UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

_____________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2021~~2022


☐			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,

06382

(Address of principal executive offices)

(Zip Code)

(860) 862-8000

(Registrant’s telephone number, including area code)

___________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each
exchange on which registered

None

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 ☐ No ☒*


*			The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months had it been subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

MOHEGAN TRIBAL GAMING AUTHORITY

INDEX TO FORM 10-Q


		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, ~~2021~~2022 and September 30, ~~2020~~2021 (unaudited)	3

	Condensed Consolidated Statements of ~~Loss~~Operations and Comprehensive Loss for the Three ~~Months~~ and Six Months Ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	4

	Condensed Consolidated Statements of Changes in Capital for the Three ~~Months~~ and Six Months Ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2116

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2823

Item 4.	Controls and Procedures	2823

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	2924

Item 1A.	Risk Factors	2924

Item 6.	Exhibits	3025

Signatures.	Mohegan Tribal Gaming Authority	3126

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


		March 31, 2021		September 30, 2020			March 31, 2022		September 30, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	127,772	$	112,665	Cash and cash equivalents	$	167,736	$	149,822
Restricted cash and cash equivalents	Restricted cash and cash equivalents	3,759		934		Restricted cash and cash equivalents	6,854		5,259
Accounts receivable, net of allowance for doubtful accounts of $17,960 and $16,313, respectively		48,915		43,602
Accounts receivable, net						Accounts receivable, net	41,238		40,772
Inventories	Inventories	17,389		16,773		Inventories	19,437		18,455
Due from Ontario Lottery and Gaming Corporation	Due from Ontario Lottery and Gaming Corporation	6,086		2,854		Due from Ontario Lottery and Gaming Corporation	18,884		16,711
Casino Operating and Services Agreement customer contract asset		17,894		24,843
Contract asset						Contract asset	37,944		32,665
Other current assets	Other current assets	50,713		46,362		Other current assets	35,270		56,466
Total current assets	Total current assets	272,528		248,033		Total current assets	327,363		320,150
Restricted cash and cash equivalents	Restricted cash and cash equivalents	18,774		28,470		Restricted cash and cash equivalents	366,107		9,616
Property and equipment, net	Property and equipment, net	1,573,632		1,498,047		Property and equipment, net	1,591,329		1,531,619
Right-of-use operating lease assets		447,667		408,434
Other intangible assets, net		328,810		327,841
Casino Operating and Services Agreement customer contract asset, net of current portion		114,133		104,405
Right-of-use assets						Right-of-use assets	333,739		362,008
Intangible assets, net						Intangible assets, net	313,985		327,255
Contract asset, net of current portion						Contract asset, net of current portion	73,383		87,262
Notes receivable	Notes receivable	2,514		2,514		Notes receivable	2,514		2,514
Other assets, net	Other assets, net	96,133		89,444		Other assets, net	79,612		89,453
Total assets	Total assets	$	2,854,191	$	2,707,188	Total assets	$	3,088,032	$	2,729,877
LIABILITIES AND CAPITAL	LIABILITIES AND CAPITAL					LIABILITIES AND CAPITAL
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt	Current portion of long-term debt	$	49,555	$	75,355	Current portion of long-term debt	$	66,793	$	80,276
Current portion of finance lease obligations	Current portion of finance lease obligations	4,165		2,802		Current portion of finance lease obligations	4,685		5,836
Current portion of right-of-use operating lease obligations		32,739		19,939
Current portion of operating lease obligations						Current portion of operating lease obligations	5,977		9,616
Trade payables	Trade payables	25,311		22,469		Trade payables	11,272		23,675
Accrued payroll	Accrued payroll	37,948		32,705		Accrued payroll	56,590		53,352
Construction payables	Construction payables	38,827		40,932		Construction payables	35,332		53,120
Accrued interest payable	Accrued interest payable	36,316		26,349		Accrued interest payable	39,183		37,546
Due to Ontario Lottery and Gaming Corporation	Due to Ontario Lottery and Gaming Corporation	31,360		25,405		Due to Ontario Lottery and Gaming Corporation	14,675		22,253
Other current liabilities	Other current liabilities	156,932		157,910		Other current liabilities	167,085		159,802
Total current liabilities	Total current liabilities	413,153		403,866		Total current liabilities	401,592		445,476
Long-term debt, net of current portion	Long-term debt, net of current portion	1,973,529		1,894,655		Long-term debt, net of current portion	2,243,793		1,858,478
Finance lease obligations, net of current portion	Finance lease obligations, net of current portion	107,475		28,209		Finance lease obligations, net of current portion	111,590		109,189
Right-of-use operating lease obligations, net of current portion		452,993		411,698
Operating lease obligations, net of current portion						Operating lease obligations, net of current portion	388,496		410,090
Warrants and put option liabilities						Warrants and put option liabilities	90,932		—
Accrued payroll	Accrued payroll	3,529		3,978		Accrued payroll	—		3,529
Other long-term liabilities	Other long-term liabilities	35,620		32,771		Other long-term liabilities	40,574		36,357
Total liabilities	Total liabilities	2,986,299		2,775,177		Total liabilities	3,276,977		2,863,119
Commitments and Contingencies	Commitments and Contingencies	0		0		Commitments and Contingencies	0		0
Capital:	Capital:					Capital:
Retained deficit	Retained deficit	(142,563)		(75,692)		Retained deficit	(175,787)		(133,087)
Accumulated other comprehensive income		9,291		223
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(15,481)		(2,065)
Total capital attributable to Mohegan Tribal Gaming Authority	Total capital attributable to Mohegan Tribal Gaming Authority	(133,272)		(75,469)		Total capital attributable to Mohegan Tribal Gaming Authority	(191,268)		(135,152)
Non-controlling interests	Non-controlling interests	1,164		7,480		Non-controlling interests	2,323		1,910
Total capital	Total capital	(132,108)		(67,989)		Total capital	(188,945)		(133,242)
Total liabilities and capital	Total liabilities and capital	$	2,854,191	$	2,707,188	Total liabilities and capital	$	3,088,032	$	2,729,877

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

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF ~~LOSS~~OPERATIONS AND COMPREHENSIVE LOSS

(in thousands)

(unaudited)

For the For the For the For the
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenues:
Gaming $ 209,184 $ 215,994 $ 382,385 $ 480,263
Food and beverage 13,343 37,557 24,383 88,089
Hotel 17,170 20,115 33,694 47,704
Retail, entertainment and other 38,931 41,035 68,947 97,697
Net revenues 278,628 314,701 509,409 713,753
Operating costs and expenses:
Gaming, including related party transactions of $808, $755, $1,607 and $1,510, respectively 108,567 131,178 207,066 288,366
Food and beverage 11,610 32,392 23,096 74,085
Hotel, including related party transactions of $2,161, $2,161, $4,322 and $4,322, respectively 8,189 10,473 16,981 22,315
Retail, entertainment and other 6,843 16,166 14,136 41,152
Advertising, general and administrative, including related party transactions of $6,097, $9,046, $16,277 and $18,612, respectively 49,790 62,882 98,504 137,096
Corporate, including related party transactions of $1,516, $2,128, $3,264 and $4,381, respectively 12,887 10,169 23,992 24,259
Depreciation and amortization 26,388 27,826 52,362 56,370
Impairment of Mohegan Sun Pocono's
intangible assets 0 126,596 0 126,596
Other, net 9,498 3,274 17,806 6,344
Total operating costs and expenses 233,772 420,956 453,943 776,583
Income (loss) from operations 44,856 (106,255) 55,466 (62,830)
Other income (expense):
Interest income 6 528 4 1,279
Interest expense, net of capitalized interest (42,442) (30,996) (84,327) (66,352)
Loss on modification and early extinguishment of debt (23,886) 0 (23,958) 0
Other, net 2,269 (2,432) 3,292 (3,024)
Total other expense (64,053) (32,900) (104,989) (68,097)
Loss before income tax (19,197) (139,155) (49,523) (130,927)
Income tax benefit (provision) 3,224 (876) 6,789 320
Net loss (15,973) (140,031) (42,734) (130,607)
(Income) loss attributable to non-controlling interests (16) (63) 124 (93)
Net loss attributable to
Mohegan Tribal Gaming Authority (15,989) (140,094) (42,610) (130,700)
Comprehensive income (loss):
Foreign currency translation adjustment (10,533) (18,581) 10,444 (7,164)
Other comprehensive income (loss) (10,533) (18,581) 10,444 (7,164)
Other comprehensive (income) loss attributable to
non-controlling interests 0 739 (1,376) 208
Other comprehensive income (loss) attributable to
Mohegan Tribal Gaming Authority (10,533) (17,842) 9,068 (6,956)
Comprehensive loss attributable to
Mohegan Tribal Gaming Authority $ (26,522) $ (157,936) $ (33,542) $ (137,656)


	Three Months Ended				Six Months Ended
	March 31, 2022		March 31, 2021		March 31, 2022		March 31, 2021
Revenues:
Gaming	$	261,494	$	209,184	$	547,223	$	382,385
Food and beverage	28,916		13,343		60,535		24,383
Hotel	24,860		17,170		54,733		33,694
Retail, entertainment and other	43,206		38,931		97,948		68,947
Net revenues	358,476		278,628		760,439		509,409
Operating costs and expenses:
Gaming, including related party transactions of $809, $808, $1,618 and $1,607, respectively	137,244		108,567		285,027		207,066
Food and beverage	23,868		11,610		50,203		23,096
Hotel, including related party transactions of $2,161, $2,161, $4,322 and $4,322, respectively	11,249		8,189		22,438		16,981
Retail, entertainment and other	13,778		6,843		35,786		14,136
Advertising, general and administrative, including related party transactions of $13,236, $6,097, $24,562 and $16,277, respectively	71,604		49,790		147,393		98,504
Corporate, including related party transactions of $2,304, $1,516, $4,020 and $3,264, respectively	13,698		12,887		35,102		23,992
Depreciation and amortization	26,145		26,388		51,568		52,362
Impairment of tangible assets	—		—		17,679		—
Impairment of intangible assets	—		—		12,869		—
Other, net	3,440		9,498		9,729		17,806
Total operating costs and expenses	301,026		233,772		667,794		453,943
Income from operations	57,450		44,856		92,645		55,466
Other income (expense):
Interest income	136		6		249		4
Interest expense, net	(52,255)		(42,442)		(97,086)		(84,327)
Loss on modification and early extinguishment of debt	—		(23,886)		—		(23,958)
Loss on fair value adjustment	(6,161)		—		(6,161)		—
Other, net	(1,887)		2,269		(2,678)		3,292
Total other expense	(60,167)		(64,053)		(105,676)		(104,989)
Loss before income tax	(2,717)		(19,197)		(13,031)		(49,523)
Income tax benefit (provision)	276		3,224		(1,019)		6,789
Net loss	(2,441)		(15,973)		(14,050)		(42,734)
(Income) loss attributable to non-controlling interests	(342)		(16)		(413)		124
Net loss attributable to Mohegan Tribal Gaming Authority	(2,783)		(15,989)		(14,463)		(42,610)
Comprehensive loss:
Foreign currency translation adjustment	(8,440)		(10,533)		(13,416)		10,444
Other comprehensive income (loss)	(8,440)		(10,533)		(13,416)		10,444
Other comprehensive income attributable to non-controlling interests	—		—		—		(1,376)
Other comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority	(8,440)		(10,533)		(13,416)		9,068
Comprehensive loss attributable to Mohegan Tribal Gaming Authority	$	(11,223)	$	(26,522)	$	(27,879)	$	(33,542)

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

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

(unaudited)

Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Capital Attributable to Mohegan Tribal Gaming Authority Non-controlling Interests Total
Capital
Balance, December 31, 2020 $ (114,574) $ 19,824 $ (94,750) $ 1,148 $ (93,602)
Net income (loss) (15,989) — (15,989) 16 (15,973)
Foreign currency translation adjustment — (10,533) (10,533) — (10,533)
Distributions to Mohegan Tribe (12,000) — (12,000) — (12,000)
Balance, March 31, 2021 $ (142,563) $ 9,291 $ (133,272) $ 1,164 $ (132,108)
Balance, September 30, 2020 $ (75,692) $ 223 $ (75,469) $ 7,480 $ (67,989)
Net loss (42,610) — (42,610) (124) (42,734)
Foreign currency translation adjustment — 9,068 9,068 1,376 10,444
Distributions to Mohegan Tribe (24,000) — (24,000) — (24,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project (261) — (261) — (261)
Other — — — (7,568) (7,568)
Balance, March 31, 2021 $ (142,563) $ 9,291 $ (133,272) $ 1,164 $ (132,108)
Balance, December 31, 2019 $ 134,205 $ 4,253 $ 138,458 $ 7,503 $ 145,961
Net income (loss) (140,094) — (140,094) 63 (140,031)
Foreign currency translation adjustment — (17,842) (17,842) (739) (18,581)
Distributions to Mohegan Tribe (12,000) — (12,000) — (12,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project (100) — (100) — (100)
Balance, March 31, 2020 $ (17,989) $ (13,589) $ (31,578) $ 6,827 $ (24,751)
Balance, September 30, 2019 $ 137,124 $ (6,633) $ 130,491 $ 6,942 $ 137,433
Net income (loss) (130,700) — (130,700) 93 (130,607)
Foreign currency translation adjustment — (6,956) (6,956) (208) (7,164)
Distributions to Mohegan Tribe (24,000) — (24,000) — (24,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project (413) — (413) — (413)
Balance, March 31, 2020 $ (17,989) $ (13,589) $ (31,578) $ 6,827 $ (24,751)


	Retained Deficit		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Total Capital Attributable to Mohegan Tribal Gaming Authority		Non-controlling Interests		Total Capital
Balance, December 31, 2021	$	(159,107)	$	—	$	(7,041)	$	(166,148)	$	1,981	$	(164,167)
Net income (loss)	(2,783)		—		—		(2,783)		342		(2,441)
Foreign currency translation adjustment	—		—		(8,440)		(8,440)		—		(8,440)
Contribution from Mohegan Tribe	—		325		—		325		—		325
Distributions to Mohegan Tribe	(13,675)		(325)		—		(14,000)		—		(14,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(222)		—		—		(222)		—		(222)

Balance, March 31, 2022	$	(175,787)	$	—	$	(15,481)	$	(191,268)	$	2,323	$	(188,945)

Balance, September 30, 2021	$	(133,087)	$	—	$	(2,065)	$	(135,152)	$	1,910	$	(133,242)
Net income (loss)	(14,463)		—		—		(14,463)		413		(14,050)
Foreign currency translation adjustment	—		—		(13,416)		(13,416)		—		(13,416)
Contribution from Mohegan Tribe	—		325		—		325		—		325
Distributions to Mohegan Tribe	(27,675)		(325)		—		(28,000)		—		(28,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(562)		—		—		(562)		—		(562)

Balance, March 31, 2022	$	(175,787)	$	—	$	(15,481)	$	(191,268)	$	2,323	$	(188,945)

