10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 10-Q

 _____________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission file number 033-80655

 __________________________________________

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

 __________________________________________ 

Not Applicable	06-1436334
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
One Mohegan Sun Boulevard, Uncasville, CT	06382
(Address of principal executive offices)	(Zip Code)

(860) 862-8000

(Registrant’s telephone number, including area code)

 ___________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x*

* The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months had it been subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  x	Smaller reporting company  o
Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x

MOHEGAN TRIBAL GAMING AUTHORITY

INDEX TO FORM 10-Q

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of December 31, 2018 and September 30, 2018 (unaudited)	3
	Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended December 31, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Statements of Changes in Capital for the Three Months Ended December 31, 2018 and 2017 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2018 and 2017 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 6.	Exhibits	21
Signatures.	Mohegan Tribal Gaming Authority	22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	December 31, 2018		September 30, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	101,584	$	103,944
Restricted cash and cash equivalents	414		1,036
Accounts receivable, net of allowance for doubtful accounts of $12,593 and $12,265, respectively	49,757		44,532
Inventories	14,881		15,357
Notes receivable	7,524		109,859
Other current assets	24,735		22,129
Total current assets	198,895		296,857
Restricted cash and cash equivalents	213,169		129,646
Property and equipment, net	1,382,099		1,395,369
Goodwill	39,459		39,459
Other intangible assets, net	416,333		403,495
Notes receivable	—		1,857
Other assets, net	49,364		45,436
Total assets	$	2,299,319	$	2,312,119
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	73,865	$	73,232
Trade payables	14,049		14,704
Accrued payroll	39,783		54,380
Construction payables	9,732		10,747
Accrued interest payable	9,393		19,418
Other current liabilities	176,033		123,303
Total current liabilities	322,855		295,784
Long-term debt, net of current portion	1,735,467		1,740,923
Other long-term liabilities	11,096		4,618
Total liabilities	2,069,418		2,041,325
Commitments and Contingencies
Capital:
Retained earnings	203,255		250,707
Accumulated other comprehensive income	12,866		11,062
Total capital attributable to Mohegan Tribal Gaming Authority	216,121		261,769
Non-controlling interests	13,780		9,025
Total capital	229,901		270,794
Total liabilities and capital	$	2,299,319	$	2,312,119

On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	For the			For the
	Three Months Ended			Three Months Ended
	December 31, 2018			December 31, 2017
Revenues:
Gaming	$	221,935		$	287,006
Food and beverage	34,806			21,820
Hotel	22,977			14,907
Retail, entertainment and other	39,782			32,888
Gross revenues	319,500			356,621
Less-Promotional allowances	—			(25,137		)
Net revenues	319,500			331,484
Operating costs and expenses:
Gaming, including related party transactions of $702 and $1,367, respectively	128,664			164,315
Food and beverage	26,447			10,189
Hotel, including related party transactions of $2,161 and $2,340, respectively	9,803			7,005
Retail, entertainment and other	20,762			11,617
Advertising, general and administrative, including related party transactions of $11,332 and $10,580, respectively	49,018			50,377
Corporate, including related party transactions of $1,397 and $1,705, respectively	12,425			12,153
Depreciation and amortization	27,090			20,207
Other, net	1,921			621
Total operating costs and expenses	276,130			276,484
Income from operations	43,370			55,000
Other income (expense):
Interest income	3,439			3,869
Interest expense	(36,010		)	(28,336		)
Other, net	(91		)	(1,843		)
Total other expense	(32,662		)	(26,310		)
Net income	10,708			28,690
(Income) loss attributable to non-controlling interests	(86		)	519
Net income attributable to Mohegan Tribal Gaming Authority	10,622			29,209
Comprehensive income:
Foreign currency translation adjustment	1,899			14,747
Other comprehensive income	1,899			14,747
Other comprehensive income attributable to non-controlling interests	(95		)	(8,318		)
Other comprehensive income attributable to Mohegan Tribal Gaming Authority	1,804			6,429
Comprehensive income attributable to Mohegan Tribal Gaming Authority	$	12,426		$	35,638

On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

(unaudited)

	Retained Earnings			Accumulated Other Comprehensive Income		Total Capital Attributable to Mohegan Tribal Gaming Authority			Non-controlling       Interests			Total Capital
Balance, September 30, 2018	$	250,707		$	11,062	$	261,769		$	9,025		$	270,794
Cumulative-effect adjustment for the adoption of ASC 606 "Revenue from Contracts with Customers"	(41,575		)	—		(41,575		)	—			(41,575		)
Net income	10,622			—		10,622			86			10,708
Foreign currency translation adjustment	—			1,804		1,804			95			1,899
Distributions to Mohegan Tribe	(12,000		)	—		(12,000		)	—			(12,000		)
Redemption of membership interest related to the New England Black Wolves franchise	(4,499		)	—		(4,499		)	4,574			75
Balance, December 31, 2018	$	203,255		$	12,866	$	216,121		$	13,780		$	229,901
Balance, September 30, 2017	$	196,645		$	1,125	$	197,770		$	111,399		$	309,169
Net income (loss)	29,209			—		29,209			(519		)	28,690
Foreign currency translation adjustment	—			6,429		6,429			8,318			14,747
Distributions to Mohegan Tribe	(12,000		)	—		(12,000		)	—			(12,000		)
Distributions to Mohegan Tribe related to Salishan-Mohegan, LLC	(390		)	—		(390		)	—			(390		)
Balance, December 31, 2017	$	213,464		$	7,554	$	221,018		$	119,198		$	340,216

On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Three Months Ended			For the Three Months Ended
	December 31, 2018			December 31, 2017
Cash flows provided by operating activities:
Net income	$	10,708		$	28,690
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	27,090			20,207
Accretion of discounts	194			1,733
Amortization of discounts and debt issuance costs	4,845			2,270
Provision for losses on receivables	369			832
Other, net	(247		)	(254		)
Changes in operating assets and liabilities:
Accounts receivable	(5,594		)	(898		)
Accrued interest on notes receivable related to the Cowlitz Project	72,166			(2,994		)
Inventories	476			(507		)
Other assets	(2,189		)	(2,949		)
Trade payables	(655		)	(2,078		)
Accrued interest payable	(10,025		)	(9,601		)
Other liabilities	(16,087		)	(2,922		)
Net cash flows provided by operating activities	81,051			31,529
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(14,064		)	(44,387		)
Proceeds from notes receivable related to the Cowlitz Project	32,026			—
Other, net	(1,364		)	(2,357		)
Net cash flows provided by (used in) investing activities	16,598			(46,744		)
Cash flows provided by (used in) financing activities:
Senior secured credit facility borrowings - revolving and line of credit	360,712			226,879
Senior secured credit facility repayments - revolving and line of credit	(350,712		)	(191,879		)
Senior secured credit facility repayments - term loans A and B	(18,858		)	—
Other borrowings	11,335			3,200
Other repayments	(1,450		)	(69		)
Distributions to Mohegan Tribe	(12,000		)	(12,000		)
Distributions to Mohegan Tribe related to Salishan-Mohegan, LLC	—			(390		)
Other, net	(6,776		)	(19		)
Net cash flows provided by (used in) financing activities	(17,749		)	25,722
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents	79,900			10,507
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	641			10,803
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	234,626			239,056
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	315,167		$	260,366
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash and cash equivalents	$	101,584		$	113,020
Restricted cash and cash equivalents, current	414			332
Restricted cash and cash equivalents, non-current	213,169			147,014
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	315,167		$	260,366
Supplemental disclosures:
Cash paid for interest	$	41,190		$	36,026
Non-cash transactions:
Construction payables	$	9,732		$	27,866
Senior secured credit facility reductions	$	28,858		$	18,650
Conversion of Redemption Liability to Redemption Note Payable	$	—		$	74,084

On October 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), on a modified retrospective basis. Please refer to Note 2 for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION:

Organization

The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) established the Mohegan Tribal Gaming Authority in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. In June 2017, the Mohegan Tribal Gaming Authority announced a corporate effort to align its brand image with its expanding business, and accordingly rebranded, and is now doing business as Mohegan Gaming & Entertainment (the “Company”).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by US GAAP. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Company's operating results for the interim period, have been included.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018. The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. Certain immaterial line items in the accompanying condensed consolidated financial statements for the three months ended December 31, 2017have been combined or reclassified to conform to fiscal 2019 presentation.

During the three months ended December 31, 2018, the Company made an out-of-period correction, which decreased property and equipment, net and increased depreciation and amortization expense by $6.3 million. This adjustment resulted from the assignment, in a prior year, of an incorrect useful life to depreciate a long lived asset related to tenant allowances.

Fair Value of Financial Instruments

The Company applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:

• Level 1 - Quoted prices for identical assets or liabilities in active markets;

• Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and

• Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Company's estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

The Company's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.

The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, receivables, trade payables and certain promissory notes, including a redemption note payable, approximates fair value. The estimated fair values of the Company's long-term debt were as follows (in thousands):

	December 31, 2018
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	66,000	$	60,803
Senior Secured Credit Facility - Term Loan A	$	295,424	$	281,846
Senior Secured Credit Facility - Term Loan B	$	809,160	$	735,587
2016 7 7/8% Senior Unsecured Notes	$	489,323	$	466,875

7

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The estimated fair values of the Company's long-term debt were based on Level 2 inputs (quoted market prices or prices of similar instruments) on or about December 31, 2018.

NOTE 2—NEW ACCOUNTING STANDARDS:

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

Effective October 1, 2018, the Company adopted ASC 606, on a modified retrospective basis, to all contracts at the date of initial adoption. The Company recognized the cumulative-effect of initially adopting ASC 606 as an adjustment to retained earnings as of October 1, 2018, with a corresponding increase to other current liabilities. Comparative information for the three months ended December 31, 2017 has not been restated and continues to be reported under accounting standards in effect for that period. The adoption of ASC 606 did not have a material effect on the Company’s net income for the three months ended December 31, 2018. The Company does not expect the adoption of ASC 606 to have a material effect on its net income on a continuing basis.

The cumulative-effect of adopting ASC 606 was as follows (in thousands):

	September 30, 2018		ASC 606 Adjustment			October 1, 2018
Other current liabilities	$	123,303	$	41,575		$	164,878
Retained earnings	$	250,707	$	(41,575	)	$	209,132

The impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of December 31, 2018 was as follows (in thousands):

	Balance under ASC 606		Balance without ASC 606		Effect of Change
	December 31, 2018		December 31, 2018		Higher/ (Lower)
Other current liabilities	$	176,033	$	135,774	$	40,259
Retained earnings	$	203,255	$	243,514	$	(40,259	)

8

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The impact of adopting ASC 606 on the Company’s condensed consolidated statement of income for three months ended December 31, 2018 was as follows (in thousands):

									Promotional
						Promotional			Allowances			Gross vs.
	For the					Allowances			(Non-			Net									Effect of
	Three Months Ended		Loyalty			(Discretionary			Discretionary			Presentation			Cash			Balance			Change
	December 31, 2018		Points			Complimentaries)			Complimentaries)			and Other			Giveaways			without			Higher/
	2018		(1)			(2)			(2)			(3)			(4)			ASC 606			(Lower)
Revenues:
Gaming	$	221,935	$	1,219		$	(30,736	)	$	(17,847	)	$	5,650		$	(2,679	)	$	266,328		$	(44,393	)
Food and beverage	34,806		—			10,101			—			1,149			—			23,556			11,250
Hotel	22,977		—			5,998			—			164			—			16,815			6,162
Retail, entertainment and other	39,782		—			152			1,605			(1,962		)	—			39,987			(205		)
Gross revenues	319,500		1,219			(14,485		)	(16,242		)	5,001			(2,679		)	346,686			(27,186		)
Less-Promotional allowances	—		—			15,650			6,381			706			—			(22,737		)	22,737
Net revenues	319,500		1,219			1,165			(9,861		)	5,707			(2,679		)	323,949			(4,449		)
Operating costs and expenses:
Gaming	128,664		(95		)	(1,711		)	(29,629		)	5,752			(2,679		)	157,026			(28,362		)
Food and beverage	26,447		—			2,876			7,355			1,149			—			15,067			11,380
Hotel	9,803		—			—			2,591			164			—			7,048			2,755
Retail, entertainment and other	20,762		—			—			9,822			(1,467		)	—			12,407			8,355
Advertising, general and administrative	49,018		—			—			—			109			—			48,909			109
Corporate	12,425		—			—			—			—			—			12,425			—
Depreciation and amortization	27,090		—			—			—			—			—			27,090			—
Other, net	1,921		—			—			—			—			—			1,921			—
Total operating costs and expenses	276,130		(95		)	1,165			(9,861		)	5,707			(2,679		)	281,893			(5,763		)
Income from operations	$	43,370	$	1,314		$	—		$	—		$	—		$	—		$	42,056		$	1,314

The most significant impacts were as follows:

(1) ASC 606 modified the accounting related to loyalty points. The Company’s loyalty reward programs allow patrons to utilize their reward membership cards to earn loyalty points that are redeemable for complimentary items such as food and beverage, lodging and retail products. Under ASC 606, the Company is required to utilize a deferred revenue model to reduce gaming revenues by the estimated fair value of loyalty points earned by patrons and recognize the related revenues when such loyalty points are redeemed. The deferred revenue liability is based on the estimated stand-alone selling price (“SSP”) of the loyalty points earned after factoring in the likelihood of redemption ("Breakage"). Prior to the adoption of ASC 606, the liability for unredeemed loyalty points was estimated based on expected redemption rates and estimated costs of the goods and services to be provided.

