Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document and Entity Information [Abstract] | |
Entity Registrant Name | MOHEGAN TRIBAL GAMING AUTHORITY |
Entity Central Index Key | 1,005,276 |
Current Fiscal Year End Date | --09-30 |
Entity Filer Category | Non-accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 70,160 | $ 49,108 |
Restricted cash | 4,786 | 675 |
Receivables, net | 30,273 | 30,640 |
Inventories | 15,516 | 14,544 |
Other current assets | 17,977 | 16,997 |
Total current assets | 138,712 | 111,964 |
Non-current assets: | ||
Property and equipment, net | 1,349,997 | 1,424,068 |
Goodwill | 39,459 | 39,459 |
Other intangible assets, net | 406,856 | 405,109 |
Other assets, net | 96,322 | 75,360 |
Total assets | 2,031,346 | 2,055,960 |
Current liabilities: | ||
Current portion of long-term debt | 19,366 | 29,308 |
Current portion of relinquishment liability | 0 | 25,194 |
Due to Mohegan Tribe | 5,875 | 2,250 |
Current portion of capital leases | 816 | 793 |
Trade payables | 14,146 | 24,086 |
Construction payables | 2,530 | 5,832 |
Accrued interest payable | 28,718 | 8,659 |
Other current liabilities | 146,735 | 127,175 |
Total current liabilities | 218,186 | 223,297 |
Non-current liabilities: | ||
Long-term debt, net of current portion | 1,635,288 | 1,675,958 |
Due to Mohegan Tribe, net of current portion | 18,920 | 23,420 |
Capital leases, net of current portion | 1,730 | 2,345 |
Other long-term liabilities | 7,166 | 6,113 |
Total liabilities | $ 1,881,290 | $ 1,931,133 |
Commitments and Contingencies | ||
Capital: | ||
Retained earnings | $ 150,490 | $ 125,058 |
Mohegan Tribal Gaming Authority capital | 150,490 | 125,058 |
Non-controlling interests | (434) | (231) |
Total capital | 150,056 | 124,827 |
Total liabilities and capital | $ 2,031,346 | $ 2,055,960 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2010 | |
Revenues: | |||||||
Gaming | $ 284,713 | $ 284,801 | $ 837,463 | $ 837,954 | |||
Food and beverage | 23,021 | 23,273 | 66,811 | 68,605 | |||
Hotel | 12,700 | 12,160 | 37,199 | 34,763 | |||
Retail, entertainment and other | 29,825 | 31,542 | 82,231 | 87,065 | |||
Gross revenues | 350,259 | 351,776 | 1,023,704 | 1,028,387 | |||
Less-Promotional allowances | (25,220) | (25,440) | (71,510) | (72,545) | |||
Net revenues | 325,039 | 326,336 | 952,194 | 955,842 | |||
Operating costs and expenses: | |||||||
Gaming | 164,229 | 171,533 | 485,994 | 513,574 | |||
Food and beverage | 10,323 | 10,359 | 31,363 | 31,207 | |||
Hotel | 3,788 | 3,950 | 10,767 | 11,744 | |||
Retail, entertainment and other | 12,447 | 13,318 | 34,268 | 37,446 | |||
Advertising, general and administrative | 46,522 | 48,929 | 140,946 | 143,740 | |||
Corporate | 7,119 | 9,259 | 23,400 | 29,551 | |||
Depreciation and amortization | 19,086 | 20,070 | 58,703 | 60,067 | |||
(Gain) loss on disposition of assets | 26 | (64) | 845 | (12) | |||
Severance | 0 | 0 | 3,370 | 0 | |||
Pre-opening | 0 | 0 | 0 | 1,187 | |||
Impairment of Project Horizon | 0 | $ 2,500 | 0 | 2,502 | 0 | $ 5,000 | $ 58,100 |
Relinquishment liability reassessment | 0 | 0 | (243) | 0 | |||
Total operating costs and expenses | 263,540 | 277,354 | 791,915 | 828,504 | |||
Income from operations | 61,499 | 48,982 | 160,279 | 127,338 | |||
Other income (expense): | |||||||
Accretion of discount to the relinquishment liability | 0 | (552) | (227) | (1,654) | |||
Interest income | 1,906 | 1,701 | 5,554 | 4,947 | |||
Interest expense, net of capitalized interest | (35,660) | (36,426) | (107,692) | (111,692) | |||
Loss on early extinguishment of debt | 0 | (2) | 0 | (62,277) | |||
Other income (expense), net | (50) | 59 | (1,260) | (819) | |||
Total other expense | (33,804) | (35,220) | (103,625) | (171,495) | |||
Net income (loss) | 27,695 | 13,762 | 56,654 | (44,157) | |||
Loss attributable to non-controlling interests | 439 | 130 | 1,278 | 421 | |||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ 28,134 | $ 13,892 | $ 57,932 | $ (43,736) |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Total capital at beginning of period | $ 134,861 | $ 121,466 | $ 124,827 | $ 199,385 |
Contributions from members | 1,075 | |||
Net income (loss) | 27,695 | 13,762 | 56,654 | (44,157) |
Distributions to Mohegan Tribe | (12,500) | (12,500) | (32,500) | (32,500) |
Total capital at end of period | 150,056 | 122,728 | 150,056 | 122,728 |
Mohegan Tribal Gaming Authority | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Total capital at beginning of period | 134,856 | 121,608 | 125,058 | 199,236 |
Contributions from members | 0 | |||
Net income (loss) | 28,134 | 13,892 | 57,932 | (43,736) |
Distributions to Mohegan Tribe | (12,500) | (12,500) | (32,500) | (32,500) |
Total capital at end of period | 150,490 | 123,000 | 150,490 | 123,000 |
Non-controlling Interests | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Total capital at beginning of period | 5 | (142) | (231) | 149 |
Contributions from members | 1,075 | |||
Net income (loss) | (439) | (130) | (1,278) | (421) |
Distributions to Mohegan Tribe | 0 | 0 | 0 | 0 |
Total capital at end of period | $ (434) | $ (272) | $ (434) | $ (272) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows provided by (used in) operating activities: | ||
Net income (loss) | $ 56,654 | $ (44,157) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 58,703 | 60,067 |
Relinquishment liability reassessment | (243) | 0 |
Accretion of discount to the relinquishment liability | 227 | 1,654 |
Cash paid for accretion of discount to the relinquishment liability | (778) | (2,071) |
Loss on early extinguishment of debt | 0 | 58,481 |
Payments of tender offer costs and discounts | 0 | (48,155) |
Amortization of debt issuance costs and accretion of bond discounts | 5,757 | 6,164 |
Provision for losses on receivables | 3,399 | 2,953 |
Impairment of Project Horizon | 2,502 | 0 |
(Gain) loss on disposition of assets | 845 | (12) |
Loss from unconsolidated affiliates | 1,302 | 794 |
Changes in operating assets and liabilities: | ||
Increase in receivables | (282) | (5,389) |
Increase in inventories | (972) | (1,713) |
Increase in other assets | (6,317) | (4,660) |
Increase (decrease) in trade payables | (9,803) | 7,671 |
Increase in accrued interest | 20,059 | 7,709 |
Increase in other liabilities | 13,430 | 8,987 |
Net cash flows provided by operating activities | 144,483 | 48,323 |
Cash flows provided by (used in) investing activities: | ||
Purchases of property and equipment, including decreases in construction payables of $3,302 and $4,645, respectively | (12,081) | (28,901) |
Issuance of third-party loans and advances | (2,201) | (1,392) |
Payments received on third-party loans | 117 | 606 |
(Increase) decrease in restricted cash, net | (782) | 14,150 |
Proceeds from asset sales | 1,577 | 105 |
Investments in the New England Black Wolves | (500) | 0 |
Investments in unconsolidated affiliates | 0 | (29) |
Net cash flows used in investing activities | (13,870) | (15,461) |
Cash flows provided by (used in) financing activities: | ||
Repayments to Mohegan Tribe | (875) | (2,750) |
Repayments of other long-term debt | (9,900) | (191,088) |
Principal portion of relinquishment liability payments | (24,400) | (29,129) |
Distributions to Mohegan Tribe | (32,500) | (32,500) |
Payments of financing fees | 0 | (12,631) |
Payments on capital lease obligations | (726) | (1,709) |
Net cash flows used in financing activities | (109,561) | (24,828) |
Net increase in cash and cash equivalents | 21,052 | 8,034 |
Cash and cash equivalents at beginning of period | 49,108 | 63,624 |
Cash and cash equivalents at end of period | 70,160 | 71,658 |
Supplemental disclosure: | ||
Cash paid during the period for interest | 80,600 | 97,197 |
Credit Facility | Bank Credit Facility - Term | ||
Cash flows provided by (used in) financing activities: | ||
Credit facility/line of credit repayments | 0 | (393,000) |
Credit Facility | Prior Term Loan Facility | ||
Cash flows provided by (used in) financing activities: | ||
Credit facility/line of credit repayments | 0 | (222,103) |
Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | ||
Cash flows provided by (used in) financing activities: | ||
Credit facility/line of credit borrowings | 299,000 | 193,000 |
Credit facility/line of credit repayments | (328,000) | (173,000) |
Credit Facility | Senior Secured Credit Facility - Term Loan A | ||
Cash flows provided by (used in) financing activities: | ||
Credit facility/line of credit borrowings | 0 | 124,343 |
Credit facility/line of credit repayments | (5,469) | (1,563) |
Credit Facility | Senior Secured Credit Facility - Term Loan B | ||
Cash flows provided by (used in) financing activities: | ||
Credit facility/line of credit borrowings | 0 | 720,952 |
Credit facility/line of credit repayments | (3,650) | (3,650) |
Credit Facility | Line of Credit | ||
Cash flows provided by (used in) financing activities: | ||
Credit facility/line of credit borrowings | 332,124 | 258,415 |
Credit facility/line of credit repayments | $ (335,165) | $ (258,415) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
(Decrease) increase in construction payables | $ (3,302) | $ (4,645) |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION: The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe” or the “Tribe”) established the Mohegan Tribal Gaming Authority (the “Authority”) in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Tribe is a federally-recognized Indian tribe with an approximately 544 -acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact (the “Mohegan Compact”), which was approved by the United States Secretary of the Interior. The Authority is primarily engaged in the ownership, operation and development of gaming facilities. In October 1996, the Authority opened Mohegan Sun, a gaming and entertainment complex situated on an approximately 185 -acre site on the Tribe's reservation. The Authority is governed by a nine -member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in the Authority's Management Board. As of June 30, 2015 , the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (“MBC”), Mohegan Golf, LLC (“Mohegan Golf”), Mohegan Lacrosse, LLC (“Mohegan Lacrosse”), Mohegan Commercial Ventures-PA, LLC (“MCV-PA”), Mohegan Ventures-Northwest, LLC (“Mohegan Ventures-NW”), Mohegan Ventures Wisconsin, LLC (“MVW”), MTGA Gaming, LLC (“MTGA Gaming”), Downs Lodging, LLC ("Downs Lodging") and Mohegan Gaming Advisors, LLC ("Mohegan Gaming Advisors"). MBC owns and operates the Connecticut Sun, a professional basketball team in the Women's National Basketball Association (the “WNBA”). MBC currently owns a 4.2% membership interest in WNBA, LLC. Mohegan Golf owns and operates the Mohegan Sun Golf Club in Southeastern Connecticut. In October 2014, the Authority formed Mohegan Lacrosse as a wholly-owned unrestricted subsidiary. Mohegan Lacrosse holds a 50% membership interest in New England Black Wolves, LLC (“NEBW”), which was formed with an unrelated third-party to own and operate the New England Black Wolves, a professional indoor lacrosse team in the National Lacrosse League. MCV-PA holds a 0.01% general partnership interest in each of Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. (collectively, along with MCV-PA, the “Pocono Subsidiaries”), while the Authority holds the remaining 99.99% limited partnership interest in each entity. Downs Racing, L.P. (“Downs Racing”) owns and operates Mohegan Sun Pocono, a gaming and entertainment facility situated on an approximately 400 -acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania (collectively, the “Pennsylvania Facilities”). The Authority views Mohegan Sun and the Pennsylvania Facilities as two separate operating segments. Mohegan Ventures-NW and a subsidiary of the Tribe hold 49.15% and 10.85% membership interests in Salishan-Mohegan, LLC (“Salishan-Mohegan”), respectively. Salishan-Mohegan was formed with an unrelated third-party to participate in the development and management of a proposed casino to be owned by the federally-recognized Cowlitz Indian Tribe of Washington (the “Cowlitz Tribe”) and to be located in Clark County, Washington (the “Cowlitz Project”). Salishan-Mohegan holds 100% membership interests in Salishan-Mohegan Two, LLC and Interchange Development Group, LLC, both of which were formed to acquire certain property related to the Cowlitz Project. MVW holds a 100% membership interest in Wisconsin Tribal Gaming, LLC (“WTG”), which was formed to participate in the development of a proposed casino to be owned by the federally-recognized Menominee Indian Tribe of Wisconsin (the “Menominee Tribe”) and to be located in Kenosha, Wisconsin (the “Menominee Project”). MTGA Gaming holds a 100% membership interest in Mohegan Gaming & Hospitality, LLC (“MG&H”), an unrestricted subsidiary of the Authority. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (“Mohegan Resorts”). Mohegan Resorts holds a 100% membership interest in Mohegan Resorts Mass, LLC, which was formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts. Downs Lodging, an unrestricted subsidiary of the Authority, was formed to develop, finance and build Project Sunlight, a hotel and convention center located at Mohegan Sun Pocono. Mohegan Gaming Advisors, an unrestricted subsidiary of the Authority, was formed to pursue gaming opportunities outside the State of Connecticut, including management contracts and consulting agreements for casino and entertainment properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC ("MGA Holding NJ") and MGA Gaming NJ, LLC (collectively, the "Mohegan New Jersey Entities"). The Mohegan New Jersey Entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. In October 2012, MGA Holding NJ acquired a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey. Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC (“MGA Holding MA”) and MGA Gaming MA, LLC (“MGA Gaming MA”). MGA Holding MA holds a 100% membership interest in MGA Palmer Partners, LLC (“MGA Palmer Partners”). MGA Palmer Partners holds a 100% membership interest in Mohegan Sun Massachusetts, LLC (together with MGA Holding MA, MGA Gaming MA and MGA Palmer Partners, the “Mohegan MA Entities”). The Mohegan MA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts. In addition, Mohegan Gaming Advisors holds a 100% membership interest in Inspire Integrated Resort Co., Ltd ("Inspire Integrated Resort"). Inspire Integrated Resort was formed to pursue potential gaming opportunities in South Korea. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Authority's operating results for the interim period, have been included. In addition, certain amounts in the accompanying 2014 supplemental condensed consolidating financial statements have been reclassified to conform to the 2015 presentation. The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun Pocono during the months of May through August. Accordingly, the Authority's operating results for the three months and nine months ended June 30, 2015 are not necessarily indicative of operating results for other interim periods or an entire fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Authority's Annual Report on Form 10-K for the fiscal year ended September 30, 2014 . Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Authority and its majority and wholly-owned subsidiaries and entities. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”) pertaining to consolidation of variable interest entities, the accounts of Salishan-Mohegan are consolidated into the accounts of Mohegan Ventures-NW and the accounts of NEBW are consolidated into the accounts of Mohegan Lacrosse as Mohegan Ventures-NW and Mohegan Lacrosse are deemed to be the primary beneficiaries. In consolidation, all inter-company balances and transactions were eliminated. Long-Term Receivables Long-term receivables consist primarily of receivables from affiliates and others and were primarily included in other assets, net, in the accompanying condensed consolidated balance sheets. The following table presents a reconciliation of long-term receivables, including current portions, and the related reserves for doubtful collection of these long-term receivables (in thousands): Long-Term Receivables Affiliates Others Total Balance, March 31, 2015 (1) $ 91,567 $ 2,590 $ 94,157 Additions: Issuance of affiliate advances and other loans, including interest receivable 3,803 68 3,871 Deductions: Payments received — (40 ) (40 ) Adjustments — (779 ) (779 ) Balance, June 30, 2015 (1) $ 95,370 $ 1,839 $ 97,209 Balance, September 30, 2014 (1) $ 66,596 $ 2,612 $ 69,208 Additions: Issuance of affiliate advances and other loans, including interest receivable 8,823 123 8,946 Cowlitz Project land value transfer (2) 19,951 — 19,951 Deductions: Payments received — (117 ) (117 ) Adjustments — (779 ) (779 ) Balance, June 30, 2015 (1) $ 95,370 $ 1,839 $ 97,209 __________ (1) Includes interest receivable of $41.0 million , $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010. (2) Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7). Reserves for Doubtful Collection of Long-Term Receivables Affiliates Others Total Balance, March 31, 2015 $ 28,557 $ 821 $ 29,378 Additions: Charges to bad debt expense 923 5 928 Deductions: Adjustments — (781 ) (781 ) Balance, June 30, 2015 $ 29,480 $ 45 $ 29,525 Balance, September 30, 2014 $ 26,833 $ 796 $ 27,629 Additions: Charges to bad debt expense 2,647 35 2,682 Deductions: Adjustments — (786 ) (786 ) Balance, June 30, 2015 $ 29,480 $ 45 $ 29,525 Fair Value of Financial Instruments The fair value amounts presented below are reported to satisfy disclosure requirements pursuant to authoritative guidance issued by the FASB pertaining to disclosures about fair values of financial instruments and are not necessarily indicative of amounts that the Authority could realize in a current market transaction. The Authority applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels: • Level 1 - Quoted prices for identical assets or liabilities in active markets; • Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and • Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Authority's estimates or assumptions that market participants would utilize in pricing such assets or liabilities. The Authority's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy. The carrying amount of cash and cash equivalents, receivables, trade payables and promissory notes and certain credit facilities approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands): June 30, 2015 Carrying Value Fair Value Senior Secured Credit Facility - Revolving $ 8,000 $ 7,910 Senior Secured Credit Facility - Term Loan A $ 113,654 $ 113,064 Senior Secured Credit Facility - Term Loan B $ 712,270 $ 714,556 2013 9 3/4% Senior Unsecured Notes $ 500,000 $ 528,750 2012 11% Senior Subordinated Notes $ 272,233 $ 276,222 The estimated fair values of the Authority's financing facilities and notes were based on Level 2 inputs (quoted market prices or prices of similar instruments) on or about June 30, 2015 . Impairment of Project Horizon In September 2008, the Authority suspended certain elements of its Project Horizon expansion due to a slowdown in business volumes and uncertainties in the financial markets. Costs incurred on the suspended elements related to excavation and foundation work for a planned podium and new hotel tower, as well as professional fees for design and architectural work. During its fourth quarter ended September 30, 2010, the Authority re-evaluated its plans with respect to the development of the new hotel element of the project, and based on a modified plan, which encompassed a smaller hotel to be located closer to the existing hotel, determined that certain assets related to the suspended elements did not have any future benefit to the Authority. Accordingly, in fiscal 2010, the Authority recorded a related $58.1 million impairment charge. During its fourth quarter ended September 30, 2014, the Authority further re-evaluated its modified plan, which included a hotel to be developed and owned by an instrumentality of the Tribe, as well as a third-party developed and owned retail center, and, based on new design plans, including the final location of the planned hotel, determined that certain design and earthwork related assets did not have any future benefit to the Authority. Accordingly, in fiscal 2014, the Authority recorded an additional $5.0 million impairment charge. In March 2015, the Mohegan Tribal Finance Authority (“MTFA”), a wholly-owned instrumentality of the Tribe, agreed to develop the planned hotel. The Authority received approximately $1.3 million as payment for the carrying value of the remaining hotel related assets which were transferred to MTFA. Concurrent with this transaction, the Authority re-evaluated the planned third-party developed and owned retail center, including master planning costs, and determined that these elements of the project were no longer feasible at this time. Accordingly, the Authority determined that the related assets did not have any future benefit, and, during its second quarter ended March 31, 2015, the Authority recognized a related $2.5 million impairment charge, which was recorded in the accompanying condensed consolidated statement of income for the nine months ended June 30, 2015. As of March 31, 2015, there were no assets remaining related to the suspended elements of Project Horizon. New Accounting Standards In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be required to be applied on a retrospective basis, using one of two methodologies, and was to be effective for annual reporting periods beginning after December 15, 2016, with early application not being permitted. However, in July 2015, the FASB deferred the effective date by one year. This guidance will now be effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Entities are permitted to adopt the guidance as of the original effective date. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations. In August 2014, the FASB issued an accounting standard update which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The update requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. It also requires management to provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. This guidance will be required for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations. In February 2015, the FASB issued an accounting standards update which amends existing requirements applicable to reporting entities that are required to evaluate whether certain legal entities should be consolidated. This guidance will be required to be applied either on a retrospective or modified retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations. In April 2015, the FASB issued an accounting standard update to clarify the required presentation of debt issuance costs. The update requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. This guidance will be required to be applied on a retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority plans to adopt this guidance for its annual reporting period ending September 30, 2015 and is currently evaluating the impact on its financial position and results of operations. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT: Long-term debt consisted of the following (in thousands, including current maturities): June 30, September 30, Senior Secured Credit Facility - Revolving, due June 2018 $ 8,000 $ 37,000 Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively 113,654 119,789 Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively 712,270 716,188 2013 9 3/4% Senior Unsecured Notes, due September 2021 500,000 500,000 2005 6 7/8% Senior Subordinated Notes, due February 2015 — 9,654 2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively 272,233 271,684 Line of Credit — 3,041 2009 Mohegan Tribe Promissory Note, due September 2015 875 1,750 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017 16,500 16,500 2013 Mohegan Tribe Promissory Note, due December 2018 7,420 7,420 Downs Lodging Credit Facility, due July 2016 45,000 45,000 Other 3,497 2,910 Long-term debt, excluding capital leases 1,679,449 1,730,936 Less: current portion of long-term debt (25,241 ) (31,558 ) Long-term debt, net of current portion $ 1,654,208 $ 1,699,378 Senior Secured Credit Facilities In November 2013, the Authority entered into a loan agreement among the Authority, the Tribe, the Guarantors as defined below, RBS Citizens, N.A. as Administrative and Collateral Agent and the other lenders and financial institutions party thereto, providing for $955.0 million in aggregate principal amount of senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a $100.0 million senior secured revolving credit facility (the “Revolving Facility”), a $125.0 million senior secured term loan A facility (the “Term Loan A Facility”) and a $730.0 million senior secured term loan B facility (the “Term Loan B Facility"). The Senior Secured Credit Facilities mature on June 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the Revolving Facility and the Term Loan A Facility) and November 19, 2019 (in the case of the Term Loan B Facility). The Term Loan A Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 5.0% of the original principal amount for the first year after the closing date, 7.5% of the original principal amount for the second year after the closing date and 10.0% of the original principal amount in each year thereafter, with the balance payable on the maturity date of the Term Loan A Facility. The Term Loan B Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount. Amortization of the Term Loan A Facility and Term Loan B Facility began with the first full fiscal quarter after the closing date. As of June 30, 2015 , amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $8.0 million , $114.1 million and $719.1 million , respectively. As of June 30, 2015 , letters of credit issued under the Revolving Facility totaled $3.0 million , of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Revolving Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $89.0 million of borrowing capacity under its Revolving Facility and Line of Credit as of June 30, 2015 . Borrowings under the Senior Secured Credit Facilities incur interest as follows: (i) for base rate loans under the Revolving Facility and Term Loan A Facility, a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one -month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the Revolving Facility and Term Loan A Facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the Term Loan B Facility, the base rate (subject to a 2.0% floor) plus 350 basis points; and (iv) for Eurodollar rate loans under the Term Loan B Facility, the applicable LIBOR rate (subject to a 1.0% floor) plus 450 basis points. The Authority also is required to pay a leverage-based commitment fee of between 37.5 and 50 basis points for unused commitments under the Revolving Facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans of three months or less is payable at the end of each applicable interest period and for Eurodollar rate loans of more than three months, interest is payable at intervals of three months duration after the beginning of such interest period. As of June 30, 2015 , the $8.0 million outstanding under the Revolving Facility was comprised of a $3.0 million base rate loan based on a base rate of 3.25% plus 325 basis points and $5.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.19% plus 425 basis points. The commitment fee was 0.50% as of June 30, 2015 . As of June 30, 2015 , the $114.1 million outstanding under the Term Loan A Facility was based on a Eurodollar rate of 0.28% plus 425 basis points. As of June 30, 2015 , the $719.1 million outstanding under the Term Loan B Facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of June 30, 2015 and September 30, 2014 , accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $166,000 and $212,000 , respectively. The Authority's obligations under the Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, the “Guarantors”). The Senior Secured Credit Facilities are collateralized by a first priority lien on substantially all of the Authority's property and assets and those of the Guarantors (other than MBC), including the assets that comprise Mohegan Sun Pocono and a leasehold mortgage on the land and improvements that comprise Mohegan Sun (the Authority and the Guarantors, other than MBC, are collectively referred to herein as the “Grantors”). The Grantors also are required to pledge additional assets as collateral for the Senior Secured Credit Facilities as they and future guarantor subsidiaries acquire them. The Senior Secured Credit Facilities contain customary covenants applicable to the Authority and its restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions, mergers or consolidations and capital expenditures. Additionally, the Senior Secured Credit Facilities include financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage. As of June 30, 2015 , the Authority and the Tribe were in compliance with all respective covenant requirements under the Senior Secured Credit Facilities. The Authority continues to monitor revenues and manage expenses and enhance operating efficiencies to ensure continued compliance with its financial covenant requirements under the Senior Secured Credit Facilities. While the Authority anticipates that it will remain in compliance with all covenant requirements under its Senior Secured Credit Facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing additional cost saving and other initiatives to ensure compliance with these financial covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or consents under the Senior Secured Credit Facilities; however, the Authority can provide no assurance that it would be able to obtain such waivers or consents. If the Authority is unable to obtain such waivers or consents, it would be in default under its Senior Secured Credit Facilities, which may result in cross-defaults under its other outstanding indebtedness and allow its lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of the Authority's outstanding indebtedness. If such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary to repay such accelerated indebtedness. Senior Unsecured Notes 2013 9 3 / 4 % Senior Unsecured Notes In August 2013, the Authority issued $500.0 million Senior Unsecured Notes with fixed interest payable at a rate of 9.75% per annum (the “2013 Senior Unsecured Notes”). The 2013 Senior Unsecured Notes mature on September 1, 2021. The Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at any time prior to September 1, 2016 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. On or after September 1, 2016, the Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at specified redemption prices, together with accrued interest to the date of redemption. If the Authority experiences specific kinds of change of control triggering events, the Authority must offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. In addition, if the Authority undertakes certain types of asset sales and does not use the related sale proceeds for specified purposes, the Authority may be required to offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2013 Senior Unsecured Notes is payable semi-annually on March 1 st and September 1 st . On March 11, 2014, the Authority completed an offer to exchange the 2013 Senior Unsecured Notes for a new issue of substantially identical debt securities registered under the Securities Act of 1933, with all outstanding notes being exchanged. As of June 30, 2015 and September 30, 2014 , accrued interest on the 2013 Senior Unsecured Notes was $16.3 million and $4.1 million , respectively. The 2013 Senior Unsecured Notes are uncollateralized general obligations of the Authority and are effectively subordinated to all of the Authority’s and the Guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness. The 2013 Senior Unsecured Notes also are effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the 2013 Senior Unsecured Notes. The 2013 Senior Unsecured Notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables. The 2013 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The 2013 Senior Unsecured Notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s and Guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2013 Senior Unsecured Notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness, the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults. Senior Subordinated Notes 2005 6 7 / 8 % Senior Subordinated Notes In February 2005, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of 6.875% per annum (the “2005 Senior Subordinated Notes”). In March 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2005 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2005 Senior Subordinated Notes, which eliminated certain covenants under the notes and related indenture. The aggregate principal amount of 2005 Senior Subordinated Notes tendered and exchanged was $140.3 million . Subsequent to the Authority's March 2012 private exchange offer, $9.7 million of the 2005 Senior Subordinated Notes remained outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2015 with cash on hand and drawings under the Revolving Facility. As of September 30, 2014 , accrued interest on the 2005 Senior Subordinated Notes was $83,000 . 2012 11% Senior Subordinated Notes In March 2012, the Authority issued $344.2 million Senior Subordinated Toggle Notes with fixed interest payable at a rate of 11% per annum (the “2012 Senior Subordinated Notes”) in exchange for $203.8 million of the Authority's then outstanding 2004 7 1/8% Senior Subordinated Notes and $140.3 million of 2005 Senior Subordinated Notes. The 2012 Senior Subordinated Notes mature on September 15, 2018. The Authority may redeem the 2012 Senior Subordinated Notes, in whole or in part, at any time, at a price equal to 100% of the principal amount plus accrued interest. If a change of control of the Authority occurs, the Authority must offer to repurchase the 2012 Senior Subordinated Notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if the Authority undertakes certain types of asset sales or suffers events of loss, and the Authority does not use the related sale or insurance proceeds for specified purposes, the Authority may be required to offer to repurchase the 2012 Senior Subordinated Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Senior Subordinated Notes is payable semi-annually on March 15 th and September 15 th . The initial interest payment on the 2012 Senior Subordinated Notes was payable entirely in cash. For any subsequent interest payment period through March 15, 2018, the Authority may, at its option, elect to pay interest on the 2012 Senior Subordinated Notes either entirely in cash or by paying up to 2% in 2012 Senior Subordinated Notes (“PIK Interest”). If the Authority elects to pay PIK Interest, such election will increase the principal amount of the 2012 Senior Subordinated Notes in an amount equal to the amount of PIK Interest for the applicable interest payment period to holders of 2012 Senior Subordinated Notes on the relevant record date. In August 2013, the Authority repurchased an aggregate principal amount of $69.0 million 2012 Senior Subordinated Notes. An aggregate principal amount of $275.2 million 2012 Senior Subordinated Notes remains outstanding as of June 30, 2015 . As of June 30, 2015 and September 30, 2014 , accrued interest on the 2012 Senior Subordinated Notes was $8.9 million and $1.3 million , respectively. The 2012 Senior Subordinated Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Authority's senior subordinated notes are uncollateralized general obligations of the Authority and are subordinated to borrowings under the Senior Secured Credit Facilities and 2013 Senior Unsecured Notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which the Authority and the Tribe must comply. The non-financial covenant requirements include, among other things, reporting obligations, compliance with laws and regulations, maintenance of licenses and insurances and continued existence of the Authority. The financial covenant requirements include, among other things, subject to certain exceptions, limitations on the Authority's and the Guarantors' ability to incur additional indebtedness, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company, transfer or sell assets or impair assets constituting collateral. As of June 30, 2015 , the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures. The Authority or its affiliates may, from time to time, seek to purchase or otherwise retire outstanding indebtedness for cash in open market purchases, privately negotiated transactions or otherwise. Any such transaction will depend on prevailing market conditions and the Authority's liquidity and covenant requirement restrictions, among other factors. Line of Credit In November 2013, the Authority entered into a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit is coterminous with the Senior Secured Credit Facilities. Pursuant to provisions of the Senior Secured Credit Facilities, under certain circumstances, the Line of Credit may be converted into loans under the Senior Secured Credit Facilities. Under the Line of Credit, each advance accrues interest on the basis of a one-month LIBOR Rate plus an applicable margin based on the Authority's total leverage ratio, as each term is defined under the Line of Credit. As of June 30, 2015 , no amount was drawn on the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Senior Secured Credit Facilities. As of June 30, 2015 , the Authority was in compliance with all covenant requirements under the Line of Credit. As of June 30, 2015 and September 30, 2014 , accrued interest on the Line of Credit was $18,000 and $23,000 , respectively. 2009 Mohegan Tribe Promissory Note In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”). The 2009 Mohegan Tribe Promissory Note was amended in June 2014 to extend the maturity date to September 30, 2015. The 2009 Mohegan Tribe Promissory Note accrues interest at an annual rate of 10.0% . As amended, accrued interest is payable as follows: (i) $1.2 million per quarter, commencing December 31, 2013 through March 31, 2014 and (ii) $1.3 million on June 30, 2015, with the balance of accrued and unpaid interest due at maturity. As amended, principal outstanding under the 2009 Mohegan Tribe Promissory Note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 through September 30, 2013, (ii) $875,000 per quarter, commencing December 31, 2013 through March 31, 2014, (iii) $875,000 on June 30, 2015 and (iv) $875,000 at maturity. As of June 30, 2015 and September 30, 2014 , accrued interest on the 2009 Mohegan Tribe Promissory Note was $1.3 million and $2.5 million , respectively. 2012 Mohegan Tribe Minor's Trust Promissory Note In March 2012, Comerica Bank & Trust, N.A., Trustee f/b/o The Mohegan Tribe of Indians of Connecticut Minor's Trust, made a $20.0 million loan to Salishan-Mohegan (the “2012 Mohegan Tribe Minor's Trust Promissory Note”). The 2012 Mohegan Tribe Minor's Trust Promissory Note was amended in June 2014 to extend the maturity date to March 31, 2017. The 2012 Mohegan Tribe Minor's Trust Promissory Note accrues interest at an annual rate of 10.0% . As amended, accrued interest is payable as follows: (i) quarterly, commencing June 30, 2012 through March 31, 2014, (ii) on July 1, 2014 on the unpaid balance for the period April 1, 2014 through June 30, 2014, (iii) $800,000 per quarter, commencing September 30, 2015 through March 31, 2016 and (iv) quarterly, thereafter on the unpaid balance. As amended, principal outstanding under the 2012 Mohegan Tribe Minor's Trust Promissory Note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 through March 31, 2014, (ii) $500,000 on July 1, 2014 and September 30, 2015, (iii) $1.5 million per quarter, commencing December 31, 2015 through September 30, 2016 and (iv) $10.0 million at maturity. As of June 30, 2015 and September 30, 2014 , accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $1.7 million and $416,000 , respectively. 2013 Mohegan Tribe Promissory Note In March 2013, MG&H purchased and acquired all of the Tribe's membership interest in MG&H in exchange for a promissory note in the principal amount of $7.4 million (the “2013 Mohegan Tribe Promissory Note”). The 2013 Mohegan Tribe Promissory Note matures on December 31, 2018. The 2013 Mohegan Tribe Promissory Note accrues interest at an annual rate of 4.0% payable quarterly. As of June 30, 2015 and September 30, 2014 , accrued interest on the 2013 Mohegan Tribe Promissory Note was $1,000 . Downs Lodging Credit Facility In July 2012, Downs Lodging, a single purpose entity and wholly-owned unrestricted subsidiary of the Authority, entered into a credit agreement providing for a $45.0 million term loan from a third-party lender (the “Downs Lodging Credit Facility”). The proceeds from the Downs Lodging Credit Facility were used by Downs Lodging to fund Project Sunlight, a hotel and convention center expansion project at Mohegan Sun Pocono. The Downs Lodging Credit Facility matures on July 12, 2016 and accrues interest at an annual rate of 13.0% . Under the terms of the Downs Lodging Credit Facility, accrued interest of 10.0% is payable monthly in cash during the term of the loan, with the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. The Downs Lodging Credit Facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The Downs Lodging Credit Facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. As of June 30, 2015 , Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of June 30, 2015 , accrued interest on the Downs Lodging Credit Facility was $375,000 . As of September 30, 2014 , there was no accrued interest on the Downs Lodging Credit Facility. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS: Distributions to the Tribe totaled $12.5 million and $32.5 million for each of the three months and nine months ended June 30, 2015 and 2014, respectively. The Tribe provides certain governmental and administrative services in connection with the operation of Mohegan Sun. The Authority incurred expenses for such services totaling $7.2 million and $6.2 million for the three months ended June 30, 2015 and 2014, respectively, and $21.4 million and $20.5 million for the nine months ended June 30, 2015 and 2014, respectively. The Authority purchases most of its utilities, including electricity, gas, water and waste water services, from an instrumentality of the Tribe, the Mohegan Tribal Utility Authority. The Authority incurred costs for such utilities totaling $3.9 million and $4.4 million for the three months ended June 30, 2015 and 2014, respectively, and $13.3 million and $15.2 million for the nine months ended June 30, 2015 and 2014, respectively. The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $529,000 and $541,000 for the three months ended June 30, 2015 and 2014, respectively, and $1.6 million and $1.7 million for the nine months ended June 30, 2015 and 2014, respectively. The Authority leases the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. In February 2015, the Authority entered into a fourth amendment to the land lease pursuant to which it released from the land lease an approximately 1.2 -acre site to be used by the Tribe to finance, develop and own, through MTFA, an approximately 400 -room hotel and related improvements. In connection with this transaction, effective March 5, 2015, the Authority entered into a sublease agreement with MTFA to sublease the site and the completed hotel and related improvements for the purpose of operating the hotel on a triple net basis for a term of 28 years and 4 months, commencing upon the completion of the project. Rental payments under the sublease agreement also will commence upon the completion of the project. Completion and opening of the project is anticipated to occur in the fall of 2016. The Authority classified the sublease as an operating lease for financial reporting purposes in accordance with authoritative guidance issued by the FASB pertaining to the accounting for leases. Minimum future rental expense that the Authority expects to incur under the sublease agreement is as follows (in thousands): Fiscal Years Ending September 30, 2015 2016 2017 2018 2019 Thereafter Total Minimum future rental expense $ — $ — $ 6,327 $ 6,908 $ 7,011 $ 224,682 $ 244,928 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES: Slot Win and Free Promotional Slot Play Contributions In May 1994, the Tribe and the State of Connecticut entered into a Memorandum of Understanding (“MOU”), which sets forth certain matters regarding implementation of the Mohegan Compact. The MOU stipulates that a portion of revenues from slot machines must be paid to the State of Connecticut (“Slot Win Contribution”). Slot Win Contribution payments are not required if the State of Connecticut legalizes any other gaming operation with slot machines, video facsimiles of games of chance or other commercial casino games within the State of Connecticut, except those consented to by the Tribe and the Mashantucket Pequot Tribe (the “MPT”). For each 12 -month period commencing July 1, 1995, Slot Win Contribution payments shall be the lesser of: (1) 30% of gross revenues from slot machines or (2) the greater of (a) 25% of gross revenues from slot machines or (b) $80.0 million . In September 2009, the Authority entered into a settlement agreement with the State of Connecticut regarding contribution payments on the Authority's free promotional slot play program. Under the terms of the settlement agreement, effective July 1, 2009, the State of Connecticut agreed that no value shall be attributed to free promotional slot plays utilized by patrons at Mohegan Sun for purposes of calculating monthly contribution payments, provided that the aggregate amount of free promotional slot plays during any month does not exceed a certain threshold of gross revenues from slot machines for such month. In the event free promotional slot plays granted by the Authority exceed such threshold, contribution payments are required on such excess face amount of free promotional slot plays at the same rate as Slot Win Contribution payments, or 25% . The threshold before contribution payments on free promotional slot plays are required is currently 11% of gross revenues from slot machines. The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $37.0 million and $36.6 million for the three months ended June 30, 2015 and 2014, respectively, and $107.8 million and $107.6 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014 , the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $11.7 million and $11.6 million , respectively. Pennsylvania Slot Machine Tax Downs Racing holds a Category One slot machine license issued by the Pennsylvania Gaming Control Board (the “PGCB”) for the operation of slot machines at Mohegan Sun Pocono. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun Pocono, expandable to up to a total of 5,000 slot machines upon request and approval of the PGCB. The Pennsylvania Race Horse Development and Gaming Act stipulates that holders of Category One slot machine licenses must pay a portion of revenues from slot machines to the PGCB on a daily basis (“Pennsylvania Slot Machine Tax”), which includes local share assessments to be paid to the cities and municipalities hosting Mohegan Sun Pocono and amounts to be paid to the Pennsylvania Harness Horsemen's Association, Inc. (the “PHHA”). The Pennsylvania Slot Machine Tax is currently 55% of gross revenues from slot machines, 2% of which is subject to a $10.0 million minimum annual threshold to ensure that the host cities and municipalities receive an annual minimum of $10.0 million in local share assessments. Downs Racing maintains a $1.5 million escrow deposit in the name of the Commonwealth of Pennsylvania for Pennsylvania Slot Machine Tax payments, which was included in other assets, net in the accompanying condensed consolidated balance sheets. The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $31.1 million and $31.4 million for the three months ended June 30, 2015 and 2014, respectively, and $88.7 million and $91.8 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014 , outstanding Pennsylvania Slot Machine Tax payments totaled $3.3 million and $4.6 million , respectively. Pennsylvania Table Game Tax In January 2010, the Commonwealth of Pennsylvania amended the Pennsylvania Race Horse Development and Gaming Act to allow slot machine operators in the Commonwealth of Pennsylvania to obtain a table game operation certificate and operate certain table games, including poker. Under the amended law, holders of table game operation certificates must pay a portion of revenues from table games to the PGCB on a weekly basis (“Pennsylvania Table Game Tax”). The Pennsylvania Table Game Tax is currently 12% , plus the 2% local share assessments. The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.8 million and $1.6 million for the three months ended June 30, 2015 and 2014, respectively, and $5.2 million and $4.6 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014 , outstanding Pennsylvania Table Game Tax payments totaled $168,000 and $156,000 , respectively. Pennsylvania Regulatory Fee Slot machine licensees in the Commonwealth of Pennsylvania are required to reimburse state gaming regulatory agencies for various administrative and operating expenses (“Pennsylvania Regulatory Fee”) at a rate of 1.5% of gross revenues from slot machines and table games. The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.2 million for each of the three months ended June 30, 2015 and 2014 and $3.4 million and $3.5 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014 , outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $147,000 . Pennsylvania Gaming Control Board Loans The PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in the Commonwealth of Pennsylvania, which are to be repaid by slot machine licensees (the "Initial Loans"). The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which also are to be repaid by slot machine licensees (the "Subsequent Loans"). Repayment of the Initial Loans will commence when all 14 authorized gaming facilities are opened in the Commonwealth of Pennsylvania. Currently, 12 of the 14 authorized gaming facilities have commenced operations. As of June 30, 2015 , the Authority has concluded that a repayment contingency for the Initial Loans is probable but not reasonably estimable since the PGCB has not yet established a method of assessment of repayment for the Initial Loans and, as such, the Authority has not recorded a related accrual for such repayment. In June 2011, the PGCB adopted a method of assessment of repayment for the Subsequent Loans pursuant to which repayment commenced on January 1, 2012 and will continue over a 10 -year period in accordance with a formula based on a combination of a single fiscal year and cumulative gross revenues from slot machines for each operating slot machine licensee. The Authority reflected expenses associated with this repayment schedule totaling $155,000 and $159,000 for the three months ended June 30, 2015 and 2014, respectively, and $468,000 and $479,000 for the nine months ended June 30, 2015 and 2014, respectively. Horsemen’s Agreement Downs Racing and the PHHA are parties to an agreement that governs all live harness racing and simulcasting and account wagering at the Pennsylvania Facilities through December 31, 2015. As of June 30, 2015 and September 30, 2014 , outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $8.3 million and $8.1 million , respectively. Priority Distribution Agreement In August 2001, the Authority and the Tribe entered into an agreement (the “Priority Distribution Agreement”), which stipulates that the Authority must make monthly payments to the Tribe to the extent of the Authority's Net Cash Flow as defined under the Priority Distribution Agreement. The Priority Distribution Agreement was amended as of December 31, 2014. As amended, the Priority Distribution Agreement, which has a perpetual term, limits the minimum aggregate priority distribution payments in each calendar year to $40.0 million . Payments under the Priority Distribution Agreement: (1) do not reduce the Authority's obligations to reimburse the Tribe for governmental and administrative services provided by the Tribe or to make payments under any other agreements with the Tribe, (2) are limited obligations of the Authority and are payable only to the extent of the Authority's Net Cash Flow as defined under the Priority Distribution Agreement and (3) are not secured by a lien or encumbrance on any of the Authority's assets or properties. The Authority reflected payments associated with the Priority Distribution Agreement totaling $10.0 million and $4.9 million for the three months ended June 30, 2015 and 2014, respectively, and $21.5 million and $14.6 million for the nine months ended June 30, 2015 and 2014, respectively. Litigation The Authority is a defendant in various litigation matters resulting from its normal course of business. In management's opinion, the aggregate liability, if any, arising from such litigations will not have a material impact on the Authority's financial position, results of operations or cash flows. |
RELINQUISHMENT AGREEMENT
RELINQUISHMENT AGREEMENT | 9 Months Ended |
Jun. 30, 2015 | |
RELINQUISHMENT AGREEMENT [Abstract] | |
RELINQUISHMENT AGREEMENT | RELINQUISHMENT AGREEMENT: In February 1998, the Authority and Trading Cove Associates (“TCA”) entered into a relinquishment agreement (the “Relinquishment Agreement”). Effective January 1, 2000, the Relinquishment Agreement superseded a then-existing management agreement with TCA requiring, among other things, that the Authority make certain payments to TCA out of, and determined as a percentage of, Revenues, as defined under the Relinquishment Agreement, generated by Mohegan Sun over a 15 -year period. The Authority, in accordance with authoritative guidance issued by the FASB pertaining to the accounting for contingencies, recorded a $549.1 million relinquishment liability at September 30, 1998 based on the estimated present value of its obligations under the Relinquishment Agreement. The Relinquishment Agreement expired on December 31, 2014. As of June 30, 2015 , no amount was outstanding under the Relinquishment Agreement. As of September 30, 2014 , the carrying amount of the relinquishment liability was $25.2 million . The decrease in the relinquishment liability during the nine months ended June 30, 2015 was due to $25.2 million in relinquishment payments and a $243,000 relinquishment liability reassessment credit. This reduction in the relinquishment liability was offset by $227,000 representing the accretion of discount to the relinquishment liability. Relinquishment payments consisted of the following (in millions): For the Nine Months Ended June 30, 2015 June 30, 2014 Principal $ 24.4 $ 29.1 Accretion of discount 0.8 2.1 Total $ 25.2 $ 31.2 The accretion of discount to the relinquishment liability reflects the accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money. As of June 30, 2015 , no relinquishment payment was earned but unpaid. As of September 30, 2014 , relinquishment payments earned but unpaid were $13.2 million . |
COWLITZ PROJECT
COWLITZ PROJECT | 9 Months Ended |
Jun. 30, 2015 | |
Cowlitz Project | |
Schedule of Long-term Development Projects [Line Items] | |
COWLITZ PROJECT | COWLITZ PROJECT: In September 2004, Salishan-Mohegan entered into development and management agreements with the Cowlitz Tribe in connection with the Cowlitz Project, which agreements have been amended from time to time. Under the terms of the development agreement, Salishan-Mohegan will assist in securing financing, as well as administer and oversee the planning, designing, development, construction and furnishing of the proposed casino. The development agreement provides for development fees of 3% of total project costs, as defined under the development agreement. Under the terms of Salishan-Mohegan's operating agreement, development fees will be distributed to Mohegan Ventures-NW. In 2006, pursuant to the development agreement, Salishan-Mohegan purchased an approximately 152 -acre site for the proposed casino. Under the terms of the management agreement, Salishan-Mohegan will manage, operate and maintain the proposed casino for a period of seven years following its opening. The management agreement provides for management fees of 24% of net revenues, as defined under the management agreement, which approximates net income earned from the Cowlitz Project. Under the terms of Salishan-Mohegan’s operating agreement, management fees will be allocated to the members of Salishan-Mohegan based on their respective membership interests. The management agreement is subject to approval by the National Indian Gaming Commission. In August 2014, the Cowlitz Tribe’s Class III Tribal-State gaming compact with the State of Washington became effective with notice of federal approval published in the Federal Register. According to the notice, the compact allows for two gaming facilities, allocates 975 gaming machines for leasing, authorizes the operation of up to 3,000 gaming machines and 125 table games, and is in effect until terminated by written agreement of both parties. Under the terms of the development agreement, certain receivables contributed to Salishan-Mohegan and amounts advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe are reimbursable to Salishan-Mohegan by the Cowlitz Tribe, subject to appropriate approvals defined under the development agreement. Reimbursements are contingent and are to be distributed upon: (1) the related property being taken into trust by the United States Department of the Interior and (2) the receipt of necessary financing for the development of the proposed casino. The Authority currently accrues interest on the Salishan-Mohegan receivables at an annual rate of 10.0% . In March 2013, two lawsuits challenging a December 2010 decision of the Assistant Secretary - Indian Affairs of the Department of the Interior to take the Cowlitz Project site into trust were dismissed on procedural grounds. In April 2013, pursuant to judicial directive, the Department of the Interior issued a new Record of Decision to take the Cowlitz Project site into trust, determining for a second time that the site will serve as the initial reservation of the Cowlitz Tribe and that the tribe may conduct gaming on such lands under the Indian Gaming Regulatory Act. In June 2013, the plaintiffs in the earlier litigation filed two new lawsuits challenging the new Record of Decision, and, in July 2013, those lawsuits were consolidated. By Notice of Trust Acquisition filed with the court on October 22, 2014, while motions for summary judgment filed by the plaintiffs and the defendants were pending, the defendants provided the court notice of the United States Department of the Interior’s planned trust acquisition of the Cowlitz Project site, which was the subject of the litigation, on the earlier of: (1) January 21, 2015 and (2) 30 days after a court order granting summary judgment in favor of the defendants. On December 12, 2014, a U.S. District Court for the District of Columbia judge entered an order granting summary judgment in favor of the defendants, thereby upholding the Record of Decision and denying the plaintiffs’ motion. In December 2014 and February 2015, the plaintiffs filed separate appeals to the Court of Appeals for the District of Columbia Circuit. In February 2015, those appeals were consolidated by the Court of Appeals. In March 2015, the Cowlitz Project site was taken into trust by the United States Department of the Interior for the benefit of the Cowlitz Tribe. In connection with this event, the Cowlitz Tribe leased a substantial portion of the Cowlitz Project site back to Salishan-Mohegan for a nominal rental fee. The initial term of the lease is 25 years with an option to extend the term for two additional 25 -year periods. Under the lease, upon financing of the Cowlitz Project, Salishan-Mohegan shall assign the lease to the Cowlitz Tribe. If the Cowlitz Project does not proceed due to a final court determination that the site is not eligible for gaming, upon payment of certain consideration, the Cowlitz Tribe may purchase the leasehold interest in the premises and terminate the lease. The carrying value of the land totaling approximately $20.0 million , which was included in property and equipment, net, in the accompanying condensed consolidated balance sheet as of September 30, 2014, was transferred to the Cowlitz Tribe at the time the site was taken into trust. This transfer resulted in an additional long-term receivable due from the Cowlitz Tribe as permitted under the development agreement, and was included in other assets, net, in the accompanying condensed consolidated balance sheet as of June 30, 2015. Development of the Cowlitz Project remains subject to certain remaining governmental and regulatory approvals and agreements. The Authority can provide no assurance that the remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied or that necessary financing for the development of the proposed casino will be obtained. Furthermore, the Authority can provide no assurance as to the outcome of the pending federal court appeal or any future litigation relating to the Cowlitz Project. Please refer to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and its other reports and filings with the SEC for further information and details regarding the Cowlitz Project. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING: As of June 30, 2015 , the Authority owns and operates, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise and the Mohegan Sun Golf Club, and has partnered with an unrelated third-party to own and operate the New England Black Wolves franchise (collectively, the “Connecticut Facilities”), and the Pennsylvania Facilities. Substantially all of the Authority's revenues are derived from these operations. The Connecticut Sun franchise, the Mohegan Sun Golf Club and the New England Black Wolves franchise are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. The Authority's executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut Facilities and the Pennsylvania Facilities on a separate basis. Accordingly, the Authority has two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut Facilities and (2) Mohegan Sun Pocono, which includes the operations of the Pennsylvania Facilities. The Authority's operations related to investments in unconsolidated affiliates and certain other Corporate and management operations have not been identified as separate reportable segments; therefore, these operations are included in Corporate and other in the following segment disclosures to reconcile to consolidated results. For the Three Months Ended For the Nine Months Ended (in thousands) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Net revenues: Mohegan Sun $ 246,840 $ 248,866 $ 732,903 $ 734,277 Mohegan Sun Pocono 77,932 77,194 218,456 220,863 Corporate and other 1,540 1,549 4,654 3,780 Inter-segment revenues (1,273 ) (1,273 ) (3,819 ) (3,078 ) Total $ 325,039 $ 326,336 $ 952,194 $ 955,842 Income (loss) from operations: Mohegan Sun $ 54,557 $ 47,088 $ 148,573 $ 127,459 Mohegan Sun Pocono 12,842 9,936 31,423 26,555 Corporate and other (5,900 ) (8,042 ) (19,717 ) (26,676 ) Total 61,499 48,982 160,279 127,338 Accretion of discount to the relinquishment liability — (552 ) (227 ) (1,654 ) Interest income 1,906 1,701 5,554 4,947 Interest expense, net of capitalized interest (35,660 ) (36,426 ) (107,692 ) (111,692 ) Loss on early extinguishment of debt — (2 ) — (62,277 ) Other income (expense), net (50 ) 59 (1,260 ) (819 ) Net income (loss) 27,695 13,762 56,654 (44,157 ) Loss attributable to non-controlling interests 439 130 1,278 421 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 28,134 $ 13,892 $ 57,932 $ (43,736 ) For the Nine Months Ended (in thousands) June 30, 2015 June 30, 2014 Capital expenditures incurred: Mohegan Sun $ 6,899 $ 15,204 Mohegan Sun Pocono 2,087 2,808 Corporate and other 52 8,972 Total $ 9,038 $ 26,984 (in thousands) June 30, 2015 September 30, 2014 Total assets: Mohegan Sun $ 1,336,702 $ 1,368,352 Mohegan Sun Pocono 554,329 551,655 Corporate and other 140,315 135,953 Total $ 2,031,346 $ 2,055,960 |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION | 9 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION: As of June 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 8 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 June 30, 2015 and September 30, 2014 and for the three months and nine months ended June 30, 2015 and 2014 is as follows (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS June 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 $ 48,949 $ 20,123 $ 1,088 $ — $ 70,160 Restricted cash 63 4,316 407 — 4,786 Receivables, net 25,337 4,347 2,025 (1,436 ) 30,273 Inventories 14,147 1,369 — — 15,516 Other current assets 16,580 1,339 58 — 17,977 Total current assets 105,076 31,494 3,578 (1,436 ) 138,712 Non-current assets: Property and equipment, net 1,096,661 214,402 38,934 — 1,349,997 Goodwill — 39,459 — — 39,459 Other intangible assets, net 120,309 284,492 2,055 — 406,856 Other assets, net 24,869 4,040 73,387 (5,974 ) 96,322 Inter-company receivables 247,979 85,486 44 (333,509 ) — Investment in subsidiaries 316,094 — — (316,094 ) — Total assets $ 1,910,988 $ 659,373 $ 117,998 $ (657,013 ) $ 2,031,346 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 18,757 $ — $ 609 $ — $ 19,366 Due to Mohegan Tribe — — 5,875 — 5,875 Current portion of capital leases 816 47 — (47 ) 816 Trade payables 12,311 1,787 48 — 14,146 Construction payables 2,170 260 100 — 2,530 Accrued interest payable 25,347 — 3,371 — 28,718 Other current liabilities 107,025 37,875 3,224 (1,389 ) 146,735 Total current liabilities 166,426 39,969 13,227 (1,436 ) 218,186 Non-current liabilities: Long-term debt, net of current portion 1,589,963 — 45,325 — 1,635,288 Due to Mohegan Tribe, net of current portion — — 18,920 — 18,920 Capital leases, net of current portion 1,730 5,781 — (5,781 ) 1,730 Other long-term liabilities 2,063 — 5,103 — 7,166 Inter-company payables — 241,094 92,415 (333,509 ) — Accumulated losses in excess of investment in subsidiaries — 38,440 — (38,440 ) — Total liabilities 1,760,182 325,284 174,990 (379,166 ) 1,881,290 Capital: Retained earnings 150,806 334,089 (57,390 ) (277,015 ) 150,490 Mohegan Tribal Gaming Authority capital 150,806 334,089 (57,390 ) (277,015 ) 150,490 Non-controlling interests — — 398 (832 ) (434 ) Total capital 150,806 334,089 (56,992 ) (277,847 ) 150,056 Total liabilities and capital $ 1,910,988 $ 659,373 $ 117,998 $ (657,013 ) $ 2,031,346 ___________ (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 28,625 3,970 49,077 (6,312 ) 75,360 Inter-company receivables 228,122 65,981 — (294,103 ) — Investment in subsidiaries 325,651 — — (325,651 ) — Total assets $ 1,935,577 $ 636,968 $ 110,302 $ (626,887 ) $ 2,055,960 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 28,893 $ — $ 415 $ — $ 29,308 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 174,593 35,537 13,988 (821 ) 223,297 Non-current liabilities: Long-term debt, net of current portion 1,630,958 — 45,000 — 1,675,958 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 1,810,203 298,597 155,048 (332,715 ) 1,931,133 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 $ 1,935,577 $ 636,968 $ 110,302 $ (626,887 ) $ 2,055,960 ___________ (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 Three Months Ended June 30, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 213,199 $ 71,514 $ — $ — $ 284,713 Food and beverage 15,378 7,615 28 — 23,021 Hotel 11,222 1,478 — — 12,700 Retail, entertainment and other 24,556 4,716 1,826 (1,273 ) 29,825 Gross revenues 264,355 85,323 1,854 (1,273 ) 350,259 Less-Promotional allowances (19,386 ) (5,095 ) (6 ) (733 ) (25,220 ) Net revenues 244,969 80,228 1,848 (2,006 ) 325,039 Operating costs and expenses: Gaming 113,712 50,517 — — 164,229 Food and beverage 7,981 2,342 — — 10,323 Hotel 3,517 1,484 — (1,213 ) 3,788 Retail, entertainment and other 10,475 2,027 678 (733 ) 12,447 Advertising, general and administrative 37,970 8,809 3,653 (3,910 ) 46,522 Corporate 3,269 — — 3,850 7,119 Depreciation and amortization 15,496 3,306 284 — 19,086 Loss on disposition of assets 26 — — — 26 Total operating costs and expenses 192,446 68,485 4,615 (2,006 ) 263,540 Income (loss) from operations 52,523 11,743 (2,767 ) — 61,499 Other income (expense): Interest income 10 1,663 1,961 (1,728 ) 1,906 Interest expense, net of capitalized interest (23,563 ) (9,956 ) (3,869 ) 1,728 (35,660 ) Loss on interests in subsidiaries (832 ) (1,819 ) — 2,651 — Other expense, net (4 ) — (46 ) — (50 ) Total other expense (24,389 ) (10,112 ) (1,954 ) 2,651 (33,804 ) Net income (loss) 28,134 1,631 (4,721 ) 2,651 27,695 Loss attributable to non-controlling interests — — 217 222 439 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 28,134 $ 1,631 $ (4,504 ) $ 2,873 $ 28,134 ___________ (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 June 30, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 213,600 $ 71,201 $ — $ — $ 284,801 Food and beverage 15,512 7,761 — — 23,273 Hotel 10,855 1,305 — — 12,160 Retail, entertainment and other 24,888 6,359 1,568 (1,273 ) 31,542 Gross revenues 264,855 86,626 1,568 (1,273 ) 351,776 Less-Promotional allowances (18,959 ) (5,500 ) (6 ) (975 ) (25,440 ) Net revenues 245,896 81,126 1,562 (2,248 ) 326,336 Operating costs and expenses: Gaming 120,236 51,297 — — 171,533 Food and beverage 7,921 2,438 — — 10,359 Hotel 3,809 1,354 — (1,213 ) 3,950 Retail, entertainment and other 11,961 2,309 — (952 ) 13,318 Advertising, general and administrative 39,261 9,709 5,703 (5,744 ) 48,929 Corporate 3,598 — — 5,661 9,259 Depreciation and amortization 16,397 3,420 253 20,070 (Gain) loss on disposition of assets (66 ) 2 — (64 ) Total operating costs and expenses 203,117 70,529 5,956 (2,248 ) 277,354 Income (loss) from operations 42,779 10,597 (4,394 ) — 48,982 Other income (expense): Accretion of discount to the relinquishment liability (552 ) — — — (552 ) Interest income 20 1,300 1,763 (1,382 ) 1,701 Interest expense, net of capitalized interest (23,953 ) (10,392 ) (3,463 ) 1,382 (36,426 ) Loss on early extinguishment of debt (2 ) — — — (2 ) Loss on interests in subsidiaries (4,426 ) (5,022 ) — 9,448 — Other income, net 26 — 33 — 59 Total other expense (28,887 ) (14,114 ) (1,667 ) 9,448 (35,220 ) Net income (loss) 13,892 (3,517 ) (6,061 ) 9,448 13,762 Loss attributable to non-controlling interests — — — 130 130 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 13,892 $ (3,517 ) $ (6,061 ) $ 9,578 $ 13,892 ___________ (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 Nine Months Ended June 30, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 635,777 $ 201,686 $ — $ — $ 837,463 Food and beverage 45,708 20,983 120 — 66,811 Hotel 33,141 4,058 — — 37,199 Retail, entertainment and other 71,169 9,167 5,714 (3,819 ) 82,231 Gross revenues 785,795 235,894 5,834 (3,819 ) 1,023,704 Less-Promotional allowances (55,536 ) (14,892 ) (9 ) (1,073 ) (71,510 ) Net revenues 730,259 221,002 5,825 (4,892 ) 952,194 Operating costs and expenses: Gaming 341,772 144,222 — — 485,994 Food and beverage 25,191 6,172 — — 31,363 Hotel 10,248 4,158 — (3,639 ) 10,767 Retail, entertainment and other 29,322 3,653 2,366 (1,073 ) 34,268 Advertising, general and administrative 116,711 24,698 10,646 (11,109 ) 140,946 Corporate 12,471 — — 10,929 23,400 Depreciation and amortization 47,739 10,113 851 — 58,703 Loss on disposition of assets 843 2 — — 845 Severance 3,244 126 — — 3,370 Impairment of Project Horizon 2,502 — — — 2,502 Relinquishment liability reassessment (243 ) — — — (243 ) Total operating costs and expenses 589,800 193,144 13,863 (4,892 ) 791,915 Income (loss) from operations 140,459 27,858 (8,038 ) — 160,279 Other income (expense): Accretion of discount to the relinquishment liability (227 ) — — — (227 ) Interest income 32 4,636 5,813 (4,927 ) 5,554 Interest expense, net of capitalized interest (71,260 ) (30,055 ) (11,304 ) 4,927 (107,692 ) Loss on interests in subsidiaries (11,079 ) (6,760 ) — 17,839 — Other income (expense), net 7 — (1,267 ) — (1,260 ) Total other expense (82,527 ) (32,179 ) (6,758 ) 17,839 (103,625 ) Net income (loss) 57,932 (4,321 ) (14,796 ) 17,839 56,654 Loss attributable to non-controlling interests — — 677 601 1,278 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 57,932 $ (4,321 ) $ (14,119 ) $ 18,440 $ 57,932 ___________ (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 Nine Months Ended June 30, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 632,604 $ 205,350 $ — $ — $ 837,954 Food and beverage 46,881 21,724 — — 68,605 Hotel 31,870 2,893 — — 34,763 Retail, entertainment and other 75,835 10,484 3,824 (3,078 ) 87,065 Gross revenues 787,190 240,451 3,824 (3,078 ) 1,028,387 Less-Promotional allowances (56,186 ) (15,367 ) (15 ) (977 ) (72,545 ) Net revenues 731,004 225,084 3,809 (4,055 ) 955,842 Operating costs and expenses: Gaming 364,858 148,716 — — 513,574 Food and beverage 24,660 6,547 — — 31,207 Hotel 11,435 3,207 — (2,898 ) 11,744 Retail, entertainment and other 34,149 4,251 — (954 ) 37,446 Advertising, general and administrative 117,579 26,240 19,604 (19,683 ) 143,740 Corporate 10,071 — — 19,480 29,551 Depreciation and amortization 49,091 10,318 658 — 60,067 (Gain) loss on disposition of assets (15 ) 3 — — (12 ) Pre-opening — 1,187 — — 1,187 Total operating costs and expenses 611,828 200,469 20,262 (4,055 ) 828,504 Income (loss) from operations 119,176 24,615 (16,453 ) — 127,338 Other income (expense): Accretion of discount to the relinquishment liability (1,654 ) — — — (1,654 ) Interest income 65 3,397 5,100 (3,615 ) 4,947 Interest expense, net of capitalized interest (73,242 ) (32,597 ) (9,468 ) 3,615 (111,692 ) Loss on early extinguishment of debt (62,277 ) — — — (62,277 ) Loss on interests in subsidiaries (25,945 ) (17,439 ) — 43,384 — Other income (expense), net 141 — (960 ) — (819 ) Total other expense (162,912 ) (46,639 ) (5,328 ) 43,384 (171,495 ) Net income (loss) (43,736 ) (22,024 ) (21,781 ) 43,384 (44,157 ) Loss attributable to non-controlling interests — — — 421 421 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ (43,736 ) $ (22,024 ) $ (21,781 ) $ 43,805 $ (43,736 ) ___________ (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 Nine Months Ended June 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) $ 57,932 $ (4,321 ) $ (14,796 ) $ 17,839 $ 56,654 Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: Depreciation and amortization 47,739 10,113 851 — 58,703 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 ) Amortization of debt issuance costs and accretion of bond discounts 5,518 — 239 — 5,757 Provision for losses on receivables 447 270 2,682 — 3,399 Impairment of Project Horizon 2,502 — — — 2,502 Loss on disposition of assets 843 2 — — 845 Loss from unconsolidated affiliates 38 — 1,264 — 1,302 Inter-company transactions (18,858 ) 31,889 4,800 (17,831 ) — Changes in operating assets and liabilities: (Increase) decrease in receivables 1,856 (1,980 ) (810 ) 652 (282 ) Increase in inventories (808 ) (164 ) — — (972 ) Increase in other assets (876 ) (237 ) (5,170 ) (34 ) (6,317 ) Increase (decrease) in trade payables (6,448 ) (3,394 ) 39 — (9,803 ) Increase in accrued interest 19,622 — 437 — 20,059 Increase (decrease) in other liabilities 13,501 5,399 (4,844 ) (626 ) 13,430 Net cash flows provided by (used in) operating activities 122,214 37,577 (15,308 ) — 144,483 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (8,799 ) (2,698 ) (584 ) — (12,081 ) Issuance of third-party loans and advances — — (2,201 ) — (2,201 ) Payments received on third-party loans 117 — — — 117 Increase in restricted cash, net (27 ) (716 ) (39 ) — (782 ) Proceeds from asset sales 1,577 — — — 1,577 Investments in the New England Black Wolves — — (500 ) — (500 ) Inter-company transactions 8,558 (14,915 ) 37 6,320 — Net cash flows provided by (used in) investing activities 1,426 (18,329 ) (3,287 ) 6,320 (13,870 ) Cash flows provided by (used in) financing activities: Senior Secured Credit Facility borrowings - Revolving 299,000 — — — 299,000 Senior Secured Credit Facility repayments - Revolving (328,000 ) — — — (328,000 ) Senior Secured Credit Facility repayments - Term Loan A (5,469 ) — — — (5,469 ) Senior Secured Credit Facility repayments - Term Loan B (3,650 ) — — — (3,650 ) Line of Credit borrowings 332,124 — — — 332,124 Line of Credit repayments (335,165 ) — — — (335,165 ) Repayments to Mohegan Tribe — — (875 ) — (875 ) Repayments of other long-term debt (9,844 ) — (56 ) — (9,900 ) Principal portion of relinquishment liability payments (24,400 ) — — — (24,400 ) Distributions to Mohegan Tribe (32,500 ) — — — (32,500 ) Payments on capital lease obligations (726 ) (37 ) — 37 (726 ) Inter-company transactions — (13,855 ) 20,212 (6,357 ) — Net cash flows provided by (used in) financing activities (108,630 ) (13,892 ) 19,281 (6,320 ) (109,561 ) Net increase in cash and cash equivalents 15,010 5,356 686 — 21,052 Cash and cash equivalents at beginning of period 33,939 14,767 402 — 49,108 Cash and cash equivalents at end of period $ 48,949 $ 20,123 $ 1,088 $ — $ 70,160 ___________ (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 Nine Months Ended June 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 $ (43,736 ) $ (22,024 ) $ (21,781 ) $ 43,384 $ (44,157 ) Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: Depreciation and amortization 49,091 10,318 658 — 60,067 Accretion of discount to the relinquishment liability 1,654 — — — 1,654 Cash paid for accretion of discount to the relinquishment liability (2,071 ) — — — (2,071 ) Loss on early extinguishment of debt 58,481 — — — 58,481 Payments of tender offer costs and discounts (48,155 ) — — — (48,155 ) Amortization of debt issuance costs and accretion of bond discounts 5,925 — 239 — 6,164 Provision for losses on receivables 877 183 1,893 — 2,953 (Gain) loss on disposition of assets (15 ) 3 — — (12 ) (Gain) loss from unconsolidated affiliates (154 ) — 948 — 794 Inter-company transactions (6,466 ) 46,421 3,423 (43,378 ) — Changes in operating assets and liabilities: Increase in receivables (3,409 ) (1,849 ) (688 ) 557 (5,389 ) Increase in inventories (1,342 ) (371 ) — — (1,713 ) (Increase) decrease in other assets 992 (229 ) (5,387 ) (36 ) (4,660 ) Increase in trade payables 6,288 1,382 1 — 7,671 Increase (decrease) in accrued interest 9,114 — (1,405 ) — 7,709 Increase in other liabilities 1,231 2,562 5,749 (555 ) 8,987 Net cash flows provided by (used in) operating activities 28,305 36,396 (16,350 ) (28 ) 48,323 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (14,680 ) (3,382 ) (10,839 ) — (28,901 ) Issuance of third-party loans and advances — — (1,392 ) — (1,392 ) Payments received on third-party loans 606 — — — 606 Decrease in restricted cash, net 44 2,063 12,043 — 14,150 Proceeds from asset sales 105 — — — 105 Investments in unconsolidated affiliates — — (29 ) — (29 ) Inter-company transactions 19,812 (21,079 ) — 1,267 — Net cash flows provided by (used in) investing activities 5,887 (22,398 ) (217 ) 1,267 (15,461 ) 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 193,000 — — — 193,000 Senior Secured Credit Facility repayments - Revolving (173,000 ) — — — (173,000 ) Senior Secured Credit Facility borrowings - Term Loan A, net of discount 124,343 — — — 124,343 Senior Secured Credit Facility repayments - Term Loan A (1,563 ) — — — (1,563 ) Senior Secured Credit Facility borrowings - Term Loan B, net of discount 720,952 — — — 720,952 Senior Secured Credit Facility repayments - Term Loan B (3,650 ) — — — (3,650 ) Line of Credit borrowings 258,415 — — — 258,415 Line of Credit repayments (258,415 ) — — — (258,415 ) Repayments to Mohegan Tribe — — (2,750 ) — (2,750 ) Repayments of other long-term debt (191,049 ) — (39 ) — (191,088 ) Principal portion of relinquishment liability payments (29,129 ) — — — (29,129 ) Distributions to Mohegan Tribe (32,500 ) — — — (32,500 ) Payments of financing fees (12,631 ) — — — (12,631 ) Payments on capital lease obligations (1,709 ) (28 ) — 28 (1,709 ) Inter-company transactions — (20,728 ) 21,995 (1,267 ) — Net cash flows provided by (used in) financing activities (22,039 ) (20,756 ) 19,206 (1,239 ) (24,828 ) Net increase (decrease) in cash and cash equivalents 12,153 (6,758 ) 2,639 — 8,034 Cash and cash equivalents at beginning of period 44,060 18,655 909 — 63,624 Cash and cash equivalents at end of period $ 56,213 $ 11,897 $ 3,548 $ — $ 71,658 ___________ (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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS: Refinancing Transactions On August 11, 2015, the Authority completed several financing transactions relating to the refinancing of certain of its outstanding indebtedness, as set forth below: Amendment to Loan Agreement and Borrowing of Increase Term B Loans On August 11, 2015, the Authority entered into an increase joinder and amendment agreement (the “Amendment Agreement”) among the Authority, the Tribe, the guarantors party thereto, Citizens Bank, N.A., as administrative agent, and the lenders party thereto, amending the loan agreement for its Senior Secured Credit Facilities. Pursuant to the Amendment Agreement, the Authority borrowed $90.0 million of increase term B loans (the “Increase Term B Loans”) on the same terms as the Authority’s existing term B loans. The net proceeds of the Increase Term B Loans will be used by the Authority to redeem outstanding 2012 Senior Subordinated Notes, as further described below. Issuance of Additional 2013 Senior Unsecured Notes On August 11, 2015, the Authority closed its previously announced private placement of an additional $85.0 million of its 2013 Senior Unsecured Notes (the “Additional 2013 Senior Unsecured Notes”). Subsequent to this transaction, the aggregate principal amount of 2013 Senior Unsecured Notes outstanding, including the Additional 2013 Senior Unsecured Notes, is $585.0 million . The net proceeds of the sale of the Additional 2013 Senior Unsecured Notes will be used by the Authority to redeem outstanding 2012 Senior Subordinated Notes, as further described below. Registration Rights Agreement On August 11, 2015, the Authority and the guarantors of the Additional 2013 Senior Unsecured Notes entered into a registration rights agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. as representatives of the several initial purchasers of the Additional 2013 Senior Unsecured Notes. Upon the terms and subject to the conditions of this agreement, the Authority agreed to offer to exchange the Additional 2013 Senior Unsecured Notes, pursuant to a registration statement effective within 270 days of issuance, for a new issue of substantially identical debt securities registered under the Securities Act of 1933, as amended. Under certain circumstances set forth in the registration rights agreement, the Authority also may be obligated to file a shelf registration statement with respect to the Additional 2013 Senior Unsecured Notes. Redemption of 2012 Senior Subordinated Notes On August 11, 2015, the Authority called for redemption of $175.0 million of its 2012 Senior Subordinated Notes (the “Redemption Notes”). The Redemption Notes will be redeemed on September 10, 2015 (the “Redemption Date”) at a redemption price equal to $1,053.47 per $1,000 principal amount thereof, which represents 100% of the aggregate principal amount of the Redemption Notes, plus accrued and unpaid interest thereon to the Redemption Date. After giving effect to the redemption, the aggregate principal amount of the Authority’s 2012 Senior Subordinated Notes outstanding will be approximately $100.2 million . Prepayment of Downs Lodging Credit Facility On July 16, 2015, Downs Lodging prepaid a portion of the Downs Lodging Credit Facility in the amount of approximately $4.5 million plus accrued interest and fees through the date of the prepayment (the “Downs Lodging Credit Facility Prepayment”). The Downs Lodging Credit Facility Prepayment was funded through an investment by the Authority. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Authority's operating results for the interim period, have been included. In addition, certain amounts in the accompanying 2014 supplemental condensed consolidating financial statements have been reclassified to conform to the 2015 presentation. The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun Pocono during the months of May through August. Accordingly, the Authority's operating results for the three months and nine months ended June 30, 2015 are not necessarily indicative of operating results for other interim periods or an entire fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Authority's Annual Report on Form 10-K for the fiscal year ended September 30, 2014 . |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Authority and its majority and wholly-owned subsidiaries and entities. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”) pertaining to consolidation of variable interest entities, the accounts of Salishan-Mohegan are consolidated into the accounts of Mohegan Ventures-NW and the accounts of NEBW are consolidated into the accounts of Mohegan Lacrosse as Mohegan Ventures-NW and Mohegan Lacrosse are deemed to be the primary beneficiaries. In consolidation, all inter-company balances and transactions were eliminated. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value amounts presented below are reported to satisfy disclosure requirements pursuant to authoritative guidance issued by the FASB pertaining to disclosures about fair values of financial instruments and are not necessarily indicative of amounts that the Authority could realize in a current market transaction. The Authority applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels: • Level 1 - Quoted prices for identical assets or liabilities in active markets; • Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and • Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Authority's estimates or assumptions that market participants would utilize in pricing such assets or liabilities. The Authority's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy. |
New Accounting Standards | New Accounting Standards In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be required to be applied on a retrospective basis, using one of two methodologies, and was to be effective for annual reporting periods beginning after December 15, 2016, with early application not being permitted. However, in July 2015, the FASB deferred the effective date by one year. This guidance will now be effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Entities are permitted to adopt the guidance as of the original effective date. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations. In August 2014, the FASB issued an accounting standard update which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The update requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. It also requires management to provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. This guidance will be required for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations. In February 2015, the FASB issued an accounting standards update which amends existing requirements applicable to reporting entities that are required to evaluate whether certain legal entities should be consolidated. This guidance will be required to be applied either on a retrospective or modified retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations. In April 2015, the FASB issued an accounting standard update to clarify the required presentation of debt issuance costs. The update requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. This guidance will be required to be applied on a retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority plans to adopt this guidance for its annual reporting period ending September 30, 2015 and is currently evaluating the impact on its financial position and results of operations. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Reconciliation of long-term receivables and the related reserves for doubtful collection | The following table presents a reconciliation of long-term receivables, including current portions, and the related reserves for doubtful collection of these long-term receivables (in thousands): Long-Term Receivables Affiliates Others Total Balance, March 31, 2015 (1) $ 91,567 $ 2,590 $ 94,157 Additions: Issuance of affiliate advances and other loans, including interest receivable 3,803 68 3,871 Deductions: Payments received — (40 ) (40 ) Adjustments — (779 ) (779 ) Balance, June 30, 2015 (1) $ 95,370 $ 1,839 $ 97,209 Balance, September 30, 2014 (1) $ 66,596 $ 2,612 $ 69,208 Additions: Issuance of affiliate advances and other loans, including interest receivable 8,823 123 8,946 Cowlitz Project land value transfer (2) 19,951 — 19,951 Deductions: Payments received — (117 ) (117 ) Adjustments — (779 ) (779 ) Balance, June 30, 2015 (1) $ 95,370 $ 1,839 $ 97,209 __________ (1) Includes interest receivable of $41.0 million , $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010. (2) Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7). Reserves for Doubtful Collection of Long-Term Receivables Affiliates Others Total Balance, March 31, 2015 $ 28,557 $ 821 $ 29,378 Additions: Charges to bad debt expense 923 5 928 Deductions: Adjustments — (781 ) (781 ) Balance, June 30, 2015 $ 29,480 $ 45 $ 29,525 Balance, September 30, 2014 $ 26,833 $ 796 $ 27,629 Additions: Charges to bad debt expense 2,647 35 2,682 Deductions: Adjustments — (786 ) (786 ) Balance, June 30, 2015 $ 29,480 $ 45 $ 29,525 |
Estimated fair value of financing facilities and notes | The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands): June 30, 2015 Carrying Value Fair Value Senior Secured Credit Facility - Revolving $ 8,000 $ 7,910 Senior Secured Credit Facility - Term Loan A $ 113,654 $ 113,064 Senior Secured Credit Facility - Term Loan B $ 712,270 $ 714,556 2013 9 3/4% Senior Unsecured Notes $ 500,000 $ 528,750 2012 11% Senior Subordinated Notes $ 272,233 $ 276,222 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt consisted of the following (in thousands, including current maturities): June 30, September 30, Senior Secured Credit Facility - Revolving, due June 2018 $ 8,000 $ 37,000 Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively 113,654 119,789 Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively 712,270 716,188 2013 9 3/4% Senior Unsecured Notes, due September 2021 500,000 500,000 2005 6 7/8% Senior Subordinated Notes, due February 2015 — 9,654 2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively 272,233 271,684 Line of Credit — 3,041 2009 Mohegan Tribe Promissory Note, due September 2015 875 1,750 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017 16,500 16,500 2013 Mohegan Tribe Promissory Note, due December 2018 7,420 7,420 Downs Lodging Credit Facility, due July 2016 45,000 45,000 Other 3,497 2,910 Long-term debt, excluding capital leases 1,679,449 1,730,936 Less: current portion of long-term debt (25,241 ) (31,558 ) Long-term debt, net of current portion $ 1,654,208 $ 1,699,378 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Minimum Future Rental Expense | Minimum future rental expense that the Authority expects to incur under the sublease agreement is as follows (in thousands): Fiscal Years Ending September 30, 2015 2016 2017 2018 2019 Thereafter Total Minimum future rental expense $ — $ — $ 6,327 $ 6,908 $ 7,011 $ 224,682 $ 244,928 |
RELINQUISHMENT AGREEMENT (Table
RELINQUISHMENT AGREEMENT (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
RELINQUISHMENT AGREEMENT [Abstract] | |
Relinquishment payments | Relinquishment payments consisted of the following (in millions): For the Nine Months Ended June 30, 2015 June 30, 2014 Principal $ 24.4 $ 29.1 Accretion of discount 0.8 2.1 Total $ 25.2 $ 31.2 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Financial information related to segments | For the Three Months Ended For the Nine Months Ended (in thousands) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Net revenues: Mohegan Sun $ 246,840 $ 248,866 $ 732,903 $ 734,277 Mohegan Sun Pocono 77,932 77,194 218,456 220,863 Corporate and other 1,540 1,549 4,654 3,780 Inter-segment revenues (1,273 ) (1,273 ) (3,819 ) (3,078 ) Total $ 325,039 $ 326,336 $ 952,194 $ 955,842 Income (loss) from operations: Mohegan Sun $ 54,557 $ 47,088 $ 148,573 $ 127,459 Mohegan Sun Pocono 12,842 9,936 31,423 26,555 Corporate and other (5,900 ) (8,042 ) (19,717 ) (26,676 ) Total 61,499 48,982 160,279 127,338 Accretion of discount to the relinquishment liability — (552 ) (227 ) (1,654 ) Interest income 1,906 1,701 5,554 4,947 Interest expense, net of capitalized interest (35,660 ) (36,426 ) (107,692 ) (111,692 ) Loss on early extinguishment of debt — (2 ) — (62,277 ) Other income (expense), net (50 ) 59 (1,260 ) (819 ) Net income (loss) 27,695 13,762 56,654 (44,157 ) Loss attributable to non-controlling interests 439 130 1,278 421 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 28,134 $ 13,892 $ 57,932 $ (43,736 ) For the Nine Months Ended (in thousands) June 30, 2015 June 30, 2014 Capital expenditures incurred: Mohegan Sun $ 6,899 $ 15,204 Mohegan Sun Pocono 2,087 2,808 Corporate and other 52 8,972 Total $ 9,038 $ 26,984 (in thousands) June 30, 2015 September 30, 2014 Total assets: Mohegan Sun $ 1,336,702 $ 1,368,352 Mohegan Sun Pocono 554,329 551,655 Corporate and other 140,315 135,953 Total $ 2,031,346 $ 2,055,960 |
SUPPLEMENTAL CONDENSED CONSOL23
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
CONDENSED CONSOLIDATING BALANCE SHEETS | CONDENSED CONSOLIDATING BALANCE SHEETS June 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 $ 48,949 $ 20,123 $ 1,088 $ — $ 70,160 Restricted cash 63 4,316 407 — 4,786 Receivables, net 25,337 4,347 2,025 (1,436 ) 30,273 Inventories 14,147 1,369 — — 15,516 Other current assets 16,580 1,339 58 — 17,977 Total current assets 105,076 31,494 3,578 (1,436 ) 138,712 Non-current assets: Property and equipment, net 1,096,661 214,402 38,934 — 1,349,997 Goodwill — 39,459 — — 39,459 Other intangible assets, net 120,309 284,492 2,055 — 406,856 Other assets, net 24,869 4,040 73,387 (5,974 ) 96,322 Inter-company receivables 247,979 85,486 44 (333,509 ) — Investment in subsidiaries 316,094 — — (316,094 ) — Total assets $ 1,910,988 $ 659,373 $ 117,998 $ (657,013 ) $ 2,031,346 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 18,757 $ — $ 609 $ — $ 19,366 Due to Mohegan Tribe — — 5,875 — 5,875 Current portion of capital leases 816 47 — (47 ) 816 Trade payables 12,311 1,787 48 — 14,146 Construction payables 2,170 260 100 — 2,530 Accrued interest payable 25,347 — 3,371 — 28,718 Other current liabilities 107,025 37,875 3,224 (1,389 ) 146,735 Total current liabilities 166,426 39,969 13,227 (1,436 ) 218,186 Non-current liabilities: Long-term debt, net of current portion 1,589,963 — 45,325 — 1,635,288 Due to Mohegan Tribe, net of current portion — — 18,920 — 18,920 Capital leases, net of current portion 1,730 5,781 — (5,781 ) 1,730 Other long-term liabilities 2,063 — 5,103 — 7,166 Inter-company payables — 241,094 92,415 (333,509 ) — Accumulated losses in excess of investment in subsidiaries — 38,440 — (38,440 ) — Total liabilities 1,760,182 325,284 174,990 (379,166 ) 1,881,290 Capital: Retained earnings 150,806 334,089 (57,390 ) (277,015 ) 150,490 Mohegan Tribal Gaming Authority capital 150,806 334,089 (57,390 ) (277,015 ) 150,490 Non-controlling interests — — 398 (832 ) (434 ) Total capital 150,806 334,089 (56,992 ) (277,847 ) 150,056 Total liabilities and capital $ 1,910,988 $ 659,373 $ 117,998 $ (657,013 ) $ 2,031,346 ___________ (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 28,625 3,970 49,077 (6,312 ) 75,360 Inter-company receivables 228,122 65,981 — (294,103 ) — Investment in subsidiaries 325,651 — — (325,651 ) — Total assets $ 1,935,577 $ 636,968 $ 110,302 $ (626,887 ) $ 2,055,960 LIABILITIES AND CAPITAL Current liabilities: Current portion of long-term debt $ 28,893 $ — $ 415 $ — $ 29,308 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 174,593 35,537 13,988 (821 ) 223,297 Non-current liabilities: Long-term debt, net of current portion 1,630,958 — 45,000 — 1,675,958 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 1,810,203 298,597 155,048 (332,715 ) 1,931,133 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 $ 1,935,577 $ 636,968 $ 110,302 $ (626,887 ) $ 2,055,960 ___________ (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 | CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) For the Three Months Ended June 30, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 213,199 $ 71,514 $ — $ — $ 284,713 Food and beverage 15,378 7,615 28 — 23,021 Hotel 11,222 1,478 — — 12,700 Retail, entertainment and other 24,556 4,716 1,826 (1,273 ) 29,825 Gross revenues 264,355 85,323 1,854 (1,273 ) 350,259 Less-Promotional allowances (19,386 ) (5,095 ) (6 ) (733 ) (25,220 ) Net revenues 244,969 80,228 1,848 (2,006 ) 325,039 Operating costs and expenses: Gaming 113,712 50,517 — — 164,229 Food and beverage 7,981 2,342 — — 10,323 Hotel 3,517 1,484 — (1,213 ) 3,788 Retail, entertainment and other 10,475 2,027 678 (733 ) 12,447 Advertising, general and administrative 37,970 8,809 3,653 (3,910 ) 46,522 Corporate 3,269 — — 3,850 7,119 Depreciation and amortization 15,496 3,306 284 — 19,086 Loss on disposition of assets 26 — — — 26 Total operating costs and expenses 192,446 68,485 4,615 (2,006 ) 263,540 Income (loss) from operations 52,523 11,743 (2,767 ) — 61,499 Other income (expense): Interest income 10 1,663 1,961 (1,728 ) 1,906 Interest expense, net of capitalized interest (23,563 ) (9,956 ) (3,869 ) 1,728 (35,660 ) Loss on interests in subsidiaries (832 ) (1,819 ) — 2,651 — Other expense, net (4 ) — (46 ) — (50 ) Total other expense (24,389 ) (10,112 ) (1,954 ) 2,651 (33,804 ) Net income (loss) 28,134 1,631 (4,721 ) 2,651 27,695 Loss attributable to non-controlling interests — — 217 222 439 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 28,134 $ 1,631 $ (4,504 ) $ 2,873 $ 28,134 ___________ (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 June 30, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 213,600 $ 71,201 $ — $ — $ 284,801 Food and beverage 15,512 7,761 — — 23,273 Hotel 10,855 1,305 — — 12,160 Retail, entertainment and other 24,888 6,359 1,568 (1,273 ) 31,542 Gross revenues 264,855 86,626 1,568 (1,273 ) 351,776 Less-Promotional allowances (18,959 ) (5,500 ) (6 ) (975 ) (25,440 ) Net revenues 245,896 81,126 1,562 (2,248 ) 326,336 Operating costs and expenses: Gaming 120,236 51,297 — — 171,533 Food and beverage 7,921 2,438 — — 10,359 Hotel 3,809 1,354 — (1,213 ) 3,950 Retail, entertainment and other 11,961 2,309 — (952 ) 13,318 Advertising, general and administrative 39,261 9,709 5,703 (5,744 ) 48,929 Corporate 3,598 — — 5,661 9,259 Depreciation and amortization 16,397 3,420 253 20,070 (Gain) loss on disposition of assets (66 ) 2 — (64 ) Total operating costs and expenses 203,117 70,529 5,956 (2,248 ) 277,354 Income (loss) from operations 42,779 10,597 (4,394 ) — 48,982 Other income (expense): Accretion of discount to the relinquishment liability (552 ) — — — (552 ) Interest income 20 1,300 1,763 (1,382 ) 1,701 Interest expense, net of capitalized interest (23,953 ) (10,392 ) (3,463 ) 1,382 (36,426 ) Loss on early extinguishment of debt (2 ) — — — (2 ) Loss on interests in subsidiaries (4,426 ) (5,022 ) — 9,448 — Other income, net 26 — 33 — 59 Total other expense (28,887 ) (14,114 ) (1,667 ) 9,448 (35,220 ) Net income (loss) 13,892 (3,517 ) (6,061 ) 9,448 13,762 Loss attributable to non-controlling interests — — — 130 130 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 13,892 $ (3,517 ) $ (6,061 ) $ 9,578 $ 13,892 ___________ (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 Nine Months Ended June 30, 2015 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 635,777 $ 201,686 $ — $ — $ 837,463 Food and beverage 45,708 20,983 120 — 66,811 Hotel 33,141 4,058 — — 37,199 Retail, entertainment and other 71,169 9,167 5,714 (3,819 ) 82,231 Gross revenues 785,795 235,894 5,834 (3,819 ) 1,023,704 Less-Promotional allowances (55,536 ) (14,892 ) (9 ) (1,073 ) (71,510 ) Net revenues 730,259 221,002 5,825 (4,892 ) 952,194 Operating costs and expenses: Gaming 341,772 144,222 — — 485,994 Food and beverage 25,191 6,172 — — 31,363 Hotel 10,248 4,158 — (3,639 ) 10,767 Retail, entertainment and other 29,322 3,653 2,366 (1,073 ) 34,268 Advertising, general and administrative 116,711 24,698 10,646 (11,109 ) 140,946 Corporate 12,471 — — 10,929 23,400 Depreciation and amortization 47,739 10,113 851 — 58,703 Loss on disposition of assets 843 2 — — 845 Severance 3,244 126 — — 3,370 Impairment of Project Horizon 2,502 — — — 2,502 Relinquishment liability reassessment (243 ) — — — (243 ) Total operating costs and expenses 589,800 193,144 13,863 (4,892 ) 791,915 Income (loss) from operations 140,459 27,858 (8,038 ) — 160,279 Other income (expense): Accretion of discount to the relinquishment liability (227 ) — — — (227 ) Interest income 32 4,636 5,813 (4,927 ) 5,554 Interest expense, net of capitalized interest (71,260 ) (30,055 ) (11,304 ) 4,927 (107,692 ) Loss on interests in subsidiaries (11,079 ) (6,760 ) — 17,839 — Other income (expense), net 7 — (1,267 ) — (1,260 ) Total other expense (82,527 ) (32,179 ) (6,758 ) 17,839 (103,625 ) Net income (loss) 57,932 (4,321 ) (14,796 ) 17,839 56,654 Loss attributable to non-controlling interests — — 677 601 1,278 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ 57,932 $ (4,321 ) $ (14,119 ) $ 18,440 $ 57,932 ___________ (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 Nine Months Ended June 30, 2014 Authority Total Guarantor Subsidiaries (1) Total Non-Guarantor Subsidiaries and Entities (2) Consolidating/ Eliminating Adjustments Consolidated Revenues: Gaming $ 632,604 $ 205,350 $ — $ — $ 837,954 Food and beverage 46,881 21,724 — — 68,605 Hotel 31,870 2,893 — — 34,763 Retail, entertainment and other 75,835 10,484 3,824 (3,078 ) 87,065 Gross revenues 787,190 240,451 3,824 (3,078 ) 1,028,387 Less-Promotional allowances (56,186 ) (15,367 ) (15 ) (977 ) (72,545 ) Net revenues 731,004 225,084 3,809 (4,055 ) 955,842 Operating costs and expenses: Gaming 364,858 148,716 — — 513,574 Food and beverage 24,660 6,547 — — 31,207 Hotel 11,435 3,207 — (2,898 ) 11,744 Retail, entertainment and other 34,149 4,251 — (954 ) 37,446 Advertising, general and administrative 117,579 26,240 19,604 (19,683 ) 143,740 Corporate 10,071 — — 19,480 29,551 Depreciation and amortization 49,091 10,318 658 — 60,067 (Gain) loss on disposition of assets (15 ) 3 — — (12 ) Pre-opening — 1,187 — — 1,187 Total operating costs and expenses 611,828 200,469 20,262 (4,055 ) 828,504 Income (loss) from operations 119,176 24,615 (16,453 ) — 127,338 Other income (expense): Accretion of discount to the relinquishment liability (1,654 ) — — — (1,654 ) Interest income 65 3,397 5,100 (3,615 ) 4,947 Interest expense, net of capitalized interest (73,242 ) (32,597 ) (9,468 ) 3,615 (111,692 ) Loss on early extinguishment of debt (62,277 ) — — — (62,277 ) Loss on interests in subsidiaries (25,945 ) (17,439 ) — 43,384 — Other income (expense), net 141 — (960 ) — (819 ) Total other expense (162,912 ) (46,639 ) (5,328 ) 43,384 (171,495 ) Net income (loss) (43,736 ) (22,024 ) (21,781 ) 43,384 (44,157 ) Loss attributable to non-controlling interests — — — 421 421 Net income (loss) attributable to Mohegan Tribal Gaming Authority $ (43,736 ) $ (22,024 ) $ (21,781 ) $ 43,805 $ (43,736 ) ___________ (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 | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended June 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) $ 57,932 $ (4,321 ) $ (14,796 ) $ 17,839 $ 56,654 Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: Depreciation and amortization 47,739 10,113 851 — 58,703 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 ) Amortization of debt issuance costs and accretion of bond discounts 5,518 — 239 — 5,757 Provision for losses on receivables 447 270 2,682 — 3,399 Impairment of Project Horizon 2,502 — — — 2,502 Loss on disposition of assets 843 2 — — 845 Loss from unconsolidated affiliates 38 — 1,264 — 1,302 Inter-company transactions (18,858 ) 31,889 4,800 (17,831 ) — Changes in operating assets and liabilities: (Increase) decrease in receivables 1,856 (1,980 ) (810 ) 652 (282 ) Increase in inventories (808 ) (164 ) — — (972 ) Increase in other assets (876 ) (237 ) (5,170 ) (34 ) (6,317 ) Increase (decrease) in trade payables (6,448 ) (3,394 ) 39 — (9,803 ) Increase in accrued interest 19,622 — 437 — 20,059 Increase (decrease) in other liabilities 13,501 5,399 (4,844 ) (626 ) 13,430 Net cash flows provided by (used in) operating activities 122,214 37,577 (15,308 ) — 144,483 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (8,799 ) (2,698 ) (584 ) — (12,081 ) Issuance of third-party loans and advances — — (2,201 ) — (2,201 ) Payments received on third-party loans 117 — — — 117 Increase in restricted cash, net (27 ) (716 ) (39 ) — (782 ) Proceeds from asset sales 1,577 — — — 1,577 Investments in the New England Black Wolves — — (500 ) — (500 ) Inter-company transactions 8,558 (14,915 ) 37 6,320 — Net cash flows provided by (used in) investing activities 1,426 (18,329 ) (3,287 ) 6,320 (13,870 ) Cash flows provided by (used in) financing activities: Senior Secured Credit Facility borrowings - Revolving 299,000 — — — 299,000 Senior Secured Credit Facility repayments - Revolving (328,000 ) — — — (328,000 ) Senior Secured Credit Facility repayments - Term Loan A (5,469 ) — — — (5,469 ) Senior Secured Credit Facility repayments - Term Loan B (3,650 ) — — — (3,650 ) Line of Credit borrowings 332,124 — — — 332,124 Line of Credit repayments (335,165 ) — — — (335,165 ) Repayments to Mohegan Tribe — — (875 ) — (875 ) Repayments of other long-term debt (9,844 ) — (56 ) — (9,900 ) Principal portion of relinquishment liability payments (24,400 ) — — — (24,400 ) Distributions to Mohegan Tribe (32,500 ) — — — (32,500 ) Payments on capital lease obligations (726 ) (37 ) — 37 (726 ) Inter-company transactions — (13,855 ) 20,212 (6,357 ) — Net cash flows provided by (used in) financing activities (108,630 ) (13,892 ) 19,281 (6,320 ) (109,561 ) Net increase in cash and cash equivalents 15,010 5,356 686 — 21,052 Cash and cash equivalents at beginning of period 33,939 14,767 402 — 49,108 Cash and cash equivalents at end of period $ 48,949 $ 20,123 $ 1,088 $ — $ 70,160 ___________ (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 Nine Months Ended June 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 $ (43,736 ) $ (22,024 ) $ (21,781 ) $ 43,384 $ (44,157 ) Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: Depreciation and amortization 49,091 10,318 658 — 60,067 Accretion of discount to the relinquishment liability 1,654 — — — 1,654 Cash paid for accretion of discount to the relinquishment liability (2,071 ) — — — (2,071 ) Loss on early extinguishment of debt 58,481 — — — 58,481 Payments of tender offer costs and discounts (48,155 ) — — — (48,155 ) Amortization of debt issuance costs and accretion of bond discounts 5,925 — 239 — 6,164 Provision for losses on receivables 877 183 1,893 — 2,953 (Gain) loss on disposition of assets (15 ) 3 — — (12 ) (Gain) loss from unconsolidated affiliates (154 ) — 948 — 794 Inter-company transactions (6,466 ) 46,421 3,423 (43,378 ) — Changes in operating assets and liabilities: Increase in receivables (3,409 ) (1,849 ) (688 ) 557 (5,389 ) Increase in inventories (1,342 ) (371 ) — — (1,713 ) (Increase) decrease in other assets 992 (229 ) (5,387 ) (36 ) (4,660 ) Increase in trade payables 6,288 1,382 1 — 7,671 Increase (decrease) in accrued interest 9,114 — (1,405 ) — 7,709 Increase in other liabilities 1,231 2,562 5,749 (555 ) 8,987 Net cash flows provided by (used in) operating activities 28,305 36,396 (16,350 ) (28 ) 48,323 Cash flows provided by (used in) investing activities: Purchases of property and equipment, including change in construction payables (14,680 ) (3,382 ) (10,839 ) — (28,901 ) Issuance of third-party loans and advances — — (1,392 ) — (1,392 ) Payments received on third-party loans 606 — — — 606 Decrease in restricted cash, net 44 2,063 12,043 — 14,150 Proceeds from asset sales 105 — — — 105 Investments in unconsolidated affiliates — — (29 ) — (29 ) Inter-company transactions 19,812 (21,079 ) — 1,267 — Net cash flows provided by (used in) investing activities 5,887 (22,398 ) (217 ) 1,267 (15,461 ) 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 193,000 — — — 193,000 Senior Secured Credit Facility repayments - Revolving (173,000 ) — — — (173,000 ) Senior Secured Credit Facility borrowings - Term Loan A, net of discount 124,343 — — — 124,343 Senior Secured Credit Facility repayments - Term Loan A (1,563 ) — — — (1,563 ) Senior Secured Credit Facility borrowings - Term Loan B, net of discount 720,952 — — — 720,952 Senior Secured Credit Facility repayments - Term Loan B (3,650 ) — — — (3,650 ) Line of Credit borrowings 258,415 — — — 258,415 Line of Credit repayments (258,415 ) — — — (258,415 ) Repayments to Mohegan Tribe — — (2,750 ) — (2,750 ) Repayments of other long-term debt (191,049 ) — (39 ) — (191,088 ) Principal portion of relinquishment liability payments (29,129 ) — — — (29,129 ) Distributions to Mohegan Tribe (32,500 ) — — — (32,500 ) Payments of financing fees (12,631 ) — — — (12,631 ) Payments on capital lease obligations (1,709 ) (28 ) — 28 (1,709 ) Inter-company transactions — (20,728 ) 21,995 (1,267 ) — Net cash flows provided by (used in) financing activities (22,039 ) (20,756 ) 19,206 (1,239 ) (24,828 ) Net increase (decrease) in cash and cash equivalents 12,153 (6,758 ) 2,639 — 8,034 Cash and cash equivalents at beginning of period 44,060 18,655 909 — 63,624 Cash and cash equivalents at end of period $ 56,213 $ 11,897 $ 3,548 $ — $ 71,658 ___________ (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. |
ORGANIZATION (Details)
ORGANIZATION (Details) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2012 | Jun. 30, 2015asegmentmember | |
Entity Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Mohegan Tribe of Indians of Connecticut | ||
Entity Information [Line Items] | ||
Size of tribe reservation (in acres) | 544 | |
Mohegan Tribe of Indians of Connecticut | Salishan-Mohegan, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 10.85% | |
Mohegan Tribal Gaming Authority | ||
Entity Information [Line Items] | ||
Size of gaming and entertainment complex (in acres) | 185 | |
Number of members on management board, including tribal council members | member | 9 | |
Mohegan Tribal Gaming Authority | Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 99.99% | |
Mohegan Basketball Club, LLC | WNBA, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 4.20% | |
Mohegan Lacrosse, LLC | New England Black Wolves | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 50.00% | |
Mohegan Lacrosse, LLC | New England Black Wolves | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 50.00% | |
Mohegan Commercial Ventures-PA, LLC | Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. | ||
Entity Information [Line Items] | ||
General partnership interest percentage | 0.01% | |
Downs Racing, L.P. | ||
Entity Information [Line Items] | ||
Size of site on which gaming and entertainment complex is located (in acres) | 400 | |
Mohegan Ventures-Northwest, LLC | Salishan-Mohegan, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 49.15% | |
Salishan-Mohegan, LLC | Salishan-Mohegan Two, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Salishan-Mohegan, LLC | Interchange Development Group, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Ventures Wisconsin, LLC | Wisconsin Tribal Gaming, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
MTGA Gaming, LLC | Mohegan Gaming & Hospitality, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Gaming & Hospitality, LLC | Mohegan Resorts, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Resorts, LLC | Mohegan Resorts Mass, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Gaming Advisors | Mohegan New Jersey Entities | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Gaming Advisors | MGA Gaming MA, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Gaming Advisors | MGA Holding MA, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
Mohegan Gaming Advisors | Inspire Integrated Resort Co., Ltd | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
MGA Holding NJ, LLC | Resorts Casino Hotel in Atlantic City, New Jersey | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 10.00% | |
MGA Holding MA, LLC | MGA Palmer Partners, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% | |
MGA Palmer Partners, LLC | Mohegan Sun Massachusetts, LLC | ||
Entity Information [Line Items] | ||
Membership or limited partnership interest percentage | 100.00% |
BASIS OF PRESENTATION - Long-Te
BASIS OF PRESENTATION - Long-Term Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | ||
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward] | |||||
Balance, beginning of period | [1] | $ 94,157 | $ 69,208 | ||
Additions: Issuance of affiliate advances and other loans, including interest receivable | 3,871 | 8,946 | |||
Additions: Cowlitz Project land transfer | [2] | 19,951 | |||
Deductions: Payments received | (40) | (117) | |||
Deductions: Adjustments | (779) | ||||
Balance, end of period | [1] | 97,209 | 97,209 | ||
Interest receivable | 41,000 | 41,000 | $ 39,300 | $ 35,700 | |
Affiliates | |||||
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward] | |||||
Balance, beginning of period | [1] | 91,567 | 66,596 | ||
Additions: Issuance of affiliate advances and other loans, including interest receivable | 3,803 | 8,823 | |||
Additions: Cowlitz Project land transfer | [2] | 19,951 | |||
Deductions: Payments received | 0 | 0 | |||
Deductions: Adjustments | 0 | ||||
Balance, end of period | [1] | 95,370 | 95,370 | ||
Tenants and Others | |||||
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward] | |||||
Balance, beginning of period | [1] | 2,590 | 2,612 | ||
Additions: Issuance of affiliate advances and other loans, including interest receivable | 68 | 123 | |||
Additions: Cowlitz Project land transfer | [2] | 0 | |||
Deductions: Payments received | (40) | (117) | |||
Deductions: Adjustments | (779) | ||||
Balance, end of period | [1] | $ 1,839 | $ 1,839 | ||
[1] | Includes interest receivable of $41.0 million, $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010. | ||||
[2] | Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7). |
BASIS OF PRESENTATION - Reserve
BASIS OF PRESENTATION - Reserves For Doubtful Collection of Long-term Receivables (Details) - Jun. 30, 2015 - Allowance for Notes Receivable - USD ($) $ in Thousands | Total | Total |
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward] | ||
Balance, beginning of period | $ 29,378 | $ 27,629 |
Additions: Charges to bad debt expense | 928 | 2,682 |
Deductions: Adjustments | (781) | (786) |
Balance, end of period | 29,525 | 29,525 |
Affiliates | ||
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward] | ||
Balance, beginning of period | 28,557 | 26,833 |
Additions: Charges to bad debt expense | 923 | 2,647 |
Deductions: Adjustments | 0 | 0 |
Balance, end of period | 29,480 | 29,480 |
Tenants and Others | ||
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward] | ||
Balance, beginning of period | 821 | 796 |
Additions: Charges to bad debt expense | 5 | 35 |
Deductions: Adjustments | (781) | (786) |
Balance, end of period | $ 45 | $ 45 |
BASIS OF PRESENTATION - Fair Va
BASIS OF PRESENTATION - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2013 | Mar. 31, 2012 |
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note stated interest rate | 9.75% | 9.75% | 9.75% | |
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note stated interest rate | 11.00% | 11.00% | 11.00% | |
Fair Value, Inputs, Level 2 | Senior Secured Credit Facility | Bank Credit Facility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Credit facility value | $ 7,910 | |||
Fair Value, Inputs, Level 2 | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan A | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Credit facility value | 113,064 | |||
Fair Value, Inputs, Level 2 | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan B | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note value | 714,556 | |||
Fair Value, Inputs, Level 2 | Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note value | $ 528,750 | |||
