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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 2004
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) 663-0226
(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 ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act): Yes___ No _X_
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CHOCTAW RESORT DEVELOPMENT ENTERPRISE
INDEX TO QUARTERLY REPORT
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PART I -- FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2004 and September 30, 2003............................3
Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months
Ended March 31, 2004 and 2003......................................................................4
Consolidated Statement of Owner's Equity for the Six Months Ended March 31, 2004...................5
Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2004 and
2003...............................................................................................6
Notes to Consolidated Financial Statements ........................................................7
Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations.............16
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 Consolidated Financial Statements
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 2004 and September 30, 2003
- -------------------------------------------------------------------------------------------------------------
March 31, September 30,
2004 2003
-------------- --------------
Assets
Current assets:
Cash and cash equivalents $ 60,024,332 $ 49,712,096
Accounts receivable (net of allowance of
$2,839,155 and $3,092,390) 3,705,413 4,811,952
Inventories 2,258,304 2,251,395
Prepaid expenses and other 3,375,733 1,804,452
-------------- --------------
Total current assets 69,363,782 58,579,895
Property and equipment, net 408,277,596 423,192,331
Deferred loan costs, net 4,231,774 4,782,154
Other assets 3,289,885 3,414,389
-------------- --------------
Total assets $ 485,163,037 $ 489,968,769
-------------- --------------
Liabilities and Owner's Equity
Current liabilities:
Current maturities of long-term debt $ 25,000,000 $ 20,000,000
Accounts payable 3,754,261 6,094,984
Construction accounts payable 7,112,356 7,167,306
Due to Tribe 1,647 86
Accrued liabilities:
Accrued payroll and related 9,158,582 8,866,960
Accrued expenses and other liabilities 10,656,308 8,647,980
Accrued interest expense 9,529,849 9,723,473
-------------- --------------
Total current liabilities 65,213,003 60,500,789
Long term debt, net of current maturities 262,500,000 275,000,000
Commitments and contingencies
Owner's equity:
Contributed capital 155,419,610 154,528,735
Retained earnings 2,030,424 -
Accumulated other comprehensive loss - (60,755)
-------------- --------------
Total owner's equity 157,450,034 154,467,980
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Total liabilities and owner's equity $ 485,163,037 $ 489,968,769
-------------- --------------
The accompanying notes are an integral part of these consolidated financial statements.
3
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three and Six Months Ended March 31, 2004 and 2003
- ---------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
March 31, March 31,
------------------------------ --------------------------------
2004 2003 2004 2003
------------- ------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue:
Casino $ 71,893,599 $ 70,069,288 $ 138,858,467 $ 131,979,616
Food & beverage 8,506,941 8,278,758 16,467,506 15,632,395
Rooms 3,993,878 3,722,340 8,011,776 7,478,497
Other 2,844,012 3,298,547 6,159,552 6,911,263
------------- ------------- -------------- --------------
Gross revenue 87,238,430 85,368,933 169,497,301 162,001,771
Less: promotional allowances (9,018,546) (9,686,576) (17,855,153) (17,778,672)
------------- ------------- -------------- --------------
Net revenue 78,219,884 75,682,357 151,642,148 144,223,099
------------- ------------- -------------- --------------
Costs and expenses:
Casino 20,143,872 21,189,466 39,419,482 43,019,342
Food & beverage 2,944,571 3,164,845 5,831,732 6,555,389
Rooms 877,406 1,086,940 1,585,044 2,100,919
Other 2,435,127 2,125,913 4,508,278 4,689,466
Selling, general, and administrative 17,011,982 17,855,644 34,458,704 33,059,548
Maintenance and utilities 2,466,564 2,377,428 4,742,412 4,611,023
Depreciation 7,955,761 7,896,868 15,906,204 14,878,932
------------- ------------- -------------- --------------
Total 53,835,283 55,697,104 106,451,856 108,914,619
------------- ------------- -------------- --------------
Operating income 24,384,601 19,985,253 45,190,292 35,308,480
------------- ------------- -------------- --------------
Other income (expense):
Interest income 35,391 48,021 51,683 108,223
Interest expense, net of interest capitalized (5,914,087) (6,315,591) (11,960,810) (12,538,109)
Other income 8,923 234,777 56,259 487,468
------------- ------------- -------------- --------------
Total (5,869,773) (6,032,793) (11,852,868) (11,942,418)
------------- ------------- -------------- --------------
Net income 18,514,828 13,952,460 33,337,424 23,366,062
Other comprehensive income 15,224 42,933 60,755 84,932
------------- ------------- -------------- --------------
Comprehensive income $ 18,530,052 $ 13,995,393 $ 33,398,179 $ 23,450,994
------------- ------------- -------------- --------------
The accompanying notes are an integral part of these consolidated financial statements.
4
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
CONSOLIDATED STATEMENT OF OWNER'S EQUITY
For the Six Months Ended March 31, 2004
(Unaudited)
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Accumulated
Other Total
Contributed Retained Comprehensive Owner's
Capital Earnings Income (Loss) Equity
-------------- ------------- ---------------- --------------
Balances, September 30, 2003 $ 154,528,735 $ - $ (60,755) $ 154,467,980
Net income - 33,337,424 - 33,337,424
Contributed capital 890,875 - - 890,875
Distributions - (31,307,000) - (31,307,000)
Reclassification adjustment
under SFAS 133 - - 60,755 60,755
-------------- ------------- ---------------- --------------
Balances, March 31, 2004 $ 155,419,610 $ 2,030,424 $ - $ 157,450,034
-------------- ------------- ---------------- --------------
The accompanying notes are an integral part of these consolidated financial statements.
