UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
---------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---EXCHANGE ACT OF 1934
to
For the transition period from ------------ -----------------
Commission file number 1-7123
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SHOWBOAT, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-0090766
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2800 FREMONT STREET, LAS VEGAS NEVADA 89104-4035
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(Address of principal executive offices) (Zip Code)
(702) 385-9123
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution under a plan confirmed by a court.
Yes --- NO ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock - $1 Par Value,
and Preferred Stock Purchase Rights 16,183,950 shares outstanding
-------------------------------- ----------------------------------
SHOWBOAT, INC. AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
June 30, 1996 and December 31, 1995 1-2
Condensed Consolidated Statements of Income-
For the three months ended June 30,
1996 and 1995 3-4
Condensed Consolidated Statements of Income-
For the six months ended June 30,
1996 and 1995 5-6
Condensed Consolidated Statements of Cash Flows -
For the six months ended June 30,
1996 and 1995 7
Notes to the Condensed Consolidated Financial
Statements 8-9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10-23
PART II OTHER INFORMATION
ITEMS 1 - 6 24-28
SIGNATURES 29
EXHIBIT INDEX 30
Item 1.Financial Statements
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
June 30, December 31,
Assets 1996 1995
--------- _______________________
(unaudited)
(In thousands)
Current assets:
Cash and cash equivalents $72,967 $106,927
Receivables, net 8,631 8,448
Income tax receivable 6,418 2,076
Inventories 2,863 2,808
Prepaid expenses 6,532 4,728
Current deferred income taxes 7,524 9,744
----------- -----------
Total current assets 104,935 134,731
----------- -----------
Property and equipment 584,772 541,786
Less accumulated depreciation
and amortization (197,951) (186,872)
------------------------
386,821 354,914
------------------------
Other assets:
Restricted cash and investments 141,796 -
Investments in unconsolidated affiliates 128,665 120,090
Deposits and other assets 29,906 28,911
Debt issuance costs, net of
accumulated amortization of $2,401,000
and $1,860,000 at June 30, 1996 and
December 31, 1995, respectively 10,208 10,749
------------------------
310,575 159,750
------------------------
$802,331 $649,395
========================
See accompanying notes to condensed consolidated financial statements.
1 (continued)
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(continued)
LIABILITIES AND SHAREHOLDERS' EQUITY June 30, December 31,
------------------------------------ 1996 1995
_____________________
(unaudited)
Current liabilities: (In thousands)
Current maturities of long-term debt $24 $22
Accounts payable $12,686 15,143
Dividends payable 404 392
Accrued liabilities 40,739 37,524
------------------------
Total current liabilities 53,853 53,081
------------------------
Long-term debt, excluding current maturities 532,545 392,369
------------------------
Other liabilities 6,260 5,662
------------------------
Deferred income taxes 22,191 22,319
------------------------
Minority Interest 1,265 2,023
------------------------
Shareholders' equity:
Preferred stock, $1 par value; 1,000,000
shares authorized; none issued
Common stock, $1 par value; 50,000,000
shares authorized; issued 16,182,099
shares at June 30, 1996 and 15,794,578
at December 31, 1995 16,182 15,795
Additional paid-in capital 87,781 80,078
Retained earnings 79,969 80,434
------------------------
183,932 176,307
Cumulative foreign currency
translation adjustment 4,355 285
Cost of common stock in treasury,
-0- shares at June 30, 1996 and
74,333 shares at December 31, 1995 - (587)
Unearned compensation for restricted stock (2,070) (2,064)
------------------------
Total shareholders' equity 186,217 173,941
------------------------
Total liabilities & shareholders' equity $802,331 $649,395
========================
See accompanying notes to condensed consolidated financial statements.
2
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(In thousands except per share data)
1996 1995
------------------------
Revenues:
Casino $95,858 $99,250
Food and beverage 14,119 14,062
Rooms 6,632 6,506
Sports and special events 855 890
Other 1,898 1,330
------------------------
119,362 122,038
Less complimentaries 10,137 10,174
------------------------
Net revenues 109,225 111,864
------------------------
Operating costs and expenses:
Casino 47,876 46,370
Food and beverage 8,181 8,284
Rooms 1,870 2,093
Sports and special events 630 675
General and administrative 29,407 29,234
Selling, advertising and promotion 2,871 2,827
Depreciation and amortization 8,308 8,107
------------------------
99,143 97,590
------------------------
Income from operations 10,082 14,274
------------------------
3 (continued)
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(In thousands execpt per share data)
(continued)
1996 1995
------------------------
Income from operations $10,082 $14,274
------------------------
Other (income) expense:
Interest income (3,016) (1,691)
Interest expense 15,601 10,620
Interest capitalized (3,863) (3,321)
Foreign currency transaction gain (18) -
------------------------
8,704 5,608
------------------------
Income before income taxes
and minority interest 1,378 8,666
Minority interest (income) (828) -
------------------------
Income before income
tax expense 2,206 8,666
------------------------
Income tax expense 1,070 3,707
------------------------
Net income $1,136 $4,959
========================
Weighted average shares outstanding 16,428,966 15,556,514
Net income per common and equivalent share $0.07 $0.32
========================
See accompanying notes to condensed consolidated financial statements.
4
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(In thousands except per share data)
1996 1995
------------------------
Revenues:
Casino $185,848 $186,097
Food and beverage 27,110 26,368
Rooms 12,428 12,133
Sports and special events 1,903 1,945
Management fees - 190
Other 2,911 2,553
------------------------
230,200 229,286
Less complimentaries 18,385 18,743
------------------------
Net revenues 211,815 210,543
------------------------
Operating costs and expenses:
Casino 92,101 88,237
Food and beverage 16,267 16,050
Rooms 4,007 4,347
Sports and special events 1,451 1,626
General and administrative 57,782 57,127
Selling, advertising and promotion 5,360 5,173
Depreciation and amortization 16,326 16,263
------------------------
193,294 188,823
------------------------
Income from operations from
consolidated subsidiaries 18,521 21,720
Equity in (loss) of
unconsolidated affiliate - (22)
------------------------
Income from operations 18,521 21,698
------------------------
5 (continued)
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(In thousands except per share data)
(continued)
1996 1995
------------------------
Income from operations $18,521 $21,698
------------------------
Other (income) expense:
Interest income (4,346) (2,890)
Interest expense 26,510 21,251
Interest capitalized (7,235) (6,567)
Gain on sale of affiliate - (2,558)
Write-down of investment in affiliate 3,902 -
Foreign currency transaction gain (84) -
------------------------
18,747 9,236
------------------------
Income (loss) before income taxes
and minority interest (226) 12,462
Minority interest (income) (835) -
------------------------
Income before income
tax expense 609 12,462
------------------------
Income tax expense 274 5,720
------------------------
Net income $335 $6,742
========================
Weighted average shares outstanding 16,213,182 15,522,432
Net income per common and equivalent share $0.02 $0.43
========================
See accompanying notes to condensed consolidated financial statements.
6
SHOWBOAT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
1996 1995
-----------------------
Cash flows from operating activities: (In thousands)
Net cash provided by operating activities $20,038 $28,606
------------------------
Cash flows from investing activities:
Acquisition of property and equipment (39,424) (20,394)
Proceeds from sale of Equipment 307 130
Investments in unconsolidated affiliates (5,823) (35,965)
Advances to unconsolidated affiliates (123) (435)
Proceeds from sale of unconsolidated affiliates - 51,366
Restricted cash and investments (145,639) -
(Increase) decrease in deposits and
other assets 165 (2,665)
Deposit for Casino Reinvestment
Development Authority obligation (1,964) (1,773)
Other - 146
------------------------
Net cash used in investing activities (192,501) (9,590)
------------------------
Cash flows from financing activities:
Principal payments of long-term debt $ ( 12) $ (10)
Proceeds from issuance of long-term debt 140,000 -
Proceeds from employee stock option exercises 5,331 127
Debt issuance costs (6,105) (25)
Payment of dividends (788) (769)
Minority interest contributions 77 1,509
Other - (142)
------------------------
Net cash provided (used) by financing
activities 138,503 690
------------------------
Net increase (decrease) in cash and
cash equivalents (33,960) 19,706
Cash and cash equivalents at
beginning of period 106,927 90,429
Cash and cash equivalents at ------------------------
end of period $72,967 $110,135
========================
Supplemental disclosures of cash flow information
and non-cash investing and financing activities:
Cash paid during the period for:
Interest, net of amounts capitalized 13,669 13,704
Income taxes 2,524 6,876
Foreign currency translation adjustment 4,070 (5,957)
See accompanying notes to condensed consolidated financial statements.
7
SHOWBOAT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The condensed consolidated financial statements include all
domestic and foreign subsidiaries which are more than 50% owned and
controlled. Investments in unconsolidated affiliates which are at least
20% owned are carried at cost plus equity in undistributed earnings or
loss since acquisition. All material intercompany balances have been
eliminated in consolidation.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1995
Annual Report on Form 10-K.
The accompanying unaudited condensed consolidated financial statements
contain all adjustments which are only of a recurring nature, in the
opinion of management, necessary for a fair statement of the results of
the interim periods. The results of operations for the interim periods
are not indicative of results of operations for an entire year. Certain
prior period balances have been reclassified to conform to the current
period's presentation.
On March 28, 1996 the Company's 55% owned affiliates, Showboat
Marina Casino Partnership(SMCP) and Showboat Marina Finance Corporation
(SMFC), issued $140.0 million, 13 1/2% First Mortgage Notes due 2003,
(the First Mortgage Notes). The net proceeds of the First Mortgage
Notes plus cash contributions by the Company are classified as
restricted cash and investments in the Company's Condensed Consolidated
Balance Sheet. These funds are being used to develop a riverboat casino
complex in East Chicago, Indiana to be operated on Lake Michigan.
8 (continued)
SHOWBOAT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. LONG-TERM DEBT
Long-term debt increased by approximately $140.0 million from
December 31, 1995 to June 30, 1996. This increase is due to the
issuance of $140.0 million, 13 1/2% First Mortgage Notes, by SMCP and
SMFC. SMCP and SMFC are effectively owned 55% by the Company and
therefore are consolidated for financial reporting purposes. The First
Mortgage Notes are due 2003 and pay interest semiannually on March 15,
and September 15, of each year commencing September 15, 1996.
3. WRITE-DOWN OF INVESTMENT IN AFFILIATE
In March 1995, the Company, with an unrelated corporation (the
majority member), formed Showboat Mardi Gras, L.L.C. (SMG), to own and
operate, subject to licensing, a riverboat casino near Kansas City,
Missouri. The Company owns 35% of the equity of SMG. SMG was not
selected by the Missouri Gaming Commission for investigation for a
license. Due to a decline in the market value of the assets of SMG,
principally a riverboat, the Company has recorded a pre-tax write-down
of $3,902,000 which is included in the 1996 Condensed Consolidated
Statement of Income as write-down of investment in affiliate.
This write-down includes the Company's remaining investment in SMG.
9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
GENERAL
Showboat, Inc., and subsidiaries, collectively the Company or SBO, is
an international gaming company with over 40 years of gaming experience
that owns and operates the Atlantic City Showboat Casino and Hotel in
Atlantic City, New Jersey, (Atlantic City Showboat), the Las Vegas
Showboat, Hotel, Casino and Bowling Center in Las Vegas, Nevada (Las
Vegas Showboat), owns an interest in, and manages through subsidiaries,
the Sydney Harbour Casino located in Sydney, Australia and owns through
subsidiaries a 55% interest in, and will manage, the East Chicago
Showboat riverboat casino project in East Chicago, Indiana (East Chicago
Showboat), which is under construction and scheduled to open in July
1997. Until March 31, 1995, the Company owned an equity interest in and
managed a riverboat casino on Lake Pontchartrain in New Orleans,
Louisiana (Star Casino).
Information contained in this quarterly report is supplemental to
disclosures in the Company's year end financial reports. This
management's discussion and analysis of financial condition and results
of operations should be read in conjunction with the management's
discussion and analysis of financial condition and results of operations
included in the Company's December 31, 1995 Annual Report on Form 10-K.
As used in this management's discussion and analysis of financial
condition and results of operations, amounts in Australian dollars are
denoted as "A$". As of June 30, 1996, the exchange rate was
approximately $0.7895 for each A$1.00.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995
Revenues
Net revenues for the Company decreased $2.6 million or 2.4% in the
second quarter 1996 compared to the same period in 1995. This decrease
was principally due to the $3.4 million or 3.4% decline in casino
revenues in the quarter ended June 30, 1996. Non casino revenues,
which consist principally of food, beverage and room revenues were up
$.7 million or 3.1% in the second quarter 1996. Due to the Company's
agreement to forgive the first A$19.1 million of management fees due
it from Sydney Harbour Casino, the Company has not yet received
management fees from Sydney Harbour Casino. For the quarter ended
June 30, 1996, approximately A$2.7 million of management fees were
forgiven and approximately A$9.7 million in management fees still
remain to be forgiven.
10 (continued)
Revenues
Quarter ended June 30,
(Unaudited)
(in thousands)
1996 1995 Variance Percent
------------------------------------------------
Consolidated:
Casino revenues $ 95,858 $99,250 $(3,392) -3.4%
Non casino revenues 23,504 22,788 716 3.1%
Less complimentaries 10,137 10,174 (37) -0.4%
------------------------------------------------
Net revenues Consolidated $109,225 $111,864 $(2,639) -2.4%
------------------------------------------------
Atlantic City:
Table game revenues $19,208 $21,715 $(2,507) -11.5%
Slot revenues 65,695 64,207 1,488 2.3%
Other gaming revenues 487 768 (281) -36.6%
------------------------------------------------
Total casino $85,390 $86,690 $(1,300) -1.5%
------------------------------------------------
Non casino revenues 17,375 17,329 46 0.3%
Less complimentaries 9,069 9,024 45 0.5%
------------------------------------------------
Net revenues Atlantic City $93,696 $94,995 $(1,299) -1.4%
------------------------------------------------
Las Vegas:
Table game revenues $ 1,235 $ 1,244 $ (9) -0.7%
Slot revenues 9,018 10,654 (1,636) -15.4%
Other gaming revenues 215 662 (447) -67.5%
------------------------------------------------
Total casino 10,468 12,560 (2,092) -16.7%
------------------------------------------------
Non casino revenues 6,129 5,459 670 12.3%
Less complimentaries 1,068 1,150 (82) -7.1%
------------------------------------------------
Net revenues Las Vegas $15,529 $16,869 $(1,340) -7.9%
------------------------------------------------
11 (continued)
Revenues
The Atlantic City Showboat's net revenues declined $1.3 million or
1.4% in the second quarter 1996 compared to the second quarter of 1995.
This decline was principally due to a $2.5 million or 11.5% decrease
in table game revenues. The decline in table game revenues is
attributable to a decline in drop and the lower hold percent experienced
of 15.3% in the second quarter of 1996 compared to 16.2% in the same
period in 1995. The decline in table game revenues was partially offset
by the $1.5 million increase in slot revenues in the second quarter 1996.
The increase in slot revenues is attributable to approximately 450
additional slot units, an industry growth rate of 4.6% and an increase in
slot marketing in the second quarter 1996 compared to the second quarter
1995. The decline in other gaming revenues of $.3 million or 36.6% is
principally due to the decline in keno revenues during the quarter ended
June 30, 1996.
The Las Vegas Showboat's net revenues declined $1.3 million or 7.9%
in the second quarter 1996 compared to the second quarter of 1995. This
decline was principally due to a decline in slot revenue of $1.6
million or 15.4%. Management believes the decline is partially due to the
loss of slot customers due to the increased competition for the local
market and customers lost during the renovation project from July to
December 1995. The Company is continuing to focus its efforts on the
establishment of viable marketing programs to reestablish the customer
base lost during the construction period and to attract new customers.
Other gaming revenues declined $.4 million or 67.5% in the second quarter
1996, principally due to the decrease in bingo revenues resulting from
increased competition added by a local casino during the second quarter
of 1996. Non casino revenues, consisting principally of room, food,
beverage and bowling increased $.7 million or 12.3%. This was primarily
due to increased food and beverage revenues which coincided with new
marketing programs implemented to attract patrons.
Income From Operations
The Company's income from operations declined $4.2 million or 29.4%
in the quarter ended June 30, 1996 compared to the same period in the
prior year. The decrease was due principally to a decline in income from
operations at both the Atlantic City Showboat and Las Vegas Showboat.
These declines were partially offset by lower operating costs for the
Company's corporate and development functions.
12 (continued)
Income From Operations
Quarter ended June 30,
(Unaudited)
(in thousands)
1996 1995 Variance Percent
Income from operations: ------------------------------------------------
Atlantic City $16,711 $19,121 $(2,410) -12.6%
Las Vegas (2,467) 355 (2,822) -794.9%
Corporate and
development (4,125) (5,213) 1,088 -20.9%
Other (37) 11 (48) -436.4%
------------------------------------------------
Consolidated $10,082 $14,274 $(4,192) -29.4%
------------------------------------------------
EBITDA:*
Atlantic City $23,363 $26,126 $(2,763) -10.6%
Las Vegas (891) 1,398 (2,289) -163.7%
Corporate and
development (4,045) (5,154) 1,109 -21.5%
Other (37) 11 (48) -436.4%
------------------------------------------------
Consolidated $18,390 $22,381 $(3,991) -17.8%
------------------------------------------------
*EBITDA is defined as income from operations before depreciation and
amortization. EBITDA should not be construed as a substitute for income
from operations, net earnings (loss) and cash flows from operating
activities determined in accordance with Generally Accepted Accounting
Principles ("GAAP"). The Company has included EBITDA because it believes
it is commonly used by certain investors and analysts to analyze and
compare gaming companies on the basis of operating performance, leverage
and liquidity and to determine a company's ability to service debt.
The Atlantic City Showboat's income from operations, before management
fees, decrease of $2.4 million or 12.6% is attributable to the decline
in table game revenues and increased marketing expenditures during the
quarter ended June 30, 1996 as compared to the quarter ended June 30,
1995. Operating expenses increased $1.1 million or 1.4% to $77.0 million
for the June 30, 1996 quarter up from $75.9 million for the same period in
the prior year. The increase in operating expenses is primarily attributed
to increased marketing costs of $2.0 million in response to aggressive
competition for slot patrons in the Atlantic City market during the second
quarter of 1996.
13 (continued)
Income From Operations
The $2.8 million decline in income from operations at the Las Vegas
Showboat before management fees and inter-company rent, was due
principally to the decline in slot revenues and other gaming revenues
during the second quarter 1996. Operating expenses increased $.9
million during the second quarter 1996 to $16.4 million compared to $15.5
million for the same period in 1995. The increased operating expense is
due primarily to increases in advertising and marketing promotions for the
casino, and an increase in depreciation due to the completion of the
construction project.
The $1.1 million decline in operating expenses for corporate and
development is attributed to a reduction in the scope of development
activities in the second quarter of 1996 compared to 1995. The Company
capitalized $.4 million of costs related to the Company's St. Louis
project in the second quarter of 1996 compared to $2.1 million capitalized
for the Company's East Chicago and Randolph riverboat projects in the
same quarter of 1995.
The decrease in other income from operations for the quarter ended
June 30, 1996 compared to the same period in 1995 is attributed to
administrative expenses incurred for the Company's wholly owned subsidiary
in Australia. The Company realized no earnings during the quarter ended
June 30, 1996, from its investment in the Sydney Harbour Caisno as a
result of the write-off of preopening costs related to the interim casino.
Approximately A$11.5 million of preopening costs were written-off in the
three months ended June 30, 1996 and all preopening costs have been
written-off as of June 30, 1996.
14 (continued)
Net income
In the quarter ended June 30, 1996 the Company recorded net income
of $1.1 million or $.07 per share compared to net income of $5.0 million
or $.32 per share for the quarter ended June 30, 1995. The second
quarter 1996 results reflect net interest expense for the East
Chicago, Indiana project of $.6 million or $.03 per share and a reduction
of interest income of $.4 million or $.02 per share due to the investment
of corporate cash in the East Chicago subsidiary.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
Revenues
Net revenues for the Company increased $1.3 million or .6% in the
first six months of 1996 compared to the same period in 1995. This
increase was principally due to the $1.4 million or 3.1% increase in non
casino revenues, which consist principally of food, beverage and room
revenues, in the six months ended June 30, 1996 compared to the same
period in 1995. The $.2 million decline in management fees in the first
six months of 1996 is attributed to the sale of the Star Casino in
March, 1995 which paid management fees to the Company. Due to the
Company's agreement to forgive the first A$19.1 million of management
fees due it from Sydney Harbour Casino, the Company has not yet received
management fees from the Sydney Harbour Casino. For the six months
ended June 30, 1996, approximately A$5.4 million of management fees were
forgiven and approximately A$9.7 million in management fees still
remain to be forgiven.
15 (continued)
Revenues
Six months ended June 30,
(Unaudited)
(in thousands)
1996 1995 Variance Percent
------------------------------------------------
Consolidated:
Casino revenues $185,848 $186,097 $ (249) -0.1%
Non casino revenues 44,352 42,999 1,353 3.1%
Management fees - 190 (190) -100.0%
Less complimentaries 18,385 18,743 (358) -1.9%
------------------------------------------------
Net revenues Consolidated $211,815 $210,543 $ 1,272 0.6%
------------------------------------------------
Atlantic City:
Table game revenues $ 37,506 $40,378 $(2,872) -7.1%
Slot revenues 125,025 118,723 6,302 5.3%
Other gaming revenues 1,003 1,517 (514) -33.9%
------------------------------------------------
Total casino 163,534 160,618 2,916 1.8%
------------------------------------------------
Non casino revenues 31,906 31,644 262 0.8%
Less complimentaries 16,157 16,355 (198) -1.2%
------------------------------------------------
Net revenues Atlantic City $179,283 $175,907 $ 3,376 1.9%
------------------------------------------------
Las Vegas:
Table game revenues $ 2,677 $ 2,651 $ 26 1.0%
Slot revenues 18,516 21,433 (2,917) -13.6%
Other gaming revenues 1,121 1,395 (274) -19.6%
------------------------------------------------
Total casino 22,314 25,479 (3,165) -12.4%
------------------------------------------------
Non casino revenues 12,446 11,355 1,091 9.6%
Less complimentaries 2,228 2,388 (160) -6.7%
------------------------------------------------
Net revenues Las Vegas $ 32,532 $34,446 $ (1,914) -5.6%
------------------------------------------------
16 (continued)
Revenues
The Atlantic City Showboat's net revenues were up $3.4 million or
1.9%, principally due to a $6.3 million or 5.3% increase in slot revenue
in the six months ended June 30, 1996 over the same period in 1995. The
increase in slot revenues is attributable to the addition of
approximately 370 slot units and an increase in slot marketing in the
first half 1996. The Atlantic City industry's slot revenue increased
3.7% by comparison and there was a 7.8% increase in slot units in
the first half of 1996 compared to 1995. The increase in slot
revenues was partially offset by a $2.9 million or 7.1% decline in table
game revenues. This decline is attributable to a decline in the Company's
table game market share in Atlantic City during the six months ended
June 30, 1996. The decline in other gaming revenues of $.5 million or
33.9% is principally due to the decline in keno revenues during the six
months ended June 30, 1996.
The Las Vegas Showboat's net revenues declined $1.9 million or 5.6% in
the first six months of 1996 compared to the first half of 1995. This
decline was principally due to a decline in slot revenues of $2.9
million or 13.6%. Management believes the decline is partially due to the
loss of slot customers due to the increased competition for the local
market and customers lost during the renovation project from July to
December 1995. The Company is continuing to focus its efforts on the
establishment of viable marketing programs to reestablish the customer
base lost during the construction period and to attract new customers.
The decline in other gaming revenues of $.3 million or 19.6% in the first
half of 1996 compared to 1995 is principally due to the decrease in bingo
revenue during the second quarter of 1996 resulting from new competition
for that market segment.
Income From Operations
The Company's income from operations decreased $3.2 million or 14.6%
in the six months ended June 30, 1996 compared to the same period in the
prior year. The decrease was due principally to a decline in income from
operations at both the Atlantic City Showboat and Las Vegas Showboat.
These declines were partially offset by lower operating costs for the
Company's corporate and development functions.
17 (continued)
Income From Operations
Six Months ended June 30,
(Unaudited)
(in thousands)
1996 1995 Variance Percent
------------------------------------------------
Income from operations:
Atlantic City $30,137 $31,586 $(1,449) -4.6%
Las Vegas (3,310) 301 (3,611) -1199.7%
Corporate and
development (8,235) (9,955) 1,720 -17.3%
Other (71) (234) 163 -69.7%
------------------------------------------------
Consolidated $18,521 $21,698 $(3,177) -14.6%
------------------------------------------------
EBITDA:*
Atlantic City $43,437 $45,623 $(2,186) -4.8%
Las Vegas (457) 2,417 (2,874) -118.9%
Corporate and
development (8,062) (9,846) 1,784 -18.1%
Other (71) (233) 162 -69.5%
------------------------------------------------
Consolidated $34,847 $37,961 $(3,114) -8.2%
------------------------------------------------
*EBITDA is defined as income from operations before depreciation and
amortization. EBITDA should not be construed as a substitute for income
from operations, net earnings (loss) and cash flows from operating
activities determined in accordance with Generally Accepted Accounting
Principles ("GAAP"). The Company has included EBITDA because it believes
it is commonly used by certain investors and analysts to analyze and
compare gaming companies on the basis of operating performance, leverage
and liquidity and to determine a company's ability to service debt.
The Atlantic City Showboat's income from operations, before management
fees, decreased $1.4 million or 4.6% in the first half of 1996 compared
to 1995. This decrease is attributed to the increased operating expenses
of $4.8 million or 3.3% to $149.1 million for the first half of 1996 up
from $144.3 million for the same period in the prior year. This was
partially offset by the $3.4 million increase in net revenue during the
first half of 1996. The increase in operating expenses is attributable
to increased marketing expenses for slot patrons of $4.3 million in
response to aggressive competition for slot patrons in the Atlantic City
market during the first half of 1996.
18 (continued)
Income From Operations
The $3.6 million decline in income from operations at the Las Vegas
Showboat, before management fees and inter-company rent, was due
principally to the decline in slot revenues and other gaming revenues
during the six months ended June 30, 1996 compared to the same period in
1995. Operating expenses increased $1.7 million during the second half
of 1996 to $35.8 million compared to $34.1 million for the same period in
1995. The increased operating expense is due primarily to increases in
advertising and marketing promotions for the casino and an increase in
depreciation expense due to the completion of the construction project.
The $1.7 million decline in operating expenses for corporate and
development is attributed to a reduction in the scope of development
activities for the six months ended June 30, 1996 compared to 1995.
The Company capitalized $1.1 million of costs related to the Company's
St. Louis project in the first half of 1996 compared to $3.4 million
capitalized for the Company's East Chicago and Randolph riverboat
projects in the same period in 1995.
The increase in other income from operations for the six months ended
June 30, 1996 compared to the same period in 1995 is attributed to the
elimination of expenses for the Star Casino when it was sold in March
of 1995. The Company realized no earnings during the six months ended
June 30, 1996, from its investment in the Sydney Harbour Casino as a
result of the write-off of preopening costs. Approximately A$20.7
million of preopening costs were written-off in the six months ended
June 30, 1996 and all propening costs have been written-off as of June 30,
1996.
Net income
In the six months ended June 30, 1996 the Company recorded net income
of $.3 million or $.02 per share compared to net income of $6.7 million
or $.43 per share for the six months ended June 30, 1995. Unusual items
totaling $4.3 million are contributing factors to the decline in net
income for the six months ended June 30, 1996 compared to June 30, 1995.
The 1996 results reflect an after tax loss of $2.0 million or $.12 per
share for the write down of the Company's investment in Showboat Mardi
Gras, L.L.C. (SMG). SMG was formed to develop a riverboat casino
operation in Randolph, Missouri. The 1996 results also reflect net
interest expense for the East Chicago, Indiana project of $.6 million
or $.03 per share and a reduction of interest income of $.4 million
or $.02 per share due to the investment of corporate cash in the East
Chicago Subsidiary. In comparison, the first six months of 1995 net
income results included an after tax gain of $1.4 million or $.09 per
share on the sale of the Star Casino.
19 (continued)
MATERIAL CHANGES IN FINANCIAL CONDITION
As of June 30, 1996 the Company held cash and cash equivalents of
$74.4 million compared to $106.9 million at December 31, 1995. This
decline is due principally to the funding of the East Chicago project.
On March 28, 1996 the Company's 55% owned subsidiaries, Showboat
Marina Casino Partnership (SMCP) and Showboat Marina Finance
Corporation (SMFC), sold $140.0 million, 13 1/2% First Mortgage Notes
due 2003 (the "First Mortgage Notes"). The funds were raised to
support the development of the $195.0 million East Chicago Showboat
riverboat casino project in East Chicago, Indiana (the "East Chicago
Showboat"). Interest expense incurred on the First Mortgage Notes
will be capitalized to the extent permitted under generally accepted
accounting principles and as a result the Company anticipates that
a portion of this expense will impact results in reporting periods
preceding the opening of the East Chicago Showboat project, currently
anticipated for July, 1997. As a result, for the period ended
December 31, 1996, the Company anticipates that net interest expense
of approximately $2.0 million to $3.0 million will be recorded.
The First Mortgage Notes are senior secured obligations of SMCP and
rank senior in right of payment to all existing and future subordinated
indebtedness of SMCP and pari passu with SMCP's senior indebtedness.
Terms not otherwise defined herein have the meanings assigned to them
in the First Mortgage Note Indenture. The First Mortgage Notes are
secured by a first lien on substantially all of SMCP's assets. The
First Mortgage Note Indenture places significant restrictions on SMCP
for the incurrence of additional Indebtedness, the creation of
additional Liens on the Collateral securing the First Mortgage Notes,
transactions with Affiliates and making Restricted Payments unless
certain conditions are met. Restricted Payments include paying a
management fee to the Manager of the East Chicago Showboat, an entity
which is 55% owned by the Company, unless among other things, SMCP's
Fixed Charge Coverage Ratio for the most recently ended four full
fiscal quarters, after giving effect to such Restricted Payment must be
greater than 1.5 to 1.0. To make any other Restricted Payment SMCP
must meet, among other things, a Fixed Charge Coverage Ratio for the
most recently ended four full fiscal quarters, after giving effect to
such Restricted Payment, must be greater than 2.0 to 1.0.
20 (continued)
In addition, subject to certain qualifications and exceptions, the
Company entered into a standby equity commitment with SMCP, pursuant to
which it will cause to be made up to an aggregate of $30.0 million in
additional capital contributions to SMCP if, during the first three
full four fiscal quarters following the commencement of operations at
the East Chicago Showboat, the project's combined cash flow (defined) is
less than $35.0 million for any one such full four quarter period.
However, in no event will the Company be required to cause to be
contributed to SMCP more than $15.0 million in respect of any such
full four quarter period. In addition, subject to certain
qualifications and exceptions, the Company entered into a completion
guarantee with SMCP to complete the East Chicago project so that it
becomes operational, including the payment of all costs owing prior to
such completion, up to a maximum aggregate amount of $30.0 million.
The Company's obligation to complete the East Chicago project will be
suspended during the pendency of any force majeure event or other event
outside the control of the Company. Currently, the Company believes that
SMCP has sufficient resources to complete the East Chicago Showboat.
However, no assurance can be given that SMCP will be able to complete
the East Chicago Showboat from its available financing resources.
During the six months ended June 30, 1996 the Company expended
approximately $39.4 million on capital improvements at its Las Vegas
and Atlantic City facilities (which were funded from operations) and
construction costs at the East Chicago Showboat(which were principally
funded from the proceeds of the First Mortgage Notes). Approximately
$22.1 million of the $39.4 million related to the East Chicago Showboat.
On April 1, 1996, an affiliate of the Company, Sydney Harbour Casino
Holdings Limited, ("SHCH") through its wholly owned subsidiary, Sydney
Harbour Casino Properties Pty Limited, ("SHCP") renegotiated its
agreement with Leighton Properties Pty Limited ("Leighton Properties")
for the design and construction of the interim and permanent Sydney
Harbour Casino. The renegotiated project cost is approximately A$867.2
million, a A$176.1 million increase over the April 1994 projected
project cost of A$691.1 million, and includes the administration and
management of the project, an accelerated completion date of December
1997, the firming up of monetary allowances and resolution of certain
claims by Leighton Properties to SHCP. The design element changes
incorporated in the renegotiated contract for the permanent casino were
made with a view toward improving its operational efficiency and product
quality and to match the changing competitive environment. The increased
project cost is being funded in part by the sale of 35,250,000 preferred
ordinary shares of stock by SHCH on May 13, 1996, providing net proceeds
21 (continued)
of approximately A$64.0 million. Additional financing of A$150.0 million
has been negotiated with local banks and is subject to finalizing the
bank documents and obtaining required approvals. As with any
construction contract, the final amount of such contract will be subject
to modification based upon change orders and the occurrence of events
such as costs associated with certain types of construction delays. No
assurance can be given that the construction costs for the Sydney Harbour
will not exceed the announced project cost estimate. The sale of the
additional equity by SHCH reduced the Company's equity in the project to
24.6% from 26.3%.
The Company through its subsidiary, Showboat Lemay, Inc. ("Showboat
Lemay"), has an 80% general partner interest in Southboat Limited
Partnership ("SLP") which, subject to licensing, plans to build and
operate a riverboat casino project and related facilities (the
"Southboat Casino Project") on the Mississippi River near Lemay,
Missouri. Pursuant to the limited partnership agreement, Showboat Lemay
is responsible for borrowing up to $75.0 million (the "Development
Financing') on behalf of SLP. The Company has committed to use its best
efforts to obtain a commitment letter for the Development Financing
within 60 days after SLP is selected for investigation for a gaming
license by the Missouri Gaming Commission or obtain the Development
Financing within a commercially reasonable time following such selection.
The Company's commitment replaced a previous commitment letter from an
unrelated party. No assurance can be given that SLP will be successful in
obtaining the necessary funds to finance its gaming project or that SLP
will successfully obtain a casino license.
The Company continues to examine, and if appropriate, may pursue
potential gaming opportunities in jurisdictions where gaming is legalized
and in other jurisdictions that, in the future, may legalize private for
profit casino gaming. There can be no assurance that legislation will be
enacted in any additional jurisdictions, that any properties in which the
Company may have invested will be compatible with any gaming legislation
so enacted, that legalized gaming will continue to be authorized in any
jurisdictions or the Company will be able to obtain the required licenses
in any jurisdiction. Further, no assurance can be given that any of the
announced or unannounced projects under development will be completed,
licensed or result in any significant contribution to the Company's cash
flow or earnings. Casino gaming operations are highly regulated and new
casino developments are subject to a number of risks and uncertainties,
many of which are beyond the Company's control.
22 (continued)
The Company believes that it has sufficient capital resources,
including its existing cash balances, cash provided by operations and
existing borrowing capacity, to cover the cash requirements of its
existing operations. The ability of the Company to satisfy its cash
requirements, will be dependent upon the future performance of its
casino hotels which will continue to be influenced by prevailing
economic conditions and financial, business and other factors, certain
of which are beyond the control of the Company. As the Company realizes
expansion opportunities, the Company will need to make significant
capital investments in such opportunities and additional financing will
be required. The Company anticipates that additional funds will be
obtained through loans or public offerings of equity or debt
securities. Although no assurance can be made that such funds will be
available or at interest rates acceptable to the Company.
All statements contained herein that are not historical facts,
including but not limited to, statements regarding the Company's
current business strategy, the Company's prospective joint ventures,
expansions of existing projects, and the Company's plans for future
development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks
and uncertainties. Actual results may differ materially. Among the
factors that could cause actual results to differ materially are the
following: the availability of sufficient capital to finance the
Company's business plan on terms satisfactory to the Company;
competitive factors, such as legalization of gaming in jurisdictions
from which the Company draws significant numbers of patrons and an
increase in the number of casinos serving the markets in which the
Company's casinos are located; changes in labor, equipment and capital
costs; the ability of the Company to consummate its contemplated joint
ventures on terms satisfactory to the Company and to obtain necessary
regulatory approvals therefore; changes in regulations affecting the
gaming industry; the ability of the Company to comply with its
Indentures for its 9 1/4% First Mortgage Bonds and 13% Senior
Subordinated Indebtedness; future acquisitions or strategic
partnerships; general business and economic conditions; and other
factors described from time to time in the Company's reports filed with
the Securities and Exchange Commission. The Company wishes to caution
the readers not to place undue reliance on any such forward-looking
statements, which statements are made pursuant to the Private
Litigation Reform Act of 1995 and, as such, speak only as of the date
made.
23
SHOWBOAT, INC. AND SUBSIDIARIES
PART II, OTHER INFORMATION
Item 1. Legal Proceedings.
"William H Ahern v. Caesars World, Inc., et al.", Case No.
94-532-Civ-Orl-22, instituted on May 10, 1994 (the "Ahern Complaint") and
"William Poulos v. Caesars World, Inc., et al.", Case No.94-478-Civ-Orl-22,
instituted on April 26, 1994 (the "Poulos Complaint")(collectively, the
Ahern Complaint and the Poulos Complaint are referred to as the
"Complaints"). See the Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1996 for the discussion of material
developments in these cases during the Company's first quarter. Two
individuals, each purportedly representing a class, filed the Complaints
in the United States District Court, Middle District of Florida, against
various manufacturers, distributors and casino operators of video poker
and electronic slot machines, including the Company. The Complaints
allege that the defendants have engaged in a course of conduct intended
to induce persons to play such games based on a false belief concerning
how the gaming machines operate, as well as the extent to which there is
an opportunity to win on a given play. The Complaints allege violations
of the Racketeer Influenced and Corrupt Organizations Act (the "RICO
Act"), as well as claims of common law fraud, unjust enrichment and
negligent misrepresentation, and seek damages in excess of $1.0 billion
without any substantiation of that amount. The Complaints were
consolidated and transferred to the United States District Court for the
District of Nevada. The Company filed a motion to dismiss the action
based on jurisdiction, abstention and related doctrines. Various other
defendants filed similar motions and motions to dismiss based on defects
in the pleadings. The Nevada District Court entered an order granting
the motions to dismiss based on defects in the pleadings, and denying as
moot all other pending motions, including those of the Company. The
Court granted plaintiffs until May 31, 1996 within which to file an
amended complaint that complies with the applicable pleading
requirements. One of the plaintiffs subsequently withdrew as a
representative of the purported class, and another plaintiff took his
place. The plaintiffs filed an amended complaint on or about May 31, 1996.
The Company renewed its motion to dismiss based on abstention and
related doctrines, and joined in the motions to dismiss filed by other
defendants based on defects in the pleadings. Management continues to
believe that the substance of the allegations in the Complaints are
without merit.
24 (continued)
SHOWBOAT, INC. AND SUBSIDIARIES
PART II, OTHER INFORMATION
(continued)
"Hyland, et al. v. Griffin Investigations, et al.", Case No. 95-CV-2236
(JEI), instituted on May 5, 1995, in the United States District Court
for the District of New Jersey (Camden Division). The Company was
served with a First Amended Complaint on August 29, 1995. Seventy-six
casino operators, including the Company, and others were originally
named as defendants in the action. The action, brought on behalf of
"card counters," alleges that the casino operators exclude card
counters from play and share information about card counters. The
action is based on alleged violations of federal antitrust law, the
Fair Credit Reporting Act, and various state consumer protection laws.
On May 30, 1996, the Court granted defendants' motions to dismiss the
plaintiffs' complaint in its entirety.
"ITSI TV Productions, Inc. v. Bally's Grand, Inc.", et al., Case No.
CV-N-90-314-HDM, instituted on June 29, 1990 in the United States
Court, District of Nevada (the "Nevada action"). The plaintiff claims
that numerous hotel-casinos, including the Company, infringed on the
plaintiff's copyright by displaying to sports book customers certain
horse race broadcasts. The plaintiff seeks to recover damages for
copyright infringement in an unknown amount. The same factual issues
were raised in an action filed in the United States District Court for
the Eastern District of California (the "California action') in which
the Company was not a party. The United States District Court for the
District of Nevada stayed and administratively stayed the Nevada action
pending resolution of the liability issues in the California action.
The California action was tried in 1993 and therein the Court found
that although the plaintiff owned the copyright, there was no
infringement. The plaintiff appealed the decision of the trial court
in the California action and the Ninth Circuit Court of Appeals recently
affirmed that decision. No action has been taken with respect to the
administrative stay imposed by the Nevada District Court in the Nevada
action. Management believes that the plaintiff is not entitled to
damages and intends to defend vigorously the allegations.
25 (continued)
SHOWBOAT, INC. AND SUBSIDIARIES
PART II, OTHER INFORMATION
(continued)
"Progressive Games, Inc. v. Arizona Charlie's et al.", Case No.
CV-S-96-00489-PMP (RJJ), instituted on June 5, 1996 in the United States
District Court for the District of Nevada. The plaintiff filed a
Complaint against 62 casinos located in Nevada, including the Las Vegas
Showboat. The complaint alleges a patent infringement in connection
with a live casino game including an electronic jackpot feature known as
"Let It Ride the Tournament" used by the defendants. The plaintiff
seeks to recover damages for patent infringement, including punitive
damages. The licensor of the casino game has assumed the defense and
has agreed to indemnify the Las Vegas Showboat and other casinos in this
matter. On July 28, 1996, the licensor filed a motion to dismiss the
action against the casino defendants or, in the alternative, to stay
all actions against the casino defendants until such time as certain
issues in the pending action between plaintiff and licensor have been
resolved.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities.
Not Applicable
26
SHOWBOAT, INC. AND SUBSIDIARIES
PART II, OTHER INFORMATION
(continued)
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's annual meeting of shareholders was held on
May 30, 1996.
(b) Directors elected at the annual meeting for a term expiring
in 1999 are as follows: George A. Zettler and Carolyn M. Sparks.
The Directors continuing in office after the annual meeting are
as follows: J.K. Houssels (term expires in 1998); William C.
Richardson (term expires in 1998); John D. Gaughan (term expires
in 1997); Jeanne S. Stewart (term expires in 1998); Frank A.
Modica (term expires in 1997); H. Gregory Nasky (term expires in
1997); and J. Kell Houssels, III (term expires in 1997).
(c) Votes for the election of directors:
Nominees For Withheld Abstain
--------------- ------------ ----------- ---------
George A. Zettler 10,520,078 1,878,513 0
Carolyn M. Sparks 10,513,193 1,885,398 0
Votes for approval of amendments to the 1989 Directors' Stock
Option Plan:
For Against Abstain
----------- ------------ ----------
9,855,805 2,500,712 42,074
Votes for ratification and selection of auditors for the year ended
December 31, 1996:
Broker
For Against Abstain Non-Votes
----------- ------- --------- ----------
KPMG Peat Marwick 12,066,792 5,671 14,152 311,976
Item 5. Other Information
Not applicable
27
SHOWBOAT, INC. AND SUBSIDIARIES
PART II, OTHER INFORMATION
(continued)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
---------- ----------------------------------
4.01 Indenture dated as of March 28, 1996, among
Showboat Marina Casino Partnership, Showboat
Marina Fiance Corporation, Donaldson, Lufkin
& Jenrette Securities Corporation, Nomura
Securities International, Inc., Bear, Stearns
& Co., Inc. and American Bank National
Association, as trustee, relating to the 13 1/2
Series A and Series B First Mortgage Notes due
2003. *
10.01 Escrow and Disbursement Agreement dated March
28, 1996, by and among Showboat Marina Casino
Partnership, Showboat Marina Finace Corporation
and Showboat, Inc.(as escrow agent and
disbursement agent) and American Bank National
Association, as trustee. *
27.01 Financial Data Schedule
*Previously filed
(b) Reports on Form 8-K
None
28
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 thereunto duly authorized.
Showboat, Inc.
Registrant
Date: December 10, 1996 s/ J. Kell Houssels, III
--------------------- ------------------------------------
J. KELL HOUSSELS, III,
President and Chief Executive
Officer
Date: December 10, 1996 s/ R. Craig Bird
--------------------- ------------------------------------
R. CRAIG BIRD, Executive Vice
President - Finance and
Administration and Chief
Financial Officer
29
EXHIBIT INDEX
Exhibit No. Description
------------ ----------------------------------
4.01 Indenture dated as of March 29,1 996, among Showboat
Marina Casino Partnership, Showboat Marina Fiance
Corporation, Donaldson, Lufkin & Jenrette Securities
Corporation, Nomura Securities International, Inc.,
Bear, Stearns & Co., Inc. and American Bank National
Association, as trustee, relating to the 13 1/2 Series
A and Series B First Mortgage Notes due 2003. *
10.01 Escrow and Disbursement Agreement dated March 28,
1996, by amd among Showboat Marina Casino Partnership,
Showboat Marina Finance Corporation and Showboat, Inc.
(as escrow agent and disbursement agent) and American
Bank National Association, as trustee. *
27.01 Financial Data Schedule
*Previously filed
30
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