a wagering account, ~~while~~fund ~~costs~~the account with cash, take a cash withdrawal from their account and ~~expenses~~print ~~were~~a $0race track program.1 The ~~million~~first ~~higher~~kiosks, ~~than 2011.~~along ~~The~~with ~~decrease~~a intouchscreen ~~EBITDA~~version ~~was~~of ~~primarily~~the ~~due~~EZ toHorseplay ~~increases~~internet account wagering platform, were deployed in ~~direct~~September ~~costs~~2009. ~~attributable~~As toof ~~the~~June 30, ~~increase~~2012, we have deployed 82 kiosks in ~~revenues~~private ~~combined~~clubs, ~~with~~bars anand ~~increase~~restaurants in ~~payroll costs~~Virginia.

~~Louisiana~~27

EBITDATable at the Louisiana truck stops increased $0.2 million or 3% for the three months ended March 31, 2012 compared to the same period of 2011 primarily due to increases in video poker revenues combined with an increase in fuel gross profit per gallon, somewhat offset by increases in marketing and repairs and maintenance costs. Contents

~~Virginia~~3. Comparison of our results of operations for the three months ended June 30, 2012 to the three months ended June 30, 2011.

~~EBITDA~~The atfollowing ~~our~~table ~~pari-mutuel~~summarizes ~~operations~~our inconsolidated ~~Virginia~~results ~~decreased~~of ~~less~~operations ~~than $0.1 million or 7%~~ for the three months ended ~~March~~June 3130, 2012 ~~compared~~and ~~to the same period of~~ 2011. ~~The~~(dollars ~~EBITDA decrease is attributable to an increase~~ in ~~management,~~thousands): ~~general and administrative expenses, partially offset by an increase in pari-mutuel gross profit.~~

Corporate Overhead and Other


	Three Months Ended June 30,
	2012			2011 (As adjusted, see Note 7 of Financial Statements)			$ Change			% Variance
REVENUES
Gaming:
Casino	$	36,501		$	36,682		$	(181	)		-0.49	%
Truck stop		19,015			18,822			193			1.03	%
Pari-mutuel		7,780			7,779			1			0.01	%
Food and beverage		7,486			7,459			27			0.36	%
Convenience store – fuel		30,935			32,452			(1,517	)		-4.67	%
Other		6,967			6,518			449			6.89	%
Less: Promotional allowances		(9,471	)		(9,399	)		(72	)		0.77	%

Net revenues		99,213			100,313			(1,100	)		-1.10	%

COSTS AND EXPENSES
Gaming:
Casino		12,503			12,579			(76	)		-0.60	%
Truck stop		11,039			11,191			(152	)		-1.36	%
Pari-mutuel		6,355			6,204			151			2.43	%
Food and beverage		3,791			3,859			(68	)		-1.76	%
Convenience store – fuel		29,029			30,435			(1,406	)		-4.62	%
Other		5,454			5,330			124			2.33	%
Marketing, general and administrative		17,513			16,535			978			5.91	%
Unrealized loss (gain) on change in fair value of investment in equity securities		130			(333	)		463			n/a
Impairment of long-lived assets		—			10,065			(10,065	)		-100.00	%
Depreciation and amortization		4,798			5,704			(906	)		-15.88	%

Total costs and expenses		90,612			101,569			(10,957	)		-10.79	%

OPERATING INCOME (LOSS)		8,601			(1,256	)		9,857			n/a

Interest expense, net		(6,439	)		(6,905	)		466			-6.75	%
Noncontrolling interest		—			(9	)		9			-100.00	%

NET INCOME (LOSS) ATTRIBUTABLE TO JEI	$	2,162		$	(8,170	)	$	10,332			n/a

~~The EBITDA~~All ~~loss~~comparisons atbelow ~~corporate~~begin ~~was~~with ~~$0.9 million lower for~~ the ~~three~~second ~~months~~quarter ~~ended March 31,~~ 2012 ~~compared~~results tofollowed by the ~~same~~second ~~period of~~ quarter 2011 ~~and is primarily due to a larger gain in 2012 than in 2011 on our investment in MTR, somewhat offset by increases in consulting, legal and payroll expenses~~results.

