Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $63.3 million in cash and other assets as of March 31, 2014, that include a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes and our Credit Facility. Our subsidiary that owns our equity interest in Retama Park Racetrack does 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, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	480.1		$	—		$	—		$	480.1
Food and beverage	—			27.6			—			—			27.6
Lodging	—			10.8			—			—			10.8
Retail, entertainment and other	—			14.2			—			—			14.2
	—			532.7			—			—			532.7
Expenses:
Gaming	—			248.0			—			—			248.0
Food and beverage	—			24.7			—			—			24.7
Lodging	—			5.1			—			—			5.1
Retail, entertainment and other	—			4.6			—			—			4.6
General and administrative and other	22.7			77.6			—			—			100.3
Pre-opening and development costs	0.6			2.8			—			—			3.4
Depreciation and amortization	1.7			56.6			—			—			58.3
Write-downs, reserves and recoveries, net	—			0.6			—			—			0.6
	25.0			420.0			—			—			445.0
Operating income (loss)	(25.0		)	112.7			—			—			87.7
Equity earnings of subsidiaries	76.0			—			—			(76.0		)	—
Interest expense, net	(68.4		)	1.6			—			—			(66.8		)
Income (loss) from continuing operations before inter-company activity and income taxes	(17.4		)	114.3			—			(76.0		)	20.9
Management fee and inter-company interest	38.6			(38.6		)	—			—			—
Income tax expense	(2.2		)	—			—			—			(2.2		)
Income (loss) from continuing operations	19.0			75.7			—			(76.0		)	18.7
Income (loss) from discontinued operations, net of taxes	—			0.4			(0.1		)	—			0.3
Net income (loss)	$	19.0		$	76.1		$	(0.1	)	$	(76.0	)	$	19.0



	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 Operations
Revenues:
Gaming	$	—		$	240.2		$	—		$	—		$	240.2
Food and beverage	—			12.9			—			—			12.9
Lodging	—			4.8			—			—			4.8
Retail, entertainment and other	—			8.7			—			—			8.7
	—			266.6			—			—			266.6
Expenses:
Gaming	—			135.7			—			—			135.7
Food and beverage	—			11.5			—			—			11.5
Lodging	—			3.0			—			—			3.0
Retail, entertainment and other	—			3.7			—			—			3.7
General and administrative and other	6.3			43.3			0.1			—			49.7
Pre-opening and development costs	7.1			0.5			—			—			7.6
Depreciation and amortization	1.6			21.6			—			—			23.2
Write-downs, reserves and recoveries, net	—			0.4			(0.1		)	—			0.3
	15.0			219.7			—			—			234.7
Operating income (loss)	(15.0		)	46.9			—			—			31.9
Equity earnings of subsidiaries	(45.2		)	—			—			45.2			—
Interest expense, net	(29.0		)	0.4			—			—			(28.6		)
Loss from equity method investment	—			—			(92.2		)	—			(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(89.2		)	47.3			(92.2		)	45.2			(88.9		)
Management fee and inter-company interest	2.7			(2.4		)	—			(0.3		)	—
Income tax benefit	1.1			—			—			—			1.1
Income (loss) from continuing operations	(85.4		)	44.9			(92.2		)	44.9			(87.8		)
Income from discontinued operations, net of taxes	—			2.1			—			0.3			2.4
Net income (loss)	$	(85.4	)	$	47.0		$	(92.2	)	$	45.2		$	(85.4	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
As of March 31, 2014
Balance Sheet
Current assets	$	48.8		$	179.2	$	25.4		$	—		$	253.4
Property and equipment, net	39.5			3,010.2		5.6			—			3,055.3
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			500.0		5.0			—			505.0
Other non-current assets	66.0			8.6		22.8			—			97.4
Investment in subsidiaries	4,505.7			—		—			(4,505.7		)	—
Assets of discontinued operations held for sale	3.5			318.2		1.2			(0.8		)	322.1
Inter-company	—			85.6		—			(85.6		)	—
Total assets	$	4,663.5		$	5,017.8	$	63.3		$	(4,592.1	)	$	5,152.5
Current liabilities	$	92.8		$	254.1	$	0.3		$	—		$	347.2
Long-term debt (excluding current portion)	4,333.4			0.1		—			—			4,333.5
Other non-current liabilities	(85.3		)	288.5		—			—			203.2
Liabilities of discontinued operations held for sale	—			18.9		—			—			18.9
Inter-company	84.4			—		1.2			(85.6		)	—
Total liabilities	4,425.3			561.6		1.5			(85.6		)	4,902.8
Additional paid in capital	1,081.5			3,894.8		324.2			(4,219.0		)	1,081.5
Accumulated deficit	(779.1		)	560.9		(273.9		)	(287.0		)	(779.1		)
Common stock, treasury stock and other	(64.2		)	0.5		—			(0.5		)	(64.2		)
Total Pinnacle stockholders' equity	238.2			4,456.2		50.3			(4,506.5		)	238.2
Non-controlling interest	—			—		11.5			—			11.5
Total equity	238.2			4,456.2		61.8			(4,506.5		)	249.7
Total liabilities and stockholders' equity	$	4,663.5		$	5,017.8	$	63.3		$	(4,592.1	)	$	5,152.5
As of December 31, 2013
Balance Sheet
Current assets	$	66.8		$	185.1	$	27.7		$	—		$	279.6
Property and equipment, net	47.7			2,983.1		5.7			—			3,036.5
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			495.1		5.0			—			500.1
Other non-current assets	72.6			6.6		22.1			—			101.3
Investment in subsidiaries	4,508.3			—		—			(4,508.3		)	—
Assets of discontinued operations held for sale	3.4			318.8		1.2			(0.8		)	322.6
Inter-company	—			55.7		—			(55.7		)	—
Total assets	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4
Current liabilities	$	114.8		$	231.4	$	0.1		$	—		$	346.3
Long-term debt (excluding current portion)	4,363.9			0.1		—			—			4,364.0
Other non-current liabilities	(48.1		)	245.9		—			—			197.8
Liabilities of discontinued operations held for sale	—			26.1		—			—			26.1
Inter-company	54.5			—		1.2			(55.7		)	—
Total liabilities	4,485.1			503.5		1.3			(55.7		)	4,934.2
Additional paid in capital	1,076.0			3,964.4		325.7			(4,290.1		)	1,076.0
Accumulated deficit	(798.2		)	492.0		(273.5		)	(218.5		)	(798.2		)
Common stock, treasury stock and other	(64.1		)	0.5		—			(0.5		)	(64.1		)
Total Pinnacle stockholder's equity	213.7			4,456.9		52.2			(4,509.1		)	213.7
Non-controlling interest	—			—		11.5			—			11.5
Total equity	213.7			4,456.9		63.7			(4,509.1		)	225.2
Total liabilities and stockholders' equity	$	4,698.8		$	4,960.4	$	65.0		$	(4,564.8	)	$	5,159.4



	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, 2014
Statement of Cash Flows
Cash provided by (used in) operating activities	$	6.3		$	71.9		$	(2.6	)	$	—	$	75.6
Capital expenditures	(3.3		)	(64.0		)	—			—		(67.3		)
Purchase of intangible asset	—			(10.0		)	—			—		(10.0		)
Loan receivable, net	—			—			—			—		—
Restricted cash	5.9			—			—			—		5.9
Other	1.7			(0.3		)	0.3			—		1.7
Cash provided by (used in) investing activities	4.3			(74.3		)	0.3			—		(69.7		)
Proceeds from Credit Facility	53.0			—			—			—		53.0
Repayments under Credit Facility	(15.0		)	—			—			—		(15.0		)
Repayments of long-term debt	(71.0		)	—			—			—		(71.0		)
Other	2.2			—			—			—		2.2
Cash used in financing activities	(30.8		)	—			—			—		(30.8		)
Change in cash and cash equivalents	(20.2		)	(2.4		)	(2.3		)	—		(24.9		)
Cash and cash equivalents, beginning of period	28.6			142.3			27.7			—		198.6
Cash and cash equivalents, end of period	$	8.4		$	139.9		$	25.4		$	—	$	173.7

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	(2.4		)	(36.7		)	—			—		(39.1		)
Purchases of held-to-maturity debt securities, net	4.4			—			(5.9		)	—		(1.5		)
Loan receivable, net	—			—			(4.6		)	—		(4.6		)
Other	1.3			1.2			(0.8		)	—		1.7
Cash provided by (used in) investing activities	3.3			(35.5		)	(11.3		)	—		(43.5		)
Repayments of long-term debt	(0.8		)	—			—			—		(0.8		)
Proceeds from common stock options exercised	0.9			—			—			—		0.9
Other	(0.9		)	—			—			—		(0.9		)
Cash used in financing activities	(0.8		)	—			—			—		(0.8		)
Change 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

_______________________

(a)

As of March 31, 2014, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Casino One Corporation; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, 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; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; Ameristar Casino East Chicago, LLC; Ameristar Casino Springfield, LLC; and Ameristar Lake Charles Holdings, 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 $63.3 million in cash and other assets as of March 31, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.