Note 9—Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $47.0 million in cash and other assets as of March 31, 2013, which represent a subsidiary that owns a minority equity interest in ACDL; a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack; and certain non-material subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes, as well as our Credit Facility. Our Atlantic City subsidiaries do not guarantee our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended March 31, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	277.2		$	—		$	—	$	277.2
Food and beverage	—			17.4			—			—		17.4
Other	—			18.0			—			—		18.0
	—			312.6			—			—		312.6
Expenses:
Gaming	—			156.2			—			—		156.2
Food and beverage	—			15.3			—			—		15.3
General and administrative and other	13.4			63.1			0.2			—		76.7
Depreciation and amortization	1.6			26.4			—			—		28.0
Write-downs, reserves and recoveries	—			0.5			(0.2		)	—		0.3
	15.0			261.5			—			—		276.5
Operating income (loss)	(15.0		)	51.1			—			—		36.1
Equity earnings of subsidiaries	(43.5		)	—			—			43.5		—
Interest expense and non-operating income, net	(29.0		)	0.3			—			—		(28.7		)
Loss from equity method investment	—			—			(92.2		)	—		(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(87.5		)	51.4			(92.2		)	43.5		(84.8		)
Management fee & inter-company interest	2.7			(2.7		)	—			—		—
Income tax expense	(0.6		)	—			—			—		(0.6		)
Income (loss) from continuing operations	(85.4		)	48.7			(92.2		)	43.5		(85.4		)
Loss from discontinued operations, net of taxes	—			—			—			—		—
Net income (loss)	$	(85.4	)	$	48.7		$	(92.2	)	$	43.5	$	(85.4	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended March 31, 2012
Statement of Operations
Revenues:
Gaming	$	—		$	259.7		$	—		$	—		$	259.7
Food and beverage	—			16.2			—			—			16.2
Other	—			17.1			—			—			17.1
	—			293.0			—			—			293.0
Expenses:
Gaming	—			142.8			—			—			142.8
Food and beverage	—			14.6			—			—			14.6
General and administrative and other	7.6			58.3			—			—			65.9
Depreciation and amortization	0.7			25.5			—			—			26.2
Write-downs, reserves and recoveries	—			(2.0		)	2.0			—			—
	8.3			239.2			2.0			—			249.5
Operating income (loss)	(8.3		)	53.8			(2.0		)	—			43.5
Equity earnings of subsidiaries	47.1			—			—			(47.1		)	—
Interest expense and non-operating income, net	(27.3		)	3.3			2.1			—			(21.9		)
Loss on early extinguishment of debt	(20.7		)	—			—			—			(20.7		)
Loss from equity method investment	—			—			(1.6		)	—			(1.6		)
Income (loss) from continuing operations before inter-company activity and income taxes	(9.2		)	57.1			(1.5		)	(47.1		)	(0.7		)
Management fee & inter-company interest	7.8			(5.7		)	(2.1		)	—			—
Income tax expense	0.4			—			—			—			0.4
Income (loss) from continuing operations	(1.0		)	51.4			(3.6		)	(47.1		)	(0.3		)
Loss from discontinued operations, net of taxes	—			(0.7		)	—			—			(0.7		)
Net income (loss)	$	(1.0	)	$	50.7		$	(3.6	)	$	(47.1	)	$	(1.0	)



	Pinnacle Entertainment, Inc.		Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)		Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
As of March 31, 2013
Balance Sheet
Current assets	$	20.1	$	105.1	$	11.7	$	—		$	136.9
Property and equipment, net	21.3		1,691.1		6.2		—			1,718.6
Other non-current assets	46.4		78.3		28.0		—			152.7
Investment in subsidiaries	1,783.5		—		—		(1,783.5		)	—
Equity method investment	—		—		0.4		—			0.4
Assets of discontinued operations held for sale	—		38.6		0.7		(0.7		)	38.6
Inter-company	1.2		—		—		(1.2		)	—
	$	1,872.5	$	1,913.1	$	47.0	$	(1,785.4	)	$	2,047.2
Current liabilities	$	57.2	$	149.2	$	1.3	$	—		$	207.7
Long-term debt (including current portion)	1,436.7		—		—		—			1,436.7
Other non-current liabilities	13.9		12.7		—		—			26.6
Inter-company	—		—		1.2		(1.2		)	—
Total Pinnacle stockholders' equity	364.7		1,751.2		33.0		(1,784.2		)	364.7
Non-controlling interest	—		—		11.5		—			11.5
Total equity	$	364.7	$	1,751.2	$	44.5	$	(1,784.2	)	$	376.2

