<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended February 28, 1999
Commission file number 333-53211
Hard Rock Hotel, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 88-0306263
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4455 Paradise Road, Las Vegas NV 89109
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 693-5000
Common Stock outstanding by class as of February 28, 1999
Common Stock shares
- -------------------------------------------------------------------------------
Class A Common Stock 12,000
Class B Common Stock 64,023
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
--- ---
<PAGE>
HARD ROCK HOTEL, INC.
INDEX
Part I: Financial Information
Item 1: Financial Statements
<TABLE>
<CAPTION>
<S> <C> <C>
Balance Sheets as of November 30, 1998 and February 28, 1999 (unaudited) . . . 1
Unaudited Statements of Operations for the three-months ended February 28,
1998 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Unaudited Statements of Cash Flows for the three-months ended February 28,
1998 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Condensed Financial Statements. . . . . . . . . . . . . . . . . . . . 4
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 3: Quantitative and Qualitative Disclosures about Market Risks - Not Applicable
Part II: Other Information
Item 1: Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6: Exhibits and Reports on Form 8-k . . . . . . . . . . . . . . . . . . . . . . . 9
(a) Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(b) Reports on Form 8-k
None
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HARD ROCK HOTEL, INC.
BALANCE SHEETS
------------------------------------------
November 30, 1998 February 28, 1999
------------------------------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,567,535 $ 2,834,024
Accounts receivable, net of allowance for doubtful accounts of
$200,000 at November 30, 1998 and $215,000 at February 28, 1999 3,274,644 3,063,796
Income tax refund receivable 194,237 --
Inventories 1,208,126 1,226,630
Prepaid and other current assets 1,480,469 1,331,701
Deferred income taxes 764,740 764,740
-------------- --------------
Total Current Assets 11,489,751 9,220,891
Property and equipment, net, at cost 123,884,994 139,774,210
Other assets, including pro-opening costs of $843,000 at
November 30, 1998 and $1,602,000 at February 28, 1999 7,018,798 7,367,276
Deferred income taxes 2,728,603 2,728,603
-------------- --------------
Total Assets $ 145,122,146 $ 159,090,980
-------------- --------------
-------------- --------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable 2,738,194 2,133,582
Construction related payables 13,000,218 5,925,153
Accrued expenses 4,473,594 4,517,942
Interest payable 1,984,543 4,964,420
Current obligations under capital leases 105,861 105,056
-------------- --------------
Total current liabilities $ 22,302,410 $ 17,646,153
Deferred income taxes 3,493,343 3,493,343
Obligations under capital leases 93,452 64,700
Long-term debt due after one year 130,500,000 149,500,000
Commitments and contingencies -- --
Redeemable common stock, no par value 325,000 400,000
Shareholders' deficit:
Common stock, class a voting, no par value:
Authorized shares -- 40,000
Issued and outstanding shares -- 12,000 -- --
Common stock, class b non-voting, no par value:
Authorized shares -- 160,000
Issued and outstanding shares -- 64,023 -- --
Paid-in capital 7,508,250 7,508,250
Accumulated deficit (19,100,309) (19,521,466)
-------------- --------------
Total shareholders' deficit (11,592,059) (12,013,216)
-------------- --------------
Total liabilities and shareholders' deficit $ 145,122,146 $ 159,090,980
-------------- --------------
-------------- --------------
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
HARD ROCK HOTEL, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED FEBRUARY 28,
----------------------------------
1998 1999
------------- -------------
<S> <C> <C>
REVENUES:
Casino $ 10,062,099 $ 8,465,717
Lodging 3,093,465 2,940,268
Food and beverage 4,239,992 4,162,399
Retail 3,246,967 2,879,218
Other income 499,535 479,610
------------- -------------
21,142,058 18,927,212
Less complimentaries (1,674,318) (1,506,569)
------------- -------------
Net Revenues 19,467,740 17,420,643
Costs and expenses:
Casino 4,850,309 4,673,194
Lodging 908,045 947,880
Food and beverage 2,527,629 2,698,503
Retail 1,538,730 1,316,626
Other 179,700 214,332
Marketing 1,955,540 608,989
General and administrative 3,104,531 3,230,275
Depreciation and amortization 1,395,817 1,579,732
------------- -------------
Total costs and expenses 16,460,301 15,269,531
------------- -------------
Income from operations 3,007,439 2,151,112
------------- -------------
Interest and other:
Interest income (expense), net (2,544,468) (2,572,269)
------------- -------------
(2,544,468) (2,572,269)
------------- -------------
Income (loss) before provision for income taxes 462,971 (421,157)
Benefit (provision) for income taxes (166,000) --
------------- -------------
Net income (loss) $ 296,971 $ (421,157)
------------- -------------
------------- -------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
HARD ROCK HOTEL, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED
Three months ended February 28,
1998 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING activities
Net Income (loss) $ 296,971 $ (421,157)
