<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1997
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ---------------------
Commission file number 33-69768
-----------------------------
PRT FUNDING CORP.
PRATT CASINO CORPORATION
------------------------
(Exact name of each Registrant as specified in its charter)
DELAWARE 75-2502289
DELAWARE 75-2502292
- --------------------------------- --------------
(States or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification No.'s)
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK, 9TH FLOOR
ATLANTIC CITY, NEW JERSEY 08401
- ---------------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
(Registrants' telephone number, including area code): (609) 441-0704
--------------
TWO GALLERIA TOWER, SUITE 2200,
-------------------------------
13455 NOEL ROAD, LB48, DALLAS, TEXAS 75240
-------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report.)
Indicate by check mark whether each of the Registrants (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
Registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
------ -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
REGISTRANT CLASS OUTSTANDING AT
NOVEMBER 11, 1997
- ----------------------- ----------------------------- -----------------
PRT Funding Corp. Common Stock, $1.00 par value 1,000 shares
Pratt Casino Corporation Common Stock, $1.00 par value 1,000 shares
Each of the Registrants meet 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.
1
<PAGE>
PRT FUNDING CORP.
PRATT CASINO CORPORATION
PART 1: FINANCIAL INFORMATION
- -----------------------------
INTRODUCTORY NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------
The registered securities consist of 11 5/8% Senior Notes (the "PRT Funding
Notes") in the principal amount of $85,000,000 due April 15, 2004 issued by PRT
Funding Corp. ("PRT Funding") and listed on the American Stock Exchange. PRT
Funding is wholly owned by Pratt Casino Corporation ("PCC"), a Delaware
corporation and an indirect wholly owned subsidiary of Greate Bay Casino
Corporation ("GBCC"), also a Delaware corporation. GBCC is an American Stock
Exchange listed company subject to the reporting requirements of the Securities
Act of 1934. PRT Funding's obligations are unconditionally guaranteed as to the
timely payment of principal, premium, if any, and interest by PCC. PRT Funding
and PCC have principal executive offices at Indiana Avenue and Brighton Park,
9th Floor, Atlantic City, New Jersey 08401.
PRT Funding was organized during September 1993 as a special purpose
subsidiary of PCC for the purpose of borrowing funds through the issuance of the
PRT Funding Notes for the benefit of PCC and certain of its subsidiaries.
Greate Bay Hotel and Casino, Inc. ("GBHC"), a wholly owned subsidiary of PCC,
owns the Sands Hotel and Casino located in Atlantic City, New Jersey (the
"Sands"). Historically, the Sands' gaming operations have been highly seasonal
in nature, with the peak activity occurring from May to September. Consequently,
the results of operations for the three and nine month periods ended September
30, 1997 are not necessarily indicative of the operating results to be reported
for the full year. The Sands is managed by New Jersey Management, Inc.
("NJMI"), which is also a subsidiary of PCC. The principal executive offices of
GBHC are located at the Sands Administrative and Employee Services Complex, 136
South Kentucky Avenue, Atlantic City, New Jersey 08401, telephone (609) 441-
4000.
PCC is the sole limited partner of Pratt Management, L.P. ("PML"), a limited
partnership which, since February 17, 1994, manages a riverboat gaming facility
located in Aurora, Illinois (the "Aurora Casino") owned by Hollywood Casino
Corporation ("HCC"). Prior to December 31, 1996, HCC owned approximately 80% of
the outstanding common stock of GBCC; such stock was distributed by HCC to its
shareholders. Effective April 1, 1997, HCC acquired the general partnership
interest in PML from another subsidiary of GBCC. PCC also receives, pursuant to
a ten-year consulting agreement, a monthly consulting fee of $100,000 from a
subsidiary of HCC which in August 1994 opened a gaming and lodging facility in
Tunica County, Mississippi (the "Tunica Casino"). Debt service on the PRT
Funding Notes is funded primarily from management fees earned by NJMI from the
Sands, from distributions made to PCC by PML (resulting from fees generated from
the management of the Aurora Casino) and from consulting fees earned from the
Tunica Casino, supplemented by dividends, if any, received from GBHC.
The financial statements of PRT Funding and the consolidated financial
statements of PCC as of September 30, 1997 and for the three and nine month
periods ended September 30, 1997 and 1996 have been prepared without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of management, their respective financial statements contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly their respective financial positions as of September 30, 1997,
their results of operations for the three and nine month periods ended September
30, 1997 and 1996 and cash flows for the nine month periods ended September 30,
1997 and 1996.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in PRT
Funding and PCC's 1996 Annual Report on Form 10-K.
2
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 14,000 $ 1,141,000
Interest receivable from affiliates 8,087,000 3,972,000
Due from affiliate 1,130,000 -
------------ ------------
Total current assets 9,231,000 5,113,000
------------ ------------
Notes receivable from affiliates 100,000,000 100,000,000
------------ ------------
$109,231,000 $105,113,000
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accrued interest payable $ 9,184,000 $ 5,068,000
Other current liabilities 1,000 2,000
Due to affiliates 18,000 17,000
------------ ------------
Total current liabilities 9,203,000 5,087,000
------------ ------------
Long-term debt 85,000,000 85,000,000
------------ ------------
Notes payable to affiliates 15,000,000 15,000,000
------------ ------------
Shareholder's equity:
Common stock, $1.00 par value per
share, 1,000 shares authorized
and outstanding 1,000 1,000
Retained earnings 27,000 25,000
------------ ------------
Total shareholder's equity 28,000 26,000
------------ ------------
$109,231,000 $105,113,000
============ ============
</TABLE>
The accompanying introductory notes and notes to financial
statements are an integral part of these balance sheets.
3
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1997 1996
---------- -----------
<S> <C> <C>
Revenues:
Interest income $3,018,000 $3,031,000
---------- ----------
Expenses:
Interest expense 3,018,000 3,018,000
---------- ----------
Income before income taxes - 13,000
Income tax provision - (2,000)
---------- ----------
Net income $ - $ 11,000
========== ==========
</TABLE>
The accompanying introductory notes and notes to financial
statements are an integral part of these financial statements.
4
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1997 1996
----------- -----------
<S> <C> <C>
Revenues:
Interest income $9,059,000 $9,071,000
---------- ----------
Expenses:
Interest expense 9,056,000 9,056,000
---------- ----------
Income before income taxes 3,000 15,000
Income tax provision (1,000) (2,000)
---------- ----------
Net income $ 2,000 $ 13,000
========== ==========
</TABLE>
The accompanying introductory notes and notes to financial
statements are an integral part of these financial statements.
5
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,000 $ 13,000
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Increase in receivable from affiliates (5,244,000) (3,019,000)
Increase in accrued interest payable 4,116,000 4,116,000
Net change in other current assets
and liabilities (1,000) 2,000
----------- -----------
Net cash (used in) provided by operating activities (1,127,000) 1,112,000
Cash and cash equivalents at beginning of period 1,141,000 18,000
----------- -----------
Cash and cash equivalents at end of period $ 14,000 $ 1,130,000
=========== ===========
</TABLE>
The accompanying introductory notes and notes to financial
statements are an integral part of these financial statements.