Note stated interest rate | 9.75% | |||
Fair Value, Inputs, Level 2 | Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note value | $ 276,222 | |||
Note stated interest rate | 11.00% | |||
Fair Value, Inputs, Level 2 | Carrying Value | Senior Secured Credit Facility | Bank Credit Facility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Credit facility value | $ 8,000 | |||
Fair Value, Inputs, Level 2 | Carrying Value | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan A | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Credit facility value | 113,654 | |||
Fair Value, Inputs, Level 2 | Carrying Value | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan B | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note value | 712,270 | |||
Fair Value, Inputs, Level 2 | Carrying Value | Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note value | 500,000 | |||
Fair Value, Inputs, Level 2 | Carrying Value | Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note value | $ 272,233 |
BASIS OF PRESENTATION - Additio
BASIS OF PRESENTATION - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2010 | |
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of Project Horizon | $ 0 | $ 2,500 | $ 0 | $ 2,502 | $ 0 | $ 5,000 | $ 58,100 | |
Proceeds from asset sales | $ 1,577 | $ 105 | ||||||
Asset under Construction [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from asset sales | $ 1,300 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2012 | Sep. 30, 2009 | Feb. 28, 2005 |
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | $ 1,679,449 | $ 1,730,936 | |||||
Less: current portion of long-term debt | (25,241) | (31,558) | |||||
Long-term debt, net of current portion | 1,654,208 | 1,699,378 | |||||
Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 8,000 | 37,000 | |||||
Credit Facility | Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 113,654 | 119,789 | |||||
Unamortized discount | 408 | 523 | |||||
Credit Facility | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 712,270 | 716,188 | |||||
Unamortized discount | 6,780 | 8,337 | |||||
Credit Facility | Line of Credit | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 0 | 3,041 | |||||
Credit Facility | Downs Lodging Credit Facility, due July 2016 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 45,000 | 45,000 | |||||
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes, due September 2021 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | $ 500,000 | $ 500,000 | |||||
Note stated interest rate | 9.75% | 9.75% | 9.75% | ||||
Senior Subordinated Notes | 2005 6 7/8% Senior Subordinated Notes, due February 2015 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | $ 0 | $ 9,654 | |||||
Note stated interest rate | 6.875% | 6.875% | 6.875% | ||||
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | $ 272,233 | $ 271,684 | |||||
Unamortized discount | $ 2,957 | $ 3,506 | |||||
Note stated interest rate | 11.00% | 11.00% | 11.00% | ||||
Promissory Notes | 2009 Mohegan Tribe Promissory Note, due September 2015 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | $ 875 | $ 1,750 | |||||
Note stated interest rate | 10.00% | ||||||
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 16,500 | 16,500 | |||||
Note stated interest rate | 10.00% | ||||||
Promissory Notes | 2013 Mohegan Tribe Promissory Note, due December 2018 | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | 7,420 | 7,420 | |||||
Note stated interest rate | 4.00% | ||||||
Other | |||||||
Debt Schedule [Abstract] | |||||||
Long-term debt, excluding capital leases | $ 3,497 | $ 2,910 |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facilities (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2013 | Jun. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2012 | |
Debt Instrument [Line Items] | ||||
Long-term debt, excluding capital leases | $ 1,679,449,000 | $ 1,730,936,000 | ||
Accrued interest payable | 28,718,000 | 8,659,000 | ||
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Accrued interest including commitment fees | 166,000 | 212,000 | ||
Senior Secured Credit Facility - Term Loan A | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | 114,100,000 | |||
Long-term debt, excluding capital leases | $ 113,654,000 | 119,789,000 | ||
Senior Secured Credit Facility - Term Loan A | Credit Facility | Eurodollar Rate Term Loans | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.25% | |||
Variable rate at period end | 0.28% | |||
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 719,100,000 | |||
Long-term debt, excluding capital leases | $ 712,270,000 | 716,188,000 | ||
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Eurodollar Rate Term Loans | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.50% | |||
Variable rate at period end | 1.00% | |||
Senior Secured Credit Facility - Revolving, due June 2018 | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 8,000,000 | |||
Letters of credit issued | 3,000,000 | |||
Credit facility outstanding | 0 | |||
Remaining borrowing capacity | 89,000,000 | |||
Long-term debt, excluding capital leases | $ 8,000,000 | 37,000,000 | ||
Senior Secured Credit Facility - Revolving, due June 2018 | Credit Facility | Eurodollar Rate Revolving Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.25% | |||
Long-term debt, excluding capital leases | $ 5,000,000 | |||
Variable rate at period end | 0.19% | |||
Senior Secured Credit Facility - Revolving, due June 2018 | Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Long-term debt, excluding capital leases | $ 3,000,000 | |||
Variable rate at period end | 3.25% | |||
Line of Credit | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Letters of credit issued | $ 0 | |||
Long-term debt, excluding capital leases | 0 | 3,041,000 | ||
Borrowing capacity | $ 16,500,000 | |||
Accrued interest payable | 18,000 | 23,000 | ||
Downs Lodging Credit Facility | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding capital leases | 45,000,000 | 45,000,000 | ||
Downs Lodging Credit Facility | Credit Facility | Downs Lodging, LLC | ||||
Debt Instrument [Line Items] | ||||
Loan face amount | $ 45,000,000 | |||
Accrued interest payable | $ 375,000 | $ 0 | ||
Interest rate | 13.00% | |||
Interest due monthly | 10.00% | |||
Interest due at maturity | 3.00% | |||
Exit fee | 3.00% | |||
Senior Secured Notes | Senior Secured Credit Facilities | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Loan face amount | 955,000,000 | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Loan face amount | $ 125,000,000 | |||
Debt instrument, amortization of principal, percentage, year one | 5.00% | |||
Debt instrument, amortization of principal, percentage, year two | 7.50% | |||
Debt instrument, amortization of principal, percentage, year three | 10.00% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate, leverage-based margin | 2.50% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate, leverage-based margin | 3.50% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate, leverage-based margin | 3.50% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate, leverage-based margin | 4.50% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | Federal Funds Effective Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | One-Month London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Loan face amount | $ 730,000,000 | |||
Debt instrument, amortization of principal, percentage, annual | 1.00% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.50% | |||
Variable rate basis, minimum | 1.00% | |||
Senior Secured Notes | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.50% | |||
Variable rate basis, minimum | 2.00% | |||
Revolving Loans | Senior Secured Credit Facilities | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Loan face amount | $ 100,000,000 | |||
Revolving Loans | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Fee assessed on unused revolving credit | 0.50% | |||
Revolving Loans | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fee assessed on unused revolving credit | 0.375% | |||
Revolving Loans | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fee assessed on unused revolving credit | 0.50% |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured Notes (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2013 |
Debt Instrument [Line Items] | |||
Accrued interest payable | $ 28,718,000 | $ 8,659,000 | |
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes, due September 2021 | |||
Debt Instrument [Line Items] | |||
Loan face amount | $ 500,000,000 | ||
Note stated interest rate | 9.75% | 9.75% | 9.75% |
Debt Instrument, Redeemable Rate | 100.00% | ||
Redeemable rate after cutoff | 101.00% | ||
Redeemable rate upon certain conditions | 100.00% | ||
Accrued interest payable | $ 16,300,000 | $ 4,100,000 |
LONG-TERM DEBT - Senior Subordi
LONG-TERM DEBT - Senior Subordinated Notes (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2013 | Mar. 31, 2012 | Feb. 28, 2005 |
Debt Instrument [Line Items] | |||||
Accrued interest payable | $ 28,718,000 | $ 8,659,000 | |||
2005 6 7/8% Senior Subordinated Notes | Senior Subordinated Notes | |||||
Debt Instrument [Line Items] | |||||
Loan face amount | $ 150,000,000 | ||||
Note stated interest rate | 6.875% | 6.875% | 6.875% | ||
Principal amount tendered and exchanged | $ 140,300,000 | ||||
Debt outstanding | $ 9,700,000 | ||||
Accrued interest payable | $ 83,000 | ||||
2012 11 % Senior Subordinated Notes | Senior Subordinated Notes | |||||
Debt Instrument [Line Items] | |||||
Loan face amount | $ 344,200,000 | ||||
Note stated interest rate | 11.00% | 11.00% | 11.00% | ||
Redeemable rate before cutoff | 100.00% | ||||
Redeemable rate after cutoff | 101.00% | ||||
Redeemable rate upon certain conditions | 100.00% | ||||
Payment in Kind (PIK) interest rate | 2.00% | ||||
Debt instrument, repurchase amount | $ 69,000,000 | ||||
Notes payable | $ 275,200,000 | ||||
Accrued interest payable | $ 8,900,000 | $ 1,300,000 | |||
2012 11 % Senior Subordinated Notes | Senior Subordinated Notes | 2004 Senior Subordinated Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount tendered and exchanged | $ 203,800,000 | ||||
2012 11 % Senior Subordinated Notes | Senior Subordinated Notes | 2005 Senior Subordinated Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount tendered and exchanged | $ 140,300,000 |
LONG-TERM DEBT - Promissory Not
LONG-TERM DEBT - Promissory Notes (Details) - USD ($) | 1 Months Ended | ||||
Mar. 31, 2012 | Sep. 30, 2009 | Jun. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Accrued interest payable | $ 28,718,000 | $ 8,659,000 | |||
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Loan face amount | $ 10,000,000 | ||||
Note stated interest rate | 10.00% | ||||
Quarterly interest payment | $ 1,200,000 | ||||
Accrued interest payable | 1,300,000 | 2,500,000 | |||
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing December 31, 2012 through September 30, 2013 | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | 1,625,000 | ||||
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing December 31, 2013 | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | 875,000 | ||||
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing June 30, 2015 | |||||
Debt Instrument [Line Items] | |||||
Periodic payment, interest | 1,300,000 | ||||
Quarterly amortization of principal | 875,000 | ||||
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing September 30, 2015 | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | $ 875,000 | ||||
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Loan face amount | $ 20,000,000 | ||||
Note stated interest rate | 10.00% | ||||
Accrued interest payable | 1,700,000 | 416,000 | |||
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing September 30, 2015 through March 31, 2016 | |||||
Debt Instrument [Line Items] | |||||
Periodic payment, interest | $ 800,000 | ||||
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing December 31, 2012 through March 31, 2014 | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | 500,000 | ||||
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing December 31, 2012 through September 30, 2014 | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | 500,000 | ||||
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing December 31, 2014 to Maturity | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | 1,500,000 | ||||
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing March 31, 2017 | |||||
Debt Instrument [Line Items] | |||||
Quarterly amortization of principal | $ 10,000,000 | ||||
2013 Mohegan Tribe Promissory Note | Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Loan face amount | $ 7,400,000 | ||||
Note stated interest rate | 4.00% | ||||
Accrued interest payable | $ 1,000 | $ 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | Mar. 05, 2015arooms | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Related Party Transaction [Line Items] | |||||
Distributions to Mohegan Tribe | $ 32,500 | $ 32,500 | |||
Minimum Future Rental Expense | |||||
Minimum future rental expense - Remainder of 2015 | $ 0 | 0 | |||
Minimum future rental expense - 2016 | 0 | 0 | |||
Minimum future rental expense - 2017 | 6,327 | 6,327 | |||
Minimum future rental expense - 2018 | 6,908 | 6,908 | |||
Minimum future rental expense - 2019 | 7,011 | 7,011 | |||
Minimum future rental expense - Thereafter | 224,682 | 224,682 | |||
Total minimum future rental expense | 244,928 | 244,928 | |||
Mohegan Tribe of Indians of Connecticut | |||||
Related Party Transaction [Line Items] | |||||
Distributions to Mohegan Tribe | 12,500 | $ 12,500 | 32,500 | 32,500 | |
Expenses for services provided to related party | 7,200 | 6,200 | 21,400 | 20,500 | |
Incurred interest expense associated with a related party debt | 529 | 541 | 1,600 | 1,700 | |
Mohegan Tribal Utility Authority | |||||
Related Party Transaction [Line Items] | |||||
Utilities purchased from related party | $ 3,900 | $ 4,400 | $ 13,300 | $ 15,200 | |
Mohegan Tribal Finance Authority | |||||
Related Party Transaction [Line Items] | |||||
Fourth Amendment, Amount of acres released for use | a | 1.2 | ||||
Fourth Amendment, Amount of rooms to be developed | rooms | 400 | ||||
Duration of the term of the Fourth Amendment | 28 years 4 months |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)gaming_facilityslot_machine | Jun. 30, 2014USD ($) | Sep. 30, 2014USD ($) | |
Slot Win Contributions | |||||
Commitments and Contingencies [Line Items] | |||||
Contribution frequency period | 12 months | ||||
Contribution determination criteria 1, percent of gross revenues from slot machines, lesser of | 30.00% | ||||
Contribution determination criteria 2a, lesser of, percent of gross revenues from slot machines, greater of | 25.00% | ||||
Contribution determination criteria 2b, lesser of, set cash contribution | $ 80,000,000 | ||||
Contribution rate applied to excess free promotional play revenues in excess of limitation, if other than standard rate | 25.00% | ||||
Limitation of excluded free promotional play as a percent of gross revenues from slot machines | 11.00% | ||||
Slot win contributions | $ 37,000,000 | $ 36,600,000 | $ 107,800,000 | $ 107,600,000 | |
Slot win contributions outstanding | 11,700,000 | $ 11,700,000 | $ 11,600,000 | ||
Pennsylvania Slot Machine Tax | |||||
Commitments and Contingencies [Line Items] | |||||
Tax rate applied to percent of gross revenues from slot machines | 55.00% | ||||
Portion of taxed revenues subject to minimum annual local share assessment | 2.00% | ||||
Minimum annual local share assessment | $ 10,000,000 | ||||
Escrow deposit for tax payments | 1,500,000 | 1,500,000 | |||
Slot machine tax expense recognized | 31,100,000 | 31,400,000 | 88,700,000 | 91,800,000 | |
Slot machine tax expense, outstanding | 3,300,000 | $ 3,300,000 | 4,600,000 | ||
Pennsylvania Slot Machine Tax | Downs Racing, L.P. | |||||
Commitments and Contingencies [Line Items] | |||||
Number of slot machines at Mohegan Sun at Pocono permitted by license | slot_machine | 3,000 | ||||
Permitted slot machine capacity (in slot machines) | slot_machine | 5,000 | ||||
Pennsylvania Table Game Tax | |||||
Commitments and Contingencies [Line Items] | |||||
Initial tax rate | 12.00% | ||||
Additional local tax | 2.00% | ||||
Table game tax expense recognized | 1,800,000 | 1,600,000 | $ 5,200,000 | 4,600,000 | |
Table game tax expense outstanding | 168,000 | $ 168,000 | 156,000 | ||
Pennsylvania Regulatory Fee | |||||
Commitments and Contingencies [Line Items] | |||||
Fee rate, percent of gross revenues from slot machines and table games | 1.50% | ||||
Regulatory fee recognized | 1,200,000 | 1,200,000 | $ 3,400,000 | 3,500,000 | |
Regulatory fee outstanding | 147,000 | 147,000 | 147,000 | ||
Pennsylvania Gaming Control Board Loans | |||||
Commitments and Contingencies [Line Items] | |||||
Loans granted by PGCB | 36,100,000 | ||||
Additional Loans granted by PGCB | $ 63,800,000 | ||||
Number of authorized gaming facilities | gaming_facility | 14 | ||||
Number of authorized gaming facilities that have commenced operations | gaming_facility | 12 | ||||
PGCB loan repayment period | 10 years | ||||
PGCB loan repayment expense | 155,000 | 159,000 | $ 468,000 | 479,000 | |
Horsemen's Agreement | |||||
Commitments and Contingencies [Line Items] | |||||
Purses earned by horsemen and other fees outstanding | 8,300,000 | 8,300,000 | $ 8,100,000 | ||
Priority Distribution Agreement | |||||
Commitments and Contingencies [Line Items] | |||||
Annual limit of priority distribution payments | 40,000,000 | ||||
Priority distribution payments | $ 10,000,000 | $ 4,900,000 | $ 21,500,000 | $ 14,600,000 |
RELINQUISHMENT AGREEMENT (Detai
RELINQUISHMENT AGREEMENT (Details) - USD ($) | Jan. 01, 2000 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 1998 |
RELINQUISHMENT AGREEMENT [Abstract] | |||||||
Term of relinquishment agreement | 15 years | ||||||
Relinquishment liability | $ 0 | $ 0 | $ 25,200,000 | $ 549,100,000 | |||
Relinquishment liability reassessment | 0 | $ 0 | 243,000 | $ 0 | |||
Accretion of discount to the relinquishment liability | 0 | $ 552,000 | 227,000 | 1,654,000 | |||
Relinquishment Payments [Abstract] | |||||||
Principal | 24,400,000 | 29,129,000 | |||||
Accretion of discount | 778,000 | 2,071,000 | |||||
Total relinquishment payments | 25,200,000 | $ 31,200,000 | |||||
Accrued relinquishment payments | $ 0 | $ 0 | $ 13,200,000 |
COWLITZ PROJECT (Details)
COWLITZ PROJECT (Details) - Related Party [Domain] $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2015Lease_Option | Jun. 30, 2013lawsuit | Mar. 31, 2013lawsuit | Jun. 30, 2015USD ($) | Sep. 30, 2014USD ($)gaming_facilitygaming_machinetable_game | Dec. 31, 2006a | |
Schedule of Long-term Development Projects [Line Items] | ||||||
Carrying value of land | $ 1,349,997 | $ 1,424,068 | ||||
Cowlitz Project | Salishan-Mohegan | ||||||
Schedule of Long-term Development Projects [Line Items] | ||||||
Development fee | 3.00% | |||||
Area of land purchased (in acres) | a | 152 | |||||
Term of management agreement | 7 years | |||||
Management fee | 24.00% | |||||
Number of authorized gaming facilities | gaming_facility | 2 | |||||
Number of authorized gaming machines, leasing | gaming_machine | 975 | |||||
Number of authorized gaming machines, operation | gaming_machine | 3,000 | |||||
Number of authorized table games, operation | table_game | 125 | |||||
Annual Rate | 10.00% | |||||
Number of claims dismissed | lawsuit | 2 | |||||
New claims filed | lawsuit | 2 | |||||
Operating leases, term of contract | 25 years | |||||
Operating leases, renewal term | 25 years | |||||
Operating Lease, Term, Number of Options to Extend 25 year Lease | Lease_Option | 2 | |||||
Land | Cowlitz Project | Salishan-Mohegan | ||||||
Schedule of Long-term Development Projects [Line Items] | ||||||
Carrying value of land | $ 20,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Sep. 30, 2014USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | segment | 2 | ||||
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 325,039 | $ 326,336 | $ 952,194 | $ 955,842 | |
Income (loss) from operations | 61,499 | 48,982 | 160,279 | 127,338 | |
Accretion of discount to the relinquishment liability | 0 | (552) | (227) | (1,654) | |
Interest income | 1,906 | 1,701 | 5,554 | 4,947 | |
Interest expense, net of capitalized interest | (35,660) | (36,426) | (107,692) | (111,692) | |
Loss on early extinguishment of debt | 0 | (2) | 0 | (62,277) | |
Other income (expense), net | (50) | 59 | (1,260) | (819) | |
Net income (loss) | 27,695 | 13,762 | 56,654 | (44,157) | |
Loss attributable to non-controlling interests | 439 | 130 | 1,278 | 421 | |
Net income (loss) attributable to Mohegan Tribal Gaming Authority | 28,134 | 13,892 | 57,932 | (43,736) | |
Capital expenditures incurred | 9,038 | 26,984 | |||
Total assets | 2,031,346 | 2,031,346 | $ 2,055,960 | ||
Mohegan Sun | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 246,840 | 248,866 | 732,903 | 734,277 | |
Income (loss) from operations | 54,557 | 47,088 | 148,573 | 127,459 | |
Capital expenditures incurred | 6,899 | 15,204 | |||
Total assets | 1,336,702 | 1,336,702 | 1,368,352 | ||
Mohegan Sun Pocono | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 77,932 | 77,194 | 218,456 | 220,863 | |
Income (loss) from operations | 12,842 | 9,936 | 31,423 | 26,555 | |
Capital expenditures incurred | 2,087 | 2,808 | |||
Total assets | 554,329 | 554,329 | 551,655 | ||
Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 1,540 | 1,549 | 4,654 | 3,780 | |
Income (loss) from operations | (5,900) | (8,042) | (19,717) | (26,676) | |
Capital expenditures incurred | 52 | 8,972 | |||
Total assets | 140,315 | 140,315 | $ 135,953 | ||
Intersegment Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | $ (1,273) | $ (1,273) | $ (3,819) | $ (3,078) |
SUPPLEMENTAL CONDENSED CONSOL39
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - Introduction (Details) | Jun. 30, 2015 |
Pocono Downs Subsidiaries | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
Mohegan Basketball Club, LLC | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
Mohegan Golf, LLC | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
Mohegan Ventures-Northwest, LLC | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
Mohegan Ventures Wisconsin, LLC | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
Wisconsin Tribal Gaming, LLC | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
MTGA Gaming, LLC | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
SUPPLEMENTAL CONDENSED CONSOL40
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - BALANCE SHEETS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | |||||
Current assets: | |||||||||||
Cash and cash equivalents | $ 70,160 | $ 49,108 | $ 71,658 | $ 63,624 | |||||||
Restricted cash | 4,786 | 675 | |||||||||
Receivables, net | 30,273 | 30,640 | |||||||||
Inventories | 15,516 | 14,544 | |||||||||
Other current assets | 17,977 | 16,997 | |||||||||
Total current assets | 138,712 | 111,964 | |||||||||
Non-current assets: | |||||||||||
Property and equipment, net | 1,349,997 | 1,424,068 | |||||||||
Goodwill | 39,459 | 39,459 | |||||||||
Other intangible assets, net | 406,856 | 405,109 | |||||||||
Other assets, net | 96,322 | 75,360 | |||||||||
Inter-company receivables | 0 | 0 | |||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Total assets | 2,031,346 | 2,055,960 | |||||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | 19,366 | 29,308 | |||||||||
Current portion of relinquishment liability | 0 | 25,194 | |||||||||
Due to Mohegan Tribe | 5,875 | 2,250 | |||||||||
Current portion of capital leases | 816 | 793 | |||||||||
Trade payables | 14,146 | 24,086 | |||||||||
Construction payables | 2,530 | 5,832 | |||||||||
Accrued interest payable | 28,718 | 8,659 | |||||||||
Other current liabilities | 146,735 | 127,175 | |||||||||
Total current liabilities | 218,186 | 223,297 | |||||||||
Non-current liabilities: | |||||||||||
Long-term debt, net of current portion | 1,635,288 | 1,675,958 | |||||||||
Due to Mohegan Tribe, net of current portion | 18,920 | 23,420 | |||||||||
Capital leases, net of current portion | 1,730 | 2,345 | |||||||||
Other long-term liabilities | 7,166 | 6,113 | |||||||||
Inter-company payables | 0 | 0 | |||||||||
Accumulated losses in excess of investment in subsidiaries | 0 | 0 | |||||||||
Total liabilities | 1,881,290 | 1,931,133 | |||||||||
Capital: | |||||||||||
Retained earnings | 150,490 | 125,058 | |||||||||
Mohegan Tribal Gaming Authority capital | 150,490 | 125,058 | |||||||||
Non-controlling interests | (434) | (231) | |||||||||
Total capital | 150,056 | $ 134,861 | 124,827 | 122,728 | $ 121,466 | 199,385 | |||||
Total liabilities and capital | 2,031,346 | 2,055,960 | |||||||||
Authority | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | 48,949 | 33,939 | 56,213 | 44,060 | |||||||
Restricted cash | 63 | 47 | |||||||||
Receivables, net | 25,337 | 27,537 | |||||||||
Inventories | 14,147 | 13,339 | |||||||||
Other current assets | 16,580 | 15,559 | |||||||||
Total current assets | 105,076 | 90,421 | |||||||||
Non-current assets: | |||||||||||
Property and equipment, net | 1,096,661 | 1,142,363 | |||||||||
Goodwill | 0 | 0 | |||||||||
Other intangible assets, net | 120,309 | 120,395 | |||||||||
Other assets, net | 24,869 | 28,625 | |||||||||
Inter-company receivables | 247,979 | 228,122 | |||||||||
Investment in subsidiaries | 316,094 | 325,651 | |||||||||
Total assets | 1,910,988 | 1,935,577 | |||||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | 18,757 | 28,893 | |||||||||
Current portion of relinquishment liability | 25,194 | ||||||||||
Due to Mohegan Tribe | 0 | 0 | |||||||||
Current portion of capital leases | 816 | 793 | |||||||||
Trade payables | 12,311 | 18,893 | |||||||||
Construction payables | 2,170 | 4,411 | |||||||||
Accrued interest payable | 25,347 | 5,725 | |||||||||
Other current liabilities | 107,025 | 90,684 | |||||||||
Total current liabilities | 166,426 | 174,593 | |||||||||
Non-current liabilities: | |||||||||||
Long-term debt, net of current portion | 1,589,963 | 1,630,958 | |||||||||
Due to Mohegan Tribe, net of current portion | 0 | 0 | |||||||||
Capital leases, net of current portion | 1,730 | 2,345 | |||||||||
Other long-term liabilities | 2,063 | 2,307 | |||||||||
Inter-company payables | 0 | 0 | |||||||||
Accumulated losses in excess of investment in subsidiaries | 0 | 0 | |||||||||
Total liabilities | 1,760,182 | 1,810,203 | |||||||||
Capital: | |||||||||||
Retained earnings | 150,806 | 125,374 | |||||||||
Mohegan Tribal Gaming Authority capital | 150,806 | 125,374 | |||||||||
Non-controlling interests | 0 | 0 | |||||||||
Total capital | 150,806 | 125,374 | |||||||||
Total liabilities and capital | 1,910,988 | 1,935,577 | |||||||||
Total Guarantor Subsidiaries | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | 20,123 | [1],[2] | 14,767 | [2],[3] | 11,897 | [4] | 18,655 | [4] | |||
Restricted cash | 4,316 | [1] | 628 | [3] | |||||||
Receivables, net | 4,347 | [1] | 2,637 | [3] | |||||||
Inventories | 1,369 | [1] | 1,205 | [3] | |||||||
Other current assets | 1,339 | [1] | 1,182 | [3] | |||||||
Total current assets | 31,494 | [1] | 20,419 | [3] | |||||||
Non-current assets: | |||||||||||
Property and equipment, net | 214,402 | [1] | 222,425 | [3] | |||||||
Goodwill | 39,459 | [1] | 39,459 | [3] | |||||||
Other intangible assets, net | 284,492 | [1] | 284,714 | [3] | |||||||
Other assets, net | 4,040 | [1] | 3,970 | [3] | |||||||
Inter-company receivables | 85,486 | [1] | 65,981 | [3] | |||||||
Investment in subsidiaries | 0 | [1] | 0 | [3] | |||||||
Total assets | 659,373 | [1] | 636,968 | [3] | |||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | 0 | [1] | 0 | [3] | |||||||
Current portion of relinquishment liability | [3] | 0 | |||||||||
Due to Mohegan Tribe | 0 | [1] | 0 | [3] | |||||||
Current portion of capital leases | 47 | [1] | 58 | [3] | |||||||
Trade payables | 1,787 | [1] | 5,181 | [3] | |||||||
Construction payables | 260 | [1] | 794 | [3] | |||||||
Accrued interest payable | 0 | [1] | 0 | [3] | |||||||
Other current liabilities | 37,875 | [1] | 29,504 | [3] | |||||||
Total current liabilities | 39,969 | [1] | 35,537 | [3] | |||||||
Non-current liabilities: | |||||||||||
Long-term debt, net of current portion | 0 | [1] | 0 | [3] | |||||||
Due to Mohegan Tribe, net of current portion | 0 | [1] | 0 | [3] | |||||||
Capital leases, net of current portion | 5,781 | [1] | 6,111 | [3] | |||||||
Other long-term liabilities | 0 | [1] | 0 | [3] | |||||||
Inter-company payables | 241,094 | [1] | 225,269 | [3] | |||||||
Accumulated losses in excess of investment in subsidiaries | 38,440 | [1] | 31,680 | [3] | |||||||
Total liabilities | 325,284 | [1] | 298,597 | [3] | |||||||
Capital: | |||||||||||
Retained earnings | 334,089 | [1] | 338,371 | [3] | |||||||
Mohegan Tribal Gaming Authority capital | 334,089 | [1] | 338,371 | [3] | |||||||
Non-controlling interests | 0 | [1] | 0 | [3] | |||||||
Total capital | 334,089 | [1] | 338,371 | [3] | |||||||
Total liabilities and capital | 659,373 | [1] | 636,968 | [3] | |||||||
Total Non-Guarantor Subsidiaries and Entities | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | 1,088 | [5],[6] | 402 | [6],[7] | 3,548 | [8] | 909 | [8] | |||
Restricted cash | 407 | [5] | 0 | [7] | |||||||
Receivables, net | 2,025 | [5] | 1,287 | [7] | |||||||
Inventories | 0 | [5] | 0 | [7] | |||||||
Other current assets | 58 | [5] | 256 | [7] | |||||||
Total current assets | 3,578 | [5] | 1,945 | [7] | |||||||
Non-current assets: | |||||||||||
Property and equipment, net | 38,934 | [5] | 59,280 | [7] | |||||||
Goodwill | 0 | [5] | 0 | [7] | |||||||
Other intangible assets, net | 2,055 | [5] | 0 | [7] | |||||||
Other assets, net | 73,387 | [5] | 49,077 | [7] | |||||||
Inter-company receivables | 44 | [5] | 0 | [7] | |||||||
Investment in subsidiaries | 0 | [5] | 0 | [7] | |||||||
Total assets | 117,998 | [5] | 110,302 | [7] | |||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | 609 | [5] | 415 | [7] | |||||||
Current portion of relinquishment liability | [7] | 0 | |||||||||
Due to Mohegan Tribe | 5,875 | [5] | 2,250 | [7] | |||||||
Current portion of capital leases | 0 | [5] | 0 | [7] | |||||||
Trade payables | 48 | [5] | 12 | [7] | |||||||
Construction payables | 100 | [5] | 627 | [7] | |||||||
Accrued interest payable | 3,371 | [5] | 2,934 | [7] | |||||||
Other current liabilities | 3,224 | [5] | 7,750 | [7] | |||||||
Total current liabilities | 13,227 | [5] | 13,988 | [7] | |||||||
Non-current liabilities: | |||||||||||
Long-term debt, net of current portion | 45,325 | [5] | 45,000 | [7] | |||||||
Due to Mohegan Tribe, net of current portion | 18,920 | [5] | 23,420 | [7] | |||||||
Capital leases, net of current portion | 0 | [5] | 0 | [7] | |||||||
Other long-term liabilities | 5,103 | [5] | 3,806 | [7] | |||||||
Inter-company payables | 92,415 | [5] | 68,834 | [7] | |||||||
Accumulated losses in excess of investment in subsidiaries | 0 | [5] | 0 | [7] | |||||||
Total liabilities | 174,990 | [5] | 155,048 | [7] | |||||||
Capital: | |||||||||||
Retained earnings | (57,390) | [5] | (44,746) | [7] | |||||||
Mohegan Tribal Gaming Authority capital | (57,390) | [5] | (44,746) | [7] | |||||||
Non-controlling interests | 398 | [5] | 0 | [7] | |||||||
Total capital | (56,992) | [5] | (44,746) | [7] | |||||||
Total liabilities and capital | 117,998 | [5] | 110,302 | [7] | |||||||
Consolidating/Eliminating Adjustments | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | |||||||
Restricted cash | 0 | 0 | |||||||||
Receivables, net | (1,436) | (821) | |||||||||
Inventories | 0 | 0 | |||||||||
Other current assets | 0 | 0 | |||||||||
Total current assets | (1,436) | (821) | |||||||||
Non-current assets: | |||||||||||
Property and equipment, net | 0 | 0 | |||||||||
Goodwill | 0 | 0 | |||||||||
Other intangible assets, net | 0 | 0 | |||||||||
Other assets, net | (5,974) | (6,312) | |||||||||
Inter-company receivables | (333,509) | (294,103) | |||||||||
Investment in subsidiaries | (316,094) | (325,651) | |||||||||
Total assets | (657,013) | (626,887) | |||||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | 0 | 0 | |||||||||
Current portion of relinquishment liability | 0 | ||||||||||
Due to Mohegan Tribe | 0 | 0 | |||||||||
Current portion of capital leases | (47) | (58) | |||||||||
Trade payables | 0 | 0 | |||||||||
Construction payables | 0 | 0 | |||||||||
Accrued interest payable | 0 | 0 | |||||||||
Other current liabilities | (1,389) | (763) | |||||||||
Total current liabilities | (1,436) | (821) | |||||||||
Non-current liabilities: | |||||||||||
Long-term debt, net of current portion | 0 | 0 | |||||||||
Due to Mohegan Tribe, net of current portion | 0 | 0 | |||||||||
Capital leases, net of current portion | (5,781) | (6,111) | |||||||||
Other long-term liabilities | 0 | 0 | |||||||||
Inter-company payables | (333,509) | (294,103) | |||||||||
Accumulated losses in excess of investment in subsidiaries | (38,440) | (31,680) | |||||||||
Total liabilities | (379,166) | (332,715) | |||||||||
Capital: | |||||||||||
Retained earnings | (277,015) | (293,941) | |||||||||
Mohegan Tribal Gaming Authority capital | (277,015) | (293,941) | |||||||||
Non-controlling interests | (832) | (231) | |||||||||
Total capital | (277,847) | (294,172) | |||||||||
Total liabilities and capital | $ (657,013) | $ (626,887) | |||||||||
[1] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||
[2] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||
[3] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||
[4] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||
[5] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||
[6] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||
[7] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||
[8] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
SUPPLEMENTAL CONDENSED CONSOL41
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2010 | ||||||
Revenues: | ||||||||||||
Gaming | $ 284,713 | $ 284,801 | $ 837,463 | $ 837,954 | ||||||||
Food and beverage | 23,021 | 23,273 | 66,811 | 68,605 | ||||||||
Hotel | 12,700 | 12,160 | 37,199 | 34,763 | ||||||||
Retail, entertainment and other | 29,825 | 31,542 | 82,231 | 87,065 | ||||||||
Gross revenues | 350,259 | 351,776 | 1,023,704 | 1,028,387 | ||||||||
Less-Promotional allowances | (25,220) | (25,440) | (71,510) | (72,545) | ||||||||
Net revenues | 325,039 | 326,336 | 952,194 | 955,842 | ||||||||
Operating costs and expenses: | ||||||||||||
Gaming | 164,229 | 171,533 | 485,994 | 513,574 | ||||||||
Food and beverage | 10,323 | 10,359 | 31,363 | 31,207 | ||||||||
Hotel | 3,788 | 3,950 | 10,767 | 11,744 | ||||||||
Retail, entertainment and other | 12,447 | 13,318 | 34,268 | 37,446 | ||||||||
Advertising, general and administrative | 46,522 | 48,929 | 140,946 | 143,740 | ||||||||
Corporate | 7,119 | 9,259 | 23,400 | 29,551 | ||||||||
Depreciation and amortization | 19,086 | 20,070 | 58,703 | 60,067 | ||||||||
(Gain) loss on disposition of assets | 26 | (64) | 845 | (12) | ||||||||
Severance | 0 | 0 | 3,370 | 0 | ||||||||
Impairment of Project Horizon | 0 | $ 2,500 | 0 | 2,502 | 0 | $ 5,000 | $ 58,100 | |||||
Relinquishment liability reassessment | 0 | 0 | (243) | 0 | ||||||||
Pre-opening | 0 | 0 | 0 | 1,187 | ||||||||
Total operating costs and expenses | 263,540 | 277,354 | 791,915 | 828,504 | ||||||||
Income from operations | 61,499 | 48,982 | 160,279 | 127,338 | ||||||||
Other income (expense): | ||||||||||||
Accretion of discount to the relinquishment liability | 0 | (552) | (227) | (1,654) | ||||||||
Interest income | 1,906 | 1,701 | 5,554 | 4,947 | ||||||||
Interest expense, net of capitalized interest | (35,660) | (36,426) | (107,692) | (111,692) | ||||||||
Loss on early extinguishment of debt | 0 | (2) | 0 | (62,277) | ||||||||
Loss on interests in subsidiaries | 0 | 0 | 0 | 0 | ||||||||
Other income (expense), net | (50) | 59 | (1,260) | (819) | ||||||||
Total other expense | (33,804) | (35,220) | (103,625) | (171,495) | ||||||||
Net income (loss) | 27,695 | 13,762 | 56,654 | (44,157) | ||||||||
Loss attributable to non-controlling interests | 439 | 130 | 1,278 | 421 | ||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | 28,134 | 13,892 | 57,932 | (43,736) | ||||||||
Authority | ||||||||||||
Revenues: | ||||||||||||
Gaming | 213,199 | 213,600 | 635,777 | 632,604 | ||||||||
Food and beverage | 15,378 | 15,512 | 45,708 | 46,881 | ||||||||
Hotel | 11,222 | 10,855 | 33,141 | 31,870 | ||||||||
Retail, entertainment and other | 24,556 | 24,888 | 71,169 | 75,835 | ||||||||
Gross revenues | 264,355 | 264,855 | 785,795 | 787,190 | ||||||||
Less-Promotional allowances | (19,386) | (18,959) | (55,536) | (56,186) | ||||||||
Net revenues | 244,969 | 245,896 | 730,259 | 731,004 | ||||||||
Operating costs and expenses: | ||||||||||||
Gaming | 113,712 | 120,236 | 341,772 | 364,858 | ||||||||
Food and beverage | 7,981 | 7,921 | 25,191 | 24,660 | ||||||||
Hotel | 3,517 | 3,809 | 10,248 | 11,435 | ||||||||
Retail, entertainment and other | 10,475 | 11,961 | 29,322 | 34,149 | ||||||||
Advertising, general and administrative | 37,970 | 39,261 | 116,711 | 117,579 | ||||||||
Corporate | 3,269 | 3,598 | 12,471 | 10,071 | ||||||||
Depreciation and amortization | 15,496 | 16,397 | 47,739 | 49,091 | ||||||||
(Gain) loss on disposition of assets | 26 | (66) | 843 | (15) | ||||||||
Severance | 3,244 | |||||||||||
Impairment of Project Horizon | 2,502 | |||||||||||
Relinquishment liability reassessment | (243) | |||||||||||
Pre-opening | 0 | |||||||||||
Total operating costs and expenses | 192,446 | 203,117 | 589,800 | 611,828 | ||||||||
Income from operations | 52,523 | 42,779 | 140,459 | 119,176 | ||||||||
Other income (expense): | ||||||||||||
Accretion of discount to the relinquishment liability | (552) | (227) | (1,654) | |||||||||
Interest income | 10 | 20 | 32 | 65 | ||||||||
Interest expense, net of capitalized interest | (23,563) | (23,953) | (71,260) | (73,242) | ||||||||
Loss on early extinguishment of debt | (2) | (62,277) | ||||||||||
Loss on interests in subsidiaries | (832) | (4,426) | (11,079) | (25,945) | ||||||||
Other income (expense), net | (4) | 26 | 7 | 141 | ||||||||
Total other expense | (24,389) | (28,887) | (82,527) | (162,912) | ||||||||
Net income (loss) | 28,134 | 13,892 | 57,932 | (43,736) | ||||||||
Loss attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | 28,134 | 13,892 | 57,932 | (43,736) | ||||||||
Total Guarantor Subsidiaries | ||||||||||||
Revenues: | ||||||||||||
Gaming | 71,514 | [1] | 71,201 | [2] | 201,686 | [3] | 205,350 | [4] | ||||
Food and beverage | 7,615 | [1] | 7,761 | [2] | 20,983 | [3] | 21,724 | [4] | ||||
Hotel | 1,478 | [1] | 1,305 | [2] | 4,058 | [3] | 2,893 | [4] | ||||
Retail, entertainment and other | 4,716 | [1] | 6,359 | [2] | 9,167 | [3] | 10,484 | [4] | ||||
Gross revenues | 85,323 | [1] | 86,626 | [2] | 235,894 | [3] | 240,451 | [4] | ||||
Less-Promotional allowances | (5,095) | [1] | (5,500) | [2] | (14,892) | [3] | (15,367) | [4] | ||||
Net revenues | 80,228 | [1] | 81,126 | [2] | 221,002 | [3] | 225,084 | [4] | ||||
Operating costs and expenses: | ||||||||||||
Gaming | 50,517 | [1] | 51,297 | [2] | 144,222 | [3] | 148,716 | [4] | ||||
Food and beverage | 2,342 | [1] | 2,438 | [2] | 6,172 | [3] | 6,547 | [4] | ||||
Hotel | 1,484 | [1] | 1,354 | [2] | 4,158 | [3] | 3,207 | [4] | ||||
Retail, entertainment and other | 2,027 | [1] | 2,309 | [2] | 3,653 | [3] | 4,251 | [4] | ||||
Advertising, general and administrative | 8,809 | [1] | 9,709 | [2] | 24,698 | [3] | 26,240 | [4] | ||||
Corporate | 0 | [1] | 0 | [2] | 0 | [3] | 0 | [4] | ||||
Depreciation and amortization | 3,306 | [1] | 3,420 | [2] | 10,113 | [3],[5] | 10,318 | [4],[6] | ||||
(Gain) loss on disposition of assets | 0 | [1] | 2 | [2] | 2 | [3] | 3 | [4] | ||||
Severance | [3] | 126 | ||||||||||
Impairment of Project Horizon | [3] | 0 | ||||||||||
Relinquishment liability reassessment | [3] | 0 | ||||||||||
Pre-opening | [4] | 1,187 | ||||||||||
Total operating costs and expenses | 68,485 | [1] | 70,529 | [2] | 193,144 | [3] | 200,469 | [4] | ||||
Income from operations | 11,743 | [1] | 10,597 | [2] | 27,858 | [3] | 24,615 | [4] | ||||
Other income (expense): | ||||||||||||
Accretion of discount to the relinquishment liability | 0 | [2] | 0 | [3],[5] | 0 | [4],[6] | ||||||
Interest income | 1,663 | [1] | 1,300 | [2] | 4,636 | [3] | 3,397 | [4] | ||||
Interest expense, net of capitalized interest | (9,956) | [1] | (10,392) | [2] | (30,055) | [3] | (32,597) | [4] | ||||
Loss on early extinguishment of debt | 0 | [2] | 0 | [4] | ||||||||
Loss on interests in subsidiaries | (1,819) | [1] | (5,022) | [2] | (6,760) | [3] | (17,439) | [4] | ||||
Other income (expense), net | 0 | [1] | 0 | [2] | 0 | [3] | 0 | [4] | ||||
Total other expense | (10,112) | [1] | (14,114) | [2] | (32,179) | [3] | (46,639) | [4] | ||||
Net income (loss) | 1,631 | [1] | (3,517) | [2] | (4,321) | [3],[5] | (22,024) | [4],[6] | ||||
Loss attributable to non-controlling interests | 0 | [1] | 0 | [2] | 0 | [3] | 0 | [4] | ||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | 1,631 | [1] | (3,517) | [2] | (4,321) | [3] | (22,024) | [4] | ||||
Total Non-Guarantor Subsidiaries and Entities | ||||||||||||
Revenues: | ||||||||||||
Gaming | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Food and beverage | 28 | [7] | 0 | [8] | 120 | [9] | 0 | [10] | ||||
Hotel | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Retail, entertainment and other | 1,826 | [7] | 1,568 | [8] | 5,714 | [9] | 3,824 | [10] | ||||
Gross revenues | 1,854 | [7] | 1,568 | [8] | 5,834 | [9] | 3,824 | [10] | ||||
Less-Promotional allowances | (6) | [7] | (6) | [8] | (9) | [9] | (15) | [10] | ||||
Net revenues | 1,848 | [7] | 1,562 | [8] | 5,825 | [9] | 3,809 | [10] | ||||
Operating costs and expenses: | ||||||||||||
Gaming | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Food and beverage | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Hotel | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Retail, entertainment and other | 678 | [7] | 0 | [8] | 2,366 | [9] | 0 | [10] | ||||
Advertising, general and administrative | 3,653 | [7] | 5,703 | [8] | 10,646 | [9] | 19,604 | [10] | ||||
Corporate | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Depreciation and amortization | 284 | [7] | 253 | [8] | 851 | [9],[11] | 658 | [10],[12] | ||||
(Gain) loss on disposition of assets | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Severance | [9] | 0 | ||||||||||
Impairment of Project Horizon | 0 | |||||||||||
Relinquishment liability reassessment | [11] | 0 | ||||||||||
Pre-opening | [10] | 0 | ||||||||||
Total operating costs and expenses | 4,615 | [7] | 5,956 | [8] | 13,863 | [9] | 20,262 | [10] | ||||
Income from operations | (2,767) | [7] | (4,394) | [8] | (8,038) | [9] | (16,453) | [10] | ||||
Other income (expense): | ||||||||||||
Accretion of discount to the relinquishment liability | 0 | [8] | 0 | [9],[11] | 0 | [10],[12] | ||||||
Interest income | 1,961 | [7] | 1,763 | [8] | 5,813 | [9] | 5,100 | [10] | ||||
Interest expense, net of capitalized interest | (3,869) | [7] | (3,463) | [8] | (11,304) | [9] | (9,468) | [10] | ||||
Loss on early extinguishment of debt | 0 | [8] | 0 | [10] | ||||||||
Loss on interests in subsidiaries | 0 | [7] | 0 | [8] | 0 | [9] | 0 | [10] | ||||
Other income (expense), net | (46) | [7] | 33 | [8] | (1,267) | [9] | (960) | [10] | ||||
Total other expense | (1,954) | [7] | (1,667) | [8] | (6,758) | [9] | (5,328) | [10] | ||||
Net income (loss) | (4,721) | [7] | (6,061) | [8] | (14,796) | [9],[11] | (21,781) | [10],[12] | ||||
Loss attributable to non-controlling interests | 217 | [7] | 0 | [8] | 677 | [9] | 0 | [10] | ||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | (4,504) | [7] | (6,061) | [8] | (14,119) | [9] | (21,781) | [10] | ||||
Consolidating/Eliminating Adjustments | ||||||||||||
Revenues: | ||||||||||||
Gaming | 0 | 0 | 0 | 0 | ||||||||
Food and beverage | 0 | 0 | 0 | 0 | ||||||||
Hotel | 0 | 0 | 0 | 0 | ||||||||
Retail, entertainment and other | (1,273) | (1,273) | (3,819) | (3,078) | ||||||||
Gross revenues | (1,273) | (1,273) | (3,819) | (3,078) | ||||||||
Less-Promotional allowances | (733) | (975) | (1,073) | (977) | ||||||||
Net revenues | (2,006) | (2,248) | (4,892) | (4,055) | ||||||||
Operating costs and expenses: | ||||||||||||
Gaming | 0 | 0 | 0 | 0 | ||||||||
Food and beverage | 0 | 0 | 0 | 0 | ||||||||
Hotel | (1,213) | (1,213) | (3,639) | (2,898) | ||||||||
Retail, entertainment and other | (733) | (952) | (1,073) | (954) | ||||||||
Advertising, general and administrative | (3,910) | (5,744) | (11,109) | (19,683) | ||||||||
Corporate | 3,850 | $ 5,661 | 10,929 | 19,480 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||
(Gain) loss on disposition of assets | 0 | 0 | 0 | |||||||||
Severance | 0 | |||||||||||
Impairment of Project Horizon | 0 | |||||||||||
Relinquishment liability reassessment | 0 | |||||||||||
Pre-opening | 0 | |||||||||||
Total operating costs and expenses | (2,006) | $ (2,248) | (4,892) | (4,055) | ||||||||
Income from operations | 0 | 0 | 0 | 0 | ||||||||
Other income (expense): | ||||||||||||
Accretion of discount to the relinquishment liability | 0 | 0 | 0 | |||||||||
Interest income | (1,728) | (1,382) | (4,927) | (3,615) | ||||||||
Interest expense, net of capitalized interest | 1,728 | 1,382 | 4,927 | 3,615 | ||||||||
Loss on early extinguishment of debt | 0 | 0 | ||||||||||
Loss on interests in subsidiaries | 2,651 | 9,448 | 17,839 | 43,384 | ||||||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||||||
Total other expense | 2,651 | 9,448 | 17,839 | 43,384 | ||||||||
Net income (loss) | 2,651 | 9,448 | 17,839 | 43,384 | ||||||||
Loss attributable to non-controlling interests | 222 | 130 | 601 | 421 | ||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ 2,873 | $ 9,578 | $ 18,440 | $ 43,805 | ||||||||
[1] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | |||||||||||
[2] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | |||||||||||
[3] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | |||||||||||
[4] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | |||||||||||
[5] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | |||||||||||
[6] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | |||||||||||
[7] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | |||||||||||
[8] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | |||||||||||
[9] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | |||||||||||
[10] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | |||||||||||
[11] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | |||||||||||
[12] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
SUPPLEMENTAL CONDENSED CONSOL42
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2010 | |||||||
