10-Q 1 a2011630-10q.htm QUARTERLY REPORT 2011.6.30-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 
_________________________________
FORM 10-Q
 _____________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission file number 033-80655
 __________________________________________
MOHEGAN TRIBAL GAMING AUTHORITY
(Exact name of registrant as specified in its charter)
 __________________________________________ 
Not Applicable
 
06-1436334
(State or other jurisdiction
of incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
One Mohegan Sun Boulevard, Uncasville, CT
 
06382
(Address of principal executive offices)
 
(Zip Code)
(860) 862-8000
(Registrant’s telephone number, including area code)
 ___________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  x
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):     Yes  ¨    No  x

MOHEGAN TRIBAL GAMING AUTHORITY
INDEX TO FORM 10-Q
 
 
Page
Number
PART I.
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 6.
 
 
 
Signatures.

PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 
 
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

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


3

MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
(unaudited)
 
 
For the
 
For the
 
For the
 
For the
 
Three Months Ended
 
Three Months Ended
 
Nine Months Ended
 
Nine Months Ended
 
June 30, 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


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


4

MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(in thousands)
(unaudited)
 
 
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


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


5

MOHEGAN TRIBAL GAMING AUTHORITY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
For the
 
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

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

6

MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1—ORGANIZATION:
The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe” or the “Tribe”) established the Mohegan Tribal Gaming Authority (the “Authority”) in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Tribe is a federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988 (“IGRA”), federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal land, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact (the “Mohegan Compact”), which was approved by the United States Secretary of the Interior. The Authority is primarily engaged in the ownership, operation and development of gaming facilities. In October 1996, the Authority opened Mohegan Sun, a gaming and entertainment complex situated on a 185-acre site on the Tribe's reservation. The Authority is governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in the Authority's Management Board.
As of June 30, 2011, the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (“MBC”), Mohegan Golf, LLC (“Mohegan Golf”), Mohegan Commercial Ventures-PA, LLC (“MCV-PA”), Mohegan Ventures-Northwest, LLC (“Mohegan Ventures-NW”), Mohegan Ventures Wisconsin, LLC (“MVW”) and MTGA Gaming, LLC (“MTGA Gaming”). MBC owns and operates the Connecticut Sun, a professional basketball team in the Women's National Basketball Association (the “WNBA”). MBC currently owns a 3.8% membership interest in WNBA, LLC. Mohegan Golf owns and operates the Mohegan Sun Country Club at Pautipaug golf course in Southeastern Connecticut (“Mohegan Sun Country Club”).
MCV-PA holds a 0.01% general partnership interest in Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P., while the Authority holds the remaining 99.99% limited partnership interest in each entity. Downs Racing, L.P. (“Downs Racing”) owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility situated on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania (collectively, the “Pennsylvania Entities”). The Authority views Mohegan Sun and the Pennsylvania Entities as two separate operating segments.
Mohegan Ventures-NW and the Tribe hold 49.15% and 7.85% membership interests in Salishan-Mohegan, LLC (“Salishan-Mohegan”), respectively, which was formed with an unrelated third-party to participate in the development and management of a proposed casino to be owned by the federally-recognized Cowlitz Indian Tribe of Washington (the “Cowlitz Tribe”) and to be located in Clark County, Washington (the “Cowlitz Project”).
MVW holds a 100% membership interest in Wisconsin Tribal Gaming, LLC (“WTG”), which was formed to participate in the development of a proposed casino to be owned by the federally-recognized Menominee Indian Tribe of Wisconsin (the “Menominee Tribe”) and to be located in Kenosha, Wisconsin (the “Menominee Project”).
MTGA Gaming and the Tribe hold 49% and 51% membership interests in Mohegan Gaming & Hospitality, LLC (“MG&H”), respectively. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (“Mohegan Resorts”). Certain of the Authority's and the Tribe's diversification efforts are conducted, either directly or indirectly, through MG&H and Mohegan Resorts. Mohegan Resorts holds a 100% membership interest in Mohegan Resorts Mass, LLC, which was formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts. Mohegan Resorts also holds 100% membership interests in Mohegan Resorts New York, LLC and Mohegan Gaming New York, LLC (collectively, the “Mohegan New York Entities”). The Mohegan New York Entities were formed to pursue potential gaming opportunities in the state of New York. The Mohegan New York Entities have agreed in principle to enter into a joint venture arrangement with unrelated third-party investors and developers to manage a proposed gaming facility to be located in Thompson, New York.

 
NOTE 2—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

7
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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.

NOTE 3—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

8
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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:
•
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.
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):
 
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


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

9
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

reconciliation of the related severance liability by business segment (in thousands):
 
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
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):
 
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.
 

10
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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


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.

NOTE 4—LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands, including current maturities):

11
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
 
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


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

12
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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

13
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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.

14
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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

15
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

$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 $18,000.

NOTE 5—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.

16
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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.

NOTE 6—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.

17
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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

18
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

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.

