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, 1999
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. 1-4748
Sun International North America, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-0763055
(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 -
Total number of pages 18
Exhibit index is on page 17
<PAGE>
Number of shares outstanding of registrant's common stock as of September 30,
1999: 100, all of which are owned by one shareholder. Accordingly there is no
current market for any of such shares.
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.
<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC.
FORM 10-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
at September 30, 1999 and
December 31, 1998 4
Consolidated Statements of
Operations for the Quarter
and Three Quarters Ended
September 30, 1999 and 1998 5
Consolidated Statements of
Cash Flows for the Three
Quarters Ended September 30,
1999 and 1998 6
Notes to Consolidated
Financial Statements 7
Item 2. Management's Discussion and
Analysis of Financial
Condition and Results of
Operations 10
Part II. Other Information
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on
Form 8-K 15
<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, except par value)
<CAPTION>
September 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 22,013 $ 25,160
Receivables, less allowance for
doubtful accounts of $2,079
and $2,436 11,842 8,088
Inventories 1,798 1,523
Prepaid expenses 3,945 2,091
Due from affiliates 3,625 10,096
-------- --------
43,223 46,958
Land held for investment,
development or resale 62,272 56,839
Property and equipment, net of
accumulated depreciation of $30,512
and $22,843 290,318 262,694
Deferred charges and other assets, net 39,978 22,604
Goodwill, net 94,515 96,871
-------- --------
$530,306 $485,966
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 928 $ 2,235
Accounts payable and accrued
liabilities 43,052 46,385
-------- --------
43,980 48,620
-------- --------
Long-term debt, net of current
maturities 272,373 205,940
-------- --------
Deferred income taxes 42,223 42,253
-------- --------
Shareholder's equity:
Common stock - $.01 par value - -
Capital in excess of par 192,635 193,008
Accumulated deficit (20,905) (3,855)
-------- --------
171,730 189,153
$530,306 $485,966
======== ========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
(Unaudited)
<CAPTION>
Quarter Ended Three Quarters Ended
September 30, September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Casino $63,804 $63,324 $168,699 $182,322
Rooms 5,011 5,307 11,109 12,313
Food and beverage 7,573 7,514 19,889 20,454
Other casino/hotel 1,981 3,657 6,109 8,972
------- ------- -------- --------
78,369 79,802 205,806 224,061
Less promotional allowances (8,518) (8,662) (20,384) (22,102)
------- ------- -------- --------
Net casino and resort
revenues 69,851 71,140 185,422 201,959
Tour operations 6,339 3,274 18,472 10,290
Management fees and
other income 3,002 1,950 11,306 4,574
------- -------- -------- --------
79,192 76,364 215,200 216,823
------- ------- -------- --------
Expenses:
Casino 42,022 37,312 115,679 112,291
Rooms 589 850 1,872 2,558
Food and beverage 3,704 4,712 11,816 12,511
Other operating 7,802 7,879 21,965 23,254
Tour operations 6,119 3,018 17,925 9,473
Selling, general and
administrative 10,784 9,571 31,111 29,020
Depreciation and amortization 4,984 4,095 12,881 11,426
Pre-opening expenses 4,335 - 5,398 -
------- ------- -------- --------
80,339 67,437 218,647 200,533
------- ------- -------- --------
Operating income (loss) (1,147) 8,927 (3,447) 16,290
Other income (expense):
Interest income 393 491 1,423 3,143
Interest expense, net (6,649) (4,888) (14,901) (16,166)
Other (123) - (125) -
------- ------- -------- --------
Net earnings (loss) $(7,526) $ 4,530 $(17,050) $ 3,267
======= ======= ======== ========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<CAPTION>
Three Quarters Ended
September 30,
-------------------------
1999 1998
-------- ----------
<S> <C> <C>
Cash flows from operating activities:
Reconciliation of net earnings (loss) to net
cash provided by (used in) operating
activities:
Net earnings (loss) $(17,050) $ 3,267
