SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION: As of December 31, 2015 , substantially all of the Authority's outstanding debt is fully and unconditionally guaranteed, on a joint and several basis, by the following 100% owned subsidiaries of the Authority: the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming are not presented below because the Authority believes that the summarized financial information provided below and in Note 7 are adequate for investor analysis of these subsidiaries. Condensed consolidating financial statement information for the Authority, its 100% owned guarantor subsidiaries and its non-guarantor subsidiaries and entities as of December 31, 2015 and September 30, 2015 and for the three months ended December 31, 2015 and 2014 is as follows (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 149,446 $ 21,566 $ 51,934 $ — $ 222,946 Restricted cash 15 540 — — 555 Receivables, net 36,208 2,866 5,934 (1,856 ) 43,152 Inventories 15,011 1,143 — — 16,154 Prepaid expenses 22,720 2,247 40 — 25,007 Other current assets 6,335 43 — — 6,378 Total current assets 229,735 28,405 57,908 (1,856 ) 314,192 Non-current assets: Property and equipment, net 1,089,265 212,877 38,439 — 1,340,581 Goodwill — 39,459 — — 39,459 Other intangible assets, net 120,251 284,345 1,983 — 406,579 Other assets, net 10,067 28,900 68,304 (29,284 ) 77,987 Inter-company receivables 268,625 87,738 — (356,363 ) — Investment in subsidiaries 356,561 — — (356,561 ) — Total assets $ 2,074,504 $ 681,724 $ 166,634 $ (744,064 ) $ 2,178,798 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 21,179 $ — $ 3,569 $ — $ 24,748 Due to Mohegan Tribe — — 28,500 — 28,500 Current portion of capital leases 832 49 — (49 ) 832 Trade payables 12,303 2,576 40 — 14,919 Construction payables 2,348 493 — — 2,841 Accrued interest payable 22,450 — 337 — 22,787 Other current liabilities 135,284 31,687 2,271 (1,807 ) 167,435 Total current liabilities 194,396 34,805 34,717 (1,856 ) 262,062 Non-current liabilities: Long-term debt, net of current portion 1,686,512 — 20,479 — 1,706,991 Due to Mohegan Tribe, net of current portion — — 11,420 — 11,420 Capital leases, net of current portion 1,310 5,757 — (5,757 ) 1,310 Other long-term liabilities 1,812 775 23,340 (23,340 ) 2,587 Inter-company payables — 259,010 97,353 (356,363 ) — Accumulated losses in excess of investment in subsidiaries — 36,484 — (36,484 ) — Total liabilities 1,884,030 336,831 187,309 (423,800 ) 1,984,370 Capital: Retained earnings 191,087 344,893 (20,206 ) (325,003 ) 190,771 Accumulated other comprehensive loss (613 ) — (613 ) 613 (613 ) Mohegan Tribal Gaming Authority total capital 190,474 344,893 (20,819 ) (324,390 ) 190,158 Non-controlling interests — — 144 4,126 4,270 Total capital 190,474 344,893 (20,675 ) (320,264 ) 194,428 Total liabilities and capital $ 2,074,504 $ 681,724 $ 166,634 $ (744,064 ) $ 2,178,798 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. September 30, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 42,093 $ 22,167 $ 1,494 $ — $ 65,754 Restricted cash 62 1,661 39 — 1,762 Receivables, net 29,134 3,585 22,871 (1,646 ) 53,944 Inventories 14,401 1,145 — — 15,546 Prepaid expenses 6,123 2,877 33 — 9,033 Other current assets 9,446 51 — — 9,497 Total current assets 101,259 31,486 24,437 (1,646 ) 155,536 Non-current assets: Property and equipment, net 1,098,588 214,778 38,689 — 1,352,055 Goodwill — 39,459 — — 39,459 Other intangible assets, net 120,281 284,418 2,019 — 406,718 Other assets, net 10,711 4,017 57,597 (5,960 ) 66,365 Inter-company receivables 254,348 94,033 — (348,381 ) — Investment in subsidiaries 328,462 — — (328,462 ) — Total assets $ 1,913,649 $ 668,191 $ 122,742 $ (684,449 ) $ 2,020,133 