NOTE 7—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

19
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

$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):
 
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

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.


NOTE 8—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):
 
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



20
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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





















NOTE 9—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

21
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)


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
 
 
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

___________
(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.


22
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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.












23
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)
 
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.

 

24
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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.


25
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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

___________
(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.




26
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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.









27
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
 
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.

28
MOHEGAN TRIBAL GAMING AUTHORITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(unaudited)

 
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.




29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Management Board of
Mohegan Tribal Gaming Authority:

We have reviewed the accompanying condensed consolidated balance sheet of the Mohegan Tribal Gaming Authority and its subsidiaries (the “Authority”) as of June 30, 2011, and the related condensed consolidated statements of income and of changes in capital for each of the three-month and nine-month periods ended June 30, 2011 and 2010 and the condensed consolidated statement of cash flows for the nine-month periods ended June 30, 2011 and 2010. These interim financial statements are the responsibility of the Authority's management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of September 30, 2010, and the related consolidated statements of income, of changes in capital and of cash flows for the year then ended (not presented herein), and in our report dated December 29, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2010, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
As more fully described within note 2, the Authority will have a significant amount of debt maturing in the next twelve months. Management's plans to address this issue are included within note 2.

/s/ PricewaterhouseCoopers LLP

August 15, 2011
Hartford, CT


30

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

Some information included in this Quarterly Report on Form 10-Q and other materials filed by us with the Securities and Exchange Commission, or the SEC, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Such statements include information relating to business development activities, as well as capital spending, financing sources and the effects of regulation, including gaming and tax regulation, and increased competition. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results, and accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on our behalf. These risks and uncertainties include, but are not limited to, those relating to the following:
•
the financial performance of Mohegan Sun and Mohegan Sun 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.
Additional information concerning potential factors that could affect our financial results is included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, as well as our other reports and filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes beginning on page 3 of this Quarterly Report on Form 10-Q.


Overview
The Tribe and the Authority
The Mohegan Tribe of Indians of Connecticut, or the Mohegan Tribe or the Tribe, is a federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, or IGRA, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal land, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Tribe, with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in New England offering traditional slot machines and

31

table games. Through our subsidiary, Downs Racing, L.P., or Downs Racing, we also own and operate Mohegan Sun at Pocono Downs, a gaming and entertainment facility located in Plains Township, Pennsylvania, and several off-track wagering facilities, or OTW facilities, located elsewhere in Pennsylvania, collectively the Pennsylvania entities. We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.
Mohegan Sun
In October 1996, we opened a gaming and entertainment complex known as Mohegan Sun. Mohegan Sun is located on a 185-acre site on the Tribe's reservation overlooking the Thames River with direct access from Interstate 395 and Connecticut Route 2A. Mohegan Sun is approximately 125 miles from New York City, New York, and approximately 100 miles from Boston, Massachusetts. In 2002, we completed a major expansion of Mohegan Sun known as Project Sunburst, which included increased gaming, restaurant and retail space, an entertainment arena, an approximately 1,200-room luxury Sky Hotel Tower and approximately 100,000 square feet of convention space. In 2007, we opened Sunrise Square, and, in 2008, we opened Casino of the Wind.
Mohegan Sun currently operates in an approximately 3.1 million square-foot facility, which includes the following:
Casino of the Earth
As of June 30, 2011, Casino of the Earth offered:
•
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.
Casino of the Sky
As of June 30, 2011, Casino of the Sky offered:
•
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.
Casino of the Wind
As of June 30, 2011, Casino of the Wind offered:
•
approximately 45,000 square feet of gaming space;

32

•
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.
Mohegan Sun offers parking for approximately 13,000 patrons and 3,900 employees. In addition, we operate a gasoline and convenience center, an approximately 3,600-square-foot, 20-pump facility located adjacent to Mohegan Sun.
Mohegan Basketball Club
We formed Mohegan Basketball Club, LLC, or MBC, to own and operate a professional basketball team in the Women's National Basketball Association, or the WNBA. In January 2003, MBC entered into a membership agreement with the WNBA permitting it to operate the Connecticut Sun basketball team. The team plays its home games in the Mohegan Sun Arena.
Mohegan Golf
We formed Mohegan Golf, LLC, or Mohegan Golf, to purchase and operate a golf course in Southeastern Connecticut. In May 2007, Mohegan Golf acquired substantially all of the assets of Pautipaug Country Club Inc., which included a golf course in Sprague and Franklin, Connecticut. The golf course was renamed Mohegan Sun Country Club at Pautipaug and reopened under the ownership of Mohegan Golf in June 2007. In August 2010, the golf course and related facilities were temporarily closed for renovations and are scheduled to re-open in the spring of 2012.
Mohegan Sun at Pocono Downs
Through Downs Racing, we own and operate a gaming and entertainment facility known as Mohegan Sun at Pocono Downs located on a 400-acre site in Plains Township, Pennsylvania, and OTW facilities located in Carbondale, East Stroudsburg, Hazleton and Lehigh Valley, Pennsylvania. In November 2006, Mohegan Sun at Pocono Downs became the first location to offer slot machine gaming in the Commonwealth of Pennsylvania when Phase I of its gaming and entertainment facility opened. In July 2008, we completed a major expansion of Mohegan Sun at Pocono Downs known as Project Sunrise, which included increased gaming, restaurant and retail space. In July 2010, Mohegan Sun at Pocono Downs opened its table game and poker operations, including additional non-smoking sections and a high-limit gaming area.
As of June 30, 2011, Mohegan Sun at Pocono Downs operates in an approximately 400,000-square-foot facility, which includes the following:
•
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.
Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in New England offering traditional slot machines and table games, with the other operation being our sole gaming competitor in Connecticut, Foxwoods Resort Casino, including the MGM Grand at Foxwoods, collectively Foxwoods, owned by the Mashantucket Pequot Tribe, or the MPT, and located approximately 10 miles from Mohegan Sun. We also currently face competition from casinos in Atlantic City, New Jersey, several casinos and gaming facilities located on Indian tribal lands in the State of New York and video lottery terminal facilities, or VLT facilities, in the states of New York and Rhode Island. In addition, we face competition in and from the Northeastern Pennsylvania gaming market, both in the immediate market for Mohegan Sun at Pocono Downs, and for Mohegan Sun, in marketing

