---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 000-32987



COLONY RIH HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 95-4849060                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



---



RESORTS INTERNATIONAL HOTEL AND CASINO, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 95-4828297                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



---



|                                         |  |           
|---------------------------------------- |  | ----------
|1133 BoardwalkAtlantic City, NJ          |  | 08401     
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone number, including area code:

(609) 344-6000



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



The number of shares outstanding of Colony RIH Holdings, Inc.s Class A Common Stock, $0.01 par value, was 38,295 and the number of shares outstanding of Colony RIH
Holdings, Inc.s Class B Common Stock, $0.01 par value, was 774,982, each as of May 12, 2004.



The number of shares outstanding of Resorts International Hotel and Casino, Inc.s Common Stock, $0.01 par value, was 100 as of May12, 2004.



---



---

COLONY RIH HOLDINGS, INC.

AND

RESORTS INTERNATIONAL HOTEL AND CASINO, INC.



INDEX



|         |  |                                                                                                                                                    |  |   
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|         |  | PAGE                                                                                                                                              
|         |  |                                                                                                                                                   
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                              |  |   
|         |  |                                                                                                                                                   
|Item 1.  |  | Unaudited Financial Statements                                                                                                                     |  |   
|         |  |                                                                                                                                                   
|         |  | Condensed Consolidated Balance Sheets of Colony RIH Holdings, Inc. at March 31, 2004 and December 31, 2003                                         |  | 2 
|         |  |                                                                                                                                                   
|         |  | Condensed Consolidated Statements of Operations of Colony RIH Holdings, Inc. for the three months ended March 31, 2004 and 2003                    |  | 3 
|         |  |                                                                                                                                                   
|         |  | Condensed Consolidated Statements of Cash Flows of Colony RIH Holdings, Inc. for the three months ended March 31, 2004 and 2003                    |  | 4 
|         |  |                                                                                                                                                   
|         |  | Notes to Condensed Consolidated Financial Statements of Colony RIH Holdings, Inc.                                                                  |  | 5 
|         |  |                                                                                                                                                   
|         |  | Condensed Consolidated Balance Sheets of Resorts International Hotel and Casino, Inc. at March 31, 2004 and December 31, 2003                      |  | 7 
|         |  |                                                                                                                                                   
|         |  | Condensed Consolidated Statements of Operations of Resorts International Hotel and Casino, Inc. for the three months ended March 31, 2004 and 2003 |  | 8 
|         |  |                                                                                                                                                   
|         |  | Condensed Consolidated Statements of Cash Flows of Resorts International Hotel and Casino, Inc. for the three months ended March 31, 2004 and 2003 |  | 9 
|         |  |                                                                                                                                                   
|         |  | Notes to Condensed Consolidated Financial Statements of Resorts International Hotel and Casino, Inc.                                               |  | 10
|         |  |                                                                                                                                                   
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                              |  | 12
|         |  |                                                                                                                                                   
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                         |  | 18
|         |  |                                                                                                                                                   
|Item 4.  |  | Controls and Procedures                                                                                                                            |  | 18
|         |  |                                                                                                                                                   
|PART II. |  | OTHER INFORMATION                                                                                                                                  |  |   
|         |  |                                                                                                                                                   
|Item 1.  |  | Legal Proceedings                                                                                                                                  |  | 19
|         |  |                                                                                                                                                   
|Item 2.  |  | Changes in Securities                                                                                                                              |  | 19
|         |  |                                                                                                                                                   
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                                    |  | 19
|         |  |                                                                                                                                                   
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                                |  | 19
|         |  |                                                                                                                                                   
|Item 5.  |  | Other Information                                                                                                                                  |  | 19
|         |  |                                                                                                                                                   
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                                                                   |  | 20





---

PART I-FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



COLONY RIH HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)



|                                                                                                                    |  |                |         |                   |   |        
|------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- | - | -------
|                                                                                                                    |  | March 31, 2004 |         | December 31, 2003
|                                                                                                                    |  | (Unaudited)    |         |                  
|ASSETS                                                                                                              |  |                |         |                   |   |        
|Current assets                                                                                                      |  |                |         |                   |   |        
|Cash and cash equivalents                                                                                           |  | $              | 22,789  |                   | $ | 28,417 
|Receivables, net                                                                                                    |  |                | 5,573   |                   |   | 5,175  
|Inventories                                                                                                         |  |                | 1,587   |                   |   | 1,503  
|Prepaid expenses and other current assets                                                                           |  |                | 3,090   |                   |   | 2,766  
|Deferred income taxes                                                                                               |  |                | 4,294   |                   |   | 4,294  
|                                                                                                                    |  |                |         |                   |   |        
|Total current assets                                                                                                |  |                | 37,333  |                   |   | 42,155 
|Property and equipment, net                                                                                         |  |                | 249,044 |                   |   | 189,609
|Other assets (including $33,500 and $50,358 of restricted cash and cash equivalents in 2004 and 2003, respectively) |  |                | 53,312  |                   |   | 70,922 
|                                                                                                                    |  |                |         |                   |   |        
|Total assets                                                                                                        |  | $              | 339,689 |                   | $ | 302,686
|                                                                                                                    |  |                |         |                   |   |        
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                |  |                |         |                   |   |        
|Current liabilities                                                                                                 |  |                |         |                   |   |        
|Current maturities of long-term debt                                                                                |  | $              | 648     |                   | $ | 846    
|Accounts payable                                                                                                    |  |                | 6,216   |                   |   | 3,390  
|Accrued interest payable                                                                                            |  |                | 863     |                   |   | 6,038  
|Accrued expenses and other current liabilities                                                                      |  |                | 17,601  |                   |   | 16,509 
|                                                                                                                    |  |                |         |                   |   |        
|Total current liabilities                                                                                           |  |                | 25,328  |                   |   | 26,783 
|                                                                                                                    |  |                |         |                   |   |        
|Long-term debt, less current portion                                                                                |  |                | 223,306 |                   |   | 183,281
|Deferred income taxes                                                                                               |  |                | 5,591   |                   |   | 5,591  
|Redeemable common stock                                                                                             |  |                | 3,875   |                   |   | 3,875  
|                                                                                                                    |  |                |         |                   |   |        
|Total liabilities                                                                                                   |  |                | 258,100 |                   |   | 219,530
|                                                                                                                    |  |                |         |                   |   |        
|Shareholders equity                                                                                                |  |                |         |                   |   |        
|Common stock:                                                                                                       |  |                |         |                   |   |        
|Class A                                                                                                             |  |                |        |                   |   |       
|Class B                                                                                                             |  |                | 8       |                   |   | 8      
|Capital in excess of par                                                                                            |  |                | 73,790  |                   |   | 73,790 
|Retained earnings                                                                                                   |  |                | 7,791   |                   |   | 9,358  
|                                                                                                                    |  |                |         |                   |   |        
|Total shareholders equity                                                                                          |  |                | 81,589  |                   |   | 83,156 
|                                                                                                                    |  |                |         |                   |   |        
|Total liabilities and shareholders equity                                                                          |  | $              | 339,689 |                   | $ | 302,686
|                                                                                                                    |  |                |         |                   |   |        



See accompanying notes



2



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COLONY RIH HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands)



|                                    |  |                             |         |   |      |   |         |  
|----------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                    |  | Three months endedMarch 31, |        
|                                    |  | 2004                        |         |   | 2003 |  
|Revenue:                            |  |                             |         |   |      |   |         |  
|Casino                              |  | $                           | 55,212  |   |      | $ | 56,020  |  
|Lodging                             |  |                             | 3,072   |   |      |   | 2,557   |  
|Food and beverage                   |  |                             | 4,984   |   |      |   | 4,873   |  
|Other                               |  |                             | 1,850   |   |      |   | 1,362   |  
|Less: promotional allowances        |  |                             | (13,958 | ) |      |   | (12,495 | )
|                                    |  |                             |         |   |      |   |         |  
|Total net revenue                   |  |                             | 51,160  |   |      |   | 52,317  |  
|Costs and expenses:                 |  |                             |         |   |      |   |         |  
|Casino                              |  |                             | 27,870  |   |      |   | 29,210  |  
|Lodging                             |  |                             | 365     |   |      |   | 236     |  
|Food and beverage                   |  |                             | 2,530   |   |      |   | 2,466   |  
|Other operating                     |  |                             | 6,540   |   |      |   | 6,447   |  
|Selling, general and administrative |  |                             | 8,524   |   |      |   | 8,788   |  
|Depreciation and amortization       |  |                             | 3,439   |   |      |   | 2,789   |  
|Pre-opening                         |  |                             | 17      |   |      |   |        |  
|                                    |  |                             |         |   |      |   |         |  
|Total costs and expenses            |  |                             | 49,285  |   |      |   | 49,936  |  
|                                    |  |                             |         |   |      |   |         |  
|Income from operations              |  |                             | 1,875   |   |      |   | 2,381   |  
|Interest income                     |  |                             | 169     |   |      |   | 407     |  
|Interest expense                    |  |                             | (3,798  | ) |      |   | (5,207  | )
|Other expense                       |  |                             | (56     | ) |      |   | (209    | )
|                                    |  |                             |         |   |      |   |         |  
|Loss before income taxes            |  |                             | (1,810  | ) |      |   | (2,628  | )
|Income tax benefit                  |  |                             | 243     |   |      |   | 546     |  
|                                    |  |                             |         |   |      |   |         |  
|Net loss                            |  | $                           | (1,567  | ) |      | $ | (2,082  | )
|                                    |  |                             |         |   |      |   |         |  



See accompanying notes.



3



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COLONY RIH HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)



|                                                                                          |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Three months endedMarch 31, |        
|                                                                                          |  | 2004                        |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                     |  |                             |         |   |      |   |         |  
|Net loss                                                                                  |  | $                           | (1,567  | ) |      | $ | (2,082  | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                             |  |                             | 3,314   |   |      |   | 2,631   |  
|Amortization of debt premiums, discounts and issuance costs                               |  |                             | 470     |   |      |   | 426     |  
|Provision for doubtful receivables                                                        |  |                             | (59     | ) |      |   | 303     |  
|Other                                                                                     |  |                             | 56      |   |      |   | 18      |  
|Provision for discount on CRDA obligations, net of amortization                           |  |                             | 125     |   |      |   | 158     |  
|Changes in operating assets and liabilities:                                              |  |                             |         |   |      |   |         |  
|Net increase in receivables                                                               |  |                             | (339    | ) |      |   | (35     | )
|Net increase in inventories and prepaid expenses and other current assets                 |  |                             | (408    | ) |      |   | (1,244  | )
|Net decrease in deferred charges and other assets                                         |  |                             | 272     |   |      |   | 19      |  
|Net increase (decrease) in accounts payable and accrued expenses                          |  |                             | 3,808   |   |      |   | (453    | )
|Net decrease in interest payable                                                          |  |                             | (5,175  | ) |      |   | (5,175  | )
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                       |  |                             | 497     |   |      |   | (5,434  | )
|                                                                                          |  |                             |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                     |  |                             |         |   |      |   |         |  
|Releases of cash and cash equivalents  restricted                                        |  |                             | 16,858  |   |      |   | 8,500   |  
|Purchases of property and equipment                                                       |  |                             | (22,314 | ) |      |   | (11,358 | )
|CRDA deposits                                                                             |  |                             | (593    | ) |      |   | (704    | )
|CRDA refunds                                                                              |  |                             | 304     |   |      |   |        |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                             | (5,745  | ) |      |   | (3,562  | )
|                                                                                          |  |                             |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                     |  |                             |         |   |      |   |         |  
|Payments to secure borrowings                                                             |  |                             | (87     | ) |      |   | (12     | )
|Debt repayments                                                                           |  |                             | (293    | ) |      |   | (338    | )
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash used in financing activities                                                     |  |                             | (380    | ) |      |   | (350    | )
|                                                                                          |  |                             |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                 |  |                             | (5,628  | ) |      |   | (9,346  | )
|Cash and cash equivalents at beginning of period                                          |  |                             | 28,417  |   |      |   | 32,989  |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                |  | $                           | 22,789  |   |      | $ | 23,643  |  
|                                                                                          |  |                             |         |   |      |   |         |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                                       |  |                             |         |   |      |   |         |  
|Cash paid during the period for:                                                          |  |                             |         |   |      |   |         |  
|Interest                                                                                  |  | $                           | 10,426  |   |      | $ | 10,433  |  
|Income taxes                                                                              |  |                             | 88      |   |      |   |        |  
|Non-cash transactions:                                                                    |  |                             |         |   |      |   |         |  
|Note payable issued in connection with option land purchase                               |  | $                           | 40,000  |   |      | $ |        |  



See accompanying notes.



4



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COLONY RIH HOLDINGS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



|1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



Colony RIH Holdings, Inc., a Delaware corporation (CRH, the Company), owns 100% of the outstanding common stock of Resorts
International Hotel and Casino, Inc., also a Delaware corporation (RIHC). RIHC, through its wholly-owned subsidiary, Resorts International Hotel, Inc., a New Jersey corporation (RIH), owns and operates Resorts Atlantic City,
a casino/hotel located in Atlantic City, New Jersey. CRH also owns 100% of the common stock of Resorts Real Estate Holdings, Inc. (RREH), a New Jersey corporation formed on April 1, 2003 to acquire certain land subject to an option
agreement (Option Agreement) between Kerzner International North America, Inc. (KINA) and RIHC. Colony RIH Holdings, Inc., Resorts International Hotel and Casino, Inc., Resorts Real Estate Holdings Inc., and Resorts
International Hotels, Inc. are referred to collectively as the Companies.



CRH was formed at the direction of Colony Investors IV, L.P. (Colony IV), a Delaware limited partnership, under the laws of the State of Delaware on March 7, 2001. RIHC was formed at the direction of
Colony IV on October 24, 2000.



The consolidated financial
statements include the accounts of CRH and its wholly owned subsidiaries. CRH is a voluntary filer with the Securities and Exchange Commission. The accounts of CRH include RIHC, a publicly traded debt registrant, and RREH, a wholly owned subsidiary
that includes $40 million of assets and liabilities related to the purchase of property. All significant intercompany accounts and transactions have been eliminated.



The preparation of the financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



For further information, refer to the consolidated financial statements and
notes thereto included in CRHs annual report on Form 10-K for the year ended December 31, 2003.



|2. | OPTION LAND ACQUISITION
|-- | -----------------------



In conjunction with the purchase of RIH from KINA in April 2001 by CRH and RIHC, CRH obtained an option to purchase approximately 10.0 acres of real
property immediately adjacent to the Resorts site and approximately 2.0 acres of real property located in the Atlantic City metropolitan area, pursuant to the Option Agreement for a total purchase price of $40.0 million. Portions of the option
property (the Option Land) are zoned for casino hotel use and are available for future expansion. A portion of the option property was leased from KINA by RIH for use as a surface parking lot under a lease agreement whose terms ran
contemporaneous with the terms of the Option Agreement. On March 18, 2004, RREH acquired the Option Land from KINA in exchange for issuance of a $40 million note by RREH to KINA. In conjunction with the acquisition of the Option Land, the Option
Agreement was terminated. With the termination of the Option Agreement the lease agreement between KINA and RIHC converted to a month-to-month fair market value lease, which was amended and assigned by KINA to RREH as part of the option land
purchase transaction.



|3. | LONG TERM DEBT
|-- | --------------



On March 22, 2002, RIHC sold $180.0 million aggregate principal amount of First Mortgage Notes (the First Mortgage Notes) at a price of
97.686% yielding $175.8 million. Interest on the First Mortgage Notes is payable on March 15 and September 15 of each year, and the First Mortgage Notes are due in full on March 15, 2009.



