<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
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 1-14573
PARK PLACE ENTERTAINMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 88-0400631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3930 HOWARD HUGHES PARKWAY
LAS VEGAS, NEVADA 89109
(Address of principal executive offices) (Zip code)
(702) 699-5000
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OUTSTANDING AT NOVEMBER 1, 1999
------------------- -------------------------------
<S> <C>
Common Stock, par value $0.01 per share 304,879,246
</TABLE>
1
<PAGE>
PARK PLACE ENTERTAINMENT
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited) 3
September 30, 1999 and December 31, 1998
Condensed Consolidated Statements of Income (unaudited)
Three and nine months ended September 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows (unaudited) 5
Nine months ended September 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PARK PLACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
--------------- ---------------
(unaudited)
<S> <C> <C>
Assets
Cash and equivalents $ 215 $ 247
Restricted cash 6 135
Accounts receivable, net 151 119
Inventory, prepaids and other 160 133
----------- ---------
Total current assets 532 634
Investments 137 169
Property and equipment, net 5,325 4,991
Goodwill 1,269 1,295
Other assets 97 85
----------- ---------
Total assets $ 7,360 $ 7,174
----------- ---------
----------- ---------
Liabilities and stockholders' equity
Accounts payable and accrued expenses $ 408 $ 434
Current maturities of long-term debt 5 6
Income taxes payable 10 -
----------- ---------
Total current liabilities 423 440
Long-term debt, net of current maturities 2,521 2,466
Deferred income taxes, net 639 609
Other liabilities 54 51
----------- ---------
Total liabilities 3,637 3,566
----------- ---------
Commitments and contingencies
Stockholders' equity
Common stock, $0.01 par value, 400.0 million shares authorized, 302.6
million and 303.1 million shares outstanding at
September 30, 1999 and December 31, 1998, respectively 3 3
Additional paid-in capital 3,621 3,613
Other (8) (8)
Retained earnings 119 -
Common stock in treasury at cost, 1.7 million shares (12) -
----------- ---------
Total stockholders' equity 3,723 3,608
----------- ---------
Total liabilities and stockholders' equity $ 7,360 $ 7,174
----------- ---------
----------- ---------
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
PARK PLACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1999 1998 1999 1998
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues
Casino $ 613 $ 421 $ 1,683 $ 1,198
Rooms 98 72 279 228
Food and beverage 71 54 203 169
Other revenue 57 44 161 145
--------- --------- ---------- ---------
839 591 2,326 1,740
--------- --------- ---------- ---------
Expenses
Casino 316 220 874 633
Rooms 37 28 102 82
Food and beverage 68 52 190 155
Other expenses 196 139 549 410
Depreciation and amortization 76 54 218 166
Pre-opening expense 37 - 47 -
Corporate expense 9 6 26 15
--------- --------- ---------- ---------
739 499 2,006 1,461
--------- --------- ---------- ---------
Operating income 100 92 320 279
Interest and dividend income 3 3 9 17
Interest expense (37) (23) (95) (66)
Interest expense, net from unconsolidated affiliates (3) (3) (9) (9)
--------- --------- ---------- ---------
Income before income taxes, minority interest and
cumulative effect of accounting change 63 69 225 221
Provision for income taxes 28 31 101 101
Minority interest, net 1 - 3 2
--------- --------- ---------- ---------
Income before cumulative effect of accounting change 34 38 121 118
Cumulative effect of accounting change, net of tax - - (2) -
--------- --------- ---------- ---------
Net income $ 34 $ 38 $ 119 $ 118
--------- --------- ---------- ---------
--------- --------- ---------- ---------
Basic earnings per share
Income before cumulative effect of accounting change $ 0.11 $ 0.40
Cumulative effect of accounting change $ - $(0.01)
Net income per share $ 0.11 $ 0.39
Diluted earnings per share
Income before cumulative effect of accounting change $ 0.11 $ 0.39
Cumulative effect of accounting change $ - $(0.01)
Net income per share $ 0.11 $ 0.39
Basic earnings per share - pro forma $ 0.15 $ 0.45
Diluted earnings per share - pro forma $ 0.15 $ 0.45
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
PARK PLACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1999 1998
-------- ---------
<S> <C> <C>
Operating activities
Net income $ 119 $ 118
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 218 166
Pre-opening expense 47 -
Change in working capital components 6 (7)
Change in deferred income taxes 20 14
Other 3 (15)
-------- ---------
Net cash provided by operating activities 413 276
-------- ---------
Investing activities
Capital expenditures (532) (469)
Pre-opening expense (47) -
Change in investments 30 (2)
Acquisitions, net of cash acquired - (58)
Other 9 2
-------- ---------
Net cash used in investing activities (540) (527)
-------- ---------
Financing activities
Net borrowings on Senior Credit Facilities 380 -
Proceeds from issuance of notes 298 -
Payments on debt (624) (7)
Payments (to) from Hilton (73) 169
Purchase of treasury stock (12) -
Other (3) -
-------- ---------
Net cash (used in) provided by financing activities (34) 162
-------- ---------
Decrease in cash and equivalents (161) (89)
Cash and equivalents at beginning of year 382 199
-------- ---------
Cash and equivalents at end of period $ 221 $ 110
-------- ---------
-------- ---------
Supplemental cash flow disclosure
Cash paid for:
Interest (net of amounts capitalized) $ 115 $ 65
-------- ---------
-------- ---------
Income taxes $ 64 $ -
-------- ---------
-------- ---------
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
PARK PLACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. THE COMPANY
Park Place Entertainment Corporation (the "Company"), a Delaware
corporation, was formed in June 1998. On December 31, 1998, Hilton Hotels
Corporation ("Hilton") completed the transfer of the operations, assets and
liabilities of its gaming business to the Company. The stock of the Company
was distributed to Hilton's shareholders tax-free on a one-for-one basis.