	$	1,872.5	$	1,913.1	$	47.0	$	(1,785.4	)	$	2,047.2
As of December 31, 2012
Balance Sheet
Current assets	$	17.4	$	106.3	$	23.0	$	—		$	146.7
Property and equipment, net	21.7		1,672.8		1.5		—			1,696.0
Other non-current assets	47.4		74.5		14.4		—			136.3
Investment in subsidiaries	1,861.4		—		—		(1,861.4		)	—
Equity method investment	—		—		91.4		—			91.4
Assets of discontinued operations held for sale	—		38.6		0.7		(0.7		)	38.6
Inter-company	1.2		—		—		(1.2		)	—
	$	1,949.1	$	1,892.2	$	131.0	$	(1,863.3	)	$	2,109.0
Current liabilities	$	50.9	$	146.3	$	0.6	$	—		$	197.8
Long-term debt	1,437.3		—		—		—			1,437.3
Other non-current liabilities	13.8		12.7		0.3		—			26.8
Liabilities of discontinued operations held for sale	—		—		—		—			—
Inter-company	—		—		1.2		(1.2		)	—
Total equity	447.1		1,733.2		128.9		(1,862.1		)	447.1
	$	1,949.1	$	1,892.2	$	131.0	$	(1,863.3	)	$	2,109.0



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries		Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the three months ended March 31, 2013
Statement of Cash Flows
Cash provided by operating activities	$	8.4		$	32.9		$	0.1		$	—	$	41.4
Capital expenditures and other	3.3			(35.5		)	(11.3		)	—		(43.5		)
Cash used in investing activities	3.3			(35.5		)	(11.3		)	—		(43.5		)
Change in notes payable and other	(0.8		)	—			—			—		(0.8		)
Cash used in financing activities	(0.8		)	—			—			—		(0.8		)
Increase (decrease) in cash and cash equivalents	10.9			(2.6		)	(11.2		)	—		(2.9		)
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	16.4		$	70.9		$	11.6		$	—	$	98.9

For the three months ended March 31, 2012
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(29.0	)	$	70.4		$	12.6		$	—	$	54.0
Capital expenditure and other	(2.3		)	(60.1		)	(4.5		)	—		(66.9		)
Cash used in investing activities	(2.3		)	(60.1		)	(4.5		)	—		(66.9		)
Change in notes payable	189.6			—			—			—		189.6
Cash provided by financing activities	189.6			—			—			—		189.6
Increase (decrease) in cash and cash equivalents	158.3			10.3			8.1			—		176.7
Cash and cash equivalents, beginning of period	17.3			48.0			15.0			—		80.3
Cash and cash equivalents, end of period	$	175.6		$	58.3		$	23.1		$	—	$	257.0

_______________________


(a)	The following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: ACE Gaming, LLC; AREP Boardwalk

Properties LLC; Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Casino One Corporation; Louisiana-I Gaming; Mitre Associates LLC; PNK (Baton Rouge) Partnership; PNK (Biloxi), LLC; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK Development 13, LLC; PNK (ES), LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (RENO), LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; PNK (STLH), LLC; PNK (ST. LOUIS RE), LLC; and PSW Properties LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes.


(b)	Guarantor subsidiaries of our senior and senior subordinated notes exclude: subsidiaries with approximately $47.0 million in cash and other assets, which represent a subsidiary that owns a minority interest in ACDL; a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack; and certain non-material subsidiaries.