The First Mortgage Notes contain certain covenants that, among other things, will limit RIHCs ability and the ability
of its subsidiaries to pay dividends on, redeem or repurchase its or their capital stock, make investments, incur additional indebtedness, permit payment of or restrict dividends by certain of its subsidiaries, enter into sale leaseback
transactions, sell assets, guarantee indebtedness, create certain liens, engage in transactions with affiliates, and consolidate, merge or transfer all or substantially all its assets and the assets of its subsidiaries on a consolidated basis.



5



---

In January 2004, CRH announced that it had reached agreement with KINA to acquire the Option Land,
subject to the approval of the New Jersey Casino Control Commission, which approval was received on March 17, 2004. Following the approval, the Option Land was acquired by RREH on March 18, 2004 in exchange for the issuance of a $40 million note by
RREH to KINA. This $40 million note will mature immediately following the maturity, acceleration or refinancing (other than permitted refinancing) of the First Mortgage Notes which are due March 22, 2009. Interest on the $40 million note will be
payable semi-annually, and will be calculated at the following annual rates: 0% through September 2004, 4% from October 2004 through March 2006, 6% from April 2006 through March 2008, and 9% from April 2008 through March 2009. The note payable to
KINA is guaranteed by CRH, RIHC and RIH, provided, however that the guarantee of RIHC and RIH does not become effective until either the First Mortgage Notes have been paid in full or the fixed charge coverage ratio (the ratio of Consolidated EBITDA
to Fixed Charges, all as further defined in the First Mortgage Notes Indenture) of RIHC is at least 2.0 to 1.0. In addition, the amount guaranteed is initially limited to $20 million increasing by $5 million each year.



In June 2002, RIH entered into a Thermal Energy Services Agreement (the
Thermal Agreement). The initial term of the Thermal Agreement is 20 years, renewable at RIHs option for two additional five-year terms. The Thermal Agreement has three components: a monthly charge for operation and maintenance of
the thermal energy facilities; a capital lease component for capital improvements whose value was estimated at $6.5 million on the date the Thermal Agreement was executed, and; a usage fee for steam and chilled water, whose usage and rate will vary
by month of the year. The outstanding balance of the capital lease was $6.4 million at March 31, 2004.



In June 2002, RIH entered into a Restated Loan and Security Agreement with CIT Group/Equipment Financing, Inc. (CIT Facility). The CIT
Facility permits RIH to borrow up to $20 million for the purchase of machinery, furniture, or equipment. Loans pursuant to the CIT Facility are repayable in up to a sixty-month amortization period from the date the loan is made. Outstanding loans
bear interest at the rate of LIBOR plus three and one-half percent. RIH is required to pay an annual fee equal to one-half percent of the unused portion of the CIT Facility. The outstanding balance due to CIT at March 31, 2004 was $0.8 million.



In November 2002, RIH entered into a Loan and Security
Agreement with Commerce Bank, N.A (Commerce Facility). The Commerce Facility provides for working capital borrowings and letters of credit up to $10 million. The Commerce Facility expires on December 31, 2004. There was no outstanding
balance on the Commerce Facility at March 31, 2004.



|4. | REDEEMABLE COMMON STOCK
|-- | -----------------------



The proceeds from the sale of 1,915 shares of Class A Common Stock and 38,750 shares of Class B Common Stock have been classified separately from
shareholders equity as Redeemable Common Stock in the balance sheet to reflect the rights granted to a shareholder to require CRH to repurchase his shares under certain circumstances.



|5. | INCOME TAXES
|-- | ------------



The benefit for income taxes for the quarter ended March 31, 2004 is different than the amount computed at the United States statutory rate due to certain
non-deductible items and state income taxes, which are calculated under an alternative minimum assessment of a percentage of gross revenues.



Effective July 2003, the State of New Jersey passed a state budget which requires each casino licensee to pay an annual tax equal to 7.5% of net income
(as defined) subject to a minimum tax of $350,000. This tax is in effect for three years beginning with the fiscal year of July 1, 2003 to June 30, 2004. In connection with this tax, the Company recorded a provision for income taxes of $87,500 for
the three months ended March 31, 2004.



On July 3, 2002, the
State of New Jersey passed the New Jersey Business Tax Reform Act which, among other things, requires the suspension of the use of the New Jersey net operating loss carryforwards for two years and the introduction of a new alternative minimum amount
under the New Jersey corporate business tax based on gross receipts or gross profits, as defined. The Tax Act was retroactive to January 1, 2002. In accordance with the Tax Act, the Company recorded provisions for current state income tax of
$205,000 and $209,000, net of federal benefit, for the three months ended March 31, 2004 and 2003, respectively.



6



---

RESORTS INTERNATIONAL HOTEL AND CASINO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)



|                                                                                                                    |  |               |         |                   |   |        
|------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | -------
|                                                                                                                    |  | March 31,2004 |         | December 31, 2003
|                                                                                                                    |  | (Unaudited)   |         |                  
|ASSETS                                                                                                              |  |               |         |                   |   |        
|Current assets                                                                                                      |  |               |         |                   |   |        
|Cash and cash equivalents                                                                                           |  | $             | 22,590  |                   | $ | 28,417 
|Receivables, net                                                                                                    |  |               | 5,573   |                   |   | 5,175  
|Inventories                                                                                                         |  |               | 1,587   |                   |   | 1,503  
|Prepaid expenses and other current assets                                                                           |  |               | 4,306   |                   |   | 2,766  
|Deferred income taxes                                                                                               |  |               | 4,294   |                   |   | 4,294  
|                                                                                                                    |  |               |         |                   |   |        
|Total current assets                                                                                                |  |               | 38,350  |                   |   | 42,155 
|Property and equipment, net                                                                                         |  |               | 207,805 |                   |   | 189,609
|Other assets (including $33,500 and $50,358 of restricted cash and cash equivalents in 2004 and 2003, respectively) |  |               | 53,336  |                   |   | 70,922 
|                                                                                                                    |  |               |         |                   |   |        
|Total assets                                                                                                        |  | $             | 299,491 |                   | $ | 302,686
|                                                                                                                    |  |               |         |                   |   |        
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                |  |               |         |                   |   |        
|Current liabilities                                                                                                 |  |               |         |                   |   |        
|Current maturities of long-term debt                                                                                |  | $             | 648     |                   | $ | 846    
|Accounts payable                                                                                                    |  |               | 6,216   |                   |   | 3,390  
|Accrued interest payable                                                                                            |  |               | 863     |                   |   | 6,038  
|Accrued expenses and other current liabilities                                                                      |  |               | 17,475  |                   |   | 16,509 
|                                                                                                                    |  |               |         |                   |   |        
|Total current liabilities                                                                                           |  |               | 25,202  |                   |   | 26,783 
|Long-term debt, less current portion                                                                                |  |               | 183,306 |                   |   | 183,281
|Deferred income taxes                                                                                               |  |               | 5,591   |                   |   | 5,591  
|                                                                                                                    |  |               |         |                   |   |        
|Total liabilities                                                                                                   |  |               | 214,099 |                   |   | 215,655
|                                                                                                                    |  |               |         |                   |   |        
|Shareholders equity                                                                                                |  |               |         |                   |   |        
|Common stock                                                                                                        |  |               |        |                   |   |       
|Capital in excess of par                                                                                            |  |               | 77,673  |                   |   | 77,673 
|Retained earnings                                                                                                   |  |               | 7,719   |                   |   | 9,358  
|                                                                                                                    |  |               |         |                   |   |        
|Total shareholders equity                                                                                          |  |               | 85,392  |                   |   | 87,031 
|                                                                                                                    |  |               |         |                   |   |        
|Total liabilities and shareholders equity                                                                          |  | $             | 299,491 |                   | $ | 302,686
|                                                                                                                    |  |               |         |                   |   |        



See accompanying notes



7



---

RESORTS INTERNATIONAL HOTEL AND CASINO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands)



|                                    |  |                             |         |   |      |   |         |  
|----------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                    |  | Three months endedMarch 31, |        
|                                    |  | 2004                        |         |   | 2003 |  
|Revenue:                            |  |                             |         |   |      |   |         |  
|Casino                              |  | $                           | 55,212  |   |      | $ | 56,020  |  
|Lodging                             |  |                             | 3,072   |   |      |   | 2,557   |  
|Food and beverage                   |  |                             | 4,984   |   |      |   | 4,873   |  
|Other                               |  |                             | 1,850   |   |      |   | 1,362   |  
|Less: promotional allowances        |  |                             | (13,958 | ) |      |   | (12,495 | )
|                                    |  |                             |         |   |      |   |         |  
|Total net revenue                   |  |                             | 51,160  |   |      |   | 52,317  |  
|Costs and expenses:                 |  |                             |         |   |      |   |         |  
|Casino                              |  |                             | 27,870  |   |      |   | 29,210  |  
|Lodging                             |  |                             | 365     |   |      |   | 236     |  
|Food and beverage                   |  |                             | 2,530   |   |      |   | 2,466   |  
|Other operating                     |  |                             | 6,540   |   |      |   | 6,447   |  
|Selling, general and administrative |  |                             | 8,596   |   |      |   | 8,788   |  
|Depreciation and amortization       |  |                             | 3,439   |   |      |   | 2,789   |  
|Pre-opening                         |  |                             | 17      |   |      |   |        |  
|                                    |  |                             |         |   |      |   |         |  
|Total costs and expenses            |  |                             | 49,357  |   |      |   | 49,936  |  
|                                    |  |                             |         |   |      |   |         |  
|Income from operations              |  |                             | 1,803   |   |      |   | 2,381   |  
|Interest income                     |  |                             | 169     |   |      |   | 407     |  
|Interest expense                    |  |                             | (3,798  | ) |      |   | (5,207  | )
|Other expense                       |  |                             | (56     | ) |      |   | (209    | )
|                                    |  |                             |         |   |      |   |         |  
|Loss before income taxes            |  |                             | (1,882  | ) |      |   | (2,628  | )
|Income tax benefit                  |  |                             | 243     |   |      |   | 546     |  
|                                    |  |                             |         |   |      |   |         |  
|Net loss                            |  | $                           | (1,639  | ) |      | $ | (2,082  | )
|                                    |  |                             |         |   |      |   |         |  



See accompanying notes



8



---

RESORTS INTERNATIONAL HOTEL AND CASINO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)



|                                                                            |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                            |  | Three months endedMarch 31, |        
|                                                                            |  | 2004                        |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                             |         |   |      |   |         |  
|Net loss                                                                    |  | $                           | (1,639  | ) |      | $ | (2,082  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                               |  |                             | 3,314   |   |      |   | 2,631   |  
|Amortization of debt premiums, discounts and issuance costs                 |  |                             | 470     |   |      |   | 426     |  
|Provision for doubtful receivables                                          |  |                             | (59     | ) |      |   | 303     |  
|Other                                                                       |  |                             | 56      |   |      |   | 18      |  
|Provision for discount on CRDA obligations, net of amortization             |  |                             | 125     |   |      |   | 158     |  
|Changes in operating assets and liabilities:                                |  |                             |         |   |      |   |         |  
|Net increase in receivables                                                 |  |                             | (339    | ) |      |   | (35     | )
|Net increase in inventories and prepaid expenses and other current assets   |  |                             | (1,624  | ) |      |   | (1,244  | )
|Net decrease in deferred charges and other assets                           |  |                             | 248     |   |      |   | 19      |  
|Net increase (decrease) in accounts payable and accrued expenses            |  |                             | 3,682   |   |      |   | (453    | )
|Net decrease in interest payable                                            |  |                             | (5,175  | ) |      |   | (5,175  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |                             | (941    | ) |      |   | (5,434  | )
|                                                                            |  |                             |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                             |         |   |      |   |         |  
|Releases of cash and cash equivalents-restricted                            |  |                             | 16,858  |   |      |   | 8,500   |  
|Purchases of property and equipment                                         |  |                             | (21,075 | ) |      |   | (11,358 | )
|CRDA deposits                                                               |  |                             | (593    | ) |      |   | (704    | )
|CRDA refunds                                                                |  |                             | 304     |   |      |   |        |  
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                       |  |                             | (4,506  | ) |      |   | (3,562  | )
|                                                                            |  |                             |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                             |         |   |      |   |         |  
|Payments to secure borrowings                                               |  |                             | (87     | ) |      |   | (12     | )
|Debt repayments                                                             |  |                             | (293    | ) |      |   | (338    | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in financing activities                                       |  | $                           | (380    | ) |      | $ | (350    | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                   |  |                             | (5,827  | ) |      |   | (9,346  | )
|Cash and cash equivalents at beginning of period                            |  |                             | 28,417  |   |      |   | 32,989  |  
|                                                                            |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                  |  | $                           | 22,590  |   |      | $ | 23,643  |  
|                                                                            |  |                             |         |   |      |   |         |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                         |  |                             |         |   |      |   |         |  
|Cash paid during the period for:                                            |  |                             |         |   |      |   |         |  
|Interest                                                                    |  | $                           | 10,426  |   |      | $ | 10,433  |  
|Income taxes                                                                |  |                             | 88      |   |      |   |        |  



See accompanying notes.



9



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RESORTS INTERNATIONAL HOTEL AND CASINO, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



|1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



Colony RIH Holdings, Inc., a Delaware corporation (CRH, the Company), owns 100% of the outstanding common stock of Resorts
International Hotel and Casino, Inc., also a Delaware corporation (RIHC). RIHC, through its wholly-owned subsidiary, Resorts International Hotel, Inc., a New Jersey corporation (RIH), owns and operates Resorts Atlantic City,
a casino/hotel located in Atlantic City, NJ. Colony RIH Holdings, Inc., Resorts International Hotel and Casino, Inc., and Resorts International Hotels, Inc. are referred to collectively as The Companies.



CRH was formed at the direction of Colony Investors IV, L.P. (Colony
IV), a Delaware limited partnership, under the laws of the State of Delaware on March 7, 2001. RIHC was formed at the direction of Colony IV on October 24, 2000.



The consolidated financial statements include the accounts of RIHC and its wholly owned subsidiary. All significant
intercompany accounts and transactions have been eliminated.



The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.



For the further information, refer to the consolidated financial statements and notes thereto included in CRHs annual report on Form 10-K for the year ended December 31, 2003.



|2. | LONG TERM DEBT
|-- | --------------



On March 22, 2002, RIHC sold $180.0 million aggregate principal amount of First Mortgage Notes (the First Mortgage Notes) at a price of
97.686% yielding $175.8 million. Interest on the First Mortgage Notes is payable on March 15 and September 15 of each year, and the First Mortgage Notes are due in full on March 15, 2009.



The First Mortgage Notes contain certain covenants that, among other things, will limit RIHCs ability and the ability
of its subsidiaries to pay dividends on, redeem or repurchase its or their capital stock, make investments, incur additional indebtedness, permit payment of or restrict dividends by certain of its subsidiaries, enter into sale leaseback
transactions, sell assets, guarantee indebtedness, create certain liens, engage in transactions with affiliates, and consolidate, merge or transfer all or substantially all its assets and the assets of its subsidiaries on a consolidated basis.



In June 2002, RIH entered into a Thermal Energy Services
Agreement (the Thermal Agreement). The initial term of the Thermal Agreement is 20 years, renewable at RIHs option for two additional five-year terms. The Thermal Agreement has three components: a monthly charge for operation and
maintenance of the thermal energy facilities; a capital lease component for capital improvements whose value was estimated at $6.5 million on the date the Thermal Agreement was executed, and; a usage fee for steam and chilled water, whose usage and
rate will vary by month of the year. The outstanding balance of the capital lease was $6.4 million at March 31, 2004.



In June 2002, RIH entered into a Restated Loan and Security Agreement with CIT Group/Equipment Financing, Inc. (CIT Facility). The CIT
Facility permits RIH to borrow up to $20 million for the purchase of machinery, furniture, or equipment. Loans pursuant to the CIT Facility are repayable in up to a sixty-month amortization period from the date the loan is made. Outstanding loans
bear interest at the rate of LIBOR plus three and one-half percent. RIH is required to pay an annual fee equal to one-half percent of the unused portion of the CIT Facility. The outstanding balance due to CIT at March 31, 2004 was $0.8 million.



10



---

In November 2002, RIH entered into a Loan and Security Agreement with Commerce Bank, N.A (Commerce
Facility). The Commerce Facility provides for working capital borrowings and letters of credit up to $10 million. The Commerce Facility expires on December 31, 2004. There was no outstanding balance on the Commerce Facility at March 31, 2004.



|3. | INCOME TAXES
|-- | ------------



The benefit for income taxes for the quarter ended March 31, 2004 is different than the amount computed at the United States statutory rate due to certain
non-deductible items and state income taxes, which are calculated under an alternative minimum assessment of a percentage of gross revenues.



Effective July 2003, the State of New Jersey passed a state budget which requires each casino licensee to pay an annual tax equal to 7.5% of net income
(as defined) subject to a minimum tax of $350,000. This tax is in effect for three years beginning with the fiscal year of July 1, 2003 to June 30, 2004. In connection with this tax, the Company recorded a provision for income taxes of $87,500 for
the three months ended March 31, 2004.



On July 3, 2002, the
State of New Jersey passed the New Jersey Business Tax Reform Act which, among other things, requires the suspension of the use of the New Jersey net operating loss carryforwards for two years and the introduction of a new alternative minimum amount
under the New Jersey corporate business tax based on gross receipts or gross profits, as defined. The Tax Act was retroactive to January 1, 2002. In accordance with the Tax Act, the Company recorded provisions for current state income tax of
$205,000 and $209,000, net of federal benefit, for the three months ended March 31, 2004 and 2003, respectively.



11



---

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



The discussion and analysis of the Companys financial condition and results of operations are based upon its financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States.



The preparation of these financial statements requires management to make estimates and judgments that offset the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. Managements estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



The following discussion and analysis as well as the
associated tables are based on the financial statements of RIHC. The financial statements of CRH and RIHC are materially similar with certain differences related to the following:



| | (i) | the financial statements of CRH include the financial statements of RREH, which acquired the Option Land on March 18, 2004 and issued a $40 million note to KINA in payment thereof;
and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the financial statements of CRH classify certain equity instruments separately from shareholders equity as redeemable common stock in the balance sheet to reflect the rights
granted to a shareholder to require CRH to repurchase his shares under certain circumstances.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A reconciliation of selected financial information between RIHC and CRH is as follows:



Assets



|                                         |  |                  |         |   |                  |   |        
|---------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | -------
|                                         |  | March 31,2004    |         |   | December 31,2003
|                                         |  | ($ in thousands)
|Total assets of RIHC                     |  | $                | 299,491 |   |                  | $ | 302,686
|Basis of Option Land acquired            |  |                  | 41,239  |   |                  |   |       
|Balance of security deposit paid to RREH |  |                  | (1,216  | ) |                  |   |       
|Other                                    |  |                  | 175     |   |                  |   |       
|                                         |  |                  |         |   |                  |   |        
|Total assets of CRH                      |  | $                | 339,689 |   |                  | $ | 302,686
|                                         |  |                  |         |   |                  |   |        



Liabilities



|                          |  |                  |         |                  |   |        
|------------------------- |  | ---------------- | ------- | ---------------- | - | -------
|                          |  | March 31,2004    |         | December 31,2003
|                          |  | ($ in thousands)
|Total liabilities of RIHC |  | $                | 214,099 |                  | $ | 215,655
|Note payable              |  |                  | 40,000  |                  |   |       
|Redeemable common stock   |  |                  | 3,875   |                  |   | 3,875  
|Other                     |  |                  | 126     |                  |   |       
|                          |  |                  |         |                  |   |        
|Total liabilities of CRH  |  | $                | 258,100 |                  | $ | 219,530
|                          |  |                  |         |                  |   |        



12



---

Equity



|                                   |  |                  |        |   |                  |   |        |  
|---------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | -
|                                   |  | March 31,2004    |        |   | December 31,2003 |  
|                                   |  | ($ in thousands) |       
|Total shareholders equity of RIHC |  | $                | 85,392 |   |                  | $ | 87,031 |  
|Redeemable common stock            |  |                  | (3,875 | ) |                  |   | (3,875 | )
|Intercompany rent                  |  |                  | 72     |   |                  |   |       |  
|                                   |  |                  |        |   |                  |   |        |  
|Total shareholders equity of CRH  |  | $                | 81,589 |   |                  | $ | 83,156 |  
|                                   |  |                  |        |   |                  |   |        |  



Net Loss



|                  |  |                             |        |   |      |   |        |  
|----------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                  |  | Three Months EndedMarch 31, |       
|                  |  | 2004                        |        |   | 2003 |  
|                  |  | ($ in thousands)            |       
|Net loss of RIHC  |  | $                           | (1,639 | ) |      | $ | (2,082 | )
|Intercompany rent |  |                             | 72     |   |      |   |       |  
|                  |  |                             |        |   |      |   |        |  
|Net loss of CRH   |  | $                           | (1,567 | ) |      | $ | (2,082 | )
|                  |  |                             |        |   |      |   |        |  



Executive Overview



CRH was formed at the direction of Colony Investors IV, L.P.
(Colony IV), an affiliate of Colony Capital, LLC (Colony Capital) of Los Angeles, California, on March 7, 2001. CRH is owned by Colony IV, Colony RIH Voteco, LLC (Voteco), another affiliate of Colony Capital, and
Nicholas L. Ribis, a Director and executive officer of both CRH, RIHC and RREH. RIHC and RREH are wholly-owned subsidiaries of CRH and were formed at the direction of Colony IV on October 24, 2000 and April 1, 2003, respectively. RIH is RIHCs
wholly-owned subsidiary. RIH owns and operates Resorts Atlantic City, a casino hotel in Atlantic City.



On September 4, 2002, RIHC decommissioned the 166-room Atlantic City Tower in anticipation of beginning construction in November 2002 of a 27-story hotel
tower on the same site. The expansion will add approximately 400 hotel rooms and suites, 25,000 square feet of additional gaming space, 840 slot machines and 11 table games as compared to March 31, 2004 levels. In addition, the expansion plans
include the relocation and expansion of the hotel lobby and porte cochere. The expansion is anticipated to cost approximately $118.1 million and is expected to be completed by the end of the second quarter of 2004. Management anticipates that the
opening of the hotel expansion in mid-2004 will have a positive impact on operating results in the coming year, and are focusing current efforts on positioning RIH to capitalize on that impact.



Key Performance Indicators



RIHC generates the majority of its net revenues from gaming operations,
therefore many of the key performance indicators that management uses to manage its business are related to the casino. The key indicators related to gaming revenue are as follows:



| |  | Table games drop (the dollar amount of chips purchased) and slot handle (the dollar amounts wagered in slot machines), which are indicators of volume;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The hold percentage (the percentage of win to drop or handle); Resorts typical table games hold percentage is in the range of 15% to 17% of table games drop, and its typical slot
hold percentage is in the range of 7% to 8% of slot handle.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Key performance indicators related to non-gaming revenues include hotel occupancy, an indicator of volume in the hotel, and restaurant covers (number of meals served), also a volume indicator.



RIHC also considers EBITDA to be a key indicator of its
performance. EBITDA is income from operations before deducting depreciation and amortization. Management believes that EBITDA is a commonly used measure of performance in the gaming industry, and uses it as the primary measurement in evaluating
managements operating performance. EBITDA should not be considered as an



13



---

alternative to operating income (as determined in accordance with generally accepted accounting principles, or GAAP) as an indicator of operating
performance, or to cash flows from operating activities (as determined in accordance with GAAP) as a measure of liquidity, or to other consolidated income or cash flow statement data, as are determined in accordance with GAAP. All companies do not
calculate EBITDA in the same manner. The following table reflects a reconciliation of EBITDA to net income as determined in accordance with GAAP for the periods indicated:



|                              |  |                             |        |   |      |   |        |  
|----------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                              |  | Three months endedMarch 31, |       
|                              |  | 2004                        |        |   | 2003 |  
|                              |  | ($ in thousands)            |       
|Total net revenues            |  | $                           | 51,160 |   |      | $ | 52,317 |  
|Operating expenses            |  |                             | 45,918 |   |      |   | 47,147 |  
|                              |  |                             |        |   |      |   |        |  
|EBITDA                        |  |                             | 5,242  |   |      |   | 5,170  |  
|Depreciation and amortization |  |                             | 3,439  |   |      |   | 2,789  |  
|                              |  |                             |        |   |      |   |        |  
|Income from operations        |  |                             | 1,803  |   |      |   | 2,381  |  
|Interest income               |  |                             | 169    |   |      |   | 407    |  
|Interest expense              |  |                             | (3,798 | ) |      |   | (5,207 | )
|Other expense                 |  |                             | (56    | ) |      |   | (209   | )
|Income tax benefit            |  |                             | 243    |   |      |   | 546    |  
|                              |  |                             |        |   |      |   |        |  
|Net loss                      |  | $                           | (1,639 | ) |      | $ | (2,082 | )
|                              |  |                             |        |   |      |   |        |  



Operating Results



Revenues



The following table presents the detail of RIHCs net revenues for the periods noted:



|                                |  |                              |         |   |         |       |   |      |   |         |  
|------------------------------- |  | ---------------------------- | ------- | - | ------- | ----- | - | ---- | - | ------- | -
|                                |  | Three months ended March 31, |        
|                                |  | 2004                         |         |   | %change |       |   | 2003 |  
|                                |  | ($ in thousands)             |        
|Casino revenues:                |  |                              |         |   |         |       |   |      |   |         |  
|Slots                           |  | $                            | 39,129  |   |         | (3.0% | ) |      | $ | 40,329  |  
|Table games                     |  |                              | 15,723  |   |         | 2.8%  |   |      |   | 15,294  |  
|Other                           |  |                              | 360     |   |         | (9.3% | ) |      |   | 397     |  
|                                |  |                              |         |   |         |       |   |      |   |         |  
|Total casino revenues           |  |                              | 55,212  |   |         | (1.4% | ) |      |   | 56,020  |  
|Non-casino revenue:             |  |                              |         |   |         |       |   |      |   |         |  
|Food and beverage               |  |                              | 4,984   |   |         | 2.3%  |   |      |   | 4,873   |  
|Lodging                         |  |                              | 3,072   |   |         | 20.1% |   |      |   | 2,557   |  
|Entertainment, retail and other |  |                              | 1,850   |   |         | 35.8% |   |      |   | 1,362   |  
|                                |  |                              |         |   |         |       |   |      |   |         |  
|Total non-casino revenues       |  |                              | 9,906   |   |         | 12.7% |   |      |   | 8,792   |  
|Less: promotional allowances    |  |                              | (13,958 | ) |         | 11.7% |   |      |   | (12,495 | )
|                                |  |                              |         |   |         |       |   |      |   |         |  
|Total net revenues              |  | $                            | 51,160  |   |         | (2.2% | ) |      | $ | 52,317  |  
|                                |  |                              |         |   |         |       |   |      |   |         |  



The decrease in slot
revenues in 2004 was due to a $30.0 million (5.6%) decrease in slot handle to $503.3 million from $533.3 million in 2003, while the 2004 net slot hold increased to 7.8% from the 2003 net slot hold of 7.6%. The decrease in slot handle resulted from a
decline in the number of slot units due to the expansion project as well as the impact of the opening of the Borgata Hotel Casino and Spa in July 2003.



14



---

The increase in table games revenues in 2004 was due to a combination of a table games hold increase in
2004 to 17.3% from 16.3% in 2003 offset by a 2.7% decrease in table drop to $91.0 million in 2004 from $93.5 million in 2003.



The increase in food and beverage revenues in 2004 was due to a 2.6% increase in the average price per cover to $14.50 in 2004 from $14.13 in 2003. The
total number of restaurant covers (meals served) decreased 5,108 (1.8%) to 283,819 in 2004 from 288,927 in 2003.



The increase in lodging revenues in 2004 resulted from an increase in the rate recorded for complimentary rooms. Hotel occupancy in 2004 decreased to
88.1% from 94.9% in 2003.



The increase in entertainment,
retail, and other revenue in 2004 was due to the opening of The Screening Room, and The Improv, two new entertainment venues that contributed to the 45.7% increase in entertainment revenue.



Promotional allowances are expenses incurred by Resorts for complimentary
services (goods and services provided free of charge to gaming patrons) and cash incentives given to gaming patrons. The increase in cash promotions given to patrons accounted for a $0.9 million (13.4%) increase resulting from efforts to increase
traffic through the property in anticipation of the hotel tower opening later this year.



Operating Results



The
following table presents the detail of RIHCs operating results for the periods noted:



|                                    |  |                              |        |         |        |   |      |   |       
|----------------------------------- |  | ---------------------------- | ------ | ------- | ------ | - | ---- | - | ------
|                                    |  | Three months ended March 31,
|                                    |  | 2004                         |        | %change |        |   | 2003
|                                    |  | ($ in thousands)            
|Total net revenues                  |  | $                            | 51,160 |         | (2.2%  | ) |      | $ | 52,317
|Costs and expenses:                 |  |                              |        |         |        |   |      |   |       
|Casino and hotel operations         |  |                              | 37,305 |         | (2.7%  | ) |      |   | 38,359
|Selling, general and administrative |  |                              | 8,596  |         | (2.2%  | ) |      |   | 8,788 
|Depreciation and amortization       |  |                              | 3,439  |         | 23.3%  |   |      |   | 2,789 
|Pre-opening                         |  |                              | 17     |         |       |   |      |   |      
|                                    |  |                              |        |         |        |   |      |   |       
|Total costs and expenses            |  |                              | 49,357 |         | (1.2%  | ) |      |   | 49,936
|                                    |  |                              |        |         |        |   |      |   |       
|Income from operations              |  | $                            | 1,803  |         | (24.3% | ) |      | $ | 2,381 
|                                    |  |                              |        |         |        |   |      |   |       



The on-going Hotel
Expansion Project has continued to effect volumes throughout the property during 2004. As a result, revenues and expenses have remained level with 2003 figures. Management continuously monitors and adjusts staffing levels in response to the declines
in business in order to offset the reductions in revenues.



The
increase in depreciation and amortization expense for the 2004 was due to a $9.9 million (6.8%) increase in depreciable assets including an $8.8 million (28.0%) increase in furniture, fixtures and equipment.



15



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Non-Operating Results



The following table presents information related to RIHCs non-operating income and expenses for the periods noted:



|                           |  |                              |        |   |      |   |       |  
|-------------------------- |  | ---------------------------- | ------ | - | ---- | - | ----- | -
|                           |  | Three months ended March 31, |       
|                           |  | 2004                         |        |   | 2003 |  
|                           |  | ($ in thousands)             |       
|Interest income            |  | $                            | 169    |   |      | $ | 407   |  
|Interest expense:          |  |                              |        |   |      |   |       |  
|Total interest cost        |  | $                            | 5,721  |   |      | $ | 5,688 |  
|Less: capitalized interest |  |                              | (1,923 | ) |      |   | (481  | )
|                           |  |                              |        |   |      |   |       |  
|Interest expense, net      |  | $                            | 3,798  |   |      | $ | 5,207 |  
|Other expense              |  | $                            | 56     |   |      | $ | 209   |  



The reduction in
interest income is related to the change in Resorts restricted cash balance for the Hotel Expansion Project. Resorts received an influx of cash with the sale of the First Mortgage Notes on March 22, 2002. From the proceeds of the sale of the
First Mortgage Notes, $89.4 million was deposited in a construction disbursement account for use in construction of the hotel tower. In addition, $10.0 million of the restricted cash was deposited in a liquidity disbursement account to be used for
working capital in the event RIHCs Consolidated EBITDA, as defined in the First Mortgage Notes Indenture, for any four fiscal quarters ending on or prior to December 31, 2004, is less than $28 million. Draws on the construction disbursement
account since that time have decreased the restricted cash balance to $33.5 million as of March 31, 2004 from $81.5 million at March 31, 2003.



The decrease in net interest expense in 2004 is due to a $1.4 million increase in capitalized interest. Total interest cost for 2004 are in line with 2003
levels. Capitalization of interest will cease when the tower is ready for its intended use which is anticipated to be at the end of the second quarter.



Income Taxes



The following table presents information related to RIHCs income tax benefit for the periods noted:



|                           |  |                              |      |   |      |   |      |  
|-------------------------- |  | ---------------------------- | ---- | - | ---- | - | ---- | -
|                           |  | Three months ended March 31, |     
|                           |  | 2004                         |      |   | 2003 |  
|                           |  | ($ in thousands)             |     
|Federal income tax benefit |  | $                            | (535 | ) |      | $ | (755 | )
|NJ state income tax        |  |                              | 205  |   |      |   | 209  |  
|NJ casino net profits tax  |  |                              | 87   |   |      |   |     |  
|                           |  |                              |      |   |      |   |      |  
|Total income tax benefit   |  | $                            | (243 | ) |      | $ | (546 | )
|                           |  |                              |      |   |      |   |      |  



On June 30, 2003, the
State of New Jersey amended the Casino Control Act, effective July 1, 2003, to impose or increase certain taxes and fees, including a tax at the rate of 7.5% on the adjusted net income of casino licensees in calendar year 2002, payable in the
states fiscal years 2004 through 2006. The amount of this tax for each licensee is limited to a maximum of $10.0 million annually and a minimum of $350,000 annually. For the three months ended March 31, 2004, the Company recorded a provision
of $87,500 for this tax.



On July 3, 2002, the State of New
Jersey passed the New Jersey Business Tax Reform Act which, among other things, requires the suspension of the use of the New Jersey net operating loss carryforwards for two years and the introduction of a new alternative minimum amount under the
New Jersey corporate business tax based on gross receipts or gross profits, as defined. This tax was retroactive to January 1, 2002.



16



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Liquidity and Capital Resources



RIHCs cash flows consisted of the following:



|                                                     |  |                              |         |   |      |   |         |  
|---------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                     |  | Three months ended March 31, |        
|                                                     |  | 2004                         |         |   | 2003 |  
|                                                     |  | ($ in thousands)             |        
|Net cash provided by operations                      |  | $                            | (941    | ) |      | $ | (5,434  | )
|Cash flows from investing activities:                |  |                              |         |   |      |   |         |  
|Purchases of property and equipment                  |  |                              | (21,075 | ) |      |   | (11,358 | )
|Releases of restricted cash                          |  |                              | 16,858  |   |      |   | 8,500   |  
|CRDA refunds (deposits), net                         |  |                              | (289    | ) |      |   | (704    | )
|                                                     |  |                              |         |   |      |   |         |  
|Net cash used in investing activities                |  |                              | (4,506  | ) |      |   | (3,562  | )
|Cash flows from financing activities:                |  |                              |         |   |      |   |         |  
|Debt repayments                                      |  |                              | (293    | ) |      |   | (338    | )
|Other                                                |  |                              | (87     | ) |      |   | (12     | )
|                                                     |  |                              |         |   |      |   |         |  
|Net cash used in financing activities                |  |                              | (380    | ) |      |   | (350    | )
|Net increase (decrease) in cash and cash equivalents |  | $                            | (5,827  | ) |      | $ | (9,346  | )
|                                                     |  |                              |         |   |      |   |         |  



Cash flows from Operating
Activities



Income from operations for the first quarter
of 2004 is relatively flat with the first quarter of 2003 after eliminating the increase in depreciation and amortization, which does not affect cash flow. The improvement in cash flow from operations over last year resulted primarily from favorable
working capital changes, including a $3.7 million increase in accounts payable and accrued expenses, compared to a $0.5 million decrease in those items in 2003.



Cash Flows from Investing Activities



During the three months ended March 31, 2004, RIHC expended $21.1 million for the purchase of property and equipment, which includes $17.7 million for the
construction of the new hotel tower, $1.9 million of capitalized interest related to the construction of the new hotel tower, and $1.5 million for other expenditures, such as the purchase of new slot machines and related equipment, computer
upgrades, and other facility improvements.



At March 31, 2004,
RIHC had a restricted cash balance of $33.5 million, which is included in other assets on RIHCs Consolidated Balance Sheet. The restricted cash consists of the unexpended portion of the proceeds of RIHCs First Mortgage Notes which are to
be used to finance the cost to develop, construct, and equip the new hotel tower. In addition, $10.0 million of the restricted cash has been deposited in a liquidity disbursement account to be used for working capital in the event RIHCs
EBITDA, as defined in the First Mortgage Notes Indenture, for any four fiscal quarters ending on or prior to December 31, 2004, is less than $28 million. At the end of the measurement period referred to in the previous sentence, RIHC will be
permitted to secure a release of any unutilized amount in the liquidity disbursement account for use in its business or to fund a dividend to CRH to return such unutilized amount to CRHs stockholders.



