SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION | NOTE 16—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION: As of September 30, 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 15 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, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 is as follows (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2015 Authority Total Total Non- Consolidating/ Eliminating 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 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. September 30, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 33,939 $ 14,767 $ 402 $ — $ 49,108 Restricted cash 47 628 — — 675 Receivables, net 27,537 2,637 1,287 (821 ) 30,640 Inventories 13,339 1,205 — — 14,544 Other current assets 15,559 1,182 256 — 16,997 Total current assets 90,421 20,419 1,945 (821 ) 111,964 Non-current assets: Property and equipment, net 1,142,363 222,425 59,280 — 1,424,068 Goodwill — 39,459 — — 39,459 Other intangible assets, net 120,395 284,714 — — 405,109 Other assets, net 8,768 3,970 48,505 (6,312 ) 54,931 Inter-company receivables 228,122 65,981 — (294,103 ) — Investment in subsidiaries 325,651 — — (325,651 ) — Total assets $ 1,915,720 $ 636,968 $ 109,730 $ (626,887 ) $ 2,035,531 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 28,887 $ — $ 415 $ — $ 29,302 Current portion of relinquishment liability 25,194 — — — 25,194 Due to Mohegan Tribe — — 2,250 — 2,250 Current portion of capital leases 793 58 — (58 ) 793 Trade payables 18,893 5,181 12 — 24,086 Construction payables 4,411 794 627 — 5,832 Accrued interest payable 5,725 — 2,934 — 8,659 Other current liabilities 90,684 29,504 7,750 (763 ) 127,175 Total current liabilities 174,587 35,537 13,988 (821 ) 223,291 Non-current liabilities: Long-term debt, net of current portion 1,611,107 — 44,428 — 1,655,535 Due to Mohegan Tribe, net of current portion — — 23,420 — 23,420 Capital leases, net of current portion 2,345 6,111 — (6,111 ) 2,345 Other long-term liabilities 2,307 — 3,806 — 6,113 Inter-company payables — 225,269 68,834 (294,103 ) — Accumulated losses in excess of investment in subsidiaries — 31,680 — (31,680 ) — Total liabilities 1,790,346 298,597 154,476 (332,715 ) 1,910,704 Capital: Retained earnings 125,374 338,371 (44,746 ) (293,941 ) 125,058 Mohegan Tribal Gaming Authority capital 125,374 338,371 (44,746 ) (293,941 ) 125,058 Non-controlling interests — — — (231 ) (231 ) Total capital 125,374 338,371 (44,746 ) (294,172 ) 124,827 Total liabilities and capital $ 1,915,720 $ 636,968 $ 109,730 $ (626,887 ) $ 2,035,531 (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 INCOME (LOSS) 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 of Project Horizon 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 early extinguishment of debt (3,987 ) — — — (3,987 ) Loss on interests in subsidiaries (4,144 ) (9,193 ) — 13,337 — Other income (expense), net 11 — (940 ) — (929 ) 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 of Project Horizon 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 early extinguishment of debt (62,041 ) — — — (62,041 ) Loss on interests in subsidiaries (32,449 ) (24,848 ) — 57,297 — Other income (expense), net 165 — (1,018 ) — (853 ) 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. For the Fiscal Year Ended September 30, 2013 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 911,180 $ 279,022 $ — $ — $ 1,190,202 Food and beverage 59,334 26,917 — — 86,251 Hotel 40,873 — — — 40,873 Retail, entertainment and other 100,545 16,679 1,575 (240 ) 118,559 Gross revenues 1,111,932 322,618 1,575 (240 ) 1,435,885 Less-Promotional allowances (76,407 ) (17,300 ) (4 ) (2,146 ) (95,857 ) Net revenues 1,035,525 305,318 1,571 (2,386 ) 1,340,028 Operating costs and expenses: Gaming 507,069 201,860 — — 708,929 Food and beverage 33,297 8,280 (2 ) — 41,575 Hotel 14,339 — — — 14,339 Retail, entertainment and other 40,371 5,589 — (2,101 ) 43,859 Advertising, general and administrative 159,869 32,997 13,373 (13,566 ) 192,673 Corporate 14,841 — — 13,281 28,122 Depreciation and amortization 67,097 13,220 — — 80,317 Loss on disposition of assets 222 19 — — 241 Severance (146 ) 175 — — 29 Pre-opening — 687 — — 687 Relinquishment liability reassessment (249 ) — — — (249 ) Total operating costs and expenses 836,710 262,827 13,371 (2,386 ) 1,110,522 Income (loss) from operations 198,815 42,491 (11,800 ) — 229,506 Other income (expense): Accretion of discount to the relinquishment liability (4,974 ) — — — (4,974 ) Interest income 146 2,320 6,064 (2,259 ) 6,271 Interest expense, net of capitalized interest (118,303 ) (44,126 ) (9,980 ) 2,259 (170,150 ) Loss on early extinguishment of debt (11,516 ) — — — (11,516 ) Loss on interests in subsidiaries (13,834 ) (7,389 ) — 21,223 — Other expense, net (8 ) — (1,587 ) — (1,595 ) Total other expense (148,489 ) (49,195 ) (5,503 ) 21,223 (181,964 ) Net income (loss) 50,326 (6,704 ) (17,303 ) 21,223 47,542 Loss attributable to non-controlling interests — — — 2,784 2,784 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 50,326 $ (6,704 ) $ (17,303 ) $ 24,007 $ 50,326 (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, 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 and accretion of bond premiums and discounts 7,453 — 318 — 7,771 Provision for losses on receivables 1,350 299 4,229 — 5,878 Impairment of Project Horizon 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 ) Repayments to Mohegan Tribe — — (2,250 ) — (2,250 ) Proceeds from issuance of Senior Unsecured Notes, net of premiums 85,000 — — — 85,000 Repayments of other long-term debt (182,269 ) — (4,547 ) — (186,816 ) 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 ) Payments on capital lease obligations (927 ) (45 ) — 45 (927 ) 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 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 and accretion of bond discounts 7,719 — 318 — 8,037 Provision for losses on receivables 2,368 390 3,388 — 6,146 Impairment of Project Horizon 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 ) 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 ) Payments on capital lease obligations (2,168 ) (45 ) — 45 (2,168 ) 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. For the Fiscal Year Ended September 30, 2013 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) $ 50,326 (6,704 ) (17,303 ) 21,223 47,542 Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: Depreciation and amortization 67,097 13,220 — — 80,317 Relinquishment liability reassessment (249 ) — — — (249 ) Accretion of discount to the relinquishment liability 4,974 — — — 4,974 Cash paid for accretion of discount to the relinquishment liability (5,792 ) — — — (5,792 ) Loss on early extinguishment of debt 4,531 — — — 4,531 Payments of tender offer costs and discounts (3,104 ) — — — (3,104 ) Amortization of debt issuance costs and accretion of bond discounts 11,968 — 317 — 12,285 Amortization of net deferred gain on settlement of derivative instruments (76 ) — — — (76 ) Provision for losses on receivables 951 103 2,382 — 3,436 Loss on disposition of assets 222 19 — — 241 (Gain) loss from unconsolidated affiliates (11 ) — 1,564 — 1,553 Inter-company transactions (30,508 ) 49,282 2,449 (21,223 ) — Changes in operating assets and liabilities: (Increase) decrease in receivables 495 (1,011 ) (132 ) — (648 ) Decrease in inventories 326 122 — — 448 (Increase) decrease in other assets 8,255 41 (5,537 ) — 2,759 Increase (decrease) in trade payables (2,367 ) 265 (41 ) — (2,143 ) Increase (decrease) in accrued interest (23,183 ) — 117 — (23,066 ) Increase (decrease) in other liabilities (21,440 ) (773 ) 2,156 — (20,057 ) Net cash flows provided by (used in) operating activities 62,415 54,564 (14,028 ) — 102,951 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (24,774 ) (4,481 ) (30,342 ) — (59,597 ) Issuance of third-party loans and advances — — (2,033 ) — (2,033 ) Payments received on third-party loans 139 — — — 139 (Increase) decrease in restricted cash, net — (423 ) 33,501 — 33,078 Proceeds from asset sales 208 8 — — 216 Investments in unconsolidated affiliates — — (4,971 ) — (4,971 ) Inter-company transactions 24,289 (22,468 ) — (1,821 ) — Net cash flows used in investing activities (138 ) (27,364 ) (3,845 ) (1,821 ) (33,168 ) Cash flows provided by (used in) financing activities: Prior Bank Credit Facility borrowings – Revolving 3,000 — — — 3,000 Prior Bank Credit Facility repayments – Revolving (3,000 ) — — — (3,000 ) Prior Bank Credit Facility repayments – Term (4,000 ) — — — (4,000 ) Line of Credit borrowings 24,897 — — — 24,897 Line of Credit repayments (24,897 ) — — — (24,897 ) Repayments to Mohegan Tribe — — (9,950 ) — (9,950 ) Proceeds from issuance of Senior Unsecured Notes 500,000 — — — 500,000 Repayments of other long-term debt (495,561 ) — (40 ) — (495,601 ) Principal portion of relinquishment liability payments (45,350 ) — — — (45,350 ) Distributions to Mohegan Tribe (50,000 ) — — — (50,000 ) Payments of financing fees (11,757 ) — (200 ) — (11,957 ) Payments on capital lease obligations (3,385 ) — — — (3,385 ) Inter-company transactions — (30,302 ) 28,481 1,821 — Net cash flows provided by (used in) financing activities (110,053 ) (30,302 ) 18,291 1,821 (120,243 ) Net increase (decrease) in cash and cash equivalents (47,776 ) (3,102 ) 418 — (50,460 ) Cash and cash equivalents at beginning of year 91,836 21,757 491 — 114,084 Cash and cash equivalents at end of year $ 44,060 $ 18,655 $ 909 $ — $ 63,624 (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. |