<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1997 Commission File Number 0-20648
BOOMTOWN, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-3044204
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 399, Verdi, Nevada 89439-0399
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 345-8643
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ____
On May 14, 1997, the registrant had outstanding 9,282,690 shares of its
common stock, $.01 par value.
<PAGE>
BOOMTOWN, INC.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets, September 30, 1996
and March 31, 1997 . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations For the Three and
Six Months Ended March 31, 1996 and 1997 . . . . . . . . . . 4
Consolidated Condensed Statements of Cash Flows For the
Six Months Ended March 31, 1996 and 1997 . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 17
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . 17
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . 17
Item 4. Submission of Matters to a Vote of Security Holders . . . . 17
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 17
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SCHEDULE OF EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
BOOMTOWN, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, March 31,
1996 1997
-------------- -------------
ASSETS: (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 23,100,628 $ 20,783,332
Accounts receivable, net 941,657 1,489,670
Income taxes receivable 1,814,767 253,857
Inventories 1,725,086 1,943,962
Prepaid expenses 7,333,578 4,908,411
Other current assets 1,761,874 1,567,360
-------------- -------------
Total current assets 36,677,590 30,946,592
Property, plant and equipment at cost, net 145,330,557 147,365,822
Goodwill, net 6,267,473 10,047,599
Notes receivable from a related party 8,685,772 8,685,772
Other assets 9,026,506 10,553,002
-------------- -------------
$205,987,898 $207,598,787
-------------- -------------
-------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 3,812,207 $ 3,436,083
Accrued compensation 3,610,527 3,404,696
Other accrued liabilities 8,823,737 13,852,088
Accrued interest payable 5,004,669 5,012,558
Income taxes payable 750,891 789,160
Long-term debt due within one year 5,031,803 5,253,817
-------------- -------------
Total current liabilities 27,033,834 31,748,402
Long-term debt due after one year 103,729,330 102,949,290
Deferred income taxes 3,183,322 3,380,737
Deferred gain on sale leaseback 112,270 --
Minority interest 1,541,904 --
Contingencies (Note 3)
Stockholders' equity:
Common stock, $.01 par value, 20,000,000 shares authorized,
9,266,193 and 9,282,690 issued and outstanding, at
September 30,1996 and March 31, 1997, respectively,
net of note receivable from stockholder of $221,000 103,652,658 103,774,076
Accumulated deficit (33,265,420) (34,253,718)
-------------- -------------
Total stockholders' equity 70,387,238 69,520,358
-------------- -------------
$205,987,898 $207,598,787
-------------- -------------
-------------- -------------
</TABLE>
See accompanying notes.
3
<PAGE>
BOOMTOWN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1996 1997 1996 1997
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Gaming/hotel operations:
Gaming $46,376,456 $48,555,613 $ 91,369,592 $ 94,122,733
Family entertainment center 1,348,797 1,230,013 2,706,429 2,472,012
Food and beverage 3,869,719 4,183,066 7,583,161 8,190,954
Hotel and recreational vehicle park 1,839,790 1,898,572 3,600,236 3,796,767
Showroom 188,290 206,798 391,889 478,529
Truckstop, service station and mini-mart 2,702,308 2,978,011 5,499,015 6,232,498
Other income 567,384 609,875 1,362,380 1,058,648
----------- ----------- ------------ ------------
56,892,744 59,661,948 112,512,702 116,352,141
COSTS AND EXPENSES:
Gaming/hotel operations:
Gaming 19,287,381 18,999,015 38,087,535 38,221,364
Gaming equipment leases 1,723,874 1,098,199 3,393,118 2,615,472
Family entertainment center 798,203 792,194 1,633,352 1,693,415
Food and beverage 4,957,570 5,487,067 10,312,252 10,948,264
Hotel and recreational vehicle park 788,841 816,712 1,579,121 1,648,648
Showroom 181,987 156,788 331,519 349,126
Truckstop, service station and mini-mart 2,414,363 2,724,434 4,952,678 5,667,698
Marketing 5,435,912 6,642,511 10,887,151 12,700,048
General and administrative 13,602,765 13,326,082 27,267,220 27,477,557
Property Rent 2,341,045 2,386,061 4,659,935 4,700,998
Depreciation and amortization 2,741,555 3,106,890 5,298,147 5,924,861
Future development 159,538 293,027 159,538 618,183
----------- ----------- ------------ ------------
54,433,034 55,828,980 108,561,566 112,565,634
----------- ----------- ------------ ------------
Income from operations 2,459,710 3,832,968 3,951,136 3,786,507
Interest expense, net of capitalized interest (3,492,027) (3,465,204) (6,832,654) (6,955,699)
Interest income 757,147 780,265 1,552,435 1,586,403
Gain on sale of assets 101,190 (73,876) 70,300 (71,866)
----------- ----------- ------------ ------------
Income (loss) before minority interest in
consolidated partnerships and income taxes (173,980) 1,074,153 (1,258,783) (1,654,655)
Minority interest in operations
of consolidated partnerships 240,228 -- 625,076 (95,699)
----------- ----------- ------------ ------------
Income (loss) before income taxes 66,248 1,074,153 (633,707) (1,750,354)
Provision (benefit) for income taxes 17,886 695,502 (325,092) (762,062)
----------- ----------- ------------ ------------
Net income (loss) $ 48,362 $ 378,651 ($ 308,615) ($ 988,292)
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
Net income (loss) per share
of Common Stock $ .01 $ .04 ($ .03) ($ .11)
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
Shares used in calculating net income (loss)
per share of Common Stock 9,552,010 9,829,722 9,242,634 9,275,197
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
</TABLE>
See accompanying notes.
4
<PAGE>
BOOMTOWN, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
1996 1997
-------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 308,615) ($ 988,292)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 5,298,147 5,924,861
Deferred income taxes 150,000 197,415
Minority interests in operations of consolidated partnerships 374,925 95,699
Changes in operating assets and liabilities:
Accounts receivable, net (141,077) (548,013)
Inventories (454,033) (218,876)
Prepaid expenses 1,986,535 2,425,167
Other current assets (11,272) 1,755,424
Other assets (43,796) (1,526,497)
Accounts payable (102,196) (376,124)
Accrued compensation 367,401 (205,831)
Other accrued liabilities (302,208) (147,201)
Accrued interest payable 48,695 7,888
Income taxes payable 226,448 38,269
Pre-payment of property lease (2,480,387) --
Other adjustments, net (493,264) (633,559)
-------------- -------------
Net cash provided by operating activities 4,115,303 5,800,332
-------------- -------------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 201,121 12,720
Payments for purchases of property, plant and equipment (2,750,762) (4,989,585)
Payment for purchase of land option at Biloxi property -- (200,000)
Change in construction related payables (75,995) --
-------------- -------------
Net cash used in investing activities (2,625,636) (5,176,865)
-------------- -------------
Cash flows from financing activities:
Net proceeds from additions to long-term debt 1,063,850 --
Principal payments on long-term debt (1,747,065) (2,940,763)
-------------- -------------
Net cash used in financing activities (683,215) (2,940,763)
-------------- -------------
Net increase (decrease) in cash and cash equivalents 806,452 (2,317,296)
Cash and cash equivalents:
Beginning of period 20,775,459 23,100,628
-------------- -------------
End of period $ 21,581,911 $ 20,783,332
-------------- -------------
-------------- -------------
</TABLE>
See accompanying notes.
