SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION (Tables)

3 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]



	December 31, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	52,186	$	21,331	$	2,085		$	—		$	75,602
Restricted cash	183		529		4,239			—			4,951
Receivables, net	20,123		2,286		394			(207		)	22,596
Inventories	13,728		1,454		—			—			15,182
Other current assets	18,683		1,390		1,072			—			21,145
Total current assets	104,903		26,990		7,790			(207		)	139,476
Non-current assets:
Property and equipment, net	1,183,134		$	229,572	$	60,001		$	—		$	1,472,707
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,481		284,935		—			—			405,416
Other assets, net	33,272		3,902		45,332			(6,707		)	75,799
Intercompany receivables	248,257		45,004		357			(293,618		)	—
Investment in subsidiaries	320,770		—		—			(320,770		)	—
Total assets	$	2,010,817	$	629,862	$	113,480		$	(621,302	)	$	2,132,857
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	44,359	$	—	$	460		$	—		$	44,819
Current portion of relinquishment liability	68,261		—		—			—			68,261
Due to Mohegan Tribe	1,959		—		5,625			—			7,584
Current portion of capital leases	1,939		70		—			(70		)	1,939
Trade payables	11,792		2,406		1,064			—			15,262
Construction payables	2,484		213		5,948			—			8,645
Accrued interest payable	29,063		—		3,571			—			32,634
Other current liabilities	94,619		31,249		2,723			(137		)	128,454
Total current liabilities	254,476		33,938		19,391			(207		)	307,598
Non-current liabilities:
Long-term debt, net of current portion	1,628,127		—		45,000			—			1,673,127
Relinquishment liability, net of current portion	—		—		—			—			—
Due to Mohegan Tribe, net of current portion	—		—		21,920			—			21,920
Capital leases, net of current portion	2,943		6,498		—			(6,498		)	2,943
Other long-term liabilities	2,764		—		2,510			—			5,274
Intercompany payables	—		246,751		46,867			(293,618		)	—
Accumulated losses in excess of investment in subsidiaries	—		12,139		—			(12,139		)	—
Total liabilities	1,888,310		299,326		135,688			(312,462		)	2,010,862
Capital:
Retained earnings	122,507		330,536		(22,208		)	(308,853		)	121,982
Mohegan Tribal Gaming Authority capital	122,507		330,536		(22,208		)	(308,853		)	121,982
Non-controlling interests	—		—		—			13			13
Total capital	122,507		330,536		(22,208		)	(308,840		)	121,995
Total liabilities and capital	$	2,010,817	$	629,862	$	113,480		$	(621,302	)	$	2,132,857

___________

(1) Includes the Pocono Downs 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.



	September 30, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	44,060	$	18,655	$	909		$	—		$	63,624
Restricted cash	—		1,714		12,043			—			13,757
Receivables, net	23,186		2,717		239			—			26,142
Inventories	12,928		1,062		—			—			13,990
Other current assets	18,125		1,197		1,196			—			20,518
Total current assets	98,299		25,345		14,387			—			138,031
Non-current assets:
Property and equipment, net	1,193,676		$	225,263	$	57,236		$	—		$	1,476,175
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,508		285,010		—			—			405,518
Other assets, net	35,159		3,891		38,127			(210		)	76,967
Intercompany receivables	238,545		37,149		—			(275,694		)	—
Investment in subsidiaries	332,737		—		—			(332,737		)	—
Total assets	$	2,018,924	$	616,117	$	109,750		$	(608,641	)	$	2,136,150
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	25,156	$	—	$	63		$	—		$	25,219
Current portion of relinquishment liability	62,947		—		—			—			62,947
Due to Mohegan Tribe	808		—		5,500			—			6,308
Current portion of capital leases	2,302		—		—			—			2,302
Trade payables	8,901		1,613		17			—			10,531
Construction payables	6,790		558		3,663			—			11,011
Accrued interest payable	18,616		—		4,680			—			23,296
Other current liabilities	93,377		29,580		1,025			—			123,982
Total current liabilities	218,897		31,751		14,948			—			265,596
Non-current liabilities:
Long-term debt, net of current portion	1,582,768		—		45,405			—			1,628,173
Relinquishment liability, net of current portion	11,418		—		—			—			11,418
Due to Mohegan Tribe, net of current portion	—		—		23,420			—			23,420
Capital leases, net of current portion	3,138		—		—			—			3,138
Other long-term liabilities	2,941		—		2,079			—			5,020
Intercompany payables	—		236,772		38,922			(275,694		)	—
Accumulated losses in excess of investment in subsidiaries	—		6,832		—			(6,832		)	—
Total liabilities	1,819,162		275,355		124,774			(282,526		)	1,936,765
Capital:
Retained earnings	199,762		340,762		(15,024		)	(326,264		)	199,236
Mohegan Tribal Gaming Authority capital	199,762		340,762		(15,024		)	(326,264		)	199,236
Non-controlling interests	—		—		—			149			149
Total capital	199,762		340,762		(15,024		)	(326,115		)	199,385
Total liabilities and capital	$	2,018,924	$	616,117	$	109,750		$	(608,641	)	$	2,136,150