6
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION AND OPERATIONS
PRT Funding Corp. ("PRT Funding"), a Delaware corporation, was incorporated
on September 29, 1993. PRT Funding is a wholly owned subsidiary of Pratt Casino
Corporation ("PCC"), which is an indirect, wholly owned subsidiary of Greate Bay
Casino Corporation ("GBCC"). Both PCC and GBCC are also Delaware corporations.
PCC was incorporated in September 1993 and, on February 17, 1994, acquired
through capital contributions by its parent, all of the outstanding capital
stock of Greate Bay Hotel and Casino, Inc. ("GBHC"), which owns the Sands Hotel
and Casino in Atlantic City, New Jersey (the "Sands"). The Sands is managed by
New Jersey Management, Inc. ("NJMI"), a New Jersey corporation and also a
subsidiary of PCC. Substantially all of PCC's assets are attributable to the
Sands. PCC also earns management and consulting fees with respect to gaming
facilities owned by Hollywood Casino Corporation ("HCC"), a Delaware corporation
which, prior to December 31, 1996, owned approximately 80% of the outstanding
common stock of GBCC.
PRT Funding was formed for the purpose of borrowing $85,000,000 for the
benefit of PCC and its affiliates. PRT Funding has no operations and is
dependent on the repayment of its notes due from various affiliates for
servicing its debt obligations. Administrative services for PRT Funding are
provided by other GBCC subsidiaries at no charge. The cost of such services is
not significant.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The financial statements as of September 30, 1997 and for the three and nine
month periods ended September 30, 1997 and 1996 have been prepared by PRT
Funding without audit. In the opinion of management, the financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of PRT Funding as of
September 30, 1997 and the results of its operations for the three and nine
month periods ended September 30, 1997 and 1996 and cash flows for the nine
month periods ended September 30, 1997 and 1996.
(2) LONG-TERM DEBT
On February 17, 1994, PRT Funding issued $85,000,000 of unsecured senior
notes due April 15, 2004 (the "PRT Funding Notes"). Interest on the PRT Funding
Notes accrues at the rate of 11 5/8% per annum, payable semiannually commencing
October 15, 1994. The PRT Funding Notes are redeemable at the option of the
issuer, in whole or in part, on or after April 15, 1999 at stated redemption
prices ranging up to 104.36% of par plus accrued interest. The indenture to the
PRT Funding Notes contains various provisions which, among other things,
restrict the ability of certain subsidiaries of PCC to pay dividends to GBCC, to
merge, consolidate or sell substantially all of their assets or to incur
additional indebtedness beyond certain limitations. The indenture also contains
certain cross default provisions with outstanding debt of other PCC
subsidiaries. Proceeds of the PRT Funding Notes were loaned to various
affiliates of PRT Funding on the same terms.
7
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
On February 17, 1994, PRT Funding issued $15,000,000 of junior subordinated
notes due in February 2005 (the "Junior Subordinated Notes") to HCC, and loaned
the proceeds to various affiliates on the same terms. Principal totaling
$6,262,000 with respect to the Junior Subordinated Notes was subsequently
assigned to GBCC by HCC in recognition of tax net operating losses of GBCC used
by HCC. The remaining $8,738,000 of Junior Subordinated Notes, together with
interest accrued thereon, was assigned to GBCC by HCC in connection with the
distribution of its stock in GBCC to HCC's shareholders on December 31, 1996.
Interest on the Junior Subordinated Notes accrues at the rate of 14 5/8% per
annum and is payable semiannually commencing August 17, 1994, with payment
subject to PCC, the guarantor, meeting certain financial coverage and other
payment restriction tests required by the indenture for the PRT Funding Notes.
Because PCC has not met the financial coverage tests, interest has not been paid
during 1997 and was not paid during 1996. At September 30, 1997 and December
31, 1996, accrued interest of $4,656,000 and $3,010,000, respectively, was
payable to GBCC and is included in interest payable in the accompanying balance
sheets.
Interest paid amounted to $4,940,000 during each of the nine month periods
ended September 30, 1997 and 1996.
(3) INCOME TAXES
PRT Funding is included in the consolidated federal income tax return of GBCC
and, for periods prior to December 31, 1996, was included in the consolidated
federal income tax return of HCC, GBCC's parent prior to that date. Pursuant to
agreements between PCC and GBCC, PRT Funding's provision for federal income
taxes is calculated as if a separate federal return were filed. There are no
timing differences resulting in deferred income taxes. For the nine month
periods ended September 30, 1997 and 1996, no payments were made under the tax
allocation agreements. At September 30, 1997 and December 31, 1996, $6,000 and
$5,000, respectively, are included in due to affiliates on the accompanying
balance sheets representing taxes currently payable under the agreements.
8
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- --------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 16,648,000 $ 18,650,000
Short-term investments - 2,000,000
Accounts receivable, net of allowances
of $14,539,000 and $15,524,000,
respectively 9,198,000 10,114,000
Inventories 3,545,000 3,873,000
Due from affiliates 1,776,000 2,541,000
Refundable deposits and other
current assets 4,290,000 3,197,000
------------- -------------
Total current assets 35,457,000 40,375,000
------------- -------------
Investment in Limited Partnership 1,973,000 1,746,000
------------- -------------
Property and Equipment:
Land 38,093,000 38,093,000
Buildings and improvements 185,508,000 185,508,000
Operating equipment 93,216,000 91,868,000
Construction in progress 2,104,000 1,535,000
------------- -------------
318,921,000 317,004,000
Less - accumulated depreciation and
amortization (170,201,000) (160,989,000)
------------- -------------
Net property and equipment 148,720,000 156,015,000
------------- -------------
Other Assets:
Obligatory investments 7,604,000 6,382,000
Due from affiliates 18,819,000 17,895,000
Deferred financing costs 6,782,000 7,653,000
Other assets 4,072,000 4,220,000
------------- -------------
Total other assets 37,277,000 36,150,000
------------- -------------
$ 223,427,000 $ 234,286,000
============= =============
</TABLE>
The accompanying introductory notes and notes to consolidated financial
statements are an integral part of these consolidated balance sheets.
9
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDER'S DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- --------------
<S> <C> <C>
Current Liabilities:
Current maturities of long-term debt $ 5,013,000 $ 2,512,000
Short-term credit facilities - 2,000,000
Short-term borrowings from affiliates 8,000,000 6,500,000
Accounts payable 6,442,000 7,906,000
Accrued liabilities -
Salaries and wages 4,836,000 4,986,000
Interest 14,590,000 14,758,000
Insurance 3,124,000 3,117,000
Other 7,431,000 6,684,000
Due to affiliates 666,000 1,195,000
Other 3,799,000 5,431,000
------------- -------------
Total current liabilities 53,901,000 55,089,000
------------- -------------
Long-Term Debt 277,921,000 282,930,000
------------- -------------
Other Noncurrent Liabilities 1,359,000 1,372,000
------------- -------------
Commitments and Contingencies
Shareholder's Deficit:
Common stock $1.00 par value per share,
1,000 shares authorized and outstanding 1,000 1,000
Accumulated deficit (109,755,000) (105,106,000)
------------- -------------
Total shareholders' deficit (109,754,000) (105,105,000)
------------- -------------
$ 223,427,000 $ 234,286,000
============= =============
</TABLE>
The accompanying introductory notes and notes to consolidated financial
statements are an integral part of these consolidated balance sheets.
