Condensed Consolidating Financial Information

As described in Note 4—Long-term Debt, in March 2013 the Company issued the 7.50% Senior Notes, which are guaranteed by the Guarantors. The following condensed consolidating financial statements present information about the Company, the Guarantors and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantors are 100% owned subsidiaries of the Company (the issuer of the Senior Notes), (ii) the guarantees are joint and several and (iii) the guarantees are on a full and unconditional basis for purposes of Rule 3-10 of Regulation S-X. The condensed consolidating financial information presented below for prior year periods reflects the Guarantor structure in place at September 30, 2013.

CONDENSED CONSOLIDATING BALANCE SHEETS SEPTEMBER 30, 2013 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	26,823	$	87,582	$	9,097	$	—		$	123,502
Restricted cash	1,067		—		—		—			1,067
Receivables, net	2,066		19,665		4,089		—			25,820
Intercompany receivables	169,461		—		—		(169,461		)	—
Inventories	8		8,081		281		—			8,370
Prepaid gaming tax	—		20,841		191		—			21,032
Prepaid expenses and other current assets	6,285		5,579		720		—			12,584
Total current assets	205,710		141,748		14,378		(169,461		)	192,375

Property and equipment, net	48,296		2,101,007		20,387		—			2,169,690
Goodwill	1,234		194,442		5,562		—			201,238
Intangible assets, net	1,045		145,190		48,718		—			194,953
Land held for development	—		121,100		99,020		—			220,120
Investments in joint ventures	—		13,545		—		—			13,545
Native American development costs	—		6,013		—		—			6,013
Investments in subsidiaries	2,477,662		33,276		—		(2,510,938		)	—
Other assets, net	39,924		22,298		8,325		—			70,547
Total assets	$	2,773,871	$	2,778,619	$	196,390	$	(2,680,399	)	$	3,068,481

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	1,447	$	18,920	$	1,244	$	—		$	21,611
Accrued interest payable	8,032		197		18		—			8,247
Accrued expenses and other current liabilities	16,316		104,267		6,750		—			127,333
Current portion of long-term debt	18,133		958		11		—			19,102
Intercompany payables	—		168,288		1,173		(169,461		)	—
Total current liabilities	43,928		292,630		9,196		(169,461		)	176,293

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued) SEPTEMBER 30, 2013 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated

Long-term debt, less current portion	2,077,784		4,294		98,636		—			2,180,714
Deficit investment in joint venture	—		2,321		—		—			2,321
Interest rate swaps and other long-term liabilities, net	14,334		9,062		7,014		—			30,410
Total liabilities	2,136,046		308,307		114,846		(169,461		)	2,389,738

Members' equity:
Total Station Casinos LLC members' equity	637,825		2,470,312		40,626		(2,510,938		)	637,825
Noncontrolling interest	—		—		40,918		—			40,918
Total members' equity	637,825		2,470,312		81,544		(2,510,938		)	678,743
Total liabilities and members' equity	$	2,773,871	$	2,778,619	$	196,390	$	(2,680,399	)	$	3,068,481

CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2012 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,841	$	121,840	$	4,199	$	—		$	128,880
Restricted cash	1,571		409		—		—			1,980
Receivables, net	888		26,288		3,755		—			30,931
Intercompany receivables	—		196,588		—		(196,588		)	—
Inventories	9		7,739		190		—			7,938
Prepaid gaming tax	—		18,228		187		—			18,415
Prepaid expenses and other current assets	2,850		5,879		379		—			9,108
Total current assets	8,159		376,971		8,710		(196,588		)	197,252

Property and equipment, net	46,386		2,147,751		18,326		—			2,212,463
Goodwill	1,234		193,898		5,562		—			200,694
Intangible assets, net	1,045		147,347		60,284		—			208,676
Land held for development	—		121,100		99,020		—			220,120
Investments in joint ventures	—		9,629		—		—			9,629
Native American development costs	—		3,255		—		—			3,255
Investments in subsidiaries	2,361,249		34,142		—		(2,395,391		)	—
Other assets, net	7,925		38,511		418		—			46,854
Total assets	$	2,425,998	$	3,072,604	$	192,320	$	(2,591,979	)	$	3,098,943

