<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, 1996 Commission File Number 0-20648
BLUE DIAMOND HOTEL & CASINO, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0253124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Boomtown, Inc.
P.O. Box 399, Verdi, Nevada 89439-0399
(Addressed of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 345-8643
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) (A)
AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
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 (of 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 13, 1996, the registrant had outstanding 100 shares of its Common
Stock, no par value.
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets, September 30, 1995 and March 31, 1996.......3
Statements of Operations For the Three and Six Months
Ended March 31, 1995 and 1996...............................4
Condensed Statements of Cash Flows For the Six Months
Ended March 31, 1995 and 1996...............................5
Notes to Financial Statements...............................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...........................................13
Item 5. Other Information...........................................13
Item 6. Exhibits and Reports on Form 8-K............................13
SIGNATURES................................................................14
SCHEDULE OF EXHIBITS......................................................15
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BLUE DIAMOND HOTEL & CASINO, INC.
BALANCE SHEETS
(in thousands)
September 30, March 31,
1995 1996
-----------------------
(unaudited)
ASSETS:
Current assets:
Cash and cash equivalents $ 2,630 $ 3,142
Accounts receivable, net 208 329
Income taxes receivable 3,608 5,496
Inventories 873 846
Prepaid expenses 1,350 1,284
Other current assets 214 213
--------- --------
Total current assets 8,883 11,310
Property and equipment, net 5,761 5,750
Investment in lease, net 13,077 12,805
Other assets 1,186 1,024
--------- --------
Total assets $ 28,907 $ 30,889
--------- --------
--------- --------
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
Accounts payable $ 1,119 $ 973
Accrued compensation 545 718
Other accrued liabilities 2,042 1,715
Note payable - Boomtown, Inc. 32,775 37,319
Accrued interest payable - Boomtown, Inc. 3,754 5,483
Long-term debt due within one year (Note 2) 587 708
--------- --------
Total current liabilities 40,822 46,916
Commitment and contingencies (Note 3)
Long-term debt due after one year (Note 2) 894 353
Stockholders' deficit:
Common stock, no par value, 2,500 shares
authorized, 100 shares issued and outstanding 1 1
Accumulated deficit (12,810) (16,381)
--------- --------
Total stockholders' deficit (12,809) (16,380)
--------- --------
Total liabilities and stockholders' deficit $ 28,907 $ 30,889
--------- --------
--------- --------
See accompanying notes.
3
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
STATEMENT OF OPERATIONS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1995 1996 1995 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Gaming $ 8,611 $ 8,326 $16,892 $16,314
Food and beverage 1,880 2,024 3,695 3,841
Hotel and recreational vehicle park 1,272 1,518 2,503 2,876
Family entertainment center 76 54 159 117
Mini-mart 33 38 71 76
Showroom 37 - 53 -
Other income 224 131 424 283
------- ------- ------- -------
12,133 12,091 23,797 23,507
Costs and expenses:
Gaming 3,096 3,088 6,298 5,959
Gaming equipment leases 666 666 1,332 1,332
Food and beverage 2,274 2,294 4,457 4,966
Hotel and recreational vehicle park 607 578 1,185 1,133
Family entertainment center 55 23 98 49
Mini-mart 22 21 46 42
Showroom 46 - 55 -
Marketing 1,081 1,470 2,332 2,806
General and administrative 4,659 4,955 9,579 10,097
Depreciation and amortization 296 346 711 665
------- ------- ------- -------
12,802 13,441 26,093 27,049
Loss from operations (669) (1,350) (2,296) (3,542)
Interest and other expense, net (1,095) (994) (1,506) (1,771)
------- ------- ------- -------
Loss before income tax benefit (1,764) (2,344) (3,802) (5,313)
Income tax benefit (533) (783) (1,399) (1,742)
------- ------- ------- -------
Net loss $(1,231) $(1,561) $(2,403) $(3,571)
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
See accompanying notes.