28Casino revenues decreased $0.2 million to $36.5 million from $36.7 million. The decrease in casino revenues is due to decreases at the Gilpin of $0.6 million or 11%, Gold Dust West-Reno of $0.1 million or 1% and Gold Dust West-Elko of $0.2 million or 6%, somewhat offset by an increase at The Lodge of $0.7 million or 3%. Revenues at the Gilpin decreased primarily due to a decrease in slot revenues. The increase in revenues at The Lodge was primarily due to increases in slot coin-in and table games.

~~Reconciliation~~Truck ofstop ~~EBITDA~~gaming revenues increased $0.2 million or 1% to ~~Net~~$19.0 ~~Income~~million ~~(Loss)~~from $18.8 million. The increase in revenues is consistent with the statewide truck stop video gaming revenue increase.

~~The~~28 ~~following table sets forth a reconciliation of our EBITDA, a non-GAAP financial measure, to our net income (loss), a GAAP financial measure (dollars in thousands):~~

Three months ended March 31, 2012	EBITDA			Depreciation andAmortization		InterestExpense, net		NetIncome (Loss)
Colorado:
The Lodge	$	7,328		$	1,227	$	1,681	$	4,420
Gilpin		1,129			391		476		262
Total Colorado		8,457			1,618		2,157		4,682
Nevada:
Gold Dust West-Reno		1,549			405		655		489
Gold Dust West- Carson City		(313	)		183		384		(880	)
Gold Dust West-Elko		621			452		241		(72	)
Total Nevada		1,857			1,040		1,280		(463	)
Louisiana		6,128			1,366		1,103		3,659
Virginia		491			914		131		(554	)
Corporate overhead and other (1)		(1,116	)		123		1,793		(3,032	)
TOTAL	$	15,817		$	5,061	$	6,464	$	4,292

Three months ended March 31, 2011 (As adjusted, see Note 7 of Financial Statements)	EBITDA			Depreciation andAmortization		InterestExpense, net		NoncontrollingInterest			NetIncome (Loss)
Colorado:
The Lodge	$	6,990		$	1,210	$	1,681				$	4,099
Gilpin		1,059			438		476					145
Total Colorado		8,049			1,648		2,157					4,244
Nevada:
Gold Dust West-Reno		1,376			427		655					294
Gold Dust West- Carson City		(364	)		614		383					(1,361	)
Gold Dust West-Elko		675			650		236					(211	)
Total Nevada		1,687			1,691		1,274					(1,278	)
Louisiana		5,932			1,496		1,293					3,143
Virginia		530			567		121					(158	)
Corporate overhead and other (2)		(2,040	)		203		1,933	$	(4	)		(4,180	)
TOTAL	$	14,158		$	5,605	$	6,778	$	(4	)	$	1,771

Pari-mutuel revenues remained unchanged at $7.8 million. A $0.3 million decrease in wagering revenues at the off track wagering facilities primarily due to a decrease in overall attendance compared to the prior year, was offset by a $0.3 million increase in account wagering revenues.

~~(1)~~Food ~~Included in corporate overhead~~ and ~~other~~beverage ~~for~~revenues ~~2012~~increased isless athan $20.51 million ~~gain~~to ~~on change in fair value of investment in equity securities and~~ $07.45 million ~~of costs incurred related to the amendment to our credit agreement~~.

~~(2)~~Convenience store-fuel ~~Included~~revenues indecreased ~~corporate~~$1.5 ~~overhead~~million ~~and~~or ~~other~~5% ~~for~~to ~~2011~~$30.9 ismillion afrom $032.54 million. ~~gain~~This onresulted ~~change~~from inthe ~~fair~~average ~~value~~selling price of ~~investment~~fuel decreasing to $3.62 per gallon in ~~equity~~2012 ~~securities~~from $3.73 per gallon in 2011, combined with a 2% decrease in volume.