Depreciation and amortization 13,166 11,802
Provision for doubtful receivables 667 535
Provision for discount on CRDA obligations,
net 412 444
Net change in working capital accounts:
Receivables (3,607) 382
Inventories and prepaid expenses (2,129) (516)
Accounts payable and accrued liabilities (4,959) (11,345)
Net change in deferred charges (876) 62
Net change in deferred tax liability (30) (1,435)
-------- ---------
Net cash provided by (used in) operating
activities (14,406) 3,196
-------- ---------
Cash flows from investing activities:
Payments for construction capital expenditures (31,787) (6,469)
Payments for operating capital expenditures (5,548) (4,776)
Acquisition of other fixed assets (9,433) (8,693)
Desert Inn acquisition costs (15,638) -
Proceeds received from the sale of land 4,200 110,000
Payments of merger costs - (745)
CRDA deposits and bond purchases (1,943) (2,164)
-------- --------
Net cash provided by (used in) investing
activities (60,149) 87,153
-------- ---------
Cash flows from financing activities:
Borrowings 31,000 -
Advances from (repayments to) affiliates 48,591 (10,350)
Repayment of debt (8,183) (107,702)
-------- ---------
Net cash provided by (used in) financing
activities 71,408 (118,052)
-------- ---------
Net decrease in cash and cash equivalents (3,147) (27,703)
Cash and cash equivalents at beginning of period 25,160 50,814
-------- ---------
Cash and cash equivalents at end of period $ 22,013 $ 23,111
======== =========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. General:
-------
The accompanying consolidated interim financial statements, which are
unaudited, include the operations of Sun International North America, Inc.
("SINA") and its subsidiaries. The term "Company" as used herein includes SINA
and its subsidiaries. SINA is a wholly owned subsidiary of Sun International
Hotels Limited ("SIHL").
While the accompanying interim financial information is unaudited,
management of the Company 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 seasonality of the business is described
in Management's Discussion and Analysis of Financial Condition and Results of
Operations in the SINA 1998 Form 10-K. The results of operations for the three
month and nine month periods presented are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 1999.
The notes presented herein are intended to provide supplemental disclosure
of items of significance occurring subsequent to December 31, 1998 and should be
read in conjunction with the Notes to Consolidated Financial Statements
contained in pages 39 through 53 of the SINA 1998 Form 10-K.
B. Recent Events - Nevada:
----------------------
On May 17, 1999, the Company and SIHL entered into an Asset and Land
Purchase Agreement (the "DI Purchase Agreement") with Starwood Hotels and
Resorts Worldwide ("Starwood") pursuant to which SIHL has agreed to acquire the
Desert Inn Hotel and Casino (the "Desert Inn") in Las Vegas for $275 million.
The all cash transaction is subject to the satisfaction of various conditions
contained in the DI Purchase Agreement, including receipt by the Company and
SIHL of a gaming license in Nevada. The Company has been advised by counsel that
the licensing process in Nevada could take up to 18 months. Upon consummation of
this transaction, the Desert Inn will be wholly-owned by SINA.
Pursuant to the DI Purchase Agreement, SIHL has agreed to acquire all of
the assets of Starwood that comprise the Desert Inn, including, a 715-room
hotel, casino, spa and country club situated on 25 acres, an 18 hole
championship golf course on approximately 140 acres and a further 32 acres of
undeveloped land on the Las Vegas Strip located across from the 3,036-room
Venetian Resort Hotel and Casino and the 1.2 million square foot Sands
Convention Center. The Desert Inn facilities underwent a $200 million expansion
and renovation in 1997.
<PAGE>
As part of the transaction, SIHL and Starwood will enter into a marketing
alliance, pursuant to which SIHL's properties on Paradise Island and the Desert
Inn will be included in Starwood's Preferred Guest Program. SIHL and Starwood
also agreed to establish a joint venture with the intention of developing 350
timeshare units at the Desert Inn.