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued) DECEMBER 31, 2012 (amounts in thousands)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	892	$	18,965	$	1,774	$	—		$	21,631
Accrued interest payable	5,175		2,797		11		—			7,983
Accrued expenses and other current liabilities	8,397		112,350		2,790		—			123,537
Current portion of long-term debt	11,231		6,301		12		—			17,544
Intercompany payables	194,698		—		1,890		(196,588		)	—
Total current liabilities	220,393		140,413		6,477		(196,588		)	170,695

Long-term debt, less current portion	1,393,469		567,628		94,960		—			2,056,057
Deficit investment in joint venture	—		2,356		—		—			2,356
Interest rate swaps and other long-term liabilities, net	18,304		12,670		—		—			30,974
Total liabilities	1,632,166		723,067		101,437		(196,588		)	2,260,082

Members' equity:
Total Station Casinos LLC members' equity	793,832		2,349,537		45,854		(2,395,391		)	793,832
Noncontrolling interest	—		—		45,029		—			45,029
Total members' equity	793,832		2,349,537		90,883		(2,395,391		)	838,861
Total liabilities and members' equity	$	2,425,998	$	3,072,604	$	192,320	$	(2,591,979	)	$	3,098,943

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	212,412		$	3,643		$	—		$	216,055
Food and beverage	—			56,538			163			—			56,701
Room	—			25,754			821			—			26,575
Other	4			15,483			3,394			(918		)	17,963
Management fees	2,798			129			8,495			—			11,422
Gross revenues	2,802			310,316			16,516			(918		)	328,716
Promotional allowances	—			(23,877		)	(143		)	—			(24,020		)
Net revenues	2,802			286,439			16,373			(918		)	304,696

Operating costs and expenses:
Casino	—			82,549			2,296			—			84,845
Food and beverage	—			40,226			35			—			40,261
Room	—			10,246			536			—			10,782
Other	—			5,036			2,150			—			7,186
Selling, general and administrative	2,951			72,430			6,923			(918		)	81,386
Development and preopening	—			36			—			—			36
Depreciation and amortization	1,225			25,138			4,355			—			30,718
Management fee expense	—			10,387			273			—			10,660
Impairment of goodwill	—			1,183			—			—			1,183
Impairment of other assets	—			—			258			—			258
Write-downs and other charges, net	168			1,597			50			—			1,815
	4,344			248,828			16,876			(918		)	269,130

Operating (loss) income	(1,542		)	37,611			(503		)	—			35,566
Earnings (losses) from subsidiaries	33,110			(822		)	—			(32,288		)	—
Earnings from joint ventures	—			159			—			—			159
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	31,568			36,948			(503		)	(32,288		)	35,725

Other expense:
Interest expense, net	(36,243		)	(1,529		)	(2,878		)	—			(40,650		)
Change in fair value of derivative instruments	(21		)	(22		)	—			—			(43		)
Net (loss) income	(4,696		)	35,397			(3,381		)	(32,288		)	(4,968		)
Less: net loss attributable to noncontrolling interest	—			—			(272		)	—			(272		)
Net (loss) income attributable to Station Casinos LLC members	$	(4,696	)	$	35,397		$	(3,109	)	$	(32,288	)	$	(4,696	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	210,736		$	1,670		$	—		$	212,406
Food and beverage	—			56,435			168			—			56,603
Room	—			24,980			849			—			25,829
Other	17			15,956			2,981			(764		)	18,190
Management fees	—			136			6,693			—			6,829
Gross revenues	17			308,243			12,361			(764		)	319,857
Promotional allowances	—			(23,920		)	(149		)	—			(24,069		)
Net revenues	17			284,323			12,212			(764		)	295,788

Operating costs and expenses:
Casino	—			86,537			706			—			87,243
Food and beverage	—			39,876			35			—			39,911
Room	—			10,340			534			—			10,874
Other	—			6,204			1,947			—			8,151
Selling, general and administrative	442			73,986			5,244			(764		)	78,908
Development and preopening	—			41			—			—			41
Depreciation and amortization	689			28,242			4,422			—			33,353
Management fee expense	—			10,024			289			—			10,313
Impairment of other assets	—			6,107			6,866			—			12,973
Write-downs and other charges, net	5,554			1,057			15			—			6,626
	6,685			262,414			20,058			(764		)	288,393

