SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION: As of September 30, 2016 , 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 14 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 September 30, 2016 and 2015 and for the fiscal years ended September 30, 2016 , 2015 and 2014 is as follows (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2016 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 60,103 $ 21,178 $ 2,462 $ — $ 83,743 Restricted cash — 1,232 — — 1,232 Receivables, net 29,954 4,324 10,991 (2,486 ) 42,783 Inventories 14,226 1,086 — — 15,312 Other current assets 18,952 3,441 16 — 22,409 Total current assets 123,235 31,261 13,469 (2,486 ) 165,479 Non-current assets: Restricted cash 16 — 205,817 — 205,833 Property and equipment, net 1,078,616 209,571 38,357 — 1,326,544 Goodwill — 39,459 — — 39,459 Other intangible assets, net 120,167 284,122 — — 404,289 Other assets, net 10,285 31,175 75,570 (30,672 ) 86,358 Inter-company receivables 325,953 108,249 — (434,202 ) — Investment in subsidiaries 390,618 — — (390,618 ) — Total assets $ 2,048,890 $ 703,837 $ 333,213 $ (857,978 ) $ 2,227,962 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 21,034 $ — $ 3,225 $ — $ 24,259 Due to Mohegan Tribe — — 5,500 — 5,500 Current portion of capital leases 856 53 — (53 ) 856 Trade payables 11,096 2,571 23 — 13,690 Construction payables 6,733 1,729 — — 8,462 Accrued interest payable 5,436 — 76 — 5,512 Other current liabilities 116,457 32,673 2,664 (2,433 ) 149,361 Total current liabilities 161,612 37,026 11,488 (2,486 ) 207,640 Non-current liabilities: Long-term debt, net of current portion 1,630,492 — 17,496 — 1,647,988 Due to Mohegan Tribe, net of current portion — — 7,420 — 7,420 Capital leases, net of current portion 665 5,717 — (5,717 ) 665 Other long-term liabilities 1,597 — 24,776 (24,776 ) 1,597 Inter-company payables — 259,722 174,480 (434,202 ) — Accumulated losses in excess of investment in subsidiaries — 42,477 — (42,477 ) — Total liabilities 1,794,366 344,942 235,660 (509,658 ) 1,865,310 Capital: Retained earnings 249,418 358,895 (14,302 ) (344,909 ) 249,102 Accumulated other comprehensive income 5,106 — 5,106 (5,106 ) 5,106 Mohegan Tribal Gaming Authority total capital 254,524 358,895 (9,196 ) (350,015 ) 254,208 Non-controlling interests — — 106,749 1,695 108,444 Total capital 254,524 358,895 97,553 (348,320 ) 362,652 Total liabilities and capital $ 2,048,890 $ 703,837 $ 333,213 $ (857,978 ) $ 2,227,962 ___________ (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 Other current assets 15,569 2,928 33 — 18,530 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 Fiscal Year Ended September 30, 2016 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 891,250 $ 275,636 $ — $ — $ 1,166,886 Food and beverage 58,799 29,979 145 — 88,923 Hotel 46,584 5,977 — — 52,561 Retail, entertainment and other 92,654 25,288 19,155 (14,080 ) 123,017 Gross revenues 1,089,287 336,880 19,300 (14,080 ) 1,431,387 Less-Promotional allowances (72,569 ) (21,711 ) (8 ) (2,305 ) (96,593 ) Net revenues 1,016,718 315,169 19,292 (16,385 ) 1,334,794 Operating costs and expenses: Gaming 463,084 198,545 — — 661,629 Food and beverage 32,405 8,032 — — 40,437 Hotel 15,059 5,905 — (4,946 ) 16,018 Retail, entertainment and other 36,617 5,372 2,921 (2,302 ) 42,608 Advertising, general and administrative 165,242 36,477 23,988 (25,260 ) 200,447 Corporate 19,698 — — 16,123 35,821 Depreciation and amortization 59,575 13,192 1,146 — 73,913 Loss on disposition of assets 167 13 — — 180 Pre-opening 723 — — — 723 Impairment — — 1,875 — 1,875 Total operating costs and expenses 792,570 267,536 29,930 (16,385 ) 1,073,651 Income (loss) from operations 224,148 47,633 (10,638 ) — 261,143 Other income (expense): Interest income 65 9,433 9,759 (9,697 ) 9,560 Interest expense, net of capitalized interest (92,292 ) (39,326 ) (14,273 ) 9,697 (136,194 ) Loss on modification and early extinguishment of debt (277 ) — (207 ) — (484 ) Income (loss) on interests in subsidiaries 1,701 (1,604 ) — (97 ) — Loss from unconsolidated affiliates (694 ) — (245 ) — (939 ) Other income (expense), net (1 ) 1,618 (1,626 ) — (9 ) Total other expense (91,498 ) (29,879 ) (6,592 ) (97 ) (128,066 ) Net income (loss) 132,650 17,754 (17,230 ) (97 ) 133,077 (Income) loss attributable to non-controlling interests — — 2,919 (3,346 ) (427 ) Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 132,650 $ 17,754 $ (14,311 ) $ (3,443 ) $ 132,650 Comprehensive income (loss): Foreign currency translation 5,106 — 10,495 (5,106 ) 10,495 Other comprehensive income 5,106 — 10,495 (5,106 ) 10,495 Other comprehensive income attributable to non-controlling interests — — (5,389 ) — (5,389 ) Other comprehensive income attributable to Mohegan Tribal Gaming Authority 5,106 — 5,106 (5,106 ) 5,106 Comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority $ 137,756 $ 17,754 $ (9,205 ) $ (8,549 ) $ 137,756 ___________ (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 Fiscal Year Ended September 30, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 861,919 $ 271,801 $ — $ — $ 1,133,720 Food and beverage 60,687 28,913 120 — 89,720 Hotel 44,836 5,660 — — 50,496 Retail, entertainment and other 94,457 17,072 8,593 (5,092 ) 115,030 Gross revenues 1,061,899 323,446 8,713 (5,092 ) 1,388,966 Less-Promotional allowances (74,994 ) (20,109 ) (14 ) (2,229 ) (97,346 ) Net revenues 986,905 303,337 8,699 (7,321 ) 1,291,620 Operating costs and expenses: Gaming 457,948 193,952 — — 651,900 Food and beverage 32,964 8,590 — — 41,554 Hotel 14,062 5,724 — (4,852 ) 14,934 Retail, entertainment and other 39,353 6,029 2,626 (2,229 ) 45,779 Advertising, general and administrative 158,230 31,427 14,050 (14,783 ) 188,924 Corporate 16,584 — — 14,543 31,127 Depreciation and amortization 63,071 13,371 1,138 — 77,580 Loss on disposition of assets 1,007 11 — — 1,018 Severance 3,244 126 — — 3,370 Impairment 2,502 — — — 2,502 Relinquishment liability reassessment (243 ) — — — (243 ) Total operating costs and expenses 788,722 259,230 17,814 (7,321 ) 1,058,445 Income (loss) from operations 198,183 44,107 (9,115 ) — 233,175 Other income (expense): Accretion of discount to the relinquishment liability (227 ) — — — (227 ) Interest income 43 7,424 8,346 (7,830 ) 7,983 Interest expense, net of capitalized interest (95,485 ) (39,992 ) (16,229 ) 7,830 (143,876 ) Loss on modification and early extinguishment of debt (3,987 ) — — — (3,987 ) Loss on interests in subsidiaries (4,144 ) (9,193 ) — 13,337 — Loss from unconsolidated affiliates (31 ) — (941 ) — (972 ) Other income, net 42 — 1 — 43 Total other expense (103,789 ) (41,761 ) (8,823 ) 13,337 (141,036 ) Net income (loss) 94,394 2,346 (17,938 ) 13,337 92,139 Loss attributable to non-controlling interests — — 835 1,420 2,255 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 94,394 $ 2,346 $ (17,103 ) $ 14,757 $ 94,394 ___________ (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 Fiscal Year Ended September 30, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 858,780 $ 274,783 $ — $ — $ 1,133,563 Food and beverage 62,273 29,382 — — 91,655 Hotel 42,921 4,389 — — 47,310 Retail, entertainment and other 101,506 16,515 5,464 (4,351 ) 119,134 Gross revenues 1,065,480 325,069 5,464 (4,351 ) 1,391,662 Less-Promotional allowances (76,618 ) (20,567 ) (17 ) (1,742 ) (98,944 ) Net revenues 988,862 304,502 5,447 (6,093 ) 1,292,718 Operating costs and expenses: Gaming 488,293 198,728 — — 687,021 Food and beverage 32,348 9,134 — — 41,482 Hotel 15,287 4,631 — (4,111 ) 15,807 Retail, entertainment and other 45,876 6,780 — (1,711 ) 50,945 Advertising, general and administrative 155,668 35,075 27,927 (28,031 ) 190,639 Corporate 13,276 — — 27,760 41,036 Depreciation and amortization 65,406 13,814 906 — 80,126 (Gain) loss on disposition of assets (12 ) 3 — — (9 ) Pre-opening — 1,187 — — 1,187 Impairment 4,981 — — — 4,981 Relinquishment