5
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND NATURE OF BUSINESS - The accompanying
unaudited consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles and should be read in
conjunction with the Company's 1996 Annual Report filed with the Securities
and Exchange Commission on Form 10-K for the fiscal year ended September 30,
1996. The accounting polices utilized in the preparation of the consolidated
financial information included herein are the same as set forth in such
annual report except as modified for interim accounting policies which are
within the guidelines established in Accounting Principles Board Opinion No. 28.
INTERIM FINANCIAL INFORMATION - The consolidated balance sheet at
September 30, 1996 has been taken from the audited financial statements at
that date. The interim financial information is unaudited. In the opinion
of management, all adjustments considered necessary for a fair presentation
of its financial position at March 31, 1997, the results of operations for
the three and six months ended March 31, 1997 and 1996 and cash flows for the
six months ended March 31, 1997 and 1996, have been included. The Company's
operations are seasonal and thus operating results for the three and six
months ended March 31, 1997 should not be considered indicative of the
results that may be expected for the fiscal year ending September 30, 1997.
RECLASSIFICATIONS - Certain reclassifications have been made to the
fiscal 1996 financial statements to conform to the fiscal 1997 presentation
which are primarily comprised of overhead costs being charged to the
functional departments beginning in fiscal 1997.
The accompanying consolidated financial statements include the
accounts of the Company and all of its subsidiary companies. All significant
intercompany accounts and transactions have been eliminated.
2. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996 MARCH 31, 1997
------------------- --------------
<S> <C> <C>
11.5% First Mortgage Notes (net of unamortized
discount of approximately $2,448,000 and
$2,333,000 as of September 30, 1996 and
March 31, 1997, respectively) $101,052 $101,167
13% note payable 3,227 2,615
11.5% notes payable 1,300 668
12.25% note payable 448 278
Capital lease obligations 2,734 3,475
-------- --------
108,761 108,203
Less amounts due within one year 5,032 5,254
-------- --------
$103,729 $102,949
-------- --------
-------- --------
</TABLE>
6
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
2. LONG-TERM DEBT (continued)
The Company's 13%, 11.5% and 12.25% notes payable are secured by
certain furniture, fixtures and equipment of the Company's subsidiaries. The
notes mature in January 1999, September 1997 and January 1998, respectively.
The capital lease obligations are secured by equipment and mature
between September 1997 and August 1998.
3. CONTINGENCIES
On November 24, 1993, Boomtown completed the private placement of
$103.5 million of 11.5% First Mortgage Notes due November 2003 (the "Notes").
Interest on the Notes is payable semi-annually. The Notes will be
redeemable at the option of the Company, in whole or in part, on or after
November 1, 1998, at a premium to the face amount ($103.5 million) which
decreases on each subsequent anniversary date, plus accrued interest to the
date of redemption. The Notes are secured by substantially all of the
Company's assets.
The Indenture governing the Notes places certain business, financial
and operating restrictions on the Company and its subsidiaries including,
among other things, the incurrence of additional indebtedness, issuance of
preferred equity interests and entering into operating leases; limitations
on dividends; repurchase of capital stock of the Company and redemption of
subordinated debt; limitations on transactions with affiliates; limitations
on mergers, consolidations and sale of assets; limitations on amending
existing partnership and facility construction agreements; and the use of
proceeds from the issuance of Notes. The Company will solicit consent of the
Noteholders in connection with the proposed merger with Hollywood Park and
intends to solicit consent of the Noteholders in connection with the
termination of the Las Vegas lease (both items are described in Note 6).
In October 1994, the Mississippi Gaming Commission adopted a
regulation which requires, as a condition of license or license renewal, for
a gaming establishment's plan to include various expenditures including
parking facilities and infrastructure facilities amounting to at least 25% of
the casino cost. Although the Company believes it has satisfied this
requirement at the Mississippi property, there can be no assurance the
Mississippi Gaming Commission will not require further development on the
casino site including hotel rooms and additional parking facilities.
Additionally, there can be no assurance that the Company will be successful
in completing such a project or that the Company would be able to obtain a
waiver if the Company decides not to build.
4. COMMON STOCK OUTSTANDING AND NET INCOME (LOSS) PER SHARE
Net income per share of Common Stock is computed based on the
weighted average number of shares of Common Stock and dilutive Common Stock
equivalents outstanding during the period. Net loss per share is computed
using the weighted average number of shares of Common Stock outstanding and
common equivalent shares from stock options and warrants are excluded from
the computation because their effect is antidilutive.
7
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
4. COMMON STOCK OUTSTANDING AND NET INCOME (LOSS) PER SHARE (continued)
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, EARNINGS PER SHARE, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact of
Statement 128 on the calculation of primary and fully diluted earnings per
share for these quarters is not expected to be material.
8
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
5. SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
In connection with the First Mortgage Notes issued in November, 1993,
the subsidiaries of the Company (guarantor entities) have guaranteed the
Notes. Summarized consolidating financial information is as follows:
SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
As of and for the six months ended March 31, 1997
(in thousands, unaudited)
<TABLE>
<CAPTION>
GUARANTOR ENTITIES
------------------------------------------------------
Blue Diamond Boomtown Louisiana-I Mississippi-I Elimination's &
Boomtown, Hotel & Hotel & Gaming, Gaming, Reclassifications Boomtown,
Inc. Casino, Inc. Casino, Inc. L.P. L.P. Dr (Cr) Inc.
(parent co.) (1) (2) (3) (4) (5) (consolidated)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current assets $ 22,348 $ 4,837 $ 6,755 $ 5,298 $ 5,199 $ (13,490) $ 30,947
Advances to affiliates 115,349 -- -- -- -- (115,349) --
Non-current assets 48,917 2,651 59,614 60,126 42,137 (36,793) 176,652
---------------------------------------------------------------------------------------------------
$ 186,614 $ 7,488 $ 66,369 $ 65,424 $ 47,336 ($ 165,632) $ 207,599
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Current liabilities $ 11,747 $ 12,889 $ 4,376 $ 6,443 $ 9,783 ($ 13,490) $ 31,748
Non-current liabilities 104,608 -- 138 1,549 35 -- 106,330
Advances from parent -- 35,264 13,036 24,967 42,082 (115,349) --
Equity 70,259 (40,665) 48,819 32,465 (4,564) (36,793) 69,521
---------------------------------------------------------------------------------------------------
$ 186,614 $ 7,488 $ 66,369 $ 65,424 $ 47,336 ($ 165,632) $ 207,599
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Revenues $ -- $ 24,203 $ 28,514 $ 36,451 $ 27,184 $ -- $ 116,352
Income (loss) from operation ($ 1,280) ($ 3,289) ($ 1,313) $ 7,881 $ 1,788 $ -- $ 3,787
Equity in earnings (loss) of
consolidated subsidiaries $ 275 $ -- $ -- $ -- $ -- ($ 275) $ --
Net income (loss) ($ 1,263) ($ 3,662) ($ 1,323) $ 6,249 ($ 893) ($ 96) ($ 988)
Net cash provided by (used in)
operating activities ($ 4,276) ($ 791) $ 1,039 $ 7,943 $ 1,885 $ -- $ 5,800
Net cash used in
investing activities (7) (89) (2,085) (1,552) (1,444) -- (5,177)
Net cash provided by (used in)
financing activities 926 1,128 1,296 (5,780) (511) -- (2,941)
---------------------------------------------------------------------------------------------------
Net increase (decrease) in
cash and cash equivalents (3,357) 248 250 611 (70) -- (2,318)
Cash and cash equivalents:
Beginning of year 10,457 2,563 3,662 3,512 2,907 -- 23,101
---------------------------------------------------------------------------------------------------
End of period $ 7,100 $ 2,811 $ 3,912 $ 4,123 $ 2,837 $ -- $ 20,783
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
(1) Blue Diamond Hotel & Casino, Inc. is a wholly-owned subsidiary
that is consolidated in the accompanying consolidated financial statements.
(2) Boomtown Hotel & Casino, Inc. is a wholly-owned subsidiary that
is consolidated in the accompanying consolidated financial statements. These
amounts do not include the operations of the Company's wholly-owned
subsidiaries which are general partners of the Company's non-wholly-owned
subsidiaries.
9
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
5. SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION (continued)
(3) Louisiana-I Gaming, L.P. is a wholly-owned subsidiary that is
consolidated in the Company's consolidated financial statements.
(4) Mississippi-I Gaming, L.P. is a non wholly-owned subsidiary of
the Company that is consolidated in the Company's consolidated financial
statements.
(5) Eliminations consist of Boomtown, Inc.'s (a) investment in the
guarantor entities, (b) advances to the guarantor and non-guarantor
subsidiaries and (c) equity earnings (loss) of consolidated subsidiaries and
partnerships. The advances are subordinated in right of payment to the
guarantees of the Notes.
6. OTHER EVENTS
PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD PARK") - On
April 23, 1996, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Hollywood Park relating to the strategic combination
of Hollywood Park and the Company. Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein, the Company would
become a wholly-owned subsidiary of Hollywood Park (the "Merger"). Pursuant
to the Merger Agreement, at the effective date of the Merger (the "Effective
Date"), each issued and outstanding share of Boomtown Common Stock will be
converted into the right to receive 0.625 (the "Exchange Ratio"), of a share
of Hollywood Park Common Stock. The Merger is intended to be structured as a
tax-free reorganization.
As of April 23, 1996, the Company had approximately 11,602,432 shares
of Common Stock outstanding and Hollywood Park had approximately 21,093,957
shares of Common Stock outstanding (in each case assuming the exercise of all
outstanding options, warrants, rights or conversion privileges relating to
Common Stock). Upon the consummation of the Merger, it is expected that
former Boomtown stockholders will own approximately 25.6% of the outstanding
shares of Hollywood Park Common Stock (assuming the exercise of all
outstanding options, warrants, rights or conversion privileges relating to
the Company's Common Stock).
At the Effective Date, Hollywood Park's Board of Directors will be
expanded from seven (7) to eleven (11) members and will be comprised of seven
(7) directors selected by Hollywood Park (the "Hollywood Park Directors") and
four (4) directors selected by the Company (the "Boomtown Directors").
Hollywood Park will nominate the initial Company Directors (or replacements
elected by a majority of the Boomtown Directors) for re-election at the first
three annual stockholder meetings following the Effective Date. Upon the
Effective Date and for a period of three years thereafter the Executive
Committee of Hollywood Park's Board of Directors will consist of four (4)
Hollywood Park Directors and two (2) Boomtown Directors, including R.D.
Hubbard, Chief Executive Officer of Hollywood Park, Timothy J. Parrott,
Chairman of the Board and Chief Executive Officer of Boomtown, Richard J.
Goeglein, a current member of the Board of Directors of Boomtown and three
designees of Hollywood Park. In addition, Hollywood Park will establish a
three (3) person Office of the Chairman comprised of Hollywood Park's and
Boomtown's Chief Executive Officers and Hollywood Park's President of Sports
and Entertainment.
10
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
6. OTHER EVENTS (continued)
The closing of the Merger is subject to numerous conditions
precedent, including (i) the approval of the stockholders of the Company and
Hollywood Park, (received in November 1996) (ii) the approval of requisite
governmental authorities, including the necessary gaming authorities in the
jurisdictions in which the parties conduct business, and the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended ( Hart-Scott-Rodino completed
on June 20, 1996), (iii) the availability of sufficient financing of up to
$163.5 million to fund up to $60 million of future gaming projects and to
fund the repurchase of Boomtown's outstanding 11.5% First Mortgage Notes (the
"Notes") if put to Boomtown by the holders of the Notes as a consequence of
the Merger and (iv) the consent to the Merger by the holders of a majority of
the outstanding principal amount of the Notes. There can be no assurance
that any or all of these conditions precedent will be satisfied or that the
proposed merger with Hollywood Park will be consummated.
Certain additional matters relating to the signing of the Merger
Agreement and a complete description of the Merger Agreement are more fully
described in the Company's Form 8-K dated April 23, 1996, including the
Agreement and Plan of Merger filed as exhibit 2.1 thereto, and filed with the
Securities and Exchange Commission on May 3, 1996.
7. RELATED PARTY TRANSACTIONS
TERMINATION OF LAS VEGAS PROPERTY LEASE - On August 12, 1996,
Boomtown, Blue Diamond, Hollywood Park, Roski, IVAC and Majestic Realty
entered into the Blue Diamond Swap Agreement (the "Swap Agreement") pursuant
to which the parties agreed that, upon consummation of the Merger, and
contingent upon the closing of the Merger, Boomtown and Blue Diamond (or any
transferee thereof as set forth in the Swap Agreement) would exchange their
entire interest in the Blue Diamond Resort (the "Resort") (including the IVAC
Loans), and effectively transfer all interest in the Resort to Roski, in
exchange for a $5.0 million unsecured promissory note (the "First Note") and
an unsecured promissory note (the "Second Note") valued at approximately $3.5
million and assumption by Roski, IVAC or an affiliate, of certain liabilities
(the "Swap"). The First Note has an interest rate equal to the prime rate
plus one and one half percent (1.5%) per annum and provides for annual
principal payments of one million dollars ($1,000,000) plus accrued interest
and maturing on the date that is five years after the Exchange Date (as such
term is defined in the Swap Agreement). The Second Note has an interest rate
equal to the prime rate plus one-half percent (.5%) per annum and provides
for a payment of all principal plus accrued interest on the date that is
three (3) years after the Exchange Date. Consummation of the Swap is subject
to obtaining all necessary Governmental approvals, including gaming approval.
In exchange for its interest in the Resort, Boomtown will receive
notes payable to Boomtown with an estimated value totaling $8.5 million, an
estimated cash payment of $2.1 million, release from lease obligations under
the resort lease, Roski's assumption of certain liabilities and note
obligations, totaling approximately $3.8 million and the ongoing expenses of
the Resort. Additionally, Roski will assume all operating leases including
any residual balances due under such leases. The Swap Agreement requires
approvals from applicable gaming authorities and Boomtown intends to seek the
consent of the holders of a majority of the outstanding principal amount on
the Notes (see Note 3). The Swap would be
11
<PAGE>
BOOMTOWN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
7. RELATED PARTY TRANSACTIONS (continued)
effective immediately following the Company's Merger with Hollywood Park which
is expected to be during the second quarter of calendar 1997.
In accordance with the terms of the Swap Agreement, with certain
exceptions set forth in the Swap Agreement, the Company will continue to
operate the property until consummation of the Merger. Boomtown and Blue
Diamond will be responsible for the liabilities of the Resort accruing prior
to the Swap and Roski will be responsible for the liabilities of the Resort
accruing subsequent to the Swap. In addition, Roski will resign from
Boomtown's Board of Directors, effective as of the Exchange Date. Subject to
certain conditions set forth in the Swap Agreement, the Swap may be
effectuated through any structure agreed upon by Boomtown and Hollywood Park.
If the Swap were not consummated for any reason, Boomtown would continue to
operate the property through the expiration of the lease term in July 1999,
and the IVAC Notes would be required to be repaid to Boomtown at such time.
On August 12, 1996, Hollywood Park and Roski further entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which
Hollywood Park will, concurrently with the Swap, purchase the stock in
Boomtown held by Roski ("the Roski Stock") for an estimated purchase price of
approximately $3.5 million paid for by an unsecured promissory note having an
interest rate equal to the prime rate plus one percent (1%) per annum and
providing for four equal annual principal payments plus accrued interest and
maturing on the date that is four years after the Exchange Date. The Stock
Purchase Agreement may also be terminated by Hollywood Park in the event that
Boomtown and Hollywood Park, in accordance with the provisions set forth in
the Swap Agreement, elect to utilize a structure to effect the Swap which
would require Roski to retain the Roski Stock.
MINORITY PURCHASE AGREEMENT - On November 18, 1996, the Company
entered into an agreement with Eric Skrmetta in which the Company agreed to
pay $5,673,000 in return for Skrmetta's 7.5% interest in the Partnership in
addition to releasing the Company from any and all claims, liabilities and
causes of action of any kind arising from or related to the Partnership
agreement. The terms set forth thereto required Boomtown to pay a down
payment of $500,000 and the remaining $5,173,000 to be paid not later than
August 10, 1997. Additionally, the $5,173,000 shall be reduced by a discount
for the time that the amount or any portion thereof is paid in full prior to
August 10, 1997.
For a full discussion of the terms of the minority purchase agreement
as described above see exhibit number 10.3(4) incorporated by reference to
Boomtown, Inc's. Form 10-K for the year ended September 30, 1996.
12
<PAGE>
BOOOMTOWN, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth certain items from the Company's statements of
operations as a percentage of total revenues for the three and six month
periods ended March 31, 1996 and 1997 (unaudited):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1996 1997 1996 1997
------- ------- ------ ------
<S> <C> <C> <C> <C>
REVENUES:
Gaming 81.5% 81.4% 81.2% 80.9%
Non-gaming 18.5 18.6 18.8 19.1
------- ------- ------ ------
100.0 100.0 100.0 100.0
OPERATING EXPENSES:
Gaming 36.9 33.7 36.9 35.1
Non-gaming 16.1 16.7 16.7 17.5
Marketing, general & administrative 33.5 33.5 33.9 34.5
Property rent 4.1 4.0 4.1 4.0
Discontinued projects/future development .3 .5 .2 .5
Depreciation and amortization 4.8 5.2 4.7 5.1
------- ------- ------ ------
95.7 93.6 96.5 96.7
Income from operations 4.3 6.4 3.5 3.3
Interest and other expense, net (4.6) (4.6) (4.6) (4.7)
------- ------- ------ ------
Income (loss) before minority interest
and income taxes (.3) 1.8 (1.1) (1.4)
Minority interest .4 -- .5 (.1)
------- ------- ------ ------
Income (loss) before income taxes .1 1.8 (.6) (1.5)
Benefit (provision) for income taxes (.0) (1.2) .3 .7
------- ------- ------ ------
Net income (loss) .1% .6% (.3)% (.8)%
------- ------- ------ ------
------- ------- ------ ------
</TABLE>
During the quarter ended March 31, 1997 total revenues increased 5%
to $59.7 million compared to $56.9 million for the prior year quarter.
Gaming revenues also improved 5% to $48.6 million compared to $46.4 million
for the quarters ended March 31, 1997 and 1996, respectively. Higher gaming
revenues for the quarter just ended were recognized due to an 18% increase
from the Company's Biloxi casino and a 9% improvement at Boomtown Reno. On a
year-to-date basis consolidated revenues grew 3% to $116.4 million compared
to $112.5 million, essentially as a result of a 16% growth in gaming
revenues at the Biloxi casino. Boomtown Biloxi has been able to grow its
market share in the gulf coast region driven by the expansion of the
Company's marketing programs and bus tour program, whereby patrons are bussed
from outlying areas, including Florida, Alabama and Northern Mississippi, to
visit the Biloxi property. The consolidated rise in gaming revenues during
the first half of fiscal 1997 was offset by a 17% reduction at Boomtown Reno
during the quarter ended December 31, 1996. This decline resulted from
severe weather conditions in Reno's geographic markets including the Reno
area, the Pacific Northwest and Northern California. The weather during that
quarter had a particularly negative impact on Interstate 80, which Boomtown
Reno is heavily dependent upon for gaming patrons. However, during the
quarter just ended revenues at the Reno property improved 8% from good
weather conditions and the success of the Company's slot and gaming promotions
and other marketing efforts.
13
<PAGE>
BOOOMTOWN, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Gaming expenses for the quarter and six months ended March 31, 1997
were $20.1 million and $40.8 million, respectively, producing a gaming margin
of 59% and 57%, respectively. This compares to a gaming margin of 55% for
both the quarter and six month periods ended March 31, 1996. Gaming expenses
primarily include costs associated with operating the gaming facilities
including salaries and other employee related expenses, gaming taxes and
licenses, gaming equipment leases and costs of providing complimentaries to
casino patrons. Efficiencies in labor, lower gaming lease expense and other
operating expenses associated with higher revenues and were the primary
causes of the improved margin.
Non-gaming revenues, which are derived from the Company's family
entertainment center, food and beverage outlets, hotel, RV park,
entertainment showrooms, truckstop and mini mart, were $11.1 million for the
quarter ended March 31, 1997 compared to $10.5 million recorded during the
prior year same period. During the first half of fiscal 1997 the Company
reported non-gaming revenues of $22.2 million versus $21.1 million during the
commensurate period of fiscal 1996. The 6% and 5% improvements,
respectively, resulted primarily from higher food and beverage sales at the
Boomtown properties, through efforts to enhance food quality and attract
additional patronage, and higher fuel sales at the Company's Reno truckstop
and service station. The improvement was offset by a 9% decline in revenues
from the Company's family entertainment centers resulting from the shut down
of the motion theaters at its Reno and Biloxi properties during a conversion
to a new movie provider.
The non-gaming margin for the quarter and six months ended March 31,
1997 was 10% and 9%, respectively, compared to 13% and 11% for the prior year
same periods. On a year-to-date basis the $400,000 decline in the non-gaming
margin was due primarily to the temporary shut down of the motion theater
facilities.
Marketing expenses were $6.6 million and $12.7 million for the
quarter and six months ended March 31, 1997, respectively, compared to $5.4
million and $10.9 million, respectively during the prior year periods.
Marketing expenses include costs associated with gaming promotions, print,
radio, outdoor and television advertising, and other costs incurred to
attract patronage to the Company's casino properties. The higher marketing
expense was primarily associated with higher cash redemption fees and cash
promotions at the Company's Reno and Las Vegas properties, additional outdoor
and radio advertising and higher commissions paid to bus tour operators at
the Company's Biloxi property.
General and administrative ("G&A") expenses were $13.3 million and
$13.6 million for the quarter ended March 31, 1997 and 1996, respectively.
On a fiscal 1997 year-to-date basis, G&A expenses were $27.5 million compared
to $27.3 million reported a year earlier. G&A expenses consist primarily of
overhead costs associated with human resources, security, surveillance,
credit, purchasing and receiving, facilities and accounting functions.
During the quarter just ended the 2% decline in G&A expenses was due to lower
payroll and overhead costs at the Company's Las Vegas property, the
capitalization of certain operating leases at the Company's Mississippi and
Louisiana properties during fiscal 1996 and fiscal 1997 and lower medical
insurance costs at the Company's Louisiana property due to the change from a
self insured to fully insured program. On a year-to-date basis the slight
increase in G&A expenses, after the offset of the reduction during the
quarter just ended, was due to higher security and surveillance payroll as
mandated by Louisiana gaming law, additional general insurance claims, higher
401(k) employee contributions and higher health insurance costs at the Biloxi
casino property.
14
<PAGE>
BOOOMTOWN, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
During the quarter and six month periods ended March 31, 1997,
depreciation and amortization expense increased 13% and 12%, respectively, to
$3.1 million and $5.9 million, respectively. The increase was due to an
increase in the total fixed asset base of $8.4 million. The additions to
property, plant and equipment were due primarily from the capitalization of
certain operating leases at the Company's Biloxi and New Orleans properties
and other capital purchases.
The Company recorded interest expense of $3.5 million and $7.0
million for the quarter and six months ended March 31, 1997, respectively, an
increase of 1% and a decline of 2%, respectively. The interest expense on
Boomtown's first mortgage was $3.1 million and $6.2 million for the quarter
and six month periods, respectively. The slight increase in interest expense
was due to the capitalization of certain operating leases during fiscal 1996
and fiscal 1997. Additionally, during the quarter the Company generated
interest income of $780,000 and recorded $1.6 million during the first half
of fiscal 1997. Interest income is derived from the outstanding notes
receivable from the owner and lessor of the Boomtown Las Vegas property.
During the six months ended March 31, 1997, the Company recorded
$96,000 in minority interest expense associated solely with the Louisiana
partnership's minority partners share of income through November 18, 1996
(the date the Company purchased his interest). Additionally, the Company is
no longer able, on a consolidated basis, to allocate the pro-rata share of
losses from the Mississippi partnership to the minority partner since it
would cause his capital account to become negative. In the past the Company
was able to allocate losses to this minority partner (who was also the
Company's landlord in Biloxi, Mississippi) since he received his ownership
interest in the partnership in exchange for forgiving two years of property
rent on the facility. During each of the first two years, rent expense ($2
million per year) and a capital account credit for this minority partner were
recorded which allowed the Company to allocate $4 million in losses to the
minority partner during that two year period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of liquidity at March 31, 1997 was
cash and cash equivalents of approximately $20.8 million, a decrease of
approximately $2.3 million from September 30, 1996. During the first six
months of fiscal 1997, the Company generated cash from operating activities
of $5.8 million. The net cash provided from operating activities during the
first six months of the current fiscal year were derived from a net loss of
$1.0 million, net changes in operating assets and liabilities of $1.2 million
depreciation and amortization expense of $5.9 million and other uses of
$340,000.
The Company used cash of $5.2 million in investing activities during
the first six months of fiscal 1997, primarily related to the purchases of
property and equipment.
Net cash used in financing activities for the six months ended March
31, 1997 was $2.9 million related to the principal payments on long term debt.
At March 31, 1997, the Company's debt was comprised principally of
the $103.5 million principal amount of 11.5% First Mortgage Notes due 2003.
Interest on the notes is payable semiannually in arrears each May 1 and
November 1. The Company additionally has five notes payable in the aggregate
amount of $3.6 million. Three of the notes totaling $668,000 are secured by
equipment, furniture and fixtures, bear interest at 11.5% and mature in
September 1997. The fourth note, with a
15
<PAGE>
BOOOMTOWN, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)
balance of $2.6 million at March 31, 1997, is secured by the gaming vessel in
Harvey, Louisiana, bears interest at 13% and matures in January 1999. The
fifth note, with a balance of $278,000 at March 31, 1997, is secured by
gaming equipment, bears interest at 12.25% and matures in December 1997. The
Company also has seven capital lease obligations for equipment with a balance
of $3.5 million at March 31, 1997. During November 1996, the Company
converted an operating lease on certain furniture, fixtures and equipment to
a capital lease obligation whereby the residual balance on the operating
lease was funded and the remaining outstanding balance was converted to a
capital lease.
The Company believes that its current available cash and cash
equivalents and anticipated cash flow from operations will be sufficient to
fund the Company's working capital and normal recurring capital expenditures
through the end of fiscal 1997. The Company does not believe such sources of
liquidity will be sufficient to fund any of its proposed expansion projects
at its current gaming facilities or in any new gaming jurisdiction. The
Company believes that such expansion of its existing facilities is important
for continued growth. If any of the Company's current proposed expansion
projects were to proceed, the Company anticipates that such financing subject
to certain restrictions set forth in the First Mortgage Notes, would come
from one or more of a number of sources, including cash flow from operations,
bank financing, vendor financing or debt, joint ventures, equity financing or
other long-term debt. Alternatively, in the event the Hollywood Park merger
were to be consummated, the Company believes that additional sources of
financing will become available. However, there can be no assurance that such
financing will be available, or available on terms acceptable to the Company
or that any proposed expansion projects by the Company will ever be
completed. Further, given the rapidly changing national competitive and
legal environments related to gaming, the Company's future operating results
are highly conditional and could fluctuate significantly. Should cash flow
from the Company's operations in all locations be below expectations, the
Company may have difficulty in satisfying capital requirements.
Certain statements set forth above regarding the Company's estimates
of its liquidity and capital expenditure requirements, the sufficiency of its
resources, any expectation that the Swap would be consummated and other
statements are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe harbors created
thereby. Future operating results of the Company may be adversely affected as
a result of a number of factors, including without limitation, seasonality
(historically, the Company's operating results have been strongest in the
summer months, and weakest in the winter months), weather conditions (severe
winter storms have in the past had a significant adverse effect on the
Company's operating results), the general level of demand for casino gaming
and entertainment facilities, competition in the gaming industry and
uncertainties in general economic, regulatory and political conditions
affecting the gaming industry, difficulties in integrating the businesses of
the Company and Hollywood Park following the proposed merger and lack of
financing following the proposed merger with Hollywood Park and failure to
satisfy any conditions to the Swap. Any of the above factors, among others,
could cause the Company's operating results to be weaker than expected, and
could cause the Company's cash requirements to differ materially from the
Company's current estimates.
16
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Boomtown is named defendant in a class action suit in the United
States District Court in New Jersey in which the plaintiffs have
alleged that numerous companies operating casinos in the United
States have conspired to exclude card counters from their
establishments. (HYLAND V. GRIFFIN INVESTIGATIONS, ET.AL.) A class
has not yet been certified in the action. Motions to dismiss are in
the process of being filed by the Company and other defendants.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits enclosed herein are detailed on the Schedule of Exhibits on
page 19.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunder duly authorized.
Boomtown, Inc.
Registrant
Date: May 14, 1997 /s/ Phil E. Bryan
---------------------------------------
Phil E. Bryan, President; Chief
Operating Officer
Date: May 14, 1997 /s/ Jon Whipple
---------------------------------------
Jon L. Whipple, Vice President of
Finance; Principal Accounting and
Financial Officer
18
<PAGE>
SCHEDULE OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
3.1(5) Amended and Restated Certificate of Incorporation of Registrant.
3.2(11) Amended and Restated Bylaws of Registrant.
3.3(10) Amended and Restated Articles of Incorporation of Boomtown
Hotel & Casino, Inc.
3.4(10) Revised and Restated Bylaws of Boomtown Hotel & Casino, Inc.
3.5(10) Articles of Incorporation of Blue Diamond Hotel & Casino, Inc.
3.6(10) Bylaws of Blue Diamond Hotel & Casino, Inc.
3.7(10) Articles of Incorporation of Louisiana Gaming Enterprises, Inc.
3.8(10) Articles of Incorporation of Bayview Yacht Club, Inc.
3.9(10) Bylaws of Bayview Yacht Club, Inc.
3.10(11) Articles of Organization of Boomtown Iowa, L.C.
3.11(11) Articles of Incorporation of Boomtown Council Bluffs, Inc.
3.12(11) Bylaws of Boomtown Council Bluffs, Inc.
3.13(11) Articles of Incorporation of Boomtown Indiana, Inc.
3.14(11) Bylaws of Boomtown Indiana, Inc.
3.15(11) Articles of Incorporation of Boomtown Riverboat, Inc.
3.16(11) Articles of Incorporation of Boomtown Missouri, Inc.
3.17(11) Bylaws of Boomtown Missouri, Inc.
4.1(1) Form of Warrant issued to the lead Underwriters of Boomtown,
Inc.'s initial public offering.
4.2(7) Form of Private Placement Note.
4.3(7) Form of Exchange Note.
19
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
4.4(7) Form of Subsidiary Guaranty.
4.5(7) Form of Addendum to Subsidiary Guaranty.
4.6(9) Registration Rights Agreement dated November 10, 1993, by and
among the Company and the Initial Purchases named herein.
4.7(7) Warrant Agreement dated as of November 10, 1993 between
Boomtown, Inc. and First Trust National Association, including
Form of Warrant Certificate.
10.1(11) Amended and Restated 1990 Stock Option Plan.
10.2(11) 1992 Director's Stock Option Plan.
10.3(5) 1993 Stock Bonus Plan.
10.4(1) Standard Form of Indemnification Agreement between Boomtown,
Inc. and its officers and directors.
10.5(1) Exercise of Option of Purchase and Agreement of Sale of Real
Property dated October 29, 1986 between Boomtown, Inc. and S.
Ross Mortensen and Irene Mortensen (the "Option Exercise
Agreements").
10.6(1) Note dated October 29, 1986 payable to Boomtown, Inc. to S.
Ross Mortensenand Irene Mortensen in the principal amount of
$823,000 and accompanyingDeed of Trust, issued pursuant to the
Option Exercise Agreement.
10.7(1) Agreement of Sale and Purchase and accompanying Agreement, each
dated November 1, 1982 ( the "Purchase Agreement"), between
Boomtown, Inc. and Chris Garson, Ruth R. Garson, George Garson,
George Garson as Guardian of the Person and Estate of Agnes M.
Garson, and Beatrice Garson (collectively the "Garsons").
10.8(1) Registration Agreement dated May 6, 1988 between Boomtown,
Inc., MLIF, Kenneth Rainin and Timothy J. Parrott.
10.9(11) Promissory Note dated September 10, 1992, payable by Timothy J.
Parrott to Boomtown, Inc. in the principal amount of $221,000.
10.10(1) Agreement dated January 1, 1989 between Boomtown, Inc., Nevada
Fun Flight Tours and Val Ruggerio.
20
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
10.11(1) Memorandum of Understanding dated February 13, 1992 between
Boomtown, Inc. and the Internal Revenue Service.
10.12(1) Termination Agreement and Mutual Release dated April 24,1992
between Registrant, Boomtown, Inc., Frank Gianopolus and
Delores Gianopolus.
10.13(3) Letter of Intent dated as of March 26, 1993 among Boomtown,
Inc., The Skrmetta Group, Inc. and Skrmetta Machinery
Corporation, relating to the property in Harvey, Louisiana.
10.14(3) Letter of Intent dated as of March 26,1993 among Boomtown, Inc.
and Raphael Skrmetta, relating to the property in Biloxi,
Mississippi.
10.15(11) Amended and Restated Agreement to Lease Real Property in
Biloxi, Mississippi dated September 12,1993 by and between
Boomtown, Inc. and Raphael Skrmetta.
10.16(4) Agreement to Lease Real Property in Harvey, Louisiana by and
between Boomtown, Inc., The Skrmetta Group, Inc. and Skrmetta
Machinery Corporation.
10.17(4) Letter Agreement dated April 16, 1993 among Boomtown, Inc.,
Raphael Skrmetta, The Skrmetta Group, Inc., and Skrmetta
Machinery Corporation.
10.18(4) Loan Agreement dated April 23, 1993 by and between Boomtown,
Inc., First Interstate Bank of Nevada, N.A., First Interstate
Bank of Arizona, N.A. and the Diawa Bank, Limited.
10.19(2) Memorandum of Understanding dated March 15, 1993 among
Boomtown, Inc., Industry Hills Visitor Accommodations Center,
Blue Diamond Hotel & Casino, Inc. ("Blue Diamond"), Majestic
Realty Co. ("Majestic"), and Edward P. Roski, Jr. ("Roski").
10.20(5) Stockholders and Affiliates Agreement dated as of June 30, 1993
by and among Blue Diamond, Edward P. Roski, Sr., Roski,
Boomtown, Inc., IVAC, a California general partnership formerly
known as Industry Hills Visitor Accommodations Center, a
California general partnership ("IVAC") and Majestic.
10.21(11) First Amendment to and Clarification of Stockholders and
Affiliates Agreement dated as of November 10, 1993 between Blue
Diamond, Edward P. Roski, the Roski Community Property Trust,
the Roski Senior Revocable Trust, the Registrant, IVAC and
Majestic.
21
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
10.22(5) Lease dated as of June 30, 1993 between IVAC and Blue Diamond.
10.23(11) Lease Amendment to Lease dated as of November 10, 1993 between
IVAC and Blue Diamond.
10.24(5) Purchase Option Agreement dated as of June 30, 1993 by and
among IVAC, Boomtown, Inc., and Blue Diamond.
10.25(11) Amendment to Purchase Option Agreement; Consent to Assignment
dated as of November 10, 1993 between IVAC, the Registrant and
Blue Diamond.
10.26(5) Development and Pre-Opening Services Agreement dated as of June
30, 1993 between Boomtown, Inc., Blue Diamond and IVAC.
10.27(5) Management Agreement dated as of June 30, 1993 between
Boomtown, Inc. and Blue Diamond.
10.28(5) Affiliate Loan Agreement dated as of June 30, 1993 by and among
IVAC, Majestic and Boomtown, Inc.
10.29(5) Bridge Loan Agreement dated as of June 30, 1993 by and between
IVAC and Boomtown, Inc.
10.30(11) Amendment No. 1 to Bridge Loan Agreement dated as of November
10, 1993 between IVAC and the Registrant.
10.31(5) Trademark License Agreement dated as of June 30, 1993 by and
between Boomtown, Inc. and Blue Diamond.
10.32(5) Boomtown Stockholders Agreement dated as of June 30, 1993 by
and among Boomtown, Inc., IVAC and Roski.
10.33(5) Standard Form Agreement Between Owner and Designer/Builder,
Part 1 Agreement Preliminary Design and Budgeting, dated as of
May 10, 1993 between IVAC and Commerce Construction Co., Inc.
and Standard Form Agreement Between Owner and
Designer/Builder, Part 2 Agreement - Final Design and
Construction dated as of May 17, 1993 between IVAC and Commerce
Construction Co., Inc. and related documents.
10.34(11) Subordination Agreement dated as of November 10, 1993 between
Majestic, IVAC and the Registrant.
22
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
10.35(11) Omnibus Consent Agreement dated as of November 10, 1993 between
Blue Diamond, Edward P. Roski, Sr., Roski, the Roski Community
Property Trust, the Roski Senior Revocable Trust, the
Registrant, IVAC and Majestic.
10.36(6) Indenture dated as of November 1, 1993 by and among the
Registrant, Boomtown Casino, Blue Diamond, Louisiana - I
Gaming, a Louisiana Partnership in Commendam (the "Louisiana
Partnership"), Louisiana Gaming Enterprises, Inc. ("LGE"),
Mississippi - I Gaming, L.P. (the Mississippi Partnership"),
Bayview Yacht Club, Inc. ("Bayview") and First Trust National
Association.
10.37(7) Purchase Agreement dated as of November 3, 1993 among Boomtown,
Inc., Boomtown Casino, Blue Diamond, the Louisiana Partnership,
LGE, the Mississippi Partnership, Bayview, Oppenheimer & Co.,
Inc. and Sutro & Co. Incorporated.
10.38(8) Master Agreement dated as of February 1, 1994 by and between
Boomtown Indiana, Inc., Boomtown Riverboat, Inc., Boomtown,
Inc., SES Indiana, L.L.C., First SES Indiana, Inc., SES
Facilities, Inc., SES Gaming, Inc. and Sheldon E. Stunkel.
10.39(8) Agreement of Limited Partnership of Boomtown Landing, L.P., and
Indiana Partnership.
10.40(8) Agreement of Limited Partnership of SES Boat, L.P., an Indiana
limited partnership.
10.41(8) Development and Pre-Opening Services Agreement between Boomtown
Indiana, Inc., and SES Boat, L.P.
10.42(8) Management Agreement between Boomtown Indiana, Inc. and SES
Boat, L.P.
10.43(8) Agreement of Limited Partnership of Boomtown Belle II, L.P.,
and Indiana limited partnership.
10.44(8) Agreement of Limited Partnership of Single Riverboat, L.P., and
Indiana limited partnership.
10.45(9) Asset Purchase Sale Agreement dated as of April 27, 1994 by and
between HFS Gaming Corp. and Mississippi - I Gaming, L.P.
10.46(9) Lease Agreement between HFS Gaming Corp. as Landlord and
Mississippi-I Gaming, L.P. as Tenant dated as of April 27, 1994.
23
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
10.47(9) Marketing Services Agreement dated as of April 27, 1994 by and
among Boomtown, Inc. and HFS Gaming Corp.
10.48(10) Stock Acquisition Agreement and Plan of Reorganization dated
June 30, 1994 by and between Boomtown, Inc. and Roski.
10.49(11) Master Agreement dated as of September 19, 1994, as amended
September 19, 1994, by and between Boomtown Council Bluffs,
Inc. ("BCB"), the Registrant and Iowa Gaming Associates, Inc.
("IGA").
10.50(11) Operating Agreement dated September 19, 1994 between BCB and
IGA.
10.51(11) Management Agreement dated September 19, 1994 between BCB and
IGA.
10.52(11) Development and Pre-Opening Services Agreement dated September
19, 1994 between BCB and Boomtown Iowa, L.C.
10.53(12) Agreement and Plan of Merger and Reorganization dated January
17, 1995, by and among Boomtown, Inc., Tweety Sub., Inc. and
National Gaming Corp.
10.54(12) Guarantee letter dated January 17, 1995 between Hospitality
Franchise Services, Inc., National Gaming Corp. and Boomtown,
Inc.
10.55(13) Letter agreement dated March 31, 1995 between Boomtown, Inc.,
Tweety Sub., Inc., National Gaming Corp., Hospitality Franchise
Systems., Inc. and HFS Gaming Corp.
10.56(14) Promissory Note dated December 1, 1994 by and between Boomtown,
Inc. and First National Bank of Commerce.
10.57(14) Promissory Note dated December 30, 1994 by and between the
Louisiana Partnership and PDS Financial.
10.58(15) Lease Agreement dated as of March 29, 1995 by and between
MarquisLeasing Company , a Louisiana Corporation and
Louisiana-I Gaming, L.P.
10.59(16) Option Agreement dated as of November 6, 1995 by and between
National Gaming Mississippi, Inc. and Mississippi - I Gaming,
L.P.
10.60(16) Marketing Services Agreement Amendment dated as of November 6,
1995 to Marketing Services Agreement dated as of April 27, 1994
by and among Boomtown, Inc. and HFS Gaming Corporation.
24
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
10.61(16) Lease Amendment dated November 6, 1995 to the Lease Agreement
dated asof April 27, 1994 by and among National Gaming
Mississippi, Inc. andMississippi - I Gaming, L.P.
10.62(16) Articles of Organization Indiana Ventures, LLC
10.63(16) Operations Agreement Indiana Ventures, LLC.
10.64(16) Stock Purchase Agreement for all shares of Pinnacle Gaming
Development Corp. between Switzerland County Development Corp.
(Buyer) and Century Casinos Management, Inc. and Cimarrron
Investment Properties Corp.(Sellers).
10.65(16) Option Agreement to lease real property (Parcel I) in
Switzerland County,Indiana, between Daniel Webster, et al
(Landlord) and Indiana Ventures, LLC (Tenant).
10.66(16) Option Agreement to lease real property (Expansion Parcel) in
Switzerland County, Indiana, between Daniel Webster, et al
(Landlord) and Indiana Ventures, LLC (Tenant).
10.67(17) Agreement and Plan of Merger dated as of April 23, 1996, among
Hollywood Park, Inc., HP Acquisition, Inc. and Boomtown, Inc.
10.68(17) Voting Agreement dated as of April 23, 1996, by and between
Hollywood Park, Inc., a Delaware corporation, and Timothy J.
Parrott, in his capacity as a stockholder of Boomtown, Inc.
10.69(17) Voting Agreement dated as of April 23, 1996, by and between
Boomtown, Inc.,a Delaware corporation, and R.D. Hubbard, in his
capacity as a stockholder of Hollywood Park, Inc.
10.70(17) Joint Press Release issued on April 24, 1996 by Hollywood Park,
Inc. and Boomtown, Inc.
10.71(18) Agreement between Boomtown and related entities ("Boomtown
Group") and SES Gaming, Inc. and related entities ("SES Group")
terminating the Master Agreement by and between the Boomtown
Group and the SES Group dated February 1, 1994 relating to the
proposed gaming project in Lawrenceburg, Indiana.
25
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
10.72(19) Agreement between Boomtown, Hollywood Park and Edward P. Roski,
Jr.("Swap Agreement") effectively terminating the lease of the
Blue Diamond Property and selling virtually all assets and
liabilities effective with the close of Boomtown's merger with
Hollywood Park.
10.73(20) Settlement and Purchase Agreement dated November 18, 1996,
among Louisiana-I Gaming, Inc., Boomtown, Inc. and Eric
Skrmetta.
11.1 Computation of per share earnings.
- -----------------------
(1) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (File No. 33-51968), effective
October 22, 1992.
(2) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on March 18, 1993.
(3) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on April 1, 1993.
(4) Incorporated by reference to the exhibit filed with the Company's
RegistrationStatement on Form S-1 (File No. 33-61198), effective May
24, 1993.
(5) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on July 28, 1993.
(6) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on December 23, 1993.
(7) Incorporated by reference to the exhibit filed with the Company's Form
10-K for the fiscal year ended September 30, 1993.
(8) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended December 31, 1993.
(9) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-4 (File No. 33-70350), effective May
6, 1994.
(10) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended June 30, 1994.
(11) Incorporated by reference to the exhibit filed with the Company's Form
10-K for the fiscal year September 30, 1994.
26
<PAGE>
SCHEDULE OF EXHIBITS (continued)
EXHIBIT
NUMBER DESCRIPTION
(12) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on January 25, 1995.
(13) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on April 14, 1995.
(14) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for thequarter ended March 31, 1995.
(15) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for thequarter June 30, 1995.
(16) Incorporated by reference to the exhibit filed with the Company's Form
10-K for the fiscal year September 30, 1995.
(17) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on April 23, 1996.
(18) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended March 31, 1996.
(19) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended June 30, 1996.
(20) Incorporated by reference to the exhibit filed with the Company's
Form 10-K for the quarter ended September 30, 1996.
27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BOOMTOWN,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 20,783,332
<SECURITIES> 0
<RECEIVABLES> 1,489,670
<ALLOWANCES> 0
<INVENTORY> 1,943,962
<CURRENT-ASSETS> 30,946,592
<PP&E> 187,401,510
<DEPRECIATION> 40,035,688
<TOTAL-ASSETS> 207,598,787
<CURRENT-LIABILITIES> 31,748,402
<BONDS> 101,167,000
0
0
<COMMON> 103,774,076
<OTHER-SE> (34,253,718)
<TOTAL-LIABILITY-AND-EQUITY> 207,598,787
<SALES> 0
<TOTAL-REVENUES> 116,352,141
<CGS> 0
<TOTAL-COSTS> 61,143,987
<OTHER-EXPENSES> 51,421,647
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,955,699
<INCOME-PRETAX> (1,750,354)
<INCOME-TAX> (762,062)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (988,292)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> 0
</TABLE>
