<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
MISSISSIPPI - I GAMING, L.P.
(Exact Name of Registrant as Specified in its Charter)
Mississippi 64-0828954
(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>
MISSISSIPPI - 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................................................ 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.
MISSISSIPPI - I GAMING, L.P.
BALANCE SHEETS
(in thousands)
September 30, March 31,
1995 1996
------------ ---------
(unaudited)
ASSETS:
Current assets:
Cash and cash equivalents $ 2,928 $3,217
Accounts receivable, net 55 144
Inventories 511 231
Prepaid expenses and other
current assets 2,171 1,447
-------- -------
Total current assets 5,665 5,039
Property and equipment, at cost,
less accumulated depreciation 33,837 33,989
Other assets 2,317 4,649
------- -------
Total assets $41,819 $43,677
LIABILITIES AND PARTNERS' DEFICIT:
Current liabilities:
Accounts payable $ 550 $ 725
Accrued compensation 499 548
Other accrued liabilities 2,796 2,622
Note payable - Boomtown, Inc. 37,672 40,898
Accrued interest payable -
Boomtown, Inc. 2,399 1,941
Long-term debt due within one
year (Note 2) 284 339
------ -------
Total current liabilities 44,200 47,073
Long-term debt due after one year
(Note 2) 320 243
Commitments and Contingencies
(Notes 3 and 4)
Partners' deficit:
General Partner -- --
Limited Partners (2,701) (3,639)
------ ------
Total Partners' deficit (2,701) (3,639)
------ ------
Total liabilities and
Partners' Deficit $41,819 $43,677
------ ------
------ ------
See accompanying notes.
3
<PAGE>
MISSISSIPPI - I GAMING, L.P.
STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
1995 1996 1995 1996
---- ---- ---- ----
Revenues:
Gaming $10,303 $11,075 $19,433 $21,188
Family entertainment center 469 495 974 961
Food and beverage 561 700 1,058 1,292
Other income (2) 87 50 180
------- ------- ------- -------
11,331 12,357 21,515 23,621
Costs and expenses:
Gaming 4,509 3,624 8,806 7,337
Gaming equipment leases 571 582 1,141 1,152
Family entertainment center 236 267 461 526
Food and beverage 591 748 1,089 1,328
Marketing 1,492 1,813 2,988 3,298
General and administration 3,816 4,418 7,092 8,891
Depreciation and amortization 335 411 667 765
------- ------- ------- -------
11,550 11,863 22,244 23,297
Gain (loss) from operations (219) 494 (729) 324
Interest expense and other, net (1,078) (1,161) (2,149) (2,312)
------- ------- ------- -------
Net loss $(1,297) $ (667) $(2,878) $ (1,988)
------- ------- ------- -------
Net loss allocated to Partners:
General Partner $ (46) $ (8) $ (113) $ (49)
Limited Partners (1,251) (659) (2,765) (1,939)
------- ------- ------- -------
$(1,297) $ (667) $(2,878) $ (1,988)
------- ------- ------- -------
------- ------- ------- -------
See accompanying notes.
4
<PAGE>
MISSISSIPPI - I GAMING, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
(in thousands)
(unaudited)
Six Months Ended
March 31,
1995 1996
---- -----
Cash flows from operating activities:
Net loss $(2,878) $(1,988)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Lease expense recorded in exchange for
limited partnership interest 1,000 1,000
Depreciation and amortization 667 765
Accrued interest payable - Boomtown, Inc. 1,512 (458)
Other adjustments, net 943 843
------- ------
Net cash provided by operating activities 1,244 162
------- ------
Cash flows from investing activities:
Proceeds from sale of property and equipment 8 77
Payments for purchases of property and equipment (887) (458)
Decrease in construction related payables (344) (83)
------- ------
Net cash used in investing activities (1,223) (464)
------- ------
Cash flows from financing activities:
Note payable - Boomtown, Inc., net 99 3,092
Prepayment of property lease -- (2,480)
Proceeds from long-term debt 857 144
Principal payments on long-term debt (123) (165)
------- ------
Net cash provided by financing activities 833 591
------- ------
Net increase in cash and cash equivalents 854 289
Cash and cash equivalents:
Beginning of period 1,369 2,928
------- ------
End of period $2,223 $3,217
------- ------
See accompanying notes.
5
<PAGE>
MISSISSIPPI - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
BASIS OF PRESENTATION AND NATURE OF BUSINESS - Mississippi - I Gaming,
L.P. (the "Company" or the "Partnership"), a Mississippi limited partnership,
is a majority owned and controlled partnership of Boomtown, Inc.
