<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
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
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.
MISSISSIPPI - I GAMING, L.P.
BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1995 1996
------------ ----------
(unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 2,928 $ 2,568
Accounts receivable, net 55 73
Inventories 511 282
Prepaid expenses and other current assets 2,171 2,420
-------- --------
Total current assets 5,665 5,343
Property and equipment, at cost,
less accumulated depreciation 33,837 35,846
Other assets 2,317 4,612
-------- --------
Total assets $ 41,819 $ 45,801
-------- --------
-------- --------
LIABILITIES AND PARTNERS' DEFICIT:
Current liabilities:
Accounts payable $ 550 $ 719
Accrued compensation 499 841
Other accrued liabilities 2,796 3,078
Note payable - Boomtown, Inc. 37,672 41,209
Accrued interest payable - Boomtown, Inc. 2,399 1,734
Long-term debt due within one year (Note 2) 284 1,548
-------- --------
Total current liabilities 44,200 49,129
Long-term debt due after one year (Note 2) 320 312
Commitments and Contingencies (Notes 3 and 4)
Partners' deficit:
General Partner -- --
Limited Partners (2,701) (3,640)
-------- --------
Total Partners' deficit (2,701) (3,640)
-------- --------
Total liabilities and Partners' Deficit $ 41,819 $ 45,801
-------- --------
-------- --------
</TABLE>
See accompanying notes.
3
<PAGE>
MISSISSIPPI - 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 $ 11,014 $ 11,771 $ 30,447 $ 32,959
Family entertainment center 560 601 1,534 1,562
Food and beverage 646 800 1,704 2,092
General store -- 55 -- 55
Other income 91 97 141 277
-------- -------- -------- --------
12,311 13,324 33,826 36,945
Costs and expenses:
Gaming 4,241 3,715 13,047 11,052
Gaming equipment leases 567 567 1,708 1,719
Family entertainment center 272 294 733 820
Food and beverage 624 896 1,713 2,224
General store -- 41 -- 41
Marketing 1,615 1,956 4,603 5,254
General and administration 4,179 4,724 11,291 13,615
Depreciation and amortization 327 426 994 1,191
-------- -------- -------- --------
11,825 12,619 34,089 35,916
Gain (loss) from operations 486 705 (263) 1,029
Interest expense and other, net (1,080) (1,206) (3,209) (3,518)
-------- -------- -------- --------
Net loss ($594) ($501) ($3,472) ($2,489)
-------- -------- -------- --------
-------- -------- -------- --------
Net loss allocated to Partners:
General Partner ($13) ($--) ($126) ($49)
Limited Partners (581) (501) (3,346) (2,440)
-------- -------- -------- --------
($594) ($501) ($3,472) ($2,489)
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
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)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
1995 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($3,472) ($2,489)
Adjustments to reconcile net loss to net
cash provided by operating activities
Lease expense recorded in exchange for
limited partnership interest 1,500 1,500
Depreciation and amortization 994 1,191
Prepaids expenses and other current assets 737 (331)
Accrued compensation 286 341
Other accrued liabilities 507 283
Accrued interest payable - Boomtown, Inc. 1,374 (665)
Other adjustments, net 122 347
-------- --------
Net cash provided by operating activities 2,048 177
-------- --------
Cash flows from investing activities:
Proceeds from sale of property and equipment 17 212
Payments for purchases of property and equipment (1,450) (2,807)
Decrease in construction related payables (344) (83)
-------- --------
Net cash used in investing activities (1,777) (2,678)
-------- --------
Cash flows from financing activities:
Note payable - Boomtown, Inc., net 190 3,365
Prepayment of property lease -- (2,480)
Proceeds from long-term debt 857 1,538
Principal payments on long-term debt (187) (282)
-------- --------
Net cash provided by financing activities 860 2,141
-------- --------
Net increase (decrease) in cash and cash equivalents 1,131 (360)
Cash and cash equivalents:
Beginning of period 1,369 2,928
-------- --------
End of period $ 2,500 $ 2,568
-------- --------
-------- --------
</TABLE>
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 June 30, 1996, the results of operations for the three and nine
months ended June 30, 1996 and 1995 and cash flows for nine months ended June
30, 1996 and 1995 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>
11.5% note payable $ 604 $ 394
Capital lease obligations -- 1,466
------ ------
604 1,860
Less amounts due within one year 284 1,548
------ ------
$ 320 $ 312
------ ------
------ ------
</TABLE>
6
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MISSISSIPPI - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
The 11.5% note payable is secured by furniture, fixtures and
equipment. The note matures in October 1997.
The capital lease obligations are secured by equipment under
agreements and mature in August 1997, September 1997 and December 1998.
During June 1996 the Partnership converted two operating leases into capital
leases. The two leases are secured by equipment and mature August 1997 and
September 1997, respectively.
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 $511,000 at June 30, 1996.
In addition, the Company is a guarantor for a ship mortgage with an
outstanding balance of $3.5 million at June 30, 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.
7
<PAGE>
MISSISSIPPI - I GAMING, L.P.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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 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.
