x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer x | Smaller reporting company o |
Page Number | ||
PART I. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 1. | ||
Item 1A. | ||
Item 6. | ||
Signatures. |
Item 1. | Financial Statements |
June 30, 2013 | September 30, 2012 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 80,291 | $ | 114,084 | |||
Restricted cash | 26,723 | 47,865 | |||||
Receivables, net | 29,457 | 26,556 | |||||
Inventories | 14,370 | 14,438 | |||||
Other current assets | 19,111 | 28,315 | |||||
Total current assets | 169,952 | 231,258 | |||||
Non-current assets: | |||||||
Property and equipment, net | 1,473,080 | 1,490,398 | |||||
Goodwill | 39,459 | 39,459 | |||||
Other intangible assets, net | 405,621 | 405,928 | |||||
Other assets, net | 86,372 | 86,664 | |||||
Total assets | $ | 2,174,484 | $ | 2,253,707 | |||
LIABILITIES AND CAPITAL | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 4,057 | $ | 19,787 | |||
Current portion of relinquishment liability | 70,406 | 63,312 | |||||
Due to Mohegan Tribe | 6,613 | 9,950 | |||||
Current portion of capital leases | 2,256 | 3,385 | |||||
Trade payables | 10,491 | 12,674 | |||||
Construction payables | 8,591 | 5,063 | |||||
Accrued interest payable | 24,395 | 46,362 | |||||
Other current liabilities | 137,667 | 149,980 | |||||
Total current liabilities | 264,476 | 310,513 | |||||
Non-current liabilities: | |||||||
Long-term debt, net of current portion | 1,645,270 | 1,646,564 | |||||
Relinquishment liability, net of current portion | 22,228 | 57,470 | |||||
Due to Mohegan Tribe, net of current portion | 24,795 | 21,500 | |||||
Capital leases, net of current portion | 3,731 | 5,440 | |||||
Other long-term liabilities | 4,446 | 2,957 | |||||
Total liabilities | 1,964,946 | 2,044,444 | |||||
Commitments and Contingencies | |||||||
Capital: | |||||||
Retained earnings | 209,372 | 208,681 | |||||
Mohegan Tribal Gaming Authority capital | 209,372 | 208,681 | |||||
Non-controlling interests | 166 | 582 | |||||
Total capital | 209,538 | 209,263 | |||||
Total liabilities and capital | $ | 2,174,484 | $ | 2,253,707 |
For the | For the | For the | For the | ||||||||||||
Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||
June 30, 2013 | June 30, 2012 | June 30, 2013 | June 30, 2012 | ||||||||||||
Revenues: | |||||||||||||||
Gaming | $ | 304,582 | $ | 307,093 | $ | 885,602 | $ | 940,753 | |||||||
Food and beverage | 22,400 | 22,700 | 63,404 | 68,627 | |||||||||||
Hotel | 10,318 | 10,152 | 30,363 | 29,524 | |||||||||||
Retail, entertainment and other | 32,346 | 29,946 | 84,521 | 82,458 | |||||||||||
Gross revenues | 369,646 | 369,891 | 1,063,890 | 1,121,362 | |||||||||||
Less-Promotional allowances | (25,401 | ) | (25,455 | ) | (69,195 | ) | (73,896 | ) | |||||||
Net revenues | 344,245 | 344,436 | 994,695 | 1,047,466 | |||||||||||
Operating costs and expenses: | |||||||||||||||
Gaming | 179,537 | 193,019 | 525,409 | 582,017 | |||||||||||
Food and beverage | 10,231 | 11,240 | 31,035 | 33,355 | |||||||||||
Hotel | 3,743 | 3,658 | 10,674 | 10,703 | |||||||||||
Retail, entertainment and other | 11,858 | 10,578 | 31,314 | 29,819 | |||||||||||
Advertising, general and administrative | 48,038 | 48,730 | 143,271 | 147,186 | |||||||||||
Corporate | 5,933 | 4,651 | 19,624 | 12,653 | |||||||||||
Depreciation and amortization | 20,350 | 21,693 | 60,465 | 64,077 | |||||||||||
Loss on disposition of assets | 144 | 31 | 277 | 320 | |||||||||||
Severance | 51 | — | 29 | — | |||||||||||
Pre-opening | 173 | — | 245 | — | |||||||||||
Total operating costs and expenses | 280,058 | 293,600 | 822,343 | 880,130 | |||||||||||
Income from operations | 64,187 | 50,836 | 172,352 | 167,336 | |||||||||||
Other income (expense): | |||||||||||||||
Accretion of discount to the relinquishment liability | (1,243 | ) | (2,062 | ) | (3,730 | ) | (6,186 | ) | |||||||
Interest income | 1,533 | 1,842 | 4,421 | 3,559 | |||||||||||
Interest expense, net of capitalized interest | (42,379 | ) | (41,581 | ) | (128,213 | ) | (103,047 | ) | |||||||
Loss on early exchange of debt | — | (17 | ) | (403 | ) | (14,323 | ) | ||||||||
Other income (expense), net | 53 | 7 | (1,732 | ) | (31 | ) | |||||||||
Total other expense | (42,036 | ) | (41,811 | ) | (129,657 | ) | (120,028 | ) | |||||||
Net income | 22,151 | 9,025 | 42,695 | 47,308 | |||||||||||
Loss attributable to non-controlling interests | 146 | 336 | 2,767 | 1,147 | |||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ | 22,297 | $ | 9,361 | $ | 45,462 | $ | 48,455 |
Total | Mohegan Tribal Gaming Authority | Non-controlling Interests | |||||||||
Balance, March 31, 2013 | $ | 202,387 | $ | 202,075 | $ | 312 | |||||
Net income (loss) | 22,151 | 22,297 | (146 | ) | |||||||
Distributions to Mohegan Tribe | (15,000 | ) | (15,000 | ) | — | ||||||
Balance, June 30, 2013 | $ | 209,538 | $ | 209,372 | $ | 166 | |||||
Balance, September 30, 2012 | $ | 209,263 | $ | 208,681 | $ | 582 | |||||
Net income (loss) | 42,695 | 45,462 | (2,767 | ) | |||||||
Distributions to Mohegan Tribe | (35,000 | ) | (35,000 | ) | — | ||||||
Repurchase of membership interest | (7,420 | ) | (9,771 | ) | 2,351 | ||||||
Balance, June 30, 2013 | $ | 209,538 | $ | 209,372 | $ | 166 | |||||
Balance, March 31, 2012 | $ | 211,306 | $ | 209,515 | $ | 1,791 | |||||
Net income (loss) | 9,025 | 9,361 | (336 | ) | |||||||
Distributions to Mohegan Tribe | (12,500 | ) | (12,500 | ) | — | ||||||
Balance, June 30, 2012 | $ | 207,831 | $ | 206,376 | $ | 1,455 | |||||
Balance, September 30, 2011 | $ | 198,724 | $ | 196,403 | $ | 2,321 | |||||
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities | 1,968 | 1,968 | — | ||||||||
Contributions from members | 281 | — | 281 | ||||||||
Net income (loss) | 47,308 | 48,455 | (1,147 | ) | |||||||
Distributions to Mohegan Tribe | (40,450 | ) | (40,450 | ) | — | ||||||
Balance, June 30, 2012 | $ | 207,831 | $ | 206,376 | $ | 1,455 |
For the | For the | ||||||
Nine Months Ended | Nine Months Ended | ||||||
June 30, 2013 | June 30, 2012 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net income | $ | 42,695 | $ | 47,308 | |||
Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||
Depreciation and amortization | 60,465 | 64,077 | |||||
Accretion of discount to the relinquishment liability | 3,730 | 6,186 | |||||
Cash paid for accretion of discount to the relinquishment liability | (3,927 | ) | (5,935 | ) | |||
Loss on early exchange of debt | 403 | 14,323 | |||||
Amortization of debt issuance costs | 7,852 | 6,300 | |||||
Accretion of discount | 1,332 | 825 | |||||
Amortization of net deferred gain on settlement of derivative instruments | (66 | ) | (231 | ) | |||
Provision for losses on receivables | 2,574 | 1,835 | |||||
Loss on disposition of assets | 277 | 320 | |||||
Loss from unconsolidated affiliates | 1,698 | — | |||||
Changes in operating assets and liabilities: | |||||||
Increase in receivables | (3,754 | ) | (6,500 | ) | |||
(Increase) decrease in inventories | 68 | (1,024 | ) | ||||
(Increase) decrease in other assets | 5,285 | (3,214 | ) | ||||
Decrease in trade payables | (2,181 | ) | (5,325 | ) | |||
Increase (decrease) in accrued interest | (21,967 | ) | 18,034 | ||||
Increase (decrease) in other liabilities | (8,875 | ) | 7,312 | ||||
Net cash flows provided by operating activities | 85,609 | 144,291 | |||||
Cash flows provided by (used in) investing activities: | |||||||
Purchases of property and equipment, net of increase (decrease) in construction payables of $3,528 and $(6,507), respectively | (39,185 | ) | (40,638 | ) | |||
Issuance of third-party loans and advances | (1,655 | ) | (570 | ) | |||
Payments received on third-party loans | 103 | 113 | |||||
Decrease in restricted cash, net | 21,669 | 261 | |||||
Proceeds from asset sales | 171 | 134 | |||||
Investments in unconsolidated affiliates | (4,965 | ) | — | ||||
Proceeds from Commonwealth of Pennsylvania's facility improvement grant | — | 2,000 | |||||
Net cash flows used in investing activities | (23,862 | ) | (38,700 | ) | |||
Cash flows provided by (used in) financing activities: | |||||||
Bank Credit Facility borrowings - revolving loan | 3,000 | 154,000 | |||||
Bank Credit Facility repayments - revolving loan | (3,000 | ) | (289,000 | ) | |||
Bank Credit Facility repayments - term loan | (3,000 | ) | (2,000 | ) | |||
Term Loan Facility borrowings, net of discount | — | 220,500 | |||||
Line of Credit borrowings | — | 225,215 | |||||
Line of Credit repayments | — | (225,215 | ) | ||||
Borrowings from Mohegan Tribe | — | 20,600 | |||||
Repayments to Mohegan Tribe | (7,462 | ) | — | ||||
Repayments of other long-term debt | (15,798 | ) | (66,454 | ) | |||
Salishan-Mohegan Bank Credit Facility repayments - revolving loan | — | (15,250 | ) | ||||
Principal portion of relinquishment liability payments | (27,951 | ) | (28,756 | ) | |||
Distributions to Mohegan Tribe | (35,000 | ) | (40,450 | ) | |||
Payments of financing fees | (3,491 | ) | (50,178 | ) | |||
Payments on capital lease obligations | (2,838 | ) | (528 | ) | |||
Non-controlling interest contributions | — | 281 | |||||
Net cash flows used in financing activities | (95,540 | ) | (97,235 | ) | |||
Net increase (decrease) in cash and cash equivalents | (33,793 | ) | 8,356 | ||||
Cash and cash equivalents at beginning of period | 114,084 | 112,174 | |||||
Cash and cash equivalents at end of period | $ | 80,291 | $ | 120,530 | |||
Supplemental disclosures: | |||||||
Cash paid during the period for interest | $ | 140,281 | $ | 78,119 | |||
Capital lease | $ | — | $ | 4,048 |
Long-Term Receivables | |||||||||||
Affiliates | Tenants and Others | Total | |||||||||
Balance, March 31, 2013 (1) | $ | 53,678 | $ | 3,520 | $ | 57,198 | |||||
Additions: | |||||||||||
Issuance of affiliate advances and tenant loans, including interest receivable | 1,920 | 74 | 1,994 | ||||||||
Deductions: | |||||||||||
Payments received | — | (35 | ) | (35 | ) | ||||||
Balance, June 30, 2013 (1) | $ | 55,598 | $ | 3,559 | $ | 59,157 | |||||
Balance, September 30, 2012 (1) | $ | 49,841 | $ | 3,533 | $ | 53,374 | |||||
Additions: | |||||||||||
Issuance of affiliate advances and tenant loans, including interest receivable | 5,757 | 129 | 5,886 | ||||||||
Deductions: | |||||||||||
Payments received | — | (103 | ) | (103 | ) | ||||||
Balance, June 30, 2013 (1) | $ | 55,598 | $ | 3,559 | $ | 59,157 |
(1) | Includes interest receivable of $25.7 million, $27.2 million and $22.9 million as of March 31, 2013, June 30, 2013 and September 30, 2012, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010. |
Reserves for Doubtful Collection of Long-Term Receivables | |||||||||||
Affiliates | Tenants and Others | Total | |||||||||
Balance, March 31, 2013 | $ | 22,958 | $ | 65 | $ | 23,023 | |||||
Additions: | |||||||||||
Charges to bad debt expense | 576 | — | 576 | ||||||||
Deductions: | |||||||||||
Adjustments | — | (2 | ) | (2 | ) | ||||||
Balance, June 30, 2013 | $ | 23,534 | $ | 63 | $ | 23,597 | |||||
Balance, September 30, 2012 | $ | 21,807 | $ | 70 | $ | 21,877 | |||||
Additions: | |||||||||||
Charges to bad debt expense | 1,727 | — | 1,727 | ||||||||
Deductions: | |||||||||||
Adjustments | — | (7 | ) | (7 | ) | ||||||
Balance, June 30, 2013 | $ | 23,534 | $ | 63 | $ | 23,597 |
• | 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. |
June 30, 2013 | |||||||
Carrying Value | Fair Value | ||||||
Bank Credit Facility | $ | 394,000 | $ | 378,240 | |||
Term Loan Facility | $ | 221,737 | $ | 221,625 | |||
2009 11 1/2% Second Lien Senior Secured Notes | $ | 195 | $ | 222 | |||
2012 11 1/2% Second Lien Senior Secured Notes | $ | 194,819 | $ | 221,778 | |||
2012 10 1/2% Third Lien Senior Secured Notes | $ | 417,771 | $ | 406,805 | |||
2004 7 1/8% Senior Subordinated Notes | $ | 21,156 | $ | 20,098 | |||
2005 6 7/8% Senior Subordinated Notes | $ | 9,654 | $ | 9,503 | |||
2012 11 % Senior Subordinated Notes | $ | 344,190 | $ | 320,527 |
Mohegan Sun | Corporate | Mohegan Sun at Pocono Downs | Total | ||||||||||||
Balance, March 31, 2013 | $ | 3,972 | $ | — | $ | 99 | $ | 4,071 | |||||||
Adjustments | — | — | 51 | 51 | |||||||||||
Cash payments | (1,993 | ) | — | (140 | ) | (2,133 | ) | ||||||||
Balance, June 30, 2013 | $ | 1,979 | $ | — | $ | 10 | $ | 1,989 | |||||||
Balance, September 30, 2012 | $ | 12,497 | $ | 24 | $ | — | $ | 12,521 | |||||||
Accrued severance at measurement date | — | — | 124 | 124 | |||||||||||
Adjustments | (146 | ) | — | 51 | (95 | ) | |||||||||
Cash payments | (10,372 | ) | (24 | ) | (165 | ) | (10,561 | ) | |||||||
Balance, June 30, 2013 | $ | 1,979 | $ | — | $ | 10 | $ | 1,989 |
June 30, 2013 | September 30, 2012 | ||||||
Bank Credit Facility, due March 2015 | $ | 394,000 | $ | 397,000 | |||
Term Loan Facility, due March 2016, net of discount of $3,263 and $3,988, respectively | 221,737 | 221,012 | |||||
2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively | 195 | 194 | |||||
2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively | 194,819 | 194,213 | |||||
2012 10 1/2% Third Lien Senior Secured Notes, due December 2016 | 417,771 | 417,771 | |||||
2005 6 1/8% Senior Unsecured Notes, due February 2013 | — | 15,775 | |||||
2004 7 1/8% Senior Subordinated Notes, due August 2014 | 21,156 | 21,156 | |||||
2005 6 7/8% Senior Subordinated Notes, due February 2015 | 9,654 | 9,654 | |||||
2012 11 % Senior Subordinated Notes, due September 2018 | 344,190 | 344,190 | |||||
2009 Mohegan Tribe Promissory Note, due September 2014 | 5,125 | 10,000 | |||||
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016 | 18,500 | 20,000 | |||||
Mohegan Tribe Credit Facility, due September 2013 | 363 | 1,450 | |||||
2013 Mohegan Tribe Promissory Note, due December 2018 | 7,420 | — | |||||
Downs Lodging Credit Facility, due July 2016 | 45,000 | 45,000 | |||||
Salishan-Mohegan Promissory Notes, due December 2014 | 485 | — | |||||
Subtotal | 1,680,415 | 1,697,415 | |||||
Plus: net deferred gain on derivative instruments sold | 320 | 386 | |||||
Long-term debt, excluding capital leases | 1,680,735 | 1,697,801 | |||||
Less: current portion of long-term debt | (10,670 | ) | (29,737 | ) | |||
Long-term debt, net of current portion | $ | 1,670,065 | $ | 1,668,064 |
For the Nine Months Ended | |||||||
June 30, 2013 | June 30, 2012 | ||||||
Principal | $ | 28.0 | $ | 28.8 | |||
Accretion of discount | 3.9 | 5.9 | |||||
Total | $ | 31.9 | $ | 34.7 |
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||
(in thousands) | June 30, 2013 | June 30, 2012 | June 30, 2013 | June 30, 2012 | |||||||||||
Net revenues: | |||||||||||||||
Mohegan Sun | $ | 266,699 | $ | 264,876 | $ | 772,571 | $ | 811,838 | |||||||
Mohegan Sun at Pocono Downs | 77,228 | 79,560 | 221,155 | 235,628 | |||||||||||
Corporate and other | 318 | — | 969 | — | |||||||||||
Total | 344,245 | 344,436 | 994,695 | 1,047,466 | |||||||||||
