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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 10-Q
(Mark One)
_|X|_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended: March 31, 2003
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 333-63348
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
(Exact name of registrant as specified in its charter)
Mississippi Band of Choctaw Indians 64-0345731
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
PO Box 6260, Choctaw Branch, Choctaw, MS 39350
(Address of principal executive offices) (Zip code)
(601) 650-9294
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes __X__ No _____
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CHOCTAW RESORT DEVELOPMENT ENTERPRISE
INDEX TO QUARTERLY REPORT
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PART I -- FINANCIAL INFORMATION
Item 1 -- Financial Statements
Balance Sheets as of March 31, 2003 (unaudited) and September 30, 2002.............................3
Statements of Operations and Comprehensive Income for the Three and Six Months
Ended March 31, 2003 and 2002 (unaudited)..........................................................4
Statement of Owner's Equity for the Six Months Ended March 31, 2003 (unaudited)....................5
Statements of Cash Flows for the Six Months Ended March 31, 2003 and
2002 (unaudited)..................................................................................6
Notes to Financial Statements (unaudited) .........................................................7
Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations..........................................................................17
Item 3 -- Quantitative and Qualitative Disclosure of Market Risk..........................................27
Item 4 -- Controls and Procedures.........................................................................28
PART II -- OTHER INFORMATION.............................................................................29
Signatures - ............................................................................................30
PART I. Financial Information
Item 1 Financial Statements
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
BALANCE SHEETS
March 31, 2003 and September 30, 2002
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March 31 September 30,
2003 2002
-------------- --------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 49,998,727 $ 72,783,499
Accounts receivable (net of allowance of
$2,703,411 and $2,411,237) 4,437,332 3,961,599
Inventories 2,405,741 2,120,422
Prepaid expenses and other 3,402,544 1,403,550
-------------- --------------
Total current assets 60,244,344 80,269,070
Property and equipment, net 421,775,643 410,892,145
Restricted cash - 2,617,915
Deferred loan costs, net 5,107,534 5,617,005
Other assets 3,383,314 2,631,964
-------------- --------------
Total assets $ 490,510,835 $ 502,028,099
============== ==============
Liabilities and Owner's Equity
Current liabilities:
Current maturities of long-term debt $ 12,800,000 $ 300,000
Accounts payable 5,847,974 8,209,279
Construction accounts payable 7,673,889 17,375,937
Due to Tribe 3,125,803 3,875,465
Accrued liabilities:
Accrued payroll and related 8,560,520 8,195,759
Accrued expenses and other liabilities 8,684,078 9,047,224
Accrued interest expense 9,836,600 9,808,719
-------------- --------------
Total current liabilities 56,528,864 56,812,383
Long term debt, net of current maturities 287,500,000 275,000,000
Commitments and contingencies - -
Owner's equity:
Contributed capital 146,631,100 162,820,084
Retained earnings - 7,629,693
Accumulated other comprehensive loss (149,129) (234,061)
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Total owner's equity 146,481,971 170,215,716
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Total liabilities and owner's equity $ 490,510,835 $ 502,028,099
-------------- --------------
The accompanying notes are an integral part of these financial statements.
3
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three and Six Months Ended March 31, 2003 and 2002
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Three Months Ended Six Months Ended
March 31, March 31,
------------------------------ --------------------------------
2003 2002 2003 2002
------------- ------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue:
Casino $ 70,069,288 $ 59,140,612 $ 131,979,616 $ 112,655,885
Food & beverage 8,278,758 5,585,286 15,632,395 10,992,952
Rooms 3,722,340 2,113,050 7,478,497 4,103,735
Other 3,298,547 1,946,001 6,911,263 4,047,063
------------- ------------- -------------- --------------
Gross revenue 85,368,933 68,784,949 162,001,771 131,799,635
Less: promotional allowances (9,686,576) (5,716,902) (17,778,672) (11,537,840)
------------- ------------- -------------- --------------
Net revenue 75,682,357 63,068,047 144,223,099 120,261,795
------------- ------------- -------------- --------------
Costs and expenses:
Casino 21,189,466 15,153,750 43,019,342 31,023,127
Food & beverage 3,164,845 1,952,819 6,555,389 3,556,261
Rooms 1,086,940 362,355 2,100,919 716,998
Other 2,125,913 1,504,953 4,689,466 3,460,035
Selling, general, and administrative 17,855,644 8,713,401 33,059,548 18,555,138
Maintenance and utilities 2,377,428 1,207,677 4,611,023 2,563,727
Depreciation 7,896,868 3,541,494 14,878,932 7,027,912
------------- ------------- -------------- --------------
Total 55,697,104 32,436,449 108,914,619 66,903,198
------------- ------------- -------------- --------------
Operating income 19,985,253 30,631,598 35,308,480 53,358,597
------------- ------------- -------------- --------------
Other income (expense):
Interest income 48,021 338,489 108,223 1,501,262
Interest expense, net of interest capitalized (6,315,591) (3,100,440) (12,538,109) (7,243,626)
Other income (expense) 234,777 3,542,971 487,468 3,788,213
------------- ------------- -------------- --------------
Total (6,032,793) 781,020 (11,942,418) (1,954,151)
------------- ------------- -------------- --------------
Net income 13,952,460 31,412,618 23,366,062 51,404,446
Other comprehensive income (loss) 42,933 39,681 84,932 78,421
------------- ------------- -------------- --------------
Comprehensive income $ 13,995,393 $ 31,452,299 $ 23,450,994 $ 51,482,867
------------- ------------- -------------- --------------
The accompanying notes are an integral part of these financial statements.
4
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
STATEMENT OF OWNER'S EQUITY
For the Six Months Ended March 31, 2003
(Unaudited)
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Accumulated
Other Total
Contributed Retained Comprehensive Owner's
Capital Earnings Loss Equity
-------------- ------------- ------------- --------------
As Revised (2002)
---------------------------------
Balances, September 30, 2002 $ 162,820,084 $ 7,629,693 $ (234,061) $ 170,215,716
Net income - 23,366,062 - 23,366,062
Contributed capital 1,679,549 - - 1,679,549
Distributions (17,868,533) (30,995,755) - (48,864,288)
Reclassification adjustment
under SFAS 133 - - 84,932 84,932
-------------- ------------- ------------- --------------
Balances, March 31, 2003 $ 146,631,100 $ - $ (149,129) $ 146,481,971
-------------- ------------- ------------- ---------------
The accompanying notes are an integral part of these financial statements.
5
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2003 and 2002
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Six Months Ended
March 31,
-----------------------------------
2003 2002
-------------- --------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income $ 23,366,062 $ 51,404,446
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 15,473,335 7,060,031
Gain on disposal of property and equipment 2,205 (470,924)
Change in operating assets and liabilities:
Accounts receivable, net (475,733) 226,750
Inventories (285,319) (61,334)
Prepaid expenses and other (1,998,994) (844,738)
Other assets (751,350) 622,283
Accounts payable and due to Tribe (3,110,967) (2,482,704)
Accrued liabilities 29,496 (558,955)
-------------- --------------
Net cash provided by operating activities 32,248,735 54,894,855
-------------- --------------
Cash flows from investing activities:
Acquisitions of property and equipment, net of
amounts in construction accounts payable (34,480,521) (102,284,985)
Proceeds from disposal of property and equipment - 571,710
Proceeds from sales and maturities of short term investments - 82,513,481
Restricted cash 2,617,915 (27,362)
-------------- --------------
Net cash (used in) investing activities (31,862,606) (19,227,156)
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Cash flows from financing activities:
Borrowing under credit facilities 25,000,000 -
Contributions of cash from Tribe 693,387 -
Distributions to Tribe (48,864,288) (43,206,055)
Loan fees paid - (39,793)
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Net cash (used in) financing activities (23,170,901) (43,245,848)
-------------- --------------
Net (decrease) increase in cash and cash equivalents (22,784,772) (7,578,149)
Cash and cash equivalents at beginning of period 72,783,499 81,822,543
-------------- --------------
Cash and cash equivalents at end of period $ 49,998,727 $ 74,244,394
============== ==============
Supplemental disclosure of cash flow information:
Cash paid for interest $ 12,000,757 $ 10,550,888
============== ==============
Supplemental disclosure of non-cash investing and financing activities:
Contributions of property and equipment from the Tribe $ 986,162 $ -
-------------- --------------
Accounts payable for construction $ 7,673,889 $ 15,963,989
-------------- --------------
Exchange of property and equipment for a
note due to Tribe $ - $ 4,501,215
-------------- --------------
The accompanying notes are an integral part of these financial statements.
6
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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7
Note 1--Summary of Significant Accounting Policies
Description of Operations
The Choctaw Resort Development Enterprise (the "Enterprise") is an enterprise of
the Mississippi Band of Choctaw Indians (the "Tribe"). The Enterprise was
established on October 12, 1999 by the Tribe for the purpose of managing the
existing and future Tribal gaming and other resort operations at the Tribe's
Pearl River Community. The operations of the Enterprise are collectively
referred to as the Pearl River Resort. Prior to July 1, 2001, the Silver Star
Hotel and Casino (the "Silver Star") was the sole operating entity of the
Enterprise. The Silver Star commenced operations of a gaming, hotel, conference
center and restaurant complex near Philadelphia, Mississippi on trust lands of
the Tribe on July 1, 1994. In addition, the Enterprise has opened the Golden
Moon Hotel and Casino (the "Golden Moon") which commenced operations on August
26, 2002. The Golden Moon operates a gaming, hotel and restaurant complex
directly across the highway from Silver Star. The Enterprise also operates the
Dancing Rabbit Golf Club ("Dancing Rabbit"), which opened April 1, 1997, Geyser
Falls Water Theme Park ("Geyser Falls"), which opened July 8, 2002, and the
Choctaw Hospitality Institute, which opened November 9, 2001, for the training
of Pearl River Resort employees. The Dancing Rabbit, Geyser Falls and the
Choctaw Hospitality Institute were contributed to the Enterprise at the Tribe's
historical cost.
In connection with the development of the Silver Star, the Tribe entered into a
seven-year management agreement (the "Management Agreement") with Boyd
Mississippi, Inc., a subsidiary of Boyd Gaming Corporation ("Boyd"), to
construct and operate the Silver Star. The Tribe entered into a termination
agreement (the "Termination Agreement") with Boyd to terminate the Management
Agreement on January 31, 2000.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ended September 30, 2003. The September 30, 2002
balance sheet was derived from audited financial statements. The interim
financial statements and notes thereto should be read in conjunction with the
Enterprise's audited financial statements and notes thereto for the year ended
September 30, 2002.
7
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
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The consolidated financial statements include the accounts of the Enterprise,
the Silver Star, the Golden Moon, Geyser Falls, the Dancing Rabbit and the
Choctaw Hospitality Institute. All necessary eliminating entries have been
recorded.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and on deposit with banks and
other financial institutions. The Enterprise considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
Inventories
Inventories, consisting primarily of food, beverage, and gift shop merchandise,
are stated at the lower of cost or market. Cost is determined using the
first-in, first-out inventory method.
Property and Equipment
Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Costs of
major construction, including interest incurred during construction of new
facilities, are capitalized; costs of normal repairs and maintenance are charged
to expense as incurred. Gains or losses on disposals of assets are recognized as
incurred. The Enterprise periodically reviews the carrying value of property and
equipment to determine if circumstances exist indicating impairment in carrying
value of the property and equipment. If impairment is indicated, an adjustment
will be made to the carrying value of the property and equipment.
Deferred Loan Costs
Deferred loan costs consist of costs incurred in the issuance of long-term debt.
Amortization of deferred loan costs is computed using the interest method over
the stated maturity of long-term debt. Accumulated amortization of the deferred
loan costs is $2,093,449 and $1,583,978 at March 31, 2003 and September 30,
2002, respectively.
Accounting for Derivative Instruments and Hedging Activities
On October 1, 2000, the Enterprise adopted Statement of Financial Accounting
Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments and
Hedging Activities", as amended by Statement of Financial Accounting Standards \
No. 138. See Note 4.
Contributed Capital
Contributed capital consists of (i) equipment and facilities related primarily
to various construction and expansion projects since the Silver Star opened
which have been funded by the Tribe and contributed upon their completion at the
Tribe's cost, (ii) certain development costs for the Golden Moon, also funded by
the Tribe and contributed at the Tribe's cost, (iii) cash to fund Golden Moon
construction and development and (iv) cash to fund construction and development
of Geyser Falls.
8
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
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Casino and Other Revenue
Casino revenue is net win from gaming activities, which is the difference
between gaming wins and losses. Gross revenues include the estimated retail
value of rooms, food and beverage, and other goods and services provided to
customers on a complimentary basis. Such amounts are then deducted as
promotional allowances.
The estimated cost of providing these promotional allowances is charged to the
casino department in the following amounts:
Three Months Ended Six Months Ended
March 31, March 31,
---------------------------------- --------------------------------
2003 2002 2003 2002
------------ ------------ ------------- -------------
Food and beverage $ 5,633,805 $ 4,122,710 $ 11,300,855 $ 8,288,803
Rooms 992,536 832,560 1,887,786 1,687,263
Other 485,527 460,844 1,184,548 1,042,843
------------ ------------ ------------- -------------
Total $ 7,111,868 $ 5,416,114 $ 14,373,189 $ 11,018,909
------------ ------------ ------------- -------------
Complimentary revenues have been earned in the following casino departments as follows:
Three Months Ended Six Months Ended
March 31, March 31,
---------------------------------- --------------------------------
2003 2002 2003 2002
------------ ------------ ------------- -------------
Food and beverage $ 6,085,087 $ 4,314,563 $ 11,119,239 $ 8,330,863
Rooms 2,853,024 1,217,559 5,025,241 2,470,294
Other 748,465 184,780 1,634,192 736,683
------------ ------------ ------------- -------------
Total $ 9,686,576 $ 5,716,902 $ 17,778,672 $ 11,537,840
------------ ------------ ------------- -------------
Income Taxes
The Enterprise is an unincorporated business enterprise owned by the Tribe, a
federally recognized Indian tribe located on reservation land held in trust by
the United States of America; therefore, the Enterprise was not subject to
federal or state income taxes for the three or six months ended March 31, 2003
and 2002.
Advertising Expense
Advertising is expensed as incurred and is included in selling, general, and
administrative expense and casino costs and expenses. Advertising expense was
$2,848,638 and $585,771 for the three months ended March 31, 2003 and 2002,
respectively, and $4,209,617 and $1,701,878 for the six months ended March 31,
2003 and 2002, respectively.
9
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
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Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant estimates used by the Enterprise
include the estimated useful lives of depreciable assets and the estimated
allowance for doubtful accounts receivable. Actual results could differ from
those estimates.
Preopening Expenses
Preopening costs are expensed as incurred. Preopening costs incurred during the
three months ended March 31, 2003 and 2002 were $ -0- and $114,808,
respectively. Preopening costs incurred during the six months ended March 31,
2003 and 2002 were $ -0- and $440,582, respectively. Preopening expense is
comprised primarily of materials and supplies and other costs incurred in
connection with the opening of the Golden Moon.
Change in Classification of Amounts Previously Reported
Distributions to the Tribe had previously been reported as reductions to
retained earnings (or increases to accumulated deficit) regardless of whether
CRDE was in a retained earnings or accumulated deficit position. CRDE has
revised the previously reported amounts of contributed capital and accumulated
deficit to present distributions in excess of retained earnings as reductions of
contributed capital. The impact of this revision was to reduce the accumulated
deficit and contributed capital as of September 30, 2002 by $37,068,832. Such
revision had no impact on total owner's equity, results of operations or cash
flows.
Note 2--Property and Equipment
Property and equipment consists of the following:
Useful
Lives March 31, September 30,
(Years) 2003 2002
-------- -------------- ---------------
Land and improvements $ 16,816,096 $ 16,799,809
Buildings and improvements 20-40 365,924,999 346,831,079
Golf course improvements 5-15 2,728,275 2,740,271
Furniture and equipment 5-10 121,259,033 115,798,611
Aircraft 10 4,551,215 4,551,215
Vehicles 3 1,094,073 1,293,396
-------------- --------------
512,373,691 488,014,381
Less accumulated depreciation 91,512,742 77,122,236
-------------- --------------
420,860,949 410,892,145
Construction in progress 914,694 -
============== ==============
$ 421,775,643 $ 410,892,145
============== ==============
10
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
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At March 31, 2003, construction in progress consists of $914,694 incurred
related to development of a beach club and sand beach lagoon adjacent to Geyser
Falls.