Also on December 31, 1998, immediately following the Hilton distribution, the
Company acquired, by means of a merger, the Mississippi gaming business of
Grand Casinos, Inc. ("Grand") which includes the Grand Casino Biloxi, Grand
Casino Gulfport and Grand Casino Tunica properties, in exchange for the
assumption of debt and the issuance of Company common stock on a one-for-one
basis.
The Company is primarily engaged in the ownership, operation and
development of gaming facilities. The operations of the Company currently are
conducted under the Hilton, Flamingo, Bally, Conrad and Grand brands. The
Company operates thirteen U.S. casino hotels; seven are in Nevada, with four
in Las Vegas, two in Reno and one in Laughlin; two are in Atlantic City, New
Jersey; and four are in Mississippi, with two in Tunica County, one in Biloxi
and one in Gulfport. In addition, the Company has a 49.9% owned and managed
riverboat casino in New Orleans, two partially owned and managed casino
hotels in Australia, and a partially owned and managed casino hotel in Punta
del Este, Uruguay. On September 1, 1999, the Company opened the 2,900-room
Paris Casino Resort ("Paris") on the Las Vegas Strip.
NOTE 2. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
the Company, its wholly owned subsidiaries and investments accounted for
under the equity method of accounting. Material intercompany accounts and
transactions have been eliminated.
The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary for a fair
presentation of results for the interim periods have been made. The results
for the nine-month period are not necessarily indicative of results to be
expected for the full fiscal year. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
The accompanying condensed consolidated financial statements include
revenues, expenses and cash flows of Hilton's gaming business on a
stand-alone basis, including an allocation of corporate expenses, for the
three and nine months ended September 30, 1998. The balance sheet as of
December 31, 1998 reflects the distribution by Hilton and the merger with
Grand.
The condensed consolidated financial statements for the prior periods
reflect certain reclassifications to conform to classifications adopted in 1999.
These classifications have no effect on previously reported net income.
6
<PAGE>
NOTE 3. PRE-OPENING EXPENSE
The Company adopted Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-Up Activities" in the first quarter of 1999. The provisions of
SOP 98-5 require that all costs associated with start-up activities
(including pre-opening costs) be expensed as incurred. The adoption of SOP
98-5 resulted in a write-off of the unamortized balance of pre-opening costs
in the first quarter of 1999 of $2 million, net of tax. The impact is shown
as a cumulative effect of accounting change in the condensed consolidated
statements of income. In addition, the Company expensed $47 million of
pre-opening costs during the nine months ended September 30, 1999.
Pre-opening costs for the periods presented related primarily to Paris.
NOTE 4. STOCK REPURCHASE
In March 1999, the Company's Board of Directors approved a stock repurchase
program allowing for the purchase of up to eight million shares of the Company's
currently outstanding common stock. During the nine months ended September 30,
1999, the Company repurchased approximately 1.7 million shares of its common
stock.
NOTE 5. GRAND ACQUISITION
Effective December 31, 1998, the Company completed the acquisition of Grand
pursuant to an agreement dated June 30, 1998. Aggregate consideration consisted
of approximately 42 million shares of the Company's common stock with an equity
value of $270 million and assumption of Grand's debt at fair market value
totaling $625 million at December 31, 1998.
The acquisition has been accounted for using the purchase method of
accounting. The purchase price has been preliminarily allocated based on
estimated fair values at the date of acquisition, pending final determination of
certain acquired balances.
The following unaudited pro forma information for the three and nine months
ended September 30, 1998 has been prepared assuming that the Grand merger had
taken place at January 1, 1998. This pro forma information does not purport to
be indicative of future results or what would have occurred had the Grand merger
been completed as of January 1, 1998.
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, 1998 September 30, 1998
-------------------- --------------------
(in millions, except (in millions, except
per share amounts) per share amounts)
<S> <C> <C>
Revenue..................................................... $ 752 $2,188
Operating income............................................ 111 332
Net income.................................................. 44 133
Basic earnings per share.................................... 0.14 0.44
Diluted earnings per share.................................. 0.14 0.43
</TABLE>
7
<PAGE>
NOTE 6. EARNINGS PER SHARE
Basic earnings per share (EPS) is calculated by dividing net income by the
weighted average number of common shares outstanding for the period. The
weighted average number of common shares outstanding for the three and nine
months ended September 30, 1999 was 302 million and 303 million, respectively.
Diluted EPS reflects the effect of assumed stock option exercises. The dilutive
effect of the assumed exercise of stock options increased the weighted average
number of common shares by 7 million and 4 million for the three and nine months
ended September 30, 1999, respectively.
For the three and nine months ended September 30, 1998, pro forma earnings
per share is calculated using the weighted average number of common shares
outstanding of 261 million. The dilutive effect of the assumed exercise of stock
options increased the weighted average number of common shares by 1 million and
2 million, respectively, for the three and nine months ended September 30, 1998.
NOTE 7. LONG-TERM DEBT
Long term debt is as follows (in millions):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
----------------- ------------------
(Unaudited)
<S> <C> <C>
Senior and senior subordinated notes, with an average rate of 7.6%,
Due 2002 to 2005, net of unamortized discount of $4 million.............. $ 1,321 $ 1,023
10.125% First Mortgage Notes due 2003...................................... 6 490
9% Senior Unsecured Notes due 2004......................................... - 135
Credit facilities.......................................................... 1,190 810
Capital leases and other................................................... 9 14
------------ ------------------
2,526 2,472
Less current maturities................................................. (5) (6)
------------ ------------------
Net long-term debt......................................................... $ 2,521 $ 2,466
------------ ------------------
------------ ------------------
</TABLE>
In November 1995, Grand sold $450 million aggregate principal amount of
10.125% First Mortgage Notes due 2003 ("First Mortgage Notes"). In connection
with the Grand merger, the Company made a tender offer for the First Mortgage
Notes and purchased approximately $444.5 million of the outstanding First
Mortgage Notes, which were subsequently cancelled. In January 1999, the Company
completed a covenant defeasance for approximately $6 million of remaining
outstanding First Mortgage Notes by placing into trust all future payments of
principal, interest and premium on the First Mortgage Notes to the first
optional redemption date on December 1, 1999.
In October 1997, Grand sold $115 million aggregate principal amount of 9.0%
Senior Unsecured Notes due 2004 ("Senior Notes"). On December 31, 1998, Grand
completed a covenant defeasance for the Senior Notes by placing into trust
approximately $135 million representing all future payments of principal,
interest and early redemption premium. The Senior Notes were redeemed on
February 1, 1999.
In December 1998, the Company entered into revolving credit facilities with
a syndicate of financial institutions. The revolving credit facilities at that
time provided for borrowings of up to $2.15 billion consisting of (i) a 364-day
senior unsecured revolving credit facility of up to $650 million and (ii) a
five-year senior unsecured revolving credit facility of up to $1.5 billion.
8
<PAGE>
In August 1999, the Company entered into a new $2.0 billion 364-day
revolving credit facility which replaced the prior $650 million 364-day
revolving credit facility. Up to $650 million of this facility can be drawn
before the closing of the Caesars World, Inc. acquisition (See Note 8), at
which point the entire $2.0 billion will be available subject to various
closing conditions. In addition to the new $2.0 billion 364-day facility, the
Company also entered into a new $1.0 billion 364-day revolving credit
facility which may be used only to provide funding for the Caesars World,
Inc. acquisition. Availability under the $1.0 billion facility will be
reduced by the proceeds of any public notes the Company may issue. Therefore,
the facility will be reduced by the net proceeds of the notes issued on
November 15, 1999 (see below).
The Company amended the five-year facility to increase the maximum total
debt to ebitda ratio (calculated using pro forma ebitda figures) to 5.25x for
the quarters ending December 31, 1999, March 31, 2000, and June 30, 2000. These
ratios are reduced to 4.75x after June 30, 2000 and 4.50x after December 31,
2000.
At September 30, 1999, $1.2 billion was outstanding on the Company's
five-year credit facility. No amounts were outstanding on the new $2.0 billion
364-day facility or the $1.0 billion 364-day facility. The Company had
approximately $955 million available on its credit facilities at September 30,
1999.
The Company has established a $1.0 billion commercial paper program. To the
extent that the Company incurs debt under this program, it must maintain an
equivalent amount of credit available under its credit facilities. The Company
has borrowed under the program for varying periods during 1999. At September 30,
1999, the Company had no amounts outstanding under the commercial paper program.
On August 2, 1999, the Company issued $300 million of Senior Notes due 2003
(the "Notes") in a private placement offering to institutional investors. The
Notes were subsequently exchanged for Notes registered under the Securities Act
of 1933, as amended. The Notes were issued with a coupon rate of 7.95%. The
Notes are unsecured and rank senior to the Company's subordinated indebtedness
and equally with the Company's other senior indebtedness. Proceeds from this
offering were used to reduce the Company's borrowings under the existing credit
facilities.
On November 15, 1999, the Company issued $400 million of 8.5% Senior Notes
due 2006 (the "8.5% Notes) under it's $1.0 billion shelf registration statement.
The 8.5% Notes are unsecured and rank senior to the Company's subordinated
indebtedness and equally with the Company's other senior indebtedness. Proceeds
from this offering will be used to reduce the Company's borrowings under the
existing credit facilities.
NOTE 8. CAESARS WORLD, INC. ACQUISITION
On April 27, 1999, the Company entered into a definitive agreement with
Starwood Hotels & Resorts Worldwide, Inc. and several of its subsidiaries to
acquire all of the outstanding stock of Caesars World, Inc. ("Caesars"), a
wholly owned subsidiary of Starwood, and all of their interests in several other
gaming entities for $3.0 billion in cash. The acquisition will be accounted for
as a purchase and accordingly, the purchase price will be allocated to the
assets and liabilities based on their estimated fair market values at the date
of acquisition. The transaction is expected to close following receipt of
regulatory approvals. To date, the Company has received regulatory approvals for
the Caesars acquisition from authorities in Nevada, New Jersey and Mississippi.
The Indiana Gaming Commission is still in the process of reviewing the
transaction.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Results of operations include Park Place Entertainment Corporation's (the
"Company") wholly owned subsidiaries and investments accounted for under the
equity method of accounting. The operations of the Company currently are
conducted under the Hilton, Flamingo, Bally, Conrad and Grand brands. The
Company operates thirteen U.S. casino hotels; seven are in Nevada, with four in
Las Vegas, two in Reno and one in Laughlin; two are in Atlantic City, New
Jersey; and four are in Mississippi, with two in Tunica County, one in Biloxi
and one in Gulfport. In addition, the Company has a 49.9% owned and managed
riverboat casino in New Orleans, two partially owned and managed casino hotels
in Australia, and a partially owned and managed casino hotel in Punta del Este,
Uruguay. On September 1, 1999, the Company opened the 2,900-room Paris Casino
Resort ("Paris") on the Las Vegas Strip. On December 31, 1998, the Company
completed its acquisition of the Mississippi gaming operations of Grand Casinos,
Inc. ("Grand"). As a result of the Grand merger, the Company now owns Grand
Casino Tunica, Grand Casino Gulfport and Grand Casino Biloxi (collectively the
"Grand Properties"). The results of operations for the Grand Properties are not
included in the Company's condensed consolidated statements of income for the
three and nine months ended September 30, 1998, as the merger was completed on
December 31, 1998.
The following discussion presents an analysis of the results of operations
of the Company for the three and nine months ended September 30, 1999 and 1998.
EBITDA (earnings before interest, taxes, depreciation, amortization, pre-opening
and non-cash items) is presented supplementally in the tables below and in the
discussion of operating results because management believes it allows for a more
complete analysis of results of operations. This information should not be
considered as an alternative to any measure of performance as promulgated under
generally accepted accounting principles (such as operating income or net
income), nor should it be considered as an indicator of the overall financial
performance of the Company. The Company's calculation of EBITDA may be different
from the calculation used by other companies and therefore comparability may be
limited. The Company's depreciation, amortization and pre-opening costs for the
three months ended September 30, 1999 and 1998 and the nine months ended
September 30, 1999 and 1998 totaled $113 million, $54 million, $265 million and
$166 million, respectively. The Company had no non-cash items for the periods
presented.
COMPARISON OF THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
A summary of the Company's consolidated revenue and earnings for the three
and nine months ended September 30, 1999 and 1998 is as follows (in millions):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------- ------------------------------
1999 1998 1999 1998
-------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Revenue $839 $591 $ 2,326 $ 1,740
Operating income 100 92 320 279
Net income 34 38 119 118
Basic earnings per share 0.11 0.15 0.39 0.45
Diluted earnings per share 0.11 0.15 0.39 0.45
Other operating data:
EBITDA $213 $146 $ 585 $ 445
</TABLE>
10
<PAGE>
The Company recorded net income of $34 million or diluted earnings per
share of $0.11 for the three months ended September 30, 1999, compared with net
income of $38 million or pro forma diluted earnings per share of $0.15 for the
three months ended September 30, 1998. Impacting results in the current year was
the Grand merger, which was effective December 31, 1998, the opening of Paris,
and the adoption of Statement of Position (SOP) 98-5 "Reporting on the Costs of
Start-Up Activities." SOP 98-5 requires that start-up costs or pre-opening costs
be expensed as incurred. The Company expensed $37 million of pre-opening costs
incurred during the three months ended September 30, 1999, related primarily to
the opening and development of Paris. For the nine months ended September 30,
1999, the Company recorded net income of $119 million or diluted earnings per
share of $0.39 compared with net income of $118 million or pro forma diluted
earnings per share of $0.45 in the prior year. The Grand merger and SOP 98-5
also impacted the year to date results. As required by SOP 98-5, the Company
recorded a cumulative effect of accounting change net of tax of $2 million for
pre-opening costs incurred and capitalized prior to January 1, 1999, and
expensed $47 million of pre-opening costs incurred during the nine months ended
September 30, 1999.
Consolidated revenues increased 42 percent to $839 million for the three
months ended September 30, 1999, from $591 million in 1998. For the nine
months ended September 30, 1999, consolidated revenues were $2.3 billion, an
increase of 34 percent when compared to the nine months ended September 30,
1998. This increase in revenues for the three and nine months ended September
30, 1999, was primarily a result of the Grand merger and the opening of
Paris. EBITDA increased 46 percent to $213 million for the three months ended
September 30, 1999, from $146 million in 1998. The Grand Properties
contributed $49 million of the increase in EBITDA. The Western Region was up
$18 million, the Eastern Region was up $2 million and the International
Region was up $2 million. For the nine months ended September 30, 1999,
EBITDA was $585 million an increase of 31 percent when compared to EBITDA of
$445 million in the prior year. The Grand Properties contributed $132 million
of the increase. The Western Region contributed $15 million and the Eastern
Region contributed $8 million to the increase, which was offset by a decrease
at the International properties of $6 million. See below for an analysis by
region.
WESTERN REGION
EBITDA for the Western Region was $82 million for the three months ended
September 30, 1999, an increase of 28 percent compared to $64 million for the
three months ended September 30, 1998. The increase in EBITDA was primarily
attributable to the opening of Paris, improved performance at the Las Vegas
Hilton and a strong quarter at the Reno Hilton. Occupancy for the Western Region
was 92 percent for the three months ended September 30, 1999, compared to 88
percent in the prior year period. The average room rate was $72 compared to $68
in the prior year period. For the nine months ended September 30, 1999, the
Western Region EBITDA increased $15 million to $249 million when compared to the
nine months ended September 30, 1998. Occupancy percentage was 89 percent
compared to 88 percent in the prior year, and average room rate was $76 for the
nine months ended September 30, 1999 compared to $74 in the prior year.
EBITDA at the Las Vegas Hilton increased 20 percent to $12 million for the
three months ended September 30, 1999. An increase in room revenues and an eight
percent increase in table game win contributed to the improved results. For the
nine months ended September 30, 1999, EBITDA decreased $3 million to $46
million.
11
<PAGE>
Results at the Las Vegas Hilton are more volatile than the Company's other
casinos because this property caters to the premium play segment of the market.
Future fluctuations in premium play volume and win percentage could result in
continued volatility of the results at this property. However, the Company
believes that its implementation of new casino marketing and entertainment
strategies has broadened the Las Vegas Hilton's domestic customer base and
increased non-premium play volume.
EBITDA at the Flamingo Hilton Las Vegas increased $1 million to $23 million
for the three months ended September 30, 1999. For the nine months ended
September 30, 1999, the Flamingo Hilton Las Vegas generated $84 million of
EBITDA compared to $77 million in 1998. The Flamingo Hilton Las Vegas continues
to demonstrate the power of its location and its appeal to its target market.
Casino revenue was the primary contributor to the year over year increase. The
increase in casino revenue was mainly attributable to a six percent increase in
slot win and a four percent increase in table game win.
Paris opened on schedule September 1, 1999. This property, which is located
adjacent to Bally's Las Vegas, features 2,900 rooms, an 85,000 square foot
casino, a 50-story replica of the Eiffel Tower, eight restaurants, five lounges,
130,000 square feet of convention space and a retail shopping complex with a
French influence. The combined Paris/Bally's properties generated EBITDA of $31
million in the third quarter of 1999, an increase of $11 million from the third
quarter in the prior year. The increase in EBITDA was primarily attributable to
Paris. For the nine months ended September 30, 1999, EBITDA was $76 million, an
increase of $9 million from the prior year.
Combined EBITDA from the Reno Hilton, the Flamingo Hilton Reno and the
Flamingo Hilton Laughlin was $16 million for the three months ended September
30, 1999, an increase of $4 million from the comparable 1998 quarter. For the
nine months ended September 30, 1999, the Reno Hilton, the Flamingo Hilton Reno
and the Flamingo Hilton Laughlin recorded EBITDA of $43 million, a five percent
increase when compared to the prior year.
The completion of a number of room expansion projects coupled with the
opening of new casino hotels has increased competition in all segments of the
Las Vegas market. Including Paris, four new mega-resorts have opened since
October 1998. The new capacity additions to the Las Vegas market could adversely
impact the Company's future operating results.
EASTERN REGION
EBITDA for the Eastern Region was $73 million for the three months ended
September 30, 1999, an increase of three percent when compared to $71 million
for the three months ended September 30, 1998. The increase is due in part to
the continued success of the Company's marketing efforts, which are driving
incremental visitation to the Company's properties in Atlantic City. Table game
drop and slot handle show increases over the third quarter of the prior year for
both of the Atlantic City properties. The average room rate increased to $102
from $95 and the occupancy percentage increased from 97 percent to 98 percent
for the three months ended September 30, 1999. For the nine months ended
September 30, 1999, the Eastern Region recorded EBITDA of $169 million, an
increase of $8 million over the prior year.
Bally's Park Place generated EBITDA of $55 million for the three months
ended September 30, 1999, an increase of six percent from last year's quarter of
$52 million. The increase was a result of increases in slot handle and table
game drop, offset by a decrease in the slot hold percentage. For the nine months
ended September 30, 1999, EBITDA increased $1 million to $131 million.
12
<PAGE>
For the three months ended September 30, 1999, the Atlantic City Hilton
reported EBITDA of $18 million, a decrease of $1 million from the third quarter
last year. The Atlantic City Hilton showed improvement in table game drop and
slot handle, however both showed lower hold percentages. For the nine months
ended September 30, 1999, EBITDA at the Atlantic City Hilton was $38 million, an
increase of $7 million over the prior year. The increase was a result of the
marketing programs, which are having a positive impact on occupancy and play at
the property.
Certain competitors have announced projects in the Atlantic City market,
including new properties and renovation projects which will add new capacity to
the market.
MID-SOUTH REGION
EBITDA for the Mid-South Region increased $49 million to $58 million for
the three months ended September 30, 1999, up from $9 million in 1998. The Grand
Properties contributed the entire $49 million increase. The Grand Properties
results are not included in the 1998 results because the merger occurred on
December 31, 1998. In the Mid-South Region, occupancy percentage and average
room rate for the three months ended September 30, 1999, were 89 percent and
$57, respectively. Combined EBITDA from Bally's Tunica and Bally's New Orleans
remained flat at $9 million for the three months ended September 30, 1999. For
the nine months ended September 30, 1999, EBITDA in the Mid-South Region
increased $135 million. The Grand Properties contributed $132 million of the
increase.
In Mississippi, the Company expanded its properties with the March 1999
opening of the Terrace Hotel at Grand Casino Tunica and the June 1999 opening of
the Oasis Resort and Spa at Grand Casino Gulfport.
Supply on the Gulf Coast has recently increased with the opening of a new
resort by a competitor. Currently the new supply into the market continues to
drive interest and visitation to the Company's two Gulf Coast properties. This
increase in supply could ultimately have an adverse impact on the operating
results of the Company's Gulf Coast properties.
INTERNATIONAL
On a combined basis, third quarter 1999 EBITDA from the Conrad properties
in Uruguay and Australia increased $2 million to $9 million. For the nine months
ended September 30, 1999, the International properties recorded EBITDA of $31
million, a decrease of 16 percent over the prior year. The decrease came
primarily in the first quarter of 1999 from the casino resort in Punta del Este,
Uruguay, which was impacted by the devaluation of the Brazilian Real, resulting
in lower levels of play from Brazilian customers. On a combined basis, for the
third quarter, the International properties reported an average daily rate of
$85, flat with the prior year, and an occupancy percentage of 58 percent, a
decrease of two percentage points over the prior year.
DEPRECIATION AND AMORTIZATION
Consolidated depreciation and amortization increased $22 million to $76
million for the three months ended September 30, 1999. For the nine months ended
September 30, 1999, depreciation and amortization increased $52 million to $218
million. The increase in depreciation and amortization for the three and nine
months ended September 30, 1999 was primarily attributable to the addition of
the Grand Properties and the opening of Paris.
13
<PAGE>
CORPORATE EXPENSE
Corporate expense increased $3 million to $9 million for the three months
ended September 30, 1999. For the nine months ended September 30, 1999,
corporate expense increased $11 million to $26 million. The increases are
attributable to the infrastructure put in place to operate and manage the
Company as a separate publicly traded entity.
INTEREST INCOME AND INTEREST EXPENSE
Interest and dividend income remained flat at $3 million in the third
quarter of 1999. Interest and dividend income for the nine months decreased $8
million when compared to the nine months ended September 30, 1998. The 1998
period includes interest income from the Company's investment in certain
mortgage notes that were sold in the second half of 1998. Consolidated interest
expense increased $14 million to $37 million for the three months ended
September 30, 1999. For the nine months ended September 30, 1999, consolidated
interest expense increased $29 million to $95 million. The increase in interest
expense for the quarter and nine months ended September 30, 1999 was due
primarily to an increase in long-term debt associated with the Grand merger,
offset by an increase in capitalized interest primarily due to the construction
of Paris. Capitalized interest for the three months ended September 30, 1999 and
1998 was $10 million and $7 million, respectively. For the nine months ended
September 30, 1999 and 1998 capitalized interest was $37 million and $16
million, respectively. Capitalized interest is expected to decline significantly
with the opening of Paris.
INCOME TAXES
The effective income tax rate for the three and nine months ended September
30, 1999 was 44 percent and 45 percent, respectively. For the three and nine
months ended September 30, 1998, the effective income tax rate was 45 percent
and 46 percent, respectively. The Company's effective income tax rate is
determined by the level and composition of pretax income subject to varying
foreign, state and local taxes and exceeds the Federal statutory rate due
primarily to non-deductible amortization of goodwill.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
As of September 30, 1999, the Company had cash and cash equivalents of
$215 million. Cash provided by operating activities for the nine months ended
September 30, 1999 was $413 million. In addition, the Company had
availability under its credit facilities of $955 million at September 30,
1999. The Company expects to finance its current operations and capital
expenditures through cash flow from operations, existing cash balances,
commercial paper borrowings, and borrowings under its credit facilities.
INVESTING ACTIVITIES
For the nine months ended September 30, 1999, net cash used in investing
activities was $540 million, of which $532 million related to capital
expenditures for normal maintenance as well as major construction projects.
Major construction projects primarily consist of Paris, the Terrace Hotel at
Grand Casino Tunica and the Oasis Resort and Spa at Grand Casino Gulfport.
14
<PAGE>
FINANCING ACTIVITIES
In December 1998, the Company entered into revolving credit facilities with
a syndicate of financial institutions. The revolving credit facilities at that
time provided for borrowings of up to $2.15 billion consisting of (i) a 364-day
senior unsecured revolving credit facility of up to $650 million and (ii) a
five-year senior unsecured revolving credit facility of up to $1.5 billion.
In the first quarter of 1999, the Company borrowed approximately $600
million on its credit facilities in order to settle the tender offer for the
10.125% Grand First Mortgage Notes and to redeem the 9.0% Grand Senior Unsecured
Notes.
On April 27, 1999, the Company entered into a definitive agreement with
Starwood Hotels & Resorts Worldwide, Inc. and several of its subsidiaries to
acquire all of the outstanding stock of Caesars World, Inc. ("Caesars"), a
wholly owned subsidiary of Starwood, and all of their interests in several other
gaming entities for $3.0 billion in cash. The transaction is expected to close
following receipt of regulatory approvals. To date, the Company has received
regulatory approvals for the Caesars acquisition from authorities in Nevada, New
Jersey and Mississippi. The Indiana Gaming Commission is still in the process of
reviewing the transaction.
In connection with the financing of the Caesars transaction, in August
1999, the Company entered into a new $2.0 billion 364-day revolving credit
facility which replaced the prior $650 million 364-day revolving credit
facility. Up to $650 million of this facility can be drawn before the closing
of the Caesars acquisition, at which point the entire $2.0 billion will be
available subject to various closing conditions. In addition to the new $2.0
billion 364-day facility, the Company also entered into a new $1.0 billion
364-day revolving credit facility which may be used only to provide funding
for the Caesars acquisition. Availability under the $1.0 billion facility
will be reduced by the proceeds of any public notes the Company may issue.
Therefore, the facility will be reduced by the net proceeds of the notes
issued on November 15, 1999 (see below).
In connection with the Caesars acquisition, the Company amended its
five-year facility to increase the maximum total debt to ebitda ratio
(calculated using pro forma ebitda figures) to 5.25x for the quarters ending
December 31, 1999, March 31, 2000, and June 30, 2000. These ratios are reduced
to 4.75x after June 30, 2000 and 4.50x after December 31, 2000.
At September 30, 1999, $1.2 billion was outstanding on the Company's
five-year credit facility. No amounts were outstanding on the new $2.0 billion
364-day facility or the $1.0 billion 364-day facility. The company had
approximately $955 million available on its credit facilities at September 30,
1999.
On August 2, 1999, the Company issued $300 million of Senior Notes due 2003
(the "Notes") in a private placement offering to institutional investors. The
Notes were subsequently exchanged for Notes registered under the Securities Act
of 1933, as amended. The Notes were issued with a coupon rate of 7.95%. The
Notes are unsecured and rank senior to the Company's subordinated indebtedness
and equally with the Company's other senior indebtedness. Proceeds from this
offering were used to reduce the Company's borrowings under the existing credit
facilities.
In January 1999, the Company filed a shelf registration statement (the
"Shelf") with the Securities and Exchange Commission registering up to $1.0
billion in debt or equity securities. The terms of any securities offered
pursuant to the Shelf will be determined by market conditions at the time of
issuance.
15
<PAGE>
On November 15, 1999, the Company issued $400 million of 8.5% Senior Notes
due 2006 (the "8.5% Notes") under the Shelf. The 8.5% Notes are unsecured and
rank senior to the Company's subordinated indebtedness and equally with the
Company's other senior indebtedness. Proceeds from this offering will be used to
reduce the Company's borrowings under the existing credit facilities.
In March 1999, the Company's Board of Directors approved a common stock
repurchase program to acquire up to eight million shares of the Company's common
stock. During the nine months ended September 30, 1999, the Company repurchased
approximately 1.7 million shares of its common stock.
The Company has established a $1.0 billion commercial paper program. To the
extent that the Company incurs debt under this program, it must maintain an
equivalent amount of credit available under its credit facilities. The Company
has borrowed under the program for varying periods during 1999. At September 30,
1999, the Company had no amounts outstanding under the commercial paper program.
STRATEGY
As exemplified by the acquisition of Bally Entertainment Corporation in
1996, Grand Casinos, Inc. in 1998, the opening of Paris on September 1, 1999,
and the anticipated purchase of Caesars World, Inc. and its related assets, the
Company is interested in expanding its business through the acquisition of
quality gaming assets and selective new development. Management believes it is
well-positioned to, and may from time to time, pursue additional strategic
acquisitions, dispositions or alliances which it believes to be financially
beneficial to the Company and its long term interests.
OTHER MATTERS
YEAR 2000
We are currently working to resolve the potential impact of the Year 2000
on the processing of date-sensitive information by our computerized information
systems. The Year 2000 problem is the result of computer programs being written
using two digits, rather than four, to define the applicable year. Any of our
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the Year 2000, which could result in miscalculations
or system failures.
We have a Year 2000 program, the objective of which is to determine and
assess the risks of the Year 2000 issue, and plan and institute mitigating
actions to minimize those risks. Our standard for compliance requires that for a
computer system or business process to be Year 2000 compliant, it must be
designed to operate without error in dates and date-related data prior to, on
and after January 1, 2000. We expect to be fully Year 2000 compliant with
respect to all significant business systems prior to December 31, 1999. We have
undertaken significant efforts, which have resulted in near completion of
systems testing, as well as near completion of remedial work identified. Our
various project teams are focusing their attention in the following major areas:
INFORMATION TECHNOLOGY (IT). Information Technology systems account for
much of the Year 2000 work and include all computer systems and technology
managed by us. We have assessed these core systems, testing is substantially
completed and most required changes have been implemented. We have not
identified any significant remediation. We have contacted the appropriate
vendors and suppliers regarding their Year 2000 compliance and their
deliverables have been factored into our plans.
16
<PAGE>
NON-IT SYSTEMS. We are nearing completion on an inventory of all property
level non-IT systems including elevators, electronic door locks, gaming devices.
We have assessed the majority of these non-IT systems, testing is substantially
completed and most required changes have been implemented. We have contacted the
appropriate vendors and suppliers regarding their Year 2000 compliance and their
deliverables have been factored into our plans.
SUPPLIERS. We are communicating with our significant suppliers to
understand their Year 2000 issues and how they might prepare themselves to
manage those issues as they relate to us. To date, no significant supplier has
informed us that a material Year 2000 issue exists which will have a material
effect on us.
During the remaining quarter of 1999, we will continually review our
progress against our Year 2000 plans and determine whether any additional
contingency plans are appropriate to reduce our exposure to Year 2000 related
issues. Based on our current assessment, we expect the costs of addressing
potential problems to be less than $4 million. However, if we are unable to
resolve a Year 2000 issue, we have contingency plans in place to update existing
systems, which we expect to cost an additional $2 million. If our customers or
vendors identify significant Year 2000 issues in the future and are unable to
resolve such issues in a timely manner, it could result in a material financial
risk. Accordingly, we have been devoting substantial resources to resolve all
significant Year 2000 issues in a timely manner and we intend to continue to do
so.
FORWARD-LOOKING STATEMENTS
Forward-looking statements in this report, including without limitation,
those set forth under the captions "Results of Operations," "Liquidity and
Capital Resources," "Strategy" and "Other Matters," and statements relating to
the Company's plans, strategies, objectives, expectations, intentions and
adequacy of resources, are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The words "believes,"
"anticipates," "expects," "intends," "interested in," "plans," "continues,"
"projects" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements reflect the Company's current views
with respect to future events and financial performance, and are subject to
certain risks and uncertainties, including those identified above under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," other factors described previously in the Company's reports filed
with the SEC, and (i) the effect of economic conditions, (ii) the impact of
competition, (iii) customer demand, which could cause actual results to differ
materially from historical results or those anticipated, (iv) regulatory,
licensing, and other governmental approvals, (v) access to available and
reasonable financing, (vi) political uncertainties, including legislative
action, referendum, and taxation, (vii) litigation and judicial actions, (viii)
third party consents and approvals, and (ix) construction issues, including
environmental restrictions, weather, soil conditions, building permits and
zoning approvals. Although the Company believes the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, it can
give no assurance that any of its expectations will be attained in light of
these risks and uncertainties.
17
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a discussion of certain material litigation to which the Company and
its subsidiaries are a party, see the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, and the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1999 and June 30, 1999.
BELLE OF ORLEANS
Our wholly owned subsidiary, Bally's Louisiana, Inc. owns 49.9% of the
Belle of Orleans, L.L.C. ("Belle"), a limited liability company which owns and
holds the riverboat gaming license to operate Bally's Casino Lakeshore Resort.