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
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 nine months ended June 30, 1996, the Partnership
recorded Management Fees in the amount of $159,000 and $495,000, 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
nine month periods 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 $11,014 89.5% $11,771 88.3% $30,447 90.0% $32,959 89.2%
Non-gaming 1,297 10.5% 1,553 11.7% 3,379 10.0% 3,986 10.8%
----------------- ----------------- ----------------- -----------------
12,311 100.0% 13,324 100.0% 33,826 100.0% 36,945 100.0%
Operating costs and expenses:
Gaming 4,808 39.1% 4,282 32.2% 14,755 43.6% 12,771 34.5%
Non-gaming 896 7.3% 1,231 9.2% 2,446 7.2% 3,085 8.4%
Marketing, general and administrative 5,794 47.1% 6,680 50.1% 15,894 47.0% 18,869 51.1%
Depreciation 327 2.6% 426 3.2% 994 3.0% 1,191 3.2%
----------------- ----------------- ----------------- -----------------
11,825 96.1% 12,619 94.7% 34,089 100.8% 35,916 97.2%
Income (loss) from operations 486 3.9% 705 5.3% (263) (.8%) 1,029 2.8%
Interest and other expenses, net (1,080) (8.8%) (1,206) (9.0%) (3,209) (9.5%) ( 3,518) ( 9.5%)
----------------- ----------------- ----------------- -----------------
Net loss ($594) (4.8%) ($501) (3.7%) ($3,472) (10.3%) ($ 2,489) ( 6.7%)
----------------- ----------------- ----------------- -----------------
----------------- ----------------- ----------------- -----------------
</TABLE>
Total revenues for the third quarter ended June 30, 1996 were $13.3
million, 8.2% higher than in the $12.3 million in the same prior year period.
Gaming revenues improved 6.8% to $11.8 million and non-gaming revenues
increased 19.7% to $1.6 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 nine months of fiscal 1996 the Partnership recorded gaming
revenues of $33.0 million and non-gaming revenues of $4.0 million, an
improvement of 8.3% and 18.0%, respectively over the same prior year period.
The increase in gaming revenues for the quarter and nine months ended June
30, 1996, resulted primarily from higher casino patronage and related gaming
play primarily due to the expansion of gaming in the Gulf Coast area. 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 $1.3 million for the third quarter of
fiscal 1996 to 63.6% of gaming revenues. This compares to 56.3% in the same
prior year quarter. For the nine months ended June 30, 1996, the gaming margin
improved from 51.5% to 61.3% of gaming revenues to $20.2 million. The
improvements in the gaming margin are a result of the efficiencies in labor
costs associated with higher revenues, discontinuance of Keno gaming in October
1995 and ceasing
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
operations of the property's 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 $322,000 and
$901,000 for the quarter and nine months ended June 30, 1996, respectively.
This compares to $401,000 and $933,000, respectively for the same prior year
period. The decrease is attributable to lower margins in the food and beverage
departments as a result of the highly competitive buffet pricing in the market.
Marketing expenses were $2.0 million and $5.3 million for the three
and nine months ended June 30, 1996, respectively as compared to $1.6 million
and $4.6 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
nine month periods resulted primarily from additional advertising to promote the
Boomtown brand, increased bus program activity and the increase in players club
redemption costs due to increased slot play and a higher redemption percentage.
General and administrative expenses were $4.7 million for the quarter
ended June 30, 1996, an increase of approximately $552,000 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 $159,000 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 nine months ended June 30, 1996 general and administrative
expenses were $13.6 million, an increase of $2.4 million over the prior year
nine 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 of $495,000 charged by Boomtown.
Depreciation and amortization expense for the quarter and nine months
ended June 30, 1996 was $426,000 and $1.2 million, respectively. The
Partnership incurred interest expense of $1.2 million, interest income of
$13,000 and a gain on the sale of assets of $19,000 during the third fiscal
quarter of 1996. For the first nine months of fiscal 1996 interest expense was
$3.6 million, interest income was $35,000 and the gain on sale of assets
recorded was $59,000. The majority of interest expense incurred is related to
the Boomtown note payable.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal source of liquidity at June 30, 1996 was
cash and cash equivalents of approximately $2.6 million, a decrease of $360,000
from September 30, 1995. The Partnership generated $177,000 from operating
activities in addition to paying approximately $4.4
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
million of interest to Boomtown, Inc. in partial satisfaction of outstanding
interest payable on the long-term notes payable. During the first nine
months of the prior fiscal year the Partnership provided $2.0 million of
operating cash as well as funding $1.6 million of interest accrued on the
notes payable to Boomtown.
Net cash used in investing activities for the first nine months of
fiscal 1996 was $2.7 million, primarily related to $2.8 million used toward the
purchase of property and equipment offset by $212,000 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 $2.5 million was paid to the lessor of
the barge in return for a reduction of the future lease payments.
At June 30, 1996 the Partnership's debt was primarily comprised of a
$41.2 million note payable to Boomtown, and other payables of $1.9 million 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, 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 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 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.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
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 (see Boomtown Inc's
Form 10Q for the quarter ended June 30, 1996) 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: 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. 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 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> 2,568
<SECURITIES> 0
<RECEIVABLES> 73<F1>
<ALLOWANCES> 0
<INVENTORY> 282
<CURRENT-ASSETS> 5,343
<PP&E> 38,470
<DEPRECIATION> 2,624
<TOTAL-ASSETS> 45,801
<CURRENT-LIABILITIES> 49,129
<BONDS> 312<F2>
0
0
<COMMON> 0
<OTHER-SE> (3,640)
<TOTAL-LIABILITY-AND-EQUITY> 45,801
<SALES> 36,668
<TOTAL-REVENUES> 36,945
<CGS> 0
<TOTAL-COSTS> 15,856
<OTHER-EXPENSES> 20,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,518<F3>
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,489)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,489)
<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>