Other revenues increased $0.4 million or 7% to $7.0 million from $6.5 million and were attributable to increases of $0.2 ~~Liquidity~~million in convenience store revenues at the truck stops, $0.1 million in hotel revenues at Gold Dust West-Carson City and ~~capital~~$0.1 ~~resources~~million in other revenues at all locations combined.

AsPromotional ofallowances ~~March 31,~~increased ~~2012, we had cash and cash equivalents of~~ $280.31 million ~~compared~~or 1% to $259.25 million infrom ~~cash and cash equivalents as of December 31, 2011. The increase of~~ $39.~~1 million is the result of $10.~~4 million, ~~cash~~and ~~provided~~is byprimarily ~~operating~~attributable ~~activities,~~to ~~$4.7~~increases ~~million cash used~~ in ~~investing~~promotional ~~activities,~~allowances ~~and~~of $20.62 million ~~used~~at inThe ~~financing~~Lodge ~~activities, which is further discussed below. Our primary sources of liquidity are cash provided by operating activities~~ and ~~external borrowings. Our primary uses of cash are for debt service, capital improvements, development and acquisitions. Cash flows provided by operating activities decreased~~ $0.81 million ~~for the three months ended March 31, 2012~~at ~~compared to March 31, 2011 primarily due to~~ the ~~deposit~~truck ~~paid in 2012 to purchase land in Black Hawk~~stops, ~~Colorado,~~ somewhat offset by ~~routine~~a ~~fluctuations~~decrease inof ~~accounts~~$0.2 ~~payable~~million ~~and~~at ~~other~~the ~~current liabilities resulting from cash management activities~~Gilpin.

~~Cash~~Casino ~~used~~expenses indecreased ~~investing~~$0.1 ~~activities~~million ~~during~~or ~~the~~1% ~~three~~to ~~months ended March 31, 2012 and 2011 was the result of property and equipment and device rights additions totaling~~ $412.75 million from ~~and~~ $512.96 million,. ~~respectively,~~A ~~for~~decrease ~~ongoing~~of ~~capital~~$0.2 ~~investments~~million at ~~our~~the ~~existing~~Gilpin ~~properties,~~was somewhat offset by an increase of $0.1 million ofat ~~proceeds~~The ~~from~~Lodge. ~~the~~These ~~sale~~changes ofin ~~equipment~~casino expenses are consistent with the changes in ~~2011~~casino revenues at these locations.

29Truck stop gaming expenses decreased $0.2 million or 1% to $11.0 million from $11.2 million.

~~The~~Pari-mutuel ~~cash~~costs ~~provided by or used in our financing activities varies significantly from year to year depending upon the cash provided by operations~~ and ~~investing~~expenses ~~activities,~~increased both of which are discussed above, as well as our cash position. The cash used in financing activities during the three months ended March 31, 2012 was the result of payments to obtain financing totaling $0.62 million ~~due~~or to2% ~~the February 2012 amendment~~ to ~~our credit facility, payments on long-term debt totaling~~ $06.24 million, ~~net~~from ~~repayments on the revolving senior credit facility totaling~~ $06.92 million ~~and cash distributions to stockholder totaling $1~~.0 ~~million.~~ The ~~cash~~increase ~~used~~is inattributable ~~financing~~to ~~activities~~increases ~~during the three months ended March 31, 2011 was the result~~ of ~~cash distributions to stockholder totaling~~ $140.42 million, ~~including~~in ~~$10.4~~account ~~million~~wagering ~~for~~costs ~~the purchase of Springhill~~ and ~~Vivian~~expenses and $3.0 ~~million for the purchase of Forest Gold, payments on long-term debt totaling $1~~.~~0 million and $1.~~2 million toin ~~acquire~~thoroughbred ~~the~~racing ~~noncontrolling~~costs, ~~interest~~partially ~~of Nautica Phase 2. These cash uses were somewhat~~ offset by ~~net borrowings~~a ~~on the revolving senior credit facility totaling~~ $~~11.3 million and $~~0.82 million ~~for~~decrease ~~the~~in ~~issuance~~satellite ofwagering ~~debt~~facilities atcosts ~~Sycamore &~~and ~~Main prior to our acquisition~~expenses.