On June 1, 1999, SINA paid $15 million into an escrow account as a deposit,
which amount plus interest will be credited towards the $275 million purchase
price at the closing of the transaction. This deposit is included in deferred
charges and other assets in the accompanying Consolidated Balance Sheets. At the
closing, Starwood has agreed that the Desert Inn will be transferred with $5
million of working capital, as defined. In addition, SIHL has agreed to pay to
Starwood interest on the $275 million purchase price for the period beginning on
the date the sale of Starwood's Caesar's operations to Park Place Entertainment
is consummated and ending on the date the DI Purchase Agreement is consummated
at an annual interest rate equal to the lesser of (i) the interest rate for
revolving loans under Starwood's bank credit agreement or (ii) 7.00% per annum.
In the event the closing of the DI Purchase Agreement does not occur until after
July 17, 2000, interest on the purchase price thereafter shall accrue at 10%.
SIHL intends to finance the payment of amounts due under the DI Purchase
Agreement by using cash flow from operations of its consolidated group,
repayments of subordinated notes receivable held by SIHL and drawing on existing
bank lines. In that regard, SIHL recently amended its previous $375 million
credit facility to allow for borrowings up to $625 million, subject to certain
covenants and restrictions.
C. Reverse Repurchase Agreements:
-----------------------------
Cash equivalents at September 30, 1999 included $10.4 million of reverse
repurchase agreements (federal government securities purchased under agreements
to resell those securities) under which the Company had not taken delivery of
the underlying securities. These agreements matured during the first week of
October 1999.
<PAGE>
D. Statements of Cash Flows:
------------------------
Supplemental disclosures required by Statement of Financial Accounting
Standards No. 95 "Statement of Cash Flows" are presented below.
<TABLE>
<CAPTION>
Three Quarters Ended
September 30,
-------------------------
(In Thousands of Dollars) 1999 1998
- ------------------------------------------------------------------------
<S> <C> <C>
Interest paid, net of capitalization $19,609 $24,228
Income taxes paid 155 1,753
Noncash investing and financing
activities:
Refinancing of capital lease obligation 1,444
Property and equipment acquired under
capital lease obligation 938
Increase in liabilities
for additions to other assets 153 118
- ------------------------------------------------------------------------
</TABLE>
E. Comprehensive Income:
--------------------
Comprehensive income is equal to net earnings (loss) for all periods
presented.
F. Reclassifications:
-----------------
Certain reclassifications have been made to the 1998 balances to conform
with the current year presentation.
G. Commitments and Contingencies:
-----------------------------
Casino Reinvestment Development Authority (the "CRDA")
------------------------------------------------------
The New Jersey Casino Control Act, as amended, requires the Company to
purchase bonds issued by the CRDA, or to make other investments authorized by
the CRDA, in an amount equal to 1.25% of its gross gaming revenues, as defined.
The CRDA bonds have interest rates ranging from 3.6% to 7.0% and have repayment
terms of between 20 and 50 years.
At September 30, 1999, SINA had $8.0 million face value of bonds issued by
the CRDA and had $17.5 million on deposit with the CRDA. These bonds and
deposits, net of an estimated discount to reflect the below-market interest
rates payable on the bonds, are included in deferred charges and other assets in
the accompanying Consolidated Balance Sheets.
In February 1999, the Company and various Atlantic City casinos entered
into agreements with the CRDA to invest in a project the CRDA and the New Jersey
Sports and Exposition Authority are planning, to renovate the existing Atlantic
City Boardwalk Convention Center into a 10,000 to 14,000 seat special events
center (the "Project").
<PAGE>
The Project will be funded in phases through direct investments from
various Atlantic City casinos, including the Company. Of the total budgeted
cost, the Company has agreed to invest $8.7 million in cash which will be paid
from funds the Company has or will have deposited with the CRDA to meet its
investment obligations as described above. As of September 30, 1999, $1.8
million of the total amount deposited with the CRDA by the Company had been
allocated to the Project. As the CRDA allocates funds deposited by the Company
to the Project, the Company will receive an investment credit reducing its
obligation to purchase CRDA bonds in an equal amount.
Purchase Commitments
--------------------
At September 30, 1999, the Company had unfunded contracts in place for
capital expenditures of $3.0 million related a renovation of the Resorts Casino
Hotel (the "Renovation").
Litigation
----------
SINA and certain of its subsidiaries are defendants in certain litigation.
