UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM 10-Q
_____________________________________
|
| |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019
OR
|
| |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 033-80655
__________________________________________
MOHEGAN TRIBAL GAMING AUTHORITY
(Exact name of registrant as specified in its charter)
__________________________________________
|
| | |
| Not Applicable | | 06-1436334 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | |
| One Mohegan Sun Boulevard, Uncasville, CT | | 06382 |
| (Address of principal executive offices) | | (Zip Code) |
(860) 862-8000
(Registrant’s telephone number, including area code)
___________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x*
|
| |
| * | The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months had it been subject to such filing requirements. |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
| |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer x | Smaller reporting company o |
Emerging growth company o | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | None | | None |
MOHEGAN TRIBAL GAMING AUTHORITY
INDEX TO FORM 10-Q
|
| | |
| | | Page Number |
| PART I. | | |
| Item 1. | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| Item 2. | | |
| | | |
| Item 3. | | |
| | | |
| Item 4. | | |
| | | |
| PART II. | | |
| | | |
| Item 1. | | |
| | | |
| Item 1A. | | |
| | | |
| Item 6. | | |
| | | |
| Signatures. | | |
PART I. FINANCIAL INFORMATION
| |
| Item 1. | Financial Statements |
MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
|
| | | | | | | |
| | March 31, 2019 | | September 30, 2018 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 91,396 |
| | $ | 103,944 |
|
| Restricted cash and cash equivalents | 1,314 |
| | 1,036 |
|
| Accounts receivable, net of allowance for doubtful accounts of $11,477 and $12,265, respectively | 43,711 |
| | 44,532 |
|
| Inventories | 14,772 |
| | 15,357 |
|
| Notes receivable | 7,689 |
| | 109,859 |
|
| Other current assets | 27,156 |
| | 22,129 |
|
| Total current assets | 186,038 |
| | 296,857 |
|
| Restricted cash and cash equivalents | 200,105 |
| | 129,646 |
|
| Property and equipment, net | 1,363,037 |
| | 1,395,369 |
|
| Goodwill | 39,459 |
| | 39,459 |
|
| Other intangible assets, net | 424,023 |
| | 403,495 |
|
| Notes receivable | — |
| | 1,857 |
|
| Other assets, net | 43,881 |
| | 45,436 |
|
| Total assets | $ | 2,256,543 |
| | $ | 2,312,119 |
|
| LIABILITIES AND CAPITAL | | | |
| Current liabilities: | | | |
| Current portion of long-term debt | $ | 76,809 |
| | $ | 73,232 |
|
| Trade payables | 16,367 |
| | 14,704 |
|
| Accrued payroll | 45,849 |
| | 54,380 |
|
| Construction payables | 12,808 |
| | 10,747 |
|
| Accrued interest payable | 19,588 |
| | 19,418 |
|
| Other current liabilities | 165,741 |
| | 123,303 |
|
| Total current liabilities | 337,162 |
| | 295,784 |
|
| Long-term debt, net of current portion | 1,711,341 |
| | 1,740,923 |
|
| Other long-term liabilities | 19,313 |
| | 4,618 |
|
| Total liabilities | 2,067,816 |
| | 2,041,325 |
|
| Commitments and Contingencies |
|
| |
|
|
| Capital: | | | |
| Retained earnings | 174,053 |
| | 250,707 |
|
| Accumulated other comprehensive income | 7,016 |
| | 11,062 |
|
| Total capital attributable to Mohegan Tribal Gaming Authority | 181,069 |
| | 261,769 |
|
| Non-controlling interests | 7,658 |
| | 9,025 |
|
| Total capital | 188,727 |
| | 270,794 |
|
| Total liabilities and capital | $ | 2,256,543 |
| | $ | 2,312,119 |
|
On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | |
| | For the | | For the | | For the | | For the |
| | Three Months Ended | | Three Months Ended | | Six Months Ended | | Six Months Ended |
| | March 31, 2019 | | March 31, 2018 | | March 31, 2019 | | March 31, 2018 |
| Revenues: | | | | | | | |
| Gaming | $ | 211,819 |
| | $ | 288,735 |
| | $ | 433,754 |
| | $ | 575,741 |
|
| Food and beverage | 33,508 |
| | 21,170 |
| | 68,314 |
| | 42,990 |
|
| Hotel | 22,005 |
| | 14,957 |
| | 44,982 |
| | 29,864 |
|
| Retail, entertainment and other | 40,365 |
| | 29,849 |
| | 80,147 |
| | 62,737 |
|
| Gross revenues | 307,697 |
| | 354,711 |
| | 627,197 |
| | 711,332 |
|
| Less-Promotional allowances | — |
| | (22,694 | ) | | — |
| | (47,831 | ) |
| Net revenues | 307,697 |
| | 332,017 |
| | 627,197 |
| | 663,501 |
|
| Operating costs and expenses: | | | | | | | |
| Gaming, including related party transactions of $702, $1,137, $1,404 and $2,504, respectively | 125,970 |
| | 161,801 |
| | 254,634 |
| | 326,116 |
|
| Food and beverage | 26,084 |
| | 10,180 |
| | 52,531 |
| | 20,369 |
|
| Hotel, including related party transactions of $2,161, $2,161, $4,322 and $4,501, respectively | 10,026 |
| | 6,647 |
| | 19,829 |
| | 13,652 |
|
| Retail, entertainment and other | 19,507 |
| | 9,589 |
| | 40,269 |
| | 21,206 |
|
| Advertising, general and administrative, including related party transactions of $11,484, $10,807, $22,816 and $21,387, respectively | 47,112 |
| | 49,595 |
| | 96,130 |
| | 99,972 |
|
| Corporate, including related party transactions of $1,437, $1,567, $2,834 and $3,272, respectively | 12,464 |
| | 14,090 |
| | 24,889 |
| | 26,243 |
|
| Depreciation and amortization | 42,782 |
| | 19,828 |
| | 69,872 |
| | 40,035 |
|
| Other, net | 1,526 |
| | 4,215 |
| | 3,447 |
| | 4,836 |
|
| Total operating costs and expenses | 285,471 |
| | 275,945 |
| | 561,601 |
| | 552,429 |
|
| Income from operations | 22,226 |
| | 56,072 |
| | 65,596 |
| | 111,072 |
|
| Other income (expense): | | | | | | | |
| Interest income | 1,051 |
| | 3,877 |
| | 4,490 |
| | 7,746 |
|
| Interest expense | (35,132 | ) | | (30,806 | ) | | (71,142 | ) | | (59,142 | ) |
| Other, net | (429 | ) | | (724 | ) | | (520 | ) | | (2,567 | ) |
| Total other expense | (34,510 | ) | | (27,653 | ) | | (67,172 | ) | | (53,963 | ) |
| Net income (loss) | (12,284 | ) | | 28,419 |
| | (1,576 | ) | | 57,109 |
|
| (Income) loss attributable to non-controlling interests | (74 | ) | | 189 |
| | (160 | ) | | 708 |
|
| Net income (loss) attributable to Mohegan Tribal Gaming Authority | (12,358 | ) | | 28,608 |
| | (1,736 | ) | | 57,817 |
|
| Comprehensive income (loss): | | | | | | | |
| Foreign currency translation adjustment | (6,204 | ) | | 1,460 |
| | (4,305 | ) | | 16,207 |
|
| Other | 44 |
| | — |
| | 44 |
| | — |
|
| Other comprehensive income (loss) | (6,160 | ) | | 1,460 |
| | (4,261 | ) | | 16,207 |
|
| Other comprehensive (income) loss attributable to non-controlling interests | 310 |
| | (708 | ) | | 215 |
| | (9,026 | ) |
| Other comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority | (5,850 | ) | | 752 |
| | (4,046 | ) | | 7,181 |
|
| Comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority | $ | (18,208 | ) | | $ | 29,360 |
| | $ | (5,782 | ) | | $ | 64,998 |
|
On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | |
| | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total Capital Attributable to Mohegan Tribal Gaming Authority | | Non-controlling Interests | | Total Capital |
| Balance, December 31, 2018 | $ | 203,255 |
| | $ | 12,866 |
| | $ | 216,121 |
| | $ | 13,780 |
| | $ | 229,901 |
|
| Net income (loss) | (12,358 | ) | | — |