Adjustmets to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,395,817 1,579,732
Amortization of loan fees and organizational costs 142,965 204,103
Issuance of common stock as compensation 75,000 75,000
Changes in operating assets and liabilities:
Accounts receivable (725,736) 210,848
Income tax refund receivable 166,020 194,237
Inventories 49,370 (18,504)
Prepaid and other current assets (431,874) 148,768
Accounts payable 197,106 (604,612)
Interest payable (475) 2,979,877
Accrued expenses 97,101 44,348
------------ ------------
Net cash provided by operating activities 1,262,265 4,392,640
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (1,897,450) (17,468,948)
Construction related payables -- (7,075,065)
Change in other assets 117,836 (552,581)
------------ ------------
Net cash used in investing activities (1,779,614) (25,096,594)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt -- 19,000,000
Principle payments on long-term debt (700,000) --
Payments on capital lease obligations (25,825) (29,557)
------------ ------------
Net cash provided by (used in) financing activities (725,825) 18,970,443
------------ ------------
Net decrease in cash and cash equivalents (1,243,174) (1,733,511)
Cash and cash equivalents at beginning of period 4,214,081 4,567,535
------------ ------------
Cash and cash equivalents at end of period $ 2,970,907 $ 2,834,024
------------ ------------
------------ ------------
</TABLE>
3
<PAGE>
HARD ROCK HOTEL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FEBRUARY 28, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Hard Rock Hotel,
Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for
a fair presentation have been included. Operating results for the
three-month period ended February 28, 1999 are not necessarily
indicative of the results that may be expected for the year ending
November 30, 1999. The unaudited interim financial statements
contained herein should be read in conjunction with the audited
financial statements and footnotes for the year ended November 30,
1998.
2. LONG TERM DEBT
At February 28, 1999, the Company had $120.0 million outstanding in
Senior Subordinated Notes and $29.5 million outstanding on a $67.0
million revolving credit line. The Company plans to increase the
budget on the expansion by $13 million from $87 million to $100
million. To fund the increase, the Company plans to increase the
availability under the revolving line of credit to $77.0 million. In
connection with the amendment to the budget, Peter Morton will
increase the maximum amount available under his guarantee of the
completion of the Expansion from $10.0 million to $23.0 million.
Borrowings against the line of credit may require repayments
beginning in April 2000.
3. PRE-OPENING EXPENSES
Through February 28, 1999 the Company had incurred $1.6 million in
pre-opening expenses associated with the Expansion. The Company will
write these charges off when the facility opens.
4. COMMITMENTS AND CONTINGENCIES
As part of the expansion (the "Expansion") of the Hard Rock Hotel &
Casino, the Company has signed contracts aggregating approximately $59
million of which $30 million has been incurred as of February 28,
1999. The total estimated cost of the expansion project is
approximately $100 million.
4
<PAGE>
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, including the notes
thereto, and the other financial information appearing elsewhere herein and by
the audited financial statements and footnotes for the three months ended
February 28, 1999, which may be obtained upon request from the company.
OVERVIEW
Hard Rock Hotel, Inc.'s (the "Company") sole business is the operation of the
Hard Rock Hotel and Casino in Las Vegas, Nevada (the "Resort"), which commenced
operations on March 9, 1995.
The Company began construction in February 1998 on a $100 million expansion of
the Resort (the "Expansion") that is expected to be completed during the second
quarter of 1999. Key elements of the expansion are expected to include (i)
nearly doubling the number of hotel rooms, (ii) significantly increasing the
size and features of the swimming pool area (the "Beach Club") and (iii) the
addition of other amenities. Although the Company attempted to minimize
disruption caused by the Expansion, management believes net revenues and
operating income for the first quarter of fiscal year 1999 were negatively
affected, resulting in lower results than the Company achieved for the same
period in fiscal year 1998. Management expects that the Expansion will continue
to cause some level of disruption to the operation of the Resort in the second
quarter of fiscal year 1999.
YEAR 2000 ISSUES
The "Year 2000 Issue" is the result of computer programs being designed using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that are date sensitive may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including among
other things a temporary inability to process transactions.
STATE OF READINESS
As part of the Buyout, in October 1997 the Company was required to or did
replace most of its hardware and software including the three most critical
systems:
- the property management system which is used in the hotel to check
guests in and out,
- the casino system which is used to control and account for table
games, slots and the casino cage, and
- the back office systems used for accounting, payroll and inventory
control.
