Consolidating Condensed Financial Information

Our subsidiaries (excluding subsidiaries with approximately $62.7 million in cash and other assets as of June 30, 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 June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	493.3		$	—		$	—		$	493.3
Food and beverage	—			30.4			—			—			30.4
Lodging	—			13.8			—			—			13.8
Retail, entertainment and other	—			17.7			—			—			17.7
	—			555.2			—			—			555.2
Expenses:
Gaming	—			266.6			—			—			266.6
Food and beverage	—			28.2			—			—			28.2
Lodging	—			6.5			—			—			6.5
Retail, entertainment and other	—			6.7			—			—			6.7
General and administrative and other	28.6			83.4			0.1			—			112.1
Pre-opening and development costs	2.1			4.7			0.2			—			7.0
Depreciation and amortization	1.8			56.9			—			—			58.7
Write-downs, reserves and recoveries, net	3.0			(0.4		)	—			—			2.6
	35.5			452.6			0.3			—			488.4
Operating income (loss)	(35.5		)	102.6			(0.3		)	—			66.8
Equity earnings of subsidiaries	65.1			—			—			(65.1		)	—
Interest expense, net	(62.8		)	0.8			—			—			(62.0		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(41.4		)	103.4			(0.3		)	(65.1		)	(3.4		)
Management fee and inter-company interest	38.0			(38.0		)	—			—			—
Income tax expense	1.1			—			—			—			1.1
Income (loss) from continuing operations	(2.3		)	65.4			(0.3		)	(65.1		)	(2.3		)
Income (loss) from discontinued operations, net of taxes	—			—			—			—			—
Net income (loss)	$	(2.3	)	$	65.4		$	(0.3	)	$	(65.1	)	$	(2.3	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2014
Statement of Operations
Revenues:
Gaming	$	—		$	973.4		$	—		$	—		$	973.4
Food and beverage	—			58.0			—			—			58.0
Lodging	—			24.6			—			—			24.6
Retail, entertainment and other	—			32.0			—			—			32.0
	—			1,088.0			—			—			1,088.0
Expenses:
Gaming	—			514.6			—			—			514.6
Food and beverage	—			52.9			—			—			52.9
Lodging	—			11.6			—			—			11.6
Retail, entertainment and other	—			11.3			—			—			11.3
General and administrative and other	51.3			161.0			0.1			—			212.4
Pre-opening and development costs	2.6			7.5			0.2			—			10.3
Depreciation and amortization	3.5			113.6			—			—			117.1
Write-downs, reserves and recoveries, net	3.0			0.2			—			—			3.2
	60.4			872.7			0.3			—			933.4
Operating income (loss)	(60.4		)	215.3			(0.3		)	—			154.6
Equity earnings of subsidiaries	141.1			—			—			(141.1		)	—
Interest expense, net	(131.2		)	2.4			—			—			(128.8		)
Loss on early extinguishment of debt	(8.2		)	—			—			—			(8.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(58.7		)	217.7			(0.3		)	(141.1		)	17.6
Management fee and inter-company interest	76.6			(76.6		)	—			—			—
Income tax expense	(1.1		)	—			—			—			(1.1		)
Income (loss) from continuing operations	16.8			141.1			(0.3		)	(141.1		)	16.5
Income (loss) from discontinued operations, net of taxes	—			0.4			(0.1		)	—			0.3
Net income (loss)	$	16.8		$	141.5		$	(0.4	)	$	(141.1	)	$	16.8



