Exhibit

EX-99.2 4 exhibit992greektownq12019u.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2

Greektown Holdings, L.L.C.

Consolidated Financial Statements as of and for the three months ended

March 31, 2019 and Independent Auditors' Report

GREEKTOWN HOLDINGS, L.L.C.

TABLE OF CONTENTS



	Page
Review Report of Independent Auditors	2

Unaudited Consolidated Financial Statements

Unaudited Consolidated Balance Sheet	3
Unaudited Consolidated Statement of Operations	4
Unaudited Consolidated Statement of Changes in Member's Equity	5
Unaudited Consolidated Statement of Cash Flows	6
Notes to the Unaudited Consolidated Financial Statements	7

Review Report of Independent Auditors

Greektown Holdings, L.L.C.

We have reviewed the consolidated financial information of Greektown Holdings, L.L.C., which comprise the consolidated balance sheet as of March 31, 2019, and the related consolidated statements of operations, member’s equity and cash flows for the three month period ended March 31, 2019.

Management's Responsibility for the Financial Information

Management is responsible for the preparation and fair presentation of the interim financial information in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in conformity with U.S. generally accepted accounting principles.

Auditor's Responsibility

Our responsibility is to conduct our review in accordance with auditing standards generally accepted in the United States applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial information. Accordingly, we do not express such an opinion.

Conclusion

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial information referred to above for it to be in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Detroit, Michigan

July 23, 2019

GREEKTOWN HOLDINGS, L.L.C.

CONSOLIDATED BALANCE SHEET

As of March 31, 2019

(Unaudited)



(in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	37,497
Accounts receivable, net of allowance for doubtful accounts of $26	2,677
Other currents assets	15,537
Due from affiliates	574
Total current assets	56,285
Land, buildings, and equipment, net	324,106
Due from affiliates	3,212
Deferred charges and other assets	710
Goodwill	81,151
Other intangible assets	177,700
Total assets	$	643,164
Liabilities and Member's Equity
Current Liabilities:
Accounts payable	$	3,620
Accrued expenses	15,468
Due to affiliates	1,471
Interest payable	166
Current portion of loans payable	4,000
Current portion of capital leases	132
Total current liabilities	24,857
Long-term liabilities:
Loans payable, net of deferred financing costs	361,588
Capital leases	4,044
Other liabilities	1,045
Total liabilities	391,534
Total member’s equity	251,630
Total liabilities and member’s equity	$	643,164

See notes to consolidated financial statements.

GREEKTOWN HOLDINGS, L.L.C.

CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended March 31, 2019

(Unaudited)



(in thousands)
Revenues:
Casino	$	74,598
Food and beverage	5,841
Rooms	4,281
Retail, parking, and other	1,727
Less: casino promotional allowance	(2,705		)
Net revenues	83,742
Operating expenses:
Direct:
Casino	35,840
Food and beverage	4,209
Rooms	2,012
Retail, parking, and other	1,378
General and administrative	13,630
Management fees	2,823
Loss on disposal of assets	166
Depreciation and amortization	5,316
Total operating expenses	65,374
Operating income	18,368
Other income (expense):
Other income	16
Interest expense	(5,711		)
Total other expense	(5,695		)
Net income	$	12,673

See notes to consolidated financial statements.

GREEKTOWN HOLDINGS, L.L.C.

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY

For the three months ended March 31, 2019

(Unaudited)



(in thousands)	Additional Paid-in Capital			Member’s Equity			Total Member’s Equity
Balance - January 1, 2019	$	255,188		$	(4,005	)	$	251,183
Equity distribution	(12,226		)	—			(12,226		)
Net income	—			12,673			12,673
Balance - March 31, 2019	$	242,962		$	8,668		$	251,630

See notes to consolidated financial statements.

GREEKTOWN HOLDINGS, L.L.C.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2019

(Unaudited)



(in thousands)
Cash flows provided by operating activities:
Net income	$	12,673
Adjustments to reconcile net income to cash flows:
Depreciation and amortization	5,316
Amortization of net discount on debt in interest expense	454
Loss on disposal of assets	166
Changes in assets and liabilities:
Decrease in receivables, net	539
Decrease in other current assets	1,985
Decrease in other long-term assets	62
Decrease in accounts payable	(618		)
Decrease in accrued expenses	(294		)
Decrease in due from/to affiliates	(78		)
Decrease in other liabilities	(32		)
Net cash flows provided by operating activities	20,173
Cash flows used in investing activities:
Proceeds from the sale of assets	128
Additions of building improvements and equipment	(874		)
Net cash flows used in investing activities	(746		)
Cash flows used in financing activities:
Debt repayments	(19,000		)
Equity distributions	(12,226		)
Net cash flows used in financing activities	(31,226		)
Net decrease in cash and cash equivalents	(11,799		)
Cash and cash equivalents - Beginning of period	49,296
Cash and cash equivalents - End of period	$	37,497

Supplemental non-cash investing information:
Capital expenditures included in accounts payable and accrued expenses	$	719

Supplemental other financing information:
Cash paid for interest	$	5,150

See notes to consolidated financial statements.

GREEKTOWN HOLDINGS, L.L.C.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2019

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Greektown Holdings, L.L.C. (together with its subsidiaries, known as "Greektown Holdings" or "the Company") was formed in September 2005 as a limited liability company. Greektown Holdings owns Greektown Casino, L.L.C. ("Greektown Casino") which is principally engaged in the operation of a casino gaming facility and hotel, known as Greektown Casino-Hotel that opened on November 10, 2000, within the city of Detroit. Greektown Casino operates under a license granted by the Michigan Gaming Control Board ("the MGCB") and the terms of a development agreement between Greektown Casino and the city of Detroit ("the Development Agreement").

Greektown Holdings is solely owned by Greektown Mothership LLC ("Greektown Mothership"). Greektown Mothership is the subsidiary of Athens Acquisition LLC ("Athens" or "Member"), DG Athens LLC and Hermelin Athens LLC. Daniel Gilbert is the principal owner of both Athens and DG Athens LLC.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of its wholly-owned subsidiaries after elimination of all intercompany balances and transactions. The Company consolidates into its financial statements the accounts of all wholly-owned subsidiaries and any partially-owned subsidiary that it has the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method and investments in affiliates of 20% or less are accounted for using the cost method.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are liquid investments with maturities of less than three months from the date of the purchase and are stated at the lower of cost or net realizable value. Throughout the year, cash and cash equivalents may exceed the insurance limits mandated by the Federal Deposit Insurance Corporation.

Concentrations of Risk

As of March 31, 2019, 1,289 of the Company's employees were covered by collective bargaining agreements, including a majority of the Company's hourly staff. The Detroit Casino Counsel union ("DCC") represents 1,189 union members. The Company, along with the DCC, ratified a five-year labor agreement in 2015. As of March 31, 2019, 87 of the Company's employees were represented by the International Union, Security, Police and Fire Professionals of America ("SPFPA"). The Company, along with the SPFPA, ratified a five-year labor agreement in 2016. As of March 31, 2019, 13 of the Company's employees were represented by the United Government Security Officers of America Local 265 (the "UGSOA"). The Company, along with the UGSOA, ratified a five-year labor agreement in March 2019.

Accounts Receivable

The Company's accounts receivable primarily consist of casino and building lessees' accounts receivable, hotel and related party receivables. Business or economic conditions or other significant events could affect the collectability of these accounts receivable. An allowance for doubtful accounts is determined to reduce the Company's accounts receivable to their carrying value, which approximates fair value. The allowance is estimated using specific reserves and applying percentages to aged accounts receivable based on historical collection rates, customer relationships and current economic conditions. The allowance for doubtful accounts at March 31, 2019 was $26,000. Accounts receivable are written off when management determines that an account is uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received.

Other Current Assets

Other current assets mainly include various prepayments and inventories. Inventories, which consist primarily of food, beverage and operating supplies, are stated at the lower of average cost or net realizable value. Prepaid expenses consist of payments made for items to be expensed over future periods. As of March 31, 2019, other current assets consisted of the following (in thousands):



Annual MGCB regulatory fee	$	6,929
Annual municipal service fee	2,433
Taxes	1,482
Insurance	1,193
Inventory	1,012
Marketing	715
Union bonuses	565
Other	1,208
	$	15,537

Land, Buildings and Equipment

Land, buildings and equipment are stated at historical cost, including capitalized interest on funds used to finance construction calculated at the borrowing rate applicable to the Company's long-term debt.

The Company capitalizes direct and indirect construction and development costs, including interest, insurance and other costs directly related and essential to the acquisition, development or construction of long-lived assets. Construction and development costs are capitalized while substantial activities are ongoing to prepare the assets for their intended use. The Company utilizes a threshold of $5,000 when considering items for capitalization.

Depreciation is provided using the straight-line method over the shorter of the estimated useful life of the asset or the related reasonably assured lease term, as follows:



Land improvements	12 years
Buildings and improvements	5 to 40 years
Furniture, fixtures and equipment	2.5 to 20 years

Upon retirement or sale, the cost of assets disposed and their related accumulated depreciation are removed from the Company's accounts. Any resulting gain or loss is credited or charged to operations. Maintenance and repairs are expensed when incurred while improvements are capitalized. The total amount expensed for maintenance and repairs was $603,000 for the three months ended March 31, 2019.

The Company reviews the carrying value of land improvements, buildings and improvements and furniture, fixtures and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If undiscounted expected future cash flows are less than the carrying value, an impairment loss would be recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. If an asset is currently under development, future cash flows include remaining construction costs. The Company had no impairment of land, buildings and equipment during the three months ended March 31, 2019.

Goodwill and Other Intangible Assets

Goodwill consists of the excess of the purchase price over the fair value of net assets acquired. The Company had $81,151,000 recorded as goodwill as of March 31, 2019.

Other intangible assets consist of casino development rights. Casino development rights are indefinite-lived intangible assets and are not amortized. The Company has $177,700,000 recorded as indefinite-lived intangible assets (other than goodwill) as of March 31, 2019.

On the first day of the fourth quarter of each year, the Company performs an annual assessment for impairment of goodwill

and other indefinite-lived intangible assets, or between annual tests if there is an indication of impairment. There were no goodwill or other intangible asset impairments during the three months ended March 31, 2019.

Loyalty Program

Greektown Casino sponsors a players club for its repeat customers. Members of the club earn points and complimentaries for playing Greektown Casino's electronic gaming devices and table games.

Club members may redeem points for cash and may also earn special coupons or awards, as determined by Greektown Casino. The Company estimates the cash value of points earned by club members and recognizes a related liability for any unredeemed points. The Company has adopted the provisions of Accounting Standards Codification ("ASC") 605, "Revenue Recognition." Accordingly, Greektown Casino has recognized the cash value of points earned as a direct reduction in casino revenue. For the three months ended March 31, 2019, this reduction totaled $1,581,000.

Club members may redeem complimentaries for various items, including bonus play, food, nonalcoholic beverages and hotel rooms, as determined by Greektown Casino. The Company estimates the cash value of the complimentaries earned by club members and recognizes a related liability for any unredeemed complimentaries. The cost of complimentaries related to bonus play is recorded as a direct reduction in Casino revenue and the cost of complimentaries related to food, nonalcoholic beverages, and hotel rooms are recorded in Casino expenses in the accompanying Consolidated Statement of Operations.

Equity Distribution

On March 15, 2019, the Company made an equity distribution to Greektown Holdings in the amount of $12,226,000.

Revenue Recognition and Promotional Allowance

Casino revenues include revenue from gaming related activities, such as table games, slot machines, and poker. Casino revenues are measured by the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in customers' possession.

Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. The Company accrues the incremental amount of progressive jackpots as the progressive machine is played and the progressive jackpot amount increases, with a corresponding reduction of gaming revenue.

Food and beverage, room, retail, parking and other revenues are recognized when services are performed. The retail value of food and beverage and other services provided by the casino directly and furnished to casino guests without charge is included in gross revenue and then deducted as casino promotional allowances. The estimated cost of providing such casino promotional allowance is included primarily in Casino expenses in the accompanying Consolidated Statement of Operations.

