SUN INTERNATIONAL HOTELS LTD
6-K, 1999-11-29
MISCELLANEOUS AMUSEMENT & RECREATION
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To Our Shareholders
The Company reported income before pre-opening expenses for the third quarter of
$9.2 million,  compared to $19.1 million for the same period last year. Earnings
per share for the quarter  before  pre-opening  expenses were $0.27  compared to
$0.56 for the same period last year.  Earnings  for the quarter  were lower than
those in the same quarter last year primarily as a result of higher interest and
depreciation charges and poor results at Resorts Atlantic City.

Earnings before interest, taxes, depreciation and pre-openings expenses (EBITDA)
for the  quarter of $35.5  million  increased  by 38.7% over last  year's  $25.6
million.

The Company's  flagship  Paradise Island  operations  generated  EBITDA of $20.4
million compared to $6.4 million in the same period last year. Atlantis achieved
an average  occupancy of 79% for the quarter,  and recorded an average room rate
of $196, an increase of 28% over the same period last year.

The results for the quarter were  adversely  affected by the impact of Hurricane
Floyd during  September.  The property did sustain some damage and experienced a
number of  cancellations.  Rectification  work commenced  immediately.  Although
almost all of the resort is now  operating  normally,  certain  remedial work is
continuing  and should be complete by year-end.  Discussions  with the Company's
insurance  carriers are in progress  regarding  recovery of damage  repair costs
together  with loss of earnings.  EBITDA for the quarter  includes  management's
current  estimate of amounts  anticipated  to be  recovered  from  insurers  for
business interruption related to the hurricane. At the Ocean Club, the company's
59-room boutique hotel on Paradise Island,  Hurricane Floyd caused  considerable
damage to the hotel's garden and beach  facilities  and, in order to ensure that
it will  continue to provide a superb  experience  in the luxury  segment of the
resort market, it has been closed until the 1999 Christmas season to enable full
restoration of its facilities.

The airport on Paradise  Island  closed during the quarter with the sole carrier
to this airport redirecting its service into Nassau  International  Airport. The
airport was closed to enable the Company to begin developing the eastern part of
Paradise  Island into an  exclusive  resort,  with a  championship  golf course,
luxury homes, villas and condominiums.  The airport was closed approximately one
month  ahead  of plan  due to  damage  from  Hurricane  Floyd.  Sales  of  these
properties are expected to commence in the first half of next year.

Resorts  Atlantic  City  generated  EBITDA  of $9.3  million  for  the  quarter,
excluding  pre-opening  expenses,  compared to $13.8 million for the same period
last year. The property did not recover  business levels it had lost while under
reconstruction  in the first half of this year.  Slot  revenues  were below last
year  partly due to a  reduction  in the number of slot  machines  on the casino
floor and  disappointing  results  in the  higher  denomination  segment  of the
market.  Management is focused on addressing  these issues and  additional  slot
machines  will be installed to bring the slot count back to  historical  levels.
Although  table  games  experienced  a 38%  increase  in  drop,  table  win  was
marginally  below  last  year due to an  unusually  low hold  percentage  in the
casino.  This had the effect of further  depressing the quarter's results as the
higher  marketing  costs  incurred to  stimulate  the increase in drop had to be
absorbed without the benefits of increased win. During the quarter, the Atlantic
City  gaming  market  showed  growth  in total  gaming  revenues  of 4% over the
previous year.

The  Mohegan  Sun  Casino,  which is  managed  by  Trading  Cove  Associates,  a
partnership  in which the Company  has a 50%  interest,  performed  well for the
quarter,   generating   earnings  before  interest,   taxes,   management  fees,
depreciation and bingo ("Adjusted EBITDA") of $70.3 million, a 14% increase over
the same period last year.  The property  achieved an Adjusted  EBITDA margin of
38% for the quarter.  Slot  revenues  for the quarter  increased by 17% over the
same period last year with a slot win per unit per day of $495  compared to $423
last year. The overall Connecticut gaming market continued to demonstrate strong
growth in the quarter, with slot revenues increasing by 13% over the same period
last year.  The  Company's  share of  management  fees was $7.3  million for the
quarter.

The Company has recently  amended its current $375  million  credit  facility to
allow for  borrowings  up to $625  million,  subject  to certain  covenants  and
restrictions.  The amended  facility  provides  the company  with the funding to
complete the  acquisition  of the Desert Inn,  which is expected to close during
the second half of 2000.


/s/Sol Kerzner
Sol Kerzner
Chairman of the Board & Chief Executive Officer
November 15, 1999
Paradise Island, The Bahamas

Forward-Looking Statements
This document contains  forward-looking  statements,  which are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995. These  forward-looking  statements  involve risks and  uncertainties  that
could  cause  actual  results  to  differ  materially  from the  forward-looking
statements.


<PAGE>


<TABLE>

                          Sun International Hotels Limited
                      Condensed Consolidated Balance Sheets
                            (In Thousands of Dollars)


<CAPTION>
                                                 September 30,     December 31,
                                                     1999             1998
                                                --------------  ---------------
                                                 (unaudited)
<S>                                                 <C>               <C>
                        Assets
Current assets:
   Cash and cash equivalents                         $ 35,692          $ 61,206
   Restricted cash                                      1,076             1,917
   Trade receivables, net                              44,020            36,319
   Due from affiliates                                 11,172             7,062
   Inventories                                         10,937             8,899
   Prepaid expenses                                    11,253             5,126
                                                -------------     -------------
     Total current assets                             114,150           120,529
   Property and equipment, net                      1,351,407         1,257,165
   Subordinated notes receivable                       94,398            87,385
   Deferred charges and other assets                   47,569            36,889
   Investment in associated companies
    and joint venture                                  26,184            26,894
   Goodwill                                            94,515            96,871
                                               ==============     =============
     Total assets                                 $ 1,728,223       $ 1,625,733
                                               ==============     =============