(2) ASC 606 modified the accounting related to promotional allowances. The Company no longer recognizes revenues for complimentary items provided to patrons, as well as for goods and services provided to patrons in connection with loyalty point redemptions, as gross revenues with a corresponding offset to promotional allowances to arrive at net revenues. The majority of such amounts previously included within promotional allowances now offset gaming revenues based on an allocation of revenues

9

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

to performance obligations utilizing SSP. These changes resulted in the elimination of promotional allowances and the reclassification of revenues between the various revenue line items.

(3) ASC 606 modified gross versus net presentation. The Company now records mandatory service charges on food and beverage items and wide area progressive operator fees on a gross basis, with amounts received from patrons recorded as revenues and the corresponding amounts paid recorded as expenses. This change resulted in an increase in revenues with a corresponding increase in expenses.

(4) ASC 606 modified the accounting related to cash giveaways. The Company now records cash giveaways as a reduction to gaming revenues. Previously, the Company recorded cash giveaways as a reduction to expenses. This change resulted in a decrease in expenses with a corresponding decrease in gaming revenues.

The Company’s revenues from contracts with customers consist of gaming, food and beverage, hotel, retail, entertainment and convention related transactions, as well as management and development services related to management and development contracts with third-party facilities.

The transaction price in a gaming contract is the difference between gaming wins and losses, not the total amount wagered. The transaction prices in food and beverage, hotel, retail, entertainment and convention contracts are the net amounts collected for such goods and services. Sales and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenues or expenses. The transaction price in a racing contract, inclusive of live racing at the Company’s facilities and import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations, which primarily consist of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to racing operations. The transaction prices in management and development service contracts are the amounts collected for services rendered in accordance with contractual terms, inclusive of reimbursable costs and expenses.

Gaming transactions involve two performance obligations for patrons participating in the Company’s loyalty reward programs and a single performance obligation for patrons that do not participate. The Company applies a practical expedient by accounting for gaming contracts on a portfolio basis, as such contracts share similar characteristics. The Company does not expect the effects on its condensed consolidated financial statements under this approach to differ materially versus under an individual contract basis. Revenues allocated to gaming performance obligations are recognized when gaming occurs as such activities are settled immediately. Revenues allocated to the loyalty points deferred revenue liability are recognized as revenues when loyalty points are redeemed. The deferred revenue liability is based on the estimated SSP of the loyalty points earned after factoring in Breakage.

Food and beverage, hotel, retail, entertainment and convention transactions have been determined to be separate, stand-alone performance obligations and the transaction prices for such contracts are recorded as revenues as the related goods and services are transferred to patrons. Revenues from contracts which include a combination of these transactions are allocated on a pro rata basis based on the goods' and services' SSP.

Management and development services have been determined to be separate, stand-alone performance obligations and the transaction prices for such contracts are recorded as revenues as the related services are performed.

10

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Revenue Disaggregation

The Company is a geographically diversified, multi-jurisdictional owner, operator and manager of gaming facilities. The Company’s current operations are focused within Connecticut and Pennsylvania. The Company also currently manages other gaming facilities within the United States. The Company generates revenues by providing the following types of goods and services: (1) gaming, (2) food and beverage, (3) hotel, (4) retail, entertainment, and other and (5) management and development. Revenue disaggregation by the various types of revenues and geographic locations for the three months ended December 31, 2018 was as follows (in thousands):

	Connecticut		Pennsylvania		Other
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Corporate and Other)
Gaming	$	170,482	$	51,453	$	—
Food and beverage	29,135		5,713		(42		)
Hotel	21,220		1,758		(1		)
Retail, entertainment and other	31,842		1,867		421
Management and development	—		—		5,712
Net revenues	$	252,679	$	60,791	$	6,090

Contract and Contract-Related Liabilities

There may exist a difference between the timing of cash receipts from patrons and the recognition of revenues, resulting in a contract or contract-related liability. In general, the Company has three types of liabilities: (1) outstanding gaming chips and slot tickets liability, which represents amounts owed in exchange for outstanding gaming chips and slot tickets held by patrons, (2) loyalty points deferred revenue liability, as discussed above, and (3) patron advances and other liability, which primarily represents funds deposited in advance by patrons for gaming and advance payments by patrons for goods and services, such as advance ticket sales, deposits on rooms and convention space and gift card purchases. These liabilities are generally expected to be recognized as revenues within one year and are recorded within other current liabilities on the Company’s condensed consolidated balance sheets.

The following table summarizes these liabilities (in thousands):

	December 31, 2018		October 1, 2018		Increase/ (Decrease)
Outstanding gaming chips and slot tickets liability	$	6,690	$	3,298	$	3,392
Loyalty points deferred revenue liability	$	41,061	$	42,314	$	(1,253	)
Patron advances and other liability	$	20,029	$	17,530	$	2,499

ASU 2016-18

           In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the total change during the period in cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 in its first quarter of fiscal 2019 on a retrospective basis. Transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are no longer included within investing activities and, as such, the details of such transfers are not reported as cash flow activities in the statement of cash flows. This resulted in a $13.4 million change to net cash flows used in investing activities for the three months ended December 31, 2017.

ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016‑02”), which will require, among other things, lessees to recognize a right-of-use asset and a lease liability for leases with terms in excess of 12 months and the disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” and ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”, which clarified various aspects of this new standard. ASU 2016‑02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 provides various optional practical expedients in transition, which the Company continues to evaluate. The Company expects to adopt ASU 2016-02 in its first quarter of fiscal 2020, on a modified retrospective basis, and will recognize the cumulative effect of its adoption as an adjustment to retained earnings as of October 1, 2019. While the Company continues to evaluate the impact ASU 2016-02 will have on its financial statements and related disclosures, the actual impact of this standard will be dependent upon the Company’s lease portfolio at the time of

11

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

adoption. The adoption of this standard is expected to have a material impact on the Company’s financial statements, as the Company has significant operating lease commitments that are off-balance sheet under current US GAAP.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13,“Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. ASU 2018-13 requires enhanced disclosures on valuation techniques and inputs that a reporting entity uses to determine its measures of fair value, including judgments and assumptions that the entity makes and the uncertainties in the fair value measurements as of the reporting date. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019. Certain amended or eliminated disclosure requirements may be adopted earlier, while certain additional disclosure requirements can be adopted on its effective date. In addition, certain changes required by this standard require retrospective adoption, while other changes must be adopted prospectively. The Company is currently evaluating the impact this standard will have on its financial statements.

NOTE 3—COWLITZ PROJECT:

On December 4, 2018, the Company received $106.6 million from the Cowlitz Tribal Gaming Authority. This amount represented the full repayment of the then-outstanding notes and accrued interest, through the repayment date, due to Salishan-Mohegan, LLC in connection with the development of ilani Casino Resort pursuant to the Cowlitz Project, totaling $32.0 million and $74.6 million, respectively.

NOTE 4—LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands):

	December 31, 2018			September 30, 2018
Senior Secured Credit Facility - Revolving	$	66,000		$	66,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $6,016 and $6,661, respectively	295,424			311,466
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $19,670 and $20,571, respectively	809,160			810,430
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $10,677 and $11,033, respectively	489,323			488,967
Mohegan Expo Credit Facility, net of debt issuance costs of $1,219 and $1,319, respectively	30,935			31,980
Guaranteed Credit Facility, net of debt issuance costs of $1,432 and $1,262, respectively	33,568			22,403
Redemption Note Payable, net of discount of $31,242 and $33,635, respectively	83,558			81,165
Other	1,364			1,744
Long-term debt	1,809,332			1,814,155
Less: current portion of long-term debt	(73,865		)	(73,232		)
Long-term debt, net of current portion	$	1,735,467		$	1,740,923

Senior Secured Credit Facilities - Non-cash Transactions

On December 31, 2018 and 2017, the bank that administers the Company's debt service payments for its Senior Secured Credit Facilities made certain required and optional principal payments on behalf of the Company totaling $28.9 million and $18.7 million, respectively, but did not accordingly debit the Company's bank account for these payments. As of December 31, 2018 and 2017, the Company reflected these non-cash transactions as reductions to current portion of long-term debt and corresponding increases to other current liabilities. In the respective following months, the bank withdrew the payments from the Company's bank account, resulting in reductions to the Company's cash and cash equivalents and other current liabilities.

Guaranteed Credit Facility - Second Advance

On October 30, 2018, the Company entered into a follow-on loan agreement with certain third-party lenders providing for an $11.3 million term loan under the Indian Loan Guaranty, Insurance and Interest Subsidy Program (the “BIA Loan Guaranty Program”). This term loan, combined with an initial term loan issued under the BIA Loan Guaranty Program in late September 2018, completes the allocation to the Company of $35.0 million in guaranteed term loans under the BIA Loan Guaranty Program. Like the initial facility, this term loan is also secured by a 90% loan guarantee by the Department of the Interior, Assistant Secretary

12

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

—Indian Affairs, Division of Capital Investment, and is otherwise identical to the initial facility, including use of proceeds, maturity, amortization, interest rate and covenant requirements.

Debt Covenant Compliance

As of December 31, 2018, the Company was in compliance with all financial covenants.

NOTE 5—SEGMENT REPORTING:

The following table summarizes the Company's results on a segment basis (in thousands):

	For the Three Months Ended
	December 31, 2018			December 31, 2017
Net revenues:
Mohegan Sun	$	252,679		$	262,937
Mohegan Sun Pocono	60,791			64,804
Corporate and other	6,090			3,803
Inter-segment revenues	(60		)	(60		)
Total	$	319,500		$	331,484
Income (loss) from operations:
Mohegan Sun	$	44,063		$	56,393
Mohegan Sun Pocono	7,192			7,675
Corporate and other	(7,885		)	(9,068		)
Total	$	43,370		$	55,000
Capital expenditures incurred:
Mohegan Sun	$	5,123		$	30,932
Mohegan Sun Pocono	377			2,610
Corporate and other	7,549			14,215
Total	$	13,049		47,757
	December 31, 2018			September 30, 2018
Total assets:
Mohegan Sun	$	1,354,193		$	1,364,169
Mohegan Sun Pocono	573,976			581,079
Corporate and other	371,150			366,871
Total	$	2,299,319		$	2,312,119

NOTE 6—COMMITMENTS AND CONTINGENCIES:

The Company is a defendant in various claims and legal actions resulting from its normal course of business, primarily relating to personal injuries to patrons and damages to patrons' personal assets. The Company estimates litigation claims expense and accrues for such liabilities based upon historical experience. In management's opinion, the aggregate liability, if any, arising from such legal actions will not have a material impact on the Company's financial position, results of operations or cash flows.

13

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 7—SUBSEQUENT EVENT:

On January 1, 2019, the Mohegan Tribe surrendered its interest in Salishan Mohegan, LLC and a related entity for total consideration of $10 million. Accordingly, the Company will now receive 100% of the management fees in connection with its management of the Cowlitz Project, as well as the Mohegan Tribe's share of development fees moving forward.

14

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Some information included in this Quarterly Report on Form 10-Q and other materials filed by us with the Securities and Exchange Commission, or the SEC, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information relating to business development activities, as well as capital spending, financing sources, the effects of regulation, including gaming and tax regulation and increased competition. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results, and accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, those relating to the following:

• the financial performance of Mohegan Sun and Mohegan Sun Pocono;

• the local, regional, national or global economic climate;

• increased competition, including the expansion of gaming in jurisdictions in which we own or operate gaming facilities;

• our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants;

• the continued availability of financing;

• our dependence on existing management;

• our ability to integrate new amenities from expansions to our facilities into our current operations and manage the expanded facilities;

• changes in federal or state tax laws or the administration of such laws;

• changes in gaming laws or regulations, including the limitation, denial or suspension of licenses required under gaming laws and regulations;

• changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at our facilities;

• cyber security risks relating to our information technology and other systems, including misappropriation of patron information or other breaches of information security;

• our ability to successfully implement our diversification strategy;

• an act of terrorism;

• our customers' access to inexpensive transportation to our facilities and changes in oil, fuel or other transportation-related expenses;

• unfavorable weather conditions;

• risks associated with operations in foreign jurisdictions;

• failure by our employees, agents, affiliates, vendors or businesses to comply with applicable laws, rules and regulations, including state gaming laws and regulations and anti-bribery laws such as the United States Foreign Corrupt Practices Act, and similar anti-bribery laws in other jurisdictions; and

• fluctuations in foreign currency exchange rates.

Additional information concerning potential factors that could affect our financial results is included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, as well as our other reports and filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes beginning on page 3 of this Quarterly Report on Form 10-Q.

15

Overview

The Mohegan Tribe and the Company

The Mohegan Tribe of Indians of Connecticut, or the Mohegan Tribe, is a federally-recognized Indian tribe with an approximately 595-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a compact with the affected state. The Mohegan Tribe and the State of Connecticut entered into such a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Mohegan Tribe, with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere.

Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in Connecticut offering slot machines and table games. Through our subsidiary, Downs Racing, L.P., we also own and operate Mohegan Sun Pocono, a gaming and entertainment facility located in Plains Township, Pennsylvania. We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.

Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two current gaming operations in Connecticut offering slot machines

and table games. We face competition from gaming facilities in Massachusetts, Rhode Island, New York and New Jersey. We also face competition in and from the northeastern Pennsylvania gaming market. Please refer to “Part I. Item 1. Business-Market and Competition from Other Gaming Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and our other reports and filings with the SEC for further details regarding current and potential competition from other gaming operations.

Results of Operations

The following table summarizes our results on a segment basis (in thousands):

	For the Three Months Ended December 31,
	2018			2017			Variance			Percentage Variance
Net revenues:
Mohegan Sun	$	252,679		$	262,937		$	(10,258	)	(3.9	)%
Mohegan Sun Pocono	60,791			64,804			(4,013		)	(6.2	)%
Corporate and other	6,090			3,803			2,287			60.1	%
Inter-segment revenues	(60		)	(60		)	—			—
Total	$	319,500		$	331,484		$	(11,984	)	(3.6	)%
Income (loss) from operations:
Mohegan Sun	$	44,063		$	56,393		$	(12,330	)	(21.9	)%
Mohegan Sun Pocono	7,192			7,675			(483		)	(6.3	)%
Corporate and other	(7,885		)	(9,068		)	1,183			13.0	%
Total	$	43,370		$	55,000		$	(11,630	)	(21.1	)%
Net income attributable to Mohegan Tribal Gaming Authority	$	10,622		$	29,209		$	(18,587	)	(63.6	)%

The most significant factors and trends that impacted our operating and financial performance were as follows:

• lower overall gaming volumes;

• a strong entertainment calendar at Mohegan Sun;

• higher revenues and increased development costs and expenses associated with our various diversification initiatives;

• increasingly competitive gaming markets;

• higher depreciation expense; and

• higher interest expense.

16

Mohegan Sun

Revenues

Net revenues declined by $10.2 million, or 3.9%, to $252.7 million for the three months ended December 31, 2018 compared to $262.9 million in the same period in the prior year. After factoring in the impact of adopting the new revenue recognition standard, these results were primarily driven by lower slot revenues, partially offset by higher overall non-gaming revenues. Slot revenues were negatively impacted by year-over-year declines in both volumes and hold percentage, while non-gaming revenues benefited from a strong entertainment calendar featuring additional headliner shows and the addition of our Earth Expo & Convention Center, which opened in June 2018.

Operating Costs and Expenses

Operating costs and expenses increased by $2.1 million, or 1.0%, to $208.6 million for the three months ended December 31, 2018 compared to $206.5 million in the same period in the prior year. The increase in operating costs and expenses was principally due to higher depreciation expense and increased medical benefit costs. The increase in depreciation expense was primarily due to an out-of-period correction, which increased depreciation and amortization expense by $6.3 million.

Mohegan Sun Pocono

Revenues

Net revenues declined by $4.0 million, or 6.2%, to $60.8 million for the three months ended December 31, 2018 compared to $64.8 million in the same period in the prior year. After factoring in the impact of adopting the new revenue recognition standard, these results were primarily driven by lower gaming revenues resulting from declines in slot and table game revenues. Both slot and table game revenues were negatively impacted by lower volumes.

Operating Costs and Expenses

Operating costs and expenses declined by $3.5 million, or 6.1%, to $53.6 million for the three months ended December 31, 2018 compared to $57.1 million in the same period in the prior year. The reduction in operating costs and expenses was primarily driven by lower payroll costs, as well as lower slot machine and table game tax expenses commensurate with the declines in slot and table game revenues.

Corporate and Other

Revenues

Net revenues increased by $2.3 million, or 60.5%, to $6.1 million for the three months ended December 31, 2018 compared to $3.8 million in the same period in the prior year, primarily due to higher management fees earned in connection with our management contract with ilani Casino Resort.

Operating Costs and Expenses

Operating costs and expenses increased by $1.1 million, or 8.5%, to $14.0 million for the three months ended December 31, 2018 compared to $12.9 million in the same period in the prior year, primarily as a result of higher pre-opening costs and expenses associated with Project Inspire, our planned integrated resort and casino to be located adjacent to the Incheon International Airport in South Korea.

Other Expenses

Other expenses increased by $6.4 million, or 24.3%, to $32.7 million for the three months ended December 31, 2018 compared to $26.3 million in the same period in the prior year, primarily due to higher interest expense. Interest expense increased by $7.7 million, or 27.2%, to $36.0 million for the three months ended December 31, 2018 compared to $28.3 million in the same period in the prior year as a result of higher weighted average interest rate and weighted average outstanding debt. Weighted average interest rate was 7.4% for the three months ended December 31, 2018 compared to 6.7% in the same period in the prior year. Weighted average outstanding debt was $1.96 billion for the three months ended December 31, 2018 compared to $1.72 billion in the same period in the prior year.

Seasonality

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun Pocono during the months of May through August. Accordingly, our operating results for the three months ended December 31, 2018 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

17

Liquidity and Capital Resources

As of December 31, 2018 and September 30, 2018, we held cash and cash equivalents of $101.6 million and $103.9 million, respectively. Inclusive of letters of credit, which reduce borrowing availability under our revolving facility, we had approximately $181.7 million of borrowing capacity under the revolving facility and line of credit as of December 31, 2018. As a result of the cash based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization.

Cash provided by operating activities increased by $49.6 million, or 157.5%, to $81.1 million for the three months ended December 31, 2018 compared to $31.5 million in the same period in the prior year, primarily due to the receipt of $74.6 million from the Cowlitz Tribal Gaming Authority related to accrued interest on funds previously advanced for the Cowlitz Project. These results were partially offset by higher working capital requirements, combined with lower net income after factoring in non-cash items.

Cash provided by investing activities totaled $16.6 million for the three months ended December 31, 2018 compared to cash used in investing activities of $46.7 million in the same period in the prior year. The increase in cash provided by investing activities for the three months ended December 31, 2018 primarily resulted from the receipt of $32.0 million from the Cowlitz Tribal Gaming Authority related to funds previously advanced for the Cowlitz Project, combined with lower capital expenditures. Capital expenditures totaled $13.0 million for the three months ended December 31, 2018, comprising maintenance and development and Project Inspire-related capital expenditures totaling $5.5 million and $7.5 million, respectively.

Cash used in financing activities totaled $17.7 million for the three months ended December 31, 2018 compared to cash provided by financing activities of $25.7 million in the same period in the prior year. The increase in cash used in financing activities for the three months ended December 31, 2018 was primarily driven by a $37.1 million reduction in borrowings.

Sufficiency of Resources

We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, distributions to the Mohegan Tribe and capital expenditures for at least the next twelve months; however, we can provide no assurance in this regard.

Critical Accounting Policies and Estimates

There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, except for those related to Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Please refer to “Part I. Item 1—Notes to Condensed Consolidated Financial Statements, Note 2—New Accounting Standards” in this Quarterly Report on Form 10-Q.

18

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. As of December 31, 2018, our primary exposure to market risk was interest rate risk associated with our credit facilities which accrued interest on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the credit facilities.Based on our variable rate outstanding debt as of December 31, 2018, a 100 basis point change in average interest rate would impact annual interest expense by approximately $12.6 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2018. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of December 31, 2018, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

19

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There has been no material change from the legal proceedings previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.

Item 1A. Risk Factors

There has been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.

20

Item 6.    Exhibits

Exhibit No.	Description
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 (furnished herewith).
32.2	Section 1350 Certification of Chief Financial Officer (furnished 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).

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Mohegan Tribal Gaming Authority has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

		MOHEGAN TRIBAL GAMING AUTHORITY
Date:	February 7, 2019	By:	/S/    KEVIN P. BROWN
			Kevin P. Brown Chairman and Member, Management Board
Date:	February 7, 2019	By:	/S/    MARIO C. KONTOMERKOS
			Mario C. Kontomerkos Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)
Date:	February 7, 2019	By:	/S/    DREW M. KELLEY
			Drew M. Kelley Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer)

22

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Mario C. Kontomerkos, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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 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 Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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:	February 7, 2019	/s/ MARIO C. KONTOMERKOS
		Mario C. Kontomerkos Chief Executive Officer, Mohegan Tribal Gaming Authority

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Drew M. Kelley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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 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 Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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:	February 7, 2019	/s/ DREW M. KELLEY
		Drew M. Kelley Chief Financial Officer, Mohegan Tribal Gaming Authority

EX-32.1

Exhibit 32.1

Written Statement of Chief Executive Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer of the Mohegan Tribal Gaming Authority, hereby certifies that, to his knowledge, on the date hereof:

(a) this Quarterly Report on Form 10-Q of the Mohegan Tribal Gaming Authority filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Exchange Act Section 13(a) or 15(d); and

(b) information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Mohegan Tribal Gaming Authority.

/s/ MARIO C. KONTOMERKOS

Mario C. Kontomerkos

Chief Executive Officer,

Mohegan Tribal Gaming Authority

February 7, 2019

A signed original of this written statement required by Section 906 has been provided to the Mohegan Tribal Gaming Authority and will be retained by the Mohegan Tribal Gaming Authority and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Written Statement of Chief Financial Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Financial Officer of the Mohegan Tribal Gaming Authority, hereby certifies that, to his knowledge, on the date hereof:

(a) this Quarterly Report on Form 10-Q of the Mohegan Tribal Gaming Authority filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Exchange Act Section 13(a) or 15(d); and

(b) information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Mohegan Tribal Gaming Authority.

/s/ DREW M. KELLEY

Drew M. Kelley

Chief Financial Officer,

Mohegan Tribal Gaming Authority

February 7, 2019

A signed original of this written statement required by Section 906 has been provided to the Mohegan Tribal Gaming Authority and will be retained by the Mohegan Tribal Gaming Authority and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information	3 Months Ended
	Dec. 31, 2018 shares
Document and Entity Information [Abstract]
Entity Registrant Name	MOHEGAN TRIBAL GAMING AUTHORITY
Entity Central Index Key	0001005276
Current Fiscal Year End Date	--09-30
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding	0

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2018	Sep. 30, 2018
Current assets:
Cash and cash equivalents	$ 101,584	$ 103,944
Restricted cash and cash equivalents	414	1,036
Accounts receivable, net of allowance for doubtful accounts of $12,593 and $12,265, respectively	49,757	44,532
Inventories	14,881	15,357
Notes receivable	7,524	109,859
Other current assets	24,735	22,129
Total current assets	198,895	296,857
Restricted cash and cash equivalents	213,169	129,646
Property and equipment, net	1,382,099	1,395,369
Goodwill	39,459	39,459
Other intangible assets, net	416,333	403,495
Notes receivable	0	1,857
Other assets, net	49,364	45,436
Total assets	2,299,319	2,312,119
Current liabilities:
Current portion of long-term debt	73,865	73,232
Trade payables	14,049	14,704
Accrued payroll	39,783	54,380
Construction payables	9,732	10,747
Accrued interest payable	9,393	19,418
Other current liabilities	176,033	123,303
Total current liabilities	322,855	295,784
Long-term debt, net of current portion	1,735,467	1,740,923
Other long-term liabilities	11,096	4,618
Total liabilities	2,069,418	2,041,325
Commitments and Contingencies
Capital:
Retained earnings	203,255	250,707
Accumulated other comprehensive income	12,866	11,062
Total capital attributable to Mohegan Tribal Gaming Authority	216,121	261,769
Non-controlling interests	13,780	9,025
Total capital	229,901	270,794
Total liabilities and capital	$ 2,299,319	$ 2,312,119

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Sep. 30, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 12,593	$ 12,265

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenues:
Gross revenues	$ 319,500	$ 356,621
Less-Promotional allowances	0	(25,137)
Net revenues	319,500	331,484
Operating costs and expenses:
Advertising, general and administrative, including related party transactions of $11,332 and $10,580, respectively	49,018	50,377
Corporate, including related party transactions of $1,397 and $1,705, respectively	12,425	12,153
Depreciation and amortization	27,090	20,207
Other, net	1,921	621
Total operating costs and expenses	276,130	276,484
Income from operations	43,370	55,000
Other income (expense):
Interest income	3,439	3,869
Interest expense	(36,010)	(28,336)
Other, net	(91)	(1,843)
Total other expense	(32,662)	(26,310)
Net income	10,708	28,690
(Income) loss attributable to non-controlling interests	(86)	519
Net income attributable to Mohegan Tribal Gaming Authority	10,622	29,209
Comprehensive income:
Foreign currency translation adjustment	1,899	14,747
Other comprehensive income	1,899	14,747
Other comprehensive income attributable to non-controlling interests	(95)	(8,318)
Other comprehensive income attributable to Mohegan Tribal Gaming Authority	1,804	6,429
Comprehensive income attributable to Mohegan Tribal Gaming Authority	12,426	35,638
Gaming
Revenues:
Gross revenues	221,935	287,006
Operating costs and expenses:
Cost of goods sold	128,664	164,315
Food and beverage
Revenues:
Gross revenues	34,806	21,820
Operating costs and expenses:
Cost of goods sold	26,447	10,189
Hotel
Revenues:
Gross revenues	22,977	14,907
Operating costs and expenses:
Cost of goods sold	9,803	7,005
Retail, entertainment and other
Revenues:
Gross revenues	39,782	32,888
Operating costs and expenses:
Cost of goods sold	$ 20,762	$ 11,617

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Selling, general, and administrative	$ 49,018	$ 50,377
Corporate	12,425	12,153
Affiliates
Selling, general, and administrative	11,332	10,580
Corporate	1,397	1,705
Gaming
Cost of goods sold	128,664	164,315
Gaming | Affiliates
Cost of goods sold	702	1,367
Hotel
Cost of goods sold	9,803	7,005
Hotel | Affiliates
Cost of goods sold	$ 2,161	$ 2,340

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Oct. 01, 2018
Statements of Changes in Capital
Total capital at beginning of period	$ 270,794	$ 309,169
Cumulative-effect adjustment for the adoption of ASC 606 Revenue from Contracts with Customers			$ (41,575)
Net income (loss)	10,708	28,690
Foreign currency translation adjustment	1,899	14,747
Distributions to Mohegan Tribe	(12,000)	(12,000)
Redemption of membership interest related to the New England Black Wolves franchise	75
Distributions to Mohegan Tribe related to Salishan-Mohegan, LLC		(390)
Total capital at end of period	229,901	340,216
Retained Earnings
Statements of Changes in Capital
Total capital at beginning of period	250,707	196,645
Cumulative-effect adjustment for the adoption of ASC 606 Revenue from Contracts with Customers			(41,575)
Net income (loss)	10,622	29,209
Distributions to Mohegan Tribe	(12,000)	(12,000)
Redemption of membership interest related to the New England Black Wolves franchise	(4,499)
Distributions to Mohegan Tribe related to Salishan-Mohegan, LLC		(390)
Total capital at end of period	203,255	213,464
Accumulated Other Comprehensive Income
Statements of Changes in Capital
Total capital at beginning of period	11,062	1,125
Foreign currency translation adjustment	1,804	6,429
Total capital at end of period	12,866	7,554
Total Capital Attributable to Mohegan Tribal Gaming Authority
Statements of Changes in Capital
Total capital at beginning of period	261,769	197,770
Cumulative-effect adjustment for the adoption of ASC 606 Revenue from Contracts with Customers			$ (41,575)
Net income (loss)	10,622	29,209
Foreign currency translation adjustment	1,804	6,429
Distributions to Mohegan Tribe	(12,000)	(12,000)
Redemption of membership interest related to the New England Black Wolves franchise	(4,499)
Distributions to Mohegan Tribe related to Salishan-Mohegan, LLC		(390)
Total capital at end of period	216,121	221,018
Non-controlling Interests
Statements of Changes in Capital
Total capital at beginning of period	9,025	111,399
Net income (loss)	86	(519)
Foreign currency translation adjustment	95	8,318
Redemption of membership interest related to the New England Black Wolves franchise	4,574
Total capital at end of period	$ 13,780	$ 119,198

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows provided by operating activities:
Net income	$ 10,708	$ 28,690
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	27,090	20,207
Accretion of discounts	194	1,733
Amortization of discounts and debt issuance costs	4,845	2,270
Provision for losses on receivables	369	832
Other, net	(247)	(254)
Changes in operating assets and liabilities:
Accounts receivable	(5,594)	(898)
Accrued interest on notes receivable related to the Cowlitz Project	72,166	(2,994)
Inventories	476	(507)
Other assets	(2,189)	(2,949)
Trade payables	(655)	(2,078)
Accrued interest payable	(10,025)	(9,601)
Other liabilities	(16,087)	(2,922)
Net cash flows provided by operating activities	81,051	31,529
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(14,064)	(44,387)
Proceeds from notes receivable related to the Cowlitz Project	32,026	0
Other, net	(1,364)	(2,357)
Net cash flows provided by (used in) investing activities	16,598	(46,744)
Cash flows provided by (used in) financing activities:
Other borrowings	11,335	3,200
Other repayments	(1,450)	(69)
Distributions to Mohegan Tribe	(12,000)	(12,000)
Other, net	(6,776)	(19)
Net cash flows provided by (used in) financing activities	(17,749)	25,722
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents	79,900	10,507
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	641	10,803
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	234,626	239,056
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	315,167	260,366
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	234,626	239,056
Supplemental disclosures:
Cash paid for interest	41,190	36,026
Construction payables	9,732	27,866
Senior secured credit facility reductions	28,858	18,650
Conversion of Redemption Liability to Redemption Note Payable	0	74,084
Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Senior secured credit facility borrowings - revolving and line of credit	360,712	226,879
Credit Facility | Prior senior secured credit facility - term loans A and B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	(350,712)	(191,879)
Credit Facility | Senior secured credit facility - term loans A and B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	(18,858)	0
Salishan-Mohegan, LLC
Cash flows provided by (used in) financing activities:
Distributions to Mohegan Tribe related to Salishan-Mohegan, LLC	$ 0	$ (390)

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ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION:

Organization

The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) established the Mohegan Tribal Gaming Authority in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. In June 2017, the Mohegan Tribal Gaming Authority announced a corporate effort to align its brand image with its expanding business, and accordingly rebranded, and is now doing business as Mohegan Gaming & Entertainment (the “Company”).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by US GAAP. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Company's operating results for the interim period, have been included.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018. The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. Certain immaterial line items in the accompanying condensed consolidated financial statements for the three months ended December 31, 2017have been combined or reclassified to conform to fiscal 2019 presentation.

During the three months ended December 31, 2018, the Company made an out-of-period correction, which decreased property and equipment, net and increased depreciation and amortization expense by $6.3 million. This adjustment resulted from the assignment, in a prior year, of an incorrect useful life to depreciate a long lived asset related to tenant allowances.

Fair Value of Financial Instruments

The Company applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:

• Level 1 - Quoted prices for identical assets or liabilities in active markets;

• Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and

• Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Company's estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

The Company's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.

The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, receivables, trade payables and certain promissory notes, including a redemption note payable, approximates fair value. The estimated fair values of the Company's long-term debt were as follows (in thousands):

	December 31, 2018
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	66,000	$	60,803
Senior Secured Credit Facility - Term Loan A	$	295,424	$	281,846
Senior Secured Credit Facility - Term Loan B	$	809,160	$	735,587
2016 7 7/8% Senior Unsecured Notes	$	489,323	$	466,875

The estimated fair values of the Company's long-term debt were based on Level 2 inputs (quoted market prices or prices of similar instruments) on or about December 31, 2018.

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NEW ACCOUNTING STANDARDS

3 Months Ended

Dec. 31, 2018

Accounting Changes and Error Corrections [Abstract]

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS:

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

Effective October 1, 2018, the Company adopted ASC 606, on a modified retrospective basis, to all contracts at the date of initial adoption. The Company recognized the cumulative-effect of initially adopting ASC 606 as an adjustment to retained earnings as of October 1, 2018, with a corresponding increase to other current liabilities. Comparative information for the three months ended December 31, 2017 has not been restated and continues to be reported under accounting standards in effect for that period. The adoption of ASC 606 did not have a material effect on the Company’s net income for the three months ended December 31, 2018. The Company does not expect the adoption of ASC 606 to have a material effect on its net income on a continuing basis.

