FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended March 31, 2003 |
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| o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from _______________ to _______________ |
Commission file number 000-32987
| COLONY RIH HOLDINGS, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
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| DELAWARE |
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95-4849060 |
| (State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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| RESORTS INTERNATIONAL HOTEL AND CASINO, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
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| DELAWARE |
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95-4828297 |
| (State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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| 1133 Boardwalk |
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| Atlantic City, NJ |
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08401 |
| (Address of principal executive offices) |
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(Zip Code) |
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| Registrants’ telephone number, including area code: | ||
| (609) 344-6000 | ||
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 o |
The number of shares outstanding of Colony RIH Holdings, Inc.’s Class A Common Stock, $0.01 par value, was 38,295 and the number of shares outstanding of Colony RIH Holdings, Inc.’s Class B Common Stock, $0.01 par value, was 774,982, each as of May 13, 2003.
The number of shares outstanding of Resorts International Hotel and Casino, Inc.’s Common Stock, $0.01 par value, was 100 as of May 13, 2003.
COLONY RIH HOLDINGS, INC.
AND
RESORTS INTERNATIONAL HOTEL AND CASINO, INC.
INDEX
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PAGE |
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| PART I. |
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Item 1. |
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4 | |
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Notes to Condensed Consolidated Financial Statements of Colony RIH Holdings, Inc. |
5 |
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9 | |
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Notes to Condensed Consolidated Financial Statements of Resorts International Hotel and Casino, Inc. |
10 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
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Item 3. |
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14 | |
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Item 4. |
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14 | |
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| PART II. |
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Item 1. |
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14 | |
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Item 2. |
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14 | |
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Item 3. |
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14 | |
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Item 4. |
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15 | |
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Item 5. |
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15 | |
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Item 6. |
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15 | |
COLONY RIH HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
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March 31, |
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December 31, |
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(Unaudited) |
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(Note 1) |
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| ASSETS |
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| Current assets |
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| Cash and cash equivalents |
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$ |
23,643 |
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$ |
32,989 |
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| Receivables, net |
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4,830 |
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5,098 |
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| Inventories |
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1,272 |
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1,290 |
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| Prepaid expenses and other current assets |
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4,602 |
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3,338 |
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| Deferred income taxes |
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4,372 |
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4,374 |
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| Total current assets |
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38,719 |
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47,089 |
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| Property and equipment, net |
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154,854 |
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145,841 |
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| Other assets (including $81,471 and $89,971 of restricted cash and cash equivalents in 2003 and 2002, respectively) |
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107,846 |
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116,424 |
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| Total assets |
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$ |
301,419 |
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$ |
309,354 |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| Current liabilities |
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| Current maturities of long-term debt |
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$ |
887 |
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$ |
1,004 |
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| Accounts payable |
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5,807 |
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5,563 |
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| Accrued interest payable |
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863 |
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6,038 |
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| Accrued expenses and other current liabilities |
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20,088 |
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20,778 |
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| Total current liabilities |
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27,645 |
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33,383 |
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| Long-term debt, less current portion |
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182,893 |
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183,008 |
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| Deferred income taxes |
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4,653 |
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4,653 |
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| Redeemable common stock |
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3,875 |
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3,875 |
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| Total liabilities |
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219,066 |
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224,919 |
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| Shareholders’ equity |
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| Common stock: |
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| Class A |
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— |
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— |
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| Class B |
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8 |
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8 |
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| Capital in excess of par |
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73,813 |
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73,813 |
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| Retained earnings |
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8,532 |
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10,614 |
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| Total shareholders’ equity |
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82,353 |
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84,435 |
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| Total liabilities and shareholders’ equity |
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$ |
301,419 |
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$ |
309,354 |
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See accompanying notes
-2-
COLONY RIH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands)
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Three months ended |
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2003 |
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2002 |
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| Revenue: |
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| Casino |
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$ |
56,020 |
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$ |
63,202 |
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| Lodging |
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2,557 |
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3,174 |
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| Food and beverage |
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4,873 |
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5,766 |
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| Other |
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1,362 |
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1,289 |
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| Less: promotional allowances |
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(12,495 |
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(15,998 |
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| Total net revenue |
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52,317 |
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57,433 |
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| Costs and expenses: |
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| Casino |
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29,210 |
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31,002 |
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| Lodging |
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236 |
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427 |
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| Food and beverage |
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2,466 |
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2,838 |
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| Other operating |
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6,447 |
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6,169 |
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| Selling, general, and administrative |
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8,788 |
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9,576 |
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| Depreciation and amortization |
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2,789 |
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1,527 |
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| Total costs and expenses |
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49,936 |
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51,539 |
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| Income from operations |
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2,381 |
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5,894 |
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| Interest income |
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407 |
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230 |
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| Interest expense |
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(5,207 |
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(2,461 |
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| Other expense |
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(209 |
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(33 |
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| Loss on extinguishment of debt |
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— |
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(3,378 |
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| Income (loss) before income taxes |
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(2,628 |
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252 |
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| Credit (provision) for income taxes |
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546 |
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(270 |
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| Net loss |
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$ |
(2,082 |
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$ |
(18 |
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See accompanying notes.
-3-
COLONY RIH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
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Three months ended March 31, |
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2003 |
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2002 |
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| CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net loss |
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$ |
(2,082 |
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$ |
(18 |
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| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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| Loss on extinguishment of debt |
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— |
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3,378 |
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| Depreciation and amortization |
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2,631 |
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2,012 |
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| Amortization of debt premiums, discounts and issuance costs |
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426 |
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183 |
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| Provision for doubtful receivables |
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303 |
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377 |
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| Other |
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18 |
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34 |
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| Provision for (reversal of) discount on CRDA obligations, net of amortization |
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158 |
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(482 |
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| Changes in operating assets and liabilities: |
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| Net (increase) decrease in receivables |
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(35 |
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527 |
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| Net (increase) decrease in inventories and prepaid expenses and other current assets |
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(1,244 |
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624 |
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| Net (increase) decrease in deferred charges and other assets |
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19 |
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(293 |
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| Net increase (decrease) in accounts payable and accrued expenses |
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(453 |
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2,416 |
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| Net decrease in interest payable |
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(5,175 |
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(702 |
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| Net cash provided by (used in) operating activities |
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(5,434 |
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8,056 |
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| CASH FLOWS FROM INVESTING ACTIVITIES: |
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| Releases (purchases) of cash and cash equivalents – restricted |
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8,500 |
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(99,400 |
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| Purchases of property and equipment |
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(11,358 |
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(1,665 |
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| CRDA deposits |
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(704 |
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(714 |
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| CRDA refunds |
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— |
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1,492 |
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| Net cash used in investing activities |
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(3,562 |
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(100,287 |
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| CASH FLOWS FROM FINANCING ACTIVITIES: |
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