Income (loss) from operations: | |||||||||||||||
Mohegan Sun | 57,396 | 44,801 | 158,654 | 148,424 | |||||||||||
Mohegan Sun at Pocono Downs | 12,435 | 10,716 | 32,441 | 31,660 | |||||||||||
Corporate and other | (5,644 | ) | (4,681 | ) | (18,743 | ) | (12,748 | ) | |||||||
Total | 64,187 | 50,836 | 172,352 | 167,336 | |||||||||||
Accretion of discount to the relinquishment liability | (1,243 | ) | (2,062 | ) | (3,730 | ) | (6,186 | ) | |||||||
Interest income | 1,533 | 1,842 | 4,421 | 3,559 | |||||||||||
Interest expense, net of capitalized interest | (42,379 | ) | (41,581 | ) | (128,213 | ) | (103,047 | ) | |||||||
Loss on early exchange of debt | — | (17 | ) | (403 | ) | (14,323 | ) | ||||||||
Other income (expense), net | 53 | 7 | (1,732 | ) | (31 | ) | |||||||||
Net income | 22,151 | 9,025 | 42,695 | 47,308 | |||||||||||
Loss attributable to non-controlling interests | 146 | 336 | 2,767 | 1,147 | |||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ | 22,297 | $ | 9,361 | $ | 45,462 | $ | 48,455 |
For the Nine Months Ended | |||||||
June 30, 2013 | June 30, 2012 | ||||||
Capital expenditures incurred: | |||||||
Mohegan Sun | $ | 16,821 | $ | 29,967 | |||
Mohegan Sun at Pocono Downs | 3,260 | 3,558 | |||||
Corporate | 23,140 | 606 | |||||
Total | $ | 43,221 | $ | 34,131 | |||
June 30, 2013 | September 30, 2012 | ||||||
Total assets: | |||||||
Mohegan Sun | $ | 1,444,451 | $ | 1,484,369 | |||
Mohegan Sun at Pocono Downs | 561,746 | 570,078 | |||||
Corporate | 168,287 | 199,260 | |||||
Total | $ | 2,174,484 | $ | 2,253,707 |
June 30, 2013 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
ASSETS | |||||||||||||||||||
Property and equipment, net | $ | 1,199,479 | $ | 226,953 | $ | 46,648 | $ | — | $ | 1,473,080 | |||||||||
Intercompany receivables | 234,313 | 29,162 | — | (263,475 | ) | — | |||||||||||||
Investment in subsidiaries | 333,939 | 153 | — | (334,092 | ) | — | |||||||||||||
Other intangible assets, net | 120,537 | 285,084 | — | — | 405,621 | ||||||||||||||
Other assets, net | 159,724 | 71,029 | 65,240 | (210 | ) | 295,783 | |||||||||||||
Total assets | $ | 2,047,992 | $ | 612,381 | $ | 111,888 | $ | (597,777 | ) | $ | 2,174,484 | ||||||||
LIABILITIES AND CAPITAL | |||||||||||||||||||
Current liabilities | $ | 209,493 | $ | 34,246 | $ | 14,124 | $ | — | $ | 257,863 | |||||||||
Due to Mohegan Tribe | — | — | 31,408 | — | 31,408 | ||||||||||||||
Long-term debt and capital leases, net of current portions | 1,603,573 | — | 45,428 | — | 1,649,001 | ||||||||||||||
Relinquishment liability, net of current portion | 22,228 | — | — | — | 22,228 | ||||||||||||||
Intercompany payables | — | 232,765 | 30,710 | (263,475 | ) | — | |||||||||||||
Accumulated losses in excess of investment in subsidiaries | — | 4,066 | — | (4,066 | ) | — | |||||||||||||
Other long-term liabilities | 2,800 | — | 1,646 | — | 4,446 | ||||||||||||||
Total liabilities | 1,838,094 | 271,077 | 123,316 | (267,541 | ) | 1,964,946 | |||||||||||||
Mohegan Tribal Gaming Authority capital | 209,898 | 341,304 | (11,428 | ) | (330,402 | ) | 209,372 | ||||||||||||
Non-controlling interests | — | — | — | 166 | 166 | ||||||||||||||
Total liabilities and capital | $ | 2,047,992 | $ | 612,381 | $ | 111,888 | $ | (597,777 | ) | $ | 2,174,484 |
September 30, 2012 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
ASSETS | |||||||||||||||||||
Property and equipment, net | $ | 1,233,688 | $ | 233,202 | $ | 23,508 | $ | — | $ | 1,490,398 | |||||||||
Intercompany receivables | 223,131 | 12,448 | — | (235,579 | ) | — | |||||||||||||
Investment in subsidiaries | 351,703 | 557 | — | (352,260 | ) | — | |||||||||||||
Other intangible assets, net | 120,623 | 285,305 | — | — | 405,928 | ||||||||||||||
Other assets, net | 208,576 | 71,673 | 77,342 | (210 | ) | 357,381 | |||||||||||||
Total assets | $ | 2,137,721 | $ | 603,185 | $ | 100,850 | $ | (588,049 | ) | $ | 2,253,707 | ||||||||
LIABILITIES AND CAPITAL | |||||||||||||||||||
Current liabilities | $ | 261,433 | $ | 32,771 | $ | 6,359 | $ | — | $ | 300,563 | |||||||||
Due to Mohegan Tribe | — | — | 31,450 | — | 31,450 | ||||||||||||||
Long-term debt and capital leases, net of current portions | 1,607,004 | — | 45,000 | — | 1,652,004 | ||||||||||||||
Relinquishment liability, net of current portion | 57,470 | — | — | — | 57,470 | ||||||||||||||
Intercompany payables | — | 222,787 | 12,792 | (235,579 | ) | — | |||||||||||||
Other long-term liabilities | 2,607 | — | 350 | — | 2,957 | ||||||||||||||
Total liabilities | 1,928,514 | 255,558 | 95,951 | (235,579 | ) | 2,044,444 | |||||||||||||
Mohegan Tribal Gaming Authority capital | 209,207 | 347,627 | 4,899 | (353,052 | ) | 208,681 | |||||||||||||
Non-controlling interests | — | — | — | 582 | 582 | ||||||||||||||
Total liabilities and capital | $ | 2,137,721 | $ | 603,185 | $ | 100,850 | $ | (588,049 | ) | $ | 2,253,707 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Three Months Ended June 30, 2013 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
Net revenues | $ | 264,735 | $ | 79,871 | $ | 382 | $ | (743 | ) | $ | 344,245 | ||||||||
Operating costs and expenses: | |||||||||||||||||||
Gaming and other operations | 150,691 | 55,361 | — | (683 | ) | 205,369 | |||||||||||||
Advertising, general and administrative | 42,646 | 8,853 | 2,532 | (60 | ) | 53,971 | |||||||||||||
Depreciation and amortization | 16,958 | 3,392 | — | — | 20,350 | ||||||||||||||
Loss on disposition of assets | 126 | 18 | — | — | 144 | ||||||||||||||
Severance | — | 51 | — | — | 51 | ||||||||||||||
Pre-opening | — | 173 | — | — | 173 | ||||||||||||||
Total operating costs and expenses | 210,421 | 67,848 | 2,532 | (743 | ) | 280,058 | |||||||||||||
Income (loss) from operations | 54,314 | 12,023 | (2,150 | ) | — | 64,187 | |||||||||||||
Accretion of discount to the relinquishment liability | (1,243 | ) | — | — | — | (1,243 | ) | ||||||||||||
Interest expense, net of capitalized interest | (29,338 | ) | (11,092 | ) | (2,579 | ) | 630 | (42,379 | ) | ||||||||||
Loss on interests in subsidiaries | (1,462 | ) | (1,747 | ) | — | 3,209 | — | ||||||||||||
Other income, net | 26 | 683 | 1,507 | (630 | ) | 1,586 | |||||||||||||
Net income (loss) | 22,297 | (133 | ) | (3,222 | ) | 3,209 | 22,151 | ||||||||||||
Loss attributable to non-controlling interests | — | — | — | 146 | 146 | ||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 22,297 | $ | (133 | ) | $ | (3,222 | ) | $ | 3,355 | $ | 22,297 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Three Months Ended June 30, 2012 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
Net revenues | $ | 263,090 | $ | 82,271 | $ | — | $ | (925 | ) | $ | 344,436 | ||||||||
Operating costs and expenses: | |||||||||||||||||||
Gaming and other operations | 160,866 | 58,554 | — | (925 | ) | 218,495 | |||||||||||||
Advertising, general and administrative | 43,189 | 8,823 | 1,369 | — | 53,381 | ||||||||||||||
Depreciation and amortization | 17,384 | 4,309 | — | — | 21,693 | ||||||||||||||
Loss on disposition of assets | 18 | 13 | — | — | 31 | ||||||||||||||
Total operating costs and expenses | 221,457 | 71,699 | 1,369 | (925 | ) | 293,600 | |||||||||||||
Income (loss) from operations | 41,633 | 10,572 | (1,369 | ) | — | 50,836 | |||||||||||||
Accretion of discount to the relinquishment liability | (2,062 | ) | — | — | — | (2,062 | ) | ||||||||||||
Interest expense | (20,775 | ) | (19,974 | ) | (977 | ) | 145 | (41,581 | ) | ||||||||||
Loss on early exchange of debt | (17 | ) | — | — | — | (17 | ) | ||||||||||||
Loss on interests in subsidiaries | (9,451 | ) | (226 | ) | — | 9,677 | — | ||||||||||||
Other income, net | 33 | 177 | 1,784 | (145 | ) | 1,849 | |||||||||||||
Net income (loss) | 9,361 | (9,451 | ) | (562 | ) | 9,677 | 9,025 | ||||||||||||
Loss attributable to non-controlling interests | — | — | — | 336 | 336 | ||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 9,361 | $ | (9,451 | ) | $ | (562 | ) | $ | 10,013 | $ | 9,361 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2013 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
Net revenues | $ | 770,316 | $ | 224,324 | $ | 1,163 | $ | (1,108 | ) | $ | 994,695 | ||||||||
Operating costs and expenses: | |||||||||||||||||||
Gaming and other operations | 439,040 | 160,320 | — | (928 | ) | 598,432 | |||||||||||||
Advertising, general and administrative | 129,361 | 24,091 | 9,623 | (180 | ) | 162,895 | |||||||||||||
Depreciation and amortization | 50,444 | 10,021 | — | — | 60,465 | ||||||||||||||
Loss on disposition of assets | 259 | 18 | — | — | 277 | ||||||||||||||
Severance | (146 | ) | 175 | — | — | 29 | |||||||||||||
Pre-opening | — | 245 | — | — | 245 | ||||||||||||||
Total operating costs and expenses | 618,958 | 194,870 | 9,623 | (1,108 | ) | 822,343 | |||||||||||||
Income (loss) from operations | 151,358 | 29,454 | (8,460 | ) | — | 172,352 | |||||||||||||
Accretion of discount to the relinquishment liability | (3,730 | ) | — | — | — | (3,730 | ) | ||||||||||||
Interest expense, net of capitalized interest | (88,942 | ) | (32,999 | ) | (7,745 | ) | 1,473 | (128,213 | ) | ||||||||||
Loss on early exchange of debt | (403 | ) | — | — | — | (403 | ) | ||||||||||||
Loss on interests in subsidiaries | (12,949 | ) | (4,469 | ) | — | 17,418 | — | ||||||||||||
Other income, net | 128 | 1,536 | 2,498 | (1,473 | ) | 2,689 | |||||||||||||
Net income (loss) | 45,462 | (6,478 | ) | (13,707 | ) | 17,418 | 42,695 | ||||||||||||
Loss attributable to non-controlling interests | — | — | — | 2,767 | 2,767 | ||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 45,462 | $ | (6,478 | ) | $ | (13,707 | ) | $ | 20,185 | $ | 45,462 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2012 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
Net revenues | $ | 809,936 | $ | 238,457 | $ | — | $ | (927 | ) | $ | 1,047,466 | ||||||||
Operating costs and expenses: | |||||||||||||||||||
Gaming and other operations | 485,354 | 171,467 | — | (927 | ) | 655,894 | |||||||||||||
Advertising, general and administrative | 132,123 | 24,761 | 2,955 | — | 159,839 | ||||||||||||||
Depreciation and amortization | 51,335 | 12,742 | — | — | 64,077 | ||||||||||||||
Loss on disposition of assets | 36 | 284 | — | — | 320 | ||||||||||||||
Total operating costs and expenses | 668,848 | 209,254 | 2,955 | (927 | ) | 880,130 | |||||||||||||
Income (loss) from operations | 141,088 | 29,203 | (2,955 | ) | — | 167,336 | |||||||||||||
Accretion of discount to the relinquishment liability | (6,186 | ) | — | — | — | (6,186 | ) | ||||||||||||
Interest expense | (51,767 | ) | (49,379 | ) | (2,480 | ) | 579 | (103,047 | ) | ||||||||||
Loss on early exchange of debt | (14,323 | ) | — | — | — | (14,323 | ) | ||||||||||||
Loss on interests in subsidiaries | (20,640 | ) | (1,103 | ) | — | 21,743 | — | ||||||||||||
Other income, net | 283 | 639 | 3,185 | (579 | ) | 3,528 | |||||||||||||
Net income (loss) | 48,455 | (20,640 | ) | (2,250 | ) | 21,743 | 47,308 | ||||||||||||
Loss attributable to non-controlling interests | — | — | — | 1,147 | 1,147 | ||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 48,455 | $ | (20,640 | ) | $ | (2,250 | ) | $ | 22,890 | $ | 48,455 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2013 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
Net cash flows provided by (used in) operating activities | $ | 56,345 | $ | 38,754 | $ | (9,490 | ) | $ | — | $ | 85,609 | ||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||||||||
Purchases of property and equipment | (19,298 | ) | (3,570 | ) | (16,317 | ) | — | (39,185 | ) | ||||||||||
Decrease in restricted cash, net | — | 2,727 | 18,942 | — | 21,669 | ||||||||||||||
Investments in unconsolidated affiliates | — | — | (4,965 | ) | — | (4,965 | ) | ||||||||||||
Other cash flows provided by (used in) investing activities | 53,662 | (15,257 | ) | (1,655 | ) | (38,131 | ) | (1,381 | ) | ||||||||||
Net cash flows provided by (used in) investing activities | 34,364 | (16,100 | ) | (3,995 | ) | (38,131 | ) | (23,862 | ) | ||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||||||||
Bank Credit Facility borrowings - revolving loan | 3,000 | — | — | — | 3,000 | ||||||||||||||
Bank Credit Facility repayments - revolving loan | (3,000 | ) | — | — | — | (3,000 | ) | ||||||||||||
Bank Credit Facility repayments - term loan | (3,000 | ) | — | — | — | (3,000 | ) | ||||||||||||
Repayments to Mohegan Tribe | — | — | (7,462 | ) | — | (7,462 | ) | ||||||||||||
Repayments of other long-term debt | (15,775 | ) | — | (23 | ) | — | (15,798 | ) | |||||||||||
Principal portion of relinquishment liability payments | (27,951 | ) | — | — | — | (27,951 | ) | ||||||||||||
Distributions to Mohegan Tribe | (35,000 | ) | — | — | — | (35,000 | ) | ||||||||||||
Payments of financing fees | (3,291 | ) | — | (200 | ) | — | (3,491 | ) | |||||||||||
Other cash flows provided by (used in) financing activities | (39,371 | ) | (22,866 | ) | 21,268 | 38,131 | (2,838 | ) | |||||||||||
Net cash flows provided by (used in) financing activities | (124,388 | ) | (22,866 | ) | 13,583 | 38,131 | (95,540 | ) | |||||||||||
Net increase (decrease) in cash and cash equivalents | (33,679 | ) | (212 | ) | 98 | — | (33,793 | ) | |||||||||||
Cash and cash equivalents at beginning of period | 91,836 | 21,757 | 491 | — | 114,084 | ||||||||||||||
Cash and cash equivalents at end of period | $ | 58,157 | $ | 21,545 | $ | 589 | $ | — | $ | 80,291 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2012 | |||||||||||||||||||
Authority | Total Guarantor Subsidiaries (1) | Total Non-Guarantor Subsidiaries and Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||
Net cash flows provided by (used in) operating activities | $ | 103,561 | $ | 43,100 | $ | (2,370 | ) | $ | — | $ | 144,291 | ||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||||||||
Purchases of property and equipment | (34,536 | ) | (6,102 | ) | — | — | (40,638 | ) | |||||||||||
Other cash flows provided by (used in) investing activities | 34,702 | 5,182 | (562 | ) | (37,384 | ) | 1,938 | ||||||||||||
Net cash flows provided by (used in) investing activities | 166 | (920 | ) | (562 | ) | (37,384 | ) | (38,700 | ) | ||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||||||||
Bank Credit Facility borrowings - revolving loan | 154,000 | — | — | — | 154,000 | ||||||||||||||
Bank Credit Facility repayments - revolving loan | (289,000 | ) | — | — | — | (289,000 | ) | ||||||||||||
Bank Credit Facility repayments - term loan | (2,000 | ) | — | — | — | (2,000 | ) | ||||||||||||
Term Loan Facility borrowings, net of discount | 220,500 | — | — | — | 220,500 | ||||||||||||||
Line of Credit borrowings | 225,215 | — | — | — | 225,215 | ||||||||||||||
Line of Credit repayments | (225,215 | ) | — | — | — | (225,215 | ) | ||||||||||||
Borrowings from Mohegan Tribe | — | — | 20,600 | — | 20,600 | ||||||||||||||