10
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Casino $63,272,000 $65,820,000
Rooms 2,713,000 2,660,000
Food and beverage 9,043,000 9,167,000
Other 1,475,000 1,835,000
----------- -----------
76,503,000 79,482,000
Less - promotional allowances (6,962,000) (7,462,000)
----------- -----------
Net revenues 69,541,000 72,020,000
----------- -----------
Expenses:
Casino 52,384,000 56,265,000
Rooms 630,000 405,000
Food and beverage 3,105,000 3,149,000
Other 908,000 1,296,000
General and administrative 3,593,000 3,696,000
Depreciation and amortization 3,440,000 5,103,000
----------- -----------
Total expenses 64,060,000 69,914,000
----------- -----------
Income from operations 5,481,000 2,106,000
----------- -----------
Non-operating income (expense):
Interest income 438,000 421,000
Interest expense (8,272,000) (8,275,000)
Gain on disposal of assets 22,000 -
Equity in earnings of limited
partnership 1,974,000 1,662,000
----------- -----------
Total non-operating expense, net (5,838,000) (6,192,000)
----------- -----------
Loss before income taxes (357,000) (4,086,000)
Income tax benefit (provision) 134,000 (110,000)
----------- -----------
Net loss $ (223,000) $(4,196,000)
=========== ===========
</TABLE>
The accompanying introductory notes and notes to consolidated financial
statements are an integral part of these consolidated statements.
11
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1997 1996
------------- -------------
<S> <C> <C>
Revenues:
Casino $183,425,000 $188,735,000
Rooms 7,405,000 7,049,000
Food and beverage 25,420,000 26,478,000
Other 3,987,000 5,432,000
------------ ------------
220,237,000 227,694,000
Less - promotional allowances (19,418,000) (21,616,000)
------------ ------------
Net revenues 200,819,000 206,078,000
------------ ------------
Expenses:
Casino 152,789,000 169,243,000
Rooms 1,897,000 1,675,000
Food and beverage 8,325,000 8,337,000
Other 2,053,000 2,488,000
General and administrative 10,770,000 11,813,000
Depreciation and amortization 11,152,000 15,593,000
------------ ------------
Total expenses 186,986,000 209,149,000
------------ ------------
Income (loss) from operations 13,833,000 (3,071,000)
------------ ------------
Non-operating income (expense):
Interest income 1,312,000 1,326,000
Interest expense (24,894,000) (24,502,000)
Gain on disposal of assets 46,000 13,000
Equity in earnings of limited
partnership 4,752,000 4,416,000
------------ ------------
Total non-operating expense, net (18,784,000) (18,747,000)
------------ ------------
Loss before income taxes and extraordinary item (4,951,000) (21,818,000)
Income tax provision (8,000) (4,348,000)
------------ ------------
Loss before extraordinary item (4,959,000) (26,166,000)
Gain on early extinguishment of debt 310,000 -
------------ ------------
Net loss $ (4,649,000) $(26,166,000)
============ ============
</TABLE>
The accompanying introductory notes and notes to consolidated financial
statements are an integral part of these consolidated statements.
12
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1997 1996
------------ -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(4,649,000) $(26,166,000)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Extraordinary item (310,000) -
Depreciation and amortization 11,152,000 15,593,000
Gain on sale of assets (46,000) -
Provision for doubtful accounts 2,265,000 1,562,000
Equity in earnings of limited partnership (4,752,000) (4,416,000)
Dividends received from limited partnership 4,525,000 4,771,000
Deferred income tax provision - 4,348,000
Increase in accounts receivable (1,349,000) (793,000)
(Decrease) increase in accounts payable and other accrued liabilities (1,029,000) 82,000
Net change in other current assets and liabilities (2,338,000) (767,000)
Net change in other noncurrent assets and liabilities (878,000) (988,000)
----------- ------------
Net cash provided by (used in) operating activities 2,591,000 (6,774,000)
----------- ------------
INVESTING ACTIVITIES:
Net property and equipment additions (1,917,000) (4,668,000)
Obligatory investments (2,089,000) (2,248,000)
Proceeds from disposal of assets 46,000 -
Short-term investment 2,000,000 (2,000,000)
----------- ------------
Net cash used in investing activities (1,960,000) (8,916,000)
----------- ------------
FINANCING ACTIVITIES:
(Repayments) borrowings on short-term credit facilities (2,000,000) 2,000,000
Deferred financing costs - (10,000)
Repayments of long-term debt (2,133,000) (8,000)
Borrowings from affiliates 1,500,000 6,500,000
----------- ------------
Net cash (used in) provided by financing activities (2,633,000) 8,482,000
----------- ------------
Net decrease in cash and cash equivalents (2,002,000) (7,208,000)
Cash and cash equivalents at beginning of period 18,650,000 25,606,000
----------- ------------
Cash and cash equivalents at end of period $16,648,000 $ 18,398,000
=========== ============
</TABLE>
The accompanying introductory notes and notes to consolidated financial
statements are an integral part of these consolidated statements.
13
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
Pratt Casino Corporation ("PCC") is a Delaware corporation and a wholly owned
subsidiary of PPI Corporation, a New Jersey corporation and a wholly owned
subsidiary of Greate Bay Casino Corporation ("GBCC"). On February 17, 1994, PCC
acquired, through capital contributions by its parent, all of the outstanding
stock of Greate Bay Hotel and Casino, Inc. ("GBHC"), a New Jersey corporation,
which owns the Sands Hotel and Casino in Atlantic City, New Jersey (the
"Sands"). The Sands is managed by New Jersey Management, Inc. ("NJMI") which
also became a wholly owned subsidiary of PCC through a capital contribution by
its parent. Substantially all of PCC's assets are attributable to the Sands.
PCC also earns management and consulting fees with respect to gaming facilities
owned by Hollywood Casino Corporation ("HCC") which, prior to December 31, 1996,
owned approximately 80% of the outstanding common stock of GBCC.
GB Property Funding Corp. ("GB Property Funding"), a Delaware corporation and
a wholly owned subsidiary of PCC, was incorporated on September 29, 1993 for the
purpose of borrowing funds through the issuance of $185,000,000 of ten-year,
nonrecourse first mortgage notes for the benefit of GBHC. PRT Funding Corp.
("PRT Funding"), also a Delaware corporation and a wholly owned subsidiary of
PCC, was incorporated on September 29, 1993 for the purpose of borrowing funds
through the issuance of $85,000,000 of unsecured notes for the benefit of PCC
and its affiliates. GB Property Funding and PRT Funding completed their
respective debt offerings on February 17, 1994 (see Note 3) and the proceeds
were loaned to various affiliates.
The accompanying consolidated financial statements include the accounts and
operations of PCC, NJMI and GBHC; all significant intercompany balances and
transactions have been eliminated.
PCC estimates that a significant amount of the Sands' revenues are derived
from patrons living in southeastern Pennsylvania, northern New Jersey and
metropolitan New York City. Competition in the Atlantic City gaming market is
intense and management believes that this competition will continue or intensify
in the future.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
PCC is self insured for a portion of its general liability insurance, certain
health care and other liability exposures. Accrued insurance includes estimates
of such accrued liabilities based on an evaluation of the merits of individual
claims and historical claims experience; accordingly, PCC's ultimate liability
may differ from the amounts accrued.
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets" requires, among other things, that an entity
review its long-lived assets and certain related intangibles for impairment
whenever changes in circumstances indicate that the carrying amount of an asset
14
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
may not be fully recoverable. As a result of its review, PCC does not believe
that any material impairment currently exists related to its long-lived assets.
The consolidated financial statements as of September 30, 1997 and for the
three and nine month periods ended September 30, 1997 and 1996 have been
prepared by PCC without audit. In the opinion of management, these consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the consolidated financial
position of PCC as of September 30, 1997, the results of its operations for the
three and nine month periods ended September 30, 1997 and 1996 and cash flows
for the nine month periods ended September 30, 1997 and 1996.
The accompanying consolidated financial statements have been prepared
assuming PCC will continue as a going concern. Operating results for the first
six months of 1997 at the Sands, which is PCC's most significant operation,
reflected a substantial improvement over 1996 and were on target with
management's operating plan due to mild winter weather conditions compared to a
year ago, an abatement of the intense marketing competition for bus customers
and implementation of cost containment measures. The Sands' operating results
for the third quarter, although improved from the prior year period results,
were significantly below its operating plan. Accordingly, the Sands has
incurred an operating cash flow deficit of $1,698,000 through the third quarter
of 1997 and, consequently, cash reserves have been reduced. October operating
results continued to be below management's operating plan. In order to meet its
debt service requirements of approximately $12,500,000 in January 1998, the
Sands will require financial assistance from affiliated companies or other
sources. The availability of additional borrowings from GBCC and other
subsidiaries of GBCC during the remainder of 1997 is limited. Hollywood Casino
Corporation ("HCC") which, prior to December 31, 1996, owned approximately 80%
of the outstanding common stock of GBCC, loaned $6,500,000 to GBCC in 1996 for
use by the Sands (see Note 5); HCC is subject to certain indenture provisions
which restrict its ability to provide ongoing financial support to an additional
$3,500,000. There is no assurance that HCC, which is no longer the parent of
GBCC, or GBCC will agree to provide such additional financial support, if
needed.
(2) SHORT-TERM CREDIT FACILITIES
As of December 31, 1996, GBHC had $2,000,000 outstanding under a bank line of
credit. Borrowings under the line of credit were guaranteed to the extent of
$2,000,000 by PCC, which pledged a certificate of deposit in the face amount of
$2,000,000 as collateral for the line of credit. The line of credit was repaid
upon maturity of the certificate of deposit during January 1997 with proceeds
from affiliate borrowings (see Note 5) and the line of credit was cancelled.
15
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(3) LONG-TERM DEBT AND PLEDGE OF ASSETS
Substantially all of PCC's assets are pledged in connection with long-term
indebtedness of its subsidiaries.
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- -------------
<S> <C> <C>
10 7/8% first mortgage notes, due 2004 (a) $182,500,000 $185,000,000
11 5/8% senior notes, due 2004 (b) 85,000,000 85,000,000
14 5/8% junior subordinated notes, due 2005 (c) 15,000,000 15,000,000
Other 434,000 442,000
------------ ------------
Total indebtedness 282,934,000 285,442,000
Less - current maturities (5,013,000) (2,512,000)
------------ ------------
Total long-term debt $277,921,000 $282,930,000
============ ============
</TABLE>
(a) On February 17, 1994, GB Property Funding issued $185,000,000 of non-
recourse first mortgage notes due January 15, 2004 (the "10 7/8% First
Mortgage Notes") and collateralized by a first mortgage on the Sands.
Interest on the notes accrues at the rate of 10 7/8% per annum, payable
semiannually commencing July 15, 1994. Interest only was payable during the
first three years. Commencing on July 15, 1997, semiannual principal
payments of $2,500,000 are due on each interest payment date with the
balance due at maturity. Such semiannual payments may be made in cash or by
tendering to the trustee 10 7/8% First Mortgage Notes previously purchased
or otherwise acquired by GB Property Funding. GB Property Funding acquired
$2,500,000 face amount of 10 7/8% First Mortgage Notes at a discount during
May 1997 which it used during June to make its July 15, 1997 required
principal payment. The 10 7/8% First Mortgage Notes are redeemable at the
option of the issuer, in whole or in part, on or after January 15, 1999 at
stated redemption prices ranging up to 104.08% of par plus accrued interest.
The indenture for the 10 7/8% First Mortgage Notes contains various
provisions which, among other things, restrict the ability of certain
subsidiaries of PCC to pay dividends to GBCC, to merge, consolidate or sell
substantially all of their assets or to incur additional indebtedness beyond
certain limitations. In addition, the indenture requires the maintenance of
certain cash balances and requires minimum expenditures, as defined in the
indenture, for property and fixture renewals, replacements and betterments
at the Sands.
(b) On February 17, 1994, PRT Funding issued $85,000,000 of unsecured senior
notes due April 15, 2004 (the "PRT Funding Notes"). Interest on the PRT
Funding Notes accrues at the rate of 11 5/8% per annum, payable semiannually
commencing October 15, 1994. The PRT Funding Notes are redeemable at the
option of the issuer, in whole or in part, on or after April 15, 1999 at
stated redemption prices ranging up to 104.36% of par plus accrued interest.
The indenture for the PRT Funding Notes contains various provisions which,
among other things, restrict the ability of
16
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
certain subsidiaries of PCC to pay dividends to GBCC, to merge, consolidate
or sell substantially all of their assets or to incur additional
indebtedness beyond certain limitations. The indenture also contains certain
cross default provisions with the indenture to the 10 7/8% First Mortgage
Notes described in (a) above.
(c) On February 17, 1994, PRT Funding issued $15,000,000 of junior subordinated
notes (the "Junior Subordinated Notes") to HCC. Principal totaling
$6,262,000 with respect to the Junior Subordinated Notes was subsequently
assigned to GBCC by HCC in recognition of tax net operating losses of GBCC
used by HCC. The remaining $8,738,000 of Junior Subordinated Notes,
together with interest accrued thereon, was assigned to GBCC by HCC in
connection with the distribution of its stock in GBCC to HCC's shareholders
on December 31, 1996 . The Junior Subordinated Notes are due in February
2005 and bear interest at the rate of 14 5/8% per annum which, subject to
PCC, the guarantor, meeting certain financial coverage and other payment
restriction tests required by the indenture for the PRT Funding Notes, is
payable semiannually commencing August 17, 1994. Because PCC has not met the
financial coverage tests, interest has not been paid during 1997 and was not
paid during 1996.
Scheduled payments of long-term debt as of September 30, 1997 are set forth
below:
<TABLE>
<CAPTION>
<S> <C>
1997 (three months) $ 4,000
1998 5,013,000
1999 5,014,000
2000 5,016,000
2001 5,017,000
Thereafter 262,870,000
------------
Total $282,934,000
============
</TABLE>
Interest paid amounted to $25,062,000 and $25,239,000, respectively, for the
nine month periods ended September 30, 1997 and 1996.
17
<PAGE>
PRT FUNDING CORP.
