SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2002
OR
| ¨ | 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)
| Connecticut | 06-1436334 | |
| (State or other jurisdiction of incorporation or organization) | (IRS employer Identification No.) |
| One Mohegan Sun Boulevard, Uncasville, CT | 06382 | |
| (Address of principal executive offices) | (Zip Code) |
(860) 862-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange | |
| NONE | On Which Registered | |
| NONE |
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
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. Yesx No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes¨ Nox
Explanatory Note
This Amendment to Annual Report on Form 10-K/A (“Form 10-K/A”) is being filed with the Securities and Exchange Commission solely for the purpose of amending and restating in their entirety Item 6 of, and Exhibit 12.1 to, the Registrant’s
Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002. This Form 10-K/A does not otherwise change or update the disclosures set forth in the Form 10-K as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-K.
PART II
Item 6. Selected Financial Data
The selected financial data shown below for the fiscal years ended September 30, 2002, 2001 and 2000, and as of September 30, 2002 and 2001, have been taken or derived from the Authority’s audited financial statements included in the Authority’s Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002. The selected financial data set forth below for the fiscal years ended September 30, 1999 and 1998, and as of September 30, 2000, 1999 and 1998, have been derived from either the Authority’s audited financial statements or, in the case of reclassified items, the Authority’s books and records for those years, which were not included in the Authority’s Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002. The selected financial data shown below should be read in conjunction with the Authority’s financial statements and related notes beginning on page F-1 of the Authority’s Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002, the section entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial and statistical data included in the Authority’s Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002. Unless otherwise indicated, dollar amounts shown in the following table are in thousands.
As of or for the Fiscal Years Ended September 30,
| 2002 | 2001 | 2000 | 1999 | 1998 | ||||||||||||||||
Operating Results: | ||||||||||||||||||||
Gross revenues | $ | 1,118,818 | $ | 857,977 | $ | 809,314 | $ | 725,510 | $ | 611,463 | ||||||||||
Promotional allowances | (77,050 | ) | (71,372 | ) | (70,044 | ) | (56,827 | ) | (42,501 | ) | ||||||||||
Net revenues | $ | 1,041,768 | $ | 786,605 | $ | 739,270 | $ | 668,683 | $ | 568,962 | ||||||||||
Income from operations | $ | 213,680 | $ | 267,935 | $ | 195,514 | $ | 66,675 | $ | 135,687 | ||||||||||
Other expense, net | (113,648 | )(1) | (53,403 | )(1) | (48,906 | )(1) | (104,783 | )(1)(2) | (47,871 | )(2) | ||||||||||
Income (loss) from continuing operations | 100,032 | 214,532 | 146,608 | (38,108 | )(2) | 87,816 | (2) | |||||||||||||
Loss from discontinued operations | — | (591 | ) | (674 | ) | (812 | ) | (569 | ) | |||||||||||
Extraordinary Items | — | — | — | — | (2) | (419,126 | )(2)(3) | |||||||||||||
Net income (loss) | $ | 100,032 | $ | 213,941 | $ | 145,934 | $ | (38,920 | ) | $ | (331,879 | ) | ||||||||
Other Data: | ||||||||||||||||||||
Interest expense, net of capitalized interest | $ | 77,461 | $ | 20,375 | $ | 37,799 | $ | 55,595 | $ | 50,172 | ||||||||||
Capital expenditures | $ | 224,743 | $ | 728,742 | $ | 288,278 | $ | 62,795 | $ | 32,731 | ||||||||||
Net cash flows provided by operating activities | $ | 183,699 | $ | 201,338 | $ | 194,845 | $ | 144,724 | $ | 135,067 | ||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Total assets | $ | 1,714,055 | $ | 1,554,693 | $ | 885,379 | $ | 914,962 | $ | 554,480 | ||||||||||
Long-term debt and capital lease obligations | $ | 1,052,173 | $ | 909,514 | $ | 506,391 | $ | 519,298 | $ | 294,567 | ||||||||||
| (1) | For the fiscal years ended September 30, 2002, 2001, 2000 and 1999, includes expense of $36.3 million, $35.8 million, $23.1 million and $22.0 million, respectively, for the accretion of relinquishment liability discount under the Relinquishment Agreement. A discussion of the Authority’s accounting for the relinquishment liability may be found under Notes 3 and 13 to the Authority’s financial statements beginning on page F-1 of the Authority’s Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002. |
| (2) | Reflects reclassification of extraordinary loss from early extinguishment of debt. This reclassification gives effect to the Authority’s adoption, as of October 1, 2002, of Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements 4, 44, and 64, Amendment of FASB Statement 13, and Technical Corrections as of April 2002.” For the fiscal year ended September 30, 1999, includes expense of $33.7 million related to the tender premium of the $175.0 million senior secured notes and $5.2 million write-off of financing fees, net of $500,000 forgiveness of debt. For the fiscal year ended September 30, 1998, includes expense of $332,000 related to an early extinguishment of debt. |
| (3) | Includes expense of $419.1 million related to the initial assessment of the Authority’s liability under the Relinquishment Agreement. |
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
A(3). Exhibits
The Exhibit 12.1 filed with this Form 10-K/A amends and restates in its entirety the Exhibit 12.1 originally filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002 filed on December 19, 2002.
| Exhibit No. | Description | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Mohegan Tribal Gaming Authority has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 27, 2003.
| MOHEGAN TRIBAL GAMING AUTHORITY | ||
By: | /s/ Mark F. Brown | |
Mark F. Brown Chairman, Management Board | ||
CERTIFICATION
I, William J. Velardo, certify that:
| 1. | I have reviewed the annual report on Form 10-K for the fiscal year ended September 30, 2002 and this amendment to annual report on Form 10-K/A (together, the “Annual Report”) of the Mohegan Tribal Gaming Authority; |
| 2. | Based on my knowledge, the Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in the Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
| (a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| (b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and |
| (c) | presented in the Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions): |
| (a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| 6. | The registrant’s other certifying officers and I have indicated in the Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| Date: June 27, 2003 | /s/ William J. Velardo | |
William J. Velardo President and Chief Executive Officer | ||
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy statement to security holders. The registrant will not be sending an annual report or proxy statement to its security holders subsequent to the filing of this Form 10-K/A.
CERTIFICATION
I, Jeffrey E. Hartmann, certify that:
| 1. | I have reviewed the annual report on Form 10-K for the fiscal year ended September 30, 2002 and this amendment to annual report on Form 10-K/A (together, the “Annual Report”) of the Mohegan Tribal Gaming Authority; |
| 2. | Based on my knowledge, the Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in the Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
| (a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| (b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Annual Report (the “Evaluation Date”); and |
| (c) | presented in the Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions): |
| (a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| 6. | The registrant’s other certifying officers and I have indicated in the Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| Date: June 27, 2003 | /s/ Jeffrey E. Hartmann | |
Jeffrey E. Hartmann Executive Vice President, Finance and Chief Financial Officer | ||
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy statement to security holders. The registrant will not be sending an annual report or proxy statement to its security holders subsequent to the filing of this Form 10-K/A.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | |