COLORADO GAMING & ENTERTAINMENT CO
424B3, 1996-12-11
MISCELLANEOUS AMUSEMENT & RECREATION
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                                      FILED PURSUANT TO RULE 424(b)(3)

                Colorado Gaming & Entertainment Co.
    Supplement No. 1 Dated December 11, 1996 to Prospectus Dated
                          October 22, 1996



        On November 7, 1996, the Company issued the press release
   attached  hereto as  Annex A and  incorporated herein  by this
   reference.


                              ANNEX A 

   FOR IMMEDIATE RELEASE:   Thursday, November 7, 1996

   CONTACT:  Stephen J. Szapor, Jr., President/CEO        Madeleine Franco
             Robert J. Stephens, Vice President/Treasurer Eric Simonsen
             Colorado Gaming & Entertainment Co.          Jordan Richard Assoc.
             303-863-2400                                 801-595-8611

   COLORADO  GAMING &  ENTERTAINMENT ANNOUNCES THIRD QUARTER RESULTS

   DENVER, COLO.    Stephen J.  Szapor, Jr., president  and chief
   executive  officer of  Colorado  Gaming  &  Entertainment  Co.
   (NASDAQ  BB:  CGME),  announced today  results  for  the three
   months  ended September  30, 1996,  the  company's first  full
   quarter  of operations since completion  of its reorganization
   on June 7, 1996.

   For the most recent three-month period, the company posted net
   income of $232,000 or $0.05  per share on net revenue of $14.6
   million (up 18 percent) compared to a net loss of $8.7 million
   on  net  revenue  of $12.4  million  posted  by  the company's
   predecessor, Hemmeter  Enterprises, Inc.  (a private  company)
   for  the  third  quarter of  1995.  The  prior year's  results
   included losses  attributable  to  Hemmeter's  interest  in  a
   riverboat project in  New Orleans, as well  as higher interest
   charges from  the predecessors  company's debt structure,  and
   accordingly are not comparable.

   Increases  in revenue and profits were attributed primarily to
   initial results of  the Silver  Hawk Casino,  which opened  on
   June  26, 1996,  in  time  for the  historically  busy  summer
   season. Additionally, Szapor indicated that additional parking
   capacity since June  at the company's Bullwhackers  Black Hawk
   facility has  given the  property a  competitive edge.  Szapor
   also  noted that  continued reductions  in  corporate expenses
   from  downsizing   in  connection   with  the   reorganization
   contributed to favorable year-to-year comparisons.

   According to  Szapor, the  company's casino  operating  profit
   increased approximately $1.2  million, or 34 percent,  to $4.8
   million  for the most  recent three-month period.  At the same
   time, corporate  expenses were down  approximately $568,000 or
   37 percent from the prior year to $955,000 despite a charge in
   the  most recent  quarter  for  certain compensation  expenses
   relating to implementation of the company's new cash bonus and
   stock incentive plans.

   "We are pleased with  this quarter's results, which  attest to
   the effectiveness of our new business plan," said  Szapor. "We
   continue  to  explore  opportunities  to  expand  our business
   beyond one jurisdiction;  however, clearly our emphasis  is on
   increasing   revenue  and   earnings  at  our   core  Colorado
   properties by creating  an exceptional  gaming experience  for
   our  customers  and  a  rewarding  work  environment  for  our
   employees," he said.

   Szapor noted that the company recently began construction on a
   child  care   and  entertainment   center,  adjacent   to  its
   operations  in Black  Hawk. The  facility,  scheduled to  open
   during the  second quarter  of 1997, will  be operated  by New
   Horizon  Kids Quest  (Minneapolis),  with  Colorado  Gaming  &
   Entertainment receiving a percentage of gross revenue. 
    
   Colorado  Gaming  &  Entertainment  Co.  currently  owns   and
   operates three limited  stakes casinos in Colorado  located in
   the  adjacent  towns  of  Black  Hawk  and Central  City.  The
   casinos, operating  under the  names Bullwhackers  and  Silver
   Hawk,  offer  combined  gaming space  of  approximately 25,000
   square  feet, with 1,250 gaming  devices and 23 gaming tables.
   While all  operations are  currently located  within Colorado,
   the   company   continues    to   explore   potential   gaming
   opportunities outside the state.
    
        COLORADO GAMING AND ENTERTAINMENT
        SELECTED CONSOLIDATED RESULTS  FOR THE QUARTERS AND  NINE
        MONTHS ENDED SEPTEMBER 30
        (numbers in thousands, except per share amounts)
        (Unaudited)

                            Three months ended       Nine  months ended 
                              September 30,           September 30,    
                             1996(a)    1995         1996(a)      1995 
  
   Net revenue               $ 14,625  $ 12,440      $37,852    $36,107 
   Casino expenses              9,780     8,828       26,015     26,019 
   Casino operating profit      4,845     3,612       11,837     10,088 
   Pre-opening (Silver Hawk)     (26)     -           362            -   
   Corporate expenses            955      1,523       2,004      5,726 
   EBITDA                       3,916     2,089       9,471      4,362 
   Income (loss) 
     from operations            1,997       469       2,984     (5,185)
   Extraordinary gain 
     from reorganization            -         -       164,358        -
   Net income (loss)              232    (8,685)      164,427  (36,284)
   Net income per share(b)        $0.05    N/A          N/A       N/A 
   Weighted average common
     or common equivalent
     shares outstanding(b)     5,138,888   N/A          N/A       N/A


   (a)   Due to  the Reorganization  and implementation  of fresh
   start  accounting per SOP  90-7, financial statements  for the
   new Reorganized Company (period starting June 7, 1996) are not
   comparable to those  of the Predecessor Company.  See Notes to
   Consolidated Financial Statements for additional information. 

   (b)   The net income per common share and the weighted average
   shares outstanding for  the predecessor company have  not been
   presented   because,    due   to   the    reorganization   and
   implementation  of  fresh  start   reporting,  they  are   not
   comparable to subsequent periods.


                Colorado Gaming & Entertainment Co.
                    Consolidated Balance Sheets
               (In thousands, except shares amounts)

                                     Reorganized         Predecessor
                                     Company (a)         Company
                                     September 30, 1996  December 31, 1995
                                       (unaudited)

                 ASSETS

   Cash                                $ 4,815           $       3,623 
   Inventories                              92                      85
   Accounts receivable, net                201                     226 
   Prepaid expenses                        405                     638 

        Total current assets             5,513                   4,572

   Property, equipment and leasehold                                   
   improvements, net                    42,374                  32,127 

   Restricted funds in escrow (Note 2)     259                       -

   Excess reorganization value, net
   (Note 1)                              18,511                      -

   Other assets, net                        814                    981


        Total assets                 $   67,471                 37,680

   LIABILITIES AND STOCKHOLDERS 
   EQUITY
   
   Current portion of notes payable       1,990                      -
   Accounts payable                         821                    404
   Accrued interest                       1,907                      -
   Accrued expenses                       3,372                  3,953
        Total current liabilities         8,090                  4,357


   Senior secured notes payable
   (Note 3)                              50,000                      -
   Other notes payable, net of                                         
   current portion (Note 3)               4,953                      -
   Liabilities subject to compromise          -                186,460
        Total non-current liabilities    54,953                186,460

        Total liabilities                63,043                190,817
    
   Common stock, $.01 par value,
   20 million and 50 million shares
   authorized, respectively, 5,138,888
   and 11,786,235 issued and
   outstanding (Note 4)                      51                    118
   Warrants issued                            -                  7,000
   Additional paid-in capital            14,896                  2,162 
   Accumulated deficit                  (10,519)              (162,417) 
        Total stockholders' equity
        (deficit)                         4,428               (153,137)

        Total liabilities and
        stockholders' equity
        (deficit)                    $   67,471           $     37,680
                                                          


   (a)  Due to  the Reorganization  and  implementation of  fresh
   start  accounting pursuant  to SOP 90-7,  financial statements
   for  the Reorganized Company  (periods starting June  7, 1996)
   are  not comparable to those of  the Predecessor Company.  See
   Notes  to  Consolidated  Financial Statements  for  additional
   information.


                Colorado Gaming & Entertainment Co.
               Consolidated Statements of Operations
               (In thousands, except per data share)

                            Reorganized Company (a)      Predecessor Company

                               Unaudited
                           Three     June 7,       Three    January    Nine
                           Months      1996        Months   1,1996    Months
                           Ended     Through       Ended    Through    Ended
                          September  September   September   June   September
                           30, 1996  30, 1996    30, 1995   6, 1996  30, 1995
                            
   Revenue:
   Casino                 $13,973     $17,073    $11,718    $19,126  $ 34,101
   Food and beverage          999       1,215      1,083      1,288     2,887
   Other                       40          47         80         32       235
     Gross revenue         15,012      18,335     12,881     20,446    37,223
     Less:  Promotional
       allowances            (387)      (465)      (441)       (464)   (1,116)
     Net revenue           14,625     17,870     12,440      19,982    36,107

   Operating Expenses:
   Casino                   3,678      4,269      3,244       5,544     9,762
   Gaming taxes             2,548      3,308      2,431       3,614     6,993
   Food and beverage          928      1,128        790       1,299     2,340
   General and
   administrative:
     Casino                   723        917        792       1,249     2,594
     Corporate                955      1,102      1,523         902     5,726
   Marketing                1,903      2,338      1,571       2,349     4,330
   Depreciation and         1,813      2,209      1,178       1,882     3,529
   amortization
   Pre-opening                (26)       315          -          47         -
   Reorganization items       106        106        442       2,290       700
   Impairment of assets
   and other expenses           -           -          -          -     5,318
        Total operating
        expenses           12,628      15,692     11,971     19,176    41,292

   Income (loss) from
   operations               1,997       2,178        469        806    (5,185)

   Interest expense        (1,743)     (2,146)    (6,076)      (579)  (16,052)
   Interest income             49          59         43         66       333
   Loss on disposition
   of assets                  (71)        (71)       (51)      (244)     (124)
   Equity in loss of GPRI       -           -      (3,070)        -   (15,256)
    
   Income (loss) before
   income tax expense 
      and extraordinary
      items                   232         20       (8,685)       49   (36,284)

   Income tax expense 
   (Note 5)                     -          -            -         -         -

   Net income (loss)
   before extraordinary
   gain                       232         20        (8,685)       49  (36,284)

   Extraordinary gain
   from reorganization
   items                        -         -              -   164,358        -

   Net income (loss)          232        20         (8,685)  164,407  (36,284)

   Net income per common
   share (b)                 0.05      0.00           N/A       N/A      N/A


   (a)  Due  to the  Reorganization and  implementation  of fresh
   start accounting pursuant  to SOP  90-7, financial  statements
   for the  Reorganized Company (periods  starting June 7,  1996)
   are not comparable  to those of the Predecessor  Company.  See
   Notes to the Financial Statements for additional information.

   (b) The weighted average  number of common shares  outstanding
   and net  income per common  share for the  Predecessor Company
   have not been presented because, due to the Reorganization and
   implementation  of   fresh  start  accounting,  they  are  not
   comparable to subsequent periods.



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