("Boomtown"). Boomtown owns an 80% limited partnership interest and through
its wholly-owned subsidiary, Bayview Yacht Club, Inc. (a Mississippi
corporation and the general partner of the Partnership), Boomtown owns an
additional 5% interest in the Partnership. A 15% limited partnership
interest is owned by an individual. Under 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 based upon a multiple of earnings. The Partnership agreement
provides for quarterly distributions to be made to the minority limited
partner. The Partnership also leases the casino barge and building from
National Gaming Corporation for an amount equal to 16% of earnings before
depreciation, interest and taxes.
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, 1996 and 1995 and cash flows for six months ended
March 31, 1996 and 1995 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
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:
September 30, 1995 March 31, 1996
11.5% note payable $604,000 $466,000
Capital lease
obligation -- 116,000
-------- --------
604,000 582,000
Less amounts due within
one year 284,000 339,000
-------- --------
$320,000 $243,000
-------- --------
-------- --------
6
<PAGE>
MISSISSIPPI - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
The 11.5% note payable is secured by furniture, fixtures and equipment
with a net book value of approximately $614,000 at March 31, 1996. The note
matures in October 1997.
The capital lease obligation is secured by equipment with a net book
value of approximately $124,000 at March 31, 1996 and matures in December
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 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 for a $1.1 million promissory note for
Blue Diamond Hotel & Casino, Inc., a wholly owned subsidiary of Boomtown,
Inc., with an outstanding balance of $645,000 at March 31, 1996.
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.
In October 1994, the Mississippi Gaming Commission adopted a regulation
which requires, as a condition of license or license renewal, for a gaming
establishment's plan to include various expenditures including parking
facilities and infrastructure facilities amounting to at least 25% of the
casino cost. Although the Company believes they have satisfied this
requirement at the Mississippi property, there can be no assurance the
Mississippi Gaming Commission will not require further development on the
casino site including hotel rooms and additional parking facilities.
Additionally, there can be no assurance that the Partnership will be
successful in completing such a project or that the Partnership would be able
to obtain a waiver if the Partnership decides not to build.
4. OTHER EVENTS
AMENDMENT OF BARGE LEASE - Upon commencement of operations, the Company
entered into an agreement with Hospitality Franchise Systems, Inc. ("HFS")
whereby HFS advanced the Company $11 million in return for ownership of the
Biloxi barge and shell building. The
7
<PAGE>
MISSISSIPPI - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Partnership leases the assets from HFS under a 25 year lease with a 25 year
renewal option. Under this agreement, HFS was to receive as rent 20% of the
adjusted earnings before interest, taxes, depreciation, and amortization
("EBTIDA") as defined in the related contract. HFS was also to provide
marketing services to Boomtown Biloxi. The assets under this agreement, as
well as the related contractual arrangements, were subsequently transferred
to National Gaming Corporation, Inc. ("NGC").
In November, 1995, the Company executed an agreement with NGC whereby
$2.4 million was returned to NGC in return for a reduction of the EBITDA
distributions from 20% to 16%. Additionally for $100,000, the Company
secured an option to buy the barge from NGC as well as to buy out the EBITDA
participation at a cost approximating the original investment made by HFS
less the $2.4 million that was paid. The option terminates on March 31,
1997, but is renewable for an additional two years for $100,000 a year. The
$2.4 million is being amortized to lease expense over the remaining lease
term.
5. MANAGEMENT FEE
Boomtown is responsible for managing the operations of the Partnership
and all of its other subsidiaries (collectively the "Subsidiaries"). During
the current fiscal year, 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 Partnership recorded Management Fees in the amount of $150,000 and
$336,000, 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 total revenues for the three and
six month periods 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 $10,303 90.9% $11,075 89.6% $19,433 90.3% $21,188 89.7%
Non-gaming 1,028 9.1% 1,282 10.4% 2,082 9.7% 2,433 10.3%
------- ----- ------- ----- ------- ----- ------- -----
11,331 100.0% 12,357 100.0% 21,515 100.0% 23,621 100.0%
Operating costs and expenses:
Gaming 5,080 44.8% 4,206 34.0% 9,947 46.2% 8,489 35.9%
Non-gaming 827 7.3% 1,015 8.2% 1,550 7.2% 1,854 7.8%
Marketing, general and
administrative 5,308 46.8% 6,231 50.4% 10,080 46.9% 12,189 51.6%
Depreciation 335 3.0% 411 3.3% 667 3.1% 765 3.2%
------- ----- ------- ----- ------- ----- ------- -----
11,550 101.9% 11,863 96.0% 22,244 103.4% 23,297 98.6%
Income (loss) from
operations (219) (1.9%) 49 44.0% (729) (3.4%) 324 1.4%
Interest and other
expenses, net (1,078) (9.5%) (1,161) (9.4%) (2,149) (10.0%) (2,312) (9.8%)
------- ------ ------- ----- -------- ------ ------- -----
Net loss $(1,297) (11.4%) $ (667) (5.4%) $ (2,878) (13.4%) $(1,988) (8.4%)
======= ====== ======= ===== ======== ====== ======= =====
</TABLE>
Total revenues for the second quarter ended March 31, 1996 were $12.4
million, 9.1% higher than in the $11.3 million in the same prior year period.