Except for items disclosed in the 1998 SINA 10-K, in the opinion of management,
based upon advice of counsel, the aggregate liability, if any, arising from such
litigation will not have a material adverse effect on the accompanying
consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -----------------------------------------------------------------------------
FINANCIAL CONDITION
- -------------------
Liquidity
- ---------
At September 30, 1999 the Company's current liabilities exceeded its
current assets, which included unrestricted cash and equivalents of $22.0
million, by $.8 million. The Company's cash is required for day-to-day
operations of the Resorts Casino Hotel, including approximately $15 million of
currency and coin on hand which amount varies by days of the week, holidays and
seasons.
As described below, in early July 1999, the Company substantially
completed the Renovation. Available cash balances in excess of those required
for day to day operations were utilized during the quarter to fund the
Renovation. In addition, the Company drew funds available under an existing
credit facility as necessary to meet its cash requirements. This credit facility
is also available to certain of the Company's unconsolidated affiliates.
Capital Expenditures and Resources
- ----------------------------------
As of July 5, 1999, substantially all of the Renovation was completed.
This included extensive renovations to the casino floor, hotel lobby, guestrooms
and suites, room corridors, restaurants the hotel porte cochere and public
areas. In addition, three new theme restaurants were created, replacing two
older restaurants, and a VIP player lounge was constructed. As of September 30,
1999, the Company had spent $44.8 million on the Renovation, and of this amount,
$31.6 million was spent in the first three quarters of 1999.
<PAGE>
Other capital expenditures in 1999 include land purchases of $9.4
million.
Management believes that existing cash balances, the available credit
facility and operating cash flows will provide the Company with sufficient
resources to meet its foreseeable capital expenditure requirements and existing
debt obligations with respect to current operations for at least the next twelve
months.
RESULTS OF OPERATIONS
- ---------------------
Revenues
- --------
Third Quarter and First Three Quarters
--------------------------------------
Atlantic City Casino and Resort Revenues
----------------------------------------
Casino revenues were up $.5 million for the third quarter as a decrease in
slot revenue was more than offset by an increase in table game revenue. In the
first three quarters, casino revenues were down $13.6 million (7.5%), primarily
due to lower slot revenues.
Slot revenues were lower by $1.7 million (3.7%) for the third quarter and
$13.5 million (10.1%) for the three quarters due to a decrease in slot handle
(dollar amounts wagered). Commencing in February 1999, the Company took out of
service and/or removed from the floor as many as 800 slot units from time to
time in order to renovate the existing casino floor. As a result of the
Renovation, during the first three quarters of 1999, Resorts had an average of
1,983 slot units in service compared to 2,256 units during the same period of
1998. For the third quarter the average number of slot units in service was
2,152 compared to 2,276 in 1998. Management expects to continue adding slot
units during the fourth quarter of 1999.
While table games revenues were flat for the first three quarters of 1999
compared to 1998, they were higher by $2.2 million (13.3%) for the third
quarter. This was caused by higher table game drop (dollar amount of chips
purchased) of $40.1 million which was partially offset by an unfavorable
variance in table hold percentage.
The Company also experienced slight decreases in rooms and food and
beverage revenues in the first three quarters as a result of the Renovation.
Throughout the year, in order to complete the renovation of its existing hotel
rooms, the Company took out of service an average of 45 rooms, of its existing
inventory of 658 rooms.
<PAGE>
Other casino/hotel revenues decreased by $1.7 million in the third quarter
and by $2.9 million in the first three quarters compared to the previous year.
These decreases were primarily due to lower complimentary entertainment
revenues. With the availability of "Club 1133", an entertainment lounge which
offers free admission to patrons, there were fewer headliner shows in the main
theatre.
Tour Operations
---------------
Revenues from tour operations increased by $3.1 million (93.6%) for the
third quarter and by $8.2 million (79.5%) for the first three quarters. These
increases were the result of the Company's tour operator subsidiary
significantly expanding its operations in response to the expansion of the
resort operations of a subsidiary of SIHL located in The Bahamas.