33

and attracting patrons from the New York City metropolitan region. Please refer to “Part I. Item 1. Business-Market and Competition from Other Gaming Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and our other reports and filings with the SEC for further details regarding current and potential competition from other gaming operations.

The following is a summary of developments that have occurred since March 31, 2011:

State of New York: In June 2011, the Assistant Secretary-Indian Affairs of the Department of the Interior withdrew earlier Bureau of Indian Affairs policy guidance issued in January 2008 relating to trust land acquisitions for off-reservation gaming projects. The January 2008 policy guidance had led to the rejection of certain trust land applications in the Catskills region. According to published reports, several tribes are now reconsidering or renewing efforts to develop gaming facilities in the Catskills region. Also in the State of New York, according to published reports, phase I of the new VLT facility at Aqueduct Raceway in Queens is expected to open in October 2011 with approximately 2,500 gaming machines. Additionally, subsidized free promotional play at VLT facilities in the State of New York has increased since the State Lottery was authorized in March 2011 to permit VLT operators to offer up to 10 percent of net machine income as subsidized free promotional play.

State of Rhode Island: The Governor signed legislation that will place a table gaming referendum question for Twin River Casino on the state-wide ballot in November 2012. The legislation also increased annual promotional marketing allowances for Twin River Casino and Newport Grand by up to $750,000 for each facility.

Commonwealth of Pennsylvania: Sands Casino Resort Bethlehem opened its 302-room hotel in May 2011.
Explanation of Key Financial Statement Captions
There has been no material change from the explanation of key financial statement captions previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.


































34

Results of Operations
Summary Operating Results
As of June 30, 2011, we own and operate either directly or through wholly-owned subsidiaries Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country Club, or collectively, the Connecticut entities, and the Pennsylvania entities. All of our 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. Our 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. We, therefore, believe that we have 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 table summarizes our results on a property basis (in thousands, except where noted):
 
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.

The most significant factors and trends that we believe impacted our financial performance were as follows:
•
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.
Net revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily as a result of declines in slot and non-gaming revenues at Mohegan Sun. These results were partially offset by the addition of table game and poker revenues and increased non-gaming revenues from the July 2010 opening of table game and poker operations at Mohegan Sun at Pocono Downs, as well as higher table games revenues at Mohegan Sun.
Income from operations for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily due to lower operating costs and expenses at Mohegan Sun reflecting, in part, cost containment initiatives implemented in September 2010. The increases in income from operations also were attributable to the addition of table game and poker operations at Mohegan Sun at Pocono Downs. In addition, income from operations reflects higher table games revenues at Mohegan Sun and lower depreciation and pre-opening costs and expenses.
Net income attributable to the Authority for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily as a result of the increases in income from operations.



35

Mohegan Sun
Gross Revenues
Gross revenues consisted of the following (in thousands):
 
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.
The following table summarizes the percentage of gross revenues from each of the four revenue sources:
 
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.

The following table presents data related to gaming operations (in thousands, except where noted):
 
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.

36

The following table presents slot data related to Mohegan Sun’s market area (in thousands, except where noted):
 
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.

Gaming revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year declined primarily as a result of lower slot revenues, partially offset by higher table games revenues. The declines in slot revenues likely were attributable to increased competition and aggressive promotional programs from competitors in the Northeast region. Slot revenues also were negatively impacted by the continued weakness in consumer discretionary spending. We believe the decreases in our slot win market share and efficiency in the Northeast slot gaming market also were the result of increased competition and aggressive promotional programs. The declines in our slot win efficiency in the Connecticut slot gaming market were primarily the result of reductions in Foxwoods Resort Casino's weighted average number of slot machines. The growth in table games revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year was attributable to higher table games hold percentage, partially offset by lower table games drop. The declines in table games drop likely reflect patrons in the State of New York choosing to visit expanded gaming facilities in the Commonwealth of Pennsylvania.
The following table presents data related to food and beverage operations (in thousands, except where noted):
 
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
 %
Food and beverage revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily due to declines in food revenues of $3.3 million and $9.2 million, respectively. The declines in food revenues resulted from reductions in the number of meals served at Mohegan Sun-owned food and beverage outlets. The reductions in the number of meals served reflect the consolidation and replacement of certain Mohegan Sun-owned food and beverage outlets with third-party operators.
The following table presents data related to hotel operations (in thousands, except where noted): 
 
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
)%
Hotel revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily as a result of a shift in hotel occupancy from transient guests to group and casino business, which had the

37

effect of lowering the average daily room rate. The declines in the average daily room rate were partially offset by higher occupancy rate.
The following table presents data related to entertainment operations (in thousands, except where noted):
 
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
 %
Retail, entertainment and other revenues for the three months ended June 30, 2011 compared to the same period in the prior year increased primarily due to a $1.7 million increase in entertainment revenues. The growth in entertainment revenues resulted from higher average price per Arena ticket due to an increase in headliner shows held at the Mohegan Sun Arena. Retail, entertainment and other revenues for the nine months ended June 30, 2011 compared to the same period in the prior year decreased primarily due to a $5.1 million decline in entertainment revenues. The decline in entertainment revenues resulted from a reduction in the number of Arena tickets due to fewer events held at the Mohegan Sun Arena. Retail, entertainment and other revenues for the three months and nine months ended June 30, 2011 also reflect lower retail revenues.

Promotional Allowances
The retail value of providing promotional allowances was included in revenues as follows (in thousands):
 
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
)%
The estimated cost of providing promotional allowances was included in gaming costs and expenses as follows (in thousands):
 
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
)%
Promotional allowances for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily due to lower food promotional allowances commensurate with the consolidation and replacement of certain Mohegan Sun-owned food and beverage outlets with third-party operators. The declines in promotional allowances also reflect lower entertainment promotional allowances as a result of the reductions in the number of events held at the Mohegan Sun Arena.







Operating Costs and Expenses
Operating costs and expenses consisted of the following (in thousands):

38

 
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
)%
Gaming costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily as a result of reductions in payroll costs and advertising and promotional expenditures, resulting, in part, from cost containment initiatives implemented in September 2010 and the continued success of our targeted marketing programs. The reductions in gaming costs and expenses also reflect lower non-gaming complimentaries redeemed by casino patrons at Mohegan Sun-owned outlets and reduced Slot Win Contribution payments commensurate with the declines in slot revenues. Expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaled $46.8 million and $135.4 million for the three months and nine months ended June 30, 2011, respectively, and $48.3 million and $140.4 million for the three months and nine months ended June 30, 2010, respectively. Gaming costs and expenses as a percentage of gaming revenues were 56.5% and 58.1% for the three months and nine months ended June 30, 2011, respectively, compared to 60.9% and 60.7% for the three months and nine months ended June 30, 2010, respectively.
Food and beverage costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily due to lower payroll costs and cost of goods sold resulting from the consolidation and replacement of certain Mohegan Sun-owned food and beverage outlets with third-party operators in connection with our cost containment initiatives implemented in September 2010. These results were partially offset by decreased use of food and beverage complimentaries, resulting in lower amounts of food and beverage costs being allocated to gaming costs and expenses.
Hotel costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily as a result of lower payroll costs, partially offset by decreased use of hotel complimentaries, resulting in lower amounts of hotel costs being allocated to gaming costs and expenses.
Retail, entertainment and other costs and expenses for the three months ended June 30, 2011 compared to the same period in the prior year increased primarily due to higher direct entertainment costs resulting from increased headliner shows held at the Mohegan Sun Arena, partially offset by increased use of retail, entertainment and other complimentaries, resulting in higher amounts of retail, entertainment and other costs and expenses being allocated to gaming costs and expenses. Retail, entertainment and other costs and expenses for the nine months ended June 30, 2011 compared to the same period in the prior year decreased primarily as a result of lower direct entertainment costs due to a reduction in the number of events held at the Mohegan Sun Arena. Retail, entertainment and other costs and expenses for the nine months ended June 30, 2011 also reflect lower payroll costs, offset by decreased use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other costs and expenses being allocated to gaming costs and expenses.
Advertising, general and administrative costs and expenses for the three months ended June 30, 2011 compared to the same period in the prior year increased primarily as a result of higher advertising expenditures from the production of new television commercials, partially offset by lower payroll costs. Advertising, general and administrative costs and expenses for the nine months ended June 30, 2011 compared to the same period in the prior year decreased primarily due to lower payroll costs. Advertising, general and administrative costs and expenses for the three months and nine months ended June 30, 2011 also reflect lower utility expenses.
Depreciation and amortization expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily due to fully depreciated assets related to Project Sunburst.
Severance for the three months and nine months ended June 30, 2011 resulted from adjustments to the initial estimates utilized under our September 2010 workforce reduction plan. Cash payments commenced in September 2010 and are anticipated to be completed in March 2012. We do 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.
Mohegan Sun at Pocono Downs

39

Gross Revenues
Gross revenues consisted of the following (in thousands):
 
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
%
The following table summarizes the percentage of gross revenues from each of the three revenue sources:
 
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
%
The following table presents data related to gaming operations (in thousands, except where noted):
 
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.




The following table presents slot data related to Mohegan Sun at Pocono Downs’ market area (in thousands, except where noted):

40

 
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.

Gaming revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily due to the addition of table game and poker revenues from the July 2010 opening of table game and poker operations. Slot revenues were negatively impacted by aggressive promotional programs by competitors. The declines in our slot win efficiency in the Northeastern Pennsylvania slot gaming market reflects, in part, reductions in the weighted average number of slot machines at Mount Airy Resort Casino and Sands Casino Resort Bethlehem.
The following table presents data related to food and beverage operations (in thousands, except where noted):
 
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
%
Food and beverage revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily due to increased patron visitation to the facility following the addition of table game and poker operations. The increases in food and beverage revenues also reflect the operations of an additional Mohegan Sun at Pocono Downs-owned food and beverage outlet.
Retail, entertainment and other revenues for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily as a result of increased patron visitation to the facility following the addition of table game and poker operations.
Promotional Allowances
The retail value of providing promotional allowances was included in revenues as follows (in thousands):
 
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
%
The estimated cost of providing promotional allowances was included in gaming costs and expenses as follows (in thousands):
 
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
%
Promotional allowances for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily due to higher redemptions under the Player's Club program at food and beverage and retail outlets.

41

Operating Costs and Expenses
Operating costs and expenses consisted of the following (in thousands):
 
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
 %
Gaming costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily as a result of additional operating costs and expenses to support table game and poker operations, including payroll costs and expenses associated with the Pennsylvania Table Game Tax. The increases in gaming costs and expenses also were attributable to increased non-gaming complimentaries redeemed by casino patrons at Mohegan Sun at Pocono Downs-owned outlets, as well as higher redemption costs due to increased utilization of Player's Club points and promotional coupons at third-party outlets. In addition, gaming costs and expenses for the three months and nine months ended June 30, 2011 reflect a $676,000 charge associated with scheduled repayments to be made by Mohegan Sun at Pocono Downs (along with other slot machine licensees in the Commonwealth of Pennsylvania) for its proportional share of gaming oversight costs previously incurred by the Pennsylvania Gaming Control Board, or the PGCB, pursuant to a repayment schedule adopted by the PGCB on June 28, 2011. Expenses associated with the Pennsylvania Slot Machine Tax totaled $32.4 million and $95.5 million for the three months and nine months ended June 30, 2011, respectively, and $33.2 million and $95.1 million for the three months and nine months ended June 30, 2010, respectively. Expenses associated with the Pennsylvania Table Game Tax totaled $1.7 million and $4.9 million for the three months and nine months ended June 30, 2011, respectively. Gaming costs and expenses as a percentage of gaming revenues were 75.1% and 74.2% for the three months and nine months ended June 30, 2011, respectively, compared to 75.2% and 75.6% for the three months and nine months ended June 30, 2010, respectively.
Food and beverage costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily due to higher cost of goods sold and labor costs commensurate with the growth in food and beverage revenues, partially offset by increased use of food and beverage complimentaries, resulting in higher amounts of food and beverage costs being allocated to gaming costs and expenses. Food and beverage costs and expenses for the three months and nine months ended June 30, 2011 also reflect operating costs and expenses to support an additional Mohegan Sun at Pocono Downs-owned food and beverage outlet.
Retail, entertainment and other costs and expenses for the three months ended June 30, 2011 compared to the same period in the prior year decreased primarily as a result of lower direct entertainment costs and increased use of retail complimentaries, resulting in higher amounts of retail costs being allocated to gaming costs and expenses, partially offset by higher cost of goods sold commensurate with the growth in retail revenues. Retail, entertainment and other costs and expenses for the nine months ended June 30, 2011 compared to the same period in the prior year increased primarily due to higher cost of goods sold, partially offset by lower direct entertainment costs and increased use of retail complimentaries, resulting in higher amounts of retail costs being allocated to gaming costs and expenses.
Advertising, general and administrative costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily due to additional costs and expenses to support table game and poker operations.
Depreciation and amortization expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily as a result of fully depreciated assets related to the Phase I facility.

Pre-opening costs and expenses for the three months and nine months ended June 30, 2010 were comprised of personnel, consulting and other costs associated with the introduction of table game and poker operations.
Corporate Expenses and Other Income (Expense)
Corporate expenses and other income (expense) consisted of the following (in thousands):

42

 
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.
Total Corporate costs and expenses for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year decreased primarily due to lower professional expenditures.

Interest expense, net of capitalized interest, for the three months and nine months ended June 30, 2011 compared to the same periods in the prior year increased primarily as a result of higher weighted average interest rate. Weighted average interest rate was 7.2% and 7.1% for the three months and nine months ended June 30, 2011, respectively, compared to 7.0% for each of the three months and nine months ended June 30, 2010. Weighted average outstanding debt was $1.63 billion and $1.66 billion for the three months and nine months ended June 30, 2011, respectively, compared to $1.67 billion for each of the three months and nine months ended June 30, 2010.
Seasonality
The gaming market in the Northeastern United States is seasonal in nature, with the peak gaming activities often occurring at Mohegan Sun and Mohegan Sun at Pocono Downs during the months of May through August. Accordingly, the results of operations for the three months and nine months ended June 30, 2011 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

Liquidity and Capital Resources
Our cash flows consisted of the following (in thousands):
 
 
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
)%
As of June 30, 2011 and September 30, 2010, we held cash and cash equivalents of $65.7 million and $63.9 million, respectively. As a result of the cash-based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization, accretion of discounts and relinquishment liability reassessments. The increase in cash provided by operating activities for the nine months ended June 30, 2011 compared to the same period in the prior year was primarily attributable to increased operating income after adjustments for non-cash items, partially offset by higher working capital requirements.
Operating activities are a significant source of our cash flows. We utilize cash flows from operations for scheduled interest

43

payments, relinquishment payments, planned capital expenditures, distributions to the Tribe, projected working capital needs and reduce debt, as well as make investments, from time to time. There are numerous potential factors which may cause a substantial reduction in the amount of such cash flows, including, but not limited to, the following:

•
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.
In addition to cash flows from operations, we have relied on external sources of liquidity to meet our capital requirements. As discussed below, if our pro forma fixed charge coverage ratio, as defined under our senior and senior subordinated note indentures, falls below 2.0 to 1.0, our ability to incur additional indebtedness or refinance or replace existing outstanding indebtedness will be limited, which could adversely impact our ability to meet our capital requirements.
The decrease in cash used in investing activities for the nine months ended June 30, 2011 compared to the same period in the prior year primarily reflects a non-recurring table games authorization fee payment of $16.5 million to the PGCB in June 2010. The increase in cash used in financing activities for the nine months ended June 30, 2011 compared to the same period in the prior year primarily reflects $46.7 million in net debt repayments, partially offset by lower distributions to the Tribe and capitalized debt issuance costs.
Cost Containment Initiatives

In September 2010, we implemented certain cost containment initiatives in an effort to better align operating costs with market and business conditions, including a reduction of our workforce in Uncasville, Connecticut by approximately 475 positions. In addition, we implemented a number of other cost containment initiatives, including modifications to employee medical benefits, consolidation of certain Mohegan Sun-owned food and beverage outlets and replacement of certain other Mohegan Sun-owned food and beverage outlets with third-party operators. We estimate that these cost containment initiatives yielded consolidated labor and operating cost savings totaling approximately $8.0 million and $24.5 million for the three months and nine months ended June 30, 2011, respectively. Consolidated labor and operating cost savings for fiscal 2011 are forecasted to approximate $30.0 million.
External Sources of Liquidity
Notes
We substantially financed the construction and expansion of Mohegan Sun, as well as the acquisition of the Pennsylvania entities and the expansion of Mohegan Sun at Pocono Downs, with proceeds from the issuance of notes and borrowings under our bank credit facilities. As of June 30, 2011, we had outstanding:

•
$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.
These 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.
The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which we and the Tribe must comply. The non-financial covenant requirements include, among other things, reporting

44

obligations, compliance with laws and regulations, maintenance of licenses and insurances and our continued existence. The financial covenant requirements include, among other things, limitations on our ability to make restricted payments, as defined under the note indentures, and incur additional indebtedness. Under these financial covenant requirements, we are generally able to make restricted payments, including distributions to the Tribe, and incur additional indebtedness that otherwise may be restricted, provided our pro forma fixed charge coverage ratio is at least 2.0 to 1.0. If our pro forma fixed charge coverage ratio falls below 2.0 to 1.0, our ability to make restricted payments and incur additional indebtedness will be limited and subject to other applicable exceptions under the note indentures. Additionally, while we may continue to borrow under the bank credit facility pursuant to exceptions contained in the note indentures, our ability to incur other additional indebtedness to raise capital also will be limited. Further, if our pro forma fixed charge coverage ratio falls below 2.0 to 1.0, we would be unable to refinance or replace our outstanding subordinated indebtedness with senior indebtedness without waivers or consents from certain of our creditors, thus limiting the options available to us to refinance or replace our outstanding indebtedness. In such event, we can provide no assurance that we will be able to obtain such waivers or consents or that we will be able to refinance or replace our outstanding indebtedness or that financing options available to us, if any, will be on favorable or acceptable terms.
As of June 30, 2011, we and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.
On May 9, 2011, Moody's Investors Services lowered its credit ratings on the 2009 second lien senior secured notes from B3 to Caa2, the 2005 senior unsecured notes from Caa1 to Caa2 and the senior subordinated notes from Caa3 to Ca. These actions primarily reflected our recent operating results and upcoming refinancing needs. These lowered credit ratings may adversely impact our ability to access the debt capital markets in the future and, if we are able to access the debt capital markets, likely would increase our cost of capital for the issuance of new debt as compared to costs incurred by us in prior financing transactions. We also could be subject to more restrictive covenants and other terms in connection with any such debt issuance.
Bank Credit Facility
In October 2009, we entered into an amendment to the terms of our 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, line of credit and note indentures, we had approximately $122.9 million of borrowing capacity under the bank credit facility as of June 30, 2011.
Under the bank credit facility, at our 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 our total leverage ratio, as each term is defined under the bank credit facility. We also pay 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, we 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.