Operating (loss) income	(6,668		)	21,909			(7,846		)	—			7,395
Earnings (losses) from subsidiaries	46,954			(2,217		)	—			(44,737		)	—
Earnings from joint ventures	—			352			—			—			352
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	40,286			20,044			(7,846		)	(44,737		)	7,747

Other (expense) income:
Interest expense, net	(32,492		)	(17,378		)	(2,587		)	—			(52,457		)
Loss on extinguishment of debt	—			(51,794		)	—			—			(51,794		)
Gain on Native American development	—			102,816			—			—			102,816
Change in fair value of derivative instruments	5			(805		)	—			—			(800		)
Net income (loss)	7,799			52,883			(10,433		)	(44,737		)	5,512
Less: net loss attributable to noncontrolling interest	—			—			(2,287		)	—			(2,287		)
Net income (loss) attributable to Station Casinos LLC members	$	7,799		$	52,883		$	(8,146	)	$	(44,737	)	$	7,799

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	653,083		$	8,791		$	—		$	661,874
Food and beverage	—			176,452			514			—			176,966
Room	—			78,223			2,481			—			80,704
Other	24			46,126			9,736			(4,027		)	51,859
Management fees	6,318			439			25,525			—			32,282
Gross revenues	6,342			954,323			47,047			(4,027		)	1,003,685
Promotional allowances	—			(70,211		)	(408		)	—			(70,619		)
Net revenues	6,342			884,112			46,639			(4,027		)	933,066

Operating costs and expenses:
Casino	—			250,195			5,096			—			255,291
Food and beverage	—			122,171			123			—			122,294
Room	—			30,854			1,543			—			32,397
Other	—			14,461			6,094			—			20,555
Selling, general and administrative	6,819			204,940			19,460			(4,027		)	227,192
Development and preopening	13			209			—			—			222
Depreciation and amortization	3,340			85,263			12,863			—			101,466
Management fees	—			33,366			830			—			34,196
Impairment of goodwill	—			1,183			—			—			1,183
Impairment of other assets	—			—			258			—			258
Write-downs and other charges, net	2,261			5,049			55			—			7,365
	12,433			747,691			46,322			(4,027		)	802,419

Operating (loss) income	(6,091		)	136,421			317			—			130,647
Earnings (losses) from subsidiaries	109,693			(1,276		)	—			(108,417		)	—
Earnings from joint ventures	—			1,152			—			—			1,152
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	103,602			136,297			317			(108,417		)	131,799

Other expense:
Interest expense, net	(106,257		)	(9,815		)	(8,407		)	—			(124,479		)
Loss on debt extinguishment	(135,271		)	(11,516		)	—			—			(146,787		)
Change in fair value of derivative instruments	(266		)	(15		)	—			—			(281		)
Net (loss) income	(138,192		)	114,951			(8,090		)	(108,417		)	(139,748		)
Less: net loss attributable to noncontrolling interest	—			—			(1,556		)	—			(1,556		)
Net (loss) income attributable to Station Casinos LLC members	$	(138,192	)	$	114,951		$	(6,534	)	$	(108,417	)	$	(138,192	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	659,356		$	5,500		$	—		$	664,856
Food and beverage	—			179,561			502			—			180,063
Room	—			79,410			2,487			—			81,897
Other	29			47,716			8,095			(2,464		)	53,376
Management fees	—			446			21,561			—			22,007
Gross revenues	29			966,489			38,145			(2,464		)	1,002,199
Promotional allowances	—			(75,461		)	(412		)	—			(75,873		)
Net revenues	29			891,028			37,733			(2,464		)	926,326

Operating costs and expenses:
Casino	—			262,932			2,122			—			265,054
Food and beverage	—			120,524			125			—			120,649
Room	—			31,118			1,474			—			32,592
Other	—			16,179			4,977			—			21,156
Selling, general and administrative	219			210,917			12,407			(2,464		)	221,079
Development and preopening	—			171			—			—			171
Depreciation and amortization	2,030			82,930			11,347			—			96,307
Management fees	—			33,026			654			—			33,680
Impairment of other assets	—			6,107			6,866			—			12,973
Write-downs and other charges, net	5,644			2,164			17			—			7,825
	7,893			766,068			39,989			(2,464		)	811,486

