Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended 03/31/03
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 333-17795-01
WATERFORD GAMING FINANCE CORP.
------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 06-1485836
------------------------------- --------------------
(State or other jurisdiction of (I.R.S.employer
incorporation or organization) identification no.)
914 Hartford Turnpike, P.O. Box 715
Waterford , CT 06385
-------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 442-4559
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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No.
WATERFORD GAMING FINANCE CORP.
INDEX TO FORM 10-Q
Page
Number
PART I -- FINANCIAL INFORMATION
- -------------------------------
Item 1 -- Financial Statements
Report of Independent Accountants 1
Financial Information 2
Condensed Balance Sheets of Waterford Gaming Finance Corp.
as of March 31, 2003 (unaudited) and December 31, 2002 3
Condensed Statements of Operations and Retained Earnings (Deficit)
of Waterford Gaming Finance Corp. for the three months
ended March 31, 2003 (unaudited) and March 31, 2002
(unaudited) 4
Condensed Statements of Cash Flows of Waterford Gaming Finance Corp.
for the three months ended March 31, 2003 (unaudited) and
March 31, 2002 (unaudited) 5
Notes to Condensed Financial Statements for Waterford Gaming
Finance Corp. (unaudited) 6
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3 -- Quantitative and Qualitative Disclosures about
Market Risk 9
Item 4 -- Controls and Procedures 9
Part II -- OTHER INFORMATION
- ----------------------------
Item 1 -- Legal Proceedings 9
Item 2 -- Changes in Securities 10
Item 3 -- Defaults upon Senior Securities 10
Item 4 -- Submission of Matters to a Vote of Security Holders 10
Item 5 -- Other Information 10
Item 6 -- Exhibits and Reports on Form 8-K 10
Signatures- Waterford Gaming Finance Corp. 12
Certifications 13
PART I -- FINANCIAL INFORMATION
- -------------------------------
Item 1 -- Financial Statements
Report of Independent Accountants
---------------------------------
To the Stockholder of Waterford Gaming Finance Corp.
We have reviewed the accompanying condensed balance sheet of Waterford Gaming
Finance Corp. (the "Company") as of March 31, 2003, and the related condensed
statements of operations and retained earnings (deficit) and of cash flows for
each of the three month periods ended March 31, 2003 and 2002. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed interim financial statements for them to
be in conformity with accounting principles generally accepted in the United
States of America.
We previously audited, in accordance with auditing standards generally accepted
in the United States of America, the balance sheet as of December 31, 2002, and
the related statements of operations and retained earning (deficit) and cash
flows for the year then ended (not presented herein), and in our report dated
March 18, 2003 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed balance sheet as of December 31, 2002, is fairly stated in all
material respects in relation to the balance sheet from which it has been
derived.
PricewaterhouseCoopers, LLP
May 20, 2003
Hartford, Connecticut
1
Financial Information
- ---------------------
The unaudited condensed financial information as of March 31, 2003 and 2002, and
for the three-month periods ended March 31, 2003 and 2002 included in this
report was reviewed by PricewaterhouseCoopers, LLP, independent public
accountants, in accordance with the professional standards and procedures
established for such reviews by the American Institute of Certified Public
Accountants.
2
Waterford Gaming Finance Corp.
Condensed Balance Sheets
March 31, 2003 (Unaudited) and December 31, 2002
------------------------------------------------
March 31, December 31,
2003 2002
------------- ------------
ASSETS
Cash $100 $100
==== ====
STOCKHOLDER'S EQUITY
Stockholder's equity:
Common stock, $.01 par value;
1,000 shares authorized, issued
and outstanding $ 10 $ 10
Additional paid-in capital 90 90
Retained earnings (deficit) -- --
---- ----
Total stockholder's equity $100 $100
==== ====
The accompanying notes are an integral part of these condensed financial
statements.
3
Waterford Gaming Finance Corp.
