<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 11, 1999
----------------
HARRAH'S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10410 62-1411755
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.
1023 CHERRY ROAD
MEMPHIS, TENNESSEE 38117
(Address of Principal Executive Offices) (Zip Code)
----------------
(901)762-8600
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report.)
<PAGE>
ITEM 5. OTHER EVENTS
On February 11, 1999, the Registrant reported its results of operations
for the year ended December 31, 1998. A copy of the earnings press release
is attached hereto as Exhibit 99(1).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99(1) Text of press release, dated February 11, 1999, of the
Registrant.
2
<PAGE>
SIGNATURE
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 hereunto duly authorized.
HARRAH'S ENTERTAINMENT, INC.
Date: February 11, 1999 By: /s/ STEPHEN H. BRAMMELL
-------------------------------------
Name: Stephen H. Brammell
Title: Vice President
3
<PAGE>
Pat Martin, Harrah's Entertainment, Inc.
(901) 537-3654
Release # HET 02-99-0133
HARRAH'S ENTERTAINMENT REPORTS RECORD YEAR IN 1998
Record Revenues
Record EBITDA
Record Operating Profit
Record Net Income
Record Earnings Per Share
MEMPHIS, February 11, 1999 - Harrah's Entertainment, Inc. (NYSE:HET)
today reported results for the year and fourth quarter ended December 31,
1998, including record revenues, record EBITDA, record operating profit,
record income from continuing operations, record net income, and record
earnings per share for fiscal year 1998. Diluted earnings per share before
extraordinary items for the year were $1.19 compared to $1.06 in 1997.
Excluding items typically not included in analyst estimates -
project opening costs, equity in nonconsolidated affiliates-preopening costs,
write-downs and reserves, venture restructuring costs, Missouri initiative
costs, and gains on sales of nonoperating assets -diluted earnings per share
before extraordinary items in fourth quarter were 20 cents. Including all
items, diluted earnings per share before extraordinary items for fourth
quarter 1998 were 15 cents compared to 12 cents for fourth quarter 1997.
EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) before items typically not included in analyst estimates was a
record $467.5 million for the year and $110.8 million for the quarter, 23.8%
and 31.1% increases, respectively.
Revenues for the year were a record $2.0 billion, a 23.8% increase
over 1997, and $524.7 million for fourth quarter, up 31.8%. Operating profit
before project opening costs, corporate expense, equity in earnings (losses)
of nonconsolidated affiliates, write-downs and reserves, and venture
restructuring costs was $362.3 million for 1998 compared to $290.1 million
the previous year, and $76.9 million in fourth quarter compared to $58.5
million for fourth quarter 1997. Operating profit includes image advertising
costs which were significantly higher in 1998 compared to prior year, as the
company continued to build a foundation for the brand elements of its
strategy.
<PAGE>
Income before extraordinary losses was $121.7 million in 1998
compared to $107.5 million for 1997, and $15.5 million compared to $12.1
million in fourth quarter during 1998 and 1997, respectively. Net income was
$102.0 million in 1998 compared to $99.3 million in 1997, and $14.1 million
compared to $12.1 million in fourth quarter during 1998 and 1997,
respectively.
"1998 was a clean-sweep no matter how you look at it," said Harrah's
Entertainment Chairman and C.E.O. Phil Satre. "In a challenging year for the
industry, we saw record results in all categories, experienced same store
revenue growth in almost every market, and established Harrah's Entertainment
as a consolidator in the gaming industry.
"The successful execution of our loyalty marketing strategy, our two
new properties in Topeka and Cherokee, a terrific performance in St. Louis
where we went from fourth in the market in terms of revenue to number one,
and the acquisition of Showboat, Inc. in June all contributed to record
revenues for the year, moving us over the $2 billion mark for the first time.
With our merger with Rio effective January 1, a full year's revenues from
Showboat and continued focus on our customer service driven strategy, I'm
confident Harrah's Entertainment will remain the gaming industry leader in
1999."
