BALLYS PARK PLACE INC
10-Q, 1995-08-14
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   Exch
ange Act of 1934 for the period ended June 30, 1995
 
                               OR
 
 { } Transition Report Pursuant to Section 13 or 15 (d) of the Securities  Exch
ange 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 July 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)
           June 30, 1995 and December 31, 1994. . . . . . . . . . .    1
 
        Consolidated Statement of Operations (Unaudited)
           Six Months Ended June 30, 1995 and 1994. . . . . . . . .    2
 
        Consolidated Statement of Operations (Unaudited)
           Three Months Ended June 30, 1995 and 1994. . . . . . . .    3
 
        Consolidated Statement of Stockholder's Equity (Unaudited)
           Six Months Ended June 30, 1995 . . . . . . . . . . . . .    4
 
        Consolidated Statement of Cash Flows (Unaudited)
           Six Months Ended June 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>
  
                                                    June 30,    December 31,
                                                      1995          1994    
                                                   ---------    ----------- 
                      ASSETS                                              
 <S>                                                <C>           <C>       
   Current assets:
     Cash and equivalents. . . . . . . . . . . .    $ 33,742      $ 13,949 
     Receivables, less allowances
        of $1,500 and $1,167. . . . . .  . . . .       5,661         5,845 
     Income taxes receivable from Bally                                    
        Entertainment Corporation  . . . . . . .       4,129         5,378 
     Inventories . . . . . . . . . . . . . . . .       2,390         2,228 
     Prepaid expenses. . . . . . . . . . . . . .       2,210         1,748 
     Deferred income taxes . . . . . . . . . . .       8,016         6,972 
                                                    --------      -------- 
      Total current assets . . . . . . . . . . .      56,148        36,120 
  
   Property and equipment, less accumulated
     depreciation of $323,009 and $309,672 . . .     473,858       483,369 
   Deferred finance costs, less accumulated 
     amortization of $2,069 and $1,270 . . . . .      12,829        13,628 
   Casino Reinvestment Development Authority      
     investment obligations. . . . . . . . . . .      12,664        11,681 
   Other assets. . . . . . . . . . . . . . . . .       1,633         1,516 
                                                    --------      -------- 
                                                    $557,132      $546,314 
                                                    ========      ======== 
 
 
      LIABILITIES AND STOCKHOLDER'S EQUITY
 
   Current liabilities:
     Accounts payable . . . . . . . . . . . . . .   $  1,352      $  2,805 
     Payable to affiliates. . . . . . . . . . . .      2,712           707 
     Income taxes payable . . . . . . . . . . . .      2,659         1,159 
     Accrued liabilities. . . . . . . . . . . . .     38,463        37,951 
     Current maturities of long-term debt . . . .         48            47 
                                                    --------      -------- 
      Total current liabilities . . . . . . . . .     45,234        42,669 
 
   Long-term debt, less current maturities. . . .    427,614       427,641 
   Deferred income taxes. . . . . . . . . . . . .     38,781        41,306 
   Pension liability. . . . . . . . . . . . . . .      8,005         9,866 
   Other long-term liabilities. . . . . . . . . .        904           859 
 
   Stockholder's equity.. . . . . . . . . . . . .     36,594        23,973 
                                                    --------      -------- 
                                                    $557,132      $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>
                                               Six Months Ended June 30,  
                                               ------------------------  
                                                  1995          1994     
                                                --------      --------  
 <S>                                            <C>           <C>      
   Revenues:
     Casino . . . . . . . . . . . . . . . .     $170,707      $146,616 
     Rooms. . . . . . . . . . . . . . . . .       10,380        11,254 
     Food and beverage. . . . . . . . . . .        9,529         9,616 
     Other. . . . . . . . . . . . . . . . .        5,687         4,950 
                                                --------      -------- 
                                                 196,303       172,436 
 
   Costs and expenses:
     Casino . . . . . . . . . . . . . . . .       67,977        61,212 
     Rooms. . . . . . . . . . . . . . . . .        4,757         5,192 
     Food and beverage. . . . . . . . . . .        8,676         8,864 
     Other operating expenses . . . . . . .       28,710        27,456 
     Selling, general and administrative. .       17,300        16,408 
     Depreciation and amortization. . . . .       13,910        15,418 
     Allocations from Bally Entertainment
       Corporation. . . . . . . . . . . . .        2,442         1,567 
                                                --------      -------- 
                                                 143,772       136,117 
                                                --------      -------- 
 
   Operating income . . . . . . . . . . . .       52,531        36,319 
   Interest expense . . . . . . . . . . . .       20,790        21,278 
                                                --------      -------- 
   Income before income taxes and 
     extraordinary item . . . . . . . . . .       31,741        15,041 
   Provision for income taxes   . . . . . .       13,620         6,100 
                                                --------      -------- 
   Income before extraordinary item . . . .       18,121         8,941 
   Extraordinary loss on extinguishment
     of debt  . . . . . . . . . . . . . . .          ---       (20,735)
                                                --------      -------- 
   Net income (loss). . . . . . . . . . . .     $ 18,121      $(11,794)
                                                ========      ======== 
 
 <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 June 30, 
                                                   -------------------------- 
                                                       1995          1994     
                                                      -------       -------  
<S>                                                  <C>           <C>       
        Revenues:
          Casino . . . . . . . . . . . . . . . .     $ 90,067      $ 80,902 
          Rooms. . . . . . . . . . . . . . . . .        5,829         6,741 
          Food and beverage. . . . . . . . . . .        5,227         5,503 
          Other. . . . . . . . . . . . . . . . .        2,881         2,909 
                                                     --------      -------- 
                                                      104,004        96,055 

        Costs and expenses:
          Casino . . . . . . . . . . . . . . . .       34,363        32,062 
          Rooms. . . . . . . . . . . . . . . . .        2,472         2,873 
          Food and beverage. . . . . . . . . . .        4,720         5,017 
          Other operating expenses . . . . . . .       14,619        13,794 
          Selling, general and administrative. .        9,673         6,628 
          Depreciation and amortization. . . . .        6,969         8,133 
          Allocations from Bally Entertainment
            Corporation. . . . . . . . . . . . .          957           466 
                                                     --------      -------- 
                                                       73,773        68,973 
                                                     --------      -------- 

        Operating income . . . . . . . . . . . .       30,231        27,082 
        Interest expense . . . . . . . . . . . .       10,393        10,305 
                                                     --------      -------- 

        Income before income taxes . . . . . . .       19,838        16,777 
        Provision for income taxes . . . . . . .        8,620         6,804 
                                                     --------      -------- 
        Net income . . . . . . . . . . . . . . .     $ 11,218      $  9,973
                                                     ========      ======== 

<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 . . . . . . . . . . . .      ---         ---           ---        18,121         18,121
    Dividends paid . . . . . . . . . .      ---         ---           ---        (5,500)        (5,500)
                                          -----       -----      --------      --------       --------
Balance at June 30, 1995 . . . . . . .      100       $   1      $ 23,972      $ 12,621       $ 36,594
                                          =====       =====      ========      ========       ========
  

<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>
 
                                                Six Months Ended June 30, 
                                                ------------------------
                                                   1995          1994     
                                                 --------      -------- 
 <S>                                             <C>           <C>      
 Operating:
   Income before extraordinary item . . . . .    $ 18,121      $  8,941 
   Adjustments to reconcile to cash provided-
     Depreciation and amortization. . . . . .      13,910        15,418 
     Other amortization included in interest
       expense. . . . . . . . . . . . . . . .         799           780 
     Provision for doubtful receivables . . .         503           (73)
     Deferred income taxes. . . . . . . . . .      (3,569)          559 
     Gain on settlement of supplemental                                   
       executive retirement plan. . . . . . .      (1,800)          --- 
     Change in operating assets and 
       liabilities. . . . . . . . . . . . . .       2,737        (4,520)
                                                 --------      -------- 
         Cash provided by operating activities     30,701        21,105 
 
 Investing:
   Purchases of property and equipment. . . .      (4,377)       (9,636)
   Proceeds from disposal of property and                                    
        equipment                                       8           195  
   Purchases of Casino Reinvestment 
     Development Authority investment
     obligations, net . . . . . . . . . . . .      (1,013)         (515)
                                                 --------      -------- 
         Cash used in investing activities. .      (5,382)       (9,956)
 
 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 . . . . . .         (26)     (377,716)
     Debt issuance costs. . . . . . . . . . .         ---       (14,631)
                                                 --------      -------- 
         Cash provided by (used in) debt
           transactions . . . . . . . . . . .         (26)       30,653 
   Equity transactions -
     Dividends paid . . . . . . . . . . . . .      (5,500)      (30,595)
                                                 --------      -------- 
         Cash provided by (used in)
           financing activities . . . . . . .      (5,526)           58 
                                                 --------      -------- 
 Increase in cash and equivalents . . . . . .      19,793        11,207 
 Cash and equivalents, beginning of period. .      13,949        12,295 
                                                 --------      -------- 
 Cash and equivalents, end of period. . . . .    $ 33,742      $ 23,502 
                                                 ========      ======== 
 <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>
 
                                               Six Months Ended June 30,
                                               -------------------------
                                                   1995          1994     
                                                ---------      -------- 
 SUPPLEMENTAL CASH FLOWS INFORMATION
 <S>                                            <C>           <C>       
   Changes in operating assets and liabilities:
     (Increase) decrease in receivables . . . . $    (319)    $  1,104  
     (Increase) decrease in income taxes                                
       receivable from Bally Entertainment                              
       Corporation  . . . . . . . . . . . . . .     1,249       (5,587)  
     Increase in inventories. . . . . . . . . .      (162)        (446) 
     Increase in prepaid expenses                             
       and other assets . . . . . . . . . . . .      (579)      (2,483)
     Increase (decrease) in accounts payable, 
       payable to affiliates, accrued 
       liabilities and long-term liabilities. .     1,048       (5,683) 
     Increase in income taxes payable . . . . .     1,500        8,575  
                                                 --------     --------   
                                                 $  2,737     $ (4,520) 
                                                 ========     ========   
 
 
   Operating activities include cash payments
     for interest and income taxes:
     Interest paid. . . . . . . . . . . . . . .  $ 20,260     $ 23,855  
     Interest capitalized . . . . . . . . . . .       (21)        (155) 
     Income taxes paid (net of refunds) . . . .    14,440        2,553  
 
 
   Investing activities exclude the following
     non-cash activity:
     Donation of Casino Reinvestment 
       Development Authority investment 
       obligations, net . . . . . . . . . . . .  $    393     $    245  
 
 
 <FN>
 See accompanying notes.
 </TABLE>
 
 
 
 
 
 
 
 
 
 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 June 30, 1995, its consolidated statements of
 operations for the three and six months ended June 30, 1995 and 1994, its
 consolidated statement of stockholder's equity for the six months ended June
 30, 1995 and its consolidated statement of cash flows for the six months ended
 June 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 six months ended June 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 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 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
 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 $76 and $37 for the three months
 ended June 30, 1995 and 1994, respectively, and $137 and $93 for the six
 months ended June 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 six month periods ended
 June 30, 1995 and 1994 was $174 and $348, 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 available at June 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 August 1994 and
 $15,000 was paid in July 1995.  Pursuant to the net income test, $5,619 was
 available at June 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 June 30, 1995, the Company was contingently liable for the guarantee
 of payments (up to $21,300) 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 Six Months Ended June 30, 1995 and 1994
 
      Revenues of the Company for the six months ended June 30, 1995 were
 $196.3 million compared to $172.4 million for the 1994 period, an increase of
 $23.9 million (14%).  Casino revenues for 1995 were $170.7 million compared
 to $146.6 million in 1994, an increase of $24.1 million (16%).  Slot revenues
 increased $20.0 million (20%) due to a 25% 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.  The Company added 99 slot machines (a 5% increase) since June 30,
 1994.  Slot revenues represented 70% of the Company's casino revenues in 1995
 compared to 68% in 1994.  Table game revenues, excluding poker, increased $2.7
 million (6%) due to a 10% increase in the drop (amount wagered) offset, in
 part, by a decrease in the hold percentage from 16.9% in 1994 to 16.4% in
 1995.  Other casino revenues were $3.9 million for the 1995 period compared
 to $2.5 million in 1994, an increase of $1.4 million due primarily to the
 introduction of horse race simulcasting and keno in June 1994.  Rooms revenue
 decreased $.9  million (8%) due to increased complimentaries in 1995 causing
 reduced occupancy of rooms by paying customers. Food and beverage revenues
 remained essentially unchanged.  Other revenues increased $.7 million (15%)
 principally due to increased entertainment revenues and interest income
 offset, in part, by lower dividends in 1995 from a multi-casino linked
 progressive trust.
 