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 46,248 $ — $ 2,946 $ — $ 49,194 Due to Mohegan Tribe — — 6,000 — 6,000 Current portion of capital leases 824 48 — (48 ) 824 Trade payables 12,365 2,564 87 — 15,016 Construction payables 11,149 1,888 100 — 13,137 Accrued interest payable 5,461 — 6,594 — 12,055 Other current liabilities 108,911 29,699 4,268 (1,598 ) 141,280 Total current liabilities 184,958 34,199 19,995 (1,646 ) 237,506 Non-current liabilities: Long-term debt, net of current portion 1,555,487 — 38,243 — 1,593,730 Due to Mohegan Tribe, net of current portion — — 17,420 — 17,420 Capital leases, net of current portion 1,521 5,770 — (5,770 ) 1,521 Other long-term liabilities 1,915 — — — 1,915 Inter-company payables — 246,380 102,001 (348,381 ) — Accumulated losses in excess of investment in subsidiaries — 40,873 — (40,873 ) — Total liabilities 1,743,881 327,222 177,659 (396,670 ) 1,852,092 Capital: Retained earnings 169,768 340,969 (55,157 ) (286,128 ) 169,452 Mohegan Tribal Gaming Authority total capital 169,768 340,969 (55,157 ) (286,128 ) 169,452 Non-controlling interests — — 240 (1,651 ) (1,411 ) Total capital 169,768 340,969 (54,917 ) (287,779 ) 168,041 Total liabilities and capital $ 1,913,649 $ 668,191 $ 122,742 $ (684,449 ) $ 2,020,133 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 224,570 $ 67,827 $ — $ — $ 292,397 Food and beverage 14,903 7,114 — — 22,017 Hotel 10,981 1,356 — — 12,337 Retail, entertainment and other 23,211 2,377 6,154 (1,273 ) 30,469 Gross revenues 273,665 78,674 6,154 (1,273 ) 357,220 Less-Promotional allowances (18,650 ) (5,378 ) (2 ) (4 ) (24,034 ) Net revenues 255,015 73,296 6,152 (1,277 ) 333,186 Operating costs and expenses: Gaming 117,743 49,250 — — 166,993 Food and beverage 8,468 1,856 — — 10,324 Hotel 3,635 1,394 — (1,213 ) 3,816 Retail, entertainment and other 8,184 891 418 (4 ) 9,489 Advertising, general and administrative 40,659 8,954 (2,888 ) 2,651 49,376 Corporate 6,723 — — (2,711 ) 4,012 Depreciation and amortization 15,467 3,375 286 — 19,128 (Gain) loss on disposition of assets (39 ) 11 — — (28 ) Total operating costs and expenses 200,840 65,731 (2,184 ) (1,277 ) 263,110 Income from operations 54,175 7,565 8,336 — 70,076 Other income (expense): Interest income 11 2,190 2,232 (2,303 ) 2,130 Interest expense, net of capitalized interest (22,508 ) (10,248 ) (3,694 ) 2,303 (34,147 ) Loss on early extinguishment of debt — — (207 ) — (207 ) Income (loss) on interests in subsidiaries (369 ) 4,389 — (4,020 ) — Other income (expense), net (3 ) 181 (580 ) — (402 ) Total other expense (22,869 ) (3,488 ) (2,249 ) (4,020 ) (32,626 ) Net income 31,306 4,077 6,087 (4,020 ) 37,450 (Income) loss attributable to non-controlling interests — — 246 (5,777 ) (5,531 ) Net income attributable to Mohegan Tribal Gaming Authority $ 31,306 $ 4,077 $ 6,333 $ (9,797 ) $ 31,919 Other comprehensive loss: Foreign currency translation — — (613 ) — (613 ) Other comprehensive loss — — (613 ) — (613 ) Comprehensive income $ 31,306 $ 4,077 $ 5,720 $ (9,797 ) $ 31,306 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. For the Three Months Ended December 31, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 212,543 $ 65,191 $ — $ — $ 277,734 Food and beverage 15,826 6,845 — — 22,671 Hotel 10,989 1,237 — — 12,226 Retail, entertainment and other 25,368 2,362 1,842 (1,273 ) 28,299 Gross revenues 264,726 75,635 1,842 (1,273 ) 340,930 Less-Promotional allowances (19,203 ) (4,990 ) (3 ) (2 ) (24,198 ) Net revenues 245,523 70,645 1,839 (1,275 ) 316,732 Operating costs and expenses: Gaming 118,427 47,672 — — 166,099 Food and beverage 8,729 2,082 — — 10,811 Hotel 3,418 1,298 — (1,213 ) 3,503 Retail, entertainment and other 10,784 960 502 (2 ) 12,244 Advertising, general and administrative 38,088 7,771 4,164 (4,208 ) 45,815 Corporate 3,491 — — 4,148 7,639 Depreciation and amortization 16,281 3,527 245 — 20,053 Loss on disposition of assets 737 2 — — 739 Relinquishment liability reassessment 56 — — — 56 Total operating costs and expenses 200,011 63,312 4,911 (1,275 ) 266,959 Income (loss) from operations 45,512 7,333 (3,072 ) — 49,773 Other income (expense): Accretion of discount to the relinquishment liability (227 ) — — — (227 ) Interest income 12 1,443 1,929 (1,550 ) 1,834 Interest expense, net of capitalized interest (24,026 ) (10,106 ) (3,673 ) 1,550 (36,255 ) Loss on interests in subsidiaries (6,472 ) (3,163 ) — 9,635 — Other expense, net (33 ) — (695 ) — (728 ) Total other expense (30,746 ) (11,826 ) (2,439 ) 9,635 (35,376 ) Net income (loss) 14,766 (4,493 ) (5,511 ) 9,635 14,397 Loss attributable to non-controlling interests — — 251 118 369 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 14,766 $ (4,493 ) $ (5,260 ) $ 9,753 $ 14,766 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Cash flows provided by (used in) operating activities: Net income $ 31,306 $ 4,077 $ 6,087 $ (4,020 ) $ 37,450 Adjustments to reconcile net income to net cash flows provided by (used in) operating activities: Depreciation and amortization 15,467 3,375 286 — 19,128 Loss on early extinguishment of debt — — 207 — 207 Payments of discounts (41 ) — — — (41 ) Amortization of debt issuance costs, premiums and discounts 2,144 — 100 — 2,244 Provision (recovery) for losses on receivables 331 (5 ) (6,606 ) — (6,280 ) (Gain) loss on disposition of assets (39 ) 11 — — (28 ) (Gain) loss from unconsolidated affiliates (6 ) — 399 — 393 Inter-company transactions (9,895 ) 3,553 2,319 4,023 — Changes in operating assets and liabilities: (Increase) decrease in receivables (7,216 ) 724 (2,462 ) 209 (8,745 ) (Increase) decrease in inventories (610 ) 2 — — (608 ) Increase in other assets (13,227 ) (23,748 ) (4,291 ) 23,337 (17,929 ) Increase (decrease) in trade payables (62 ) 12 1 — (49 ) Increase (decrease) in accrued interest 16,989 — (6,257 ) — 10,732 Increase in other liabilities 759 4,388 23,911 (23,549 ) 5,509 Net cash flows provided by (used in) operating activities 35,900 (7,611 ) 13,694 — 41,983 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (14,939 ) (2,804 ) (100 ) — (17,843 ) Issuance of third-party loans and advances — (500 ) (2,056 ) — (2,556 ) Payments received on third-party loans and advances 41 — 13,400 — 13,441 Increase in restricted cash, net (21 ) (504 ) (252 ) — (777 ) Proceeds from asset sales 82 — — — 82 Investments in unconsolidated affiliates — — (500 ) — (500 ) Investments in the New England Black Wolves — — (250 ) — (250 ) Inter-company transactions (32,481 ) 8,473 12 23,996 — Net cash flows provided by (used in) investing activities (47,318 ) 4,665 10,254 23,996 (8,403 ) Cash flows provided by (used in) financing activities: Senior Secured Credit Facility borrowings - Revolving 231,000 — — — 231,000 Senior Secured Credit Facility repayments - Revolving (194,000 ) — — — (194,000 ) Senior Secured Credit Facility repayments - Term Loan A (2,331 ) — — — (2,331 ) Senior Secured Credit Facility repayments - Term Loan B (2,025 ) — — — (2,025 ) Line of Credit borrowings 123,694 — — — 123,694 Line of Credit repayments (123,694 ) — — — (123,694 ) Proceeds from issuance of Senior Unsecured Notes 100,000 — — — 100,000 New Downs Lodging Credit Facility borrowings - Term Loan — — 25,000 — 25,000 Downs Lodging Credit Facility repayments - Term Loan — — (40,516 ) — (40,516 ) Borrowings from Mohegan Tribe — — 22,500 — 22,500 Repayments of other long-term debt (122 ) — (7 ) — (129 ) Distributions to Mohegan