LAS VEGAS LEADS NEVADA PROPERTIES WITH RECORD REVENUES IN 1998
NEVADA PROPERTIES REPORT FULL YEAR INCREASED REVENUES, OPERATING PROFIT
AND EBITDA
NEVADA RESULTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(in millions) 1998 1997 1998 1997
FULL YEAR FULL YEAR FOURTH QUARTER FOURTH QUARTER
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SOUTHERN NEVADA
- ------------------------------------------------------------------------------------------------------------
Revenues $346.3 $288.2 $86.8 $83.9
- ------------------------------------------------------------------------------------------------------------
Operating profit 48.1 41.9 12.3 13.3
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EBITDA 81.0 67.8 20.7 21.6
- ------------------------------------------------------------------------------------------------------------
NORTHERN NEVADA
- ------------------------------------------------------------------------------------------------------------
Revenues $296.3 $287.8 $66.3 $65.9
- ------------------------------------------------------------------------------------------------------------
Operating profit 46.5 44.5 4.5 4.7
- ------------------------------------------------------------------------------------------------------------
EBITDA 69.0 66.2 10.2 10.2
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Benefiting from the completion of a major renovation and
implementation of the Total Gold program in late 1997, Harrah's Las Vegas had
record revenues for 1998, and a 27.8% increase in EBITDA over 1997. Harrah's
Las Vegas also reported record revenue for fourth quarter.
"Las Vegas is a perfect example of why we feel so strongly that we
have the strategy for industry leadership," explained Satre. "Cross market
play increased 80% at Harrah's Las Vegas in 1998. In a market where dramatic
supply additions are creating unprecedented competitive conditions, these
results give us confidence we will continue to build loyalty for our brand as
well as the Las Vegas property with our loyalty marketing and distribution
strategy."
RECORD REVENUE AT HARRAH'S ATLANTIC CITY IN 1998 AND FOURTH QUARTER LEAD
ATLANTIC CITY PROPERTIES RESULTS
ATLANTIC CITY RESULTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(in millions) 1998 1997 1998 1997
FULL YEAR FULL YEAR FOURTH QUARTER FOURTH QUARTER
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ATLANTIC CITY
- ------------------------------------------------------------------------------------------------------------
Revenues $590.8 $349.5 $176.3 $79.5
- ------------------------------------------------------------------------------------------------------------
Operating profit 129.2 73.3 32.8 12.6
- ------------------------------------------------------------------------------------------------------------
EBITDA 163.0 93.6 44.4 17.5
- ------------------------------------------------------------------------------------------------------------
</TABLE>
The company's 1998 results for Atlantic City include seven months of
Showboat Atlantic City, which was acquired by Harrah's Entertainment in June
1998.
Harrah's Atlantic City by itself recorded record revenue for the
year and fourth quarter as well as record EBITDA for the year and fourth
quarter.
<PAGE>
Showboat Atlantic City reported its second best year in its history
in 1998.
"We're very pleased with the results of our relationship marketing
efforts particularly by our Atlantic City properties," said Satre. "Our
unique marketing approach helped Harrah's Atlantic City increase market share
and cash flow in what has been an overall slowly growing market."
REMARKABLE TURNAROUND IN ST. LOUIS DRIVES RECORD RESULTS BY RIVERBOAT CASINOS
RIVERBOAT RESULTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(in millions) 1998 1997 1998 1997
FULL YEAR FULL YEAR FOURTH QUARTER FOURTH QUARTER
<S> <C> <C> <C> <C>
RIVERBOAT CASINOS
- ------------------------------------------------------------------------------------------------------------
Revenues $702.7 $656.2 $178.8 $158.1
- ------------------------------------------------------------------------------------------------------------
Operating profit 121.0 124.2 22.3 27.3
- ------------------------------------------------------------------------------------------------------------
EBITDA 167.6 162.0 35.1 36.7
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Harrah's Riverboat Casinos posted record revenues for the year and
for fourth quarter primarily due to increases in St. Louis which opened in
March 1997. The Riverboats EBITDA was the second highest for the year and
fourth quarter after adjusting for the Missouri "boats in the moats"
initiative and higher taxes in Joliet.
"Harrah's St. Louis started the year ranked fourth in the market in
revenue and ended the year in first place," Satre explained. "This dramatic
improvement since opening in March 1997, and the continued strong performance
of Harrah's North Kansas City, offset challenges in other riverboat markets.
We feel we're addressing many of those challenges with construction of hotels
in Joliet and Shreveport."