AsFood and ofbeverage ~~March 31,~~costs ~~2012,~~and weexpenses ~~had~~decreased $~~26.~~0.1 million ~~available~~or on2% ~~our~~to $403.8 million ~~revolving~~from ~~senior credit facility for acquisitions, capital expenditure programs and working capital. As of March 31, 2012, our total debt approximates~~ $~~283~~3.79 million~~. Our future liquidity~~, ~~which includes our ability to make semi-annual interest payments on June 15~~ and ~~December 15~~is ofprimarily ~~each~~due ~~year, depends upon our future operational success. Our failure~~ to ~~pay interest,~~a ~~repay~~decrease ~~our~~at ~~indebtedness~~the ~~when~~truck ~~due, or maintain compliance with our debt covenants would result in an event of default under both our senior credit facility and our note indenture~~stops. ~~At March 31, 2012, we were in compliance with our financial covenants.~~

~~While~~Convenience ~~our~~store-fuel ~~owner~~expenses ~~has~~decreased ~~made~~$1.4 ~~capital~~million ~~contributions~~or in5% ~~the past~~ to ~~facilitate~~$29.0 ~~our~~million ~~various acquisitions~~ from ~~time~~$30.4 tomillion. ~~time,~~The ~~we can~~decrease ~~give~~was noprimarily ~~assurance~~due ~~that it will continue~~ to doa sodecrease in the ~~future.~~average ~~Additionally,~~cost asof wefuel ~~are a Qualified Subchapter S-Corporation Subsidiary, we may from time~~ to ~~time~~$3.40 ~~make~~per ~~distributions~~gallon toin ~~our~~2012 ~~owner for any taxes due as a result of taxable income~~from ~~generated by us~~$3.50 ~~Furthermore,~~per ~~annual~~gallon ~~distributions~~in ~~may~~2011, becombined ~~made~~with toa ~~our~~decrease ~~owner~~ in anvolume ~~aggregate amount not to exceed the greater of $1 million or 50% of consolidated net income~~ as ~~defined~~discussed in ~~our~~convenience ~~credit~~store-fuel ~~agreement~~revenues ~~and indenture~~above.

WeOther ~~believe~~costs ~~that our cash flow from operations, cash~~ and ~~cash~~expenses increased ~~equivalents and our~~ $400.1 million ~~senior~~or ~~revolving~~2% ~~credit facility discussed above will be adequate~~ to ~~meet our debt service obligations and operational expenditures, as well as our capital expenditure requirements for the next twelve months~~$5.4 ~~During 2012, we anticipate spending approximately $15~~ million ~~for~~from ~~discretionary capital expenditures~~$5.3 ~~While we believe these sources will provide us sufficient liquidity over the next twelve months~~million, we can give no assurance that these sources of cash will be sufficient to enable us to do so. Further, in addition to our normal capital expenditure requirements, we anticipate that we will pursue the acquisition of other properties and ~~continue~~were toprimarily ~~engage~~attributable ~~in the pursuit of new development opportunities. It is possible that we may need~~ to ~~enter~~an ~~into~~increase ~~new financing arrangements and raise additional capital~~ in ~~the~~convenience ~~future~~store ifexpenses weat ~~are unable to generate sufficient cash to sustain expansion. Our ability to incur additional debt is further restricted by~~ the ~~terms~~truck ~~and~~stops ~~covenants~~corresponding ~~of our senior secured bank credit facility and senior unsecured notes. We can give no assurance that we will be able~~ to ~~raise any capital or obtain~~ the ~~necessary~~increase ~~sources of liquidity and financing on favorable terms, if at all. Additionally, any debt financing that we may incur~~ in ~~the~~convenience ~~future~~store ~~will increase the amount of our total outstanding indebtedness and our debt service requirements, and therefore heighten the related risks we currently face~~revenues.