Repayments of other long-term debt | (66,454 | ) | — | — | — | (66,454 | ) | ||||||||||||
Salishan-Mohegan Bank Credit Facility repayments - revolving loan | — | — | (15,250 | ) | — | (15,250 | ) | ||||||||||||
Principal portion of relinquishment liability payments | (28,756 | ) | — | — | — | (28,756 | ) | ||||||||||||
Distributions to Mohegan Tribe | (40,450 | ) | — | — | — | (40,450 | ) | ||||||||||||
Payments of financing fees | (50,178 | ) | — | — | — | (50,178 | ) | ||||||||||||
Other cash flows provided by (used in) financing activities | 5,495 | (40,754 | ) | (2,372 | ) | 37,384 | (247 | ) | |||||||||||
Net cash flows provided by (used in) financing activities | (96,843 | ) | (40,754 | ) | 2,978 | 37,384 | (97,235 | ) | |||||||||||
Net increase in cash and cash equivalents | 6,884 | 1,426 | 46 | — | 8,356 | ||||||||||||||
Cash and cash equivalents at beginning of period | 89,018 | 22,931 | 225 | — | 112,174 | ||||||||||||||
Cash and cash equivalents at end of period | $ | 95,902 | $ | 24,357 | $ | 271 | $ | — | $ | 120,530 |
(1) | Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
• | the financial performance of Mohegan Sun and Mohegan Sun at Pocono Downs and the Pennsylvania off-track wagering facilities; |
• | the local, regional, national or global economic climate, including the lingering effects of the economic recession, which has affected our revenues and earnings; |
• | increased competition, including the expansion of gaming in New England, New York, New Jersey or Pennsylvania; |
• | 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; |
• | our ability to successfully implement our diversification strategy; |
• | an act of terrorism on the United States; |
• | our customers' access to inexpensive transportation to our facilities and changes in oil, fuel or other transportation-related expenses; and |
• | unfavorable weather conditions. |
• | approximately 188,000 square feet of gaming space; |
• | approximately 2,925 slot machines and 160 table games, including blackjack, roulette and craps; |
• | Sunrise Square, a 9,800-square-foot Asian-themed gaming area; |
• | an approximately 9,000-square-foot simulcasting Racebook facility; |
• | food and beverage amenities, including: Seasons Buffet, a 784-seat multi-station buffet with live cooking stations, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, Bobby Flay's Bobby's Burger Palace, Bow & Arrow Sports Bar and multiple service bars, all operated by us, as well as Ballo Italian Restaurant & Social Club, Frank Pepe Pizzeria Napoletana, Hash House a Go Go and Fidelia's Market, an approximately 290-seat multi-station food court, operated by third-parties, for a total restaurant seating of approximately 2,075; |
• | four Mohegan Sun-owned retail shops, offering products ranging from Mohegan Sun logo souvenirs to cigars; and |
• | the Wolf Den, an approximately 10,000-square-foot, 400-seat lounge featuring live entertainment seven days a week. |
• | approximately 119,000 square feet of gaming space; |
• | approximately 2,045 slot machines and 100 table games, including blackjack, roulette and craps; |
• | food and beverage amenities, including: Todd English's Tuscany, Bobby Flay's Bar Americain, a 24-hour coffee shop and three lounges and bars, all operated by us, as well as five full-service restaurants, three quick-service restaurants and a multi-station food court operated by third-parties, for a total restaurant seating of approximately 2,285; |
• | The Shops at Mohegan Sun containing 31 retail shops, seven of which we own; |
• | the Mohegan Sun Arena with seating for up to 10,000; |
• | an approximately 1,200-room luxury Sky Hotel Tower, including a private high-limit table games suite; |
• | Landsdowne Irish Pub and Music House, Ultra 88 nightclub and Vista Lounge, operated by a third-party; |
• | an approximately 20,000-square-foot spa operated by a third-party; |
• | Glo at the Pool, a nightlife entertainment venue operated by us; |
• | approximately 100,000 square feet of convention space; and |
• | a child care facility and an arcade-style entertainment area operated by a third-party. |
• | approximately 45,000 square feet of gaming space; |
• | approximately 560 slot machines, 25 table games, including blackjack, roulette and craps, and a 42-table themed poker room; |
• | food and beverage amenities, including: a two-level, 16,000-square-foot Jimmy Buffett's Margaritaville Restaurant and a casual dining restaurant operated by third-parties, for a total restaurant seating of approximately 475; |
• | Mist, a nightlife entertainment venue operated by us; and |
• | a retail shop operated by a third-party. |
• | approximately 82,000 square feet of gaming space; |
• | approximately 2,330 slot machines, 66 table games, including blackjack, roulette and craps, and an 18-table poker room; |
• | live harness racing and simulcast and off-track wagering; |
• | food and beverage amenities, including: Ruth's Chris Steakhouse, Rustic Kitchen Bistro and Bar, which features dining and a live cooking show, Bar Louie, a casual bar and restaurant, Timbers Buffet, a 300-seat Mohegan Indian cultural heritage themed multi-station buffet, and a food court, including: Johnny Rockets, Wok 8, Puck Express by Wolfgang Puck and Ben & Jerry's Ice Cream, for a total seating of approximately 1,800; |
• | five retail shops, one of which we own, offering products ranging from Mohegan Sun at Pocono Downs logo souvenirs to fine apparel; and |
• | three bars/lounges: Sunburst Bar, featured in the center of the gaming floor, Breakers Night Club and Pearl Sushi Bar. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Net revenues: | |||||||||||||||||||||||||||||
Mohegan Sun | $ | 266,699 | $ | 264,876 | $ | 1,823 | 0.7 | % | $ | 772,571 | $ | 811,838 | $ | (39,267 | ) | (4.8 | )% | ||||||||||||
Mohegan Sun at Pocono Downs | 77,228 | 79,560 | (2,332 | ) | (2.9 | )% | 221,155 | 235,628 | (14,473 | ) | (6.1 | )% | |||||||||||||||||
Corporate and other | 318 | — | 318 | 100.0 | % | 969 | — | 969 | 100.0 | % | |||||||||||||||||||
Total | $ | 344,245 | $ | 344,436 | $ | (191 | ) | (0.1 | )% | $ | 994,695 | $ | 1,047,466 | $ | (52,771 | ) | (5.0 | )% | |||||||||||
Income (loss) from operations: | |||||||||||||||||||||||||||||
Mohegan Sun | $ | 57,396 | $ | 44,801 | $ | 12,595 | 28.1 | % | $ | 158,654 | $ | 148,424 | $ | 10,230 | 6.9 | % | |||||||||||||
Mohegan Sun at Pocono Downs | 12,435 | 10,716 | 1,719 | 16.0 | % | 32,441 | 31,660 | 781 | 2.5 | % | |||||||||||||||||||
Corporate and other | (5,644 | ) | (4,681 | ) | (963 | ) | 20.6 | % | (18,743 | ) | (12,748 | ) | (5,995 | ) | 47.0 | % | |||||||||||||
Total | $ | 64,187 | $ | 50,836 | $ | 13,351 | 26.3 | % | $ | 172,352 | $ | 167,336 | $ | 5,016 | 3.0 | % | |||||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ | 22,297 | $ | 9,361 | $ | 12,936 | 138.2 | % | $ | 45,462 | $ | 48,455 | $ | (2,993 | ) | (6.2 | )% | ||||||||||||
Operating margin: | |||||||||||||||||||||||||||||
Mohegan Sun | 21.5 | % | 16.9 | % | 4.6 | % | 27.2 | % | 20.5 | % | 18.3 | % | 2.2 | % | 12.0 | % | |||||||||||||
Mohegan Sun at Pocono Downs | 16.1 | % | 13.5 | % | 2.6 | % | 19.3 | % | 14.7 | % | 13.4 | % | 1.3 | % | 9.7 | % | |||||||||||||
Total | 18.6 | % | 14.8 | % | 3.8 | % | 25.7 | % | 17.3 | % | 16.0 | % | 1.3 | % | 8.1 | % |
• | a weak regional economic environment and its related impact on consumer discretionary spending; |
• | an increasingly competitive environment; |
• | workforce reductions and other cost saving initiatives implemented in September 2012 at Mohegan Sun and March 2013 at Mohegan Sun at Pocono Downs; |
• | continued changes in operations designed to improve profitability; |
• | continued focus on managing expenses and enhancing operating efficiencies; |
• | higher table games hold percentage; |
• | unfavorable weather conditions in the nine months ended June 30, 2013; |
• | higher interest expense in the nine months ended June 30, 2013; and |
• | a $14.3 million non-operating loss on early exchange of debt in March 2012. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 232,161 | $ | 232,346 | $ | (185 | ) | (0.1 | )% | $ | 677,280 | $ | 718,109 | $ | (40,829 | ) | (5.7 | )% | |||||||||||
Food and beverage | 15,341 | 16,163 | (822 | ) | (5.1 | )% | 44,288 | 49,827 | (5,539 | ) | (11.1 | )% | |||||||||||||||||
Hotel | 10,318 | 10,152 | 166 | 1.6 | % | 30,363 | 29,524 | 839 | 2.8 | % | |||||||||||||||||||
Retail, entertainment and other | 29,615 | 27,620 | 1,995 | 7.2 | % | 77,137 | 76,265 | 872 | 1.1 | % | |||||||||||||||||||
Total | $ | 287,435 | $ | 286,281 | $ | 1,154 | 0.4 | % | $ | 829,068 | $ | 873,725 | $ | (44,657 | ) | (5.1 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Gaming | 80.8 | % | 81.2 | % | 81.7 | % | 82.2 | % | |||
Food and beverage | 5.3 | % | 5.6 | % | 5.3 | % | 5.7 | % | |||
Hotel | 3.6 | % | 3.5 | % | 3.7 | % | 3.4 | % | |||
Retail, entertainment and other | 10.3 | % | 9.7 | % | 9.3 | % | 8.7 | % | |||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Slots: | |||||||||||||||||||||||||||||
Handle | $ | 1,923,281 | $ | 2,010,037 | $ | (86,756 | ) | (4.3 | )% | $ | 5,532,262 | $ | 6,086,090 | $ | (553,828 | ) | (9.1 | )% | |||||||||||
Gross revenues | $ | 158,129 | $ | 165,224 | $ | (7,095 | ) | (4.3 | )% | $ | 457,779 | $ | 504,095 | $ | (46,316 | ) | (9.2 | )% | |||||||||||
Net revenues | $ | 152,086 | $ | 158,761 | $ | (6,675 | ) | (4.2 | )% | $ | 439,721 | $ | 484,002 | $ | (44,281 | ) | (9.1 | )% | |||||||||||
Free promotional slot plays (1) | $ | 17,624 | $ | 18,236 | $ | (612 | ) | (3.4 | )% | $ | 46,419 | $ | 46,476 | $ | (57 | ) | (0.1 | )% | |||||||||||
Weighted average number of machines (in units) | 5,530 | 5,953 | (423 | ) | (7.1 | )% | 5,560 | 6,085 | (525 | ) | (8.6 | )% | |||||||||||||||||
Hold percentage (gross) | 8.2 | % | 8.2 | % | — | — | 8.3 | % | 8.3 | % | — | — | |||||||||||||||||
Win per unit per day (gross) (in dollars) | $ | 314 | $ | 305 | $ | 9 | 3.0 | % | $ | 302 | $ | 302 | — | — | |||||||||||||||
Table games: | |||||||||||||||||||||||||||||
Drop | $ | 467,768 | $ | 469,276 | $ | (1,508 | ) | (0.3 | )% | $ | 1,369,217 | $ | 1,448,202 | $ | (78,985 | ) | (5.5 | )% | |||||||||||
Revenues | $ | 76,176 | $ | 69,150 | $ | 7,026 | 10.2 | % | $ | 225,573 | $ | 220,047 | $ | 5,526 | 2.5 | % | |||||||||||||
Weighted average number of games (in units) | 284 | 314 | (30 | ) | (9.6 | )% | 286 | 314 | (28 | ) | (8.9 | )% | |||||||||||||||||
Hold percentage (2) | 16.3 | % | 14.7 | % | 1.6 | % | 10.9 | % | 16.5 | % | 15.2 | % | 1.3 | % | 8.6 | % | |||||||||||||
Win per unit per day (in dollars) | $ | 2,944 | $ | 2,421 | $ | 523 | 21.6 | % | $ | 2,893 | $ | 2,560 | $ | 333 | 13.0 | % | |||||||||||||
Poker: | |||||||||||||||||||||||||||||
Revenues | $ | 2,314 | $ | 2,627 | $ | (313 | ) | (11.9 | )% | $ | 7,459 | $ | 8,705 | $ | (1,246 | ) | (14.3 | )% | |||||||||||
Weighted average number of tables (in units) | 42 | 42 | — | — | 42 | 42 | — | — | |||||||||||||||||||||
Revenue per unit per day (in dollars) | $ | 606 | $ | 687 | $ | (81 | ) | (11.8 | )% | $ | 651 | $ | 756 | $ | (105 | ) | (13.9 | )% |
(1) | Free promotional slot plays are included in slot handle, but not reflected in slot revenues. |
(2) | Table game hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Meals served | 708 | 809 | (101 | ) | (12.5 | )% | 2,047 | 2,413 | (366 | ) | (15.2 | )% | |||||||||||||||||
Average price per meal served (in dollars) | $ | 16.38 | $ | 16.08 | $ | 0.30 | 1.9 | % | $ | 16.26 | $ | 16.37 | $ | (0.11 | ) | (0.7 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | |||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | |||||||||||||||||||||
Rooms occupied | 104 | 103 | 1 | 1.0 | % | 310 | 308 | 2 | 0.6 | % | ||||||||||||||||||
Occupancy rate | 96.7 | % | 96.3 | % | 0.4 | % | 0.4 | % | 96.5 | % | 95.8 | % | 0.7 | % | 0.7 | % | ||||||||||||
Average daily room rate (in dollars) | $ | 95 | $ | 93 | 2 | 2.2 | % | $ | 94 | $ | 91 | $ | 3 | 3.3 | % | |||||||||||||
Revenue per available room (in dollars) | $ | 92 | $ | 89 | 3 | 3.4 | % | $ | 90 | $ | 87 | $ | 3 | 3.4 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Arena events (in events) | 26 | 38 | (12 | ) | (31.6 | )% | 71 | 91 | (20 | ) | (22.0 | )% | |||||||||||||||||
Arena tickets | 174 | 229 | (55 | ) | (24.0 | )% | 451 | 529 | (78 | ) | (14.7 | )% | |||||||||||||||||
Average price per Arena ticket (in dollars) | $ | 61.45 | $ | 42.23 | $ | 19.22 | 45.5 | % | $ | 56.20 | $ | 45.12 | $ | 11.08 | 24.6 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 6,008 | $ | 6,498 | $ | (490 | ) | (7.5 | )% | $ | 16,452 | $ | 19,988 | $ | (3,536 | ) | (17.7 | )% | |||||||||||
Hotel | 3,305 | 3,411 | (106 | ) | (3.1 | )% | 10,238 | 10,434 | (196 | ) | (1.9 | )% | |||||||||||||||||
Retail, entertainment and other | 11,423 | 11,496 | (73 | ) | (0.6 | )% | 29,807 | 31,465 | (1,658 | ) | (5.3 | )% | |||||||||||||||||
Total | $ | 20,736 | $ | 21,405 | $ | (669 | ) | (3.1 | )% | $ | 56,497 | $ | 61,887 | $ | (5,390 | ) | (8.7 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 5,926 | $ | 6,350 | $ | (424 | ) | (6.7 | )% | $ | 16,575 | $ | 19,679 | $ | (3,104 | ) | (15.8 | )% | |||||||||||
Hotel | 1,735 | 1,811 | (76 | ) | (4.2 | )% | 5,361 | 5,716 | (355 | ) | (6.2 | )% | |||||||||||||||||
Retail, entertainment and other | 10,038 | 10,267 | (229 | ) | (2.2 | )% | 27,734 | 28,844 | (1,110 | ) | (3.8 | )% | |||||||||||||||||
Total | $ | 17,699 | $ | 18,428 | $ | (729 | ) | (4.0 | )% | $ | 49,670 | $ | 54,239 | $ | (4,569 | ) | (8.4 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 127,898 | $ | 138,387 | $ | (10,489 | ) | (7.6 | )% | $ | 374,426 | $ | 419,690 | $ | (45,264 | ) | (10.8 | )% | |||||||||||
Food and beverage | 8,229 | 8,970 | (741 | ) | (8.3 | )% | 25,226 | 27,139 | (1,913 | ) | (7.0 | )% | |||||||||||||||||
Hotel | 3,743 | 3,658 | 85 | 2.3 | % | 10,674 | 10,703 | (29 | ) | (0.3 | )% | ||||||||||||||||||
Retail, entertainment and other | 11,550 | 10,291 | 1,259 | 12.2 | % | 30,447 | 28,957 | 1,490 | 5.1 | % | |||||||||||||||||||
Advertising, general and administrative | 40,489 | 41,045 | (556 | ) | (1.4 | )% | 121,651 | 124,623 | (2,972 | ) | (2.4 | )% | |||||||||||||||||
Depreciation and amortization | 17,268 | 17,706 | (438 | ) | (2.5 | )% | 51,380 | 52,266 | (886 | ) | (1.7 | )% | |||||||||||||||||
Loss on disposition of assets | 126 | 18 | 108 | 600.0 | % | 259 | 36 | 223 | 619.4 | % | |||||||||||||||||||
Severance (1) | — | — | — | — | (146 | ) | — | (146 | ) | (100.0 | )% | ||||||||||||||||||
Total | $ | 209,303 | $ | 220,075 | $ | (10,772 | ) | (4.9 | )% | $ | 613,917 | $ | 663,414 | $ | (49,497 | ) | (7.5 | )% |
(1) | Workforce reduction severance. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 72,421 | $ | 74,747 | $ | (2,326 | ) | (3.1 | )% | $ | 208,322 | $ | 222,644 | $ | (14,322 | ) | (6.4 | )% | |||||||||||