The bank credit facility is collateralized by a first priority lien on substantially all of our assets, including the assets that comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun. We also are required to pledge additional assets as collateral for the bank credit facility as we or our existing and future guarantor subsidiaries acquire them. Our 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 us 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 levels of these covenants as of June 30, 2011 through the remaining term of the bank credit facility, are as follows:
Minimum fixed charge coverage ratio covenant, as defined under the bank credit facility:

45

Fiscal Quarters Ending:
 
June 30, 2011 and thereafter
1.10:1.00
Maximum total leverage ratio covenant, or ratio of total debt to annualized EBITDA, as such terms are defined under the bank credit facility:
Fiscal Quarters Ending:
 
June 30, 2011
6.75:1.00
September 30, 2011
6.50:1.00
December 31, 2011
6.25:1.00
Maximum senior leverage ratio covenant, or ratio of total debt minus subordinated obligations to annualized EBITDA, as such terms are defined under the bank credit facility:
Fiscal Quarters Ending:
 
June 30, 2011 and September 30, 2011
4.25:1.00
December 31, 2011
3.75:1.00
We continue to monitor revenues, expenditures and borrowings under the bank credit facility to ensure continued compliance with our financial covenant requirements. While we anticipate that we will remain in compliance with all covenant requirements under the bank credit facility for all periods prior to maturity, we 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 we are unable to satisfy our financial covenant requirements, we would need to obtain waivers or amendments under the bank credit facility; however, we can provide no assurance that we would be able to obtain such waivers or amendments. If we are unable to obtain such waivers or amendments, we would be in default under the bank credit facility, which may result in cross-defaults under our other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would allow our 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. We would not have sufficient funds to repay such accelerated indebtedness and our ability to otherwise refinance or replace our outstanding indebtedness is limited. As a result, if such acceleration were to occur, we can provide no assurance that we would be able to obtain the financing necessary for such repayment.
As of June 30, 2011, we and the Tribe were in compliance with all respective covenant requirements under the bank credit facility.
Line of Credit
As of June 30, 2011, we had a $16.5 million revolving loan agreement with Bank of America, N.A., or the line of credit. The line of credit matures on September 8, 2011. Under the line of credit, at our 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 our 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, we 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 us 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, we were in compliance with all covenant requirements under the line of credit and had $7.6 million of borrowing capacity thereunder. We have commenced discussions with Bank of America, N.A. to extend the maturity date of the line of credit; however, we can provide no assurance of the terms of such extension or whether such extension will be granted.
Letters of Credit
As of June 30, 2011, we maintained six uncollateralized letters of credit to satisfy certain potential liabilities at Mohegan Sun and Mohegan Sun at Pocono Downs. As of June 30, 2011, letters of credit issued totaled $3.9 million, of which no amount was drawn. The letters of credit expired or will expire, as applicable, on various dates from January 2012 through March 2012, subject to renewals.
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., or 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

46

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. We have commenced discussions with Bank of America, N.A. to extend the maturity date of the Salishan-Mohegan bank credit facility; however, we 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%.
Mohegan Tribe Promissory Note
In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan, or 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. We have commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe promissory note; however, we can provide no assurance of the terms of such extension or whether such extension will be granted.
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, or 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. We have commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe credit facility; however, we 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.