Balance, December 31, 2020	$	(114,574)	$	—	$	19,824	$	(94,750)	$	1,148	$	(93,602)
Net income (loss)	(15,989)		—		—		(15,989)		16		(15,973)
Foreign currency translation adjustment	—		—		(10,533)		(10,533)		—		(10,533)
Distributions to Mohegan Tribe	(12,000)		—		—		(12,000)		—		(12,000)
Balance, March 31, 2021	$	(142,563)	$	—	$	9,291	$	(133,272)	$	1,164	$	(132,108)

Balance, September 30, 2020	$	(75,692)	$	—	$	223	$	(75,469)	$	7,480	$	(67,989)
Net loss	(42,610)		—		—		(42,610)		(124)		(42,734)
Foreign currency translation adjustment	—		—		9,068		9,068		1,376		10,444
Distributions to Mohegan Tribe	(24,000)		—		—		(24,000)		—		(24,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(261)		—		—		(261)		—		(261)
Other	—		—		—		—		(7,568)		(7,568)
Balance, March 31, 2021	$	(142,563)	$	—	$	9,291	$	(133,272)	$	1,164	$	(132,108)

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

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

For the For the
Six Months Ended Six Months Ended
March 31, 2021 March 31, 2020
Cash flows provided by (used in) operating activities:
Net loss $ (42,734) $ (130,607)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization 52,362 56,370
Non-cash operating lease expense 6,208 6,403
Loss on modification and early extinguishment of debt 23,725 0
Accretion of discounts 627 584
Amortization of discounts and debt issuance costs 11,182 9,256
Provision for losses on receivables 2,642 1,977
Impairment of Mohegan Sun Pocono's intangible assets 0 126,596
Deferred income taxes (6,989) (484)
Other, net (5,917) 1,063
Changes in operating assets and liabilities, net of effect of the MGE Niagara Resorts acquisition:
Accounts receivable (7,457) 13,057
Inventories (434) 1,297
Due from Ontario Lottery and Gaming Corporation (3,058) 1,910
Casino Operating and Services Agreement customer contract asset 5,111 (76,290)
Other assets 691 8,847
Trade payables 1,982 10,755
Accrued interest 9,931 (55)
Due to Ontario Lottery and Gaming Corporation 4,316 1,868
Operating lease liabilities 8,282 (3,861)
Other liabilities 6,721 (45,549)
Net cash flows provided by (used in) operating activities 67,191 (16,863)
Cash flows used in investing activities:
Purchases of property and equipment (36,319) (54,630)
Acquisition of the MGE Niagara Resorts, net of cash acquired 0 (1,666)
Investment in Mohegan Hotel Holding, LLC 0 (10,750)
Other, net 790 (1,172)
Net cash flows used in investing activities (35,529) (68,218)
Cash flows provided by (used in) financing activities:
New senior secured credit facility borrowings - revolving and line of credit 311,764 0
New senior secured credit facility repayments - revolving and line of credit (185,749) 0
Prior senior secured credit facility borrowings - revolving and line of credit 156,287 665,725
Prior senior secured credit facility repayments - revolving and line of credit (353,287) (520,725)
Prior senior secured credit facility repayments - term loans A and B (1,056,061) (26,590)
Proceeds from Main Street term loan facility, net of discounts 48,108 0
Repayment of Main Street term loan facility (50,000) 0
Proceeds from issuance of senior secured notes 1,175,000 0
MGE Niagara Resorts credit facility borrowings - revolving and line of credit 0 77,537
MGE Niagara Resorts credit facility repayments - revolving and line of credit 0 (51,110)
MGE Niagara Resorts credit facility repayments - term loan (1,970) (1,848)
Repayment of Mohegan Tribe subordinated loan (5,000) 0
Other repayments (14,240) (11,617)
Payments on finance lease obligations (536) (828)
Distributions to Mohegan Tribe (24,000) (24,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project (261) (413)
Payments of financing fees (24,082) 0


	Six Months Ended
	March 31, 2022		March 31, 2021
Cash flows provided by operating activities:
Net loss	$	(14,050)	$	(42,734)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation and amortization	51,568		52,362
Non-cash operating lease expense	4,408		6,208
Accretion of discounts	1,183		627
Amortization of discounts and debt issuance costs	7,340		11,182
Paid-in-kind interest	11,047		—
Loss on fair value adjustment	6,161		—
Loss on modification and early extinguishment of debt	—		23,725
Provision for losses on receivables	2,924		2,642
Deferred income taxes	1,344		(6,989)
Impairment charges	30,548		—
Other, net	2,707		(5,917)
Changes in operating assets and liabilities:
Accounts receivable, net	(3,361)		(7,457)
Inventories	(938)		(434)
Due from Ontario Lottery and Gaming Corporation	(1,717)		(3,058)
Contract asset	10,069		5,111
Other assets	26,113		691
Trade payables	(12,532)		1,982
Accrued interest payable	250		9,931
Due to Ontario Lottery and Gaming Corporation	(7,677)		4,316
Operating lease obligations	(2,397)		8,282
Other liabilities	16,254		6,721
Net cash flows provided by operating activities	129,244		67,191
Cash flows used in investing activities:
Purchases of property and equipment	(144,665)		(36,319)
Investments related to the Inspire Korea project	(5,611)		—
Other, net	(3,068)		790
Net cash flows used in investing activities	(153,344)		(35,529)
Cash flows provided by (used in) financing activities:
Proceeds from revolving credit facilities	588,775		468,051
Repayments on revolving credit facilities	(600,287)		(539,036)
Proceeds from issuance of long-term debt	537,464		1,223,108
Repayments of long-term debt	(16,298)		(1,127,271)
Payments on finance lease obligations	(3,309)		(536)
Contributions from affiliates	325		—
Distributions to affiliates	(28,562)		(24,261)
Payments of financing fees	(66,173)		(24,082)
Other, net	(2,927)		(1,000)
Net cash flows provided by (used in) financing activities	409,008		(25,027)
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents	384,908		6,635
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	(8,908)		1,601
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	164,697		142,069
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	540,697	$	150,305

Other, net (1,000) (1,527)
Net cash flows provided by (used in) financing activities (25,027) 104,604
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents 6,635 19,523
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents 1,601 (3,567)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 142,069 280,729
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 150,305 $ 296,685
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash and cash equivalents $ 127,772 $ 184,868
Restricted cash and cash equivalents, current 3,759 1,707
Restricted cash and cash equivalents, non-current 18,774 110,110
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 150,305 $ 296,685
Supplemental disclosures:
Cash paid for interest $ 63,195 $ 61,583
Non-cash transactions:
Right-of-use operating lease assets $ 24,740 $ 360,257
Right-of-use operating lease obligations $ 24,082 $ 360,402
Finance lease assets and obligations $ 78,682 $ 2,206
Construction payables $ 35,974 $ 45,395
New senior secured credit facility reductions $ 3,000 $ 0
Prior senior secured credit facility reductions $ 0 $ 10,514
MGE Niagara Resorts - derecognition of build-to-suit asset and liability $ 0 $ 90,675


	Six Months Ended
	March 31, 2022		March 31, 2021
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash and cash equivalents	$	167,736	$	127,772
Restricted cash and cash equivalents, current	6,854		3,759
Restricted cash and cash equivalents, non-current	366,107		18,774
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	540,697	$	150,305
Supplemental disclosures:
Cash paid for interest	$	78,602	$	63,195
Non-cash transactions:
Right-of-use assets additions (reductions)	$	(27,785)	$	24,740
Right-of-use obligations additions (reductions)	$	(27,785)	$	24,082
Paid-in-kind interest capitalized	$	5,775	$	—
Paid-in-kind interest converted to debt	$	12,077	$	—
Increase in construction payables	$	—	$	35,974
Finance lease assets and obligations	$	—	$	78,682
Prior senior secured credit facility reduction	$	—	$	3,000

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

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION:~~Note 1 — Organization and Basis of Presentation

Organization

The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment (the “Company,” “we,” “us,” or “our”) was established by the Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) ~~established the Mohegan Tribal Gaming Authority~~ in July ~~1995 with~~1995. We have 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,~~

We 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. We currently own 2 facilities ~~both domestically~~in the United States and ~~internationally. This ownership, operation~~operate 5 facilities in the United States and ~~development includes~~Canada. We are also currently developing a facility in South Korea, 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 CasinoInspire Entertainment 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) management of Paragon Casino Resort in Marksville, Louisiana, (vii) operation of the Mohegan Sun Casino at Virgin Hotels Las Vegas (“Mohegan Sun Las Vegas”) in Las Vegas, Nevada, (viii) development and construction of an integrated resort and casino project to be located adjacent to the Incheon International Airport ~~in South Korea and (ix) development and construction of an integrated resort and casino project to be located near Athens, Greece.~~(“Inspire Korea”).

Impact of the COVID-19 Pandemic

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~~our operations. In March 2020, ~~the Company~~we temporarily suspended operations at ~~its North American owned, operated~~our properties in the United States and ~~managed properties~~Canada to ensure the health and safety of ~~its~~our employees, guests and the surrounding communities in which ~~the Company operates,~~we operate, consistent with directives from various ~~government~~governmental bodies. ~~Following these closures,~~All of our properties in the ~~Company~~United States were reopened ~~its~~by July 2020. Our properties as follows: (i) Paragon Casino Resort on May 20, 2020, (ii) ilani Casino Resort on May 28, 2020, (iii) Mohegan Sun on June 1, 2020, (iv) Mohegan Sun Pocono on June 22, 2020 and (v) Resorts Casino Hotel onin Canada reopened in July ~~2, 2020. Mohegan Sun Pocono was again~~2021, but were temporarily closed again from ~~December 12, 2020~~January 5, 2022 through January ~~3, 2021~~30, 2022, due to a resurgence of COVID-19.

COVID-19 ~~at that time. In addition, Mohegan Sun Las Vegas opened to the public~~has had a significant impact on ~~March 25, 2021 under capacity restrictions due to COVID-19. As of the date of the filing of this Quarterly Report on Form 10-Q, the MGE Niagara Resorts remain temporarily closed.~~

The Company cannot predict when the MGE Niagara Resorts will be able to reopen or the conditions upon which such reopening may occur, and while the Company's reopened properties have experienced some level of continued business disruption, the Company expects that these disruptions will gradually dissipate, and remains confident in its ability to mitigate the impact of any such disruption through expense management. The impact of COVID-19 on the Company'sour operations, ~~has been significant, though~~ the full extent of ~~its impact will depend~~which depends on future developments which are highly uncertain and cannot be predicted with ~~confidence, such as~~ confidence. Such developments include the following:

•the duration of COVID-19 or the extent of any resurgence or variants of ~~COVID-19,~~ COVID-19;

•the manner in which ~~the Company’s~~our guests, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures ~~taken by the Company,~~ we implemented;

•new information ~~which~~that may emerge concerning the severity of COVID-19 and the actions to contain or treat ~~it, as well as~~ it;

•general economic ~~conditions~~conditions; and

•consumer confidence.

Accordingly, ~~the Company~~we cannot reasonably estimate the extent to which COVID-19 will further impact ~~its~~our future financial condition, results of operations and cash flows.

~~The Company~~We 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~~our intangible assets, as well as other long-lived asset impairment

charges. Actual results may differ materially from ~~the Company’s~~our current estimates as the scope of COVID-19 evolves, depending largely, but not exclusively, on the duration and extent of ~~the Company’s~~our 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.

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 (“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~~our operating results for the interim period, have been included.

~~The Company’s~~Our results of operations for these interim periods are not necessarily indicative of the operating results for ~~the three months and six months ended March 31, 2021 are not indicative of operating results expected~~other quarters, for the ~~entire~~full fiscal year or any other period, particularly given the impact of COVID-19 as discussed above.

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.

~~Mohegan Sun Las Vegas~~

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 right-of-use (“ROU”) finance lease asset and liability.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The preparation of financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities.

Similar to other sovereign governments, the Mohegan Tribe and its entities, including the Company, are not subject to United States federal income taxes. However, certain of our non-tribal entities are subject to income taxes in various state and local jurisdictions within the United States and in Canada.

Inspire Korea

The initial phase of Inspire Korea primarily consists of an integrated entertainment resort. Design and construction work was temporarily paused in September 2020 while we were in the process of securing the necessary financing for the project, which was completed in November 2021 (see Note 2). During this temporary pause in construction, Inspire Korea obtained approval to modify its development plan and adjust the timing of a future sub-phase of this initial phase of the project.

On December 27, 2021, Inspire Korea elected to terminate a licensing arrangement for a previously-planned sub-phase and discontinue related design work. As a result, we recognized an intangible asset impairment of $12.9 million related to the licensing arrangement and a tangible asset impairment of $17.7 million on the related construction in progress.

Recently Issued Accounting Pronouncements

ASU 2019-12

In December 2019, the Financial Accounting Standards Board (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 was effective for annual reporting periods beginning after December 15, 2020. There was no effect on the Company’s financial statements from adopting this new standard.

ASU 2021-10

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”), which requires business entities to provide certain disclosures about government transactions that are accounted for by applying a grant or contribution accounting model by analogy to other accounting guidance. ASU 2021-10 is effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the effect ASU 2021-10 will have on its disclosures.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Note 2 — Long-Term Debt


	March 31, 2022			September 30, 2021
(in thousands)	Final Maturity	Face Value		Book Value		Book Value
New Senior Secured Credit Facility	2023	$	40,000	$	40,000	$	27,000
Line of Credit	2023	—		—		20,227
2021 8% Senior Secured Notes	2026	1,175,000		1,159,406		1,157,731
2016 7 7/8% Senior Unsecured Notes	2024	500,000		494,545		493,599
MGE Niagara Credit Facility
Revolving	2024	15,990		15,990		27,534
Swingline	2024	12,252		12,252		4,333
Term Loan	2024	68,957		68,253		68,965
MGE Niagara Convertible Debenture	2040	31,980		31,980		31,468
Inspire Korea Credit Facility	2025	257,367		199,726		—
MGE Korea Term Loan	2027	287,077		191,718		—
Mohegan Expo Credit Facility (1)	2022	24,662		24,662		25,697
Guaranteed Credit Facility	2023	26,468		26,042		27,208
Redemption Note Payable	2024	50,360		44,440		53,130
Other	Varies	1,572		1,572		1,862
Long-term debt		2,491,685		2,310,586		1,938,754
Current portion of long-term debt		(66,793)		(66,793)		(80,276)
Long-term debt, net of current portion		$	2,424,892	$	2,243,793	$	1,858,478

Fair value		$	2,379,096
Unamortized discounts and debt issuance costs		$	181,099	$	34,022

__________

(1) Repaid at maturity on April 1, 2022.

Inspire Korea Financing

Inspire Korea Credit Facility

On September 24, 2021, Inspire Korea entered into a loan agreement providing for a loan commitment of up to 1.04 trillion Korean won (“KRW”) in 2 tranches (the “Inspire Korea Credit Facility”), comprised of a 740.0 billion KRW credit facility (the “Tranche A Facility”) and a 300.0 billion KRW credit facility (the “Tranche B Facility”). The Inspire Korea Credit Facility is being used to pay for the construction, operation, financial and other project costs in connection with Inspire Korea (see Note 1). All obligations under the Inspire Korea Credit Facility are secured by liens on substantially all assets of, and equity interests in, Inspire Korea (subject to certain exceptions and limitations). The Inspire Korea Credit Facility matures 48 months after the date of the first draw, which was November 29, 2021.