     Liabilities and Shareholders' Equity
Current liabilities:
   Current maturities of long-term debt               $ 1,726           $ 2,382
   Accounts payable and other liabilities             118,838           130,989
   Capital creditors                                   10,241            33,736
                                               --------------     -------------
       Total current liabilities                      130,805           167,107
                                               --------------     -------------

Long-term debt, net of current maturities             657,572           565,752
Deferred tax liability                                 42,223            42,253
                                               --------------     -------------
   Total liabilities                                  830,600           775,112
                                               --------------     -------------

Shareholders' equity                                  897,623           850,621
                                               --------------     -------------
   Total liabilities and shareholders' equity     $ 1,728,223       $ 1,625,733
                                               ==============     =============
</TABLE>
<PAGE>

<TABLE>
               Sun International Hotels Limited
          Condensed Consolidated Statements of Operations
           (In Thousands of Dollars Except Per Share Data)
                           (Unaudited)

<CAPTION>

                                   For the Three Months     For the Nine Months
                                    Ended September 30,     Ended September 30,
                                     1999         1998       1999        1998
                                   --------------------    --------------------
<S>                                <C>        <C>          <C>        <C>
Revenues:
 Casino and resort revenues        $ 169,515  $ 126,785    $ 539,511  $ 405,076
  Less: promotional allowances       (12,762)   (10,910)     (37,977)   (31,247)
                                   ---------  ---------    ---------  ---------
                                     156,753    115,875      501,534    373,829
 Tour operations                       7,611      3,274       21,584     10,290
 Management and other fees            10,414     10,544       33,780     30,070
 Real estate related                       -          -            -        754
 Other                                   729        706        2,141      2,072
                                   ---------  ---------    ---------  ---------
                                     175,507    130,399      559,039    417,015
                                   ---------  ---------    ---------  ---------
Expenses:
 Casino and resort expenses          107,685     82,941      321,347    251,696
 Tour operations                       7,384      3,207       21,441     10,022
 Selling, general and administrative  21,139     14,143       64,143     51,881
 Corporate expenses                    3,824      4,486       12,663     14,394
 Depreciation and amortization        15,006      7,915       42,933     23,140
 Pre-opening expenses                  4,335          -        5,398          -
                                   ---------  ---------    ---------  ---------
                                     159,373    112,692      467,925    351,133
                                   ---------  ---------    ---------  ---------
Operating income                      16,134     17,707       91,114     65,882

Other income and expenses:
 Interest income                       3,068      3,435        9,494     12,371
 Interest expense, net of
  capitalization                     (12,325)      (236)     (37,186)    (2,450)
 Equity in earnings of associated
  company                                365        231        1,700      1,041
 Other, net                              159          -          865          -
                                   ---------  ---------    ---------  ---------
Income before income taxes             7,401     21,137       65,987     76,844
Provision for income taxes            (2,528)    (1,996)      (7,477)    (5,996)
                                   ---------  ---------    ---------  ---------
 Net income                          $ 4,873   $ 19,141     $ 58,510   $ 70,848
                                   =========  =========    =========  =========

Diluted earnings per share            $ 0.14     $ 0.56       $ 1.71     $ 2.07
                                   =========  =========    =========  =========
Weighted average number of shares
 outstanding                          34,148     34,218       34,269     34,189
                                   =========  =========    =========  =========
</TABLE>
<PAGE>

<TABLE>
                        Sun International Hotels Limited
                      Consolidated Statement of Cash Flows
                             (Dollars in thousands)
                                  (Unaudited)

<CAPTION>
                                                    For the Three Months Ended
                                                          September 30,
                                                      1999               1998
                                                   ----------         ---------
<S>                                                 <C>               <C>
Cashflows from operating activities:
  Reconciliation of net income to net cash
   provided by operating activities:
    Net income                                       $ 4,873          $ 19,141
    Depreciation and amortization                     15,587             8,479
    Provision for doubtful receivables                 1,247               321
    Provision for discount on CRDA obligations, net      157               156
    Gain on disposal of fixed assets                    (159)                -
    Net change in working capital accounts           (10,045)           (3,965)
    Net change in deferred charges                     1,129            (1,792)
    Net change in deferred tax liability                   -              (500)
    Equity earnings from affiliates, net                (365)             (231)
                                                    --------          --------
      Net cash provided by operating activities       12,424            21,609
                                                    --------          --------
Cashflows from investing activities:
  Payments for construction capital expenditures     (14,743)          (91,001)
  Other operating capital expenditures               (12,884)          (10,841)
  Acquisition of other fixed assets                      (47)          (10,209)
  Desert Inn acquisition costs                          (366)                -
  Proceeds from the sale of assets                     4,364                 -
  Payments for investment in joint venture                (5)
  Preopening expenses                                      -            (5,246)
  Payments for expenses of merger                          -               (34)
  CRDA deposits                                         (680)             (744)
                                                    --------          --------
    Net cash used in investing activities            (24,361)         (118,075)
                                                    --------          --------

Cashflows from financing activities:
  Proceeds from issuance of debt                      37,000            80,000
  Repayment of debt                                  (11,436)             (721)
  Payment for purchase of treasury shares            (12,354)                -
  Proceeds from exercise of stock options                304               239
                                                    --------          --------
    Net cash provided by financing activities         13,514            79,518
                                                    --------          --------
Net increase (decrease) in cash and cash equivalents   1,577           (16,948)
Cash and cash equivalents at beginning of period      35,191            50,456
                                                    --------          --------
Cash and cash equivalents at end of period          $ 36,768          $ 33,508
                                                    ========          ========
</TABLE>




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