Food and beverage | 7,059 | 6,537 | 522 | 8.0 | % | 19,116 | 18,800 | 316 | 1.7 | % | |||||||||||||||||||
Retail, entertainment and other | 2,398 | 2,326 | 72 | 3.1 | % | 6,356 | 6,193 | 163 | 2.6 | % | |||||||||||||||||||
Total | $ | 81,878 | $ | 83,610 | $ | (1,732 | ) | (2.1 | )% | $ | 233,794 | $ | 247,637 | $ | (13,843 | ) | (5.6 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Gaming | 88.5 | % | 89.4 | % | 89.1 | % | 89.9 | % | |||
Food and beverage | 8.6 | % | 7.8 | % | 8.2 | % | 7.6 | % | |||
Retail, entertainment and other | 2.9 | % | 2.8 | % | 2.7 | % | 2.5 | % | |||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Slots: | |||||||||||||||||||||||||||||
Handle | $ | 774,897 | $ | 743,645 | $ | 31,252 | 4.2 | % | $ | 2,181,982 | $ | 2,235,962 | $ | (53,980 | ) | (2.4 | )% | ||||||||||||
Gross revenues | $ | 56,600 | $ | 59,696 | $ | (3,096 | ) | (5.2 | )% | $ | 165,101 | $ | 178,653 | $ | (13,552 | ) | (7.6 | )% | |||||||||||
Net revenues | $ | 56,575 | $ | 59,667 | $ | (3,092 | ) | (5.2 | )% | $ | 165,068 | $ | 178,618 | $ | (13,550 | ) | (7.6 | )% | |||||||||||
Free promotional slot plays (1) | $ | 23,327 | $ | 15,324 | $ | 8,003 | 52.2 | % | $ | 58,243 | $ | 46,508 | $ | 11,735 | 25.2 | % | |||||||||||||
Weighted average number of machines (in units) | 2,332 | 2,332 | — | — | 2,332 | 2,332 | — | — | |||||||||||||||||||||
Hold percentage (gross) | 7.3 | % | 8.0 | % | (0.7 | )% | (8.8 | )% | 7.6 | % | 8.0 | % | (0.4 | )% | (5.0 | )% | |||||||||||||
Win per unit per day (gross) (in dollars) | $ | 267 | $ | 281 | $ | (14 | ) | (5.0 | )% | $ | 259 | $ | 280 | $ | (21 | ) | (7.5 | )% | |||||||||||
Table games: | |||||||||||||||||||||||||||||
Drop | $ | 51,437 | $ | 50,927 | $ | 510 | 1.0 | % | $ | 144,576 | $ | 161,480 | $ | (16,904 | ) | (10.5 | )% | ||||||||||||
Revenues | $ | 10,048 | $ | 9,246 | $ | 802 | 8.7 | % | $ | 28,855 | $ | 29,216 | $ | (361 | ) | (1.2 | )% | ||||||||||||
Weighted average number of games (in units) | 66 | 66 | — | — | 66 | 66 | — | — | |||||||||||||||||||||
Hold percentage (2) | 19.5 | % | 18.2 | % | 1.3 | % | 7.1 | % | 20.0 | % | 18.1 | % | 1.9 | % | 10.5 | % | |||||||||||||
Win per unit per day (in dollars) | $ | 1,673 | $ | 1,540 | $ | 133 | 8.6 | % | $ | 1,601 | $ | 1,615 | $ | (14 | ) | (0.9 | )% | ||||||||||||
Poker: | |||||||||||||||||||||||||||||
Revenues | $ | 900 | $ | 871 | $ | 29 | 3.3 | % | $ | 3,102 | $ | 2,891 | $ | 211 | 7.3 | % | |||||||||||||
Weighted average number of tables (in units) | 18 | 18 | — | — | 18 | 18 | — | — | |||||||||||||||||||||
Revenue per unit per day (in dollars) | $ | 549 | $ | 531 | $ | 18 | 3.4 | % | $ | 631 | $ | 586 | $ | 45 | 7.7 | % |
(1) | Free promotional slot plays are included in slot handle, but not reflected in slot revenues. |
(2) | Table games hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Meals served | 209 | 186 | 23 | 12.4 | % | 534 | 546 | (12 | ) | (2.2 | )% | ||||||||||||||||||
Average price per meal served (in dollars) | $ | 15.84 | $ | 15.98 | $ | (0.14 | ) | (0.9 | )% | $ | 16.49 | $ | 15.67 | $ | 0.82 | 5.2 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 4,245 | $ | 3,608 | $ | 637 | 17.7 | % | $ | 11,351 | $ | 10,729 | $ | 622 | 5.8 | % | |||||||||||||
Retail and entertainment | 405 | 442 | (37 | ) | (8.4 | )% | 1,288 | 1,280 | 8 | 0.6 | % | ||||||||||||||||||
Total | $ | 4,650 | $ | 4,050 | $ | 600 | 14.8 | % | $ | 12,639 | $ | 12,009 | $ | 630 | 5.2 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 2,917 | $ | 2,786 | $ | 131 | 4.7 | % | $ | 8,225 | $ | 8,165 | $ | 60 | 0.7 | % | |||||||||||||
Retail and entertainment | 404 | 533 | (129 | ) | (24.2 | )% | 1,388 | 1,492 | (104 | ) | (7.0 | )% | |||||||||||||||||
Total | $ | 3,321 | $ | 3,319 | $ | 2 | 0.1 | % | $ | 9,613 | $ | 9,657 | $ | (44 | ) | (0.5 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 51,639 | $ | 54,632 | $ | (2,993 | ) | (5.5 | )% | $ | 150,983 | $ | 162,327 | $ | (11,344 | ) | (7.0 | )% | |||||||||||
Food and beverage | 2,002 | 2,270 | (268 | ) | (11.8 | )% | 5,809 | 6,216 | (407 | ) | (6.5 | )% | |||||||||||||||||
Retail, entertainment and other | 308 | 287 | 21 | 7.3 | % | 867 | 862 | 5 | 0.6 | % | |||||||||||||||||||
Advertising, general and administrative | 7,549 | 7,685 | (136 | ) | (1.8 | )% | 21,620 | 22,563 | (943 | ) | (4.2 | )% | |||||||||||||||||
Depreciation and amortization | 3,053 | 3,957 | (904 | ) | (22.8 | )% | 8,997 | 11,716 | (2,719 | ) | (23.2 | )% | |||||||||||||||||
Loss on disposition of assets | 18 | 13 | 5 | 38.5 | % | 18 | 284 | (266 | ) | (93.7 | )% | ||||||||||||||||||
Severance (1) | 51 | — | 51 | 100.0 | % | 175 | — | 175 | 100.0 | % | |||||||||||||||||||
Pre-opening | 173 | — | 173 | 100.0 | % | 245 | — | 245 | 100.0 | % | |||||||||||||||||||
Total | $ | 64,793 | $ | 68,844 | $ | (4,051 | ) | (5.9 | )% | $ | 188,714 | $ | 203,968 | $ | (15,254 | ) | (7.5 | )% |
(1) | Workforce reduction severance. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Corporate and other: | |||||||||||||||||||||||||||||
Gross revenues | $ | 333 | $ | — | $ | 333 | 100.0 | % | $ | 1,028 | $ | — | $ | 1,028 | 100.0 | % | |||||||||||||
Less-Promotional allowances | 15 | — | 15 | 100.0 | % | 59 | — | 59 | 100.0 | % | |||||||||||||||||||
Net revenues | $ | 318 | $ | — | $ | 318 | 100.0 | % | $ | 969 | $ | — | $ | 969 | 100.0 | % | |||||||||||||
Expenses | $ | 5,933 | $ | 4,651 | $ | 1,282 | 27.6 | % | $ | 19,624 | $ | 12,653 | $ | 6,971 | 55.1 | % | |||||||||||||
Depreciation | 29 | 30 | (1 | ) | (3.3 | )% | 88 | 95 | (7 | ) | (7.4 | )% | |||||||||||||||||
Total expenses | $ | 5,962 | $ | 4,681 | $ | 1,281 | 27.4 | % | $ | 19,712 | $ | 12,748 | $ | 6,964 | 54.6 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2013 | 2012 | Variance | Percentage Variance | 2013 | 2012 | Variance | Percentage Variance | ||||||||||||||||||||||
Accretion of discount to the relinquishment liability (1) | $ | (1,243 | ) | $ | (2,062 | ) | $ | 819 | (39.7 | )% | $ | (3,730 | ) | $ | (6,186 | ) | $ | 2,456 | (39.7 | )% | |||||||||
Interest income (2) | 1,533 | 1,842 | (309 | ) | (16.8 | )% | 4,421 | 3,559 | 862 | 24.2 | % | ||||||||||||||||||
Interest expense, net of capitalized interest | (42,379 | ) | (41,581 | ) | (798 | ) | 1.9 | % | (128,213 | ) | (103,047 | ) | (25,166 | ) | 24.4 | % | |||||||||||||
Loss on early exchange of debt (3) | — | (17 | ) | 17 | (100.0 | )% | (403 | ) | (14,323 | ) | 13,920 | (97.2 | )% | ||||||||||||||||
Other income (expense), net (4) | 53 | 7 | 46 | 657.1 | % | (1,732 | ) | (31 | ) | (1,701 | ) | 5,487.1 | % | ||||||||||||||||
Total other expense | $ | (42,036 | ) | $ | (41,811 | ) | $ | (225 | ) | 0.5 | % | $ | (129,657 | ) | $ | (120,028 | ) | $ | (9,629 | ) | 8.0 | % |
(1) | Reflects accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money. |
(2) | Primarily represents interest earned on long-term receivables. |
(3) | Represents financing fees written-off in connection with our March 2012 refinancing transactions. |
(4) | Primarily represents loss from unconsolidated affiliates. |
For the Nine Months Ended June 30, | ||||||||||||||
2013 | 2012 | Variance | Percentage Variance | |||||||||||
Net cash provided by operating activities | $ | 85,609 | $ | 144,291 | $ | (58,682 | ) | (40.7 | )% | |||||
Net cash used in investing activities | (23,862 | ) | (38,700 | ) | 14,838 | (38.3 | )% | |||||||
Net cash used in financing activities | (95,540 | ) | (97,235 | ) | 1,695 | (1.7 | )% | |||||||
Net increase (decrease) in cash and cash equivalents | $ | (33,793 | ) | $ | 8,356 | $ | (42,149 | ) | (504.4 | )% |
• | reduced discretionary spending by patrons on activities such as gaming, leisure and hospitality; |
• | increased competition, including the legalization or expansion of gaming in New England, New York, New Jersey, Pennsylvania or other states in the mid-Atlantic region, or the expansion of on-line gaming in the United States; |
• | unfavorable weather conditions; |
• | changes in applicable laws or policies regarding smoking or alcohol service at Mohegan Sun or Mohegan Sun at Pocono Downs; |
• | an infrastructure or transportation disruption, such as the closure of a major highway near Mohegan Sun or Mohegan Sun at Pocono Downs, for an extended period of time; and |
• | an act of terrorism on the United States. |
Fiscal Quarters Ending: | |
June 30, 2013 through December 31, 2013 | 6.75:1.00 |
March 31, 2014 through June 30, 2014 | 6.50:1.00 |
September 30, 2014 and thereafter | 6.25:1.00 |
Fiscal Quarters Ending: | |
June 30, 2013 and thereafter | 1.75:1.00 |
Fiscal Quarters Ending: | |
June 30, 2013 and thereafter | 1.05:1.00 |
Capital Expenditures | |||||||||||
Nine Months Ended | Remaining Forecasted | Total Forecasted | |||||||||
June 30, 2013 | Fiscal Year 2013 | Fiscal Year 2013 | |||||||||
Mohegan Sun: | |||||||||||
Maintenance | $ | 13.0 | $ | 12.7 | $ | 25.7 | |||||
Development | 3.8 | 0.1 | 3.9 | ||||||||
Subtotal | 16.8 | 12.8 | 29.6 | ||||||||
Mohegan Sun at Pocono Downs: | |||||||||||
Maintenance | 3.0 | 1.9 | 4.9 | ||||||||
Expansion | 0.3 | 0.3 | 0.6 | ||||||||
Subtotal | 3.3 | 2.2 | 5.5 | ||||||||
Corporate: | |||||||||||
Expansion - Project Sunlight | 22.4 | 13.0 | 35.4 | ||||||||
Development | 0.7 | — | 0.7 | ||||||||
Subtotal | 23.1 | 13.0 | 36.1 | ||||||||
Total | $ | 43.2 | $ | 28.0 | $ | 71.2 |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Bank credit facility | $ | 5,619 | $ | 5,664 | $ | 16,896 | $ | 16,011 | |||||||
Term loan facility, includes accretion of discount | 5,367 | 5,340 | 16,081 | 6,874 | |||||||||||
2009 11 1/2% second lien senior secured notes, includes accretion of discount | 6 | 6 | 18 | 10,221 | |||||||||||
2012 11 1/2% second lien senior secured notes, includes accretion of discount | 5,953 | 5,927 | 17,839 | 7,572 | |||||||||||
2012 10 1/2% third lien senior secured notes | 10,967 | 10,967 | 32,899 | 14,013 | |||||||||||
2005 6 1/8% senior unsecured notes | — | 242 | 402 | 6,902 | |||||||||||
2002 8% senior subordinated notes | — | — | — | 8,980 | |||||||||||
2004 7 1/8% senior subordinated notes | 377 | 377 | 1,171 | 7,384 | |||||||||||
2005 6 7/8% senior subordinated notes | 166 | 166 | 525 | 4,652 | |||||||||||
2012 11 % senior subordinated notes | 9,465 | 9,465 | 28,396 | 12,094 | |||||||||||
Line of credit | — | — | 6 | 95 | |||||||||||
Salishan-Mohegan bank credit facility (Salishan-Mohegan) | — | — | — | 250 | |||||||||||
2009 Mohegan Tribe promissory note (Salishan-Mohegan) | 167 | 281 | 623 | 997 | |||||||||||
2012 Mohegan Tribe Minor's Trust promissory note (Salishan-Mohegan) | 473 | 497 | 1,456 | 508 | |||||||||||
Mohegan Tribe credit facility (Salishan-Mohegan) | 27 | 54 | 121 | 147 | |||||||||||
2013 Mohegan Tribe promissory note (Salishan-Mohegan) | 73 | — | 76 | — | |||||||||||
Downs Lodging credit facility (Downs Lodging) | 1,557 | — | 4,671 | — | |||||||||||
Capital leases | 94 | 178 | 314 | 278 | |||||||||||
Amortization of net deferred gain on settlement of derivative instruments | (18 | ) | (23 | ) | (66 | ) | (231 | ) | |||||||
Amortization of debt issuance costs | 2,670 | 2,440 | 7,852 | 6,300 | |||||||||||
Capitalized interest | (584 | ) | — | (1,067 | ) | — | |||||||||
Total interest expense, net of capitalized interest | $ | 42,379 | $ | 41,581 | $ | 128,213 | $ | 103,047 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk. |
Expected Maturity Date | Total | Fair Value | |||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | Thereafter | ||||||||||||||||||||||||||
Liabilities (in thousands) | |||||||||||||||||||||||||||||||
Long-term debt and capital lease obligations (including current portions): | |||||||||||||||||||||||||||||||
Fixed rate | $ | 3,052 | $ | 29,021 | $ | 16,852 | $ | 55,824 | $ | 418,627 | $ | 552,275 | $ | 1,075,651 | $ | 1,061,814 | |||||||||||||||
Average interest rate | 10.2 | % | 7.7 | % | 7.9 | % | 12.3 | % | 10.5 | % | 11.1 | % | 10.8 | % | |||||||||||||||||
Variable rate | $ | 1,000 | $ | 4,000 | $ | 389,000 | $ | 225,000 | $ | — | $ | — | $ | 619,000 | $ | 599,865 | |||||||||||||||
Average interest rate (1) | 5.5 | % | 5.5 | % | 5.5 | % | 9.0 | % | — | — | 6.8 | % |
(1) | A 100 basis point change in average interest rate would impact annual interest expense by approximately $6.2 million. |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 6. | Exhibits |
MOHEGAN TRIBAL GAMING AUTHORITY | |||
Date: | August 13, 2013 | By: | /S/ BRUCE S. BOZSUM |
Bruce S. Bozsum Chairman and Member, Management Board | |||
Date: | August 13, 2013 | By: | /S/ MITCHELL GROSSINGER ETESS |
Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer) | |||
Date: | August 13, 2013 | By: | /S/ MARIO C. KONTOMERKOS |
Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer) |
Exhibit No. | Description | |
3.1 | Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authority’s Registration Statement on Form S-4, filed with the SEC on November 1, 2004 and incorporated by reference herein). | |
3.2 | Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authority’s Amendment No. 1 to its Registration Statement on Form S-1, filed with the SEC on February 29, 1996 and incorporated by reference herein). | |
3.3 | Articles of Organization of Mohegan Basketball Club, LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 23, 2003 (the “2003 Form S-4”) and incorporated by reference herein). | |
3.4 | Operating Agreement of Mohegan Basketball Club, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the 2003 Form S-4 and incorporated by reference herein). | |
3.5 | Certificate of Organization of Mohegan Commercial Ventures PA, LLC, dated as of January 6, 2005, as amended (filed as Exhibit 3.5 to the Authority’s Registration Statement on Form S-4, filed with the SEC on June 7, 2005 (the “2005 Form S-4”) and incorporated by reference herein). | |
3.6 | Operating Agreement of Mohegan Commercial Ventures PA, LLC, a Commonwealth of Pennsylvania limited liability company, dated as of December 15, 2004 (filed as Exhibit 3.6 to the 2005 Form S-4 and incorporated by reference herein). | |
3.7 | Certificate of Limited Partnership of Downs Racing, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.7 to the 2005 Form S-4 and incorporated by reference herein). | |
3.8 | Amended and Restated Limited Partnership Agreement of Downs Racing, L.P., dated as of January 25, 2005 (filed as Exhibit 3.8 to the 2005 Form S-4 and incorporated by reference herein). | |
3.9 | Certificate of Limited Partnership of Backside, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.9 to the 2005 Form S-4 and incorporated by reference herein). | |
3.10 | Amended and Restated Limited Partnership Agreement of Backside, L.P., dated as of January 25, 2005 (filed as Exhibit 3.10 to the 2005 Form S-4 and incorporated by reference herein). | |