Note 3--Restricted Cash
The Enterprise had $ -0- and $ 2,617,915 of restricted cash as of March 31, 2003
and September 30, 2002, respectively. The balance at September 30, 2002 was
required by the Management Agreement for employment, workers compensation and
other third party claims not otherwise covered by insurance proceeds (the
"Claims Reserve") that may be filed or become due after the Management Agreement
termination date. The Claims Reserve survived until January 31, 2003 per the
terms of the Management Agreement after which it became unrestricted.
Note 4--Long-Term Debt
In March 2001, the Enterprise issued unsecured senior notes (the "Notes") in the
amount of $200,000,000. The proceeds of the offering were used to retire a $75
million term loan and for the construction of the Golden Moon. The Notes bear
interest at 9.25% and require semiannual payments of interest beginning with the
first payment on October 1, 2001 with the Notes maturing on April 1, 2009. The
indenture governing the Notes (the "Indenture") contains certain financial
covenants which restrict our ability to borrow money, pay dividends or make
distributions, make investments, create liens, enter into certain transactions
with affiliates and sell specific assets or merge with or into another entity.
Under specific circumstances, the covenant limiting our ability to make certain
payments, distributions and investments will be suspended.
After April 1, 2005, the Enterprise may redeem all or a part of the Notes at
specified redemption prices plus accrued and unpaid interest on the redemption
date. The Notes are subject to redemption requirements imposed by certain gaming
laws and regulations.
On December 29, 2000, the Enterprise entered into a $125 million reducing
revolving credit facility (the "Facility"). The Facility was used by the
Enterprise to (i) finance the construction of the Golden Moon, (ii) provide
working capital, (iii) finance permitted capital expenditures, and (iv) for
general purposes of the Enterprise. As of March 31, 2003, a total of
$100,000,000 had been drawn and was outstanding on the Facility. The Enterprise
pays commitment fees based on 0.5% of the available balance of the Facility. For
the three months ended March 31, 2003 and 2002, the Enterprise paid commitment
fees totaling $22,500 and $145,347, respectively, on the Facility. The
Enterprise paid commitment fees totaling $143,541 and $320,694 for the six
months ended March 31, 2003 and 2002, respectively, on the Facility. The
interest rate on the facility varies based upon the Enterprise's total recourse
debt to gaming EBITDA ratio, as defined. At March 31, 2003, outstanding advances
under the facility bore LIBOR interest at rates ranging from 1.24% to 1.81%.
During the three and six months ended March 31, 2003, the Enterprise recorded
interest expense totaling $1,166,616 and $2,179,444, respectively, on the
outstanding balance of the Facility.
The Facility is collateralized by the personal property of and the revenue
generated by the Silver Star and the Golden Moon. The Facility has a maturity
date of December 28, 2005. Borrowings available under the Facility will reduce
quarterly beginning on December 31, 2002, in the amount of $6.25 million per
quarter, until the amount of the Facility has been reduced to $40 million.
Accordingly, borrowing capacity available under the Facility has been reduced to
$112,500,000, of which $100,000,000 was outstanding at March 31, 2003. The
Facility contains certain affirmative and negative covenants, including limiting
the Enterprise's Total Leverage Ratio and Fixed Charge Coverage Ratio, as
defined, during the term of the agreement.
11
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
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During the three months ended December 31, 2002, the Enterprise violated
covenants related to the Fixed Charge Coverage Ratio and the Total Leverage
Ratio under the Facility. The Enterprise received a waiver for such covenant
violations from the Facility lender. The Enterprise is required to meet these
covenants each quarter. Accordingly the Enterprise entered negotiations relating
to modification of this covenant with the Facility lender in order to ensure
future compliance. On March 25, 2003 the Enterprise successfully completed these
negotiations, which resulted in modification of terms of the credit facility.
Based on the amended terms of the credit facility, the Enterprise is in
compliance with the Fixed Charge Coverage Ratio and the Total Leverage Ratio at
March 31, 2003 and management believes the Enterprise will achieve compliance
with both the Fixed Charge Coverage Ratio and the Total Leverage Ratio going
forward. As of March 31, 2003, management believes that the Enterprise is in
compliance with all other debt covenants under the Notes and the Facility.
On October 26, 1999, the Enterprise entered into a note agreement with MBCI
Resort and Capital Fund, a related party, in the amount of $300,000 that is
payable on demand with annual interest of 6% due monthly.
Maturities of long-tem debt are as follows:
Fiscal years ending September 30,
2003 $ 300,000
2004 25,000,000
2005 25,000,000
2006 50,000,000
2007 -
Thereafter 200,000,000
--------------
Total $ 300,300,000
--------------
The Enterprise entered into an interest rate swap agreement for the purpose of
fixing interest rates on the term loan which was retired with proceeds from the
Notes, thus reducing exposure to interest rate fluctuations. At March 31, 2003,
the Enterprise's interest rate swap had a notional amount of $17,187,500. This
agreement effectively fixed the interest rate on the term loan at 8.25%. The
notional amount does not represent amounts exchanged by the parties, and thus is
not a measure of exposure to the Enterprise. The amount exchanged is based on
the notional amount. The term of the interest rate swap agreement is through
January 31, 2004. The term loan was repaid on April 24, 2001, however, the
Enterprise did not concurrently settle the interest rate swap agreement. The
differences to be paid or received by the Enterprise under the terms of the
interest rate swap agreement are recognized as an adjustment to interest
expense.
Effective October 1, 2000, the Enterprise adopted SFAS 133. The interest rate
swap agreement described above is defined as a derivative instrument under SFAS
133. In accordance with the transition provisions of SFAS 133, the Enterprise
recorded a cumulative-effect-type transition adjustment of $541,847 in other
comprehensive loss and in accrued expenses and other liabilities to recognize
the fair value of the Enterprise's liability under this swap agreement on
October 1, 2000. Although the Enterprise had designated this swap agreement as a
hedge since its inception on February 1, 2000, the Enterprise did not elect to
seek hedge accounting for this agreement upon adoption of SFAS 133. Accordingly,
during the period from October 1, 2002 through March 31, 2003, the Enterprise
recognized other income of $487,468 and a related decrease in accrued expenses
and other liabilities representing the effect during this period of interest
rate changes. Reclassifications to other comprehensive income during the period
from October 1, 2002 through March 31, 2003 are $84,932.
12
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
Note 5--Fair Value of Financial Instruments
The carrying values of the Enterprise's cash and cash equivalents, accounts
receivable, note payable, and accounts payable approximate fair value because of
the short maturity of those instruments. Estimated fair value of the Notes is
$213,000,000 at March 31, 2003 based on quoted market prices on or about March
31, 2003. At March 31, 2003 the fair value of the Facility approximates its
carrying value because of the Facility's variable interest rate.
Fair value of the Enterprise's interest rate swap agreement is based on the
termination value of the agreement using quotes from the Enterprise's
counterparty. The fair value liability of the Enterprise's interest rate swap at
March 31, 2003 was $504,947 and is included in accrued expenses and other
liabilities.
Note 6 - Enterprise Licensing and Regulation
The Tribe, by vote of the Tribal members, authorized casino gaming on Tribal
lands located in Mississippi. In accordance with the Indian Gaming Regulatory
Act, the Tribe signed a Tribal-State Compact with the State of Mississippi on
December 4, 1992 and enacted ordinances authorizing bingo (Class II) and
casino-type (Class III) gaming. The Tribal Council created the Choctaw Gaming
Commission and authorized it as the regulatory agency responsible for the
licensing of the Casino and the on-site regulation of the gaming operations. The
Choctaw Gaming Commission has promulgated regulations that govern the gaming
operations.
Note 7 - Related Party Transactions
Distributions to the Tribe were $24,997,998 and $23,574,837 for the three months
ended March 31, 2003 and 2002, respectively and $48,864,288 and $43,206,055 for
the six months ended March 31, 2003 and 2002, respectively. Subsequent to
January 31, 2000, the Enterprise makes distributions to the Tribe at the Tribe's
discretion subject to the distribution restrictions under the Notes described in
Note 4.