Operating (loss) income	(7,864		)	124,960			(2,256		)	—			114,840
Earnings (losses) from subsidiaries	124,840			(1,153		)	—			(123,687		)	—
Earnings from joint ventures	—			1,302			—			—			1,302
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	116,976			125,109			(2,256		)	(123,687		)	116,142

Other (expense) income:
Interest expense, net	(95,801		)	(41,189		)	(7,803		)	—			(144,793		)
Loss on extinguishment of debt	—			(51,794		)	—			—			(51,794		)
Gain on Native American development	—			102,816			—			—			102,816
Change in fair value of derivative instruments	5			(805		)	—			—			(800		)
Net income (loss)	21,180			134,137			(10,059		)	(123,687		)	21,571
Less: net income attributable to noncontrolling interest	—			—			391			—			391
Net income (loss) attributable to Station Casinos LLC members	$	21,180		$	134,137		$	(10,450	)	$	(123,687	)	$	21,180

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(4,696	)	$	35,397		$	(3,381	)	$	(32,288	)	$	(4,968	)
Other comprehensive income (loss):
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(4,468		)	(3,907		)	—			3,907			(4,468		)
Less: Reclassification of unrealized loss on interest rate swaps into operations	3,346			1,171			—			(1,171		)	3,346
Unrealized loss on interest rate swaps, net	(1,122		)	(2,736		)	—			2,736			(1,122		)
Unrealized loss on available–for–sale securities	(57		)	—			—			—			(57		)
Comprehensive (loss) income	(5,875		)	32,661			(3,381		)	(29,552		)	(6,147		)
Less: comprehensive income attributable to noncontrolling interests	—			—			(272		)	—			(272		)
Comprehensive (loss) income attributable to Station Casinos LLC members	$	(5,875	)	$	32,661		$	(3,109	)	$	(29,552	)	$	(5,875	)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	7,799		$	52,883		$	(10,433	)	$	(44,737	)	$	5,512
Other comprehensive income (loss):
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(5,705		)	(1,714		)	—			1,714			(5,705		)
Less: Reclassification of unrealized loss on interest rate swaps into operations	3,930			1,706			—			(1,706		)	3,930
Unrealized loss on interest rate swaps, net	(1,775		)	(8		)	—			8			(1,775		)
Unrealized gain on available–for–sale securities	86			—			—			—			86
Comprehensive income (loss)	6,110			52,875			(10,433		)	(44,729		)	3,823
Less: comprehensive loss attributable to noncontrolling interests	—			—			(2,287		)	—			(2,287		)
Comprehensive income (loss) attributable to Station Casinos LLC members	$	6,110		$	52,875		$	(8,146	)	$	(44,729	)	$	6,110

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (amounts in thousands)

	Parent			Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(138,192	)	$	114,951	$	(8,090	)	$	(108,417	)	$	(139,748	)
Other comprehensive income (loss):
Unrealized gain on interest rate swaps:
Unrealized gain arising during period	1,125			2,969		—			(2,969		)	1,125
Less: Reclassification of unrealized loss on interest rate swaps into operations	9,821			3,286		—			(3,286		)	9,821
Unrealized gain on interest rate swaps, net	10,946			6,255		—			(6,255		)	10,946
Unrealized loss on available–for–sale securities	(173		)	—		—			—			(173		)
Comprehensive (loss) income	(127,419		)	121,206		(8,090		)	(114,672		)	(128,975		)
Less: comprehensive loss attributable to noncontrolling interests	—			—		(1,556		)	—			(1,556		)
Comprehensive (loss) income attributable to Station Casinos LLC members	$	(127,419	)	$	121,206	$	(6,534	)	$	(114,672	)	$	(127,419	)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	21,180		$	134,137		$	(10,059	)	$	(123,687	)	$	21,571
Other comprehensive income (loss):
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(18,626		)	(5,098		)	—			5,098			(18,626		)
Less: Reclassification of unrealized loss on interest rate swaps into operations	10,225			3,628			—			(3,628		)	10,225
Unrealized loss on interest rate swaps, net	(8,401		)	(1,470		)	—			1,470			(8,401		)
Unrealized gain on available–for–sale securities	200			—			—			—			200
Comprehensive income (loss)	12,979			132,667			(10,059		)	(122,217		)	13,370
Less: comprehensive income attributable to noncontrolling interests	—			—			391			—			391
Comprehensive income (loss) attributable to Station Casinos LLC members	$	12,979		$	132,667		$	(10,450	)	$	(122,217	)	$	12,979