5
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2004 and 2003
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Six Months Ended
March 31,
------------------------------------
2004 2003
--------------- --------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income $ 33,337,424 $ 23,366,062
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 16,517,339 15,473,335
Loss on disposal of property and equipment 992,804 2,205
Change in operating assets and liabilities:
Accounts receivable, net 1,106,539 (475,733)
Inventories (6,909) (285,319)
Prepaid expenses and other (1,571,281) (1,998,994)
Other assets 82,004 (751,350)
Accounts payable and due to Tribe (2,339,162) (3,110,967)
Accrued liabilities 2,106,326 29,496
--------------- --------------
Net cash provided by operating activities 50,225,084 32,248,735
--------------- --------------
Cash flows from investing activities:
Acquisitions of property and equipment, net of
amounts in construction accounts payable (4,775,231) (34,480,521)
Net proceeds from disposal of property and equipment 2,778,508 -
Restricted cash - 2,617,915
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Net cash (used in) investing activities (1,996,723) (31,862,606)
--------------- --------------
Cash flows from financing activities:
Borrowing under credit facilities - 25,000,000
Repayment of long-term debt (7,500,000) -
Contributions of cash from Tribe 890,875 693,387
Distributions to Tribe (31,307,000) (48,864,288)
--------------- --------------
Net cash (used in) financing activities (37,916,125) (23,170,901)
--------------- --------------
Net increase (decrease) in cash and cash equivalents 10,312,236 (22,784,772)
Cash and cash equivalents at beginning of period 49,712,096 72,783,499
--------------- --------------
Cash and cash equivalents at end of period $ 60,024,332 $ 49,998,727
--------------- --------------
Supplemental disclosure of cash flow information:
Cash paid for interest $ 11,604,053 $ 12,000,757
--------------- --------------
Supplemental disclosure of non-cash investing and
financing activities:
Contributions of property and equipment from the Tribe $ - $ 986,162
--------------- --------------
Accounts payable for construction $ 7,112,356 $ 7,673,889
--------------- --------------
The accompanying notes are an integral part of these consolidated financial statements.
6
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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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
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.
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, 2004 are not necessarily indicative of the results that
may be expected for the year ended September 30, 2004. 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,
2003.
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.
7
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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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 and is included as a component of interest
expense in the accompanying consolidated financial statements. Accumulated
amortization of the deferred loan costs is $3,194,209 and $2,643,829 at March
31, 2004 and September 30, 2003, 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 3.
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. Contributed capital is presented net of distributions when
distributions exceed retained earnings.
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.
8
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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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,
---------------------------------- --------------------------------
2004 2003 2004 2003
------------ ------------ ------------- -------------
Food and beverage $ 5,375,052 $ 5,633,805 $ 10,265,413 $ 11,300,855
Rooms 1,172,676 992,536 2,388,896 1,887,786
Other 691,483 485,527 1,400,041 1,184,548
------------ ------------ ------------- -------------
Total $ 7,239,211 $ 7,111,868 $ 14,054,350 $ 14,373,189
------------ ------------ ------------- -------------
Complimentary revenues have been earned in the following casino departments as follows:
Three Months Ended Six Months Ended
March 31, March 31,
---------------------------------- --------------------------------
2004 2003 2004 2003
------------ ------------ ------------- -------------
Food and beverage $ 6,080,183 $ 6,085,087 $ 11,770,287 $ 11,119,239
Rooms 2,273,137 2,853,024 4,639,462 5,025,241
Other 665,226 748,465 1,445,404 1,634,192
------------ ------------ ------------- -------------
Total $9,018,546 $ 9,686,576 $ 17,855,153 $ 17,778,672
------------ ------------ ------------- -------------
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, 2004
and 2003.
Advertising Expense
Advertising is expensed as incurred and is included in selling, general, and
administrative expense and casino costs and expenses. Advertising expense was
$1,131,283 and $2,848,638 for the three months ended March 31, 2004 and 2003,
respectively, and $2,209,029 and $4,209,617 for the six months ended March 31,
2004 and 2003, respectively.
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.
9
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
Note 2--Property and Equipment
Property and equipment consists of the following:
Useful
Lives March 31, September 30,
(Years) 2004 2003
-------- -------------- --------------
Land and improvements $ 16,914,879 $ 16,819,796
Buildings and improvements 20-40 381,062,890 381,317,031
Golf course improvements 5-15 2,733,973 2,733,973
Furniture and equipment 5-10 128,335,903 123,720,006
Aircraft 10 - 4,551,215
Vehicles 3 1,231,736 1,139,677
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530,279,381 530,281,698
Less accumulated depreciation 122,001,785 107,089,367
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$ 408,277,596 $ 423,192,331
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On March 15, 2004 the Enterprise sold its 2000 model King Air aircraft to an
unrelated third party for net sale proceeds of $2,778,508. A loss on disposal in
the amount of $944,090 representing the difference between net sale proceeds
received and the net book value of the aircraft was recorded and is included in
selling, general and administrative expense for the three and six months ended
March 31, 2004.
Note 3--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 (the "Loan") and to finance 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 the Enterprise's 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 the Enterprise's ability to make certain payments, distributions and
investments will be suspended.
After April 1, 2005, the Enterprise may redeem all or 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 will be 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, 2004, a total of $87,500,000
is drawn and 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, 2004 and 2003, the Enterprise paid commitment fees
totaling$$8,920 and $22,500, respectively, on the Facility. The Enterprise paid
commitment fees totaling $8,920 and $143,541 for the six months ended March 31,
2004 and 2003, respectively, on the Facility. Outstanding advances on the
Facility at March 31, 2004 bear interest at LIBOR plus a margin rate of 3.125%.
At March 31, 2004, outstanding advances on the Facility bore LIBOR interest at
rates ranging from 1.14% to 1.21%. During the three and six months ended March
31, 2004 the Enterprise recorded interest expense totaling $1,005,918 and
$2,080,524 respectively, on the outstanding balance of the Facility. 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.
10
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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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 began
reducing quarterly effective December 31, 2002 in the amount of $6.25 million
per quarter, until the amount of the facility is reduced to $40 million.
Accordingly, borrowing capacity available under the Facility has been reduced to
$87,500,000, all of which was outstanding at March 31, 2004. 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.
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 these covenants 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, 2004 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, 2004, management believes that the Enterprise is in
compliance with all other debt covenants under the Notes and the Facility.
Maturities of long-term debt are as follows:
Fiscal years ending September 30,
2004 $ 12,500,000
2005 25,000,000
2006 50,000,000
2007 -
2008 -
Thereafter 200,000,000
--------------
Total $ 287,500,000
--------------
The Enterprise entered into an interest rate swap agreement with a major
financial institution for the purpose of fixing interest rates on a term loan,
thus reducing exposure to interest rate fluctuations. At March 31, 2004, the
Enterprise's interest rate swap had a notional amount of $-0- as the interest
swap agreement terminated January 31, 2004. This agreement effectively fixed the
interest rate on the term loan at 8.25%. The notional amount did not represent
amounts exchanged by the parties, and was not a measure of exposure to the
Enterprise. The amount exchanged was based on the notional amount. 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.
11
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
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, 2003 through March 31, 2004, the Enterprise
recognized other income of $56,259 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, 2003 through March 31, 2004 are $60,755. 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, 2003 through March 31, 2003 were $84,932.
Note 4--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
$216,000,000 at March 31, 2004 based on quoted market prices on or about March
31, 2004. At March 31, 2004 the fair value of the Facility approximates its
carrying value because of the Facility's variable interest rate.
The carrying value of the Facility approximates fair value because of its
variable interest rate.
Note 5 - 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 6 - Related Party Transactions
Distributions to the Tribe were $17,935,000 and $24,997,998 for the three months
ended March 31, 2004 and 2003, respectively and $31,307,000 and $48,864,288 for
the six months ended March 31, 2004 and 2003, 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 3.
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.
12
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
Future Annual Service payments under the Indenture are as follows:
Fiscal years ending September 30,
2004 $ 63,669,375
2005 66,852,844
2006 70,195,486
2007 73,705,260
2008 77,390,523
--------------
Total $ 351,813,488
--------------
Employees of the Enterprise are provided health and life insurance coverage
through the Tribe's health and life insurance plans. The Enterprise paid
$2,511,278 and $2,550,449 to the Tribe under this arrangement for the three
months ended March 31, 2004 and 2003, respectively and $4,819,861 and $5,417,784
for the six months ended March 31, 2004 and 2003, 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 $346,473 and $279,869 for the three months ended March 31, 2004 and
2003, respectively. The Enterprise paid sales tax of $764,393 and $669,880 for
the six months ended March 31, 2004 and 2003, respectively. During the three and
six months ended March 31, 2004, the Enterprise paid rent for office space and
purchased certain goods and services from the Tribe and its businesses in the
amount of $1,868,500 and $3,695,158, 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.
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 Enterprise's board of directors. During the
three and six months ended March 31, 2004, the Enterprise made purchases of
$381,603 and $805,839 respectively, from Choctaw Paper Company, Inc. 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.
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,
2004 and 2003, as required under the Tribal-State Compact. The Choctaw Gaming
Commission was paid $685,316 and $633,223 for the three months ended March 31,
2004 and 2003, respectively, and $1,380,050 and $1,298,725 for the six months
ended March 31, 2004 and 2003, 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, 2004 and 2003.
13
CHOCTAW RESORT DEVELOPMENT ENTERPRISE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
- --------------------------------------------------------------------------------
The Enterprise paid $-0- and $310,980 to the Choctaw Development Enterprise, a
wholly owned enterprise of the Tribe, for construction services related to
development of the beach club and sand beach adjacent to Geyser Falls during the
three and six months ended March 31, 2004.
During the three and six months ended March 31, 2004 the Tribe contributed $ -0-
and $890,875 in cash, respectively to fund construction and development of
Geyser Falls. 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.