Management Fees and Other Income
--------------------------------
Management fees and other income increased by $1.1 million in the third
quarter and $6.7 million in the first three quarters. This increase in revenues
was primarily due to changes in the management services agreement.
Expenses
- --------
Atlantic City Casino and Resort Revenues
----------------------------------------
While casino revenues were flat in the third quarter and were down in the
first three quarters, casino expense increased by $4.7 million and $3.4 million
in the third quarter and first three quarters, respectively. This was primarily
due to increased promotional costs which more than offset a decrease in casino
win tax which is based on a percentage of casino win. As explained above, the
effect of fewer slot machines on the floor and lower hold percentage on table
games had an unfavorable impact on casino revenues. Therefore, the Company was
not able to fully realize the effects of the increased promotional costs.
Selling, General and Administrative
-----------------------------------
Selling, general and administrative costs increased by $1.2 million in the
third quarter and $2.1 million in the first three quarters. This was due to an
increase in corporate payroll and related costs, an increase in capital lease
payments in connection with additional computer equipment acquired, as well as
numerous other administrative costs, none of which were individually
significant.
<PAGE>
Pre-opening Expenses
--------------------
Pre-opening expenses related to the grand opening of the Renovation, which
occurred in July 1999, and which primarily comprised advertising costs.
Other Income (Expense)
- ----------------------
Interest expense was higher by $1.8 million in the third quarter due
primarily to interest cost of $2.1 million in connection with the Company's
credit facility which was not utilized in the prior year. Interest expense in
the first three quarters was lower by $1.3 million. This reflected the reduction
of interest costs on the Company's non-recourse debt which was redeemed in
February 1998.
YEAR 2000 COMPLIANCE
- --------------------
The Company utilizes software and related technologies in parts of its
business that may be affected by the date change in the year 2000 ("Y2K"). The
Company is continuing to address the impact of Y2K on its computer programs,
resort facilities and third party suppliers. SIHL has established a dedicated
Year 2000 Program Office and has contracted with independent consultants to
coordinate the compliance efforts at each of its subsidiaries and ensure that
the project status is monitored and reported throughout the organization.
The Company primarily uses industry standard automated applications in
most of its locations. The majority of these applications are believed to be Y2K
compliant, but the Company is currently testing compliance in coordination with
the vendors.
The Company has finalized its assessment of systems and third party
suppliers. As information is received related to these areas, the Company
develops a strategy for repair or replacement of non-compliant systems as well
as testing and validation of such items. The remediation phase was completed
early in the fourth quarter of 1999.
To date, SIHL estimates that it has spent approximately $1.9 million on
Y2K efforts across all areas and expects to spend a total of approximately $2.2
million when complete. SIHL expects to fund Y2K costs through operating cash
flows. All system costs associated with Y2K are expensed as incurred.
The Company presently believes that upon remediation of its business
software applications, as well as other equipment, the Y2K issue will not
present a materially adverse risk to the Company's future consolidated results
of operations, liquidity and capital resources. However, if such remediation is
not completed in a timely manner or the level of timely compliance by key
suppliers or vendors is not sufficient, the Y2K issue could have a material
impact on the Company's operations including, but not limited to the provision
of adequate utility services at the resort, resulting in loss of revenue,
increased operating costs, loss of customers or suppliers, or other significant
disruptions to the Company's business. The Company has initiated business
continuity and recovery plans which address these issues as far as can be
practical.
<PAGE>
Determining the Y2K readiness of third party products and business
dependencies (including suppliers) requires pursuit, collection and appraisal of
voluntary statements made or provided by those parties, if available, together
with independent factual research. Although the Company has taken, and will
continue to take, reasonable efforts to gather information to determine and
verify the readiness of such products and business dependencies, there can be no
assurance that reliable information will be offered or otherwise available.
Accordingly, notwithstanding the foregoing efforts, there are no assurances that
the Company is correct in its determination or belief that a business dependency
is Y2K ready.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In the first quarter of 1999, the Company adopted Statement of Position
98-5 which states that all start up costs will be charged to expense as
incurred. Adoption of this Statement of Position did not have a material impact
on the consolidated financial statements.
