x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Not Applicable | 06-1436334 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
One Mohegan Sun Boulevard, Uncasville, CT | 06382 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer x | Smaller reporting company o |
Page Number | ||
PART I. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 1. | ||
Item 1A. | ||
Item 6. | ||
Signatures. |
June 30, 2011 | September 30, 2010 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 65,725 | $ | 63,897 | |||
Restricted cash | 3,258 | 1,246 | |||||
Receivables, net | 23,798 | 24,154 | |||||
Inventories | 14,964 | 14,519 | |||||
Other current assets | 29,532 | 26,062 | |||||
Total current assets | 137,277 | 129,878 | |||||
Non-current assets: | |||||||
Property and equipment, net | 1,538,507 | 1,573,153 | |||||
Goodwill | 39,459 | 39,459 | |||||
Other intangible assets, net | 406,440 | 406,747 | |||||
Other assets, net | 50,774 | 51,386 | |||||
Total assets | $ | 2,172,457 | $ | 2,200,623 | |||
LIABILITIES AND CAPITAL | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 755,114 | $ | 25,397 | |||
Current portion of relinquishment liability | 75,902 | 69,031 | |||||
Due to Mohegan Tribe | 10,600 | 10,000 | |||||
Current portion of capital leases | 700 | 681 | |||||
Trade payables | 19,835 | 18,275 | |||||
Construction payables | 8,720 | 14,408 | |||||
Accrued interest payable | 27,806 | 26,849 | |||||
Other current liabilities | 143,489 | 140,407 | |||||
Total current liabilities | 1,042,166 | 305,048 | |||||
Non-current liabilities: | |||||||
Long-term debt, net of current portion | 819,259 | 1,596,122 | |||||
Relinquishment liability, net of current portion | 128,873 | 161,692 | |||||
Capital leases, net of current portion | 4,815 | 5,349 | |||||
Other long-term liabilities | 1,300 | 368 | |||||
Total liabilities | 1,996,413 | 2,068,579 | |||||
Commitments and Contingencies | |||||||
Capital: | |||||||
Retained earnings | 173,091 | 129,476 | |||||
Mohegan Tribal Gaming Authority capital | 173,091 | 129,476 | |||||
Non-controlling interests | 2,953 | 2,568 | |||||
Total capital | 176,044 | 132,044 | |||||
Total liabilities and capital | $ | 2,172,457 | $ | 2,200,623 |
For the | For the | For the | For the | ||||||||||||
Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||
June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | ||||||||||||
Revenues: | |||||||||||||||
Gaming | $ | 328,317 | $ | 321,119 | $ | 952,418 | $ | 950,081 | |||||||
Food and beverage | 22,446 | 23,925 | 65,669 | 70,078 | |||||||||||
Hotel | 9,134 | 9,369 | 26,788 | 27,875 | |||||||||||
Retail, entertainment and other | 29,123 | 27,796 | 77,947 | 83,022 | |||||||||||
Gross revenues | 389,020 | 382,209 | 1,122,822 | 1,131,056 | |||||||||||
Less-Promotional allowances | (27,641 | ) | (28,130 | ) | (77,894 | ) | (82,871 | ) | |||||||
Net revenues | 361,379 | 354,079 | 1,044,928 | 1,048,185 | |||||||||||
Operating costs and expenses: | |||||||||||||||
Gaming | 198,923 | 204,593 | 587,247 | 603,344 | |||||||||||
Food and beverage | 10,421 | 11,742 | 30,861 | 33,711 | |||||||||||
Hotel | 3,413 | 3,504 | 9,906 | 10,581 | |||||||||||
Retail, entertainment and other | 9,081 | 8,471 | 23,247 | 26,448 | |||||||||||
Advertising, general and administrative | 52,978 | 52,121 | 151,400 | 152,551 | |||||||||||
Corporate | 3,856 | 4,916 | 12,163 | 13,293 | |||||||||||
Depreciation and amortization | 22,621 | 23,154 | 68,451 | 72,134 | |||||||||||
Severance | (11 | ) | — | 244 | — | ||||||||||
Pre-opening | — | 1,651 | — | 2,179 | |||||||||||
Total operating costs and expenses | 301,282 | 310,152 | 883,519 | 914,241 | |||||||||||
Income from operations | 60,097 | 43,927 | 161,409 | 133,944 | |||||||||||
Other income (expense): | |||||||||||||||
Accretion of discount to the relinquishment liability | (2,842 | ) | (3,856 | ) | (8,525 | ) | (11,569 | ) | |||||||
Interest income | 665 | 647 | 2,063 | 1,999 | |||||||||||
Interest expense, net of capitalized interest | (29,378 | ) | (29,290 | ) | (88,837 | ) | (87,158 | ) | |||||||
Loss on early extinguishment of debt | — | — | — | (1,584 | ) | ||||||||||
Write-off of debt issuance costs | — | — | — | (338 | ) | ||||||||||
Other income (expense), net | 118 | (437 | ) | (226 | ) | (928 | ) | ||||||||
Total other expense | (31,437 | ) | (32,936 | ) | (95,525 | ) | (99,578 | ) | |||||||
Net income | 28,660 | 10,991 | 65,884 | 34,366 | |||||||||||
Loss attributable to non-controlling interests | 486 | 627 | 1,400 | 1,683 | |||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ | 29,146 | $ | 11,618 | $ | 67,284 | $ | 36,049 |
Total | Mohegan Tribal Gaming Authority | Non-controlling Interests | |||||||||
Balance, March 31, 2011 | $ | 161,659 | $ | 158,526 | $ | 3,133 | |||||
Contributions from members | 306 | — | 306 | ||||||||
Net income (loss) | 28,660 | 29,146 | (486 | ) | |||||||
Distributions to Mohegan Tribe | (14,581 | ) | (14,581 | ) | — | ||||||
Balance, June 30, 2011 | $ | 176,044 | $ | 173,091 | $ | 2,953 | |||||
Balance, September 30, 2010 | $ | 132,044 | $ | 129,476 | $ | 2,568 | |||||
Contributions from members | 1,785 | — | 1,785 | ||||||||
Net income (loss) | 65,884 | 67,284 | (1,400 | ) | |||||||
Distributions to Mohegan Tribe | (23,669 | ) | (23,669 | ) | — | ||||||
Balance, June 30, 2011 | $ | 176,044 | $ | 173,091 | $ | 2,953 | |||||
Balance, March 31, 2010 | $ | 165,120 | $ | 161,836 | $ | 3,284 | |||||
Contributions from members | 256 | — | 256 | ||||||||
Net income (loss) | 10,991 | 11,618 | (627 | ) | |||||||
Distributions to Mohegan Tribe | (10,207 | ) | (10,207 | ) | — | ||||||
Balance, June 30, 2010 | $ | 166,160 | $ | 163,247 | $ | 2,913 | |||||
Balance, September 30, 2009 | $ | 179,685 | $ | 175,855 | $ | 3,830 | |||||
Contributions from members | 766 | — | 766 | ||||||||
Net income (loss) | 34,366 | 36,049 | (1,683 | ) | |||||||
Distributions to Mohegan Tribe | (48,657 | ) | (48,657 | ) | — | ||||||
Balance, June 30, 2010 | $ | 166,160 | $ | 163,247 | $ | 2,913 |
For the | For the | ||||||
Nine Months Ended | Nine Months Ended | ||||||
June 30, 2011 | June 30, 2010 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net income | $ | 65,884 | $ | 34,366 | |||
Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||
Depreciation and amortization | 68,451 | 72,134 | |||||
Accretion of discount to the relinquishment liability | 8,525 | 11,569 | |||||
Cash paid for accretion of discount to the relinquishment liability | (8,119 | ) | (10,891 | ) | |||
Amortization of debt issuance costs | 5,365 | 5,417 | |||||
Accretion of bond discount | 488 | 392 | |||||
Amortization of net deferred gain on settlement of derivative instruments | (351 | ) | (350 | ) | |||
Provision for losses on receivables | 2,602 | 2,384 | |||||
Net loss on disposition of assets | 249 | 743 | |||||
Loss on early extinguishment of debt | — | 1,584 | |||||
Write-off of debt issuance costs | — | 338 | |||||
Changes in operating assets and liabilities: | |||||||
Increase in receivables | (1,578 | ) | (1,515 | ) | |||
Increase in inventories | (445 | ) | (240 | ) | |||
(Increase) decrease in other assets | (5,759 | ) | 397 | ||||
Increase (decrease) in trade payables | 1,560 | (2,446 | ) | ||||
Increase in other liabilities | 2,219 | 21,788 | |||||
Net cash flows provided by operating activities | 139,091 | 135,670 | |||||
Cash flows provided by (used in) investing activities: | |||||||
Purchases of property and equipment, net of decrease in construction payables of $5,688 and $8,795, respectively | (39,701 | ) | (37,355 | ) | |||
Payment of table games authorization fee | — | (16,500 | ) | ||||
Proceeds from Commonwealth of Pennsylvania’s facility improvement grant | — | 1,000 | |||||
Issuance of third-party loans and advances | (595 | ) | (866 | ) | |||
Payments received on third-party loans | 186 | 162 | |||||
Decrease in restricted cash, net | 163 | 1,271 | |||||
Proceeds from asset sales | 281 | 14 | |||||
Net cash flows used in investing activities | (39,666 | ) | (52,274 | ) | |||
Cash flows provided by (used in) financing activities: | |||||||
Bank Credit Facility borrowings - revolving loan | 270,000 | 259,000 | |||||
Bank Credit Facility repayments - revolving loan | (318,000 | ) | (298,000 | ) | |||
Bank Credit Facility repayments - term loan | — | (147,000 | ) | ||||
Salishan-Mohegan Bank Credit Facility borrowings - revolving loan | 250 | 1,250 | |||||
Line of Credit borrowings | 412,909 | 372,808 | |||||
Line of Credit repayments | (411,442 | ) | (378,459 | ) | |||
Borrowings from Mohegan Tribe | 600 | — | |||||
Proceeds from issuance of Second Lien Senior Secured Notes, net of discount | — | 192,468 | |||||
Payments on long-term debt | (1,000 | ) | (1,000 | ) | |||
Principal portion of relinquishment liability payments | (26,354 | ) | (24,662 | ) | |||
Distributions to Mohegan Tribe | (23,669 | ) | (48,657 | ) | |||
Capitalized debt issuance costs | (2,161 | ) | (8,179 | ) | |||
Payments on capital lease obligations | (515 | ) | (753 | ) | |||
Non-controlling interest contributions | 1,785 | 766 | |||||
Net cash flows used in financing activities | (97,597 | ) | (80,418 | ) | |||
Net increase in cash and cash equivalents | 1,828 | 2,978 | |||||
Cash and cash equivalents at beginning of period | 63,897 | 64,664 | |||||
Cash and cash equivalents at end of period | $ | 65,725 | $ | 67,642 | |||
Supplemental disclosure: | |||||||
Cash paid during the period for interest | $ | 82,377 | $ | 71,639 |
• | Level 1—Quoted prices for identical assets or liabilities in active markets; |
• | Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and |
• | Level 3—Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Authority's estimates or assumptions that market participants would utilize in pricing such assets or liabilities. |
June 30, 2011 | |||||||
Carrying Value | Fair Value | ||||||
Bank Credit Facility | $ | 479,000 | $ | 461,636 | |||
2009 11 1/2% Second Lien Senior Secured Notes | $ | 193,502 | $ | 205,376 | |||
2005 6 1/8% Senior Unsecured Notes | $ | 250,000 | $ | 207,970 | |||
2001 8 3/8% Senior Subordinated Notes | $ | 2,010 | $ | 1,634 | |||
2002 8% Senior Subordinated Notes | $ | 250,000 | $ | 203,283 | |||
2004 7 1/8% Senior Subordinated Notes | $ | 225,000 | $ | 154,548 | |||
2005 6 7/8% Senior Subordinated Notes | $ | 150,000 | $ | 100,407 |
Mohegan Sun | Corporate | Total | |||||||||
Balance, March 31, 2011 | $ | 1,618 | $ | 9 | $ | 1,627 | |||||
Adjustments | (11 | ) | — | (11 | ) | ||||||
Cash payments | (830 | ) | (9 | ) | (839 | ) | |||||
Balance, June 30, 2011 | $ | 777 | $ | — | $ | 777 | |||||
Balance, September 30, 2010 | $ | 9,801 | $ | 35 | $ | 9,836 | |||||
Adjustments | 242 | 2 | 244 | ||||||||
Cash payments | (9,266 | ) | (37 | ) | (9,303 | ) | |||||
Balance, June 30, 2011 | $ | 777 | $ | — | $ | 777 |
Long-Term Receivables | |||||||||||
Affiliates (1) | Tenants | Total | |||||||||
Balance, March 31, 2011 | $ | 44,903 | $ | 1,412 | $ | 46,315 | |||||
Additions: | |||||||||||
Issuance of affiliate advances and tenant loans | 888 | — | 888 | ||||||||
Deductions: | |||||||||||
Payments received | — | (63 | ) | (63 | ) | ||||||
Balance, June 30, 2011 | $ | 45,791 | $ | 1,349 | $ | 47,140 | |||||
Balance, September 30, 2010 | $ | 43,205 | $ | 2,468 | $ | 45,673 | |||||
Additions: | |||||||||||
Issuance of affiliate advances and tenant loans | 2,586 | — | 2,586 | ||||||||
Deductions: | |||||||||||
Payments received | — | (186 | ) | (186 | ) | ||||||
Other | — | (933 | ) | (933 | ) | ||||||
Balance, June 30, 2011 | $ | 45,791 | $ | 1,349 | $ | 47,140 |
(1) | Includes interest receivable of $17.8 million, $17.2 million and $15.8 million as of June 30, 2011, March 31, 2011 and September 30, 2010, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010. |
Reserves for Doubtful Collection of Long-Term Receivables | |||||||||||
Affiliates | Tenants | Total | |||||||||
Balance, March 31, 2011 | $ | 19,716 | $ | 85 | $ | 19,801 | |||||
Additions: | |||||||||||
Charges to bad debt expense | 258 | — | 258 | ||||||||
Deductions: | |||||||||||
Adjustments | — | (4 | ) | (4 | ) | ||||||
Balance, June 30, 2011 | $ | 19,974 | $ | 81 | $ | 20,055 | |||||
Balance, September 30, 2010 | $ | 19,215 | $ | 149 | $ | 19,364 | |||||
Additions: | |||||||||||
Charges to bad debt expense | 759 | — | 759 | ||||||||
Deductions: | |||||||||||
Adjustments | — | (68 | ) | (68 | ) | ||||||
Balance, June 30, 2011 | $ | 19,974 | $ | 81 | $ | 20,055 |
June 30, 2011 | September 30, 2010 | ||||||
Bank Credit Facility, due March 2012 | $ | 479,000 | $ | 527,000 | |||
2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $6,498 and $6,986, respectively | 193,502 | 193,014 | |||||
2005 6 1/8% Senior Unsecured Notes, due February 2013 | 250,000 | 250,000 | |||||
2001 8 3/8% Senior Subordinated Notes, due July 2011 | 2,010 | 2,010 | |||||
2002 8% Senior Subordinated Notes, due April 2012 | 250,000 | 250,000 | |||||
2004 7 1/8% Senior Subordinated Notes, due August 2014 | 225,000 | 225,000 | |||||
2005 6 7/8% Senior Subordinated Notes, due February 2015 | 150,000 | 150,000 | |||||
Line of Credit, due September 2011 | 8,854 | 7,387 | |||||
Salishan-Mohegan Bank Credit Facility, due October 2011 | 15,250 | 15,000 | |||||
Mohegan Tribe Promissory Note, due October 2011 | 10,000 | 10,000 | |||||
Mohegan Tribe Credit Facility, due October 2011 | 600 | — | |||||
WNBA Promissory Note | — | 1,000 | |||||
Subtotal | 1,584,216 | 1,630,411 | |||||
Plus: net deferred gain on derivative instruments sold | 757 | 1,108 | |||||
Long-term debt, excluding capital leases | 1,584,973 | 1,631,519 | |||||
Less: current portion of long-term debt | (765,714 | ) | (35,397 | ) | |||
Long-term debt, net of current portion | $ | 819,259 | $ | 1,596,122 |
For the Nine Months Ended | |||||||
June 30, 2011 | June 30, 2010 | ||||||
Principal | $ | 26.3 | $ | 24.7 | |||
Accretion of discount | 8.1 | 10.9 | |||||
Total | $ | 34.4 | $ | 35.6 |
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||
June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | ||||||||||||
Net revenues: | |||||||||||||||
Mohegan Sun | $ | 284,289 | $ | 286,824 | $ | 822,284 | $ | 858,994 | |||||||
Mohegan Sun at Pocono Downs | 77,090 | 67,255 | 222,644 | 189,191 | |||||||||||
Total | 361,379 | 354,079 | 1,044,928 | 1,048,185 | |||||||||||
Income (loss) from operations: | |||||||||||||||
Mohegan Sun | 56,316 | 45,221 | 152,107 | 137,507 | |||||||||||
Mohegan Sun at Pocono Downs | 7,677 | 3,648 | 21,590 | 9,796 | |||||||||||
Corporate | (3,896 | ) | (4,942 | ) | (12,288 | ) | (13,359 | ) | |||||||
Total | 60,097 | 43,927 | 161,409 | 133,944 | |||||||||||
Accretion of discount to the relinquishment liability | (2,842 | ) | (3,856 | ) | (8,525 | ) | (11,569 | ) | |||||||
Interest income | 665 | 647 | 2,063 | 1,999 | |||||||||||
Interest expense, net of capitalized interest | (29,378 | ) | (29,290 | ) | (88,837 | ) | (87,158 | ) | |||||||
Loss on early extinguishment of debt | — | — | — | (1,584 | ) | ||||||||||
Write-off of debt issuance costs | — | — | — | (338 | ) | ||||||||||
Other income (expense), net | 118 | (437 | ) | (226 | ) | (928 | ) | ||||||||
Net income | 28,660 | 10,991 | 65,884 | 34,366 | |||||||||||
Loss attributable to non-controlling interests | 486 | 627 | 1,400 | 1,683 | |||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ | 29,146 | $ | 11,618 | $ | 67,284 | $ | 36,049 |
For the Nine Months Ended | |||||||
June 30, 2011 | June 30, 2010 | ||||||
Capital expenditures incurred: | |||||||
Mohegan Sun | $ | 29,889 | $ | 16,835 | |||
Mohegan Sun at Pocono Downs | 4,124 | 11,725 | |||||
Total | $ | 34,013 | $ | 28,560 | |||
June 30, 2011 | September 30, 2010 | ||||||
Total assets: | |||||||
Mohegan Sun | $ | 1,505,998 | $ | 1,532,842 | |||
Mohegan Sun at Pocono Downs | 592,391 | 599,702 | |||||
Corporate | 74,068 | 68,079 | |||||
Total | $ | 2,172,457 | $ | 2,200,623 |
June 30, 2011 | |||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||
Property and equipment, net | $ | 1,270,696 | $ | 79 | $ | 247,781 | $ | 247,860 | $ | 19,951 | $ | — | $ | 1,538,507 | |||||||||||||
Intercompany receivables | 509,186 | — | 12,746 | 12,746 | — | (521,932 | ) | — | |||||||||||||||||||
Investment in subsidiaries | 80,648 | — | 2,841 | 2,841 | — | (83,489 | ) | — | |||||||||||||||||||
Other intangible assets, net | 120,765 | 3,949 | 281,726 | 285,675 | — | — | 406,440 | ||||||||||||||||||||
Other assets, net | 123,621 | 266 | 76,587 | 76,853 | 27,036 | — | 227,510 | ||||||||||||||||||||
Total assets | $ | 2,104,916 | $ | 4,294 | $ | 621,681 | $ | 625,975 | $ | 46,987 | $ | (605,421 | ) | $ | 2,172,457 | ||||||||||||
LIABILITIES AND CAPITAL | |||||||||||||||||||||||||||
Current liabilities | $ | 977,262 | $ | 1,951 | $ | 34,504 | $ | 36,455 | $ | 17,849 | $ | — | $ | 1,031,566 | |||||||||||||
Due to Mohegan Tribe | — | — | — | — | 10,600 | — | 10,600 | ||||||||||||||||||||
Long-term debt and capital leases, net of current portions | 824,074 | — | — | — | — | — | 824,074 | ||||||||||||||||||||
Relinquishment liability, net of current portion | 128,873 | — | — | — | — | — | 128,873 | ||||||||||||||||||||
Intercompany payables | — | — | 509,186 | 509,186 | 12,746 | (521,932 | ) | — | |||||||||||||||||||
Other long-term liabilities | 1,300 | — | — | — | — | — | 1,300 | ||||||||||||||||||||
Total liabilities | 1,931,509 | 1,951 | 543,690 | 545,641 | 41,195 | (521,932 | ) | 1,996,413 | |||||||||||||||||||
Mohegan Tribal Gaming Authority capital | 173,407 | 2,343 | 77,991 | 80,334 | 5,792 | (86,442 | ) | 173,091 | |||||||||||||||||||
Non-controlling interests | — | — | — | — | — | 2,953 | 2,953 | ||||||||||||||||||||
Total liabilities and capital | $ | 2,104,916 | $ | 4,294 | $ | 621,681 | $ | 625,975 | $ | 46,987 | $ | (605,421 | ) | $ | 2,172,457 |
September 30, 2010 | |||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||
Property and equipment, net | $ | 1,298,112 | $ | 65 | $ | 255,025 | $ | 255,090 | $ | 19,951 | $ | — | $ | 1,573,153 | |||||||||||||
Intercompany receivables | 492,653 | — | 12,238 | 12,238 | — | (504,891 | ) | — | |||||||||||||||||||
Investment in subsidiaries | 101,966 | — | 2,473 | 2,473 | — | (104,439 | ) | — | |||||||||||||||||||
Other intangible assets, net | 120,850 | 4,086 | 281,811 | 285,897 | — | — | 406,747 | ||||||||||||||||||||
Other assets, net | 124,333 | 321 | 72,109 | 72,430 | 23,960 | — | 220,723 | ||||||||||||||||||||
Total assets | $ | 2,137,914 | $ | 4,472 | $ | 623,656 | $ | 628,128 | $ | 43,911 | $ | (609,330 | ) | $ | 2,200,623 | ||||||||||||
LIABILITIES AND CAPITAL | |||||||||||||||||||||||||||
Current liabilities | $ | 244,591 | $ | 1,731 | $ | 32,093 | $ | 33,824 | $ | 16,633 | $ | — | $ | 295,048 | |||||||||||||
Due to Mohegan Tribe | — | — | — | — | 10,000 | — | 10,000 | ||||||||||||||||||||
Long-term debt and capital leases, net of current portions | 1,601,471 | — | — | — | — | — | 1,601,471 | ||||||||||||||||||||
Relinquishment liability, net of current portion | 161,692 | — | — | — | — | — | 161,692 | ||||||||||||||||||||
Intercompany payables | — | — | 492,653 | 492,653 | 12,238 | (504,891 | ) | — | |||||||||||||||||||
Other long-term liabilities | 368 | — | — | — | — | — | 368 | ||||||||||||||||||||
Total liabilities | 2,008,122 | 1,731 | 524,746 | 526,477 | 38,871 | (504,891 | ) | 2,068,579 | |||||||||||||||||||
Mohegan Tribal Gaming Authority capital | 129,792 | 2,741 | 98,910 | 101,651 | 5,040 | (107,007 | ) | 129,476 | |||||||||||||||||||
Non-controlling interests | — | — | — | — | — | 2,568 | 2,568 | ||||||||||||||||||||
Total liabilities and capital | $ | 2,137,914 | $ | 4,472 | $ | 623,656 | $ | 628,128 | $ | 43,911 | $ | (609,330 | ) | $ | 2,200,623 |
(1) | Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Three Months Ended June 30, 2011 | |||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||||||||
Net revenues | $ | 283,576 | $ | 1,263 | $ | 77,090 | $ | 78,353 | $ | — | $ | (550 | ) | $ | 361,379 | ||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||
Gaming and other operations | 164,553 | 895 | 56,940 | 57,835 | — | (550 | ) | 221,838 | |||||||||||||||||||
Advertising, general and administrative | 47,996 | 552 | 7,444 | 7,996 | 842 | — | 56,834 | ||||||||||||||||||||
Depreciation and amortization | 17,264 | 47 | 5,310 | 5,357 | — | — | 22,621 | ||||||||||||||||||||
Severance | (11 | ) | — | — | — | — | — | (11 | ) | ||||||||||||||||||
Total operating costs and expenses | 229,802 | 1,494 | 69,694 | 71,188 | 842 | (550 | ) | 301,282 | |||||||||||||||||||
Income (loss) from operations | 53,774 | (231 | ) | 7,396 | 7,165 | (842 | ) | — | 60,097 | ||||||||||||||||||
Accretion of discount to the relinquishment liability | (2,842 | ) | — | — | — | — | — | (2,842 | ) | ||||||||||||||||||
Interest expense, net of capitalized interest | (15,017 | ) | — | (13,805 | ) | (13,805 | ) | (722 | ) | 166 | (29,378 | ) | |||||||||||||||
Loss on interests in subsidiaries | (6,896 | ) | — | (462 | ) | (462 | ) | — | 7,358 | — | |||||||||||||||||
Other income, net | 127 | — | 206 | 206 | 616 | (166 | ) | 783 | |||||||||||||||||||
Net income (loss) | 29,146 | (231 | ) | (6,665 | ) | (6,896 | ) | (948 | ) | 7,358 | 28,660 | ||||||||||||||||
Loss attributable to non-controlling interests | — | — | — | — | — | 486 | 486 | ||||||||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 29,146 | $ | (231 | ) | $ | (6,665 | ) | $ | (6,896 | ) | $ | (948 | ) | $ | 7,844 | $ | 29,146 |
(1) | Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Three Months Ended June 30, 2010 | |||||||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | WTG Non-100% Owned Guarantor Subsidiary | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | ||||||||||||||||||||||||
Net revenues | $ | 285,126 | $ | 2,156 | $ | 67,723 | $ | — | $ | 69,879 | $ | (1 | ) | $ | (925 | ) | $ | 354,079 | |||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||||||
Gaming and other operations | 177,821 | 1,315 | 50,099 | — | 51,414 | — | (925 | ) | 228,310 | ||||||||||||||||||||||
Advertising, general and administrative | 48,343 | 553 | 7,054 | 26 | 7,633 | 1,061 | — | 57,037 | |||||||||||||||||||||||
Depreciation and amortization | 17,593 | 49 | 5,512 | — | 5,561 | — | — | 23,154 | |||||||||||||||||||||||
Pre-opening | — | — | 1,651 | — | 1,651 | — | — | 1,651 | |||||||||||||||||||||||
Total operating costs and expenses | 243,757 | 1,917 | 64,316 | 26 | 66,259 | 1,061 | (925 | ) | 310,152 | ||||||||||||||||||||||
Income (loss) from operations | 41,369 | 239 | 3,407 | (26 | ) | 3,620 | (1,062 | ) | — | 43,927 | |||||||||||||||||||||
Accretion of discount to the relinquishment liability | (3,856 | ) | — | — | — | — | — | — | (3,856 | ) | |||||||||||||||||||||
Interest expense, net of capitalized interest | (15,951 | ) | (5 | ) | (12,813 | ) | (218 | ) | (13,036 | ) | (678 | ) | 375 | (29,290 | ) | ||||||||||||||||
Loss on interests in subsidiaries | (9,559 | ) | — | (567 | ) | — | (567 | ) | — | 10,126 | — | ||||||||||||||||||||
Other income (expense), net | (385 | ) | — | 388 | — | 388 | 582 | (375 | ) | 210 | |||||||||||||||||||||
Net income (loss) | 11,618 | 234 | (9,585 | ) | (244 | ) | (9,595 | ) | (1,158 | ) | 10,126 | 10,991 | |||||||||||||||||||
Loss attributable to non-controlling interests | — | — | 36 | — | 36 | — | 591 | 627 | |||||||||||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 11,618 | $ | 234 | $ | (9,549 | ) | $ | (244 | ) | $ | (9,559 | ) | $ | (1,158 | ) | $ | 10,717 | $ | 11,618 |
(1) | Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW and MTGA Gaming. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2011 | |||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||||||||
Net revenues | $ | 821,562 | $ | 1,275 | $ | 222,644 | $ | 223,919 | $ | — | $ | (553 | ) | $ | 1,044,928 | ||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||
Gaming and other operations | 487,172 | 1,616 | 163,026 | 164,642 | — | (553 | ) | 651,261 | |||||||||||||||||||
Advertising, general and administrative | 137,387 | 950 | 22,639 | 23,589 | 2,587 | — | 163,563 | ||||||||||||||||||||
Depreciation and amortization | 52,243 | 142 | 16,066 | 16,208 | — | — | 68,451 | ||||||||||||||||||||
Severance | 244 | — | — | — | — | — | 244 | ||||||||||||||||||||
Total operating costs and expenses | 677,046 | 2,708 | 201,731 | 204,439 | 2,587 | (553 | ) | 883,519 | |||||||||||||||||||
Income (loss) from operations | 144,516 | (1,433 | ) | 20,913 | 19,480 | (2,587 | ) | — | 161,409 | ||||||||||||||||||
Accretion of discount to the relinquishment liability | (8,525 | ) | — | — | — | — | — | (8,525 | ) | ||||||||||||||||||
Interest expense, net of capitalized interest | (46,196 | ) | (6 | ) | (41,030 | ) | (41,036 | ) | (2,096 | ) | 491 | (88,837 | ) | ||||||||||||||
Loss on interests in subsidiaries | (22,358 | ) | — | (1,348 | ) | (1,348 | ) | — | 23,706 | — | |||||||||||||||||
Other income (expense), net | (153 | ) | — | 546 | 546 | 1,935 | (491 | ) | 1,837 | ||||||||||||||||||
Net income (loss) | 67,284 | (1,439 | ) | (20,919 | ) | (22,358 | ) | (2,748 | ) | 23,706 | 65,884 | ||||||||||||||||
Loss attributable to non-controlling interests | — | — | — | — | — | 1,400 | 1,400 | ||||||||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 67,284 | $ | (1,439 | ) | $ | (20,919 | ) | $ | (22,358 | ) | $ | (2,748 | ) | $ | 25,106 | $ | 67,284 |
For the Nine Months Ended June 30, 2010 | |||||||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | WTG Non-100% Owned Guarantor Subsidiary | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | ||||||||||||||||||||||||
Net revenues | $ | 857,113 | $ | 2,183 | $ | 189,821 | $ | — | $ | 192,004 | $ | (2 | ) | $ | (930 | ) | $ | 1,048,185 | |||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||||||
Gaming and other operations | 531,283 | 1,945 | 141,786 | — | 143,731 | — | (930 | ) | 674,084 | ||||||||||||||||||||||
Advertising, general and administrative | 141,325 | 1,049 | 20,458 | 124 | 21,631 | 2,888 | — | 165,844 | |||||||||||||||||||||||
Depreciation and amortization | 55,078 | 201 | 16,855 | — | 17,056 | — | — | 72,134 | |||||||||||||||||||||||
Pre-opening | 42 | — | 2,137 | — | 2,137 | — | — | 2,179 | |||||||||||||||||||||||
Total operating costs and expenses | 727,728 | 3,195 | 181,236 | 124 | 184,555 | 2,888 | (930 | ) | 914,241 | ||||||||||||||||||||||
Income (loss) from operations | 129,385 | (1,012 | ) | 8,585 | (124 | ) | 7,449 | (2,890 | ) | — | 133,944 | ||||||||||||||||||||
Accretion of discount to the relinquishment liability | (11,569 | ) | — | — | — | — | — | — | (11,569 | ) | |||||||||||||||||||||
Interest expense, net of capitalized interest | (48,117 | ) | (20 | ) | (37,476 | ) | (618 | ) | (38,114 | ) | (2,010 | ) | 1,083 | (87,158 | ) | ||||||||||||||||
Loss on early extinguishment of debt | (1,584 | ) | — | — | — | — | — | — | (1,584 | ) | |||||||||||||||||||||
Loss on interests in subsidiaries | (30,977 | ) | — | (1,514 | ) | — | (1,514 | ) | — | 32,491 | — | ||||||||||||||||||||
Other income (expense), net | (1,089 | ) | — | 1,093 | — | 1,093 | 1,812 | (1,083 | ) | 733 | |||||||||||||||||||||
Net income (loss) | 36,049 | (1,032 | ) | (29,312 | ) | (742 | ) | (31,086 | ) | (3,088 | ) | 32,491 | 34,366 | ||||||||||||||||||
Loss attributable to non-controlling interests | — | — | 109 | — | 109 | — | 1,574 | 1,683 | |||||||||||||||||||||||
Net income (loss) attributable to Mohegan Tribal Gaming Authority | $ | 36,049 | $ | (1,032 | ) | $ | (29,203 | ) | $ | (742 | ) | $ | (30,977 | ) | $ | (3,088 | ) | $ | 34,065 | $ | 36,049 |
(1) | Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW and MTGA Gaming. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2011 | |||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/ Eliminating Adjustments | Consolidated | |||||||||||||||||||||
Net cash flows provided by (used in) operating activities | $ | 106,396 | $ | (15 | ) | $ | 36,562 | $ | 36,547 | $ | (3,852 | ) | $ | — | $ | 139,091 | |||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||||||||||||||||
Purchases of property and equipment | (27,586 | ) | (19 | ) | (12,096 | ) | (12,115 | ) | — | — | (39,701 | ) | |||||||||||||||
Other cash flows provided by (used in) investing activities | 22,306 | — | 70 | 70 | (519 | ) | (21,822 | ) | 35 | ||||||||||||||||||
Net cash flows used in investing activities | (5,280 | ) | (19 | ) | (12,026 | ) | (12,045 | ) | (519 | ) | (21,822 | ) | (39,666 | ) | |||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||||||||||||||||
Bank Credit Facility borrowings—revolving loan | 270,000 | — | — | — | — | — | 270,000 | ||||||||||||||||||||
Bank Credit Facility repayments—revolving loan | (318,000 | ) | — | — | — | — | — | (318,000 | ) | ||||||||||||||||||
Line of Credit borrowings | 412,909 | — | — | — | — | — | 412,909 | ||||||||||||||||||||
Line of Credit repayments | (411,442 | ) | — | — | — | — | — | (411,442 | ) | ||||||||||||||||||
Principal portion of relinquishment liability payments | (26,354 | ) | — | — | — | — | — | (26,354 | ) | ||||||||||||||||||
Distributions to Mohegan Tribe | (23,669 | ) | — | — | — | — | — | (23,669 | ) | ||||||||||||||||||
Other cash flows provided by (used in) financing activities | (4,419 | ) | 41 | (22,845 | ) | (22,804 | ) | 4,360 | 21,822 | (1,041 | ) | ||||||||||||||||
Net cash flows provided by (used in) financing activities | (100,975 | ) | 41 | (22,845 | ) | (22,804 | ) | 4,360 | 21,822 | (97,597 | ) | ||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 141 | 7 | 1,691 | 1,698 | (11 | ) | — | 1,828 | |||||||||||||||||||
Cash and cash equivalents at beginning of period | 39,146 | (49 | ) | 24,366 | 24,317 | 434 | — | 63,897 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | 39,287 | $ | (42 | ) | $ | 26,057 | $ | 26,015 | $ | 423 | $ | — | $ | 65,725 |
(1) | Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
For the Nine Months Ended June 30, 2010 | |||||||||||||||||||||||||||||||
Authority | MBC 100% Owned Guarantor Subsidiary | Other 100% Owned Guarantor Subsidiaries (1) | WTG Non 100% Owned Guarantor Subsidiary | Total Guarantor Subsidiaries | Total Non Guarantor Entities (2) | Consolidating/Eliminating Adjustments | Consolidated | ||||||||||||||||||||||||
Net cash flows provided by (used in) operating activities | $ | 106,559 | $ | 464 | $ | 30,774 | $ | (145 | ) | $ | 31,093 | $ | (1,982 | ) | $ | — | $ | 135,670 | |||||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||||||||||||||||||||
Purchases of property and equipment | (27,394 | ) | (4 | ) | (9,957 | ) | — | (9,961 | ) | — | — | (37,355 | ) | ||||||||||||||||||
Payment of table games authorization fee | — | — | (16,500 | ) | — | (16,500 | ) | — | — | (16,500 | ) | ||||||||||||||||||||
Other cash flows provided by (used in) investing activities | 4,022 | — | 1,379 | (158 | ) | 1,221 | (710 | ) | (2,952 | ) | 1,581 | ||||||||||||||||||||
Net cash flows used in investing activities | (23,372 | ) | (4 | ) | (25,078 | ) | (158 | ) | (25,240 | ) | (710 | ) | (2,952 | ) | (52,274 | ) | |||||||||||||||
Cash flows provided by (used in) financing activities: | |||||||||||||||||||||||||||||||
Bank Credit Facility borrowings - revolving loan | 259,000 | — | — | — | — | — | — | 259,000 | |||||||||||||||||||||||
Bank Credit Facility repayments - revolving loan | (298,000 | ) | — | — | — | — | — | — | (298,000 | ) | |||||||||||||||||||||
Bank Credit Facility repayments - term loan | (147,000 | ) | — | — | — | — | — | — | (147,000 | ) | |||||||||||||||||||||
Line of Credit borrowings | 372,808 | — | — | — | — | — | — | 372,808 | |||||||||||||||||||||||
Line of Credit repayments | (378,459 | ) | — | — | — | — | — | — | (378,459 | ) | |||||||||||||||||||||
Proceeds from issuance of Second Lien Senior Secured Notes, net of discount | 192,468 | — | — | — | — | — | — | 192,468 | |||||||||||||||||||||||
Principal portion of relinquishment liability payments | (24,662 | ) | — | — | — | — | — | — | (24,662 | ) | |||||||||||||||||||||
Distributions to Mohegan Tribe | (48,657 | ) | — | — | — | — | — | — | (48,657 | ) | |||||||||||||||||||||
Capitalized debt issuance costs | (8,179 | ) | — | — | — | — | — | — | (8,179 | ) | |||||||||||||||||||||
Other cash flows provided by (used in) financing activities | (2,653 | ) | (482 | ) | (2,578 | ) | 307 | (2,753 | ) | 2,717 | 2,952 | 263 | |||||||||||||||||||
Net cash flows provided by (used in) financing activities | (83,334 | ) | (482 | ) | (2,578 | ) | 307 | (2,753 | ) | 2,717 | 2,952 | (80,418 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (147 | ) | (22 | ) | 3,118 | 4 | 3,100 | 25 | — | 2,978 | |||||||||||||||||||||
Cash and cash equivalents at beginning of period | 45,302 | (75 | ) | 18,680 | 196 | 18,801 | 561 | — | 64,664 | ||||||||||||||||||||||
Cash and cash equivalents at end of period | $ | 45,155 | $ | (97 | ) | $ | 21,798 | $ | 200 | $ | 21,901 | $ | 586 | $ | — | $ | 67,642 |
(1) | Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW and MTGA Gaming. |
(2) | Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries. |
• | the financial performance of Mohegan Sun and Mohegan Sun at Pocono Downs and the Pennsylvania off-track wagering facilities; |
• | the local, regional, national or global economic climate, including the lingering effects of the economic recession, which has affected our revenues and earnings; |
• | increased competition, including the legalization or expansion of gaming in New England, New York, New Jersey or Pennsylvania; |
• | our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants; |
• | our ability to successfully refinance or replace our outstanding indebtedness, in advance of each respective maturity thereof; |
• | our dependence on existing management; |
• | our suspension of the hotel, retail and new parking garage elements of Project Horizon; |
• | our ability to integrate new amenities from expansions to our facilities into our current operations and manage the expanded facilities; |
• | changes in federal or state tax laws or the administration of such laws; |
• | changes in gaming laws or regulations, including the limitation, denial or suspension of licenses required under gaming laws and regulations; |
• | changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at Mohegan Sun and Mohegan Sun at Pocono Downs; |
• | our ability to implement successfully our diversification strategy; and |
• | an act of terrorism on the United States. |
• | approximately 188,000 square feet of gaming space; |
• | approximately 3,400 slot machines and 180 table games, including blackjack, roulette and craps; |
• | Sunrise Square, a 9,800-square-foot Asian-themed gaming area, including 50 table games; |
• | an approximately 9,000-square-foot simulcasting Racebook facility; |
• | food and beverage amenities, including: Birches Bar & Grill, an approximately 200-seat full-service restaurant, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, an 87-seat Bobby Flay's Bobby's Burger Palace and multiple service bars, all operated by us, as well as Frank Pepe Pizzeria Napoletana and Fidelia's Market, an approximately 290-seat multi-station food court, operated by third-parties, for a total seating of approximately 930; |
• | four Mohegan Sun-owned retail shops, offering products ranging from Mohegan Sun logo souvenirs to cigars; and |
• | the Wolf Den, an approximately 10,000-square-foot, 400-seat lounge featuring live entertainment seven days a week. |
• | approximately 119,000 square feet of gaming space; |
• | approximately 2,185 slot machines and 110 table games, including blackjack, roulette and craps; |
• | food and beverage amenities, including: two full-service restaurants (Todd English's Tuscany and Bobby Flay's Bar Americain), a 330-seat buffet, a 24-hour coffee shop and four lounges and bars, all operated by us, as well as five full-service restaurants, three quick-service restaurants and a multi-station food court operated by third-parties, for a total seating of approximately 2,680; |
• | The Shops at Mohegan Sun containing 32 retail shops, seven of which we own; |
• | the Mohegan Sun Arena with seating for up to 10,000; |
• | an approximately 1,200-room luxury Sky Hotel Tower, including a private high-limit table games suite; |
• | Mohegan After Dark, consisting of Ultra 88, a nightclub, Lucky's Lounge and Dubliner, an Irish pub, all operated by a third-party; |
• | an approximately 20,000-square-foot spa operated by a third-party; |
• | approximately 100,000 square feet of convention space; and |
• | a child care facility and an arcade-style entertainment area operated by a third-party. |
• | approximately 45,000 square feet of gaming space; |
• | approximately 725 slot machines, 30 table games, including blackjack, roulette and craps, and a 42-table themed poker room; |
• | food and beverage amenities, including: a two-level, 16,000-square-foot Jimmy Buffett's Margaritaville Restaurant, operated by a third-party, and Chief's Deli, a casual dining restaurant, and a bar, both operated by us, for a total seating of approximately 450; and |
• | a retail shop operated by a third-party. |
• | approximately 82,000 square feet of gaming space; |
• | approximately 2,325 slot machines, 66 table games, including blackjack, roulette and craps, and an 18-table poker room; |
• | live harness racing and simulcast and off-track wagering; |
• | food and beverage amenities, including: Ruth's Chris Steakhouse, Rustic Kitchen Bistro and Bar, which features dining and a live cooking show, Bar Louie, a casual bar and restaurant, Timbers Buffet, a 300-seat Mohegan Indian cultural heritage themed buffet, and a food court, including: Johnny Rockets, Hot Dog Hall of Fame, Puck Express by Wolfgang Puck and Ben & Jerry's Ice Cream, for a total seating of approximately 1,800; |
• | five retail shops, one of which we own, offering products ranging from Mohegan Sun at Pocono Downs logo souvenirs to fine apparel; and |
• | three bars/lounges: Sunburst Bar, featured in the center of the gaming floor, Breakers Night Club and Pearl Sushi Bar. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 (1) | 2010 | Variance | Percentage Variance | 2011 (1) | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Net revenues: | |||||||||||||||||||||||||||||
Mohegan Sun | $ | 284,289 | $ | 286,824 | $ | (2,535 | ) | (0.9 | )% | $ | 822,284 | $ | 858,994 | $ | (36,710 | ) | (4.3 | )% | |||||||||||
Mohegan Sun at Pocono Downs | 77,090 | 67,255 | 9,835 | 14.6 | % | 222,644 | 189,191 | 33,453 | 17.7 | % | |||||||||||||||||||
Total | $ | 361,379 | $ | 354,079 | $ | 7,300 | 2.1 | % | $ | 1,044,928 | $ | 1,048,185 | $ | (3,257 | ) | (0.3 | )% | ||||||||||||
Income (loss) from operations: | |||||||||||||||||||||||||||||
Mohegan Sun | $ | 56,316 | $ | 45,221 | $ | 11,095 | 24.5 | % | $ | 152,107 | $ | 137,507 | $ | 14,600 | 10.6 | % | |||||||||||||
Mohegan Sun at Pocono Downs | 7,677 | 3,648 | 4,029 | 110.4 | % | 21,590 | 9,796 | 11,794 | 120.4 | % | |||||||||||||||||||
Corporate | (3,896 | ) | (4,942 | ) | 1,046 | (21.2 | )% | (12,288 | ) | (13,359 | ) | 1,071 | (8.0 | )% | |||||||||||||||
Total | $ | 60,097 | $ | 43,927 | $ | 16,170 | 36.8 | % | $ | 161,409 | $ | 133,944 | $ | 27,465 | 20.5 | % | |||||||||||||
Net income attributable to Mohegan Tribal Gaming Authority | $ | 29,146 | $ | 11,618 | $ | 17,528 | 150.9 | % | $ | 67,284 | $ | 36,049 | $ | 31,235 | 86.6 | % | |||||||||||||
Operating margin: | |||||||||||||||||||||||||||||
Mohegan Sun | 19.8 | % | 15.8 | % | 4.0 | % | 25.3 | % | 18.5 | % | 16.0 | % | 2.5 | % | 15.6 | % | |||||||||||||
Mohegan Sun at Pocono Downs | 10.0 | % | 5.4 | % | 4.6 | % | 85.2 | % | 9.7 | % | 5.2 | % | 4.5 | % | 86.5 | % | |||||||||||||
Total | 16.6 | % | 12.4 | % | 4.2 | % | 33.9 | % | 15.4 | % | 12.8 | % | 2.6 | % | 20.3 | % |
(1) | Includes adjustment to reduce Mohegan Sun's slot revenues by $3.7 million, which related to prior periods. |
• | cost containment initiatives implemented in September 2010 at Mohegan Sun; |
• | increased competition and aggressive promotional programs from competitors in the Northeast region; |
• | the continued weakness in consumer spending; |
• | the July 2010 addition of table game and poker operations at Mohegan Sun at Pocono Downs; and |
• | higher table games hold percentage at Mohegan Sun. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 (1) | 2010 | Variance | Percentage Variance | 2011 (1) | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 255,916 | $ | 257,585 | $ | (1,669 | ) | (0.6 | )% | $ | 742,082 | $ | 770,307 | $ | (28,225 | ) | (3.7 | )% | |||||||||||
Food and beverage | 15,897 | 19,330 | (3,433 | ) | (17.8 | )% | 47,790 | 57,648 | (9,858 | ) | (17.1 | )% | |||||||||||||||||
Hotel | 9,134 | 9,369 | (235 | ) | (2.5 | )% | 26,788 | 27,875 | (1,087 | ) | (3.9 | )% | |||||||||||||||||
Retail, entertainment and other | 26,914 | 25,946 | 968 | 3.7 | % | 72,518 | 78,493 | (5,975 | ) | (7.6 | )% | ||||||||||||||||||
Total | $ | 307,861 | $ | 312,230 | $ | (4,369 | ) | (1.4 | )% | $ | 889,178 | $ | 934,323 | $ | (45,145 | ) | (4.8 | )% |
(1) | Includes adjustment to reduce slot revenues by $3.7 million, which related to prior periods. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||
2011 (1) | 2010 | 2011 (1) | 2010 | ||||||||
Gaming | 83.1 | % | 82.5 | % | 83.5 | % | 82.4 | % | |||
Food and beverage | 5.2 | % | 6.2 | % | 5.4 | % | 6.2 | % | |||
Hotel | 3.0 | % | 3.0 | % | 3.0 | % | 3.0 | % | |||
Retail, entertainment and other | 8.7 | % | 8.3 | % | 8.1 | % | 8.4 | % | |||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
(1) | Includes adjustment to reduce slot revenues by $3.7 million, which related to prior periods. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 (1) | 2010 | Variance | Percentage Variance | 2011 (1) | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Slots: | |||||||||||||||||||||||||||||
Handle | $ | 2,226,569 | $ | 2,327,184 | $ | (100,615 | ) | (4.3 | )% | $ | 6,529,577 | $ | 6,797,191 | $ | (267,614 | ) | (3.9 | )% | |||||||||||
Gross revenues | $ | 179,576 | $ | 188,353 | $ | (8,777 | ) | (4.7 | )% | $ | 524,242 | $ | 551,412 | $ | (27,170 | ) | (4.9 | )% | |||||||||||
Net revenues | $ | 172,743 | $ | 181,671 | $ | (8,928 | ) | (4.9 | )% | $ | 504,266 | $ | 531,673 | $ | (27,407 | ) | (5.2 | )% | |||||||||||
Free promotional slot plays (2) | $ | 17,412 | $ | 14,930 | $ | 2,482 | 16.6 | % | $ | 46,084 | $ | 40,437 | $ | 5,647 | 14.0 | % | |||||||||||||
Weighted average number of machines (in units) | 6,358 | 6,384 | (26 | ) | (0.4 | )% | 6,377 | 6,511 | (134 | ) | (2.1 | )% | |||||||||||||||||
Hold percentage (gross) | 8.1 | % | 8.1 | % | — | — | 8.0 | % | 8.1 | % | (0.1 | )% | (1.2 | )% | |||||||||||||||
Win per unit per day (gross) (in dollars) | $ | 310 | $ | 324 | $ | (14 | ) | (4.3 | )% | $ | 301 | $ | 310 | $ | (9 | ) | (2.9 | )% | |||||||||||
Table games: | |||||||||||||||||||||||||||||
Drop | $ | 491,104 | $ | 521,585 | $ | (30,481 | ) | (5.8 | )% | $ | 1,483,947 | $ | 1,560,095 | $ | (76,148 | ) | (4.9 | )% | |||||||||||
Revenues | $ | 81,749 | $ | 70,598 | $ | 11,151 | 15.8 | % | $ | 226,567 | $ | 223,160 | $ | 3,407 | 1.5 | % | |||||||||||||
Weighted average number of games (in units) | 324 | 330 | (6 | ) | (1.8 | )% | 329 | 324 | 5 | 1.5 | % | ||||||||||||||||||
Hold percentage (3) | 16.7 | % | 13.5 | % | 3.2 | % | 23.7 | % | 15.3 | % | 14.3 | % | 1.0 | % | 7.0 | % | |||||||||||||
Win per unit per day (in dollars) | $ | 2,775 | $ | 2,349 | $ | 426 | 18.1 | % | $ | 2,525 | $ | 2,520 | $ | 5 | 0.2 | % | |||||||||||||
Poker: | |||||||||||||||||||||||||||||
Revenues | $ | 2,891 | $ | 3,020 | $ | (129 | ) | (4.3 | )% | $ | 8,732 | $ | 9,186 | $ | (454 | ) | (4.9 | )% | |||||||||||
Weighted average number of tables (in units) | 42 | 42 | — | — | 42 | 42 | — | — | |||||||||||||||||||||
Revenue per unit per day (in dollars) | $ | 756 | $ | 790 | $ | (34 | ) | (4.3 | )% | $ | 762 | $ | 801 | $ | (39 | ) | (4.9 | )% |
(1) | Excludes adjustment to reduce slot revenues by $3.7 million, which related to prior periods. |
(2) | Free promotional slot plays are included in slot handle, but not reflected in slot revenues. |
(3) | Table games hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 (1) | 2010 | Variance | Percentage Variance | 2011 (1) | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Northeast slot gaming market (2) (3): | |||||||||||||||||||||||||||||
Gross revenues | $ | 686,070 | $ | 655,009 | $ | 31,061 | 4.7 | % | $ | 1,937,869 | $ | 1,880,363 | $ | 57,506 | 3.1 | % | |||||||||||||
Mohegan Sun win market share | 28.7 | % | 31.0 | % | (2.3 | )% | (7.4 | )% | 29.4 | % | 31.5 | % | (2.1 | )% | (6.7 | )% | |||||||||||||
Mohegan Sun win efficiency | 108.4 | % | 120.4 | % | (12.0 | )% | (10.0 | )% | 111.2 | % | 121.4 | % | (10.2 | )% | (8.4 | )% | |||||||||||||
Connecticut slot gaming market (3) (4): | |||||||||||||||||||||||||||||
Gross revenues | $ | 343,627 | $ | 348,087 | $ | (4,460 | ) | (1.3 | )% | $ | 994,996 | $ | 1,022,307 | $ | (27,311 | ) | (2.7 | )% | |||||||||||
Free promotional slot plays | $ | 39,658 | $ | 33,885 | $ | 5,773 | 17.0 | % | $ | 103,582 | $ | 85,260 | $ | 18,322 | 21.5 | % | |||||||||||||
Mohegan Sun win market share | 52.3 | % | 54.1 | % | (1.8 | )% | (3.3 | )% | 52.7 | % | 53.9 | % | (1.2 | )% | (2.2 | )% | |||||||||||||
Mohegan Sun win efficiency | 105.4 | % | 114.6 | % | (9.2 | )% | (8.0 | )% | 106.7 | % | 114.2 | % | (7.5 | )% | (6.6 | )% |
(1) | Excludes adjustment to reduce Mohegan Sun's slot revenues by $3.7 million, which related to prior periods. |
(2) | Northeast slot gaming market consists of Mohegan Sun, Foxwoods Resort Casino, Twin River Casino, Newport Grand and Empire City Casino. |
(3) | Includes free promotional slot plays. Free promotional slot plays are included in slot handle, but not reflected in slot revenues. |
(4) | Connecticut slot gaming market consists of Mohegan Sun and Foxwoods Resort Casino. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Meals served | 802 | 1,080 | (278 | ) | (25.7 | )% | 2,433 | 3,147 | (714 | ) | (22.7 | )% | |||||||||||||||||
Average price per meal served (in dollars) | $ | 15.71 | $ | 14.69 | $ | 1.02 | 6.9 | % | $ | 15.50 | $ | 14.89 | $ | 0.61 | 4.1 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Rooms occupied | 105 | 103 | 2 | 1.9 | % | 310 | 305 | 5 | 1.6 | % | |||||||||||||||||||
Occupancy rate | 97.5 | % | 95.6 | % | 1.9 | % | 2.0 | % | 96.5 | % | 95.0 | % | 1.5 | % | 1.6 | % | |||||||||||||
Average daily room rate (in dollars) | $ | 84 | $ | 87 | $ | (3 | ) | (3.4 | )% | $ | 83 | $ | 87 | $ | (4 | ) | (4.6 | )% | |||||||||||
Revenue per available room (in dollars) | $ | 82 | $ | 83 | $ | (1 | ) | (1.2 | )% | $ | 80 | $ | 83 | $ | (3 | ) | (3.6 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Arena events (in events) | 30 | 34 | (4 | ) | (11.8 | )% | 79 | 92 | (13 | ) | (14.1 | )% | |||||||||||||||||
Arena tickets | 182 | 213 | (31 | ) | (14.6 | )% | 449 | 553 | (104 | ) | (18.8 | )% | |||||||||||||||||
Average price per Arena ticket (in dollars) | $ | 57.18 | $ | 40.97 | $ | 16.21 | 39.6 | % | $ | 54.04 | $ | 52.95 | $ | 1.09 | 2.1 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 6,956 | $ | 9,389 | $ | (2,433 | ) | (25.9 | )% | $ | 20,974 | $ | 27,288 | $ | (6,314 | ) | (23.1 | )% | |||||||||||
Hotel | 3,491 | 3,699 | (208 | ) | (5.6 | )% | 10,804 | 10,589 | 215 | 2.0 | % | ||||||||||||||||||
Retail, entertainment and other | 13,125 | 12,318 | 807 | 6.6 | % | 35,116 | 37,452 | (2,336 | ) | (6.2 | )% | ||||||||||||||||||
Total | $ | 23,572 | $ | 25,406 | $ | (1,834 | ) | (7.2 | )% | $ | 66,894 | $ | 75,329 | $ | (8,435 | ) | (11.2 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 6,995 | $ | 9,204 | $ | (2,209 | ) | (24.0 | )% | $ | 21,351 | $ | 28,559 | $ | (7,208 | ) | (25.2 | )% | |||||||||||
Hotel | 2,027 | 2,259 | (232 | ) | (10.3 | )% | 6,471 | 6,393 | 78 | 1.2 | % | ||||||||||||||||||
Retail, entertainment and other | 11,146 | 10,195 | 951 | 9.3 | % | 29,544 | 31,833 | (2,289 | ) | (7.2 | )% | ||||||||||||||||||
Total | $ | 20,168 | $ | 21,658 | $ | (1,490 | ) | (6.9 | )% | $ | 57,366 | $ | 66,785 | $ | (9,419 | ) | (14.1 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 144,520 | $ | 156,817 | $ | (12,297 | ) | (7.8 | )% | $ | 431,254 | $ | 467,456 | $ | (36,202 | ) | (7.7 | )% | |||||||||||
Food and beverage | 8,219 | 9,990 | (1,771 | ) | (17.7 | )% | 24,768 | 29,078 | (4,310 | ) | (14.8 | )% | |||||||||||||||||
Hotel | 3,413 | 3,504 | (91 | ) | (2.6 | )% | 9,906 | 10,581 | (675 | ) | (6.4 | )% | |||||||||||||||||
Retail, entertainment and other | 8,749 | 8,093 | 656 | 8.1 | % | 22,334 | 25,583 | (3,249 | ) | (12.7 | )% | ||||||||||||||||||
Advertising, general and administrative | 45,706 | 45,475 | 231 | 0.5 | % | 129,104 | 133,182 | (4,078 | ) | (3.1 | )% | ||||||||||||||||||
Depreciation and amortization | 17,377 | 17,724 | (347 | ) | (2.0 | )% | 52,569 | 55,565 | (2,996 | ) | (5.4 | )% | |||||||||||||||||
Severance | (11 | ) | — | (11 | ) | 100.0 | % | 242 | — | 242 | 100.0 | % | |||||||||||||||||
Pre-opening | — | — | — | — | — | 42 | (42 | ) | (100.0 | )% | |||||||||||||||||||
Total | $ | 227,973 | $ | 241,603 | $ | (13,630 | ) | (5.6 | )% | $ | 670,177 | $ | 721,487 | $ | (51,310 | ) | (7.1 | )% |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 72,401 | $ | 63,534 | $ | 8,867 | 14.0 | % | $ | 210,336 | $ | 179,774 | $ | 30,562 | 17.0 | % | |||||||||||||
Food and beverage | 6,549 | 4,595 | 1,954 | 42.5 | % | 17,879 | 12,430 | 5,449 | 43.8 | % | |||||||||||||||||||
Retail, entertainment and other | 2,209 | 1,850 | 359 | 19.4 | % | 5,429 | 4,529 | 900 | 19.9 | % | |||||||||||||||||||
Total | $ | 81,159 | $ | 69,979 | $ | 11,180 | 16.0 | % | $ | 233,644 | $ | 196,733 | $ | 36,911 | 18.8 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
Gaming | 89.2 | % | 90.8 | % | 90.0 | % | 91.4 | % | |||
Food and beverage | 8.1 | % | 6.6 | % | 7.7 | % | 6.3 | % | |||
Retail, entertainment and other | 2.7 | % | 2.6 | % | 2.3 | % | 2.3 | % | |||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Slots: | |||||||||||||||||||||||||||||
Handle | $ | 753,434 | $ | 758,056 | $ | (4,622 | ) | (0.6 | )% | $ | 2,143,426 | $ | 2,150,888 | $ | (7,462 | ) | (0.3 | )% | |||||||||||
Gross revenues | $ | 57,047 | $ | 57,813 | $ | (766 | ) | (1.3 | )% | $ | 167,232 | $ | 165,355 | $ | 1,877 | 1.1 | % | ||||||||||||
Net revenues | $ | 57,034 | $ | 57,725 | $ | (691 | ) | (1.2 | )% | $ | 167,178 | $ | 165,338 | $ | 1,840 | 1.1 | % | ||||||||||||
Free promotional slot plays (1) | $ | 18,386 | $ | 12,319 | $ | 6,067 | 49.2 | % | $ | 48,226 | $ | 32,633 | $ | 15,593 | 47.8 | % | |||||||||||||
Weighted average number of machines (in units) | 2,332 | 2,203 | 129 | 5.9 | % | 2,409 | 2,369 | 40 | 1.7 | % | |||||||||||||||||||
Hold percentage (gross) | 7.6 | % | 7.6 | % | — | — | 7.8 | % | 7.7 | % | 0.1 | % | 1.3 | % | |||||||||||||||
Win per unit per day (gross) (in dollars) | $ | 269 | $ | 288 | $ | (19 | ) | (6.6 | )% | $ | 254 | $ | 256 | $ | (2 | ) | (0.8 | )% | |||||||||||
Table games (2): | |||||||||||||||||||||||||||||
Drop | $ | 53,524 | $ | — | $ | 53,524 | 100.0 | % | $ | 149,525 | $ | — | $ | 149,525 | 100.0 | % | |||||||||||||
Revenues | $ | 9,171 | $ | — | $ | 9,171 | 100.0 | % | $ | 27,144 | $ | — | $ | 27,144 | 100.0 | % | |||||||||||||
Weighted average number of games (in units) | 66 | — | 66 | 100.0 | % | 66 | — | 66 | 100.0 | % | |||||||||||||||||||
Hold percentage (3) | 17.1 | % | — | 17.1 | % | 100.0 | % | 18.2 | % | — | 18.2 | % | 100.0 | % | |||||||||||||||
Win per unit per day (in dollars) | $ | 1,527 | $ | — | $ | 1,527 | 100.0 | % | $ | 1,506 | $ | — | $ | 1,506 | 100.0 | % | |||||||||||||
Poker (2): | |||||||||||||||||||||||||||||
Revenues | $ | 1,074 | $ | — | $ | 1,074 | 100.0 | % | $ | 3,222 | $ | — | $ | 3,222 | 100.0 | % | |||||||||||||
Weighted average number of tables (in units) | 18 | — | 18 | 100.0 | % | 18 | — | 18 | 100.0 | % | |||||||||||||||||||
Revenue per unit per day (in dollars) | $ | 656 | $ | — | $ | 656 | 100.0 | % | $ | 656 | $ | — | $ | 656 | 100.0 | % |
(1) | Free promotional slot plays are included in slot handle, but not reflected in slot revenues. |
(2) | Table game and poker operations commenced on July 13, 2010. |
(3) | Table games hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Northeastern Pennsylvania slot gaming market (1): | |||||||||||||||||||||||||||||
Gross revenues | $ | 163,162 | $ | 158,410 | $ | 4,752 | 3.0 | % | $ | 469,212 | $ | 450,683 | $ | 18,529 | 4.1 | % | |||||||||||||
Free promotional slot plays (2) | $ | 56,377 | $ | 45,378 | $ | 10,999 | 24.2 | % | $ | 151,042 | $ | 120,728 | $ | 30,314 | 25.1 | % | |||||||||||||
Mohegan Sun at Pocono Downs win market share | 35.0 | % | 36.5 | % | (1.5 | )% | (4.1 | )% | 35.6 | % | 36.7 | % | (1.1 | )% | (3.0 | )% | |||||||||||||
Mohegan Sun at Pocono Downs win efficiency | 114.4 | % | 126.4 | % | (12.0 | )% | (9.5 | )% | 115.5 | % | 122.0 | % | (6.5 | )% | (5.3 | )% |
(1) | Northeastern Pennsylvania slot gaming market consists of Mohegan Sun at Pocono Downs, Mount Airy Resort Casino and Sands Casino Resort Bethlehem. |
(2) | Free promotional slot plays are included in slot handle, but not reflected in slot revenues. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Meals served | 219 | 203 | 16 | 7.9 | % | 578 | 499 | 79 | 15.8 | % | |||||||||||||||||||
Average price per meal served (in dollars) | $ | 15.16 | $ | 10.69 | $ | 4.47 | 41.8 | % | $ | 15.00 | $ | 11.79 | $ | 3.21 | 27.2 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 3,640 | $ | 2,391 | $ | 1,249 | 52.2 | % | $ | 9,942 | $ | 6,734 | $ | 3,208 | 47.6 | % | |||||||||||||
Retail and entertainment | 429 | 333 | 96 | 28.8 | % | 1,058 | 808 | 250 | 30.9 | % | |||||||||||||||||||
Total | $ | 4,069 | $ | 2,724 | $ | 1,345 | 49.4 | % | $ | 11,000 | $ | 7,542 | $ | 3,458 | 45.8 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Food and beverage | $ | 2,861 | $ | 2,044 | $ | 817 | 40 | % | $ | 7,896 | $ | 5,944 | $ | 1,952 | 32.8 | % | |||||||||||||
Retail and entertainment | 523 | 485 | 38 | 7.8 | % | 1,338 | 1,227 | 111 | 9.0 | % | |||||||||||||||||||
Total | $ | 3,384 | $ | 2,529 | $ | 855 | 33.8 | % | $ | 9,234 | $ | 7,171 | $ | 2,063 | 28.8 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Gaming | $ | 54,403 | $ | 47,776 | $ | 6,627 | 13.9 | % | $ | 155,993 | $ | 135,888 | $ | 20,105 | 14.8 | % | |||||||||||||
Food and beverage | 2,202 | 1,752 | 450 | 25.7 | % | 6,093 | 4,633 | 1,460 | 31.5 | % | |||||||||||||||||||
Retail, entertainment and other | 332 | 378 | (46 | ) | (12.2 | )% | 913 | 865 | 48 | 5.5 | % | ||||||||||||||||||
Advertising, general and administrative | 7,272 | 6,646 | 626 | 9.4 | % | 22,296 | 19,369 | 2,927 | 15.1 | % | |||||||||||||||||||
Depreciation and amortization | 5,204 | 5,404 | (200 | ) | (3.7 | )% | 15,759 | 16,503 | (744 | ) | (4.5 | )% | |||||||||||||||||
Pre-opening | — | 1,651 | (1,651 | ) | (100.0 | )% | — | 2,137 | (2,137 | ) | (100.0 | )% | |||||||||||||||||
Total | $ | 69,413 | $ | 63,607 | $ | 5,806 | 9.1 | % | $ | 201,054 | $ | 179,395 | $ | 21,659 | 12.1 | % |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||||||||
2011 | 2010 | Variance | Percentage Variance | 2011 | 2010 | Variance | Percentage Variance | ||||||||||||||||||||||
Corporate expenses: | |||||||||||||||||||||||||||||
Corporate | $ | 3,856 | $ | 4,916 | $ | (1,060 | ) | (21.6 | )% | $ | 12,163 | $ | 13,293 | $ | (1,130 | ) | (8.5 | )% | |||||||||||
Depreciation and amortization | 40 | 26 | 14 | 53.8 | % | 123 | 66 | 57 | 86.4 | % | |||||||||||||||||||
Severance | — | — | — | — | 2 | — | 2 | 100.0 | % | ||||||||||||||||||||
Total Corporate expenses | $ | 3,896 | $ | 4,942 | $ | (1,046 | ) | (21.2 | )% | $ | 12,288 | $ | 13,359 | $ | (1,071 | ) | (8.0 | )% | |||||||||||
Other income (expense): | |||||||||||||||||||||||||||||
Accretion of discount to the relinquishment liability (1) | $ | (2,842 | ) | $ | (3,856 | ) | $ | 1,014 | (26.3 | )% | $ | (8,525 | ) | $ | (11,569 | ) | $ | 3,044 | (26.3 | )% | |||||||||
Interest income (2) | 665 | 647 | 18 | 2.8 | % | 2,063 | 1,999 | 64 | 3.2 | % | |||||||||||||||||||
Interest expense, net of capitalized interest | (29,378 | ) | (29,290 | ) | (88 | ) | 0.3 | % | (88,837 | ) | (87,158 | ) | (1,679 | ) | 1.9 | % | |||||||||||||
Loss on early extinguishment of debt (3) | — | — | — | — | — | (1,584 | ) | 1,584 | (100.0 | )% | |||||||||||||||||||
Write-off of debt issuance costs (4) | — | — | — | — | — | (338 | ) | 338 | (100.0 | )% | |||||||||||||||||||
Other income (expense), net | 118 | (437 | ) | 555 | (127.0 | )% | (226 | ) | (928 | ) | 702 | (75.6 | )% | ||||||||||||||||
Total other expense | $ | (31,437 | ) | $ | (32,936 | ) | $ | 1,499 | (4.6 | )% | $ | (95,525 | ) | $ | (99,578 | ) | $ | 4,053 | (4.1 | )% |
(1) | Reflects accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money. |
(2) | Primarily represents interest earned on long-term receivables. |
(3) | Represents unamortized debt issuance costs written-off upon the early extinguishment of a then-existing term loan under the bank credit facility. |
(4) | Represents unamortized debt issuance costs written-off upon the amendment of the bank credit facility. |
For the Nine Months Ended June 30, | ||||||||||||||
2011 | 2010 | Variance | Percentage Variance | |||||||||||
Net cash provided by operating activities | $ | 139,091 | $ | 135,670 | $ | 3,421 | 2.5 | % | ||||||
Net cash used in investing activities | (39,666 | ) | (52,274 | ) | 12,608 | (24.1 | )% | |||||||
Net cash used in financing activities | (97,597 | ) | (80,418 | ) | (17,179 | ) | 21.4 | % | ||||||
Net increase in cash and cash equivalents | $ | 1,828 | $ | 2,978 | $ | (1,150 | ) | (38.6 | )% |
• | reduced discretionary spending on activities such as gaming, leisure and hospitality; |
• | increased competition, including the legalization or expansion of gaming in New England, New York, New Jersey, Pennsylvania or other states in the mid-Atlantic region, or the expansion of on-line gaming in the United States; |
• | unfavorable weather conditions; |
• | changes in applicable laws or policies regarding smoking or alcohol service at Mohegan Sun and Mohegan Sun at Pocono Downs; |
• | an infrastructure or transportation disruption, such as the closure of a major highway near Mohegan Sun or Mohegan Sun at Pocono Downs, for an extended period of time; and |
• | an act of terrorism on the United States. |
• | $200.0 million of 11 1/2% second lien senior secured notes due November 1, 2017, or the 2009 second lien senior secured notes; |
• | $250.0 million of 6 1/8% senior unsecured notes due February 15, 2013, or the 2005 senior unsecured notes; |
• | $2.0 million of 8 3/8% senior subordinated notes due July 1, 2011, or the 2001 senior subordinated notes; |
• | $250.0 million of 8% senior subordinated notes due April 1, 2012, or the 2002 senior subordinated notes; |
• | $225.0 million of 7 1/8% senior subordinated notes due August 15, 2014, or the 2004 senior subordinated notes; and |
• | $150.0 million of 6 7/8% senior subordinated notes due February 15, 2015, or the 2005 senior subordinated notes. |
Fiscal Quarters Ending: | |
June 30, 2011 and thereafter | 1.10:1.00 |
Fiscal Quarters Ending: | |
June 30, 2011 | 6.75:1.00 |
September 30, 2011 | 6.50:1.00 |
December 31, 2011 | 6.25:1.00 |
Fiscal Quarters Ending: | |
June 30, 2011 and September 30, 2011 | 4.25:1.00 |
December 31, 2011 | 3.75:1.00 |
Capital Expenditures | |||||||||||
Nine Months Ended June 30, 2011 | Remaining Forecasted | Total Forecasted | |||||||||
Fiscal Year 2011 | Fiscal Year 2011 | ||||||||||
Mohegan Sun: | |||||||||||
Maintenance | $ | 12.9 | $ | 11.2 | $ | 24.1 | |||||
Development | 16.3 | 3.4 | 19.7 | ||||||||
Expansion - Project Horizon | 0.7 | 0.8 | 1.5 | ||||||||
Subtotal | 29.9 | 15.4 | 45.3 | ||||||||
Mohegan Sun at Pocono Downs: | |||||||||||
Maintenance | 3.4 | 2.1 | 5.5 | ||||||||
Development | 0.5 | — | 0.5 | ||||||||
Expansion - Project Sunrise (1) | 0.4 | — | 0.4 | ||||||||
Expansion - Table Games (2) | (0.2 | ) | — | (0.2 | ) | ||||||
Subtotal | 4.1 | 2.1 | 6.2 | ||||||||
Total | $ | 34.0 | $ | 17.5 | $ | 51.5 |
(1) | Represents adjustments to the final cost for Project Sunrise. |
(2) | Represents adjustments to the final cost for table game and poker operations. |
For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Bank credit facility | $ | 5,659 | $ | 5,572 | $ | 17,739 | $ | 17,783 | |||||||
2009 11 1/2% second lien senior secured notes, includes accretion of bond discount | 5,917 | 5,963 | 17,738 | 16,046 | |||||||||||
2005 6 1/8% senior unsecured notes | 3,828 | 3,828 | 11,484 | 11,484 | |||||||||||
2001 8 3/8% senior subordinated notes | 42 | 42 | 126 | 126 | |||||||||||
2002 8% senior subordinated notes | 5,000 | 5,000 | 15,000 | 15,000 | |||||||||||
2004 7 1/8% senior subordinated notes | 4,008 | 4,008 | 12,024 | 12,024 | |||||||||||
2005 6 7/8% senior subordinated notes | 2,578 | 2,578 | 7,734 | 7,734 | |||||||||||
Line of credit | 68 | 75 | 211 | 209 | |||||||||||
WNBA promissory note | — | 5 | 6 | 20 | |||||||||||
Salishan-Mohegan bank credit facility | 164 | 141 | 453 | 414 | |||||||||||
Mohegan Tribe promissory note (Salishan-Mohegan) | 374 | 374 | 1,122 | 1,118 | |||||||||||
Mohegan Tribe credit facility (Salishan-Mohegan) | 15 | — | 18 | — | |||||||||||
Capital leases | 55 | 61 | 168 | 192 | |||||||||||
Amortization of net deferred gain on settlement of derivative instruments | (117 | ) | (115 | ) | (351 | ) | (350 | ) | |||||||
Amortization of debt issuance costs | 1,787 | 1,789 | 5,365 | 5,417 | |||||||||||
Capitalized interest | — | (31 | ) | — | (59 | ) | |||||||||
Total interest expense, net of capitalized interest | $ | 29,378 | $ | 29,290 | $ | 88,837 | $ | 87,158 |
Total | Payments due by period | |||||||||||||||||||
Contractual Obligations | Less than 1 year (1) | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||||
Long-term debt (2) | $ | 1,590,714 | $ | 765,714 | $ | 250,000 | $ | 375,000 | $ | 200,000 | ||||||||||
Interest payments on long-term debt (3) | 314,949 | 101,536 | 114,317 | 64,526 | 34,570 | |||||||||||||||
Procurement (4) | 62,657 | 18,376 | 29,364 | 8,042 | 6,875 | |||||||||||||||
Capital lease (5) | 5,515 | 700 | 1,483 | 1,602 | 1,730 | |||||||||||||||
Total | $ | 1,973,835 | $ | 886,326 | $ | 395,164 | $ | 449,170 | $ | 243,175 |
(1) | Represents payment obligations from July1, 2011 to June 30, 2012. |
(2) | Represents long-term debt maturities as of June 30, 2011. |
(3) | Represents anticipated interest payments on long-term debt as of June 30, 2011, pursuant to respective debt agreements. |
(4) | Represents anticipated expenditures in connection with various agreements entered into with vendors for inventory and other items, exclusive of amounts reflected in our condensed consolidated balance sheets. |
(5) | Represents anticipated lease payments to the Tribe relating to property located adjacent to the Tribe’s reservation that is used for parking and access to Mohegan Sun. |
Expected Maturity Date | Total | Fair Value | |||||||||||||||||||||||||||
2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | ||||||||||||||||||||||||
Liabilities (in thousands) | |||||||||||||||||||||||||||||
Long-term debt and capital lease obligations (including current portions): | |||||||||||||||||||||||||||||
Fixed rate | $ | 2,183 | $ | 261,307 | $ | 250,734 | $ | 225,763 | $ | 150,793 | $ | 202,345 | $ | 1,093,125 | $ | 889,333 | |||||||||||||
Average interest rate | 8.0 | % | 8.3 | % | 6.1 | % | 7.1 | % | 6.9 | % | 11.4 | % | 7.9 | % | |||||||||||||||
Variable rate | $ | 8,854 | $ | 494,250 | $ | — | $ | — | $ | — | $ | — | $ | 503,104 | $ | 485,740 | |||||||||||||
Average interest rate (1) | 3.4 | % | 4.1 | % | — | — | — | — | 4.0 | % |
(1) | A 100 basis point change in average interest rate would impact annual interest expense by approximately $5.0 million. |
MOHEGAN TRIBAL GAMING AUTHORITY | |||
Date: | August 15, 2011 | By: | /S/ BRUCE S. BOZSUM |
Bruce S. Bozsum Chairman and Member, Management Board | |||
Date: | August 15, 2011 | By: | /S/ MITCHELL GROSSINGER ETESS |
Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer) | |||
Date: | August 15, 2011 | By: | /S/ LEO M. CHUPASKA |
Leo M. Chupaska Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer) |
Exhibit No. | Description |
3.1 | Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authority’s Registration Statement on Form S-4, filed with the SEC on November 1, 2004 and incorporated by reference herein). |
3.2 | Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authority’s Amendment No. 1 to its Registration Statement on Form S-1, filed with the SEC on February 29, 1996 (the 1996 Form S-1) and incorporated by reference herein). |
3.3 | Articles of Organization of Mohegan Basketball Club, LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 23, 2003 (the “2003 Form S-4”) and incorporated by reference herein). |
3.4 | Operating Agreement of Mohegan Basketball Club, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the 2003 Form S-4 and incorporated by reference herein). |
3.5 | Certificate of Organization of Mohegan Commercial Ventures PA, LLC, dated as of January 6, 2005, as amended (filed as Exhibit 3.5 to the Authority’s Registration Statement on Form S-4, filed with the SEC on June 7, 2005 (the “2005 Form S-4”) and incorporated by reference herein). |
3.6 | Operating Agreement of Mohegan Commercial Ventures PA, LLC, a Commonwealth of Pennsylvania limited liability company, dated as of December 15, 2004 (filed as Exhibit 3.6 to the 2005 Form S-4 and incorporated by reference herein). |
3.7 | Certificate of Limited Partnership of Downs Racing, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.7 to the 2005 Form S-4 and incorporated by reference herein). |
3.8 | Amended and Restated Limited Partnership Agreement of Downs Racing, L.P., dated as of January 25, 2005 (filed as Exhibit 3.8 to the 2005 Form S-4 and incorporated by reference herein). |
3.9 | Certificate of Limited Partnership of Backside, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.9 to the 2005 Form S-4 and incorporated by reference herein). |
3.10 | Amended and Restated Limited Partnership Agreement of Backside, L.P., dated as of January 25, 2005 (filed as Exhibit 3.10 to the 2005 Form S-4 and incorporated by reference herein). |
3.11 | Certificate of Limited Partnership of Mill Creek Land, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.11 to the 2005 Form S-4 and incorporated by reference herein). |
3.12 | Amended and Restated Limited Partnership Agreement of Mill Creek Land, L.P., dated as of January 25, 2005 (filed as Exhibit 3.12 to the 2005 Form S-4 and incorporated by reference herein). |
3.13 | Certificate of Limited Partnership of Northeast Concessions, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.13 to the 2005 Form S-4 and incorporated by reference herein). |
3.14 | Amended and Restated Limited Partnership Agreement of Northeast Concessions, L.P., dated as of January 25, 2005 (filed as Exhibit 3.14 to the 2005 Form S-4 and incorporated by reference herein). |
3.15 | Articles of Organization of Mohegan Ventures-Northwest, LLC, dated as of July 23, 2004 (filed as Exhibit 3.15 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on August 10, 2006 (the “June 2006 Form 10-Q”) and incorporated by reference herein). |
3.16 | Operating Agreement of Mohegan Ventures-Northwest, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of July 23, 2004 (filed as Exhibit 3.16 to the June 2006 Form 10-Q and incorporated by reference herein). |
Exhibit No. | Description |
3.17 | Articles of Organization of Mohegan Golf, LLC, dated as of November 20, 2006 (filed as Exhibit 3.17 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006 (the “2006 Form 10-K”) and incorporated by reference herein). |
3.18 | Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of February 27, 2007 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, filed with the SEC on May 15, 2007 (the “March 2007 Form 10-Q”) and incorporated by reference herein). |
3.19 | Articles of Organization of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.19 to the March 2007 Form 10-Q and incorporated by reference herein). |
3.20 | Certificate of Formation of MTGA Gaming, LLC, dated as of July 27, 2007 (filed as Exhibit 3.20 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “2007 Form 10-K”), filed with the SEC on December 21, 2007 and incorporated by reference herein). |
3.21 | Articles of Amendment of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 15, 2008 and incorporated by reference herein). |
4.1 | Relinquishment Agreement, dated as of February 7, 1998, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.14 to the Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein). |
4.2 | Indenture, dated as of July 26, 2001, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee, relating to the 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.9 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 14, 2001 (the “2001 Form S-4”) and incorporated by reference herein). |
4.3 | Supplemental Indenture, dated as of January 27, 2003, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC, the other Subsidiary Guarantors (as defined under the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (the “June 2003 Form 10-Q), filed with the SEC on August 7, 2003 and incorporated by reference herein). |
4.4 | Second Supplemental Indenture, dated as of July 28, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.9 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 (the “June 2004 Form 10-Q”), filed with the SEC on August 16, 2004 and incorporated by reference herein). |
4.5 | Form of Global 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.9 to the 2001 Form S-4 and incorporated by reference herein). |
4.6 | Indenture, dated as of February 20, 2002, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the Authority’s Registration Statement on Form S-4, filed with the SEC on March 27, 2002 (the “2002 Form S-4”) and incorporated by reference herein). |
4.7 | Supplemental Indenture, dated as of January 27, 2003, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC, the other Subsidiary Guarantors (as defined under the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the June 2003 Form 10-Q and incorporated by reference herein). |
Exhibit No. | Description |
4.8 | Amended and Restated Supplemental Indenture, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, Mohegan Basketball Club, LLC and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.14 to the Authority’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, filed with the SEC on February 14, 2005 (the “December 2004 Form 10-Q”) and incorporated by reference herein). |
4.9 | Supplemental Indenture No. 2, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, Mohegan Basketball Club, LLC and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.15 to the December 2004 Form 10-Q and incorporated by reference herein). |
4.10 | Supplemental Indenture No. 3, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the December 2004 Form 10-Q and incorporated by reference herein). |
4.11 | Supplemental Indenture No. 4, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.11 to the June 2006 Form 10-Q and incorporated by reference herein). |
4.12 | Supplemental Indenture No. 5, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the 2006 Form 10-K and incorporated by reference herein). |
4.13 | Supplemental Indenture No. 6, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.13 to the March 2007 Form 10-Q and incorporated by reference herein). |
4.14 | Supplemental Indenture No. 7, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.14 to the 2007 Form 10-K and incorporated by reference herein). |
4.15 | Form of Global 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.12 to the 2002 Form S-4 and incorporated by reference herein). |
4.16 | Indenture, dated as of August 3, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Mohegan Basketball Club, LLC and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the June 2004 Form 10-Q and incorporated by reference herein). |
4.17 | Supplemental Indenture No. 1, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.25 to the December 2004 Form 10-Q and incorporated by reference herein). |
4.18 | Supplemental Indenture No. 2, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2006 Form 10-Q and incorporated by reference herein). |
Exhibit No. | Description |
4.19 | Supplemental Indenture No. 3, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the 2006 Form 10-K and incorporated by reference herein). |
4.20 | Supplemental Indenture No. 4, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2007 Form 10-Q and incorporated by reference herein). |
4.21 | Supplemental Indenture No. 5, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the 2007 Form 10-K and incorporated by reference herein). |
4.22 | Form of Global 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2004 Form 10-Q and incorporated by reference herein). |
4.23 | Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 (filed as Exhibit 4.28 to the December 2004 Form 10-Q and incorporated by reference herein). |
4.24 | Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the June 2006 Form 10-Q and incorporated by reference herein). |
4.25 | Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.27 to the 2006 Form 10-K and incorporated by reference herein). |
4.26 | Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the March 2007 Form 10-Q and incorporated by reference herein). |
4.27 | Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.35 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the SEC on December 21, 2007 and incorporated by reference herein). |
4.28 | Form of Global 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the December 2004 Form 10-Q and incorporated by reference herein). |
4.29 | Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and Wachovia Bank, National Association, as Trustee, relating to the 6 1/8% Senior Notes Due 2013 (filed as Exhibit 4.31 to the December 2004 Form 10-Q and incorporated by reference herein). |
Exhibit No. | Description |
4.30 | Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the June 2006 Form 10-Q and incorporated by reference herein). |
4.31 | Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the 2006 Form 10-K and incorporated by reference herein). |
4.32 | Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.36 to the March 2007 Form 10-Q and incorporated by reference herein). |
4.33 | Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.41 to the 2007 Form 10-K and incorporated by reference herein). |
4.34 | Form of Global 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.32 to the December 2004 Form 10-Q and incorporated by reference herein). |
4.35 | Indenture, dated as of October 26, 2009, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 11 1/2% Second Lien Senior Secured Notes Due 2017 (filed as Exhibit 4.43 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on December 28, 2009 (the “2009 Form 10-K”) and incorporated by reference herein). |
4.36 | Form of Global 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.44 to the 2009 Form 10-K and incorporated by reference herein). |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith). |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith). |
32.1 | Section 1350 Certification of Chief Executive Officer (filed herewith). |
32.2 | Section 1350 Certification of Chief Financial Officer (filed herewith). |
101.INS* | XBRL Instance Document (filed herewith). |
101.SCH* | XBRL Taxonomy Extension Schema (filed herewith). |
101.CAL* | XBRL Taxonomy Calculation Linkbase (filed herewith). |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase (filed herewith). |
101.LAB* | XBRL Taxonomy Extension Label Linkbase (filed herewith). |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase (filed herewith). |
Date: | August 15, 2011 | /s/ MITCHELL GROSSINGER ETESS |
Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority |
Date: | August 15, 2011 | /s/ LEO M. CHUPASKA |
Leo M. Chupaska Chief Financial Officer, Mohegan Tribal Gaming Authority |
/s/ MITCHELL GROSSINGER ETESS |
Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority |
August 15, 2011 |
/s/ LEO M. CHUPASKA |
Leo M. Chupaska Chief Financial Officer, Mohegan Tribal Gaming Authority |
August 15, 2011 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $)
In Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Revenues: | Â | Â | Â | Â |
Gaming | $ 328,317 | $ 321,119 | $ 952,418 | $ 950,081 |
Food and beverage | 22,446 | 23,925 | 65,669 | 70,078 |
Hotel | 9,134 | 9,369 | 26,788 | 27,875 |
Retail, entertainment and other | 29,123 | 27,796 | 77,947 | 83,022 |
Gross revenues | 389,020 | 382,209 | 1,122,822 | 1,131,056 |
Less-Promotional allowances | (27,641) | (28,130) | (77,894) | (82,871) |
Net revenues | 361,379 | 354,079 | 1,044,928 | 1,048,185 |
Operating costs and expenses: | Â | Â | Â | Â |
Gaming | 198,923 | 204,593 | 587,247 | 603,344 |
Food and beverage | 10,421 | 11,742 | 30,861 | 33,711 |
Hotel | 3,413 | 3,504 | 9,906 | 10,581 |
Retail, entertainment and other | 9,081 | 8,471 | 23,247 | 26,448 |
Advertising, general and administrative | 52,978 | 52,121 | 151,400 | 152,551 |
Corporate | 3,856 | 4,916 | 12,163 | 13,293 |
Depreciation and amortization | 22,621 | 23,154 | 68,451 | 72,134 |
Severance | (11) | 0 | 244 | 0 |
Pre-opening | 0 | 1,651 | 0 | 2,179 |
Total operating costs and expenses | 301,282 | 310,152 | 883,519 | 914,241 |
Income from operations | 60,097 | 43,927 | 161,409 | 133,944 |
Other income (expense): | Â | Â | Â | Â |
Accretion of discount to the relinquishment liability | (2,842) | (3,856) | (8,525) | (11,569) |
Interest income | 665 | 647 | 2,063 | 1,999 |
Interest expense, net of capitalized interest | (29,378) | (29,290) | (88,837) | (87,158) |
Loss on early extinguishment of debt | 0 | 0 | 0 | (1,584) |
Write-off of debt issuance costs | 0 | 0 | 0 | (338) |
Other income (expense), net | 118 | (437) | (226) | (928) |
Total other expense | (31,437) | (32,936) | (95,525) | (99,578) |
Net income | 28,660 | 10,991 | 65,884 | 34,366 |
Loss attributable to non-controlling interests | 486 | 627 | 1,400 | 1,683 |
Net income attributable to Mohegan Tribal Gaming Authority | $ 29,146 | $ 11,618 | $ 67,284 | $ 36,049 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (USD $)
In Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] | Â | Â | Â | Â |
Total capital | $ 161,659 | $ 165,120 | $ 132,044 | $ 179,685 |
Contributions from members | 306 | 256 | 1,785 | 766 |
Net income (loss) | 28,660 | 10,991 | 65,884 | 34,366 |
Distributions to Mohegan Tribe | (14,581) | (10,207) | (23,669) | (48,657) |
Total capital | 176,044 | 166,160 | 176,044 | 166,160 |
Mohegan Tribal Gaming Authority
|
 |  |  |  |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | Â | Â | Â | Â |
Total capital | 158,526 | 161,836 | 129,476 | 175,855 |
Contributions from members | 0 | 0 | 0 | 0 |
Net income (loss) | 29,146 | 11,618 | 67,284 | 36,049 |
Distributions to Mohegan Tribe | (14,581) | (10,207) | (23,669) | (48,657) |
Total capital | 173,091 | 163,247 | 173,091 | 163,247 |
Noncontrolling Interests
|
 |  |  |  |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | Â | Â | Â | Â |
Total capital | 3,133 | 3,284 | 2,568 | 3,830 |
Contributions from members | 306 | 256 | 1,785 | 766 |
Net income (loss) | (486) | (627) | (1,400) | (1,683) |
Distributions to Mohegan Tribe | 0 | 0 | 0 | 0 |
Total capital | $ 2,953 | $ 2,913 | $ 2,953 | $ 2,913 |
Document and Entity Information
In Thousands |
9 Months Ended |
---|---|
Jun. 30, 2011
|
|
Entity Registrant Name | MOHEGAN TRIBAL GAMING AUTHORITY |
Entity Central Index Key | 0001005276 |
Current Fiscal Year End Date | --09-30 |
Entity Filer Category | Non-accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2011 |
Document Fiscal Year Focus | 2011 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 0 |
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COMMITMENTS AND CONTINGENCIES
|
9 Months Ended |
---|---|
Jun. 30, 2011
|
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COMMITMENTS AND CONTINGENCIES: [Abstract] | Â |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES: Slot Win and Free Promotional Slot Play Contributions In May 1994, the Tribe and the State of Connecticut entered into a Memorandum of Understanding (“MOU”), which sets forth certain matters regarding implementation of the Mohegan Compact. The MOU stipulates that a portion of revenues from slot machines must be paid to the State of Connecticut (“Slot Win Contribution”). Slot Win Contribution payments are not required if the State of Connecticut legalizes any other gaming operation with slot machines, video facsimiles of games of chance or other commercial casino games within the State of Connecticut, except those consented to by the Tribe and the Mashantucket Pequot Tribe (the “MPT”). For each 12-month period commencing July 1, 1995, Slot Win Contribution payments shall be the lesser of: (1) 30% of gross revenues from slot machines, or (2) the greater of (a) 25% of gross revenues from slot machines or (b) $80.0 million. In September 2009, the Authority entered into a settlement agreement with the State of Connecticut regarding contribution payments on the Authority's free promotional slot play program and the distribution of previously escrowed payments, following litigation between the State of Connecticut and the MPT concerning similar issues. Under the terms of the settlement agreement, effective July 1, 2009, the State of Connecticut agreed that no value shall be attributed to free promotional slot plays utilized by patrons at Mohegan Sun for purposes of calculating monthly contribution payments, provided that the aggregate amount of free promotional slot plays during any month does not exceed 5.5% of gross revenues from slot machines for such month. In the event free promotional slot plays exceed 5.5% of monthly gross revenues from slot machines, contribution payments are required on such excess face amount of free promotional slot plays at the same rate as Slot Win Contribution payments, or 25%. The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $46.8 million and $48.3 million for the three months ended June 30, 2011 and 2010, respectively, and $135.4 million and $140.4 million for the nine months ended June 30, 2011 and 2010, respectively. As of June 30, 2011 and September 30, 2010, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $15.1 million and $14.8 million, respectively. Pennsylvania Slot Machine Tax Downs Racing holds a Category One slot machine license issued by the Pennsylvania Gaming Control Board (the “PGCB”) for the operation of slot machines at Mohegan Sun at Pocono Downs. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun at Pocono Downs, expandable to up to a total of 5,000 slot machines upon request and approval of the PGCB. The Pennsylvania Race Horse Development and Gaming Act stipulates that holders of Category One slot machine licenses must pay a portion of revenues from slot machines to the PGCB on a daily basis (“Pennsylvania Slot Machine Tax”), which includes local share assessments to be paid to the cities and municipalities hosting Mohegan Sun at Pocono Downs and amounts to be paid to the Pennsylvania Harness Horsemen's Association, Inc. (the “PHHA”). The Pennsylvania Slot Machine Tax is currently 55% of gross revenues from slot machines, 2% of which is subject to a $10.0 million minimum annual threshold to ensure that the host cities and municipalities receive an annual minimum of $10.0 million in local share assessments. Downs Racing maintains a $1.5 million escrow deposit in the name of the Commonwealth of Pennsylvania for Pennsylvania Slot Machine Tax payments, which was included in other assets, net, in the accompanying condensed consolidated balance sheets. The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $32.4 million and $33.2 million for the three months ended June 30, 2011 and 2010, respectively, and $95.5 million and $95.1 million for the nine months ended June 30, 2011 and 2010, respectively. As of June 30, 2011 and September 30, 2010, outstanding Pennsylvania Slot Machine Tax payments totaled $3.2 million and $4.6 million, respectively. Pennsylvania Table Game Tax In January 2010, the Commonwealth of Pennsylvania amended the Pennsylvania Race Horse Development and Gaming Act to allow slot machine operators in the Commonwealth of Pennsylvania to obtain a table game operation certificate and operate certain table games, including poker. On July 13, 2010, Downs Racing opened its table game and poker operations at Mohegan Sun at Pocono Downs. Under the amended law, holders of table game operation certificates must pay a portion of revenues from table games to the PGCB on a weekly basis (“Pennsylvania Table Game Tax”). During the initial two years of operation, the Pennsylvania Table Game Tax is 14%, plus 2% in local share assessments. Following the initial two years of operation, the Pennsylvania Table Game Tax will be reduced to 12%, plus the 2% local share assessments. The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.7 million and $ 4.9 million for the three months and nine months ended June 30, 2011, respectively. As of June 30, 2011 and September 30, 2010, outstanding Pennsylvania Table Game Tax payments totaled $167,000. Pennsylvania Regulatory Fee Slot machine licensees in the Commonwealth of Pennsylvania are required to reimburse state gaming regulatory agencies for various administrative and operating expenses (“Pennsylvania Regulatory Fee”). The assessment rate of the Pennsylvania Regulatory Fee is yet to be finalized by the PGCB. Downs Racing is currently recording expenses associated with the Pennsylvania Regulatory Fee at a rate of 1.5% of gross revenues from slot machines and table games. The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.3 million and $1.1 million for the three months ended June 30, 2011 and 2010, respectively, and $3.7 million and $3.0 million for the nine months ended June 30, 2011 and 2010, respectively. As of June 30, 2011 and September 30, 2010, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $90,000 and $87,000, respectively. Pennsylvania Gaming Control Board Loans The PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in the Commonwealth of Pennsylvania, which are to be repaid by slot machine licensees (the "Initial Loans"). The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which also are to be repaid by slot machine licensees (the "Subsequent Loans"). Repayment of the Initial Loans will commence when all 14 approved gaming facilities are opened in the Commonwealth of Pennsylvania. Currently, 10 of the 14 approved gaming facilities have commenced operations. As of June 30, 2011, the Authority has concluded that a repayment contingency for the Initial Loans is probable but not reasonably estimable since the PGCB has not yet established a method of assessment of repayment for the Initial Loans and, as such, the Authority has not recorded a related accrual for such repayment. On June 28, 2011, the PGCB adopted a method of assessment of repayment for the Subsequent Loans pursuant to which repayment will commence on January 1, 2012 and continue over a 10-year period in accordance with a formula based on a combination of a single fiscal year and cumulative gross revenues from slot machines for each operating slot machine licensee. The Authority recorded a $676,000 charge in connection with this repayment schedule, which was reflected in gaming costs and expenses in the accompanying condensed consolidated statements of income for the three months and nine months ended June 30, 2011. Horsemen’s Agreement Downs Racing and the PHHA are parties to an agreement that governs all live harness racing and simulcasting and account wagering at the Pennsylvania Entities through December 31, 2014. As of June 30, 2011 and September 30, 2010, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $11.6 million and $9.1 million, respectively. Priority Distribution Agreement In August 2001, the Authority and the Tribe entered into an agreement (the “Priority Distribution Agreement”), which stipulates that the Authority must make monthly payments to the Tribe to the extent of the Authority's Net Cash Flow, as defined under the Priority Distribution Agreement. The Priority Distribution Agreement, which has a perpetual term, limits the maximum aggregate priority distribution payments in each calendar year to $14.0 million, as adjusted annually in accordance with a formula specified in the Priority Distribution Agreement to reflect the effects of inflation. Payments under the Priority Distribution Agreement: (1) do not reduce the Authority's obligations to reimburse the Tribe for governmental and administrative services provided by the Tribe or to make payments under any other agreements with the Tribe; (2) are limited obligations of the Authority and are payable only to the extent of the Authority's Net Cash Flow, as defined under the Priority Distribution Agreement; and (3) are not secured by a lien or encumbrance on any of the Authority's assets or properties. The Authority reflected payments associated with the Priority Distribution Agreement totaling $4.6 million and $4.5 million for the three months ended June 30, 2011 and 2010, respectively, and $13.7 million and $13.5 million for the nine months ended June 30, 2011 and 2010, respectively. Litigation The Authority is a defendant in various litigation matters resulting from its normal course of business. In the opinion of management, the aggregate liability, if any, arising from such litigations will not have a material impact on the Authority's financial position, results of operations or cash flows. |
LIQUIDITY AND FINANCIAL POSITION
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9 Months Ended |
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Jun. 30, 2011
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LIQUIDITY AND FINANCIAL POSITION [Abstract] | Â |
Liquidity Disclosure [Policy Text Block] | LIQUIDITY AND FINANCIAL POSITION The Authority has significant outstanding indebtedness and financial commitments. As of June 30, 2011, the Authority's debt totaled $1.6 billion, of which $765.7 million matures within the next twelve months, including $479.0 million outstanding under the Authority's Bank Credit Facility which matures on March 9, 2012 and the Authority's $250.0 million 2002 8% Senior Subordinated Notes which mature on April 1, 2012. In addition, a substantial amount of the Authority's other outstanding indebtedness matures over the following three fiscal years. Please refer to Note 4 “Long-Term Debt” for further details regarding the Authority's debt maturities. The Authority estimates, but can provide no assurance, that cash flows from operations, combined with existing cash balances and available borrowings under the Bank Credit Facility, including any extensions or replacements thereof, will be sufficient to fund its cash requirements for scheduled interest payments on its outstanding indebtedness, relinquishment payments, planned capital expenditures, distributions to the Tribe and projected working capital needs over the next twelve months. However, the Authority does not anticipate that these funding sources will be sufficient to repay amounts outstanding under the Bank Credit Facility or the $250.0 million 2002 8% Senior Subordinated Notes at maturity. Accordingly, the Authority intends to refinance such outstanding indebtedness or otherwise access the debt capital markets to replace such outstanding indebtedness prior to their maturity in order to maintain sufficient resources for its operations. In this regard, the Authority has engaged Blackstone Advisory Partners, L.P. and Credit Suisse Securities (USA) LLC to assist in its strategic planning relating to its debt maturities and evaluation and implementation of refinancing alternatives. The Authority can provide no assurance that it will be able to refinance or replace the Bank Credit Facility or the $250.0 million 2002 8% Senior Subordinated Notes or that financing options available to it, if any, will be on favorable or acceptable terms. If the Authority is unable to refinance or replace the Bank Credit Facility and the $250.0 million 2002 8% Senior Subordinated Notes at or prior to their respective maturities, it would be in default thereof, which may result in cross-defaults under its other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would allow the Authority's lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of outstanding indebtedness. As discussed herein, the Authority would not have sufficient funds to repay such accelerated indebtedness and its ability to otherwise refinance or replace its outstanding indebtedness is limited. If such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary for such repayment, which would have a material adverse effect on the Authority's financial position, results of operations and cash flows. The Authority continues to monitor revenues, expenditures and borrowings under the Bank Credit Facility to ensure continued compliance with its financial covenant requirements. While the Authority anticipates that it will remain in compliance with all covenant requirements under the Bank Credit Facility for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with these financial covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or amendments under the Bank Credit Facility; however, the Authority can provide no assurance that it would be able to obtain such waivers or amendments. If the Authority is unable to obtain such waivers or amendments, it would be in default under the Bank Credit Facility, which may result in cross-defaults under its other outstanding indebtedness and allow its lenders and creditors to exercise their rights and remedies, as discussed above. In addition, if the Authority's pro forma fixed charge coverage ratio, as defined under its senior and senior subordinated note indentures, falls below 2.0 to 1.0, it will be unable to refinance its outstanding subordinated indebtedness with senior indebtedness without waivers or consents from certain of its creditors, thus limiting the options available to the Authority to refinance or replace its outstanding indebtedness. In such event, the Authority can provide no assurance that it will be able to obtain such waivers or consents or that it will be able to refinance or replace its outstanding indebtedness or that financing options available to it, if any, will be on favorable or acceptable terms. As of June 30, 2011, the Authority's fixed charge coverage ratio was above 2.0 to 1.0. |
SEGMENT REPORTING
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Segment Reporting [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | SEGMENT REPORTING: As of June 30, 2011, the Authority owns and operates either directly or through wholly-owned subsidiaries Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country Club (collectively, the “Connecticut Entities”), and the Pennsylvania Entities. All of the Authority's revenues are derived from these operations. The Connecticut Sun WNBA franchise and the Mohegan Sun Country Club are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. The Authority's executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut Entities and the Pennsylvania Entities on a separate basis. The Authority, therefore, believes that it has two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut Entities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania Entities. The following tables provide financial information related to each segment (in thousands):
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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION
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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION: [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Text Block] | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION: As of June 30, 2011, substantially all of the Authority's outstanding debt, including its Bank Credit Facility, 2009 Second Lien Senior Secured Notes, 2005 Senior Unsecured Notes, 2002 Senior Subordinated Notes, 2004 Senior Subordinated Notes and 2005 Senior Subordinated Notes, is fully and unconditionally guaranteed, on a joint and several basis, by the following 100% owned subsidiaries of the Authority: MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. The 2001 Senior Subordinated Notes are fully and unconditionally guaranteed by MBC. In September 2010, Mohegan Ventures, LLC, a subsidiary of the Tribe, surrendered its membership interest in WTG to MVW. Accordingly, MVW now holds 100% membership interest in WTG. Separate financial statements and other disclosures concerning MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG are not presented below because the Authority believes that the summarized financial information provided below and in Note 8 are adequate for investor analysis of these subsidiaries. Condensed consolidating financial statement information for the Authority, its 100% owned guarantor subsidiaries and its non-guarantor entities as of June 30, 2011 and September 30, 2010 and for the three months and nine months ended June 30, 2011 and 2010 is as follows (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS
(1) Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. (2) Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)
(1) Includes Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. (2) Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
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RELINQUISHMENT AGREEMENT
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RELINQUISHMENT AGREEMENT: [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Relinquishment Agreement [Text Block] | RELINQUISHMENT AGREEMENT: In February 1998, the Authority and Trading Cove Associates (“TCA”) entered into a relinquishment agreement (the “Relinquishment Agreement”). Effective January 1, 2000 (the “Relinquishment Date”), the Relinquishment Agreement superseded a then-existing management agreement with TCA. The Relinquishment Agreement provides, among other things, that the Authority make certain payments to TCA out of, and determined as a percentage of, Revenues, as defined under the Relinquishment Agreement, generated by Mohegan Sun over a 15-year period commencing on the Relinquishment Date. The payments (“Senior Relinquishment Payments” and “Junior Relinquishment Payments”) have separate schedules and priorities. Senior Relinquishment Payments commenced on April 25, 2000, 25 days following the end of the first three-month period after the Relinquishment Date, and continue at the end of each three-month period thereafter until January 25, 2015. Junior Relinquishment Payments commenced on July 25, 2000, 25 days following the end of the first six-month period after the Relinquishment Date, and continue at the end of each six-month period thereafter until January 25, 2015. Each Senior and Junior Relinquishment Payment is 2.5% of Revenues generated by Mohegan Sun over the immediate preceding three-month or six-month payment period, as the case may be. Revenues are defined under the Relinquishment Agreement as gross gaming revenues, other than Class II Gaming revenues, and all other revenues, as defined, including, without limitation, hotel revenues, room service revenues, food and beverage revenues, ticket revenues, fees or receipts from the convention/events center and all rental revenues or other receipts from lessees and concessionaires, but not the gross receipts of such lessees, licenses and concessionaires, derived directly or indirectly from the facilities, as defined. Revenues under the Relinquishment Agreement exclude revenues generated from certain expansion areas of Mohegan Sun, such as Casino of the Wind, as such areas do not constitute facilities as defined under the Relinquishment Agreement. In the event of any bankruptcy, liquidation, reorganization or similar proceeding relating to the Authority, the Relinquishment Agreement provides that Senior and Junior Relinquishment Payments then due and owing are subordinated in right of payment to the Authority's senior secured obligations, which include the Bank Credit Facility, the 2009 Second Lien Senior Secured Notes and capital lease obligations, and that Junior Relinquishment Payments then due and owing are further subordinated in right of payment to all of the Authority's other senior obligations, including the 2005 Senior Unsecured Notes. The Relinquishment Agreement also provides that all relinquishment payments are subordinated in right of payment to the minimum priority distribution payments, which are required monthly payments made by the Authority to the Tribe under the Priority Distribution Agreement, to the extent then due. The Authority, in accordance with authoritative guidance issued by the FASB pertaining to the accounting for contingencies, recorded a $549.1 million relinquishment liability at September 30, 1998 based on the estimated present value of its obligations under the Relinquishment Agreement. As of June 30, 2011 and September 30, 2010, the carrying amount of the relinquishment liability was $204.8 million and $230.7 million, respectively. The decrease in the relinquishment liability during the nine months ended June 30, 2011 was due to $34.4 million in relinquishment payments. This reduction in the liability was offset by $8.5 million representing the accretion of discount to the relinquishment liability. Relinquishment payments consisted of the following (in millions):
The accretion of discount to the relinquishment liability reflects the accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money. As of June 30, 2011 and September 30, 2010, relinquishment payments earned but unpaid were $20.6 million and $14.9 million, respectively. |
Condensed Consolidated Statements of Cash Flows Parenthetical (USD $)
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Decrease in construction payables | $ 5,688 | $ 8,795 |
BASIS OF PRESENTATION
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BASIS OF PRESENTATION: [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Significant Accounting Policies [Text Block] | BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Authority's operating results for the interim period, have been included. The Authority's operating results for the three months and nine months ended June 30, 2011 are not necessarily indicative of results for the fiscal year ending September 30, 2011. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Authority's Annual Report on Form 10-K for the fiscal year ended September 30, 2010. The Authority's operating results for the three months and nine months ended June 30, 2011 reflect an adjustment of $3.7 million to reduce cash and cash equivalents and slot revenues that were incorrectly recorded during fiscal 2005, 2006 and 2007, and interim periods within those fiscal years. Because amounts involved were not material to the Authority’s financial statements in any individual prior period, and the cumulative amount is not material to estimated operating results for the fiscal year ending September 30, 2011, the Authority recorded the cumulative effect of correcting these items during the three months ended June 30, 2011. In addition, certain amounts in the accompanying 2010 condensed consolidated financial statements have been reclassified to conform to 2011 presentation. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Authority and its majority and wholly-owned subsidiaries and entities. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”) pertaining to consolidation of variable interest entities, the accounts of Salishan-Mohegan are consolidated into the accounts of Mohegan Ventures-NW, and the accounts of MG&H, Mohegan Resorts and its subsidiaries are consolidated into the accounts of MTGA Gaming, as Mohegan Ventures-NW and MTGA Gaming are deemed to be the primary beneficiaries. In consolidation, all intercompany balances and transactions were eliminated. Fair Value of Financial Instruments The fair value amounts presented below are reported to satisfy disclosure requirements pursuant to authoritative guidance issued by the FASB pertaining to disclosures about fair values of financial instruments and are not necessarily indicative of amounts that the Authority could realize in a current market transaction. The Authority applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:
The Authority's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy. The carrying amount of cash and cash equivalents, receivables, trade payables and promissory notes approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):
The estimated fair values of the Authority's financing facilities and notes were based on quoted market prices or prices of similar instruments on or about June 30, 2011. Severance In September 2010, the Authority implemented cost containment initiatives in an effort to better align operating costs with market and business conditions, including a workforce reduction in Uncasville, Connecticut. The costs associated with related post-employment severance benefits were expensed at the time the termination was communicated to the employees. Severance for the three months and nine months ended June 30, 2011 resulted from adjustments to the initial estimates utilized under the workforce reduction plan. Cash payments commenced in September 2010 and are anticipated to be completed in March 2012. The Authority does not anticipate incurring any additional severance charges in connection with this workforce reduction, other than charges that may arise from adjustments to the initial estimates utilized under the plan. The following table presents a reconciliation of the related severance liability by business segment (in thousands):
Long-Term Receivables Long-term receivables consist primarily of receivables from affiliates and tenants. Receivables from affiliates, which are included in other assets, net, in the accompanying condensed consolidated balance sheets, consist primarily of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project and WTG on behalf of the Menominee Tribe for the Menominee Project. The Salishan-Mohegan receivables are payable upon: (1) the receipt of necessary financing for the development of the proposed casino, and (2) the related property being taken into trust by the United States Department of the Interior. Due to the uncertainty in the development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan-Mohegan receivables, which is based on the Authority's estimate of the probability that the receivables will be collected. The Authority assesses the reserve for doubtful collection of the Salishan-Mohegan receivables on a quarterly basis. Future developments in the receipt of financing, the relevant land being taken into trust or other matters affecting the Cowlitz Project could affect the collectability of the Salishan-Mohegan receivables. In fiscal 2008, the WTG receivables were fully reserved, and, in fiscal 2010, WTG ceased advancing development expenses on behalf of the Menominee Tribe for the Menominee Project. A portion of the WTG receivables is payable upon the receipt of necessary financing for the development of the proposed casino, subject to certain conditions. Receivables from tenants, which are primarily included in other assets, net, in the accompanying condensed consolidated balance sheets, consist primarily of funds loaned to various tenants at Mohegan Sun and Mohegan Sun at Pocono Downs. Loan terms range between three and ten years. The Authority maintains a reserve for doubtful collection of receivables from tenants, which is based on the Authority's estimate of the amount expected to be uncollectible considering historical experience, creditworthiness of the related tenant and all other available information. The following table presents a reconciliation of long-term receivables and the related reserves for doubtful collection of these long-term receivables (in thousands):
New Accounting Standards In June 2011, the FASB issued revised guidance pertaining to reporting of comprehensive income. The revised guidance allows an entity the option of presenting the total of comprehensive income, components of net income and components of other comprehensive income, either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The revised guidance is effective retrospectively for annual periods, and interim periods within those annual periods, beginning after December 15, 2011. The Authority does not expect this adoption to impact its financial position, results of operations or cash flows. In July 2010, the FASB issued guidance pertaining to disclosures about the credit quality of financing receivables and allowance for credit losses. The new guidance is effective for interim and annual periods ending on or after December 15, 2010. The Authority adopted this guidance in its first quarter of fiscal 2011, and its adoption did not impact the Authority's financial position, results of operations or cash flows. In June 2009, the FASB issued guidance pertaining to the elimination of the concept of a qualifying special purpose entity. The new guidance also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying the enterprise that has the power to direct the activities of the variable interest entity and the obligation to absorb losses or the right to receive benefits of the variable interest entity. Additionally, the new guidance provides more timely and useful information about an enterprise's involvement with a variable interest entity. The new guidance is effective for annual periods beginning on or after November 15, 2009. The Authority adopted this guidance in its first quarter of fiscal 2011, and its adoption did not impact the Authority's financial position, results of operations or cash flows. In April 2010, the FASB issued guidance pertaining to accruals for casino jackpot liabilities. The new guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying such jackpot. The new guidance specifies that jackpots should be accrued and charged to revenue when the entity has the obligation to pay such jackpot and applies to both base and progressive jackpots and requires a cumulative-effect adjustment to opening retained earnings in the period of adoption. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2010. The Authority does not expect this adoption to materially impact its financial position, results of operations or cash flows. In January 2010, the FASB issued amended guidance pertaining to fair value measurements and disclosures. The amended guidance requires additional disclosures about significant unobservable inputs and transfers within Level 1 and 2 measurements. This guidance is effective for interim and annual periods beginning on or after December 15, 2009. The Authority adopted this guidance in its first quarter of fiscal 2010, and its adoption did not impact the Authority's financial position, results of operations or cash flows. The amended guidance also requires enhanced disclosure of activities within Level 3 fair value measurements. Those disclosures are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2010. The Authority does not expect this adoption to impact its financial position, results of operations or cash flows. |
LONG-TERM DEBT
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Jun. 30, 2011
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Long-term Debt, Unclassified [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt [Text Block] | LONG-TERM DEBT: Long-term debt consisted of the following (in thousands, including current maturities):
Bank Credit Facility In October 2009, the Authority entered into an amendment to the terms of its Bank Credit Facility. The Bank Credit Facility provides for a revolving loan and letter of credit borrowing capacity of up to $675.0 million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A., serving as Administrative Agent. The Bank Credit Facility has no mandatory amortization provision and is payable in full on March 9, 2012. As of June 30, 2011, $479.0 million was drawn on the Bank Credit Facility. As of June 30, 2011, letters of credit issued under the Bank Credit Facility totaled $3.9 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Bank Credit Facility, and after taking into account restrictive financial covenant requirements under the Bank Credit Facility and the Authority's Line of Credit and note indentures, the Authority had approximately $122.9 million of borrowing capacity under the Bank Credit Facility as of June 30, 2011. Under the Bank Credit Facility, at the Authority's option, each advance of loan proceeds accrues interest on the basis of a Base Rate or on the basis of a one-month, two-month, three-month, six-month or twelve-month Eurodollar Rate, plus in either case, an Applicable Rate based on the Authority's total leverage ratio, as each term is defined under the Bank Credit Facility. The Authority also pays commitment fees for the unused portion of borrowing capacity under the Bank Credit Facility on a quarterly basis equal to the product obtained by multiplying the Applicable Rate for commitment fees by the average daily unused borrowing capacity for that calendar quarter. The Applicable Rate for Base Rate loans is between 1.25% and 2.75%. The Applicable Rate for Eurodollar Rate loans is between 2.50% and 4.00%. The Applicable Rate for commitment fees is between 0.20% and 0.50%. The Base Rate is the higher of Bank of America's announced Prime Rate, the Eurodollar Rate for one-month contracts plus 1.25% or the Federal Funds Rate plus 0.50%. Interest on Base Rate loans is payable quarterly in arrears. Interest on Eurodollar Rate loans is payable at the end of each applicable interest period or quarterly in arrears, if earlier. As of June 30, 2011, the Authority had $3.0 million in Base Rate loans and $476.0 million in Eurodollar Rate loans outstanding. The Base Rate loans outstanding at June 30, 2011 were based on Bank of America's Prime Rate of 3.25% plus an Applicable Rate of 2.50%. The Eurodollar Rate loans outstanding at June 30, 2011 were based on a one-month Eurodollar Rate of 0.19% plus an Applicable Rate of 3.75%. The Applicable Rate for commitment fees was 0.50% as of June 30, 2011. As of June 30, 2011 and September 30, 2010, accrued interest, including commitment fees, on the Bank Credit Facility was $911,000 and $780,000, respectively. The Bank Credit Facility is collateralized by a first priority lien on substantially all of the Authority's assets, including the assets that comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun. The Authority also is required to pledge additional assets as collateral for the Bank Credit Facility as it or its existing and future guarantor subsidiaries acquire them. The Authority's obligations under the Bank Credit Facility are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. The Bank Credit Facility includes non-financial covenant requirements of the types customarily found in loan agreements for similar transactions. The Bank Credit Facility also subjects the Authority to a number of restrictive financial covenant requirements. These financial covenant requirements include, among other things, a minimum fixed charge coverage ratio, maximum total leverage and senior leverage ratios and maximum capital expenditures. The Authority continues to monitor revenues, expenditures and borrowings under the Bank Credit Facility to ensure continued compliance with its financial covenant requirements. While the Authority anticipates that it will remain in compliance with all covenant requirements under the Bank Credit Facility for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with these financial covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or amendments under the Bank Credit Facility; however, the Authority can provide no assurance that it would be able to obtain such waivers or amendments. If the Authority is unable to obtain such waivers or amendments, it would be in default under the Bank Credit Facility, which may result in cross-defaults under its other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would allow the Authority's lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of outstanding indebtedness. The Authority would not have sufficient funds to repay such accelerated indebtedness and its ability to otherwise refinance or replace its outstanding indebtedness is limited. As a result, if such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary for such repayment. The Authority plans to refinance or replace the Bank Credit Facility at or prior to maturity (refer to note 2). As of June 30, 2011, the Authority and the Tribe were in compliance with all respective covenant requirements under the Bank Credit Facility. Senior Notes 2009 11 1/2% Second Lien Senior Secured Notes In October 2009, the Authority issued $200.0 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.50% per annum (the “2009 Second Lien Senior Secured Notes”). The 2009 Second Lien Senior Secured Notes were issued at a price of 96.234% of par, to yield an effective interest rate of 12.25% per annum. The net proceeds from this financing were used to repay a then-existing term loan and revolving loans under the Bank Credit Facility, as well as to pay related transaction costs and expenses associated with the issuance. The 2009 Second Lien Senior Secured Notes mature on November 1, 2017. The first call date for the 2009 Second Lien Senior Secured Notes is November 1, 2013. Interest on the 2009 Second Lien Senior Secured Notes is payable semi-annually on May 1st and November 1st. The 2009 Second Lien Senior Secured Notes are collateralized by a second priority lien on substantially all of the Authority's and its existing and future guarantor subsidiaries' properties and assets, and are effectively subordinated to all of the Authority's and its existing and future guarantor subsidiaries' first priority lien secured indebtedness, including borrowings under the Bank Credit Facility, to the extent of the value of the collateral securing such indebtedness. The 2009 Second Lien Senior Secured Notes rank equally in right of payment with all of the Authority's and its existing and future guarantor subsidiaries' senior indebtedness and Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing, but, to the extent of the value of the collateral securing such indebtedness, rank effectively senior to all of the Authority's and its existing and future guarantor subsidiaries' unsecured senior indebtedness, including the 2005 6 1/8% Senior Unsecured Notes and Senior and Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The 2009 Second Lien Senior Secured Notes rank senior to all of the Authority's and its existing and future guarantor subsidiaries' subordinated indebtedness, including the 2001 8 3/8% Senior Subordinated Notes, 2002 8% Senior Subordinated Notes, 2004 7 1/8% Senior Subordinated Notes and 2005 6 7/8% Senior Subordinated Notes. As of June 30, 2011 and September 30, 2010, accrued interest on the 2009 Second Lien Senior Secured Notes was $3.8 million and $9.6 million, respectively. The 2009 Second Lien Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second priority lien senior secured basis, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. Refer to Note 9 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities. The 2009 Second Lien Senior Secured Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. 2005 6 1/8% Senior Unsecured Notes In February 2005, the Authority issued $250.0 million Senior Unsecured Notes with fixed interest payable at a rate of 6.125% per annum (the “2005 Senior Unsecured Notes”). The 2005 Senior Unsecured Notes mature on February 15, 2013. The first call date for the 2005 Senior Unsecured Notes was February 15, 2009. Interest on the 2005 Senior Unsecured Notes is payable semi-annually on February 15th and August 15th. The 2005 Senior Unsecured Notes are uncollateralized general obligations of the Authority, and are effectively subordinated to all of the Authority's and its existing and future guarantor subsidiaries' senior secured indebtedness, including borrowings under the Bank Credit Facility and 2009 Second Lien Senior Secured Notes, to the extent of the value of the collateral securing such debt. The 2005 Senior Unsecured Notes rank equally in right of payment with the 2009 Second Lien Senior Secured Notes and Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The 2005 Senior Unsecured Notes rank senior to Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing and all of the Authority's and its existing and future guarantor subsidiaries' subordinated indebtedness, including the 2001 8 3/8% Senior Subordinated Notes, 2002 8% Senior Subordinated Notes, 2004 7 1/8% Senior Subordinated Notes and 2005 6 7/8% Senior Subordinated Notes. As of June 30, 2011 and September 30, 2010, accrued interest on the 2005 Senior Unsecured Notes was $5.7 million and $1.9 million, respectively. The 2005 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. Refer to Note 9 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities. Senior Subordinated Notes 2001 8 3/8% Senior Subordinated Notes In July 2001, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of 8.375% per annum (the “2001 Senior Subordinated Notes”). In August 2004, the Authority completed a cash tender offer and consent solicitation and repurchase of $133.7 million aggregate principal amount of the 2001 Senior Subordinated Notes. In March 2009, the Authority repurchased an additional $14.3 million aggregate principal amount of the 2001 Senior Subordinated Notes. An aggregate principal amount of approximately $2.0 million of the 2001 Senior Subordinated Notes remained outstanding as of June 30, 2011. As of June 30, 2011 and September 30, 2010, accrued interest on the then-outstanding 2001 Senior Subordinated Notes was $84,000 and $42,000, respectively. The outstanding 2001 Senior Subordinated Notes, including accrued interest, matured on July 1, 2011, at which time the Authority repaid them with proceeds from the Bank Credit Facility. 