Gaming revenues improved 7.5% to $11.1 million and non-gaming revenues
increased 24.7% to $1.3 million for the quarter. The Partnership generates
approximately 90% of its total revenues from gaming operations consisting
primarily of slot and video poker machines and various types of table games.
During the first half of fiscal 1996 the Partnership recorded gaming revenues
of $21.2 million and non-gaming revenues of $2.4 million, an improvement of
9% and 17%, respectively over the same prior year period. The Partnership
believes the increase in gaming revenues for the quarter and six months ended
March 31, 1996, resulted primarily from higher casino patronage and related
gaming play primarily due to the expansion of gaming in the Gulf Coast area.
The Partnership has successfully maintained its market share on the Gulf
Coast with the addition of new casinos and the expansion of existing gaming
properties. Additionally, the revenue growth is partially attributable to
improvements in the quality of its food and beverage and enhanced marketing
efforts promoting the Boomtown brand.
The gaming margin increased $1.6 million for the second quarter of
fiscal 1996 to 62% of gaming revenues. This compares to 51% in the same
prior year quarter. For the six months ended March 31, 1996, the gaming
margin improved from 49% to 60% of gaming revenues to $12.7 million. The
improvements in the gaming margin are a result of the efficiencies in labor
costs
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
associated with higher revenues, discontinuance of Keno gaming in October
1995 and ceasing operations of its flight program in November 1995. The
gaming margin was negatively affected in both fiscal periods from gaming
equipment leased under three year operating terms. As a result of these
leases, the related gaming equipment is expensed over a three year period as
compared to useful lives of approximately five years. The non-gaming margin
was $267,000 and $579,000 for the quarter and six months ended March 31,
1996, respectively. This compares to $201,000 and $532,000, respectively for
the same prior year period.
Marketing expenses were $1.8 million and $3.3 million for the three and
six months ended March 31, 1996 as compared to $1.5 million and $3.0 million
during the same prior year periods. Marketing expenses consist of costs
associated with printed advertising, outdoor signs, media advertising, the
Company's players club and bus programs, promotional events and other
administrative expenses. The increase in marketing expenses for the quarter
and six month periods resulted primarily from additional advertising to
promote the Boomtown brand, higher bus program fees and the increase in
players club redemption costs.
General and administrative expenses were $4.4 million for the quarter
ended March 31, 1996, an increase of approximately $600,000 from the prior
year commensurate quarter. The increase is due primarily to higher lease
expenses on the barge and land where the casino operates, increased building
maintenance costs and additional medical costs as employees became eligible
for benefits. Additionally, during the current year quarter, the Partnership
was charged management fees of $150,000 by Boomtown for which no amounts were
charged in the prior year period. Boomtown is responsible for managing the
operations of the Partnership and charges its subsidiaries a pro-rata share
of costs incurred relative to this management function.
For the six months ended March 31, 1996 general and administrative
expenses were $8.9 million, an increase of $1.8 million over the prior year
six month period. This increase is due to higher employee related medical
and insurance costs, as employees became eligible for Company sponsored
medical benefits, higher property taxes, additional lease expenses on the
barge and land and management fees charged by Boomtown.
During the quarter and six months ended March 31, 1996 the Partnership
generated earnings before interest, taxes, depreciation and amortization
("EBITDA") of $905,000 and $1.1 million, respectively. This compares to
EBITDA of $117,000 and EBITDA loss of $62,000 in the prior year periods.
EBITDA as a percentage of revenue was 7.3% and 4.6% for the current quarter
and six month period, respectively, as compared to 1% and (.3%) for the prior
year periods, respectively.
Depreciation expense for the quarter and six months ended March 31, 1996
was $400,000 and $743,000, respectively and amortization expense was $11,000
and $22,000, respectively. The Partnership incurred interest expense of $1.2
million, interest income of $12,000 and a gain on the sale of assets of
$39,000 during the second fiscal quarter of 1996. For the first six months
of fiscal 1996 interest expense was $2.4 million, interest income was $21,000
and the gain on sale of assets recorded was $39,000. The majority of
interest expense incurred is related to the Boomtown note payable.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal source of liquidity at March 31, 1996 was
cash and cash equivalents of approximately $3.2 million, an increase of
$300,000 from September 30, 1995. The Partnership generated $162,000 from
operating activities in addition to paying approximately $3.0 million of
interest to Boomtown, Inc. in partial satisfaction of outstanding interest
payable on the long-term notes payable. During the first six months of prior
fiscal year the Partnership provided $1.2 million of operating cash as well
as funding $1.1 million of interest accrued on the notes payable to Boomtown.
