<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 June 30, 1996 Commission File Number 0-20648
LOUISIANA - I GAMING, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Louisiana 72-1238179
(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
----- -----
<PAGE>
LOUISIANA - I GAMING, L.P.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets, September 30, 1995 and June 30, 1996 ........ 3
Statements of Operations For the Three and Nine Months
Ended June 30, 1996 and 1995 ................................ 4
Condensed Statements of Cash Flows For the Nine Months
Ended June 30, 1996 and 1995 ................................ 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.
LOUISIANA - I GAMING, L.P.
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1995 1996
------------- -----------
ASSETS: (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,072 $ 4,077
Accounts receivable, net 147 79
Inventories 567 221
Prepaid expenses 1,369 438
------- -------
Total current assets 5,155 4,815
Property and equipment, at cost,
less accumulated depreciation 55,716 56,307
Other assets 302 186
------- -------
Total assets $61,173 $61,308
======= =======
LIABILITIES AND PARTNERS' CAPITAL:
Current liabilities:
Accounts payable $ 732 $ 602
Accrued compensation 609 972
Other accrued liabilities 2,787 3,730
Note payable - Boomtown, Inc. 36,290 26,917
Accrued interest payable - Boomtown, Inc. 322 264
Long-term debt due within one year (Note 2) 1,604 2,035
------- -------
Total current liabilities 42,344 34,520
Long-term debt due after one year (Note 2) 3,750 2,836
Commitments and contingencies (Note 3)
Deferred gain 213 124
Partners' capital:
General Partner 743 1,182
Limited Partners 14,123 22,646
------- -------
Total Partners' capital 14,866 23,828
------- -------
Total Liabilities and Partners' Equity $61,173 $61,308
======= =======
</TABLE>
See accompanying notes.
3
<PAGE>
LOUISIANA - I GAMING, L.P.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
1995 1996 1995 1996
------- ------- ------- ------
<S> <C> <C> <C> <C>
Revenues:
Gaming $17,683 $17,465 $55,013 $52,245
Family entertainment center 229 230 509 625
Food and beverage 162 135 382 421
Cabaret 109 190 181 582
Other income 101 91 314 456
------- ------- ------- -------
18,284 18,111 56,399 54,329
Costs and expenses:
Gaming 5,737 6,739 17,989 20,251
Gaming equipment leases 433 415 433 1,324
Family entertainment center 125 143 323 408
Food and beverage 160 174 396 522
Cabaret 69 184 123 500
Marketing 738 1,008 2,682 3,165
General and administrative 5,369 4,416 15,845 13,803
Depreciation 573 716 1,825 2,011
------- ------- ------- -------
13,204 13,795 39,616 41,984
Income from operations 5,080 4,316 16,783 12,345
Interest and other expense, net (1,301) (1,022) (3,634) (3,382)
------- ------- ------- -------
Net income $ 3,779 $ 3,294 $13,149 $ 8,963
======= ======= ======= =======
Net income allocated to Partners:
General Partner $ 190 $ 174 $ 658 $ 448
Limited Partners 3,589 3,120 12,491 8,515
------- ------- ------- -------
$ 3,779 $ 3,294 $13,149 $ 8,963
======= ======= ======= =======
</TABLE>
See accompanying notes.
4
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LOUISIANA - I GAMING, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30,
1995 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $13,149 $ 8,963
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,825 2,011
Prepaid expenses 816 931
Accounts payable 237 (198)
Accrued compensation 424 363
Other accrued liabilities 1,223 943
Other adjustments, net (353) 276
------- -------
Net cash provided by operating activities 17,321 13,289
------- -------
Cash flows from investing activities:
Proceeds from sale of property and equipment 6,732 1
Payments for purchases of property and equipment (10,130) (2,275)
Increase (decrease) in construction related payables (1,128) 67
------- -------
Net cash used in investing activities (526) (2,207)
------- -------
Cash flows from financing activities:
Note payable - Boomtown, Inc., net (16,392) (9,594)
Proceeds from long-term debt 6,448 756
Principal payments on long-term debt (728) (1,239)
Distributions to limited partner (242) --
------- -------
Net cash used in financing activities (10,914) (10,077)
------- -------
Net increase in cash and cash equivalents 1,881 1,005
Cash and cash equivalents:
Beginning of period 2,627 3,072
------- -------
End of period $ 4,508 $ 4,077
------- -------
</TABLE>
See accompanying notes.