The cumulative-effect of adopting ASC 606 was as follows (in thousands):

	September 30, 2018		ASC 606 Adjustment			October 1, 2018
Other current liabilities	$	123,303	$	41,575		$	164,878
Retained earnings	$	250,707	$	(41,575	)	$	209,132

The impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of December 31, 2018 was as follows (in thousands):

	Balance under ASC 606		Balance without ASC 606		Effect of Change
	December 31, 2018		December 31, 2018		Higher/ (Lower)
Other current liabilities	$	176,033	$	135,774	$	40,259
Retained earnings	$	203,255	$	243,514	$	(40,259	)

The impact of adopting ASC 606 on the Company’s condensed consolidated statement of income for three months ended December 31, 2018 was as follows (in thousands):

									Promotional
						Promotional			Allowances			Gross vs.
	For the					Allowances			(Non-			Net									Effect of
	Three Months Ended		Loyalty			(Discretionary			Discretionary			Presentation			Cash			Balance			Change
	December 31, 2018		Points			Complimentaries)			Complimentaries)			and Other			Giveaways			without			Higher/
	2018		(1)			(2)			(2)			(3)			(4)			ASC 606			(Lower)
Revenues:
Gaming	$	221,935	$	1,219		$	(30,736	)	$	(17,847	)	$	5,650		$	(2,679	)	$	266,328		$	(44,393	)
Food and beverage	34,806		—			10,101			—			1,149			—			23,556			11,250
Hotel	22,977		—			5,998			—			164			—			16,815			6,162
Retail, entertainment and other	39,782		—			152			1,605			(1,962		)	—			39,987			(205		)
Gross revenues	319,500		1,219			(14,485		)	(16,242		)	5,001			(2,679		)	346,686			(27,186		)
Less-Promotional allowances	—		—			15,650			6,381			706			—			(22,737		)	22,737
Net revenues	319,500		1,219			1,165			(9,861		)	5,707			(2,679		)	323,949			(4,449		)
Operating costs and expenses:
Gaming	128,664		(95		)	(1,711		)	(29,629		)	5,752			(2,679		)	157,026			(28,362		)
Food and beverage	26,447		—			2,876			7,355			1,149			—			15,067			11,380
Hotel	9,803		—			—			2,591			164			—			7,048			2,755
Retail, entertainment and other	20,762		—			—			9,822			(1,467		)	—			12,407			8,355
Advertising, general and administrative	49,018		—			—			—			109			—			48,909			109
Corporate	12,425		—			—			—			—			—			12,425			—
Depreciation and amortization	27,090		—			—			—			—			—			27,090			—
Other, net	1,921		—			—			—			—			—			1,921			—
Total operating costs and expenses	276,130		(95		)	1,165			(9,861		)	5,707			(2,679		)	281,893			(5,763		)
Income from operations	$	43,370	$	1,314		$	—		$	—		$	—		$	—		$	42,056		$	1,314

The most significant impacts were as follows:

(1) ASC 606 modified the accounting related to loyalty points. The Company’s loyalty reward programs allow patrons to utilize their reward membership cards to earn loyalty points that are redeemable for complimentary items such as food and beverage, lodging and retail products. Under ASC 606, the Company is required to utilize a deferred revenue model to reduce gaming revenues by the estimated fair value of loyalty points earned by patrons and recognize the related revenues when such loyalty points are redeemed. The deferred revenue liability is based on the estimated stand-alone selling price (“SSP”) of the loyalty points earned after factoring in the likelihood of redemption ("Breakage"). Prior to the adoption of ASC 606, the liability for unredeemed loyalty points was estimated based on expected redemption rates and estimated costs of the goods and services to be provided.

(2) ASC 606 modified the accounting related to promotional allowances. The Company no longer recognizes revenues for complimentary items provided to patrons, as well as for goods and services provided to patrons in connection with loyalty point redemptions, as gross revenues with a corresponding offset to promotional allowances to arrive at net revenues. The majority of such amounts previously included within promotional allowances now offset gaming revenues based on an allocation of revenues to performance obligations utilizing SSP. These changes resulted in the elimination of promotional allowances and the reclassification of revenues between the various revenue line items.

(3) ASC 606 modified gross versus net presentation. The Company now records mandatory service charges on food and beverage items and wide area progressive operator fees on a gross basis, with amounts received from patrons recorded as revenues and the corresponding amounts paid recorded as expenses. This change resulted in an increase in revenues with a corresponding increase in expenses.

(4) ASC 606 modified the accounting related to cash giveaways. The Company now records cash giveaways as a reduction to gaming revenues. Previously, the Company recorded cash giveaways as a reduction to expenses. This change resulted in a decrease in expenses with a corresponding decrease in gaming revenues.

The Company’s revenues from contracts with customers consist of gaming, food and beverage, hotel, retail, entertainment and convention related transactions, as well as management and development services related to management and development contracts with third-party facilities.

The transaction price in a gaming contract is the difference between gaming wins and losses, not the total amount wagered. The transaction prices in food and beverage, hotel, retail, entertainment and convention contracts are the net amounts collected for such goods and services. Sales and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenues or expenses. The transaction price in a racing contract, inclusive of live racing at the Company’s facilities and import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations, which primarily consist of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to racing operations. The transaction prices in management and development service contracts are the amounts collected for services rendered in accordance with contractual terms, inclusive of reimbursable costs and expenses.

Gaming transactions involve two performance obligations for patrons participating in the Company’s loyalty reward programs and a single performance obligation for patrons that do not participate. The Company applies a practical expedient by accounting for gaming contracts on a portfolio basis, as such contracts share similar characteristics. The Company does not expect the effects on its condensed consolidated financial statements under this approach to differ materially versus under an individual contract basis. Revenues allocated to gaming performance obligations are recognized when gaming occurs as such activities are settled immediately. Revenues allocated to the loyalty points deferred revenue liability are recognized as revenues when loyalty points are redeemed. The deferred revenue liability is based on the estimated SSP of the loyalty points earned after factoring in Breakage.

Food and beverage, hotel, retail, entertainment and convention transactions have been determined to be separate, stand-alone performance obligations and the transaction prices for such contracts are recorded as revenues as the related goods and services are transferred to patrons. Revenues from contracts which include a combination of these transactions are allocated on a pro rata basis based on the goods' and services' SSP.

Management and development services have been determined to be separate, stand-alone performance obligations and the transaction prices for such contracts are recorded as revenues as the related services are performed.

Revenue Disaggregation

The Company is a geographically diversified, multi-jurisdictional owner, operator and manager of gaming facilities. The Company’s current operations are focused within Connecticut and Pennsylvania. The Company also currently manages other gaming facilities within the United States. The Company generates revenues by providing the following types of goods and services: (1) gaming, (2) food and beverage, (3) hotel, (4) retail, entertainment, and other and (5) management and development. Revenue disaggregation by the various types of revenues and geographic locations for the three months ended December 31, 2018 was as follows (in thousands):

	Connecticut		Pennsylvania		Other
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Corporate and Other)
Gaming	$	170,482	$	51,453	$	—
Food and beverage	29,135		5,713		(42		)
Hotel	21,220		1,758		(1		)
Retail, entertainment and other	31,842		1,867		421
Management and development	—		—		5,712
Net revenues	$	252,679	$	60,791	$	6,090

Contract and Contract-Related Liabilities

There may exist a difference between the timing of cash receipts from patrons and the recognition of revenues, resulting in a contract or contract-related liability. In general, the Company has three types of liabilities: (1) outstanding gaming chips and slot tickets liability, which represents amounts owed in exchange for outstanding gaming chips and slot tickets held by patrons, (2) loyalty points deferred revenue liability, as discussed above, and (3) patron advances and other liability, which primarily represents funds deposited in advance by patrons for gaming and advance payments by patrons for goods and services, such as advance ticket sales, deposits on rooms and convention space and gift card purchases. These liabilities are generally expected to be recognized as revenues within one year and are recorded within other current liabilities on the Company’s condensed consolidated balance sheets.

The following table summarizes these liabilities (in thousands):

	December 31, 2018		October 1, 2018		Increase/ (Decrease)
Outstanding gaming chips and slot tickets liability	$	6,690	$	3,298	$	3,392
Loyalty points deferred revenue liability	$	41,061	$	42,314	$	(1,253	)
Patron advances and other liability	$	20,029	$	17,530	$	2,499

ASU 2016-18

           In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the total change during the period in cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 in its first quarter of fiscal 2019 on a retrospective basis. Transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are no longer included within investing activities and, as such, the details of such transfers are not reported as cash flow activities in the statement of cash flows. This resulted in a $13.4 million change to net cash flows used in investing activities for the three months ended December 31, 2017.

ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016‑02”), which will require, among other things, lessees to recognize a right-of-use asset and a lease liability for leases with terms in excess of 12 months and the disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” and ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”, which clarified various aspects of this new standard. ASU 2016‑02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 provides various optional practical expedients in transition, which the Company continues to evaluate. The Company expects to adopt ASU 2016-02 in its first quarter of fiscal 2020, on a modified retrospective basis, and will recognize the cumulative effect of its adoption as an adjustment to retained earnings as of October 1, 2019. While the Company continues to evaluate the impact ASU 2016-02 will have on its financial statements and related disclosures, the actual impact of this standard will be dependent upon the Company’s lease portfolio at the time of adoption. The adoption of this standard is expected to have a material impact on the Company’s financial statements, as the Company has significant operating lease commitments that are off-balance sheet under current US GAAP.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13,“Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. ASU 2018-13 requires enhanced disclosures on valuation techniques and inputs that a reporting entity uses to determine its measures of fair value, including judgments and assumptions that the entity makes and the uncertainties in the fair value measurements as of the reporting date. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019. Certain amended or eliminated disclosure requirements may be adopted earlier, while certain additional disclosure requirements can be adopted on its effective date. In addition, certain changes required by this standard require retrospective adoption, while other changes must be adopted prospectively. The Company is currently evaluating the impact this standard will have on its financial statements.

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COWLITZ PROJECT

3 Months Ended

Dec. 31, 2018

Cowlitz Project

Schedule of Long-term Development Projects [Line Items]

LONG TERM DEVELOPMENT PROJECT

COWLITZ PROJECT:

On December 4, 2018, the Company received $106.6 million from the Cowlitz Tribal Gaming Authority. This amount represented the full repayment of the then-outstanding notes and accrued interest, through the repayment date, due to Salishan-Mohegan, LLC in connection with the development of ilani Casino Resort pursuant to the Cowlitz Project, totaling $32.0 million and $74.6 million, respectively.

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LONG-TERM DEBT

3 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands):

	December 31, 2018			September 30, 2018
Senior Secured Credit Facility - Revolving	$	66,000		$	66,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $6,016 and $6,661, respectively	295,424			311,466
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $19,670 and $20,571, respectively	809,160			810,430
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $10,677 and $11,033, respectively	489,323			488,967
Mohegan Expo Credit Facility, net of debt issuance costs of $1,219 and $1,319, respectively	30,935			31,980
Guaranteed Credit Facility, net of debt issuance costs of $1,432 and $1,262, respectively	33,568			22,403
Redemption Note Payable, net of discount of $31,242 and $33,635, respectively	83,558			81,165
Other	1,364			1,744
Long-term debt	1,809,332			1,814,155
Less: current portion of long-term debt	(73,865		)	(73,232		)
Long-term debt, net of current portion	$	1,735,467		$	1,740,923

Senior Secured Credit Facilities - Non-cash Transactions

On December 31, 2018 and 2017, the bank that administers the Company's debt service payments for its Senior Secured Credit Facilities made certain required and optional principal payments on behalf of the Company totaling $28.9 million and $18.7 million, respectively, but did not accordingly debit the Company's bank account for these payments. As of December 31, 2018 and 2017, the Company reflected these non-cash transactions as reductions to current portion of long-term debt and corresponding increases to other current liabilities. In the respective following months, the bank withdrew the payments from the Company's bank account, resulting in reductions to the Company's cash and cash equivalents and other current liabilities.

Guaranteed Credit Facility - Second Advance

On October 30, 2018, the Company entered into a follow-on loan agreement with certain third-party lenders providing for an $11.3 million term loan under the Indian Loan Guaranty, Insurance and Interest Subsidy Program (the “BIA Loan Guaranty Program”). This term loan, combined with an initial term loan issued under the BIA Loan Guaranty Program in late September 2018, completes the allocation to the Company of $35.0 million in guaranteed term loans under the BIA Loan Guaranty Program. Like the initial facility, this term loan is also secured by a 90% loan guarantee by the Department of the Interior, Assistant Secretary—Indian Affairs, Division of Capital Investment, and is otherwise identical to the initial facility, including use of proceeds, maturity, amortization, interest rate and covenant requirements.

Debt Covenant Compliance

As of December 31, 2018, the Company was in compliance with all financial covenants.

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SEGMENT REPORTING

3 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING:

The following table summarizes the Company's results on a segment basis (in thousands):

	For the Three Months Ended
	December 31, 2018			December 31, 2017
Net revenues:
Mohegan Sun	$	252,679		$	262,937
Mohegan Sun Pocono	60,791			64,804
Corporate and other	6,090			3,803
Inter-segment revenues	(60		)	(60		)
Total	$	319,500		$	331,484
Income (loss) from operations:
Mohegan Sun	$	44,063		$	56,393
Mohegan Sun Pocono	7,192			7,675
Corporate and other	(7,885		)	(9,068		)
Total	$	43,370		$	55,000
Capital expenditures incurred:
Mohegan Sun	$	5,123		$	30,932
Mohegan Sun Pocono	377			2,610
Corporate and other	7,549			14,215
Total	$	13,049		47,757
	December 31, 2018			September 30, 2018
Total assets:
Mohegan Sun	$	1,354,193		$	1,364,169
Mohegan Sun Pocono	573,976			581,079
Corporate and other	371,150			366,871
Total	$	2,299,319		$	2,312,119

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES:

The Company is a defendant in various claims and legal actions resulting from its normal course of business, primarily relating to personal injuries to patrons and damages to patrons' personal assets. The Company estimates litigation claims expense and accrues for such liabilities based upon historical experience. In management's opinion, the aggregate liability, if any, arising from such legal actions will not have a material impact on the Company's financial position, results of operations or cash flows.

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SUBSEQUENT EVENT

3 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENT

SUBSEQUENT EVENT:

On January 1, 2019, the Mohegan Tribe surrendered its interest in Salishan Mohegan, LLC and a related entity for total consideration of $10 million. Accordingly, the Company will now receive 100% of the management fees in connection with its management of the Cowlitz Project, as well as the Mohegan Tribe's share of development fees moving forward.

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ORGANIZATION AND BASIS OF PRESENTATION ORGANIZATION AND BASIS OF PRESENTATION (Policies)

3 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [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 (“US GAAP”) for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by US GAAP. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Company's operating results for the interim period, have been included.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018. The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:

• Level 1 - Quoted prices for identical assets or liabilities in active markets;

• Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and

• Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Company's estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

The Company's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.

New Accounting Standards

NEW ACCOUNTING STANDARDS:

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

Effective October 1, 2018, the Company adopted ASC 606, on a modified retrospective basis, to all contracts at the date of initial adoption. The Company recognized the cumulative-effect of initially adopting ASC 606 as an adjustment to retained earnings as of October 1, 2018, with a corresponding increase to other current liabilities. Comparative information for the three months ended December 31, 2017 has not been restated and continues to be reported under accounting standards in effect for that period. The adoption of ASC 606 did not have a material effect on the Company’s net income for the three months ended December 31, 2018. The Company does not expect the adoption of ASC 606 to have a material effect on its net income on a continuing basis.

The cumulative-effect of adopting ASC 606 was as follows (in thousands):

	September 30, 2018		ASC 606 Adjustment			October 1, 2018
Other current liabilities	$	123,303	$	41,575		$	164,878
Retained earnings	$	250,707	$	(41,575	)	$	209,132

The impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of December 31, 2018 was as follows (in thousands):

	Balance under ASC 606		Balance without ASC 606		Effect of Change
	December 31, 2018		December 31, 2018		Higher/ (Lower)
Other current liabilities	$	176,033	$	135,774	$	40,259
Retained earnings	$	203,255	$	243,514	$	(40,259	)

The impact of adopting ASC 606 on the Company’s condensed consolidated statement of income for three months ended December 31, 2018 was as follows (in thousands):

									Promotional
						Promotional			Allowances			Gross vs.
	For the					Allowances			(Non-			Net									Effect of
	Three Months Ended		Loyalty			(Discretionary			Discretionary			Presentation			Cash			Balance			Change
	December 31, 2018		Points			Complimentaries)			Complimentaries)			and Other			Giveaways			without			Higher/
	2018		(1)			(2)			(2)			(3)			(4)			ASC 606			(Lower)
Revenues:
Gaming	$	221,935	$	1,219		$	(30,736	)	$	(17,847	)	$	5,650		$	(2,679	)	$	266,328		$	(44,393	)
Food and beverage	34,806		—			10,101			—			1,149			—			23,556			11,250
Hotel	22,977		—			5,998			—			164			—			16,815			6,162
Retail, entertainment and other	39,782		—			152			1,605			(1,962		)	—			39,987			(205		)
Gross revenues	319,500		1,219			(14,485		)	(16,242		)	5,001			(2,679		)	346,686			(27,186		)
Less-Promotional allowances	—		—			15,650			6,381			706			—			(22,737		)	22,737
Net revenues	319,500		1,219			1,165			(9,861		)	5,707			(2,679		)	323,949			(4,449		)
Operating costs and expenses:
Gaming	128,664		(95		)	(1,711		)	(29,629		)	5,752			(2,679		)	157,026			(28,362		)
Food and beverage	26,447		—			2,876			7,355			1,149			—			15,067			11,380
Hotel	9,803		—			—			2,591			164			—			7,048			2,755
Retail, entertainment and other	20,762		—			—			9,822			(1,467		)	—			12,407			8,355
Advertising, general and administrative	49,018		—			—			—			109			—			48,909			109
Corporate	12,425		—			—			—			—			—			12,425			—
Depreciation and amortization	27,090		—			—			—			—			—			27,090			—
Other, net	1,921		—			—			—			—			—			1,921			—
Total operating costs and expenses	276,130		(95		)	1,165			(9,861		)	5,707			(2,679		)	281,893			(5,763		)
Income from operations	$	43,370	$	1,314		$	—		$	—		$	—		$	—		$	42,056		$	1,314

The most significant impacts were as follows:

(1) ASC 606 modified the accounting related to loyalty points. The Company’s loyalty reward programs allow patrons to utilize their reward membership cards to earn loyalty points that are redeemable for complimentary items such as food and beverage, lodging and retail products. Under ASC 606, the Company is required to utilize a deferred revenue model to reduce gaming revenues by the estimated fair value of loyalty points earned by patrons and recognize the related revenues when such loyalty points are redeemed. The deferred revenue liability is based on the estimated stand-alone selling price (“SSP”) of the loyalty points earned after factoring in the likelihood of redemption ("Breakage"). Prior to the adoption of ASC 606, the liability for unredeemed loyalty points was estimated based on expected redemption rates and estimated costs of the goods and services to be provided.

(2) ASC 606 modified the accounting related to promotional allowances. The Company no longer recognizes revenues for complimentary items provided to patrons, as well as for goods and services provided to patrons in connection with loyalty point redemptions, as gross revenues with a corresponding offset to promotional allowances to arrive at net revenues. The majority of such amounts previously included within promotional allowances now offset gaming revenues based on an allocation of revenues to performance obligations utilizing SSP. These changes resulted in the elimination of promotional allowances and the reclassification of revenues between the various revenue line items.

(3) ASC 606 modified gross versus net presentation. The Company now records mandatory service charges on food and beverage items and wide area progressive operator fees on a gross basis, with amounts received from patrons recorded as revenues and the corresponding amounts paid recorded as expenses. This change resulted in an increase in revenues with a corresponding increase in expenses.

(4) ASC 606 modified the accounting related to cash giveaways. The Company now records cash giveaways as a reduction to gaming revenues. Previously, the Company recorded cash giveaways as a reduction to expenses. This change resulted in a decrease in expenses with a corresponding decrease in gaming revenues.

The Company’s revenues from contracts with customers consist of gaming, food and beverage, hotel, retail, entertainment and convention related transactions, as well as management and development services related to management and development contracts with third-party facilities.

The transaction price in a gaming contract is the difference between gaming wins and losses, not the total amount wagered. The transaction prices in food and beverage, hotel, retail, entertainment and convention contracts are the net amounts collected for such goods and services. Sales and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenues or expenses. The transaction price in a racing contract, inclusive of live racing at the Company’s facilities and import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations, which primarily consist of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to racing operations. The transaction prices in management and development service contracts are the amounts collected for services rendered in accordance with contractual terms, inclusive of reimbursable costs and expenses.

Gaming transactions involve two performance obligations for patrons participating in the Company’s loyalty reward programs and a single performance obligation for patrons that do not participate. The Company applies a practical expedient by accounting for gaming contracts on a portfolio basis, as such contracts share similar characteristics. The Company does not expect the effects on its condensed consolidated financial statements under this approach to differ materially versus under an individual contract basis. Revenues allocated to gaming performance obligations are recognized when gaming occurs as such activities are settled immediately. Revenues allocated to the loyalty points deferred revenue liability are recognized as revenues when loyalty points are redeemed. The deferred revenue liability is based on the estimated SSP of the loyalty points earned after factoring in Breakage.

Food and beverage, hotel, retail, entertainment and convention transactions have been determined to be separate, stand-alone performance obligations and the transaction prices for such contracts are recorded as revenues as the related goods and services are transferred to patrons. Revenues from contracts which include a combination of these transactions are allocated on a pro rata basis based on the goods' and services' SSP.

Management and development services have been determined to be separate, stand-alone performance obligations and the transaction prices for such contracts are recorded as revenues as the related services are performed.

Revenue Disaggregation

The Company is a geographically diversified, multi-jurisdictional owner, operator and manager of gaming facilities. The Company’s current operations are focused within Connecticut and Pennsylvania. The Company also currently manages other gaming facilities within the United States. The Company generates revenues by providing the following types of goods and services: (1) gaming, (2) food and beverage, (3) hotel, (4) retail, entertainment, and other and (5) management and development. Revenue disaggregation by the various types of revenues and geographic locations for the three months ended December 31, 2018 was as follows (in thousands):

	Connecticut		Pennsylvania		Other
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Corporate and Other)
Gaming	$	170,482	$	51,453	$	—
Food and beverage	29,135		5,713		(42		)
Hotel	21,220		1,758		(1		)
Retail, entertainment and other	31,842		1,867		421
Management and development	—		—		5,712
Net revenues	$	252,679	$	60,791	$	6,090

Contract and Contract-Related Liabilities

There may exist a difference between the timing of cash receipts from patrons and the recognition of revenues, resulting in a contract or contract-related liability. In general, the Company has three types of liabilities: (1) outstanding gaming chips and slot tickets liability, which represents amounts owed in exchange for outstanding gaming chips and slot tickets held by patrons, (2) loyalty points deferred revenue liability, as discussed above, and (3) patron advances and other liability, which primarily represents funds deposited in advance by patrons for gaming and advance payments by patrons for goods and services, such as advance ticket sales, deposits on rooms and convention space and gift card purchases. These liabilities are generally expected to be recognized as revenues within one year and are recorded within other current liabilities on the Company’s condensed consolidated balance sheets.

The following table summarizes these liabilities (in thousands):

	December 31, 2018		October 1, 2018		Increase/ (Decrease)
Outstanding gaming chips and slot tickets liability	$	6,690	$	3,298	$	3,392
Loyalty points deferred revenue liability	$	41,061	$	42,314	$	(1,253	)
Patron advances and other liability	$	20,029	$	17,530	$	2,499

ASU 2016-18

           In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the total change during the period in cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 in its first quarter of fiscal 2019 on a retrospective basis. Transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are no longer included within investing activities and, as such, the details of such transfers are not reported as cash flow activities in the statement of cash flows. This resulted in a $13.4 million change to net cash flows used in investing activities for the three months ended December 31, 2017.

ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016‑02”), which will require, among other things, lessees to recognize a right-of-use asset and a lease liability for leases with terms in excess of 12 months and the disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” and ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”, which clarified various aspects of this new standard. ASU 2016‑02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 provides various optional practical expedients in transition, which the Company continues to evaluate. The Company expects to adopt ASU 2016-02 in its first quarter of fiscal 2020, on a modified retrospective basis, and will recognize the cumulative effect of its adoption as an adjustment to retained earnings as of October 1, 2019. While the Company continues to evaluate the impact ASU 2016-02 will have on its financial statements and related disclosures, the actual impact of this standard will be dependent upon the Company’s lease portfolio at the time of adoption. The adoption of this standard is expected to have a material impact on the Company’s financial statements, as the Company has significant operating lease commitments that are off-balance sheet under current US GAAP.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13,“Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. ASU 2018-13 requires enhanced disclosures on valuation techniques and inputs that a reporting entity uses to determine its measures of fair value, including judgments and assumptions that the entity makes and the uncertainties in the fair value measurements as of the reporting date. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019. Certain amended or eliminated disclosure requirements may be adopted earlier, while certain additional disclosure requirements can be adopted on its effective date. In addition, certain changes required by this standard require retrospective adoption, while other changes must be adopted prospectively. The Company is currently evaluating the impact this standard will have on its financial statements.

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ORGANIZATION AND BASIS OF PRESENTATION ORGANIZATION AND BASIS OF PRESENTATION (Tables)

3 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Estimated fair value of financing facilities and notes

The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, receivables, trade payables and certain promissory notes, including a redemption note payable, approximates fair value. The estimated fair values of the Company's long-term debt were as follows (in thousands):

	December 31, 2018
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	66,000	$	60,803
Senior Secured Credit Facility - Term Loan A	$	295,424	$	281,846
Senior Secured Credit Facility - Term Loan B	$	809,160	$	735,587
2016 7 7/8% Senior Unsecured Notes	$	489,323	$	466,875

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NEW ACCOUNTING STANDARDS (Tables)

3 Months Ended

Dec. 31, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of New Accounting Pronouncements

The impact of adopting ASC 606 on the Company’s condensed consolidated statement of income for three months ended December 31, 2018 was as follows (in thousands):

									Promotional
						Promotional			Allowances			Gross vs.
	For the					Allowances			(Non-			Net									Effect of
	Three Months Ended		Loyalty			(Discretionary			Discretionary			Presentation			Cash			Balance			Change
	December 31, 2018		Points			Complimentaries)			Complimentaries)			and Other			Giveaways			without			Higher/
	2018		(1)			(2)			(2)			(3)			(4)			ASC 606			(Lower)
Revenues:
Gaming	$	221,935	$	1,219		$	(30,736	)	$	(17,847	)	$	5,650		$	(2,679	)	$	266,328		$	(44,393	)
Food and beverage	34,806		—			10,101			—			1,149			—			23,556			11,250
Hotel	22,977		—			5,998			—			164			—			16,815			6,162
Retail, entertainment and other	39,782		—			152			1,605			(1,962		)	—			39,987			(205		)
Gross revenues	319,500		1,219			(14,485		)	(16,242		)	5,001			(2,679		)	346,686			(27,186		)
Less-Promotional allowances	—		—			15,650			6,381			706			—			(22,737		)	22,737
Net revenues	319,500		1,219			1,165			(9,861		)	5,707			(2,679		)	323,949			(4,449		)
Operating costs and expenses:
Gaming	128,664		(95		)	(1,711		)	(29,629		)	5,752			(2,679		)	157,026			(28,362		)
Food and beverage	26,447		—			2,876			7,355			1,149			—			15,067			11,380
Hotel	9,803		—			—			2,591			164			—			7,048			2,755
Retail, entertainment and other	20,762		—			—			9,822			(1,467		)	—			12,407			8,355
Advertising, general and administrative	49,018		—			—			—			109			—			48,909			109
Corporate	12,425		—			—			—			—			—			12,425			—
Depreciation and amortization	27,090		—			—			—			—			—			27,090			—
Other, net	1,921		—			—			—			—			—			1,921			—
Total operating costs and expenses	276,130		(95		)	1,165			(9,861		)	5,707			(2,679		)	281,893			(5,763		)
Income from operations	$	43,370	$	1,314		$	—		$	—		$	—		$	—		$	42,056		$	1,314

The most significant impacts were as follows:

(1) ASC 606 modified the accounting related to loyalty points. The Company’s loyalty reward programs allow patrons to utilize their reward membership cards to earn loyalty points that are redeemable for complimentary items such as food and beverage, lodging and retail products. Under ASC 606, the Company is required to utilize a deferred revenue model to reduce gaming revenues by the estimated fair value of loyalty points earned by patrons and recognize the related revenues when such loyalty points are redeemed. The deferred revenue liability is based on the estimated stand-alone selling price (“SSP”) of the loyalty points earned after factoring in the likelihood of redemption ("Breakage"). Prior to the adoption of ASC 606, the liability for unredeemed loyalty points was estimated based on expected redemption rates and estimated costs of the goods and services to be provided.

(2) ASC 606 modified the accounting related to promotional allowances. The Company no longer recognizes revenues for complimentary items provided to patrons, as well as for goods and services provided to patrons in connection with loyalty point redemptions, as gross revenues with a corresponding offset to promotional allowances to arrive at net revenues. The majority of such amounts previously included within promotional allowances now offset gaming revenues based on an allocation of revenues to performance obligations utilizing SSP. These changes resulted in the elimination of promotional allowances and the reclassification of revenues between the various revenue line items.

(3) ASC 606 modified gross versus net presentation. The Company now records mandatory service charges on food and beverage items and wide area progressive operator fees on a gross basis, with amounts received from patrons recorded as revenues and the corresponding amounts paid recorded as expenses. This change resulted in an increase in revenues with a corresponding increase in expenses.

(4)

The impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of December 31, 2018 was as follows (in thousands):

	Balance under ASC 606		Balance without ASC 606		Effect of Change
	December 31, 2018		December 31, 2018		Higher/ (Lower)
Other current liabilities	$	176,033	$	135,774	$	40,259
Retained earnings	$	203,255	$	243,514	$	(40,259	)

Disaggregation of Revenue

Contract with Customer

The following table summarizes these liabilities (in thousands):

	December 31, 2018		October 1, 2018		Increase/ (Decrease)
Outstanding gaming chips and slot tickets liability	$	6,690	$	3,298	$	3,392
Loyalty points deferred revenue liability	$	41,061	$	42,314	$	(1,253	)
Patron advances and other liability	$	20,029	$	17,530	$	2,499

XML

LONG-TERM DEBT (Tables)

3 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consisted of the following (in thousands):

	December 31, 2018			September 30, 2018
Senior Secured Credit Facility - Revolving	$	66,000		$	66,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $6,016 and $6,661, respectively	295,424			311,466
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $19,670 and $20,571, respectively	809,160			810,430
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $10,677 and $11,033, respectively	489,323			488,967
Mohegan Expo Credit Facility, net of debt issuance costs of $1,219 and $1,319, respectively	30,935			31,980
Guaranteed Credit Facility, net of debt issuance costs of $1,432 and $1,262, respectively	33,568			22,403
Redemption Note Payable, net of discount of $31,242 and $33,635, respectively	83,558			81,165
Other	1,364			1,744
Long-term debt	1,809,332			1,814,155
Less: current portion of long-term debt	(73,865		)	(73,232		)
Long-term debt, net of current portion	$	1,735,467		$	1,740,923

XML

SEGMENT REPORTING (Tables)

3 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Financial information related to segments

The following table summarizes the Company's results on a segment basis (in thousands):

	For the Three Months Ended
	December 31, 2018			December 31, 2017
Net revenues:
Mohegan Sun	$	252,679		$	262,937
Mohegan Sun Pocono	60,791			64,804
Corporate and other	6,090			3,803
Inter-segment revenues	(60		)	(60		)
Total	$	319,500		$	331,484
Income (loss) from operations:
Mohegan Sun	$	44,063		$	56,393
Mohegan Sun Pocono	7,192			7,675
Corporate and other	(7,885		)	(9,068		)
Total	$	43,370		$	55,000
Capital expenditures incurred:
Mohegan Sun	$	5,123		$	30,932
Mohegan Sun Pocono	377			2,610
Corporate and other	7,549			14,215
Total	$	13,049		47,757
	December 31, 2018			September 30, 2018
Total assets:
Mohegan Sun	$	1,354,193		$	1,364,169
Mohegan Sun Pocono	573,976			581,079
Corporate and other	371,150			366,871
Total	$	2,299,319		$	2,312,119

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ORGANIZATION AND BASIS OF PRESENTATION (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Senior Secured Credit Facility - Revolving | Credit Facility | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit facility value	$ 66,000
Senior Secured Credit Facility - Revolving | Credit Facility | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit facility value	60,803
Senior Secured Credit Facility - Term Loan A | Credit Facility | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit facility value	295,424
Senior Secured Credit Facility - Term Loan A | Credit Facility | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit facility value	281,846
Senior Secured Credit Facility - Term Loan B | Credit Facility | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit facility value	809,160
Senior Secured Credit Facility - Term Loan B | Credit Facility | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit facility value	$ 735,587
2016 7 7/8% Senior Unsecured Notes | Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note stated interest rate	7.875%
2016 7 7/8% Senior Unsecured Notes | Senior Unsecured Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note value	$ 489,323
2016 7 7/8% Senior Unsecured Notes | Senior Unsecured Notes | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note value	$ 466,875

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NEW ACCOUNTING STANDARDS - Balance Sheet Impacts (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Oct. 01, 2018	Sep. 30, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other current liabilities	$ 176,033	$ 164,878	$ 123,303
Retained earnings	203,255	$ 209,132	250,707
Balance without Adoption of ASC 606
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other current liabilities	135,774		41,575
Retained earnings	243,514		$ (41,575)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other current liabilities	40,259
Retained earnings	$ (40,259)