TWO NEW CASINOS ON NATIVE AMERICAN LANDS CONTINUE STRONG PERFORMANCE
RESULTING IN SUBSTANTIAL YEARLY AND QUARTERLY INCREASES
MANAGED AND OTHER RESULTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(in millions) 1998 1997 1998 1997
FULL YEAR FULL YEAR FOURTH QUARTER FOURTH QUARTER
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGED AND OTHER
- ------------------------------------------------------------------------------------------------------------
Revenues $68.0 $37.5 $16.6 $10.5
- ------------------------------------------------------------------------------------------------------------
Operating profit 17.6 6.2 5.1 0.5
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EBITDA 26.7 13.3 11.0 2.8
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Due to two new properties, Harrah's Prairie Band-Topeka and Harrah's
Cherokee-North Carolina, the Managed and Other results were up substantially
for the year and fourth quarter.
"We see the success of these new properties as further proof of the
value of our Harrah's brand as well as the growing acceptance of casino
entertainment," said Satre. "These properties have become great assets for
their tribes, and have provided us many opportunities to build more customer
loyalty for the Harrah's brand."
OTHER ITEMS AFFECTING INCOME
Project opening costs in both years included costs incurred for
research and development aimed at enhancing marketing tools and training
programs to better serve target customers.
Corporate expense increased for the year compared to unusually low
expenses in 1997. The 1998 increase includes incremental costs related to the
Showboat acquisition.
Equity in nonconsolidated subsidiaries losses for 1998 and fourth
quarter includes $3.0 million in preopening expenses related to Harrah's New
Orleans following consummation of the reorganization plan for that venture at
the end of October 1998. Construction is underway and opening is expected in
fourth quarter 1999. Venture restructuring costs in 1998 and 1997 were
related to the successful reorganization efforts for the New Orleans venture.
"We're very excited about the prime New Orleans location at the
heart of the city's entertainment district within walking distance of 14,000
hotel rooms and the famous French Quarter," explained Satre. "This new
location in one of America's most popular destinations plus our greater
distribution and proven Total Gold demand-driven strategy make us confident
Harrah's New Orleans will be the exciting property we envisioned five years
ago."
Write-downs and reserves of $7.5 million for 1998 represent
primarily the write-downs of certain assets to market value. Write-downs and
reserves for the prior year were primarily related to a reserve against loans
to the New Orleans project.
Interest expense for 1998 was higher due to increased debt levels
associated with the acquisition of Showboat.
Gains on sales of equity interests in subsidiaries in 1998 included the
gain
<PAGE>
associated with the sale of an investment in a restaurant company, and in
1997 included the gain from the sale of the Company's remaining equity
interest in a New Zealand casino project. The variance in other income is
primarily attributable to the 1998 sale of a nonoperating asset.
Extraordinary losses for the year and fourth quarter are primarily
due to the costs associated with the early extinguishment of debt and the
write-off of related deferred financing charges.
Harrah's Entertainment, Inc. is the most recognized and respected
name in the casino entertainment industry operating 18 casinos in the United
States under the Harrah's, Showboat and Rio brand names, and the Star City
casino in Sydney, Australia. Founded more than 60 years ago, Harrah's is
focused on building loyalty and brand value with its targeted customers
through a unique combination of great service, excellent products,
unsurpassed distribution, operational excellence and technology leadership.
Statements in this release concerning future events, future
performance and business prospects are forward-looking and are subject to
certain risks and uncertainties. These include, but are not limited to,
political, economic, bank, equity and debt market conditions, changes in laws
or regulations, third party relations and approvals, decisions of courts,
regulators and governmental bodies, factors affecting leverage, including
interest rates, and effects of competition. These risks and uncertainties
could significantly affect anticipated results or events in the future and
actual results may differ materially from any forward-looking statements. For
additional information, refer to the section entitled "Private Securities
Litigation Reform Act" in the company's Form 10-Q filed with the Securities
and Exchange Commission for the period ended September 30, 1998.