Metro Riverboat Associates, Inc. ("Metro") owns the remaining 50.1% interest in
Belle. The parties entered into certain operating and management agreements
defining their relationships and the operation and governance of the riverboat
casino. The parties are currently involved in numerous lawsuits and
administrative disputes regarding their rights and obligations under those
agreements, which proceedings have been described in previous Company filings.
On August 13, 1999, Metro filed suit against Bally's Louisiana in the Civil
District Court for the Parish of Orleans seeking a writ of quo warranto to
require Bally's Louisiana to show by what authority it manages the riverboat
casino. Metro claimed that the assignments from previous Bally's entities to
Bally's Louisiana were invalid. On August 31, 1999, the court rendered judgment
in Bally's Louisiana's favor dismissing Metro's suit in its entirety. Metro has
filed a motion for a new trial.
By order dated March 16, 1999 and revised on June 15, 1999, the Louisiana
Gaming Control Board directed that the 12.25% management fee paid to Bally's
Louisiana and the net profits, if any, from the gaming revenues of the Belle be
placed into escrow, subject to disbursement upon approvals by the Louisiana
Gaming Control Board or the Louisiana State Police. On August 24, 1999 the
Nineteenth Judicial District Court for the Parish of East Baton Rouge set aside
the Gaming Board's orders, declaring them of no further force or effect and
permanently enjoining their enforcement. On September 15, 1999 Metro filed an
appeal in the Louisiana First Circuit Court of Appeal.
On June 14, 1999 the Louisiana Gaming Control Board issued a Notice of
Violation against Belle of Orleans, L.L.C. to determine whether the assignment
of the management agreement to Bally's Louisiana in January 1995 violated gaming
statutes or regulations. Following a hearing on the matter, the administrative
hearing officer on September 20, 1999 dismissed the Notice of Violation,
determining that no statutes or regulations had been violated in the assignment
of the management agreement. The Louisiana State Police has appealed the
administrative ruling. Metro has also filed appeal documents purportedly on
behalf of Belle.
GRAND CASINOS
Grand Casinos, Inc. ("Grand") and its subsidiaries are parties to various
lawsuits arising out of actions prior to Grand's merger with Park Place. Any
liabilities with respect thereto are an obligation of Park Place. Grand is to be
indemnified by Lakes Gaming, Inc. (the company that retained the non-Mississippi
business of Grand prior to the merger) for certain liabilities. If Lakes is
unable to satisfy its indemnification obligations, Grand will be responsible for
any liabilities, which could have a material adverse effect on Park Place.
18
<PAGE>
As security to support Lakes' indemnification obligations to Grand, Lakes
has agreed to irrevocably deposit, in trust for the benefit of Grand, an
aggregate of $30 million. The trust will be funded with four annual deposits of
$7.5 million each during each of the four years commencing December 31, 1999.
STRATOSPHERE SECURITIES LITIGATION
Grand and certain persons who have been indemnified by Grand, including
certain former and current Grand officers and directors, are defendants in legal
actions filed on August 16, 1996 in the District Court, Clark County, Nevada and
on August 5, 1996 in the United States District Court, District of Nevada. These
actions arise out of Grand's involvement in the Stratosphere Tower, Casino and
Hotel project in Las Vegas, Nevada. Grand was a dominant shareholder of
Stratosphere. The state court action has been stayed pending resolution of the
federal court action.
The plaintiffs in the actions, who are present or former shareholders of
Stratosphere Corporation, seek to pursue the actions as class actions. The
complaints generally allege that the defendants concealed material information
and made false positive statements about the Stratosphere, which caused the
value of the Stratosphere stock to be inflated. In April 1998, a motion to
dismiss submitted by Grand was partially granted. The plaintiffs are pursuing
the claims that survived the motion to dismiss.
By order dated October 4, 1999, the court granted in part and denied in
part a motion for summary judgment filed by Grand and the Grand-related
defendants. Many of the plaintiff's claims were dismissed by the court, which
left surviving the issue of whether material cost overruns had been adequately
disclosed in public filings.
OTHER LITIGATION
Park Place is involved in various other inquiries, administrative
proceedings, and litigation relating to contracts and other matters arising in
the normal course of business. While any proceeding or litigation has an element
of uncertainty, management currently believes that the final outcome of these
matters are not likely to have a material adverse effect upon the Company's
consolidated financial position or its results of operations.
19
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
4 None
The Company will furnish the Commission, upon its
request, copies of all agreements relating to our
long-term debt which does not exceed 10 percent of the
total assets of the Company.
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
On July 20, 1999, the Company filed a Form 8-K dated July 20, 1999. The
Company reported under "Item 5" the filing of audited financial statements of
Starwood Hotels and Resorts Worldwide, Inc. Gaming Operations to be Sold to Park
Place Entertainment Corporation. The Company also filed unaudited pro forma
financial statements which give effect to the registrant's proposed acquisition
of Caesars World, Inc.
On July 29, 1999, the Company filed a Form 8-K dated July 28, 1999. The
Company reported under "Item 5" that it had priced a private placement offering
of $300 million in aggregate principal amount of Senior Notes to be sold to
qualified institutional buyers.
On September 20, 1999 the Company filed a Form 8-K dated August 31, 1999.
The Company reported under "Item 5" that it entered into a $2.0 billion
revolving credit facility to replace its existing $650 million 364-day facility.
In addition to the new $2.0 billion 364-day facility, the registrant entered
into a $1.0 billion 364-day facility which may only be drawn to provide funding
for the Caesars acquisition.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
PARK PLACE ENTERTAINMENT CORPORATION
(Registrant)
Date: November 15, 1999
/s/ Scott A. LaPorta
- ---------------------------------
Scott A. LaPorta
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
21
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<PAGE>
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