3.11 | Certificate of Limited Partnership of Mill Creek Land, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.11 to the 2005 Form S-4 and incorporated by reference herein). | |
3.12 | Amended and Restated Limited Partnership Agreement of Mill Creek Land, L.P., dated as of January 25, 2005 (filed as Exhibit 3.12 to the 2005 Form S-4 and incorporated by reference herein). | |
3.13 | Certificate of Limited Partnership of Northeast Concessions, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.13 to the 2005 Form S-4 and incorporated by reference herein). | |
3.14 | Amended and Restated Limited Partnership Agreement of Northeast Concessions, L.P., dated as of January 25, 2005 (filed as Exhibit 3.14 to the 2005 Form S-4 and incorporated by reference herein). | |
3.15 | Articles of Organization of Mohegan Ventures-Northwest, LLC, dated as of July 23, 2004 (filed as Exhibit 3.15 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on August 10, 2006 (the “June 2006 Form 10-Q”) and incorporated by reference herein). | |
3.16 | Operating Agreement of Mohegan Ventures-Northwest, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of July 23, 2004 (filed as Exhibit 3.16 to the June 2006 Form 10-Q and incorporated by reference herein). | |
3.17 | Articles of Organization of Mohegan Golf, LLC, dated as of November 20, 2006 (filed as Exhibit 3.17 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006 (the “2006 Form 10-K”) and incorporated by reference herein). | |
3.18 | Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of February 27, 2007 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, filed with the SEC on May 15, 2007 (the “March 2007 Form 10-Q”) and incorporated by reference herein). |
Exhibit No. | Description | |
3.19 | Articles of Organization of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.19 to the March 2007 Form 10-Q and incorporated by reference herein). | |
3.20 | Certificate of Formation of MTGA Gaming, LLC, dated as of July 27, 2007 (filed as Exhibit 3.20 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the SEC on December 21, 2007 (the “2007 Form 10-K”) and incorporated by reference herein). | |
3.21 | Articles of Amendment of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 15, 2008 and incorporated by reference herein). | |
4.1 | Relinquishment Agreement, dated as of February 7, 1998, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.14 to the Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein). | |
4.2 | Indenture, dated as of August 3, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Mohegan Basketball Club, LLC and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the Authority's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed with the SEC on August 16, 2004 (the “June 2004 Form 10-Q”) and incorporated by reference herein). | |
4.3 | Supplemental Indenture No. 1, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.25 to the Authority’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, filed with the SEC on February 14, 2005 (the “December 2004 Form 10-Q”) and incorporated by reference herein). | |
4.4 | Supplemental Indenture No. 2, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2006 Form 10-Q and incorporated by reference herein). | |
4.5 | Supplemental Indenture No. 3, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the 2006 Form 10-K and incorporated by reference herein). | |
4.6 | Supplemental Indenture No. 4, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2007 Form 10-Q and incorporated by reference herein). | |
4.7 | Supplemental Indenture No. 5, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the 2007 Form 10-K and incorporated by reference herein). | |
4.8 | Supplemental Indenture No. 6, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed with the SEC on May 14, 2012 (the “March 2012 Form 10-Q”) and incorporated by reference herein). | |
4.9 | Form of Global 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2004 Form 10-Q and incorporated by reference herein). | |
4.10 | Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 (filed as Exhibit 4.28 to the December 2004 Form 10-Q and incorporated by reference herein). |
Exhibit No. | Description | |
4.11 | Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the June 2006 Form 10-Q and incorporated by reference herein). | |
4.12 | Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.27 to the 2006 Form 10-K and incorporated by reference herein). | |
4.13 | Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the March 2007 Form 10-Q and incorporated by reference herein). | |
4.14 | Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.35 to the 2007 Form 10-K and incorporated by reference herein). | |
4.15 | Supplemental Indenture No. 5, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2012 Form 10-Q and incorporated by reference herein). | |
4.16 | Form of Global 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the December 2004 Form 10-Q and incorporated by reference herein). | |
4.17 | Indenture, dated as of October 26, 2009, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.43 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on December 28, 2009 (the “2009 Form 10-K”) and incorporated by reference herein). | |
4.18 | Supplemental Indenture No.1, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.36 to the March 2012 Form 10-Q and incorporated by reference herein). | |
4.19 | Form of Global 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.44 to the 2009 Form 10-K and incorporated by reference herein). | |
4.20 | Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.38 to the March 2012 Form 10-Q and incorporated by reference herein). | |
4.21 | Form of Global 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.39 to the March 2012 Form 10-Q and incorporated by reference herein). |
Exhibit No. | Description | |
4.22 | Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 10 1/2% Third Lien Senior Secured Notes Due 2016 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.40 to the March 2012 Form 10-Q and incorporated by reference herein). | |
4.23 | Form of Global 10 1/2% Third Lien Senior Secured Notes Due 2016 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.41 to the March 2012 Form 10-Q and incorporated by reference herein). | |
4.24 | Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.42 to the March 2012 Form 10-Q and incorporated by reference herein). | |
4.25 | Form of Global 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.43 to the March 2012 Form 10-Q and incorporated by reference herein). | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith). | |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith). | |
32.1 | Section 1350 Certification of Chief Executive Officer (filed herewith). | |
32.2 | Section 1350 Certification of Chief Financial Officer (filed herewith). | |
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). | |
* | Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
1. | I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of the Mohegan Tribal Gaming Authority; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 13, 2013 | /s/ MITCHELL GROSSINGER ETESS |
Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority |
1. | I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of the Mohegan Tribal Gaming Authority; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 13, 2013 | /s/ MARIO C. KONTOMERKOS |
Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority |
(a) | this Quarterly Report on Form 10-Q of the Authority for the three months ended June 30, 2013 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Authority. |
/s/ MITCHELL GROSSINGER ETESS |
Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority |
August 13, 2013 |
(a) | this Quarterly Report on Form 10-Q of the Authority for the three months ended June 30, 2013 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(b) | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Authority. |
/s/ MARIO C. KONTOMERKOS |
Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority |
August 13, 2013 |
BASIS OF PRESENTATION (Tables)
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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BASIS OF PRESENTATION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of long-term receivables and the related reserves for doubtful collection | The following table presents a reconciliation of long-term receivables and the related reserves for doubtful collection of these long-term receivables (in thousands):
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated fair value of financing facilities and notes | The carrying amount of cash and cash equivalents, receivables, trade payables and promissory notes approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):
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Reconciliation of severance liability by business segment | The following table presents a reconciliation of the related severance liability by business segment (in thousands):
|
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
---|---|
Jun. 30, 2013
|
|
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS: Distributions to the Tribe totaled $15.0 million and $12.5 million for the three months ended June 30, 2013 and 2012, and $35.0 million and $40.5 million for the nine months ended June 30, 2013 and 2012, 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 $7.0 million and $6.8 million for the three months ended June 30, 2013 and 2012, respectively, and $21.0 million and $20.3 million for the nine months ended June 30, 2013 and 2012, 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 $4.2 million for the three months ended June 30, 2013 and 2012, respectively, and $12.9 million and $14.2 million for the nine months ended June 30, 2013 and 2012, respectively. Prior to March 2013, MTGA Gaming and the Tribe held 49% and 51% membership interests in MG&H, respectively. On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests in exchange for a promissory note to the Tribe in the principal amount of $7.4 million. The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $741,000 and $832,000 for the three months ended June 30, 2013 and 2012, respectively, and $2.3 million and $1.7 million for the nine months ended June 30, 2013 and 2012, respectively. |
BASIS OF PRESENTATION - Long-Term Receivables (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Sep. 30, 2012
|
|||||
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward] | ||||||||
Balance, beginning of period | $ 57,198,000 | [1] | $ 53,374,000 | [1] | ||||
Additions: Issuance of affiliate advances and tenant loans | 1,994,000 | 5,886,000 | ||||||
Deductions: Payments received | (35,000) | (103,000) | ||||||
Balance, end of period | 59,157,000 | [1] | 59,157,000 | [1] | ||||
Interest receivable | 27,200,000 | 27,200,000 | 25,700,000 | 22,900,000 | ||||
Affiliates
|
||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward] | ||||||||
Balance, beginning of period | 53,678,000 | [1] | 49,841,000 | [1] | ||||
Additions: Issuance of affiliate advances and tenant loans | 1,920,000 | 5,757,000 | ||||||
Deductions: Payments received | 0 | 0 | ||||||
Balance, end of period | 55,598,000 | [1] | 55,598,000 | [1] | ||||
Tenants and Others
|
||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward] | ||||||||
Balance, beginning of period | 3,520,000 | [1] | 3,533,000 | [1] | ||||
Additions: Issuance of affiliate advances and tenant loans | 74,000 | 129,000 | ||||||
Deductions: Payments received | (35,000) | (103,000) | ||||||
Balance, end of period | $ 3,559,000 | [1] | $ 3,559,000 | [1] | ||||
|
LONG-TERM DEBT (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt | Long-term debt consisted of the following (in thousands, including current maturities):
|
SEGMENT REPORTING (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Sep. 30, 2012
|
|
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 344,245 | $ 344,436 | $ 994,695 | $ 1,047,466 | |
Income (loss) from operations | 64,187 | 50,836 | 172,352 | 167,336 | |
Accretion of discount to the relinquishment liability | (1,243) | (2,062) | (3,730) | (6,186) | |
Interest income | 1,533 | 1,842 | 4,421 | 3,559 | |
Interest expense, net of capitalized interest | (42,379) | (41,581) | (128,213) | (103,047) | |
Loss on early exchange of debt | 0 | (17) | (403) | (14,323) | |
Other income (expense), net | 53 | 7 | (1,732) | (31) | |
Net income | 22,151 | 9,025 | 42,695 | 47,308 | |
Loss attributable to non-controlling interests | 146 | 336 | 2,767 | 1,147 | |
Net income attributable to Mohegan Tribal Gaming Authority | 22,297 | 9,361 | 45,462 | 48,455 | |
Capital expenditures incurred | 43,221 | 34,131 | |||
Total assets | 2,174,484 | 2,174,484 | 2,253,707 | ||
Mohegan Sun
|
|||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 266,699 | 264,876 | 772,571 | 811,838 | |
Income (loss) from operations | 57,396 | 44,801 | 158,654 | 148,424 | |
Capital expenditures incurred | 16,821 | 29,967 | |||
Total assets | 1,444,451 | 1,444,451 | 1,484,369 | ||
Mohegan Sun at Pocono Downs
|
|||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 77,228 | 79,560 | 221,155 | 235,628 | |
Income (loss) from operations | 12,435 | 10,716 | 32,441 | 31,660 | |
Capital expenditures incurred | 3,260 | 3,558 | |||
Total assets | 561,746 | 561,746 | 570,078 | ||
Corporate and other
|
|||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 318 | 0 | 969 | 0 | |
Income (loss) from operations | (5,644) | (4,681) | (18,743) | (12,748) | |
Corporate
|
|||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures incurred | 23,140 | 606 | |||
Total assets | $ 168,287 | $ 168,287 | $ 199,260 |
BASIS OF PRESENTATION - Fair Value of Financial Instruments (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
Senior Secured Notes
2009 11 1/2% Second Lien Senior Secured Notes
|
Oct. 31, 2009
Senior Secured Notes
2009 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Mar. 06, 2012
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Senior Secured Notes
2012 10 1/2% Third Lien Senior Secured Notes
|
Mar. 06, 2012
Senior Secured Notes
2012 10 1/2% Third Lien Senior Secured Notes
|
Jun. 30, 2013
Senior Subordinated Notes
2004 7 1/8% Senior Subordinated Notes
|
Aug. 31, 2004
Senior Subordinated Notes
2004 7 1/8% Senior Subordinated Notes
|
Jun. 30, 2013
Senior Subordinated Notes
2005 6 7/8% Senior Subordinated Notes
|
Feb. 28, 2005
Senior Subordinated Notes
2005 6 7/8% Senior Subordinated Notes
|
Jun. 30, 2013
Senior Subordinated Notes
2012 11 % Senior Subordinated Notes
|
Mar. 06, 2012
Senior Subordinated Notes
2012 11 % Senior Subordinated Notes
|
Jun. 30, 2013
Fair Value, Inputs, Level 2
Senior Secured Notes
2009 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Fair Value, Inputs, Level 2
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Fair Value, Inputs, Level 2
Senior Secured Notes
2012 10 1/2% Third Lien Senior Secured Notes
|
Jun. 30, 2013
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2004 7 1/8% Senior Subordinated Notes
|
Jun. 30, 2013
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2005 6 7/8% Senior Subordinated Notes
|
Jun. 30, 2013
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2012 11 % Senior Subordinated Notes
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Credit Facility
Bank Credit Facility
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Credit Facility
Term Loan Credit Facility
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Senior Secured Notes
2009 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Senior Secured Notes
2012 10 1/2% Third Lien Senior Secured Notes
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2004 7 1/8% Senior Subordinated Notes
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2005 6 7/8% Senior Subordinated Notes
|
Jun. 30, 2013
Carrying Value
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2012 11 % Senior Subordinated Notes
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Credit Facility
Bank Credit Facility
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Credit Facility
Term Loan Credit Facility
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Senior Secured Notes
2009 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Senior Secured Notes
2012 10 1/2% Third Lien Senior Secured Notes
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2004 7 1/8% Senior Subordinated Notes
|
Jun. 30, 2013
Fair Value
Fair Value, Inputs, Level 2
Senior Subordinated Notes
2005 6 7/8% Senior Subordinated Notes
|
Jun. 30, 2013
Fair Value
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 stated interest rate | 11.50% | 11.50% | 11.50% | 11.50% | 10.50% | 10.50% | 7.125% | 7.125% | 6.875% | 6.875% | 11.00% | 11.00% | 11.50% | 11.50% | 10.50% | 7.125% | 6.875% | 11.00% | ||||||||||||||||
Credit facility value | $ 394,000 | $ 221,737 | $ 378,240 | $ 221,625 | ||||||||||||||||||||||||||||||
Note value | $ 195 | $ 194,819 | $ 417,771 | $ 21,156 | $ 9,654 | $ 344,190 | $ 222 | $ 221,778 | $ 406,805 | $ 20,098 | $ 9,503 | $ 320,527 |
LONG-TERM DEBT - Promissory Notes (Details) (USD $)
|
9 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Sep. 30, 2012
|
Jun. 30, 2013
Promissory Notes
Mohegan Tribe Promissory Note, 2009
|
Sep. 30, 2012
Promissory Notes
Mohegan Tribe Promissory Note, 2009
|
Sep. 30, 2009
Promissory Notes
Mohegan Tribe Promissory Note, 2009
|
Jun. 30, 2013
Promissory Notes
Mohegan Tribe Minor's Trust Promissory Note, 2012
|
Sep. 30, 2012
Promissory Notes
Mohegan Tribe Minor's Trust Promissory Note, 2012
|
Jun. 30, 2012
Promissory Notes
Mohegan Tribe Minor's Trust Promissory Note, 2012
|
Jun. 30, 2013
Promissory Notes
2013 Mohegan Tribe Promissory Note
|
Mar. 29, 2013
Promissory Notes
2013 Mohegan Tribe Promissory Note
|
Jun. 30, 2013
Promissory Notes
Salishan-Mohegan Promissory Notes, due December 2014
|
Dec. 31, 2012
Promissory Notes
Salishan-Mohegan Promissory Notes, due December 2014
Loan One
|
Jun. 30, 2013
Promissory Notes
Salishan-Mohegan Promissory Notes, due December 2014
Loan Two
|
Jun. 30, 2013
Commencing December 31, 2012 through September 30, 2014
Promissory Notes
Mohegan Tribe Minor's Trust Promissory Note, 2012
|
Jun. 30, 2013
Commencing December 31, 2014 to Maturity
Promissory Notes
Mohegan Tribe Minor's Trust Promissory Note, 2012
|
Jun. 30, 2013
Commencing December 31, 2012 through September 30, 2013
Promissory Notes
Mohegan Tribe Promissory Note, 2009
|
Jun. 30, 2013
Commencing December 31, 2013
Promissory Notes
Mohegan Tribe Promissory Note, 2009
|
Jun. 30, 2013
Commencing December 31, 2012 to July 31, 2014
Promissory Notes
Salishan-Mohegan Promissory Notes, due December 2014
Loan One
|
Jun. 30, 2013
Commencing August 31, 2014 through Maturity
Promissory Notes
Salishan-Mohegan Promissory Notes, due December 2014
Loan One
|
|
Debt Instrument [Line Items] | |||||||||||||||||||
Loan face amount | $ 10,000,000 | $ 20,000,000.0 | $ 7,400,000 | $ 7,400,000 | $ 150,000 | $ 375,000 | |||||||||||||
Note stated interest rate | 10.00% | 10.00% | 4.00% | 7.00% | |||||||||||||||
Quarterly interest payment | 1,200,000 | ||||||||||||||||||
Quarterly amortization of principal | 500,000 | 1,500,000.0 | 1,625,000.000 | 875,000 | 5,000 | 10,000 | |||||||||||||
Accrued interest | $ 24,395,000 | $ 46,362,000 | $ 4,500,000 | $ 3,900,000 | $ 15,000 | $ 16,000 | $ 2,000 | $ 0 |
LONG-TERM DEBT - Senior Secured Notes (Details) (USD $)
|
0 Months Ended | |||
---|---|---|---|---|
Mar. 06, 2012
|
Jun. 30, 2013
|
Sep. 30, 2012
|
Oct. 31, 2009
|
|
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 1,680,415,000 | $ 1,697,415,000 | ||
Accrued interest | 24,395,000 | 46,362,000 | ||
Senior Secured Notes | 2009 11 1/2% Second Lien Senior Secured Notes
|
||||
Debt Instrument [Line Items] | ||||
Loan face amount | 200,000,000.0 | |||
Note stated interest rate | 11.50% | 11.50% | ||
Issued at percent of par | 96.234% | |||
Initial yield per annum | 12.25% | |||
Debt extinguished | 199,800,000 | |||
Debt outstanding before discount | 200,000 | |||
Debt outstanding | 195,000 | 194,000 | ||
Accrued interest | 4,000 | 10,000 | ||
Senior Secured Notes | 2012 11 1/2% Second Lien Senior Secured Notes
|
||||
Debt Instrument [Line Items] | ||||
Loan face amount | 199,800,000 | |||
Note stated interest rate | 11.50% | 11.50% | ||
Debt outstanding | 194,819,000 | 194,213,000 | ||
Accrued interest | 3,800,000 | 13,100,000 | ||
Redeemable rate before cutoff | 100.00% | |||
Redeemable rate after cutoff | 101.00% | |||
Redeemable rate upon certain conditions | 100.00% | |||
Senior Secured Notes | 2012 10 1/2% Third Lien Senior Secured Notes
|
||||
Debt Instrument [Line Items] | ||||
Loan face amount | 417,700,000 | |||
Note stated interest rate | 10.50% | 10.50% | ||
Debt outstanding | 417,771,000 | 417,771,000 | ||
Accrued interest | 1,900,000 | 25,000,000 | ||
Redeemable rate before cutoff | 100.00% | |||
Redeemable rate after cutoff | 101.00% | |||
Redeemable rate upon certain conditions | 100.00% | |||
Senior Secured Notes | 2005 Senior Unsecured Notes
|
||||
Debt Instrument [Line Items] | ||||
Amount of debt repurchased | 234,200,000 | |||
Senior Secured Notes | 2002 Senior Subordinated Notes
|
||||
Debt Instrument [Line Items] | ||||
Amount of debt repurchased | $ 183,500,000 |
SUBSEQUENT EVENTS (Details) (USD $)
|
0 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2013
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Mar. 06, 2012
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Jul. 30, 2013
Subsequent event
Senior Secured Notes
2012 11 1/2% Second Lien Senior Secured Notes
|
Aug. 06, 2013
Subsequent event
Senior Unsecured Notes
2013 Senior Unsecured Notes
|
|
Subsequent Event [Line Items] | ||||
Consent payment ratio | 0.0025 | |||
Loan face amount | $ 199,800,000 | $ 500,000,000.0 | ||
Note stated interest rate | 11.50% | 11.50% | 9.75% |
BASIS OF PRESENTATION - Reserves For Doubtful Collection of Long-term Receivables (Details) (Allowance for Notes Receivable, USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2013
|
|
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward] | ||
Balance, beginning of period | $ 23,023 | $ 21,877 |
Additions: Charges to bad debt expense | 576 | 1,727 |
Deductions: Adjustments | (2) | (7) |
Balance, end of period | 23,597 | 23,597 |
Affiliates
|
||
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward] | ||
Balance, beginning of period | 22,958 | 21,807 |
Additions: Charges to bad debt expense | 576 | 1,727 |
Deductions: Adjustments | 0 | 0 |
Balance, end of period | 23,534 | 23,534 |
Tenants and Others
|
||
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward] | ||
Balance, beginning of period | 65 | 70 |
Additions: Charges to bad debt expense | 0 | 0 |
Deductions: Adjustments | (2) | (7) |
Balance, end of period | $ 63 | $ 63 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) (USD $)
In Thousands, unless otherwise specified |
9 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Increase (decrease) in construction payables | $ 3,528 | $ (6,507) |
BASIS OF PRESENTATION
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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BASIS OF PRESENTATION [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. The Authority's operating results for the three months and nine months ended June 30, 2013 are not necessarily indicative of results for the fiscal year ending September 30, 2013. 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, 2012. The Authority's operating results for the three months and nine months ended June 30, 2012 reflect adjustments to increase interest income by $1.1 million and reserves for doubtful collection of long-term receivables by $326,000 relating to unrecorded interest income and the related receivables and reserves in connection with reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project that were not recorded during fiscal 2007, 2008, 2009, 2010, 2011 and 2012, and interim periods within those fiscal years. Because amounts involved were not material to the Authority’s financial statements in any individual prior period, and the cumulative amount was not material to operating results for the fiscal year ending September 30, 2012, the Authority recorded the cumulative effect of correcting these items during the three months ended June 30, 2012. 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, as Mohegan Ventures-NW is deemed to be the primary beneficiary. In addition, the accounts of MG&H, Mohegan Resorts and its subsidiaries were consolidated into the accounts of MTGA Gaming, as MTGA Gaming was deemed to be the primary beneficiary. However, on March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests (refer to Note 1). In consolidation, all intercompany balances and transactions were eliminated. Long-Term Receivables Long-term receivables consist primarily of receivables from affiliates and tenants and others. The following table presents a reconciliation of long-term receivables and the related reserves for doubtful collection of these long-term receivables (in thousands):
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:
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 approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):
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, 2013. Severance Costs and Expenses In September 2012, the Authority implemented a workforce reduction of approximately 330 positions in Uncasville, Connecticut, in an effort to further streamline its organization and better align operating costs with current market and business conditions. In addition, in March 2013, the Authority implemented a workforce reduction at its Pennsylvania Facilities. The costs associated with related post-employment severance benefits were expensed at the time the termination was communicated to the employees. Cash payments related to the September 2012 workforce reduction commenced in October 2012 and are anticipated to be completed in September 2014. Cash payments related to the March 2013 workforce reduction commenced in March 2013 and are anticipated to be completed in August 2013. The Authority does not anticipate incurring any additional severance charges in connection with these workforce reductions, other than charges that may arise from adjustments to the initial estimates utilized under the plans. The following table presents a reconciliation of the related severance liability by business segment (in thousands):
Investments in Unconsolidated Affiliates In October 2012, the Authority, through its indirect wholly-owned subsidiary, MGA Holding NJ, LLC, acquired a 10% ownership interest in Resorts Atlantic City. The Authority's investment in Resorts Atlantic City is accounted for under the equity method as the Authority has significant influence. |
COMMITMENTS AND CONTINGENCIES
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Jun. 30, 2013
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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%. Effective July 1, 2012, the threshold before contribution payments on free promotional slot plays are required was increased from 5.5% of gross revenues from slot machines to 11%. The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $40.2 million and $43.6 million for the three months ended June 30, 2013 and 2012, respectively, and $115.1 million and $130.4 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $13.3 million and $13.7 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 at Pocono Downs. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun at Pocono Downs, 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 at Pocono Downs 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 $31.8 million and $33.5 million for the three months ended June 30, 2013 and 2012, respectively, and $93.0 million and $100.8 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Slot Machine Tax payments totaled $4.2 million and $5.5 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. On July 13, 2010, Downs Racing opened its table game and poker operations at Mohegan Sun at Pocono Downs. 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”). During the initial two years of operation, the Pennsylvania Table Game Tax was 14%, plus 2% in local share assessments. Following the initial two years of operation, the Pennsylvania Table Game Tax was reduced to 12%, plus the 2% local share assessments. Downs Racing concluded its initial two years of table game and poker operations on July 13, 2012. The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.6 million for each of the three months ended June 30, 2013 and 2012, respectively, and $4.5 million and $5.2 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Table Game Tax payments totaled $144,000 and $92,000, 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 Commonwealth of Pennsylvania temporarily suspended this assessment in May and June 2013. The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $431,000 and $1.2 million for the three months ended June 30, 2013 and 2012, respectively, and $2.9 million and $3.8 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $55,000 and $129,000, respectively. 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, 2013, 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 $160,000 and $166,000 for the three months ended June 30, 2013 and 2012, respectively, and $484,000 and $504,000 for the nine months ended June 30, 2013 and 2012, 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, 2014. As of June 30, 2013 and September 30, 2012, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $4.1 million and $9.3 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, which has a perpetual term, limits the maximum aggregate priority distribution payments in each calendar year to $14.0 million, as adjusted annually in accordance with a formula specified in the Priority Distribution Agreement to reflect the effects of inflation. 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 $4.8 million and $4.7 million for the three months ended June 30, 2013 and 2012, respectively, and $14.4 million and $14.0 million for the nine months ended June 30, 2013 and 2012, 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. |
LONG-TERM DEBT
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LONG-TERM DEBT | LONG-TERM DEBT: Long-term debt consisted of the following (in thousands, including current maturities):
Bank Credit Facilities First Lien, First Out Credit Facility On March 6, 2012, the Authority entered into a Fourth Amended and Restated Bank Credit Facility providing for a $400.0 million term loan and a revolving loan with letter of credit and borrowing capacity of up to $75.0 million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A. serving as Administrative Agent (the "Bank Credit Facility"). Principal outstanding on the term loan under the Bank Credit Facility is to be repaid at a rate of $1.0 million per quarter. The Bank Credit Facility matures on March 31, 2015, upon which date all outstanding balances are payable in full. As of June 30, 2013, there were $394.0 million in term loans and no revolving loans outstanding under the Bank Credit Facility. As of June 30, 2013, letters of credit issued under the Bank Credit Facility totaled $3.4 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Bank Credit Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $71.6 million of borrowing capacity under the Bank Credit Facility as of June 30, 2013. Borrowings under the Bank Credit Facility incur interest as follows: (i) for base rate revolving loans, base rate plus an applicable margin based on a leverage-based pricing grid between 2.25% and 3.25%; (ii) for Eurodollar rate revolving loans, the applicable LIBOR rate plus an applicable margin based on a leverage-based pricing grid between 3.50% and 4.50%; (iii) for base rate term loans, base rate plus an applicable margin equal to 3.25%; and (iv) for Eurodollar rate term loans, the applicable LIBOR rate plus 4.50%. For Eurodollar rate term loans, LIBOR is subject to a 1.0% floor. There also is a fee of between 0.25% and 0.50%, based on a leverage-based pricing grid, charged on unused revolving commitments. Interest on Eurodollar rate loans is payable at the end of each applicable interest period for periods of three months or less and for loans of more than three months, each March, June, September or December that occurs after the beginning of such interest period. Interest on base rate loans is payable quarterly in arrears. As of June 30, 2013, the $394.0 million in term loans outstanding were based on the Eurodollar rate floor of 1.0% plus an applicable margin of 4.50%. The applicable margin for commitment fees was 0.50% as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest, including commitment fees, on the Bank Credit Facility was $217,000 and $211,000, respectively. The Authority's obligations under the Bank Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, the “Guarantors”). The Bank Credit Facility is 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 at Pocono Downs 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 Bank Credit Facility as they and future guarantor subsidiaries acquire them. The liens and security interests granted by the Grantors as security for the Authority's obligations under the Bank Credit Facility are senior in priority to the liens on the same collateral securing the Term Loan Facility (as defined below) and the 2009 Second Lien Notes, 2012 Second Lien Notes and 2012 Third Lien Notes (each as defined below and, collectively, the “Secured Notes”). The collateral securing the Bank Credit Facility constitutes substantially all of the Grantors' property and assets that secure the Term Loan Facility and the Secured Notes, but excludes certain excluded assets as defined in the Bank Credit Facility. The Bank Credit Facility contains negative covenants applicable to the Authority and the Guarantors, including negative 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 Bank Credit Facility includes financial maintenance covenants pertaining to total leverage, senior leverage and minimum fixed charge coverage. As of June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the Bank Credit Facility. First Lien, Second Out Term Loan Facility On March 6, 2012, the Authority entered into a loan agreement providing for a $225.0 million first lien, second out term loan with Wells Fargo Gaming Capital, LLC serving as Administrative Agent (the "Term Loan Facility"). The Term Loan Facility was issued at a price of 98.0% of par, for an initial yield of approximately 9.6% per annum. The Term Loan Facility has no mandatory amortization and is payable in full on March 31, 2016. Loans under the Term Loan Facility incur interest as follows: (i) for base rate loans, base rate plus 6.50% per annum and (ii) for Eurodollar rate loans, LIBOR plus 7.50% per annum. In all cases, LIBOR is subject to a 1.50% floor. Interest on Eurodollar rate loans is payable at the end of each applicable interest period or every quarter in arrears, if an interest period exceeds three months. Interest on base rate loans is payable quarterly in arrears. As of June 30, 2013, the Authority had a $225.0 million Eurodollar rate loan outstanding, which was based on the Eurodollar rate floor of 1.50% plus an applicable margin of 7.50%. As of June 30, 2013 and September 30, 2012, accrued interest on the Term Loan Facility was $1.1 million and $1.2 million, respectively. The Term Loan Facility is fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors. The liens and security interests granted by the Grantors as security for the Authority's obligations under the Term Loan Facility are senior in priority to the liens on the same collateral securing any of the Secured Notes. The collateral securing the Term Loan Facility constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and the Secured Notes, but excludes certain excluded assets as defined in the Term Loan Facility. The Term Loan Facility contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Bank Credit Facility. The Term Loan Facility also includes a separate first lien leverage ratio covenant. As of June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the Term Loan Facility. The Authority continues to monitor revenues and expenditures to ensure continued compliance with its financial covenant requirements under both the Bank Credit Facility and the Term Loan Facility. While the Authority anticipates that it will remain in compliance with all covenant requirements under its bank credit facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain 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 bank 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 bank 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 Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes In October 2009, the Authority issued $200.0 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.50% per annum (the “2009 Second Lien Notes”). The 2009 Second Lien Notes were issued at a price of 96.234% of par, to yield an effective interest rate of 12.25% per annum. The 2009 Second Lien Notes mature on November 1, 2017. The first call date for the 2009 Second Lien Notes is November 1, 2013. Interest on the 2009 Second Lien Notes is payable semi-annually on May 1st and November 1st. On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2009 Second Lien Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2009 Second Lien Notes, which eliminated certain restrictive covenants under the notes and related indenture. The aggregate principal amount of 2009 Second Lien Notes tendered and exchanged was $199.8 million. An aggregate principal amount of $200,000 of 2009 Second Lien Notes remains outstanding as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2009 Second Lien Notes was $4,000 and $10,000, respectively. The 2009 Second Lien Notes are collateralized by a second priority lien on substantially all of the Grantors' and future guarantor subsidiaries' properties and assets, and are effectively subordinated to all of the Authority's and its existing and future guarantor subsidiaries' first priority lien secured indebtedness, including borrowings under the Bank Credit Facility and Term Loan Facility, to the extent of the value of the collateral securing such indebtedness. The 2009 Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The 2009 Second Lien 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. 2012 11 ½% Second Lien Senior Secured Notes On March 6, 2012, the Authority issued $199.8 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.50% per annum (the “2012 Second Lien Notes”) in exchange for an equal amount of 2009 Second Lien Notes. The 2012 Second Lien Notes mature on November 1, 2017. The Authority may redeem the 2012 Second Lien Notes, in whole or in part, at any time prior to November 1, 2014, at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. On or after November 1, 2014, the Authority may redeem the 2012 Second Lien Notes, in whole or in part, at a premium decreasing ratably to zero, plus accrued interest. If a change of control of the Authority occurs, the Authority must offer to repurchase the 2012 Second Lien 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 Second Lien Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Second Lien Notes is payable semi-annually on May 1st and November 1st, commencing November 1, 2012. As of June 30, 2013 and September 30, 2012, accrued interest on the 2012 Second Lien Notes was $3.8 million and 13.1 million, respectively. The 2012 Second Lien Notes and the related guarantees are secured by second lien security interests in substantially all of the Grantors property and assets. These liens are junior in priority to the liens on the same collateral securing the Authority's Bank Credit Facility and Term Loan Facility (and permitted replacements thereof) and to all other permitted prior liens, including liens securing certain hedging obligations. The collateral securing the 2012 Second Lien Notes constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and Term Loan Facility, the 2009 Second Lien Notes and 2012 Third Lien Notes, but excludes certain excluded assets as defined in the 2012 Second Lien Notes indenture. The 2012 Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The 2012 Second Lien 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. 2012 10 ½% Third Lien Senior Secured Notes On March 6, 2012, the Authority issued $417.7 million Third Lien Senior Secured Notes with fixed interest payable at a rate of 10.50% per annum (the “2012 Third Lien Notes”) in exchange for $234.2 million of 2005 Senior Unsecured Notes and $183.5 million of 2002 8% Senior Subordinated Notes. The 2012 Third Lien Notes mature on December 15, 2016. The Authority may redeem the 2012 Third Lien 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 Third Lien 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 Third Lien Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Third Lien Notes is payable semi-annually on June 15th and December 15th, commencing December 15, 2012. As of June 30, 2013 and September 30, 2012, accrued interest on the 2012 Third Lien Notes was $1.9 million and $25.0 million, respectively. The 2012 Third Lien Notes and the related guarantees are secured by third lien security interests in substantially all of the Grantors' property and assets. These liens are junior in priority to the liens on the same collateral securing the Authority's Bank Credit Facility and Term Loan Facility, the 2009 Second Lien Notes and 2012 Second Lien Notes (and permitted replacements of each of the foregoing) and to all other permitted prior liens, including liens securing certain hedging obligations. The collateral securing the 2012 Third Lien Notes constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and Term Loan Facility, the 2009 Second Lien Notes and 2012 Second Lien Notes, but excludes certain excluded assets as defined in the 2012 Third Lien Notes indenture. The 2012 Third Lien Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The 2012 Third Lien 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. Senior Unsecured Notes 2005 6 1/8% Senior Unsecured Notes In February 2005, the Authority issued $250.0 million Senior Unsecured Notes with fixed interest payable at a rate of 6.125% per annum (the “2005 Senior Unsecured Notes”). Pursuant to a private exchange offer, which was completed on March 6, 2012, the Authority exchanged $234.2 million in aggregate principal amount of 2005 Senior Unsecured Notes, leaving $15.8 million outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2013 with cash on hand. As of September 30, 2012, accrued interest on the 2005 Senior Unsecured Notes was $81,000. Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes In August 2004, the Authority issued $225.0 million Senior Subordinated Notes with fixed interest payable at a rate of 7.125% per annum (the “2004 Senior Subordinated Notes”). The 2004 Senior Subordinated Notes mature on August 15, 2014. The 2004 Senior Subordinated Notes are callable at the Authority's option at par. Interest on the 2004 Senior Subordinated Notes is payable semi-annually on February 15th and August 15th. On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2004 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 2004 Senior Subordinated Notes, which eliminated certain restrictive covenants under the notes and related indenture. The aggregate principal amount of 2004 Senior Subordinated Notes tendered and exchanged was $203.8 million. An aggregate principal amount of $21.2 million of the 2004 Senior Subordinated Notes remains outstanding as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2004 Senior Subordinated Notes was $565,000 and $148,000, respectively. 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”). The 2005 Senior Subordinated Notes mature on February 15, 2015. The 2005 Senior Subordinated Notes are callable at the Authority's option at par. Interest on the 2005 Senior Subordinated Notes is payable semi-annually on February 15th and August 15th. On March 6, 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. An aggregate principal amount of $9.7 million of the 2005 Senior Subordinated Notes remains outstanding as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2005 Senior Subordinated Notes was $249,000 and $56,000, respectively. 