BALLYS PARK PLACE INC
10-Q, 1995-11-14
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, 1995
 
                               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 October 31, 1995, all 100 outstanding shares of the registrant's common
 stock were held by Bally's Casino Holdings, Inc., an indirect wholly owned
 subsidiary of Bally Entertainment Corporation.
 
 The registrant meets the conditions set forth in General Instruction H (1) (a)
 and (b) of Form 10-Q and is therefore filing this form with the reduced
 disclosure format.
 
  <PAGE>
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
                                
      
                  
                             INDEX
  
                                                                    Page
                                                                   Number
 
 PART I.   FINANCIAL INFORMATION:
 
 
   Item 1.  Financial Statements
 
        Condensed Consolidated Balance Sheet (Unaudited)
           September 30, 1995 and December 31, 1994. . . . . . . . .   1
 
        Consolidated Statement of Operations (Unaudited)
           Nine Months Ended September 30, 1995 and 1994 . . . . . .   2
 
        Consolidated Statement of Operations (Unaudited)
           Three Months Ended September 30, 1995 and 1994. . . . . .   3
 
        Consolidated Statement of Stockholder's Equity (Unaudited)
           Nine Months Ended September 30, 1995. . . . . . . . . . .   4
 
        Consolidated Statement of Cash Flows (Unaudited)
           Nine Months Ended September 30, 1995 and 1994 . . . . . .   5
 
        Notes to Condensed Consolidated Financial
           Statements (Unaudited). . . . . . . . . . . . . . . . . .   7
 
 
   Item 2.  Management's Discussion and Analysis of Results of 
              Operations . . . . . . . . . . . . . . . . . . . . . .   9
 
 
 PART II.  OTHER INFORMATION:
  
 
   Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . .  11
 
       
 SIGNATURE PAGE. . . . . . . . . . . . . . . . . . . . . . . . . . .  12
 
 
  <PAGE>
<TABLE>
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
              CONDENSED CONSOLIDATED BALANCE SHEET
                         (In thousands)
                          (Unaudited)
                                
 <CAPTION>
  
                                                 September 30,  December 31,
                                                      1995          1994    
                                                 ------------   ----------- 
                      ASSETS                                              
 <S>                                               <C>            <C>
   Current assets:
     Cash and equivalents. . . . . . . . . . . .   $ 15,565       $ 13,949
     Receivables, less allowances
        of $1,655 and $1,167. . . . . .  . . . .      5,703          5,845 
     Income taxes receivable from Bally                                     
        Entertainment Corporation  . . . . . . .      4,128          5,378 
     Inventories . . . . . . . . . . . . . . . .      2,147          2,228 
     Prepaid expenses. . . . . . . . . . . . . .      3,105          1,748 
     Deferred income taxes . . . . . . . . . . .      8,145          6,972 
                                                   --------       -------- 
      Total current assets . . . . . . . . . . .     38,793         36,120 
  
   Property and equipment, less accumulated
     depreciation of $329,097 and $309,672 . . .    469,295        483,369 
   Deferred finance costs, less accumulated 
     amortization of $2,469 and $1,270 . . . . .     12,429         13,628 
   Casino Reinvestment Development Authority      
     investment obligations. . . . . . . . . . .     12,647         11,681 
   Other assets. . . . . . . . . . . . . . . . .      1,676          1,516 
                                                   --------       -------- 
                                                   $534,840       $546,314 
                                                   ========       ======== 
 
      LIABILITIES AND STOCKHOLDER'S EQUITY
 
   Current liabilities:
     Accounts payable . . . . . . . . . . . . . .  $  1,717       $  2,805 
     Payable to affiliates. . . . . . . . . . . .       670            707 
     Income taxes payable . . . . . . . . . . . .     3,202          1,159 
     Accrued liabilities. . . . . . . . . . . . .    31,323         37,951 
     Current maturities of long-term debt . . . .        48             47 
                                                   --------       -------- 
      Total current liabilities . . . . . . . . .    36,960         42,669 
 
   Long-term debt, less current maturities. . . .   427,568        427,641 
   Deferred income taxes. . . . . . . . . . . . .    44,656         41,306 
   Pension liability. . . . . . . . . . . . . . .     2,571          9,866 
   Other long-term liabilities. . . . . . . . . .       926            859 
 
   Stockholder's equity.. . . . . . . . . . . . .    22,159         23,973 
                                                   --------       -------- 
                                                   $534,840       $546,314 
                                                   ========       ======== 
 <FN>
   See accompanying notes.
 </TABLE>
 <TABLE>
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
              CONSOLIDATED STATEMENT OF OPERATIONS
                         (In thousands)
                                 (Unaudited)                    
 <CAPTION>
 
                                            Nine Months Ended September 30,  
                                            ------------------------------
                                                  1995          1994     
                                                --------      --------  
 <S>                                            <C>           <C>
   Revenues:
     Casino . . . . . . . . . . . . . . . .     $273,189      $241,448 
     Rooms. . . . . . . . . . . . . . . . .       17,581        19,408 
     Food and beverage. . . . . . . . . . .       15,214        15,538 
     Other. . . . . . . . . . . . . . . . .        9,315         7,592 
                                                --------      -------- 
                                                 315,299       283,986 
 
   Costs and expenses:
     Casino . . . . . . . . . . . . . . . .      105,417        96,431 
     Rooms. . . . . . . . . . . . . . . . .        7,423         8,116 
     Food and beverage. . . . . . . . . . .       13,682        14,213 
     Other operating expenses . . . . . . .       44,315        42,264 
     Selling, general and administrative. .       28,187        25,184 
     Depreciation and amortization. . . . .       21,344        23,450 
     Allocations from Bally Entertainment
       Corporation. . . . . . . . . . . . .        3,705         3,807 
                                                --------      -------- 
                                                 224,073       213,465 
                                                --------      -------- 
 
   Operating income . . . . . . . . . . . .       91,226        70,521 
   Interest expense . . . . . . . . . . . .       31,180        31,547 
                                                --------      -------- 
   Income before income taxes and 
     extraordinary item . . . . . . . . . .       60,046        38,974 
   Provision for income taxes   . . . . . .       25,760        15,500 
                                                --------      -------- 
   Income before extraordinary item . . . .       34,286        23,474 
   Extraordinary loss on extinguishment
     of debt  . . . . . . . . . . . . . . .          ---       (20,735)
                                                --------      -------- 
   Net income . . . . . . . . . . . . . . .     $ 34,286      $  2,739 
                                                ========      ======== 
 
 <FN>
   See accompanying notes.
 </TABLE>
 
 
 
 
 
 
                                <PAGE>
<TABLE>

                         BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
                   CONSOLIDATED STATEMENT OF OPERATIONS
                              (In thousands)
                                       (Unaudited)                    
<CAPTION>

                                                  Three Months Ended September 30,        
                                                 --------------------------------
                                                       1995          1994     
                                                     --------      --------  
<S>                                                  <C>           <C>
        Revenues:
          Casino . . . . . . . . . . . . . . . .     $102,482      $ 94,832 
          Rooms. . . . . . . . . . . . . . . . .        7,201         8,154 
          Food and beverage. . . . . . . . . . .        5,685         5,922 
          Other. . . . . . . . . . . . . . . . .        3,628         2,642 
                                                     --------      -------- 
                                                      118,996       111,550 

        Costs and expenses:
          Casino . . . . . . . . . . . . . . . .       37,440        35,219 
          Rooms. . . . . . . . . . . . . . . . .        2,666         2,924 
          Food and beverage. . . . . . . . . . .        5,006         5,349 
          Other operating expenses . . . . . . .       15,605        14,808 
          Selling, general and administrative. .       10,887         8,776 
          Depreciation and amortization. . . . .        7,434         8,032 
          Allocations from Bally Entertainment
            Corporation. . . . . . . . . . . . .        1,263         2,240 
                                                     --------      -------- 
                                                       80,301        77,348 
                                                     --------      -------- 

        Operating income . . . . . . . . . . . .       38,695        34,202 
        Interest expense . . . . . . . . . . . .       10,390        10,269 
                                                     --------      -------- 

        Income before income taxes . . . . . . .       28,305        23,933 
        Provision for income taxes . . . . . . .       12,140         9,400 
                                                     --------      -------- 
        Net income . . . . . . . . . . . . . . .     $ 16,165      $ 14,533
                                                     ========      ======== 

<FN>
        See accompanying notes.

</TABLE>

















<TABLE>

                                      BALLY'S PARK PLACE, INC.
              (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
                           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, 1994 . . . . .      100       $   1      $ 23,972      $    ---       $ 23,973

    Net income . . . . . . . . . . . .      ---         ---           ---        34,286         34,286
    Dividends paid . . . . . . . . . .      ---         ---        (1,814)      (34,286)       (36,100)
                                          -----       -----      --------      --------       --------
Balance at September 30, 1995. . . . .      100       $   1      $ 22,158      $    ---       $ 22,159
                                          =====       =====      ========      ========       ========
  

<FN>  
See accompanying notes.

</TABLE>


















 <TABLE>
 
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
              CONSOLIDATED STATEMENT OF CASH FLOWS
                         (In thousands)
                                 (Unaudited)                
 
 <CAPTION>
                                             Nine Months Ended September 30,
                                             ------------------------------
                                                   1995          1994     
                                                 --------      -------- 
 <S>                                             <C>           <C>
 Operating:
   Income before extraordinary item . . . . .    $ 34,286      $ 23,474 
   Adjustments to reconcile to cash provided-
     Depreciation and amortization. . . . . .      21,344        23,450 
     Other amortization included in interest
       expense. . . . . . . . . . . . . . . .       1,199         1,192 
     Provision for doubtful receivables . . .       1,009            98 
     Deferred income taxes. . . . . . . . . .       2,177         9,662 
     Gain on settlement of supplemental                                   
       executive retirement plan. . . . . . .      (1,800)          --- 
     Change in operating assets and 
       liabilities. . . . . . . . . . . . . .     (12,191)      (13,317)
                                                 --------      -------- 
         Cash provided by operating activities     46,024        44,559 
 
 Investing:
   Purchases of property and equipment. . . .      (7,219)      (15,523)
   Proceeds from disposal of property and                                    
        equipment                                     372           559  
   Purchases of Casino Reinvestment 
     Development Authority investment
     obligations, net . . . . . . . . . . . .      (1,389)         (996)
                                                 --------      -------- 
         Cash used in investing activities. .      (8,236)      (15,960)
 
 Financing:
   Debt transactions - 
     Net repayments under revolving
        credit agreement . . . .  . . . . . .         ---        (2,000)
     Proceeds from issuance of long-term
       debt . . . . . . . . . . . . . . . . .         ---       425,000
     Repayments of long-term debt . . . . . .         (72)     (377,729)
     Debt issuance costs. . . . . . . . . . .         ---       (14,898)
                                                 --------      -------- 
         Cash provided by (used in) debt
           transactions . . . . . . . . . . .         (72)       30,373 
   Equity transactions -
     Dividends paid . . . . . . . . . . . . .     (36,100)      (55,595)
                                                 --------      -------- 
         Cash used in
           financing activities . . . . . . .     (36,172)      (25,222)
                                                 --------      -------- 
 Increase in cash and equivalents . . . . . .       1,616         3,377 
 Cash and equivalents, beginning of period. .      13,949        12,295 
                                                 --------      -------- 
 Cash and equivalents, end of period. . . . .    $ 15,565      $ 15,672 
                                                 ========      ======== 
 <FN>
                          (Continued)
 
 </TABLE>
 
 <TABLE>
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
              CONSOLIDATED STATEMENT OF CASH FLOWS
                         (In thousands)
                                 (Unaudited)
 
 <CAPTION>
                                             Nine Months Ended September 30,
                                             ------------------------------
                                                   1995          1994     
                                                 --------      -------- 
 SUPPLEMENTAL CASH FLOWS INFORMATION
 <S>                                            <C>           <C>
  Changes in operating assets and liabilities:
     (Increase) decrease in receivables . . . . $    (867)    $    313  
     (Increase) decrease in income taxes                                
       receivable from Bally Entertainment                              
       Corporation  . . . . . . . . . . . . . .     1,250       (5,587)  
    (Increase) decrease in inventories  . . . .        81         (444) 
     Increase in prepaid expenses                             
       and other assets . . . . . . . . . . . .    (1,517)        (817)
     Decrease in accounts payable, 
       payable to affiliates, accrued 
       liabilities and long-term liabilities. .    (7,686)     (15,166) 
     Increase in income taxes payable . . . . .     2,043        8,575  
     Decrease in pension liability    . . . . .    (5,495)        (191)
                                                 --------     --------   
                                                 $(12,191)    $(13,317) 
                                                 ========     ========   
 
 
   Cash payments for interest and income taxes:
     Interest paid. . . . . . . . . . . . . . .  $ 40,076     $ 44,542  
     Interest capitalized . . . . . . . . . . .       (43)        (317) 
     Income taxes paid (net of refunds) . . . .    20,290        2,850  
 
 
 
 <FN>
 See accompanying notes.
 
 
 </TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                   BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
     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"), 
 which is an indirect wholly owned subsidiary of Bally Entertainment
 Corporation ("BEC"), and its subsidiaries.  The Company owns and operates the
 casino hotel resort in Atlantic City, New Jersey known as "Bally's Park Place
 Casino Hotel and Tower."  Unless otherwise specified in the text, references
 to the Company include the Company and its subsidiaries.  These 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, 1994.
 
 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, 1995, its consolidated statements of
 operations for the three and nine months ended September 30, 1995 and 1994,
 its consolidated statement of stockholder's equity for the nine months ended
 September 30, 1995 and its consolidated statement of cash flows for the nine
 months ended September 30, 1995 and 1994.  All such adjustments were of a
 normal recurring nature, except for those adjustments in March 1994 to reflect
 the refinancing of indebtedness (see "Long-term debt").
 
 Certain reclassifications have been made to prior period financial statements
 to conform with the 1995 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, 1995
 and 1994 are not necessarily indicative of the results of operations for the
 full year.
 
 Allocations from BEC and transactions with related parties
 
 BEC allocates 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 headquarter's 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 operating 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.  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.  In addition, certain of the Company's insurance coverage is
 arranged by BEC pursuant to corporate-wide programs.  In these circumstances,
 BEC charges the Company its proportionate share of the respective insurance
 premiums. 
 
 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 hotel resort in Atlantic City known as the "The Grand"), and exercise 
                               
                   BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (In thousands)
                          (Unaudited)
                                
 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 limousine services, legal services and purchasing. 
 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 to The Grand were $107 and $33 for the three
 months ended September 30, 1995 and 1994, respectively, and $244 and $126 for
 the nine months ended September 30, 1995 and 1994, respectively, which
 management believes were reasonable.  The Company also leases surface area
 parking lots to The Grand, and rental income for each of the three and nine
 month periods ended September 30, 1995 and 1994 was $174 and $522,
 respectively.
 
 Long-term debt
 
 In March 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 retire and defease its 11 7/8%
 First Mortgage Notes due 1999 (the "11 7/8% Notes") and pay dividends of
 $30,214.  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.
 
 The indenture for the 9 1/4% Notes and the $50,000 revolving credit facility
 (the entire amount was unused at September 30, 1995) 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 indenture for the 9 1/4% Notes
 and the $50,000 revolving credit facility also limit dividends paid by the
 Company which are not paid pursuant to a net income test (generally limited
 to 50% of aggregate net income, as defined, earned since April 1, 1994) to
 $50,000 in aggregate, of which $25,000 was paid in each of the third quarters
 of 1995 and 1994.  Pursuant to the net income test, $8,102 was available at
 September 30, 1995 to be paid as dividends.
 
 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
 Bally's Casino Holdings, Inc., 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 for tax liabilities are due at such time and in such amounts
 as payments would be required to be made to the Internal Revenue Service. 
 Payments from BEC for tax benefits are due at the time BEC files the
 applicable consolidated federal income tax return. 
 
 Guarantee
 
 At September 30, 1995, the Company was contingently liable for the guarantee
 of payments (up to $20,800) in the event certain affiliates fail to make
 required payments pursuant to various contractual obligations.  
 
 
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
 
 Comparison of the Nine Months Ended September 30, 1995 and 1994
 
 Revenues of the Company for the nine months ended September 30, 1995 were
 $315.3 million compared to $284.0 million for the 1994 period, an increase of
 $31.3 million (11%).  Casino revenues for 1995 were $273.2 million compared
 to $241.4 million in 1994, an increase of $31.8 million (13%).  Slot revenues
 increased $26.8 million (16%) due to a 21% increase in slot handle (volume)
 offset, in part, by a decline in the win percentage from 8.9% in 1994 to 8.5%
 in 1995. As part of a casino reconfiguration, the Company reduced its number
 of slot machines appproximately 1% since September 30, 1994 providing
 increased aisle space for the comfort of slot players. Slot revenues
 represented 70% of the Company's casino revenues in 1995 compared to 68% in
 1994.  Table game revenues, excluding poker, increased $3.8 million (5%) due
 to a 9% increase in the drop (amount wagered) offset, in part, by a decrease
 in the hold percentage from 17.0% in 1994 to 16.4% in 1995.  Other casino
 revenues increased $1.2 million (26%) due primarily to the introduction of
 horse race simulcasting and keno in June 1994.  Rooms revenues decreased $1.8
 million (9%) due to increased complimentaries in 1995 causing reduced
 occupancy of rooms by paying customers.  Other revenues increased $1.7 million
 (23%) principally due to increased special event revenues and interest income. 
 
 Atlantic City casino revenues (excluding poker, horse race simulcasting and
 keno) for all operators for the nine months ended September 30, 1995 increased
 approximately 11% from 1994 due to a 13% increase in slot revenues and a 5%
 increase in table game revenues. Revenues during the first quarter of 1994
 were negatively affected by severe weather in the northeastern United States. 
 Since September 30, 1994, the number of slot machines in Atlantic City
 increased approximately 8% and the number of table games, excluding poker
 tables, increased approximately 1%. Slot revenues represented 69% and 67% of
 total casino revenues in Atlantic City for the 1995 and 1994 periods,
 respectively.  Management believes that the increased number of slot machines
 in Atlantic City has caused and will continue to cause intense promotional
 efforts to attract slot players as both the Company and its competitors
 continue to seek to expand their share of slot revenues and maximize the
 utilization of their slot machines.  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 decline further.  However, the
 Company believes it is well-positioned to compete for additional casino
 revenues by continuing to offer attractive promotional slot and table game
 programs and special events (including headliner entertainment and
 championship boxing) and by enhancing the appearance and comfort of its gaming
 space.  In 1994, the Company expanded its casino floor from 68,100 to 71,400
 square feet and added another 8,700 square feet of gaming space to offer horse
 race simulcasting and keno, and to relocate and expand its poker operations. 
 During the first quarter of 1995, the Company completed a slot machine
 upgrade, replacing the majority of its slot machines with state-of-the-art
 machines with embedded bill acceptors, and reconfigured its slot machine
 layout, adding additional slot stools and aisle space.  In addition, the
 Company has announced its intention to develop a western-themed casino on
 Boardwalk property it owns adjacent to its existing facility.  The complex is
 presently planned to include approximately 60,000 to 80,000 square feet of
 casino space and cost between $80 and $100 million, with groundbreaking
 expected in early 1996.  The planned expansion is subject to regulatory
 approval.
 
 
 
 
 
 
                   BALLY'S PARK PLACE, INC.
  (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
 
 Operating income of the Company for the nine months ended September 30, 1995
 was $91.2 million compared to $70.5 million for the 1994 period, an increase
 of $20.7 million (29%) as the aforementioned 11% revenue increase was offset,
 in part, by a 5% increase in operating expenses. Casino expenses increased
 $9.0 million (9%) due to expanded marketing and promotional efforts, increased
 gaming taxes associated with higher gaming revenues and an increase in
 salaries, benefits and other costs associated with the operation of horse race
 simulcasting and keno in 1995.  Rooms expense decreased $.7 million (9%) as
 the cost associated with complimentary room occupancy (which increased) is
 classified as casino expenses.  Other operating expenses increased $2.1
 million (5%) principally due to increased real estate taxes and entertainment
 costs.  Selling, general and administrative expenses increased $3.0 million
 (12%) primarily due to increased legal, advertising, promotional and insurance
 costs offset, in part, by a gain on the settlement of a supplemental executive
 retirement plan in 1995.  Depreciation and amortization expense decreased $2.1
 million (9%) primarily due to the 1994 period including accelerated
 depreciation associated with the aforementioned slot machine upgrade and
 certain assets becoming fully depreciated in 1994.  Operating costs and
 expenses include allocations from BEC of its overhead (including executive
 salaries and benefits, public company reporting costs and other corporate
 headquarter's costs) of $3.7 million and $3.8 million for the nine months
 ended September 30, 1995 and 1994, 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 $31.2 million for the nine months ended September  30,
 1995 compared to $31.5 million for the 1994 period.  The decrease of $.3
 million (1%) reflects the March 1994 refinancing of substantially all of the
 Company's long-term debt at a more favorable rate offset, in part, by reduced
 capitalized interest in 1995.
 
 For the nine months ended September 30, 1995 and 1994, the effective rates of
 the income tax provision varied from the U.S. statutory tax rate (35%) due
 principally to state income taxes.
 
  <PAGE>
                    BALLY'S PARK PLACE, INC.
 (An Indirect Wholly Owned Subsidiary of Bally Entertainment Corporation)
                  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, 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, 1995
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                              12
                                

<TABLE> <S> <C>

 <ARTICLE>  5
 <LEGEND>
 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
 CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1995, AND THE
 CONSOLIDATED STATEMENT OF OPERATIONS AND THE CONSOLIDATED STATEMENT OF
 STOCKHOLDER'S EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 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-31-1995
 <PERIOD-END>                       SEP-30-1995
 <CASH>                                  15,565
 <SECURITIES>                                 0
 <RECEIVABLES>                            7,358
 <ALLOWANCES>                             1,655
 <INVENTORY>                              2,147
 <CURRENT-ASSETS>                        38,793
 <PP&E>                                 798,392
 <DEPRECIATION>                         329,097
 <TOTAL-ASSETS>                         534,840
 <CURRENT-LIABILITIES>                   36,960
 <BONDS>                                427,568
 <COMMON>                                     1
                         0
                                   0
 <OTHER-SE>                              22,158
 <TOTAL-LIABILITY-AND-EQUITY>           534,840
 <SALES>                                      0
 <TOTAL-REVENUES>                       315,299
 <CGS>                                        0
 <TOTAL-COSTS>                          169,828
 <OTHER-EXPENSES>                             0
 <LOSS-PROVISION>                         1,009<F1>
 <INTEREST-EXPENSE>                      31,180
 <INCOME-PRETAX>                         60,046
 <INCOME-TAX>                            25,760
 <INCOME-CONTINUING>                     34,286
 <DISCONTINUED>                               0
 <EXTRAORDINARY>                              0
 <CHANGES>                                    0
 <NET-INCOME>                            34,286
 <EPS-PRIMARY>                                0
 <EPS-DILUTED>                                0
 <FN>
 <F1>
 THE PROVISION FOR DOUBTFUL RECEIVABLES IS INCLUDED IN CASINO COSTS AND
 EXPENSES IN THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 1995.
 </FN>
         
 
</TABLE>


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