During this process, management ensured all the purchased hardware and software
related to these systems will not suffer Year 2000 Issue related malfunctions.
The Company plans to verify that its remaining information technology systems
and other relevant systems will function properly during and after the year 2000
by;
- identifying all systems or equipment potentially impacted by the Year
2000,
- testing/certifying those systems' ability to operate in a post-1999
environment and
- determining whether the Company will reprogram or replace systems or
equipment that may malfunction due to the Year 2000 issue.
The Company has inventoried substantially all of its information technology
systems and other relevant systems. The results of this process indicate that
the year 2000 should not materially affect the Company's information technology
systems and other relevant systems. The remaining steps in the Company's plan
for the year 2000 include testing selected systems/equipment and remediating and
certifying systems that will be adversely affected
5
<PAGE>
by the Year 2000. Completion of these tasks is expected by mid-1999.
Management believes that the cost of its Year 2000 identification, testing
and remediation will not have a material impact on the Company's financial
statements.
The Company is in the process of mailing letters to its significant vendors and
service providers to determine the extent Year 2000 will have on their ability
to continue to supply the Company with goods and services. Based on the goods
(primarily food, beverage and retail items) purchased by the Company, the
Company does not expect Year 2000 to have a material impact on its vendors.
Completion of verifying vendor readiness is expected by mid-1999.
RISK AND CONTINGENCY PLAN
Management of the Company believes it has an effective program in place to
resolve the Year 2000 Issue in a timely manner. As noted above, the Company has
not completed all necessary phases of its plans for Year 2000. The most likely
worst case scenarios would include failure of a computer system or equipment
resulting in termination of or diminished service to customers. If the
Company's vendors or suppliers of the Company's necessary power, gas, water, and
telecommunications services fail, the Company will be unable to provide certain
services to its customers. In addition, disruptions in the economy generally
resulting from Year 2000 issues could materially adversely affect the Company.
The Company maintains contingency plans in its normal course of business
designed to be deployed in the event of various potential business
interruptions. These generally include manual workarounds and adjusting
staffing. The Company currently has no contingency plans in place should it
fail to complete all phases of its program for addressing the Year 2000 Issue.
The Company plans to evaluate the status of its program for addressing the Year
2000 Issue in mid-1999 and to determine at that time whether a more concrete
contingency plan is necessary.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements herein constitute "forward-looking statements." Such
forward-looking statements include the discussions of the business strategies of
the Company and expectations concerning future operations, margins,
profitability, liquidity, capital expenditures and capital resources. Although
management believes that the expectations in such forward-looking statements are
reasonable, it can give no assurance that any forward looking statements will
prove to be correct. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the risks
associated with new construction, competition and other planned construction in
Las Vegas, government regulation related to the gaming industry, uncertainty of
casino customer spending and vacationing in casino resorts in Las Vegas,
occupancy rates and average room rates in Las Vegas, the popularity of Las Vegas
as a convention and trade show destination, the completion of infrastructure
improvements in Las Vegas, and general economic and business conditions that may
affect levels of disposable income and pricing of hotel rooms. For more
information regarding risks inherent in an investment in the Company, see the
section "Business - Rick Factors" in our Annual Report on Form 10-K filed on
February 26, 1999.
RESULTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 28, 1999 AND 1998
NET REVENUES AND OPERATING INCOME. Net revenues decreased 10.5% for the
three months ended February 28, 1999 to $17.4 million compared to $19.5 million
for the corresponding period of the prior year. The decrease in revenues is
primarily attributable to decreased casino revenue of 15.9% and retail revenue
of 11.3%. The prior year quarter revenues benefited from hosting The Rolling
Stones, a special marquee event designed to increase
6
<PAGE>
the property's awareness and image. Operating income decreased 28.5% for the
three months ended February 28, 1999 to $2.2 million compared to $3.0 million
for the corresponding period of the prior year, primarily as a result of the
decreased revenues.
CASINO. Casino revenues decreased 15.9% for the three months ended February
28, 1999 to $8.5 million compared to $10.1 million for the corresponding
period of the prior year. The decrease is primarily due to decreased table
game revenue to $5.3 million from $6.2 million and decreased slot revenue to
$3.0 million compared to $3.7 million for the corresponding period of the
prior year. Table games revenue decreased directly as a result of a lower
hold percentage of 14.7% compared to 18.2% in the corresponding period of the
prior year. Table games drop increased 5.8% to $36.4 million compared to
$34.4 million (that benefited from hosting The Stones event) for the
corresponding period in the prior year. Casino departmental income decreased
27.2% for the three months ended February 28, 1999 to $3.8 million from $5.2
million, primarily as a result of the decreased revenues. Casino
departmental income as a percentage of casino revenues decreased to 44.8% in
1999 from 51.8% in 1998, primarily as a result of the decreased revenues.