WeMarketing, ~~also~~general ~~face~~and ~~the~~administrative ~~risk~~expenses ~~that~~increased ~~there~~$1.0 ~~could~~million beor ~~further~~6% ~~declines~~to in$17.5 ~~the~~million ~~demand~~from ~~for~~$16.5 ~~our~~million. ~~products~~This ~~and~~increase ~~services,~~is ~~which~~primarily ~~would~~the ~~reduce~~result ~~our~~of increases ~~ability~~of ~~to generate funds from operations~~$0.8 ~~Adverse~~million ~~national~~at corporate and ~~local economic~~$0.2 ~~conditions~~million ~~could~~at ~~persist~~the orNautica ~~worsen~~Properties. ~~While~~The weincrease ~~believe our cash flows are geographically diverse,~~ at ~~present~~corporate weis doprimarily ~~have~~due ato ~~significant~~increases ~~concentration~~ of ~~cash~~$0.4 ~~flows~~million ~~generated~~ in ~~the~~legal ~~Black Hawk~~costs, ~~Colorado and Louisiana markets~~$0.1 ~~Should~~million ~~the~~in ~~Black Hawk~~consulting orcosts ~~Louisiana~~and ~~markets decline or become saturated or should competition erode our market share, we would suffer~~ a ~~decline in available funds generated from operations~~$0.3 Ifmillion ~~this~~write-off ~~were~~for ~~to occur, there exists~~ the ~~possibility that our credit rating~~disposal ~~could~~of beassets. ~~downgraded,~~The ~~which~~legal ~~would~~expenses ~~further~~are ~~reduce~~primarily ~~our~~due ~~ability~~ to ~~access~~ the ~~capital~~2012 ~~markets~~amendment and ~~obtain~~restatement ~~additional~~agreement orto ~~alternative~~our ~~financing.~~credit ~~See~~facility, ~~the~~a ~~section~~gaming ~~“Risk~~license ~~Factors”~~ in ~~Item 1A~~Nevada ofand ~~our~~acquisition ~~10-K Report~~expenses.

30We account for our investment in MTR Gaming Group, Inc. (“MTR”) under the fair value option, in accordance with the fair value option permitted by FASB ASC Topic 825, Financial Instruments (“ASC Topic 825”). A decrease in the stock price during the second quarter of 2012 resulted in an unrealized loss on the change in fair value of investment in equity securities totaling $0.1 million. During the second quarter of 2011, we recorded an unrealized gain on the change in fair value of investment in equity securities totaling $0.3 million.

~~The~~29 following table provides disclosure concerning our obligations and commitments to make future payments under contracts, such as debt and lease agreements, and purchase and other long-term obligations as of March 31, 2012.

(In Thousands)	Total		Less than 1Year		1-3 Years		4-5Years		After 5Years
Long-term debt (1)	$	335,493	$	34,867	$	300,626	$	—	$	—
Capital lease obligations		6,578		474		1,682		701		3,721
Operating leases (2)		33,643		3,505		5,816		3,576		20,746
Purchase obligations (3)		178,000		66,531		111,469		—		—
Other long-term obligations (4)		21,578		2,556		4,708		3,289		11,025
Total contractual cash obligations	$	575,292	$	107,933	$	424,301	$	7,566	$	35,492

~~(1)~~At ~~Long-term~~Gold ~~debt~~Dust ~~includes~~West-Carson ~~principal~~City, ~~and~~we ~~interest~~recorded ~~owing~~an ~~under~~impairment ~~the~~of ~~terms~~long-lived ofassets ~~our~~totaling ~~senior~~$10.1 ~~unsecured~~million ~~notes,~~during the ~~our~~second ~~senior~~quarter ~~secured~~of ~~credit~~2011. ~~facility~~No ~~and~~comparable ~~capital~~transaction ~~leases.~~occurred ~~Interest~~during onthe ~~variable~~same ~~rate~~period ~~debt~~of is2012. ~~computed~~See ~~based~~Note on11 ~~rates~~of ~~outstanding~~the atunaudited ~~March~~condensed ~~31,~~consolidated ~~2012~~financial statements.