Note 7--Employee Benefit Plans
Employees of the Enterprise are eligible to participate in the Tribe's 401(k)
plan. The Enterprise expensed contributions of $673,597 and $563,418 for the
three months ended March 31, 2004 and 2003, respectively and $1,139,052 and
$1,055,319 for the six months ended March 31, 2004 and 2003, respectively.
The Enterprise has no formal commitments to provide post-retirement health care
benefits to retirees.
Note 8 --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 9--Subsequent Events
On April 16, 2004 the Enterprise distributed $7,438,000 to the Tribe.
Note 10--Recently Issued Accounting Pronouncements
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 Enterprise adopted FIN 46 effective December 31, 2003. Adoption of
FIN 46 did not have any impact on the financial statements of the Enterprise.
In May 2003, the Financial Accounting Standards Board issued Statement No. 150,
Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is
14
within its scope as a liability (or an asset in some circumstances). Since the
Enterprise has no publicly traded equity securities, it is a nonpublic entity as
defined by SFAS 150. Nonpublic entities are subject to the provisions of SFAS
150 for the first fiscal period beginning after December 15, 2003. The
Enterprise adopted the provisions of SFAS 150 effective March 31, 2004, which
had no impact on our financial position, results of operations or cash flows as
the Enterprise does not have any such financial instruments.
15
Item 2.
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003
- --------------------------------------------------------------------------------
The following business overview, discussion and analysis of the financial
condition and results of operations is a summary and should be read together
with the consolidated financial statements and notes thereto and the Enterprises
prior filings.
Overview.
The Enterprise is a business enterprise of the Tribe that was created on October
12, 1999 to operate the Silver Star and to develop and operate the Golden Moon
and related businesses. Effective July 1, 2001, the Tribe contributed the
Dancing Rabbit to the Enterprise and effective July 8, 2002, the Tribe
contributed the Geyser Falls to the Enterprise. No consideration was or is
intended to be given to the Tribe for such contributions. Choctaw Hospitality
Institute ("CHI") officially opened November 9, 2001. CHI and its staff provide
classroom and hands-on training for gaming, hospitality and professional
employees of the Enterprise.
The Enterprise's primary focus is casino operations. The other properties are
used as amenities to promote and make more attractive the casinos to new and
existing patrons. The Enterprise's primary business focus is the maximization of
casino revenue growth while minimizing operating expenses. The Enterprise seeks
to achieve these goals through aggressive promotion of its properties. The
Enterprise markets the Silver Star, Golden Moon, Dancing Rabbit and Geyser Falls
under the Pearl River Resort trade name and intends to continue to promote these
collective properties as a premier regional entertainment and destination
resort.
The Silver Star Hotel and Casino
The Silver Star is a full service gaming and entertainment complex located on a
32-acre site on the Tribe's reservation. The Silver Star, along with the Golden
Moon, are currently the only land-based casinos in the state. The Silver Star
opened in July 1994 and is an approximately 518,000 square foot facility that,
as of March 31, 2004, featured: a 12-story hotel with 496 rooms; approximately
82,500 square feet of gaming space with 2,863 slot machines, 64 table games and
11 poker tables; approximately 30,000 square feet of meeting and convention
space, which also serves as a 2,000 seat live entertainment and sports venue
with sky boxes; six restaurants; three lounges; three retail outlets; an arcade;
an outdoor swimming pool; a full-service spa; fitness facilities; and guest
access to the adjacent Dancing Rabbit Golf Club and Geyser Falls.
The Golden Moon Hotel & Casino
The Golden Moon is a full service gaming and entertainment complex located on a
15 acre site that opened on August 26, 2002. The Golden Moon, located directly
across from the Silver Star, is connected to the Silver Star via an enclosed
walkway bridge that spans the highway separating the two casinos. The bridge is
enclosed and climate controlled and features moving ramps to ease movement from
one casino to the other. The Golden Moon is an approximately 843,000 square foot
facility that, as of March 31, 2004, featured: a 28-story hotel with 571 rooms;
approximately 90,000 square feet of gaming and related circulation area space
with 1,814 slot machines and 65 table games; approximately 11,600 square feet of
meeting space; six restaurants; five lounges; approximately 8,000 square feet of
retail space; a 315-foot tower topped by an 80-foot geodesic sphere housing a
restaurant and lounge; an aqua-scape, including fountains and other water
effects; an indoor/outdoor swimming pool; fitness facilities; and guest access
to the nearby Dancing Rabbit Golf Club and Geyser Falls.
16
Item 2.
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003
- --------------------------------------------------------------------------------
Non GAAP Financial Measures
Management of the Enterprise uses EBITDA as one measure of financial performance
and operational efficiency. EBITDA means earnings before interest, taxes,
depreciation, amortization, certain non-cash expenses and certain non-recurring
items. During the three and six months ended March 31, 2004, the only
non-recurring item was the loss on disposal of the Enterprise's aircraft. See
further discussion at Note 2 to the consolidated financial statements. EBITDA is
presented because management believes it is widely used as a measure of
operating performance in the gaming industry. EBITDA is not a measure under
generally accepted accounting principles ("GAAP") and should not be construed as
an alternative to operating income (as determined in accordance with GAAP) as an
indicator of cash flows or a measure of liquidity. All companies do not
calculate EBITDA in the same manner. As a result, EBITDA as presented here may
not be comparable to a similarly titled measure presented by other companies.