Tribe (10,600 ) — — — (10,600 ) Payments of financing fees (2,948 ) — (1,673 ) — (4,621 ) Payments on capital lease obligations (203 ) (12 ) — 12 (203 ) Non-controlling interest contributions — — 150 — 150 Inter-company transactions — 2,357 21,651 (24,008 ) — Net cash flows provided by financing activities 118,771 2,345 27,105 (23,996 ) 124,225 Net increase (decrease) in cash and cash equivalents 107,353 (601 ) 51,053 — 157,805 Effect of exchange rate on cash and cash equivalents — — (613 ) — (613 ) Cash and cash equivalents at beginning of period 42,093 22,167 1,494 — 65,754 Cash and cash equivalents at end of period $ 149,446 $ 21,566 $ 51,934 $ — $ 222,946 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. For the Three Months Ended December 31, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Cash flows provided by (used in) operating activities: Net income (loss) $ 14,766 $ (4,493 ) $ (5,511 ) $ 9,635 $ 14,397 Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: Depreciation and amortization 16,281 3,527 245 — 20,053 Relinquishment liability reassessment 56 — — — 56 Accretion of discount to the relinquishment liability 227 — — — 227 Cash paid for accretion of discount to the relinquishment liability (276 ) — — — (276 ) Amortization of debt issuance costs and discounts 1,831 — 80 — 1,911 Provision for losses on receivables 48 2 744 — 794 Loss on disposition of assets 737 2 — — 739 Loss from unconsolidated affiliates 86 — 692 — 778 Inter-company transactions (3,586 ) 11,719 1,499 (9,632 ) — Changes in operating assets and liabilities: (Increase) decrease in receivables (1,337 ) 543 (487 ) 234 (1,047 ) Increase in inventories (1,095 ) (172 ) — — (1,267 ) Increase in other assets (2,942 ) (28 ) (1,531 ) (28 ) (4,529 ) Increase (decrease) in trade payables (6,888 ) (4,026 ) 134 — (10,780 ) Increase in accrued interest 19,893 — 833 — 20,726 Increase (decrease) in other liabilities 4,659 4,078 (3,677 ) (209 ) 4,851 Net cash flows provided by (used in) operating activities 42,460 11,152 (6,979 ) — 46,633 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (4,179 ) (1,334 ) (247 ) — (5,760 ) Issuance of third-party loans and advances — — (336 ) — (336 ) Payments received on third-party loans 38 — — — 38 Increase in restricted cash, net (36 ) (1,748 ) — — (1,784 ) Proceeds from asset sales 27 — — — 27 Investments in the New England Black Wolves — — (500 ) — (500 ) Inter-company transactions (5,287 ) (7,236 ) 19 12,504 — Net cash flows used in investing activities (9,437 ) (10,318 ) (1,064 ) 12,504 (8,315 ) Cash flows provided by (used in) financing activities: Senior Secured Credit Facility borrowings - Revolving 107,000 — — — 107,000 Senior Secured Credit Facility repayments - Revolving (103,000 ) — — — (103,000 ) Senior Secured Credit Facility repayments - Term Loan A (1,563 ) — — — (1,563 ) Senior Secured Credit Facility repayments - Term Loan B (1,825 ) — — — (1,825 ) Line of Credit borrowings 113,051 — — — 113,051 Line of Credit repayments (110,134 ) — — — (110,134 ) Repayments of other long-term debt (63 ) — (40 ) — (103 ) Principal portion of relinquishment liability payments (6,336 ) — — — (6,336 ) Distributions to Mohegan Tribe (10,000 ) — — — (10,000 ) Payments on capital lease obligations (329 ) (19 ) — 19 (329 ) Inter-company transactions — 3,838 8,685 (12,523 ) — Net cash flows provided by (used in) financing activities (13,199 ) 3,819 8,645 (12,504 ) (13,239 ) Net increase (decrease) in cash and cash equivalents 19,824 4,653 602 — 25,079 Cash and cash equivalents at beginning of period 33,939 14,767 402 — 49,108 Cash and cash equivalents at end of period $ 53,763 $ 19,420 $ 1,004 $ — $ 74,187 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |