BALLYS PARK PLACE INC
10-Q, 1994-11-14
MISCELLANEOUS AMUSEMENT & RECREATION
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  <PAGE>
                               FORM 10-Q
 
                   SECURITIES AND EXCHANGE COMMISSION
 
                         Washington, D.C. 20549
 
 
 (Mark One)
 
 {X} Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 for the period ended September 30, 1994.
 
                                   OR
 
 { } Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934.
 
                   Commission file number:    1-8540
 
                        BALLY'S PARK PLACE, INC.
         (Exact name of registrant as specified in its charter)
 
               Delaware                                  36-3432384
     (State or other jurisdiction                     (I.R.S. Employer
          of incorporation or                        Identification No.)
             organization)
 
        Park Place & The Boardwalk
         Atlantic City, New Jersey                         08401
 (Address of principal executive offices)                (Zip Code)
 
 Registrant's telephone number, including area code:  (609) 340-2000
 
 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   
 
 
 At November 1, 1994, all 100 outstanding shares of the registrant's common
 stock were held by Bally's Casino Holdings, Inc.
 
 The registrant meets the conditions set forth in General Instruction H (1)
 (a) and (b) of Form 10-Q and, therefore, has presented its information
 following the reduced disclosure format.
 
  <PAGE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
           FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994
      
                  
                                 INDEX
  
                                                                         Page
                                                                        Number
 
 PART I.   FINANCIAL INFORMATION:
 
 
   Item 1.  Financial Statements
 
        Condensed Consolidated Balance Sheet (Unaudited)
           September 30, 1994 and December 31, 1993. . . . . . . .      1
 
        Consolidated Statement of Operations (Unaudited)
           Nine Months Ended September 30, 1994 and 1993 . . . . .      2
 
        Consolidated Statement of Operations (Unaudited)
           Three Months Ended September 30, 1994 and 1993. . . . .      3
 
        Consolidated Statement of Stockholder's Equity (Unaudited)
           Nine Months Ended September 30, 1994. . . . . . . . . .      4
 
        Consolidated Statement of Cash Flows (Unaudited)
           Nine Months Ended September 30, 1994 and 1993 . . . . .      5
 
        Notes to Condensed Consolidated Financial
           Statements (Unaudited). . . . . . . . . . . . . . . . .      7
 
 
   Item 2.  Management's Discussion and Analysis of Results of 
              Operations . . . . . . . . . . . . . . . . . . . . .     11
 
 
 PART II.  OTHER INFORMATION:
  
 
   Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . .     13
 
       
 SIGNATURE PAGE. . . . . . . . . . . . . . . . . . . . . . . . . .     14
 
 
  <PAGE>
<TABLE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                  CONDENSED CONSOLIDATED BALANCE SHEET
                             (In thousands)
                              (Unaudited)
 <CAPTION>
                                                 September 30,    December 31,
                                                   1994            1993   
                                                 -------------   -------------
                  ASSETS
 <S>                                               <C>             <C>
 Current assets:
   Cash and equivalents.......................     $ 15,672        $ 12,295
   Receivables, less allowance for doubtful
     accounts of $1,300 and $1,265............        5,577           5,988
   Income taxes receivable....................        5,587             ---
   Inventories................................        2,278           1,834
   Deferred income taxes......................        7,434           6,161
   Other current assets.......................        1,858           1,025
                                                   --------        --------
       Total current assets...................       38,406          27,303
 
 Property and equipment, less accumulated
   depreciation of $303,615 and $284,691......      479,069         486,498
 Deferred finance costs, less accumulated
   amortization of $870 and $7,388............       14,028           7,502
 Casino Reinvestment Development Authority
   investments................................       11,253          11,314
 Other assets ................................        1,220           1,236
                                                   --------        --------
                                                   $543,976        $533,853
                                                   ========        ========
 
     LIABILITIES AND STOCKHOLDER'S EQUITY
 
 Current liabilities:
   Accounts payable...........................     $  3,419        $  5,423
   Income taxes payable.......................          ---           5,562
   Accrued liabilities........................       27,769          40,997
   Current maturities of long-term debt.......           44              44
                                                   --------        --------
       Total current liabilities..............       31,232          52,026
 
 Long-term debt, less current maturities......      427,690         354,727
 Deferred income taxes........................       42,695          31,760
 Pension liability............................        8,898           9,089
 Other long-term liabilities..................        1,137           1,071
 
 Stockholder's equity.........................       32,324          85,180
                                                   --------        --------
                                                   $543,976        $533,853
                                                   ========        ========
 <FN>
 See accompanying notes.
 </TABLE>
  <PAGE>
<TABLE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                  CONSOLIDATED STATEMENT OF OPERATIONS
                             (In thousands)
                              (Unaudited)
 <CAPTION>
                                            Nine Months Ended September 30,
                                            -------------------------------
                                                 1994             1993    
                                               --------         --------    
 <S>                                           <C>              <C>
 Revenues:
   Casino...................................   $241,448         $225,951
   Rooms....................................     19,408           18,948
   Food and beverage........................     15,538           15,683
   Other....................................      7,592            6,540
                                               --------         --------
                                                283,986          267,122
 
 Operating costs and expenses:
   Casino...................................     96,431           87,555
   Rooms....................................      8,116            7,332
   Food and beverage........................     14,213           14,273
   Other operating expenses.................     42,264           39,541
   Selling, general and administrative......     25,184           24,097
   Depreciation and amortization............     23,450           19,928
   Allocations from Bally Entertainment
     Corporation............................      3,807            3,024
                                               --------         --------
                                                213,465          195,750
                                               --------         --------
 
 Operating income...........................     70,521           71,372
 Interest expense...........................     31,547           33,891
                                               --------         --------
 
 Income before income taxes, extraordinary 
   item and cumulative effect on prior 
   years of change in accounting for 
   income taxes.............................     38,974           37,481
 Provision for income taxes.................     15,500           16,098
                                               --------         --------
 
 Income before extraordinary item and 
   cumulative effect on prior years of
   change in accounting for income taxes....     23,474           21,383
 Extraordinary loss on extinguishment of
   debt.....................................    (20,735)             --- 
 Cumulative effect on prior years of change
   in accounting for income taxes...........        ---          (11,377)
                                               --------         --------
 Net income.................................   $  2,739         $ 10,006 
                                               ========         ========
 
 <FN>
 See accompanying notes.
 </TABLE>
 
  <PAGE>
<TABLE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                  CONSOLIDATED STATEMENT OF OPERATIONS
                             (In thousands)
                              (Unaudited)
 <CAPTION>
                                           Three Months Ended September 30,
                                           --------------------------------
                                                  1994           1993   
                                                --------       --------     
 <S>                                            <C>            <C>
 Revenues:
   Casino..................................     $ 94,832       $ 84,733
   Rooms...................................        8,154          8,332
   Food and beverage.......................        5,922          5,933
   Other...................................        2,642          2,524
                                                --------       --------
                                                 111,550        101,522
 
 Operating costs and expenses:
   Casino..................................       35,219         31,503
   Rooms...................................        2,924          2,964
   Food and beverage.......................        5,349          5,300
   Other operating expenses................       14,808         13,623
   Selling, general and administrative.....        8,776          8,258
   Depreciation and amortization...........        8,032          6,707
   Allocations from Bally Entertainment
     Corporation...........................        2,240          1,155
                                                --------       --------
                                                  77,348         69,510
                                                --------       --------
  
 Operating income..........................       34,202         32,012
 Interest expense..........................       10,269         11,114
                                                --------       --------
 
 Income before income taxes................       23,933         20,898
 Provision for income taxes................        9,400          9,498
                                                --------       --------
 Net income................................     $ 14,533       $ 11,400 
                                                ========       ========
 
 <FN>
 See accompanying notes.
 </TABLE>
 
 
 
 
  <PAGE>
<TABLE>
                                        BALLY'S PARK PLACE, INC.
                      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                             CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                    (In thousands, except share data)
                                               (Unaudited)


<CAPTION>
                                        Number                  Additional               Total
                                        of shares    Common     paid in      Retained    stockholder's
                                        issued       stock      capital      earnings    equity
                                        ---------    -------    ----------   ---------   -------------
<S>                                         <C>       <C>        <C>         <C>          <C> 
Balance at December 31, 1993 . . . . .      100       $   1      $ 85,179    $    ---     $ 85,180