Inspire Korea Credit Facility Summary

	September 30, 2021				March 31, 2022
	Total Capacity				Outstanding Borrowings (Face Value)
(in millions)	KRW		USD		KRW		USD
Tranche A Facility	₩	740,000.0	$	625.1	₩	222,000.0	$	183.1
Tranche B Facility	₩	300,000.0	$	253.4	₩	90,000.0	$	74.3
Total	₩	1,040,000.0	$	878.5	₩	312,000.0	$	257.4

Mandatory prepayments are required under the Inspire Korea Credit Facility in connection with certain specified asset dispositions or receipt of insurance proceeds, without a prepayment fee. The Inspire Korea Credit Facility may not be voluntarily prepaid in whole or in part until one year after the date of the first draw. After such date, any voluntary prepayment requires a prepayment fee as defined in the Inspire Korea Credit Facility agreement.

Loans outstanding under the Tranche A Facility bear interest at a fixed rate of 5.4% per annum or a floating rate equal to the sum of a base rate and an applicable margin (as defined in the Inspire Korea Credit Facility agreement). Loans outstanding under the Tranche B Facility bear interest at a fixed rate of 7.0% per annum or a floating rate equal to the sum of a base rate and

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

an applicable margin (as defined in the Inspire Korea Credit Facility agreement). The Inspire Korea Credit Facility includes an interest reserve whereby a portion of loan proceeds is reserved for payment of interest. Interest on Tranche A Facility loans is fully reserved and interest on Tranche B Facility loans is reserved for 36 months. If any portion of the Inspire Korea Credit Facility is undrawn, Inspire Korea is required to pay a 0.3% commitment fee on the undrawn amount.

The Inspire Korea Credit Facility contains certain customary covenants applicable to Inspire Korea, including covenants governing: incurrence of indebtedness, incurrence of liens, investments, mergers or consolidations, asset sales, acquisitions of assets, the payment of dividends and other distributions and affiliate transactions. In addition, the Inspire Korea Credit Facility includes other covenants, representations and warranties and events of default that are customary for financing transactions of this type.

In connection with the Inspire Korea Credit Facility, the Company entered into a credit enhancement support agreement to provide up to $100.0 million credit enhancement support for Inspire Korea’s payment of principal, interest and other sums due under the Inspire Korea Credit Facility.

The Company incurred $59.1 million in costs in connection with this transaction during fiscal 2022. These debt issuance costs were reflected as a debt discount and are being amortized over the term of the Inspire Korea Credit Facility using the effective interest method.

MGE Korea Term Loan

On November 4, 2021, MGE Korea Limited (“MGE Korea”), an indirect wholly-owned subsidiary of the Company and parent company of Inspire Korea, entered into a $275.0 million secured term loan facility agreement (the “MGE Korea Term Loan”). MGE Korea received funding from the MGE Korea Term Loan on November 24, 2021 (the “Utilisation Date”). The MGE Korea Term Loan was primarily used to make a capital contribution to Inspire Korea in order to partially fund construction-related costs for Inspire Korea. The MGE Korea Term Loan matures 66 months after the Utilisation Date.

The MGE Korea Term Loan bears payment-in-kind interest at a rate of 17.0% per annum, to be compounded and capitalized at the end of each quarter, or paid in cash if so elected by MGE Korea.

If the MGE Korea Term Loan is voluntarily prepaid, if certain mandatory prepayment events are triggered or if it is repaid following a notice of acceleration, MGE Korea must pay a prepayment fee (as defined in the MGE Korea Term Loan agreement). The MGE Korea Term Loan is secured by a fixed charge over 100% of MGE Korea’s share capital and a debenture over the assets of MGE Korea (subject to certain exceptions and limitations).

The MGE Korea Term Loan contains certain customary covenants, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, disposals, acquisitions and investments, arm’s length transactions, mergers and the development and management of Inspire Korea. In addition, the MGE Korea Term Loan includes financial maintenance covenants pertaining to net leverage and debt service coverage of MGE Korea and Inspire Korea, and contains a requirement that Inspire Korea maintain a minimum cash balance in the amounts set forth in the MGE Korea Term Loan. The MGE Korea Term Loan also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

The Company incurred $10.0 million in costs in connection with the MGE Korea Term Loan during fiscal 2022. These debt issuance costs were capitalized and are being amortized over the term of the MGE Korea Term Loan. In addition, the allocation of proceeds to the issuance of warrants and associated put option (see below) resulted in an original issue discount on the MGE Korea Term Loan of $84.8 million, which will also be amortized over the term of the MGE Korea Term Loan using the effective interest method.

MGE Korea Warrant Agreement

In connection with the MGE Korea Term Loan, on November 4, 2021, MGE Korea Holding III Limited (“MGE Korea Holding III”), the parent company of MGE Korea, entered into a warrant agreement (the “Warrant Agreement”) to issue detachable warrants (the “Warrants”). The Warrants can be converted into up to a total of 4,400 shares of capital in MGE Korea Holding III at an initial exercise price of $0.01 per share. At the time of issuance, the Warrants represented 22.0% of the fully-diluted share capital of MGE Korea Holding III.

The Warrants are generally exercisable at any time after the third anniversary of the Utilisation Date (November 2024) until the tenth anniversary of the Utilisation Date (November 2031), but may be exercised earlier upon certain triggering events defined in the Warrant Agreement. Upon the earlier of (i) the tenth anniversary of the Utilisation Date (November 2031) and (ii) the consummation of an Exit Event (as defined in the Warrant Agreement), all unexercised Warrants will expire.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Warrant holders do not have any rights held by holders of shares in the capital of MGE Korea Holding III to vote or to receive dividends and other distributions (other than as set forth in the Warrant Agreement). Warrant holders and shareholders of MGE Korea Holding III have certain preemptive rights in relation to any proposed issuance of equity securities by MGE Korea Holding III or certain affiliates (as defined in the Warrant Agreement), subject to customary exceptions.

Holders of unexercised Warrants have the right to require the parent of MGE Korea Holding III (the “Parent”) to purchase all of the unexercised Warrants that they hold at certain relevant times (the “Put Option”). In turn, the Parent has the right to require the holders of unexercised Warrants to sell all of the unexercised Warrants they hold at certain relevant times (the “Call Option”). Both the Put Option and the Call Option are exercisable at any time in the period from (and including) the date six years and six months after the Utilisation Date (May 2028) until the tenth anniversary of the Utilisation Date (November 2031). The aggregate cash purchase price for both the Put Option and the Call Option equals the higher of: (i) the fair market value of the relevant unexercised Warrants and (ii) $110.0 million, multiplied by a fraction, the numerator of which is the number of the relevant unexercised Warrants and the denominator of which is the total number of Warrants.

The Warrants and the Put Option are classified as long-term liabilities and are re-measured at their estimated fair values at each reporting date. The estimated fair value of the Warrants and the Put Option was determined by utilizing the income approach (discounted cash flow method) and a binomial lattice model. This valuation approach utilized Level 3 inputs. The primary unobservable inputs utilized were the discount rate, which was 10.5%, and the expected volatility of the underlying stock price, which was 50.0%.

Debt issuance costs incurred during fiscal 2022 and allocated to the Warrants and the Put Option totaling $4.2 million were expensed on the Utilisation Date and recorded within Corporate costs and expenses.


Warrants and Put Option

(in thousands)
Balance, December 31, 2021	$	84,771
Additions	—
Unrealized losses	6,161
Balance, March 31, 2022	$	90,932

Balance, September 30, 2021	$	—
Additions	84,771
Unrealized losses	6,161
Balance, March 31, 2022	$	90,932

Note 3 — Revenue Recognition

Revenue Disaggregation

The Company is primarily engaged in the ownership, operation, management 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 and retail, entertainment and other, ~~and~~which includes management and ~~development.~~development fees earned.

~~Revenue disaggregation by geographic location and revenue type was as follows (in thousands):~~

For the Three Months Ended March 31, 2021
Connecticut Pennsylvania Nevada Canada
(Mohegan Sun) (Mohegan Sun Pocono)
(Mohegan Sun
Las Vegas) (1)
(MGE
Niagara Resorts) (2)
Other
Gaming $ 145,965 $ 49,019 $ 1,515 $ 12,685 $ 0
Food and beverage 12,047 1,132 177 0 (13)
Hotel 16,088 1,093 0 0 (11)
Retail, entertainment and other 14,922 1,132 23 1,131 2,581
Management and development 0 0 0 0 18,594
Net revenues $ 189,022 $ 52,376 $ 1,715 $ 13,816 $ 21,151
~~________~~

~~(1)Mohegan Sun Las Vegas opened to the public on March 25, 2021.~~

~~(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.~~

For the Three Months Ended March 31, 2020
Connecticut Pennsylvania Nevada Canada
(Mohegan Sun) (Mohegan Sun Pocono)
(Mohegan Sun
Las Vegas) (1)
(MGE
Niagara Resorts) (2)
Other
Gaming $ 124,721 $ 45,409 $ 0 $ 45,864 $ 0
Food and beverage 21,422 4,586 0 11,591 (42)
Hotel 15,875 1,484 0 2,756 0
Retail, entertainment and other 20,268 1,623 0 11,071 162
Management and development 0 0 0 0 8,454
Net revenues $ 182,286 $ 53,102 $ 0 $ 71,282 $ 8,574
~~________~~

~~(1)Mohegan Sun Las Vegas did not open to the public until March 25, 2021.~~

~~(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.~~

For the Six Months Ended March 31, 2021
Connecticut Pennsylvania Nevada Canada
(Mohegan Sun) (Mohegan Sun Pocono)
(Mohegan Sun
Las Vegas) (1)
(MGE
Niagara Resorts) (2)
Other
Gaming $ 270,990 $ 84,661 $ 1,515 $ 25,219 $ 0
Food and beverage 22,252 1,973 177 0 (19)
Hotel 31,808 1,897 0 0 (11)
Retail, entertainment and other 29,863 1,930 23 1,594 2,817
Management and development 0 0 0 0 31,909
Net revenues $ 354,913 $ 90,461 $ 1,715 $ 26,813 $ 34,696
~~________~~

~~(1)Mohegan Sun Las Vegas opened to the public on March 25, 2021.~~

~~(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.~~


Revenue Disaggregation by Geographic Location

	Three Months Ended March 31, 2022
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	152,023	$	55,804	$	41,762	$	11,905
Food and beverage	20,877		3,376		3,634		1,029
Hotel	20,553		1,367		2,941		(1)
Retail, entertainment and other	22,031		1,617		3,923		15,635
Net revenues	$	215,484	$	62,164	$	52,260	$	28,568

912

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

For the Six Months Ended March 31, 2020
Connecticut Pennsylvania Nevada Canada
(Mohegan Sun) (Mohegan Sun Pocono)
(Mohegan Sun
Las Vegas) (1)
(MGE
Niagara Resorts) (2)
Other
Gaming $ 284,980 $ 97,387 $ 0 $ 97,896 $ 0
Food and beverage 49,955 10,668 0 27,544 (78)
Hotel 37,923 3,464 0 6,319 (2)
Retail, entertainment and other 52,763 3,537 0 24,497 308
Management and development 0 0 0 0 17,466
Net revenues $ 425,621 $ 115,056 $ 0 $ 156,256 $ 17,694
~~________~~


Revenue Disaggregation by Geographic Location (Continued)

	Three Months Ended March 31, 2021
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	145,965	$	49,019	$	12,685	$	1,515
Food and beverage	12,047		1,132		—		164
Hotel	16,088		1,093		—		(11)
Retail, entertainment and other	14,922		1,132		1,131		21,198
Net revenues	$	189,022	$	52,376	$	13,816	$	22,866

	Six Months Ended March 31, 2022
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	321,364	$	113,279	$	92,010	$	20,570
Food and beverage	43,654		7,014		7,722		2,145
Hotel	45,444		2,930		6,362		(3)
Retail, entertainment and other	56,594		3,156		8,998		29,200
Net revenues	$	467,056	$	126,379	$	115,092	$	51,912

	Six Months Ended March 31, 2021
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	270,990	$	84,661	$	25,219	$	1,515
Food and beverage	22,252		1,973		—		158
Hotel	31,808		1,897		—		(11)
Retail, entertainment and other	29,863		1,930		1,594		34,749
Net revenues	$	354,913	$	90,461	$	26,813	$	36,411

~~(1)Mohegan Sun Las Vegas did not open to the public until March 25, 2021.~~

~~(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.~~


Lease Revenue

	Three Months Ended
	March 31, 2022				March 31, 2021
(in thousands)	Hotel		Retail, Entertainment and Other		Hotel		Retail, Entertainment and Other
Fixed rent	$	14,448	$	1,615	$	11,104	$	1,317
Variable rent	—		2,554		—		935
Total	$	14,448	$	4,169	$	11,104	$	2,252

	Six Months Ended
	March 31, 2022				March 31, 2021
(in thousands)	Hotel		Retail, Entertainment and Other		Hotel		Retail, Entertainment and Other
Fixed rent	$	32,014	$	3,443	$	21,502	$	2,884
Variable rent	—		4,674		—		1,445
Total	$	32,014	$	8,117	$	21,502	$	4,329

Contract and Contract-related Assets

As of March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, contract assets related to the MGE Niagara Resorts Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation totaled ~~$132.0~~$111.3 million and ~~$129.2~~$119.9 million, respectively.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)


Accounts Receivable, Net

(in thousands)	March 31, 2022		September 30, 2021
Gaming	$	37,220	$	37,921
Food and beverage	14		13
Hotel	3,098		3,106
Retail, entertainment and other	22,472		19,099

Accounts receivable	62,804		60,139
Allowance for doubtful accounts	(21,566)		(19,367)
Accounts receivable, net	$	41,238	$	40,772

Contract and Contract-related Liabilities

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 3 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.

~~The following table summarizes these liabilities (in thousands):~~


		March 31, 2021		September 30, 2020
(in thousands)						(in thousands)	March 31, 2022		September 30, 2021
Outstanding gaming chips and slot tickets liability	Outstanding gaming chips and slot tickets liability	$	9,104	$	7,623	Outstanding gaming chips and slot tickets liability	$	9,161	$	9,632
Loyalty points deferred revenue liability	Loyalty points deferred revenue liability	37,333		35,368		Loyalty points deferred revenue liability	41,093		42,663
Patron advances and other liability	Patron advances and other liability	19,556		17,340		Patron advances and other liability	34,268		30,166
Total	Total	$	65,993	$	60,331	Total	$	84,522	$	82,461

As of March 31, ~~2021~~2022 and September 30, ~~2020,~~2021, customer contract liabilities related to Mohegan Sun Pocono's revenue sharing agreement with Unibet Interactive Inc. totaled ~~$16.2~~$15.0 million and ~~$16.8~~$15.8 million, respectively, and were primarily recorded within other long-term liabilities.

~~Fair Value of Financial Instruments~~

~~The Company 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 Company's estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

The Company'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.

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, receivables and trade payables approximates fair value. The estimated fair values of the Company's long-term debt were as follows (in thousands):

March 31, 2021
Carrying Value Fair Value
New senior secured credit facility - revolving (1)
$ 107,000 $ 105,529
Line of credit (1)
16,015 15,795
2021 8% senior secured notes (1)
1,156,117 1,180,875
2016 7 7/8% senior unsecured notes (1)
492,691 520,000
MGE Niagara Resorts credit facility - revolving (1)
27,794 27,794
MGE Niagara Resorts credit facility - term loan (1)
71,618 71,618
MGE Niagara Resorts convertible debenture (2)
31,764 31,764
Mohegan Expo credit facility (3)
26,725 27,159
Guaranteed credit facility (3)
28,369 29,094
Redemption note payable (3)
61,330 61,330
Other (3)
3,661 3,661
Long-term debt $ 2,023,084 $ 2,074,619

~~________~~

~~(1)Estimated fair values were based on Level 2 inputs (quoted market prices or prices of similar instruments) as of March 31, 2021.~~

~~(2)Estimated fair value was based on Level 3 inputs (changes in market conditions) from date of issuance (June 11, 2019) to March 31, 2021.~~

~~(3)Estimated fair values were based on Level 3 inputs (present value of future payments discounted to carrying value) as of March 31, 2021.~~

~~New Accounting Standards~~

~~The following accounting standards were adopted during the six months ended March 31, 2021:~~

~~ASU 2016-13~~

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.

~~ASU 2018-13~~

~~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.

~~The following accounting standards will be adopted in future reporting periods:~~

~~ASU 2019-12~~

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.

~~ASU 2020-06~~

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

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

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.

~~NOTE 2—LEASES:~~

~~Lessee~~

The Company leases real estate and equipment under various operating and finance lease agreements. The leases have terms ranging from approximately one month to 50 years and do not contain any material residual value guarantees or restrictive covenants. Rental payments under these lease agreements are fixed and/or variable based on periodic adjustments for inflation, performance, usage or appraised land values. Variable components of lease payments are not included in the calculation of ROU assets and liabilities.

The Company’s lease arrangements contain both lease and non-lease components. For instances in which the Company is a lessee, the Company accounts for both lease and non-lease components as a single lease component for substantially all classes of underlying assets (primarily real estate and equipment). Leases with an expected or initial term of 12 months or less are not recorded on the Company’s condensed consolidated balance sheet and the related lease expenses are recognized on a straight-line basis over the expected lease term.

~~Information related to weighted average lease terms and discount rates is as follows:~~


	~~March 31, 2021~~
~~Weighted average remaining lease terms (years):~~
~~Operating leases~~	24
~~Finance leases~~	19
~~Weighted average discount rates:~~
~~Operating leases~~	~~7.68~~	%
~~Finance leases~~	~~7.76~~	%

~~The components of lease expense are as follows (in thousands):~~

For the For the For the For the
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Operating lease expense $ 11,349 $ 9,375 $ 22,704 $ 18,976
Short-term lease expense 7,661 7,594 14,216 17,550
Variable lease expense 3,909 3,198 7,865 6,807
Finance lease expense:
Amortization of right-of-use assets 679 606 1,252 1,213
Interest on lease liabilities 488 391 875 788
Less: sublease income (1) (4,134) (7,121) (8,057) (16,725)
Total $ 19,952 $ 14,043 $ 38,855 $ 28,609

~~________~~

~~(1)Represents income earned by the Company from the rental of hotel, convention or retail space at the MGE Niagara Resorts and the Earth Hotel Tower at Mohegan Sun, both of which are leased properties.~~

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~Supplemental cash flow information related to lease liabilities is as follows (in thousands):~~

For the For the
Six Months Ended Six Months Ended
March 31, 2021 March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Payments on operating lease obligations $ 8,214 $ 16,434
Payments for interest on finance lease obligations 119 787
Payments on finance lease obligations 536 828
Total $ 8,869 $ 18,049

~~Maturities of right-of-use lease obligations are as follows (in thousands):~~

Operating Leases Finance Leases
Fiscal years:
2021 (1) $ 42,947 $ 3,958
2022 38,950 8,005
2023 39,924 12,133
2024 39,726 11,702
2025 39,992 11,302
Thereafter 831,970 171,648
Total future lease payments 1,033,509 218,748
Less: amounts representing interest (547,777) (107,435)
Plus: residual values 0 327
Present value of future lease payments 485,732 111,640
Less: current portion of lease obligations (32,739) (4,165)
Lease obligations, net of current portion $ 452,993 $ 107,475

~~________~~

~~(1)Represents payment obligations from April 1, 2021 to September 30, 2021.~~

~~Lessor~~

The Company leases space at its facilities to third parties. Lease terms for these non-cancelable operating leases range from approximately one month to 21 years. Rental income under these lease agreements is fixed and/or variable based on percentage of tenant sales or periodic adjustments for inflation. Rental income is recorded within hotel and retail, entertainment and other revenues. For instances in which the Company is the lessor, and the class of underlying asset represents retail space, the Company accounts for both the lease and non-lease components, such as common area maintenance and tenant services, as a single lease component. In all other instances, non-lease components are accounted for separately in accordance with applicable guidance, most commonly ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”.

~~Lease income consists of the following (in thousands):~~

For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020
Hotel Retail,
Entertainment and Other Hotel Retail,
Entertainment and Other
Fixed rent $ 11,104 $ 1,317 $ 11,355 $ 1,856
Variable rent 0 935 0 1,477
Total $ 11,104 $ 2,252 $ 11,355 $ 3,333

For the Six Months Ended March 31, 2021 For the Six Months Ended March 31, 2020
Hotel Retail,
Entertainment and Other Hotel Retail,
Entertainment and Other
Fixed rent $ 21,502 $ 2,884 $ 27,098 $ 4,665
Variable rent 0 1,445 0 3,131
Total $ 21,502 $ 4,329 $ 27,098 $ 7,796

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~Future fixed rental income that the Company expects to earn under non-cancelable operating leases, exclusive of amounts under contingent escalated rent clauses, is as follows (in thousands):~~

Fiscal years:
Operating Leases
Fixed Rental Income
2021 (1) $ 3,122
2022 5,025
2023 4,405
2024 3,910
2025 2,815
Thereafter 6,720
Total $ 25,997

~~________~~

~~(1)Represents future fixed rental income from April 1, 2021 to September 30, 2021.~~

Due to the evolving nature of COVID-19 and the related economic uncertainties, the Company cannot be certain that the contractual future fixed rental income presented above will be realized in its entirety.

The portions of Mohegan Sun, including the Sky Hotel Tower and the Earth Expo & Convention Center, and Mohegan Sun Pocono that are leased to third parties under operating leases are recorded within property and equipment, net as follows (in thousands):

March 31, 2021 September 30, 2020
Property and equipment, at cost $ 483,788 $ 484,143
Less: accumulated depreciation (206,668) (198,080)
Property and equipment, net $ 277,120 $ 286,063

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~NOTE 3—LONG-TERM DEBT:~~

~~Long-term debt consisted of the following (in thousands):~~

March 31, 2021 September 30, 2020
New Senior Secured Credit Facility - Revolving $ 107,000 $ 0
Line of Credit 16,015 0
Prior Senior Secured Credit Facility - Revolving 0 197,000
Prior Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $4,199 0 227,710
Prior Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $20,809 0 792,829
2021 8% Senior Secured Notes, net of discount and debt issuance costs of $18,883 1,156,117 0
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $7,309 and $8,179, respectively 492,691 491,821
MGE Niagara Resorts Credit Facility - Revolving 27,794 26,187
MGE Niagara Resorts Credit Facility - Term Loan, net of debt issuance costs of $844 and $847, respectively 71,618 69,297
MGE Niagara Resorts Convertible Debenture 31,764 29,928
Mohegan Expo Credit Facility, net of debt issuance costs of $434 and $658, respectively 26,725 27,750
Guaranteed Credit Facility, net of debt issuance costs of $725 and $877, respectively 28,369 29,529
Mohegan Tribe Subordinated Loan 0 5,000
Redemption Note Payable, net of discount of $11,990 and $15,701, respectively 61,330 69,099
Other 3,661 3,860
Long-term debt 2,023,084 1,970,010
Less: current portion of long-term debt (49,555) (75,355)
Long-term debt, net of current portion $ 1,973,529 $ 1,894,655

~~Maturities of long-term debt are as follows (in thousands):~~

Fiscal Years
2021 $ 16,812
2022 57,677
2023 152,746
2024 128,830
2025 500,025
Thereafter 1,207,179
Total $ 2,063,269

~~Refinancing Transactions~~

On January 26, 2021, the Company completed a series of refinancing transactions, including (i) entering into a new senior secured credit facility, (ii) issuing new senior secured notes, (iii) prepaying its prior Senior Secured Credit Facilities, (iv) prepaying the Main Street Term Loan Facility and (v) repaying the Mohegan Tribe Subordinated Loan. The Company incurred $24.0 million in costs in connection with these refinancing transactions. Previously deferred debt issuance costs and debt discounts totaling $23.7 million, as well as $0.1 million in new transaction costs were expensed and recorded as a loss on modification and early extinguishment of debt. New debt issuance costs totaling $4.5 million were capitalized as an asset and will be amortized over the term of the related debt. The remaining $19.4 million in new debt issuance costs was reflected as debt discount and will be amortized over the term of the related debt.

~~New Senior Secured Credit Facility~~

On January 26, 2021, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, the Mohegan Tribe, Citizens Bank, N.A., as administrative agent, and the other lenders and financial institutions party thereto, providing for a $262.875 million senior secured revolving credit facility (the “New Senior Secured Credit Facility”). The New Senior Secured Credit Facility matures on April 14, 2023.

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~The initial draw under the New Senior Secured Credit Facility, together with proceeds from the 2021 Senior Secured Notes (defined below), was used to (i) prepay all amounts outstanding under the prior~~ ~~Senior Secured Credit Facilities,~~ (ii) prepay all amounts outstanding under the Main Street Term Loan Facility, (iii) repay the Mohegan Tribe Subordinated Loan and (iv) pay related fees and expenses. The New Senior Secured Credit Facility will otherwise be available for general corporate purposes.

The Credit Agreement contains certain customary covenants applicable to the Company and its restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions and mergers or consolidations. Additionally, the Credit Agreement includes financial maintenance covenants pertaining to total leverage, secured leverage and fixed charge coverage, as well as a minimum liquidity covenant. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

Borrowings under the New Senior Secured Credit Facility bear interest as follows: (i) for base rate loans, a base rate equal to the highest of (x) the prime rate, (y) the federal funds rate plus 50 basis points and (z) the one-month LIBOR rate plus 100 basis points (the highest of (x), (y) and (z), the “base rate”), plus a leverage-based margin of 100 to 275 basis points; and (ii) for Eurodollar rate loans, the applicable LIBOR rate (subject to a 0.75% LIBOR floor) plus a leverage-based margin of 200 to 375 basis points. The Company is also required to pay a leverage-based undrawn commitment fee on the New Senior Secured Credit Facility of between 37.5 and 50 basis points. Interest on Eurodollar rate loans is payable in arrears at the end of each applicable interest period, but not less frequently than quarterly. Interest on base rate advances is payable quarterly in arrears.

The New Senior Secured Credit Facility is fully and unconditionally guaranteed, jointly and severally, by each of Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Commercial Ventures PA, LLC, Mohegan Basketball Club LLC, Mohegan Ventures-Northwest, LLC and Mohegan Golf, LLC (the “Guarantors”; and the Guarantors other than Mohegan Basketball Club LLC, the “Grantors”). The New Senior Secured Credit Facility is secured on a first priority senior secured basis by collateral constituting substantially all of the Company’s and Grantors’ assets. In the future, certain other subsidiaries of the Company may be required to become Guarantors and/or Grantors in accordance with the terms of the Credit Agreement and related loan documents.

~~Senior Secured Credit Facilities - Non-cash Transactions~~

On March 31, 2021 and 2020, the bank that administers the Company's debt service payments for its New Senior Secured Credit Facility and prior Senior Secured Credit Facilities made principal payments on behalf of the Company totaling $3.0 million and $10.5 million, respectively, but did not accordingly debit the Company's bank account for these payments. As of March 31, 2021 and 2020, the Company reflected these non-cash transactions as reductions to current portion of long-term debt and corresponding increases to other current liabilities. On the respective following banking days, the bank withdrew the payments from the Company's bank account, resulting in reductions to the Company's cash and cash equivalents and other current liabilities.

~~Line of Credit~~

On January 26, 2021, in connection with the New Senior Secured Credit Facility, the Company entered into a $25.0 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit is coterminous with the New Senior Secured Credit Facility. Pursuant to provisions of the New Senior Secured Credit Facility, under certain circumstances, the Line of Credit may be converted into loans under the New Senior Secured Credit Facility. Each advance accrues interest at a base rate plus a spread. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the New Senior Secured Credit Facility.

~~Main Street Term Loan Facility~~

On December 1, 2020, the Company entered into a loan agreement (the “Loan Agreement”) among the Company, the Mohegan Tribe and Liberty Bank, as lender, in connection with the Main Street Priority Loan Facility established by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under Section 13(3) of the Federal Reserve Act. The Loan Agreement provided for a senior secured term loan facility (the “Main Street Term Loan Facility”) in an aggregate principal amount of $50.0 million, subject to approval by the Federal Reserve, which was received on December 15, 2020. On December 15, 2020, the Company borrowed the full $50.0 million in principal amount under the Main Street Term Loan Facility. The proceeds from the Main Street Term Loan Facility were used: (i) to fund transaction costs in connection with the Loan Agreement and (ii) for working capital and general corporate purposes. The Main Street Term Loan Facility accrued interest at a rate equal to the three-month LIBOR plus 3%, payable quarterly in arrears, and was scheduled to mature on December 1,

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~2025. On January 26, 2021, the Company prepaid all amounts outstanding under, and terminated, the Main Street Term Loan Facility.~~

~~2021 8% Senior Secured Notes~~

On January 26, 2021, the Company issued $1.175 billion in aggregate principal amount of second priority senior secured notes due 2026 (the “2021 Senior Secured Notes”) in a private placement. On the same date, the Company, the Guarantors and the Mohegan Tribe entered into an indenture agreement (the “Indenture”) with U.S. Bank National Association, the trustee for the 2021 Senior Secured Notes.

The 2021 Senior Secured Notes bear interest at a fixed rate of 8% per annum and mature on the earlier of February 1, 2026 and the Springing Maturity Date (as defined in the Indenture). Interest on the 2021 Senior Secured Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021. The 2021 Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors and will be guaranteed by each other restricted subsidiary of the Company that becomes a guarantor in accordance with the terms of the 2021 Senior Secured Notes. The 2021 Senior Secured Notes are secured on a second priority senior secured basis by collateral constituting substantially all of the Company’s and Grantors’ assets.

Prior to February 1, 2023, the Company may redeem some or all of the 2021 Senior Secured Notes at a redemption price equal to 100% of the principal amount of the 2021 Senior Secured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus the “make-whole” premium described in the Indenture. In addition, the Company may, during the twelve-month period commencing on the issue date of the 2021 Senior Secured Notes and during the twelve-month period subsequent to such initial twelve-month period and prior to February 1, 2023, redeem in each such twelve-month period up to 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes at a redemption price equal to 103% of the principal amount of the 2021 Senior Secured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, provided that if the Company does not redeem 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes during the initial twelve-month period commencing on the issue date of the 2021 Senior Secured Notes, the Company may, in the subsequent twelve-month period prior to February 1, 2023, redeem the 2021 Senior Secured Notes in an amount that does not exceed 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes plus the difference between (i) 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes and (ii) the aggregate principal amount of any 2021 Senior Secured Notes redeemed during such initial twelve-month period. On or after February 1, 2023, the Company may redeem some or all of the 2021 Senior Secured Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The Indenture contains certain customary covenants, including in respect of the Company’s and its restricted subsidiaries’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or sell assets. The Indenture includes customary events of default, including, but not limited to, failure to make required payments and failure to comply with certain covenants.

~~The proceeds from the 2021 Senior Secured Notes were used as described above.~~

~~Amendments and Waivers with Respect to MGE Niagara Resorts Credit Facilities~~

On March 31, 2021, MGE Niagara entered into a Sixth Amended and Restated Limited Waiver (the “Sixth Waiver”) which, among other things: (i) waived anticipated breaches of certain financial covenants under the MGE Niagara Resorts credit facilities as a result of the closure of the MGE Niagara Resorts until September 30, 2021, (ii) waived the requirement for MGE Niagara to deliver (a) compliance certificates under the MGE Niagara Resorts credit facilities for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021 and (b) annual business plans for the operating years ending March 31, 2021 and March 31, 2022 and (iii) extended the waiver of the occurrence of an event of default that would have been caused under the MGE Niagara Resorts credit facilities due to the closure of the MGE Niagara Resorts through September 30, 2021 (the “Further Extended Waiver Period”).

In connection with the Sixth Waiver, MGE Niagara agreed, among other things, during the Further Extended Waiver Period, to: (i) continue to not make any request for advances under the MGE Niagara Resorts credit facilities, (ii) continue pricing under the MGE Niagara Resorts credit facilities at pricing level 5, (iii) maintain minimum liquidity of 12.5 million Canadian dollars, (iv) continue to deliver to the administrative agent a weekly liquidity report and (v) refrain from making certain Distributions (as defined under the MGE Niagara Resorts credit facilities).

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~Amendments to Mohegan Expo Credit Facility and Guaranteed Credit Facility~~

On January 26, 2021, the Company entered into amendments with respect to the Mohegan Expo Credit Facility and the Guaranteed Credit Facility in order to, among other things, provide waivers relating to disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 regarding the Company’s ability to continue as a going concern.

~~Debt Covenant Compliance~~

~~As of March 31, 2021, the Company was in compliance with its required financial covenants.~~

~~MOHEGAN TRIBAL GAMING AUTHORITY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(unaudited)~~

~~NOTE 4—SEGMENT REPORTING:~~Note 4 — Segment Reporting

The Company, either directly or through subsidiaries, operates Mohegan Sun, along with its other Connecticut operations (the “Connecticut Facilities”), Mohegan Sun Pocono, along with its other Pennsylvania operations (the “Pennsylvania Facilities”) and the MGE Niagara Resorts. Certain other properties that are managed or under development by the Company are identified as the management, development and other reportable segment.

The Company's chief operating decision maker currently reviews and assesses the performance and operating results and determines the proper allocation of resources to the Connecticut Facilities, the Pennsylvania Facilities, the MGE Niagara Resorts and the properties managed or under development on a separate basis. Accordingly, the Company has 4 separate reportable segments: (i) Mohegan Sun, which includes the operations of the Connecticut Facilities, (ii) Mohegan Sun Pocono, which includes the operations of the Pennsylvania Facilities, (iii) the MGE Niagara Resorts and (iv) management, development and other. ~~The~~Certain other gaming and entertainment operations (“all other”), which are not individually reportable segments, the Company's corporate functions ~~along with any~~and inter-segment activities are each disclosed separately in the following segment disclosures to reconcile to consolidated results.

For the Three Months Ended For the Six Months Ended
(in thousands) March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Net revenues:
Mohegan Sun $ 189,022 $ 182,286 $ 354,913 $ 425,621
Mohegan Sun Pocono 52,376 53,102 90,461 115,056
MGE Niagara Resorts 13,816 71,282 26,813 156,256
Management, development and other 20,309 8,454 33,624 17,466
Corporate 2,557 120 2,787 228
Inter-segment 548 (543) 811 (874)
Total $ 278,628 $ 314,701 $ 509,409 $ 713,753
Income (loss) from operations:
Mohegan Sun $ 51,765 $ 19,194 $ 79,012 $ 64,259
Mohegan Sun Pocono 6,441 (121,541) 7,797 (113,747)
MGE Niagara Resorts (11,277) 948 (23,798) (385)
Management, development and other 5,473 589 7,546 (329)
Corporate (7,547) (5,447) (15,085) (12,611)
Inter-segment 1 2 (6) (17)
Total $ 44,856 $ (106,255) $ 55,466 $ (62,830)
For the Six Months Ended
(in thousands) March 31, 2021 March 31, 2020
Capital expenditures incurred:
Mohegan Sun $ 8,694 $ 7,666
Mohegan Sun Pocono 2,679 2,588
MGE Niagara Resorts 7,538 14,542
Management, development and other 97,303 65,800
Corporate 300 98
Total $ 116,514 $ 90,694
(in thousands) March 31, 2021 September 30, 2020
Total assets:
Mohegan Sun $ 1,290,831 $ 1,271,435
Mohegan Sun Pocono 409,108 409,630
MGE Niagara Resorts 611,408 581,562
Management, development and other 555,457 423,313
Corporate 987,174 992,874
Inter-segment (999,787) (971,626)
Total $ 2,854,191 $ 2,707,188

1914

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

~~NOTE 5—COMMITMENTS AND CONTINGENCIES:~~


Net Revenues
	Three Months Ended				Six Months Ended
(in thousands)	March 31, 2022		March 31, 2021		March 31, 2022		March 31, 2021
Mohegan Sun	$	215,484	$	189,022	$	467,056	$	354,913
Mohegan Sun Pocono	62,164		52,376		126,379		90,461
MGE Niagara Resorts	52,260		13,816		115,092		26,813
Management, development and other	15,627		20,309		29,517		33,624
All other	13,290		—		23,455		—
Corporate	241		2,557		386		2,787
Inter-segment	(590)		548		(1,446)		811
Total	$	358,476	$	278,628	$	760,439	$	509,409

Income (Loss) from Operations
	Three Months Ended				Six Months Ended
(in thousands)	March 31, 2022		March 31, 2021		March 31, 2022		March 31, 2021
Mohegan Sun	$	44,650	$	51,765	$	106,344	$	79,012
Mohegan Sun Pocono	10,235		6,441		21,724		7,797
MGE Niagara Resorts	2,735		(11,277)		9,604		(23,798)
Management, development and other	8,757		5,473		(25,214)		7,546
All other	135		—		(258)		—
Corporate	(9,039)		(7,547)		(19,541)		(15,085)
Inter-segment	(23)		1		(14)		(6)
Total	$	57,450	$	44,856	$	92,645	$	55,466

Capital Expenditures Incurred
					Six Months Ended
(in thousands)					March 31, 2022		March 31, 2021
Mohegan Sun					$	17,243	$	8,694
Mohegan Sun Pocono					4,445		2,679
MGE Niagara Resorts					8,304		7,538
Management, development and other					105,078		97,303
All other					(262)		—
Corporate					12		300
Total					$	134,820	$	116,514

Total Assets

(in thousands)					March 31, 2022		September 30, 2021
Mohegan Sun					$	1,248,940	$	1,267,538
Mohegan Sun Pocono					405,217		408,187
MGE Niagara Resorts					528,201		561,812
Management, development and other					810,135		407,831
All other					101,132		98,945
Corporate					1,027,762		996,040
Inter-segment					(1,033,355)		(1,010,476)
Total					$	3,088,032	$	2,729,877

Note 5 — Commitments and Contingencies

The Company is a defendant in various claims and legal actions resulting from its normal course of business, primarily relating to personal injuries to patrons and damages to patrons' personal assets. The Company estimates litigation claims expense and accrues for such liabilities based upon historical experience. In management's opinion, the aggregate liability, if any, arising from such legal actions will not have a material impact on the Company's financial position, results of operations or cash flows.

2015

In this filing, the words “Mohegan Gaming & Entertainment,” “MGE,” “Company,” “we,” “our” and “us” refer to the Mohegan Tribal Gaming Authority, inclusive of its consolidated subsidiaries, unless otherwise stated or the context otherwise requires.

We also refer to (i) our Condensed Consolidated Financial Statements as our “Financial Statements,” (ii) our Condensed Consolidated Balance Sheets as our “Balance Sheets” and (iii) our Condensed Consolidated Statements of Operations and Comprehensive Income (or Loss) as our “Statements of Operations,” where applicable. Note references are to the notes to the condensed consolidated financial statements included in Item 1. Financial Statements.

The following discussion and analysis of the financial position and operating results of Mohegan Gaming & Entertainment for the three and six months ended March 31, 2022 and 2021 should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) presented in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (the “September 30, 2021 10-K”).

The statements in this discussion regarding our expectations related to our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See “Cautionary Statements Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

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

Overview

Mohegan Gaming & Entertainment was established by the Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) in July 1995. We have 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.

We are primarily engaged in the ownership, operation and development of integrated entertainment facilities. We currently own two facilities in the United States and operate five facilities in the United States and Canada. We are also currently developing a facility in South Korea, the Inspire Entertainment Resort located adjacent to the Incheon International Airport (“Inspire Korea”).

Impact of the COVID-19 Pandemic

COVID-19 has had a significant impact on our operations, the full extent of which depends on future developments which are highly uncertain and cannot be predicted with confidence. Such developments include the following:

•the duration of COVID-19 or the extent of any resurgence or variants of COVID-19;

•the manner in which our guests, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures we implemented;

•new information that may emerge concerning the severity of COVID-19 and the actions to contain or treat it;

•general economic conditions; and

•consumer confidence.

Accordingly, we cannot reasonably estimate the extent to which COVID-19 will further impact our future financial condition, results of operations and cash flows.

We 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 our intangible assets, as well as other long-lived asset impairment charges. Actual results may differ materially from our current estimates as the scope of COVID-19 evolves, depending largely, but not exclusively, on the duration and extent of our business disruptions.

Discussion of Consolidated Operating Results

The most significant factors and trends that impacted our operating and financial performance were as follows:

•full periods of operations at most of our properties;

•a return to relatively normal operating conditions at most of our properties;

•a temporary resurgence of COVID-19 during January 2022;

•higher interest expense; and

•impairment charges related to Inspire Korea.


Consolidated Operating Results

	Three Months Ended March 31,				Variance				Six Months Ended March 31,				Variance
(in thousands)	2022		2021		$		%		2022		2021		$		%
Net revenues:
Gaming	$	261,494	$	209,184	$	52,310	25.0	%	$	547,223	$	382,385	$	164,838	43.1	%
Food and beverage	28,916		13,343		15,573		116.7	%	60,535		24,383		36,152		148.3	%
Hotel	24,860		17,170		7,690		44.8	%	54,733		33,694		21,039		62.4	%
Retail, entertainment and other revenue	43,206		38,931		4,275		11.0	%	97,948		68,947		29,001		42.1	%
Total	$	358,476	$	278,628	79,848		28.7	%	$	760,439	$	509,409	251,030		49.3	%

Operating costs and expenses:
Gaming	$	137,244	$	108,567	$	28,677	26.4	%	$	285,027	$	207,066	$	77,961	37.7	%
Food and beverage	23,868		11,610		12,258		105.6	%	50,203		23,096		27,107		117.4	%
Hotel	11,249		8,189		3,060		37.4	%	22,438		16,981		5,457		32.1	%
Retail, entertainment and other revenue	13,778		6,843		6,935		101.3	%	35,786		14,136		21,650		153.2	%
Advertising, general and administrative	71,604		49,790		21,814		43.8	%	147,393		98,504		48,889		49.6	%
Corporate	13,698		12,887		811		6.3	%	35,102		23,992		11,110		46.3	%
Depreciation and amortization	26,145		26,388		(243)		(0.9)	%	51,568		52,362		(794)		(1.5)	%
Impairment of tangible assets	—		—		—		—		17,679		—		17,679		N.M.
Impairment of intangible assets	—		—		—		—		12,869		—		12,869		N.M.
Other, net	3,440		9,498		(6,058)		(63.8)	%	9,729		17,806		(8,077)		(45.4)	%
Total	$	301,026	$	233,772	67,254		28.8	%	$	667,794	$	453,943	213,851		47.1	%

__________

N.M. - Not Meaningful.


Segment Operating Results

	Three Months Ended March 31,				Variance				Six Months Ended March 31,				Variance
(in thousands)	2022		2021		$		%		2022		2021		$		%
Net revenues:
Mohegan Sun	$	215,484	$	189,022	$	26,462	14.0	%	$	467,056	$	354,913	$	112,143	31.6	%
Mohegan Sun Pocono	62,164		52,376		9,788		18.7	%	126,379		90,461		35,918		39.7	%
MGE Niagara Resorts	52,260		13,816		38,444		278.3	%	115,092		26,813		88,279		329.2	%
Management, development and other	15,627		20,309		(4,682)		(23.1)	%	29,517		33,624		(4,107)		(12.2)	%
All other	13,290		—		13,290		N.M.		23,455		—		23,455		N.M.
Corporate	241		2,557		(2,316)		(90.6)	%	386		2,787		(2,401)		(86.1)	%
Inter-segment	(590)		548		(1,138)		N.M.		(1,446)		811		(2,257)		N.M.
Total	$	358,476	$	278,628	79,848		28.7	%	$	760,439	$	509,409	251,030		49.3	%

Operating costs and expenses:
Mohegan Sun	$	170,834	$	137,257	$	33,577	24.5	%	$	360,712	$	275,901	$	84,811	30.7	%
Mohegan Sun Pocono	51,929		45,935		5,994		13.0	%	104,655		82,664		21,991		26.6	%
MGE Niagara Resorts	49,525		25,093		24,432		97.4	%	105,488		50,611		54,877		108.4	%
Management, development and other	6,870		14,836		(7,966)		(53.7)	%	54,731		26,078		28,653		109.9	%
All other	13,155		—		13,155		N.M.		23,713		—		23,713		N.M.
Corporate	9,280		10,104		(824)		(8.2)	%	19,927		17,872		2,055		11.5	%
Inter-segment	(567)		547		(1,114)		N.M.		(1,432)		817		(2,249)		N.M.
Total	$	301,026	$	233,772	67,254		28.8	%	$	667,794	$	453,943	213,851		47.1	%

__________

N.M. - Not Meaningful.

Mohegan Sun

Revenues

Net revenues increased $26.5 million, or 14.0%, for the three months ended March 31, 2022 compared with the same period in the prior year. Net revenues increased $112.1 million, or 31.6%, for the six months ended March 31, 2022 compared with the same period in the prior year. The growth in net revenues was due to increased non-gaming revenues, combined with higher slot and table game revenues. In general, these results were driven by strong overall business volumes reflecting a return to relatively normal operating conditions compared with the same periods in the prior year, which were negatively impacted by various COVID-19 restrictions. Overall non-gaming revenues also benefited from a full entertainment calendar compared with the same periods in the prior year in which the Mohegan Sun Arena was closed due to COVID-19. Slot revenues increased principally due to higher slot handle, while the growth in table game revenues reflected higher hold percentage. Net revenues for the three and six months ended March 31, 2022 were negatively impacted by a temporary resurgence of COVID-19 during January 2022.

Operating Costs and Expenses

Operating costs and expenses increased $33.6 million, or 24.5%, for the three months ended March 31, 2022 compared with the same period in the prior year. Operating costs and expenses increased $84.8 million, or 30.7%, for the six months ended March 31, 2022 compared with the same period in the prior year. These increases primarily reflected higher overall operating costs and expenses commensurate with the increases in net revenues and return to relatively normal operating conditions, including increased payroll costs, cost of goods sold, slot win contribution and direct entertainment expenses, as well as higher costs related to utilities and certain other administrative services.

Mohegan Sun Pocono

Revenues

Net revenues increased $9.8 million, or 18.7%, for the three months ended March 31, 2022 compared with the same period in the prior year. Net revenues increased $35.9 million, or 39.7%, for the six months ended March 31, 2022 compared with the same period in the prior year. The growth in net revenues was primarily due to higher slot revenues driven by increased slot handle, as well as higher non-gaming revenues. In general, these results were driven by strong overall business volumes reflecting a return to relatively normal operating conditions compared to the same periods in the prior year, which were negatively impacted by various COVID-19 restrictions and the temporary closure of Mohegan Sun Pocono from December 12, 2020, through January 3, 2021. Net revenues for the three and six months ended March 31, 2022 were negatively impacted by a temporary resurgence of COVID-19 during January 2022.

Operating Costs and Expenses

Operating costs and expenses increased $6.0 million, or 13.0%, for the three months ended March 31, 2022 compared with the same period in the prior year. Operating costs and expenses increased $22.0 million, or 26.6%, for the six months ended March 31, 2022 compared with the same period in the prior year. These increases primarily reflected higher Pennsylvania slot machine tax expenses driven by the increases in slot revenues, combined with higher overall operating costs and expenses commensurate with the return to relatively normal operating conditions.

MGE Niagara Resorts

Revenues

Net revenues increased $38.4 million, or 278.3%, for the three months ended March 31, 2022 compared with the same period in the prior year. Net revenues increased $88.3 million, or 329.2%, for the six months ended March 31, 2022 compared with the same period in the prior year. These results reflect relatively full periods of operations compared with the same periods in the prior year. The MGE Niagara Resorts were temporarily closed effective March 18, 2020, following the outbreak of COVID-19, and reopened on July 23, 2021 under various COVID-19 related restrictions. The MGE Niagara Resorts were temporarily closed again from January 5, 2022, through January 30, 2022, due to a resurgence of COVID-19 at that time. Net revenues for the three and six months ended March 31, 2021 primarily reflect fixed service provider fees pursuant to the terms of our Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation.

Operating Costs and Expenses

Operating costs and expenses increased $24.4 million, or 97.4%, for the three months ended March 31, 2022 compared with the same period in the prior year. Operating costs and expenses increased $54.9 million, or 108.4%, for the six months ended March 31, 2022 compared with the same period in the prior year. These increases primarily reflected higher operating costs and expenses commensurate with the growth in net revenues, combined with higher overall costs and expenses associated with relatively full periods of operations.

Management, Development and Other

Revenues

Net revenues decreased $4.7 million, or 23.1%, for the three months ended March 31, 2022 compared with the same period in the prior year. Net revenues decreased $4.1 million, or 12.2%, for the six months ended March 31, 2022 compared with the same period in the prior year. The declines in net revenues were primarily driven by lower management fees from ilani Casino Resort.

Operating Costs and Expenses

Operating costs and expenses decreased $8.0 million, or 53.7%, for the three months ended March 31, 2022 compared with the same period in the prior year. The decrease in operating costs and expenses for the three months ended March 31, 2022 primarily reflected lower pre-opening costs and expenses related to Inspire Korea. Operating costs and expenses increased $28.7 million, or 109.9%, for the six months ended March 31, 2022 compared with the same period in the prior year. As described in Note 1, the increase in operating costs and expenses for the six months ended March 31, 2022 was primarily driven by $30.5 million in impairment charges related to Inspire Korea.

All Other

Revenues

Net revenues totaled $13.3 million for the three months ended March 31, 2022. Net revenues totaled $23.5 million for the six months ended March 31, 2022. These results represent revenues generated by Mohegan Sun Las Vegas, which opened in March 2021, and our online casino gaming and sports wagering operations, which launched in October 2021.

Operating Costs and Expenses

Operating costs and expenses totaled $13.2 million for the three months ended March 31, 2022. Operating costs and expenses totaled $23.7 million for the six months ended March 31, 2022. These results represent operating costs and expenses associated with Mohegan Sun Las Vegas and our online casino gaming and sports wagering operations.

Corporate

Revenues

Net revenues decreased $2.3 million, or 90.6%, for the three months ended March 31, 2022 compared with the same period in the prior year. Net revenues decreased $2.4 million, or 86.1%, for the six months ended March 31, 2022 compared with the same period in the prior year. The declines in net revenues reflected the impact of non-recurring revenues generated by our construction group in the same periods in the prior year.

Operating Costs and Expenses

Operating costs and expenses decreased $0.8 million, or 8.2%, for the three months ended March 31, 2022 compared with the same period in the prior year. This decrease primarily reflected the impact of non-recurring construction related expenses. Operating costs and expenses increased $2.1 million, or 11.5%, for the six months ended March 31, 2022 compared with the

same period in the prior year. This increase was primarily driven by higher payroll costs, as well as higher costs related to certain other administrative services.


Other Income (Expense)

	Three Months Ended March 31,				Variance				Six Months Ended March 31,				Variance
(in thousands)	2022		2021		$		%		2022		2021		$		%
Interest income	$	136	$	6	$	130	N.M.		$	249	$	4	$	245	N.M.
Interest expense, net	(52,255)		(42,442)		(9,813)		(23.1)	%	(97,086)		(84,327)		(12,759)		(15.1)	%
Loss on modification and early extinguishment of debt	—		(23,886)		23,886		N.M.		—		(23,958)		23,958		N.M.
Loss on fair value adjustment	(6,161)		—		(6,161)		N.M.		(6,161)		—		(6,161)		N.M.
Other, net	(1,887)		2,269		(4,156)		N.M.		(2,678)		3,292		(5,970)		N.M.
Income tax benefit (provision)	276		3,224		(2,948)		(91.4)	%	(1,019)		6,789		(7,808)		N.M.

__________

N.M. - Not Meaningful.

Interest Expense

Interest expense increased $9.8 million, or 23.1%, for the three months ended March 31, 2022 compared with the same period in the prior year. Interest expense increased $12.8 million, or 15.1%, for the six months ended March 31, 2022 compared with the same period in the prior year. These increases were partially offset by $5.7 million and $9.7 million in capitalized interest related to the Inspire Korea construction during the three and six months ended March 31, 2022, respectively. The increases in interest expense were due to higher weighted average interest rate and weighted average outstanding debt. See Note 2 for additional information.

Loss on Modification and Early Extinguishment of Debt

Loss on modification and early extinguishment of debt represents transaction costs expensed in connection with our January 2021 refinancing transactions.

Loss on Fair Value Adjustment

Loss on fair value adjustment is driven by changes in the estimated fair value of the warrants and put option related to Inspire Korea. See Note 2 for additional information.

Income Tax

Income tax benefit or provision is primarily driven by taxable losses incurred or taxable income generated by the MGE Niagara Resorts.

Seasonality

The gaming markets in the Northeastern United States and Niagara Falls, Canada, are seasonal in nature, with peak gaming activities often occurring during the months of May through August. Accordingly, our operating results for the three and six months ended March 31, 2022 and 2021 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

Liquidity and Capital Resources

Liquidity

As of March 31, 2022 and September 30, 2021, we held cash and cash equivalents of $167.7 million and $149.8 million, respectively, of which MGE Niagara Resorts held $26.8 million and $25.1 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 and impairment charges. Inclusive of letters of credit, which reduce borrowing availability, we had $220.8 million of borrowing capacity under our senior secured credit facility and line of credit as of March 31, 2022. In addition, inclusive of letters of credit, which reduce borrowing availability, the MGE Niagara Resorts had $103.7 million of borrowing capacity under the MGE Niagara revolving facility and MGE Niagara swingline facility as of March 31, 2022.

Cash provided by operating activities increased $62.1 million, or 92.4%, to $129.2 million for the six months ended March 31, 2022 compared with $67.2 million in the same period in the prior year. The increase in cash provided by operating activities was driven by higher net income, after factoring in non-cash items, reflecting a return to relatively normal operating conditions at our properties. See “Discussion of Consolidated Operating Results” for additional information.

Cash used in investing activities increased $117.8 million, or 331.6%, to $153.3 million for the six months ended March 31, 2022 compared with $35.5 million in the same period in the prior year. The increase in cash used in investing activities was primarily driven by higher capital expenditures related to Inspire Korea.

Cash provided by financing activities totaled $409.0 million for the six months ended March 31, 2022 compared with cash used in financing activities of $25.0 million in the same period in the prior year. The increase in cash provided by financing activities was primarily driven by additional borrowings to fund the development of Inspire Korea.

Sufficiency of Resources

We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, finance and right-of-use operating lease obligations, distributions to the Mohegan Tribe, capital expenditures and working capital requirements for the next twelve months; however, we can provide no assurance in this regard.

Critical Accounting Policies and Estimates

There has been no material change from the critical accounting policies and estimates previously disclosed in our September 30, 2021 10-K.

Cautionary Statements Regarding Forward-Looking Information

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,~~(the “SEC”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information relating to business development activities, as well as capital spending, financing sources, 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 us or on our behalf. These risks and uncertainties include, but are not limited to, those relating to the following:

•the COVID-19 pandemic and the related social and economic disruption, including “stay at home” orders and similar regulations, or decreased interest in attendance at our facilities, and any plans or expectations around the reopening or resumption of operations at any of our facilities;disruptions;

•the financial performance of our various operations;

•the local, regional, national or global economic climate;

•increased competition, including the expansion of gaming in jurisdictions in which we own or operate gaming facilities;

•our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants;

•the continued availability of financing;

•our dependence on existing management;

•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;

•cyber security risks relating to our information technology and other systems, including misappropriation of patron information or other breaches of information security;

•changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at our facilities;

•our ability to successfully implement our diversification strategy;

•an act of terrorism;

•our customers' access to inexpensive transportation to our facilities and changes in oil, fuel or other transportation-related expenses;

•unfavorable weather conditions;

•risks associated with operations in foreign ~~jurisdictions~~;jurisdictions;

•failure by our employees, agents, affiliates, vendors or businesses to comply with applicable laws, rules and regulations, including state gaming laws and regulations and anti-bribery laws such as the United States Foreign Corrupt Practices Act, and similar anti-bribery laws in other jurisdictions; and

•fluctuations in foreign currency exchange rates.

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, ~~2020,~~2021 10-K, 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~~

~~Our Company~~

We were established in July 1995 by the Mohegan Tribe, a federally-recognized Indian tribe with an approximately 595-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a compact with the affected state. The Mohegan Tribe and the State of Connecticut entered into such a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Mohegan Tribe, 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. We are governed and overseen by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.

We are 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) management of Paragon Casino Resort in Marksville, Louisiana, (vii) operation of the Mohegan Sun Casino at Virgin Hotels Las Vegas (“Mohegan Sun Las Vegas”) in Las Vegas, Nevada, (viii) development and construction of an integrated resort and casino project to be located adjacent to the Incheon International Airport in South Korea and (ix) development and construction of an integrated resort and casino project to be located near Athens, Greece.

~~Impact of the COVID-19 Pandemic~~

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 our operations. In March 2020, we temporarily suspended operations at our North American owned, operated and managed properties to ensure the health and safety of our employees, guests and the surrounding communities in which we operate, consistent with directives from various government bodies. Following these closures, we reopened our properties as follows: (i) Paragon Casino Resort on May 20, 2020, (ii) ilani Casino Resort on May 28, 2020, (iii) Mohegan Sun on June 1, 2020, (iv) Mohegan Sun Pocono on June 22 2020 and (v) Resorts Casino Hotel on July 2, 2020. 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 under capacity restrictions due to COVID-19. As of the date of the filing of this Quarterly Report on Form 10-Q, the MGE Niagara Resorts remain temporarily closed.

We cannot predict when the MGE Niagara Resorts will be able to reopen or the conditions upon which such reopening may occur, and while our reopened properties have experienced some level of continued business disruption, we expect that these disruptions will gradually dissipate, and remain confident in our ability to mitigate the impact of any such disruption through expense management. The impact of COVID-19 on our 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 our guests, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures taken by us, 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, we cannot reasonably estimate the extent to which COVID-19 will further impact our future financial condition, results of operations and cash flows.

evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our 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 “Liquidity and Capital Resources”, on January 26, 2021, we (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 of our existing indebtedness. Based on the aforementioned and our existing resources, there are no current indicators of substantial doubt as previously disclosed in our Annual Report filed on Form 10-K for the fiscal year ended September 30, 2020, and we expect to have sufficient resources to meet our existing obligations for the next twelve months and to remain in compliance with our financial covenants.