| | (12,358 | ) | | 74 |
| | (12,284 | ) |
| Foreign currency translation adjustment | — |
| | (5,894 | ) | | (5,894 | ) | | (310 | ) | | (6,204 | ) |
| Distributions to Mohegan Tribe | (12,000 | ) | | — |
| | (12,000 | ) | | — |
| | (12,000 | ) |
Distributions to Mohegan Tribe related to the Cowlitz Project
| (730 | ) | | — |
| | (730 | ) | | — |
| | (730 | ) |
| Redemption of Mohegan Tribe membership interest in the Cowlitz Project | (4,114 | ) | | — |
| | (4,114 | ) | | (5,886 | ) | | (10,000 | ) |
| Other | — |
| | 44 |
| | 44 |
| | — |
| | 44 |
|
| Balance, March 31, 2019 | $ | 174,053 |
| | $ | 7,016 |
| | $ | 181,069 |
| | $ | 7,658 |
| | $ | 188,727 |
|
| | | | | | | | | | |
| Balance, September 30, 2018 | $ | 250,707 |
| | $ | 11,062 |
| | $ | 261,769 |
| | $ | 9,025 |
| | $ | 270,794 |
|
| Cumulative-effect adjustment for the adoption of ASC 606 "Revenue from Contracts with Customers" | (41,575 | ) | | — |
| | (41,575 | ) | | — |
| | (41,575 | ) |
| Net income (loss) | (1,736 | ) | | — |
| | (1,736 | ) | | 160 |
| | (1,576 | ) |
| Foreign currency translation adjustment | — |
| | (4,090 | ) | | (4,090 | ) | | (215 | ) | | (4,305 | ) |
| Distributions to Mohegan Tribe | (24,000 | ) | | — |
| | (24,000 | ) | | — |
| | (24,000 | ) |
Distributions to Mohegan Tribe related to the Cowlitz Project
| (730 | ) | | — |
| | (730 | ) | | — |
| | (730 | ) |
| Redemption of Mohegan Tribe membership interest in the Cowlitz Project | (4,114 | ) | | — |
| | (4,114 | ) | | (5,886 | ) | | (10,000 | ) |
| Redemption of membership interest related to the New England Black Wolves franchise | (4,499 | ) | | — |
| | (4,499 | ) | | 4,574 |
| | 75 |
|
| Other | — |
| | 44 |
| | 44 |
| | — |
| | 44 |
|
| Balance, March 31, 2019 | $ | 174,053 |
| | $ | 7,016 |
| | $ | 181,069 |
| | $ | 7,658 |
| | $ | 188,727 |
|
| | | | | | | | | | |
| Balance, December 31, 2017 | $ | 213,464 |
| | $ | 7,554 |
| | $ | 221,018 |
| | $ | 119,198 |
| | $ | 340,216 |
|
| Net income (loss) | 28,608 |
| | — |
| | 28,608 |
| | (189 | ) | | 28,419 |
|
| Foreign currency translation adjustment | — |
| | 752 |
| | 752 |
| | 708 |
| | 1,460 |
|
| Share redemption related to Project Inspire | — |
| | — |
| | — |
| | (6,147 | ) | | (6,147 | ) |
| Distributions to Mohegan Tribe | (12,000 | ) | | — |
| | (12,000 | ) | | — |
| | (12,000 | ) |
Distributions to Mohegan Tribe related to the Cowlitz Project
| (150 | ) | | — |
| | (150 | ) | | — |
| | (150 | ) |
| Balance, March 31, 2018 | $ | 229,922 |
| | $ | 8,306 |
| | $ | 238,228 |
| | $ | 113,570 |
| | $ | 351,798 |
|
| | | | | | | | | | |
| Balance, September 30, 2017 | $ | 196,645 |
| | $ | 1,125 |
| | $ | 197,770 |
| | $ | 111,399 |
| | $ | 309,169 |
|
| Net income (loss) | 57,817 |
| | — |
| | 57,817 |
| | (708 | ) | | 57,109 |
|
| Foreign currency translation adjustment | — |
| | 7,181 |
| | 7,181 |
| | 9,026 |
| | 16,207 |
|
| Share redemption related to Project Inspire | — |
| | — |
| | — |
| | (6,147 | ) | | (6,147 | ) |
| Distributions to Mohegan Tribe | (24,000 | ) | | — |
| | (24,000 | ) | | — |
| | (24,000 | ) |
Distributions to Mohegan Tribe related to the Cowlitz Project
| (540 | ) | | — |
| | (540 | ) | | — |
| | (540 | ) |
| Balance, March 31, 2018 | $ | 229,922 |
| | $ | 8,306 |
| | $ | 238,228 |
| | $ | 113,570 |
| | $ | 351,798 |
|
On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited) |
| | | | | | | |
| | For the Six Months Ended | | For the Six Months Ended |
| | March 31, 2019 | | March 31, 2018 |
| Cash flows provided by operating activities: | | | |
| Net income (loss) | $ | (1,576 | ) | | $ | 57,109 |
|
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | | | |
| Depreciation and amortization | 69,872 |
| | 40,035 |
|
| Accretion of discounts | 523 |
| | 1,798 |
|
| Amortization of discounts and debt issuance costs | 9,663 |
| | 6,227 |
|
| Provision for losses on receivables | 490 |
| | 1,774 |
|
| Other, net | (357 | ) | | 940 |
|
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | 304 |
| | 7,871 |
|
| Accrued interest on notes receivable related to the Cowlitz Project | 72,001 |
| | (6,173 | ) |
| Inventories | 585 |
| | (10 | ) |
| Other assets | (4,921 | ) | | (7,166 | ) |
| Trade payables | 1,663 |
| | (4,269 | ) |
| Accrued interest payable | 170 |
| | 3 |
|
| Other liabilities | (4,309 | ) | | 5,645 |
|
| Net cash flows provided by operating activities | 144,108 |
| | 103,784 |
|
| Cash flows used in investing activities: | | | |
| Purchases of property and equipment | (36,364 | ) | | (83,667 | ) |
| Proceeds from notes receivable related to the Cowlitz Project | 32,026 |
| | — |
|
| Other, net | (1,205 | ) | | (3,806 | ) |
| Net cash flows used in investing activities | (5,543 | ) | | (87,473 | ) |
| Cash flows used in financing activities: | | | |
| Senior secured credit facility borrowings - revolving and line of credit | 641,230 |
| | 651,569 |
|
| Senior secured credit facility repayments - revolving and line of credit | (652,230 | ) | | (590,005 | ) |
Senior secured credit facility repayments - term loans A and B
| (37,715 | ) | | (67,206 | ) |
| Other borrowings | 11,335 |
| | 9,200 |
|
| Other repayments | (2,784 | ) | | (138 | ) |
| Distributions to Mohegan Tribe | (24,000 | ) | | (24,000 | ) |
Distributions to Mohegan Tribe related to the Cowlitz Project
| (730 | ) | | (540 | ) |
| Redemption of Mohegan Tribe membership interest in the Cowlitz Project | (10,000 | ) | | — |
|
| Other, net | (1,776 | ) | | (19 | ) |
| Net cash flows used in financing activities | (76,670 | ) | | (21,139 | ) |
| Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 61,895 |
| | (4,828 | ) |
| Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents | (3,706 | ) | | 11,611 |
|
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 234,626 |
| | 239,056 |
|
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | 292,815 |
| | $ | 245,839 |
|
| Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets: | | | |
| Cash and cash equivalents | $ | 91,396 |
| | $ | 101,060 |
|
Restricted cash and cash equivalents, current
| 1,314 |
| | 1,339 |
|
Restricted cash and cash equivalents, non-current
| 200,105 |
| | 143,440 |
|
| Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | 292,815 |
| | $ | 245,839 |
|
| Supplemental disclosures: | | | |
| Cash paid for interest | $ | 61,310 |
| | $ | 53,119 |
|
| Non-cash transactions: | | | |
| Construction payables | $ | 12,808 |
| | $ | 13,364 |
|
| Senior secured credit facility reductions | $ | 13,295 |
| | $ | — |
|
| Payment by third-party for iGame license | $ | 8,000 |
| | $ | — |
|
| Conversion of Redemption Liability to Redemption Note Payable | $ | — |
| | $ | 74,084 |
|
| Share redemption related to Project Inspire | $ | — |
| | $ | 6,335 |
|
On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION:
Organization
The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) established the Mohegan Tribal Gaming Authority in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. In June 2017, the Mohegan Tribal Gaming Authority announced a corporate effort to align its brand image with its expanding business, and accordingly rebranded, and is now doing business as Mohegan Gaming & Entertainment (the “Company”).