liability reassessment (1,905 ) — — — (1,905 ) Total operating costs and expenses 819,218 269,352 28,833 (6,093 ) 1,111,310 Income (loss) from operations 169,644 35,150 (23,386 ) — 181,408 Other income (expense): Accretion of discount to the relinquishment liability (2,205 ) — — — (2,205 ) Interest income 88 4,704 7,306 (5,032 ) 7,066 Interest expense, net of capitalized interest (97,380 ) (42,583 ) (13,002 ) 5,032 (147,933 ) Loss on modification and early extinguishment of debt (62,041 ) — — — (62,041 ) Loss on interests in subsidiaries (32,449 ) (24,848 ) — 57,297 — Income (loss) from unconsolidated affiliates 178 — (1,004 ) — (826 ) Other expense, net (13 ) — (14 ) — (27 ) Total other expense (193,822 ) (62,727 ) (6,714 ) 57,297 (205,966 ) Net loss (24,178 ) (27,577 ) (30,100 ) 57,297 (24,558 ) Loss attributable to non-controlling interests — — — 380 380 Net loss attributable to Mohegan Tribal Gaming Authority $ (24,178 ) $ (27,577 ) $ (30,100 ) $ 57,677 $ (24,178 ) ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Fiscal Year Ended September 30, 2016 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) $ 132,650 $ 17,754 $ (17,230 ) $ (97 ) $ 133,077 Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: Depreciation and amortization 59,575 13,192 1,146 — 73,913 Loss on early extinguishment of debt — — 207 — 207 Payments of discounts (2,760 ) — — — (2,760 ) Amortization of debt issuance costs, premiums and discounts 9,556 — 464 — 10,020 Provision (recovery) for losses on receivables 1,159 (99 ) (4,848 ) — (3,788 ) Share-based compensation — — 6,147 — 6,147 Impairment — — 1,875 — 1,875 Loss on disposition of assets 167 13 — — 180 Loss from unconsolidated affiliates 694 — 245 — 939 (Gain) loss on foreign currency exchange rate (706 ) — 2 — (704 ) Inter-company transactions (41,923 ) 31,222 10,593 108 — Changes in operating assets and liabilities: Increase in receivables (5,932 ) (640 ) (7,515 ) 835 (13,252 ) Decrease in inventories 175 59 — — 234 Increase in other assets (518 ) (26,184 ) (9,300 ) 24,765 (11,237 ) Increase (decrease) in trade payables (1,269 ) 7 (6 ) — (1,268 ) Decrease in accrued interest (25 ) — (6,518 ) — (6,543 ) Increase in other liabilities 7,406 3,877 25,912 (25,611 ) 11,584 Net cash flows provided by operating activities 158,249 39,201 1,174 — 198,624 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (44,333 ) (7,848 ) (1,456 ) — (53,637 ) Issuance of third-party loans and advances — (1,500 ) (3,769 ) — (5,269 ) Payments received on third-party loans and advances 166 — 13,400 — 13,566 (Increase) decrease in restricted cash, net (22 ) (474 ) (197,000 ) — (197,496 ) Proceeds from asset sales 335 — — — 335 Investments in unconsolidated affiliates (200 ) — (2,500 ) — (2,700 ) Inter-company transactions (86,732 ) (5,018 ) 48 91,702 — Net cash flows used in investing activities (130,786 ) (14,840 ) (191,277 ) 91,702 (245,201 ) Cash flows provided by (used in) financing activities: Senior Secured Credit Facility borrowings - Revolving 560,000 — — — 560,000 Senior Secured Credit Facility repayments - Revolving (568,000 ) — — — (568,000 ) Senior Secured Credit Facility repayments - Term Loan A (14,001 ) — — — (14,001 ) Senior Secured Credit Facility repayments - Term Loan B (30,456 ) — — — (30,456 ) Line of Credit borrowings 459,701 — — — 459,701 Line of Credit repayments (459,701 ) — — — (459,701 ) Proceeds from issuance of Senior Unsecured Notes 100,000 — — — 100,000 Downs Lodging Credit Facility repayments - Term Loan — — (40,516 ) — (40,516 ) New Downs Lodging Credit Facility borrowings - Term Loan — — 25,000 — 25,000 New Downs Lodging Credit Facility repayments - Term Loan — — (3,344 ) — (3,344 ) Borrowings from Mohegan Tribe — — 22,500 — 22,500 Repayments to Mohegan Tribe — — (27,000 ) — (27,000 ) Repayments of other long-term debt (475 ) — (259 ) — (734 ) Payments on capital lease obligations (824 ) (48 ) — 48 (824 ) Distributions to Mohegan Tribe (53,000 ) — — — (53,000 ) Payments of financing fees (3,403 ) — (1,678 ) — (5,081 ) Non-controlling interest contributions — — 97,892 — 97,892 Inter-company transactions — (25,302 ) 117,052 (91,750 ) — Net cash flows provided by (used in) financing activities (10,159 ) (25,350 ) 189,647 (91,702 ) 62,436 Net increase (decrease) in cash and cash equivalents 17,304 (989 ) (456 ) — 15,859 Effect of exchange rate on cash and cash equivalents 706 — 1,424 — 2,130 Cash and cash equivalents at beginning of year 42,093 22,167 1,494 — 65,754 Cash and cash equivalents at end of year $ 60,103 $ 21,178 $ 2,462 $ — $ 83,743 ___________ (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 Fiscal Year Ended September 30, 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 (loss) $ 94,394 $ 2,346 $ (17,938 ) $ 13,337 $ 92,139 Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: Depreciation and amortization 63,071 13,371 1,138 — 77,580 Relinquishment liability reassessment (243 ) — — — (243 ) Accretion of discount to the relinquishment liability 227 — — — 227 Cash paid for accretion of discount to the relinquishment liability (778 ) — — — (778 ) Loss on early extinguishment of debt 2,269 — — — 2,269 Proceeds from bond premiums 2,125 — — — 2,125 Payments of tender offer costs and discounts (2,894 ) — — — (2,894 ) Amortization of debt issuance costs, premiums and discounts 7,453 — 318 — 7,771 Provision for losses on receivables 1,350 299 4,229 — 5,878 Impairment 2,502 — — — 2,502 Loss on disposition of assets 1,007 11 — — 1,018 Loss from unconsolidated affiliates 31 — 941 — 972 Inter-company transactions (35,724 ) 41,355 7,695 (13,326 ) — Changes in operating assets and liabilities: Increase in receivables (2,699 ) (1,247 ) (2,264 ) 870 (5,340 ) (Increase) decrease in inventories (1,062 ) 60 — — (1,002 ) Increase in other assets (2,756 ) (1,806 ) (7,544 ) (46 ) (12,152 ) Increase (decrease) in trade payables (6,394 ) (2,617 ) 27 — (8,984 ) Decrease in accrued interest (264 ) — (146 ) — (410 ) Increase (decrease) in other liabilities 14,527 908 (5,860 ) (835 ) 8,740 Net cash flows provided by (used in) operating activities 136,142 52,680 (19,404 ) — 169,418 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (17,221 ) (4,651 ) (588 ) — (22,460 ) Issuance of third-party loans and advances — — (4,080 ) — (4,080 ) Payments received on third-party loans 157 — — — 157 (Increase) decrease in restricted cash, net (32 ) (1,746 ) 252 — (1,526 ) Proceeds from asset sales 1,602 13 — — 1,615 Investments in the New England Black Wolves — — (500 ) — (500 ) Inter-company transactions 6,687 (20,731 ) 45 13,999 — Net cash flows used in investing activities (8,807 ) (27,115 ) (4,871 ) 13,999 (26,794 ) Cash flows provided by (used in) financing activities: Senior Secured Credit Facility borrowings - Revolving 442,000 — — — 442,000 Senior Secured Credit Facility repayments - Revolving (458,000 ) — — — (458,000 ) Senior Secured Credit Facility repayments - Term Loan A (7,756 ) — — — (7,756 ) Senior Secured Credit Facility borrowings - Term Loan B, net of discount 87,911 — — — 87,911 Senior Secured Credit Facility repayments - Term Loan B (5,339 ) — — — (5,339 ) Line of Credit borrowings 446,935 — — — 446,935 Line of Credit repayments (449,976 ) — — — (449,976 ) Proceeds from issuance of Senior Unsecured Notes, net of premiums 85,000 — — — 85,000 Repayments to Mohegan Tribe — — (2,250 ) — (2,250 ) Repayments of other long-term debt (182,269 ) — (4,547 ) — (186,816 ) Payments on capital lease obligations (927 ) (45 ) — 45 (927 ) Principal portion of relinquishment liability payments (24,400 ) — — — (24,400 ) Distributions to Mohegan Tribe (50,000 ) — — — (50,000 ) Payments of financing fees (2,360 ) — — — (2,360 ) Inter-company transactions — (18,120 ) 32,164 (14,044 ) — Net cash flows provided by (used in) financing activities (119,181 ) (18,165 ) 25,367 (13,999 ) (125,978 ) Net increase in cash and cash equivalents 8,154 7,400 