EBITDA for the three and six months ended March 31, 2004 was $33.3 million and
$62.0 million, respectively compared to $27.9 million and $50.2 million,
respectively for the three and six months ended March 31, 2003, an increase of
$5.4 million and $11.8 million or 19.4% and 23.5%, respectively. As a percentage
of net revenue, EBITDA was 42.6% and 40.9% for the three and six months ended
March 31, 2004, respectively, compared to 36.8% and 34.8% for the three and six
months ended March 31, 2003, respectively.
The accompanying table reconciles EBITDA to net income for the three and six
months ended March 31, 2004 and 2003:
Three Months Ended Six Months Ended
March 31, March 31,
--------------------------------- ------------------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Net Income $ 18,514,828 $ 13,952,460 $ 33,337,424 $ 23,366,062
Depreciation 7,955,761 7,896,868 15,906,204 14,878,932
Other income (expense) 5,869,773 6,032,793 11,852,868 11,942,418
Loss on disposal of aircraft 944,090 - 944,090 -
------------- ------------- ------------- -------------
EBITDA $ 33,284,452 $ 27,882,121 $ 62,040,586 $ 50,187,412
------------- ------------- ------------- -------------
17
Item 2.
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003
- --------------------------------------------------------------------------------
Net Revenues. Net revenues were $78.2 million for the quarter ended March 31,
2004 compared to $75.7 million for the quarter ended March 31, 2003. The $2.5
million, or 3.3% increase in net revenue was primarily due to increases in
gaming, room and food revenue attributable to improved operations of the Golden
Moon, as well as a decrease in promotional allowances. Net revenues were $151.6
million for the six months ended March 31, 2004 compared to $144.2 million for
the six months ended March 31, 2003. The $7.5 million, or 5.2% increase in net
revenue was primarily due to increases in gaming, room and food revenue
attributable to improved operations of the Golden Moon, offset by a slight
increase in promotional allowances. Complimentary revenues are included in gross
revenues but are deducted as a promotional allowance to arrive at net revenues.
Casino. Casino revenues increased $1.8 million, or 2.6%, to $71.9 million for
the quarter ended March 31, 2004 from $70.1 million for the quarter ended March
31, 2003. Casino revenues were $138.9 million for the six months ended March 31,
2004 compared to $132.0 million for the six months ended March 31, 2003, an
increase of $6.9 million, or 5.2%.
Table game activity decreased as reflected in table games drop. The table game
drop was $52.9 million for the quarter ended March 31, 2004 compared to table
game drop of $54.0 million for the quarter ended March 31, 2003. This reflects a
decrease in table activity of $1.1 million or 2.0% over the corresponding period
in 2003. Table game revenue was $9.3 million for the quarter ended March 31,
2004, compared to $10.2 million for the quarter ended March 31, 2003, a decrease
of $0.9 million, or 8.8%. The decrease in revenue is primarily due to decreased
table game drop combined with a lower hold percentage for the quarter ended
March 31, 2004 as compared to the quarter ended March 31, 2003. Table game hold
percentage was 17.6% for the quarter ended March 31, 2004 compared to 18.9% for
the quarter ended March 31, 2003. The table game drop was $105.2 million for the
six months ended March 31, 2004 compared to table game drop of $103.4 million
for the six months ended March 31, 2003. This reflects an increase in table
activity of $1.8 million or 1.7% over the corresponding period in 2003. Table
game revenue was $18.6 million for the six months ended March 31, 2004 compared
to $18.3 million for the six months ended March 31, 2003, an increase of $0.3
million, or 1.6%. The increase in revenue is primarily due to increased table
game drop for the six months ended March 31, 2004 as compared to the six months
ended March 31, 2003. Table game hold percentage was 17.7% for both the six
months ended March 31, 2004 and 2003. The overall increase in table game
activity for the six months is primarily attributable to improved operations 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 $61.9 million for the quarter ended March 31, 2004 compared
to $59.4 million for the quarter ended March 31, 2003, an increase of $2.5
million or 4.2%. The increase is due to an increase in coin-in for the quarter
ended March 31, 2004 compared to the quarter ended March 31, 2003. Slot revenues
were $119.0 million for the six months ended March 31, 2004 compared to $112.8
million for the six months ended March 31, 2003, an increase of $6.2 million or
5.5%. The increase is primarily due to an increase in coin-in for the six months
ended March 31, 2004, compared to the same period in the prior year. The
increase in coin-in during both the three and six months ended March 31, 2004 is
primarily attributable to improved operations of the Golden Moon.
18
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
Food and Beverage. For the quarter ended March 31, 2004, food and beverage
revenues were $8.5 million, an increase of approximately $0.2 million, or 2.4%,
from $8.3 million for the quarter ended March 31, 2003. During the quarter ended
March 31, 2004, the Silver Star and Golden Moon turned 562,000 covers with an
average revenue per cover of $10.90. For 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 six months ended March 31, 2004, food and beverage
revenues were $16.5 million, an increase of approximately $0.9 million, or 5.8%,
from $15.6 million for the six months ended March 31, 2003. During the six
months ended March 31, 2004, the Silver Star and Golden Moon turned 1,074,000
covers with an average revenue per cover of $10.92 compared to 967,000 covers
with an average revenue per cover of $12.00 during the six months ended March
31, 2003.