~~Results of Operations~~

~~Summary Operating Results~~

~~The following table summarizes our results on a segment basis (in thousands):~~

For the Three Months Ended March 31, For the Six Months Ended March 31,
2021 2020 2021 2020
Net revenues:
Mohegan Sun $ 189,022 $ 182,286 $ 354,913 $ 425,621
Mohegan Sun Pocono 52,376 53,102 90,461 115,056
MGE Niagara Resorts 13,816 71,282 26,813 156,256
Management, development and other 20,309 8,454 33,624 17,466
Corporate 2,557 120 2,787 228
Inter-segment 548 (543) 811 (874)
Total $ 278,628 $ 314,701 $ 509,409 $ 713,753
Income (loss) from operations:
Mohegan Sun $ 51,765 $ 19,194 $ 79,012 $ 64,259
Mohegan Sun Pocono 6,441 (121,541) 7,797 (113,747)
MGE Niagara Resorts (11,277) 948 (23,798) (385)
Management, development and other 5,473 589 7,546 (329)
Corporate (7,547) (5,447) (15,085) (12,611)
Inter-segment 1 2 (6) (17)
Total $ 44,856 $ (106,255) $ 55,466 $ (62,830)
Net loss attributable to
Mohegan Tribal Gaming Authority $ (15,989) $ (140,094) $ (42,610) $ (130,700)

~~The most significant factors and trends that impacted our operating and financial performance were as follows:~~

•~~COVID-19 and the resulting temporary closures and capacity restrictions at our properties;~~

•~~cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19;~~

•~~higher management fees earned;~~

•~~higher interest expense;~~

•~~an approximately $24 million non-operating loss on modification and early extinguishment of debt principally related to our January 2021 refinancing transactions; and~~

•~~a $126.6 million impairment charge related to Mohegan Sun Pocono's intangible assets during the three months ended March 31, 2020.~~

~~Mohegan Sun~~

~~Revenues~~

Net revenues increased by $6.7 million, or 3.7%, to $189.0 million for the three months ended March 31, 2021 compared to $182.3 million in the same period in the prior year. The increase in net revenues for the three months ended March 31, 2021 was driven by higher overall gaming revenues which benefited from a full period of operations at Mohegan Sun

during the three months ended March 31, 2021 compared to the same period in the prior year. Mohegan Sun temporarily closed, effective March 18, 2020, following the outbreak of COVID-19, and certain portions reopened to the public on June 1, 2020. The increase in gaming revenues for the three months ended March 31, 2021 also reflected higher slot and table game hold percentages. Net revenues declined by $70.7 million, or 16.6%, to $354.9 million for the six months ended March 31, 2021 compared to $425.6 million in the same period in the prior year. The decline in net revenues for the six months ended March 31, 2021 was principally due to overall capacity restrictions at Mohegan Sun driven by COVID-19.

~~Operating Costs and Expenses~~

Operating costs and expenses decreased by $25.8 million, or 15.8%, to $137.3 million for the three months ended March 31, 2021 compared to $163.1 million in the same period in the prior year. Operating costs and expenses decreased by $85.5 million, or 23.7%, to $275.9 million for the six months ended March 31, 2021 compared to $361.4 million in the same period in the prior year. These reductions primarily reflected lower overall operating costs and expenses commensurate with the capacity restrictions at Mohegan Sun, combined with various cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19.

~~Mohegan Sun Pocono~~

~~Revenues~~

Net revenues declined by $0.7 million, or 1.3%, to $52.4 million for the three months ended March 31, 2021 compared to $53.1 million in the same period in the prior year. Net revenues for the three months ended March 31, 2021 reflected higher overall gaming revenues which benefited from strong table game and interactive gaming business. These results were offset by lower non-gaming revenues due to capacity restrictions at Mohegan Sun Pocono driven by COVID-19. Net revenues declined by $24.6 million, or 21.4%, to $90.5 million for the six months ended March 31, 2021 compared to $115.1 million in the same period in the prior year. The decline in net revenues for the six months ended March 31, 2021 was principally due to overall capacity restrictions at Mohegan Sun Pocono driven by COVID-19.

~~Operating Costs and Expenses~~

Operating costs and expenses decreased by $128.7 million, or 73.7%, to $45.9 million for the three months ended March 31, 2021 compared to $174.6 million in the same period in the prior year. Operating costs and expenses decreased by $146.1 million, or 63.9%, to $82.7 million for the six months ended March 31, 2021 compared to $228.8 million in the same period in the prior year. These reductions primarily reflected the impact of a $126.6 million impairment charge related to Mohegan Sun Pocono’s various gaming licenses that was recorded in the same periods in the prior year, combined with lower overall operating costs and expenses commensurate with the capacity restrictions at Mohegan Sun Pocono and various cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19.

~~MGE Niagara Resorts~~

~~Revenues~~

Net revenues totaled $13.8 million for the three months ended March 31, 2021 compared to $71.3 million in the same period in the prior year. Net revenues totaled $26.8 million for the six months ended March 31, 2021 compared to $156.3 million in the same period in the prior year. These results reflect the temporary closure of the MGE Niagara Resorts, effective March 18, 2020, following the outbreak of COVID-19. As of the date of the filing of this Quarterly Report on Form 10-Q, the MGE Niagara Resorts remain temporarily closed. Net revenues for the three months and six months ended March 31, 2021 primarily reflect fixed service provider fees pursuant to the terms of our Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation.

~~Operating Costs and Expenses~~

Operating costs and expenses totaled $25.1 million for the three months ended March 31, 2021 compared to $70.3 million in the same period in the prior year. Operating costs and expenses totaled $50.6 million for the six months ended March 31, 2021 compared to $156.6 million in the same period in the prior year. These results reflect reduced overall operating costs and expenses due to the temporary closure of the MGE Niagara Resorts.

~~Management, Development and Other~~

~~Revenues~~

Net revenues increased by $11.8 million, or 138.8%, to $20.3 million for the three months ended March 31, 2021 compared to $8.5 million in the same period in the prior year. Net revenues increased by $16.1 million, or 92.0%, to $33.6 million for the six months ended March 31, 2021 compared to $17.5 million in the same period in the prior year. The increases

in net revenues were due to higher management fees from ilani Casino Resort driven by strong performance at the property, combined with additional revenues from Mohegan Sun Las Vegas, which opened to the public on March 25, 2021.

~~Operating Costs and Expenses~~

Operating costs and expenses increased by $6.9 million, or 87.3%, to $14.8 million for the three months ended March 31, 2021 compared to $7.9 million in the same period in the prior year. Operating costs and expenses increased by $8.3 million, or 46.6%, to $26.1 million for the six months ended March 31, 2021 compared to $17.8 million in the same period in the prior year. The increases in operating costs and expenses were primarily driven by higher pre-opening costs and expenses related to Project Inspire, along with additional operating costs and expenses associated with Mohegan Sun Las Vegas.

~~Corporate~~

~~Revenues~~

Net revenues totaled $2.6 million for the three months ended March 31, 2021 compared to $0.1 million in the same period in the prior year. Net revenues totaled $2.8 million for the six months ended March 31, 2021 compared to $0.2 million in the same period in the prior year. The increases in net revenues were primarily driven by additional revenues generated by our construction group, which managed a construction project at Mohegan Sun on behalf of a third-party.

~~Operating Costs and Expenses~~

Operating costs and expenses increased by $4.5 million, or 80.4%, to $10.1 million for the three months ended March 31, 2021 compared to $5.6 million in the same period in the prior year. Operating costs and expenses increased by $5.1 million, or 39.8%, to $17.9 million for the six months ended March 31, 2021 compared to $12.8 million in the same period in the prior year. The increases in operating costs and expenses primarily reflect additional construction related expenses and higher payroll costs.

~~Other Expenses~~

Other expenses increased by $31.2 million, or 94.8%, to $64.1 million for the three months ended March 31, 2021 compared to $32.9 million in the same period in the prior year. Other expenses increased by $36.9 million, or 54.2%, to $105.0 million for the six months ended March 31, 2021 compared to $68.1 million in the same period in the prior year. The increases in other expenses were primarily driven by a loss on modification and early extinguishment of debt in connection with our January 2021 refinancing transactions, combined with higher interest expense, net of capitalized interest.

On January 26, 2021, we completed a series of refinancing transactions, including (i) entering into a new senior secured credit facility, (ii) issuing new senior secured notes, (iii) prepaying our prior senior secured credit facilities, (iv) prepaying our Main Street term loan facility and (v) repaying our Mohegan Tribe subordinated loan. We incurred $24.0 million in costs in connection with these refinancing transactions. Previously deferred debt issuance costs and debt discounts totaling $23.7 million, as well as $0.1 million in new transaction costs were expensed and recorded as a loss on modification and early extinguishment of debt. New debt issuance costs totaling $4.5 million were capitalized as an asset and will be amortized over the term of the related debt. The remaining $19.4 million in new debt issuance costs was reflected as debt discount and will be amortized over the term of the related debt.

Interest expense, net of capitalized interest increased by $11.4 million, or 36.8%, to $42.4 million for the three months ended March 31, 2021 compared to $31.0 million in the same period in the prior year. Interest expense, net of capitalized interest increased by $17.9 million, or 27.0%, to $84.3 million for the six months ended March 31, 2021 compared to $66.4 million in the same period in the prior year. The increases in interest expense, net of capitalized interest were due to higher weighted average outstanding debt and weighted average interest rate, combined with the impact of the capitalization of interest related to Project Inspire in the same periods in the prior year. Weighted average outstanding debt was $2.13 billion and $2.11 billion for the three months and six months ended March 31, 2021, respectively, compared to $2.06 billion and $2.05 billion for the three months and six months ended March 31, 2020, respectively. Weighted average interest rate was 8.0% for the three months and six months ended March 31, 2021 compared to 7.0% for the three months and six months ended March 31, 2020.

~~Seasonality~~

The gaming markets in the Northeastern United States and Niagara Falls, Canada, are seasonal in nature, with peak gaming activities often occurring during the months of May through August. Accordingly, our operating results for the three months and six months ended March 31, 2021 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

~~Liquidity and Capital Resources~~

~~Liquidity~~

As of March 31, 2021 and September 30, 2020, we held cash and cash equivalents of $127.8 million and $112.7 million, respectively, of which the MGE Niagara Resorts held $12.3 million and $15.1 million, respectively. Inclusive of letters of credit, which reduce borrowing availability, we had $137.7 million of borrowing capacity under our New Senior Secured Credit Facility and line of credit as of March 31, 2021. 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 and impairment charges.

Cash provided by operating activities totaled $67.2 million for the six months ended March 31, 2021 compared to cash used in operating activities of $16.9 million in the same period in the prior year. The increase in cash provided by operating activities was driven by a significant reduction in working capital requirements, including lower working capital requirements associated with the MGE Niagara Resorts resulting from the continued closure of these facilities due to COVID-19. These results were partially offset by lower net income after factoring in non-cash items.

Cash used in investing activities declined by $32.7 million, or 47.9%, to $35.5 million for the six months ended March 31, 2021 compared to $68.2 million in the same period in the prior year. The decline in cash used in investing activities primarily reflected lower capital expenditures, combined with the impact of an investment in Mohegan Hotel Holding, LLC, in the same period in the prior year.

Cash used in financing activities totaled $25.0 million for the six months ended March 31, 2021 compared to cash provided by financing activities of $104.6 million in the same period in the prior year. These results reflect the impact of higher borrowings in the same period in the prior year to ensure maximum financial flexibility in response to COVID-19, combined with the payment of transaction costs associated with our January 2021 refinancing transactions.

~~New Senior Secured Credit Facility Financial Covenants~~

~~On January 26, 2021, we entered into our New Senior Secured Credit Facility, which, among other things, established the financial covenants described in the tables below.~~

~~We shall not permit the Fixed Charge Coverage Ratio (as defined under the New Senior Secured Credit Facility) to be less than:~~


~~Fiscal Quarters Ending:~~
~~March 31, 2021 through December 31, 2021~~			~~1.00:1.00~~
~~March 31, 2022 and each fiscal quarter ending thereafter~~			~~1.15:1.00~~

~~We shall not permit the Total Leverage Ratio (as defined under the New Senior Secured Credit Facility) to be greater than:~~


~~Fiscal Quarters Ending:~~
~~March 31, 2021 and June 30, 2021~~			~~7.75:1.00~~
~~September 30, 2021~~			~~8.00:1.00~~
~~December 31, 2021~~			~~7.25:1.00~~
~~March 31, 2022~~			~~6.75:1.00~~
~~June 30, 2022 and each fiscal quarter ending thereafter~~			~~6.50:1.00~~

~~We shall not permit the Senior Secured Leverage Ratio (as defined under the New Senior Secured Credit Facility) to be greater than:~~


~~Fiscal Quarters Ending:~~
~~March 31, 2021 and June 30, 2021~~			~~5.50:1.00~~
~~September 30, 2021~~			~~5.75:1.00~~
~~December 31, 2021~~			~~5.25:1.00~~
~~March 31, 2022~~			~~4.75:1.00~~
~~June 30, 2022 and each fiscal quarter ending thereafter~~			~~4.50:1.00~~

~~Sufficiency of Resources~~

We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, distributions to the Mohegan Tribe, capital expenditures and working capital requirements, including threshold payments relating to the MGE Niagara Resorts, for the next twelve months; however, we can provide no assurance in this regard.

~~Contractual Obligations~~

~~The following table presents estimated future payment obligations related to our debt and the timing of those payments as of March 31, 2021 (in thousands):~~

Payments due by Fiscal Year
Contractual Obligations Total
Less than 1 (1)
1-3 3-5 More than 5
Long-term debt, including current portions (excludes unamortized debt issuance costs and discounts) $ 2,063,269 $ 16,812 $ 210,423 $ 628,855 $ 1,207,179
Interest payments on long-term debt 705,650 74,822 293,025 252,946 84,857
Total $ 2,768,919 $ 91,634 $ 503,448 $ 881,801 $ 1,292,036
~~________~~

~~(1)Represents payment obligations from April 1, 2021 to September 30, 2021.~~

~~There has been no material change to the other contractual obligations previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.~~

~~Critical Accounting Policies and Estimates~~

~~There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.~~

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. As of March 31, ~~2021,~~2022, our primary exposure to market risk was interest rate risk associated with our credit facilities which accrued interest on the basis of base rate, or Eurodollar rate and Bankers’ Acceptance rate formulas, plus applicable rates, as defined under the credit facilities.

~~We attempt to manage~~ Based on 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 about our~~outstanding debt ~~obligations~~ as of March 31, 2021 that were sensitive to changes in interest rates. The table presents principal payments and related weighted average interest rates by expected maturity dates. Weighted average variable interest rates were 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 obligations were based on quoted market prices or prices of similar instruments as of March 31, 2021.

Expected Maturity Date by Fiscal Year

2021 (1)
2022 2023 2024 2025 Thereafter Total Fair Value
Liabilities (in thousands)
Long-term debt obligations, including current portions (2):
Fixed rate $ 12,266 $ 25,171 $ 23,135 $ 15,970 $ 500,025 $ 1,175,415 $ 1,751,982 $ 1,765,866
Average interest rate 0.1 % 0.1 % — — 7.9 % 8.0 % 7.6 %
Variable rate $ 4,546 $ 32,506 $ 129,611 $ 112,860 $ — $ 31,764 $ 311,287 $ 308,753
Average interest rate (3)
4.3 % 4.1 % 4.4 % 5.3 % — 8.0 % 4.9 %
~~__________~~

~~(1)Represents payment obligations from April 1, 2021 to September 30, 2021.~~

~~(2)Excludes unamortized debt issuance costs and discounts.~~

~~(3)~~A2022, a 100 basis point change in average interest rate would impact annual interest expense by approximately ~~$3.1~~$2.6 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our ~~Interim~~ Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, ~~2021.~~2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ~~or the Exchange Act,~~(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 March 31, ~~2021,~~2022, our ~~Interim~~ 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 have been no changes 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 ~~quarter~~three months ended March 31, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2823

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There has been no material change from the legal proceedings previously disclosed in our ~~Annual Report on Form 10-K for the fiscal year ended~~ September 30, ~~2020.~~2021 10-K.