1,092 — 16,646 Cash and cash equivalents at beginning of year 33,939 14,767 402 — 49,108 Cash and cash equivalents at end of year $ 42,093 $ 22,167 $ 1,494 $ — $ 65,754 ___________ (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 Fiscal Year Ended September 30, 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 loss $ (24,178 ) (27,577 ) (30,100 ) 57,297 (24,558 ) Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: Depreciation and amortization 65,406 13,814 906 — 80,126 Relinquishment liability reassessment (1,905 ) — — — (1,905 ) Accretion of discount to the relinquishment liability 2,205 — — — 2,205 Cash paid for accretion of discount to the relinquishment liability (2,897 ) — — — (2,897 ) Loss on early extinguishment of debt 58,245 — — — 58,245 Payments of tender offer costs and discounts (48,155 ) — — — (48,155 ) Amortization of debt issuance costs, premiums and discounts 7,719 — 318 — 8,037 Provision for losses on receivables 2,368 390 3,388 — 6,146 Impairment 4,981 — — — 4,981 (Gain) loss on disposition of assets (12 ) 3 — — (9 ) (Gain) loss from unconsolidated affiliates (178 ) — 1,004 — 826 Inter-company transactions (9,896 ) 62,401 4,783 (57,288 ) — Changes in operating assets and liabilities: Increase in receivables (6,622 ) (310 ) (1,783 ) 1,556 (7,159 ) Increase in inventories (411 ) (143 ) — — (554 ) (Increase) decrease in other assets 3,236 (77 ) (5,888 ) (802 ) (3,531 ) Increase (decrease) in trade payables 9,858 3,568 (7 ) — 13,419 Decrease in accrued interest (12,891 ) — (1,746 ) — (14,637 ) Increase (decrease) in other liabilities (4,587 ) (573 ) 8,359 (763 ) 2,436 Net cash flows provided by (used in) operating activities 42,286 51,496 (20,766 ) — 73,016 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (18,629 ) (4,250 ) (12,200 ) — (35,079 ) Issuance of third-party loans and advances — — (1,804 ) — (1,804 ) Payments received on third-party loans 644 — — — 644 Decrease in restricted cash, net 53 1,583 12,043 — 13,679 Proceeds from asset sales 104 30 — — 134 Investments in unconsolidated affiliates — — (29 ) — (29 ) Inter-company transactions 27,195 (24,222 ) 45 (3,018 ) — Net cash flows provided by (used in) investing activities 9,367 (26,859 ) (1,945 ) (3,018 ) (22,455 ) Cash flows provided by (used in) financing activities: Prior Bank Credit Facility repayments - Term (393,000 ) — — — (393,000 ) Prior Term Loan Facility repayments, net of discount (222,103 ) — — — (222,103 ) Senior Secured Credit Facility borrowings - Revolving 310,000 — — — 310,000 Senior Secured Credit Facility repayments - Revolving (273,000 ) — — — (273,000 ) Senior Secured Credit Facility borrowings - Term Loan A, net of discount 124,343 — — — 124,343 Senior Secured Credit Facility repayments - Term Loan A (3,125 ) — — — (3,125 ) Senior Secured Credit Facility borrowings - Term Loan B, net of discount 720,952 — — — 720,952 Senior Secured Credit Facility repayments - Term Loan B (5,475 ) — — — (5,475 ) Line of Credit borrowings 356,796 — — — 356,796 Line of Credit repayments (353,755 ) — — — (353,755 ) Repayments to Mohegan Tribe — — (3,250 ) — (3,250 ) Repayments of other long-term debt (212,270 ) — (53 ) — (212,323 ) Payments on capital lease obligations (2,168 ) (45 ) — 45 (2,168 ) Principal portion of relinquishment liability payments (46,574 ) — — — (46,574 ) Distributions to Mohegan Tribe (50,000 ) — — — (50,000 ) Payments of financing fees (12,395 ) — — — (12,395 ) Inter-company transactions — (28,480 ) 25,507 2,973 — Net cash flows provided by (used in) financing activities (61,774 ) (28,525 ) 22,204 3,018 (65,077 ) Net decrease in cash and cash equivalents (10,121 ) (3,888 ) (507 ) — (14,516 ) Cash and cash equivalents at beginning of year 44,060 18,655 909 — 63,624 Cash and cash equivalents at end of year $ 33,939 $ 14,767 $ 402 $ — $ 49,108 ___________ (1) Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. (2) Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |