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 June 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 -
Exhibit Index is presented on page 17
Total number of pages 17
<PAGE>
- --------------------------------------------------------------------------------
17
- --------------------------------------------------------------------------------
Number of shares outstanding of registrant's common stock as of June 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 June 30, 1999 and
December 31, 1998 4
Consolidated Statements of
Operations for the Three Months
and Six Months Ended June 30,
1999 and 1998 5
Consolidated Statements of
Cash Flows for the Six Months
Ended June 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 14
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>
June 30, December 31,
1999 1998
<S> <C> <C>
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents ........... $ 19,123 $ 25,160
Receivables, less allowance for
doubtful accounts of $1,989
and $2,436 ......................... 10,208 8,088
Inventories ......................... 1,744 1,523
Prepaid expenses .............. ..... 4,295 2,091
Due from affiliates ................. - 10,096
--------- ---------
35,370 46,958
Land held for investment,
development or resale ................ 66,225 56,839
Property and equipment, net of
accumulated depreciation of $26,339
and $22,843 .......................... 287,222 262,694
Deferred charges and other assets,
net .................................. 39,689 22,604
Goodwill, net ......................... 95,176 96,871
--------- ---------
$ 523,682 $ 485,966
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt . $ 2,182 $ 2,235
Accounts payable and accrued
liabilities ......................... 53,070 46,385
--------- ---------
55,252 48,620
--------- ---------
Long-term debt, net of current
maturities ............................ 246,951 205,940
--------- ---------
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 ................... (13,379) (3,855)
--------- ---------
179,256 189,153
--------- ---------
$ 523,682 $ 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>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Casino $54,209 $59,257 $104,895 $118,998
Rooms 3,593 4,064 6,098 7,006
Food and beverage 6,449 6,625 12,316 12,940
Other casino/hotel revenues 2,159 2,535 4,128 5,315
------- ------- -------- --------
66,410 72,481 127,437 144,259
Less promotional allowances (6,192) (6,946) (11,866) (13,440)
------- ------- -------- --------
Net casino and resort
revenues 60,218 65,535 115,571 130,819
Tour operations 6,116 3,591 12,133 7,016
Management fees and other income 3,824 935 8,304 2,624
------- ------- -------- --------
70,158 70,061 136,008 140,459
------- ------- -------- --------
Expenses:
Casino 37,343 37,164 73,657 74,979
Rooms 656 780 1,283 1,708
Food and beverage 4,353 4,029 8,112 7,799
Other casino/hotel operating
expenses 7,188 7,648 14,163 15,375
Tour operations 5,933 3,311 11,806 6,455
Selling, general and
administrative 10,400 8,343 20,327 19,449
Depreciation and amortization 4,202 3,774 7,897 7,331
Pre-opening expenses 1,063 - 1,063 -
------- ------- -------- ---------
71,138 65,049 138,308 133,096
------- ------- -------- --------
Operating income (loss) (980) 5,012 (2,300) 7,363
Other income (expense):
Interest income 381 556 1,030 2,652
Interest expense, net (4,317) (4,875) (8,252) (11,278)
------- ------ -------- --------
Earnings (loss) before
income taxes (4,916) 693 (9,522) (1,263)
Income tax benefit (expense) - 294 (2) -
------- ------- -------- --------
Net earnings (loss) $(4,916) $ 987 $ (9,524) $ (1,263)
======= ======= ======== =========
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>
Six Months Ended June 30,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Reconciliation of net loss to net
cash provided by (used in) operating activities:
Net loss $ (9,524) $ (1,263)
Depreciation and amortization 8,051 7,580
Provision for doubtful receivables 382 305
Provision for discount on CRDA
obligations, net 255 288
Net change in working capital accounts:
Receivables (1,688) 1,064
Inventories and prepaid expenses (2,425) (1,061)
Accounts payable and accrued liabilities 1,888 (4,397)
Net change in deferred charges (1,160) 144
Net change in deferred tax liability (30) (935)
-------- ---------
Net cash provided by (used in) operating
activities (4,251) 1,725
-------- ---------
Cash flows from investing activities:
Payments for construction capital expenditures (23,665) (4,376)
Payments for operating capital expenditures (2,624) (2,489)
Acquisition of other fixed assets (9,386) (6,429)
Deposit on purchase of Desert Inn (15,272) -
Proceeds received from the sale of land - 110,000
Payments of merger costs - (711)
CRDA deposits and bond purchases (1,263) (1,420)
-------- ---------
Net cash provided by (used in) investing
activities (52,210) 94,575
-------- ---------
Cash flows from financing activities:
Borrowings 42,011 -
Advances from (repayments to) affiliates 10,216 (17,791)
Repayment of debt (1,803) (107,001)
-------- ---------
Net cash provided by (used in) financing
activities 50,424 (124,792)
-------- ---------
Net decrease in cash and cash equivalents (6,037) (28,492)
Cash and cash equivalents at beginning of period 25,160 50,814
-------- ---------
Cash and cash equivalents at end of period $ 19,123 $ 22,322
======== =========
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 six 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 are in excellent condition, having
undergone 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, drawing on existing
bank lines and accessing capital markets.
