-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SeQ2AdMGDV+/T9dvUMrTCptPHAAvB3VhBX5/e/ZIKjovMflCkl6HDaQ0rpY9JT8Q 55snsMGRY1VYh0ckoZ2fGg== 0000927016-01-501936.txt : 20010719 0000927016-01-501936.hdr.sgml : 20010719 ACCESSION NUMBER: 0000927016-01-501936 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010718 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHEGAN TRIBAL GAMING AUTHORITY CENTRAL INDEX KEY: 0001005276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 061436334 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-80655 FILM NUMBER: 1683869 BUSINESS ADDRESS: STREET 1: 27 CHURCH LANE CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 2038480545 8-K 1 d8k.txt FORM 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2001 ------------------------------- Mohegan Tribal Gaming Authority - -------------------------------------------------------------------------------- (Extract name of registrant as specified in its charter) Connecticut 033-80655 06-1436334 - -------------------------------------------------------------------------------- (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Mohegan Sun Boulevard, Uncasville, CT 06382 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 862-8000 ----------------------------- MOHEGAN TRIBAL GAMING AUTHORITY Form 8-K ITEM 5. OTHER EVENTS On July 18, 2001, the Mohegan Tribal Gaming Authority (the "Authority") released the Authority's financial results for the quarter ended June 30, 2001. A press release detailing such performance is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release-Third quarter ended June 30, 2001 operating results. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 18, 2001 By: /s/ Jeffrey E. Hartmann --------------------------------- Executive Vice President Finance/ Chief Financial Officer EXHIBIT INDEX The following designated exhibits are filed herewith: *99.1 Press Release- Third quarter ended June 30, 2001 operating results. EX-99.1 2 dex991.txt PRESS RELEASE THIRD QUARTER ENDED 06/30/2001 EXHIBIT 99.1 MOHEGAN TRIBAL GAMING AUTHORITY ANNOUNCES RECORD THIRD QUARTER OPERATING RESULTS Uncasville, Connecticut, July 18, 2001 - The Mohegan Tribal Gaming Authority ("Mohegan Sun") announced today operating results for the third quarter ended June 30, 2001. Highlights for the quarter were: . Achieved EBITDAR of $68.1 million, a 4.4 percent increase over the previous year's quarter . Generated gross revenues of $218.9 million. . Achieved a gross slot win per unit per day of $466 . Increased its Connecticut slot win market share to 43.4 percent, a 1.4 percent increase over the previous year's quarter . Announced an employer-paid retirement savings plan for all employees . Opened the "Hall of the Lost Tribes" smoke-free slot room Mohegan Sun reported third quarter income from operations before interest, depreciation, amortization, pre-opening costs and relinquishment fees earned by Trading Cove Associates ("EBITDAR") of $68.1 million. For the quarter ended June 30, 2000, Mohegan Sun achieved EBITDAR of $65.3 million. The results of operations for the comparative quarters exclude the results of Mohegan Sun High Stakes Bingo which ceased operations on November 29, 2000. The bingo results for both periods, which include payroll and other costs related to closing the High Stakes Bingo Hall, are reported in discontinued operations. Commenting on the results of operations, Mark Brown, Chairman of the Mohegan Tribal Council, said "The Management Board is extremely pleased with the casino's operating performance, which provides momentum for the opening of Project Sunburst". Chairman Brown attributes Mohegan Sun's success directly to the dedication and hard work of the Mohegan Sun employees. Net revenues for the quarter were $200.5 million, an increase of $15.7 million, or 8.5 percent, over the same period last year. Third quarter revenues include a gross slot win per unit per day of $466 versus $497 for the same period last year. The decrease in win per unit is attributed to the opening of the Hall of the Lost Tribes smoke-free slot room, which added approximately 637 slot machines, an increase of approximately 20 percent. Third quarter gross slot revenue of $150.5 million increased by 10.0 percent over the same period last year. During the same period the Connecticut slot market increased by 6.3 percent. Mohegan Sun management is also pleased with the 6.2 percent third quarter growth in table games revenue. Mohegan Sun management attributes the solid third quarter operating performance to the excitement created from the opening of the Hall of the Lost Tribes and the outstanding levels of service by its 6,000 employees. Management is also pleased with the 4.4 percent increase in EBITDAR over the quarter ended June 30, 2000, particularly as Mohegan Sun is in the height of Project Sunburst construction. Mohegan Sun achieved EBITDAR of $183.6 million for the nine months ended June 30, 2001, an increase of $.2 million over the same period last year. The increase over the nine months ended June 30, 2000, was attainable despite higher employee headcounts in preparation for the opening of Project Sunburst and increased labor and benefit costs. Additional expenses for the nine months ended June 30, 2001 included marketing and advertising that have driven incremental patronage, expanding Mohegan Sun brand awareness and market share. Net revenues for the nine-month period were $571.4 million, an increase of $31.1 million, or 5.8 percent, over the same period last year. For the nine-months ended June 30, 2001, Mohegan Sun averaged a gross slot win per unit per day of $478 compared to $472 in the same period in the prior year. Gross slot revenues were $417.7 million for the nine-months ended June 30, 2001, representing an increase of $26.7 million or 6.8 percent over the prior year. Human Capital As part of its efforts to be the employer of choice, Mohegan Sun is offering an employer-paid retirement savings plan to employees based on hours worked. This plan is in addition to Mohegan Sun's current 401(k) plan and was effective July 2, 2001. "This retirement program along with many other employee benefits and services will allow Mohegan Sun to attract and retain the most talented workforce in this region and strive to become the model employer in this area and throughout the entire gaming industry," said Bill Velardo, President and General Manager. Project Sunburst Mohegan Sun spent $147.9 million, excluding capitalized interest, during the quarter on Project Sunburst, the $960 million expansion of Mohegan Sun. The Casino of the Sky is expected to offer 2,550 slot machines and 80 table games. Project Sunburst is expected to also feature a 1,200-room luxury hotel, 100,000 square feet of convention space, a 10,000-seat arena, approximately 37 retail stores such as Brookstone, Discovery Channel and Lux, Bond and Green, seven full service restaurants including Todd English's Figs, Michael Jordan - The Steak House, Michael Jordan's 23, Jasper White's Summer Shack, Big Bubba's BBQ, Johnny Rockets and seven quick service food outlets. The Casino of the Sky, Shops at Mohegan Sun and Mohegan Sun arena are expected to open in late September 2001. The luxury hotel and convention spaces are expected to open in April 2002. Mohegan Sun has expended $616.0 million of the $960.0 million budgeted for Project Sunburst through June 30, 2001, excluding capitalized interest. Cumulative Project Sunburst spending through fiscal year 2001 is anticipated to be $774.5 million. Mohegan Sun and its Project Developer, Trading Cove Associates, remain confident that Project Sunburst will be completed within the $960.0 million budget. A significant milestone of Project Sunburst occurred on June 8, 2001, with the placement of a 9,400-pound beam of structural steel, which topped off the new 34-story, 1,200-room luxury hotel. Smoke-free Slots On April 18, 2001 the highly thematic Hall of the Lost Tribes smoke-free gaming venue opened featuring 637 slot machines, quick-service food and beverage concessions, and a new cocktail bar with video poker. The Hall of the Lost Tribes is located in the former High Stakes Bingo Hall. The Hall of the Lost Tribes was completed for $18.0 million, which is $2.0 million below the $20.0 million original budget. Other Capital Spending For the three months ended June 30, 2001, property maintenance capital expenditures for furniture, fixtures and equipment totaled $2.3 million. Property maintenance expenditures are anticipated to be $10.6 million for the remaining three months of fiscal year 2001. Construction continued on the $35.0 million electrical and water systems infrastructure ("Infrastructure Improvements") that will service Mohegan Sun and other facilities. The construction is expected to be complete concurrent with the opening of Project Sunburst. During the quarter, $2.8 million was spent on the Infrastructure Improvements. Cumulative Infrastructure Improvements total $23.7 million as of June 30, 2001. Anticipated Infrastructure Improvements spending for the final three months of fiscal 2001 is $11.3 million. Capital spending on the $10.0 million Employee Daycare facility and $50.0 million patron parking facility for the year ending September 30, 2001 is anticipated to be $1.0 million and $8.0 million, respectively. Expenditures on the Employee Daycare facility totaled $68,000 through June 30, 2001. There was no spending on the patron parking facility project for the quarter. Liquidity Cash and Cash equivalents at June 30, 2001 were $76.2 million compared to $115.7 million at September 30, 2000. As of June 30, 2001, Mohegan Sun has $274.0 million outstanding under the $500 million Bank Credit Facility. Mohegan Sun anticipates it will issue an additional $150.0 million of subordinated notes or a term loan by September 30, 2001. The $27.6 million due from the Mohegan Tribe is anticipated to be repaid by September 30, 2001. Management believes that existing cash balances, financing arrangements, operating cash flow and anticipated capital raising activities will provide Mohegan Sun with sufficient resources to meet its existing debt obligations, relinquishment payments, tribal distributions, and foreseeable capital expenditure requirements with respect to current operations and Project Sunburst for at least the next twelve months. Additional news and information on Mohegan Sun can be found at www.mohegansun.com. Some information included in this press release and other materials filed by the Mohegan Tribal Gaming Authority (the "Authority") with the Securities and Exchange Commission contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements included information relating to plans for future expansion and other business development activities, as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Authority. These risks and uncertainties include, but are not limited to, those relating to development and construction activities, dependence on existing management, leverage and debt service, domestic or global economic conditions, pending litigation, changes in federal tax laws or the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions). Additional information concerning potential factors that could affect the Authority's financial results are included in the Authority's Form 10-K for the fiscal year ended September 30, 2000. Press Release Contact: Jeff Hartmann Mohegan Tribal Gaming Authority Executive Vice President, Uncasville, Connecticut Chief Financial Officer July 18, 2001 (860) 862-8000 Mohegan Tribal Gaming Authority ------------------------------- Selected Financial Results -------------------------- (dollars in thousands except slot win per unit per day) -------------------------------------------------------