___________

(1) Includes the Pocono Downs 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

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)



	For the Three Months Ended December 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	208,474		$	66,279		$	—		$	—		$	274,753
Food and beverage	15,924			6,795			—			—			22,719
Hotel	10,251			441			—			—			10,692
Retail, entertainment and other	27,259			2,026			752			(532		)	29,505
Gross revenues	261,908			75,541			752			(532		)	337,669
Less-Promotional allowances	(20,267		)	(4,575		)	(3		)	(1		)	(24,846		)
Net revenues	241,641			70,966			749			(533		)	312,823
Operating costs and expenses:
Gaming	128,116			48,186			—			—			176,302
Food and beverage	8,004			2,095			—			—			10,099
Hotel	3,657			535			—			(472		)	3,720
Retail, entertainment and other	11,932			845			—			(1		)	12,776
Advertising, general and administrative	38,503			8,458			6,045			(6,064		)	46,942
Corporate	3,428			—			—			6,004			9,432
Depreciation and amortization	15,532			3,421			165			—			19,118
Gain on disposition of assets	(1		)	—			—			—			(1		)
Pre-opening	—			1,162			—			—			1,162
Total operating costs and expenses	209,171			64,702			6,210			(533		)	279,550
Income (loss) from operations	32,470			6,264			(5,461		)	—			33,273
Other income (expense):
Accretion of discount to the relinquishment liability	(551		)	—			—			—			(551		)
Interest income	25			984			1,649			(1,014		)	1,644
Interest expense, net of capitalized interest	(25,997		)	(11,317		)	(2,670		)	1,015			(38,969		)
Loss on early extinguishment of debt	(62,083		)	—			—			—			(62,083		)
Loss on interests in subsidiaries	(11,117		)	(5,307		)	—			16,424			—
Other expense, net	(2		)	—			(702		)	—			(704		)
Total other expense	(99,725		)	(15,640		)	(1,723		)	16,425			(100,663		)
Net income (loss)	(67,255		)	(9,376		)	(7,184		)	16,425			(67,390		)
Loss attributable to non-controlling interests	—			—			—			136			136
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	(67,255	)	$	(9,376	)	$	(7,184	)	$	16,561		$	(67,254	)

___________


(1)	Includes the Pocono Downs 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 Three Months Ended December 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	252,750		$	71,956		$	353		$	(304	)	$	324,755
Operating costs and expenses:
Gaming and other operations	147,613			52,752			—			(244		)	200,121
Advertising, general and administrative	42,183			7,551			2,643			(60		)	52,317
Depreciation and amortization	16,855			3,309			—			—			20,164
Loss on disposition of assets	133			—			—			—			133
Severance	(179		)	—			—			—			(179		)
Total operating costs and expenses	206,605			63,612			2,643			(304		)	272,556
Income (loss) from operations	46,145			8,344			(2,290		)	—			52,199
Accretion of discount to the relinquishment liability	(1,243		)	—			—			—			(1,243		)
Interest expense, net of capitalized interest	(30,115		)	(10,864		)	(2,661		)	366			(43,274		)
Loss on interests in subsidiaries	(5,750		)	(879		)	—			6,629			—
Other income, net	63			370			437			(366		)	504
Net income (loss)	9,100			(3,029		)	(4,514		)	6,629			8,186
Loss attributable to non-controlling interests	—			—			—			914			914
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,100		$	(3,029	)	$	(4,514	)	$	7,543		$	9,100