2012 11% Senior Subordinated Notes On March 6, 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 2004 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 15th and September 15th, commencing September 15, 2012. 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. As of June 30, 2013 and September 30, 2012, accrued interest on the 2012 Senior Subordinated Notes was $11.1 million and $1.7 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 Bank Credit Facility, Term Loan Facility, 2009 Second Lien Notes, 2012 Second Lien Notes and 2012 Third Lien Notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. Refer to Note 8 for condensed consolidating financial information of the Authority and its Guarantor and non-guarantor entities. 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, 2013, 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 As of June 30, 2013, the Authority had a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit matures on March 31, 2015. Pursuant to provisions of the Bank Credit Facility, the Line of Credit may be replaced by an Autoborrow Loan governed by the terms of an Autoborrow Agreement described in the Bank Credit Facility. 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. Borrowings under the Line of Credit are uncollateralized obligations. As of June 30, 2013, no amount was drawn on the Line of Credit. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Bank Credit Facility. As of June 30, 2013, the Authority was in compliance with all covenant requirements under the Line of Credit and had $16.5 million of borrowing capacity thereunder. As of June 30, 2013 and September 30, 2012, there was no accrued interest on the Line of Credit. 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 matures on September 30, 2014. The 2009 Mohegan Tribe Promissory Note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly in the amount of $1.2 million, commencing December 31, 2013 and continuing through June 31, 2014, with the balance of accrued and unpaid interest due at maturity. Principal outstanding under the 2009 Mohegan Tribe Promissory Note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 and continuing through September 30, 2013 and (ii) $875,000 per quarter, commencing December 31, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the Mohegan Tribe Promissory Note was $4.5 million and $3.9 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 matures on March 31, 2016. The 2012 Mohegan Tribe Minor's Trust Promissory Note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly, commencing June 30, 2012. Principal outstanding under the 2012 Mohegan Tribe Minor's Trust Promissory Note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 and continuing through September 30, 2014 and (ii) $1.5 million per quarter, commencing December 31, 2014 and continuing to maturity. As of June 30, 2013 and September 30, 2012, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $15,000 and $16,000, respectively. Mohegan Tribe Credit Facility In March 2012, the Tribe extended a revolving credit facility issued to Salishan-Mohegan with a borrowing capacity of $1.45 million (the “Mohegan Tribe Credit Facility”). The Mohegan Tribe Credit Facility matures on September 30, 2013. The Mohegan Tribe Credit Facility accrues interest at an annual rate of 15.0% payable at maturity. Principal outstanding under the Mohegan Tribe Credit Facility amortizes at a rate of $362,500 per quarter, commencing December 31, 2012. As of June 30, 2013, the Mohegan Tribe Credit Facility was fully drawn. As of June 30, 2013 and September 30, 2012, accrued interest on the Mohegan Tribe Credit Facility was $370,000 and $249,000, respectively. 2013 Mohegan Tribe Promissory Note On March 29, 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, commencing June 30, 2013. As of June 30, 2013, accrued interest on the 2013 Mohegan Tribe Promissory Note was $2,000. 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 of the Downs Lodging Credit Facility will be used by Downs Lodging to finance Project Sunlight, a hotel and convention center expansion project being developed and built by Downs Lodging at Mohegan Sun at Pocono Downs. 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, 2013, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of June 30, 2013 and September 30, 2012, accrued interest on the Downs Lodging Credit Facility was $375,000. Salishan-Mohegan Promissory Notes In December 2012, Salishan-Mohegan Two, a wholly-owned subsidiary of Salishan-Mohegan, entered into two promissory notes with third-party lenders to fund the acquisition of certain property related to the Cowlitz Project. The first note, in the original principal amount of $150,000, bears no interest and amortizes as follows: (i) $5,000 per month, commencing December 31, 2012 and continuing through July 31, 2014 and (ii) $10,000 per month, commencing August 31, 2014 until fully paid. The second note, in the original principal amount of $375,000, matures on December 31, 2014 and accrues interest at an annual rate of 7.0%, payable monthly, commencing January 1, 2013. As of June 30, 2013, there was no accrued interest on the promissory notes. |
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF INCOME (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||
Net revenues | $ 344,245 | $ 344,436 | $ 994,695 | $ 1,047,466 | ||||||||||
Operating costs and expenses: | ||||||||||||||
Gaming and other operations | 205,369 | 218,495 | 598,432 | 655,894 | ||||||||||
Advertising, general and administrative | 53,971 | 53,381 | 162,895 | 159,839 | ||||||||||
Depreciation and amortization | 20,350 | 21,693 | 60,465 | 64,077 | ||||||||||
Loss on disposition of assets | 144 | 31 | 277 | 320 | ||||||||||
Severance | 51 | 0 | 29 | 0 | ||||||||||
Pre-opening | 173 | 0 | 245 | 0 | ||||||||||
Total operating costs and expenses | 280,058 | 293,600 | 822,343 | 880,130 | ||||||||||
Income from operations | 64,187 | 50,836 | 172,352 | 167,336 | ||||||||||
Accretion of discount to the relinquishment liability | (1,243) | (2,062) | (3,730) | (6,186) | ||||||||||
Interest expense, net of capitalized interest | (42,379) | (41,581) | (128,213) | (103,047) | ||||||||||
Loss on early exchange of debt | 0 | (17) | (403) | (14,323) | ||||||||||
Loss on interests in subsidiaries | 0 | 0 | 0 | 0 | ||||||||||
Other income (expense), net | 1,586 | 1,849 | 2,689 | 3,528 | ||||||||||
Net income | 22,151 | 9,025 | 42,695 | 47,308 | ||||||||||
Loss attributable to non-controlling interests | 146 | 336 | 2,767 | 1,147 | ||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | 22,297 | 9,361 | 45,462 | 48,455 | ||||||||||
Authority
|
||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||
Net revenues | 264,735 | 263,090 | 770,316 | 809,936 | ||||||||||
Operating costs and expenses: | ||||||||||||||
Gaming and other operations | 150,691 | 160,866 | 439,040 | 485,354 | ||||||||||
Advertising, general and administrative | 42,646 | 43,189 | 129,361 | 132,123 | ||||||||||
Depreciation and amortization | 16,958 | 17,384 | 50,444 | 51,335 | ||||||||||
Loss on disposition of assets | 126 | 18 | 259 | 36 | ||||||||||
Severance | 0 | (146) | ||||||||||||
Pre-opening | 0 | 0 | ||||||||||||
Total operating costs and expenses | 210,421 | 221,457 | 618,958 | 668,848 | ||||||||||
Income from operations | 54,314 | 41,633 | 151,358 | 141,088 | ||||||||||
Accretion of discount to the relinquishment liability | (1,243) | (2,062) | (3,730) | (6,186) | ||||||||||
Interest expense, net of capitalized interest | (29,338) | (20,775) | (88,942) | (51,767) | ||||||||||
Loss on early exchange of debt | (17) | (403) | (14,323) | |||||||||||
Loss on interests in subsidiaries | (1,462) | (9,451) | (12,949) | (20,640) | ||||||||||
Other income (expense), net | 26 | 33 | 128 | 283 | ||||||||||
Net income | 22,297 | 9,361 | 45,462 | 48,455 | ||||||||||
Loss attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | 22,297 | 9,361 | 45,462 | 48,455 | ||||||||||
Total Guarantor Subsidiaries
|
||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||
Net revenues | 79,871 | [1] | 82,271 | [1] | 224,324 | [1] | 238,457 | [1] | ||||||
Operating costs and expenses: | ||||||||||||||
Gaming and other operations | 55,361 | [1] | 58,554 | [1] | 160,320 | [1] | 171,467 | [1] | ||||||
Advertising, general and administrative | 8,853 | [1] | 8,823 | [1] | 24,091 | [1] | 24,761 | [1] | ||||||
Depreciation and amortization | 3,392 | [1] | 4,309 | [1] | 10,021 | [1] | 12,742 | [1] | ||||||
Loss on disposition of assets | 18 | 13 | [1] | 18 | [1] | 284 | [1] | |||||||
Severance | 51 | [1] | 175 | [1] | ||||||||||
Pre-opening | 173 | [1] | 245 | [1] | ||||||||||
Total operating costs and expenses | 67,848 | [1] | 71,699 | [1] | 194,870 | [1] | 209,254 | [1] | ||||||
Income from operations | 12,023 | [1] | 10,572 | [1] | 29,454 | [1] | 29,203 | [1] | ||||||
Accretion of discount to the relinquishment liability | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | ||||||
Interest expense, net of capitalized interest | (11,092) | [1] | (19,974) | [1] | (32,999) | [1] | (49,379) | [1] | ||||||
Loss on early exchange of debt | 0 | [1] | 0 | [1] | 0 | [1] | ||||||||
Loss on interests in subsidiaries | (1,747) | [1] | (226) | [1] | (4,469) | [1] | (1,103) | [1] | ||||||
Other income (expense), net | 683 | [1] | 177 | [1] | 1,536 | [1] | 639 | [1] | ||||||
Net income | (133) | [1] | (9,451) | [1] | (6,478) | [1] | (20,640) | [1] | ||||||
Loss attributable to non-controlling interests | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | ||||||
Net income attributable to Mohegan Tribal Gaming Authority | (133) | [1] | (9,451) | [1] | (6,478) | [1] | (20,640) | [1] | ||||||
Total Non-Guarantor Subsidiaries and Entities
|
||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||
Net revenues | 382 | [2] | 0 | [3] | 1,163 | [2] | 0 | [3] | ||||||
Operating costs and expenses: | ||||||||||||||
Gaming and other operations | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | ||||||
Advertising, general and administrative | 2,532 | [2] | 1,369 | [3] | 9,623 | [2] | 2,955 | [3] | ||||||
Depreciation and amortization | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | ||||||
Loss on disposition of assets | 0 | 0 | [3] | 0 | [2] | 0 | [3] | |||||||
Severance | 0 | [2] | 0 | [2] | ||||||||||
Pre-opening | 0 | [2] | 0 | [2] | ||||||||||
Total operating costs and expenses | 2,532 | [2] | 1,369 | [3] | 9,623 | [2] | 2,955 | [3] | ||||||
Income from operations | (2,150) | [2] | (1,369) | [3] | (8,460) | [2] | (2,955) | [3] | ||||||
Accretion of discount to the relinquishment liability | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | ||||||
Interest expense, net of capitalized interest | (2,579) | [2] | (977) | [3] | (7,745) | [2] | (2,480) | [3] | ||||||
Loss on early exchange of debt | 0 | [3] | 0 | [2] | 0 | [3] | ||||||||
Loss on interests in subsidiaries | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | ||||||
Other income (expense), net | 1,507 | [2] | 1,784 | [3] | 2,498 | [2] | 3,185 | [3] | ||||||
Net income | (3,222) | [2] | (562) | [3] | (13,707) | [2] | (2,250) | [3] | ||||||
Loss attributable to non-controlling interests | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | ||||||
Net income attributable to Mohegan Tribal Gaming Authority | (3,222) | [2] | (562) | [3] | (13,707) | [2] | (2,250) | [3] | ||||||
Consolidating/Eliminating Adjustments
|
||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||
Net revenues | (743) | (925) | (1,108) | (927) | ||||||||||
Operating costs and expenses: | ||||||||||||||
Gaming and other operations | (683) | (925) | (928) | (927) | ||||||||||
Advertising, general and administrative | (60) | 0 | (180) | 0 | ||||||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||||||||
Loss on disposition of assets | 0 | 0 | 0 | 0 | ||||||||||
Severance | 0 | 0 | ||||||||||||
Pre-opening | 0 | 0 | ||||||||||||
Total operating costs and expenses | (743) | (925) | (1,108) | (927) | ||||||||||
Income from operations | 0 | 0 | 0 | 0 | ||||||||||
Accretion of discount to the relinquishment liability | 0 | 0 | 0 | 0 | ||||||||||
Interest expense, net of capitalized interest | 630 | 145 | 1,473 | 579 | ||||||||||
Loss on early exchange of debt | 0 | 0 | 0 | |||||||||||
Loss on interests in subsidiaries | 3,209 | 9,677 | 17,418 | 21,743 | ||||||||||
Other income (expense), net | (630) | (145) | (1,473) | (579) | ||||||||||
Net income | 3,209 | 9,677 | 17,418 | 21,743 | ||||||||||
Loss attributable to non-controlling interests | 146 | 336 | 2,767 | 1,147 | ||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ 3,355 | $ 10,013 | $ 20,185 | $ 22,890 | ||||||||||
|
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) (Mohegan Gaming Advisors, Resorts Casino Hotel in Atlantic City, New Jersey)
|
1 Months Ended |
---|---|
Oct. 31, 2012
|
|
Mohegan Gaming Advisors | Resorts Casino Hotel in Atlantic City, New Jersey
|
|
Entity Information [Line Items] | |
Membership or limited partnership interest percentage | 10.00% |
LONG-TERM DEBT - Senior Unsecured Notes (Details) (USD $)
|
Jun. 30, 2013
|
Sep. 30, 2012
|
Mar. 06, 2012
|
Feb. 28, 2005
|
---|---|---|---|---|
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 1,680,415,000 | $ 1,697,415,000 | ||
Accrued interest | 24,395,000 | 46,362,000 | ||
Senior Unsecured Notes | 2005 6 1/8% Senior Unsecured Notes
|
||||
Debt Instrument [Line Items] | ||||
Loan face amount | 250,000,000.0 | |||
Note stated interest rate | 6.125% | 6.125% | ||
Principal amount tendered and exchanged | 234,200,000 | |||
Debt outstanding | 0 | 15,775,000 | 15,775,000 | |
Accrued interest | $ 81,000 |
RELINQUISHMENT AGREEMENT (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Sep. 30, 2012
|
Sep. 30, 1998
|
|
RELINQUISHMENT AGREEMENT [Abstract] | ||||||
Term of relinquishment agreement | 15 years | |||||
Period following the end of the first three-month period after the relinquishment date upon which senior relinquishment payments start | 25 days | |||||
Period following the end of the first six-month period after the relinquishment date upon which junior relinquishment payments start | 25 days | |||||
Relinquishment payment rate as a percent of revenues | 2.50% | |||||
Relinquishment liability | $ 92,600,000 | $ 92,600,000 | $ 120,800,000 | $ 549,100,000 | ||
Accretion of discount to the relinquishment liability | 1,243,000 | 2,062,000 | 3,730,000 | 6,186,000 | ||
Relinquishment Payments [Abstract] | ||||||
Principal | 27,951,000 | 28,756,000 | ||||
Accretion of discount | 3,927,000 | 5,935,000 | ||||
Total relinquishment payments | 31,900,000 | 34,700,000 | ||||
Accrued relinquishment payments | $ 19,300,000 | $ 19,300,000 | $ 13,300,000 |