SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: 3/31/97
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transaction period to .
Commission file number: 333-17795
WATERFORD GAMING FINANCE CORP
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1485836
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
914 HARTFORD TURNPIKE
P.O. BOX 715
WATERFORD, CT 06385
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (860)442-4559
Indicate by check 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
WATERFORD GAMING FINANCE CORP.
INDEX TO FORM 10-Q
PART I -- FINANCIAL INFORMATION Page
ITEM 1 -- Financial Statements Number
Report of Independent Accountants for Waterford Gaming 1
Finance Corp.
Financial Information 2
Condensed Balance Sheets of Waterford Gaming Finance Corp. 3
as of March 31, 1997 (unaudited) and December 31, 1996.
Condensed Statement of Operations and Deficit of Waterford 4
Gaming Finance Corp. for the Three Months Ended March 31, 1997
(unaudited).
Condensed Statement of Cash Flows of Waterford Gaming Finance 5
Corp. for the Three Months ended March 31, 1997 (unaudited).
Note to Condensed Financial Statements of Waterford Gaming 6
Finance Corp. (unaudited).
ITEM 2 -- Management's Discussion and Analysis of Financial 7
Condition and Results of Operations.
PART II -- OTHER INFORMATION
ITEM 1 -- Legal Proceedings 8
ITEM 2 -- Changes in Securities 8
ITEM 3 -- Defaults upon Senior Securities 8
ITEM 4 -- Submission of Matters to a Vote of Security Holders 8
ITEM 5 -- Other Information 8
ITEM 6 -- Exhibits and Reports on Form 8-K 8
Signatures - Waterford Gaming Finance Corp. 9
Report of Independent Accountants
To the Stockholder of Waterford Gaming Finance Corp.:
We have reviewed the condensed balance sheet of Waterford Gaming
Finance Corp. (the "Company") as of March 31, 1997, and
the related condensed statements of operations and deficit and
cash flows for the three-month period ended March 31, 1997. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet as of December 31, 1996, and the
related statements of operations and retained earnings (deficit)
and cash flows for the period from November 6, 1996 (commencement of
operations) to December 31, 1996 (not presented herein); and in our report
dated April 17, 1997, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the condensed balance
sheet as of December 31, 1996, is fairly stated, in all material respects, in
relation to the balance sheet from which it has been derived.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
May 30, 1997
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed financial information as of March 31,
1997, and for the three-month period ended March 31, 1997,
included in this report was reviewed by Coopers & Lybrand LLP,
independent public accountants, in accordance with the
professional standards and procedures established for such
reviews by the American Institute of Certifed Public Accountants.
2
WATERFORD GAMING FINANCE CORP.
CONDENSED BALANCE SHEETS
March 31, 1997 and December 31, 1996
(Unaudited)
________
ASSETS
March 31, 1997 December 31, 1996
Cash $ 26 $ 81
STOCKHOLDER'S EQUITY
Stockholder's equity:
Common stock, $.01 par value;
1,000 shares authorized, issued and outstanding $ 10 $ 10
Additional paid-in capital 90 90
Deficit (74) (19)
Total stockholder's equity $ 26 $ 81
The accompanying note is an integral part of the financial statements.
3
WATERFORD GAMING FINANCE CORP.
CONDENSED STATEMENT OF OPERATIONS AND DEFICIT
for the three months ended March 31, 1997
(Unaudited)
________
Revenue $ -
Expenses:
Bank charges 55
Net loss (55)
Deficit, beginning of period (19)
Deficit, end of period $(74)
The accompanying note is an integral part of the financial statements.
4
WATERFORD GAMING FINANCE CORP.
CONDENSED STATEMENT OF CASH FLOWS
for the three months ended March 31, 1997
(Unaudited)
________
Cash flows from operating activities:
Net loss $(55)
Net cash used in operating activities (55)
Net decrease in cash (55)
Cash at beginning of period 81
Cash at end of period $ 26
The accompanying note is an integral part of the financial statements.
5
WATERFORD GAMING FINANCE CORP.
NOTE TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
________
1. Basis of Presentation:
The unaudited interim financial statements should be
read in conjunction with the Company's 1996 audited
financial statements within the Company's Registration
Statement on Form S-4, as amended, initially filed with
the Securities and Exchange Commission (the "Commission")
File No. 333-17795 on April 29, 1997.