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 (“US GAAP”) 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 US GAAP 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 US GAAP. All adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Company's operating results for the interim period, have been included.
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018. The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. Certain immaterial line items in the accompanying condensed consolidated financial statements for the three months and six months ended March 31, 2018 have been combined or reclassified to conform to fiscal 2019 presentation.
In its first quarter of fiscal 2019, the Company made an out-of-period correction, which decreased property and equipment, net as of March 31, 2019 and increased depreciation and amortization expense by $6.3 million for the six months ended March 31, 2019. This adjustment resulted from the assignment, in a prior year, of an incorrect useful life to depreciate a long lived asset related to tenant allowances.
In its second quarter of fiscal 2019, the Company committed to a plan to repurpose the recently closed Casino of the Wind section of Mohegan Sun. In connection with this decision, the Company determined that certain assets related to the Casino of the Wind had no alternative future use. Accordingly, depreciation on these assets was accelerated, which decreased property and equipment, net as of March 31, 2019 and increased depreciation and amortization expense by $21.6 million for the three months and six months ended March 31, 2019.
iGame License
On January 25, 2019, Mohegan Sun Pocono entered into a revenue sharing agreement with Unibet Interactive Inc. (“Unibet”), pursuant to which Mohegan Sun Pocono will allow Unibet the use of its interactive gaming (“iGame”) license to operate a branded retail sportsbook at Mohegan Sun Pocono and an online gaming service in exchange for a portion of the related revenues earned by Unibet. In connection with this agreement, Unibet paid the required $8.0 million iGame license fee to the Pennsylvania Gaming Control Board on behalf of Mohegan Sun Pocono. The Company recorded the $8.0 million iGame license fee, which is reimbursable to Unibet under certain conditions, as an indefinite useful life intangible asset with a corresponding long-term contract liability. The intangible asset will be assessed at least annually for impairment.
Fair Value of Financial Instruments
The Company 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 |
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
| |
| • | Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Company's estimates or assumptions that market participants would utilize in pricing such assets or liabilities. |
The Company'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, restricted cash and cash equivalents, receivables, trade payables and certain promissory notes, including a redemption note payable, approximates fair value. The estimated fair values of the Company's long-term debt were as follows (in thousands):
|
| | | | | | | |
| | March 31, 2019 |
| | Carrying Value | | Fair Value |
| Senior Secured Credit Facility - Revolving | $ | 55,000 |
| | $ | 52,525 |
|
| Senior Secured Credit Facility - Term Loan A | $ | 284,901 |
| | $ | 281,243 |
|
| Senior Secured Credit Facility - Term Loan B | $ | 807,883 |
| | $ | 781,194 |
|
| 2016 7 7/8% Senior Unsecured Notes | $ | 489,686 |
| | $ | 495,000 |
|
The estimated fair values of the Company's long-term debt were based on Level 2 inputs (quoted market prices or prices of similar instruments) on or about March 31, 2019.
NOTE 2—NEW ACCOUNTING STANDARDS:
The following accounting standards were adopted during the three months and six months ended March 31, 2019:
ASU 2014-09
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.
Effective October 1, 2018, the Company adopted ASC 606, on a modified retrospective basis, for all contracts at the date of initial adoption. The Company recognized the cumulative-effect of initially adopting ASC 606 as a decrease to retained earnings and a corresponding increase to other current liabilities. Comparative information for the three months and six months ended March 31, 2018 has not been restated and continues to be reported under accounting standards in effect for those periods. The adoption of ASC 606 did not have a material effect on the Company’s net loss for the three months and six months ended March 31, 2019.