Estimated Retail Value of Casino Promotional Allowance (in thousands):



	Three months ended March 31, 2019
Food and beverage	$	2,000
Rooms	705
	$	2,705

Estimated Cost of Providing Promotional Allowance (in thousands):



	Three months ended March 31, 2019
Food and beverage	$	2,191
Rooms	397
	$	2,588

Advertising

The Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense was $1,037,000 for the three months ended March 31, 2019. The costs associated with such advertising activities are classified as General and administrative expenses in the accompanying Consolidated Statement of Operations.

Gaming and Other Taxes

The Company is subject to state and local gaming taxes based on gross gaming revenue in the jurisdiction in which it operates. The Company recognizes gaming tax expense based on the statutorily required percentage of revenue that must be paid to state and local jurisdictions. The Company records gaming tax expense at the Company's 19% gaming tax rate on adjusted gross daily gaming revenue. Municipal services fees are recorded at an amount equal to or greater of 1.25% of adjusted gross gaming receipts or $4,000,000 annually. Both of these taxes are recorded in Casino expenses in the accompanying Consolidated Statement of Operations and were $17,924,000 for the three months ended March 31, 2019.

The Company is required to pay a daily fee to the city of Detroit in the amount of 1.0% of adjusted gross receipts, increasing to 2.0% of adjusted gross receipts if adjusted gross receipts exceed $400,000,000 in any one calendar year. In addition, if and when adjusted gross receipts exceed $400,000,000, the Company will be required to pay $4,000,000 to the city of Detroit. The Company does not anticipate its adjusted gross receipts to exceed $400,000,000 during the calendar year ending 2019.

Income Taxes

The Company is a "disregarded entity" for federal and state income tax purposes. The accompanying financial statements do not include a provision for income taxes since any income or loss allocated to the Member is reportable for income tax purposes by the Member. The Company's income tax return and the amount of allocable income are subject to examination by federal and state taxing authorities. If an examination results in a change to the Company's income, the Member's tax may also change.

Fair Value of Financial Instruments

Fair value measurements affect the Company's accounting and impairment assessments of assets acquired in acquisitions, goodwill and other intangible assets. Fair value measurements also affect the accounting for certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy described in Note 3, "Fair Value Measurements."

The fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities approximates carrying value due to the short-term nature of these financial instruments.

New Accounting Standards Updates

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 was further amended by several ASUs for which the Company was affected. These ASUs included 2015-14, which deferred the effective date of ASU 2015-09 for one year, ASU 2016-10 which clarified guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard and ASU 2016-20 which represented a variety of minor corrections or minor improvements to the new revenue recognition standard. ASU 2014-09, as amended by ASU 2015-14, is effective for fiscal years beginning after December 15, 2018 with no requirement for interim reporting in the year of adoption. The Company anticipates that the adoption of this standard will principally affect (1) the presentation of promotional allowances within net revenue, (2) how liability associated with our Loyalty Program is measured, and (3) the classification and measurement of revenues and expenses between gaming; food, beverage and other. Additionally, subsequent to the adoption of the new revenue standard, food, beverage and other services furnished to guests on a complimentary basis will be measured at the estimated stand-alone selling prices and included as revenues within food, beverage, and other; as appropriate, in the Statement of Operations.

In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 requires management to recognize lease assets and lease liabilities on the balance sheet. Additional quantitative and qualitative disclosure to enhance the understanding of the amount, timing, and uncertainty of cash flows arising from leases is also required. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. The Company

is in the process of determining the effect that ASU 2016-02 will have on its results of operations, balance sheets or financial statement disclosures.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) and in November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash." ASU 2016-15 addresses specific cash flow classification issues including: debt prepayment or debt extinguishment costs; settlement of zero-coupon or similar debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; distributions received from equity method investees; and separately identifiable cash flows and application of the predominance principle. ASU 2016-18 requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Both ASU 2016-15 and ASU 2016-18 are effective for fiscal years beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019. The Company anticipates that the adoption of these standards will not have a material impact on its results of operations and balance sheets other than the presentation on the cash flow statements.

In June 2016, the FASB issued ASU 2016-13, "Account for Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the guidance on the impairment of financial instruments. This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses. In November 2018, ASU 2016-13 was amended by ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses." ASU 2018-19 clarifies that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842. The Company has not yet determined the effect that ASU 2018-19 will have on its results operations, balance sheets or financial statement disclosures.

In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. ASU 2018-15 is effective for annual periods beginning after December 15, 2020 and interim periods in annual periods beginning after December 15, 2021. The Company has not yet determined the effect that ASU 2018-15 will have on its results operations, balance sheets or financial statement disclosures.

NOTE 3 - FAIR VALUE MEASUREMENTS

The fair value hierarchy defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. ASC 820, "Fair Value Measurements and Disclosures," establishes three tiers, which prioritize the inputs used in measuring fair value as follows:


◦	Level 1: Observable inputs, such as, quoted prices in active markets for identical assets or liabilities.


◦	Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.


◦	Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity.

NOTE 4 - LAND, BUILDINGS AND EQUIPMENT, NET

Land, building, and equipment, net, as of March 31, 2019 consisted of the following (in thousands):



Land and land improvements	$	18,803
Buildings and improvements	325,007
Furniture, fixtures, and equipment	98,832
Capital leases	3,447
Construction in process	3,928
	450,017
Less: accumulated depreciation	(125,585		)
Less: accumulated amortization on capital leases	(326		)
Land, buildings and equipment, net	$	324,106

Depreciation expense for the three months ended March 31, 2019 was $5,334,000, including amortization of property under the capital lease. Depreciation and amortization expense within the accompanying Consolidated Statement of Operations also includes amortization of a leasehold liability.

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets as of March 31, 2019 consisted of the following (in thousands):



Non-amortizing intangible assets
Goodwill	$	81,151
Casino development rights	177,700
	$	258,851

No impairments were identified for the three months ended March 31, 2019.

NOTE 6 - ACCRUED EXPENSES

Accrued expenses as of March 31, 2019 consisted of the following (in thousands):



Payroll and other compensation	$	8,634
Loyalty program	1,805
Progressive liability	1,452
Taxes	1,321
Deposits and customer funds liability	817
Other accruals	1,439
	$	15,468

NOTE 7 - LONG-TERM DEBT

On April 25, 2017, the Company entered into a credit agreement ("Credit Agreement"), summarized as follows:


◦	$400,000,000 first lien term loan ("Term Loan"), with a maturity date of April 25, 2024, and an interest rate of 2.0% above the bank's alternative base rate or 3.0% above LIBOR, with a reduction to 2.75% above LIBOR after 0.50x deleveraging. There are quarterly installment payments of $1.0 million of principal, which began September 30, 2017. The net proceeds were advanced to Greektown Casino.


◦	$50,000,000 revolving loan facility ("Revolver") with a maturity date of April 25, 2022. The Revolver may be borrowed either as an ABR loan with an interest rate of 2.0% above the bank's alternative base rate or a Eurocurrency loan with an interest rate of 3.0% above LIBOR. There is an unused commitment fee of 0.5% per annum. Interest and unused commitment fees are payable quarterly.

The following table presents the Company's outstanding debt as of March 31, 2019 (in thousands):



	Maturity	Rate at March 31, 2019	Book Value as of March 31, 2019
Senior Financing (secured):
Term Loan	2024	5.25%	$	365,588
Revolver	2022	Variable	—
Total loans payable			365,588
Current portion of loans payable			(4,000		)
Long-term loans payable			$	361,588

Financing Obligations:
Capital leases	2036	—	$	4,176
Total financing obligations			$	4,176
Current portion of financing obligations			(132		)
Long-term financing obligations			$	4,044

As of March 31, 2019, the book value of the term loan is presented net of deferred financing costs and discounts of$9,412,000. Deferred financing costs of $312,000 associated with the Revolver are included in Deferred charges and other assets. Amortization of the Term Loan and Revolver deferred financing costs are calculated under the effective interest rate and straight line methods, respectively, and are included in Interest expense, net of interest capitalized in the accompanying Statement of Operations.

Capital Leases

The Company leases and subleases certain portions of its owned or leased facilities under non-cancelable operating leases. Rental income under these leases for the three months ended March 31, 2019 was $176,000. This amount is recorded within Retail, parking, and other revenues on the Consolidated Statement of Operations.

At March 31, 2019, future minimum rental payments required under non-cancelable leases with initial or remaining lease terms in excess of one year and lease and rental income, inclusive of a related party leasing arrangement discussed further in Note 10, "Related Party Transactions," were as follows (in thousands):



	Capital Lease Payments			Lease Income
Years ending March 31:
2020	$	394		$	705
2021	394			714
2022	394			662
2023	394			582
2024	394			586
Thereafter	4,995			2,725
Minimum lease payments	6,965			$	5,974
Less amount representing interest	(2,789		)
Total present value of net minimum obligation under capital lease (current and noncurrent) payments	4,176
Less obligation under capital lease - current portion payments	(132		)
Net present value of minimum capital lease payments: Obligation under capital lease noncurrent portion	$	4,044

Certain leases include escalation clauses relating to the Consumer Price Index, utilities, taxes and other operating expenses. The Company will receive additional rental income in future years based on those factors that cannot currently be estimated.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to various legal and administrative claims and proceedings related to personal injuries, employment matters and other matters arising in the normal course of business. The Company does not believe that the outcome of these matters will have a material adverse effect on the Company's financial condition or results of operations. The Company maintains what it believes is adequate insurance coverage to further mitigate the risk of most such claims and proceedings. However, such claims and proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the outcome of such claims and proceedings may not materially impact the Company's financial condition or results of operations. In addition, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

NOTE 9 - MICHIGAN GAMING CONTROL BOARD COVENANT

On April 25, 2017, the MGCB approved Greektown Holdings' financing. The MGCB's approval order ("the Order") provides that the Company and Greektown Casino (the "Greektown Entities") must demonstrate its continuing financial viability for as long as any indebtedness is outstanding under the Revolver and the Term Loan by complying with a minimum fixed charge coverage ratio maintenance covenant or a minimum of unfunded available cash.

Fixed Charge Coverage Ratio

The Order requires the Greektown Entities to maintain a ratio of earnings before interest, taxes, depreciation, and amortization ("EBITDA") to fixed charges (each as defined below) on the last day of each calendar quarter of not less than 1.05 to 1.00 ("Fixed Charge Coverage Ratio").

The Fixed Charge Coverage Ratio is measured on a trailing 12-month basis. The Order defines the ratio as the following:

(1)EBITDA for the measurement period then ending

(2)Fixed Charges (defined below) for the measurement period

For purposes of the Order, EBITDA means, for any period of determination, net income for the applicable period plus, without duplication and only to the extent deducted in determining net income, the following:

(1)Depreciation and amortization expense for such period

(2)Impairment and asset write-off expense for such period

(3)Interest expense, whether paid or accrued, for such period

(4)All income taxes for such period

(5)Any gains or losses for such period

(6)Net after-tax gains or losses for such period

(7)Asset advisory and services agreement fees and expenses for such period

(8)Ownership transition and termination benefit expense incurred prior to consummation of debt transaction

Fixed Charges means, for any period, the sum, without duplication, of the following:

(1)Interest expense for such period

(2)Principal payments on funded debt, excluding repayment of advances under the Revolver, for such period

(3)Distributions paid in cash for such period

(4)Unfinanced capital expenditures for such period

(5)Fees and expenses related to the asset advisory and services agreement

(6)All capitalized rent and lease expense for such period

(7)Income taxes payable in cash

If the Greektown Entities does not meet the requirements of the Fixed Charge Coverage Ratio, as defined, the Order requires the Company to possess more than $35,000,000 in Available Cash (defined below) ("Minimum Cash Requirement").

Available Cash means, for any period, unfinanced cash, minus accrued interest for such period, plus the amount available under the Revolver.

If the Greektown Entities fail to comply with these requirements and is not able to obtain a waiver from the MGCB, it could be subject to additional restrictions on its ability to operate its casino business, fines, and suspension or revocation of its gaming license. The revocation of the Company's gaming license or its suspension for more than a short time could result in an event of default under the Credit Agreement governing the Revolver and the Term Loan and could materially adversely affect or eliminate the Company's ability to generate revenue from its casino operations.

For the three months ended March 31, 2019, the Greektown Entities was in compliance with the Fixed Charge Coverage Ratio.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company entered into certain business transactions with entities related to the Member and other related parties. Such transactions include but are not limited to shared team members and shared administrative services. Certain due from or due to affiliates balances recorded on the Consolidated Balance Sheet are presented net as a valid right of offset exists.