The unaudited interim financial statements include
normal and recurring adjustments which are, in the
opinion of management, necessary to present a fair
statement of financial position as of March 31, 1997,
and the results of operations and deficit and cash flows
for the three months ended March 31, 1997. The Company
was formed on October 22, 1996 and, accordingly, there
are no comparative statements for the corresponding
quarter ending March 31, 1996. Results of operations
for the period are not necessarily indicative of the
results to be expected for the full year.
The following significant event has occurred subsequent
to fiscal year 1996, which requires disclosure in this
interim report per Regulation S-X, Rule 10-01,
Paragraph(a)(5).
Effective as of May 15, 1997, the Company functioned as
a co-issuer with its parent, Waterford Gaming, LLC, to
issue 12-3/4% senior notes payable which were registered
with the Commission through a Registration Statement
on Form S-4 under the Securities Exchange Act of 1933.
As a result, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934.
6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be read in conjunction
with, and is qualified in its entirety by, the Company's
financial statements and the notes thereto.
Waterford Gaming Finance Corp. is a wholly-owned subsidiary of
Waterford Gaming, L.L.C.
Results of Operations
Discussion of the period from January 1, 1997 to March 31, 1997.
Revenue for the period ended March 31, 1997 was $0.
Bank charges for the period ended March 31, 1997 was $55.
As a result of the foregoing factors, the Company experienced a net
loss of $55 for the three-months ended March 31, 1997.
The Company is not expected to have significant operating activity.
Funding for future operations will come from the financial support
of its parent company.
The Company was formed on October 22, 1996 and accordingly there are
no comparative results of operations for the corresponding quarter
ending March 31, 1996.
7
Part II - Other Information:
Item I -- Legal Proceedings:
NONE
Item 2 -- Changes in Securities:
NONE
Item 3 -- Defaults Upon Senior Securities:
NONE
Item 4 -- Submission of Matters to a Vote of Security
Holders:
NONE
Item 5 -- Other Information:
NONE
Item 6 -- Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit No. Description
3.1 Certificate of Incorporation of Waterford
Gaming Finance Corp. (i)
3.2 Bylaws of Waterford Gaming Finance Corp. (i)
4.1 Indenture, dated as of November 8, 1996,
between Waterford Gaming, L.L.C. and Waterford
Gaming Finance Corp., the issuers, and Fleet
National Bank, as trustee, relating to
$65,000,000 12 3/4% Senior Notes due 2003. (i)
4.2 Registration Rights Agreement, dated as of
November 8, 1996, among, Waterford Gaming,
L.L.C., Waterford Gaming Finance Corp., Bear,
Stearns & Co., Inc., and Merrill Lynch,
Pierce, Fenner & Smith Incorporated. (i)
4.3 Specimen Form of 12 3/4% Senior Notes due 2003
(the "Private Notes") (included in
Exhibit 4.1). (i)
4.4 Specimen Form of 12 3/4% Senior Notes due 2003
(the "Exchange Notes") (included in
Exhibit 4.1). (i)
10.1 Purchase Agreement, dated as of November 5,
1996, among Waterford Gaming, L.L.C.,
Waterford Gaming Finance Corp., Bear,
Stearns & Co., Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated. (i)
21.1 Subsidiaries of Waterford Gaming Finance
Corp. (i)
27 Financial Data Schedule - included in
Edgar filing only.
99.1 Quarterly Report on Form 10-Q of the
Mohegan Tribal Gaming Authority (the
"Authority") dated May 15, 1997, incorporated
by reference to the Authority's electronic
filing of such report on Form 10-Q SEC file
reference no. 033-80655.
99.2 Quarterly Report on Form 10-Q of Waterford
Gaming, L.L.C. dated June 27, 1997,
incorporated by reference to Waterford
Gaming L.L.C.'s electronic filing of such
report on Form 10-Q SEC file reference
no. 333-17795.
(i) Incorporated by reference to the Registrant's
Registration Statement on Form S-4, Commission File No.
333-17795, declared effective on May 15, 1997.
(b) No Form 8-K Filings.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 27, 1997 By:/s/Len Wolman
Len Wolman, Chief Executive Officer
Date: June 27, 1997 By:/s/Del Lauria
Del Lauria, Treasurer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Waterford Gaming Finance Corp.
All amounts are unaudited.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 26
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 90
<TOTAL-LIABILITY-AND-EQUITY> 26
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 55
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (55)
<INCOME-TAX> 0
<INCOME-CONTINUING> (55)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (55)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
