Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 No. 1-9762
Resorts International Hotel Financing, Inc.
(Exact name of registrant as specified in its charter)
Delaware 65-0461729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4651 Sheridan Street, Suite 355, Hollywood, FL 33021
(Address of principal executive offices) (Zip Code)
(954) 981-7200
(Registrant's telephone number,
including area code)
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 has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes X No
Number of shares outstanding of registrant's common stock as
of September 30, 1996: One. There is no current market for the
registrant's common stock.
Exhibit Index is presented on page 10
Total number of pages 11
1<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
FORM 10-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets at September 30,
1996 and December 31, 1995 3
Statements of Operations for the
Quarters and Three Quarters Ended
September 30, 1996 and 1995 4
Statements of Cash Flows for the
Three Quarters Ended September
30, 1996 and 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 7
Part II. Other Information
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
2<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
September 30, December 31,
1996 1995
(Unaudited)
ASSETS
Current assets - interest receivable
from affiliate $ 1,365 $ 4,244
Notes receivable from affiliate, net
of unamortized discounts 127,845 126,761
$129,210 $131,005
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities - accrued
interest payable $ 1,365 $ 4,244
Long-term debt, net of unamortized
discounts 127,845 126,761
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$129,210 $131,005
3<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended Three Quarters Ended
September 30, September 30,
1996 1995 1996 1995
Revenues:
Affiliated interest
income $4,156 $4,156 $12,378 $12,462
Amortization of
discounts on
affiliated notes
receivable 371 318 1,084 1,083
4,527 4,474 13,462 13,545
Expenses:
Interest expense 4,156 4,156 12,378 12,462
Amortization of
debt discounts 371 318 1,084 1,083
4,527 4,474 13,462 13,545
Net earnings $ -0- $ -0- $ -0- $ -0-
4<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Three Quarters Ended
September 30,
1996 1995
Cash flows from operating activities:
Interest received $ 15,257 $ 15,210
Interest paid (15,257) (15,210)
Net cash provided by operating
activities -0- -0-
Net increase in cash and cash
equivalents -0- -0-
Cash and cash equivalents at beginning
of period -0- -0-
Cash and cash equivalents at end of
period $ -0- $ -0-
5<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
NOTES TO FINANCIAL STATEMENTS
A. General:
Resorts International Hotel Financing, Inc. ("RIHF") is a wholly
owned subsidiary of Griffin Gaming & Entertainment, Inc. ("GGE") and
was organized to issue public debt securities.
While the accompanying interim financial information is
unaudited, management of RIHF believes that all adjustments necessary
for a fair presentation of these interim results have been made and
all such adjustments are of a normal recurring nature.
The notes presented herein are intended to provide supplemental
disclosure of items of significance occurring subsequent to December
31, 1995 and should be read in conjunction with the Notes to Financial
Statements contained in pages 11 through 14 of RIHF's Annual Report on
Form 10-K for the year ended December 31, 1995.
B. Agreement and Plan of Merger of GGE:
On August 19, 1996, GGE entered into an Agreement and Plan of
Merger, which was subsequently amended on October 10, 1996, (as
amended, the "Merger Agreement") with Sun International Hotels Limited
("SIHL"), a Bahamian corporation, and Sun Merger Corp., a wholly owned
subsidiary of SIHL. Under the Merger Agreement, a wholly owned
subsidiary of SIHL will be merged with and into GGE (the "Merger"),
with GGE surviving as a wholly owned subsidiary of SIHL. The Merger
is subject to certain customary conditions. Management can give no
assurance as to whether or when the Merger will be effected.
6<PAGE>
C. Statements of Cash Flows:
Supplemental disclosures required by Statement of Financial
Accounting Standards No. 95 "Statement of Cash Flows" are presented
below.
Three Quarters Ended
September 30,
(In Thousands of Dollars) 1996 1995
Reconciliation of net earnings to net
cash provided by operating activities:
Net earnings $ -0- $ -0-
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Amortization of debt discounts 1,084 1,083
Amortization of discounts on
affiliated notes receivable (1,084) (1,083)
Net decrease in interest receivable
from affiliate 2,879 2,748
Net decrease in accrued interest
payable (2,879) (2,748)
Net cash provided by operating
activities $ -0- $ -0-
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
In May 1994, RIHF issued $125,000,000 principal amount of 11%
Mortgage Notes due 2003 (the "Mortgage Notes") and $35,000,000
principal amount of 11.375% Junior Mortgage Notes due 2004 (the
"Junior Mortgage Notes"). Also in May 1994, RIHF obtained a
$125,000,000 promissory note (the "RIH Promissory Note") made by
Resorts International Hotel, Inc. ("RIH"), the subsidiary of GGE which
owns and operates Merv Griffin's Resorts Casino Hotel in Atlantic
City, New Jersey, and a $35,000,000 promissory note made by RIH (the
"RIH Junior Promissory Note") with terms that mirror the terms of the
Mortgage Notes and the Junior Mortgage Notes, respectively, with the
intent that RIH pay interest to RIHF on RIHF's interest payment dates
so that RIHF will have cash available to make its interest payments
on those dates. Hereinafter the Mortgage Notes and the Junior
Mortgage Notes are referred to as the "Debt Securities."
RIHF will satisfy the interest payment due December 16, 1996 on
the Junior Mortgage Notes by cash payment.
7<PAGE>
RESULTS OF OPERATIONS
Because the terms of the RIH Promissory Note and the RIH Junior
Promissory Note were written to mirror the terms of the Debt
Securities, RIHF has affiliated interest income equal to the interest
expense and amortization of discounts on its public debt. It is
not anticipated that RIHF will have any other operations or
activities, except those related to the Debt Securities or
certain similar financing activities.
PART II. OTHER INFORMATION
Item 5. Other Information
Each $1,000 principal amount of Junior Mortgage Notes issued by
RIHF presently trades as part of a unit (the "Units") along with one
share of Class B common stock, $.01 par value per share, of GGE (the
"GGE Class B Stock"). Subject to the terms of the Merger Agreement
described in Note B of Notes to Financial Statements, each issued and
outstanding share of GGE Class B Stock will be converted into the
right to receive .1928 of a fully paid and nonassessable ordinary
share, $.001 par value per share of SIHL (the "Ordinary Shares"). As
a result of this conversion, holders of GGE Class B Stock will not be
entitled to special rights with respect to the election of directors
to which holders of GGE Class B Stock were previously entitled. As of
the effective time of the Merger, the .1928 Ordinary Share received
in exchange for a share of GGE Class B Stock will trade as part of a
Unit along with $1,000 principal amount of Junior Mortgage Notes.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
The following Part I exhibit is filed herewith:
Exhibit
Number Exhibit
(27) Financial data schedule
b. Reports on Form 8-K
No Current Report on Form 8-K was filed by RIHF covering an event
during the third quarter of 1996. No amendments to previously filed
Forms 8-K were filed during the third quarter of 1996.
8<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
(Registrant)
/s/ Matthew B. Kearney
Matthew B. Kearney
President
(Authorized Officer of
Registrant and Chief
Financial Officer)
Date: November 12, 1996
9<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-Q for the quarterly period
ended September 30, 1996
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
(27) Financial data schedule 11
10<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESORTS
INTERNATIONAL HOTEL FINANCING, INC.'S FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $1,365
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $129,210
<CURRENT-LIABILITIES> $1,365
<BONDS> $127,845<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $129,210
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $13,462
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>NET OF UNAMORTIZED DISCOUNTS.
</FN>
</TABLE>