Condensed Statements of Operations and Retained Earnings (Deficit)
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
-----------------
For the three-months For the three-months
ended ended
March 31, 2003 March 31, 2002
-------------------- -------------------
Revenue $-- $--
Expenses -- --
---- ----
Net income -- --
Retained earnings
(deficit), beginning
of period -- --
---- ----
Retained earnings
(deficit), end
of period $-- $--
==== ====
The accompanying notes are an integral part of these condensed financial
statements.
4
Waterford Gaming Finance Corp.
Condensed Statements of Cash Flows
For the Three Months ended March 31, 2003 and 2002
(Unaudited)
-----------------------------
2003 2002
----------- -----------
Cash flows from operating activities
Net income (loss) $ -- $ --
---- ----
Net cash provided by operating activities -- --
---- ----
Net increase in cash -- --
Cash at beginning of period 100 100
---- ----
Cash at end of period $100 $100
==== ====
The accompanying notes are an integral part of these condensed financial
statements.
5
WATERFORD GAMING Finance Corp.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
-----------
Note 1. Basis of Presentation:
The unaudited condensed interim financial statements have been prepared in
accordance with the policies described in Waterford Gaming Finance Corp.'s (the
"Company") 2002 audited financial statements and should be read in conjunction
with the Company's 2002 audited financial statements within the Company's Annual
Report for the fiscal year ended December 31, 2002 on Form 10-K as filed with
the Securities and Exchange Commission (the "Commission") File No. 333-17795-01
on March 26, 2003. The condensed balance sheet at December 31, 2002, contained
herein, was derived from audited financial statements, but does not include all
disclosures contained in the Form 10-K and required by accounting principles
generally accepted in the United States of America. The unaudited condensed
interim financial statements include normal and recurring adjustments which are,
in the opinion of management, necessary to present a fair statement of financial
position as of March 31, 2003, the results of operations and retained earnings
(deficit) and of cash flows for each of the three-month periods ended March 31,
2003 and 2002. Results of operations for the period are not necessarily
indicative of the results to be expected for the full year.
The Company is a wholly-owned subsidiary of Waterford Gaming, L.L.C. ("Gaming").
Effective as of May 15, 1997, the Company functioned as a co-issuer with its
parent, Gaming, to issue $65 million 12-3/4% senior notes payable (the "$65
Million Senior Notes"). The $65 Million Senior Notes were redeemed as part of
the Company's and Gaming's $125 million 9-1/2% senior notes (the "$125 Million
Senior Notes") offering which was completed on March 17, 1999.
Note 2. $125 Million 9-1/2% Senior Notes Payable:
On March 17, 1999, the Company and Gaming issued the $125 Million Senior Notes.
Payment of the principal of, and interest on, the $125 Million Senior Notes is
parri passu in right of payment with all of the Company's and Gaming's senior
debt, and effectively subordinate in right of payment to all of the Company's
and Gaming's existing and future secured and subordinated debts.
Interest on the $125 Million Senior Notes is payable semi-annually in arrears on
March 15 and September 15 at a rate of 9-1/2% per annum, commencing September
15, 1999. The principal amount of the $125 Million Senior Notes is payable on
March 15, 2010.
The Company and Gaming may elect to redeem all or any of the $125 Million Senior
Notes at any time on or after March 15, 2004 at a redemption price equal to a
percentage of the principal amount of notes being redeemed plus accrued
interest. Such percentage is set forth in the following table:
If notes are redeemed Percentage
- --------------------- ----------
after March 14, 2004 but
on or before March 14, 2005 105.182%
after March 14, 2005 but
on or before March 14, 2006 104.318%
after March 14, 2006
but on or before March 14, 2007 103.455%
after March 14, 2007 but
on or before March 14, 2008 102.591%
after March 14, 2008
but on or before March 14, 2009 101.727%
after March 14, 2009
but on or before March 14, 2010 100.864%
after March 14, 2010 100%
The $125 Million Senior Notes provide that upon the occurrence of a Change of
Control (as defined), the holders thereof will have the option to require the
redemption of the $125 Million Senior Notes at a redemption price equal to 101%
of the principal amount thereof plus accrued interest.
6
Pursuant to the terms of the Indenture, if the Company and Gaming have any
Company Excess Cash, as defined, on February 1 or August 1 of any year, they
must redeem the $125 Million Senior Notes on the March 15 and September 15
following such dates. Any such redemption will be made at a premium equal to a
percentage of the principal amount being redeemed. Such percentage is set forth
in the following table:
If notes are redeemed with Premium (expressed as percentage of
Company Excess Cash principal amount being redeemed)
- ------------------------- -----------------------------------
after March 14, 1999 but
on or before March 14, 2000 109.500%
after March 14, 2000 but
on or before March 14, 2001 108.636%
after March 14, 2001 but
on or before March 14, 2002 107.773%
after March 14, 2002 but
on or before March 14, 2003 106.909%
after March 14, 2003 but
on or before March 14, 2004 106.045%
after March 14, 2004 but
on or before March 14, 2005 105.182%
after March 14, 2005 but
on or before March 14, 2006 104.318%
after March 14, 2006
but on or before March 14, 2007 103.455%
after March 14, 2007 but
on or before March 14, 2008 102.591%
after March 14, 2008
but on or before March 14, 2009 101.727%
after March 14, 2009
but on or before March 14, 2010 100.864%
after March 14, 2010 100%
The Company and Gaming have periodically redeemed $125 Million Senior Notes with
Company Excess Cash, as defined, pursuant to the terms of the Indenture. The
table below summarizes (a) the amount of Company Excess Cash that the Company
and Gaming have determined was available for the mandatory redemption of the
$125 Million Senior Notes on February 1st and August 1st of each applicable year
pursuant to the terms of the Indenture, (b) the aggregate principal amount of
$125 Million Notes redeemed with such Company Excess Cash, (c) the date on which
such redemption was consummated, and (d) the premium at which such redemption
was made.
Date Company Excess Cash Principal amount of Date of Redemption Premium
(approximately) notes redeemed
- ---------------- ------------------- ------------------- ------------------ -------
August 1, 1999 $8,983,000 $2,841,000 September 15, 1999 9.500%
February 1, 2000 $8,276,000 $2,277,000 March 15, 2000 8.636%
August 1, 2000 $5,902,000 $191,000 September 15, 2000 8.636%
February 1, 2001 $6,173,000 $452,000 March 15, 2001 7.773%
August 1, 2001 $9,765,000 $3,805,000 September 15, 2001 7.773%
February 1, 2002 $9,793,000 $4,031,000 March 15, 2002 6.909%
August 1, 2002 $8,923,000 $3,396,000 September 15, 2002 6.909%
February 1, 2003 $11,131,000 $5,658,000 March 15, 2003 6.045%
7
In some circumstances, if either Gaming or its partner in TCA exercises the
option to buy or sell partnership interests in TCA, the Company and Gaming must
redeem the $125 Million Senior Notes.
The Indenture contains certain affirmative and negative covenants customarily
contained in such agreements, including without limitation, covenants that
restrict, subject to specified exceptions the Company's and Finance's ability to
(i) borrow money, (ii) pay dividends on stock or make certain other restricted
payments, (iii) use assets as security in other transactions, (iv) make
investments, (v) sell other assets or merge with other companies, and (vi)
engage in any business except as currently conducted or contemplated or amend
their relationship with TCA. The Indenture also provides for customary events of
default and the establishment of a restricted investment fund with a trustee for
interest reserves.
On April 15, 2003, the Company and Gaming commenced an offer to repurchase all
of the $125 Million Senior Notes prior to maturity and a solicitation of
consents to amend the Indenture. Such amendments would have the effect of
eliminating substantially all of the restrictive covenants and security
provisions relating to the $125 Million Senior Notes. The tender offer and
amendment of the Indenture are conditioned upon, among other things, the
consummation of financing providing proceeds sufficient to pay the total costs
of the tender offer and consent solicitation.
