EX-23.5 16 a2163915zex-23_5.htm EXHIBIT 23.5
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Exhibit 23.5


KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)

(Unaudited)

 
  June 30, 2005
  December 31, 2004
ASSETS            
Current assets:            
  Cash and cash equivalents   $ 243,017   $ 180,341
  Restricted cash     16,207     2,768
  Short-term investments     119,388     203,940
  Trade receivables, net     40,817     41,743
  Due from affiliates     23,668     15,682
  Inventories     17,363     13,453
  Assets held for sale     5,416     12,289
  Prepaid expenses and other assets     37,144     21,685
   
 
   
Total current assets

 

 

503,020

 

 

491,901
  Property and equipment, net     1,507,334     1,347,640
  Intangible asset, net     11,922    
  Due from affiliates—non-current     30,399     81,737
  Deferred tax asset, net     13,616     11,181
  Deferred charges and other assets, net     45,846     40,678
  Investments in associated companies     157,035     114,138
   
 
    Total assets   $ 2,269,172   $ 2,087,275
   
 

1


 
   
   
 
LIABILITIES AND SHAREHOLDERS' EQUITY              
  Current liabilities:              
  Current maturities of long-term debt   $ 5,418   $ 659  
  Accounts payable and accrued liabilities     179,712     168,225  
  Due to affiliates     13,181     500  
  Capital creditors     29,217     16,032  
   
 
 
    Total current liabilities     227,528     185,416  
   
 
 
Deferred revenue     21,548     20,419  
Other long-term liabilities     9,407     7,099  
Due to affiliates—non-current     21,115      
Long-term debt, net of current maturities     805,491     754,129  
   
 
 
    Total liabilities     1,085,089     967,063  
   
 
 
Minority and noncontrolling interest     5,884     3,934  
Commitments and contingencies (Note 14)              
Shareholders' equity:              
  Preference shares, $.001 par value, 100,000,000 authorized; zero issued and outstanding          
  Ordinary shares, $.001 par value, 250,000,000 authorized; 43,393,200 and 42,971,878 issued and outstanding at June 30, 2005 and December 31, 2004, respectively     43     43  
  Capital in excess of par     983,345     971,952  
  Retained earnings     384,994     336,543  
  Accumulated other comprehensive loss     (12,414 )   (13,898 )
  Deferred compensation     (15,000 )   (15,593 )
   
 
 
      1,340,968     1,279,047  
Treasury shares, 7,072,029 shares at June 30, 2005 and December 31, 2004     (162,769 )   (162,769 )
   
 
 
    Total shareholders' equity     1,178,199     1,116,278  
   
 
 
    Total liabilities and shareholders' equity   $ 2,269,172   $ 2,087,275  
   
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KERNZER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except per share data)

(Unaudited)

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2005
  2004
  2005
  2004
 
Revenues:                          
  Casino and resort revenues   $ 170,082   $ 157,961   $ 358,786   $ 327,148  
  Less: promotional allowances     (5,392 )   (5,468 )   (13,162 )   (12,879 )
   
 
 
 
 
    Net casino and resort revenues     164,690     152,493     345,624     314,269  
  Tour operations     13,267     11,235     26,260     24,072  
  Management, development and other fees     3,270     3,658     9,456     9,073  
  Other     1,055     934     2,680     2,019  
   
 
 
 
 
      182,282     168,320     384,020     349,433  
   
 
 
 
 
Costs and expenses:                          
  Casino and resort expenses     86,399     78,474     171,134     157,535  
  Tour operations     11,100     8,961     22,169     19,902  
  Selling, general and administrative     32,531     30,312     64,699     61,954  
  Corporate expenses     11,257     10,458     20,847     19,215  
  Depreciation and amortization     17,492     14,631     33,176     29,587  
  Pre-opening expenses     1,256     396     1,748     3,258  
  UK gaming write-off             10,529      
  Impairment of notes receivable     25,043         25,043      
   
 
 
 
 
      185,078     143,232     349,345     291,451  
   
 
 
 
 
Income (loss) from operations     (2,796 )   25,088     34,675     57,982  
Relinquishment fees—equity in earnings of TCA     9,688     9,045     18,366     17,767  
Other income (expense):                          
  Interest income     2,568     779     4,789     1,390  
  Interest expense, net of capitalization     (10,777 )   (8,929 )   (21,159 )   (17,093 )
  Equity in earnings of associated companies     5,120     2,466     9,285     7,166  
  Other, net     6     509     12     427  
   
 
 
 
 
Other expense, net     (3,083 )   (5,175 )   (7,073 )   (8,110 )
Income before income taxes and minority and noncontrolling interests     3,809     28,958     45,968     67,639  
Benefit (provision) for income taxes     1,814     (295 )   110     (481 )
Minority and noncontrolling interests     4,878     1,479     2,373     3,802  
   
 
 
 
 
Net income   $ 10,501   $ 30,142   $ 48,451   $ 70,960  
   
 
 
 
 
Earnings per share-basic   $ 0.29   $ 0.97   $ 1.35   $ 2.31  
   
 
 
 
 
Weighted average number of shares outstanding-basic     35,962     31,034     35,855     30,748  
Earnings per share-diluted   $ 0.28   $ 0.94   $ 1.29   $ 2.21  
   
 
 
 
 
Weighted average number of shares outstanding-diluted     37,537     32,232     37,583     32,130  

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2005
(In thousands)
(Unaudited)

 
 

Ordinary Shares

   
   
   
   
   
   
   
 
 
   
   
  Accumulated
Other
Comprehensive
Income (Loss)

   
   
   
   
 
 
  Capital in
Excess
of Par

  Retained
Earnings

  Treasury
Shares

  Deferred
Compensation

  Total
Shareholders'
Equity

  Comprehensive
Income (Loss) for the Period

 
 
  Shares
  Amount
 
Balance at January 1, 2005   42,972   $ 43   $ 971,952   $ 336,543   $ (13,898 ) $ (162,769 ) $ (15,593 ) $ 1,116,278        

Translation reserves

 


 

 


 

 


 

 


 

 

(283

)

 


 

 


 

 

(283

)

 

(283

)
Unrealized gains on available-for-sale securities                   307             307     307  
Unrealized gains on investments in associated companies                     1,460             1,460     1,460  
Exercise of share options   395         9,842                     9,842      
Issuance of restricted share awards   30         1,759                 (1,759 )        
Cancellation of restricted share awards   (4 )       (208 )               208          
Amortization of deferred compensation expense                           2,144     2,144      
Net income               48,451                 48,451     48,451  
   
 
 
 
 
 
 
 
 
 
  Balance at June 30, 2005   43,393   $ 43   $ 983,345   $ 384,994   $ (12,414 ) $ (162,769 ) $ (15,000 ) $ 1,178,199   $ 49,935  
   
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)

(Unaudited)

 
  For the Six Months
Ended June 30,

 
 
  2005
  2004
 
Cash flows from operating activities              
Net income   $ 48,451   $ 70,960  
  Depreciation and amortization     33,176     29,587  
  Amortization of debt issuance costs, premiums and discounts     2,096     1,340  
  UK gaming costs     10,529      
  Impairment of notes receivable     25,043      
  Recognition of deferred compensation expense     2,144     751  
  (Gain) loss on disposition of property and equipment     (58 )   574  
  Equity in earnings from associated companies, net of dividends received     (8,035 )   (7,183 )
  Minority and noncontrolling interests-Palmilla JV, LLC and Reethi Rah Pvt Ltd     (3,021 )   (3,684 )
  Provision for doubtful accounts     1,217     1,857  
  Deferred income tax benefit     (7,277 )   (5,621 )
  Net change in working capital accounts     16,170     (6,075 )
  Net change in other balance sheet accounts:              
    Deferred charges and other assets     (4,946 )   (1,799 )
    Deferred revenue     1,776     2,207  
    Other long-term liabilities     2,363     74  
  Other     2,307     (446 )
   
 
 
    Net cash provided by operating activities     121,935     82,542  
   
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 
  Payments for property and equipment     (65,608 )   (54,316 )
  Redemption (purchase) of short-term investments, net     85,245     (74,804 )
  Acquisition of equity interest in BLB Investors, L.L.C.         (47,359 )
  Acquisition of equity interest in Kerzner Istithmar Limited     (29,932 )   (10,400 )
  Advances to affiliates, net     (43,869 )   (20,937 )
  Cash resulting from the initial consolidation of variable interest entities     1,519     7,047  
  Deferred contract acquisition costs     (1,145 )   (2,874 )
  Acquisition of assets from Club Méditerranée (Bahamas) Limited         (6,302 )
  Deposit for real estate acquisition     (1,000 )    
  Change in restricted cash     (13,439 )   (4,026 )
  Sale of debt and equity interest in the One&Only Kanuhura     340      
  Dispositions of property and equipment     64     197  
   
 
 
    Net cash used in investing activities     (67,825 )   (213,774 )
   
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 
  Proceeds from issuance of convertible debt         230,000  
  Borrowings         5,000  
  Repayment of debt     (1,276 )   (6,009 )
  Proceeds from exercise of share options     9,842     27,394  
  Debt issuance and modification costs         (6,668 )
   
 
 
    Net cash provided by financing activities     8,566     249,717  
   
 
 

Net increase in cash and cash equivalents

 

 

62,676

 

 

118,485

 
Cash and cash equivalents at beginning of period     180,341     60,232  
   
 
 
Cash and cash equivalents at end of period   $ 243,017   $ 178,717  
   
 
 

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KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands of U.S. dollars)

(Unaudited)

Supplemental disclosure of cash flow and non-cash investing and financing activities:

 
  For the Six Months
Ended June 30,

 
  2005
  2004
Interest paid   $ 17,502   $ 14,028
Income taxes paid     2,510     3,459
Change in fair value of interest rate swap agreements     952     4,596
Equipment acquired under capital lease obligations         687
Assets acquired and liabilities assumed, net excluding cash, in connection with initial consolidation of Reethi Rah     3,452    

        The accompanying notes are an integral part of these condensed consolidated financial statements.

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KERZNER INTERNATIONAL LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables are in thousands of U.S. dollars, except share data)

(Unaudited)

Note 1—Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of Kerzner International Limited ("Kerzner" or the "Company") have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In management's opinion, however, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 2005, its results of operations for the three and six months ended June 30, 2005 and 2004 and cash flows for the six months ended June 30, 2005 and 2004. The results of operations for the three and six months ended June 30, 2005 and 2004 and cash flows for the six months ended June 30, 2005 and 2004 may not, and should not be construed as necessarily indicative of the results of operations or cash flows which may be reported for the remainder of 2005 or thereafter. This information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2004 (the "Form 20-F").

        Although the Company does not have any equity ownership interest in Reethi Rah Resort Pvt Ltd ("Reethi Rah"), the entity that owns and operates One&Only Maldives at Reethi Rah Island ("One&Only Maldives at Reethi Rah"), the Company has determined that Reethi Rah is a variable interest entity that is subject to consolidation in accordance with the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 46(R) ("FIN 46R"), "Consolidation of Variable Interest Entities." As of May 1, 2005, when the resort commenced operations, and the Company finalized a senior subordinated credit agreement with Reethi Rah, the Company became the primary beneficiary of Reethi Rah under FIN 46R, resulting in the Company consolidating Reethi Rah into its consolidated financial statements as of this date. See Note 3—Consolidation of Reethi Rah for further discussion.

        The significant accounting policies followed for condensed consolidated financial statements are the same as those disclosed in Note 2 of the notes to the consolidated financial statements included in the Company's Form 20-F. New accounting policies which apply to the period ended June 30, 2005 and/or those which are required disclosure for interim financial statements are included in Note 2—Summary of Significant Accounting Policies below.

Note 2—Summary of Significant Accounting Policies

Property and Equipment and Depreciation

        Property and equipment is stated at cost and its components (other than land) are depreciated over the estimated useful lives reported below using the straight-line method. Buildings at One&Only Maldives at Reethi Rah are depreciated over 25 years, which represents the term of the land lease for

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the island on which the property is located. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the improvements.

Buildings   25-40 years
Land improvements and utilities   14 years
Furniture, machinery and equipment   3-10 years

        Expenditures for renewals and betterments, which increase the estimated useful life or capacity of the assets, are capitalized; expenditures for repairs and maintenance are expensed when incurred. Gains or losses on dispositions of property and equipment are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Construction in progress relates to assets not yet placed in service and are not currently being depreciated.

        For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the total cost of the redeveloped property, including the undepreciated net book value of the property carried forward, exceeds the estimated fair value of redeveloped property, the excess is charged to expense. For the six months ended June 30, 2005, the total amount of undepreciated book value carried forward on redeveloped properties was $3.5 million.

Intangible Asset

        Reethi Rah has entered into to a long-term land lease with the government of the Maldives for the land on which One&Only Maldives at Reethi Rah is constructed. This below market land lease was valued using the business combination principles under Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." In accordance with the consolidation of Reethi Rah under FIN 46R, all of the assets and liabilities of Reethi Rah were consolidated at their respective fair values. Intangible asset represents the estimated fair value of Reethi Rah's land lease, net of amortization. The land lease intangible asset has a carrying amount of $12.0 million and is being amortized over 25 years. As of June 30, 2005, the land lease intangible asset, net of accumulated amortization was $11.9 million. Amortization expense of this intangible asset was $0.1 million for the three and six months ended June 30, 2005. The Company expects to incur $0.2 million of amortization for the second half of 2005 and $0.5 million of amortization each year from 2006 through 2010.

Loan Impairment

        The Company applies SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS 114") and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan-Recognition and Disclosures, an amendment of SFAS No. 114," when determining if a loan is impaired. Under the provisions of these standards, the Company records a loan impairment when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. For collateralized loans, impairment is

8



measured based on the fair value of the underlying collateral. See Note 8—Related Party Transactions, for a discussion of the Company's $25.0 million impairment of notes receivable recorded during the three and six months ended June 30, 2005.

Pre-Opening Expenses

        Pre-opening expenses are charged to expense as incurred. Pre-opening expenses for the three and six months ended June 30, 2005 include costs incurred relating to the Marina Village at Atlantis and costs incurred relating to Atlantis, The Palm, which are included within equity in earnings of associated companies in the accompanying condensed consolidated statements of operations. Pre-opening expenses for the six months ended June 30, 2004 represent costs incurred prior to the June 2004 opening of the One&Only Ocean Club expansion and include the Company's 50% share of pre-opening expenses related to One&Only Palmilla's grand reopening event in February 2004.

Noncontrolling Interest

        As of May 1, 2005, the Company became the primary beneficiary of Reethi Rah under FIN 46R, resulting in the consolidation of Reethi Rah into the consolidated financial statements of the Company as of that date. Reethi Rah incurred net losses totaling $8.2 million for the period from May 1, 2005 to June 30, 2005. Of this amount, approximately $5.0 million exhausted the fair value owners' equity capital (the fair value of which was estimated by the Company as of May 1, 2005) and is included in minority and noncontrolling interests in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2005. The balance of $3.2 million is reflected as a reduction to the Company's consolidated net income for these periods. Should Reethi Rah incur additional net losses, in the absence of any increase to the owners' equity capital in future periods, such losses will be reflected in the Company's results of operations. If Reethi Rah realizes net income in the future, the Company will be credited through an increase to the Company's consolidated net income only to the extent of the losses previously absorbed by the Company on behalf of Reethi Rah.

Earnings Per Share Data

        The following is a reconciliation of the shares used in the Company's earnings per share computations (shares in thousands):

 
  For the Three
Months
Ended June 30,

  For the Six
Months
Ended June 30,

 
  2005
  2004
  2005
  2004
Weighted average shares used in basic computations   35,962   31,034   35,855   30,748
Dilutive stock options and restricted shares outstanding   1,532   1,198   1,588   1,382
Dilutive effect of convertible notes   43     140  
   
 
 
 
Weighted average shares used in diluted computations   37,537   32,232   37,583   32,130
   
 
 
 

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        The net income amount used as the numerator in calculating basic and diluted earnings per share is the net income in the accompanying condensed consolidated statements of operations. Options relating to 0.1 million shares were not included in the computation of diluted earnings per share for the six months ended 2004 because their effect would have been anti-dilutive.

        In accordance with EITF Issue No. 04-08, "The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share" ("EITF 04-08"), the Company includes shares issuable under convertible instruments in diluted earnings per share computations (if dilutive) regardless of whether the market price trigger (or other contingent feature) has been met. In April 2004, the Company issued contingent convertible notes. In accordance with EITF 04-08, the impact on the diluted earnings per share related to these notes occurs when the Company's average common stock price exceeds the conversion price of $58.24 even though the market price trigger of 120% of the conversion price, or $69.89, has not been met. For the three and six months ended June 30, 2005, the Company has reflected the additional common shares in the calculation of diluted earnings per share using the treasury stock method. EITF 04-08 did not impact earnings per share for the three and six months ended June 30, 2004, as the average stock price for the year did not exceed $58.24.

Stock-Based Compensation

        The Company has elected to apply Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" as interpreted in FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation" in accounting for compensation under its stock option plans in lieu of the alternative fair value accounting provided for under SFAS No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123" ("SFAS 123"). Accordingly, no compensation expense has been recorded for those share options granted at option prices equal to the fair market value of the common share at the date of grant.

        The fair value of options granted during the six months ended June 30, 2004 was estimated as of the respective dates of grant using the Black-Scholes option-pricing model with the following assumptions. There were no options granted during the six months ended June 30, 2005.

 
  For the Three
Months
Ended June 30,

  For the Six
Months
Ended June 30,

 
 
  2005
  2004
  2005
  2004
 
Risk-free interest rate     2.8 %   3.0 %
Expected volatility     34.5 %   33.8 %
Expected life of options in years     4     4  
Expected dividend yield          

        The weighted average fair value of options granted for the six months ended June 30, 2004 was $13.17.

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        The following table illustrates the effect on net income and earnings per share if Kerzner had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.

 
  For the Three
Months
Ended June 30,

  For the Six
Months
Ended June 30,

 
  2005
  2004
  2005
  2004
Net income   $ 10,501   $ 30,142   $ 48,451   $ 70,960
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects     1,808     2,457     3,616     4,969
   
 
 
 
Pro forma net income   $ 8,693   $ 27,685   $ 44,835   $ 65,991
   
 
 
 
Earnings per share:                        
  Basic—as reported   $ 0.29   $ 0.97   $ 1.35   $ 2.31
  Basic—pro forma   $ 0.24   $ 0.89   $ 1.25   $ 2.15
  Diluted—as reported   $ 0.28   $ 0.94   $ 1.29   $ 2.21
  Diluted—pro forma   $ 0.23   $ 0.86   $ 1.19   $ 2.05

        During the six months ended June 30, 2005 and 2004, the Company issued 29,600 and 113,800 restricted shares, respectively, under the 2003 stock option plan to certain employees and officers. There were 500,000 restricted shares granted to the Company's Chief Executive Officer in August 2005. The vesting period is four years on either a graduated or cliff vesting basis provided that the recipient is still with the Company on the vesting date. The aggregate market value of the restricted shares at the date of issuance of $1.8 million and $4.5 million, respectively, has been recorded as deferred compensation, as a separate component of shareholders' equity, and is being amortized over the applicable vesting period. During the six months ended June 30, 2005, the Company cancelled 4,000 restricted shares due to the termination of certain employees.

Reclassifications

        Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period's presentation.

Recent Accounting Pronouncements

Share-Based Payment

        In December 2004, the FASB issued a revision of SFAS 123 ("SFAS 123(R)") that will require compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces SFAS 123 and is effective for the Company as of its first annual reporting period beginning on or after June 15, 2005.

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        The Company anticipates applying SFAS 123(R) for its first quarter beginning January 1, 2006. SFAS 123(R) allows for two transition alternatives for public companies: (a) modified-prospective transition or (b) modified-retrospective transition. The company intends to apply the modified-prospective transition method. Under this method, companies are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. Measurement and attribution of compensation cost for awards that were granted prior to, but not vested, as of the date SFAS 123(R) is adopted would be based on the same estimate of the grant-date fair value and the same attribution method used previously under SFAS 123 (either for financial statement recognition or pro forma disclosure purposes). Prior periods are not restated. For periods prior to adoption, the financial statements are unchanged (and the pro forma disclosures previously required by SFAS 123 continue to be required under the new standard to the extent those amounts differ from those in the income statement). For periods subsequent to adoption, the impact of this transition method generally is the same as if the method-retrospective method were applied. Accordingly, pro forma disclosure will not be necessary for periods after the adoption of the new standard.

        The application of SFAS 123(R) for its first quarter beginning January 1, 2006, would result in compensation expense of approximately $1.6 million and $3.2 million (not including tax effects) for the three and six months ended June 30, 2006, respectively, based on option grants outstanding at June 30, 2005. The foregoing amount does not include compensation expense for any stock options that may be granted after June 30, 2005 or in respect of restricted shares granted to the Company's Chief Executive Officer in August 2005. Any such incremental compensation expense could be significant.

Accounting Changes and Error Correction

        In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections—A Replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"), which requires retrospective application to prior periods' financial statements for changes in accounting principle. SFAS 154 is effective for accounting changes made in its fiscal years beginning after December 15, 2005. The Company does not expect that the adoption of SFAS 154 will have a material impact on its condensed consolidated financial statements.

Note 3—Consolidation of Variable Interest Entities

        Reethi Rah is the entity that owns and operates One&Only Maldives at Reethi Rah, a luxury resort located on the North Male atoll in the Maldives. The Company has determined that Reethi Rah is a variable interest entity that is subject to consolidation in accordance with the provisions of FIN 46R. The Company has agreements with Reethi Rah that provide for construction financing and operating loans (see Note 8—Related Party Transactions), as well as management and development agreements that are considered variable interests. Reethi Rah's creditors have no recourse to the Company, except for certain amounts due under a term loan facility agreement with a third-party financial institution. In addition, certain of Reethi Rah's assets collateralize its debt obligations. See Note 11—Long-Term Debt for further discussion.

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        As of May 1, 2005, when the resort commenced operations, and the Company finalized a senior subordinated credit agreement with Reethi Rah, the Company became the primary beneficiary of Reethi Rah under FIN 46R, resulting in the Company consolidating Reethi Rah into its consolidated financial statements as of this date. The allocation of fair value to the assets and liabilities of Reethi Rah in connection with the consolidation on May 1, 2005 is preliminary and subject to finalization. As the resort commenced operations on May 1, 2005, there is no pro-forma effect of this consolidation as it relates to the results of operations of Reethi Rah.

Note 4—Cash Equivalents and Restricted Cash

        As of June 30, 2005 and December 31, 2004 the Company held $158.4 million and $117.0 million of money market funds, respectively. Based on the maturity dates of such funds, these amounts are included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. At June 30, 2005 and December 31, 2004, restricted cash included $3.8 million and $2.3 million, respectively, as a result of certain provisions related to Palmilla JV LLC's ("Palmilla") long-term debt. At June 30, 2005, restricted cash also included $12.0 million of customer deposits related to the Ocean Club Residences & Marina condominium project. See Note 8—Related Party Transactions for further discussion.

Note 5—Short-Term Investments

        During the six months ended June 30, 2005, approximately $105.0 million principal amount of the Company's U.S. Treasury bills ("T-Bills") matured and the Company purchased approximately $20.0 million principal amount of additional T-Bills. At June 30, 2005, the adjusted carrying value and fair value of these securities was $119.4 million with maturity dates ranging from September 2005 to January 2006.

        The Company's T-Bills are classified and accounted for as available-for-sale securities and are reported at fair market value with the resulting net unrealized holding gains or losses, net of income taxes, reported as a separate component of comprehensive income (loss). For the six months ended June 30, 2005 and 2004, the Company recorded $0.3 million and $(0.1) million of unrealized holding gains (losses), respectively, in connection with its T-Bills.

13



Note 6—Prepaid Expenses and Other Current Assets

        Components of prepaid expenses and other current assets were as follows:

 
  June 30,
2005

  December 31,
2004

Prepaid windstorm, construction and other insurance   $ 20,063   $ 12,253
Prepaid tour operator-related costs     2,542     1,804
Prepaid rent-current     578     1,422
Prepaid taxes     1,441     823
Other     12,520     5,383
   
 
    $ 37,144   $ 21,685
   
 

        Windstorm, construction and other insurance as of June 30, 2005 included $12.0 million for all risk insurance related to the Company's Paradise Island properties and $3.6 million of prepaid construction insurance in connection with the Company's Phase III expansion on Paradise Island. The new policy year for the windstorm insurance began on June 1, 2005 and expires May 31, 2006. As of June 30, 2005, other prepaid expenses consisted primarily of vendor and supplier prepayments made during the normal course of business and prepayments relating to the commencement of operations at the Marina Village at Atlantis which opened in July 2005.

Note 7—Property and Equipment, net

        Components of property and equipment, net were as follows:

 
  June 30,
2005

  December 31,
2004

 
Land   $ 306,525   $ 289,125  
Land improvements and utilities     264,582     239,153  
Buildings and leasehold improvements     827,834     764,828  
Furniture, machinery and equipment     335,687     284,754  
Construction in progress     140,214     106,566  
   
 
 
      1,874,842     1,684,426  
Less: accumulated depreciation     (367,508 )   (336,786 )
   
 
 
    $ 1,507,334   $ 1,347,640  
   
 
 

        Included in property and equipment, net as of June 30, 2005, is $147.3 million related to Reethi Rah, which was consolidated as of May 1, 2005 pursuant to FIN 46R.

        During the six months ended June 30, 2005, the Company wrote-off $10.5 million of previously capitalized costs included in construction in progress as of December 31, 2004. These costs related to the planning and development of all of the Company's proposed gaming projects in the United Kingdom (excluding costs associated with the Company's casino project in Northampton) and were expensed due to the passage of gaming reform legislation in April 2005 that was less favorable than the Company had previously anticipated. During the six months ended June 30, 2005, the Company

14



completed the sale of $2.4 million of real estate at the Ocean Club Estates. The sale of this real estate, which was classified as an asset held for sale of December 31, 2004, resulted in a loss of $0.1 million.

        Depreciation expense was $33.1 million and $29.6 million for the six months ended June 30, 2005 and 2004, respectively, and $17.4 million and $14.6 million for the three months ended June 30, 2005 and 2004, respectively. The amount of capitalized interest for the three months ended June 30, 2005 and 2004 was $3.2 million and $2.1 million, respectively and for the six months ended June 30, 2005 and 2004 was $5.5 million and $2.6 million, respectively.

Note 8—Related Party Transactions

        In the normal course of business, the Company undertakes transactions with a number of unconsolidated affiliated companies. Certain of the Company's subsidiaries provide construction funding, project consulting, operating advances and management and development services to such affiliates. Components of amounts due from affiliates were as follows:

 
  June 30,
2005

  December 31,
2004

 
Reethi Rah   $   $ 56,543  
Harborside at Atlantis     20,755     18,414  
Mauritius Resorts     10,278     6,707  
Cape Town     7,153     5,790  
One&Only Kanuhura     4,082     4,022  
Atlantis, The Palm     3,647     2,520  
South Africa     1,479     1,743  
Royal Mirage     2,038     1,378  
Ocean Club Residences & Marina     3,733      
Other     902     302  
   
 
 
      54,067     97,419  
Less: Amounts due within one year     (23,668 )   (15,682 )
   
 
 
    $ 30,399   $ 81,737  
   
 
 

        On December 4, 2002, the Company entered into a credit arrangement with Reethi Rah and various other financial institutions for the purpose of providing subordinated financing for the building and developing of One&Only Maldives at Reethi Rah. In connection with this financing arrangement, the Company had entered into a series of completion loans in the principal amount of $97.5 million as of June 30, 2005. During the three months ended June 30, 2005, the Company obtained an appraisal of the resort which indicated that the carrying amount of the Company's subordinated notes receivable due from Reethi Rah was not fully recoverable. As a result, the Company recorded a $25.0 million impairment of its subordinated notes receivable for the three and six months ended June 30, 2005.

        In May 2005, the Company entered into a senior subordinated credit agreement with Reethi Rah (the "Reethi Rah Credit Agreement"), which superseded any and all credit arrangements among

15



Reethi Rah, the Company and Sun Resorts Limited ("SRL"), an equity method investee, and provides for the Company and SRL to provide up to $130.0 million in construction financing to Reethi Rah. In addition, the Reethi Rah Credit Agreement provides for operating loans over a four-year period with each annual loan amount equal to the difference between $6.0 million and Reethi Rah's Net Operating Income, as defined. Pursuant to the Reethi Rah Credit Agreement, during the six months ended June 30, 2005, the Company loaned to Reethi Rah $43.1 million, net of repayments, for construction and operating loans. As of June 30, 2005, the Company had outstanding completion and operating loans with a principal amount of $72.5 million, net of an allowance of $25.0 million. No asset relating to these loans is presented in the accompanying condensed consolidated balance sheet since the Company consolidated Reethi Rah.

        As of June 30, 2005, amounts due from affiliates included $3.7 million of costs due from the joint venture related to the development of the Ocean Club Residences & Marina.

        Other amounts due from affiliates as of June 30, 2005 includes $0.7 million due from CapitaLand Commercial and Intergrated Development ("CapitaLand"). On January 10, 2005, the Company entered into a memorandum of understanding relating to the creation of a joint venture to be owned 60% by the Company and 40% by CapitaLand for the purpose of submitting a joint concept proposal to the Singapore government for the development of an integrated entertainment resort complex on Sentosa Island in Singapore. The Company's Phase III expansion on Paradise Island includes the development of a condo-hotel (the "Residences at Atlantis") through a joint venture with Turnberry Associates. Included in other amounts due from affiliates as of June 30, 2005 is $0.2 million due from the joint venture developing the Residences at Atlantis.

        As of June 30, 2005, amounts due to affiliates, current includes $12.0 million due to the Ocean Club Residences & Marina joint venture. This amount primarily represents customer deposits related to the condominium project which are being held in escrow by the Company on behalf of the joint venture. Amounts due to affiliates, non-current of $21.1 million as of June 30, 2005 consists of principal and interest amounts due to SRL from Reethi Rah, a consolidated variable interest entity. Principal and interest amounts due to SRL under the Reethi Rah Credit Agreement are due in monthly installments beginning July 1, 2005 through December 31, 2015. Amounts under the Reethi Rah Credit Agreement bear interest at the British Bankers' Association Interest Settlement Rate for the LIBOR Rate Period, as defined, plus 500 basis points.

Trading Cove New York

        Through Kerzner New York, Inc. a wholly owned subsidiary, the Company owns 50% of Trading Cove New York ("TCNY"). In March 2001, TCNY entered into a development services agreement (the "TCNY Development Agreement") with the Stockbridge-Munsee band of Mohican Indians ("Stockbridge-Munsee Tribe") for the development of a casino (the "Catskills Project") in the Catskills region of the State of New York (the "State"). The Stockbridge-Munsee Tribe has land claim litigation pending in the U.S. District Court for the Northern District of New York (the "Court") against the State, the counties of Madison and Oneida and several municipalities to recover lands within the state that it alleges were wrongfully taken from the tribe. In December 2004, the Stockbridge-Munsee Tribe

16



and the State entered into the "Agreement of Settlement and Compromise to Resolve the Stockbridge-Munsee Land Claims in the State of New York" (the "New York Settlement Agreement").

        The New York Settlement Agreement provided that it would automatically terminate on September 1, 2005 in the event key approvals and authorizing legislation were not obtained, subject to extension by the mutual written consent of the parties. As of September 1, 2005, many of the key approvals and authorizing legislation had not been obtained, and the New York Settlement Agreement was not extended by the parties. Two recent court decisions have impacted the effectuation of the settlement and the State's general strategy in dealing with Native American land claims, including the Stockbridge-Munsee Tribe's land claim. The Company can make no representation as to whether the Catskills Project will be completed.

        As it has been the Company's policy to expense certain costs that TCNY capitalized due to the uncertainty of the recoverability of such costs, the Company's investment as of June 30, 2005 was $1.9 million, which consisted almost entirely of land acquired for the potential project. As such, the Company believes the book value of land included in the Company's investment is similar to the fair value and should TCNY not proceed with the Catskills Project, the Company would not anticipate a significant write off.

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Note 9—Deferred Charges and Other Assets, net

        Deferred charges and other assets, net include debt issuance costs, net of amortization, which relate to costs incurred in connection with the issuance of the Company's $400.0 million principal amount of its 8?% senior subordinated notes, $230.0 million principal amount of its 2.375% convertible senior subordinated notes, its amended credit facility and Palmilla JV LLC's $110.0 million notes. The amortization of debt issuance costs included in interest expense was $1.2 million and $0.9 million for the three months ended June 30, 2005 and 2004, respectively, and $2.4 million and $1.6 million for the six months ended June 30, 2005 and 2004, respectively.

        The Company's interest rate swap asset, net is $5.9 million and $6.8 million as of June 2005 and December 31, 2004.

        Deferred charges and other assets, net as of June 30, 2005 includes a $1.0 million deposit made by the Company towards the purchase of the Hurricane Hole Marina property and related real estate on Paradise Island. The Company completed the purchase of this real estate in August 2005 for approximately $22.7 million, net of related costs.

Note 10—Investments in Associated Companies

 
  June 30,
2005

  December 31,
2004

  Ownership
Interest

 
BLB Investors, L.L.C.   $ 39,790   $ 38,273   37.50 %
Sun Resorts Limited (Mauritius Resorts)     25,942     26,323   20.40 %
Kerzner Istithmar Limited     50,923     21,440   50.00 %
Trading Cove Associates     15,030     14,908   50.00 %
Harborside at Atlantis     17,620     9,044   50.00 %
Ocean Club Residences & Marina     4,040       50.00 %
One&Only Kanuhura     1,783     2,303   18.75 %
Trading Cove New York     1,869     1,809   50.00 %
Other     38     38   50.00 %
   
 
     
    $ 157,035   $ 114,138      
   
 
     

BLB Investors, L.L.C.

        On March 10, 2004, Kerzner announced that it entered into a joint venture, BLB Investors, L.L.C. ("BLB"), with an affiliate of Starwood Capital Group, L.L.C. ("Starwood Capital") and an affiliate of Waterford Group, L.L.C. ("Waterford') for the purpose of acquiring an interest in Wembley plc ("Wembley"), which owned gaming and track operations in the United States and owns race tracks in the United Kingdom. BLB is owned 37.5% by each of us and Starwood Capital, with Waterford owning the balance of 25%. The Company accounts for its investment in BLB pursuant to the equity method of accounting. During the six months ended June 30, 2005, the Company recorded a $1.5 million increase, related to an unrealized gain, to its investment in BLB and a corresponding increase to shareholders' equity. This unrealized gain reflects the change in fair value of the Company's share of Wembley's stock held by BLB and is classified as other comprehensive income in the accompanying condensed consolidated statements of shareholders' equity and comprehensive income.

        In July 2005, BLB acquired the U.S. operations of Wembley in Rhode Island and Colorado for approximately $464.0 million. The acquired operations include Lincoln Park in Rhode Island, which includes a greyhound racetrack with video lottery terminals. In connection with this transaction, Wembley repurchased BLB's 22.2% shareholding in Wembley for approximately $116.0 million. The balance of the purchase price was financed on a non-recourse basis by a consortium of banks that

18



underwrote a $495.0 million senior secured credit facility, which includes a $125.0 million revolving credit facility that will be used primarily to finance the proposed redevelopment of Lincoln Park.

Kerzner Istithmar Limited

        The Company has agreed to invest $125.0 million in the form of Class A common stock in Kerzner Istithmar Limited ("Kerzner Istithmar"), the entity which is developing Atlantis, The Palm, Dubai. As of June 30, 2005, the Company had invested $51.6 million in Kerzner Istithmar. As these funds were utilized by Kerzner Istithmar during the construction of Atlantis, The Palm, $1.0 million of related capitalized interest is included in the investment as of June 30, 2005.

        The Company has entered into a development agreement with Kerzner Istithmar that entitles the Company to receive $20.0 million and reimbursement of certain expenses over the development period of Atlantis, The Palm. The Company currently has a 50% ownership interest in Kerzner Istithmar, and as such, expects to recognize $10.0 million in development fees over the development period. For the three and six months ended June 30, 2005, the Company recognized $0.1 million and $0.3 million, respectively, of development fees related to Atlantis, The Palm. These amounts are included within management, development and other fees in the accompanying condensed consolidated statement of operations. The Company's investment has been reduced by $0.7 million, representing the portion of the development fee cumulatively recognized pertaining to our 50% ownership interest in Kerzner Istithmar.

Ocean Club Residences & Marina

        In December 2004, the Company announced the development of the Ocean Club Residences & Marina, an ultra-luxury condominium project at the Ocean Club Estates, a residential development adjacent to the Ocean Club Golf Course. The Company participates in a joint venture with a Bahamian partner for this project. The Company commenced pre-sales of the Ocean Club Residences & Marina in 2005 and commenced development in the second quarter of 2005. The Company's investment in the Ocean Club Residences & Marina as of June 30, 2005 includes the Company's carryover basis of land and certain direct costs related to the construction and development of the project, both of which were contributed by the Company to the joint venture entity in exchange for its 50% equity ownership interest.

Trading Cove Associates

        The following represents summarized information of Trading Cove Associates ("TCA"), an equity method investment in which the Company maintains a 50% ownership interest, for the three and six months ended June 30, 2005 and 2004.

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2005
  2004
  2005
  2004
 
Revenues   $ 18,210   $ 16,957   $ 34,871   $ 33,359  
Total expenses     (92 )   (86 )   (646 )   (194 )
Interest and dividend income     3     2     7     3  
   
 
 
 
 
Net income   $ 18,121   $ 16,873   $ 34,232   $ 33,168  
   
 
 
 
 

        Relinquishment fees—equity in earnings of TCA amounted to $9.7 million and $9.0 million for the three months ended June 30, 2005 and 2004, respectively, and 18.4 million and $17.8 million for the six months ended June 30, 2005 and 2004, respectively. Such amounts do not equal 50% of the reported net income of TCA, primarily as a result of a priority distribution.

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Note 11—Long-Term Debt

        Long-term debt consisted of the following:

 
  June 30,
2005

  December 31, 2004
 
Fifth Amended Credit Facility   $   $  
$400 million 87/8% Senior Subordinated Notes due 2011(a)     412,156     413,427  
$230 million 2.375% Convertible Senior Subordinated Notes due 2024     230,000     230,000  
Palmilla Notes     110,000     110,000  
Reethi Rah Term Loan Facility(b)     48,500      
Reethi Rah Loan(c)     4,735      
Other(d)     5,518     1,361  
   
 
 
      810,909     754,788  
Less: amounts due within one year     (5,418 )   (659 )
   
 
 
    $ 805,491   $ 754,129  
   
 
 

(a) Tender Offer and Consent Solicitation of 87/8% Senior Subordinated Notes

        In September 2005, the Company commenced an offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer and Solicitation") relating to the $400.0 million aggregate principal amount outstanding of the Company's 87/8% senior subordinated notes due 2011 (the "87/8% Senior Subordinated Notes"). The Company is offering to purchase the 87/8% Senior Subordinated Notes pursuant to the Tender Offer at $1,082.83 per $1,000 principal amount of the 87/8% Senior Subordinated Notes to each seller in cash (the "Total Consideration"). The Total Consideration includes a consent payment of $22.25 per $1,000 principal amount of the 87/8% Senior Subordinated Notes (the "Consent Payment") payable only to holders who tender their 87/8% Senior Subordinated Notes and validly deliver their consents (and do not withdraw them) on or prior to September 21, 2005. Holders who tender their 87/8% Senior Subordinated Notes after September 21, 2005 and on or prior to October 8, 2005 will receive the Total Consideration less the Consent Payment. The Tender Offer will expire on October 8, 2005 unless the Company extends it. The Consent Solicitation is for consent to eliminate substantially all of the restrictive covenants and certain default provisions form the 87/8% Senior Subordinated Notes.

        In connection with this refinancing, the Company expects to incur consent solicitation and prepayment penalties of $33.1 million, $3.6 million of accrued interest from August 16, 2005 through September 21, 2005 and to write-off approximately $6.0 million of debt issuance costs. Additionally, there was an unamortized premium of $4.5 million and interest rate swap agreements with a fair value of $7.7 million as of June 30, 2005 related to the 87/8% Senior Subordinated Notes.

(b) Reethi Rah Term Loan Facility

        On December 29, 2004, Reethi Rah entered into a facility agreement ("Reethi Rah Term Loan Facility") with a third-party financial institution (the "Lender"). Under the Reethi Rah Term Loan Facility, the Lender agreed to make available to Reethi Rah a term loan facility in an aggregate amount equal to $50.0 million to be used towards the development of One&Only Maldives at Reethi Rah. Loans under Reethi Rah Term Loan Facility bear interest at (a) the London Interbank Offered Rate ("LIBOR") plus 3.25% for the period up to and including May 1, 2005, (b) LIBOR plus 2.00% on the first $6.0 million of loans and LIBOR plus 3.25% on any other outstanding amounts above $6.0 million for the period from May 2, 2005 through May 1, 2009, and (c) LIBOR plus 3.25% from May 2, 2009 thereafter. Interest on outstanding loans is paid semi-annually on March 31 and September 30. The average interest rate for the two months ended June 30, 2005 was 6.58%. Principal

20



payments of $2.5 million are due semi-annually on June 30 and December 31 beginning December 31, 2005 through June 30, 2015. As of June 30, 2005, Reethi Rah had $48.5 million of loans outstanding under the Reethi Rah Term Loan Facility.

        The Reethi Rah Term Loan Facility contains affirmative and restrictive covenants which, among other things: (a) require periodic financial reporting, (b) require meeting certain financial amounts, (c) limit the incurrence of indebtedness and (d) limit asset expenditures and dispositions outside the ordinary course of business. As of June 30, 2005 management believes that Reethi Rah was in compliance with all such covenants. In addition, the Reethi Rah Term Loan Facility is secured by substantially all assets of Reethi Rah, including property and equipment and certain other assets, which have been pledged as collateral.

        The Reethi Rah Term Loan Facility is guaranteed, in part, by the Company. The Company entered into a guarantee agreement with the Lender which provides for the Company to make certain operating loans to Reethi Rah in an amount not to exceed the lesser of (i) $6.0 million or (ii) the amount of principal and interest due but not paid to the Lender pursuant to the Reethi Rah Term Loan Facility. The guarantee is effective for four years beginning May 1, 2005, the date at which One&Only Maldives at Reethi Rah commenced operations. See Note 8—Related Party Transactions, for discussion of operating loans funded to Reethi Rah.

(c) Reethi Rah Loan

        On December 1, 2002 Reethi Rah entered into a loan facility agreement ("Reethi Rah Loan") with a syndicate of banks (the "Reethi Rah Lenders") for a principal aggregate amount of up to $5.0 million, comprising a maximum principal amount of $2.5 million from each of the Reethi Rah Lenders. Amounts under the Reethi Rah Loan bear interest at 12% per annum. Principal and interest payments are due in monthly installments through January 31, 2008. As of June 30, 2005, Reethi Rah had $4.7 million outstanding under the Reethi Rah Loan. The Reethi Rah Loan is secured by a first priority mortgage of the underlying Reethi Rah property.

(d) Other

        Other long-term debt consists of capital leases for machinery and equipment. As of June 30, 2005, this amount includes Reethi Rah's obligation under $4.5 million of capital leases for property and equipment at One&Only Maldives at Reethi Rah.

Note 12—Shareholders' Equity

        In August 2005, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to purchase up to two million of the Company's ordinary shares. The share repurchases will be made at management's discretion from time to time in the open market through block trades or otherwise. Depending upon market conditions and other factors, share repurchases may be commenced or suspended at any time. As of September 12, 2005, the Company has repurchased 0.5 million of its ordinary shares for $26.8 million.

        In August 2005, the Company entered into a restricted stock agreement with its Chief Executive Officer. This long-term arrangement does not provide for vesting of any of the granted shares until 2009 at the earliest and postpones the vesting of the final tranche of granted shares until not earlier than 2011, except in limited circumstances that relate to a termination of Mr. Kerzner's employment or the occurrence of a change of control of the Company. Pursuant to the agreement, 500,000 ordinary shares were granted under the Company's 2003 stock incentive plan. These restricted shares are divided into five tranches, each of 100,000 restricted shares that vest, subject to conditions in the agreement, upon the price of our ordinary shares reaching target prices ranging from $75 to $95. The Chief

21



Executive Officer's rights with respect to such ordinary shares may become fully vested and non-forfeitable subject to the terms and the conditions of the agreement.

Note 13—Income Taxes

        Realization of future tax benefits related to deferred tax assets is dependent on many factors, including the Company's ability to generate future taxable income. The valuation allowance is adjusted in the period the Company determines it is more likely than not that deferred tax assets will or will not be realized. The Company considered these factors in reaching the conclusion to reduce the valuation allowance by $5.2 million and $7.3 million during the three and six months ended June 30, 2005, respectively, and $2.7 million and $5.6 million during the three and six months ended June 30, 2004, respectively, which resulted in a reduction to the provision for income taxes.

Note 14—Commitments and Contingencies

Kanuhura Guarantee

        In connection with the Company's purchase of a 25% initial equity interest in One&Only Kanuhura ("Kanuhura"), the Company was required to guarantee certain obligations, totaling $10.7 million to its other shareholders. The Company is not obligated under these guarantees unless the property's senior bank debt agreement prevents available cash flow from being distributed to the shareholders, nor until Kanuhura repays certain senior debt owed. As of June 30, 2005, the amount of senior debt owed was $2.3 million, excluding accrued interest. The Company's obligations under these guarantees expire when the underlying obligations are repaid. Upon having to satisfy these guarantees, the Company would be deemed to have made a loan to Kanuhura on the same terms of the underlying note that was satisfied. As these guarantees were issued in July 2001 and the Company did not modify these guarantees after December 31, 2002, no amount has been recorded for the fair value of these guarantees.

Commitment with Reethi Rah

        At June 30, 2005, Reethi Rah had outstanding indebtedness which included $72.5 million principal amount, net of an allowance of $25.0 million resulting from the impairment of the Company's subordinated notes receivable, of subordinated development and operating loans advanced by Kerzner. These loans have been eliminated upon the consolidation of Reethi Rah as of May 1, 2005 in accordance with FIN 46R. In addition, the Company entered into a guarantee agreement with the Lender as discussed in Note 11—Long-Term Debt.

Lease Obligations

        At June 30, 2005, the Company's minimum lease obligation under various non-cancelable operating leases for the second half of 2005 is $1.5 million. Reethi Rah has entered into to a long-term land lease with the government of the Maldives for the land on which One&Only Maldives at Reethi Rah is constructed. In accordance with the terms of the lease, Reethi Rah's future lease obligation for the second half of 2005 is $0.3 million.

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        Future minimum lease obligations under all of the Company's various non-cancelable operating leases with terms in excess of one year at June 30, 2005 (excluding the period from July 1, 2005 to December 31, 2005) are as follows:

Year Ending December 31,

   
2006   $ 3,341
2007     2,965
2008     2,578
2009     2,693
2010     2,771
Thereafter     27,302
   
    $ 41,650
   

Atlantis, The Palm Commitment

        In September 2003, the Company entered into agreements to form a joint venture with Nakheel LLC ("Nakheel"), an entity owned by the Royal Family of Dubai, to develop Atlantis, The Palm. The first phase of the project will include a resort and an extensive water theme park situated on beachfront property. Atlantis, The Palm will be located on The Palm, Jumeirah, a land reclamation project in Dubai. On June 23, 2004, the Company announced that it had entered into an agreement with Istithmar which assumed all obligations and rights of its affiliate, Nakheel, pursuant to which the scope of Atlantis, The Palm was increased. In June 2005, the Company and its joint venture partner, Istithmar PJSC ("Istithmar") agreed to a revised construction budget for Atlantis, The Palm, totaling approximately $1.2 billion.

        The Company and Istithmar have each agreed to invest $125.0 million in the form of Class A common stock in the joint venture and Istithmar has agreed to underwrite $250.0 million of the joint venture's limited voting Class B common stock. As part of the transaction, Kerzner has entered into a development services agreement and a long-term management agreement with the joint venture company. In addition, each of Istithmar and Kerzner will provide, on a joint and several basis, additional sponsor support of up to $55.0 million with respect to cost overruns and post-completion debt service obligations.

Morocco

        The Company has entered into a joint venture agreement with two local Moroccan companies and related development and long-term management agreements. The agreements require each party to provide equity based on the initially estimated project cost of $230.0 million. The Company's component of the equity contribution as stated in the joint venture agreement is $46.0 million. Based on the current preliminary designs for the project, the budget is now anticipated to be approximately $300.0 million, although a more definitive amount will not be available until further detailed design work has been completed.

        As a result of the budget increase, the need to arrange additional debt and equity financing and the additional design work required for the project, the Company expects that there will be material amendments of the project agreements, and management does not intend to proceed with the development of this project unless such amendments are obtained. Construction is anticipated to commence in the first half of 2006, with an expected completion date during the second half of 2008. No assurances can be given at this time that either the additional debt or equity financing will be obtained or the likely material amendments to project documents will be agreed, both of which will be necessary in order for this project to move forward to construction.

23


Litigation, Claims and Assessments

        The Company is involved in certain litigation and claims incidental to its business. Management does not believe, based on currently available information, that these matters will have a material adverse effect on the accompanying condensed consolidated financial statements.

Note 15—Segment Information

        The Company evaluates the performance of its segments based primarily on their contribution to net income, which is their respective revenues generated after direct operating costs, and depreciation and amortization attributable to each segment. Corporate expenses, interest income and expense, income taxes and other income and expenses are not allocated to the segments but are separately evaluated. The accounting policies of these reportable segments are the same as those disclosed in Note 2—Summary of Significant Accounting Policies. The following tables are an analysis of net revenues, contribution to net income and total assets, depreciation and amortization and capital additions by segment:


Net Revenues

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2005
  2004
  2005
  2004
 
Destination Resorts:                          
  Atlantis, Paradise Island(1)                          
    Rooms   $ 53,399   $ 50,767   $ 109,109   $ 103,317  
    Casino     32,760     31,488     77,832     73,406  
    Food and beverage     36,372     37,332     74,552     72,689  
    Other resort     16,847     18,277     34,749     37,045  
   
 
 
 
 
      139,378     137,864     296,242     286,457  
  Less: promotional allowances     (5,392 )   (5,468 )   (13,162 )   (12,879 )
   
 
 
 
 
      133,986     132,396     283,080     273,578  
  Tour operations     9,923     7,615     17,229     14,659  
  Harborside at Atlantis fees     1,099     690     2,110     1,309  
   
 
 
 
 
      145,008     140,701     302,419     289,546  
    Atlantis, The Palm fees     95     179     296     179  
   
 
 
 
 
      145,103     140,880     302,715     289,725  
   
 
 
 
 
 
Gaming:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Connecticut(2)     6         229      
   
 
 
 
 

One&Only Resorts:

 

 

 

 

 

 

 

 

 

 

 

 

 
  One&Only Ocean Club     12,452     10,151     25,724     21,243  
  One&Only Palmilla     16,317     9,946     34,885     19,448  
  One&Only Maldives at Reethi Rah     1,935     418     1,935     546  
  Other resorts(3)     2,070     2,371     6,821     7,039  
  Tour operations     3,344     3,620     9,031     9,413  
   
 
 
 
 
      36,118     26,506     78,396     57,689  
   
 
 
 
 
Other(4)     1,055     934     2,680     2,019  
   
 
 
 
 
    $ 182,282   $ 168,320   $ 384,020   $ 349,433  
   
 
 
 
 

(1)
Consists of revenue from Atlantis, Paradise Island, the Ocean Club Golf Course, the Company's wholly owned tour operator, PIV Inc., and marketing and development fee income from the Company's interest in Harborside at Atlantis.

(2)
Consists of development and other fees related to Mohegan Sun. Relinquishment fees—equity in earnings of TCA related to the Company's Gaming segment are included as a separate component outside of income from operations in the accompanying condensed consolidated statements of operations.

(3)
Includes management, marketing and development fees from One&Only Resorts properties located in Mauritius, Dubai and the Maldives, excluding One&Only Maldives at Reethi Rah

(4)
Includes revenue not directly attributable to Destination Resorts, Gaming or One&Only Resorts.

24



Contribution to Net Income

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2005
  2004
  2005
  2004
 
Destination Resorts:                          
  Atlantis, Paradise Island   $ 30,939   $ 32,848   $ 74,872   $ 70,768  
  Tour operations     2,080     2,132     3,774     3,658  
  Harborside at Atlantis(1)     6,471     4,169     11,035     8,032  
  Ocean Club Residences & Marina(2)     (242 )       (242 )    
   
 
 
 
 
        39,248     39,149     89,439     82,458  
    Atlantis, The Palm(3)     (63 )   170     125     170  
   
 
 
 
 
        39,185     39,319     89,564     82,628  
   
 
 
 
 
Gaming:                          
  Connecticut(4)     9,694     9,045     18,595     17,767  
  United Kingdom(5)     (2,118 )   (691 )   (13,169 )   (1,018 )
  Other(6)     468     (1,714 )   (484 )   (1,860 )
   
 
 
 
 
      8,044     6,640     4,942     14,889  
   
 
 
 
 
One&Only Resorts:                          
  One&Only Ocean Club     2,721     1,872     6,421     4,680  
  One&Only Palmilla(7)     2,482     304     6,556     (1,008 )
  One&Only Maldives at Reethi Rah(8)     (2,213 )   418     (2,213 )   546  
  Other resorts(9)     1,957     2,207     6,209     6,404  
  Direct expenses(9)     (2,952 )   (5,521 )   (6,886 )   (8,074 )
  Other(10)     (250 )   262     1,314     1,867  
   
 
 
 
 
      1,745     (458 )   11,401     4,415  
  Impairment of notes receivable from Reethi Rah     (25,043 )       (25,043 )    
   
 
 
 
 
      (23,298 )   (458 )   (13,642 )   4,415  
   
 
 
 
 
General corporate     (9,764 )   (8,647 )   (20,123 )   (17,261 )
  Interest income     2,568     779     4,789     1,390  
  Interest expense, net of capitalization     (10,777 )   (8,929 )   (21,159 )   (17,093 )
  Other, net     6     509     12     427  
  Benefit (provision) for income taxes     1,814     (295 )   110     (481 )
  Interest expense, minority and noncontrolling interests(11)     2,723     1,224     3,958     2,046  
   
 
 
 
 
    Net income   $ 10,501   $ 30,142   $ 48,451   $ 70,960  
   
 
 
 
 

(1)
Consists of equity in earnings, marketing, development and other fees related to Harborside at Atlantis.

(2)
Consists of equity losses from the Company's 50% investment in Paradise Island Joint Venture Limited, which is developing Ocean Club Residences & Marina.

(3)
Consists of development fees, net of related costs and equity loss from the Company's investment in Atlantis, the Palm.

(4)
Consists of relinquishment fees—equity in earnings of TCA and development and other fees related to Mohegan Sun.

(5)
Consists of costs relating to the Company's UK gaming projects, including the write-off of $10.5 million of previously capitalized costs during the six months ended June 30, 2005.

(6)
Consists of equity in losses of BLB and Trading Cove New York and direct expenses for the Company's gaming segment.

(7)
Consists of earnings before interest and taxes, net of minority interest, related to One&Only Palmilla for the three and six months ended June 30, 2005 and 2004.

25


(8)
Consists of earnings before interest, net of noncontrolling interest, related to One&Only Maldives at Reethi Rah for the three and six months ended June 30, 2005. Results for the three and six months ended June 30, 2004 represent development fees related to One&Only Reethi Rah prior to consolidation in accordance with FIN46R.

(9)
Consists of management, marketing, development and other fees, net of SRL minority interests and direct expenses related to the One&Only Resorts businesses located in Mauritius, Dubai and the Maldives.

(10)
Consists of equity in earnings of SRL and Kanuhura.

(11)
Consists of minority and noncontrolling interests related to the portion of One&Only Palmilla's and One&Onlly Reethi Rah's interest expense and taxes, which are not allocated to the One&Only Resorts segment.


Total Assets, Depreciation and Amortization and Capital Additions

 
  As of
June 30, 2005

  Six Months Ended June 30, 2005
 
  Total
Assets

  Depreciation and
Amortization

  Capital
Additions

Destination Resorts:                  
  Atlantis, Paradise Island(1)   $ 1,238,482   $ 24,893   $ 59,173
  Atlantis, The Palm     50,923        
   
 
 
      1,289,405     24,893     59,173
Gaming:                  
  Connecticut(2)     15,031        
  United Kingdom(3)     6,262         442
  Other(2)     39,660        
   
 
 
      60,953         442
One&Only                  
  One&Only Ocean Club     85,669     2,939     72
  One&Only Palmilla     161,339     2,885     741
  One&Only Maldives at Reethi Rah     168,949     1,805     4,680
  Other Resorts(4)     52,332     196     94
   
 
 
      468,289     7,825     5,587
   
 
 
General corporate(5)     450,525     458     406
   
 
 
      $ 2,269,172   $ 33,176   $ 65,608
   
 
 

(1)
Includes assets from Atlantis, Paradise Island, the Company's wholly owned tour operator, PIV, Inc., the Ocean Club Golf Course and the Company's investment in Harborside at Atlantis. Also includes $12.0 million of restricted cash representing customer deposits related to the Ocean Club Residences & Marina condominium project.

(2)
Connecticut includes the Company's investment in TCA and other includes the Company's investments in BLB and Trading Cove New York ("TCNY").

(3)
United Kingdom capital additions represent additions in connection with the Company's casino project in Northampton.

(4)
Includes the Company's investments in SRL and Kanuhura.

(5)
General corporate includes $119.4 million of short-term investments and $243.0 million of cash and cash equivalents.

26


 
  As of
December 31, 2004

  Six Months Ended June 30, 2004
 
  Total
Assets

  Depreciation and
Amortization

  Capital
Additions(4)

Destination Resorts:                  
  Atlantis, Paradise Island(1)   $ 1,176,264   $ 24,227   $ 45,876
  Atlantis, The Palm     21,440        
   
 
 
      1,197,704            
Gaming:                  
  Connecticut(2)     15,141        
  United Kingdom     12,069        
  Other(2)     38,274         455
   
 
 
      65,484          
One&Only:                  
  One&Only Ocean Club     79,675     1,954     663
  One&Only Palmilla     156,848     2,785     13,284
  Other Resorts(3)     52,715     166     175
   
 
 
      289,238     4,905     14,122
   
 
 
General corporate(5)     534,849     455     165
   
 
 
      $ 2,087,275   $ 29,587   $ 60,618
   
 
 

(1)
Includes assets from Atlantis, Paradise Island, the Company's wholly owned tour operator, PIV, Inc., the Ocean Club Golf Course and the Company's investment in Harborside at Atlantis.

(2)
Connecticut includes the Company's investment in TCA and other includes the Company's investments in BLB and TCNY.

(3)
Includes the Company's investments in SRL and Kanuhura.

(4)
Capital additions for the six months ended June 30, 2004 include payments for property and equipment of $54.3 million and acquisition of assets from Club Méditerranée (Bahamas) Limited of $6.3 million.

(5)
General corporate includes $203.9 million of short-term investments and $180.3 million of cash and cash equivalents.

27


Note 16—Supplemental Condensed Consolidating Financial Information

        In September 2005, the Company commenced a tender offer and consent solicitation relating to the $400.0 million aggregate principal amount outstanding of the 87/8% Senior Subordinated Notes. As of October 8, 2005, approximately 99.59% of the $400.0 million aggregate principal amount outstanding of the 87/8% Senior Subordinated Notes were received and accepted for payment by the Company and one of its wholly owned subsidiaries, Kerzner International North America, Inc. ("KINA"). The Company used the proceeds from a new offering of $400.0 million 63/4% senior subordinated notes ("63/4% Senior Subordinated Notes") that closed on September 22, 2005, together with the cash on hand, to repay the tendered 87/8% Senior Subordinated Notes. The 63/4% Senior Subordinated Notes were co-issued by the Company and KINA. The 63/4% Senior Subordinated Notes are guaranteed by substantially all of the Company's wholly owned subsidiaries (the "Subsidiary Guarantors") and are jointly and severally irrevocably and unconditionally guaranteed. The following supplemental financial information sets forth condensed consolidated balance sheets, statements of operations and statements of cash flows for each of the co-issuers of the 63/4% Senior Subordinated Notes, Kerzner and KINA, and, on a combined basis, for the Subsidiary Guarantors and non-guarantor subsidiaries. For purposes of these statements the investment in subsidiaries amounts have been accounted for pursuant to the equity method of accounting.

28


Condensed Consolidating Balance Sheet at June 30, 2005

 
  Kerzner
  KINA
  Guarantor
Subsidiaries

  Non Guarantor
Subsidiaries.

  Eliminations
  Consolidated
Assets                                    
Current assets:                                    
  Cash and cash equivalents   $ 1,100   $ 4,612   $ 221,125   $ 16,180   $   $ 243,017
  Restricted cash             12,380     3,827         16,207
  Short-term investments             119,388             119,388
  Trade receivables, net     43     909     31,715     8,040     110     40,817
  Due from affiliates     621,198     14,847     (594,130 )   4,016     (22,263 )   23,668
  Inventories             13,332     4,031         17,363
  Assets held for sale         5,416                 5,416
  Prepaid expenses and other assets     926     54     31,546     2,826     1,792     37,144
   
 
 
 
 
 
    Total current assets     623,267     25,838     (164,644 )   38,920     (20,361 )   503,020
 
Property and equipment, net

 

 


 

 

40,335

 

 

1,157,617

 

 

331,195

 

 

(21,813

)

 

1,507,334
  Intangible asset, net                 11,922         11,922
  Due from affiliates—non- current     77,461     200,000     (171,479 )       (75,583 )   30,399
  Deferred tax asset, net         13,616                 13,616
  Deferred charges and other assets, net     11,914     12,105     16,208     3,010     2,609     45,846
  Investment in subsidiaries     713,092     10             (713,102 )  
  Investment in associated companies     1,783         156,582         (1,330 )   157,035
   
 
 
 
 
 
    Total assets   $ 1,427,517   $ 291,904   $ 994,284   $ 385,047   $ (829,580 ) $ 2,269,172
   
 
 
 
 
 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Current liabilities:                                    
  Current maturities of long-term debt   $   $   $ 359   $ 5,059   $   $ 5,418
  Accounts payable and accrued liabilities     5,738     17,525     155,942     17,977     (17,470 )   179,712
  Due to affiliates—current             15,790     2,087     (4,696 )   13,181
  Capital creditors             15,196     14,021         29,217
   
 
 
 
 
 
    Total current liabilities     5,738     17,525     187,287     39,144     (22,166 )   227,528
   
 
 
 
 
 

Deferred revenue

 

 


 

 

1,435

 

 

16,478

 

 

3,635

 

 


 

 

21,548
Other long-term liabilities         6,027     3,310     174     (104 )   9,407
Due to affiliates—non-current                 125,543     (104,428 )   21,115
Long-term debt, net of current maturities     237,696     404,460     234     162,155     946     805,491
   
 
 
 
 
 
    Total liabilities     243,434     429,447     207,309     330,651     (125,752 )   1,085,089
   
 
 
 
 
 

Minority interest

 

 

5,884

 

 


 

 


 

 


 

 


 

 

5,884
Shareholder's equity     1,178,199     (137,543 )   786,975     54,396     (703,828 )   1,178,199
   
 
 
 
 
 
Total liabilities and shareholders' equity   $ 1,427,517   $ 291,904   $ 994,284   $ 385,047   $ (829,580 ) $ 2,269,172
   
 
 
 
 
 

29


Condensed Consolidating Balance Sheet at December 31, 2004

 
  Kerzner
  KINA
  Guarantor
Subsidiaries

  Non Guarantor
Subsidiaries

  Eliminations
  Consolidated
Assets                                    
Current assets:                                    
  Cash and cash equivalents   $ 840   $ 3,836   $ 172,555   $ 3,110   $   $ 180,341
  Restricted cash             445     2,323         2,768
  Short-term investments             203,940             203,940
  Trade receivables, net     43     622     42,225     1,796     (2,943 )   41,743
  Due from affiliates     659,668     20,553     (665,026 )   7,268     (6,781 )   15,682
  Inventories             10,867     2,586         13,453
  Assets held for sale         5,416     6,873             12,289
  Prepaid expenses and other assets     173     66     25,229     1,791     (5,574 )   21,685
   
 
 
 
 
 
    Total current assets     660,724     30,493     (202,892 )   18,874     (15,298 )   491,901
 
Property and equipment, net

 

 


 

 

40,064

 

 

1,140,840

 

 

142,198

 

 

24,538

 

 

1,347,640
  Due from affiliates—non-current     58,035     200,000     (176,235 )       (63 )   81,737
  Deferred tax asset, net         11,181                 11,181
  Deferred charges and other assets, net     13,050     10,549     11,624     4,032     1,423     40,678
  Investment in subsidiaries     631,933     10             (631,943 )  
  Investment in associated companies     2,302         112,519         (683 )   114,138
   
 
 
 
 
 
    Total assets   $ 1,366,044   $ 292,297   $ 885,856   $ 165,104   $ (622,026 ) $ 2,087,275
   
 
 
 
 
 
Liabilities and Shareholders' Equity                                    
Current liabilities:                                    
  Current maturities of long-term debt   $   $   $ 495   $ 164   $   $ 659
  Accounts payable and accrued liabilities     7,139     20,634     139,704     12,295     (11,547 )   168,225
  Due to affiliates—current             2,252     1,521     (3,273 )   500
  Capital creditors             15,536     496         16,032
   
 
 
 
 
 
    Total current liabilities     7,139     20,634     157,987     14,476     (14,820 )   185,416
   
 
 
 
 
 
Deferred revenue         412     16,381     3,626         20,419
Other long-term liabilities         3,973     3,178     52     (104 )   7,099
Long-term debt, net of current maturities     238,693     404,734     361     110,341         754,129
   
 
 
 
 
 
    Total liabilities     245,832     429,753     177,907     128,495     (14,924 )   967,063
   
 
 
 
 
 
Minority interest     3,934                     3,934

Shareholder's equity

 

 

1,116,278

 

 

(137,456

)

 

707,949

 

 

36,609

 

 

(607,102

)

 

1,116,278
   
 
 
 
 
 
    Total liabilities and shareholders' equity   $ 1,366,044   $ 292,297   $ 885,856   $ 165,104   $ (622,026 ) $ 2,087,275
   
 
 
 
 
 

30


Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2005

 
  Kerzner
  KINA
  Guarantor
Subsidiaries

  Non Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
Revenues:                                      
  Casino and resort revenues   $   $   $ 324,435   $ 36,820   $ (2,469 ) $ 358,786  
  Less: promotional allowances             (13,162 )           (13,162 )
   
 
 
 
 
 
 
              311,273     36,820     (2,469 )   345,624  
  Tour operations             26,260             26,260  
  Management, development and other fees         11,404     7,659     3,471     (13,078 )   9,456  
  Other             2,555     125         2,680  
   
 
 
 
 
 
 
  Affiliated sales             5,829         (5,829 )    
   
 
 
 
 
 
 
          11,404     353,576     40,416     (21,376 )   384,020  
Equity in subsidiaries' earnings     75,875                 (75,875 )    

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Casino and resort expenses             162,407     16,080     (7,353 )   171,134  
  Tour operations             22,184         (15 )   22,169  
  Selling, general and administrative         162     54,332     12,925     (2,720 )   64,699  
  Management fee     1,500         9,109     795     (11,404 )    
  Corporate expenses     5,024     4,758     10,945         120     20,847  
  Depreciation and amortization         8     28,478     4,690         33,176  
  Pre-opening expenses             1,752         (4 )   1,748  
  UK gaming write-off             10,529             10,529  
  Impairment of notes receivable     25,043                     25,043  
   
 
 
 
 
 
 
      31,567     4,928     299,736     34,490     (21,376 )   349,345  
   
 
 
 
 
 
 
Income (loss) from operations     44,308     6,476     53,840     5,926     (75,875 )   34,675  

Relinquishment fees—equity in earnings of TCA

 

 


 

 


 

 

18,366

 

 


 

 


 

 

18,366

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Interest income     1,534     69     4,445     135     (1,394 )   4,789  
  Affiliated interest income     1,497     9,139             (10,636 )    
  Affiliated interest expense             (10,636 )   (1,394 )   12,030      
  Interest expense, net of capitalization     (1,498 )   (17,967 )   4,208     (5,902 )       (21,159 )
  Equity in earnings of associated companies     (375 )       9,660             9,285  
  Other, net             12             12  
   
 
 
 
 
 
 
    Other expense, net     1,158     (8,759 )   7,689     (7,161 )       (7,073 )

Income (loss) before income taxes and minority and noncontrolling interests

 

 

45,466

 

 

(2,283

)

 

79,895

 

 

(1,235

)

 

(75,875

)

 

45,968

 

Benefit (provision) for income taxes

 

 


 

 

2,196

 

 

(1,784

)

 

(302

)

 


 

 

110

 
Minority and noncontrolling interests     2,985             (612 )       2,373  
   
 
 
 
 
 
 
Net income (loss)   $ 48,451   $ (87 ) $ 78,111   $ (2,149 ) $ (75,875 ) $ 48,451  
   
 
 
 
 
 
 

31


Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2004

 
  Kerzner
  KINA
  Guarantor
Subsidiaries

  Non Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
Revenues:                                      
  Casino and resort revenues   $   $   $ 310,146   $ 19,485   $ (2,483 ) $ 327,148  
  Less: promotional allowances             (12,879 )           (12,879 )
   
 
 
 
 
 
 
              297,267     19,485     (2,483 )   314,269  
  Tour operations             24,072             24,072  
  Management, development and other fees         10,168     5,341     4,243     (10,679 )   9,073  
  Other         255     1,660     104         2,019  
  Affiliated sales             5,510         (5,510 )    
   
 
 
 
 
 
 
          10,423     333,850     23,832     (18,672 )   349,433  
   
 
 
 
 
 
 

Equity in subsidiaries' earnings

 

 

71,084

 

 


 

 


 

 


 

 

(71,084

)

 


 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Casino and resort expenses             152,960     11,714     (7,139 )   157,535  
  Tour operations             19,908         (6 )   19,902  
  Selling, general and administrative         460     56,485     6,252     (1,243 )   61,954  
  Management fee     700         8,696     772     (10,168 )    
  Corporate expenses     4,476     5,955     8,900         (116 )   19,215  
  Depreciation and amortization         13     26,789     2,785         29,587  
  Pre-opening expenses             636     2,622         3,258  
   
 
 
 
 
 
 
      5,176     6,428     274,374     24,145     (18,672 )   291,451  
   
 
 
 
 
 
 

Income (loss) from operations

 

 

65,908

 

 

3,995

 

 

59,476

 

 

(313

)

 

(71,084

)

 

57,982

 

Relinquishment fees—equity in earnings of TCA

 

 


 

 


 

 

17,767

 

 


 

 


 

 

17,767

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Interest income     376     699     968     19     (672 )   1,390  
  Affiliated interest income     (2,257 )   9,139     (1 )       (6,881 )    
  Affiliated interest expense             (6,881 )       6,881      
  Interest expense, net of capitalization     2,257     (17,988 )   1,540     (3,574 )   672     (17,093 )
  Equity in earnings of associated companies     354         6,812             7,166  
  Other, net             414     13         427  
   
 
 
 
 
 
 
    Other expense, net     730     (8,150 )   2,852     (3,542 )       (8,110 )

Income (loss) before income taxes and minority interest

 

 

66,638

 

 

(4,155

)

 

80,095

 

 

(3,855

)

 

(71,084

)

 

67,639

 

Benefit (provision) for income taxes

 

 

(115

)

 

2,120

 

 

(1,862

)

 

(624

)

 


 

 

(481

)
Minority interest     4,437             (635 )       3,802  
   
 
 
 
 
 
 
Net income (loss)   $ 70,960   $ (2,035 ) $ 78,233   $ (5,114 ) $ (71,084 ) $ 70,960  
   
 
 
 
 
 
 

32


Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2005

 
  Kerzner
  KINA
  Guarantor
Subsidiaries

  Non Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
    Net cash provided by (used in) operating activities     (5,215 )   (4,631 )   164,080     (32,299 )       121,935  
   
 
 
 
 
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Payments for property and equipment         (355 )   (59,757 )   (5,496 )       (65,608 )
  Redemption of short-term investments             85,245             85,245  
  Acquisition of equity interest in Kerzner Istithmar Limited             (29,932 )           (29,932 )
  Loans to affiliates     (52,500 )           52,500          
  Advances to affiliates, net     44,643     5,762     (94,575 )   301         (43,869 )
  Repayments from affiliates     3,150         (3,150 )            
  Cash resulting from the initial consolidation of variable interest entities                 1,519         1,519  
  Deferred contract acquisition costs             (1,145 )           (1,145 )
  Deposit for real estate acquisition             (1,000 )           (1,000 )
  Change in restricted cash             (11,935 )   (1,504 )       (13,439 )
  Sale of debt and equity interest in One&Only Kanuhura     340                     340  
  Dispositions of property and equipment             64             64  
   
 
 
 
 
 
 
    Net cash provided by (used in) investing activities     (4,367 )   5,407     (116,185 )   47,320         (67,825 )
   
 
 
 
 
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Repayment of debt             675     (1,951 )       (1,276 )
  Proceeds from exercise of stock options     9,842                     9,842  
   
 
 
 
 
 
 
    Net cash provided by (used in) financing activities     9,842         675     (1,951 )       8,566  
   
 
 
 
 
 
 

Increase in cash and cash equivalents

 

 

260

 

 

776

 

 

48,570

 

 

13,070

 

 


 

 

62,676

 
Cash and cash equivalents at beginning of period     840     3,836     172,555     3,110         180,341  
   
 
 
 
 
 
 
Cash and cash equivalents at end of period   $ 1,100   $ 4,612   $ 221,125   $ 16,180   $   $ 243,017  
   
 
 
 
 
 
 

33


Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2004

 
  Kerzner
  KINA
  Guarantor
Subsidiaries

  Non Guarantor
Subsidiaries

  Eliminations
  Consolidated
 
    Net cash provided by (used in) operating activities     (4,221 )   (20,540 )   105,475     5,611     (3,783 )   82,542  
   
 
 
 
 
 
 
Cash flows from investing activities:                                      
  Payments for property and equipment         (14 )   (41,346 )   (12,956 )       (54,316 )
  Purchase of short-term investments             (74,804 )           (74,804 )
  Acquisition of equity interest in associated companies             (57,759 )           (57,759 )
  Loans to affiliates     (22,000 )       22,000              
  Advances to affiliates, net     (222,961 )   8,926     178,289     14,809         (20,937 )
  Repayments from affiliates     1,089         (1,089 )            
  Cash resulting from the initial consolidation of variable interest entities                 7,047         7,047  
  Deferred contract acquisition costs             (2,874 )           (2,874 )
  Acquisition of assets from Club Mediterranee (Bahamas) Limited             (6,302 )           (6,302 )
  Change in restricted cash             (26 )   (4,000 )       (4,026 )
  Dispositions of property and equipment             197             197  
   
 
 
 
 
 
 
    Net cash (provided by) investing activities     (243,872 )   8,912     16,286     4,900         (213,774 )
   
 
 
 
 
 
 
Cash flows from financing activities:                                      
  Proceeds from issuance of debt     230,000                     230,000  
  Borrowings             5,000             5,000  
  Repayment of debt             (5,233 )   (776 )       (6,009 )
  Debt issuance and modification costs     (6,383 )       (79 )   (206 )       (6,668 )
  Proceeds from exercise of stock options     27,394                     27,394  
   
 
 
 
 
 
 
    Net cash provided by (used in) financing activities     251,011         (312 )   (982 )       249,717  
   
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents     2,918     (11,628 )   121,449     9,529     (3,783 )   118,485  
Cash and cash equivalents at beginning of period     143     17,026     39,207         3,856     60,232  
   
 
 
 
 
 
 
Cash and cash equivalents at end of period   $ 3,061   $ 5,398   $ 160,656   $ 9,529   $ 73   $ 178,717  
   
 
 
 
 
 
 

34




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KERZNER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data) (Unaudited)
KERNZER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. dollars, except per share data) (Unaudited)
KERZNER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) (Unaudited)
KERZNER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (In thousands of U.S. dollars) (Unaudited)
KERZNER INTERNATIONAL LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables are in thousands of U.S. dollars, except share data) (Unaudited)
Net Revenues
Contribution to Net Income
Total Assets, Depreciation and Amortization and Capital Additions