Net cash used in investing activities for the first six months of fiscal
1996 was $464,000, primarily related to $458,000 used toward the purchase of
property and equipment offset by $77,000 received from the sale of certain
assets. Additionally, other uses of cash during the period included the
partial prepayment of a lease on the gaming barge. In November 1995, the
Partnership executed an agreement whereby $2.4 million was paid to the lessor
of the barge in return for a reduction of the future lease payments.
At March 31, 1996 the Partnership's debt was primarily comprised of a
$40.9 million note payable to Boomtown, and other payables of $582,000 on
furniture, fixtures and other equipment at rates ranging from 9.5% to 11.5%.
The executed note agreement with Boomtown states that principal and interest
are to be paid from all available funds as soon as such payment becomes
practicable, and in no event later than November, 1998. Management of
Boomtown has not required payments except to the extent of available cash.
Interest is calculated on the notes payable to Boomtown at 11.5% and is based
on the average monthly outstanding balance. Payments are applied first to
accrued interest and then to principal.
The Partnership's current long term plan is to expand by adding a
minimum of 200 and up to 500 hotel rooms adjacent to the casino as well as
additional parking facilities. The project is conditional upon the
Partnership's ability to obtain adequate financing. The Partnership has not
obtained such financing to date and there is no assurance the Partnership
will be successful in obtaining such financing on acceptable terms and
therefore can provide no assurance the project will ever commence or be
completed.
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"). Payment of the principal, interest and any other
amounts owing under the Notes have 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, 1994.
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 any of its
proposed expansion projects. The Partnership believes that expansion of its
existing facilities is important for continued growth. If the projects were
to proceed, the Partnership anticipates that such financing, subject to
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
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 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, competition in Mississippi has
intensified due to the rapid growth of dockside gaming on the Mississippi
Gulf Coast, as well as continued competition from Louisiana casinos. The
Biloxi and Gulf Coast markets are therefore experiencing significant dilution
and any additional casinos could dilute per unit win even further. 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.
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.
Mississippi - 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
14
<PAGE>
SCHEDULE OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
10.1(1) Letter of Intent dated as of March 26, 1993 among Boomtown, Inc. and
Raphael Skrmetta, relating to the property in Biloxi, Mississippi.
10.2(2) Agreement to Lease Real Property in Biloxi, Mississippi by and between
Boomtown, Inc., and Raphael Skrmetta.
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.
10.4(4) Asset Purchase and Sale Agreement dated as of April 27, 1994 by and
between HFS Gaming Corp. and Mississippi - I Gaming, L.P.
10.5(4) Lease Agreement between HFS Gaming Corp. as Landlord and Mississippi -
I Gaming, L.P. as Tenant dated as of April 27, 1994.
10.6(4) Marketing Services Agreement dated as of April 27, 1994 by and among
Boomtown, Inc. and HFS Gaming Corp.
10.7(5) Option Agreement dated as November 6, 1995 by and between National
Gaming Mississippi, Inc. and Mississippi - I Gaming, L.P.
10.8(5) Lease Agreement dated November 6, 1995 to the Lease Agreement dated as
of April 27, 1994 by and among National Gaming Mississippi, Inc. and
Mississippi-I Gaming, L.P.
10.9(5) Marketing Services Agreement Amendment dated as of November 6, 1995 to
Marketing Services Agreement dated as of April 27, 1994 by and among
Boomtown, Inc. and HFS Gaming Corporation.
___________________________
(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
<PAGE>
SCHEDULE OF EXHIBITS
(4) Incorporated by reference to the exhibit filed with the Boomtown, Inc.'s
Registration Statement on Form S-4 (File No. 33-70350), effective May 4,
1994.
(5) Incorporated by reference to the exhibits filed with Boomtown's Form 10-K
for the fiscal year ended September 30, 1995.
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF OPERATIONS 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> 3,217
<SECURITIES> 0
<RECEIVABLES> 144<F1>
<ALLOWANCES> 0
<INVENTORY> 231
<CURRENT-ASSETS> 5,039
<PP&E> 36,199
<DEPRECIATION> 2,210
<TOTAL-ASSETS> 43,677
<CURRENT-LIABILITIES> 47,073
<BONDS> 243<F2>
0
0
<COMMON> 0
<OTHER-SE> (3,639)
<TOTAL-LIABILITY-AND-EQUITY> 43,677
<SALES> 23,441
<TOTAL-REVENUES> 23,621
<CGS> 0
<TOTAL-COSTS> 10,343
<OTHER-EXPENSES> 12,954
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,312<F3>
<INCOME-PRETAX> (1,988)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,988)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,988)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>RECEIVABLES ARE GENERATED NET OF ALLOWANCES.
<F2>LONG TERM DEBT DUE AFTER ONE YEAR.
<F3>NET OF INTEREST INCOME.
</FN>
</TABLE>
