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, 1995
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.)
1133 Boardwalk, Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Code)
(609) 344-6000
(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 June 30, 1995: One. There is no current market for the
registrant's common stock.
Exhibit Index is presented on page 9
Total number of pages 10
1<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
FORM 10-Q
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets at June 30,
1995 and December 31, 1994 3
Statements of Operations for
the Quarters and Halves ended
June 30, 1995 and 1994 4
Statements of Cash Flows for
the Halves ended June 30,
1995 and 1994 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 6. Exhibits and Reports on
Form 8-K 7
2<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
June 30, December 31,
1995 1994
(Unaudited)
ASSETS
Current assets - interest receivable
from affiliate $ 4,237 $ 4,113
Notes receivable from affiliate, net
of unamortized discounts 126,074 125,309
$130,311 $129,422
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities - accrued interest
payable $ 4,237 $ 4,113
Long-term debt, net of unamortized
discounts 126,074 125,309
Shareholder's equity - common stock
$.01 par value
$130,311 $129,422
3<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
(Unaudited)
Quarter Ended Half Ended
June 30, June 30,
1995 1994 1995 1994
Revenues:
Affiliated interest income $4,112 $2,857 $8,306 $2,857
Amortization of discounts
on affiliated notes
receivable 296 207 765 207
4,408 3,064 9,071 3,064
Expenses:
Interest expense 4,112 2,857 8,306 2,857
Amortization of debt
discounts 296 207 765 207
4,408 3,064 9,071 3,064
Net earnings $ -0- $ -0- $ -0- $ -0-
4<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
Half Ended
June 30,
1995 1994
Cash flows from operating activities:
Interest received $ 8,182 $ -0-
Interest paid (8,182) -0-
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"). GGE
was known as Resorts International, Inc. until its name change, which
was effective June 30, 1995. "GGE" is used herein to refer to RIHF's
parent corporation both before and after its name change. RIHF was
organized to issue public debt securities in connection with a plan of
reorganization of GGE which was effective May 3, 1994. Prior thereto
RIHF had no operations.
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, 1994 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, 1994.
B. Statements of Cash Flows:
S u pplemental disclosures required by Statement of Financial
Accounting Standards No. 95 "Statement of Cash Flows" are presented
below.
Half Ended
June 30,
(In Thousands of Dollars) 1995 1994
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 765
Amortization of discounts on
affiliated notes receivable (765)
Net increase in interest receivable
from affiliate (124)
Net increase in accrued interest
payable 124
Net cash provided by operating activities $ -0- $ -0-
6<PAGE>
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 (the "Mortgage Notes") and $35,000,000 principal amount
of 11.375% Junior Mortgage Notes (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 "New Debt Securities."
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 New 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 New Debt Securities or certain similar
financing activities.
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 second quarter of 1995. No amendments to previously filed
Forms 8-K were filed during the second quarter of 1995.
7<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: August 10, 1995
8<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-Q for the quarterly period
ended June 30, 1995
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
(27) Financial data schedule 10
9<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESORTS
INTERNATIONAL HOTEL, INC.'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED IN THE FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> $32,548<F1>
<SECURITIES> 0
<RECEIVABLES> $9,213
<ALLOWANCES> $4,010
<INVENTORY> $2,463
<CURRENT-ASSETS> $50,742
<PP&E> $214,963
<DEPRECIATION> $55,836
<TOTAL-ASSETS> $222,015
<CURRENT-LIABILITIES> $37,850
<BONDS> $127,295<F2>
<COMMON> $1,000
0
0
<OTHER-SE> $36,470
<TOTAL-LIABILITY-AND-EQUITY> $222,015
<SALES> 0
<TOTAL-REVENUES> $142,240
<CGS> 0
<TOTAL-COSTS> $101,629<F3>
<OTHER-EXPENSES> $6,944<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $9,101
<INCOME-PRETAX> $2,334
<INCOME-TAX> 0
<INCOME-CONTINUING> $2,334
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> $2,334
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES NON-RESTRICTED CASH EQUIVALENTS OF $17,769.
<F2>NET OF UNAMORTIZED DISCOUNTS.
<F3>EXCLUDES DEPRECIATION EXPENSE.
<F4>DEPRECIATION EXPENSE.
</FN>
</TABLE>