Asset Advisory Fee

In 2014, the Company entered into an asset advisory services agreement with Jack Entertainment LLC ("JACK"), a company owned by a trust established by Daniel Gilbert. In connection with and as a condition of consummation of the Credit Agreement (refer to Note 7, "Long Term Debt"), a subordination of the asset advisory and services agreement was entered into with JACK. In 2017, the Company amended the asset advisory services agreement with JACK to change the monthly fee to 2% of the Company's monthly net revenues, as defined in the agreement, plus 5% of the Company's monthly earnings before interest, taxes, depreciation, and amortization, as defined in the agreement. Additionally, under the terms of the agreement JACK is able to bill for incremental executive and professional service fees. For the three months ended March 31, 2019, total asset advisory fees were $2,823,000 and executive and professional services fees were $164,000. The Asset Advisory Fee and executive and professional fees were recorded within Management Fees and General and administrative expenses on the Consolidated Statement of Operations, respectively.

Reimbursements

The asset advisory services agreement also enabled JACK to engage in various transactions related to costs on behalf of the Company. The Company reimburses JACK for these centrally paid costs. The amount owed to JACK for centrally paid costs was $510,000 as of March 31, 2019 and is included in Due to affiliates in the accompanying Consolidated Balance Sheet.

Greektown Casino has paid legal and marketing costs related to the Acquisition (as defined and discussed in Note 12, "Subsequent Events"), on behalf of Greektown Mothership. The amount owed from Greektown Mothership at March 31, 2019 is $110,000 and is included in Due from affiliates in the accompanying Consolidated Balance Sheet.

Lease Revenue

In 2016, the Company executed agreements with JACK to lease certain office space. For the three months ended March 31, 2019, $72,000 of lease revenue has been recorded within Retail, parking and other revenues on the Consolidated Statement of Operations. Included in the lease agreements is a total tenant allowance for $6,600,000 of which $2,500,000 was related to facility infrastructure improvements and, as such, is recorded in Land, building, and equipment of the Company in accordance with ASC 840, "Leases." In addition, the Company will recoup $4,100,000 of the tenant allowance through the lease payments from JACK. As of March 31, 2019, $3,212,000 of tenant allowance was recorded in Long term, Due from affiliates and $273,000 was recorded in Due to affiliates.

NOTE 11 - EMPLOYEE BENEFIT PLAN

The Company maintains a defined contribution retirement plan for all employees with certain eligibility requirements

as outlined in the plan document. Participants may contribute to the plan up to annual limits by the Internal Revenue Service. The Company contributes to the plan to match a portion of the employee contributions. The Company made contributions of $518,000 for the three months ended March 31, 2019.

NOTE 12 - SUBSEQUENT EVENTS

On May 23, 2019 (the "Closing Date"), Penn National Gaming, Inc. ("Penn"), a Pennsylvania corporation, acquired the membership interests of Greektown Holdings for an aggregate purchase price of approximately $300,000,000, subject to certain closing adjustments, pursuant to a transaction agreement among Penn Tenant III, LLC, a wholly-owned subsidiary of Penn ("OpCo Buyer"), VICI Properties L.P., a wholly-owned subsidiary of VICI Properties Inc. ("VICI"), and Greektown Mothership (the "Acquisition"). Immediately prior to the Acquisition, the Company sold the land and real estate assets relating to Greektown Casino to a subsidiary of VICI for an aggregate sales price of approximately $700,000,000. On the Closing Date, OpCo Buyer and VICI entered into a triple net lease agreement for the land and real estate assets used in the operations of Greektown Casino having an initial annual rent of $55,555,555 and an initial term of 15 years, with four five-year renewal options.

On May 14, 2019, the Company completed the sale of real estate to Monroe Street Company LLC, a related party, for a contract sales price of $1,000,000.

On April 26, 2019, the Company made a $16,000,000 principal payment on the Term Loan, reducing the outstanding principal to $359,000,000.

Management has evaluated subsequent events through July 23, 2019, the date the financial statements were available to be issued. Other than the items discussed above, there were no events identified that require recognition or disclosure in these financial statement or accompanying notes thereto.