The cumulative-effect of initially adopting ASC 606 was as follows (in thousands):
|
| | | | | | | | | | | |
| | September 30, 2018 | | ASC 606 Adjustment | | October 1, 2018 |
| Other current liabilities | $ | 123,303 |
| | $ | 41,575 |
| | $ | 164,878 |
|
| Retained earnings | $ | 250,707 |
| | $ | (41,575 | ) | | $ | 209,132 |
|
The impact of adopting ASC 606 on the accompanying condensed consolidated balance sheet as of March 31, 2019 was as follows (in thousands):
|
| | | | | | | | | | | |
| | Balance under ASC 606 | | Balance without ASC 606 | | Impact of Change |
| | March 31, 2019 | | March 31, 2019 | | Higher/ (Lower) |
| Other current liabilities | $ | 165,741 |
| | $ | 126,285 |
| | $ | 39,456 |
|
| Retained earnings | $ | 174,053 |
| | $ | 213,509 |
| | $ | (39,456 | ) |
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
The impact of adopting ASC 606 on the accompanying condensed consolidated statement of loss for the three months ended March 31, 2019 was as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Promotional | | Promotional | | | | Gross vs. Net | | | | Impact of |
| | Balance | | Loyalty | | Allowances | | Allowances | | Cash | | Presentation | | Balance | | Change |
| | under | | Points | | (Discretionary) | | (Non-Discretionary) | | Giveaways | | and Other | | without | | Higher/ |
| | ASC 606 | | (1) | | (2) | | (2) | | (3) | | (4) | | ASC 606 | | (Lower) |
| Revenues: | | | | | | | | | | | | | | | |
| Gaming | $ | 211,819 |
| | $ | 296 |
| | $ | (38,947 | ) | | $ | (15,330 | ) | | $ | (1,580 | ) | | $ | 5,525 |
| | $ | 261,855 |
| | $ | (50,036 | ) |
| Food and beverage | 33,508 |
| | — |
| | 10,897 |
| | — |
| | — |
| | 825 |
| | 21,786 |
| | 11,722 |
|
| Hotel | 22,005 |
| | — |
| | 6,076 |
| | — |
| | — |
| | 168 |
| | 15,761 |
| | 6,244 |
|
| Retail, entertainment and other | 40,365 |
| | — |
| | 6,825 |
| | 1,284 |
| | — |
| | (1,624 | ) | | 33,880 |
| | 6,485 |
|
| Gross revenues | 307,697 |
| | 296 |
| | (15,149 | ) | | (14,046 | ) | | (1,580 | ) | | 4,894 |
| | 333,282 |
| | (25,585 | ) |
| Less-Promotional allowances | — |
| | — |
| | 16,357 |
| | 6,179 |
| | — |
| | 811 |
| | (23,347 | ) | | 23,347 |
|
| Net revenues | 307,697 |
| | 296 |
| | 1,208 |
| | (7,867 | ) | | (1,580 | ) | | 5,705 |
| | 309,935 |
| | (2,238 | ) |
| Operating costs and expenses: | | | | | | | | | | | | | | | |
| Gaming | 125,970 |
| | (516 | ) | | (1,720 | ) | | (26,652 | ) | | (1,580 | ) | | 5,837 |
| | 150,601 |
| | (24,631 | ) |
| Food and beverage | 26,084 |
| | — |
| | 2,928 |
| | 7,564 |
| | — |
| | 825 |
| | 14,767 |
| | 11,317 |
|
| Hotel | 10,026 |
| | — |
| | — |
| | 2,391 |
| | — |
| | 168 |
| | 7,467 |
| | 2,559 |
|
| Retail, entertainment and other | 19,507 |
| | — |
| | — |
| | 8,830 |
| | — |
| | (1,266 | ) | | 11,943 |
| | 7,564 |
|
| Advertising, general and administrative | 47,112 |
| | — |
| | — |
| | — |
| | — |
| | 141 |
| | 46,971 |
| | 141 |
|
| Corporate | 12,464 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,464 |
| | — |
|
| Depreciation and amortization | 42,782 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 42,782 |
| | — |
|
| Other, net | 1,526 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,526 |
| | — |
|
| Total operating costs and expenses | 285,471 |
| | (516 | ) | | 1,208 |
| | (7,867 | ) | | (1,580 | ) | | 5,705 |
| | 288,521 |
| | (3,050 | ) |
| Income from operations | $ | 22,226 |
| | $ | 812 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 21,414 |
| | $ | 812 |
|
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
The impact of adopting ASC 606 on the accompanying condensed consolidated statement of loss for the six months ended March 31, 2019 was as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Promotional | | Promotional | | | | Gross vs. Net | | | | Impact of |
| | Balance | | Loyalty | | Allowances | | Allowances | | Cash | | Presentation | | Balance | | Change |
| | under | | Points | | (Discretionary) | | (Non-Discretionary) | | Giveaways | | and Other | | without | | Higher/ |
| | ASC 606 | | (1) | | (2) | | (2) | | (3) | | (4) | | ASC 606 | | (Lower) |
| Revenues: | | | | | | | | | | | | | | | |
| Gaming | $ | 433,754 |
| | $ | 1,515 |
| | $ | (69,683 | ) | | $ | (33,177 | ) | | $ | (4,259 | ) | | $ | 11,175 |
| | $ | 528,183 |
| | $ | (94,429 | ) |
| Food and beverage | 68,314 |
| | — |
| | 20,998 |
| | — |
| | — |
| | 1,974 |
| | 45,342 |
| | 22,972 |
|
| Hotel | 44,982 |
| | — |
| | 12,074 |
| | — |
| | — |
| | 332 |
| | 32,576 |
| | 12,406 |
|
| Retail, entertainment and other | 80,147 |
| | — |
| | 6,977 |
| | 2,889 |
| | — |
| | (3,586 | ) | | 73,867 |
| | 6,280 |
|
| Gross revenues | 627,197 |
| | 1,515 |
| | (29,634 | ) | | (30,288 | ) | | (4,259 | ) | | 9,895 |
| | 679,968 |
| | (52,771 | ) |
| Less-Promotional allowances | — |
| | — |
| | 32,007 |
| | 12,560 |
| | — |
| | 1,517 |
| | (46,084 | ) | | 46,084 |
|
| Net revenues | 627,197 |
| | 1,515 |
| | 2,373 |
| | (17,728 | ) | | (4,259 | ) | | 11,412 |
| | 633,884 |
| | (6,687 | ) |
| Operating costs and expenses: | | | | | | | | | | | | | | | |
| Gaming | 254,634 |
| | (611 | ) | | (3,431 | ) | | (56,281 | ) | | (4,259 | ) | | 11,589 |
| | 307,627 |
| | (52,993 | ) |
| Food and beverage | 52,531 |
| | — |
| | 5,804 |
| | 14,919 |
| | — |
| | 1,974 |
| | 29,834 |
| | 22,697 |
|
| Hotel | 19,829 |
| | — |
| | — |
| | 4,982 |
| | — |
| | 332 |
| | 14,515 |
| | 5,314 |
|
| Retail, entertainment and other | 40,269 |
| | — |
| | — |
| | 18,652 |
| | — |
| | (2,733 | ) | | 24,350 |
| | 15,919 |
|
| Advertising, general and administrative | 96,130 |
| | — |
| | — |
| | — |
| | — |
| | 250 |
| | 95,880 |
| | 250 |
|
| Corporate | 24,889 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 24,889 |
| | — |
|
| Depreciation and amortization | 69,872 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 69,872 |
| | — |
|
| Other, net | 3,447 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,447 |
| | — |
|
| Total operating costs and expenses | 561,601 |
| | (611 | ) | | 2,373 |
| | (17,728 | ) | | (4,259 | ) | | 11,412 |
| | 570,414 |
| | (8,813 | ) |
| Income from operations | $ | 65,596 |
| | $ | 2,126 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 63,470 |
| | $ | 2,126 |
|
The items most significantly impacted by the adoption of ASC 606 were as follows:
(1) ASC 606 modified the accounting related to loyalty points. The Company’s loyalty reward programs allow patrons to utilize their reward membership cards to earn loyalty points that are redeemable for complimentary items such as food and beverage, lodging and retail products. Under ASC 606, the Company is required to utilize a deferred revenue model to reduce gaming revenues by the estimated fair value of loyalty points earned by patrons and recognize the related revenues when such loyalty points are redeemed. The deferred revenue liability is based on the estimated stand-alone selling price (“SSP”) of loyalty points earned after factoring in the likelihood of redemption. Prior to the adoption of ASC 606, the liability for unredeemed loyalty points was estimated based on expected redemption rates and estimated costs of the goods and services to be provided.
(2) ASC 606 modified the accounting related to promotional allowances. The Company no longer recognizes revenues for complimentary items provided to patrons or for goods and services provided to patrons in connection with loyalty point redemptions as gross revenues with a corresponding offset to promotional allowances to arrive at net revenues. The majority of such amounts previously included within promotional allowances now offset gaming revenues based on an allocation of revenues to performance obligations utilizing SSP. These changes resulted in the elimination of promotional allowances and the reclassification of revenues between the various revenue line items.
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
(3) ASC 606 modified the accounting related to cash giveaways. The Company now records cash giveaways as a reduction to gaming revenues. Prior to the adoption of ASC 606, the Company recorded cash giveaways as expenses. This change resulted in decreases in both gaming revenues and expenses.
(4) ASC 606 modified gross versus net presentation related to certain fees. The Company now records mandatory service charges on food and beverage items and wide area progressive operator fees on a gross basis, with amounts received from patrons recorded as revenues and the corresponding amounts paid recorded as expenses. This change resulted in increases in both revenues and expenses.
The Company’s revenues from contracts with customers consist of gaming, food and beverage, hotel, retail, entertainment and convention related transactions, as well as management and development services related to management and development contracts with third-party facilities.
The transaction price in a gaming contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price in a racing contract, inclusive of live racing at the Company’s facilities, as well as import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations, which primarily consist of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to racing operations. The transaction prices in food and beverage, hotel, retail, entertainment and convention contracts are the net amounts collected for such goods and services. Sales and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenues or expenses. The transaction prices in management and development service contracts are the amounts collected for services rendered in accordance with contractual terms, inclusive of reimbursable costs and expenses.
Gaming transactions involve two performance obligations for patrons participating in the Company’s loyalty reward programs and a single performance obligation for patrons that do not participate. The Company applies a practical expedient by accounting for gaming contracts on a portfolio basis, as such contracts share similar characteristics. The Company does not expect the effects on its condensed consolidated financial statements under this approach to differ materially versus under an individual contract basis. Revenues allocated to gaming performance obligations are recognized when gaming occurs as such activities are settled immediately. Revenues allocated to the loyalty points deferred revenue liability are recognized when loyalty points are redeemed. The deferred revenue liability is based on the estimated SSP of the loyalty points earned after factoring in the likelihood of redemption.
Food and beverage, hotel, retail, entertainment and convention transactions have been determined to be separate, stand-alone performance obligations and revenues for such contracts are recognized when the related goods and services are transferred to patrons. Revenues from contracts which include a combination of these transactions are allocated on a pro rata basis based on the goods' and services' SSP.
Management and development services have been determined to be separate, stand-alone performance obligations and revenues for such contracts are recognized when the related services are performed.
Revenue Disaggregation
The Company is a geographically diversified, multi-jurisdictional owner, operator and manager of gaming facilities. The Company’s current operations are focused within Connecticut and Pennsylvania. The Company also currently manages other gaming facilities elsewhere within the United States. The Company generates revenues by providing the following types of goods and services: gaming, food and beverage, hotel, retail, entertainment and other and management and development.
Revenue disaggregation by geographic location and revenue type for the three months ended March 31, 2019 was as follows (in thousands):
|
| | | | | | | | | | | | |
| | | | | | | |
| | | Connecticut | | Pennsylvania | | Other |
| | | (Mohegan Sun) | | (Mohegan Sun Pocono) | | (Corporate and Other) |
| Gaming | | $ | 159,831 |
| | $ | 51,988 |
| | $ | — |
|
| Food and beverage | | 28,080 |
| | 5,479 |
| | (51 | ) |
| Hotel | | 19,989 |
| | 2,017 |
| | (1 | ) |
| Retail, entertainment and other | | 30,491 |
| | 1,757 |
| | 338 |
|
| Management and development | | — |
| | — |
| | 7,839 |
|
| Net revenues | | $ | 238,391 |
| | $ | 61,241 |
| | $ | 8,125 |
|
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
Revenue disaggregation by geographic location and revenue type for the six months ended March 31, 2019 was as follows (in thousands):
|
| | | | | | | | | | | | |
| | | | | | | |
| | | Connecticut | | Pennsylvania | | Other |
| | | (Mohegan Sun) | | (Mohegan Sun Pocono) | | (Corporate and Other) |
| Gaming | | $ | 330,313 |
| | $ | 103,441 |
| | $ | — |
|
| Food and beverage | | 57,215 |
| | 11,192 |
| | (93 | ) |
| Hotel | | 41,209 |
| | 3,775 |
| | (2 | ) |
| Retail, entertainment and other | | 62,333 |
| | 3,624 |
| | 759 |
|
| Management and development | | — |
| | — |
| | 13,551 |
|
| Net revenues | | $ | 491,070 |
| | $ | 122,032 |
| | $ | 14,215 |
|
Contract and Contract-Related Liabilities
There may exist a difference between the timing of cash receipts from patrons and the recognition of revenues, resulting in a contract or contract-related liability. In general, the Company has three types of such liabilities: (1) outstanding gaming chips and slot tickets liability, which represents amounts owed in exchange for outstanding gaming chips and slot tickets held by patrons, (2) loyalty points deferred revenue liability, as discussed above, and (3) patron advances and other liability, which primarily represents funds deposited in advance by patrons for gaming and advance payments by patrons for goods and services such as advance ticket sales, deposits on rooms and convention space and gift card purchases. These liabilities are generally expected to be recognized as revenues within one year and are recorded within other current liabilities.
The following table summarizes these liabilities (in thousands): |
| | | | | | | | | | | |
| | March 31, 2019 | | October 1, 2018 | | Increase/ (Decrease) |
| Outstanding gaming chips and slot tickets liability | $ | 6,751 |
| | $ | 3,298 |
| | $ | 3,453 |
|
| Loyalty points deferred revenue liability | $ | 40,533 |
| | $ | 42,314 |
| | $ | (1,781 | ) |
| Patron advances and other liability | $ | 25,747 |
| | $ | 17,530 |
| | $ | 8,217 |
|
As of March 31, 2019, an $8.0 million contract liability related to Mohegan Sun Pocono's recent revenue sharing agreement with Unibet is recorded within other long-term liabilities (refer to Note 1).
ASU 2016-18
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the total change during the period in cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 in its first quarter of fiscal 2019 on a retrospective basis. Transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are no longer included within investing activities and, as such, the details of such transfers are not reported as cash flow activities in the statement of cash flows. This resulted in a $16.7 million change to net cash flows used in investing activities for the six months ended March 31, 2018.
The following accounting standards will be adopted in future reporting periods:
ASU 2016-02
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016‑02”), which will require, among other things, lessees to recognize a right-of-use asset and a lease liability for leases with terms in excess of 12 months and the disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” and ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”, which clarified various aspects of the new standard. ASU 2016‑02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 provides various optional practical expedients in transition, which the Company continues to evaluate. In July 2018, the FASB issued ASU 2018-11, “Leases - Targeted Improvements,” as an update to ASU 2016-02. This update added an optional transition method of adoption which allows for the recognition of the cumulative-effect of initially adopting ASU 2016-02 as an adjustment to retained earnings in the period of adoption without recasting prior periods' financial statements. The Company will adopt ASU 2016-02 in its first quarter of fiscal 2020, on a modified retrospective basis, and will recognize the cumulative-effect of its initial adoption as an adjustment to retained earnings as of October 1, 2019. While the Company continues to evaluate the impact ASU 2016-02 will have on its financial statements and
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
related disclosures, the actual impact of this new standard will be dependent upon the Company’s lease portfolio at the time of adoption. The adoption of ASU 2016-02 is expected to have a material impact on the Company’s financial statements, as the Company has significant operating lease commitments that are off-balance sheet under current accounting standards.
ASU 2018-13
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. ASU 2018-13 requires enhanced disclosures on valuation techniques and inputs that a reporting entity uses to determine its measures of fair value, including judgments and assumptions that the entity makes and the uncertainties in the fair value measurements as of the reporting date. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019. Certain amended or eliminated disclosure requirements may be adopted earlier, while certain additional disclosure requirements can be adopted on its effective date. In addition, certain changes required by this new standard require retrospective adoption, while other changes must be adopted prospectively. The Company is currently evaluating the impact ASU 2018-13 will have on its financial statements.