5
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LOUISIANA - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
BASIS OF PRESENTATION AND NATURE OF BUSINESS - Louisiana - I Gaming,
L.P. (the "Company" or the "Partnership"), a Louisiana limited partnership,
is a majority owned and controlled partnership of Boomtown, Inc.
("Boomtown"). Boomtown owns an 87.5% limited partnership interest, and
through its wholly-owned subsidiary, Louisiana Gaming Enterprises, Inc. (a
Louisiana corporation and the general partner of the Partnership), Boomtown
owns an additional 5% interest in the Partnership. The remaining 7.5% limited
partnership interest is owned by an individual. Under the terms of the
partnership agreement, after three years of operation, either Boomtown or the
individual may exercise an option to convert the individual's ownership
interest into Boomtown Common Stock or cash, at the option of the individual,
at an amount calculated per the agreement. The Partnership agreement also
provides for quarterly distributions to be made to the minority limited
partner.
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, which the
Partnership considers necessary for a fair presentation of its financial
position at June 30, 1996, the results of operations for the three and nine
months ended June 30, 1995 and 1996 and cash flows for the nine months ended
June 30, 1995 and 1996 have been included. The Partnership's operations are
seasonal and thus operating results for the three and nine months ended June
30, 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 Partnership'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 (in thousands):
<TABLE>
<CAPTION>
September 30, 1995 June 30, 1996
------------------ -------------
<S> <C> <C>
13% note payable $4,336 $3,519
11.5% note payable 1,018 663
Capital lease obligation -- 689
------ ------
5,354 4,871
Less amounts due within one year 1,604 2,035
------ ------
$3,750 $2,836
====== ======
</TABLE>
The 13% note payable is secured by a first preferred mortgage on the boat.
This note payable is payable in 48 monthly installments of approximately
$134,000 and matures in January 1999.
6
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LOUISIANA - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The 11.5% note payable is secured by various furniture, fixture and
equipment. This note payable is payable in 36 monthly installments of
approximately $48,000 and matures in September 1997.
The capital lease obligation is secured by equipment. This lease is
payable in 30 monthly installments of approximately $29,000 and matures in
August 1998.
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 full and unconditional
guarantee by the Partnership, as defined in the Indenture (as defined in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of Boomtown, Inc.'s Form 10-K at September 30, 1995) to the Notes.
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.
The Partnership is a guarantor of a note payable with an outstanding
balance of $394,000 at June 30, 1996, of Mississippi - I Gaming, L.P., a
majority owned and controlled partnership of Boomtown.
The Partnership is also a guarantor of a $1.1 million promissory note
of Blue Diamond Hotel & Casino, Inc., a wholly-owned subsidiary of Boomtown,
Inc. as of June 30, 1996 the outstanding principal balance on the Note is
$511,000.
A demand for arbitration has been filed by Eric Skrmetta, a limited
partner, with the American Arbitration Association, alleging that Boomtown
breached the Louisiana Partnership Agreement and its fiduciary duty to
limited partners resulting in a substantial tax liability to Mr. Skrmetta.
Boomtown disputes this claim and is contesting it vigorously.
4. OTHER EVENTS
In a recent development potentially affecting the Partnership's gaming
operations, the State of Louisiana adopted a statute pursuant to which voter
referendums on the continuation of gaming will be held locally (on a
parish-by-parish basis) where gaming operations are conducted. The vote is
scheduled for November 5, 1996. While the Partnership has no reason at this
time to believe that
7
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LOUISIANA - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
the voters of Jefferson Parish (where the Partnership's riverboat operations
are located) will vote against riverboat gaming, in the event they were to do
so, the Partnership would have to discontinue its riverboat gaming operation
in that parish upon the expiration of its license in June 1999.
BOOMTOWN'S PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD
PARK") -- On April 23, 1996, Boomtown entered into an Agreement and Plan of
Merger (the "Merger Agreement") 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, the Company would
become a wholly-owned subsidiary of Hollywood Park (the "Merger"). Pursuant
to the Merger Agreement, at the effective date of the Merger (the "Effective
Date"), each issued and outstanding share of Boomtown Common Stock will be
converted into the right to receive 0.625 (the "Exchange Ratio"), of a share
of Hollywood Park Common Stock. The Merger is intended to be structured as a
tax-free reorganization.
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.
5. MANAGEMENT FEE ALLOCATION
Boomtown is responsible for managing the operations of the Company and
all of its other subsidiaries (collectively the "Subsidiaries"). Boomtown
charges the Subsidiaries for their pro-rata share of the costs it incurred
relative to this management function (the "Management Fee"). During the
quarter and nine months ended June 30, 1996, the Partnership recorded
Management Fees in the amount of $210,000, and $666,000 respectively.
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 Partnership's
statements of operations as a percentage of revenues for the quarters ended
June 30, 1995 and 1996 (in thousands) (unaudited):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
1995 1996 1995 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Gaming $17,683 96.8% $17,465 96.4% $55,013 97.5% $52,245 96.2%
Non-gaming 601 3.2% 646 3.6% 1,386 2.5% 2,084 3.8%
--------------- --------------- --------------- ---------------
18,284 100.0% 18,111 100.0% 56,399 100.0% 54,329 100.0%
Operating costs and expenses:
Gaming 6,170 33.7% 7,154 39.5% 18,422 32.7% 21,575 39.8%
Non-gaming 354 1.9% 501 2.8% 842 1.5% 1,430 2.6%
Marketing, general and
administrative 6,107 33.4% 5,424 30.0% 18,527 32.8% 16,968 31.2%
Depreciation 573 3.2% 716 3.9% 1,825 3.2% 2,011 3.7%
--------------- --------------- --------------- ---------------
13,204 72.2% 13,795 76.2% 39,616 70.2% 41,984 77.3%
Income from operations 5,080 27.8% 4,316 23.8% 16,783 29.8% 12,345 22.7%
Interest and other expenses,
net (1,301) (7.1%) (1,022) (5.6%) (3,634) (6.5%) (3,382) (6.2%)
--------------- --------------- --------------- ---------------
Net income $ 3,779 20.7% $ 3,294 18.2% $13,149 23.3% $ 8,963 16.5%
=============== =============== =============== ===============
</TABLE>
Total revenues for the quarter ended June 30, 1996 were $18.1 million,
1.0% lower than the $18.3 million generated during the same prior year
period. Gaming revenues, representing 96.4% of total revenues for the third
quarter declined 1.2% to $17.5 million. Gaming revenues are derived from slot
and video gaming machines as well as various table games. During the first
nine months of fiscal 1996 the Partnership recorded gaming revenues of $52.2
million and non-gaming revenues of $2.1 million. This represents a decline of
5.0%, and an increase of 50.4%, respectively. Gaming revenues were negatively
impacted by Louisiana's stricter enforcement of cruising regulations, which
are in effect for all gaming riverboats operating in the state. Riverboats
are required to cruise for 90 minutes every three hours, and beginning in the
summer of 1995, the Louisiana State Police began strict enforcement of the
regulation.
Non-gaming revenues are generated from the Partnership's family
entertainment center ("funcenter"), food and beverage sales, a cabaret show
and other advertising and promotional revenues. The increase in non-gaming
revenues during the first nine months of fiscal 1996 was due to the expansion
of the cabaret showroom, to include food and beverage sales, as well as
additional revenues generated from the funcenter.
The gaming margin decreased $1.2 million for the third quarter of
fiscal 1996 to $10.3 million. This represents 59.0% of gaming revenue as
compared to 65.1% in the same prior year quarter. For the nine months ended
June 30, 1996, the gaming margin fell from 66.5% to 58.7%
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
of gaming revenue. The decline is primarily a result of a change in the
calculation of gaming taxes, resulting in a financial statement
reclassification. During the current year, the gaming taxes were calculated
as a percentage of revenue and charged to gaming operating costs. In the
prior year, the taxes were calculated based on a flat charge per admission
and charged to general and administrative expenses. Additionally, the margin
was negatively affected by gaming leases entered into in April 1995 resulting
in charges of $415,000 and $1.3 million for the quarter and nine months ended
June 30, 1996, respectively. This compares with charges of $433,000 for both
the prior commensurate quarter and prior year nine month period.
Marketing expenses were $1.0 million and $3.2 million for the current
quarter and nine month period, as compared to $738,000 and $2.7 million for
the same prior year periods. These costs consist primarily of printed
advertising, outdoor signs, media advertising, promotional events, direct
mailings, and bus programs. The higher marketing expenses during the current
year periods resulted primarily from the expansion of the direct mail
program.
General and administrative ("G&A") expenses were $4.4 million for the
quarter ended June 30, 1996 compared to $5.4 million in the prior year third
quarter. During the first nine months of fiscal 1996 the Partnership incurred
$13.8 million, 12.9% lower than $15.8 million in the prior year commensurate
period. The decline in G&A expenses resulted primarily from the
reclassification of gaming taxes to gaming expenses, partially offset by
management fees charges by Boomtown, Inc. Boomtown, Inc. is responsible for
managing the operations of the Partnership and charges its subsidiaries a
pro-rata share of the costs incurred relative to this management function.
While Boomtown did not charge a management fee in the prior year period,
during the first nine months of the current year the Partnership was charged
$666,000.
Depreciation and amortization was $716,000 and $2.0 million for the
third quarter and nine month period, respectively, consistent with the prior
year periods. The Partnership incurred interest expense of $1.0 million
during the third quarter of fiscal 1996 compared to $1.3 million in the third
quarter of the prior year. This decline is a result of less interest charged
on the note payable to Boomtown, due to lower outstanding balances. For the
first nine months of the current and prior fiscal year, interest expense was
$3.4 million, the majority of which was charged on the note payable to
Boomtown.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal source of liquidity at June 30, 1996 was
cash and cash equivalents of approximately $4.1 million, an increase of $1.0
million from September 30, 1995. Operating cash flow has been positive since
the Company's inception, with the majority of cash used to repay the note
payable to Boomtown. Net cash provided by operating activities for the nine
months ended June 30, 1996 was $13.3 million compared to $17.3 million in the
same prior year period. The decrease in operating cash flow resulted
primarily from a $2.0 million reduction in revenues, higher operating costs
and expenses of $2.4 million, and additional interest paid on the note
payable to Boomtown, Inc.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in investing activities for the first nine months of
fiscal 1996 was $2.2 million primarily related toward the purchase of
property and equipment. Uses of cash in financing activities for the nine
months ended June 30, 1996 totaled $10.1 million. These uses included $9.6
million related to payments on the note payable to Boomtown and $1.2 million
related to reducing other long-term debt. Additionally, in March of 1996, the
Partnership converted an operating lease on certain furniture, fixtures and
equipment to a note obligation. The outstanding balance on this capital lease
was $689,000 at June 30, 1996 and matures August 1998.
At June 30, 1996, the Partnership's debt was primarily comprised of a
$26.9 million note payable to Boomtown and other notes payable of $4.9
million on the gaming vessel and furniture, fixtures and equipment. Interest
rates on the debt range from 11.5% to 13.0%. The note payable to Boomtown is
variable and principal and interest is to be repaid from all available funds
as soon as such repayment becomes practicable, and in no event later than
November, 1998. Management of Boomtown will only require payments to the
extent of the Partnership's available cash flows. Interest is calculated on
the note payable to Boomtown at 11.5% and is based on the average outstanding
monthly balance. Payments are applied first to accrued interest and then to
the principal.
The Partnership's current long term plans are to complete an expansion
of its land-based facility to include a 350 seat full service buffet and a
150 seat specialty, fine dining restaurant to compliment the entertainment
package offered. The approximate cost of the expansion is currently estimated
to be between $5 million and $9 million. The Company presently has no
definitive plans or time table as to when the project would commence.
Additionally, the project is conditional upon the Company's ability to obtain
adequate financing. The Company has not obtained such financing on acceptable
terms and therefore can provide no assurance the project will be completed.
In November 1993, Boomtown issued $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 ( the "Warrants"). 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 10.36 to Boomtown, Inc.'s Annual Report on the
Form 10-K for the year ended September 30, 1995.
In a recent development potentially affecting the Partnership's gaming
operations, the State of Louisiana adopted a statute pursuant to which voter
referendums on the continuation of gaming will be held locally (on a
parish-by-parish basis) where gaming operations are conducted. The vote is
scheduled for November 5, 1996. While the Partnership has no reason at this
time to believe that the voters of Jefferson Parish (where the Partnership's
riverboat operations are located) will vote against riverboat gaming, in the
event they were to do so, the Partnership would have to discontinue its
riverboat gaming operation in that parish upon the expiration of its license
in June 1999.