___________


(1)	Includes the Pocono Downs 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 Three Months Ended December 31, 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)	$	(67,255	)	$	(9,376	)	$	(7,184	)	$	16,425		$	(67,390	)
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	15,532			3,421			165			—			19,118
Accretion of discount to the relinquishment liability	551			—			—			—			551
Cash paid for accretion of discount to the relinquishment liability	(621		)	—			—			—			(621		)
Loss on early extinguishment of debt	58,287			—			—			—			58,287
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	2,246			—			80			—			2,326
Provision for losses on receivables	171			(3		)	634			—			802
Gain on disposition of assets	(1		)	—			—			—			(1		)
Loss from unconsolidated affiliates	2			—			694			—			696
Changes in operating assets and liabilities:
(Increase) decrease in receivables	2,890			434			(79		)	131			3,376
Increase in inventories	(800		)	(392		)	—			—			(1,192		)
Increase in other assets	(1,158		)	(207		)	(1,485		)	(1		)	(2,851		)
Increase in trade payables	2,891			793			1,055			—			4,739
Increase (decrease) in accrued interest	10,447			—			(1,109		)	—			9,338
Increase in other liabilities	3,248			3,136			2,026			(137		)	8,273
Intercompany transactions	(204		)	15,614			1,014			(16,424		)	—
Net cash flows provided by (used in) operating activities	(21,929		)	13,420			(4,189		)	(6		)	(12,704		)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of change in construction payables	(6,526		)	(1,423		)	(7,219		)	—			(15,168		)
Issuance of third-party loans and advances	—			—			(382		)	—			(382		)
Payments received on third-party loans	532			—			—			—			532
(Increase) decrease in restricted cash, net	(4		)	(282		)	7,804			—			7,518
Proceeds from asset sales	5			—			—			—			5
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Intercompany transactions	2,459			(6,885		)	—			4,426			—
Net cash flows provided by (used in) investing activities	(3,534		)	(8,590		)	174			4,426			(7,524		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(393,000		)	—			—			—			(393,000		)
Prior Term Loan Facility repayments	(222,103		)	—			—			—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	56,000			—			—			—			56,000
Senior Secured Credit Facility repayments - Revolving	(42,000		)	—			—			—			(42,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Line of Credit borrowings	78,794			—			—			—			78,794
Line of Credit repayments	(69,441		)	—			—			—			(69,441		)
Repayments to Mohegan Tribe	—			—			(1,375		)	—			(1,375		)
Repayments of other long-term debt	(190,927		)	—			(8		)	—			(190,935		)
Principal portion of relinquishment liability payments	(6,034		)	—			—			—			(6,034		)
Distributions to Mohegan Tribe	(10,000		)	—			—			—			(10,000		)
Payments of financing fees	(12,437		)	—			—			—			(12,437		)



Payments on capital lease obligations	(558		)	(6		)	—		6			(558		)
Intercompany transactions	—			(2,148		)	6,574		(4,426		)	—
Net cash flows provided by (used in) financing activities	33,589			(2,154		)	5,191		(4,420		)	32,206
Net increase in cash and cash equivalents	8,126			2,676			1,176		—			11,978
Cash and cash equivalents at beginning of period	44,060			18,655			909		—			63,624
Cash and cash equivalents at end of period	$	52,186		$	21,331		$	2,085	$	—		$	75,602

___________


(1)	Includes the Pocono Downs 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 Three Months Ended December 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	(2,506	)	$	14,880		$	(2,960	)	$	—		$	9,414
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(5,763		)	(1,490		)	(3,119		)	—			(10,372		)
(Increase) decrease in restricted cash, net	—			(341		)	4,317			—			3,976
Investments in unconsolidated affiliates	—			—			(4,927		)	—			(4,927		)
Other cash flows provided by (used in) investing activities	19,407			(4,425		)	(661		)	(14,830		)	(509		)
Net cash flows provided by (used in) investing activities	13,644			(6,256		)	(4,390		)	(14,830		)	(11,832		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(1,000		)	—			—			—			(1,000		)
Repayments to Mohegan Tribe	—			—			(2,487		)	—			(2,487		)
Principal portion of relinquishment liability payments	(5,622		)	—			—			—			(5,622		)
Distributions to Mohegan Tribe	(10,000		)	—			—			—			(10,000		)
Payments of financing fees	(2,525		)	—			(196		)	—			(2,721		)
Other cash flows provided by (used in) financing activities	(16,034		)	(10,405		)	9,947			14,830			(1,662		)
Net cash flows provided by (used in) financing activities	(35,181		)	(10,405		)	7,264			14,830			(23,492		)
Net decrease in cash and cash equivalents	(24,043		)	(1,781		)	(86		)	—			(25,910		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	67,793		$	19,976		$	405		$	—		$	88,174

___________


(1)	Includes the Pocono Downs 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.