The CRDA will reimburse certain costs associated with the hotel tower
construction, totaling approximately $13.1 million through 2008. Approximately $9.2 million of these reimbursements were received by RIHC in 2003 and $304,000 of these reimbursements were received by RIHC during the three months ended March 31,
2004.



Cash Flows from Financing Activities



Cash used in financing activities represents principle payments required on
outstanding long term debt as well as costs incurred to acquire and/or amend new debt.



17



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Other Factors Affecting Liquidity



In June 2002, RIH entered into a $20.0 million credit facility, the proceeds of which are to be used for the acquisition of
furniture, fixtures, and equipment. RIHC has guaranteed the obligations of RIH under this equipment credit facility. RIH intends to use $15.0 million of the equipment credit facility to purchase furniture, fixtures, and equipment for the new hotel
tower and the expanded gaming facility. The outstanding balance due to CIT at March 31, 2004 was $0.8 million. In November 2002, RIH also entered into a $10.0 million revolving credit facility, against which a standby letter of credit in the amount
of $1.7 million has been issued, leaving an availability of $8.3 million as of March 31, 2004.



In June 2002, RIH entered into a Thermal Energy Services Agreement (the Agreement) with an energy supplier. The initial term of the Agreement is 20 years, renewable at RIHs option for two additional
five year terms. The Agreement has three components: a monthly charge for operation and maintenance of the thermal energy facilities; a capital lease component for capital improvements whose value is estimated at $6.5 million, for which payments
during the three month period ending March 31, 2004, were $30,000 including interest, with the total payments over the 20 year initial term estimated at $9.6 million including interest, and; a usage fee for steam and chilled water, whose usage and
rate will vary by month of the year.



In January 2004, CRH
announced that it had reached agreement with KINA to acquire the Option Land, subject to the approval of the New Jersey Casino Control Commission, which approval was received on March 17, 2004. Following the approval, the Option Land was acquired by
RREH on March 18, 2004 in exchange for the issuance of a $40 million note by RREH to KINA. The note payable to KINA is guaranteed by CRH, RIHC and RIH, provided, however that the guarantee of RIHC and RIH does not become effective until either the
First Mortgage Notes have been paid in full or the fixed charge coverage ratio (the ratio of Consolidated EBITDA to Fixed Charges, all as further defined in the First Mortgage Notes Indenture) of RIHC is at least 2.0 to 1.0. In addition, the amount
guaranteed is initially limited to $20 million increasing by $5 million each year.



In conjunction with the option land purchase transaction, the Option Agreement between RIHC and KINA was terminated. With the termination of the Option Agreement, the lease agreement between KINA and RIH converts to a
month-to-month fair market value lease. As part of the option land purchase transaction, the lease was amended to be a triple-net lease and was assigned by KINA to RREH. The amended agreement calls for the following payments: a $1.3 million security
deposit paid upon closing, offset against lease payments of $205,000 per month through September 2004; $135,833 per month from October 2004 through March 2006; $202,500 per month from April 2006 through March 2008; $302,500 per month from April 2008
through March 2009 and $402,500 per month thereafter. The lease agreement may be terminated by either party upon 30 days notice, with the remaining security deposit refunded to RIH upon termination.



Off Balance Sheet Arrangements



RIHC does not have any off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on RIHCs financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------



Interest Rate Risk



The Company has exposure to interest rate risk from its short-term and long-term debt. In general, the Companys long-term debt bears a fixed
interest rate. The Company believes that the market risk from changes in interest rates would not be material to the fair value of these financial instruments, or the related cash flows, or future results of operations of the Company.



|ITEM 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------



Within the 90 day period prior to the filing of this report, the Companies management, including the Chief Executive Officer and Principal Financial
Officer, conducted an evaluation of the effectiveness of the Companies disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that the disclosure controls and
procedures are



18



---

effective in ensuring that all material information required to be filed in the periodic reports to be filed with the Securities and Exchange Commission is
made known to them in a timely fashion. There have been no significant changes in internal controls or in factors that could significantly affect internal controls, subsequent to the date of this evaluation.



CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE
HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.



This document includes various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Sections 21E of the Securities Exchange Act of 1934, as amended,
which represent the Companies expectations or beliefs concerning future events. Statements containing expressions such as believes, anticipates, or expects used in the Companies press releases and
periodic reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Although the Companies believe their
expectations are based upon reasonable assumptions within the bounds of their knowledge of their business and operations, there can be no assurances that actual results will not materially differ from expected results. The Companies caution that
these and similar statements included in this report and in previously filed periodic reports, including reports filed on Forms 10-K and 10-Q, are further qualified by important factors that could cause actual results to differ materially from those
in the forward-looking statements. Such factors include, without limitation, the following: increased competition in existing markets or the opening of new gaming jurisdictions; a decline in the public acceptance of gaming; the limitation,
conditioning or suspension of any of the Companies gaming licenses; increases in or new taxes imposed on gaming revenues or gaming devices; a finding of unsuitability by regulatory authorities with respect to the Companies officers,
directors or key employees; loss or retirement of key executives; significant increases in fuel or transportation prices; adverse economic conditions in the Companies key markets; severe and unusual weather in the Companies key markets;
adverse results of significant litigation matters. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Companies undertake no obligation to publicly release any revision to
such forward-looking statements to reflect events or circumstances after the date thereof.



PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



Not applicable.



|ITEM 2. | CHANGES IN SECURITIES
|------- | ---------------------



None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



Not applicable.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



None.



19



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|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------



|A. | EXHIBITS
|-- | --------



|               |  |                                                                                                                                                                                                                             
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit                                                                                                                                                                                                                     
|               | 
|31.1           |  | Certification of Audrey S. Oswell, President and Chief Executive Officer of CRH, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                 
|               | 
|31.2           |  | Certification of Audrey S. Oswell, President and Chief Executive Officer of RIHC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                
|               | 
|31.3           |  | Certification of Joseph P. Weis, Senior Vice President/CFO and Principal Financial Officer of CRH, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                               
|               | 
|31.4           |  | Certification of Joseph P. Weis, Senior Vice President/CFO and Principal Financial Officer of RIHC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                              
|               | 
|32.1           |  | Certification of Audrey S. Oswell, President and Chief Executive Officer of CRH and RIHC, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                          
|               | 
|32.2           |  | Certification of Joseph P. Weis, Senior Vice President Finance/CFO and Principal Financial Officer of CRH and RIHC, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.



|B. | REPORTS ON FORM 8-K
|-- | -------------------



On February 9, 2004, the Company filed Form 8-K pursuant to Item 12. Results of Operations and Financial Condition, accompanied by a copy of
the press release announcing the Companys financial results for the quarter and year ended December 31, 2003.



20



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



May 12, 2004



COLONY RIH HOLDINGS, INC.By:

/s/    JOSEPH P. WEISName:

Joseph P. WeisTitle:

Senior Vice President Finance/CFO (Duly Authorized Officer and Principal Financial Officer)RESORTS INTERNATIONAL HOTEL AND CASINO, INC.By:

/s/    JOSEPH P. WEISName:

Joseph P. WeisTitle:

Senior Vice President Finance/CFO (Duly Authorized Officer and Principal Financial Officer)




21