2002 8% Senior Subordinated Notes In February 2002, the Authority issued $250.0 million Senior Subordinated Notes with fixed interest payable at a rate of 8.000% per annum (the “2002 Senior Subordinated Notes”). The 2002 Senior Subordinated Notes mature on April 1, 2012. The first call date for the 2002 Senior Subordinated Notes was April 1, 2007. Interest on the 2002 Senior Subordinated Notes is payable semi-annually on April 1st and October 1st. As of June 30, 2011 and September 30, 2010, accrued interest on the 2002 Senior Subordinated Notes was $5.0 million and $10.0 million, respectively. The Authority plans to refinance or replace the 2002 Senior Subordinated Notes at or prior to maturity (refer to note 2). 2004 7 1/8% Senior Subordinated Notes In August 2004, the Authority issued $225.0 million Senior Subordinated Notes with fixed interest payable at a rate of 7.125% per annum (the “2004 Senior Subordinated Notes”). The 2004 Senior Subordinated Notes mature on August 15, 2014. The first call date for the 2004 Senior Subordinated Notes was August 15, 2009. Interest on the 2004 Senior Subordinated Notes is payable semi-annually on February 15th and August 15th. As of June 30, 2011 and September 30, 2010, accrued interest on the 2004 Senior Subordinated Notes was $6.0 million and $2.0 million, respectively. 2005 6 7/8% Senior Subordinated Notes In February 2005, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of 6.875% per annum (the “2005 Senior Subordinated Notes”). The 2005 Senior Subordinated Notes mature on February 15, 2015. The first call date for the 2005 Senior Subordinated Notes was February 15, 2010. Interest on the 2005 Senior Subordinated Notes is payable semi-annually on February 15th and August 15th. As of June 30, 2011 and September 30, 2010, accrued interest on the 2005 Senior Subordinated Notes was $3.9 million and $1.3 million, respectively. The Authority's senior subordinated notes are uncollateralized general obligations of the Authority, and are subordinated to borrowings under the Bank Credit Facility, 2009 Second Lien Senior Secured Notes, 2005 Senior Unsecured Notes and Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The senior subordinated notes rank equally in right of payment with each other and Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming, except for the 2001 Senior Subordinated Notes, which are fully and unconditionally guaranteed solely by MBC. Refer to Note 9 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities. The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which the Authority and the Tribe must comply. The non-financial covenant requirements include, among other things, reporting obligations, compliance with laws and regulations, maintenance of licenses and insurances and continued existence of the Authority. The financial covenant requirements include, among other things, limitations on the Authority's ability to make restricted payments, as defined under the note indentures, and incur additional indebtedness. Under these financial covenant requirements, the Authority is generally able to make restricted payments, including distributions to the Tribe, and incur additional indebtedness that otherwise may be restricted, provided the Authority's pro forma fixed charge coverage ratio is at least 2.0 to 1.0. If the Authority's pro forma fixed charge coverage ratio falls below 2.0 to 1.0, its ability to make restricted payments and incur additional indebtedness will be limited and subject to other applicable exceptions under the note indentures. Additionally, while the Authority may continue to borrow under the Bank Credit Facility pursuant to exceptions contained in the note indentures, its ability to incur other additional indebtedness to raise capital also will be limited. Further, if the Authority's pro forma fixed charge coverage ratio falls below 2.0 to 1.0, the Authority would be unable to refinance or replace its outstanding subordinated indebtedness with senior indebtedness without waivers or consents from certain of its creditors, thus limiting the options available to the Authority to refinance or replace its outstanding indebtedness. In such event, the Authority can provide no assurance that it will be able to obtain such waivers or consents or that it will be able to refinance or replace its outstanding indebtedness or that financing options available to it, if any, will be on favorable or acceptable terms. As of June 30, 2011, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures. The Authority or its affiliates may, from time to time, seek to purchase or otherwise retire outstanding indebtedness for cash in open market purchases, privately negotiated transactions or otherwise. Any such transaction will depend on prevailing market conditions and the Authority's liquidity and covenant requirement restrictions, among other factors. Line of Credit As of June 30, 2011, the Authority had a $16.5 million revolving loan agreement with Bank of America, N.A. (the “Line of Credit”). The Line of Credit matures on September 8, 2011. Under the Line of Credit, at the Authority's option, each advance accrues interest on the basis of a one-month Eurodollar Rate or Prime Rate, plus in either case, an Applicable Rate based on the Authority's total leverage ratio, as each term is defined under the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations. As of June 30, 2011, the Authority had $8.9 million in Eurodollar Rate loans outstanding, which were based on a one-month Eurodollar Rate of 0.19% plus an Applicable Rate of 3.25%. The Line of Credit subjects the Authority to certain covenants, including a covenant to maintain at least the Line of Credit commitment amount available for borrowing under the Bank Credit Facility. As of June 30, 2011, the Authority was in compliance with all covenant requirements under the Line of Credit and had $7.6 million of borrowing capacity thereunder. The Authority has commenced discussions with Bank of America, N.A. to extend the maturity date of the Line of Credit; however, it can provide no assurance of the terms of such extension or whether such extension will be granted. As of June 30, 2011, accrued interest on the Line of Credit was $5,000. As of September 30, 2010, there was no accrued interest on the Line of Credit. Salishan-Mohegan Bank Credit Facility As of June 30, 2011, Salishan-Mohegan had a fully drawn $15.25 million revolving loan agreement with Bank of America, N.A. (the “Salishan-Mohegan Bank Credit Facility”). The Salishan-Mohegan Bank Credit Facility matures on October 18, 2011. Under the Salishan-Mohegan Bank Credit Facility, at the option of Salishan-Mohegan, each advance of loan proceeds accrues interest on the basis of a Base Rate or on the basis of a one-month, two-month, three-month or six-month Eurodollar Rate, plus in either case, an Applicable Rate, as defined under the Salishan-Mohegan Bank Credit Facility. The Applicable Rate is 2.50% for Base Rate loans and 3.50% for Eurodollar Rate loans. The Base Rate is the higher of Bank of America's announced Prime Rate or the Federal Funds Rate plus 0.50%. The Salishan-Mohegan Bank Credit Facility has no mandatory amortization provision and is payable in full at maturity. The Salishan-Mohegan Bank Credit Facility is collateralized by a lien on substantially all of the existing and future assets of Salishan-Mohegan. The obligations of Salishan-Mohegan under the Salishan-Mohegan Bank Credit Facility also are guaranteed by the Tribe. The Salishan-Mohegan Bank Credit Facility subjects Salishan-Mohegan to certain non-financial and financial covenant requirements customarily found in loan agreements for similar transactions. As of June 30, 2011, Salishan-Mohegan was in compliance with all respective covenant requirements under the Salishan-Mohegan Bank Credit Facility. The Authority has commenced discussions with Bank of America, N.A. to extend the maturity date of the Salishan-Mohegan Bank Credit Facility; however, it can provide no assurance of the terms of such extension or whether such extension will be granted. As of June 30, 2011, Salishan-Mohegan had $15.25 million in Eurodollar Rate loans and no Base Rate loan outstanding. The Eurodollar Rate loans outstanding at June 30, 2011 were based on a one-month Eurodollar Rate of 0.19% plus an Applicable Rate of 3.50%. As of June 30, 2011 and September 30, 2010, accrued interest on the Salishan-Mohegan Bank Credit Facility was $38,000 and $2,000, respectively. Mohegan Tribe Promissory Note In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “Mohegan Tribe Promissory Note”), which was used to repay revolving loans under the Salishan-Mohegan Bank Credit Facility. The Mohegan Tribe Promissory Note matures on October 18, 2011. The Mohegan Tribe Promissory Note accrues interest at an annual rate of 15.0%. Under the terms of the Mohegan Tribe Promissory Note, as amended, accrued interest from November 2009 through October 2010 was paid at a monthly rate of 3.0%, with the remaining 12.0% due at maturity; and from November 2010 through maturity, all accrued interest under the Mohegan Tribe Promissory Note is payable at maturity. The Authority has commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe Promissory Note; however, it can provide no assurance of the terms of such extension or whether such extension will be granted. As of June 30, 2011 and September 30, 2010, accrued interest on the Mohegan Tribe Promissory Note was $2.3 million and $1.2 million, respectively. Mohegan Tribe Credit Facility In February 2011, the Tribe agreed to lend Salishan-Mohegan up to $300,000 to fund its working capital requirements pursuant to a revolving commercial promissory note (the “Mohegan Tribe Credit Facility”). In May 2011, Salishan-Mohegan entered into an amendment to the terms of the Mohegan Tribe Credit Facility to increase the borrowing capacity from $300,000 to $1.0 million. The Mohegan Tribe Credit Facility matures on October 18, 2011. The Mohegan Tribe Credit Facility accrues interest at an annual rate of 15.0% payable at maturity. The Authority has commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe Credit Facility; however, it can provide no assurance of the terms of such extension or whether such extension will be granted. As of June 30, 2011, Salishan-Mohegan had $600,000 drawn on the Mohegan Tribe Credit Facility and $400,000 of borrowing capacity thereunder. As of June 30, 2011, accrued interest on the Mohegan Tribe Credit Facility was $18,0 |
RELATED PARTY TRANSACTIONS
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9 Months Ended |
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Jun. 30, 2011
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Related Party Transactions [Abstract] | Â |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTIONS: Distributions to the Tribe totaled $14.6 million and $10.2 million for the three months ended June 30, 2011 and 2010, respectively, and $23.7 million and $48.7 million for the nine months ended June 30, 2011 and 2010, respectively. The Tribe provides governmental and certain administrative services to the Authority in connection with the operation of Mohegan Sun. The Authority incurred expenses for such services of $6.9 million and $7.0 million for the three months ended June 30, 2011 and 2010, respectively, and $20.6 million and $21.0 million for the nine months ended June 30, 2011 and 2010, respectively. The Authority purchases the majority of its utilities, including electricity, gas, water and waste water services, from an instrumentality of the Tribe, the Mohegan Tribal Utility Authority. The Authority incurred costs for such utilities of $5.3 million and $6.0 million for the three months ended June 30, 2011 and 2010, respectively, and $16.3 million and $18.6 million for the nine months ended June 30, 2011 and 2010, respectively. In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan, which was used to repay revolving loans under the Salishan Credit Facility. The Mohegan Tribe Promissory Note matures on October 18, 2011. The Mohegan Tribe Promissory Note accrues interest at an annual rate of 15.0%. Under the terms of the Mohegan Tribe Promissory Note, as amended, accrued interest from November 2009 through October 2010 was paid at a monthly rate of 3.0%, with the remaining 12.0% due at maturity; and from November 2010 through maturity, all accrued interest under the Mohegan Tribe Promissory Note is payable at maturity. The Authority incurred interest expense associated with the Mohegan Tribe Promissory Note of $374,000 for each of the three months ended June 30, 2011 and 2010 and $1.1 million for each of the nine months ended June 30, 2011 and 2010, respectively. In February 2011, the Tribe agreed to lend Salishan-Mohegan up to $300,000 to fund its working capital requirements pursuant to a revolving commercial promissory note. In May 2011, Salishan-Mohegan entered into an amendment to the terms of the Mohegan Tribe credit facility to increase the borrowing capacity from $300,000 to $1.0 million. The Mohegan Tribe credit facility matures on October 18, 2011. The Mohegan Tribe credit facility accrues interest at an annual rate of 15.0% payable at maturity. As of June 30, 2011, Salishan-Mohegan had $600,000 drawn on the Mohegan Tribe Credit Facility and $400,000 of borrowing capacity thereunder. The Authority incurred interest expense associated with the Mohegan Tribe Credit Facility of $15,000 and $18,000 for the three months and nine months ended June 30, 2011, respectively. The Authority leases the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. The agreement requires the Authority to make a nominal annual rental payment. This lease has an initial term of 25 years and is renewable for an additional 25-year term upon expiration. In addition, in July 2008, the Authority entered into a land lease agreement with the Tribe, replacing a prior land lease agreement, relating to property located adjacent to the Tribe's reservation that is utilized by Mohegan Sun for employee parking. This agreement requires the Authority to make monthly payments equaling $75,000 until maturity on June 30, 2018. The Authority classified this lease as a capital lease for financial reporting purposes due to the existence of a bargain purchase option at the expiration of the lease. The Authority previously leased a building located adjacent to Mohegan Sun from the Tribe. In September 2010, the Tribe contributed the building to the Authority. The Authority expensed $12,000 and $36,000 relating to this lease for the three months and nine months ended June 30, 2010. In September 1995, the Tribe adopted the Mohegan Tribal Employment Rights Ordinance, as amended from time to time (the “TERO”), which sets forth hiring and contracting preference requirements for employers and entities conducting business on Tribal lands on or adjacent to the Mohegan Reservation. Pursuant to the TERO, the Authority and other covered employers are required to give hiring, promotion, training, retention and other employment-related preferences to Native Americans who meet the minimum qualifications for the applicable employment position. However, this preference requirement does not apply to key employees as such persons are defined under the TERO. Similarly, any entity awarding a contract or subcontract valued up to $200,000 to be performed on Tribal lands must give preference, first, to certified Mohegan entities submitting commercially responsible bids, and second, to other certified Native American entities. This contracting preference is conditioned upon the bid by the preferred certified entity being within 5% of the lowest bid by a non-certified entity. Contracts in excess of $200,000 are awarded to the lowest commercially responsible bidder, on a competitive basis, with preference to certified Mohegan entities and then other certified Native American entities in the event of a matching bid. The TERO establishes procedures and requirements for certifying Mohegan entities and other Native American entities. Certification is based largely on the level of ownership and control exercised by the members of the Tribe or other Native American tribes, as the case may be, over the entity bidding on a contract. |
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