	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 June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	235.8		$	—		$	—		$	235.8
Food and beverage	—			14.6			—			—			14.6
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			10.7			—			—			10.7
	—			267.2			—			—			267.2
Expenses:
Gaming	—			135.1			—			—			135.1
Food and beverage	—			12.5			—			—			12.5
Lodging	—			3.2			—			—			3.2
Retail, entertainment and other	—			5.6			—			—			5.6
General and administrative and other	8.9			42.4			0.1			—			51.4
Pre-opening and development costs	16.6			0.3			0.3			—			17.2
Depreciation and amortization	1.0			21.5			—			—			22.5
Write-downs, reserves and recoveries, net	1.1			0.7			—			—			1.8
	27.6			221.3			0.4			—			249.3
Operating income (loss)	(27.6		)	45.9			(0.4		)	—			17.9
Equity earnings of subsidiaries	45.9			—			—			(45.9		)	—
Interest expense, net	(29.2		)	0.9			—			—			(28.3		)
Loss from equity method investment	—			—			—			—			—
Income (loss) from continuing operations before inter-company activity and income taxes	(10.9		)	46.8			(0.4		)	(45.9		)	(10.4		)
Management fee and inter-company interest	2.5			(2.8		)	—			0.3			—
Income tax benefit	3.3			—			—			—			3.3
Income (loss) from continuing operations	(5.1		)	44.0			(0.4		)	(45.6		)	(7.1		)
Income from discontinued operations, net of taxes	—			2.0			—			—			2.0
Net income (loss)	$	(5.1	)	$	46.0		$	(0.4	)	$	(45.6	)	$	(5.1	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)			Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
For the six months ended June 30, 2013
Statement of Operations
Revenues:
Gaming	$	—		$	476.0		$	—		$	—		$	476.0
Food and beverage	—			27.5			—			—			27.5
Lodging	—			10.8			—			—			10.8
Retail, entertainment and other	0.1			19.4			—			—			19.5
	0.1			533.7			—			—			533.8
Expenses:
Gaming	—			270.8			—			—			270.8
Food and beverage	—			23.9			—			—			23.9
Lodging	—			6.1			—			—			6.1
Retail, entertainment and other	—			9.3			—			—			9.3
General and administrative and other	15.2			85.7			0.3			—			101.2
Pre-opening and development costs	23.7			0.8			0.3			—			24.8
Depreciation and amortization	2.6			43.1			—			—			45.7
Write-downs, reserves and recoveries, net	1.1			1.1			(0.1		)	—			2.1
	42.6			440.8			0.5			—			483.9
Operating income (loss)	(42.5		)	92.9			(0.5		)	—			49.9
Equity earnings of subsidiaries	0.7			—			—			(0.7		)	—
Interest expense, net	(58.2		)	1.3			—			—			(56.9		)
Loss on early extinguishment of debt	—			—			—			—			—
Loss from equity method investment	—			—			(92.2		)	—			(92.2		)
Income (loss) from continuing operations before inter-company activity and income taxes	(100.0		)	94.2			(92.7		)	(0.7		)	(99.2		)
Management fee and inter-company interest	5.2			(5.2		)	—			—			—
Income tax benefit	4.4			—			—			—			4.4
Income (loss) from continuing operations	(90.4		)	89.0			(92.7		)	(0.7		)	(94.8		)
Income from discontinued operations, net of taxes	—			4.4			—			—			4.4
Net income (loss)	$	(90.4	)	$	93.4		$	(92.7	)	$	(0.7	)	$	(90.4	)



	Pinnacle Entertainment, Inc.			Guarantor Subsidiaries(a)		Non- Guarantor Subsidiaries(b)			Consolidating and Eliminating Entries			Pinnacle Entertainment, Inc. Consolidated
	(in millions)
As of June 30, 2014
Balance Sheet
Current assets	41.1			$	202.9	$	24.8		$	—		$	268.8
Property and equipment, net	37.0			3,026.2		5.6			—			3,068.8
Goodwill	—			916.0		3.3			—			919.3
Intangible assets, net	—			534.8		5.0			—			539.8
Other non-current assets	63.2			5.6		23.3			—			92.1
Investment in subsidiaries	4,343.6			—		—			(4,343.6		)	—
Assets of discontinued operations held for sale	3.5			22.1		0.7			(0.8		)	25.5
Inter-company	—			168.4		—			(168.4		)	—
Total assets	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
Current liabilities	$	61.1		$	288.5	$	0.3		$	—		$	349.9
Long-term debt (excluding current portion)	4,098.5			—		—			—			4,098.5
Other non-current liabilities	(81.6		)	288.6		—			—			207.0
Liabilities of discontinued operations held for sale	—			4.3		—			—			4.3
Inter-company	167.2			—		1.2			(168.4		)	—
Total liabilities	4,245.2			581.4		1.5			(168.4		)	4,659.7
Additional paid in capital	1,088.5			3,641.1		324.4			(3,965.5		)	1,088.5
Accumulated deficit	(781.3		)	653.1		(274.6		)	(378.5		)	(781.3		)
Common stock, treasury stock and other	(64.0		)	0.4		—			(0.4		)	(64.0		)
Total Pinnacle stockholders' equity	243.2			4,294.6		49.8			(4,344.4		)	243.2
Non-controlling interest	—			—		11.4			—			11.4
Total equity	243.2			4,294.6		61.2			(4,344.4		)	254.6
Total liabilities and stockholders' equity	$	4,488.4		$	4,876.0	$	62.7		$	(4,512.8	)	$	4,914.3
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 six months ended June 30, 2014
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(4.8	)	$	142.3		$	(3.2	)	$	—	$	134.3
Capital expenditures	(7.2		)	(142.6		)	—			—		(149.8		)
Purchase of intangible asset	—			(25.0		)	—			—		(25.0		)
Proceeds from sale of discontinued operations	—			252.3			—			—		252.3
Escrow refund	—			25.0			—			—		25.0
Loan receivable, net	—			—			—			—		—
Restricted cash	5.9			—			—			—		5.9
Intercompany and other	253.0			(252.6		)	0.3			—		0.7
Cash provided by (used in) investing activities	251.7			(142.9		)	0.3			—		109.1
Proceeds from Credit Facility	194.3			—			—			—		194.3
Repayments under Credit Facility	(114.3		)	—			—			—		(114.3		)
Repayments of long-term debt	(359.0		)	—			—			—		(359.0		)
Other	3.7			—			—			—		3.7
Cash used in financing activities	(275.3		)	—			—			—		(275.3		)
Change in cash and cash equivalents	(28.4		)	(0.6		)	(2.9		)	—		(31.9		)
Cash and cash equivalents, beginning of period	28.6			142.3			27.7			—		198.6
Cash and cash equivalents, end of period	$	0.2		$	141.7		$	24.8		$	—	$	166.7

For the six months ended June 30, 2013
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(22.0	)	$	99.7		$	(1.1	)	$	—	$	76.6
Capital expenditures	(2.9		)	(103.5		)	—			—		(106.4		)
Purchases of held-to-maturity debt securities, net	—			—			(5.8		)	—		(5.8		)
Proceeds from matured investments	4.4			—			—			—		4.4
Loan receivable, net	—			—			(4.6		)	—		(4.6		)
Other	—			2.5			(2.0		)	—		0.5
Cash provided by (used in) investing activities	1.5			(101.0		)	(12.4		)	—		(111.9		)
Proceeds from Credit Facility	50.0			—			—			—		50.0
Net repayments under Credit Facility	(30.0		)	—			—			—		(30.0		)
Repayments of long-term debt	(1.6		)	—			—			—		(1.6		)
Proceeds from common stock options exercised	—			—			—			—		—
Other	1.3			—			—			—		1.3
Cash provided by financing activities	19.7			—			—			—		19.7
Change in cash and cash equivalents	(0.8		)	(1.3		)	(13.5		)	—		(15.6		)
Cash and cash equivalents, beginning of period	5.5			73.5			22.8			—		101.8
Cash and cash equivalents, end of period	$	4.7		$	72.2		$	9.3		$	—	$	86.2

_______________________

(a)

As of June 30, 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; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, 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; 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; and Ameristar Casino Springfield, 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 $62.7 million in cash and other assets as of June 30, 2014 that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries.