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 ~~June 30,~~December 31, 2019



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)

___________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 (§232.405 of this chapter) 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 ~~June 30,~~December 31, 2019 and September 30, ~~2018~~2019 (unaudited)	3

	Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months ~~and Nine Months~~ Ended ~~June 30,~~December 31, 2019 and 2018 (unaudited)	4

	Condensed Consolidated Statements of Changes in Capital for the Three Months ~~and Nine Months~~ Ended ~~June 30,~~December 31, 2019 and 2018 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~June 30,~~December 31, 2019 and 2018 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2118

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2624

Item 4.	Controls and Procedures	2624

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	2725

Item 1A.	Risk Factors	2725

Item 6.	Exhibits	2826

Signatures.	Mohegan Tribal Gaming Authority	2927

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

June 30, 2019 September 30, 2018
ASSETS
Current assets:
Cash and cash equivalents $ 162,066
$ 103,944
Restricted cash and cash equivalents 9,321
1,036
Accounts receivable, net of allowance for doubtful accounts of $11,825 and $12,265, respectively 54,082
44,532
Inventories 19,080
15,357
Notes receivable 5,076
109,859
Other current assets 40,492
22,129
Total current assets 290,117
296,857
Restricted cash and cash equivalents 176,986
129,646
Property and equipment, net 1,520,239
1,395,369
Goodwill 39,459
39,459
Other intangible assets, net 445,860
403,495
Notes receivable —
1,857
Other assets, net 70,656
45,436
Total assets $ 2,543,317
$ 2,312,119
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt $ 77,824
$ 73,232
Current portion of capital lease obligations 2,349
—
Trade payables 15,670
14,704
Accrued payroll 57,552
54,380
Construction payables 15,739
10,747
Accrued interest payable 10,232
19,418
Other current liabilities 179,661
123,303
Total current liabilities 359,027
295,784
Long-term debt, net of current portion 1,859,119
1,740,923
Capital lease obligations, net of current portion 26,791
—
Other long-term liabilities 108,817
4,618
Total liabilities 2,353,754
2,041,325
Commitments and Contingencies

Capital:
Retained earnings 178,892
250,707
Accumulated other comprehensive income 3,206
11,062
Total capital attributable to Mohegan Tribal Gaming Authority 182,098
261,769
Non-controlling interests 7,465
9,025
Total capital 189,563
270,794
Total liabilities and capital $ 2,543,317
$ 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.



	December 31, 2019		September 30, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	139,164	$	130,138
Restricted cash and cash equivalents	6,706		4,960
Accounts receivable, net of allowance for doubtful accounts of $12,007 and $11,715, respectively	55,388		52,764
Inventories	17,794		18,248
Due from Ontario Lottery and Gaming Corporation	11,905		10,946
Casino Operating and Services Agreement customer contract asset	471		3,004
Other current assets	57,319		47,276
Total current assets	288,747		267,336
Restricted cash and cash equivalents	136,014		145,631
Property and equipment, net	1,444,019		1,520,687
Right-of-use operating lease assets	361,036		—
Other intangible assets, net	456,672		455,265
Casino Operating and Services Agreement customer contract asset, net of current portion	95,208		50,192
Notes receivable	2,514		2,514
Other assets, net	71,314		69,971
Total assets	$	2,855,524	$	2,511,596
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	74,266	$	76,909
Current portion of finance lease obligations	1,794		1,133
Current portion of right-of-use operating lease obligations	9,894		—
Trade payables	20,811		16,672
Accrued payroll	48,853		53,225
Construction payables	24,040		11,888
Accrued interest payable	10,070		19,804
Due to Ontario Lottery and Gaming Corporation	38,413		30,662
Other current liabilities	171,585		174,231
Total current liabilities	399,726		384,524
Long-term debt, net of current portion	1,885,752		1,832,248
Finance lease obligations, net of current portion	30,043		28,561
Right-of-use operating lease obligations, net of current portion	359,848		—
Build-to-suit liability	—		90,292
Other long-term liabilities	34,194		38,538
Total liabilities	2,709,563		2,374,163
Commitments and Contingencies
Capital:
Retained earnings	134,205		137,124
Accumulated other comprehensive income (loss)	4,253		(6,633		)
Total capital attributable to Mohegan Tribal Gaming Authority	138,458		130,491
Non-controlling interests	7,503		6,942
Total capital	145,961		137,433
Total liabilities and capital	$	2,855,524	$	2,511,596

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

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, 2019			December 31, 2018
Revenues:
Gaming	$	264,269		$	221,935
Food and beverage	50,532			34,806
Hotel	27,589			22,977
Retail, entertainment and other	56,662			39,782
Net revenues	399,052			319,500
Operating costs and expenses:
Gaming, including related party transactions of $755 and $702, respectively	157,188			128,664
Food and beverage	41,693			26,447
Hotel, including related party transactions of $2,161 and $2,161, respectively	11,842			9,803
Retail, entertainment and other	24,986			20,762
Advertising, general and administrative, including related party transactions of $9,566 and $11,332, respectively	74,214			49,018
Corporate, including related party transactions of $2,253 and $1,397, respectively	14,090			12,425
Depreciation and amortization	28,544			27,090
Other, net	3,070			1,921
Total operating costs and expenses	355,627			276,130
Income from operations	43,425			43,370
Other income (expense):
Interest income	751			3,439
Interest expense	(35,356		)	(36,010		)
Other, net	(592		)	(30		)
Total other expense	(35,197		)	(32,601		)
Income before income tax	8,228			10,769
Income tax benefit (provision)	1,196			(61		)
Net income	9,424			10,708
Income attributable to non-controlling interests	(30		)	(86		)
Net income attributable to Mohegan Tribal Gaming Authority	9,394			10,622
Comprehensive income:
Foreign currency translation adjustment	11,417			1,899
Other comprehensive income	11,417			1,899
Other comprehensive income attributable to non-controlling interests	(531		)	(95		)
Other comprehensive income attributable to Mohegan Tribal Gaming Authority	10,886			1,804
Comprehensive income attributable to Mohegan Tribal Gaming Authority	$	20,280		$	12,426

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

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands) (unaudited)

For the For the For the For the
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
Revenues:
Gaming $ 235,418
$ 295,417
$ 669,172
$ 871,158
Food and beverage 37,171
22,386
105,485
65,376
Hotel 23,794
15,711
68,776
45,575
Retail, entertainment and other 51,224
36,038
131,371
98,775
Gross revenues 347,607
369,552
974,804
1,080,884
Less-Promotional allowances —
(24,649 ) —
(72,480 )
Net revenues 347,607
344,903
974,804
1,008,404
Operating costs and expenses:
Gaming, including related party transactions of $703, $1,125, $2,107 and $3,629, respectively 135,238
164,108
389,872
490,224
Food and beverage 29,080
10,552
81,611
30,921
Hotel, including related party transactions of $2,161, $2,161, $6,483 and $6,662, respectively 12,052
6,945
31,881
20,597
Retail, entertainment and other 22,934
12,530
63,203
33,736
Advertising, general and administrative, including related party transactions of $10,601, $10,078, $33,417 and $31,465, respectively 53,534
49,093
149,664
149,065
Corporate, including related party transactions of $1,821, $1,505, $4,655 and $4,777, respectively 13,839
13,008
38,728
39,251
Depreciation and amortization 22,810
20,664
92,682
60,699
Other, net 2,910
4,099
6,357
8,935
Total operating costs and expenses 292,397
280,999
853,998
833,428
Income from operations 55,210
63,904
120,806
174,976
Other income (expense):
Interest income 1,149
3,878
5,639
11,624
Interest expense (35,690 ) (33,106 ) (106,832 ) (92,248 )
Other, net (792 ) 139
(1,312 ) (2,428 )
Total other expense (35,333 ) (29,089 ) (102,505 ) (83,052 )
Net income 19,877
34,815
18,301
91,924
(Income) loss attributable to non-controlling interests (38 ) 193
(198 ) 901
Net income attributable to Mohegan Tribal Gaming Authority 19,839
35,008
18,103
92,825
Comprehensive income:
Foreign currency translation adjustment (4,041 ) (6,750 ) (8,346 ) 9,457
Other —
—
44
—
Other comprehensive income (loss) (4,041 ) (6,750 ) (8,302 ) 9,457
Other comprehensive (income) loss attributable to non-controlling interests 231
1,657
446
(7,369 )
Other comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority (3,810 ) (5,093 ) (7,856 ) 2,088
Comprehensive income attributable to Mohegan Tribal Gaming Authority $ 16,029
$ 29,915
$ 10,247
$ 94,913



	Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Capital Attributable to Mohegan Tribal Gaming Authority			Non-controlling Interests		Total Capital
Balance, September 30, 2019	$	137,124		$	(6,633	)	$	130,491		$	6,942	$	137,433
Net income	9,394			—			9,394			30		9,424
Foreign currency translation adjustment	—			10,886			10,886			531		11,417
Distributions to Mohegan Tribe	(12,000		)	—			(12,000		)	—		(12,000		)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(313		)	—			(313		)	—		(313		)
Balance, December 31, 2019	$	134,205		$	4,253		$	138,458		$	7,503	$	145,961

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

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

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN CAPITAL~~

~~(in thousands)~~

~~(unaudited)~~

Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Capital Attributable to Mohegan Tribal Gaming Authority
Non-controlling
Interests
Total Capital
Balance, March 31, 2019 $ 174,053
$ 7,016
$ 181,069
$ 7,658
$ 188,727
Net income 19,839
—
19,839
38
19,877
Foreign currency translation adjustment —
(3,810 ) (3,810 ) (231 ) (4,041 )
Distributions to Mohegan Tribe (15,000 ) —
(15,000 ) —
(15,000 )
Balance, June 30, 2019 $ 178,892
$ 3,206
$ 182,098
$ 7,465
$ 189,563

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 18,103
—
18,103
198
18,301
Foreign currency translation adjustment —
(7,900 ) (7,900 ) (446 ) (8,346 )
Distributions to Mohegan Tribe (39,000 ) —
(39,000 ) —
(39,000 )
Distributions to Mohegan Tribe related to the Cowlitz Project