C. Reverse Repurchase Agreements:
Cash equivalents at June 30, 1999 included $6.3 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
July 1999.
D Statements of Cash Flows:
Supplemental disclosures required by Statement of Financial Accounting
Standards No. 95 "Statement of Cash Flows" are presented below.
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(In Thousands of Dollars) 1999 1998
- ------------------------------------------------------------------------
<S> <C> <C>
Interest paid, net of capitalization $8,479 $14,851
Income taxes paid, net 129 1,198
Noncash investing and financing
activities:
Refinancing of capital lease obligation 1,444 -
Property and equipment acquired under
capital lease obligation 738 -
Increase in liabilities
for additions to other assets 27 71
- ------------------------------------------------------------------------
</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 June 30, 1999, SINA had $11.4 million face value of bonds issued by
the CRDA and had $16.8 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 is budgeted to cost $72.9 million and 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 June 30, 1999, $1.4 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 June 30, 1999, the Company had unfunded contracts in place for
capital expenditures of $4.9 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 June 30, 1999 the Company's current liabilities exceeded its current
assets by $19.9 million. The Company's cash is required for day-to-day
operations of the Resorts Casino Hotel, including approximately $15.0 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 have been 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.
<PAGE>
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. The Company plans to
renovate the entertainment lounge, which is scheduled to commence in early
January 2000 and is anticipated to be completed during the first quarter of
2000. The total cost of the Renovation, including the work scheduled for early
2000, is expected to be approximately $52.0 million. As of June 30, 1999, the
Company had spent $36.6 million on the Renovation, and of this amount, $23.5
million was spent in the first six months of 1999.
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
Second Quarter and First Half of 1999 Compared to 1998
Atlantic City Casino and Resort Revenues
Casino revenues were down $5.0 million (8.5%) for the second quarter
and $14.1 million (11.9%) for the first half of 1999. The decrease in both
periods was primarily due to lower slot revenues and, to a lesser extent, a
decrease in table game revenues.
Slot revenues were lower by $3.5 million (7.9%) for the second quarter
and $11.6 million (13.3%) for the first half 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. During the second quarter
of 1999, Resorts had an average of 1,901 slot units in service compared to 2,244
units during the same period of 1998 as a result of the Renovation.
Table games revenues were lower by $1.5 million (10.5%) for the second
quarter and $2.2 million (7.2%) for the first half due to a decrease in table
game drop (the dollar amount of chips purchased). Throughout the second quarter,
the Company continued to add, remove, and relocate table game units due to the
Renovation. As a result, there was an average of 64 table games units in service
compared to 78 units during the second quarter of 1998.
<PAGE>
The Company also experienced slight decreases in rooms, food and
beverage and other casino and resort revenues, in both the second quarter and
first half, 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.
Tour operations
Revenues from tour operations increased by $2.5 million (70.3%) for the
second quarter and by $5.1 million (72.9%) for the first half. 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 $2.9 million in the
second quarter and $5.7 million in the first half. This increase in revenues was
primarily due to changes in the management services agreement. The increase in
management fees for the first half was partially offset by a decrease in other
income as the first half of 1998 included rental income of $754,000 for land
sold by the Company in February 1998.