On May 15, 2003, the Company and Gaming announced the extension of its tender
offer for all of the outstanding $125 Million Senior Notes and related consent
solicitation. The tender offer will now expire at 12:00 midnight, New York City
time, on Wednesday, June 11, 2003, unless further extended or terminated. The
consent solicitation will now expire at 5:00 p.m., New York City time, on
Thursday, May 28, 2003, unless further extended or terminated, and holders of
$125 Million Senior Notes will have the right to withdraw their previous tenders
and consents prior to the expiration of the consent solicitation. As of today,
the Company and Gaming have received duly executed tenders from holders of
$102,349,000 in principal amount of the $125 Million Senior Notes, representing
100% of the principal amount of the issued and outstanding $125 Million Senior
Notes.
8
Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Company's condensed financial statements and the notes
thereto included elsewhere herein.
Certain Forward Looking Statements
- ----------------------------------
This quarterly report on Form 10-Q contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, in
particular, the statements about the Company's plans, strategies and prospects.
Although the Company believes that such statements are based on reasonable
assumptions, these forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected.
The Company's actual results, performance or achievements could differ
materially from those expressed in, or implied by, the forward-looking
statements. The Company can give no assurances that any of the events
anticipated by the forward-looking statements will occur or, if any of them do,
what impact they will have on our results of operations and financial condition.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this quarterly report on Form
10-Q.
The Company is a wholly-owned subsidiary of Gaming.
Results of Operations
- ---------------------
Discussion of the Three Months ended March 31, 2003
- ---------------------------------------------------
and 2002
- --------
For the three-months ended March 31, 2003 and 2002 the Company had no revenue
and expense.
The Company is not expected to have significant operating activity. Funding for
future operations will come from the financial support of Gaming.
Item 3 -- Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 4 -- Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
with, or furnished to, the Commission, pursuant to the Securities Exchange Act
of 1934, is recorded, processed, summarized and reported within the time periods
specified in the Commission's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Treasurer, as appropriate, to allow timely decisions
regarding required disclosure based on the definition of "disclosure controls
and procedures" in Rule 13a-14(c) and 15d-14(c) of the Securities Exchange Act
of 1934.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Treasurer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on the foregoing evaluation, the
Company's Chief Executive Officer and Treasurer concluded that the Company's
disclosure controls and procedures were effective.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the Chief Executive Officer and Treasurer,
including any corrective actions with regard to any significant deficiencies and
material weaknesses. The Company believes that its internal controls and
procedures are effective.
Part II -- OTHER INFORMATION
- ----------------------------
Item 1 -- Legal Proceedings:
On January 6, 1998, Leisure Resort Technology, Inc. ("Leisure") and defendants
Waterford Gaming, L.L.C., Trading Cove Associates, LMW Investments, Inc., and
Slavik Suites, Inc. settled a prior lawsuit brought by Leisure. In connection
with this settlement, Leisure and Trading Cove Associates, Waterford Gaming,
L.L.C., LMW Investments, Inc., and Slavik Suites, Inc. entered into a settlement
and release agreement. Pursuant to this settlement and release agreement,
Waterford Gaming, L.L.C. bought out Leisure's beneficial interest in TCA.
By complaint dated January 7, 2000, as amended February 4, 2000, Leisure filed a
four count complaint naming as defendants Waterford Gaming, L.L.C., Trading Cove
Associates, LMW Investments, Inc., Slavik Suites, Inc., Waterford Group, L.L.C.,
Len Wolman and Mark Wolman (collectively, the "Defendants"). The matter has been
transferred to the complex litigation docket and is pending in Waterbury,
Connecticut. The complaint alleged breach of fiduciary duties, fraudulent
non-disclosure, violation of Connecticut Statutes Section 42-110a, et seq., and
unjust enrichment in connection with the negotiation by certain of the
Defendants of the settlement and release agreement. The complaint also brought a
claim for an accounting. The complaint seeks unspecified legal and equitable
damages. On February 29, 2000, Defendants filed a Motion to Strike and a Motion
for Summary Judgement, each with respect to all claims. The Court granted
Defendants' Motion to Strike in part and denied Defendants' Motion for Summary
Judgement, on October 13, 2000. The Court's order dismissed the claim for an
accounting and the claim under Connecticut Statutes Section 42-110a, et seq. The
Court also struck the alter ego allegations in the complaint against LMW
Investments, Inc., Slavik Suites, Inc., Len Wolman and Mark Wolman. In a
decision dated August 6, 2001, the Court dismissed all claims against LMW
Investments, Inc., Slavik Suites, Inc., Len Wolman and Mark Wolman.
