<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
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 March 31, 1996..............3
Statements of Operations For the Three and Six Months
Ended March 31, 1996 and 1995.....................................4
Condensed Statements of Cash Flows For the Six Months
Ended March 31, 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................................................14
Item 5. Other Information................................................14
Item 6. Exhibits and Reports on Form 8-K ................................14
SIGNATURES...................................................................15
SCHEDULE OF EXHIBITS........................................................16
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LOUISIANA - I GAMING, L.P.
BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1995 1996
------------- -----------
(unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 3,072 $ 4,219
Accounts receivable, net 147 126
Inventories 567 578
Prepaid expenses 1,369 889
------------- -----------
Total current assets 5,155 5,812
Property and equipment, at cost,
less accumulated depreciation 55,716 55,958
Other assets 302 238
------------- -----------
Total assets $61,173 $62,008
------------- -----------
------------- -----------
LIABILITIES AND PARTNERS' CAPITAL:
Current liabilities:
Accounts payable $ 732 $ 534
Accrued compensation 609 653
Other accrued liabilities 2,787 3,280
Note payable - Boomtown, Inc. 36,290 31,162
Accrued interest payable - Boomtown, Inc. 322 312
Accrued interest payable -- 48
Long-term debt due within one year (Note 2) 1,604 1,974
------------- -----------
Total current liabilities 42,344 37,963
Long-term debt due after one year (Note 2) 3,750 3,368
Commitments and contingencies (Note 3)
Deferred gain 213 142
Partners' capital:
General Partner 743 1,017
Limited Partners 14,123 19,518
------------- -----------
Total Partners' capital 14,866 20,535
------------- -----------
Total Liabilities and Partners' Equity $61,173 $62,008
------------- -----------
------------- -----------
</TABLE>
See accompanying notes.
3
<PAGE>
LOUISIANA - I GAMING, L.P.
STATEMENTS 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 $ 18,948 $ 18,320 $ 37,330 $ 34,780
Family entertainment center 240 197 281 395
Food and beverage 223 145 291 286
Cabaret - 189 -- 392
Other income 113 164 213 365
--------- --------- --------- --------
19,524 19,015 38,115 36,218
Costs and expenses:
Gaming 6,228 7,048 12,252 13,512
Gaming equipment leases - 476 -- 909
Family entertainment center 137 120 198 265
Food and beverage 162 151 236 348
Cabaret 48 171 54 316
Marketing 806 930 1,943 2,157
General and administrative 5,103 4,772 10,401 9,387
Depreciation 716 687 1,252 1,295
--------- --------- --------- --------
13,200 14,355 26,336 28,189
Income from operations 6,324 4,660 11,779 8,029
Interest and other expense, net (1,485) (1,199) (2,409) (2,360)
--------- --------- --------- --------
Net income $ 4,839 $ 3,461 $ 9,370 $ 5,669
--------- --------- --------- --------
--------- --------- --------- --------
Net income allocated to Partners:
General Partner $ 242 $ 173 $ 468 $ 274
Limited Partners 4,597 3,288 8,902 5,395
--------- --------- --------- --------
$ 4,839 $ 3,461 $ 9,370 $ 5,669
--------- --------- --------- --------
--------- --------- --------- --------
</TABLE>
See accompanying notes.
4
<PAGE>
LOUISIANA - I GAMING, L.P.
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 income $ 9,370 $5,669
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,252 1,295
Prepaid expenses 595 481
Accounts payable 107 (206)
Accrued compensation 131 44
Other accrued liabilities 954 547
Other adjustments, net (176) (28)
------- ------
Net cash provided by operating activities 12,233 7,802
------- ------
Cash flows from investing activities:
Proceeds from sale of property and equipment 1,614 --
Payments for purchases of property and equipment (9,321) (1,301)
Increase in construction related payables (622) 7
------- ------
Net cash used in investing activities (8,329) (1,294)
------- ------
Cash flows from financing activities:
Note payable - Boomtown, Inc., net (9,479) (5,349)
Proceeds from long-term debt 6,448 756
Principal payments on long-term debt (373) (768)
Distributions to limited partner (75) --
------- ------
Net cash used in financing activities (3,479) (5,361)
------- ------
Net increase in cash and cash equivalents 425 1,147
Cash and cash equivalents:
Beginning of period 2,627 3,072
------- ------
End of period $3,052 $4,219
------- ------
------- ------
</TABLE>
See accompanying notes.