(730 ) —
(730 ) —
(730 )
Redemption of Mohegan Tribe membership interest in the Cowlitz Project (4,114 ) —
(4,114 ) (5,886 ) (10,000 )
Redemption of membership interest related to the New England Black Wolves franchise (4,499 ) —
(4,499 ) 4,574
75
Other —
44
44
—
44
Balance, June 30, 2019 $ 178,892
$ 3,206
$ 182,098
$ 7,465
$ 189,563

Balance, March 31, 2018 $ 229,922
$ 8,306
$ 238,228
$ 113,570
$ 351,798
Net income (loss) 35,008
—
35,008
(193 ) 34,815
Foreign currency translation adjustment —
(5,093 ) (5,093 ) (1,657 ) (6,750 )
Share redemption related to Project Inspire (9,996 ) 7,949
(2,047 ) (104,655 ) (106,702 )
Distributions to Mohegan Tribe (15,000 ) —
(15,000 ) —
(15,000 )
Distributions to Mohegan Tribe related to the Cowlitz Project

(5,956 ) —
(5,956 ) —
(5,956 )
Balance, June 30, 2018 $ 233,978
$ 11,162
$ 245,140
$ 7,065
$ 252,205

Balance, September 30, 2017 $ 196,645
$ 1,125
$ 197,770
$ 111,399
$ 309,169
Net income (loss) 92,825
—
92,825
(901 ) 91,924
Foreign currency translation adjustment —
2,088
2,088
7,369
9,457
Share redemption related to Project Inspire (9,996 ) 7,949
(2,047 ) (110,802 ) (112,849 )
Distributions to Mohegan Tribe (39,000 ) —
(39,000 ) —
(39,000 )
Distributions to Mohegan Tribe related to the Cowlitz Project

(6,496 ) —
(6,496 ) —
(6,496 )
Balance, June 30, 2018 $ 233,978
$ 11,162
$ 245,140
$ 7,065
$ 252,205

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

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF~~ CASH FLOWS

(in thousands) (unaudited)

~~(unaudited)~~

For the Nine Months Ended For the Nine Months Ended
June 30, 2019 June 30, 2018
Cash flows provided by operating activities:
Net income $ 18,301
$ 91,924
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization 92,682
60,699
Accretion of discounts 864
1,977
Amortization of discounts and debt issuance costs 14,619
10,795
Provision for losses on receivables 962
2,956
Other, net (26 ) 1,419
Changes in operating assets and liabilities, net of effect of the Niagara Gaming Bundle acquisition:
Accounts receivable (9,023 ) 148
Accrued interest on notes receivable related to the Cowlitz Project 71,696
(9,565 )
Inventories (269 ) (753 )
Other assets (6,901 ) (7,413 )
Trade payables 965
(3,173 )
Accrued interest payable (9,189 ) (10,007 )
Other liabilities (1,712 ) 6,903
Net cash flows provided by operating activities 172,969
145,910
Cash flows used in investing activities:
Purchases of property and equipment (52,289 ) (112,722 )
Acquisition of the Niagara Gaming Bundle, net of cash acquired (72,287 ) —
Proceeds from notes receivable related to the Cowlitz Project 32,026
—
Other, net (12,698 ) (2,969 )
Net cash flows used in investing activities (105,248 ) (115,691 )
Cash flows provided by (used in) financing activities:
Senior secured credit facility borrowings - revolving and line of credit 1,014,972
1,027,974
Senior secured credit facility repayments - revolving and line of credit (966,972 ) (943,974 )
Senior secured credit facility borrowings - term loans A and B, net of discount

—
79,800
Senior secured credit facility repayments - term loans A and B

(51,011 ) (67,206 )
MGE Niagara credit facility borrowings - term loan 75,220
—
Proceeds from MGE Niagara convertible debenture 30,088
—
Other borrowings 11,335
18,599
Other repayments (6,938 ) (203 )
Distributions to Mohegan Tribe (39,000 ) (39,000 )
Distributions to Mohegan Tribe related to the Cowlitz Project

(730 ) (6,496 )
Redemption of Mohegan Tribe membership interest in the Cowlitz Project (10,000 ) —
Share redemption related to Project Inspire

—
(106,702 )
Payments of financing fees (3,256 ) (9,750 )
Other, net (1,527 ) (1,527 )
Net cash flows provided by (used in) financing activities 52,181
(48,485 )
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 119,902
(18,266 )
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents (6,155 ) 8,702
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 $ 348,373
$ 229,492
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash and cash equivalents $ 162,066
$ 201,092
Restricted cash and cash equivalents, current

9,321
475
Restricted cash and cash equivalents, non-current

176,986
27,925
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 348,373
$ 229,492

Supplemental disclosures:
Cash paid for interest $ 101,393
$ 91,855
Non-cash transactions:
Niagara Gaming Bundle - recognition of build-to-suit and parking license assets and liabilities (refer to Note 1) $ 82,625
$ —
Capital leases $ 29,140
$ —
Payment by third-party for iGame license $ 8,000
$ —
Construction payables $ 15,739
$ 16,417
Senior secured credit facility reductions $ 13,296
$ 18,858
Conversion of Redemption Liability to Redemption Note Payable $ —
$ 74,084
Share redemption related to Project Inspire $ —
$ 6,335



	For the			For the
	Three Months Ended			Three Months Ended
	December 31, 2019			December 31, 2018
Cash flows provided by (used in) operating activities:
Net income	$	9,424		$	10,708
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
Depreciation and amortization	28,544			27,090
Non-cash operating lease expense	3,273			—
Accretion of discounts	317			194
Amortization of discounts and debt issuance costs	4,550			4,845
Provision for losses on receivables	321			369
Deferred income tax provision	(1,316		)	—
Other, net	244			(247		)
Changes in operating assets and liabilities, net of effect of the MGE Niagara Resorts acquisition:
Accounts receivable	(2,657		)	(5,594		)
Accrued interest on notes receivable related to the Cowlitz Project	—			72,166
Inventories	510			476
Due from Ontario Lottery and Gaming Corporation	(761		)	—
Casino Operating and Services Agreement customer contract asset	(40,976		)	—
Other assets	(9,033		)	(2,189		)
Trade payables	4,058			(655		)
Accrued interest	(9,743		)	(10,025		)
Due to Ontario Lottery and Gaming Corporation	8,591			—
Operating lease liabilities	(2,057		)	—
Other liabilities	(4,247		)	(16,087		)
Net cash flows provided by (used in) operating activities	(10,958		)	81,051
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(22,218		)	(14,064		)
Acquisition of the MGE Niagara Resorts, net of cash acquired	(1,666		)	—
Proceeds from notes receivable related to the Cowlitz Project	—			32,026
Other, net	(1,390		)	(1,364		)
Net cash flows provided by (used in) investing activities	(25,274		)	16,598
Cash flows provided by (used in) financing activities:
Senior secured credit facility borrowings - revolving and line of credit	326,222			360,712
Senior secured credit facility repayments - revolving and line of credit	(291,147		)	(350,712		)
Senior secured credit facility repayments - term loans A and B	(13,295		)	(18,858		)
MGE Niagara Resorts credit facility borrowings - revolving and line of credit	41,864			—
MGE Niagara Resorts credit facility repayments - line of credit	(11,596		)	—
MGE Niagara Resorts credit facility repayments - term loan	(960		)	—
Other borrowings	—			11,335
Other repayments	(6,458		)	(1,450		)
Payments on finance lease obligations	(404		)	—
Distributions to Mohegan Tribe	(12,000		)	(12,000		)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(313		)	—
Other, net	(1,527		)	(6,776		)
Net cash flows provided by (used in) financing activities	30,386			(17,749		)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(5,846		)	79,900
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	7,001			641
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	280,729			234,626
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	281,884		$	315,167
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash and cash equivalents	$	139,164		$	101,584
Restricted cash and cash equivalents, current	6,706			414
Restricted cash and cash equivalents, non-current	136,014			213,169
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	281,884		$	315,167
Supplemental disclosures:
Cash paid for interest	$	40,388		$	41,190
Non-cash transactions:
Right-of-use operating lease assets	$	359,909		$	—
Right-of-use operating lease obligations	$	360,054		$	—
Construction payables	$	24,040		$	9,732
Senior secured credit facility reductions	$	13,295		$	28,858

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

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—ORGANIZATION AND ~~ACQUISITION~~BASIS OF ~~THE NIAGARA GAMING BUNDLE:~~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 Tribe is a sovereign Indian nation with independent legal jurisdiction over its people and land. Like other sovereign governments, the Mohegan Tribe and its entities, including the Mohegan Tribal Gaming Authority, ~~announced~~are generally not subject to federal, state or local income taxes. However, MGE Niagara Entertainment Inc. (“MGE Niagara”), a ~~corporate effort~~wholly-owned subsidiary, is subject to ~~align its brand image with its expanding business,~~tax in Ontario, Canada, and ~~accordingly rebranded, and is now doing business as~~certain non-tribal entities are subject to state or local income taxes in the United States. The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment (the “Company”)~~. The Company~~ is primarily engaged in the ownership, operation and development of integrated entertainment facilities both domestically and ~~internationally.~~

~~Acquisition of the Niagara Gaming Bundle~~internationally, including Mohegan Sun, a gaming and entertainment complex located on an approximately 196-acre site in Uncasville, Connecticut, and Mohegan Sun Pocono, a gaming and entertainment facility located on an approximately 400-acre site in Plains Township, Pennsylvania.

In September 2018, MGE Niagara ~~Entertainment Inc. (“MGE Niagara”), an indirect wholly-owned subsidiary of the Company,~~ was selected by the Ontario Lottery and Gaming Corporation (the “OLG”) to be the service provider for the Niagara Fallsview Casino Resort, Casino Niagara and the future 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada ~~(the “Niagara Gaming Bundle”~~(collectively, the “MGE Niagara Resorts”). Following its selection, MGE Niagara entered into a Transition and Asset Purchase Agreement with the OLG and the Ontario Gaming Assets Corporation. Pursuant to the terms of this agreement, MGE Niagara agreed to acquire certain assets associated with the Niagara Gaming Bundle and to perform certain transition activities in order to facilitate the transition of the operational responsibilities from the previous operator to MGE Niagara.

On June 11, 2019 (the “Closing Date”), MGE Niagara completed the acquisition of the MGE Niagara ~~Gaming Bundle~~Resorts (the “Acquisition”), and assumed the day-to-day operations of the properties under the terms of a 21-year Casino Operating and Services Agreement (the “COSA”) with the ~~OLG~~OLG.

The Company also (i) owns 100% of Salishan-Mohegan, LLC (“Salishan-Mohegan”), which developed and ~~engaged in a series of transactions related thereto, including the following:~~

~~Entered into a lease agreement with the OLG to lease the Fallsview~~currently manages ilani Casino Resort in Clark County, Washington, a gaming and ~~related administrative office space. This lease agreement requires MGE Niagara~~entertainment facility owned by the federally-recognized Cowlitz Indian Tribe and the Cowlitz Tribal Gaming Authority, (ii) holds the development rights to ~~make monthly payments~~any future development at ilani Casino Resort through Salishan-Mohegan Development Company, LLC, a majority-owned subsidiary of ~~2.2 million Canadian dollars ($1.7 million as of June 30, 2019) until the end~~Salishan-Mohegan, (iii) manages Resorts Casino Hotel in Atlantic City, New Jersey, and owns 10% of the ~~lease term on March 31, 2040. This lease is classified as~~casino’s holding company and its subsidiaries, including those conducting or licensing online gaming and retail sports wagering in New Jersey, (iv) manages Paragon Casino Resort in Marksville, Louisiana and (v) owns 100% of Inspire Integrated Resort Co., Ltd. and MGA Korea, LLC, which were formed to develop and construct an ~~operating lease in accordance with guidance provided by Accounting Standards Codification (“ASC”) Topic 840, “Leases” (“ASC 840”).~~

~~Entered into a lease agreement with a third-party investor~~integrated resort and casino project to ~~lease Casino Niagara and related license agreements to operate an~~be located adjacent parking lot and the right for patrons to use an adjacent parking garage. The lease agreement requires MGE Niagara to make monthly payments of approximately 500,000 Canadian dollars (approximately $381,000 as of June 30, 2019) until the end of the lease term on March 31, 2040 in exchange for the rights under the lease and licenses. The present value of the future payments has been allocated to the ~~respective rights based upon their relative fair value and,~~Incheon International Airport in accordance with guidance provided by ASC 840 and ASC Topic 360, “Intangibles - Goodwill and Other”, accounted for as follows: (i) 36.9 million Canadian dollars ($28.1 million as of June 30, 2019) represents the Casino Niagara lease, which is classified as a capital lease, (ii) 6.9 million Canadian dollars ($5.3 million as of June 30, 2019) represents an intangible asset, which is being amortized over the term of the lease on a straight line basis and (iii) the residual allocation of the lease payments is classified as an operating land lease.

Committed to entering into a lease agreement with a third-party to lease the Niagara Falls Entertainment Centre following the completion of its construction, which is expected to occur by the end of calendar 2019. Rental payments are still to be determined. The Company is deemed, for accounting purposes only, to be the owner of this construction project, despite not being the legal owner. Accordingly, the Company capitalized 102.9 million Canadian dollars ($78.4 million as of June 30, 2019) for amounts paid as a build-to-suit asset within property and equipment, net and recorded a corresponding build-to-suit liability.

The purchase price of the Acquisition was approximately 96 million Canadian dollars (approximately $72 million), net of cash acquired of approximately 57 million Canadian dollars (approximately $43 million). The consideration paid for working capital is subject to post-closing adjustments, which are not expected to be material. MGE Niagara funded the Acquisition with proceeds from borrowings under a 100.0 million Canadian dollar ($76.2 million as of June 30, 2019) term loan facility, the issuance of a 40.0 million Canadian dollar ($30.5 million as of June 30, 2019) convertible debenture to a third-party investor and a 60.0 million Canadian dollar ($45.7 million as of June 30, 2019) investment by the Company (refer to Note 5). The Acquisition was accounted for as a purchase of a business under the acquisition method of accounting in accordance with guidance provided by ASC Topic 805, “Business Combinations”.

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

While no material adjustments are expected, the purchase price allocation is not final. This allocation will be finalized during the Company's fourth quarter of fiscal 2019. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on June 11, 2019 (in thousands):

June 11, 2019
Accounts receivable $ 1,448
Inventories 3,410
Other current assets 15,983
Property and equipment

50,282
Intangible asset 16,689
Other current liabilities (15,525 )
Total $ 72,287

The intangible asset acquired represent the rights under the COSA, which include, among other things, the rights to use trade names, player databases and licenses during the term of the COSA. The intangible asset is being amortized over the term of the COSA on a straight line basis.

The following table summarizes the financial results of the Niagara Gaming Bundle since the Closing Date which are included in the accompanying condensed consolidated statements of income for the three months and nine months ended June 30, 2019 (in thousands):

June 11, 2019 through June 30, 2019
Net revenues $ 21,288
Net income $ 1,783

The below unaudited pro forma financial information was prepared as if the Acquisition, the financing to fund the Acquisition and the lease transactions, all described above, had occurred on October 1, 2017. This pro forma information, which is based on the best information currently available, is preliminary and subject to change. Pro forma financial information does not necessarily represent results that may occur in the future. The following pro forma financial information includes historical financial results of the Niagara Gaming Bundle prior to the Acquisition, adjusted to include the Company's share of revenues earned under the COSA which are recorded on a net basis (refer to Note 2), along with other adjustments directly attributable to the Acquisition, including interest expense and depreciation (in thousands):

For the For the For the For the
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
Net revenues $ 415,162
$ 433,913
1,206,916
1,285,790
Net income attributable to Mohegan Tribal Gaming Authority $ 17,128
$ 37,455
7,386
95,328

~~NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:~~South Korea.

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

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2018.~~2019. 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.

Revenue Disaggregation

The Company is primarily engaged in the ownership, operation and development of integrated entertainment facilities both domestically and internationally. The Company’s current wholly-owned operations are focused within Connecticut and Pennsylvania. The Company also currently manages other gaming facilities elsewhere within the United States and Canada. The Company generates revenues by providing the following types of goods and services: gaming, food and beverage, hotel, retail, entertainment and other and management and development.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

~~assets~~Revenue disaggregation by geographic location and ~~liabilities. Certain immaterial line items in the accompanying condensed consolidated financial statements~~revenue type for the three months ended December 31, 2019 was as follows (in thousands):



	Connecticut		Pennsylvania		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(MGE Niagara Resorts)		Other
Gaming	$	160,259	$	51,978	$	52,032	$	—
Food and beverage	28,533		6,082		15,953		(36		)
Hotel	22,048		1,980		3,563		(2		)
Retail, entertainment and other	32,495		1,914		13,426		146
Management and development	—		—		—		9,012
Net revenues	$	243,335	$	61,954	$	84,974	$	9,120

Revenue disaggregation by geographic location and ~~nine~~revenue type for the three months ended ~~June~~December 31, 2018 was as follows (in thousands):



	Connecticut		Pennsylvania		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(MGE Niagara Resorts)		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 Assets

As of December 31, 2019 and September 30, ~~2018have been reclassified to conform to fiscal~~ 2019, ~~presentation.~~

In its first quarter of fiscal 2019, the Company made an out-of-period correction, which increased depreciation and amortization expense by $6.3 million for the nine months ended June 30, 2019. This adjustment resulted from the assignment, in a prior year, of an incorrect useful life to depreciate a long lived asset related to tenant allowances.

In its second quarter of fiscal 2019, the Company committed to a plan to repurpose the recently closed Casino of the Wind section of Mohegan Sun. In connection with this decision, the Company determined that certaincontract assets related to the ~~Casino~~COSA totaled $95.7 million and $53.2 million, respectively.

Contract and Contract-related Liabilities

A difference may exist between the timing of cash receipts from patrons and the Wind had no alternative future use. Accordingly, depreciation on these assets was accelerated, which increased depreciation and amortization expense by $21.6 million for the nine months ended June 30, 2019.

~~Significant Accounting Policies~~

~~The significant accounting policies impacted by the acquisition~~recognition of ~~the Niagara Gaming Bundle were as follows:~~

~~Principles of Consolidation~~

~~The accompanying condensed consolidated financial statements include the accounts of~~revenues, resulting in a contract or contract-related liability. In general, the Company has three types of such liabilities: (1) outstanding gaming chips and ~~its majority~~slot tickets liability, which represents amounts owed in exchange for outstanding gaming chips and ~~wholly-owned subsidiaries~~slot tickets held by patrons; (2) loyalty points deferred revenue liability and ~~entities. MGE Niagara is deemed to be a variable interest entity as the third-party investor has substantive participation rights~~(3) patron advances and significant influence over MGE Niagara’s operations. The accounts of MGE Niagara are consolidated into the accounts of the Company as the Company is deemed to be the primary beneficiary of MGE Niagara. In consolidation, all inter-company balancesother liability, which primarily represents funds deposited in advance by patrons for gaming and ~~transactions were eliminated.~~

~~Acquisitions~~

~~The Company accounts~~advance payments by patrons for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values and any excess purchase price over the identifiable assets acquired and liabilities assumed, if any, is recorded as goodwill. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

~~Leases~~

The Company accounts for leases in accordance with guidance provided by ASC 840, which requires that leases be evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. Capital leases are recorded at the lower of the fair value of the leased assets or the present value of future minimum lease payments and are amortized in accordance with guidance provided by ASC Topic 840-30, “Leases - Capital Leases”.

~~Revenues from Casino Operating and Services Agreement~~

MGE Niagara operates the Niagara Gaming Bundle under the terms of the COSA. Pursuant to Canadian law, the OLG retains final legal authority over gaming operations in Canada. Accordingly, MGE Niagara is deemed to be acting as an agent with respect to gaming revenues earned under the COSA and, therefore, recognizes such revenues net of amounts due to the OLG. MGE Niagara is deemed to be acting as a principal with respect to non-gaming revenues earned under the COSA. The COSA represents a series of distinct goods and services such as advance ticket sales, deposits on rooms and ~~therefore, is deemed~~convention space and gift card purchases. These liabilities are generally expected to be a single performance obligation. The transaction price under the COSA includes both fixed and variable consideration. The fixed consideration is comprised of an annual service provider fee and reimbursement of permitted capital expenditures and other approved expenses. The fixed consideration is recognized as revenue on a straight line basis over the term of the COSA. The variable consideration consists of 70% of Gaming Revenues (as defined under the COSA), in excess of a guaranteed annual minimum amount payable to the OLG (the “Threshold”). Annual Threshold amounts are contractually establishedrevenues within one year and vary from year to year. If Gaming Revenues are less than the Threshold for any given year, the Company is obligated to make a payment to cover the related shortfall. The variable consideration is recognized as revenue as services are rendered under the terms of the COSA. The Company measures its progress in satisfying this performance obligation based on the output method, which aligns with the benefits provided to the OLG. Projected revenues are estimated based on the most likely amount within a range of possible outcomes to the extent that a significant reversal in the amount of cumulative revenues recognized is not probable of occurring. The difference between revenues recognized and cash received is recorded as a contract asset or liability. In the event a contract asset is recorded, such asset ~~will be~~ ~~assessed at least annually for impairment. As of June 30, 2019, contract assets of $541,000 and $4.1 million related to the COSA~~ are recorded within other current ~~assets~~liabilities.

The following table summarizes these liabilities (in thousands):



	December 31, 2019		September 30, 2019
Outstanding gaming chips and slot tickets liability	$	11,350	$	7,968
Loyalty points deferred revenue liability	39,374		40,968
Patron advances and other liability	20,698		22,312
Total	$	71,422	$	71,248

As of December 31, 2019 and September 30, 2019, customer contract liabilities related to Mohegan Sun Pocono's revenue sharing agreement with Unibet Interactive Inc. totaled $17.7 million and $18.0 million, respectively, and are primarily recorded within other ~~assets, respectively.~~long-term liabilities.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

~~Income Taxes~~

MGE Niagara is subject to income taxes in Canada. The Company accounts for income taxes based on the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities, and are measured using statutory rates that will be in effect when the differences are expected to reverse. For the three months and nine months ended June 30, 2019, the provision for income taxes was relatively insignificant.

~~iGame License~~

~~On January 25, 2019, Mohegan Sun Pocono entered into a revenue sharing agreement with Unibet Interactive Inc. (“Unibet”), pursuant to which Mohegan Sun Pocono~~ will allow Unibet the use of its interactive gaming (“iGame”) license to operate a branded retail sportsbook at Mohegan Sun Pocono and an online gaming service in exchange for a portion of the related revenues earned by Unibet.~~In connection with this agreement, Unibet~~ paid the required $8.0 million iGame license fee to the Pennsylvania Gaming Control Board on behalf of Mohegan Sun Pocono. The Company recorded the $8.0 million iGame license fee, which is reimbursable to Unibet under certain conditions, as an indefinite useful life intangible asset with a corresponding long-term contract liability. The intangible asset will be ~~assessed at least annually for impairment.~~

Fair Value of Financial Instruments

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

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

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

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

June 30, 2019
Carrying Value Fair Value
Senior Secured Credit Facility - Revolving $ 114,000
$ 107,588
Senior Secured Credit Facility - Term Loan A $ 274,370
$ 267,324
Senior Secured Credit Facility - Term Loan B $ 806,627
$ 766,775
2016 7 7/8% Senior Unsecured Notes $ 490,056
$ 489,375
MGE Niagara Credit Facility - Term Loan $ 75,140
$ 75,140



	December 31, 2019
	Carrying Value		Fair Value
Senior secured credit facility - revolving (1)	$	137,000	$	134,089
Senior secured credit facility - term loan A (1)	253,272		252,122
Senior secured credit facility - term loan B (1)	804,174		789,393
2016 7 7/8% senior unsecured notes (1)	490,821		512,500
Line of credit (1)	75		74
MGE Niagara Resorts credit facility - revolving (1)	30,728		30,728
MGE Niagara Resorts credit facility - term loan (1)	73,936		74,900
MGE Niagara Resorts convertible debenture (2)	30,728		30,728
Mohegan Expo credit facility (3)	28,831		29,657
Guaranteed credit facility (3)	31,264		32,375
Redemption note payable (3)	78,035		78,035
Other (3)	1,154		1,154
Long-term debt	$	1,960,018	$	1,965,755

~~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 June 30, 2019.~~ ________


(1)	Estimated fair values were based on Level 2 inputs (quoted market prices or prices of similar instruments) as of December 31, 2019.


(2)	Estimated fair value was based on Level 3 inputs (changes in market conditions) from date of issuance (June 11, 2019) to December 31, 2019.


(3)	Estimated fair values were based on Level 3 inputs (present value of future payments discounted to carrying value) as of December 31, 2019.

NOTE 3—2—NEW ACCOUNTING STANDARDS:

The following accounting ~~standards were~~standard was adopted during the three months ~~and nine months~~ ended ~~June 30,~~December 31, 2019:

ASU ~~2014-09~~2016-02

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

Effective October 1, 2018, the Company adopted ASC 606, on a modified retrospective basis, for all contracts at the date of initial adoption. The Company recognized the cumulative-effect of initially adopting ASC 606 as a decrease to retained earnings and a corresponding increase to other current liabilities. Comparative information for the three months and nine months ended

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

June 30, 2018 has not been restated and continues to be reported under accounting standards in effect for those periods. The adoption of ASC 606 did not have a material effect on the Company’s net income for the three months and nine months ended June 30, 2019.

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

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

~~The impact of adopting ASC 606 on the accompanying condensed consolidated balance sheet as of June 30, 2019 was as follows (in thousands):~~

Balance under ASC 606 Balance without ASC 606 Impact of Change
June 30, 2019 June 30, 2019 Higher/ (Lower)
Other current liabilities $ 179,661
$ 140,597
$ 39,064
Retained earnings $ 178,892
$ 217,956
$ (39,064 )

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~The impact of adopting ASC 606 on the accompanying condensed consolidated statement of income for the three months ended June 30, 2019 was as follows (in thousands):~~

Promotional Promotional Gross vs. Net Impact of
Balance Loyalty Allowances Allowances Cash Presentation Balance Change
under Points (Discretionary) (Non-Discretionary) Giveaways and Other without Higher/
ASC 606 (1) (2) (2) (3) (4) ASC 606 (Lower)
Revenues:
Gaming $ 235,418
$ 599
$ (41,089 ) $ (14,690 ) $ (1,568 ) $ 5,427
$ 286,739
$ (51,321 )
Food and beverage 37,171
—
10,266
—
—
981
25,924
11,247
Hotel 23,794
—
6,130
—
—
176
17,488
6,306
Retail, entertainment and other 51,224
—
4,444
1,241
—
(2,310 ) 47,849
3,375
Gross revenues 347,607
599
(20,249 ) (13,449 ) (1,568 ) 4,274
378,000
(30,393 )
Less-Promotional allowances —
—
21,438
5,486
—
785
(27,709 ) 27,709
Net revenues 347,607
599
1,189
(7,963 ) (1,568 ) 5,059
350,291
(2,684 )
Operating costs and expenses:
Gaming 135,238
206
(12,755 ) (30,644 ) (1,568 ) 5,720
174,279
(39,041 )
Food and beverage 29,080
—
13,944
9,340
—
981
4,815
24,265
Hotel 12,052
—
—
2,896
—
176
8,980
3,072
Retail, entertainment and other 22,934
—
—
10,445
—
(1,927 ) 14,416
8,518
Advertising, general and administrative 53,534
—
—
—
—
109
53,425
109
Corporate 13,839
—
—
—
—
—
13,839
—
Depreciation and amortization 22,810
—
—
—
—
—
22,810
—
Other, net 2,910
—
—
—
—
—
2,910
—
Total operating costs and expenses 292,397
206
1,189
(7,963 ) (1,568 ) 5,059
295,474
(3,077 )
Income from operations $ 55,210
$ 393
$ —
$ —
$ —
$ —
$ 54,817
$ 393

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~The impact of adopting ASC 606 on the accompanying condensed consolidated statement of income for the nine months ended June 30, 2019 was as follows (in thousands):~~

Promotional Promotional Gross vs. Net Impact of
Balance Loyalty Allowances Allowances Cash Presentation Balance Change
under Points (Discretionary) (Non-Discretionary) Giveaways and Other without Higher/
ASC 606 (1) (2) (2) (3) (4) ASC 606 (Lower)
Revenues:
Gaming $ 669,172
$ 2,114
$ (110,772 ) $ (47,867 ) $ (5,827 ) $ 16,602
$ 814,922
$ (145,750 )
Food and beverage 105,485
—
31,264
—
—
2,955
71,266
34,219
Hotel 68,776
—
18,204
—
—
508
50,064
18,712
Retail, entertainment and other 131,371
—
11,421
4,130
—
(5,896 ) 121,716
9,655
Gross revenues 974,804
2,114
(49,883 ) (43,737 ) (5,827 ) 14,169
1,057,968
(83,164 )
Less-Promotional allowances —
—
53,445
18,046
—
2,302
(73,793 ) 73,793
Net revenues 974,804
2,114
3,562
(25,691 ) (5,827 ) 16,471
984,175
(9,371 )
Operating costs and expenses:
Gaming 389,872
(405 ) (16,186 ) (86,925 ) (5,827 ) 17,309
481,906
(92,034 )
Food and beverage 81,611
—
19,748
24,259
—
2,955
34,649
46,962
Hotel 31,881
—
—
7,878
—
508
23,495
8,386
Retail, entertainment and other 63,203
—
—
29,097
—
(4,660 ) 38,766
24,437
Advertising, general and administrative 149,664
—
—
—
—
359
149,305
359
Corporate 38,728
—
—
—
—
—
38,728
—
Depreciation and amortization 92,682
—
—
—
—
—
92,682
—
Other, net 6,357
—
—
—
—
—
6,357
—
Total operating costs and expenses 853,998
(405 ) 3,562
(25,691 ) (5,827 ) 16,471
865,888
(11,890 )
Income from operations $ 120,806
$ 2,519
$ —
$ —
$ —
$ —
$ 118,287
$ 2,519

~~The items most significantly impacted by the adoption of ASC 606 were as follows:~~

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

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

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

(3) ASC 606 modified the accounting related to cash giveaways. The Company now records cash giveaways as a reduction to gaming revenues. Prior to the adoption of ASC 606, the Company recorded cash giveaways as expenses. This change resulted in decreases in both gaming revenues and expenses.

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

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

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

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

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

~~Management and development services have been determined to be separate, stand-alone performance obligations and revenues for such contracts are recognized when the related services are performed.~~

~~Revenue Disaggregation~~

The Company is primarily engaged in the ownership, operation and development of integrated entertainment facilities both domestically and internationally. The Company’s current operations are focused within Connecticut and Pennsylvania. The Company also currently manages other gaming facilities elsewhere within the United States and Canada. The Company generates revenues by providing the following types of goods and services: gaming, food and beverage, hotel, retail, entertainment and other and management and development.

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~Revenue disaggregation by geographic location and revenue type for the three months ended June 30, 2019 was as follows (in thousands):~~

Connecticut Pennsylvania Canada Other
(Mohegan Sun) (Mohegan Sun Pocono) (MGE Niagara) (1) (2) (Corporate and Other)
Gaming $ 165,968
$ 55,199
$ 14,251
$ —
Food and beverage 27,941
5,929
3,391
(90 )
Hotel 20,885
2,163
747
(1 )
Retail, entertainment and other 36,251
2,102
2,899
406
Management and development —
—
—
9,626
Net revenues $ 251,045
$ 65,393
$ 21,288
$ 9,941

~~_________~~


~~(1)~~	~~Represents revenues from the Niagara Gaming Bundle from June 11, 2019 through June 30, 2019.~~


~~(2)~~	~~Gaming revenues represent revenues earned under the COSA (refer to Note 2).~~

~~Revenue disaggregation by geographic location and revenue type for the nine months ended June 30, 2019 was as follows (in thousands):~~

Connecticut Pennsylvania Canada Other
(Mohegan Sun) (Mohegan Sun Pocono) (MGE Niagara) (1) (2) (Corporate and Other)
Gaming $ 496,281
$ 158,640
$ 14,251
$ —
Food and beverage 85,156
17,121
3,391
(183 )
Hotel 62,094
5,938
747
(3 )
Retail, entertainment and other 98,584
5,726
2,899
1,165
Management and development —
—
—
23,177
Net revenues $ 742,115
$ 187,425
$ 21,288
$ 24,156

~~_________~~


~~(1)~~	~~Represents revenues from the Niagara Gaming Bundle from June 11, 2019 through June 30, 2019.~~


~~(2)~~	~~Gaming revenues represent revenues earned under the COSA (refer to Note 2).~~

~~Contract and Contract-Related Assets~~

~~As of June 30, 2019, contract assets of $541,000 and $4.1 million related to the COSA are recorded within other current assets and other assets, respectively (refer to Note 2).~~

~~Contract and Contract-Related Liabilities~~

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

~~The following table summarizes these liabilities (in thousands):~~

June 30, 2019 October 1, 2018
Outstanding gaming chips and slot tickets liability $ 8,604
$ 3,298
Loyalty points deferred revenue liability 41,660
42,314
Patron advances and other liability 26,534
17,530
Total $ 76,798
$ 63,142

~~As of June 30, 2019, an $8.0 million contract liability related to Mohegan Sun Pocono's revenue sharing agreement with Unibet is recorded within other long-term liabilities (refer to Note 2).~~

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~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 $130.2 million change to net cash flows used in investing activities for the nine months ended June 30, 2018.

~~The following accounting standards will be adopted in future reporting periods:~~

~~ASU 2016-02~~

~~In February 2016, the FASB issued ASU~~No. 2016-02, “Leases (Topic 842)” (“ASU ~~2016‑02”~~2016-02”), which ~~will require,~~requires, among other things, lessees to recognize a right-of-use (“ROU”) 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~~clarify various aspects of ASU 2016-02.

Effective October 1, 2019, the ~~new standard. ASU 2016‑02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.~~Company adopted ASU 2016-02 ~~provides various optional~~under a modified retrospective transition approach. Accordingly, comparative information as of September 30, 2019 and for the three months ended December 31, 2018 has not been restated and continues to be reported under accounting standards in effect for those periods. The Company elected the package of practical expedients included in ~~transition,~~ASU 2016-02, which allowed it to: (i) not reassess whether any expired or existing contracts contain leases, (ii) not reassess the lease classification for any expired or existing leases and (iii) not reassess the initial direct costs for existing leases. The Company also made an accounting policy election to not recognize leases with an initial term of 12 months or less on its balance sheet. In addition, the Company elected to not separate lease and non-lease components for all significant classes of underlying assets for which the Company ~~continues to evaluate.~~is the lessee. For instances in which the Company is the lessor, and the class of underlying asset represents retail space, the Company accounts for both the lease and non-lease components as a single lease

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

component. In ~~July 2018,~~all other instances, non-lease components are accounted for separately in accordance with applicable guidance, most commonly ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”.

As of October 1, 2019, the ~~FASB issued~~adoption of ASU ~~2018-11, “Leases - Targeted Improvements,” as an update to ASU 2016-02. This update added an optional transition method of adoption which allows for~~2016-02 resulted in the recognition of ~~the cumulative-effect~~ROU operating lease assets of initially adopting ASU 2016-02 as an adjustment to retained earnings in the period of adoption without recasting prior periods' financial statements. The Company will adopt ASU 2016-02 in its first quarter of fiscal 2020, on a modified retrospective basis, and will recognize the cumulative-effect of its initial adoption as an adjustment to retained earnings as of October 1, 2019. While the Company continues to evaluate the impact ASU 2016-02 will have on its financial statements$359.2 million and related ~~disclosures,~~ROU operating lease liabilities of $366.8 million, as well as the ~~actual impact~~derecognition of ~~this new standard will be dependent upon~~a previously recognized build-to-suit asset and related liability of $90.3 million. The difference between the ~~Company’s~~ROU operating lease ~~portfolio at~~assets and liabilities reflects the ~~time~~reclassification of ~~adoption.~~historical prepaid and deferred rent balances. The adoption of ASU 2016-02 ~~is expected to have a material~~did not impact onthe Company's retained earnings or the Company’s compliance with its financial ~~statements, as the Company has significant operating lease commitments that are off-balance sheet~~covenants under its current debt agreements.

The following accounting ~~standards.~~standards will be adopted in a future reporting period:

ASU 2018-13

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

ASU 2019-12

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies various aspects related to the accounting for income taxes. This new standard removes certain exceptions to the general principles in ASU 2019-12 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact ASU 2019-12 will have on its financial statements, but does not expect its adoption to have a material impact.

NOTE ~~4—COWLITZ PROJECT:~~3—LEASES:

~~On December 4, 2018,~~The Company determines if a contract is, or contains, a lease at its inception or at the time of any modification. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset requires that the lessee has both: (i) the right to obtain substantially all of the economic benefits from the use of the asset and (ii) the right to direct the use of the asset.

ROU operating and finance lease assets and liabilities are recognized on the respective lease commencement date based on the present value of future lease payments over the expected lease term. An expected lease term includes any option to extend or terminate the lease if it is reasonably certain that the Company ~~received $106.6 million from~~will exercise such option. The Company utilizes the ~~Cowlitz Tribal Gaming Authority. This amount represented~~incremental borrowing rate (“IBR”) applicable to the ~~full repayment~~lease as determined at the lease commencement date to calculate the present value of future lease payments. The applicable IBR is determined based on the treasury group to which the leasing entity belongs and that group’s estimated interest rate for collateralized borrowings over a similar term as the future lease payments. Upon adoption of ASU 2016-02, the Company utilized IBRs as of October 1, 2019 to determine the present value of the ~~then-outstanding notes~~remaining lease payments for operating leases that commenced prior to that date. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the expected lease term. ROU finance lease assets are recorded within property and ~~accrued interest, through~~equipment, net and are amortized on a straight-line basis over the ~~repayment date, due~~related lease term. As of December 31, 2019, ROU finance lease assets totaled $31.4 million.

Lessee

The Company leases real estate and equipment under various operating and finance lease agreements. Lease terms range from approximately one month to ~~Salishan-Mohegan, LLC~~50 years and do not contain any material residual value guarantees or restrictive covenants. Rental payments under these lease agreements are fixed and/or variable based on periodic adjustments for inflation, performance, usage or appraised land values. Variable components of lease payments are not included in ~~connection with~~ the ~~development~~calculation of ~~ilani Casino Resort, totaling $32.0 million~~ROU assets and ~~$74.6 million, respectively.~~liabilities.

~~On January 1, 2019, the Mohegan Tribe exchanged its interest~~The Company’s lease arrangements contain both lease and non-lease components. For instances in ~~Salishan-Mohegan, LLC and a related entity for total consideration of $10.0 million,~~ which the Company ~~believes represented its fair value. Effective January 1, 2019,~~is a lessee, the Company ~~receives 100%~~accounts for both lease and non-lease components as a single lease component for substantially all classes of underlying assets (primarily real estate and equipment). Leases with an expected or initial term of 12 months or less are not

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

recorded on the ~~management fees~~Company’s balance sheet and the related lease expenses are recognized on a straight-line basis over the expected lease term.

Information related to ~~the Cowlitz Project,~~weighted average lease terms and discount rates is as ~~well as the Mohegan Tribe's share of development fees.~~follows:



	December 31, 2019
Weighted average remaining lease terms (years):
Operating leases	23
Finance leases	18
Weighted average discount rates:
Operating leases (1)	7.98	%
Finance leases	5.01	%

_________


(1)	The weighted average discount rates for existing operating leases were established upon the adoption of ASU 2016-02 on October 1, 2019.

The components of lease expense are as follows (in thousands):



	For the
	Three Months Ended
	December 31, 2019
Operating lease expense	$	9,601
Short-term lease expense	9,956
Variable lease expense	3,609
Finance lease expense:
Amortization of ROU assets	607
Interest on lease liabilities	397
Less: sublease income (1)	(9,604		)
Total	$	14,566

_________


(1)	Represents income earned by the Company from the rental of hotel, convention or retail space at the MGE Niagara Resorts and the Earth Hotel Tower at Mohegan Sun, both of which are leased properties.

Supplemental cash flow information related to lease liabilities is as follows (in thousands):



	For the
	Three Months Ended
	December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Payments on operating lease obligations	$	8,385
Payments for interest on finance lease obligations	397
Payments on finance lease obligations	404
Total	$	9,186

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Maturities of ROU operating lease obligations are as follows (in thousands):



	Operating Leases			Finance Leases
Fiscal years:
2020 (1)	$	24,415		$	2,502
2021	30,922			3,131
2022	31,282			3,130
2023	31,047			2,934
2024	31,115			2,568
Thereafter	734,067			33,442
Total future lease payments	882,848			47,707
Less: amounts representing interest	(513,106		)	(16,197		)
Plus: residual values	—			327
Present value of future lease payments	369,742			31,837
Less: current portion of lease obligations	(9,894		)	(1,794		)
Lease obligations, net of current portion	$	359,848		$	30,043

_________


(1)	Represents payment obligations from January 1, 2020 to September 30, 2020.

In connection with the acquisition of the MGE Niagara Resorts, the Company committed to enter into a lease agreement with a third-party to lease the Niagara Falls Entertainment Centre following the completion of its construction. Prior to the adoption of ASU 2016-02, the Company was deemed, for accounting purposes only, to be the owner of this construction project, despite not being the legal owner. Accordingly, the Company capitalized $90.3 million as of September 30, 2019 for amounts paid as a build-to-suit asset within property and equipment, net and recorded a corresponding build-to-suit liability. In connection with the adoption of ASU 2016-02, the Company derecognized the build-to-suit asset and liability in their entirety.

Lessor

The Company leases space at its facilities to third parties. Lease terms for these non-cancelable operating leases range from approximately one month to 17 years. Rental income under these lease agreements are fixed and/or variable based on percentage of tenant sales or periodic adjustments for inflation. Rental income is recorded within hotel and retail, entertainment and other revenues. For instances in which the Company is the lessor, and the class of underlying asset represents retail space, the Company accounts for both the lease and non-lease components, such as common area maintenance and tenant services, as a single lease component. In all other instances, non-lease components are accounted for separately in accordance with applicable guidance, most commonly ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”.

Lease income consists of the following (in thousands):



	For the Three Months Ended December 31, 2019
	Hotel		Retail, Entertainment and Other
Fixed rent	$	15,743	$	3,075
Variable rent	—		1,388
Total	$	15,743	$	4,463

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Future fixed rental income that the Company expects to earn under non-cancelable operating leases, exclusive of amounts under contingent escalated rent clauses, are as follows (in thousands):



Fiscal years:
2020 (1)	$	7,120
2021	8,211
2022	5,375
2023	4,748
2024	4,180
Thereafter	9,440
Total	$	39,074

_________


(1)	Represents future fixed rental income from January 1, 2020 to September 30, 2020.

The portions of Mohegan Sun, including the Sky Hotel Tower and the Earth Expo & Convention Center, and Mohegan Sun Pocono that are leased to third parties under operating leases are recorded within property and equipment, net as follows (in thousands):



	December 31, 2019
Property and equipment, at cost	$	492,612
Less: accumulated depreciation	(197,212		)
Property and equipment, net	$	295,400

As of September 30, 2019, information pertaining to the Company’s leases, as accounted for under prior accounting standards, was as follows:

Capital Leases

Minimum future capital lease payments were as follows (in thousands):



Fiscal years:
2020	$	2,571
2021	2,598
2022	2,598
2023	2,548
2024	2,251
Thereafter	32,832
Total minimum future capital lease payments	45,398
Less: amounts representing interest	(16,031		)
Plus: residual values	327
Present value of capital lease obligations	29,694
Less: current portion of capital lease obligations	(1,133		)
Capital lease obligations, net of current portion	$	28,561

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Operating Leases

Minimum future rental income that the Company expected to earn under non-cancelable leases was as follows (in thousands):



Fiscal years:
2020	$	4,808
2021	4,038
2022	2,485
2023	2,092
2024	2,011
Thereafter	5,734
Total	$	21,168

Minimum future rental payments that the Company expected to incur under non-cancelable leases and subleases was as follows (in thousands):



Fiscal years:	Minimum Future Rental Payments		Minimum Future Sublease Income			Total
2020	$	32,504	$	(1,709	)	$	30,795
2021	30,376		(1,428		)	28,948
2022	30,651		(1,114		)	29,537
2023	30,473		(987		)	29,486
2024	30,602		(1,025		)	29,577
Thereafter	715,910		(843		)	715,067
Total	$	870,516	$	(7,106	)	$	863,410

NOTE 4—MGE NIAGARA RESORTS:

In September 2018, MGE Niagara was selected by the OLG to be the service provider for the MGE Niagara Resorts. Following its selection, MGE Niagara entered into a Transition and Asset Purchase Agreement with the OLG and the Ontario Gaming Assets Corporation. Pursuant to the terms of this agreement, MGE Niagara agreed to acquire certain assets associated with the MGE Niagara Resorts and to perform certain transition activities in order to facilitate the transition of the operational responsibilities from the previous operator to MGE Niagara.

On the Closing Date, MGE Niagara completed the Acquisition, assumed the day-to-day operations of the properties under the terms of the COSA and engaged in a series of transactions related thereto, including: (i) a lease agreement with the OLG to lease the Fallsview Casino Resort and related administrative office space, (ii) a lease agreement with a third-party investor to lease Casino Niagara and related license agreements to operate an adjacent parking lot and the right for patrons to use an adjacent parking garage and (iii) committed to enter into a lease agreement with a third-party to lease the Niagara Falls Entertainment Centre following the completion of its construction, both of which are expected to occur in 2020.

As of the Closing Date, the purchase price of the Acquisition was approximately 96 million Canadian dollars (approximately $72 million), net of cash acquired of approximately 57 million Canadian dollars (approximately $43 million). During the three months ended December 31, 2019, the Company recorded adjustments to the purchase price of the Acquisition totaling 2.2 million Canadian dollars ($1.7 million), net of cash acquired of approximately 518,000 Canadian dollars (approximately $390,000). While no additional material adjustments are expected, the purchase price allocation is not final.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The below unaudited pro forma financial information was prepared as if the Acquisition, the financing to fund the Acquisition and the lease transactions had occurred on October 1, 2018. Unaudited pro forma financial information does not necessarily represent results that may occur in the future. The following unaudited pro forma financial information includes historical financial results of the MGE Niagara Resorts prior to the Acquisition, adjusted to include the Company's share of revenues earned under the COSA which are recorded on a net basis, along with other adjustments directly attributable to the Acquisition, including interest expense and depreciation (in thousands, unaudited):



	For the
	Three Months Ended
	December 31, 2018
Net revenues	$	405,802
Net income attributable to Mohegan Tribal Gaming Authority	$	8,554

NOTE 5—LONG-TERM DEBT:

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

June 30,
2019 September 30,
2018
Senior Secured Credit Facility - Revolving $ 114,000
$ 66,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $4,820 and $6,661, respectively 274,370
311,466
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $17,862 and $20,571, respectively 806,627
810,430
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $9,944 and $11,033, respectively 490,056
488,967
MGE Niagara Credit Facility - Term Loan, net of debt issuance costs of $1,050 75,140
—
MGE Niagara Convertible Debenture 30,476
—
Mohegan Expo Credit Facility, net of debt issuance costs of $1,023 and $1,319, respectively 29,883
31,980
Guaranteed Credit Facility, net of debt issuance costs of $1,272 and $1,262, respectively 32,416
22,403
Redemption Note Payable, net of discount of $26,344 and $33,635, respectively 82,716
81,165
Other 1,259
1,744
Long-term debt 1,936,943
1,814,155
Less: current portion of long-term debt (77,824 ) (73,232 )
Long-term debt, net of current portion $ 1,859,119
$ 1,740,923

~~Maturities of long-term debt are as follows (in thousands):~~

Fiscal Years
2019 (1) $ 19,412
2020 76,956
2021 74,175
2022 376,123
2023 38,302
Thereafter 1,414,290
Total $ 1,999,258

~~_________~~


~~(1)~~	~~Represents maturities from July 1, 2019 to September 30, 2019.~~

~~MGE Niagara Credit Facilities~~

On June 10, 2019, MGE Niagara entered into a Credit Agreement with, among others, Bank of Montreal, as administrative agent, and the lenders party thereto (the “MGE Niagara Credit Agreement”), providing for senior secured credit facilities in the aggregate principal amount of 290.0 million Canadian dollars ($221.0 million as of June 30, 2019) (the “MGE Niagara Credit Facilities”), comprised of a revolving credit facility in the amount of 190.0 million Canadian dollars ($144.8 million as of June 30, 2019) (the “MGE Niagara Revolving Facility”) and a term loan facility in the amount of 100.0 million Canadian dollars ($76.2 million as of June 30, 2019) (the “MGE Niagara Term Loan Facility”). MGE Niagara is an unrestricted subsidiary under the Company’s existing credit facilities and indenture and the MGE Niagara Credit Facilities are non-recourse to the Company and its restricted subsidiaries thereunder.

The Company incurred $3.1 million in costs in connection with these transactions. Financing fees totaling $2.0 million were capitalized as an asset and are being amortized over the term of the related debt based on the effective interest method. The remaining $1.1 million was reflected as a debt discount and is being amortized over the term of the related debt based on the effective interest method.

The MGE Niagara Revolving Facility provides for (i) borrowings and bankers’ acceptances denominated in Canadian dollars or U.S. dollars and up to 20.0 million Canadian-dollar ($15.2 million as of June 30, 2019) equivalent of borrowings in the form of swingline loans and (ii) the issuance of up to 100.0 million Canadian dollars ($76.2 million as of June 30, 2019) of letters of credit. Proceeds from borrowings under the MGE Niagara Revolving Facility may be used by MGE Niagara for general corporate

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

purposes, including working capital, capital expenditures and the issuance of letters of credit. Borrowings under the MGE Niagara Term Loan Facility are denominated in Canadian dollars. On June 11, 2019, MGE Niagara borrowed 100.0 million aggregate principal amount of Canadian dollar ($76.2 million as of June 30, 2019) term loans under the MGE Niagara Term Loan Facility and caused a Canadian dollar letter of credit to be issued to the OLG under the MGE Niagara Revolving Facility, in each case, for the purposes of funding the acquisition of the Niagara Gaming Bundle.

The MGE Niagara Credit Facilities mature on June 10, 2024. The MGE Niagara Term Loan Facility is repayable, in quarterly installments, at a rate of 5.0 million Canadian dollars ($3.8 million as of June 30, 2019) per annum, commencing September 30, 2019.

Borrowings under the MGE Niagara Credit Facilities accrue interest as follows: (i) for Prime Rate Loans (as defined in the MGE Niagara Credit Agreement) denominated in Canadian dollars, the applicable prime rate (subject to a 0.00% floor) plus a total leverage-based margin of 100 to 200 basis points, (ii) for USBR Loans (as defined in the MGE Niagara Credit Agreement) denominated in U.S. dollars, the applicable base rate plus a total leverage-based margin of 100 to 200 basis points, (iii) for LIBOR Loans (as defined in the MGE Niagara Credit Agreement) denominated in U.S. dollars, the applicable LIBOR rate (subject to a 0.00% floor) plus a total leverage-based margin of 250 to 350 basis points and (iv) for Bankers’ Acceptances (as defined in the MGE Niagara Credit Agreement) denominated in Canadian dollars, based on a Discount Rate (as defined in the MGE Niagara Credit Agreement) (subject to a 0.00% floor) and a total leverage-based margin of 250 to 350 basis points. MGE Niagara is also required to pay a total leverage-based undrawn commitment fee on the MGE Niagara Revolving Facility of between 50 and 70 basis points.

As of June 30, 2019, outstanding borrowings under the MGE Niagara Term Loan Facility accrued interest at 4.71%. As of June 30, 2019, the commitment fee under MGE Niagara Revolving Facility was 55 basis points.

The MGE Niagara Credit Facilities are secured by, among other things, substantially all of the properties and assets of MGE Niagara, subject to certain customary exceptions, as well as by a pledge of (i) all of the issued and outstanding shares of MGE Niagara and (ii) a convertible debenture held by a third-party investor.

The MGE Niagara Credit Agreement contains customary covenants applicable to MGE Niagara, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, asset sales, acquisitions and investments, affiliate transactions and fundamental changes. The MGE Niagara Credit Agreement also includes financial maintenance covenants pertaining to total leverage and fixed charge coverage. In addition, the MGE Niagara Credit Agreement contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

On July 17, 2019, MGE Niagara entered into an amendment to the MGE Niagara Credit Facilities to increase the borrowing capacity under the MGE Niagara Revolving Facility by 10.0 million Canadian dollars ($7.6 million as of June 30, 2019).

~~MGE Niagara Convertible Debenture~~

On June 11, 2019, MGE Niagara issued a convertible debenture (the “MGE Niagara Convertible Debenture”) to a third-party investor (the "Convertible Debenture Holder") in an aggregate principal amount of 40.0 million Canadian dollars ($30.5 million as of June 30, 2019). The MGE Niagara Convertible Debenture is convertible, at the option of the Convertible Debenture Holder, between the fourth and sixth anniversaries of the Closing Date, into Class B Special shares representing 40% of the capital of MGE Niagara. The Class B Special shares will be similar in nature to the existing Common shares. The MGE Niagara Convertible Debenture accrues interest at an annual rate of 3.5% prior to the sixth anniversary of the Closing Date and 8.0% thereafter, compounded annually. The first interest payment is payable on June 11, 2022, with annual payments due thereafter. Repayment of the outstanding principal, plus any accrued interest, is due thirty days following the expiration or the termination of the COSA. If the MGE Niagara Convertible Debenture is not converted as of the sixth anniversary of the Closing Date, either MGE Niagara or the Convertible Debenture Holder may elect early repayment of half of the principal outstanding as of such date.

~~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 September 2018, completes the allocation to the Company of $35.0 million in guaranteed term loans under the BIA Loan Guaranty Program. Like the initial facility, this term loan is secured by a 90% loan guarantee by the Department of the Interior, Assistant Secretary—Indian Affairs, Division of Capital Investment, and is otherwise identical to the initial facility, including use of proceeds, maturity, amortization, interest rate and covenant requirements.

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~



	December 31, 2019			September 30, 2019
Senior Secured Credit Facility - Revolving	$	137,000		$	102,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $3,668 and $4,236, respectively	253,272			263,829
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $15,975 and $16,925, respectively	804,174			805,394
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $9,179 and $9,565, respectively	490,821			490,435
Line of Credit	75			—
MGE Niagara Resorts Credit Facility - Revolving	30,728			—
MGE Niagara Resorts Credit Facility - Term Loan, net of debt issuance costs of $963 and $1,002, respectively	73,936			73,564
MGE Niagara Resorts Convertible Debenture	30,728			30,204
Mohegan Expo Credit Facility, net of debt issuance costs of $827 and $925, respectively	28,831			29,357
Guaranteed Credit Facility, net of debt issuance costs of $1,111 and $1,191, respectively	31,264			31,840
Redemption Note Payable, net of discount of $22,072 and $23,905, respectively	78,035			81,329
Other	1,154			1,205
Long-term debt	1,960,018			1,909,157
Less: current portion of long-term debt	(74,266		)	(76,909		)
Long-term debt, net of current portion	$	1,885,752		$	1,832,248

Senior Secured Credit Facilities - Non-cash Transactions

On ~~June 30,~~December 31, 2019 and 2018, the bank that administers the Company's debt service payments for its Senior Secured Credit Facilities made required principal payments on behalf of the Company totaling $13.3 million and ~~$18.9~~$28.9 million, respectively, but did not accordingly debit the Company's bank account for these payments. As of ~~June 30,~~December 31, 2019 and 2018, the Company reflected these non-cash transactions as reductions to current portion of long-term debt and corresponding increases to other current liabilities. On the respective following banking days, 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.

Debt Covenant Compliance

As of ~~June 30,~~December 31, 2019, the Company ~~was~~and MGE Niagara were in compliance with all financial covenants.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 6—SEGMENT REPORTING:

~~As of June 30, 2019, the~~The Company, ~~owns and operates,~~ either directly or through subsidiaries, operates Mohegan Sun, along with its other Connecticut ~~facilities~~operations (the “Connecticut Facilities”), Mohegan Sun Pocono, along with its other Pennsylvania operations (the “Pennsylvania Facilities”) and ~~its Pennsylvania facilities.~~ the MGE Niagara Resorts. The Company assumed the day-to-day operations of the MGE Niagara Resorts on June 11, 2019. Certain other properties that are managed or under development by the Company, which were previously included within the Company's corporate functions, are now identified as the management, development and other reportable segment.

The Company's chief operating decision maker currently reviews and assesses the performance and operating results and determines the proper allocation of resources to the Connecticut ~~facilities~~Facilities, the Pennsylvania Facilities, the MGE Niagara Resorts and the ~~Pennsylvania facilities~~properties managed or under development on a separate basis. Accordingly, the Company now has ~~two~~four separate reportable segments: ~~(1)~~(i) Mohegan Sun, which includes the operations of the Connecticut ~~facilities and (2)~~Facilities, (ii) Mohegan Sun Pocono, which includes the operations of the Pennsylvania ~~facilities.~~Facilities, (iii) the MGE Niagara Resorts and (iv) management, development and other. The Company's ~~operations related to certain Corporate development and management operations have not been identified as separate reportable segments; therefore, these operations,~~corporate functions, along with ~~the Niagara Gaming Bundle,~~any inter-segment activities are ~~included in Corporate and other~~disclosed separately in the following segment disclosures to reconcile to consolidated results.

The following ~~table summarizes~~management, development and other and corporate segment disclosures for the ~~Company's results on a segment basis (in thousands):~~three months ended December 31, 2018 have been restated to conform to fiscal 2020 presentation.


	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
(in thousands)													December 31, 2019			December 31, 2018
Net revenues:
Mohegan Sun	$	251,045		$	270,434		$	742,115		$	793,725		$	243,335		$	252,679
Mohegan Sun Pocono	65,393			68,290			187,425			200,224			61,954			60,791
Corporate and other (1)	31,229			6,239			45,444			14,635
Inter-segment revenues	(60		)	(60		)	(180		)	(180		)
MGE Niagara Resorts													84,974			—
Management, development and other													9,012			5,712
Corporate													108			378
Inter-segment													(331		)	(60		)
Total	$	347,607		$	344,903		$	974,804		$	1,008,404		$	399,052		$	319,500

Income (loss) from operations:
Mohegan Sun	$	48,812		$	61,778		$	112,788		$	175,950		$	45,065		$	44,063
Mohegan Sun Pocono	10,604			10,216			26,010			26,763			7,794			7,192
Corporate and other (1)	(4,206		)	(8,090		)	(17,992		)	(27,737		)
MGE Niagara Resorts													(1,333		)	—
Management, development and other													(918		)	(413		)
Corporate													(7,164		)	(7,472		)
Inter-segment													(19		)	—
Total	$	55,210		$	63,904		$	120,806		$	174,976		$	43,425		$	43,370

							For the Nine Months Ended						For the Three Months Ended
							June 30, 2019			June 30, 2018
(in thousands)													December 31, 2019			December 31, 2018
Capital expenditures incurred:
Mohegan Sun							$	27,344		$	82,725		$	4,631		$	5,123
Mohegan Sun Pocono							3,892			6,216			999			377
Corporate and other (2)							27,075			15,702
MGE Niagara Resorts													7,851			—
Management, development and other													22,868			7,542
Corporate													8			7
Total							$	58,311		104,643			$	36,357		$	13,049

							June 30, 2019			September 30, 2018
(in thousands)													December 31, 2019			September 30, 2019
Total assets:
Mohegan Sun							$	1,316,689		$	1,364,169		$	1,355,934		$	1,282,384
Mohegan Sun Pocono							581,381			581,079			545,220			548,424
Corporate and other (3)							645,247			366,871
MGE Niagara Resorts													575,771			342,821
Management, development and other													358,366			313,458
Corporate													915,650			912,712
Inter-segment													(895,417		)	(888,203		)
Total							$	2,543,317		$	2,312,119		$	2,855,524		$	2,511,596



Exhibit No.		Description
~~2.1~~		Amended and Restated Transition and Asset Purchase Agreement, dated May 1, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation (filed as Exhibit 2.1 to the Mohegan Tribal Gaming Authority’s Form 8-K, filed with the SEC on June 14, 2019 (the “June 2019 Form 8-K”) and incorporated by reference herein).*

~~2.2~~		First Amendment to Amended and Restated Transition and Asset Purchase Agreement, dated June 6, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation (filed as Exhibit 2.2 to the June 2019 Form 8-K and incorporated by reference herein).

~~2.3~~		Second Amendment to Amended and Restated Transition and Asset Purchase Agreement, dated June 7, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation (filed as Exhibit 2.3 to the June 2019 Form 8-K and incorporated by reference herein).*

~~10.1~~		Credit Agreement, dated June 10, 2019, among MGE Niagara Entertainment Inc., the lenders named therein, Bank of Montreal, as administrative agent, and the other parties thereto (filed as Exhibit 10.1 to the June 2019 Form 8-K and incorporated by reference herein).

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).

32.1		Section 1350 Certification of Chief Executive Officer (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).



		MOHEGAN TRIBAL GAMING AUTHORITY

Date:	~~August 13, 2019~~February 12, 2020	By:	/S/ RALPH JAMES GESSNER JR.
			Ralph James Gessner Jr. ~~Interim~~ Chairman and Member, Management Board

Date:	~~August 13, 2019~~February 12, 2020	By:	/S/ MARIO C. KONTOMERKOS
			Mario C. Kontomerkos Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)

Date:	~~August 13, 2019~~February 12, 2020	By:	/S/ DREW M. KELLEY
			Drew M. Kelley Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer)



	June 11, 2019
Accounts receivable	$	1,448
Inventories	3,410
Other current assets	15,983
Property and equipment	50,282
Intangible asset	16,689
Other current liabilities	(15,525		)
Total	$	72,287



	June 11, 2019 through June 30, 2019
Net revenues	$	21,288
Net income	$	1,783



	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



	Balance under ASC 606		Balance without ASC 606		Impact of Change
	June 30, 2019		June 30, 2019		Higher/ (Lower)
Other current liabilities	$	179,661	$	140,597	$	39,064
Retained earnings	$	178,892	$	217,956	$	(39,064	)



					Promotional			Promotional						Gross vs. Net						Impact of
	Balance		Loyalty		Allowances			Allowances			Cash			Presentation			Balance			Change
	under		Points		(Discretionary)			(Non-Discretionary)			Giveaways			and Other			without			Higher/
	ASC 606		(1)		(2)			(2)			(3)			(4)			ASC 606			(Lower)
Revenues:
Gaming	$	235,418	$	599	$	(41,089	)	$	(14,690	)	$	(1,568	)	$	5,427		$	286,739		$	(51,321	)
Food and beverage	37,171		—		10,266			—			—			981			25,924			11,247
Hotel	23,794		—		6,130			—			—			176			17,488			6,306
Retail, entertainment and other	51,224		—		4,444			1,241			—			(2,310		)	47,849			3,375
Gross revenues	347,607		599		(20,249		)	(13,449		)	(1,568		)	4,274			378,000			(30,393		)
Less-Promotional allowances	—		—		21,438			5,486			—			785			(27,709		)	27,709
Net revenues	347,607		599		1,189			(7,963		)	(1,568		)	5,059			350,291			(2,684		)
Operating costs and expenses:
Gaming	135,238		206		(12,755		)	(30,644		)	(1,568		)	5,720			174,279			(39,041		)
Food and beverage	29,080		—		13,944			9,340			—			981			4,815			24,265
Hotel	12,052		—		—			2,896			—			176			8,980			3,072
Retail, entertainment and other	22,934		—		—			10,445			—			(1,927		)	14,416			8,518
Advertising, general and administrative	53,534		—		—			—			—			109			53,425			109
Corporate	13,839		—		—			—			—			—			13,839			—
Depreciation and amortization	22,810		—		—			—			—			—			22,810			—
Other, net	2,910		—		—			—			—			—			2,910			—
Total operating costs and expenses	292,397		206		1,189			(7,963		)	(1,568		)	5,059			295,474			(3,077		)
Income from operations	$	55,210	$	393	$	—		$	—		$	—		$	—		$	54,817		$	393



	June 30, 2019			September 30, 2018
Senior Secured Credit Facility - Revolving	$	114,000		$	66,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $4,820 and $6,661, respectively	274,370			311,466
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $17,862 and $20,571, respectively	806,627			810,430
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $9,944 and $11,033, respectively	490,056			488,967
MGE Niagara Credit Facility - Term Loan, net of debt issuance costs of $1,050	75,140			—
MGE Niagara Convertible Debenture	30,476			—
Mohegan Expo Credit Facility, net of debt issuance costs of $1,023 and $1,319, respectively	29,883			31,980
Guaranteed Credit Facility, net of debt issuance costs of $1,272 and $1,262, respectively	32,416			22,403
Redemption Note Payable, net of discount of $26,344 and $33,635, respectively	82,716			81,165
Other	1,259			1,744
Long-term debt	1,936,943			1,814,155
Less: current portion of long-term debt	(77,824		)	(73,232		)
Long-term debt, net of current portion	$	1,859,119		$	1,740,923



Fiscal Years
2019 (1)	$	19,412
2020	76,956
2021	74,175
2022	376,123
2023	38,302
Thereafter	1,414,290
Total	$	1,999,258


~~(1)~~	~~Includes the financial results of the Niagara Gaming Bundle from June 11, 2019 through June 30, 2019.~~


~~(2)~~	~~Includes capital expenditures related to the Niagara Gaming Bundle totaling $1.5 million for the nine months ended June 30, 2019.~~


~~(3)~~	~~Includes assets related to the Niagara Gaming Bundle totaling $296.0 million as of June 30, 2019.~~


	For the Three Months Ended June 30,											For the Nine Months Ended June 30,											For the Three Months Ended December 31,
	2019			2018			Variance			Percentage Variance		2019			2018			Variance			Percentage Variance
(in thousands)																							2019			2018			Variance			Percentage Variance
Net revenues:
Mohegan Sun	$	251,045		$	270,434		$	(19,389	)	(7.2	)%	$	742,115		$	793,725		$	(51,610	)	(6.5	)%	$	243,335		$	252,679		$	(9,344	)	(3.7	)%
Mohegan Sun Pocono	65,393			68,290			(2,897		)	(4.2	)%	187,425			200,224			(12,799		)	(6.4	)%	61,954			60,791			1,163			1.9	%
Corporate and other (1)	31,229			6,239			24,990			400.5	%	45,444			14,635			30,809			210.5	%
Inter-segment revenues	(60		)	(60		)	—			—		(180		)	(180		)	—			—
MGE Niagara Resorts (1)																							84,974			—			84,974			100.0	%
Management, development and other																							9,012			5,712			3,300			57.8	%
Corporate																							108			378			(270		)	(71.4	)%
Inter-segment																							(331		)	(60		)	(271		)	(451.7	)
Total	$	347,607		$	344,903		$	2,704		0.8	%	$	974,804		$	1,008,404		$	(33,600	)	(3.3	)%	$	399,052		$	319,500		$	79,552		24.9	%
Income (loss) from operations:
Mohegan Sun	$	48,812		$	61,778		$	(12,966	)	(21.0	)%	$	112,788		$	175,950		$	(63,162	)	(35.9	)%	$	45,065		$	44,063		$	1,002		2.3	%
Mohegan Sun Pocono	10,604			10,216			388			3.8	%	26,010			26,763			(753		)	(2.8	)%	7,794			7,192			602			8.4	%
Corporate and other (1)	(4,206		)	(8,090		)	3,884			48.0	%	(17,992		)	(27,737		)	9,745			35.1	%
MGE Niagara Resorts (1)																							(1,333		)	—			(1,333		)	(100.0	)%
Management, development and other																							(918		)	(413		)	(505		)	(122.3	)%
Corporate																							(7,164		)	(7,472		)	308			4.1	%
Inter-segment																							(19		)	—			(19		)	(100.0	)%
Total	$	55,210		$	63,904		$	(8,694	)	(13.6	)%	$	120,806		$	174,976		$	(54,170	)	(31.0	)%	$	43,425		$	43,370		$	55		0.1	%
Net income attributable to Mohegan Tribal Gaming Authority	$	19,839		$	35,008		$	(15,169	)	(43.3	)%	$	18,103		$	92,825		$	(74,722	)	(80.5	)%	$	9,394		$	10,622		$	(1,228	)	(11.6	)%


(1)	~~Includes~~We assumed the ~~financial results~~day-to-day operations of the MGE Niagara ~~Gaming Bundle from~~Resorts on June 11, ~~2019 through June 30,~~ 2019.


*	Certain portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. Upon request by the Securities and Exchange Commission (the “SEC”), the Company hereby undertakes to furnish supplementary to the SEC a copy of any omitted information.