Capital Expenditures
The following table presents data related to capital expenditures (in millions, including capitalized interest):

47

 
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.
We primarily rely on cash flows provided by operating activities to fund maintenance capital expenditures at Mohegan Sun and Mohegan Sun at Pocono Downs. We plan to fund any development or expansion capital expenditures at Mohegan Sun and Mohegan Sun at Pocono Downs through a combination of cash flows provided by operating activities and draws under our bank credit facility.
Interest Expense
The following table presents our interest expense (in thousands, net of capitalized interest):

 
 
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




Sufficiency of Resources

We have significant outstanding indebtedness and financial commitments. As of June 30, 2011, our debt totaled $1.6 billion, of which $765.7 million matures within the next twelve months, including $479.0 million outstanding under the bank

48

credit facility which matures on March 9, 2012 and the 2002 senior subordinated notes which mature on April 1, 2012. In addition, a substantial amount of our other outstanding indebtedness matures over the following three fiscal years. We estimate, 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 our cash requirements for scheduled interest payments on our outstanding indebtedness, relinquishment payments, planned capital expenditures, distributions to the Tribe and projected working capital needs over the next twelve months. However, we do not anticipate that these funding sources will be sufficient to repay amounts outstanding under the bank credit facility or the 2002 senior subordinated notes at maturity. Accordingly, we intend 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 our operations. In this regard, we have engaged Blackstone Advisory Partners, L.P. and Credit Suisse Securities (USA) LLC to assist in the strategic planning relating to our debt maturities and evaluation and implementation of refinancing alternatives. We can provide no assurance that we will be able to refinance or replace the bank credit facility or the 2002 senior subordinated notes or that financing options available to us, if any, will be on favorable or acceptable terms. If we are unable to refinance or replace the bank credit facility and the 2002 senior subordinated notes at or prior to their respective maturities, we would be in default thereof, which may result in cross-defaults under our other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would allow our 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, we do not have sufficient funds to repay such accelerated indebtedness and our ability to otherwise refinance or replace our outstanding indebtedness is limited. If such acceleration were to occur, we can provide no assurance that we would be able to obtain the financing necessary for such repayment, which would have a material adverse effect on our financial position, results of operations and cash flows.
In addition, if our pro forma fixed charge coverage ratio falls below 2.0 to 1.0, we will be unable to refinance our outstanding subordinated indebtedness with senior indebtedness without waivers or consents from certain of our creditors, thus limiting the options available to us to refinance or replace our outstanding indebtedness. In such event, we can provide no assurance that we will be able to obtain such waivers or consents or that we will be able to refinance or replace our outstanding indebtedness or that financing options available to us, if any, will be on favorable or acceptable terms. As of June 30, 2011, our fixed charge coverage ratio was above 2.0 to 1.0. Please refer to “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 for further details regarding risks relating to our sufficiency of resources and debt maturities.
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, line of credit and note indentures, we had approximately $122.9 million of borrowing capacity under the bank credit facility as of June 30, 2011.
Contractual Obligations and Commitments
The following table presents future payment obligations related to our debt and certain other material contractual obligations and the timing of those payments (in thousands):
 
 
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.


Critical Accounting Policies and Estimates
There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual

49

Report on Form 10-K for the fiscal year ended September 30, 2010.
Impact of Inflation
Absent changes in competitive and economic conditions or in specific prices affecting the hospitality and gaming industry, we do not expect that inflation will have a significant impact on our operations. Changes in specific prices, such as fuel and transportation prices, relative to the general rate of inflation may have a material adverse effect on the hospitality and gaming industry in general.
New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board, or 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. We do not expect this adoption to impact our 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. We adopted this guidance in our first quarter of fiscal 2011, and its adoption did not impact our 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. We adopted this guidance in our first quarter of fiscal 2011, and its adoption did not impact our 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. We do not expect this adoption to materially impact our 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. We adopted this guidance in our first quarter of fiscal 2010, and its adoption did not impact our 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. We do not expect this adoption to impact our financial position, results of operations or cash flows.




50

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our bank credit facility in which interest accrues on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the bank credit facility. As of June 30, 2011, $479.0 million was drawn on the bank credit facility.
We attempt to manage our interest rate risk through a controlled combination of long-term fixed rate borrowings and variable rate borrowings in accordance with established policies and procedures. We do not hold or issue financial instruments for speculative or trading purposes.
The following table presents information as of June 30, 2011 about our current financial instruments or debt obligations that are sensitive to changes in interest rates. The table presents principal payments and related weighted average interest rates by expected maturity dates. Weighted average variable rates are based on implied forward rates in respective yield curves, which should not be considered to be precise indicators of actual future interest rates. Fair values for our debt instruments are based on quoted market prices or prices of similar instruments as of June 30, 2011.
 
 
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.

Item 4.    Controls and Procedures
Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of June 30, 2011, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


51

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings
We are subject to various claims and legal actions resulting from our normal course of business. Some of these matters relate to personal injuries to patrons and damages to patrons' personal assets. We estimate guest claims expense and accrue for such liabilities based upon historical experience.


Item 1A.     Risk Factors

There has been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.


Item 6.    Exhibits
The exhibits to this Quarterly Report on Form 10-Q are listed on the Exhibit Index, which appears elsewhere herein and is incorporated herein by reference.



52

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

 
 
MOHEGAN TRIBAL GAMING AUTHORITY
 
 
 
 
Date:
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)


53

EXHIBIT INDEX
 
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).
 
 

54

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).
 
 

55

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).
 
 

56

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).
 
 

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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).

* Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated

58

by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

59