    Net income . . . . . . . . . . . .       --          --            --       2,739        2,739 
    Dividends paid . . . . . . . . . .       --          --       (52,856)     (2,739)     (55,595)
                                          -----       -----      --------    --------     --------
Balance at September 30, 1994. . . . .      100       $   1      $ 32,323    $    ---     $ 32,324
                                          =====       =====      ========    ========     ========
  
<FN>
See accompanying notes.
/TABLE
<PAGE>
 <TABLE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                             (In thousands)
                               (Unaudited)
 <CAPTION>
                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1994           1993    
                                                 --------       --------   
 <S>                                             <C>            <C>
 Operating:
   Income before extraordinary item and
     cumulative effect on prior years of 
     change in accounting for income taxes...    $ 23,474       $ 21,383
   Adjustments to reconcile to cash provided- 
     Depreciation and amortization...........      23,450         19,928
     Amortization included in interest 
       expense...............................       1,192          1,284
     Deferred income taxes...................       9,662          7,988
     Change in operating assets and
       liabilities...........................     (13,317)       (19,982)
     Other...................................          98            (90)
                                                 --------       --------
         Cash provided by operating 
           activities........................      44,559         30,511 
 Investing:
   Purchases of property and equipment.......     (15,523)        (8,270)
   Proceeds from disposal of property and
     equipment...............................         559            406
   Purchase of Casino Reinvestment 
     Development Authority investments and
     credits.................................        (996)        (1,322)
                                                 --------       --------
         Cash used in investing activities...     (15,960)        (9,186)
 Financing:
   Debt transactions-
     Decrease in revolving line of credit,
       net...................................      (2,000)        (3,000)
     Repayments to affiliate, net............         ---         (9,000)
     Proceeds from issuance of long-term 
       debt..................................     425,000            ---
     Repayments of long-term debt............    (350,037)        (1,036)
     Premium paid on early retirement of
       debt..................................     (27,692)           ---
     Debt issuance costs.....................     (14,898)           --- 
                                                 --------      ---------
         Cash provided by (used in) debt 
           transactions......................      30,373        (13,036)
   Equity transactions-
     Dividends paid to Bally's Casino 
       Holdings, Inc.........................     (55,595)       (11,000)
                                                 --------       --------
         Cash used in financing activities...     (25,222)       (24,036)
                                                 --------       --------
 Increase (decrease) in cash and equivalents.       3,377         (2,711)
 Cash and equivalents, beginning of period...      12,295         12,275
                                                 --------       --------
 Cash and equivalents, end of period.........    $ 15,672       $  9,564
                                                 ========       ========
 <FN>
                               (continued)
  /TABLE
<PAGE>
<TABLE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                             (In thousands)
                               (Unaudited)
 <CAPTION>
                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   1994           1993  
                                                 --------       -------- 
 <S>                                             <C>            <C>
 SUPPLEMENTAL CASH FLOWS INFORMATION
 
   Changes in operating assets and 
     liabilities were as follows:
       Decrease in receivables..............     $    313       $    309 
       Increase in income taxes receivable..       (5,587)           ---
       (Increase) decrease in inventories...         (444)           300 
       (Increase) decrease in other current
         assets and other assets............         (817)         3,111
       Decrease in accounts payable and 
         accrued liabilities................      (15,232)       (10,538)
       Increase in income taxes payable.....        8,575          2,223  
       Decrease in pension liability and
         deferred compensation..............         (191)       (15,469) 
       Increase in other long-term
         liabilities........................           66             82  
                                                 --------       --------
                                                 $(13,317)      $(19,982)
                                                 ========       ========
 
 
   Operating activities include cash
     payments for interest and income 
     taxes as follows:
       Interest paid........................     $ 44,542       $ 43,100
       Income taxes paid (net of refunds)...        2,850          5,887
 
 
 <FN>
 See accompanying notes.
 </TABLE>
  <PAGE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (In thousands)
                               (Unaudited)
 
 
 Basis of presentation
 
     The accompanying condensed consolidated financial statements include the
 accounts of Bally's Park Place, Inc., a Delaware corporation (the "Company")
 and its subsidiaries.  The Company was a direct wholly owned subsidiary of
 Bally Entertainment Corporation ("BEC") until June 16, 1993, when BEC
 contributed all of the capital stock of the Company to Bally's Casino
 Holdings, Inc. ("Casino Holdings").  Casino Holdings was formed as a
 subsidiary of BEC in April 1993 to serve as a holding company for the Company
 and for acquiring and developing gaming operations, including those in newly
 emerging gaming jurisdictions.  Unless otherwise specified in the text,
 references to the Company include the Company and its subsidiaries.  The
 accompanying condensed consolidated financial statements should be read in
 conjunction with the consolidated financial statements included in the
 Company's Annual Report on Form 10-K for the year ended December 31, 1993.
 
     All adjustments have been recorded which are, in the opinion of
 management, necessary for a fair presentation of the condensed consolidated
 balance sheet of the Company at September 30, 1994, its consolidated
 statements of operations for the three and nine months ended September 30,
 1994 and 1993, its consolidated statement of stockholder's equity for the nine
 months ended September 30, 1994, and its consolidated statement of cash flows
 for the nine months ended September 30, 1994 and 1993.  All such adjustments
 were of a normal recurring nature, except for those adjustments in 1994 to
 reflect the refinancing of indebtedness (see "Long-term debt") and in 1993 to
 apply the provisions of Statement of Financial Accounting Standards ("SFAS")
 No. 109, "Accounting for Income Taxes" (see "Income taxes").
 
     Certain reclassifications have been made to prior period financial
 statements to conform with the 1994 presentation.
 
 
 Seasonal factors
 
     The Company's operations are subject to seasonal factors and, therefore,
 the results of operations for the three and nine months ended September 30,
 1994 and 1993 are not necessarily indicative of the results of operations for
 the full year.
 
 
 Allocations from BEC and transactions with related parties
 
      During the three and nine months ended September 30, 1994 and 1993, BEC
 allocated costs to the Company consisting of the Company's allocable share of
 BEC's corporate overhead including executive salaries and benefits, public
 company reporting costs and other corporate headquarters' costs.  While the
 Company does not obtain a measurable direct benefit from these allocated
 costs, management believes that the Company receives an indirect benefit from
 BEC's oversight.  BEC's method for allocating costs is designed to apportion
 the majority of its costs to its subsidiaries and is generally based upon many
 subjective factors including various measures of operational size and extent
 of BEC's oversight requirements.  During the third quarter of 1994, BEC
 refined its allocation estimates retroactive to January 1, 1994, which
 resulted in an increase of the amount initially allocated by BEC during the
 first half of 1994.  Management of BEC believes that the methods used to
 allocate these costs are reasonable and expects similar allocations in future
 years.  Because of BEC's controlling relationship with the Company and the
 allocation of certain BEC costs, the operating results of the Company could
 be significantly different if the Company operated autonomously.  
 
     Certain executive officers of the Company function in a similar capacity
 for GNAC, CORP. (a wholly owned subsidiary of BEC which owns and operates the
 casino resort in Atlantic City known as "The Grand"), and exercise decision
 making and operational authority over both entities.  No allocation of cost
 is made from the Company to The Grand for these executive officers as
 management deems the direct allocable cost to be immaterial.  In addition,
 certain administrative and support operations of the Company and The Grand are
 consolidated, including legal services, purchasing, limousine services and
 certain aspects of human resources.  Costs of these operations are allocated
 to or from the Company either directly or using various formulas based on
 estimates of utilization of such services.  On a net basis, allocations from
 the Company were $33 and $108 for the three months ended September 30, 1994
 and 1993, respectively, and $126 and $996 for the nine months ended September
 30, 1994 and 1993, respectively.  The Company also leases surface area parking
 lots to The Grand, and rental income was $174 and $522 for each of the three
 and nine months ended September 30, 1994 and 1993, respectively.
 
     The Company and The Grand have a cash management arrangement whereby The
 Grand has advanced excess funds to the Company which the Company used to
 reduce the outstanding balance under its revolving credit agreement.  The
 Company paid interest monthly on these advances (at the prime rate of its
 agent bank) which totalled $75 and $431 for the three and nine months ended
 September 30, 1993, respectively.  No amounts were advanced during the nine
 months ended September 30, 1994.
 
 
 Executive Retirement and Separation Agreement
 
     On January 8, 1993, the Company and BEC entered into a Retirement and
 Separation Agreement with a former executive of the Company and BEC.  The
 Company paid this executive $14,500 on such date in full settlement of the
 remaining amounts due under his employment contract and for the liability
 under a previous settlement of his supplemental executive retirement plan, 
 which resulted in a gain of approximately $1,500 for the nine months ended
 September 30, 1993.
 
 
 Long-term debt
 
      On March 8, 1994, the Company issued $425,000 principal amount of 9 1/4%
 First Mortgage Notes due 2004 (the "9 1/4% Notes").  The Company used the net
 proceeds from the sale of the 9 1/4% Notes to purchase and retire certain of
 its 11 7/8% First Mortgage Notes due 1999 (the "11 7/8% Notes"), defease the
 remaining 11 7/8% Notes at a price of 104.45% of their principal amount plus
 accrued interest through the redemption date, thereby satisfying all
 obligations thereunder, and pay a $30,000 dividend to Casino Holdings.  In
 addition, a $595 dividend was paid in February 1994, which was the amount
 available at December 31, 1993 under the indenture for the 11 7/8% Notes.  The
 retirement and defeasance of the 11 7/8% Notes resulted in an extraordinary
 loss of $20,735, net of an income tax benefit of $14,137.  In connection with
 the sale of the 9 1/4% Notes, the Company terminated its former credit
 facility and entered into an agreement for a new $50,000 revolving credit
 facility which expires on December 31, 1996, at which time all amounts
 outstanding become due.  The new credit facility provides for interest on
 borrowings payable, at the Company's option, at the agent bank's prime rate
 or the LIBOR rate plus 2%, each of which increases as the balance outstanding
 increases.  The Company pays a fee of 1/2% on the unused commitment.  The
 entire credit line was available at September 30, 1994.
 
      The indenture for the 9 1/4% Notes and the new credit facility impose
 restrictions on the Company's ability to incur debt and issue preferred stock,
 make acquisitions and certain restricted payments, create liens, sell assets
 or enter into transactions with affiliates.  The new credit facility is, in
 certain circumstances, more restrictive than the indenture for the 9 1/4%
 Notes.  In connection with the sale of the 9 1/4% Notes, the Casino Control
 Commission (the "CCC") requires, among other things, that dividends paid by
 the Company to Casino Holdings which are not paid pursuant to a net income
 test (generally limited to 50% of aggregate consolidated net income, as
 defined, earned since April 1, 1994) receive prior approval from the CCC.  The
 indenture for the 9 1/4% Notes limits these dividends to $50,000 in the
 aggregate, of which $25,000 was paid in August 1994.  At September 30, 1994,
 $12,253 was available to pay dividends under the net income test.
 
 
 Income taxes
 
     Taxable income or loss of the Company is included in the consolidated
 federal income tax return of BEC.  Under agreements between the Company, BEC
 and Casino Holdings, income taxes are allocated to the Company based on
 amounts the Company would pay or receive if it filed a separate consolidated
 federal income tax return,  except that the Company receives credit from BEC
 for the tax benefit of the Company's net operating losses and tax credits, if
 any, that can be utilized in BEC's consolidated federal income tax return,
 regardless of whether these losses or credits could be utilized by the Company
 on a separate consolidated federal income tax return basis.  Payments to BEC
 are due at such time and in such amounts as payments are required to be made
 for income tax purposes.  Payments by BEC for such tax benefits are due at the
 time BEC files the applicable consolidated federal income tax return.  Under
 the tax sharing agreement, the Company had income taxes receivable from BEC
 of $5,312 at September 30, 1994 and income taxes payable to BEC of $5,013 at
 December 31, 1993, which are included in income taxes receivable and income
 taxes payable, respectively, on the accompanying condensed consolidated
 balance sheet.
 
      Effective January 1, 1993, the Company changed its method of accounting
 for income taxes as required by SFAS No. 109.  The cumulative effect on prior
 years of this change in accounting for income taxes was a charge of $11,377.
 
      For the three and nine months ended September 30, 1994 and 1993, the
 effective rate of the provision for income taxes differed from the U.S.
 statutory tax rate (35%) due principally to state income taxes.  In addition,
 for the three and nine months ended September 30, 1993, the provision for
 income taxes was increased by $427 as a result of applying the change in the
  U.S. statutory tax rate from 34% to 35% to deferred tax balances.
<PAGE>
                     BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
 
