The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) established the Mohegan Tribal Gaming Authority in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Mohegan Tribe is a sovereign Indian nation with independent legal jurisdiction over its people and land. Like other sovereign governments, the Mohegan Tribe and its entities, including the Mohegan Tribal Gaming Authority, are generally not subject to federal, state or local income taxes. However, MGE Niagara Entertainment Inc. (“MGE Niagara”), a wholly-owned subsidiary, is subject to tax in Ontario, Canada, and certain non-tribal entities are subject to state or local income taxes in the United States.

The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment (the “Company”) is primarily engaged in the ownership, operation and development of integrated entertainment facilities, both domestically and internationally. This ownership, operation and development includes the following: (i) ownership and operation of Mohegan Sun, a gaming and entertainment complex located on an approximately 196-acre site in Uncasville, Connecticut, (ii) ownership and operation of Mohegan Sun Pocono, a gaming and entertainment facility located on an approximately 400-acre site in Plains Township, Pennsylvania, (iii) operation of the Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre under a Casino Operating and Services Agreement (the “Casino Operating and Services Agreement”), all in Niagara Falls, Canada (collectively, the “MGE Niagara Resorts”), (iv) development and management of ilani Casino Resort in Clark County, Washington, and development rights to any future development at ilani Casino Resort, (v) management of Resorts Casino Hotel in Atlantic City, New Jersey and ownership of 10% of the casino’s holding company and its subsidiaries, including those conducting or licensing online gaming and retail sports wagering in New Jersey, (vi) operation of the Mohegan Sun Casino at Virgin Hotels Las Vegas (“Mohegan Sun Las Vegas”) in Las Vegas, Nevada, (vii) development and construction of an integrated resort and casino project to be located adjacent to the Incheon International Airport in South Korea and (viii) development and construction of an integrated resort and casino project to be located near Athens, Greece.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic and the United States federal government declared it a national emergency. The spread of COVID-19 has affected most segments of the global economy, including the Company’s operations. In March 2020, the Company temporarily suspended operations at its North American owned, operated and managed properties to ensure the health and safety of its employees, guests and the surrounding communities in which the Company operates, consistent with directives from various government bodies. Following these closures, the Company reopened its properties as follows: (i) ilani Casino Resort on May 28, 2020, (ii) Mohegan Sun on June 1, 2020, (iii) Mohegan Sun Pocono on June 22, 2020, (iv) Resorts Casino Hotel on July 2, 2020 and (v) the MGE Niagara Resorts on July 23, 2021. Mohegan Sun Pocono was again temporarily closed from December 12, 2020 through January 3, 2021 due to a resurgence of COVID-19 at that time. In addition, Mohegan Sun Las Vegas opened to the public on March 25, 2021.

The impact of COVID-19 on the Company's operations has been significant, though the full extent of its impact will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of COVID-19 or the extent of any resurgence of COVID-19, the manner in which the Company’s guests, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures taken by the Company, new information which may emerge concerning the severity of COVID-19 and the actions to contain or treat it, as well as general economic conditions and consumer confidence. Accordingly, the Company cannot reasonably estimate the extent to which COVID-19 will further impact its future financial condition, results of operations and cash flows.

The Company could experience other potential adverse impacts as a result of COVID-19, including, but not limited to, charges from further adjustments to the carrying value of its intangible assets, as well as other long-lived asset impairment charges. Actual results may differ materially from the Company’s current estimates as the scope of COVID-19 evolves, depending largely, but not exclusively, on the duration and extent of the Company’s business disruptions.

In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying condensed consolidated financial statements are issued. As further discussed within Note 3, on January 26, 2021, the Company (i) entered into a new credit agreement which, among other things, provided for an approximately $262.9 million senior secured revolving credit facility, removed the financial covenants (other than a minimum liquidity covenant) applicable for the fiscal quarter ended

December 31, 2020, modified the financial covenants applicable for the fiscal quarters ending March 31, 2021 and thereafter and extended the maturity date of the new senior secured revolving credit facility to April 14, 2023 and (ii) issued approximately $1.2 billion of new senior secured notes due February 1, 2026. The proceeds from these transactions were used to refinance certain existing indebtedness of the Company (refer to Note 3). Based on the aforementioned and the Company’s existing resources, there are no current indicators of substantial doubt as previously disclosed in the Company's Annual Report filed on Form 10-K for the fiscal year ended September 30, 2020, and the Company expects to have sufficient resources to meet its existing obligations for the next twelve months and to remain in compliance with its financial covenants.

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

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020. The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.

The Company owns 100% of MGNV, LLC (“MGNV”), which was formed to operate Mohegan Sun Las Vegas. In July 2019, MGNV entered into a casino lease agreement with JC Hospitality, LLC, which developed the former Hard Rock Hotel and Casino in Las Vegas, Nevada, into an integrated resort under the Virgin Hotels brand, which includes Mohegan Sun Las Vegas. Pursuant to the lease agreement, MGNV leases and operates the more than 60,000-square-foot gaming facility at the integrated resort. On March 25, 2021, Mohegan Sun Las Vegas opened to the public. During the initial term of this 20-year lease agreement, the Company is required to make annual minimum rent payments of $9.0 million, subject to escalators which could result in annual minimum rent payments of up to $15.0 million, plus consumer price index inflators and additional common area maintenance fees. Annual minimum rent payments commence upon the first anniversary of the Lease Commencement Date, as defined under the lease agreement, and continue until the end of the lease term, which concludes in 2041, subject to additional extensions at MGNV's option. This lease is classified as a finance lease. Accordingly, the Company recorded a related finance lease asset and liability.

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


	For the Three Months Ended June 30, 2021
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas)		(MGE Niagara Resorts) (1)		Other
Gaming	$	163,938	$	57,134	$	6,934	$	13,283	$	—
Food and beverage	16,770		2,940		1,133		—		(17)
Hotel	20,758		1,430		—		—		—
Retail, entertainment and other	18,595		1,427		295		1,097		179
Management and development	—		—		—		—		21,782
Net revenues	$	220,061	$	62,931	$	8,362	$	14,380	$	21,944

________


	For the Three Months Ended June 30, 2020
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	67,966	$	10,112	$	—	$	11,301	$	—
Food and beverage	2,779		231		—		—		(1)
Hotel	2,568		21		—		—		—
Retail, entertainment and other	4,926		148		—		45		211
Management and development	—		—		—		—		6,546
Net revenues	$	78,239	$	10,512	$	—	$	11,346	$	6,756

________


	For the Nine Months Ended June 30, 2021
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	434,928	$	141,795	$	8,449	$	38,502	$	—
Food and beverage	39,022		4,913		1,310		—		(36)
Hotel	52,566		3,327		—		—		(11)
Retail, entertainment and other	48,458		3,357		318		2,691		2,996
Management and development	—		—		—		—		53,691
Net revenues	$	574,974	$	153,392	$	10,077	$	41,193	$	56,640

________


	For the Nine Months Ended June 30, 2020
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	352,946	$	107,499	$	—	$	109,197	$	—
Food and beverage	52,734		10,899		—		27,544		(79)
Hotel	40,491		3,485		—		6,319		(2)
Retail, entertainment and other	57,689		3,685		—		24,542		519
Management and development	—		—		—		—		24,012
Net revenues	$	503,860	$	125,568	$	—	$	167,602	$	24,450

________

MGE Niagara operates the MGE Niagara Resorts under the terms of a 21-year Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation. On June 18, 2021 (the “Amendment Date”), the Casino Operating and Services Agreement was amended to provide for, among other things, a three-year replacement of annual Thresholds (as defined in the Casino Operating and Services Agreement), subject to certain conditions, with a fixed revenue share percentage. Annual Thresholds may be reinstated at any time during this three-year period under certain conditions specified in the amended Casino Operating and Services Agreement. The amended Casino Operating and Services Agreement also provides for a change in the payment schedule for fixed and variable lease payments relating to Fallsview Casino Resort, which were originally due during the closure of the MGE Niagara Resorts, to the last twelve months of the lease term. These fixed and variable lease payments totaled $26.9 million and $11.5 million, respectively. As of the Amendment Date, such amounts were recorded within current portion of right-of-use operating lease obligations and due to Ontario Lottery and Gaming Corporation, a current liability. On the Amendment Date, these amounts were discounted to an aggregate present value of $4.0 million, which is now recorded within due to Ontario Lottery and Gaming Corporation, a long-term liability. The discount totaling $34.4 million represents additional non-cash consideration from the Ontario Lottery and Gaming Corporation and, accordingly, is recorded as a contract liability. The contract assets related to the Casino Operating and Services Agreement are reported net of this contract liability. The contract liability will be recognized as revenue over the remaining term of the Casino Operating and Services Agreement, on a straight-line basis, consistent with other components with fixed consideration under the Casino Operating and Services Agreement.

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


	June 30, 2021
	Carrying Value		Fair Value
New senior secured credit facility - revolving (1)	$	45,000	$	44,381
2021 8% senior secured notes (1)	1,156,911		1,222,000
2016 7 7/8% senior unsecured notes (1)	493,140		516,875
MGE Niagara credit facility - revolving (1)	28,231		28,231
MGE Niagara credit facility - term loan (1)	71,806		72,594
MGE Niagara convertible debenture (2)	32,264		32,264
Mohegan Expo credit facility (3)	26,211		26,535
Guaranteed credit facility (3)	27,789		28,438
Redemption note payable (3)	57,278		57,278
Other (3)	4,312		4,312
Long-term debt	$	1,942,942	$	2,032,908

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments” (“ASU 2016-13”), which sets forth a current expected credit loss model requiring a company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This model replaced the prior incurred loss model and applies to the measurement of credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures. Effective October 1, 2020, the Company adopted ASU 2016-13 and its adoption did not have a material impact on the Company's financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which added, amended and removed certain disclosure requirements related to fair value measurements. ASU 2018-13 requires enhanced disclosures on valuation techniques and inputs that a reporting entity uses to determine its measures of fair value, including judgments and assumptions that the entity makes and the uncertainties in the fair value measurements as of the reporting date. Effective October 1, 2020, the Company adopted ASU 2018-13 and its adoption did not have a material impact on the Company's financial statement disclosures.

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

In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements and related disclosures, but does not expect its adoption to have a material impact.