####
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
CONSOLIDATED SUMMARY OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Fourth Quarter Ended Year Ended
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
(In thousands, except Dec. 31, Dec. 31, Dec. 31, Dec. 31,
per share amounts) 1998 1997 1998 1997
------------ ----------- ----------- -----------
Revenues $ 524,692 $ 397,970 $ 2,004,015 $ 1,619,210
=========== =========== =========== ===========
Operating profit before project
opening costs, corporate expense,
equity in earnings (losses) of
nonconsolidated affiliates,
write-downs and reserves and
venture restructuring costs $ 76,932 $ 58,466 $ 362,315 $ 290,121
Project opening costs (946) (8,654) (8,103) (17,631)
Corporate expense (12,861) (4,915) (37,890) (27,155)
Equity in nonconsolidated affiliates:
Losses before preopening costs (3,320) (2,760) (12,026) (9,166)
Preopening costs (2,963) (23) (2,963) (1,887)
Write-downs and reserves (5,627) (1,461) (7,474) (13,806)
Venture restructuring costs (2,492) (1,360) (6,013) (6,944)
----------- ----------- ----------- -----------
Income from operations 48,723 39,293 287,846 213,532
Interest, net of interest capitalized (35,912) (21,170) (117,270) (79,071)
Gains on sales of equity interests in
subsidiaries -- -- 13,155 37,388
Other income, including interest income 13,777 3,439 19,575 11,799
----------- ----------- ----------- -----------
Income before income taxes and
minority interests 26,588 21,562 203,306 183,648
Provision for income taxes (9,557) (7,768) (74,600) (68,746)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Minority interests (1,438) (1,645) (6,989) (7,380)
----------- ----------- ----------- -----------
Income before extraordinary losses 15,593 12,149 121,717 107,522
Extraordinary losses, net of tax (1,413) -- (19,693) (8,134)
----------- ----------- ----------- -----------
Net income $ 14,180 $ 12,149 $ 102,024 $ 99,388
=========== =========== =========== ===========
Earnings per share - basic
Before extraordinary losses $ 0.15 $ 0.12 $ 1.22 $ 1.07
Extraordinary losses, net of tax (0.01) -- (0.20) (0.08)
----------- ----------- ----------- -----------
Net income $ 0.14 $ 0.12 $ 1.02 $ 0.99
=========== =========== =========== ===========
Earnings per share - assuming dilution
Before extraordinary losses $ 0.15 $ 0.12 $ 1.19 $ 1.06
Extraordinary losses, net of tax (0.01) -- (0.19) (0.08)
----------- ----------- ----------- -----------
Net income $ 0.14 $ 0.12 $ 1.00 $ 0.98
=========== =========== =========== ===========
Weighted average common
shares outstanding 100,317 100,033 100,231 100,618
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding 100,904 100,825 101,520 101,254
=========== =========== =========== ===========
</TABLE>
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
SUPPLEMENTAL OPERATING INFORMATION
(UNAUDITED)
<TABLE>
<CAPTION>
Fourth Quarter Ended Year Ended
-------------------- ---------------------
Dec. 31, Dec.31, Dec. 31, Dec. 31,
(In thousands) 1998 1997 1998 1997
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues
Riverboats $178,789 $158,110 $ 702,705 $ 656,246
Atlantic City 176,264 79,509 590,758 349,510
Northern Nevada 66,317 65,916 296,319 287,751
Southern Nevada 86,768 83,900 346,266 288,160
Managed and Other 16,554 10,535 67,967 37,543
---------- --------- ---------- ----------
Total $524,692 $397,970 $2,004,015 $1,619,210
========== ========= ========== ==========
Operating profit
Riverboats $ 22,262 $ 27,298 $121,033 $124,159
Atlantic City 32,771 12,629 129,161 73,280
Northern Nevada 4,486 4,691 46,498 44,533
Southern Nevada 12,318 13,326 48,051 41,941
Managed and Other* 5,095 522 17,572 6,208
---------- --------- ---------- ----------
Total $ 76,932 $ 58,466 $362,315 $290,121
========== ========= ========== ==========
Adjusted EBITDA**
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Riverboats $ 35,089 $ 36,738 $167,556 $162,046
Atlantic City 44,402 17,475 163,043 93,602
Northern Nevada 10,180 10,162 69,035 66,232
Southern Nevada 20,671 21,561 81,041 67,760
Managed and Other 11,000 2,843 26,710 13,302
Corporate Expense and Other (10,563) (4,287) (39,876) (25,360)
---------- --------- ---------- ----------
Total $110,779 $ 84,492 $467,509 $377,582
========== ========= ========== ==========
</TABLE>
* Other operating profit for the fourth quarter and year ended December 31,
1998 includes the amortization expense for the unallocated excess purchase
price over the value of the net assets acquired related to the Showboat,
Inc., acquisition, which closed on June 1, 1998.
** Earnings before interest, income taxes, depreciation, amortization,
project opening costs, write-downs and reserves, venture restructuring costs,
Missouri initiative costs, management contract termination fees and gains on
sales of equity interests and non-operating assets.