LODGING. Lodging revenues decreased 4.9% for the three months ended February
28, 1999 to $2.9 million from $3.1 million for the corresponding period of the
prior year. The ADR for the three months ended February 28, 1999 was $92.68,
down 1.0% from $93.60 for the corresponding period of the prior year. Hotel
occupancy was 96.0% down from 100%. Lodging departmental income decreased 8.8%
for the three months ended February 28, 1999 to $2.0 million from $2.2 million
primarily as a result of the decreased revenues. Lodging departmental income as
a percentage of Lodging revenues decreased to 67.8% in 1999 from 70.6% in 1998.
FOOD AND BEVERAGE. Food and Beverage revenues decreased 1.8% for the three
months ended February 28, 1999 to $4.16 million from $4.24 million for the
corresponding period of the prior year. The decrease was related to lower
banquet food and beverage revenues resulting from losing meeting space to
construction. Food and Beverage departmental income decreased 14.5% for the
three months ended February 28, 1999 to $1.5 million from $1.7 million, as a
result of the decreased revenues and increased operating costs as a percent of
revenue. Food and Beverage departmental income as a percentage of Food and
Beverage revenues dropped to 35.2% in 1999 from 40.4% in 1998, primarily as a
result of the decreased high margin banquet revenue.
RETAIL. Retail revenues decreased 11.3% for the three months ended February
28, 1999 to $2.9 million from $3.2 million for the corresponding period of the
prior year. Management believes the decrease is primarily attributable to a
diluted retail market from increased retail competition. Retail Departmental
income decreased 8.5% for the three months ended February 28, 1999 to $1.6
million from $1.7 million, as a result of the decreased revenues. Retail
departmental income as a percentage of Retail revenues increased slightly to
54.3% in 1999 from 52.6% in 1998 as a result of managing retail expenses to the
reduction in revenues.
MARKETING, GENERAL AND ADMINISTRATIVE. Marketing, General and Administrative
expenses decreased 24.1% for the three months ended February 28, 1999 to $3.8
million from $5.1 million for the corresponding period of the prior year. The
decrease is primarily attributable to the costs associated with hosting The
Rolling Stones event of approximately $1.1 million during the first quarter of
1998 and a reduction in promotional room comps of approximately $0.2 million.
DEPRECIATION AND AMORTIZATION. Depreciation and Amortization expense
increased to $1.6 million for the three months ended February 28, 1999 from
$1.4 million for the corresponding period of the prior year.
NET INTEREST EXPENSE. Net Interest Expense increased 1.1% for the three
months ended February 28, 1999 to $2.6 million from $2.5 million for the
corresponding period of the prior year.
INCOME TAXES. No income tax benefit was recorded in the quarter ended
February 28, 1999, as a valuation allowance has been established due to the
Company's accumulated losses.
NET INCOME. As a result of the factors described above, the Company recorded
a net loss for the three months ended February 28, 1999 of $0.3 million
compared to net income of $0.3 million for the corresponding period of the
prior year.
7
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LIQUIDITY AND CAPITAL RESOURCES
For the three months ended February 28, 1999, the Company's principal
source of funds was net financing activities of approximately $19.0 million
and cash provided by operations of $4.4 million. The primary use of funds was
the payment of expansion and maintenance capital expenditures of $24.5
million. As of February 28, 1999 the Company had cash and cash equivalents
of $2.8 million. Construction of the Expansion commenced in February 1998
and is expected to be completed by the end of the second quarter of 1999.
Based on current plans, approximately $47 million is expected to be incurred
during the remainder of fiscal 1999. However, timing for capital
expenditures relating to the Expansion may change depending on the actual
completion date for the Expansion. Failure to complete the Expansion within
budget or on schedule could have a material adverse effect on the Company.
The Company plans to increase the budget by $13 million and increase
availability under the New Credit Facility to $77.0 million. In connection
with the amendment to the budget, Peter Morton will increase the maximum
amount available under his guarantee of the completion of the Expansion from
$10.0 million to $23.0 million. The Company believes that its current cash
balances, funds that we expect to be available under the New Credit Facility
(with outstanding borrowings of $29.5 million at February 28, 1999), and cash
flow from operations will be sufficient to provide operating liquidity and
complete the Expansion. However, no assurances can be given with respect to
the sufficiency of such amounts. Failure to complete the Expansion within
budget or on schedule could have a material adverse effect on the Company.