(WHOLLY OWNED BY PRATT CASINO CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(4) INCOME TAXES
Components of the income tax benefit (provision) consisted of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ----------------------
1997 1996 1997 1996
------------- ---------- -------- ------------
<S> <C> <C> <C> <C>
Provision for federal
income taxes:
Current $ - $ - $ - $ -
Deferred - (110,000) - (4,300,000)
State income tax benefit
(provision):
Current 134,000 - (8,000) -
Deferred - - - (48,000)
------------- --------- ------- -----------
$134,000 $(110,000) $(8,000) $(4,348,000)
============= ========= ======= ===========
</TABLE>
PCC is included in the consolidated federal income tax return of GBCC and,
for periods prior to December 31, 1996, was included in the consolidated federal
income tax return of HCC, GBCC's parent prior to that date. Pursuant to tax
allocation agreements, PCC's provision for federal income taxes is based on the
amount of tax which would be provided if a separate federal income tax return
were filed. No federal or state tax payments were made during the nine month
periods ended September 30, 1997 and 1996. The payment of GBHC's taxes in
accordance with the tax allocation agreements is subject to the approval of the
New Jersey Casino Control Commission (the "Casino Commission").
Federal and state income tax provisions or benefits are based upon the
estimates of the results of operations for the current period and reflect the
nondeductibility for income tax purposes of certain items, including certain
amortization, meal and entertainment and other expenses.
Deferred income taxes result primarily from the use of the allowance method
rather than the direct write-off method for doubtful accounts, the use of
accelerated methods of depreciation for federal and state income tax purposes
and differences in the timing of deductions taken between tax and financial
reporting purposes for contributions of and adjustments to the carrying value of
certain investment obligations and for vacation and other accruals.
18
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The components of the net deferred tax asset as of September 30, 1997 and
December 31, 1996 were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- -------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward $ 15,494,000 $ 13,720,000
Allowance for doubtful accounts 5,736,000 6,429,000
Other liabilities and accruals 2,987,000 2,732,000
Other 2,360,000 2,037,000
------------ ------------
Total deferred tax assets 26,577,000 24,918,000
------------ ------------
Deferred tax liabilities:
Depreciation and amortization (8,964,000) (8,520,000)
Other (597,000) (597,000)
------------ ------------
Total deferred tax liabilities (9,561,000) (9,117,000)
------------ ------------
Net deferred tax asset 17,016,000 15,801,000
Valuation allowance (17,016,000) (15,801,000)
------------ ------------
$ - $ -
============ ============
</TABLE>
At September 30, 1997, PCC and its subsidiaries have net operating loss
carryforwards ("NOL's") totaling approximately $32 million, none of which expire
before the year 2005 for federal tax purposes and which begin to expire in 1997
for state tax purposes. Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109") requires that the tax benefit of
NOL's and deferred tax assets resulting from temporary differences be recorded
as an asset and, to the extent that management can not assess that the
utilization of all or a portion of such NOL's and deferred tax assets is more
likely than not, a valuation allowance should be recorded. Due to the continued
availability of NOL's originating in prior years for federal and state tax
purposes and the book and tax losses sustained in 1997 to date, management is
unable to determine that the realization of such asset is more likely than not
and, thus, has provided a valuation allowance for the entire deferred tax asset
at both September 30, 1997 and December 31, 1996.
Sales or purchases of PCC's common stock could cause a "change of control",
as defined in Section 382 of the Internal Revenue Code of 1986, as amended,
which would limit the ability of PCC to utilize these loss carryforwards in
later tax periods. Should such a change of control occur, the amount of annual
loss carryforwards available for use would most likely be substantially reduced.
Future treasury regulations, administrative rulings or court decisions may also
effect PCC's future utilization of its loss carryforwards.
19
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Internal Revenue Service is currently examining the consolidated
Federal income tax returns of HCC for the years 1993 and 1994 in which PCC was
included. Management believes that the results of such examination will not
have a material adverse effect on the consolidated financial position of PCC.
Net receivables from and payables to affiliates representing deferred
federal income taxes in connection with the aforementioned tax allocation
agreements were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Due from affiliates - current $1,371,000 $1,728,000
Due from affiliates - noncurrent 9,402,000 9,174,000
Due to affiliate - current - (129,000)
</TABLE>
(5) TRANSACTIONS WITH RELATED PARTIES
GBHC licenses the trade name "Sands" from GBCC, which licenses the name
from an unaffiliated third party. Amounts payable by the Sands under this
agreement are equal to the amounts paid to the unaffiliated third party. Such
charges amounted to $82,000 and $80,000, respectively, for the three month
periods ended September 30, 1997 and 1996 and $222,000 and $211,000,
respectively for the nine month periods ended September 30, 1997 and 1996.
HWCC - Tunica, Inc. ("HCT"), a wholly owned subsidiary of HCC, owns and
operates a gaming and lodging facility in Tunica County, Mississippi (the
"Tunica Casino") which commenced operations in August 1994. Pursuant to a ten-
year consulting agreement with HCT, PCC receives monthly consulting fees of
$100,000. Such fees amounted to $300,000 for each of the three month periods
ended September 30, 1997 and 1996 and $900,000 for each of the nine month
periods ended September 30, 1997 and 1996.
An advance to a GBCC subsidiary in the amount of $5,672,000 was outstanding
as of both September 30, 1997 and December 31, 1996 which accrues interest at
the rate of 16.5% per annum. Interest receivable with respect to this advance
was $3,744,000 and $3,042,000 at September 30, 1997 and December 31, 1996,
respectively. The advance and related interest receivable are both included in
noncurrent due from affiliates in the accompanying consolidated balance sheets.
During the third quarter of 1996 and the first quarter of 1997, GBHC borrowed
a total of $8,000,000 from GBCC for working capital purposes. Such borrowings
accrue interest at the rate of 13 3/4% per annum, payable quarterly commencing
October 1, 1996. Interest accrued on affiliate loans in the amount of
$1,215,000 and $398,000 is included in interest payable in the accompanying
consolidated balance sheets at September 30, 1997 and December 31, 1996,
respectively. Repayment of such borrowings from GBCC and the payment of the
related interest are subject to approval by the Casino Commission.
20
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Interest (expense) income incurred with respect to affiliate advances and
borrowings is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -----------------------
1997 1996 1997 1996
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net borrowings/advances $ (48,000) $ 65,000 $ (116,000) $ 533,000
Junior Subordinated Notes (Note 3) (548,000) (548,000) (1,645,000) (1,645,000)
</TABLE>
Interest due to GBCC on the Junior Subordinated Notes of $4,655,000 and
$3,010,000 is included in interest payable on the accompanying consolidated
balance sheets at September 30, 1997 and December 31, 1996, respectively.
PCC and its subsidiaries perform certain services for other subsidiaries of
GBCC and for HCC and its subsidiaries and invoice those companies for PCC's cost
of providing those services. Similarly, PCC and its subsidiaries are charged
for certain legal, accounting and other expenses incurred by GBCC and HCC and
their respective subsidiaries that relate to PCC's business. Such affiliate
transactions are summarized below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ------------------------
1997 1996 1997 1996
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Billings to affiliates $ 175,000 $ 782,000 $ 784,000 $ 2,419,000
Charges from affiliates (512,000) (850,000) (1,809,000) (2,792,000)
</TABLE>
(6) INVESTMENT IN LIMITED PARTNERSHIP
During February 1994, PCC acquired a limited partnership interest in Pratt
Management, L.P. ("PML"), a limited partnership which, since February 17, 1994,
has managed a riverboat gaming and entertainment complex owned by HCC and
located in Aurora, Illinois (the "Aurora Casino"). PML earned management fees
amounting to $2,668,000 and $2,339,000, respectively, during the three month
periods ended September 30, 1997 and 1996 and $6,840,000 and $6,810,000,
respectively, during the nine month periods ended September 30, 1997 and 1996.
PML also incurred operating and other expenses amounting to $423,000 and
$410,000, respectively, during the three month periods ended September 30, 1997
and 1996 and $1,290,000 and $1,599,000, respectively, during the nine month
periods ended September 30, 1997 and 1996. In accordance with certain terms of
the Partnership Agreement, PCC, as limited partner, receives 1% of the first
$84,000 of net income earned by the partnership each month and 99% of any net
income earned above such amount, with all remaining income distributed to the
general partner.
21
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(7) LITIGATION
PCC's subsidiaries are parties in various legal proceedings with respect to
the conduct of casino and hotel operations. Although a possible range of loss
can not be estimated, in the opinion of management, based upon the advice of
counsel, settlement or resolution of these proceedings should not have a
material adverse impact upon the consolidated financial position or results of
operations of PCC and its subsidiaries. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
such uncertainties.
(8) RECLASSIFICATIONS
Certain reclassifications have been made to the prior year's consolidated
financial statements to conform to the 1997 consolidated financial statement
presentation.
22
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements about
the business, financial condition and prospects of PCC. The actual results
could differ materially from those indicated by the forward-looking statements
because of various risks and uncertainties including, among other things,
changes in competition, economic conditions, tax regulations, state regulations
applicable to the gaming industry in general or PCC in particular, and other
risks indicated in PCC's filings with the Securities and Exchange Commission.
Such risks and uncertainties are beyond management's ability to control and, in
many cases, can not be predicted by management. When used in this Quarterly
Report on Form 10-Q, the words "believes", "estimates", "anticipates" and
similar expressions as they relate to PCC or its management are intended to
identify forward-looking statements.
GENERAL
The Sands earned income from operations of $4.1 million and $9.8 million,
respectively, during the three and nine month periods ended September 30, 1997
compared to income from operations of $1 million and a loss from operations of
$6 million, respectively, reported for the three and nine month periods ended
September 30, 1996. Operating results during the first nine months of 1997 were
favorably impacted by operating efficiencies and by management's decision to
discontinue certain aggressive marketing programs. Operating results during the
first nine months of 1996 were adversely affected by the advent of both
unprecedented and highly aggressive marketing programs instituted by certain
other Atlantic City casinos seeking to increase their market share together with
record snowstorms in January and weekend snowstorms in February. Net revenues
declined for the respective three and nine month periods (to $69.2 million and
$199.9 million in 1997 from $71.7 million and $205.2 million in 1996). However,
operating expenses also decreased significantly, most notably (i) marketing and
advertising costs which decreased by $1.2 million (6.3%) and $8.8 million
(15.3%) during the quarter and nine month period, respectively, as a result of
management's efforts to control costs while maintaining positive gross operating
profit and (ii) salaries and related benefits costs which decreased by $1.6
million (6.5%) and $5 million (6.7%), respectively.
As a result of the foregoing, PCC reported income from operations of $5.5
million and $13.8 million, respectively, for the three and nine month periods
ended September 30, 1997 as compared to income from operations of $2.1 million
and a loss from operations of $3.1 million, respectively, during the same
periods of 1996.
Distributions received from PML amounted to $4.5 million during the first
nine months of 1997. Management fees earned by PML during the three and nine
month periods ended September 30, 1997 were greater than those earned during the
1996 periods by $329,000 and $30,000, respectively, primarily due to improved
revenues at the Aurora Casino as a result of adjustments to increased
competition and the negative impact of area flooding on the third quarter 1996
period revenues. In addition, PCC received $300,000 and $900,000, respectively,
during the three and nine month periods ended September 30, 1997 with respect to
its consulting agreement with the Tunica Casino.
23
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
GAMING OPERATIONS
The following table sets forth certain unaudited financial and operating
data relating to the Sands' operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1997 1996 1997 1996
--------- --------- ---------- ---------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
REVENUES:
Table games $ 19,764 $ 21,170 $ 58,920 $ 61,750
Slot machines 42,726 43,663 122,096 123,934
Other (1) 782 987 2,409 3,051
-------- -------- ---------- ----------
Total $ 63,272 $ 65,820 $ 183,425 $ 188,735
======== ======== ========== ==========
TABLE GAMES:
Gross Wagering
(Drop) (2) $143,483 $161,052 $ 406,116 $ 444,435
======== ======== ========== ==========
Hold Percentages: (3, 4)
Sands 13.8% 13.1% 14.5% 13.9%
Atlantic City 14.6% 15.2% 15.0% 15.5%
SLOT MACHINES:
Gross Wagering
(Handle) (2) $526,470 $535,346 $1,486,379 $1,510,865
======== ======== ========== ==========
Hold Percentages: (3, 4)
Sands 8.1% 8.2% 8.2% 8.2%
Atlantic City 8.4% 8.3% 8.4% 8.3%
</TABLE>
- ----------------------------
(1) Consists of revenues from poker and simulcast horse racing wagering.
(2) Gross wagering consists of the total value of chips purchased for table
games (excluding poker) and keno wagering (collectively, the "drop") and
coins wagered in slot machines ("handle").
(3) Casino revenues consist of the portion of gross wagering that a casino
retains and, as a percentage of gross wagering, is referred to as the "hold
percentage".
(4) The Sands' hold percentages are reflected on an accrual basis. Comparable
data for the Atlantic City gaming industry is not available; consequently,
industry percentages have been calculated based on information available
from the New Jersey Casino Control Commission.
24
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Table game drop at the Sands declined $17.6 million (10.9%) and $38.3
million (8.6%), respectively, during the three and nine month periods ended
September 30, 1997 compared with the same periods of 1996. The Sands' decreases
compare to increases of 0.9% and 3.9%, respectively, in table drop for all other
Atlantic City casinos during the same periods. As a result, the Sands' table
game market share (expressed as a percentage of the Atlantic City industry
aggregate table game drop) decreased to 6.8% and 7%, respectively, during the
three and nine month periods ended September 30, 1997 from 7.6% and 7.9%,
respectively, during the same periods of 1996. The Sands' table game drop
decreases are primarily attributable to declines in patron volume from the
unrated or "mass" segment. Expansions of other Atlantic City casinos resulted
in an increase of approximately 91,000 square feet of gaming space and 80 tables
at September 30, 1997 compared to September 30, 1996. Such expansions typically
result in intense marketing campaigns which lure the "mass" segment to the new
facility. Gaming space at the Sands has remained virtually unchanged since mid-
1996 and the number of table games has decreased by 5.4%. The decline in table
game drop during the second and third quarters of 1997 also reflects
management's decision to discontinue certain promotional activities, including
the use of "special odds" offered at table games, which has caused a decline in
the rated table market segment.
Slot machine handle decreased $8.9 million (1.7%) and $24.5 million (1.6%),
respectively, during the three and nine month periods ended September 30, 1997
compared with the same periods of 1996. The Sands' decreases in slot machine
handle compare with increases of 1.3% and 2.2%, respectively, in handle for all
other Atlantic City casinos. The Sands' average number of slot machines
remained virtually unchanged during 1997 compared to an increase of 8.1% for all
other Atlantic City casinos. The below industry-wide performance in handle
experienced by the Sands is a result of the same competitive pressures resulting
from casino expansions and related marketing campaigns at other properties as
discussed above with respect to table games.
REVENUES
Casino revenues at the Sands, including poker and simulcast horse racing
wagering revenues, decreased slightly by $2.5 million (3.9%) and $5.3 million
(2.8%), respectively, for the three and nine month periods ended September 30,
1997 compared with the same periods of 1996. Decreases in both slot machine and
table game wagering were partially offset by improvements in the table game hold
percentage.
Rooms revenue did not change significantly during the third quarter of 1997
resulting in an increase of $356,000 (5.1%) for the nine month period ended
September 30, 1997 compared with 1996. Such increase was primarily due to an
increase in the average daily rate earned on rooms. Food and beverage revenues
decreased slightly during both the three and nine month periods ended September
30, 1997 compared with the prior year periods as a result of reduced patron
volume, the rescheduling of unit operating hours to increase overall
profitability and the reduction of certain promotional activities. Other
revenues decreased $360,000 (19.6%) and $1.4 million (26.6%), respectively,
during the three and nine month periods ended September 30, 1997 compared to the
1996 periods as a result of replacing ongoing "review show" type entertainment
with less frequent "star show" entertainment.
25
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Promotional allowances represent the estimated value of goods and services
provided free of charge to casino customers under various marketing programs.
As a percentage of rooms, food and beverage and other revenues at the Sands,
these allowances decreased to 53.8% and 54.1% , respectively, during the three
and nine month periods ended September 30, 1997 from 55.8% and 56.8%,
respectively, during the three and nine month periods ended September 30, 1996.
Such decreases are primarily attributable to reductions in certain marketing
programs and other promotional activities.
DEPARTMENTAL EXPENSES
Casino expenses at the Sands decreased $3.9 million (6.9%) and $16.5 million
(9.7%), respectively, during the three and nine month periods ended September
30, 1997 compared with 1996. During 1996, an unprecedented and highly
aggressive industry-wide attempt to increase market share resulted in
significantly higher costs with respect to coin incentive packages. The
abatement of these competitive pressures during 1997 together with management's
ongoing efforts to create operating efficiencies, have significantly reduced
expenses. Such factors have also resulted in a reduction in the allocation of
rooms, food and beverage and other expenses to casino expense.
Rooms expense increased $225,000 (55.6%) and $222,000 (13.3%), respectively,
during the three and nine month periods ended September 30, 1997 compared to the
same periods of 1996. The increase results from a lesser percentage of rooms
being sold on a complimentary basis which has reduced the allocation of room
costs to the casino department. Food and beverage expense did not change
significantly during the 1997 three and nine month periods compared with 1996.
Other expenses decreased by $388,000 (29.9%) and $435,000 (17.5%), respectively,
during the third quarter and first nine months of 1997 compared to the 1996
periods due to cost savings with respect to theater entertainment.
GENERAL AND ADMINISTRATIVE
General and administrative expenses did not change significantly during the
three month period ended September 30, 1997 compared to the same period of 1996.
Such expenses decreased $1 million (8.8%) during the nine month period ended
September 30, 1997 compared to the 1996 period primarily due to reduced overhead
allocations from HCC together with cost containment efforts at the Sands.
DEPRECIATION AND AMORTIZATION
As a result of a revision in the estimated useful life of the Sands'
buildings effective October 1, 1996 and the completion of amortization with
respect to certain of its long-lived assets, PCC's depreciation and amortization
expense for the third quarter and first nine months of 1997 decreased by $1.7
million (32.6%) and $4.4 million (28.5%), respectively, compared to the same
periods during 1996.
INTEREST
Interest income and expense did not change significantly during the three
and nine month periods ended September 30, 1997 compared with the same periods
of 1996.
26
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
EQUITY IN EARNINGS OF LIMITED PARTNERSHIP
During 1994, PCC acquired the limited partnership interest in PML, a limited
partnership which earns management fees from the operation of the Aurora Casino.
The Agreement of Limited Partnership of PML provides for distributions to PCC of
1% of the first $84,000 of net income earned by PML each month and 99% of any
net income earned above such amount, with all remaining income distributed to
the general partner. PCC's equity in the earnings of PML increased $312,000
(18.8%) and $336,000 (7.6%), respectively, during the three and nine month
periods ended September 30, 1997 from the amounts earned in 1996. Such
increases are primarily due to the increase in fees earned by PML for the
management of the Aurora casino during the same periods.
INCOME TAX BENEFIT
PCC's operations are included in GBCC's consolidated federal income tax
return and, for periods through December 31, 1996, were included in HCC's
consolidated federal income tax return. Pursuant to agreements between PCC and
GBCC, PCC's provision for federal income taxes is based on the amount of tax
which would have been provided if a separate return were filed.
As of September 30, 1997, PCC and its subsidiaries have net operating loss
carryforwards ("NOL's") totaling approximately $32 million, none of which expire
before the year 2005 for federal tax purposes and which begin to expire in 1997
for state tax purposes. Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109") requires that the tax benefit of
NOL's and deferred tax assets resulting from temporary differences be recorded
as an asset and, to the extent that management can not assess that the
utilization of all or a portion of such NOL's and deferred tax assets is more
likely than not, a valuation allowance should be recorded. Due to the continued
availability of NOL's originating in prior years for federal and state tax
purposes and the book and tax losses sustained in 1997 to date, management is
unable to determine that the realization of such asset is more likely than not
and, thus, has provided a valuation allowance for the entire deferred tax asset
at September 30, 1997.
EXTRAORDINARY ITEM
A PCC subsidiary acquired $2.5 million of 10 7/8% First Mortgage Notes at a
discount of $375,000 with which to make its scheduled July 1997 principal
payment (see "Liquidity and Capital Resources -Financing Activities" below).
Such gain was partially offset by the write off of associated financing costs,
resulting in a net gain from early extinguishment of debt amounting to $310,000.
INFLATION
Management believes that in the near term, modest inflation, together with
increasing competition within the gaming industry for qualified and experienced
personnel, will continue to cause increases in operating expenses, particularly
labor and employee benefits costs.
27
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
SEASONALITY
Historically, the Sands' operations have been highly seasonal in nature,
with the peak activity occurring from May to September. Consequently, the
results of PCC's operations for the first and fourth quarters are traditionally
less profitable than the other quarters of the fiscal year. Furthermore, the
Aurora Casino has also experienced seasonality, but to a lesser degree than the
Sands, and, as a result, the management fees earned have fluctuated with such
seasonality. In addition, the Sands' and the Aurora Casino's operations may
fluctuate significantly due to a number of factors, including chance. Such
seasonality and fluctuations may materially affect PCC's casino revenues and
profitability.
LIQUIDITY AND CAPITAL RESOURCES
PCC's principal activities and resulting sources of liquidity and capital
resources include the operations of the Sands, management of the Aurora Casino
through PML, and consulting fees for services provided to the Tunica Casino.
Prior to 1996, GBCC's earnings before depreciation, interest, amortization,
taxes and intercompany management fees were sufficient to meet debt service
obligations (other than certain maturities of principal that have been
refinanced) and to fund a substantial portion of its capital expenditures. GBCC
has also used short-term borrowings to fund seasonal cash needs and for certain
capital projects.
OPERATING ACTIVITIES
At September 30, 1997, PCC had consolidated cash and cash equivalents of
$16.6 million. Dividends, tax sharing payments and certain other transfers of
cash from the Sands to PCC or other affiliates of the Sands are restricted by
provisions to the indenture for the 10 7/8% First Mortgage Notes or are subject
to the approval of the New Jersey Casino Control Commission. During the nine
month period ended September 30, 1997, net cash provided by operating activities
was $2.6 million compared with net cash used in operating activities of $6.8
million during the same period of 1996. PCC utilized cash from operations and
short-term borrowings from affiliates during the nine month period ended
September 30, 1997 to make its required principal payment with respect to the 10
7/8% First Mortgage Notes, to repay its $2 million bank line of credit, to fund
capital additions of $1.9 million and to make obligatory investments of $2.1
million.
FINANCING ACTIVITIES
During February 1994, GBCC completed the refinancing of virtually all of its
casino-related outstanding debt (the "GBCC Recapitalization"). The refinancing
was completed through a public offering of $270 million of debt securities
consisting of $185 million of 10 7/8% First Mortgage Notes due January 15, 2004
and $85 million of 11 5/8% PRT Funding Notes due April 15, 2004. Proceeds from
the debt offerings were used, in part, to refinance the Sands' first mortgage
and other indebtedness scheduled to mature in 1994 and to provide partial
funding for an expansion of gaming space at the Sands. As part of the GBCC
Recapitalization, a subsidiary of PCC also issued $15 million of 14 5/8% junior
subordinated notes due in 2005 to HCC; the subsidiary loaned $10 million of such
proceeds to GBHC on the same
28
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
terms. As of December 31, 1996, HCC had assigned the entire principal amount of
the junior subordinated notes to GBCC. Interest on this subordinated affiliate
debt is payable semiannually commencing August 17, 1994, with payment subject to
meeting certain financial coverage and other payment restriction tests required
by the indenture for the PRT Funding Notes. Because PCC has not met the
financial coverage tests, interest has not been paid during 1997 and was not
paid during 1996.
During the third quarter of 1996, GBHC borrowed $6.5 million from GBCC for
working capital purposes with interest at the rate of 13 3/4% per annum payable
quarterly commencing October 1, 1996. During the first quarter of 1997, GBHC
borrowed an additional $1.5 million from GBCC on similar terms. Repayment of
such borrowings and payment of the related accrued interest is subject to
regulatory approval.
GBHC repaid its $2 million bank line of credit during January 1997 and the
line of credit was cancelled.
Commencing in July 1997, semiannual principal payments of $2.5 million are
due with respect to the 10 7/8% First Mortgage Notes. Such semiannual payments
may be made in cash or by tendering to the trustee 10 7/8% First Mortgage Notes
previously purchased or otherwise acquired by GB Property Funding. GB Property
Funding acquired $2.5 million face amount of 10 7/8% First Mortgage Notes at a
discount during May 1997 which it used during June to make its July 15, 1997
required principal payment. Total scheduled maturities of long-term debt during
the remainder of 1997 are $4,000.
CAPITAL EXPENDITURES AND OBLIGATORY INVESTMENTS
Capital expenditures at the Sands during the nine month period ended
September 30, 1997 amounted to $1.9 million and management anticipates capital
expenditures during the remainder of 1997 will be approximately $1 million.
Projects currently planned during 1997 include additional upgrades and
improvements to rooms at the Sands, including its higher-end suite product, and
other departmental expenditures.
The Sands is required by the New Jersey Casino Control Act to make certain
investments with the Casino Reinvestment Development Authority, a governmental
agency which administers the statutorily mandated investments made by casino
licensees. Deposit requirements for the first nine months of 1997 totaled $2.1
million and are anticipated to be approximately $780,000 during the remainder of
1997.
29
<PAGE>
PRATT CASINO CORPORATION AND SUBSIDIARIES
(WHOLLY OWNED BY PPI CORPORATION)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
SUMMARY
Operating results for the first six months of 1997 at the Sands, which is
PCC's most significant operation, reflected a substantial improvement over 1996
and were on target with management's operating plan due to mild winter weather
conditions compared to a year ago, an abatement of the intense marketing
competition for bus customers and implementation of cost containment measures.
The Sands' operating results for the third quarter, although improved from the
prior year period results, were significantly below its operating plan.
Accordingly, the Sands has incurred an operating cash flow deficit of $1.7
million through the third quarter of 1997 and, consequently, cash reserves have
been reduced. October operating results continued to be below management's
operating plan. In order to meet its debt service requirements of approximately
$12.5 million in January 1998, the Sands will require financial assistance from
affiliated companies or other sources. The availability of additional
borrowings from GBCC and other subsidiaries of GBCC during the remainder of 1997
is limited. HCC which, prior to December 31, 1996, owned approximately 80% of
the outstanding common stock of GBCC, loaned $6.5 million to GBCC in 1996 for
use by the Sands (see Note 5); HCC is subject to certain indenture provisions
which restrict its ability to provide ongoing financial support to an additional
$3.5 million. There is no assurance that HCC, which is no longer the parent of
GBCC, or GBCC will agree to provide such additional financial support, if
needed.
30
<PAGE>
PART II: OTHER INFORMATION
- ---------------------------
The Registrants did not file any reports on Form 8-K during the quarter
ended September 30, 1997.
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, each of
the Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRT FUNDING CORP.
PRATT CASINO CORPORATION
------------------------
Registrants
Date: November 12, 1997 By: /s/ John C. Hull
----------------- -----------------
John C. Hull
Principal Accounting Officer
31
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF PRT FUNDING CORP. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000912897
<NAME> PRT FUNDING CORP.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 14 14
<SECURITIES> 0 0
<RECEIVABLES> 9,217 9,217
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 9,231 9,231
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 109,231 109,231
<CURRENT-LIABILITIES> 9,203 9,203
<BONDS> 100,000 100,000
0 0
0 0
<COMMON> 1 1
<OTHER-SE> 27 27
<TOTAL-LIABILITY-AND-EQUITY> 109,231 109,231
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 (3)
<INCOME-PRETAX> 0 3
<INCOME-TAX> 0 1
<INCOME-CONTINUING> 0 2
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 2
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF PRATT CASINO CORPORATION AND SUBSIDIARIES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000912928
<NAME> PRATT CASINO CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 16,648 16,648
<SECURITIES> 0 0
<RECEIVABLES> 23,737 23,737
<ALLOWANCES> 14,539 14,539
<INVENTORY> 3,545 3,545
<CURRENT-ASSETS> 35,457 35,457
<PP&E> 318,921 318,921
<DEPRECIATION> 170,201 170,201
<TOTAL-ASSETS> 223,427 223,427
<CURRENT-LIABILITIES> 53,901 53,901
<BONDS> 277,921 277,921
0 0
0 0
<COMMON> 1 1
<OTHER-SE> (109,755) (109,755)
<TOTAL-LIABILITY-AND-EQUITY> 223,427 223,427
<SALES> 0 0
<TOTAL-REVENUES> 69,541 200,819
<CGS> 0 0
<TOTAL-COSTS> 56,321 162,799
<OTHER-EXPENSES> 5,037 17,124
<LOSS-PROVISION> 706 2,265
<INTEREST-EXPENSE> 7,834 23,582
<INCOME-PRETAX> (357) (4,951)
<INCOME-TAX> (134) 8
<INCOME-CONTINUING> (223) (4,959)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 310
<CHANGES> 0 0
<NET-INCOME> (223) (4,649)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