NOTE 3—COWLITZ PROJECT:
On December 4, 2018, the Company received $106.6 million from the Cowlitz Tribal Gaming Authority. This amount represented the full repayment of the then-outstanding notes and accrued interest, through the repayment date, due to Salishan-Mohegan, LLC in connection with the development of ilani Casino Resort, totaling $32.0 million and $74.6 million, respectively.
On January 1, 2019, the Mohegan Tribe surrendered its interest in Salishan-Mohegan, LLC and a related entity for total consideration of $10 million, which the Company believes represented its fair value. Effective January 1, 2019, the Company receives 100% of the management fees related to the Cowlitz Project, as well as the Mohegan Tribe's share of development fees.
NOTE 4—NIAGARA:
In September 2018, MGE Niagara Entertainment Inc. (“MGE Niagara”), a subsidiary currently wholly-owned by the Company, was selected by the Ontario Lottery and Gaming Corporation (the “OLG”) as the service provider for Fallsview Casino Resort, Casino Niagara and the future 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada (the “Niagara Gaming Bundle”) and entered into a Transition and Asset Purchase Agreement with the OLG to acquire certain assets associated with the Niagara Gaming Bundle, with an anticipated closing date of June 11, 2019 (the “Closing Date”), subject to customary closing conditions. The aggregate purchase price for these assets, exclusive of working capital and taxes, will approximate 89 million Canadian dollars (approximately 67 million United States dollars) and is expected to be funded with proceeds from certain project financing, a portion of which may be convertible into a minority equity interest of MGE Niagara subsequent to the Closing Date. Also on the Closing Date, MGE Niagara will, among other things, enter into a Casino Operating and Services Agreement (“COSA”), pursuant to which MGE Niagara will assume the day-to-day operations of the Niagara Gaming Bundle from the Closing Date through March 31, 2040, and a lease for the Fallsview Casino Resort property for the term of the COSA.
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
NOTE 5—LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands):
|
| | | | | | | |
| | March 31,
2019 | | September 30,
2018 |
| Senior Secured Credit Facility - Revolving | $ | 55,000 |
| | $ | 66,000 |
|
| Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $5,414 and $6,661, respectively | 284,901 |
| | 311,466 |
|
| Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $18,777 and $20,571, respectively | 807,883 |
| | 810,430 |
|
| 2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $10,314 and $11,033, respectively | 489,686 |
| | 488,967 |
|
Mohegan Expo Credit Facility, net of debt issuance costs of $1,121 and $1,319, respectively
| 30,409 |
| | 31,980 |
|
| Guaranteed Credit Facility, net of debt issuance costs of $1,351 and $1,262, respectively | 32,992 |
| | 22,403 |
|
| Redemption Note Payable, net of discount of $28,832 and $33,635, respectively | 85,968 |
| | 81,165 |
|
| Other | 1,311 |
| | 1,744 |
|
| Long-term debt | 1,788,150 |
| | 1,814,155 |
|
| Less: current portion of long-term debt | (76,809 | ) | | (73,232 | ) |
| Long-term debt, net of current portion | $ | 1,711,341 |
| | $ | 1,740,923 |
|
Senior Secured Credit Facilities - Non-cash Transactions
On March 31, 2019, the bank that administers the Company's debt service payments for its Senior Secured Credit Facilities made certain required and optional principal payments on behalf of the Company totaling $13.3 million, but did not accordingly debit the Company's bank account for these payments. As of March 31, 2019, the Company reflected these non-cash transactions as reductions to current portion of long-term debt and corresponding increases to other current liabilities. In the following month, the bank withdrew the payments from the Company's bank account, resulting in reductions to the Company's cash and cash equivalents and other current liabilities.
Guaranteed Credit Facility - Second Advance
On October 30, 2018, the Company entered into a follow-on loan agreement with certain third-party lenders providing for an $11.3 million term loan under the Indian Loan Guaranty, Insurance and Interest Subsidy Program (the “BIA Loan Guaranty Program”). This term loan, combined with an initial term loan issued under the BIA Loan Guaranty Program in late September 2018, completes the allocation to the Company of $35.0 million in guaranteed term loans under the BIA Loan Guaranty Program. Like the initial facility, this term loan is secured by a 90% loan guarantee by the Department of the Interior, Assistant Secretary—Indian Affairs, Division of Capital Investment, and is otherwise identical to the initial facility, including use of proceeds, maturity, amortization, interest rate and covenant requirements.
Debt Covenant Compliance
As of March 31, 2019, the Company was in compliance with all financial covenants.
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)
NOTE 6—SEGMENT REPORTING:
The following table summarizes the Company's results on a segment basis (in thousands):
|
| | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Six Months Ended |
| | March 31, 2019 | | March 31, 2018 | | March 31, 2019 | | March 31, 2018 |
| Net revenues: | | | | | | | |
| Mohegan Sun | $ | 238,391 |
| | $ | 260,354 |
| | $ | 491,070 |
| | $ | 523,291 |
|
| Mohegan Sun Pocono | 61,241 |
| | 67,130 |
| | 122,032 |
| | 131,934 |
|
| Corporate and other | 8,125 |
| | 4,593 |
| | 14,215 |
| | 8,396 |
|
| Inter-segment revenues | (60 | ) | | (60 | ) | | (120 | ) | | (120 | ) |
| Total | $ | 307,697 |
| | $ | 332,017 |
| | $ | 627,197 |
| | $ | 663,501 |
|
| | | | | | | | |
| Income (loss) from operations: | | | | | | | |
| Mohegan Sun | $ | 19,913 |
| | $ | 57,779 |
| | $ | 63,976 |
| | $ | 114,172 |
|
| Mohegan Sun Pocono | 8,214 |
| | 8,872 |
| | 15,406 |
| | 16,547 |
|
| Corporate and other | (5,901 | ) | | (10,579 | ) | | (13,786 | ) | | (19,647 | ) |
| Total | $ | 22,226 |
| | $ | 56,072 |
| | $ | 65,596 |
| | $ | 111,072 |
|
| | | | | | | | |
| | | | | | For the Six Months Ended |
| | | | | | March 31, 2019 | | March 31, 2018 |
| Capital expenditures incurred: | | | | | | | |
| Mohegan Sun | | | | | $ | 17,101 |
| | $ | 56,482 |
|
| Mohegan Sun Pocono | | | | | 1,631 |
| | 3,786 |
|
| Corporate and other | | | | | 19,693 |
| | 12,267 |
|
| Total | | | | | $ | 38,425 |
| | 72,535 |
|
| | | | | | | | |
| | | | | | March 31, 2019 | | September 30, 2018 |
| Total assets: | | | | | | | |
| Mohegan Sun | | | | | $ | 1,319,822 |
| | $ | 1,364,169 |
|
| Mohegan Sun Pocono | | | | | 580,982 |
| | 581,079 |
|
| Corporate and other | | | | | 355,739 |
| | 366,871 |
|
| Total | | | | | $ | 2,256,543 |
| | $ | 2,312,119 |
|
NOTE 7—COMMITMENTS AND CONTINGENCIES:
The Company is a defendant in various claims and legal actions resulting from its normal course of business, primarily relating to personal injuries to patrons and damages to patrons' personal assets. The Company estimates litigation claims expense and accrues for such liabilities based upon historical experience. In management's opinion, the aggregate liability, if any, arising from such legal actions will not have a material impact on the Company's financial position, results of operations or cash flows.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Some information included in this Quarterly Report on Form 10-Q and other materials filed by us with the Securities and Exchange Commission, or the SEC, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information relating to business development activities, as well as capital spending, financing sources, the effects of regulation, including gaming and tax regulation and increased competition. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results, and accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, those relating to the following:
| |
| • | the financial performance of Mohegan Sun and Mohegan Sun Pocono; |
| |
| • | the local, regional, national or global economic climate; |
| |
| • | increased competition, including the expansion of gaming in jurisdictions in which we own or operate gaming facilities; |
| |
| • | our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants; |
| |
| • | the continued availability of financing; |
| |
| • | our dependence on existing management; |
| |
| • | our ability to integrate new amenities from expansions to our facilities into our current operations and manage the expanded facilities; |
| |
| • | changes in federal or state tax laws or the administration of such laws; |
| |
| • | changes in gaming laws or regulations, including the limitation, denial or suspension of licenses required under gaming laws and regulations; |
| |
| • | changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at our facilities; |
| |
| • | cyber security risks relating to our information technology and other systems, including misappropriation of patron information or other breaches of information security; |
| |
| • | our ability to successfully implement our diversification strategy; |
| |
| • | our customers' access to inexpensive transportation to our facilities and changes in oil, fuel or other transportation-related expenses; |
| |
| • | unfavorable weather conditions; |
| |
| • | risks associated with operations in foreign jurisdictions; |
| |
| • | failure by our employees, agents, affiliates, vendors or businesses to comply with applicable laws, rules and regulations, including state gaming laws and regulations and anti-bribery laws such as the United States Foreign Corrupt Practices Act, and similar anti-bribery laws in other jurisdictions; and |
| |
| • | fluctuations in foreign currency exchange rates. |
Additional information concerning potential factors that could affect our financial results is included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, as well as our other reports and filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes beginning on page 3 of this Quarterly Report on Form 10-Q.
Overview
The Mohegan Tribe and the Company
The Mohegan Tribe of Indians of Connecticut, or the Mohegan Tribe, is a federally-recognized Indian tribe with an approximately 595-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 Mohegan Tribe and the State of Connecticut entered into such a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Mohegan Tribe, with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere.
Our gaming operation at Mohegan Sun is one of only two gaming operations in Connecticut offering slot machines and table games. Through our subsidiary, Downs Racing, L.P., we also own and operate Mohegan Sun Pocono, a gaming and entertainment facility located in Plains Township, Pennsylvania. We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.
Market and Competition from Other Gaming Operations
Our gaming operation at Mohegan Sun is one of two gaming facilities in Connecticut. We also face competition from gaming facilities in Massachusetts, Rhode Island, New York and New Jersey. In addition, we face competition in and from the northeastern Pennsylvania gaming market. Please refer to “Part I. Item 1. Business-Market and Competition from Other Gaming Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and our other reports and filings with the SEC for further details regarding current and potential competition from other gaming operations.
Results of Operations
The following table summarizes our results on a segment basis (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | For the Six Months Ended March 31, |
| | 2019 | | 2018 | | Variance | | Percentage
Variance | | 2019 | | 2018 | | Variance | | Percentage Variance |
| Net revenues: | | | | | | | | | | | | | | | |
| Mohegan Sun | $ | 238,391 |
| | $ | 260,354 |
| | $ | (21,963 | ) | | (8.4 | )% | | $ | 491,070 |
| | $ | 523,291 |
| | $ | (32,221 | ) | | (6.2 | )% |
| Mohegan Sun Pocono | 61,241 |
| | 67,130 |
| | (5,889 | ) | | (8.8 | )% | | 122,032 |
| | 131,934 |
| | (9,902 | ) | | (7.5 | )% |
| Corporate and other | 8,125 |
| | 4,593 |
| | 3,532 |
| | 76.9 | % | | 14,215 |
| | 8,396 |
| | 5,819 |
| | 69.3 | % |
| Inter-segment revenues | (60 | ) | | (60 | ) | | — |
| | — |
| | (120 | ) | | (120 | ) | | — |
| | — |
|
| Total | $ | 307,697 |
| | $ | 332,017 |
| | $ | (24,320 | ) | | (7.3 | )% | | $ | 627,197 |
| | $ | 663,501 |
| | $ | (36,304 | ) | | (5.5 | )% |
| Income (loss) from operations: | | | | | | | | | | | | | | | |
| Mohegan Sun | $ | 19,913 |
| | $ | 57,779 |
| | $ | (37,866 | ) | | (65.5 | )% | | $ | 63,976 |
| | $ | 114,172 |
| | $ | (50,196 | ) | | (44.0 | )% |
| Mohegan Sun Pocono | 8,214 |
| | 8,872 |
| | (658 | ) | | (7.4 | )% | | 15,406 |
| | 16,547 |
| | (1,141 | ) | | (6.9 | )% |
| Corporate and other | (5,901 | ) | | (10,579 | ) | | 4,678 |
| | 44.2 | % | | (13,786 | ) | | (19,647 | ) | | 5,861 |
| | 29.8 | % |
| Total | $ | 22,226 |
| | $ | 56,072 |
| | $ | (33,846 | ) | | (60.4 | )% | | $ | 65,596 |
| | $ | 111,072 |
| | $ | (45,476 | ) | | (40.9 | )% |
| Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | (12,358 | ) | | $ | 28,608 |
| | $ | (40,966 | ) | | N.M. |
| | $ | (1,736 | ) | | $ | 57,817 |
| | $ | (59,553 | ) | | N.M. |
|
_________
N.M. - Not meaningful.
The most significant factors and trends that impacted our operating and financial performance were as follows:
| |
| • | lower table game hold percentage; |
| |
| • | a strong entertainment calendar at Mohegan Sun; |
| |
| • | higher management fees earned; |
| |
| • | increasingly competitive gaming markets; |
| |
| • | higher depreciation expense; and |
| |
| • | higher interest expense. |
Mohegan Sun
Revenues
Net revenues declined by $22.0 million, or 8.4%, to $238.4 million for the three months ended March 31, 2019 compared to $260.4 million in the same period in the prior year. Net revenues declined by $32.2 million, or 6.2%, to $491.1 million for the six months ended March 31, 2019 compared to $523.3 million in the same period in the prior year. After factoring in the impact of adopting the new revenue recognition standard, these results were primarily driven by lower gaming revenues, partially offset by higher overall non-gaming revenues. The declines in gaming revenues reflected lower table game revenues which were primarily driven by decreased hold percentages and lower slot revenues which were negatively impacted by softer volumes. Non-gaming revenues benefited from a strong entertainment calendar featuring additional headliner shows, as well as the opening of our Earth Expo & Convention Center in June 2018.
Operating Costs and Expenses
Operating costs and expenses increased by $15.9 million, or 7.8%, to $218.5 million for the three months ended March 31, 2019 compared to $202.6 million in the same period in the prior year. Operating costs and expenses increased by $18.0 million, or 4.4%, to $427.1 million for the six months ended March 31, 2019 compared to $409.1 million in the same period in the prior year. After factoring in the impact of adopting the new revenue recognition standard, the increases in operating costs and expenses were principally due to higher depreciation expense. During the three months ended March 31, 2019, we committed to a plan to repurpose the recently closed Casino of the Wind section of Mohegan Sun. In connection with this decision, we determined that certain assets related to the Casino of the Wind had no alternative future use. Accordingly, depreciation on these assets was accelerated by $21.6 million. The increase in depreciation expense for the six months ended March 31, 2019 also reflected an out-of-period correction which increased depreciation expense by $6.3 million. Overall, these two items increased depreciation expense by $21.6 million and $27.9 million for the three months and six months ended March 31, 2019, respectively. These results were partially offset by reductions in payroll costs and certain casino marketing and promotional expenses, along with lower slot win contribution expenses commensurate with the declines in slot revenues.