--------------------------------------- For the For the Quarter Ended Quarter Ended June 30, 2001 June 30, 2000 ------------- ------------- (unaudited) (unaudited) Net Revenue $200,542 $184,809 Operating Income 55,897 56,390 Pre-Opening Costs 3,724 1,381 TCA Relinquishment Fees 10,946 10,078 Interest Incurred 13,467 10,864 EBITDAR (1) 68,124 65,271 EBITDA (2) 57,178 55,193 EBITDAR Margin 34.0% 35.3% EBITDA Margin 28.5% 29.9% Slot Win Per Unit Per Day $ 466 $ 497 --------------------------------------- For the For the Nine Months Ended Nine Months Ended June 30, 2001 June 30, 2000 ------------- ------------- (unaudited) (unaudited) Net Revenue $571,412 $540,329 Operating Income 154,488 143,539 Pre-Opening Costs 7,040 3,398 TCA Management/Relinquishment Fees 31,243 33,607 Interest Incurred 35,993 36,893 EBITDAR (1) 183,553 183,357 EBITDA (2) 152,310 149,750 EBITDAR Margin 32.1% 33.9% EBITDA Margin 26.7% 27.7% Slot Win Per Unit Per Day $ 478 $ 472
(1) EBITDAR represents income from operations before interest, depreciation, amortization, pre-opening costs and fees earned by Trading Cove Associates pursuant to the Management and Relinquishment Agreements. (2) EBITDA represents income from operations before interest, depreciation, amortization and pre-opening costs, less fees earned by Trading Cove Associates pursuant to the Management and Relinquishment Agreements. Mohegan Tribal Gaming Authority ------------------------------- Balance Sheets -------------- (in thousands) --------------
June 30 September 30, 2001 2000 ----------- ----------- (unaudited) ASSETS ------ Current assets: Cash and cash equivalents $ 76,239 $ 115,731 Receivables, net 7,891 7,161 Due from Tribe 27,637 824 Inventories 9,217 7,577 Other current assets 5,904 4,478 ----------- ----------- Total current assets 126,888 135,771 Non-current assets: Property and equipment, net 350,424 338,243 Construction in process 640,554 264,999 Trademark, net 120,551 123,128 Other assets, net 18,444 23,238 ----------- ----------- Total assets $ 1,256,861 $ 885,379 =========== =========== LIABILITIES AND CAPITAL ----------------------- Current liabilities: Current portion of capital lease obligations $ 1,739 $ 4,055 Current portion of relinquishment liability 46,897 56,646 Accounts payable and accrued expenses 79,986 57,601 Accrued interest payable 21,540 10,625 ----------- ----------- Total current liabilities 150,162 128,927 Non-current liabilities: Long-term debt 774,000 500,000 Relinquishment liability 626,736 616,234 Capital lease obligations, net of current portion 222 2,336 Other long-term liabilities 45 -- ----------- ----------- Total liabilities 1,551,165 1,247,497 ----------- ----------- Commitments and contingencies Capital: Retained Earnings (Deficit) (292,733) (362,118) Accumulated other comprehensive loss (1,571) -- ----------- ----------- (294,304) (362,118) ----------- ----------- Total liabilities and capital $ 1,256,861 $ 885,379 =========== ===========
Mohegan Tribal Gaming Authority Statements of Income (in thousands)
For the For the For the For the Quarter Ended Quarter Ended Nine Months Ended Nine Months Ended June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000 ------------- ------------- ------------- ------------- (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Gaming $ 192,053 $ 177,993 $ 547,616 $ 518,512 Food and beverage 12,849 11,242 34,610 34,239 Retail and other 14,014 12,286 42,590 38,319 --------- --------- --------- --------- Gross revenues 218,916 201,521 624,816 591,070 Less - Promotional allowances (18,374) (16,712) (53,404) (50,741) --------- --------- --------- --------- Net revenues 200,542 184,809 571,412 540,329 --------- --------- --------- --------- Cost and expenses: Gaming 86,965 78,108 243,123 225,527 Food and beverage 6,442 5,565 18,462 17,429 Retail and other 7,002 3,771 22,476 15,896 General and administration 32,009 32,094 103,798 98,120 Pre-opening costs 3,724 1,381 7,040 3,398 Management fee -- -- -- 13,634 Depreciation and amortization 8,503 7,500 22,025 22,786 --------- --------- --------- --------- Total costs and expenses 144,645 128,419 416,924 396,790 --------- --------- --------- --------- Income from operations 55,897 56,390 154,488 143,539 --------- --------- --------- --------- Other income (expense): Relinquishment liability reassessment (8,958) (5,763) (26,874) (17,290) Interest and other income 648 2,892 2,390 10,437 Interest expense, net (6,011) (8,132) (17,826) (31,291) Loss on Disposition of Assets (114) -- (114) -- Change in fair value of derivative instruments (810) -- (2,088) -- --------- --------- --------- --------- (15,245) (11,003) (44,512) (38,144) --------- --------- --------- --------- Income from continuing operations 40,652 45,387 109,976 105,395 Loss from discontinued operations (64) (159) (591) (465) --------- --------- --------- --------- Net income $ 40,588 $ 45,228 $ 109,385 $ 104,930 ========= ========= ========= =========
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