5
<PAGE>
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 March 31, 1996, the results of operations for the three and six
months ended March 31, 1995 and 1996 and cash flows for the six months
ended March 31, 1995 and 1996 have been included. The Partnership'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 statement 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:
September 30, 1995 March 31, 1996
------------------ --------------
13% note payable $4,336,000 $3,801,000
11.5% note payable 1,018,000 785,000
Capital lease obligation -- 756,000
------------------ --------------
5,354,000 5,342,000
Less amounts due within one year 1,604,000 1,974,000
------------------ --------------
$3,750,000 $3,368,000
------------------ --------------
------------------ --------------
The 13% note payable is secured by a first preferred mortgage on the
boat with a net book value of $18,053,000 as of September 30, 1995 and
$17,675,000 as of March 31, 1996. This note
6
<PAGE>
LOUISIANA - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
payable is payable in 48 monthly installments of approximately $134,000 and
matures in January 1999.
The 11.5% note payable is secured by various furniture, fixture and
equipment with a net book value of approximately $992,000 at September 30,
1995 and $929,000 at March 31, 1996. 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 with a net book
value of approximately $1,137,000 at March 31, 1996. This lease is payable
in 30 monthly installments of approximately $29,000 and matures in
September 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 $466,000 at March 31, 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 March 31, 1996 the outstanding principal balance on the Note is
$645,000.
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. 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
7
<PAGE>
LOUISIANA - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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.
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 six months ended March 31, 1996, the Partnership recorded
Management Fees in the amount of $201,000, and $456,000 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
March 31, 1995 and 1996:
<TABLE>
<CAPTION>
(thousands) Three Months Ended Six Months Ended
(unaudited) March 31, March 31,
1995 1996 1995 1996
----------------- ----------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Gaming $18,948 97.0% $18,320 96.4% $37,330 97.9% $34,780 96.0%
Non-gaming 576 3.0% 695 3.6% 785 2.1% 1,438 4.0%
----------------- ----------------- ---------------- ---------------
19,524 100.0% 19,015 100.0% 38,115 100.0% 36,218 100.0%
Operating costs and expenses:
Gaming 6,228 31.9% 7,524 39.6% 12,252 32.1% 14,421 39.8%
Non-gaming 347 1.8% 442 2.3% 488 1.3% 929 2.6%
Marketing, general and
administrative 5,909 30.2% 5,702 30.0% 12,344 32.4% 11,544 31.8%
Depreciation 716 3.7% 687 3.6% 1,252 3.3% 1,295 3.6%
----------------- ----------------- ---------------- ---------------
13,200 67.4% 14,355 75.5% 26,336 69.1% 28,189 77.8%
Income from operations 6,324 32.4% 4,660 24.5% 11,779 30.9% 8,029 22.2%
Interest and other expenses,
net (1,485) (7.6%) (1,199) (6.3%) (2,409) (6.3%) (2,360) (6.5%)
----------------- ----------------- ---------------- ---------------
Net income $4,839 4.8% $3,461 18.2% $9,370 24.6% $5,669 15.7%
----------------- ----------------- ---------------- ---------------
</TABLE>
Total revenues for the quarter ended March 31, 1996 were $19.0 million,
2.6% lower than the $19.5 million generated during the same prior year
period. Gaming Revenues, representing 96.4% of total revenues for the
second quarter declined 3.3% to $18.3 million. Gaming revenues are derived
from slot and video gaming machines as well as various table games. During
the first half of fiscal 1996 the Partnership recorded gaming revenues of
$34.8 million and non-gaming revenues of $1.4 million. This represents a
decline of 6.8%, and an increase of 83.2%, 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 six 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 $2.0 million for the second quarter of
fiscal 1996 to $10.8 million. This represents 58.9% of gaming revenue as
compared to 67.1% in the same prior year quarter. For the six months ended
March 31, 1996, the gaming margin fell from 67.2% to 58.5%
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 $476,000 and $909,000 for the
quarter and six months ended March 31, 1996, respectively.
