<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 December 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
(Address 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 (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
On February 13, 1997 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, 1996 and December 31, 1996 . . . . 3
Statements of Operations for the Three Months
Ended December 31, 1995 and 1996 . . . . . . . . . . . . . . . . 4
Condensed Statements of Cash Flows for the Three Months
Ended December 31, 1995 and 1996 . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 12
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SCHEDULE OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BLUE DIAMOND HOTEL & CASINO, INC.
BALANCE SHEETS
(in thousands)
(except share data)
September 30, December 31,
1996 1996
------------ ------------
ASSETS:
Current assets:
Cash and cash equivalents $ 2,563 $ 3,282
Accounts receivable, net 301 273
Inventories 336 387
Prepaid expenses 1,367 1,463
Other current assets 189 189
--------- --------
Total current assets 4,756 5,594
Property and equipment, net 1,040 830
Deferred income taxes 1,803 1,803
Other assets 237 214
--------- --------
Total assets $ 7,836 $ 8,441
--------- --------
--------- --------
LIABILITIES AND STOCKHOLDER'S DEFICIT:
Current liabilities:
Accounts payable $ 895 $ 976
Accrued compensation 704 1,164
Other accrued liabilities 1,283 1,119
Note payable - Boomtown, Inc. 33,785 34,953
Accrued interest payable - Boomtown, Inc. 7,372 8,389
Long-term debt due within one year (Note 2) 800 628
--------- --------
Total current liabilities 44,839 47,229
Contingencies (Note 3)
Stockholder's deficit:
Common stock, no par value, 2,500 shares
authorized, 100 shares issued and
outstanding 1 1
Accumulated deficit (37,004) (38,789)
--------- --------
Total stockholder's deficit (37,003) (38,788)
--------- --------
Total liabilities and stockholder's deficit $ 7,836 $ 8,441
--------- --------
--------- --------
See accompanying notes.
3
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
STATEMENT OF OPERATIONS
(in thousands)
(unaudited)
Three Months Ended
December 31,
1995 1996
--------- --------
Revenues:
Gaming $ 7,988 $ 8,401
Food and beverage 1,817 2,117
Hotel and recreational vehicle park 1,358 1,552
Family entertainment center 63 62
Mini-mart 38 40
Other income 152 98
--------- --------
11,416 12,270
Costs and Expenses:
Gaming 3,057 3,308
Gaming equipment leases 666 666
Food and beverage 2,935 2,693
Hotel and recreational vehicle park 616 681
Family entertainment center 26 31
Mini-mart 21 20
Marketing 1,349 1,897
General and administrative 3,027 2,752
Property rent 1,364 1,364
Management fee-Boomtown, Inc. (Note 4) 228 180
Depreciation and amortization 319 243
--------- --------
13,608 13,835
Loss from operations (2,192) (1,565)
Interest and other expense, net (777) (1,079)
--------- --------
Loss before income tax benefit (2,969) (2,644)
Income tax benefit 959 859
--------- --------
Net loss ($ 2,010) ($ 1,785)
--------- --------
--------- --------
See accompanying notes.
4
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
(in thousands)
Three Months Ended
December 31,
1995 1996
--------- --------
Cash flows from operating activities:
Net loss ($ 2,010) ($ 1,785)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 319 243
Changes in operating assets
and liabilities, net 809 1,300
--------- --------
Net cash used in operating activities (882) (242)
Cash flows from investing activities:
Payments for purchases of property
and equipment (95) (33)
--------- --------
Net cash used in investing activities (95) (33)
--------- --------
Cash flows from financing activities:
Note payable-Boomtown, Inc. 2,247 1,166
Proceeds from long-term debt 130
Principal payments on long-term debt (406) (172)
--------- --------
Net cash provided by financing activities 1,971 994
--------- --------
Net increase in cash and cash equivalents 994 719
Cash and cash equivalents:
Beginning of period 2,630 2,563
--------- --------
End of period $ 3,624 $ 3,282
--------- --------
--------- --------
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 and
Casino, Inc. ("Boomtown Las Vegas" or "Blue Diamond" or the "Company"), is a
wholly owned subsidiary of Boomtown, Inc. ("Boomtown") and commenced operations
in May 1994 on a 56-acre site at the interchange of Blue Diamond Road and
Interstate 15, the principal thoroughfare connecting Southern California to Las
Vegas. The property is heavily themed on an old mining town, as reflected on
the outside facade and the interior decor. Boomtown Las Vegas includes a
30,000-square foot casino with 1,100 slot machines and 25 gaming tables, 300
hotel rooms, a 460-space full service recreational vehicle park, two
restaurants, an entertainment lounge and a replica of an old mine where
customers can pan for real gold. Boomtown Las Vegas currently employs
approximately 900 employees.
BOOMTOWN'S PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD PARK") On
April 23, 1996, Boomtown entered into an Agreement and Plan of Merger with
Hollywood Park relating to the strategic combination of Hollywood Park and
Boomtown. Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, Boomtown would become a wholly-owned subsidiary of
Hollywood Park (the "Merger"). Pursuant to the Merger Agreement, at the
effective date of the Merger each issued and outstanding share of Boomtown
Common Stock will be converted into the right to receive 0.625 (the "Exchange
Ratio"), of a share of Hollywood Park Common Stock. The Merger is intended to
be structured as a tax-free reorganization. The shareholders of Boomtown and
Hollywood Park have approved the Merger. To date, the Merger has only been
approved by the Mississippi gaming authorities. The Merger is still subject to
approval by the Nevada and Louisiana gaming authorities.
Certain additional matters relating to the signing of the Merger Agreement
and a complete description of the Merger Agreement are more fully described in
Boomtown's Form 8-K dated April 23, 1996, including the Agreement and Plan of
Merger file as exhibit 2.1 thereto, and filed with the Securities and Exchange
Commission on May 3, 1996.
TERMINATION OF LAS VEGAS PROPERTY LEASE - On August 12, 1996, Boomtown,
Blue Diamond, Hollywood Park, Roski, IVAC and Majestic Realty entered into the
Blue Diamond Swap Agreement (the "Swap Agreement") pursuant to which the parties
agreed that, upon consummation of the Merger, and contingent upon the closing of
the Merger, Boomtown and Blue Diamond (or any transferee thereof as set forth in
the Swap Agreement) would exchange their entire interest in the Blue Diamond
Resort (the "Resort") (including the IVAC Loans), and effectively transfer all
interest in the Resort to Edward P. Roski, Jr. ("Roski"), in exchange for a
$5.0 million unsecured promissory note (the "First Note") and an unsecured
promissory note (the "Second Note") equal in amount to the note to be issued
by Hollywood Park to Roski for the purchase of his Boomtown common stock
referred to in a following paragraph (valued at approximately $3.5 million)
and assumption by Roski, IVAC or an affiliate of certain liabilities (the
"Swap"). The First Note has an interest rate equal to the prime rate plus
one and one half percent (1.5%) per annum and provides for annual principal
payments of one million dollars ($1,000,000) plus accrued interest and maturing
on the date that is five years after the Exchange Date (as such terms are
defined in the Swap Agreement). The Second Note has
6
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
an interest rate equal to the prime rate plus one-half percent (.5%) per annum
and provides for a payment of all principal plus accrued interest on the date
that is three (3) years after the Exchange Date. Consummation of the Swap is
subject to obtaining all necessary Governmental approvals, including gaming
approval.
In exchange for its interest in the Resort, Boomtown will receive notes
payable with an estimated value totaling $8.5 million, an estimated cash payment
of $2.1 million, release from lease obligations under the Resort lease, Roski's
assumption of certain liabilities and note obligations totaling approximately
$3.8 million and the ongoing expenses of the Resort. Additionally, Roski will
assume all operating leases including any residual balances due under such
leases. The Swap Agreement requires approvals from applicable gaming authorities
and Boomtown intends to seek the consent of the holders of a majority of the
outstanding principal amount on the Notes (see Note 3). The Swap would be
effected immediately following the Merger which is expected to be completed
during the second quarter of calendar 1997.
In accordance with the terms of the Swap Agreement, with certain exceptions
set forth in the Swap Agreement, the Company will continue to operate the
property until consummation of the Merger. Boomtown and Blue Diamond will be
responsible for the liabilities of the Resort prior to the Swap and Roski will
be responsible for the liabilities of the Resort subsequent to the Swap. In
addition, Roski will resign from Boomtown's Board of Directors, effective as of
the Exchange Date. Subject to certain conditions set forth in the Swap
Agreement, the Swap may be effectuated through any structure agreed upon by
Boomtown and Hollywood Park. If the Swap were not consummated for any reason,
Boomtown would continue to operate the property through the expiration of the
lease term in July 1999, and the IVAC Notes would be required to be repaid to
Boomtown at such time.
On August 12, 1996, Hollywood Park and Roski further entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Hollywood
Park will, concurrently with the Swap, purchase the stock in Boomtown held by
Roski ("Roski Stock") for its market price on the date of the Swap (estimated to
be $3.5 million). The purchase will be paid through the issuance of an
unsecured promissory note having an interest rate equal to the prime rate plus
one percent (1%) per annum and providing for four equal annual principal
payments plus accrued interest and maturing on the date that is four (4) years
after the Exchange Date. The Stock Purchase Agreement may also be terminated
by Hollywood Park in the event that Boomtown and Hollywood Park, in accordance
with the provisions set forth in the Swap Agreement, elect to utilize a
structure to effect the Swap which would require Roski to retain the Roski
Stock.
For a full discussion of the terms of the above described relationships and
transactions, see Boomtown's 1994 Registration Statement on Form S-4, and
Hollywood Park, Inc.'s Form S-4 dated September 18, 1996 as filed with the SEC,
respectively.
7
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
INTERIM FINANCIAL INFORMATION - The balance sheet at September 30, 1996 has
been taken from the audited financial statements at that date. The interim
financial information is unaudited. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, which the Company
considers necessary for a fair presentation of its financial position at
December 31, 1996, the results of operations and cash flows for the three months
ended December 31, 1996 and 1995, have been included.
The Company's operations are seasonal and thus operating results for the
three months ended December 31, 1996 should not be considered indicative of the
results that may be expected for the fiscal year ending September 30, 1997. 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, 1996.
RECLASSIFICATIONS - Certain reclassifications have been made to the fiscal
1996 financial statements to conform to the fiscal 1997 presentation.
2. LONG-TERM DEBT
Long-term debt consists of the following:
September 30, December 31,
1996 1996
------------ ------------
11.5% note payable $ 442,000 $ 336,000
Capital lease obligation 358,000 292,000
----------- ----------
800,000 628,000
Less amounts due within one year 800,000 628,000
----------- ----------
$ -- $ --
----------- ----------
----------- ----------
The 11.5% note payable is secured by furniture, fixtures and equipment with
a net book value of approximately $994,200 as of December 31, 1996 (prior to the
write down related to the Swap Agreement). This note matures in September 1997.
The Capital lease obligation is secured by equipment with a net book value of
approximately $704,900 as of December 31, 1996 (prior to the write down related
to the Swap Agreement). The capital lease obligation matures in September 1997.
3. CONTINGENCIES
On November 24, 1993, Boomtown completed the private placement of $103.5
million of 11.5% First Mortgage Notes due November 2003 (the "Notes"). The
Notes are secured by, among other things, a full and unconditional guarantee by
the Partnership, as defined in the Indenture to the Notes.
8
<PAGE>
BLUE DIAMOND HOTEL & CASINO, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
3. CONTINGENCIES (CONTINUED)
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 operational leases; limitations on dividends,
repurchase of capital stock of Boomtown and redemption's of 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 the Notes.
In addition, the Company is a guarantor for a ship mortgage with an
outstanding balance of $2.9 million at December 31, 1996, of Louisiana - I
Gaming, L.P., a majority owned and controlled partnership of Boomtown.
The Company is also a guarantor of a note payable with an outstanding
balance of $243,000 at December 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
other of its subsidiaries (collectively the "Subsidiaries"). During the first
fiscal quarter ended December 31, 1995 and 1996, Boomtown charged the
Subsidiaries for their pro-rata share of the costs it incurred relative to this
management function (the "Management Fee") in the amount of $228,000 and
$180,000, 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 Company has
little or no meaning and are not presented herein.
9
<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 three months ended
December 31, 1995 and 1996 (unaudited):
Three Months Ended
December 31,
1995 1996
----- -----
Revenues:
Gaming 70.0% 68.5%
Non-gaming 30.0 31.5
----- -----
100.0 100.0
Operating expenses:
Gaming 32.6 32.4
Non-gaming 31.5 27.9
Marketing, general & administrative 38.3 37.9
Property rent 12.0 11.1
Management fee - Boomtown, Inc. 2.0 1.5
Depreciation and amortization 2.8 2.0
----- -----
119.2 112.8
Loss from operations (19.2) (12.8)
Interest and other income (expense), net (6.8) (8.8)
----- -----
Loss before tax benefit (26.0) (21.6)
Income tax benefit 8.4 7.0
----- -----
Net loss (17.6)% (14.6)%
----- -----
----- -----
Total revenues for the quarter ended December 31, 1996 were $12.3 million,
an increase of 7.5% over the $11.4 million during comparable prior year period.
Gaming revenues were $8.4 million for the quarter just ended as compared to $8.0
million during the prior year quarter ended December 31, 1995. Gaming revenues
are derived from slot machines, video gaming machines, various table games and
keno. The increase in gaming revenues during the current year quarter resulted
primarily from increased marketing efforts including a major marketing promotion
titled "Wake the Dragon" resulting in higher slot machine volume during the
quarter. The slot promotion was very popular in increasing the local patronage
of the Boomtown property.
Non-gaming revenues were $3.9 million and $3.4 million for the quarters
ended December 31, 1996 and 1995, respectively. Non-gaming revenues consist of
revenue from food and beverage sales, a 300 room hotel, a 460 space full-service
recreational vehicle park and other entertainment amenities. The increase in
non-gaming revenues resulted from higher food and beverage sales, as the Company
has expanded its efforts on improving the quality of its food in order to
increase gaming patronage as well as improved occupancy at the hotel and RV park
as Boomtown becomes more established in the market.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
The gaming margin was $4.4 million during the first quarter of fiscal 1997
as compared to $4.3 million in the prior year period. As a percentage of
revenue the gaming margin was 52.7% and 53.4% for the quarters ended December
31, 1996 and 1995, respectively. The non-gaming margin for the quarter ended
December 31, 1996 was $444,000 as compared to a loss of $170,000 during the
prior year period. The increase in the non-gaming margin resulted from improved
revenues and lower costs from the Company's restaurant and bar sales. The
Company continues to achieve its success in increasing revenues from its food
and beverage sales by enhancement of quality and lowering costs as a percentage
of revenue.
Marketing expenses were $1.9 million for the quarter just ended, compared
to $1.3 million during the same prior year period. The increase in marketing
expense resulted primarily from additional outdoor billboard advertising, costs
associated with its "Wake the Dragon" promotion and higher cash redemption fees
from the Company's players club. General and administrative expenses were $2.8
million for the first quarter of fiscal 1997, compared to $3.0 million, a 9.1%
decline over the prior period ended December 31, 1995. The reduction in general
and administrative expenses results from lower payroll as the Company continues
its efforts to implement cost reduction measures.
During the three months ended December 31, 1996 and 1995, the Company
incurred $1.4 million in property rent from the Company's agreement to lease the
land and building facilities in the operations of its casino property.
Depreciation expense for the quarter ended December 31, 1996 was $243,000
as compared to $319,000 in the same prior year period. The reduction resulted
from the write-down of fixed assets during the third quarter of fiscal 1996 in
accordance with the Company's agreement to exchange its interest in the Blue
Diamond Resort and effectively transfer all interest in the Resort to the lessor
and property owner.
The Company incurred interest expense of $1.1 million during the first
quarter of fiscal 1997 compared to $779,000 during the same prior year period.
The majority of the interest expense is charged by Boomtown, Inc. on the
outstanding notes payable to Boomtown, Inc. The higher interest expense during
the current year period was a result of a higher outstanding note balance
payable to Boomtown, Inc.
GUARANTEE OF BOOMTOWN NOTES BY THE PARTNERSHIP
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 472,000 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,
including the Partnership. See the Indenture, which is hereby incorporated by
reference, attached as Exhibit 12.36 to Boomtown, Inc.'s Annual Report on Form
10-K for the year ended September 30, 1994.
11
<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.
12
<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: February 14, 1997 /s/ Phil E. Bryan
-----------------------------------
Phil E. Bryan, President; Chief
Operating Officer
Date: February 14, 1997 /s/ Jon L. Whipple
-----------------------------------
Jon L. Whipple, Vice President of
Finance, Principal Accounting and
Financial Officer
13
<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, 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.,
and 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.
14
<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, 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.
10.20(6) Agreement between Boomtown, Hollywood Park and Edward P. Roski, Jr.
("Swap Agreement") effectively terminating the lease of the Blue
Diamond Property and selling virtually all assets and liabilities
effective with the close of Boomtown's merger with Hollywood Park.
- ---------------
(1) Incorporated by reference to the exhibit filed with Boomtown Inc.'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 Inc.'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 Inc.'s Form
10-K for the fiscal year ended September 30, 1993.
15
<PAGE>
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
(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 Inc.'s Form
10-K for the fiscal year ended September 30, 1994.
(6) Incorporated by reference to the exhibit filed with Boomtown Inc.'s Form
10-Q for the quarter ended June 30, 1996.
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLUE DIAMOND
HOTEL & CASINO, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,282
<SECURITIES> 0
<RECEIVABLES> 273
<ALLOWANCES> 0
<INVENTORY> 387
<CURRENT-ASSETS> 5,594
<PP&E> 2,622
<DEPRECIATION> 1,792
<TOTAL-ASSETS> 8,441
<CURRENT-LIABILITIES> 47,229
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (38,789)
<TOTAL-LIABILITY-AND-EQUITY> 8,441
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<INCOME-TAX> 859
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,785)
<EPS-PRIMARY> 0
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</TABLE>