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, ~~2020.~~2021 10-K.

2924

Item 6. Exhibits


Exhibit No.						Description
4.1						Third Supplemental Indenture, dated as of ~~January 26, 2021,~~April 1, 202 2 , among M ohegan Expo Center , LLC , the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut ~~the guarantors party thereto~~ and U.S. Bank Trust Company , National Association, as trustee, relating to the 8.000% Second Priority Senior Secured Notes due 2026 (filed ~~as Exhibit 4.1 to the Company’s Form 8-K, filed with the SEC on January 27, 2021 and incorporated by reference herein)~~herewith ).

~~10.1~~4.2						~~Sixth Amended and Restated Limited Waiver,~~Third Supplemental Indenture, dated as of March 31, 2021, granted by Bank of Montreal, as administrative agent, on behalf of and at the direction of the Required Lenders in favor of MGE Niagara Entertainment Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on April ~~6, 2021 and incorporated by reference herein).~~

~~10.2~~						~~Credit Agreement, dated as of January 26, 2021,~~1, 2022, among Mohegan Expo Center, LLC, the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut ~~Citizens~~and U.S. Bank ~~N.A.~~ National Association, as ~~administrative agent, and the other lenders and financial institutions party thereto (filed as Exhibit 10.1~~trustee, relating to the Company’s Form 8-K, filed with the SEC on January 27, 2021 and incorporated by reference herein).*

~~10.3~~						~~Employment agreement, effective March 15, 2021, by and between the Mohegan Tribal Gaming Authority and Carol K. Anderson~~7.875% Senior Notes due 2024 (filed ~~as Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on March 18, 2021 and incorporated by reference herein)~~herewith ).

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 (furnished herewith).

32.2						Section 1350 Certification of Chief Financial Officer (furnished 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).

104						Cover Page Interactive Data File (formatted as Inline XBRL).

~~_____________~~

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon its request.

3025

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:	May ~~14, 2021~~12, 2022	By:	/S/ /S/ RAYMOND PINEAULT
			Raymond Pineault ~~Interim~~ Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)

Date:	May ~~14, 2021~~12, 2022	By:	/S/ /S/ CAROL K. ANDERSON
			Carol K. Anderson Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial ~~and Accounting~~ Officer)

3126


	For the		For the		For the		For the
	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	March 31, 2021		March 31, 2020		March 31, 2021		March 31, 2020
Revenues:
Gaming	$	209,184	$	215,994	$	382,385	$	480,263
Food and beverage	13,343		37,557		24,383		88,089
Hotel	17,170		20,115		33,694		47,704
Retail, entertainment and other	38,931		41,035		68,947		97,697
Net revenues	278,628		314,701		509,409		713,753
Operating costs and expenses:
Gaming, including related party transactions of $808, $755, $1,607 and $1,510, respectively	108,567		131,178		207,066		288,366
Food and beverage	11,610		32,392		23,096		74,085
Hotel, including related party transactions of $2,161, $2,161, $4,322 and $4,322, respectively	8,189		10,473		16,981		22,315
Retail, entertainment and other	6,843		16,166		14,136		41,152
Advertising, general and administrative, including related party transactions of $6,097, $9,046, $16,277 and $18,612, respectively	49,790		62,882		98,504		137,096
Corporate, including related party transactions of $1,516, $2,128, $3,264 and $4,381, respectively	12,887		10,169		23,992		24,259
Depreciation and amortization	26,388		27,826		52,362		56,370
Impairment of Mohegan Sun Pocono's intangible assets	0		126,596		0		126,596
Other, net	9,498		3,274		17,806		6,344
Total operating costs and expenses	233,772		420,956		453,943		776,583
Income (loss) from operations	44,856		(106,255)		55,466		(62,830)
Other income (expense):
Interest income	6		528		4		1,279
Interest expense, net of capitalized interest	(42,442)		(30,996)		(84,327)		(66,352)
Loss on modification and early extinguishment of debt	(23,886)		0		(23,958)		0
Other, net	2,269		(2,432)		3,292		(3,024)
Total other expense	(64,053)		(32,900)		(104,989)		(68,097)
Loss before income tax	(19,197)		(139,155)		(49,523)		(130,927)
Income tax benefit (provision)	3,224		(876)		6,789		320
Net loss	(15,973)		(140,031)		(42,734)		(130,607)
(Income) loss attributable to non-controlling interests	(16)		(63)		124		(93)
Net loss attributable to Mohegan Tribal Gaming Authority	(15,989)		(140,094)		(42,610)		(130,700)
Comprehensive income (loss):
Foreign currency translation adjustment	(10,533)		(18,581)		10,444		(7,164)
Other comprehensive income (loss)	(10,533)		(18,581)		10,444		(7,164)
Other comprehensive (income) loss attributable to non-controlling interests	0		739		(1,376)		208
Other comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority	(10,533)		(17,842)		9,068		(6,956)
Comprehensive loss attributable to Mohegan Tribal Gaming Authority	$	(26,522)	$	(157,936)	$	(33,542)	$	(137,656)


	Retained Earnings (Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Capital Attributable to Mohegan Tribal Gaming Authority		Non-controlling Interests		Total Capital
Balance, December 31, 2020	$	(114,574)	$	19,824	$	(94,750)	$	1,148	$	(93,602)
Net income (loss)	(15,989)		—		(15,989)		16		(15,973)
Foreign currency translation adjustment	—		(10,533)		(10,533)		—		(10,533)
Distributions to Mohegan Tribe	(12,000)		—		(12,000)		—		(12,000)
Balance, March 31, 2021	$	(142,563)	$	9,291	$	(133,272)	$	1,164	$	(132,108)
Balance, September 30, 2020	$	(75,692)	$	223	$	(75,469)	$	7,480	$	(67,989)
Net loss	(42,610)		—		(42,610)		(124)		(42,734)
Foreign currency translation adjustment	—		9,068		9,068		1,376		10,444
Distributions to Mohegan Tribe	(24,000)		—		(24,000)		—		(24,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(261)		—		(261)		—		(261)
Other	—		—		—		(7,568)		(7,568)
Balance, March 31, 2021	$	(142,563)	$	9,291	$	(133,272)	$	1,164	$	(132,108)

Balance, December 31, 2019	$	134,205	$	4,253	$	138,458	$	7,503	$	145,961
Net income (loss)	(140,094)		—		(140,094)		63		(140,031)
Foreign currency translation adjustment	—		(17,842)		(17,842)		(739)		(18,581)
Distributions to Mohegan Tribe	(12,000)		—		(12,000)		—		(12,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(100)		—		(100)		—		(100)
Balance, March 31, 2020	$	(17,989)	$	(13,589)	$	(31,578)	$	6,827	$	(24,751)
Balance, September 30, 2019	$	137,124	$	(6,633)	$	130,491	$	6,942	$	137,433
Net income (loss)	(130,700)		—		(130,700)		93		(130,607)
Foreign currency translation adjustment	—		(6,956)		(6,956)		(208)		(7,164)
Distributions to Mohegan Tribe	(24,000)		—		(24,000)		—		(24,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(413)		—		(413)		—		(413)
Balance, March 31, 2020	$	(17,989)	$	(13,589)	$	(31,578)	$	6,827	$	(24,751)


Other, net	(1,000)		(1,527)
Net cash flows provided by (used in) financing activities	(25,027)		104,604
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents	6,635		19,523
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	1,601		(3,567)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	142,069		280,729
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	150,305	$	296,685
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the condensed consolidated balance sheets:
Cash and cash equivalents	$	127,772	$	184,868
Restricted cash and cash equivalents, current	3,759		1,707
Restricted cash and cash equivalents, non-current	18,774		110,110
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	150,305	$	296,685
Supplemental disclosures:
Cash paid for interest	$	63,195	$	61,583
Non-cash transactions:
Right-of-use operating lease assets	$	24,740	$	360,257
Right-of-use operating lease obligations	$	24,082	$	360,402
Finance lease assets and obligations	$	78,682	$	2,206
Construction payables	$	35,974	$	45,395
New senior secured credit facility reductions	$	3,000	$	0
Prior senior secured credit facility reductions	$	0	$	10,514
MGE Niagara Resorts - derecognition of build-to-suit asset and liability	$	0	$	90,675


	For the Six Months Ended March 31, 2021
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	270,990	$	84,661	$	1,515	$	25,219	$	0
Food and beverage	22,252		1,973		177		0		(19)
Hotel	31,808		1,897		0		0		(11)
Retail, entertainment and other	29,863		1,930		23		1,594		2,817
Management and development	0		0		0		0		31,909
Net revenues	$	354,913	$	90,461	$	1,715	$	26,813	$	34,696


	For the Six Months Ended March 31, 2020
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	284,980	$	97,387	$	0	$	97,896	$	0
Food and beverage	49,955		10,668		0		27,544		(78)
Hotel	37,923		3,464		0		6,319		(2)
Retail, entertainment and other	52,763		3,537		0		24,497		308
Management and development	0		0		0		0		17,466
Net revenues	$	425,621	$	115,056	$	0	$	156,256	$	17,694


	March 31, 2021
	Carrying Value		Fair Value
New senior secured credit facility - revolving (1)	$	107,000	$	105,529
Line of credit (1)	16,015		15,795
2021 8% senior secured notes (1)	1,156,117		1,180,875
2016 7 7/8% senior unsecured notes (1)	492,691		520,000
MGE Niagara Resorts credit facility - revolving (1)	27,794		27,794
MGE Niagara Resorts credit facility - term loan (1)	71,618		71,618
MGE Niagara Resorts convertible debenture (2)	31,764		31,764
Mohegan Expo credit facility (3)	26,725		27,159
Guaranteed credit facility (3)	28,369		29,094
Redemption note payable (3)	61,330		61,330
Other (3)	3,661		3,661
Long-term debt	$	2,023,084	$	2,074,619


	Operating Leases		Finance Leases
Fiscal years:
2021 (1)	$	42,947	$	3,958
2022	38,950		8,005
2023	39,924		12,133
2024	39,726		11,702
2025	39,992		11,302
Thereafter	831,970		171,648
Total future lease payments	1,033,509		218,748
Less: amounts representing interest	(547,777)		(107,435)
Plus: residual values	0		327
Present value of future lease payments	485,732		111,640
Less: current portion of lease obligations	(32,739)		(4,165)
Lease obligations, net of current portion	$	452,993	$	107,475


Fiscal years:	Operating Leases Fixed Rental Income
2021 (1)	$	3,122
2022	5,025
2023	4,405
2024	3,910
2025	2,815
Thereafter	6,720
Total	$	25,997


	March 31, 2021		September 30, 2020
Property and equipment, at cost	$	483,788	$	484,143
Less: accumulated depreciation	(206,668)		(198,080)
Property and equipment, net	$	277,120	$	286,063


Fiscal Years
2021	$	16,812
2022	57,677
2023	152,746
2024	128,830
2025	500,025
Thereafter	1,207,179
Total	$	2,063,269


	For the Three Months Ended				For the Six Months Ended
(in thousands)	March 31, 2021		March 31, 2020		March 31, 2021		March 31, 2020
Net revenues:
Mohegan Sun	$	189,022	$	182,286	$	354,913	$	425,621
Mohegan Sun Pocono	52,376		53,102		90,461		115,056
MGE Niagara Resorts	13,816		71,282		26,813		156,256
Management, development and other	20,309		8,454		33,624		17,466
Corporate	2,557		120		2,787		228
Inter-segment	548		(543)		811		(874)
Total	$	278,628	$	314,701	$	509,409	$	713,753

Income (loss) from operations:
Mohegan Sun	$	51,765	$	19,194	$	79,012	$	64,259
Mohegan Sun Pocono	6,441		(121,541)		7,797		(113,747)
MGE Niagara Resorts	(11,277)		948		(23,798)		(385)
Management, development and other	5,473		589		7,546		(329)
Corporate	(7,547)		(5,447)		(15,085)		(12,611)
Inter-segment	1		2		(6)		(17)
Total	$	44,856	$	(106,255)	$	55,466	$	(62,830)

					For the Six Months Ended
(in thousands)					March 31, 2021		March 31, 2020
Capital expenditures incurred:
Mohegan Sun					$	8,694	$	7,666
Mohegan Sun Pocono					2,679		2,588
MGE Niagara Resorts					7,538		14,542
Management, development and other					97,303		65,800
Corporate					300		98
Total					$	116,514	$	90,694

(in thousands)					March 31, 2021		September 30, 2020
Total assets:
Mohegan Sun					$	1,290,831	$	1,271,435
Mohegan Sun Pocono					409,108		409,630
MGE Niagara Resorts					611,408		581,562
Management, development and other					555,457		423,313
Corporate					987,174		992,874
Inter-segment					(999,787)		(971,626)
Total					$	2,854,191	$	2,707,188


	For the Three Months Ended March 31,				For the Six Months Ended March 31,
	2021		2020		2021		2020
Net revenues:
Mohegan Sun	$	189,022	$	182,286	$	354,913	$	425,621
Mohegan Sun Pocono	52,376		53,102		90,461		115,056
MGE Niagara Resorts	13,816		71,282		26,813		156,256
Management, development and other	20,309		8,454		33,624		17,466
Corporate	2,557		120		2,787		228
Inter-segment	548		(543)		811		(874)
Total	$	278,628	$	314,701	$	509,409	$	713,753
Income (loss) from operations:
Mohegan Sun	$	51,765	$	19,194	$	79,012	$	64,259
Mohegan Sun Pocono	6,441		(121,541)		7,797		(113,747)
MGE Niagara Resorts	(11,277)		948		(23,798)		(385)
Management, development and other	5,473		589		7,546		(329)
Corporate	(7,547)		(5,447)		(15,085)		(12,611)
Inter-segment	1		2		(6)		(17)
Total	$	44,856	$	(106,255)	$	55,466	$	(62,830)
Net loss attributable to Mohegan Tribal Gaming Authority	$	(15,989)	$	(140,094)	$	(42,610)	$	(130,700)


			Payments due by Fiscal Year
Contractual Obligations	Total		Less than 1 (1)		1-3		3-5		More than 5
Long-term debt, including current portions (excludes unamortized debt issuance costs and discounts)	$	2,063,269	$	16,812	$	210,423	$	628,855	$	1,207,179
Interest payments on long-term debt	705,650		74,822		293,025		252,946		84,857
Total	$	2,768,919	$	91,634	$	503,448	$	881,801	$	1,292,036


	Expected Maturity Date by Fiscal Year
	2021 (1)			2022			2023			2024			2025			Thereafter			Total			Fair Value
Liabilities (in thousands)
Long-term debt obligations, including current portions (2):
Fixed rate	$	12,266		$	25,171		$	23,135		$	15,970		$	500,025		$	1,175,415		$	1,751,982		$	1,765,866
Average interest rate	0.1		%	0.1		%	—			—			7.9		%	8.0		%	7.6		%
Variable rate	$	4,546		$	32,506		$	129,611		$	112,860		$	—		$	31,764		$	311,287		$	308,753
Average interest rate (3)	4.3		%	4.1		%	4.4		%	5.3		%	—			8.0		%	4.9		%