8
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 5, 1998, Hard Rock Cafe International (USA) Inc. (f/k/a Rank
Licensing, Inc.), a subsidiary of Rank International plc, (the "Plaintiff"),
filed an amended complaint in the United States District Court for the Southern
District of New York against Peter A. Morton and the Company. The Plaintiff
contends that the reservation and use by Mr. Morton and the Company of the
internet domain names "hardrock.com" and "hardrockhotel.com" (the "Domain
Names"), and the use of certain marks and logos (the "Logos") in, and in
connection with merchandise offered on, internet websites operated under the
Domain Names, violate terms of certain agreements with Mr. Morton and Federal
and state trademark and unfair competition law. The Plaintiff seeks an
injunction against the use of the Domain Names and the Logos by Mr. Morton and
the Company, an order requiring Mr. Morton and the Company to assign the Domain
Names to the Plaintiff, and over $100 million in damages. During the course of
litigation, Mr. Morton and the Company transferred the domain name
"Hardrock.com" to the Plaintiff. Trial of this matter has concluded, and the
Company awaits a verdict. Management believes the outcome of this litigation
will not have a material adverse effect on the Company, although there can be no
assurance of the outcome of the lawsuit. Revenues from sales of merchandise
over the internet for the fiscal quarter ended February 28, 1999 were less than
$50,000. Through February 28, 1999 the Company has incurred $1.5 million in
legal fees in defense of this suit which was charged to general and
administrative expenses on the Statement of Operations during fiscal year 1998.
Additionally, the Company is a defendant in various lawsuits relating to
routine matters incidental to its business. Management does not believe that
the outcome of any such litigation, in the aggregate, will have a material
adverse effect on the Company.
ITEM 6.EXHIBITS
<TABLE>
Exhibit
Number Description
<S> <C>
3. CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1 Second Amended and Restated Certificate of Incorporation of the
Company. (1)
3.2 Second Amended and Restated By-Laws of the Company. (1)
9. VOTING TRUST AGREEMENTS.
9.1 Amendment, dated as of July 1, 1997 to Stockholder Agreement, dated
August 30, 1993, among the Company and certain stockholders listed
therein. (1)
9.2 Stockholder Agreement, dated as of August 30, 1993, among the Company
and certain stockholders listed therein. (1)
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
27. FINANCIAL DATA SCHEDULE.
27.1 Financial Data Schedule.
</TABLE>
(1)Incorporated by reference to designated exhibit to the Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on May 21, 1998 (File No. 333-53211).
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This document includes various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Sections 21E of the Securities Exchange Act of 1934, as amended, which
represent the Company's expectations or beliefs concerning future events.
Statements containing expressions such as "believes," "anticipates" or
"expects" used in the Company's press releases and periodic reports on Forms
10-K and 10-Q filed with the Securities and Exchange Commission are intended
to identify forward-looking statements. All forward-looking statements
involve risks and uncertainties. Although the Company believes its
expectations are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurances.
10
<PAGE>
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.
HARD ROCK HOTEL, INC.
Date: April 8, 1999 By: /s/ BRUCE R. DALL
-------------------------------------
Bruce R. Dall
DULY AUTHORIZED OFFICER
/s/ BRUCE R. DALL
-------------------------------------
Bruce R. Dall
CHIEF FINANCIAL OFFICER AND TREASURER
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> NOV-30-1998 NOV-30-1999
<PERIOD-START> DEC-01-1997 DEC-01-1998
<PERIOD-END> FEB-28-1998 FEB-28-1999
<CASH> 2,971 2,834
<SECURITIES> 0 0
<RECEIVABLES> 6,191 3,279
<ALLOWANCES> (222) (215)
<INVENTORY> 1,016 1,227
<CURRENT-ASSETS> 11,814 9,221
<PP&E> 106,137 161,519
<DEPRECIATION> 15,867 21,745
<TOTAL-ASSETS> 109,496 159,091
<CURRENT-LIABILITIES> 15,728 17,646
<BONDS> 97,679 153,458
0 0
0 0
<COMMON> 0 0
<OTHER-SE> (7,539) (12,013)
<TOTAL-LIABILITY-AND-EQUITY> 109,496 159,091
<SALES> 0 0
<TOTAL-REVENUES> 19,467 17,421
<CGS> 0 0
<TOTAL-COSTS> 16,460 15,270
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 2,544 2,572
<INCOME-PRETAX> 463 (421)
<INCOME-TAX> 166 0
<INCOME-CONTINUING> 297 (421)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 297 (421)
<EPS-PRIMARY> 3.91 (5.54)
<EPS-DILUTED> 0 0
</TABLE>