Mohegan Sun Pocono
Revenues
Net revenues declined by $5.9 million, or 8.8%, to $61.2 million for the three months ended March 31, 2019 compared to $67.1 million in the same period in the prior year. Net revenues declined by $9.9 million, or 7.5%, to $122.0 million for the six months ended March 31, 2019 compared to $131.9 million in the same period in the prior year. After factoring in the impact of adopting the new revenue recognition standard, these results were primarily driven by lower gaming revenues. Slot revenues were negatively impacted by lower volumes, while table game revenues reflected lower volumes and hold percentages.
Operating Costs and Expenses
Operating costs and expenses decreased by $5.3 million, or 9.1%, to $53.0 million for the three months ended March 31, 2019 compared to $58.3 million in the same period in the prior year. Operating costs and expenses decreased by $8.8 million, or 7.6%, to $106.6 million for the six months ended March 31, 2019 compared to $115.4 million in the same period in the prior year. The reductions in operating costs and expenses were primarily driven by lower payroll costs, as well as lower slot machine and table game tax expenses commensurate with the declines in slot and table game revenues.
Corporate and Other
Revenues
Net revenues increased by $3.5 million, or 76.1%, to $8.1 million for the three months ended March 31, 2019 compared to $4.6 million in the same period in the prior year. Net revenues increased by $5.8 million, or 69.0%, to $14.2 million for the six months ended March 31, 2019 compared to $8.4 million in the same period in the prior year. These results were primarily due to higher management fees from ilani Casino Resort driven principally by continued improvement in performance at the property.
Operating Costs and Expenses
Operating costs and expenses decreased by $1.2 million, or 7.9%, to $14.0 million for the three months ended March 31, 2019 compared to $15.2 million in the same period in the prior year. The reduction in operating costs and expenses for the three months ended March 31, 2019 was primarily due to lower development costs and expenses associated with certain diversification initiatives. Operating costs and expenses totaled $28.0 million for the six months ended March 31, 2019, relatively flat compared to the same period in the prior year.
Other Expenses
Other expenses increased by $6.8 million, or 24.5%, to $34.5 million for the three months ended March 31, 2019 compared to $27.7 million in the same period in the prior year. Other expenses increased by $13.2 million, or 24.4%, to $67.2 million for the six months ended March 31, 2019 compared to $54.0 million in the same period in the prior year. These results were primarily due to higher interest expense. Interest expense increased by $4.3 million, or 14.0%, to $35.1 million for the three months ended March 31, 2019 compared to $30.8 million in the same period in the prior year. Interest expense increased by $12.0 million, or 20.3%, to $71.1 million for the six months ended March 31, 2019 compared to $59.1 million in the same period in the prior year. These results were driven by higher weighted average interest rate and weighted average outstanding debt. Weighted average interest rate was 7.5% and 7.4% for the three months and six months ended March 31, 2019, respectively, compared to 6.8% and 6.7% for the three months and six months ended March 31, 2018, respectively. Weighted average outstanding debt was $1.88 billion and $1.92 billion for the three months and six months ended March 31, 2019, respectively, compared to $1.81 billion and $1.77 billion for the three months and six months ended March 31, 2018, respectively.
Seasonality
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, our operating results for the three months and six months ended March 31, 2019 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.
Liquidity and Capital Resources
As of March 31, 2019 and September 30, 2018, we held cash and cash equivalents of $91.4 million and $103.9 million, respectively. Inclusive of letters of credit, which reduce borrowing availability under our revolving facility, we had approximately $192.7 million of borrowing capacity under the revolving facility and line of credit as of March 31, 2019. As a result of the cash based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization.
Cash provided by operating activities increased by $40.3 million, or 38.8%, to $144.1 million for the six months ended March 31, 2019 compared to $103.8 million in the same period in the prior year, primarily due to the receipt of $74.6 million from the Cowlitz Tribal Gaming Authority related to accrued interest on funds previously advanced for the Cowlitz Project. These results were partially offset by a reduction in net income after factoring in non-cash items, combined with higher working capital requirements.
Cash used in investing activities decreased by $82.0 million, or 93.7%, to $5.5 million for the six months ended March 31, 2019 compared to $87.5 million in the same period in the prior year, primarily as a result of lower capital expenditures, combined with the receipt of $32.0 million from the Cowlitz Tribal Gaming Authority related to funds previously advanced for the Cowlitz Project. Capital expenditures totaled $38.4 million for the six months ended March 31, 2019, comprising maintenance and development and Project Inspire-related capital expenditures totaling $18.7 million and $19.7 million, respectively.
Cash used in financing activities increased by $55.6 million, or 263.5%, to $76.7 million for the six months ended March 31, 2019 compared to $21.1 million in the same period in the prior year, primarily due to higher debt repayments. The increase in cash used in financing activities also reflected a $10.0 million payment to the Mohegan Tribe in connection with our acquisition of its interest in the Cowlitz Project.
Sufficiency of Resources
We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, distributions to the Mohegan Tribe and capital expenditures for at least the next twelve months; however, we can provide no assurance in this regard.
Critical Accounting Policies and Estimates
Impairment of Goodwill
We perform annual impairment assessments of the goodwill related to Mohegan Sun Pocono by factoring in property cash flow assumptions, macroeconomic conditions, industry and market trends, and entity-specific risks. These assumptions are highly judgmental and subject to change. In our fourth quarter of fiscal 2018, we determined that the fair value of the goodwill exceeded its carrying value by less than 10%. Accordingly, we plan to monitor the aforementioned goodwill valuation assumptions and should there be a material variance from the prior analysis, we may be required to perform an impairment assessment earlier than our fourth quarter of fiscal 2019.
There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, except for those related to Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Please refer to “Part I. Item 1—Notes to Condensed Consolidated Financial Statements, Note 2—New Accounting Standards” in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. As of March 31, 2019, our primary exposure to market risk was interest rate risk associated with our credit facilities which accrued interest on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the credit facilities. Based on our variable rate outstanding debt as of March 31, 2019, a 100 basis point change in average interest rate would impact annual interest expense by approximately $12.4 million.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2019. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of March 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There has been no material change from the legal proceedings previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.
Item 1A. Risk Factors
There has been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.
Item 6. Exhibits
|
| | |
| Exhibit No. | | Description |
| 31.1 | | |
| | | |
| 31.2 | | |
| | | |
| 32.1 | | |
| | | |
| 32.2 | | |
| | | |
| 101.INS | | XBRL Instance Document (filed herewith). |
| | | |
| 101.SCH | | XBRL Taxonomy Extension Schema (filed herewith). |
| | | |
| 101.CAL | | XBRL Taxonomy Calculation Linkbase (filed herewith). |
| | | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase (filed herewith). |
| | | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase (filed herewith). |
| | | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase (filed herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Mohegan Tribal Gaming Authority has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | | |
| | | MOHEGAN TRIBAL GAMING AUTHORITY |
| | | | |
| Date: | May 9, 2019 | By: | /S/ RALPH JAMES GESSNER JR. |
| | | | Ralph James Gessner Jr. Interim Chairman and Member, Management Board |
| | | | |
| Date: | May 9, 2019 | By: | /S/ MARIO C. KONTOMERKOS |
| | | | Mario C. Kontomerkos Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer) |
| | | | |
| Date: | May 9, 2019 | By: | /S/ DREW M. KELLEY |
| | | | Drew M. Kelley Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer) |