      Atlantic City casino revenues (excluding poker, horse race simulcasting
 and keno) for all operators for the six  months ended June 30, 1995 increased
 approximately 13% from 1994 due to a 16% increase in slot revenues and a 6%
 increase in table game revenues. Revenues during the first quarter of 1994
 were negatively affected by severe weather in the northeastern United States. 
 Since June 30, 1994, the number of slot machines in Atlantic City increased
 approximately 12% and the number of table games, excluding poker tables,
 increased approximately 2%. 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 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 further decline.  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 by enhancing the appearance and
 comfort of its gaming space.  In 1994, the Company expanded its casino floor
 space 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 highly-themed,
 western-style casino and entertainment complex on Boardwalk property adjacent
 to its existing facility.  The complex is presently planned to include
 approximately 50,000 square feet of casino space and cost approximately $80.0
 million, with groundbreaking expected in early 1996.
 
 
 
 
 
 
                   BALLY'S PARK PLACE, INC.
                                (An Indirect Wholly Owned Subsidiary of Bally E
ntertainment Corporation)
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
 
      Operating income of the Company for the six months ended June 30, 1995
 was $52.5 million compared to $36.3 million for the 1994 period, an increase
 of $16.2 million (45%) as the aforementioned revenue increase was offset, in
 part, by a $7.7 million (6%) increase in operating expenses.  The operating
 margin (before depreciation and amortization) increased from 30% in the 1994
 period to 34% in 1995.  Casino expenses increased $6.8 million (11%) 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 $.4 million (8%) as the cost associated with 
 complimentary rooms (which increased) is classified as casino expenses.  Food
 and beverage expenses remained essentially unchanged.  Other operating
 expenses increased $1.3 million (5%) principally due to increased real estate
 taxes and entertainment costs.  Selling, general and administrative expenses
 increased $.9 million (5%) primarily due to increased legal, insurance and
 other costs offset, in part, by a $1.8 million gain on the settlement of a
 supplemental executive retirement plan in 1995.  Depreciation and amortization
 expense decreased $1.5 million (10%) primarily due to the 1994 period
 including accelerated depreciation associated with the slot machine upgrade
 and a decline in 1995 of amortization of Casino Reinvestment Development
 Authority donation credits.  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 $2.4
 million and $1.6 million for the six months ended June 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 $20.8 million for the six months ended June 30, 1995
 compared to $21.3 million for the 1994 period.  The decrease of $.5 million
 (2%) reflects the March 1994 refinancing of substantially all of the Company's
 long-term debt at a more favorable rate.
 
      For the six months ended June 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: August 14, 1995
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

<TABLE> <S> <C>

 <ARTICLE>  5
 <LEGEND>
 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
 CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1995, AND THE CONSOLIDATED
 STATEMENT OF OPERATIONS AND THE CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
 REFERENCE TO SUCH FINANCIAL STATEMENTS.
 </LEGEND>
 <MULTIPLIER>    1,000
        
 <S>                     <C>
 <PERIOD-TYPE>           6-MOS 
 <FISCAL-YEAR-END>                  DEC-31-1995
 <PERIOD-END>                       JUN-30-1995
 <CASH>                                  33,742
 <SECURITIES>                                 0
 <RECEIVABLES>                            7,161
 <ALLOWANCES>                             1,500
 <INVENTORY>                              2,390
 <CURRENT-ASSETS>                        56,148
 <PP&E>                                 796,867
 <DEPRECIATION>                         323,009
 <TOTAL-ASSETS>                         557,132
 <CURRENT-LIABILITIES>                   45,234
 <BONDS>                                427,614
 <COMMON>                                     1
                         0
                                   0
 <OTHER-SE>                              36,593
 <TOTAL-LIABILITY-AND-EQUITY>           557,132
 <SALES>                                      0
 <TOTAL-REVENUES>                       196,303
 <CGS>                                        0
 <TOTAL-COSTS>                          109,617
 <OTHER-EXPENSES>                             0
 <LOSS-PROVISION>                           503<F1>
 <INTEREST-EXPENSE>                      20,790
 <INCOME-PRETAX>                         31,741
 <INCOME-TAX>                            13,620
 <INCOME-CONTINUING>                     18,121
 <DISCONTINUED>                               0
 <EXTRAORDINARY>                              0
 <CHANGES>                                    0
 <NET-INCOME>                            18,121
 <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 SIX MONTHS ENDED
 JUNE 30, 1995.
 </FN>
         
 
</TABLE>


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