4
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
1995 1996
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,403) $(3,571)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 711 665
Income taxes receivable 305 (1,889)
Accounts payable 355 (146)
Other accrued liabilities (655) (328)
Accrued interest payable - Boomtown, Inc. 1,364 1,728
Other adjustments, net (79) 312
------ -------
Net cash used in operating activities (402) (3,229)
------ -------
Cash flows from investing activities:
Proceeds from sale of property and equipment 1,017 --
Payments for purchases of property and equipment (280) (161)
------ -------
Net cash (used in) provided by investing activities 737 (161)
------ -------
Cash flows from financing activities:
Note payable - Boomtown, Inc., net 104 4,322
Proceeds from long-term debt 758 163
Principal payments on long-term debt (353) (583)
------ -------
Net cash provided by financing activities 509 3,902
------ -------
Net increase in cash and cash equivalents 844 512
Cash and cash equivalents:
Beginning of period 1,815 2,630
------ -------
End of period $2,659 $ 3,142
------ -------
------ -------
</TABLE>
See accompanying notes.
5
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
BASIS OF PRESENTATION AND NATURE OF BUSINESS - Blue Diamond Hotel &
Casino, Inc. (the "Company" or "Blue Diamond"), a Nevada Corporation
incorporated on November 1, 1989, is a wholly-owned subsidiary of Boomtown,
Inc. ("Boomtown"). Previously, Boomtown owned 50% of the Company and Edward P.
Roski, Jr. ("Roski"), owned the remaining 50% of the Company. Roski is a
member of the Board of Directors of Boomtown and an affiliate of IVAC, a
California general partnership, which owns the land and building leased by the
Company for the Resort. Boomtown has loaned IVAC $27.3 million (the "IVAC
Loans") which was used to help construct the resort. The IVAC Loans are
secured by separate deeds of trust on the Resort, which deeds of trusts are
subordinate to separate deeds of trust securing Blue Diamond and Boomtown's
obligations in connection with Boomtown's Indenture (as defined under
"Management Discussion and Analysis of Financial Condition and Results of
Operations" in the Boomtown, Inc., Form 10-K for the period ending September
30, 1995). Boomtown receives interest income of $2.7 million annually from
IVAC as a result of these loans. In turn, Blue Diamond pays rent to IVAC in
the amount of $5.4 million annually to lease the facility. After commencement
of operations, Boomtown exercised its option to purchase all of Roski's
ownership interest in the Company for 714,286 shares of Boomtown's Common
Stock. This along with capitalized interest of $1.2 million, is shown as an
investment in lease on the accompanying balance sheets. The Company has certain
renewal options in certain very limited circumstances. The Company has an
option to purchase the resort from IVAC exercisable during a period of six
months beginning in May 1996 in exchange for, at IVAC's option, either 1)
shares of the Company's Common Stock (which would be at a minimum of 2.5
million shares) or 2) cash (which amount would be a minimum of $40 million).
At the time of exercise, the investment in lease would be capitalized as part
of the resort purchase price. In addition, the Company's loans to IVAC,
including accrued interest, would be capitalized as part of the resort purchase
price. The Company does not currently intend to exercise the resort purchase
option.
Should the Company not exercise the Resort Purchase Option prior to the
expiration of the option term, Blue Diamond would not have the right to renew
its current lease of the Resort which expires in July 1999 (the "Expiration
Date"), and would effectively lose all interest in the resort upon the
Expiration Date. If the Company does not exercise the purchase option, upon
the expiration of the lease, IVAC will have a right to purchase at book value
all of the Company's furniture, fixtures and equipment. Further, should the
Company not exercise the Resort Purchase Option, at the end of the option term,
if it expires unexercised, the investment in lease (with a carrying value of
approximately $12.8 million at March 31, 1996) will be expensed and IVAC, would
be required to repay the loans made by Boomtown within 30 months after the
Resort Option has expired (May 1999).
INTERIM FINANCIAL INFORMATION - The balance sheet at September 30, 1995
has been taken from the audited financial statements at that date. The interim
financial information is unaudited. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments,
6
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
which the Company considers necessary for a fair presentation of its financial
position at March 31, 1996, the results of operations for the three and six
months ended March 31, 1996 and 1995, respectively and cash flows for the six
months ended March 31, 1996 and 1995 have been included. The Company's
operations are seasonal and thus operating results for the three and six months
ended March 31, 1996 should not be considered indicative of the results that
may be expected for the fiscal year ending September 30, 1996. The unaudited
financial statements should be read in conjunction with the financial
statements and footnotes thereto included in the Company's Form 10-K for the
year ended September 30, 1995.
RECLASSIFICATIONS - Certain reclassifications have been made to the 1995
financial statements to conform to the 1996 presentation.
2. LONG-TERM DEBT
Long-term debt consists of the following:
September 30, 1995 March 31, 1996
------------------ --------------
11.5% note payable $ 808,000 $ 645,000
Capital lease obligations 673,000 416,000
---------- ----------
1,481,000 1,061,000
Less amounts due within one year 587,000 708,000
---------- ----------
$ 894,000 $ 353,000
---------- ----------
---------- ----------
The 11.5% note payable is secured by furniture, fixtures and equipment.
The note matures in September 1997.
The capital lease obligations are for equipment that require monthly
payments of approximately $30,000 and mature July 1997.
3. COMMITMENTS AND 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"). The
Notes are secured by, among other things, a limited guarantee by the Company.
As defined in the Indenture to the Notes, the Company's guarantee is limited to
loans made by Boomtown to IVAC ($27.3 million at March 31, 1996) and any
outstanding liability related to advances received by the Company from Boomtown
($37.3 million at March 31, 1996).
The Indenture governing the Notes places certain business, financial and
operating restrictions on Boomtown 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,
repurchases of capital stock of Boomtown and redemption's of
7
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
subordinated debt; limitations on transactions with affiliates; limitations
on mergers, consolidations and sales of assets; limitations on amending
existing partnership and facility construction agreements; and limitations on
the use of proceeds from the issuance of Notes.
In addition, the Company is a guarantor for a ship mortgage with an
outstanding balance of $3.8 million at March 31, 1996, of Louisiana - I Gaming,
L.P., a majority owned and controlled partnership of Boomtown.
The Partnership is also a guarantor of a note payable with an outstanding
balance of $466,000 at March 31, 1996, of Mississippi - I Gaming, L.P., a
majority owned and controlled Partnership of Boomtown.
4. MANAGEMENT FEE
Boomtown is responsible for managing the operations of the Company and all
of its other subsidiaries (collectively the "Subsidiaries"). During the second
fiscal quarter and six months ended March 31, 1996, Boomtown charged its
Subsidiaries for their pro-rata share of the costs it incurred relative to this
management function (the "Management Fee"). During the quarter and six months
ended March 31, 1996, the Company recorded Management Fees in the amount of
$228,000 and $408,000, respectively.
5. COMMON STOCK OUTSTANDING AND NET LOSS PER SHARE
The Company is a wholly-owned and consolidated subsidiary of Boomtown,
Inc. There are 100 shares of Company stock issued and there are no Common
Stock equivalents outstanding. Therefore, the net loss per share of the
unconsolidated subsidiary has little or no meaning and are not presented here-
in.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 quarters and six months
ended March 31, 1995 and 1996:
<TABLE>
<CAPTION>
(thousands) Quarter Ended Six Months Ended
(unaudited) March 31, March 31,
1995 1996 1995 1996
---------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Gaming $ 8,611 71.0% $ 8,326 68.9% $16,892 71.0% $16,314 69.4%
Non-gaming 3,522 29.0% 3,765 31.1% 6,905 29.0% 7,193 30.6%
---------------- --------------- -------------- ---------------
12,133 100.0% 12,091 100.0% 23,797 100.0% 23,507 100.0%
Operating costs and expenses:
Gaming 3,762 31.0% 3,754 31.0% 7,630 32.1% 7,291 31.0%
Non-gaming 3,004 24.8% 2,916 24.1% 5,841 24.5% 6,190 26.4%
Marketing, general and
administrative 5,740 47.3% 6,425 53.0% 11,911 50.1% 12,903 54.9%
Depreciation and
amortization 296 2.4% 346 2.9% 711 3.0% 665 2.8%
---------------- --------------- -------------- ---------------
12,802 105.5% 13,441 111.2% 26,093 109.6% 27,049 115.1%
Loss from operations (669) (5.5%) (1,350) (11.2%) (2,296) (9.6%) (3,542) (15.1%)
Interest and other expense,
net (1,095) (9.0%) (994) (8.2%) (1,506) (6.3%) (1,771) (7.5%)
---------------- --------------- -------------- ---------------
Loss before income
tax benefit (1,764) (14.5%) (2,344) (19.4%) (3,802) (16.0%) (5,313) (22.6%)
Income tax benefit (533) (4.4%) (783) (6.5%) (1,399) (5.9%) (1,742) (7.4%)
---------------- --------------- -------------- ---------------
Net loss (1,231) (10.1%) $(1,561) (12.9%) (2,403) (10.1%) $(3,571) (15.2%)
---------------- --------------- -------------- ---------------
---------------- --------------- -------------- ---------------
</TABLE>
Total revenues for the quarter ended March 31, 1996 were $12.1 million,
$42,000 lower than during the same prior year period. Gaming revenues are
derived from slot machines and video gaming machines, various table games, and
keno. During the first half of fiscal 1996 the Company recorded gaming
revenues of $16.3 million, 3% lower than the prior year. The decline in gaming
revenues during the current year periods resulted from lower hold percentages
on gaming machines, as well as disruption to the gaming floor during the second
quarter from remodeling the casino lay out.
Non-gaming revenues consist of revenues from food and beverage sales, a
300 room hotel, a 460-space full service recreational vehicle park, and other
entertainment amenities. Non-gaming revenues for the quarter and six months
ended March 31, 1996 were $3.8 million and $7.2 million, respectively, compared
to $3.5 million and $6.9 million for the same prior year periods. The increase
in non-gaming revenues resulted from higher food and beverage sales and
improved occupancy at the hotel and RV park.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The gaming margin decreased 6% for the second quarter of fiscal 1996 to
$4.6 million. This compares to $4.8 million in the same prior year quarter.
During the first six months of fiscal 1996, the gaming margin fell slightly
to $9.0 million from $9.3 million in the prior year. As a percentage of
gaming revenue, the margin remained at approximately 55% of gaming revenues.
Marketing expenses were $1.5 million and $2.8 million for the current
quarter and six month period, as compared with $1.1 million and $2.3 million
for the same prior year periods. Marketing expenses consist primarily of
costs associated with printed advertising, outdoor signs, media advertising,
promotional events, direct mailings, and bus programs. The increases are a
result of additional promotional events, designed to stimulate gaming play.
General and administrative ("G&A") expenses were $4.9 million and $10.1
million for the quarter and six months ended March 31, 1996. This represents
increases of 6.4% and 5.4%, respectively, compared to the same prior year
periods. The increase in G&A primarily resulted from management fees charged
to the Company by Boomtown. Boomtown is responsible for managing the
operations of the Company and charges a pro-rata share of the costs incurred
relative to this management function. During the quarter and six months ended
March 31, 1996, the Company recorded management fees in the amount of
$228,000 and $408,000, respectively. During the prior year period, management
fees were not charged.
Depreciation expense for the quarter and six months ended March 31, 1996
was $210,000 and $393,000, and amortization expense related to the investment
in lease of $136,000 and $272,000, respectively. The Company incurred
interest expense of $996,000, interest income of $3,000 and a loss on the
sale of assets of $2,000 during the second fiscal quarter of 1996. For the
six months of fiscal 1996, interest expense was $1.8 million, interest income
of $5,000 and a loss on the sale of assets of $2,000. The majority of
interest expense incurred is toward the outstanding note payable to Boomtown.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of liquidity at March 31, 1996 was cash
and cash equivalents of approximately $3.1 million, an increase of $512,000
from September 30, 1995. Operating Cash flow has continued to be negative and
has been so over the past five quarters. Cash deficiencies have been funded
by Boomtown, through a note payable to Boomtown. Net cash used in operating
activities for the six months ended March 31, 1996 was $3.2 million compared
to net cash used of $402,000 in the prior year commensurate period. The
decrease in operating cash flow resulted primarily from a $290,000 reduction
in revenues combined with higher operating costs of approximately $1.0
million.
Net uses of cash in investing activities for the six months ended March
31, 1996 totaled $161,000, toward the purchase of property and equipment. Net
cash provided from financing activities for the first six months of fiscal
1996 were $3.9 million, primarily related to the advanced from Boomtown as
the Company has continued to experience cash flow deficiencies.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996 the Company's debt was primarily comprised of $37.3
million note payable to Boomtown, Inc. and other notes and leases payable of
$1.1 million on furniture, fixtures and equipment.
In November 1993, Boomtown closed the issuance and sale of an aggregate
of $103.5 million principal amount of 11.5% First Mortgage Notes due November
1, 2003 (the "Notes") and warrants to purchase 472,500 shares of Boomtown's
Common Stock. Payment of the principal, interest and any other amounts owing
under the Notes has been unconditionally guaranteed by certain subsidiaries
of Boomtown. The Company has provided a guarantee of the Notes which is
limited as follows: until the Company has exercised the Resort Purchase
Option, (A) the Company's liability under its guarantee will be limited to an
amount equal to the sum of outstanding principal balance from time to time of
(x) loans, investments and other transfers of assets made to the Company by
Boomtown, Inc., any other guarantor subsidiary of Boomtown, Inc. and certain
other material subsidiaries which may be in existence and (y) loans made by
Boomtown to IVAC, a California general partnership, the entity which
constructed the Resort, and (B) the Company's guarantee is triggered by
Specific Events of Default rather than all events of default set forth in the
Indenture.
Currently, the Company's current available cash and cash equivalents and
anticipated cash flow from operations, are not sufficient to fund the
Company's working capital and normal recurring capital expenditures. Boomtown
has agreed to continue to fund the Company's negative cash flows and add such
advances to the note due Boomtown. The executed note agreement with Boomtown
states that principal and interest is to be paid from all available funds as
soon as such payment becomes practical, and in no event later than November
1998. Management of Boomtown will not require payments except to the extent
of the Company's available cash flows which have not yet been realized.
Interest is calculated on the note at 11.5% and is based on the average
monthly outstanding balance. Payments will be applied first to accrued
interest and then to principal.
Future operating results of the Company as well as the Company's cash
position may be affected by a number of factors, including without
limitation, seasonality, weather conditions, 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. For example, the Company is highly
dependent on the Las Vegas local market. The Company believes it has been
adversely affected to date by the intense competition in this local market
and although the Company is implementing marketing efforts to increase
attendance at its Las Vegas casino, there can be no assurance that the
Company will be able to compete effectively.
The statements set forth above regarding the Company's estimates of its
liquidity and capital expenditure requirements and the sufficiency of its
resources are "forward looking statements" within the Exchange Act of 1934,
as amended, and are subject to the safe harbors created thereby. Future
operating results could be adversley affected by a number of factors,
including without limitation, seasonality, weather conditions, 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
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
integrating the businesses of Boomtown and Hollywood Park following the
proposed merger and lack of financing following the proposed merger with
Hollywood Park. 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 estimates.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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 15.
13
<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.
Blue Diamond Hotel & Casino, Inc.
Registrant
Date: May 14, 1996 /s/ Phil Bryan
------------------------------------
Phil Bryan, President;
Chief Operating Officer
Date: May 14, 1996 /s/ Jon Whipple
------------------------------------
Jon Whipple, Corporate Controller,
Principal Accounting and Financial Officer
14
<PAGE>
SCHEDULE OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
10.1(1) 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").
10.2(2) 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.
10.3(5) First Amendment to and Clarification of Stockholders and Affiliates
Agreement dated as of November 10, 1993 between Blue Diamond,
Edward P. Roski, Sr., Roski, Roski, the Roski Community Property
Trust, the Roski Senior Revocable Trust, Boomtown, Inc., IVAC and
Majestic.
10.4(2) Lease dated as of June 30, 1993 between IVAC and Blue Diamond.
10.5(5) First Amendment to lease dated as of November 10, 1993 between IVAC
and Blue Diamond.
10.6(2) Purchase Option Agreement dated as of June 30, 1993 by and among IVAC,
Boomtown, Inc. and Blue Diamond.
10.7(5) Amendment to Purchase Option Agreement; Consent to Assignment dated
as of November 10, 1993 between IVAC, Boomtown, Inc. and Blue Diamond.