The Indenture prescribes that the Enterprise may make an annual distribution to
the Tribe (the "Annual Service Payment") in the amount of $55 million per year
(payable in equal monthly installments), which amount is increased annually on
each September 30, commencing with September 30, 2001, by 5% per annum. Any
distributions to the Tribe are made at the Tribe's discretion, but distributions
other than the Annual Service Payment (referred to as "Restricted Payments") are
limited by the covenants of the indenture. The most significant of such
covenants limit Restricted Payments such that the cumulative Restricted Payments
from inception of the indenture shall not exceed 50% of the Enterprise's
cumulative net income (with measurement commencing on January 1, 2001) plus $75
million. Restricted Payments are further limited by the Indenture's requirement
for the Enterprise to maintain a minimum Fixed Charge Coverage Ratio (as
defined) of 2.5 to 1 (increasing to 3.0 to 1 after December 31, 2001), and thus
limiting the Enterprise's ability to incur additional debt to make Restricted
Payments.
13
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
Employees of the Enterprise are provided health and life insurance coverage
through the Tribe's health and life insurance plans. The Enterprise paid
$2,550,449 and $2,177,991 to the Tribe under this arrangement for the three
months ended March 31, 2003 and 2002, respectively and $5,417,784 and $4,262,892
for the six months ended March 31, 2003 and 2002, respectively.
The Enterprise collects and remits to the Tribe a 7% sales tax to the Tribe on
rooms, food, beverage, sundry and entertainment revenue. The total sales tax
paid was $279,869 and $183,745 for the three months ended March 31, 2003 and
2002, respectively. The Enterprise paid sales tax of $669,880 and $391,613 for
the six months ended March 31, 2003 and 2002, respectively. During the three and
six months ended March 31, 2003, the Enterprise paid rent for office space and
purchased certain goods and services from the Tribe and its businesses in the
amount of $1,783,513 and $2,915,243, respectively. During the three and six
months ended March 31, 2002, the Enterprise paid rent for office space and
purchased certain goods and services from the Tribe and its businesses in the
amount of $618,454 and $1,980,650, respectively.
The Enterprise purchases coarse paper and janitorial supplies from Choctaw Paper
Company, Inc. in the ordinary course of business. Choctaw Paper Company, Inc. is
majority owned by a member of the Enterprises' board of directors. During the
three and six months ended March 31, 2003, the Enterprise made purchases of
$380,682 and $728,847 respectively, from Choctaw Paper Company, Inc. During the
three and six months ended March 31, 2002, the Enterprise made purchases of
$233,905 and $388,228, respectively from Choctaw Paper Company, Inc.
The Enterprise paid $62,500 to the Tribal/State Tourism Fund for the promotion
of tourism in Mississippi for each of the three month periods ended March 31,
2003 and 2002, as required under the Tribal-State Compact. The Choctaw Gaming
Commission was paid $633,223 and $548,579 for the three months ended March 31,
2003 and 2002, respectively, and $1,298,725 and $1,111,350 for the six months
ended March 31, 2003 and 2002, respectively, for fees assessed at 1% of gaming
revenues per the Tribal Code and employee licensing fees. Amounts paid to the
Choctaw Gaming Commission along with amounts paid to the Tribal/State Tourism
fund are included in selling, general and administrative expense for the three
and six month periods ended March 31, 2003 and 2002.
The Choctaw Development Enterprise, a wholly owned enterprise of the Tribe, was
paid $ -0- and $291,772 for the three months ended March 31, 2003 and 2002,
respectively, and $ -0- and $1,021,202 for the six months ended March 31, 2003
and 2002, respectively, for the construction of administrative offices and a
hospitality institute. Choctaw Development Enterprise was paid $57,000 for the
six months ended March 31, 2002 for construction related to the Golden Moon
project.
During the three months and six months ended March 31, 2003 the Tribe
contributed $142,422 and $693,387 in cash, respectively to fund construction and
development of Geyser Falls. During the three months ended March 31, 2003, the
Tribe contributed property and equipment to the Enterprise at the Tribe's cost
of $986,162.
During November 2001, the Tribe purchased on behalf of the Enterprise a 2000
model King Air aircraft. The total purchase price of this aircraft was
$4,551,215, of which $4,501,215 was paid by the Tribe. At the time of purchase,
the aircraft was transferred to the Enterprise and a corresponding non-interest
bearing payable to the Tribe was established. During the three months ended
March 31, 2003 and 2002, the Enterprise made payments to the Tribe totaling $
- -0- and $750,205, respectively, and $ -0- and $1,125,306 for the six months
ended March 31, 2003 and 2002, respectively, in connection with this purchase.
At March 31, 2003, $1,125,891 was due to the Tribe under this note and is
included in Due to Tribe.
14
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
On October 26, 1999, the Enterprise, entered into a note agreement with MBCI
Resort and Capital Fund, a related party, in the amount of $300,000 that is
payable on demand with annual interest of 6% due monthly.
Note 8--Employee Benefit Plans
Employees of the Enterprise are eligible to participate in the Tribe's 401(k)
plan. The Enterprise expensed contributions of $563,418 and $464,885 for the
three months ended March 31, 2003 and 2002, respectively and $1,055,319 and
$960,331 for the six months ended March 31, 2003 and 2002, respectively.
The Enterprise has no formal commitments to provide post-retirement health care
benefits to retirees.
Note 9 --Contingencies
The Enterprise is subject to various claims and litigation in the normal course
of business. In the opinion of management, all pending legal matters are either
adequately covered by insurance or, if not insured, will not have a material
adverse impact on the Enterprise's financial position, results of operations or
cash flows.
Note 10--Subsequent Events
On April 28, 2003 the Enterprise distributed $7,375,000 to the Tribe.
Note 11--Recently Issued Accounting Pronouncements
On April 30, 2002 the FASB issued SFAS No. 145 (SFAS 145), Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. In rescinding FASB Statement No. 4 (SFAS 4), Reporting Gains and
Losses from Extinguishment of Debt, and FASB Statement 64 (SFAS 64),
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements, SFAS 145
eliminates the requirement that gains and losses from the extinguishment of debt
be aggregated and, if material, classified as an extraordinary item, net of the
related income tax effect. However, pursuant to SFAS 145, an entity would not be
prohibited for classifying such gains and losses as extraordinary items so long
as they meet the criteria in paragraph 20 of Accounting Principles Board Opinion
No. 30 (APB 30), Reporting the Results of Operations, Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. The Enterprise has adopted the provisions of
SFAS 145 which have had no effect on the financial statements.
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." This interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued. It also clarifies (for guarantees
issued after January 1, 2003) that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the obligations
undertaken in issuing the guarantee. At March 31, 2003, the Enterprise does not
have any outstanding guarantees and accordingly does not expect the adoption of
FIN 45 to have any impact on its financial position, results of operations or
cash flows.
15
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
This interpretation addresses the requirements for business enterprises to
consolidate related entities in which they are determined to be the primary
economic beneficiary as a result of their variable economic interests. The
interpretation is intended to provide guidance in judging multiple economic
interests in an entity and in determining the primary beneficiary. The
interpretation outlines disclosure requirements for VIEs created after January
31, 2003. The Enterprise has reviewed its major relationships and its overall
economic interests with other companies consisting of related parties and other
suppliers to determine the extent of its variable economic interest in theses
parties. The review has not resulted in a determination that it would be judged
to be the primary beneficiary in any material relationships, or that any
material entities would be judged to be Variable Interest Entities of the
Enterprise.
16
Item 2.
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002
- --------------------------------------------------------------------------------
The following discussion and analysis of the financial condition and results of
operations should be read together with the financial statements and notes
thereto.
Net Revenues. Net revenues were $75.7 million for the quarter ended March 31,
2003 compared to $63.1 million for the quarter ended March 31, 2002. The $12.6
million, or 20.0% increase in net revenue was primarily due to increases in
gaming, room, food and other revenue attributable to operations of the Golden
Moon, which opened August 26, 2002. Net revenues were $144.2 million for the six
months ended March 31, 2003 compared to $120.3 million for the six months ended
March 31, 2002. The $23.9 million, or 19.9% increase in net revenue was
primarily due to increases in gaming, room, food and other revenue attributable
to operations of the Golden Moon. Complimentary revenues are included in gross
revenues but are deducted as a promotional allowance to arrive at net revenues.
Casino. Casino revenues increased $11.0 million, or 18.7%, to $70.1 million for
the quarter ended March 31, 2003 from $59.1 million for the quarter ended March
31, 2002. Casino revenues were $132.0 million for the six months ended March 31,
2003 compared to $112.7 million for the six months ended March 31, 2002, an
increase of $ 19.3 million, or 17.2%.
Table game activity increased as reflected in table games drop. The table game
drop was $54.0 million for the quarter ended March 31, 2003 compared to table
game drop of $42.4 million for the quarter ended March 31, 2002. This reflects
an increase in table activity of $11.6 million or 27.4% over the corresponding
period in 2002. Table game revenue was $10.2 million for the quarter ended March
31, 2003 compared to $7.8 million for the quarter ended March 31, 2002, an
increase of $2.4 million, or 30.8%. The increase in revenue is primarily due
increased table game drop combined with a higher hold percentage for the quarter
ended March 31, 2003 as compared to the quarter ended March 31, 2002. Table game
hold percentage was 18.9% for the quarter ended March 31, 2003 compared to 18.4%
for the quarter ended March 31, 2002. The table game drop was $103.4 million for
the six months ended March 31, 2003 compared to table game drop of $85.9 million
for the six months ended March 31, 2002. This reflects an increase in table
activity of $17.5 million or 20.4% over the corresponding period in 2002. Table
game revenue was $18.3 million for the six months ended March 31, 2003 compared
to $16.2 million for the six months ended March 31, 2002, an increase of $2.1
million, or 13.0%. The increase in revenue is primarily due to increased table
game drop for the six months ended March 31, 2003 as compared to the six months
ended March 31, 2002. Table game hold percentage was 17.7% for the six months
ended March 31, 2003 compared to 18.9% for the six months ended March 31, 2002.
The increase in table game activity for both the three months and six months is
primarily attributable to the opening of the Golden Moon. Table game hold
percentage is reasonably predictable over the long-term, but can fluctuate
significantly from quarter to quarter, affecting table games revenue.
Slot revenues were $59.4 million for the quarter ended March 31, 2003 compared
to $51.0 million for the quarter ended March 31, 2002, an increase of $8.4
million or 16.5%. The increase is due to an increase in coin in for the quarter
ended March 31, 2003 compared to the quarter ended March 31, 2002. Slot revenues
were $112.8 million for the six months ended March 31, 2003 compared to $95.8
million for the six months ended March 31, 2002, an increase of $17.0 million or
17.8%. The increase is primarily due to an increase in coin-in for the six
months ended March 31, 2003, compared to the same period in the prior year. The
increase in coin in during both the three and six months ended March 31, 2003 is
primarily attributable to operations of the Golden Moon.
17
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
Food and Beverage. For the quarter ended March 31, 2003, food and beverage
revenues were $8.3 million, an increase of approximately $2.7 million, or 48.3%,
from $5.6 million for the quarter ended March 31, 2002. During the quarter ended
March 31, 2003, the Silver Star and Golden Moon turned 514,000 covers with an
average revenue per cover of $12.21. For the quarter ended March 31, 2002, the
Silver Star turned 354,500 covers with an average revenue per cover of $11.70.
For the six months ended March 31, 2003, food and beverage revenues were $15.6
million, an increase of approximately $4.6 million, or 41.8%, from $11.0 million
for the six months ended March 31, 2002. During the six months ended March 31,
2003, the Silver Star and Golden Moon turned 967,000 covers with an average
revenue per cover of $12.00 compared to 672,500 covers with an average revenue
per cover of $12.28 during the six months ended March 31, 2002.
Rooms. Room revenues were $3.7 million for the quarter ended March 31, 2003
compared to $2.1 million for the quarter ended March 31, 2002. There was an
increase in the average daily room rate to $53.88 for the quarter ended March
31, 2003 from $52.32 for the quarter ended March 31, 2002. Our occupancy rate
was 76.0 % for the quarter ended March 31, 2003 compared to 90.5% for the
quarter ended March 31, 2002. With the opening of Golden Moon, the Enterprise
now has a total of 1,067 rooms for the quarter ended March 31, 2003 compared to
496 rooms for the quarter ended March 31, 2002. During the quarter ended March
31, 2003, 77.11% of our hotel revenue was attributable to rooms occupied by
Silver Star and Golden Moon customers on a complimentary basis compared to 57.6%
for the quarter ended March 31, 2002. Room revenues were $7.5 million and $4.1
million for the six months ended March 31, 2003 and 2002, respectively.
Other. Other revenues increased $1.3 million to $3.3 million for the quarter
ended March 31, 2003 from $2.0 million for the quarter ended March 31, 2002.
Other revenues are comprised primarily of revenue from the casino's various
retail outlets, the convention center, fees earned from cash advances to
customers, other miscellaneous items, Dancing Rabbit, Geyser Falls and the
Choctaw Hospitality Institute. The increase in other revenue is primarily
attributable to an increase in retail, golf revenue and revenue generated by the
Choctaw Hospitality Institute. Retail revenues were up $0.8 million or 160% to
$1.3 million for the quarter ended March 31, 2003 compared to $0.5 million for
the quarter ended March 31, 2002. For the quarter ended March 31, 2003 golf
revenues from the Dancing Rabbit Golf Club were $0.9 million up $0.3 million or
50% from $0.6 million for the quarter ended March 31, 2002. The increase in golf
revenue for the quarter is attributable to increased golf rounds as well as an
increase in merchandise sales. Revenue generated by the Choctaw Hospitality
Institute was $0.6 million for the quarter ended March 31, 2003 compared to none
for the quarter ended March 31, 2002. Convention center revenues for the quarter
ended March 31, 2003 were down $0.4 million to $0.2 million from $0.6 million
for the quarter ended March 31, 2002. For the six months ended March 31, 2003
other revenues were $6.9 million compared to $4.0 million for the six months
ended March 31, 2002, a $2.9 million or 72.5% increase. The increase in other
revenue is primarily attributable to an increase in retail, other revenue
including telephone, spa charges and miscellaneous items, and revenue generated
by the Choctaw Hospitality Institute. Retail revenues were $2.4 million compared
to $1.0 million for the six months ended March 31, 2002, a $1.4 million or 140%
increase. Golf revenues from the Dancing Rabbit Golf Club were unchanged at $1.4
million for the six months ended March 31, 2003 and 2002. Revenue generated by
the Choctaw Hospitality Institute was $1.1 million for the six months ended
March 31, 2003 compared to none for the six months ended March 31, 2002.
Convention center revenues for the six months ended March 31, 2003 were down
$0.1 million to $1.0 million from $1.1 million for the six months ended March
31, 2002. For the six months ended March 31, 2003 other revenue including
telephone, spa charges and miscellaneous items was $0.9 million, up $0.2 million
compared to $0.7 million for the six months ended March 31, 2002.
18
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
Promotional Allowances. Promotional allowances totaled $9.7 million for the
quarter ended March 31, 2003, representing a $4.0 million or 70.2% increase over
promotional allowances of $5.7 million for the quarter ended March 31, 2002.
Promotional allowances as a percent of casino revenues were 13.8% for the three
months ended March 31, 2003 compared to 9.6% for the three months ended March
31, 2002. Promotional allowances were $17.8 million for the six months ended
March 31, 2003, representing a $6.3 million or 54.8% increase over promotional
allowances of $11.5 million for the six months ended March 31, 2002. During the
six months ended March 31, 2003, promotional allowances increased to 13.4% of
casino revenues, from 10.2% during the six months ended March 31, 2002. The
increase in promotional allowances is the result of management's efforts to
reward valued guests and increase market share.
Costs and Expenses. Total costs and expenses were $55.7 million for the quarter
ended March 31, 2003 compared to $32.4 million for the quarter ended March 31,
2002, an increase of $23.3 million or 72%. Total costs and expenses were $108.9
million for the six months ended March 31, 2003 compared to $66.9 million for
the six months ended March 31, 2002, an increase of $42.0 million or 62.8%. The
increase for both periods is primarily attributable to additional operating
costs associated with Golden Moon.
Casino. Casino costs and expenses were $21.2 million for the quarter ended March
31, 2003, compared to $15.2 million for the quarter ended March 31, 2002, an
increase of $6.0 million or 39.5%. Casino costs and expenses were $43.0 million
for the six months ended March 31, 2003, compared to $31.0 million for the six
months ended March 31, 2002, an increase of $12.0 million or 38.7%. The increase
for both the quarter and six-month period is primarily attributable to
additional operating costs associated with the Golden Moon.
Food and Beverage. Food and beverage costs were $3.2 million for the quarter
ended March 31, 2003 compared to $2.0 million for the quarter ended March 31,
2002, an increase of $1.2 million or 60.0%. Food and beverage costs were $6.6
million for the six months ended March 31, 2003 compared to $3.6 million for the
six months ended March 31, 2002. The increase for both the quarter and six-month
period is primarily attributable to the increase in the number of restaurant
covers and additional operating costs associated with the Golden Moon.
Other. Other costs and expenses were $2.1 million for the three months ended
March 31, 2003, compared to $1.5 million for the three months ended March 31,
2002, an increase of $0.6 million, or 40.0%. Other costs and expenses were $4.7
million for the six months ended March 31, 2003, compared to $3.5 million for
the six months ended March 31, 2002, an increase of $1.2 million, or 34.3%.
Other expenses are comprised of the costs related to the operation of retail
outlets and the convention center. Also included in other expenses are the
operating expenses of the Dancing Rabbit and Geyser Falls. Golf operating
expenses were $1.1 million for the three months ended March 31, 2003 and $0.9
million for the three months ended March 31, 2002, an increase of $0.2 million,
or 22.3%. Golf operating expenses were $2.2 million for the six months ended
March 31, 2003 compared to $2.0 million for the six months ended March 31, 2002,
an increase of $0.2 million or 10 %. The increase in golf operating expenses for
the quarter and six-month period is attributable to increased golf rounds.
Geyser Falls operating expenses were $0.3 million and $0.7 million respectively
for the quarter and six-month period ended March 31, 2003 compared to none for
the comparable periods of the prior year.
19
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
Selling, General and Administrative. Selling, general and administrative costs
and expenses were $17.9 million for the quarter ended March 31, 2003 compared to
$8.7 million for the quarter ended March 31, 2002, an increase of $9.2 million
or 105.8%. Selling, general and administrative costs and expenses were $33.1
million for the six months ended March 31, 2003 compared to $18.6 million for
the six months ended March 31, 2002, an increase of $14.5 million or 78.0%. The
increase in selling, general and administrative expense for both the quarter and
six months ended March 31, 2003 are primarily due to additional administrative
costs associated with operation of Golden Moon.
Depreciation. Depreciation expense was $7.9 million for the quarter ended March
31, 2003 compared to $3.5 million for the quarter ended March 31, 2002.
Depreciation expense was $14.9 million for the six months ended March 31, 2003
compared to $7.0 million for the six months ended March 31, 2002. The increase
for both the quarter and six months ended are primarily attributable to
additional depreciation related to property and equipment and construction costs
incurred for Golden Moon and Geyser Falls.
Operating Income (loss). Operating income was $20.0 million for the quarter
ended March 31, 2003 compared to $30.6 million for the quarter ended March 31,
2002, a decrease of $10.6 million, or 34.7%. Operating income was $35.3 million
for the six months ended March 31, 2003 compared to $53.4 million for the six
months ended March 31, 2002, a decrease of $18.1 million, or 33.9%. The decrease
is primarily attributable to additional operating costs associated with
operation of the Golden Moon, and to a lesser extent, the revenue and expense
variations previously discussed.
Other Income (Expense). Other expense was $6.0 million for the quarter ended
March 31, 2003 compared to other income of $0.8 million for the quarter ended
March 31, 2002, representing an increase in expense of $6.8 million which is
primarily attributed to an increase in interest expense of approximately $3.2
million, a decrease in interest income of $0.3 million, the recognition of $3.0
million of other income during the quarter ended March 31, 2002, due to the
insurance settlement described below and $0.3 million decrease in other income
related to the effect of interest rate changes on the interest swap agreement.
Other expense was $11.9 million for the six months ended March 31, 2003 compared
to other expense of approximately $2.0 million for the six months ended March
31, 2002, representing an increase in expense of $9.9 million which is
attributed to an increase in interest expense of approximately $5.3 million, a
decrease in interest income of $1.4 million, the recognition of $3.0 million of
other income during the six months ended March 31, 2002 due to the insurance
settlement described below and $0.3 million decrease in other income related to
the effect of interest rate changes on the interest swap agreement. Other income
(expense) is comprised of interest income minus interest expense (net of
capitalized interest) and other expense. On January 10, 2002 a settlement
agreement for the insurance claim related to the April 2000 flood was entered
into between the Enterprise and the insurance carriers. During the quarter ended
March 31, 2002, the Enterprise received $3.0 million which represented the
entire amount of the settlement. During the quarter ended March 31, 2002 the
Enterprise recognized $2.5 million of other income and $550,000 as a gain on
disposal of assets related to the insurance settlement.
Effective October 1, 2000, the Enterprise adopted Statement of Financial
Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments
and Hedging Activities", as amended by Statement of Financial Accounting
Standards No. 138. The interest rate swap agreement referred to above is defined
as a derivative instrument under SFAS 133. Although the Enterprise had
designated this interest rate swap agreement as a hedge since its inception on
February 1, 2000, the Enterprise did not elect to seek hedge accounting for this
agreement upon adoption of SFAS 133. Accordingly, during the three months ended
March 31, 2003 and 2002, the Enterprise recognized other income of $200,000 and
$500,000 respectively, attributed to the effect of interest rate changes on the
interest rate swap agreement. During the six months ended March 31, 2003 and
2002, the Enterprise recognized other income of $500,000 and $700,000,
respectively, attributed to the effect of interest rate changes on the interest
rate swap agreement.
20
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the recorded amount of assets and
liabilities at the date of the financial statements and revenues and expenses
during the period. Significant accounting policies employed by the Enterprise,
including the use of estimates and assumptions are presented in the Notes to the
Consolidated Financial Statements. Management bases its estimates on it's
historical experience, together with other relevant factors, in order to form
the basis for making judgments which will affect the carrying value of assets
and liabilities. On an ongoing basis, management evaluates its estimates and
makes changes to carrying values as deemed necessary and appropriate. The
Enterprise believes that estimates related to the following areas involve a high
degree of judgment and/or complexity; the allowance for doubtful accounts
receivable, estimated accruals for jackpots and slot club bonus points, self
insurance related to employee health plans and contingencies related to customer
claims in the ordinary course of business.
The Enterprise maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments, which
results in bad debt expense. The Enterprise determines the adequacy of this
allowance by periodically evaluating individual customer receivables and
considering the customer's financial condition, credit history and current
economic conditions. If the financial condition of customers were to
deteriorate, resulting in an impairment of their ability to make payments, the
Enterprise may increase the allowance.
The Enterprise maintains accruals for health and workers compensation
self-insurance and slot club point redemption, which are classified as accrued
liabilities in the balance sheets. The Enterprise determines the adequacy of
these accruals by periodically evaluating the historical experience and
projected trends related to these accruals. If such information indicates that
these accruals are overstated or understated, the Enterprise will adjust the
assumptions utilized in the methodologies and reduce or provide for additional
accruals as appropriate.
The Enterprise is subject to various claims and legal actions in the ordinary
course of business. Some of these matters include personal injuries to customers
and damage to customers' personal assets. The Enterprise estimates guest claims
and accrues for such liability based on historical experience in accrued
liabilities in the balance sheets.
21
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
Liquidity and Capital Resources
As of March 31, 2003, the Enterprise held cash and cash equivalents of $50.0
million. Our principal sources of liquidity have consisted of cash provided by
operating activities and debt financing. Cash provided by operating activities
was $32.2 million in the six months ended March 31, 2003 compared to $54.9
million in the six months ended March 31, 2002. The decrease of $22.7 million
was due primarily to the decrease in net income to $23.4 million in the six
months ended March 31, 2003 from $51.4 million in the six months ended March 31,
2002.
Cash used in investing activities in the six months ended March 31, 2003 totaled
$31.9 million of which $34.5 million was for capital expenditures. During the
six months ended March 31, 2003 cash provided by investing activities totaled
$2.6 million and was the result of changes in restricted cash. Cash used in
investing activities in the six months ended March 31, 2002 totaled $19.2
million of which $102.3 million was for capital expenditures. The Enterprise
received $82.5 million from the sale of short-term investments and received
proceeds of $0.6 million from the disposal of property and equipment during the
six months ended March 31, 2002.
The Enterprise's outstanding revolving credit facility restricts our ability to
make capital expenditures. The Enterprise may not spend more than $10 million on
capital expenditures and improvements in any fiscal year for each of the Silver
Star and Golden Moon (following its opening). In addition, we are limited to a
maximum construction expenditure, exclusive of the Golden Moon project, which
includes the parking garage adjacent to the Silver Star, of $25 million during
the term of this loan. In the ordinary course of business, we will continue to
maintain and improve the Silver Star and Golden Moon as necessary to continue to
provide a competitive and attractive facility to our customers. We intend to
make capital expenditures up to the amounts permitted under our credit
facilities to maintain the property.
We had $ -0- of restricted cash as of March 31, 2003 and $2.6 million at
September 30, 2002. The balances were required by the Management Agreement for
employment, workers compensation and other third party claims not otherwise
covered by insurance proceeds that may be filed or become due after the date the
Management Agreement was terminated. The claims reserve survived until January
31, 2003 and the unused portion of the claims reserve became unrestricted at
that time.
Cash used in financing activities was $23.2 million in the six months ended
March 31, 2003 compared to $43.2 million cash used in the six months ended March
31, 2002. The primary use of cash in each period was distributions to the Tribe
of $48.9 million and $43.2 million in the six months ended March 31, 2003 and
2002, respectively. The primary source of funds provided by financing activities
during the six months ended March 31, 2003 was $25.0 million drawn on the
revolving credit facility. In addition the Tribe contributed cash of $0.7
million to the Enterprise related to construction and development of Geyser
Falls.
On December 19, 2000, the Enterprise entered into a $125.0 million reducing
senior secured revolving credit facility. The Facility has a maturity date of
December 28, 2005. Borrowings available under the Facility will reduce quarterly
beginning on December 31, 2002, in the amount of $6.25 million per quarter,
until the amount of the facility has been reduced to $40 million. Accordingly,
borrowing capacity available under Facility has been reduced to $112,500,000, of
which $100,000,000 was outstanding at March 31, 2003. The interest rate on the
facility varies based upon the Enterprise's total recourse debt to gaming EBITDA
ratio, as defined. The Facility contains certain affirmative and negative
covenants, including limiting the Enterprise's Total Leverage Ratio and Fixed
Charge Coverage Ratio, as defined, during the term of the agreement.
22
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
The terms of the notes and the revolving credit facility restrict the
Enterprise's ability to sell or dispose of assets, incur additional debt or
contingent obligations, extend credit, make investments, commingle our assets
with the assets of other Tribal business enterprises, require us to maintain
certain financial ratios, limit our ability to make distributions to the Tribe
and limit the amount of capital expenditures we may incur related to the Silver
Star and Golden Moon.
The notes contain certain covenants that restrict our ability to borrow
additional money, pay dividends or make other distributions, make investments,
create liens, enter into certain transactions with affiliates, and sell certain
assets or merge with or into another person. Under specific circumstances, the
covenant limiting our ability to make certain payments, distributions and
investments will be suspended. The indenture prescribes that the Enterprise may
make an annual distribution to the Tribe (the "Annual Service Payment") in the
amount of $55 million per year (payable in equal monthly installments), which
amount is increased annually on each September 30, commencing with September 30,
2001, by 5% per annum. Any distributions to the Tribe are made at the Tribe's
discretion, but distributions other than the Annual Service Payment (referred to
as "Restricted Payments") are limited by the covenants of the Indenture. The
most significant of such covenants limit Restricted Payments such that the
cumulative Restricted Payments from inception of the Indenture shall not exceed
50% of the Enterprise's cumulative net income (with measurement commencing on
January 1, 2001) plus $75 million. Restricted Payments are further limited by
the Indenture's requirement for the Enterprise to maintain a minimum Fixed
Charge Coverage Ratio (as defined) of 2.5 to 1 (increasing to 3.0 to 1 after
December 31, 2001), and thus limiting the Enterprise's ability to incur
additional debt to make Restricted Payments.
During the three months ended December 31, 2002, the Enterprise violated
covenants related to the Fixed Charge Coverage Ratio and the Total Leverage
Ratio under the Facility. The Enterprise received a waiver for such covenant
violations from the Facility lender. The Enterprise is required to meet these
covenants each quarter. Accordingly the Enterprise entered negotiations relating
to modification of this covenant with the Facility lender in order to ensure
future compliance. On March 25, 2003 the Enterprise successfully completed these
negotiations, which resulted in modification of terms of the credit facility.
Based on the amended terms of the credit facility, the Enterprise is in
compliance with the Fixed Charge Coverage Ratio and the Total Leverage Ratio at
March 31, 2003 and management believes the Enterprise will achieve compliance
with both the Fixed Charge Coverage Ratio and the Total Leverage Ratio going
forward. As of March 31, 2003, management believes that the Enterprise is in
compliance with all other debt covenants under the Notes and the Facility.
As of March 31, 2003 and September 30, 2002 the Tribe had outstanding
liabilities of $2.2 million and $2.4 million, respectively, under credit
facilities with $2.8 million and $3.2 million, respectively, available in
borrowings, which did not preclude recourse to assets held by the Enterprise.
The Enterprise believes that existing cash balances, operating cash flow and
anticipated borrowings under the credit facilities and the offering of the Notes
will provide sufficient resources to fund operations and to meet our debt
payment obligations and expected distributions to the Tribe and foreseeable
capital expenditure requirements at the Silver Star and Golden Moon.
23
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
The following table presents the long-term debt maturities and future minimum
lease payments under non-cancellable leases.
Fiscal years ending September 30,
-------------------------------------------------------------------------------------------------------------
2003 2004 2005 2006 2007 Thereafter Total
---------- ------------- ------------- ------------- ------------- -------------- --------------
Long-term debt $ 300,000 $ 25,000,000 $ 25,000,000 $ 50,000,000 $ - $ 200,000,000 $ 300,300,000
Operating leases 357,704 14,778 - - - - 372,482
---------- ------------- ------------- ------------- ------------- -------------- --------------
$ 657,704 $ 25,014,778 $ 25,000,000 $ 50,000,000 $ - $ 200,000,000 $ 300,672,482
---------- ------------- ------------- ------------- ------------- -------------- --------------
Additionally and in accordance with the Tribal Code, the Enterprise is required
to remit to the Choctaw Gaming Commission a monthly fee equal to 1% of gaming
revenues. Also, and in accordance with the Compact the Enterprise is required to
provide $250,000 annually to the State of Mississippi to be used for advertising
and tourism promotional activities.
Recently Issued Accounting Pronouncements
On April 30, 2002 the FASB issued SFAS No. 145 (SFAS 145), Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. In rescinding FASB Statement No. 4 (SFAS 4), Reporting Gains and
Losses from Extinguishment of Debt, and FASB Statement 64 (SFAS 64),
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements, SFAS 145
eliminates the requirement that gains and losses from the extinguishment of debt
be aggregated and, if material, classified as an extraordinary item, net of the
related income tax effect. However, pursuant to SFAS 145, an entity would not be
prohibited for classifying such gains and losses as extraordinary items so long
as they meet the criteria in paragraph 20 of Accounting Principles Board Opinion
No. 30 (APB 30), Reporting the Results of Operations, Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. SFAS 145 is effective for transactions
occurring after May 15, 2002 and is effective for financial statements issued on
or after May 15, 2002. The Enterprise has adopted the provisions of SFAS 145
which have had no effect on the financial statements.
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." This interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued. It also clarifies (for guarantees
issued after January 1, 2003) that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the obligations
undertaken in issuing the guarantee. At March 31, 2003, the Enterprise does not
have any outstanding guarantees and accordingly does not expect the adoption of
FIN 45 to have any impact on its financial position, results of operations or
cash flows.
