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 March 31, 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.)
1415 E. Sunrise Blvd., Ft. Lauderdale, FL 33304
(Address of principal executive offices) (Zip Code)
(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
- continued -
Exhibit Index is presented on page 12
Total number of pages 13
1<PAGE>
Number of shares outstanding of registrant's common stock as
of March 31, 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
w i th the reduced disclosure format permitted by that General
Instruction.
2<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
FORM 10-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets at March 31,
1997 and December 31, 1996 4
Statements of Operations for
the Quarters Ended March 31,
1997 and 1996 5
Statements of Cash Flows for
the Quarters Ended March 31,
1997 and 1996 6
Notes to Financial Statements 7
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
3<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
March 31, December 31,
1997 1996
(Unaudited)
ASSETS
Current assets - interest receivable
from affiliate $ 65 $ 4,244
Notes receivable from affiliate,
including unamortized premiums 6,833 155,927
$6,898 $160,171
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities - accrued
interest payable $ 65 $ 4,244
Long-term debt, including unamortized
premiums 6,833 155,927
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$6,898 $160,171
4<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended
March 31,
1997 1996
Revenues:
Affiliated interest income $3,245 $4,111
Amortization of discounts (premiums)
on affiliated notes receivable (171) 364
3,074 4,475
Expenses:
Interest expense 3,245 4,111
Amortization of debt discounts
(premiums) (171) 364
3,074 4,475
Net income $ -0- $ -0-
5<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended
March 31,
1997 1996
Cash flows from operating activities:
Interest received $ 7,424 $ 6,951
Interest paid (7,424) (6,951)
Net cash provided by operating
activities -0- -0-
Cash flows from financing activities:
Repayment of notes receivable from
affiliate 153,712
Purchase of long-term debt pursuant
to Offer (153,712)
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-
6<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
NOTES TO FINANCIAL STATEMENTS
A. General:
R e s orts 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").
W h i l e 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 mailed to each holder of its $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") an Offer to Purchase and Consent
Solicitation Statement offering to purchase for cash (the "Offer") the
outstanding Mortgage Notes and Junior Mortgage Notes and soliciting
c o nsents for amending the indentures pursuant to which those
securities were issued (the "Indentures") to, among other things,
release the collateral for the Mortgage Notes and Junior Mortgage
Notes. This collateral consisted of liens on the fee and leasehold
interests of Resorts International Hotel, Inc. ("RIH"), an affiliate
of RIHF, in the Resorts Casino Hotel in Atlantic City, the contiguous
parking garage and property and related personal property. Holders
who validly tendered their securities and consents by February 26,
1997 (the "Consent Date") were entitled to receive the purchase price
of 106.733% for the Mortgage
7<PAGE>
Notes and 107.447% for the Junior Mortgage Notes, accrued interest
through March 12, 1997, and an additional 2.5% consent payment (the
"Consent Payment"). Holders who tendered their securities and
consents subsequent to the Consent Date but prior to the Offer's
expiration on March 10, 1997, were entitled to the purchase price and
accrued interest, but not the Consent Payment. $119,645,000 principal
amount of Mortgage Notes and $21,001,000 principal amount of Junior
Mortgage Notes were tendered. The purchase price and Consent Payments
for purchasing these tendered securities, excluding accrued interest,
totaled $153,712,000. $5,355,000 principal amount of Mortgage Notes
and $1,100,000 principal amount of Junior Mortgage Notes were not
validly tendered and, therefore, not purchased pursuant to the Offer.
These securities remain outstanding as unsecured obligations of RIHF
and operate under the Indentures, as amended. Under the amended
Indentures, the repayment terms, interest payment terms and redemption
provisions for the remaining Mortgage Notes and Junior Mortgage Notes
are unchanged; however, many of the restrictive covenants as to
payment of dividends and incurring additional indebtedness (as
disclosed in Note 3 of Notes to Financial Statements in the RIHF 1996
Form 10-K) have been deleted. The remaining Junior Mortgage Notes
continue to trade as part of units consisting of $1,000 principal
amount of Junior Mortgage Notes and .1928 ordinary share of SIHL.
RIH transferred to RIHF (i) funds needed to purchase the
Mortgage 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, will be canceled and RIH will issue 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.
8<PAGE>
Quarter Ended
March 31,
(In Thousands of Dollars) 1997 1996
Reconciliation of net income to net
cash provided by operating activities:
Net income $ -0- $ -0-
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of debt discounts
(premiums) (171) 364
Amortization of (discounts) premiums
on affiliated notes receivable 171 (364)
Net decrease in interest receivable
from affiliate 4,179 2,840
Net decrease in accrued interest
payable (4,179) (2,840)
Net cash provided by operating
activities $ -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
tender 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 will be 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
will 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.
9<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 first quarter of 1997. No amendments to previously filed
Forms 8-K were filed during the first quarter of 1997.
10<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
President
(Authorized Officer of
Registrant and Chief
Financial Officer)
Date: May 14, 1997
11<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-Q for the quarterly period
ended March 31, 1997
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
(27) Financial data schedule 13
12<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 MARCH 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PLEASE SEE FOOTNOTE 2 RELATING TO INFORMATION IN THIS FDS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $65
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $6,898
<CURRENT-LIABILITIES> $65
<BONDS> $6,833<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $6,898
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $3,074
<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>INCLUDING UNAMORTIZED PREMIUMS.
<F2>SEE NOTE 2 OF NOTES TO FINANCIAL STATEMENTS IN RESORTS INTERNATIONAL HOTEL
FINANCING, INC.'S ("RIHF") FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996 FOR DISCUSSION OF A MERGER IN DECEMBER 1996 OF SUN
INTERNATIONAL NORTH AMERICA,INC., RIHF'S FORMER PARENT, AND THE RELATED
CHANGE IN RIHF'S BASIS OF ACCOUNTING.
</FN>
</TABLE>
