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, 1997
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.)
(954) 713-2500
(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, 1997: One. There is no current market for the
registrant's common stock.
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with
the reduced disclosure format permitted by that General Instruction.
Exhibit Index is presented on page 10
Total number of pages 11
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
FORM 10-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets at September 30,
1997 and December 31, 1996 4
Statements of Operations for
the Quarters and Three Quarters
Ended September 30, 1997 and
1996 5
Statements of Cash Flows for
the Three Quarters Ended
September 30, 1997 and 1996 6
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 8
<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,
1997 1996
(Unaudited)
ASSETS
Current assets - interest receivable
from affiliate $ 64 $ 4,244
Notes receivable from affiliate,
including unamortized premiums 6,805 155,927
$ 6,869 $160,171
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities - accrued
interest payable $ 64 $ 4,244
Long-term debt, including unamortized
premiums 6,805 155,927
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$ 6,869 $160,171
<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended Three Quarters Ended
September 30, September 30,
1997 1996 1997 1996
Revenues:
Affiliated interest income $ 182 $4,156 $ 3,608 $12,378
Amortization of discounts
(premiums) on affiliated
notes receivable (10) 371 (193) 1,084
172 4,527 3,415 13,462
Expenses:
Interest expense 182 4,156 3,608 12,378
Amortization of debt
discounts (premiums) (10) 371 (193) 1,084
172 4,527 3,415 13,462
Net earnings $ -0- $ -0- $ -0- $ -0-
<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Three Quarters Ended
September 30,
1997 1996
Cash flows from operating activities:
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
(premiums) (193) 1,084
Amortization of (discounts) premiums
on affiliated notes receivable 193 (1,084)
Net decrease in interest receivable
from affiliate 4,180 2,879
Net decrease in accrued interest
payable (4,180) (2,879)
Net cash provided by operating
activities -0- -0-
Cash flows from financing activities:
Repayment of notes receivable from
affiliate 153,712 -0-
Purchase of long-term debt pursuant
to Offer (153,712) -0-
Net cash provided by financing
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-
<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
NOTES TO FINANCIAL STATEMENTS
A. General:
Resorts International Hotel Financing, Inc. ("RIHF") was organized
to issue public debt securities and is a wholly owned subsidiary of Sun
International North America, Inc. ("SINA"). SINA was known as Griffin
Gaming & Entertainment, Inc, until February 6, 1997. "SINA" is used
herein to refer to that corporation both before and after its name
change.
On December 16, 1996, SINA became a wholly owned subsidiary of Sun
International Hotels Limited ("SIHL"), a corporation organized under the
laws of the Commonwealth of The Bahamas, through a merger transaction
(the "Merger"). As a result of the Merger, RIHF's assets and
liabilities were adjusted to their estimated fair values as of December
31, 1996. The Merger and related basis adjustments are discussed
further in Note 2 of Notes to Financial Statements in RIHF's Annual
Report on Form 10-K for the year ended December 31, 1996 (the "RIHF 1996
Form 10-K").
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,
1996 and should be read in conjunction with the Notes to Financial
Statements contained in pages 12 through 16 of the RIHF 1996 Form 10-K.
B. Tender Offer:
In February 1997, RIHF offered (the "Offer") to purchase its
outstanding $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"). In
connection with the Offer, RIHF sought the consent of the holders (the
"Consents") to amend the relevant indentures to, among other things,
release the collateral for the Mortgage Notes and Junior Mortgage Notes.
Pursuant to the Offer, RIHF acquired $119,645,000 principal amount of
Mortgage Notes and $21,001,000 principal amount of Junior Mortgage
Notes, for a total purchase price (including payments relating to the
Consents) of $153,713,000. There remains outstanding $5,355,000
principal amount of Mortgage Notes and $1,100,000 principal amount of
Junior Mortgage Notes, which, as a result of the amendments to the
indentures, are now unsecured obligations of RIHF. The remaining Junior
Mortgage Notes continue to trade as part of units consisting of $1,000
principal amount of Junior Mortgage Notes and .1928 of an ordinary share
of SIHL.
RIH transferred to RIHF (i) funds used to purchase the Mortgage
<PAGE>
Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer
and (ii) $12,899,000 Junior Mortgage Notes owned by RIH. In exchange
for this, the $125,000,000 and $35,000,000 promissory notes from RIH to
RIHF (the "RIH Notes"), the terms of which mirror the terms of the
Mortgage Notes and Junior Mortgage Notes, respectively, were canceled
and RIH issued new promissory notes (the "New RIH Notes") to RIHF in the
amounts of, and with terms that mirror, the remaining Mortgage Notes and
Junior Mortgage Notes.
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 1997 1996
Interest received $7,788 $15,257
Interest paid $7,788 $15,257
Income taxes paid $ -0- $ -0-
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
See Note B of Notes to Financial Statements for discussion of the
Offer during the first quarter of 1997. After purchasing certain of its
debt securities in March 1997 in connection with the Offer, RIHF now has
$5,355,000 principal amount of Mortgage Notes and $1,100,000 principal
amount of Junior Mortgage Notes remaining. The New RIH Notes were
issued to RIHF in the amounts of, and with terms that mirror, the
remaining Mortgage Notes and 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.
RESULTS OF OPERATIONS
Because the terms of the RIH Notes mirrored the Mortgage Notes and
Junior Mortgage Notes prior to the Offer, and the New RIH Notes mirror
the terms of the remaining Mortgage Notes and Junior Mortgage Notes,
RIHF has affiliated interest income equal to the interest expense and
amortization of premiums (discounts) on its public debt. It is not
anticipated that RIHF will have any other operations or activities,
except those related to the Mortgage Notes and Junior Mortgage Notes or
certain similar financing activities.
<PAGE>
PART II. OTHER INFORMATION
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 1997. No amendments to previously filed
Forms 8-K were filed during the third quarter of 1997.
<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/ John Allison
John Allison
Executive Vice President - Finance
(Authorized Officer of Registrant,
and Chief Financial Officer)
Date: November 14, 1997
<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-Q for the quarterly period
ended September 30, 1997
EXHIBIT INDEX
Exhibit
Number Exhibit Page Number
(27) Financial data schedule Page 11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESORTS
INTERNATIONAL HOTEL FINANCING, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
1997,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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $64
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $6,869
<CURRENT-LIABILITIES> $64
<BONDS> $6,805<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $6,869
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $3,415
<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 PREMIUMS.
</FN>
</TABLE>