~~(2)~~Depreciation ~~Operating~~and ~~leases~~amortization ~~include~~expense ~~various~~decreased ~~land~~$0.9 ~~and~~million ~~building~~or ~~leases~~16% ~~for~~to ~~certain~~$4.8 ~~properties~~million infrom ~~Nevada,~~$5.7 ~~Louisiana~~million and ~~Virginia;~~is ~~office~~primarily ~~space~~due into ~~Colorado~~a decrease of $0.5 million at Gold Dust West-Carson City due to the 2011 impairment of long-lived assets, ~~Louisiana~~combined with decreases of $0.4 million at Gold Dust West-Elko, ~~Virginia~~$0.1 ~~and~~million ~~Florida;~~at ~~and~~the ~~other~~truck ~~equipment~~stops ~~leases~~and $0.1 million at ~~all~~corporate, ~~locations~~somewhat offset by an increase of $0.2 million at Colonial.

~~(3)~~Net ~~Purchase~~interest ~~obligations~~expense ~~include~~decreased ~~five-year~~$0.5 ~~fuel~~million ~~supply~~or ~~agreements~~7% ~~for~~to ~~gasoline~~$6.4 ~~and~~million ~~diesel~~from ~~fuel~~$6.9 ~~Fuel volumes are specified in the contracts~~million. The ~~purchase~~decrease ~~price~~ is aprimarily ~~variable~~attributable ~~market-based~~to ~~price.~~a ~~The~~decrease ~~long-term obligations~~ in ~~this~~debt outstanding, ~~table~~somewhat ~~were~~offset ~~derived~~by ~~using~~higher ~~the~~effective ~~applicable~~interest ~~contract~~rates ~~prices~~on ~~for~~our ~~gasoline~~variable ~~and~~rate ~~diesel~~bank ~~fuel at March 31, 2012 multiplied by the actual fuel volumes per the contracts~~debt.

(4~~) Other long-term obligations include a 20-year, $1~~.25 ~~million~~Comparison ~~per year management agreement with Jacobs Investments Management Co. Inc., an affiliated company, and~~ of our ~~obligation~~results toof ~~pay~~operations ~~$0.90~~for ~~per~~the ~~operating~~six ~~video~~months ~~poker~~ended ~~machine per day to Jalou Device Owner~~June 30, ~~L.P.,~~2012 ~~the related party owner of the video poker machines in order~~ to ~~maintain~~ the ~~machines~~six ~~used~~months inended ~~our video poker truck stops. In addition~~June 30, Colonial has an agreement with a totalisator company to provide totalisator equipment and services for pari-mutuel wagering at all of Colonial’s facilities and through Colonial’s EZ Horseplay account wagering platform2011. ~~Other long-term obligations also include various surveillance and service agreements in Louisiana and at the corporate office.~~

WeThe ~~can~~following ~~redeem all or part of~~table summarizes our ~~outstanding~~consolidated ~~senior~~results ~~unsecured notes aggregating $210 million at the redemption prices set forth below, plus accrued and unpaid interest. The redemption prices, expressed as a percentage~~ of ~~the~~operations ~~principal amount,~~ for the ~~12-month~~six ~~period~~months ~~beginning on~~ended June 1530, of2012 ~~the~~and ~~years~~2011 ~~indicated~~(dollars ~~below~~in ~~are as follows~~thousands):

Year	Percentage
	Six Months EndedJune 30,
2011		102.438	%
	2012			2011(As adjusted,see Note 7 ofFinancialStatements)			$ Change			% Variance
2012 and thereafter		100.000	%
REVENUES
Gaming:
Casino	$	73,338		$	72,776		$	562			0.77	%
Truck stop		40,149			39,244			905			2.31	%
Pari-mutuel		14,525			14,161			364			2.57	%
Food and beverage		14,714			14,595			119			0.82	%
Convenience store – fuel		62,095			59,202			2,893			4.89	%
Other		13,077			11,964			1,113			9.30	%
Less: Promotional allowances		(19,225	)		(18,692	)		(533	)		2.85	%
Net revenues		198,673			193,250			5,423			2.81	%
COSTS AND EXPENSES
Gaming:
Casino		25,160			25,041			119			0.48	%
Truck stop		22,652			22,953			(301	)		-1.31	%
Pari-mutuel		11,502			11,054			448			4.05	%
Food and beverage		7,202			7,255			(53	)		-0.73	%
Convenience store – fuel		59,131			56,097			3,034			5.41	%
Other		10,923			10,031			892			8.89	%
Marketing, general and administrative		34,953			32,706			2,247			6.87	%
Unrealized gain on change in fair value of investment in equity securities		(2,344	)		(813	)		(1,531	)		188.31	%
Impairment of long-lived assets		—			10,065			(10,065	)		-100.00	%
Depreciation and amortization		9,913			11,378			(1,465	)		-12.88	%
Total costs and expenses		179,092			185,767			(6,675	)		-3.59	%
OPERATING INCOME		19,581			7,483			12,098			161.67	%
Interest expense, net		(13,165	)		(14,070	)		905			-6.43	%
Noncontrolling interest		—			(13	)		13			-100.00	%
NET INCOME (LOSS) ATTRIBUTABLE TO JEI	$	6,416		$	(6,600	)	$	13,016			n/a

6.30 ~~Critical accounting policies and estimates~~

TheTable preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We periodically evaluate our policies and the estimates and assumptions related to these policies. All of our subsidiary companies operate in a highly regulated industry. Our Colorado, Nevada, Louisiana and Virginia operations are subject to regulations that describe and regulate operating and internal control procedures. The majority of our casino revenue is in the form of cash, personal checks, credit cards or gaming chips and tokens, which by their nature do not require complex estimations. We estimate certain liabilities with payment periods that extend for longer than several months. Such estimates include our slot club liabilities, outstanding gaming chip, token and pari-mutuel ticket liability, self-insured medical and workers compensation liabilities, and litigation costs. We believe that these estimates are reasonable based on our past experience with the business and based upon our assumptions related to possible outcomes in the future. Future actual results will likely differ from these estimates. Contents

31All comparisons below begin with the year-to-date 2012 results followed by the year-to-date 2011 results.

~~Property~~Casino revenues increased $0.5 million or 1% to $73.3 million from $72.8 million. The increase in casino revenues is due to increases at The Lodge of $1.3 million or 3% and ~~equipment~~Gold Dust West-Reno of $0.1 million or 2%, somewhat offset by decreases at the Gilpin of $0.6 million or 5%, Gold Dust West-Carson City of $0.1 million or 3% and Gold Dust West-Elko of $0.2 million or 3%. Revenues at The Lodge increased primarily due to increases in slots and table games revenues. The decrease in revenues at the Gilpin was primarily due to decreases in slot coin-in resulting from shifts in the market to larger properties in Black Hawk, including The Lodge.

WeTruck ~~have~~stop avideo ~~significant~~poker ~~investment~~gaming inrevenues ~~long-lived~~increased ~~property~~$0.9 ~~and~~million ~~equipment,~~or ~~representing approximately 67~~2% ofto ~~our total assets~~$40.1 Wemillion ~~analyzed the undiscounted future cash flows expected to result~~ from ~~the use of~~ ~~the assets at Gold Dust West-Carson City and Virginia (see below)~~$39.2 ~~Any adverse change to the estimate of these undiscounted cash flows could necessitate an impairment charge that would adversely affect operating results~~million. WeThe ~~review~~increase ~~the~~in ~~carrying~~revenues ~~value of~~was ~~our~~consistent ~~property~~with ~~and equipment when events and circumstances indicate that~~ the ~~carrying~~statewide ~~value~~truck ofstop anvideo ~~asset~~gaming ~~may~~revenue ~~not be recoverable from the estimated future cash flows expected to result from its use~~increase. Further, we assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each class of assets. Should the actual useful life of a class of assets differ from the estimated useful life, we would record an impairment charge. We review useful lives and obsolescence and assess the commercial viability of our assets periodically.