Rooms. Room revenues were $4.0 million for the quarter ended March 31, 2004
compared to $3.7 million for the quarter ended March 31, 2003. There was a
decrease in the average daily room rate to $52.48 for the quarter ended March
31, 2004 from $53.88 for the quarter ended March 31, 2003. Our occupancy rate
was 81.0% for the quarter ended March 31, 2004 compared to 76.0% for the quarter
ended March 31, 2003. During the quarter ended March 31, 2004, 56.9% of our
hotel revenue was attributable to rooms occupied by Silver Star and Golden Moon
customers on a complimentary basis compared to 76.6% for the quarter ended March
31, 2003. Room revenues were $8.0 million and $7.5 million for the six months
ended March 31, 2004 and 2003, respectively.
Other. Other revenues decreased $0.5 million to $2.8 million for the quarter
ended March 31, 2004 from $3.3 million for the quarter ended March 31, 2003.
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 decrease in other revenue is primarily
attributable to a decrease in retail, golf revenue and revenue generated by the
Choctaw Hospitality Institute offset somewhat by increases in convention center
and miscellaneous revenue. Retail revenues were down $0.2 million or 15.4% to
$1.1 million for the quarter ended March 31, 2004 compared to $1.3 million for
the quarter ended March 31, 2003. For the quarter ended March 31, 2004 golf
revenues from the Dancing Rabbit Golf Club were $0.6 million, down $0.3 million
or 36.3% from $0.9 million for the quarter ended March 31, 2003. The decrease in
golf revenue for the quarter is primarily attributable to decreased golf rounds
as a result of inclement weather as well as a decrease in merchandise sales.
Revenue generated by the Choctaw Hospitality Institute was $0.1 million for the
quarter ended March 31, 2004 compared to $0.6 million for the quarter ended
March 31, 2003. Convention center revenues for the quarter ended March 31, 2004
were up $0.4 million to $0.6 million from $0.2 million for the quarter ended
March 31, 2003. Other revenues including telephone, spa charges and
miscellaneous items were $0.5 million for the quarter ended March 31, 2004
compared to $0.1 million for the quarter ended March 31, 2003. For the six
months ended March 31, 2004 other revenues were $6.2 million compared to $6.9
million for the six months ended March 31, 2003, a $0.7 million or 10.1%
decrease. The decrease in other revenue is primarily attributable to a decrease
in retail and revenue generated by the Choctaw Hospitality Institute offset by
an increase in convention center revenue. Retail revenues were $2.3 million
compared to $2.4 million for the six months ended March 31, 2003, a $0.1 million
or 4.2% decrease. Golf revenues from the Dancing Rabbit Golf Club were unchanged
at $1.4 million for the six months ended March 31, 2004 and 2003. Revenue
generated by the Choctaw Hospitality Institute was $0.2 million for the six
months ended March 31, 2004 compared to $1.1 million for the six months ended
March 31, 2003. Convention center revenues for the six months ended March 31,
2004 were up $0.2 million to $1.2 million from $1.0 million for the six months
ended March 31, 2003. For the six months ended March 31, 2004 other revenue
including telephone, spa charges and miscellaneous items was $0.9 million,
unchanged from $0.9 million for the six months ended March 31, 2003.
19
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
Promotional Allowances. Promotional allowances totaled $9.0 million for the
quarter ended March 31, 2004, representing a $0.7 million or 7.2% decrease over
promotional allowances of $9.7 million for the quarter ended March 31, 2003.
Promotional allowances as a percent of casino revenues were 12.5% for the three
months ended March 31, 2004 compared to 13.8% for the three months ended March
31, 2003. Promotional allowances were $17.9 million for the six months ended
March 31, 2004, representing a $0.1 million or 0.6% increase over promotional
allowances of $17.8 million for the six months ended March 31, 2003. During the
six months ended March 31, 2004, promotional allowances decreased to 12.9% of
casino revenues, from 13.4% during the six months ended March 31, 2003. The
overall decrease in promotional allowances as a percentage of casino revenues
for both the three and six months ended March 31, 2004 is a result of
management's efforts to reward those guests whose level of casino play merits
complementary items based on participation in our slot club and other gaming
programs. Promotional allowances are utilized to reward existing guests and
generate visits from new customers in our outer markets in an effort to increase
revenues and market share.
Costs and Expenses. Total costs and expenses were $53.8 million for the quarter
ended March 31, 2004 compared to $55.7 million for the quarter ended March 31,
2003, a decrease of $1.9 million or 3.4%. Total costs and expenses were $106.5
million for the six months ended March 31, 2004 compared to $108.9 million for
the six months ended March 31, 2003, a decrease of $2.4 million or 2.2%. This
decrease is primarily attributable to increased operating efficiencies and cost
control measures instituted by management.
Casino. Casino costs and expenses were $20.1 million for the quarter ended March
31, 2004, compared to $21.2 million for the quarter ended March 31, 2003, a
decrease of $1.1 million or 5.2%. Casino costs and expenses were $39.4 million
for the six months ended March 31, 2004, compared to $43.0 million for the six
months ended March 31, 2003, a decrease of $3.6 million or 8.4%. This decrease
is primarily attributable to increased operating efficiencies, consolidation of
certain casino functions, decreased employee headcount and other cost control
measures instituted by management.