The Partnership believes that its current available cash and cash
equivalents and anticipated cash flow from operations, will be sufficient to
fund the Partnership's working capital and normal recurring capital
expenditures through the end of fiscal 1996. The Partnership does not believe
such sources of liquidity will be sufficient to fund its proposed expansion
project as described above. The Partnership believes that expansion of its
existing facilities is important for continued growth. If the project, as
described above was to proceed, the Partnership anticipates that such
financing, subject to certain restrictions set forth in the First Mortgage
Notes, would come from one or more of a number of sources, including cash
flow from operations, bank
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
financing, vendor financing or debt, joint ventures, equity financing other
long-term debt or additional advances from Boomtown. However, there can be no
assurance that such financing will be available on terms acceptable to the
Partnership or that any proposed expansion projects by the Partnership will
ever be completed. Further, given the rapidly changing national competitive
and legal environments related to gaming, the Partnership's future operating
results are highly conditional and could fluctuate significantly. Should cash
flow from the Partnership's operations be below expectations, the Partnership
may have difficulty in satisfying capital requirements.
The statements set forth above regarding the Partnership's estimates
of its liquidity and capital expenditure requirements and the sufficiency of
its resources are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe
harbors created thereby. Future operating results of the Partnership may be
adversely affected or otherwise fluctuate significantly as a result of 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 integrating the businesses of Boomtown and Hollywood Park
following the proposed merger and lack of financing following the proposed
merger with Hollywood Park. For example, revenues and operating income were
adversely affected by Louisiana's recently enacted strict cruising
regulations which are in effect for riverboat casinos in the New Orleans
area. Additionally, in a recent development, potentially affecting the
Partnership's gaming operations, the State of Louisiana adopted a statute
pursuant to which voter referendums on the continuation of gaming will be
held locally (on a parish-by-parish basis) where gaming operations are
conducted. While the Partnership has no reason at this time to believe that
the voters of Jefferson Parish (where the Partnership's riverboat operations
are located) will vote against riverboat gaming, in the event they were to do
so, the Partnership would have to discontinue its riverboat gaming operation
in that parish upon the expiration of its license in June 1999. Any of the
above factors, among others, could cause the Partnership's operating results
to be weaker than expected, and could cause the Partnership's cash
requirements to differ materially from the Partnership's current estimates.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
A demand for arbitration has been filed by Eric Skrmetta, a limited
partner, with the American Arbitration Association, alleging that
Boomtown breached the Louisiana Partnership Agreement and its fiduciary
duty to limited partners resulting in a substantial tax liability to Mr.
Skrmetta. Boomtown disputes this claim and is contesting it vigorously.
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 16.
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.
LOUISIANA - I GAMING, L.P.
Registrant
Date: August 14, 1996 /s/ PHIL BRYAN
----------------------------------------------
Phil Bryan, President; Chief Operating Officer
Date: August 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) Letter of Intent dated as of March 26, 1993 among Boomtown, Inc.,
The Skrmetta Group, Inc. and Skrmetta Machinery Corporation,
relating to the property in Harvey, Louisiana.
10.2(2) Letter Agreement dated April 16, 1993 among Boomtown, Inc.,
Raphael Skrmetta, The Skrmetta Group and Skrmetta Machinery
Corporation.
10.3(3) Purchase Agreement dated as of November 3, 1993 among Boomtown,
Inc., Boomtown Hotel & Casino, Inc., Blue Diamond Hotel & Casino,
Inc., 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.
_______________________
(1) Incorporated by reference to the exhibit filed with Boomtown's Current
Report on Form 8-K filed with the SEC on April 1, 1993.
(2) Incorporated by reference to the exhibit filed with Boomtown's
Registration Statement on Form S-1 (File No. 33-61198), effective May 24,
1993.
(3) Incorporated by reference to the exhibit filed with Boomtown's Form
10-K for the fiscal year ended September 30, 1993.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF OPERATION FOUND ON PAGES 3 AND 4 OF THE PARTNERSHIP'S
FORM 10-Q FOR THE NINE MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND ACCOMPANYING FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,077
<SECURITIES> 0
<RECEIVABLES> 79<F1>
<ALLOWANCES> 0
<INVENTORY> 221
<CURRENT-ASSETS> 4,815
<PP&E> 60,551
<DEPRECIATION> 4,244
<TOTAL-ASSETS> 61,308
<CURRENT-LIABILITIES> 34,520
<BONDS> 2,836<F2>
0
0
<COMMON> 0
<OTHER-SE> 23,828
<TOTAL-LIABILITY-AND-EQUITY> 61,308
<SALES> 53,873
<TOTAL-REVENUES> 54,329
<CGS> 0
<TOTAL-COSTS> 23,005
<OTHER-EXPENSES> 18,979
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,382<F3>
<INCOME-PRETAX> 8,963
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,963
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,963
<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>