Cash flows provided by (used in) operating activities: | |||||||||||||
Net income (loss) | $ 27,695 | $ 13,762 | $ 56,654 | $ (44,157) | |||||||||
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 19,086 | 20,070 | 58,703 | 60,067 | |||||||||
Relinquishment liability reassessment | 0 | 0 | (243) | 0 | |||||||||
Accretion of discount to the relinquishment liability | 0 | 552 | 227 | 1,654 | |||||||||
Cash paid for accretion of discount to the relinquishment liability | (778) | (2,071) | |||||||||||
Loss on early extinguishment of debt | 0 | 58,481 | |||||||||||
Payments of tender offer costs and discounts | 0 | (48,155) | |||||||||||
Amortization of debt issuance costs and accretion of bond discounts | 5,757 | 6,164 | |||||||||||
Provision for losses on receivables | 3,399 | 2,953 | |||||||||||
Impairment of Project Horizon | 0 | $ 2,500 | 0 | 2,502 | 0 | $ 5,000 | $ 58,100 | ||||||
(Gain) loss on disposition of assets | 845 | (12) | |||||||||||
Loss from unconsolidated affiliates | 1,302 | 794 | |||||||||||
Inter-company transactions | 0 | 0 | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Increase in receivables | (282) | (5,389) | |||||||||||
Increase in inventories | (972) | (1,713) | |||||||||||
Increase in other assets | (6,317) | (4,660) | |||||||||||
Increase (decrease) in trade payables | (9,803) | 7,671 | |||||||||||
Increase in accrued interest | 20,059 | 7,709 | |||||||||||
Increase in other liabilities | 13,430 | 8,987 | |||||||||||
Net cash flows provided by operating activities | 144,483 | 48,323 | |||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||
Purchases of property and equipment, including change in construction payables | (12,081) | (28,901) | |||||||||||
Issuance of third-party loans and advances | (2,201) | (1,392) | |||||||||||
Payments received on third-party loans | 117 | 606 | |||||||||||
(Increase) decrease in restricted cash, net | (782) | 14,150 | |||||||||||
Proceeds from asset sales | 1,577 | 105 | |||||||||||
Investments in the New England Black Wolves | (500) | 0 | |||||||||||
Investments in unconsolidated affiliates | 0 | (29) | |||||||||||
Inter-company transactions | 0 | 0 | |||||||||||
Net cash flows used in investing activities | (13,870) | (15,461) | |||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Repayments to Mohegan Tribe | (875) | (2,750) | |||||||||||
Repayments of other long-term debt | (9,900) | (191,088) | |||||||||||
Principal portion of relinquishment liability payments | (24,400) | (29,129) | |||||||||||
Distributions to Mohegan Tribe | (32,500) | (32,500) | |||||||||||
Payments of financing fees | 0 | (12,631) | |||||||||||
Payments on capital lease obligations | (726) | (1,709) | |||||||||||
Inter-company transactions | 0 | 0 | |||||||||||
Net cash flows used in financing activities | (109,561) | (24,828) | |||||||||||
Net increase in cash and cash equivalents | 21,052 | 8,034 | |||||||||||
Cash and cash equivalents at beginning of period | 49,108 | 63,624 | 63,624 | ||||||||||
Cash and cash equivalents at end of period | 70,160 | 71,658 | 70,160 | 71,658 | 49,108 | ||||||||
Credit Facility | Bank Credit Facility - Term | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | 0 | (393,000) | |||||||||||
Credit Facility | Prior Term Loan Facility | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | 0 | (222,103) | |||||||||||
Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 299,000 | 193,000 | |||||||||||
Credit facility/line of credit repayments | (328,000) | (173,000) | |||||||||||
Credit Facility | Senior Secured Credit Facility - Term Loan A | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | 124,343 | |||||||||||
Credit facility/line of credit repayments | (5,469) | (1,563) | |||||||||||
Credit Facility | Senior Secured Credit Facility - Term Loan B | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | 720,952 | |||||||||||
Credit facility/line of credit repayments | (3,650) | (3,650) | |||||||||||
Credit Facility | Line of Credit | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 332,124 | 258,415 | |||||||||||
Credit facility/line of credit repayments | (335,165) | (258,415) | |||||||||||
Authority | |||||||||||||
Cash flows provided by (used in) operating activities: | |||||||||||||
Net income (loss) | 28,134 | 13,892 | 57,932 | (43,736) | |||||||||
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 15,496 | 16,397 | 47,739 | 49,091 | |||||||||
Relinquishment liability reassessment | (243) | ||||||||||||
Accretion of discount to the relinquishment liability | 552 | 227 | 1,654 | ||||||||||
Cash paid for accretion of discount to the relinquishment liability | (778) | (2,071) | |||||||||||
Loss on early extinguishment of debt | 58,481 | ||||||||||||
Payments of tender offer costs and discounts | (48,155) | ||||||||||||
Amortization of debt issuance costs and accretion of bond discounts | 5,518 | 5,925 | |||||||||||
Provision for losses on receivables | 447 | 877 | |||||||||||
Impairment of Project Horizon | 2,502 | ||||||||||||
(Gain) loss on disposition of assets | 843 | (15) | |||||||||||
Loss from unconsolidated affiliates | 38 | (154) | |||||||||||
Inter-company transactions | (18,858) | (6,466) | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Increase in receivables | 1,856 | (3,409) | |||||||||||
Increase in inventories | (808) | (1,342) | |||||||||||
Increase in other assets | (876) | 992 | |||||||||||
Increase (decrease) in trade payables | (6,448) | 6,288 | |||||||||||
Increase in accrued interest | 19,622 | 9,114 | |||||||||||
Increase in other liabilities | 13,501 | 1,231 | |||||||||||
Net cash flows provided by operating activities | 122,214 | 28,305 | |||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||
Purchases of property and equipment, including change in construction payables | (8,799) | (14,680) | |||||||||||
Issuance of third-party loans and advances | 0 | 0 | |||||||||||
Payments received on third-party loans | 117 | 606 | |||||||||||
(Increase) decrease in restricted cash, net | (27) | 44 | |||||||||||
Proceeds from asset sales | 1,577 | 105 | |||||||||||
Investments in the New England Black Wolves | 0 | ||||||||||||
Investments in unconsolidated affiliates | 0 | ||||||||||||
Inter-company transactions | 8,558 | 19,812 | |||||||||||
Net cash flows used in investing activities | 1,426 | 5,887 | |||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Repayments to Mohegan Tribe | 0 | 0 | |||||||||||
Repayments of other long-term debt | (9,844) | (191,049) | |||||||||||
Principal portion of relinquishment liability payments | (24,400) | (29,129) | |||||||||||
Distributions to Mohegan Tribe | (32,500) | (32,500) | |||||||||||
Payments of financing fees | (12,631) | ||||||||||||
Payments on capital lease obligations | (726) | (1,709) | |||||||||||
Inter-company transactions | 0 | 0 | |||||||||||
Net cash flows used in financing activities | (108,630) | (22,039) | |||||||||||
Net increase in cash and cash equivalents | 15,010 | 12,153 | |||||||||||
Cash and cash equivalents at beginning of period | 33,939 | 44,060 | 44,060 | ||||||||||
Cash and cash equivalents at end of period | 48,949 | 56,213 | 48,949 | 56,213 | 33,939 | ||||||||
Authority | Credit Facility | Bank Credit Facility - Term | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | (393,000) | ||||||||||||
Authority | Credit Facility | Prior Term Loan Facility | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | (222,103) | ||||||||||||
Authority | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 299,000 | 193,000 | |||||||||||
Credit facility/line of credit repayments | (328,000) | (173,000) | |||||||||||
Authority | Credit Facility | Senior Secured Credit Facility - Term Loan A | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 124,343 | ||||||||||||
Credit facility/line of credit repayments | (5,469) | (1,563) | |||||||||||
Authority | Credit Facility | Senior Secured Credit Facility - Term Loan B | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 720,952 | ||||||||||||
Credit facility/line of credit repayments | (3,650) | (3,650) | |||||||||||
Authority | Credit Facility | Line of Credit | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 332,124 | 258,415 | |||||||||||
Credit facility/line of credit repayments | (335,165) | (258,415) | |||||||||||
Total Guarantor Subsidiaries | |||||||||||||
Cash flows provided by (used in) operating activities: | |||||||||||||
Net income (loss) | 1,631 | [1] | (3,517) | [2] | (4,321) | [3],[4] | (22,024) | [5],[6] | |||||
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 3,306 | [1] | 3,420 | [2] | 10,113 | [3],[4] | 10,318 | [5],[6] | |||||
Relinquishment liability reassessment | [4] | 0 | |||||||||||
Accretion of discount to the relinquishment liability | 0 | [2] | 0 | [3],[4] | 0 | [5],[6] | |||||||
Cash paid for accretion of discount to the relinquishment liability | 0 | [3] | 0 | [5] | |||||||||
Loss on early extinguishment of debt | [5] | 0 | |||||||||||
Payments of tender offer costs and discounts | [5] | 0 | |||||||||||
Amortization of debt issuance costs and accretion of bond discounts | 0 | [3] | 0 | [5] | |||||||||
Provision for losses on receivables | 270 | [3] | 183 | [5] | |||||||||
Impairment of Project Horizon | [4] | 0 | |||||||||||
(Gain) loss on disposition of assets | 2 | [3] | 3 | [5] | |||||||||
Loss from unconsolidated affiliates | 0 | [3] | 0 | [5] | |||||||||
Inter-company transactions | 31,889 | [3] | 46,421 | [5] | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Increase in receivables | (1,980) | [3] | (1,849) | [5] | |||||||||
Increase in inventories | (164) | [3] | (371) | [5] | |||||||||
Increase in other assets | (237) | [3] | (229) | [5] | |||||||||
Increase (decrease) in trade payables | (3,394) | [3] | 1,382 | [5] | |||||||||
Increase in accrued interest | 0 | [3] | 0 | [5] | |||||||||
Increase in other liabilities | 5,399 | [3] | 2,562 | [5] | |||||||||
Net cash flows provided by operating activities | 37,577 | [3] | 36,396 | [5] | |||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||
Purchases of property and equipment, including change in construction payables | (2,698) | [3] | (3,382) | [5] | |||||||||
Issuance of third-party loans and advances | 0 | [3] | 0 | [5] | |||||||||
Payments received on third-party loans | 0 | [3] | 0 | [5] | |||||||||
(Increase) decrease in restricted cash, net | (716) | [3] | 2,063 | [5] | |||||||||
Proceeds from asset sales | 0 | [3] | 0 | [5] | |||||||||
Investments in the New England Black Wolves | [3] | 0 | |||||||||||
Investments in unconsolidated affiliates | [5] | 0 | |||||||||||
Inter-company transactions | (14,915) | [3] | (21,079) | [5] | |||||||||
Net cash flows used in investing activities | (18,329) | [3] | (22,398) | [5] | |||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Repayments to Mohegan Tribe | 0 | [3] | 0 | [5] | |||||||||
Repayments of other long-term debt | 0 | [3] | 0 | [5] | |||||||||
Principal portion of relinquishment liability payments | 0 | [3] | 0 | [5] | |||||||||
Distributions to Mohegan Tribe | 0 | [3] | 0 | [5] | |||||||||
Payments of financing fees | [5] | 0 | |||||||||||
Payments on capital lease obligations | (37) | [3] | (28) | [5] | |||||||||
Inter-company transactions | (13,855) | [3] | (20,728) | [5] | |||||||||
Net cash flows used in financing activities | (13,892) | [3] | (20,756) | [5] | |||||||||
Net increase in cash and cash equivalents | 5,356 | [3] | (6,758) | [5] | |||||||||
Cash and cash equivalents at beginning of period | 14,767 | [3],[7] | 18,655 | [5] | 18,655 | [5] | |||||||
Cash and cash equivalents at end of period | 20,123 | [3],[8] | 11,897 | [5] | 20,123 | [3],[8] | 11,897 | [5] | 14,767 | [3],[7] | |||
Total Guarantor Subsidiaries | Credit Facility | Bank Credit Facility - Term | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | [5] | 0 | |||||||||||
Total Guarantor Subsidiaries | Credit Facility | Prior Term Loan Facility | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | [5] | 0 | |||||||||||
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | [3] | 0 | [5] | |||||||||
Credit facility/line of credit repayments | 0 | [3] | 0 | [5] | |||||||||
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Term Loan A | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | [5] | 0 | |||||||||||
Credit facility/line of credit repayments | 0 | [3] | 0 | [5] | |||||||||
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Term Loan B | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | [5] | 0 | |||||||||||
Credit facility/line of credit repayments | 0 | [3] | 0 | [5] | |||||||||
Total Guarantor Subsidiaries | Credit Facility | Line of Credit | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | [3] | 0 | [5] | |||||||||
Credit facility/line of credit repayments | 0 | [3] | 0 | [5] | |||||||||
Total Non-Guarantor Subsidiaries and Entities | |||||||||||||
Cash flows provided by (used in) operating activities: | |||||||||||||
Net income (loss) | (4,721) | [9] | (6,061) | [10] | (14,796) | [11],[12] | (21,781) | [13],[14] | |||||
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 284 | [9] | 253 | [10] | 851 | [11],[12] | 658 | [13],[14] | |||||
Relinquishment liability reassessment | [11] | 0 | |||||||||||
Accretion of discount to the relinquishment liability | 0 | [10] | 0 | [11],[12] | 0 | [13],[14] | |||||||
Cash paid for accretion of discount to the relinquishment liability | 0 | [11] | 0 | [13] | |||||||||
Loss on early extinguishment of debt | [13] | 0 | |||||||||||
Payments of tender offer costs and discounts | [13] | 0 | |||||||||||
Amortization of debt issuance costs and accretion of bond discounts | 239 | [11] | 239 | [13] | |||||||||
Provision for losses on receivables | 2,682 | [11] | 1,893 | [13] | |||||||||
Impairment of Project Horizon | 0 | ||||||||||||
(Gain) loss on disposition of assets | 0 | [11] | 0 | [13] | |||||||||
Loss from unconsolidated affiliates | 1,264 | [11] | 948 | [13] | |||||||||
Inter-company transactions | 4,800 | [11] | 3,423 | [13] | |||||||||
Changes in operating assets and liabilities: | |||||||||||||
Increase in receivables | (810) | [11] | (688) | [13] | |||||||||
Increase in inventories | 0 | [11] | 0 | [13] | |||||||||
Increase in other assets | (5,170) | [11] | (5,387) | [13] | |||||||||
Increase (decrease) in trade payables | 39 | [11] | 1 | [13] | |||||||||
Increase in accrued interest | 437 | [11] | (1,405) | [13] | |||||||||
Increase in other liabilities | (4,844) | [11] | 5,749 | [13] | |||||||||
Net cash flows provided by operating activities | (15,308) | [11] | (16,350) | [13] | |||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||
Purchases of property and equipment, including change in construction payables | (584) | [11] | (10,839) | [13] | |||||||||
Issuance of third-party loans and advances | (2,201) | [11] | (1,392) | [13] | |||||||||
Payments received on third-party loans | 0 | [11] | 0 | [13] | |||||||||
(Increase) decrease in restricted cash, net | (39) | [11] | 12,043 | [13] | |||||||||
Proceeds from asset sales | 0 | [11] | 0 | [13] | |||||||||
Investments in the New England Black Wolves | [11] | (500) | |||||||||||
Investments in unconsolidated affiliates | [13] | (29) | |||||||||||
Inter-company transactions | 37 | [11] | 0 | [13] | |||||||||
Net cash flows used in investing activities | (3,287) | [11] | (217) | [13] | |||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Repayments to Mohegan Tribe | (875) | [11] | (2,750) | [13] | |||||||||
Repayments of other long-term debt | (56) | [11] | (39) | [13] | |||||||||
Principal portion of relinquishment liability payments | 0 | [11] | 0 | [13] | |||||||||
Distributions to Mohegan Tribe | 0 | [11] | 0 | [13] | |||||||||
Payments of financing fees | [13] | 0 | |||||||||||
Payments on capital lease obligations | 0 | [11] | 0 | [13] | |||||||||
Inter-company transactions | 20,212 | [11] | 21,995 | [13] | |||||||||
Net cash flows used in financing activities | 19,281 | [11] | 19,206 | [13] | |||||||||
Net increase in cash and cash equivalents | 686 | [11] | 2,639 | [13] | |||||||||
Cash and cash equivalents at beginning of period | 402 | [11],[15] | 909 | [13] | 909 | [13] | |||||||
Cash and cash equivalents at end of period | 1,088 | [11],[16] | 3,548 | [13] | 1,088 | [11],[16] | 3,548 | [13] | 402 | [11],[15] | |||
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Bank Credit Facility - Term | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | [13] | 0 | |||||||||||
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Prior Term Loan Facility | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | [13] | 0 | |||||||||||
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | [11] | 0 | [13] | |||||||||
Credit facility/line of credit repayments | 0 | [11] | 0 | [13] | |||||||||
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Term Loan A | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | [13] | 0 | |||||||||||
Credit facility/line of credit repayments | 0 | [11] | 0 | [13] | |||||||||
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Term Loan B | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | [13] | 0 | |||||||||||
Credit facility/line of credit repayments | 0 | [11] | 0 | [13] | |||||||||
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Line of Credit | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | [11] | 0 | [13] | |||||||||
Credit facility/line of credit repayments | 0 | [11] | 0 | [13] | |||||||||
Consolidating/Eliminating Adjustments | |||||||||||||
Cash flows provided by (used in) operating activities: | |||||||||||||
Net income (loss) | 2,651 | $ 9,448 | 17,839 | 43,384 | |||||||||
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||||
Relinquishment liability reassessment | 0 | ||||||||||||
Accretion of discount to the relinquishment liability | $ 0 | 0 | 0 | ||||||||||
Cash paid for accretion of discount to the relinquishment liability | 0 | 0 | |||||||||||
Loss on early extinguishment of debt | 0 | ||||||||||||
Payments of tender offer costs and discounts | 0 | ||||||||||||
Amortization of debt issuance costs and accretion of bond discounts | 0 | 0 | |||||||||||
Provision for losses on receivables | 0 | 0 | |||||||||||
Impairment of Project Horizon | 0 | ||||||||||||
(Gain) loss on disposition of assets | 0 | 0 | |||||||||||
Loss from unconsolidated affiliates | 0 | 0 | |||||||||||
Inter-company transactions | (17,831) | (43,378) | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||
Increase in receivables | 652 | 557 | |||||||||||
Increase in inventories | 0 | 0 | |||||||||||
Increase in other assets | (34) | (36) | |||||||||||
Increase (decrease) in trade payables | 0 | 0 | |||||||||||
Increase in accrued interest | 0 | 0 | |||||||||||
Increase in other liabilities | (626) | (555) | |||||||||||
Net cash flows provided by operating activities | 0 | (28) | |||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||
Purchases of property and equipment, including change in construction payables | 0 | 0 | |||||||||||
Issuance of third-party loans and advances | 0 | 0 | |||||||||||
Payments received on third-party loans | 0 | 0 | |||||||||||
(Increase) decrease in restricted cash, net | 0 | 0 | |||||||||||
Proceeds from asset sales | 0 | 0 | |||||||||||
Investments in the New England Black Wolves | 0 | ||||||||||||
Investments in unconsolidated affiliates | 0 | ||||||||||||
Inter-company transactions | 6,320 | 1,267 | |||||||||||
Net cash flows used in investing activities | 6,320 | 1,267 | |||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Repayments to Mohegan Tribe | 0 | 0 | |||||||||||
Repayments of other long-term debt | 0 | 0 | |||||||||||
Principal portion of relinquishment liability payments | 0 | 0 | |||||||||||
Distributions to Mohegan Tribe | 0 | 0 | |||||||||||
Payments of financing fees | 0 | ||||||||||||
Payments on capital lease obligations | 37 | 28 | |||||||||||
Inter-company transactions | (6,357) | (1,267) | |||||||||||
Net cash flows used in financing activities | (6,320) | (1,239) | |||||||||||
Net increase in cash and cash equivalents | 0 | 0 | |||||||||||
Cash and cash equivalents at beginning of period | 0 | 0 | 0 | ||||||||||
Cash and cash equivalents at end of period | $ 0 | $ 0 | 0 | 0 | $ 0 | ||||||||
Consolidating/Eliminating Adjustments | Credit Facility | Bank Credit Facility - Term | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | 0 | ||||||||||||
Consolidating/Eliminating Adjustments | Credit Facility | Prior Term Loan Facility | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit repayments | 0 | ||||||||||||
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018 | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | 0 | |||||||||||
Credit facility/line of credit repayments | 0 | 0 | |||||||||||
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Term Loan A | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | ||||||||||||
Credit facility/line of credit repayments | 0 | 0 | |||||||||||
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Term Loan B | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | ||||||||||||
Credit facility/line of credit repayments | 0 | 0 | |||||||||||
Consolidating/Eliminating Adjustments | Credit Facility | Line of Credit | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||
Credit facility/line of credit borrowings | 0 | 0 | |||||||||||
Credit facility/line of credit repayments | $ 0 | $ 0 | |||||||||||
[1] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[2] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[3] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[4] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[5] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[6] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[7] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[8] | Includes the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. | ||||||||||||
[9] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[10] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[11] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[12] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[13] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[14] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[15] | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. | ||||||||||||
[16] | Includes Mohegan Lacrosse, MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | Aug. 11, 2015USD ($)$ / unit | Jul. 16, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Credit Facility | Senior Secured Credit Facility - Term Loan B | ||||
Subsequent Event [Line Items] | ||||
Increase in credit borrowings | $ 0 | $ 720,952 | ||
Prepayment on line of credit | $ 3,650 | $ 3,650 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Amount outstanding | $ 100,200 | |||
Amount redeemed | $ 175,000 | |||
Redemption price per unit (usd per unit) | $ / unit | 1,053.47 | |||
Percentage of outstanding debt redeemed | 100.00% | |||
Subsequent Event | Credit Facility | Senior Secured Credit Facility - Term Loan B | ||||
Subsequent Event [Line Items] | ||||
Increase in credit borrowings | $ 90,000 | |||
Subsequent Event | Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes | ||||
Subsequent Event [Line Items] | ||||
Proceeds from private placement | 85,000 | |||
Amount outstanding | $ 585,000 | |||
Subsequent Event | Downs Lodging, LLC | Credit Facility | Downs Lodging Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Prepayment on line of credit | $ 4,500 |