 
 Nine Months Ended September 30, 1994 vs. Nine Months Ended September 30, 1993
 
      Revenues of the Company for 1994 were $284.0 million compared to $267.1
 million for 1993, an increase of $16.9 million (6%).  Casino revenues for 1994
 were $241.4 million compared to $226.0 million in 1993, an increase of $15.4
 million (7%).  Slot revenues increased $6.5 million (4%) due to a 14% increase
 in slot handle (volume) offset, in part, by a decline in the win percentage
 from 9.7% in 1993 (which includes the positive impact from the discontinuation
 of certain progressive linked jackpots) to 8.9% in 1994.  The Company added
 265 slot machines (a 13% increase) since September 30, 1993.  Slot revenue
 represented 68% of the Company's casino revenues in 1994 compared to 70% in
 1993.  Table game revenues, excluding poker, increased $5.6 million (8%) from
 1993 due to an increase in the hold percentage from 16.2% in 1993 to 17.0% in
 1994 and a 3% increase in the drop (amount wagered).  Poker operations, which
 commenced in July 1993, generated revenues of $3.6 million for the nine months
 ended September 30, 1994 compared to $1.3 million for 1993.  Horse race
 simulcasting and keno operations, which commenced mid-June 1994, contributed
 $1.0 million to casino revenues for the 1994 period.  
 
      Rooms and food and beverage revenues remained essentially unchanged. 
 Other revenues increased $1.1 million (16%) due to higher entrance fees for
 promotional events and dividends from a multi-casino linked progressive trust.
 
      Atlantic City city-wide casino revenues for all operators for the nine
 months ended September 30, 1994, excluding poker, horse race simulcasting and
 keno, increased approximately 1% from the 1993 period due to a 2% increase in
 slot revenues offset, in part, by a 1% decrease in table game revenues.  The
 1994 and 1993 first quarters were both negatively affected by severe weather
 conditions in the northeastern United States, however management believes the
 severity, duration and number of storms in 1994 had a more dramatic impact on
 attendance and operating performance than in 1993.  The number of slot
 machines and table games, excluding poker tables, in Atlantic City increased
 approximately 9% and 2%, respectively, since September 30, 1993.  Slot
 revenues represented 67% of total gaming revenues in Atlantic City for each
 of the nine months ended September 30, 1994 and 1993.  
 
      Management believes that the reduced rate of slot revenue growth in
 Atlantic City as compared to the last several years, in conjunction with the
 expanded number of slot machines resulting in a lower win per slot machine,
 has caused and will continue to cause intense promotional efforts to attract
 slot players as both the Company and its competitors seek to expand their
 share of slot revenues and maximize the utilization of their slot machine
 inventory.  Further, as a result of the aggressive competition for slot
 patrons, the Atlantic City slot win percentage has declined.  Management
 believes that the slot win percentage will continue to be subject to
 competitive pressure and may further decline.  However, the addition of poker,
 horse race simulcasting and keno over the last year has had a favorable impact
 on the Atlantic City gaming environment.  The Company believes it is well-
 positioned to compete for its share of casino revenues by continuing to offer
 attractive promotional slot and table game programs and special events and by
 enhancing its gaming space.  In June 1994, the Company expanded its gaming
 space by 8,700 square feet to operate horse race simulcasting and keno, and
 to relocate and expand its poker operations.  In July 1994, the Company placed
 in operation an additional 127 high denomination slot machines in the gaming
 space formerly occupied by its poker operations.  Further, by the end of 1994,
 the Company will complete a slot machine upgrade, replacing the majority of
 its slot machine inventory with state-of-the-art machines with embedded bill
 acceptors.
 
      Operating income of the Company for the nine months ended September 30,
 1994 was $70.5 million compared to $71.4 million for the same period in 1993,
 a decrease of $.9 million (1%) as the aforementioned revenue increase was
 offset by a $17.8 million (9%) increase in operating expenses.  Casino
 expenses increased $8.9 million (10%) due to an increase in salaries, benefits
 and other costs associated with the introduction and operation of horse race
 simulcasting and keno in and the operation of poker throughout the 1994
 period, and expanded marketing and promotional efforts.  Rooms expense
 increased $.8 million (11%) mainly due to increased salaries and benefits
 associated with higher room occupancy.  Food and beverage expenses remained
 essentially unchanged.  Other operating expenses increased $2.7 million (7%)
 due to an overall increase in the cost of property operations and providing
 ancillary services.  Selling, general and administrative expenses increased
 $1.1 million (5%) primarily due to an increase in marketing costs associated
 with expanded advertising and promotional efforts and to a non-recurring
 benefit realized in the first quarter of 1993 pursuant to the terms of a
 Retirement and Separation Agreement with a former executive offset, in part,
 by a decrease in legal, insurance and other costs.  Depreciation and
 amortization expense increased $3.5 million (18%) primarily due to accelerated
 depreciation associated with the planned slot machine upgrade.  In addition,
 operating costs and expenses include allocations from BEC of its overhead
 (including executive salaries and benefits, public company reporting costs and
 other corporate headquarters' costs) of $3.8 million and $3.0 million for the
 nine months ended September 30, 1994 and 1993, respectively.  Management of
 BEC believes that the methods used to allocate these costs are reasonable and
 expects similar allocations (subject to changes in circumstances which may
 warrant modification) in future years.
 
      Interest expense was $31.5 million for the nine months ended September
 30, 1994 compared to $33.9 million for the same period in 1993.  The decrease
 of $2.4 million (7%) reflects the March 1994 refinancing of the Company's
 long-term debt at a more favorable rate, as well as lower average line of
 credit and intercompany borrowings.
 
 
  <PAGE>
                        BALLY'S PARK PLACE, INC.
      (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                      PART II.  OTHER INFORMATION 
 
 
 
 Item 6.  Exhibits and Reports on Form 8-K
 
 (a)  Exhibits.
 
   Exhibit 27  Financial Data Schedule.  (Filed electronically only.)
 
 
 (b)  Reports on Form 8-K.
 
   None.
 
 
  <PAGE>
                             SIGNATURE PAGE
 
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, as
 amended, the registrant has duly caused this report to be signed on its behalf
 by the undersigned thereunto duly authorized.
 
 
                                             Bally's Park Place, Inc.
                                                   Registrant
 
 
 
 
 
                                               /s/ Joseph A. D'Amato   
                                            --------------------------
                                                 Joseph A. D'Amato
                                            Vice President of Finance 
                                                and Administration
                                          (Principal Financial Officer)
 
 
 
 
 
 
 
 
 Dated:  November 14, 1994

<TABLE> <S> <C>

 <ARTICLE>  5
 <LEGEND>
 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
 CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1994, AND THE
 CONSOLIDATED STATEMENT OF OPERATIONS AND THE CONSOLIDATED STATEMENT OF
 STOCKHOLDER'S EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30,1994 AND IS
 QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
 </LEGEND>
 <MULTIPLIER>    1,000
        
 <S>                     <C>
 <PERIOD-TYPE>           9-MOS 
 <FISCAL-YEAR-END>                  DEC-31-1994
 <PERIOD-END>                       SEP-30-1994
 <CASH>                                  15,672
 <SECURITIES>                                 0
 <RECEIVABLES>                            6,043<F1>
 <ALLOWANCES>                             1,300
 <INVENTORY>                              2,278
 <CURRENT-ASSETS>                        38,406
 <PP&E>                                 782,684
 <DEPRECIATION>                         303,615
 <TOTAL-ASSETS>                         543,976
 <CURRENT-LIABILITIES>                   31,232
 <BONDS>                                427,690
 <COMMON>                                     1
                         0
                                   0
 <OTHER-SE>                              32,323
 <TOTAL-LIABILITY-AND-EQUITY>           543,976
 <SALES>                                      0
 <TOTAL-REVENUES>                       283,986
 <CGS>                                        0
 <TOTAL-COSTS>                          118,662
 <OTHER-EXPENSES>                        42,264
 <LOSS-PROVISION>                            98<F2>
 <INTEREST-EXPENSE>                      31,547
 <INCOME-PRETAX>                         38,974
 <INCOME-TAX>                            15,500
 <INCOME-CONTINUING>                     23,474
 <DISCONTINUED>                               0
 <EXTRAORDINARY>                       (20,735)
 <CHANGES>                                    0
 <NET-INCOME>                             2,739
 <EPS-PRIMARY>                                0
 <EPS-DILUTED>                                0
 <FN>
 <F2>
 EXCLUDES RECEIVABLE DUE FROM AFFILIATES.
 <F2>
 THE PROVISION FOR DOUBTFUL ACCOUNTS IS INCLUDED IN CASINO OPERATING COSTS AND
 EXPENSES IN THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 1994.
 </FN>
         
 
</TABLE>


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