Food and Beverage. Food and beverage costs were $2.9 million for the quarter
ended March 31, 2004 compared to $3.2 million for the quarter ended March 31,
2003, a decrease of $0.3 million or 9.4%. Food and beverage costs were $5.8
million for the six months ended March 31, 2004 compared to $6.6 million for the
six months ended March 31, 2003, a decrease of $0.8 million or 12.1%. This
decrease is primarily attributable to increased operating efficiencies, reduced
employee headcount and food cost control efforts instituted by management.
Rooms. Room costs and expenses were $0.9 million for the quarter ended March 31,
2004 compared to $1.1 million for the quarter ended March 31, 2003, a decrease
of $0.2 million or 18.2%. Room costs and expenses were $1.6 million for the six
months ended March 31, 2004 compared to $2.1 million for the six months ended
March 31, 2003, a decrease of $0.5 million or 23.8%. This decrease is primarily
attributable to increased operating efficiencies, reduced employee headcount and
room cost control efforts instituted by management.
20
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
Other. Other costs and expenses were $2.4 million for the three months ended
March 31, 2004, compared to $2.1 million for the three months ended March 31,
2003, an increase of $0.3 million, or 14.3%. Other costs and expenses were $4.5
million for the six months ended March 31, 2004, compared to $4.7 million for
the six months ended March 31, 2003, a decrease of $0.2 million, or 4.3%. Other
expenses are comprised of the costs related to the operation of retail outlets,
the convention center, the Dancing Rabbit and Geyser Falls. Golf operating
expenses were $1.2 million for the three months ended March 31, 2004 and $1.1
million for the three months ended March 31, 2003, an increase of $0.1 million,
or 9.0%. Golf operating expenses were $2.3 million for the six months ended
March 31, 2004 compared to $2.2 million for the six months ended March 31, 2003,
an increase of $0.1 million or 4.6 %. The increase in golf operating expenses
for the quarter and six-month period is primarily attributable to additional
golf administrative expense. Geyser Falls operating expenses were $0.5 million
and $0.8 million respectively for the three-month and six-month periods ended
March 31, 2004 compared to $0.3 million and $0.7 million for the comparable
periods of the prior year.
Selling, General and Administrative. Selling, general and administrative costs
and expenses were $17.0 million for the quarter ended March 31, 2004 compared to
$17.9 million for the quarter ended March 31, 2003, a decrease of $0.9 million
or 5.0%. Selling, general and administrative costs and expenses were $34.5
million for the six months ended March 31, 2004 compared to $33.1 million for
the six months ended March 31, 2003, an increase of $1.4 million or 4.2%. The
overall increase in selling, general and administrative expense for the six
months ended March 31, 2004 is primarily attributable to increased direct casino
patron marketing efforts as well as other administrative costs associated with
operation of the Golden Moon and Silver Star and the loss on disposal related to
the sale of the Enterprise's aircraft. See Note 2 to the consolidated financial
statements.
Depreciation. Depreciation expense was $8.0 million for the quarter ended March
31, 2004 compared to $7.9 million for the quarter ended March 31, 2003.
Depreciation expense was $15.9 million for the six months ended March 31, 2004
compared to $14.9 million for the six months ended March 31, 2003. 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 $24.4 million for the quarter
ended March 31, 2004 compared to $20.0 million for the quarter ended March 31,
2003, an increase of $4.4 million, or 22.0%. Operating income was $45.2 million
for the six months ended March 31, 2004 compared to $35.3 million for the six
months ended March 31, 2003, an increase of $9.9 million, or 28.0%. The increase
is primarily attributable to increased casino revenue, the operational
efficiencies and cost control measures instituted by management and to a lesser
extent, the expense variations previously discussed.
Other Income (Expense). Other income (expense) is comprised of interest income
minus interest expense and other expense. Other expense was $5.9 million for the
quarter ended March 31, 2004 compared to other expense of $6.0 million for the
quarter ended March 31, 2003, representing a decrease in expense of $0.1 million
which is primarily attributed to a decrease in interest expense of approximately
$0.4 million, and $0.2 million decrease in other income related to the effect of
interest rate changes on the interest rate swap agreement. The decrease in
interest expense for quarter ended March 31, 2004 is primarily the result of
reduced commitment fees related to the revolving credit facility and decreased
interest expense in connection with the interest rate swap agreement. Other
expense was unchanged at $11.9 million for both the six months ended March 31,
2004 and 2003.
21
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
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, 2004 and 2003, the Enterprise recognized other income of $9,000 and
$235,000 respectively, attributed to the effect of interest rate changes on the
interest rate swap agreement. During the six months ended March 31, 2004 and
2003, the Enterprise recognized other income of $56,000 and $487,000,
respectively, attributed to the effect of interest rate changes on the interest
rate swap agreement.
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 its
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 slot 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, slot jackpots 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.
22
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
Liquidity and Capital Resources
As of March 31, 2004, the Enterprise held cash and cash equivalents of $60.0
million. Our principal sources of liquidity have consisted of cash provided by
operating activities and debt financing. Cash provided by operating activities
was $50.2 million in the six months ended March 31, 2004 compared to $32.2
million in the six months ended March 31, 2003. The increase of $18.1 million
was primarily attributable to the increase in net income to $33.3 million in the
six months ended March 31, 2004 from $23.4 million in the six months ended March
31, 2003.