FORWARD LOOKING STATEMENTS
- --------------------------
The statements contained herein include forward-looking statements, within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on current expectations, estimates,
projections, management's beliefs and assumptions made by management. Words such
as "expects", "anticipates", "intends", "plans", "believes", "estimates" and
variations of such words and similar expressions are intended to identify such
forward-looking statements. Such statements include information relating to
plans for future expansion and other business development activities as well as
other capital spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and accordingly, such results may
differ from those expressed in any forward-looking statements made herein. These
risks and uncertainties include, but are not limited to, those relating to
development and construction activities, dependence on existing management,
leverage and debt service (including sensitivity to fluctuations in interest
rates), availability of financing, democratic or global economic conditions,
pending litigation, changes in tax laws or the administration of such laws and
changes in gaming laws or regulations (including the legalization of gaming in
certain jurisdictions).
<PAGE>
PART II. - OTHER INFORMATION
- ----------------------------
Item 1. Legal Proceedings
- --------------------------
The following is an update of the status of certain litigation which was
previously described in "Item 3. Legal Proceedings" of the SINA 1998 Form 10-K.
David Goldkrantz vs. Merv Griffin, Sun International Hotels Limited, et al.
- ---------------------------------------------------------------------------
As reported in SINA's Form 10-Q for the first and second quarters of 1999,
on April 5, 1999, the U.S. District Court for the Southern District of New York
granted the Company's Motion for Summary Judgment dismissing the Goldkrantz
litigation in its entirety. Since the U.S. District Court's dismissal,
Goldkrantz has filed an appeal with the U.S. Court of Appeals.
There have been no further developments in this case.
US District Court Action - SINA v. Lowenschuss
- ----------------------------------------------
As reported in SINA's Form 10-Q for the second quarter of 1999, on June
30, 1999 the United States Court of Appeals for the Third Circuit upheld the
March 26, 1998 decision of the U.S. District Court for the District of New
Jersey dismissing the Company's lawsuit against Lowenschuss. The Company intends
to file a Petition for Certiorari to the United States Supreme Court.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a. Exhibits
The following Part I exhibits are filed herewith:
Exhibit
Number Exhibit
(27) Financial data schedule as of September 30, 1999.
b. Reports on Form 8-K
No Current Report on Form 8-K was filed by SINA covering an event during
the third quarter of 1999. No amendments to previously filed Forms 8-K were
filed during the third quarter of 1999.
<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.
SUN INTERNATIONAL NORTH AMERICA, INC.
(Registrant)
/s/ John Allison
-------------------------------------
John Allison
Executive Vice President - Finance
(Authorized Officer of Registrant
and Chief Financial Officer)
Date: November 12, 1999
<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC.
Form 10-Q for the quarterly period
ended September 30, 1999
EXHIBIT INDEX
Exhibit
Number Exhibit Page Number in Form 10-Q
(27) Financial data schedule as of
September 30, 1999. 18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUN
INTERNATIONAL NORTH AMERICA, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1999, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> $22,013<F1>
<SECURITIES> 0
<RECEIVABLES> $9,014
<ALLOWANCES> $2,079
<INVENTORY> $1,798
<CURRENT-ASSETS> $43,223
<PP&E> $320,830
<DEPRECIATION> $30,512
<TOTAL-ASSETS> $530,306
<CURRENT-LIABILITIES> $43,980
<BONDS> $272,373<F2>
0
0
<COMMON> 0
<OTHER-SE> $171,730
<TOTAL-LIABILITY-AND-EQUITY> $530,306
<SALES> 0
<TOTAL-REVENUES> $215,200
<CGS> 0
<TOTAL-COSTS> $169,257
<OTHER-EXPENSES> $12,881<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $14,901
<INCOME-PRETAX> $(17,050)
<INCOME-TAX> 0
<INCOME-CONTINUING> $(17,050)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $(17,050)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $11,844.
<F2>NET OF UNAMORTIZED (DISCOUNTS) PREMIUMS.
<F3>DEPRECIATION EXPENSE OF $10,538 AND AMORTIZATION EXPENSE OF $2,343.
</FN>
</TABLE>