~~During~~Pari-mutuel ~~2011, based on operating results,~~revenues weincreased were required, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant and Equipment, to assess our ability to recover the recorded cost of the Gold Dust West-Carson City and Virginia long-lived assets$0.4 Wemillion ~~prepared~~or a3% ~~cash flow analysis based on management’s best estimates in an effort~~ to ~~assess the likelihood of recovering the cost of these assets~~$14.5 ~~Based~~million onfrom these projections and the related underlying assumptions for Gold Dust West-Carson City, as well as our knowledge of the Carson City market, we believe that we will not be able to fully recover the carrying cost of these assets, and therefore, Gold Dust West-Carson City recorded an impairment of long-lived assets totaling $1014.1 million ~~during the second quarter of 2011~~. ~~Based~~An onincrease ~~the~~in ~~cash~~account ~~flow~~wagering ~~projections~~revenues ~~and the related underlying assumptions for Virginia, as well as our knowledge~~ of ~~the~~$0.9 ~~Virginia~~million ~~market,~~was wesomewhat ~~believe~~offset ~~that~~by ~~we will~~a ~~be able to recover the carrying cost of these assets and no impairment currently exists~~$0.5 ~~However,~~million ~~future~~decrease ~~events~~in ~~such~~wagering asrevenues ~~actual~~at ~~performance~~the ~~versus~~off ~~projected~~track ~~performance,~~wagering ~~continued~~facilities ~~market~~primarily ~~decline,~~due ~~increased and/or changing competitive forces, or other unforeseen events could change our estimates and cause us~~ to ~~recognize~~ an overall ~~additional~~decrease ~~impairment~~ in ~~the~~attendance ~~carrying~~compared ~~value~~to of the ~~Gold~~prior ~~Dust West-Carson City or Virginia long-lived assets in future periods~~year. ~~Such an impairment could be material to our financial position and results of operations.~~

~~Goodwill~~Food and ~~other~~beverage ~~intangible~~revenues ~~assets~~increased $0.1 million or 1% to $14.7 million from $14.6 million. This increase is primarily attributable to increases of $0.1 million at The Lodge and $0.1 million at Gold Dust West-Elko, somewhat offset by a decrease of $0.1 million at the Gilpin and a slight decrease at the truck stops.

WeConvenience ~~have~~store-fuel revenues increased $482.79 million inor ~~goodwill~~5% ~~recorded~~to on$62.1 ~~our~~million ~~consolidated balance sheet resulting~~ from ~~the acquisition of businesses~~$59.2 ~~We do not have any other nonamortizing intangible assets on our consolidated balance sheet~~million. WeThe ~~annually~~increase ~~review~~was ~~our~~primarily ~~goodwill~~due ~~for~~to ~~impairment.~~an increase ~~The~~in ~~annual evaluation of goodwill requires~~ the ~~use~~average ofselling ~~estimates~~price ~~about future operating results~~ of ~~each~~fuel ~~reporting~~to ~~unit~~$3.63 toper ~~determine~~gallon ~~its estimated~~in ~~fair~~2012 ~~value~~from $3.54 ~~Changes~~per gallon in ~~forecasted~~2011, ~~operations~~combined ~~can~~with ~~materially~~a ~~affect~~2% ~~these~~increase ~~estimates~~in volume.

~~Our~~Other ~~reporting~~revenues ~~units~~increased ~~with~~$1.1 ~~goodwill~~million ~~balances~~or ~~at March 31,~~9% ~~2012~~to ~~are The Lodge (~~$413.2 1 million), ~~Gilpin~~from ($212.5 0 million), ~~Gold~~and ~~Dust~~were ~~West-Reno~~primarily ~~($8.8 million)~~attributable ~~and~~to ~~Louisiana~~a ($330.2 6 million). ~~There~~increase ~~is no goodwill recorded~~ in ~~our Gold Dust West-Carson City, Gold Dust West-Elko or~~convenience ~~Virginia~~store ~~reporting~~revenues ~~units.~~at Wethe ~~performed~~truck ~~our most recent annual impairment test for these reporting units as of September 30~~stops, ~~2011~~a $

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