10.8(2) Development and Pre-Opening Services Agreement dated as of June 30,
1993 between Boomtown, Inc., Blue Diamond and IVAC.
10.9(2) Management Agreement dated as of June 30, 1993 between Boomtown, Inc.,
Blue Diamond.
10.10(2) Affiliate Loan Agreement dated as of June 30, 1993 by and among IVAC,
Majestic and Boomtown, Inc.
10.11(2) Bridge Loan Agreement dated as of June 30, 1993 by and among IVAC and
Boomtown, Inc.
10.12(5) Amendment No. 1 to Bridge Loan Agreement dated as of November 10, 1993
between IVAC and Boomtown, Inc.
15
<PAGE>
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
10.13(2) Trademark License Agreement dated as of June 30, 1993 by and between
Boomtown, Inc. and Blue Diamond.
10.14(2) Boomtown Stockholders Agreement dated as of June 30, 1993 by and among
Boomtown, IVAC and Roski.
10.15(2) Standard Form Agreement Between Owner and Designer/Builder, Part I
Agreement - Preliminary Design and Budgeting, dated as of May 10, 1993
between IVAC and Commerce Construction Co., Inc., and the Standard
Form of Agreement Between Owner and Designer/Builder, Part 2
Agreement - Final Design and Construction dated as of May 17, 1993
between Commerce Construction Co., Inc. and related documents.
10.16(5) Subordination Agreement dated as of November 10, 1993 between
Majestic, IVAC and Boomtown, Inc.
10.17(5) Omnibus Consent Agreement dated as of November 10, 1993 between Blue
Diamond, Edward P. Roski, Sr., Roski, Roski, the Roski Community
Property Trust, the Roski Senior Revocable Trust, Boomtown, Inc.,
IVAC and Majestic.
10.18(3) Purchase Agreement dated as of November 3, 1993 among Boomtown, Inc.,
Boomtown Hotel & Casino, Inc., Blue Diamond, Louisiana-I Gaming, L.P.,
Louisiana Gaming Enterprises, Inc., Mississippi-I Gaming, L.P.,
Bayview Yacht Club, Inc., Oppenheimer & Co., Inc. and Sutro & Co.
Incorporated.
10.19(4) Stock Acquisition Agreement and Plan of Reorganization dated June 30,
1994 by and between Boomtown, Inc. and Roski.
- - ------------------------------
(1) Incorporated by reference to the exhibit filed with Boomtown's Current
Report on Form 8-K filed with the SEC on March 18, 1993.
(2) Incorporated by reference to the exhibit filed with Boomtown's Current
Report on Form 8-K filed with the SEC on July 28, 1993.
(3) Incorporated by reference to the exhibit filed with Boomtown's Form 10-K
for the fiscal year ended September 30, 1993.
(4) Incorporated by reference to the exhibit filed with the Company's Form 10-Q
for the quarter ended June 30, 1994.
(5) Incorporated by reference to the exhibit filed with Boomtown's Form 10-K
for the fiscal year ended September 30, 1994.
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM
10-Q FOR THE SIX MONTHS ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND ACCOMPANYING FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,142
<SECURITIES> 0
<RECEIVABLES> 5,825<F1>
<ALLOWANCES> 0
<INVENTORY> 846
<CURRENT-ASSETS> 11,310
<PP&E> 7,084
<DEPRECIATION> 1,334
<TOTAL-ASSETS> 30,889
<CURRENT-LIABILITIES> 46,916
<BONDS> 353<F2>
0
0
<COMMON> 1
<OTHER-SE> (16,381)
<TOTAL-LIABILITY-AND-EQUITY> 30,889
<SALES> 23,224
<TOTAL-REVENUES> 23,507
<CGS> 0
<TOTAL-COSTS> 13,481
<OTHER-EXPENSES> 13,568
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,771<F3>
<INCOME-PRETAX> (5,313)
<INCOME-TAX> (1,742)
<INCOME-CONTINUING> (3,571)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,571)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>RECEIVABLES ARE PRESENTED NET OF ALLOWANCES.
<F2>LONG TERM DEBT DUE AFTER ONE YEAR.
<F3>NET OF INTEREST INCOME.
</FN>
</TABLE>