XML

NEW ACCOUNTING STANDARDS - Income Statement Impacts (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenues:
Gross revenues	$ 319,500	$ 356,621
Less-Promotional allowances	0	(25,137)
Net revenues	319,500	331,484
Operating costs and expenses:
Selling, general, and administrative	49,018	50,377
Corporate	12,425	12,153
Depreciation and amortization	27,090	20,207
Other, net	1,921	621
Total operating costs and expenses	276,130	276,484
Income from operations	43,370	55,000
Gaming
Revenues:
Gross revenues	221,935	287,006
Operating costs and expenses:
Cost of goods sold	128,664	164,315
Food and beverage
Revenues:
Gross revenues	34,806	21,820
Operating costs and expenses:
Cost of goods sold	26,447	10,189
Hotel
Revenues:
Gross revenues	22,977	14,907
Operating costs and expenses:
Cost of goods sold	9,803	7,005
Retail, entertainment and other
Revenues:
Gross revenues	39,782	32,888
Operating costs and expenses:
Cost of goods sold	20,762	$ 11,617
Balance without Adoption of ASC 606
Revenues:
Gross revenues	346,686
Less-Promotional allowances	(22,737)
Net revenues	323,949
Operating costs and expenses:
Selling, general, and administrative	48,909
Corporate	12,425
Depreciation and amortization	27,090
Other, net	1,921
Total operating costs and expenses	281,893
Income from operations	42,056
Balance without Adoption of ASC 606 | Gaming
Revenues:
Gross revenues	266,328
Operating costs and expenses:
Cost of goods sold	157,026
Balance without Adoption of ASC 606 | Food and beverage
Revenues:
Gross revenues	23,556
Operating costs and expenses:
Cost of goods sold	15,067
Balance without Adoption of ASC 606 | Hotel
Revenues:
Gross revenues	16,815
Operating costs and expenses:
Cost of goods sold	7,048
Balance without Adoption of ASC 606 | Retail, entertainment and other
Revenues:
Gross revenues	39,987
Operating costs and expenses:
Cost of goods sold	12,407
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09
Revenues:
Gross revenues	(27,186)
Less-Promotional allowances	22,737
Net revenues	(4,449)
Operating costs and expenses:
Selling, general, and administrative	109
Corporate	0
Depreciation and amortization	0
Other, net	0
Total operating costs and expenses	(5,763)
Income from operations	1,314
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Gaming
Revenues:
Gross revenues	(44,393)
Operating costs and expenses:
Cost of goods sold	(28,362)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Food and beverage
Revenues:
Gross revenues	11,250
Operating costs and expenses:
Cost of goods sold	11,380
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Hotel
Revenues:
Gross revenues	6,162
Operating costs and expenses:
Cost of goods sold	2,755
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Retail, entertainment and other
Revenues:
Gross revenues	(205)
Operating costs and expenses:
Cost of goods sold	8,355
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Loyalty Points
Revenues:
Gross revenues	1,219
Less-Promotional allowances	0
Net revenues	1,219
Operating costs and expenses:
Selling, general, and administrative	0
Corporate	0
Depreciation and amortization	0
Other, net	0
Total operating costs and expenses	(95)
Income from operations	1,314
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Loyalty Points | Gaming
Revenues:
Gross revenues	1,219
Operating costs and expenses:
Cost of goods sold	(95)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Loyalty Points | Food and beverage
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Loyalty Points | Hotel
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Loyalty Points | Retail, entertainment and other
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Discretionary Complementaries)
Revenues:
Gross revenues	(14,485)
Less-Promotional allowances	15,650
Net revenues	1,165
Operating costs and expenses:
Selling, general, and administrative	0
Corporate	0
Depreciation and amortization	0
Other, net	0
Total operating costs and expenses	1,165
Income from operations	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Discretionary Complementaries) | Gaming
Revenues:
Gross revenues	(30,736)
Operating costs and expenses:
Cost of goods sold	(1,711)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Discretionary Complementaries) | Food and beverage
Revenues:
Gross revenues	10,101
Operating costs and expenses:
Cost of goods sold	2,876
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Discretionary Complementaries) | Hotel
Revenues:
Gross revenues	5,998
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Discretionary Complementaries) | Retail, entertainment and other
Revenues:
Gross revenues	152
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Non-Discretionary Complementaries)
Revenues:
Gross revenues	(16,242)
Less-Promotional allowances	6,381
Net revenues	(9,861)
Operating costs and expenses:
Selling, general, and administrative	0
Corporate	0
Depreciation and amortization	0
Other, net	0
Total operating costs and expenses	(9,861)
Income from operations	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Non-Discretionary Complementaries) | Gaming
Revenues:
Gross revenues	(17,847)
Operating costs and expenses:
Cost of goods sold	(29,629)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Non-Discretionary Complementaries) | Food and beverage
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	7,355
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Non-Discretionary Complementaries) | Hotel
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	2,591
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Promotional Allowances (Non-Discretionary Complementaries) | Retail, entertainment and other
Revenues:
Gross revenues	1,605
Operating costs and expenses:
Cost of goods sold	9,822
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Gross vs. Net Presentation and Other
Revenues:
Gross revenues	5,001
Less-Promotional allowances	706
Net revenues	5,707
Operating costs and expenses:
Selling, general, and administrative	109
Corporate	0
Depreciation and amortization	0
Other, net	0
Total operating costs and expenses	5,707
Income from operations	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Gross vs. Net Presentation and Other | Gaming
Revenues:
Gross revenues	5,650
Operating costs and expenses:
Cost of goods sold	5,752
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Gross vs. Net Presentation and Other | Food and beverage
Revenues:
Gross revenues	1,149
Operating costs and expenses:
Cost of goods sold	1,149
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Gross vs. Net Presentation and Other | Hotel
Revenues:
Gross revenues	164
Operating costs and expenses:
Cost of goods sold	164
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Gross vs. Net Presentation and Other | Retail, entertainment and other
Revenues:
Gross revenues	(1,962)
Operating costs and expenses:
Cost of goods sold	(1,467)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Cash Promotions
Revenues:
Gross revenues	(2,679)
Less-Promotional allowances	0
Net revenues	(2,679)
Operating costs and expenses:
Selling, general, and administrative	0
Corporate	0
Depreciation and amortization	0
Other, net	0
Total operating costs and expenses	(2,679)
Income from operations	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Cash Promotions | Gaming
Revenues:
Gross revenues	(2,679)
Operating costs and expenses:
Cost of goods sold	(2,679)
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Cash Promotions | Food and beverage
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Cash Promotions | Hotel
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	0
Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09 | Cash Promotions | Retail, entertainment and other
Revenues:
Gross revenues	0
Operating costs and expenses:
Cost of goods sold	$ 0

XML

NEW ACCOUNTING STANDARDS - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Net revenues	$ 319,500	$ 331,484
Connecticut
Disaggregation of Revenue [Line Items]
Net revenues	252,679
Connecticut | Gaming
Disaggregation of Revenue [Line Items]
Net revenues	170,482
Connecticut | Food and beverage
Disaggregation of Revenue [Line Items]
Net revenues	29,135
Connecticut | Hotel
Disaggregation of Revenue [Line Items]
Net revenues	21,220
Connecticut | Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Net revenues	31,842
Connecticut | Management and development
Disaggregation of Revenue [Line Items]
Net revenues	0
Pennsylvania
Disaggregation of Revenue [Line Items]
Net revenues	60,791
Pennsylvania | Gaming
Disaggregation of Revenue [Line Items]
Net revenues	51,453
Pennsylvania | Food and beverage
Disaggregation of Revenue [Line Items]
Net revenues	5,713
Pennsylvania | Hotel
Disaggregation of Revenue [Line Items]
Net revenues	1,758
Pennsylvania | Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Net revenues	1,867
Pennsylvania | Management and development
Disaggregation of Revenue [Line Items]
Net revenues	0
Other
Disaggregation of Revenue [Line Items]
Net revenues	6,090
Other | Gaming
Disaggregation of Revenue [Line Items]
Net revenues	0
Other | Food and beverage
Disaggregation of Revenue [Line Items]
Net revenues	(42)
Other | Hotel
Disaggregation of Revenue [Line Items]
Net revenues	(1)
Other | Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Net revenues	421
Other | Management and development
Disaggregation of Revenue [Line Items]
Net revenues	$ 5,712

XML

NEW ACCOUNTING STANDARDS - Contract with Customers (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Oct. 01, 2018
Outstanding gaming chips and slot tickets liability
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract related liabilities	$ 6,690	$ 3,298
Outstanding gaming chips and slot tickets liability | Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract related liabilities	3,392
Loyalty points deferred revenue liability
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract related liabilities	41,061	42,314
Loyalty points deferred revenue liability | Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract related liabilities	(1,253)
Patron advances and other liability
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract related liabilities	20,029	$ 17,530
Patron advances and other liability | Effect of Change Higher/(Lower) | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract related liabilities	$ 2,499

XML

NEW ACCOUNTING STANDARDS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net cash flows provided by (used in) investing activities	$ 16,598	$ (46,744)
Accounting Standards Update 2016-18
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net cash flows provided by (used in) investing activities		$ (13,400)

XML

COWLITZ PROJECT (Details) - Salishan-Mohegan, LLC - Cowlitz Tribal Gaming Authority $ in Millions	Dec. 04, 2018 USD ($)
Schedule of Long-term Development Projects [Line Items]
Repayments of related party debt	$ 106.6
Outstanding notes receivable	32.0
Accrued interest receivable	$ 74.6

XML

LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Sep. 30, 2018
Debt Schedule [Abstract]
Long-term debt	$ 1,809,332	$ 1,814,155
Less: current portion of long-term debt	(73,865)	(73,232)
Long-term debt, net of current portion	1,735,467	1,740,923
Credit Facility | Senior Secured Credit Facility - Revolving
Debt Schedule [Abstract]
Long-term debt	66,000	66,000
Credit Facility | Senior Secured Credit Facility - Term Loan A
Debt Schedule [Abstract]
Long-term debt	295,424	311,466
Discount and debt issuance costs	6,016	6,661
Credit Facility | Senior Secured Credit Facility - Term Loan B
Debt Schedule [Abstract]
Long-term debt	809,160	810,430
Discount and debt issuance costs	19,670	20,571
Credit Facility | Mohegan Expo Credit Facility
Debt Schedule [Abstract]
Long-term debt	30,935	31,980
Discount and debt issuance costs	1,219	1,319
Credit Facility | Guaranteed Credit Facility
Debt Schedule [Abstract]
Long-term debt	33,568	22,403
Discount and debt issuance costs	1,432	1,262
Senior Unsecured Notes | 2016 7 7/8% Senior Unsecured Notes
Debt Schedule [Abstract]
Long-term debt	489,323	488,967
Discount and debt issuance costs	$ 10,677	11,033
Note stated interest rate	7.875%
Note Payable | Redemption Note Payable
Debt Schedule [Abstract]
Long-term debt	$ 83,558	81,165
Discount and debt issuance costs	31,242	33,635
Other
Debt Schedule [Abstract]
Long-term debt	$ 1,364	$ 1,744

XML

LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Oct. 30, 2018	Sep. 30, 2018
Debt Instrument [Line Items]
Line of credit, principal payment	$ 28.9	$ 18.7
Senior Secured Credit Facility | Department of the Interior, Assistant Secretary—Indian Affairs, Division of Capital Investment | Financial Guarantee
Debt Instrument [Line Items]
Loan guarantee, by third party				90.00%
Senior Secured Credit Facility | BIA Loan Guaranty Program (Second Guaranteed Credit Facility)
Debt Instrument [Line Items]
Term loan			$ 11.3
Senior Secured Credit Facility | BIA Loan Guaranty Program
Debt Instrument [Line Items]
Term loan	$ 35.0

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SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Sep. 30, 2018
Segment Reporting Information [Line Items]
Net revenues	$ 319,500	$ 331,484
Income (loss) from operations	43,370	55,000
Capital expenditures incurred	13,049	47,757
Total assets	2,299,319	2,312,119	$ 2,312,119
Mohegan Sun
Segment Reporting Information [Line Items]
Income (loss) from operations	44,063	56,393
Capital expenditures incurred	5,123	30,932
Total assets	1,354,193	1,364,169
Mohegan Sun Pocono
Segment Reporting Information [Line Items]
Income (loss) from operations	7,192	7,675
Capital expenditures incurred	377	2,610
Total assets	573,976	581,079
Corporate and other
Segment Reporting Information [Line Items]
Net revenues	6,090	3,803
Income (loss) from operations	(7,885)	(9,068)
Capital expenditures incurred	7,549	14,215
Total assets	371,150	366,871
Operating segments | Mohegan Sun
Segment Reporting Information [Line Items]
Net revenues	252,679	262,937
Operating segments | Mohegan Sun Pocono
Segment Reporting Information [Line Items]
Net revenues	60,791	64,804
Inter-segment revenues
Segment Reporting Information [Line Items]
Net revenues	$ (60)	$ (60)

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SUBSEQUENT EVENT (Details) - Salishan-Mohegan, LLC - Disposed of by sale - Subsequent Event $ in Millions	Jan. 01, 2019 USD ($)
Subsequent Event [Line Items]
Consideration received	$ 10
Consideration received, percentage of management fees	100.00%
Consideration received, percentage of development fees	60.00%