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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 16, 1996
AMERICAN WAGERING, INC.
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(Exact name of registrant as specified in its charter).
Nevada 000-20685 880344658
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(State or other jurisdiction (Commission IRS Employer
of incorporation File Number) Identification No.)
675 Grier Drive, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (702) 735-0101
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The Company files herewith by amendment the unaudited, condensed
combined financial statements as of and for the three months ended
March 31, 1995 and 1996 and the notes thereto for BSRB Resort Hotels
and B-P Gaming Corporation, businesses acquired by the Company on
May 15, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN WAGERING, INC.
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(Registrant)
Date: June 25, 1996 By: /s/ Robert D. Ciunci
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Robert D. Ciunci
Executive Vice President and
Chief Financial Officer
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BSRB RESORT HOTELS AND B-P GAMING CORPORATION
---------------------------------------------
UNAUDITED CONDENSED COMBINED BALANCE SHEET - MARCH 31, 1996
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ASSETS
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CURRENT ASSETS:
Cash and cash equivalents $ 788,437
Other 278,892
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Total current assets 1,067,329
PROPERTY AND EQUIPMENT, net 1,946,982
OTHER ASSETS 48,406
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$ 3,062,717
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LIABILITIES AND OWNERS' DEFICIT
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CURRENT LIABILITIES:
Current portion long-term debt $ 93,332
Other 304,099
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Total current liabilities 397,431
LONG-TERM DEBT 2,671,339
OWNERS' DEFICIT (6,053)
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$ 3,062,717
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The accompanying notes are an integral part of this balance sheet.
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BSRB RESORT HOTELS AND B-P GAMING CORPORATION
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UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS
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FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
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1995 1996
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OPERATING REVENUES:
Hotel revenue $ 474,596 $ 602,551
Food revenue 289,466 333,179
Casino revenue 123,875 154,397
Other revenue 36,818 51,052
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924,755 1,141,179
Less promotional allowances 15,604 30,718
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Net operating revenues 909,151 1,110,461
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OPERATING COSTS AND EXPENSES:
Direct costs and expenses:
Hotel expenses 312,742 298,833
Food expenses 249,778 287,303
Casino expenses 46,692 62,736
Other operating expenses:
General and administrative expenses 108,969 202,773
Utilities 33,836 35,267
Depreciation and amortization 57,994 53,584
Rental expenses 40,104 46,071
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Total operating costs and expenses 850,115 986,567
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OPERATING INCOME 59,036 123,894
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OTHER INCOME (EXPENSE):
Rental and other income (369) 53,185
Interest expense (57,364) (58,918)
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Total other income (expense) (57,733) (5,733)
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NET INCOME (LOSS) BEFORE INCOME TAXES 1,303 118,161
PROVISION FOR INCOME TAXES - -
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NET INCOME (LOSS) $ 1,303 $ 118,161
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The accompanying notes are an integral part of these financial statements.
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BSRB RESORT HOTELS AND B-P GAMING CORPORATION
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UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH FLOWS
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FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
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<TABLE>
<CAPTION>
1995 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,303 $ 118,161
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Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 57,994 53,584
Changes in assets and liabilities:
Decrease (increase) in assets:
Other current assets 70,689 (58,451)
Other assets 402 (24,403)
Increase (decrease) in liabilities:
Other current liabilities (28,405) 31,147
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Total adjustments 100,680 1,877
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Net cash provided by operating activities 101,983 120,038
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CASH FLOWS FROM INVESTING ACTIVITIES --
Purchases of property and equipment (25,408) (6,625)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net 498 545,593
Net distributions (8,162) (110,000)
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Net cash provided by (used in) financing activities (7,664) 435,593
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NET INCREASE IN CASH 68,911 549,006
CASH AND CASH EQUIVALENTS, beginning of period 263,409 239,431
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CASH AND CASH EQUIVALENTS, end of period $ 332,320 $ 788,437
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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BSRB RESORT HOTELS AND B-P GAMING CORPORATION
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NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
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MARCH 31, 1995 AND 1996
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1. Information and Disclosure
The accompanying unaudited financial statements do not include all
information and disclosures required for fair presentation by generally
accepted accounting principles. However, in the opinion of management,
the accompanying unaudited financial statements contain all adjustments
(consisting of normal recurring accruals) considered necessary to
present fairly the financial position of the Company at March 31, 1996
and the results of operations and cash flows for the three months ended
March 31, 1995 and 1996. The audited financial statements as of and for
the years ended December 31, 1995 and 1994 and the notes thereto,
included in American Wagering, Inc.'s SB-2 Registration Statement
effective May 10, 1996, should be read in conjunction with these
interim financial statements.
2. Period Results Not Indicative of the Full Year
The results of operations for the three month periods ended March 31,
1995 and 1996 are not necessarily indicative of the results to be
expected for the full calendar year.
3. Restructuring
On April 1, 1995 Bruyea Pond Las Vegas, a Nevada general partnership,
was dissolved in connection with the purchase of a partner's fifty
percent interest by Leroy's Hotel Corporation, a Nevada corporation.
The partnership has been succeeded by BSRB Resort Hotels, also a Nevada
general partnership. The accompanying financial statements include the
results of operations of BSRB Resort Hotels and its predecessor as if
no change in the legal entity had occurred.
4. Long-Term Debt
In March, 1996, BSRB Resort Hotels borrowed $2.5 million under a bank
promissory note, a portion of the proceeds of which were used to repay
bank debt of approximately $2.0 million. The new agreement has an
interest rate of prime (8.5% at March 31, 1996) plus 1.75%, is payable
in monthly installments of principal and interest of approximately
$25,000 with the balance of approximately $2.3 million due in May,
2001.
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5. Subsequent Event
On May 15, 1996, American Wagering, Inc. (the parent of Leroy's Hotel
Corporation, see Note 3) completed a public offering of its stock. The
initial public offering price was $6.00 a share, with 2,250,000 shares
being offered, not including the 337,500 shares associated with the
underwriters' over-allotment option. A portion of the proceeds of the
offering was used to purchase the remaining fifty percent interest in
BSRB Resort Hotels and B-P Gaming Corporation. This acquisition has
resulted in the dissolution of BSRB Resort Hotels, the operations of
which became wholly-owned by Leroy's Hotel Corporation. In addition,
B-P Gaming Corporation became a wholly-owned subsidiary of American
Wagering, Inc.