Expenses
Atlantic City Casino and Resort Revenues
While casino revenues in the second quarter were down, casino expense
increased slightly. This was due to increased promotional costs which more than
offset a decrease of $500,000 in casino win tax which is based on a percentage
of casino win. During the second quarter management decided to increase cash and
coin promotions to entice patrons during the Renovation. Casino expense was
lower by $1.3 million for the first half due to lower casino win tax.
Selling, general and administrative
Selling, general and administrative costs increased by $2.1 million in
the second quarter and $878,000 in the first half. This was due primarily
to an increase in corporate payroll and related costs, as well as numerous
other administrative costs, none of which were individually significant.
<PAGE>
Pre-opening expenses
Pre-opening expenses of $1.1 million were incurred in the second
quarter related to the grand opening of the Renovation, which occurred in
July 1999, and which primarily comprised advertising costs. Other Income
(Expense).
Other Income (Expense)
Interest expense was lower by $3.0 million in the first half. Interest
expense in 1998 included $1.5 million of interest costs on the Company's
non-recourse debt which was redeemed in February 1998. In the first half of
1999, interest costs capitalized in connection with the Renovation amounted to
$907,000.
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 is expected to be
complete by the third quarter of 1999.
To date, SIHL estimates that it has spent approximately $1.6 million on
Y2K efforts across all areas and expects to spend a total of approximately $2.0
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 quarterly period ended March
31, 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
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
(10) Asset and Land Purchase Agreement between Sheraton
Desert Inn Corporation, Starwood Hotels and Resorts
Worldwide, Inc., Sheraton Gaming Corporation, Sun
International Hotels Limited and Sun International,
Nevada Inc. dated as of May 17, 1999 (Incorporated by
reference to Exhibit 3.1 of Sun International Hotels
Limited Form 20-F for the fiscal year ended December
31, 1998 in file No. 0-22794).
(27) Financial data schedule as of June 30, 1999.
b. Reports on Form 8-K
No Current Report on Form 8-K was filed by SINA covering an event
during the second quarter of 1999. No amendments to previously filed Forms 8-K
were filed during the second 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: August 12, 1999
<PAGE>
SUN INTERNATIONAL NORTH AMERICA, INC.
Form 10-Q for the quarterly period
ended June 30, 1999
EXHIBIT INDEX
Exhibit
Number Exhibit Page Number in Form 10-Q
(10) Asset and Land Purchase (Incorporated by
Agreement between Sheraton reference to Exhibit
Desert Inn Corporation, Starwood 3.1 of Sun International
Hotels and Resorts Worldwide, Inc., Hotels Limited Form 20-F
Sheraton Gaming Corporation, Sun for the fiscal year ended
International Hotels Limited and December 31, 1998 in File
Sun International, Nevada Inc. No. 0-22794).
dated as of May 17, 1999.
(27) Financial data schedule as of
June 30, 1999. Page 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 JUNE 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> JUN-30-1999
<CASH> $19,123<F1>
<SECURITIES> 0
<RECEIVABLES> $7,089
<ALLOWANCES> $1,989
<INVENTORY> $1,744
<CURRENT-ASSETS> $35,370
<PP&E> $313,561
<DEPRECIATION> $26,339
<TOTAL-ASSETS> $523,682
<CURRENT-LIABILITIES> $55,252
<BONDS> $246,951<F2>
0
0
<COMMON> 0
<OTHER-SE> $179,256
<TOTAL-LIABILITY-AND-EQUITY> $523,682
<SALES> 0
<TOTAL-REVENUES> $136,008
<CGS> 0
<TOTAL-COSTS> $109,021
<OTHER-EXPENSES> $7,897<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $8,252
<INCOME-PRETAX> $(9,522)
<INCOME-TAX> $(2)
<INCOME-CONTINUING> $(9,524)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $(9,524)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $6,626.
<F2>NET OF UNAMORTIZED (DISCOUNTS) PREMIUMS.
<F3>DEPRECIATION EXPENSE OF $6,335 AND AMORTIZATION EXPENSE OF $1,562.
</FN>
</TABLE>