On November 15, 2000, Waterford Gaming, L.L.C. and its co-defendants answered
the complaint. In addition, Waterford Gaming, L.L.C. and Trading Cove Associates
asserted counterclaims for breach of the settlement and release agreement and
breach of the implied covenant of good faith against Leisure and its president,
Lee Tyrol. In a decision dated June 6, 2001, the Court dismissed the
counterclaims against Lee Tyrol. Leisure has moved for summary judgement seeking
dismissal of the counter claims in full. This motion for summary judgement was
denied.
Discovery has commenced. Pursuant to the current scheduling order, all
depositions are to be completed by June 30, 2003. A trial date has not been set.
Waterford Gaming, L.L.C. believes that it has meritorious defenses and intends
to vigorously contest the claims in this action and to assert all available
defenses. At the present time, Waterford Gaming, L.L.C. is unable to express an
opinion on the likelihood of an unfavorable outcome or to give an estimate of
the amount or range of potential loss to Waterford Gaming, L.L.C. as a result of
this litigation due to the disputed issues of law and/or facts on which the
outcome of this litigation depends and due to the infancy of both the action and
discovery in the action.
9
Item 2 -- Changes in Securities:
None
Item 3 -- Defaults upon Senior Securities:
None
Item 4 -- Submission of Matters to a Vote of Security Holders:
None
Item 5 -- Other Information:
None
Item 6 -- Exhibits and Reports on Form 8-K:
(a) Exhibits
--------
Exhibit No. Description
3.1 Certificate of Incorporation of Waterford
Gaming Finance Corp. (i)
3.2 Bylaws of Waterford Gaming Finance Corp. (i)
4.1 Indenture, dated as of November 8, 1996, between
Waterford Gaming, L.L.C. and Waterford Gaming
Finance Corp., the issuers, and Fleet National
Bank, as trustee, relating to $65,000,000 12-3/4%
Senior Notes due 2003. (i)
4.1.1 First Supplemental Indenture, dated as of March 4,
1999, among Waterford Gaming, L.L.C. and Waterford
Gaming Finance, Corp., as issuers, and State
Street Bank and Trust Company, as trustee,
relating to $65,000,000 12-3/4% Senior Notes due
2003. (iii)
4.2 Indenture, dated as of March 17, 1999, among
Waterford Gaming, L.L.C. and Waterford Gaming
Finance Corp., as issuers, and State Street Bank
and Trust Company, as trustee, relating to
$125,000,000 9-1/2% Senior Notes
due 2010. (iii)
4.3 Security and Control Agreement, dated as of March
17, 1999, among Waterford Gaming, L.L.C. and
Waterford Gaming Finance Corp., as pledgors and
State Street Bank and Trust Company, as securities
intermediary. (iii)
4.4 Specimen Form of 9-1/2% Senior Notes due 2010
(included in Exhibit 4.2). (iii)
10.1 Purchase Agreement, dated as of March 10, 1999,
among Waterford Gaming, L.L.C., Waterford Gaming
Finance Corp., Bear, Stearns & Co., Inc., Merrill
Lynch, Pierce, Fenner and Smith Inc. and Salomon
Smith Barney. (iii)
10.2 Waiver and Acknowledgment of Noteholder. (ii)
21.1 Subsidiaries of Waterford Gaming Finance Corp. (i)
99.1 Quarterly report, for the period ended March
31, 2003 on Form 10-Q of Waterford Gaming, L.L.C.,
dated May 21, 2003 incorporated by reference
to Waterford Gaming, L.L.C.'s electronic filing of
such report on Form 10-Q, Securities and Exchange
Commission file reference no. 333-17795.
99.2 Quarterly Report, for the period ended March 31,
2003, on Form 10-Q of the Mohegan Tribal Gaming
Authority (the "Authority") dated May 14, 2003,
incorporated by reference to the Authority's
electronic filing of such report on Form 10-Q,
Securities and Exchange Commission file reference
No. 033-80655.
10
(i) Incorporated by reference to the Registrant's Registration Statement
on Form S-4, Securities and Exchange Commission (the "Commission")
File No. 333-17795-01, declared effective on May 15, 1997.
(ii) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1998, Commission File No.
333-17795-01, as accepted by the Commission on May 14, 1998.
(iii) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1999, Commission File No.
333-17795-01, as accepted by the Commission on May 17, 1999.
b) Reports on Form 8-K
-------------------
(i) Form 8-K filed on March 31, 2003
Item 5.
On March 27, 2003, the Mohegan Tribal Gaming Authority (the
"Authority") filed a copy of an Amended and Restated Loan Agreement
(the "Loan Agreement") on Form 8-K, a copy of which has been filed as
an exhibit to this report and is incorporated by reference to the
Authority's electronic filing of such report on Form 8-K, Securities
and Exchange Commission file reference no. 033-80655. On March 25,
2003, the Authority entered into a Loan Agreement for up to $391
million from a syndicate of 12 institutions and commercial banks with
Bank of America, N.A. serving as Administrative Agent. The Loan
Agreement replaces the Authority's existing $300 million senior
secured credit facility and is comprised of a revolving loan of up to
$291 million and a $100 million term loan, both of which mature on
March 31, 2008.
Date of Report: March 27, 2003
(ii) Form 8-K filed on April 22, 2003
Item 5.
On April 21, 2003, the Mohegan Tribal Gaming Authority (the
"Authority") filed a copy of its Slot Machine Statistical Report on
Form 8-K, a copy of which has been filed as an exhibit to this report
and is incorporated by reference to the Authority's electronic filing
of such report on Form 8-K, Securities and Exchange Commission file
reference no. 033-80655.
Date of Report: April 21, 2003
(iii) Form 8-K filed on May 7, 2003
Item 5.
On May 5, 2003, the Mohegan Tribal Gaming Authority (the "Authority")
filed a press release report on Form 8-K, announcing its second
quarter ended March 31, 2003 operating results, a copy of which has
been filed as an exhibit to this report and is incorporated by
reference to the Authority's electronic filing of such report on Form
8-K, Securities and Exchange Commission file reference no. 033-80655.
Date of Report: May 5, 2003
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 21, 2003 By: /s/Len Wolman
Len Wolman, Chief Executive Officer
Date: May 21, 2003 By: /s/Del Lauria
Del Lauria, Treasurer
12
CERTIFICATION
I, Len Wolman, certify that:
1. I have reviewed this annual report on Form 10-K of Waterford Gaming Finance
Corp.;
2. Based on my knowledge, this 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 this 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 officer 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, and any consolidated subsidiaries,
is made known to us by others within the registrant, 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 this 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 officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the 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 officer and I have indicated in this 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: May 21, 2003
/s/ Len Wolman Chief Executive Officer
- ----------------------
Len Wolman
13
CERTIFICATION
I, Del J. Lauria, certify that:
1. I have reviewed this annual report on Form 10-K of Waterford Gaming Finance
Corp.;
2. Based on my knowledge, this 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 this 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 officer 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, and any consolidated subsidiaries,
is made known to us by others within the registrant, 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 this 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 officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the 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 officer and I have indicated in this 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: May 21, 2003
/s/ Del J. Lauria Treasurer
- ----------------------
Del J. Lauria
14