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(138,192	)	$	114,951		$	(8,090	)	$	(108,417	)	$	(139,748	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	3,340			85,263			12,863			—			101,466
Change in fair value of derivative instruments	266			15			—			—			281
(Recovery of) provision for doubtful accounts	—			(755		)	137			—			(618		)
Write–downs and other charges, net	1,507			3,909			15			—			5,431
Impairment of goodwill	—			1,183			—			—			1,183
Impairment of other assets	—			—			258			—			258
(Earnings) losses from subsidiaries	(109,693		)	1,276			—			108,417			—
Amortization of debt discount and debt issuance costs	16,566			1			2,659			—			19,226
Interest — paid in kind	—			—			3,082			—			3,082
Share–based compensation	—			2,586			79			—			2,665
Earnings from joint ventures	—			(1,152		)	—			—			(1,152		)
Distributions from joint ventures	—			1,061			—			—			1,061
Loss on extinguishment of debt	135,271			11,516			—			—			146,787
Changes in assets and liabilities:
Restricted cash	504			409			—			—			913
Receivables, net	(1,735		)	8,508			(490		)	—			6,283
Inventories and prepaid expenses	(3,434		)	(2,655		)	(436		)	—			(6,525		)
Accounts payable	555			(46		)	(919		)	—			(410		)
Accrued interest payable	5,997			(1,661		)	7			—			4,343
Accrued expenses and other current liabilities	8,003			7,325			2,579			—			17,907
Intercompany receivables and payables	(400,054		)	399,360			694			—			—
Other, net	9,818			(90		)	(7,782		)	—			1,946
Net cash (used in) provided by operating activities	(471,281		)	631,004			4,656			—			164,379
Cash flows from investing activities:
Capital expenditures, net of related payables	(242		)	(60,617		)	(3,231		)	—			(64,090		)
Proceeds from sale of property and equipment	30			408			11			—			449
Distributions in excess of earnings from joint ventures	—			307			—			—			307
Distributions from subsidiaries	15,403			8,223			—			(23,626		)	—
Native American development costs	—			(2,758		)	—			—			(2,758		)
Investment in subsidiaries	—			(11,028		)	—			11,028			—
Other, net	3			(6,166		)	(150		)	—			(6,313		)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) investing activities	15,194			(71,631		)	(3,370		)	(12,598		)	(72,405		)

Cash flows from financing activities:
Proceeds from issuance of 7.50% Senior Notes	499,935			—			—			—			499,935
Repayment of Propco senior notes due 2018	(625,000		)	—			—			—			(625,000		)
Borrowings under credit agreement with original maturity dates greater than three months	1,611,622			—			—			—			1,611,622
Payments under credit agreements with original maturity dates of three months or less, net	(5,000		)	—			—			—			(5,000		)
Payments under credit agreements with original maturity dates greater than three months	(932,769		)	(573,562		)	(2,057		)	—			(1,508,388		)
Distributions to members and noncontrolling interests	(29,675		)	(15,403		)	(16,446		)	23,626			(37,898		)
Debt issuance costs	(33,094		)	(2,607		)	—			—			(35,701		)
Payments on derivative instruments with an other-than-insignificant financing element	(4,684		)	(1,509		)	—			—			(6,193		)
Capital contributions from members	—			—			11,028			(11,028		)	—
Capital contributions from noncontrolling interests	—			—			8,680			—			8,680
Other, net	(1,266		)	(550		)	2,407			—			591
Net cash provided by (used in) financing activities	480,069			(593,631		)	3,612			12,598			(97,352		)
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	23,982			(34,258		)	4,898			—			(5,378		)
Balance, beginning of period	2,841			121,840			4,199			—			128,880
Balance, end of period	$	26,823		$	87,582		$	9,097		$	—		$	123,502

Supplemental cash flow disclosures:
Cash paid for interest	$	82,316		$	9,624		$	—		$	—		$	91,940
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	—		$	9,792		$	409		$	—		$	10,201
Issuance of note payable with option by Fertitta Interactive in exchange for redemption of noncontrolling interest	$	—		$	—		$	4,600		$	—		$	4,600

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	21,180		$	134,137		$	(10,059	)	$	(123,687	)	$	21,571
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,030			82,930			11,347			—			96,307
Change in fair value of derivative instruments	(5		)	805			—			—			800
Provision for doubtful accounts	—			1,475			308			—			1,783
Write–downs and other charges, net	(7		)	102			6			—			101
Impairment of goodwill													—
Impairment of other assets	—			6,107			6,866			—			12,973
Earnings from subsidiaries	(124,840		)	1,153			—			123,687			—
Amortization of debt discount and debt issuance costs	38,284			15,204			2,245			—			55,733
Interest — paid in kind	—			—			3,054			—			3,054
Share-based compensation	—			1,380			—			—			1,380
Earnings from joint ventures	—			(1,302		)	—			—			(1,302		)
Distributions from joint ventures	—			1,307			—			—			1,307
Gain on Native American development	—			(102,816		)	—			—			(102,816		)
Loss on extinguishment of debt	—			51,794			—			—			51,794
Changes in assets and liabilities:
Restricted cash	(8		)	31			—			—			23
Receivables, net	(259		)	(2,244		)	135			—			(2,368		)
Inventories and prepaid expenses	352			(115		)	39			—			276
Accounts payable	(8		)	473			(416		)	—			49
Accrued interest payable	8,555			(871		)	1			—			7,685
Accrued expenses and other current liabilities	511			4,704			549			—			5,764
Intercompany receivables and payables	117,668			(117,837		)	169			—			—
Other, net	58			920			380			—			1,358
Net cash provided by operating activities	63,511			77,337			14,624			—			155,472
Cash flows from investing activities:
Capital expenditures, net of related payables	(1,389		)	(44,608		)	(1,303		)	—			(47,300		)
Proceeds from sale of property and equipment	9			834			—			—			843
Acquisition of Fertitta Interactive	—			—			369			—			369
Distributions in excess of earnings from joint ventures	—			150			—			—			150
Distributions from subsidiaries	40,626			8,345			—			(48,971		)	—
Proceeds from repayment of Native American development costs	—			195,779			—			—			195,779
Native American development costs	—			(19,523		)	—			—			(19,523		)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Other, net	(83		)	(4,663		)	(9		)	—			(4,755		)
Net cash provided by (used in) investing activities	39,163			136,314			(943		)	(48,971		)	125,563

Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three months	25,000			574,688			—			—			599,688
Payments under credit agreements with original maturities of three months or less, net	(8,400		)	(7,800		)	—			—			(16,200		)
Payments under credit agreements with original maturities greater than three months	(105,477		)	(687,813		)	(1,214		)	—			(794,504		)
Cash paid for early extinguishment of debt	—			(9,880		)	—			—			(9,880		)
Distributions to members and noncontrolling interests	(9,107		)	(40,626		)	(16,748		)	48,971			(17,510		)
Debt issuance costs	(712		)	(15,560		)	—			—			(16,272		)
Capital contributions from noncontrolling interests	—			—			4,101			—			4,101
Other, net	(1,111		)	(347		)	1,028			—			(430		)
Net cash used in financing activities	(99,807		)	(187,338		)	(12,833		)	48,971			(251,007		)
Cash and cash equivalents:
Net increase in cash and cash equivalents	2,867			26,313			848			—			30,028
Balance, beginning of period	(2,420		)	93,774			2,308			—			93,662
Balance, end of period	$	447		$	120,087		$	3,156		$	—		$	123,690

Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	48,827		$	26,327		$	30		$	—		$	75,184
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	13		$	5,665		$	44		$	—		$	5,722