Cash used in investing activities in the six months ended March 31, 2004 totaled
$2.0 million of which $4.8 million was for capital expenditures primarily
related to upgrades and maintenance of the Silver Star and Golden Moon. The
Enterprise received net sale proceeds of $2.8 million related to the disposal of
its 2000 model King Air aircraft as discussed in Note 2 to the consolidated
financial statements. 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 and was primarily related to development and construction of Golden
Moon. 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.
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.
Cash used in financing activities was $37.9 million in the six months ended
March 31, 2004 compared to $23.2 million cash used in the six months ended March
31, 2003. The primary use of cash in each period was distributions to the Tribe
of $31.3 million and $48.9 million in the six months ended March 31, 2004 and
2003, respectively. Additionally during the six months ended March 31, 2004 the
Enterprise made repayments of long-term term debt totaling $7.5 million on the
revolving credit facility. 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. The Tribe contributed cash of $0.9 million and
$0.7 million to the Enterprise related to construction and development of Geyser
Falls during each of the six-month periods ended March 31, 2004 and 2003,
respectively.
On April 16, 2004, the Enterprise distributed $7,438,000 to the Tribe.
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 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 $87,500,000,
all of which was outstanding at March 31, 2004. 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.
23
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (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, 2004 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, 2004, management believes that the Enterprise is in
compliance with all other debt covenants under the Notes and the Facility.
As of March 31, 2004 and September 30, 2003 the Tribe had outstanding
liabilities of $1.6 million and $1.9 million, respectively, under credit
facilities with $1.8 million and $2.4 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.
24
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
Presently, the Enterprise has fully drawn on the Facility and does not have
other existing lines of credit available for use. The Enterprise does not
anticipate the need for further credit availability in the short-term. However,
in the event that short-term credit is desired, the Enterprise believes that it
could obtain such financing on favorable terms from commercial lending
institutions.
The following table presents the long-term debt maturities and future minimum
lease payments under non-cancellable leases as of March 31, 2004.
Fiscal years ending September 30,
----------------------------------------------------------------------------------------------------------------
2004 2005 2006 2007 2008 Thereafter Total
------------- ------------- ------------- -------------- ------------- -------------- --------------
Long-term debt $ 12,500,000 $ 25,000,000 $ 50,000,000 $ - $ - $ 200,000,000 $ 287,500,000
Operating leases 264,057 141,590 - - - - 405,647
------------- ------------- ------------- -------------- ------------- -------------- --------------
$ 12,764,057 $ 25,141,590 $ 50,000,000 $ - $ - $ 200,000,000 $ 287,905,647
------------- ------------- ------------- -------------- ------------- -------------- --------------
Additionally and in accordance with Tribal law, 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 Tribal-State Compact the Enterprise
is required to provide $250,000 annually to the Tribal-State Tourism Fund to be
used for advertising and tourism promotional activities.
Recently Issued Accounting Pronouncements
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 Enterprise adopted FIN 46 effective December 31, 2003. Adoption of
FIN 46 did not have any impact on the financial statements of the Enterprise.
In May 2003, the Financial Accounting Standards Board issued Statement No. 150,
Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). Since the Enterprise has no publicly traded equity
securities, it is a nonpublic entity as defined by SFAS 150. Nonpublic entities
are subject to the provisions of SFAS 150 for the first fiscal period beginning
after December 15, 2003. The Enterprise adopted the provisions of SFAS 150
effective March 31, 2004, which had no impact on our financial position, results
of operations or cash flows as the Enterprise does not have any such financial
instruments.
25
Management's Discussion And Analysis Of
Financial Condition And Consolidated Results Of Operations
Three and Six Months Ended March 31, 2004
Compared to Three and Six Months Ended March 31, 2003 (Continued)
- --------------------------------------------------------------------------------
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, 2004 or 2003, 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, 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, 2004, the interest rate swap agreement had a notional
amount of $-0- as the interest rate swap agreement terminated January 31, 2004.
The notional amount did not represent amounts exchanged by the parties, and thus
was not a measure of exposure to the Enterprise. The amount exchanged was based
on the notional amount. The fair value liability of our interest rate swap was
based on the cash termination value of the agreement using quotes from our
counter-party and was $-0- at March 31, 2004. If the floating rate had increased
25 basis points, interest expense under the swap agreement for the three and six
months ended March 31, 2004 would have been lower by $336 and $3,375,
respectively. Additionally, current borrowings under the revolving credit
facility bear interest at the LIBOR base rate plus a margin rate of 3.125%. If
the LIBOR base rate had increased 25 basis points, interest expense under the
revolving credit facility would been higher by $58,898 and $119,523 during the
three and six months ended March 31, 2004, 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.
As of the end of the period covered by 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-15(e) and 15d - 15(e). 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.
None
(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, 2004 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-15(e) and 15d-15(e) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
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 and material weaknesses in the design or
operation of internal controls which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
May 14, 2004 /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-15(e) and 15d-15(e) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
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 and material weaknesses in the design or
operation of internal controls which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
May 14, 2004 /s/ Michael A. Donald
---------------------
Michael A. Donald
Vice President of Resort Finance
(Principal Financial and Accounting Officer)
32