Marketing expenses were $930,000 and $2.2 million for the current
quarter and six month period, as compared to $806,000 and $1.9 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, utilized by the Partnership to offset the effects of cruising
requirements on revenues.
General and administrative ("G&A") expenses were $4.8 million for the
quarter ended March 31, 1996 compared to $5.1 million in the prior year
second quarter. During the first half of fiscal 1996 the Partnership
incurred $9.4 million, 11% lower than $10.5 million in the prior year
commensurate period. The decline in G&A expenses resulted primarily from
the reclassification of gaming taxes to gaming expenses, 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 half of the current year the Partnership was
charged $456,000.
During the quarter and six months ended March 31, 1996, the Partnership
generated earnings before interest, taxes, depreciation and amortization
("EBITDA") of $5.3 million and $9.3 million, respectively. This compares
to EBITDA of $7.0 million and $13.0 million in the prior year periods.
EBITDA as a percentage of revenue was 28.1% and 25.7% for the current
quarter and six month period, respectively.
Depreciation and amortization was $687,000 and $1.3 million for the
second quarter and first six month period, respectively, consistent with
the prior year periods. The Partnership incurred interest expense of $1.2
million during the second quarter of fiscal 1996 compared to $1.5 million
in the second 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 six months of the current and prior fiscal year,
interest expense was $2.4 million, the majority of which was charged on the
note to Boomtown.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal source of liquidity at March 31, 1996 was
cash and cash equivalents of approximately $4.2 million, an increase of
$1.1 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
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
six months ended March 31, 1996 was $7.8 million compared to $12.2 million
in the same prior year period. The decrease in operating cash flow
resulted primarily from a $1.9 million reduction in revenues, higher
operating costs and expenses of $1.9 million, and additional interest paid
on the note payable to Boomtown, Inc.
Net cash used in investing activities for the first six months of fiscal
1996 was $1.3 million primarily related toward the purchase of property and
equipment. Uses of cash in financing activities for the six months ended
March 31, 1996 totaled $5.4 million. These uses included $5.3 related to
payments on the note payable to Boomtown and $768,000 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, whereby the residual balance on the lease was funded
and the remaining outstanding balance was converted to a capital lease.
At March 31, 1996, the Partnership's debt was primarily comprised of a
$31.2 million note payable to Boomtown and other notes payable of $4.6
million on the gaming vessel and furniture, fixtures and equipment.
Interest rates on the debt range from 10.5% to 13%. 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.
During March 1996, the Company converted an operating lease on certain
furniture, fixtures and equipment to a capital lease obligation whereby the
residual balance on the operating lease was funded and the remaining
outstanding balance was converted to a capital lease. As of March 31, 1996
the outstanding balance on the lease was $756,000 and matures in August
1998.
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 issuanced $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
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
reference attached as Exhibit 10.36 to Boomtown, Inc.'s Annual Report on
the Form 10-K for the year ended September 30, 1995.
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 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 in all locations be below expectation,
the Partnership may have difficulty in satisfying capital requirements.
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 and this
occurance would have a material adverse effect on Boomtown operations.
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
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
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.
13
<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 16.
14
<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: 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
15
<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.
16
<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 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> 4,219
<SECURITIES> 0
<RECEIVABLES> 126<F1>
<ALLOWANCES> 0
<INVENTORY> 578
<CURRENT-ASSETS> 5,812
<PP&E> 59,494
<DEPRECIATION> 3,536
<TOTAL-ASSETS> 62,008
<CURRENT-LIABILITIES> 37,963
<BONDS> 3,368<F2>
0
0
<COMMON> 0
<OTHER-SE> 20,535
<TOTAL-LIABILITY-AND-EQUITY> 62,008
<SALES> 35,853
<TOTAL-REVENUES> 36,218
<CGS> 0
<TOTAL-COSTS> 15,350
<OTHER-EXPENSES> 12,839
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,360<F3>
<INCOME-PRETAX> 5,669
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,669
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,669
<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>