24
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
This interpretation addresses the requirements for business enterprises to
consolidate related entities in which they are determined to be the primary
economic beneficiary as a result of their variable economic interests. The
interpretation is intended to provide guidance in judging multiple economic
interests in an entity and in determining the primary beneficiary. The
interpretation outlines disclosure requirements for VIEs created after January
31, 2003. The Enterprise has reviewed its major relationships and its overall
economic interests with other companies consisting of related parties and other
suppliers to determine the extent of its variable economic interest in theses
parties. The review has not resulted in a determination that it would be judged
to be the primary beneficiary in any material relationships, or that any
material entities would be judged to be Variable Interest Entities of the
Enterprise.
Impact of Inflation
Absent changes in competitive and economic conditions or in specific prices
affecting the industry, we do not expect that inflation will have a significant
impact on our operations. Changes in specific prices, such as fuel and
transportation prices, relative to the general rate of inflation may have a
material adverse effect on the hotel and casino industry in general.
Regulation and Taxes
The Silver Star and Golden Moon are subject to extensive regulation by the
Choctaw Gaming Commission. Changes in applicable laws or regulations could have
a significant impact on our operations.
The Enterprise is owned by the Tribe, a federally recognized Indian Tribe
located on reservation land held in trust by the United States of America;
therefore, the Enterprise was not subject to federal or state income taxes for
the three or six month periods ended March 31, 2003 or 2002, nor is it
anticipated that the Enterprise will be subject to such taxes in the future.
Various efforts have been made in the United States Congress over the past
several years to enact legislation that would subject the income of tribal
business entities, such as the Enterprise, to federal income tax. Although no
such legislation has been enacted, similar legislation could be passed in the
future. A change in our non-taxable status could have a material adverse affect
on our cash flows from operations.
Disclosure Regarding Forward-Looking Statements
Certain information included in this Quarterly report and other materials filed
or to be filed by the Enterprise with the Securities and Exchange Commission
contains forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934. Such statements include information relating to
plans for future expansion and other business development activities as well as
other capital spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements made by or on
behalf of the Enterprise. These risks and uncertainties include, but are not
limited to, those relating to development and construction activities,
dependence on existing management, leverage and debt service, domestic or global
economic conditions,
25
Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Three and Six Months Ended March 31, 2003
Compared to Three and Six Months Ended March 31, 2002 (Continued)
- --------------------------------------------------------------------------------
pending litigation, changes in federal tax laws or the administration of such
laws and changes in gaming laws or regulations (including the legalization of
gaming in certain jurisdictions).
26
Item 3. Quantitative and Qualitative Disclosure About Market Risk
- --------------------------------------------------------------------------------
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. The Enterprise's primary exposure to market risk is interest rate risk
associated with our long-term debt. The Enterprise had previously entered into
an interest rate swap agreement to fix the interest rate on our term loan at
8.25%. Pursuant to the Indenture dated March 30, 2001, we used a portion of the
proceeds from the offering of the notes to repay the remaining outstanding
balance under the Loan. Upon the prepayment of the related installment note
agreement, the Enterprise did not settle the existing interest rate swap
agreement. At March 31, 2003, the interest rate swap agreement had a notional
amount of $17.2 million. The notional amount does not represent amounts
exchanged by the parties, and thus is not a measure of exposure to the
Enterprise. The amount exchanged is based on the notional amount. The fair value
liability of our interest rate swap is based on the cash termination value of
the agreement using quotes from our counter-party and was approximately $0.5
million at March 31, 2003. If the floating rate increased 25 basis points,
interest expense under the swap agreement for the three and six months ended
March 31, 2003 would have been lower by $11,621 and $26,758, respectively.
Additionally, current borrowings under the revolving credit facility bear
interest at the LIBOR base rate plus a margin rate of 2.5% to 2.75%. If the
LIBOR base rate had increased 25 basis points, interest expense under the
revolving credit facility would been higher by $62,500 and $121,007 during the
three and six months ended March 31, 2003, respectively.
Management has and will continue to limit our exposure to interest rate risk by
maintaining a conservative ratio of fixed rate, long-term debt to total debt
such that variable rate exposure is kept at an acceptable level and fixing
certain long-term variable rate debt through the use of interest rate swaps or
interest rate caps with appropriately matching maturities.
27
Item 4. Controls and Procedures
- --------------------------------------------------------------------------------
The Enterprise maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Enterprise's reports
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Enterprise's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Management necessarily applied its judgment in
assessing the costs and benefits of such controls and procedures which, by their
nature, can provide only reasonable assurance regarding management's control
objectives.
Within 90 days prior to the date of this Form 10-Q, the Enterprise carried out
an evaluation, under the supervision and with the participation of the
Enterprise management, including the Enterprise's Chief Executive Officer along
with the Enterprise's Chief Financial Officer, of the effectiveness of the
design and operation of the Enterprise's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Enterprise's
Chief Executive Officer along with the Enterprise's Chief Financial Officer
concluded that the Enterprise's disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Enterprise in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms. There have been no significant changes in
the Enterprise's internal controls or in other factors which could significantly
affect internal controls subsequent to the date the Enterprise carried out its
evaluation.
28
PART II Other Information
- --------------------------------------------------------------------------------
Item 1. Legal Proceedings.
The Enterprise is subject to various claims and litigation in the normal course
of business. In the opinion of management, all pending legal matters are either
adequately covered by insurance or, if not insured, will not have a material
adverse impact on the Enterprise's financial position, results of operations or
cash flows.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable
Note 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits.
99.1* Certification of the President Pursuant to 18 U.S.C. Section 1350
99.2* Certification of the Vice President of Resort Finance Pursuant to
18 U.S.C. Section 1350
* Filed herewith
(b) Reports on Form 8-K.
None
29
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Indenture, the Enterprise has duly caused
this Quarterly Report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: May 14, 2003 Choctaw Resort Development Enterprise
By: /s/ Jay Dorris
--------------
Jay Dorris
President
Choctaw Resort Development Enterprise
By: /s/ Michael A. Donald
---------------------
Michael A. Donald
Vice President of Resort Finance
Choctaw Resort Development Enterprise
(Principal Financial and Accounting Officer)
30
SIGNATURES
- --------------------------------------------------------------------------------
CERTIFICATION OF PRESIDENT
I, Jay Dorris, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Choctaw Resort
Development Enterprise;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 audit
committee of registrant's board of directors (or persons performing the
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
quarterly report whether 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.
May 14, 2003
/s/ Jay Dorris
--------------
Jay Dorris
President (Principal Executive Officer)
31
SIGNATURES
- --------------------------------------------------------------------------------
CERTIFICATION OF VICE PRESIDENT OF RESORT FINANCE
I, Michael A. Donald, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Choctaw Resort
Development Enterprise;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 audit
committee of registrant's board of directors (or persons performing the
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
quarterly report whether 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.
May 14, 2003
/s/ Michael A. Donald
----------------------
Michael A. Donald
Vice President of Resort Finance
(Principal Financial and Accounting Officer)
32
SIGNATURES
- --------------------------------------------------------------------------------
Exhibit 99.1
Certification of President
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of Choctaw Resort Development Enterprise
(the "Enterprise) hereby certifies, to the best of such officer's knowledge,
that:
(i) the Quarterly Report on Form 10-Q of the Enterprise for the quarterly
period ended March 31, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Enterprise.
May 14, 2003 /s/ Jay Dorris
--------------
Jay Dorris
President (Principal Executive Officer)
A signed original of this written statement required by Section 906 has been
provided to Choctaw Resort Development Enterprise and will be retained by
Choctaw Resort Development Enterprise and furnished to the Securities and
Exchange Commission or its staff upon request.
Exhibit 99.2
Certification of Vice President of Resort Finance
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of Choctaw Resort Development Enterprise
(the "Enterprise) hereby certifies, to the best of such officer's knowledge,
that:
(i) the Quarterly Report on Form 10-Q of the Enterprise for the quarterly
period ended March 31, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Enterprise.
May 14, 2003 /s/ Michael A. Donald
----------------------
Michael A. Donald
Vice President of Resort Finance
(Principal Financial and Accounting Officer)
A signed original of this written statement required by Section 906 has been
provided to Choctaw Resort Development Enterprise and will be retained by
Choctaw Resort Development Enterprise and furnished to the Securities and
Exchange Commission or its staff upon request.
33