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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997
Commission file number: 333-34471-06
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.)
1050 South Prairie Avenue Inglewood, California 90301
(Address of Principal Executive Offices) (Zip Code)
(310) 419 - 1500
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934: None
The Registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K, and therefore is 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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [_] No [X]
Indicated by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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MISSISSIPPI - I GAMING, L.P.
Table of Contents
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<S> <C>
Part I
Item 1. Description of Business....................................................... 1
General...................................................................... 1
Competition.................................................................. 1
Government Regulation........................................................ 1
Federal Income Tax Matters................................................... 5
Employees.................................................................... 5
Other........................................................................ 6
Item 2. Properties.................................................................... 6
Item 3. Legal Proceedings............................................................. 6
Part II
Item 5. Market for the Registrant's Common Equity and Related Stock Matters........... 6
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................... 6
Results of Operations..................................................... 7
Liquidity and Capital Resources........................................... 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................... 9
Item 8. Financial Statements.......................................................... 9
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................................... 9
Part IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K............. 9
Signatures.................................................................... 11
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
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GENERAL Mississippi - I Gaming, L.P. (the "Mississippi Partnership"), is a
Mississippi limited partnership, which is majority owned and controlled by
Hollywood Park, Inc. ("Hollywood Park"), through its wholly owned subsidiaries,
Boomtown, Inc. ("Boomtown") and Bayview Yacht Club, Inc., which own 80% and 5%,
respectively, of the Mississippi Partnership, with the remaining 15% owned by
Eric Skrmetta ("Skrmetta").
The Mississippi Partnership owns and operates a dockside casino ("Boomtown
Biloxi"), which opened in July 1994. Boomtown Biloxi occupies nineteen acres on
Biloxi Mississippi's historic Back Bay. The Mississippi Gulf Coast is marketed
as the "Playground of the South" and has been a major tourist destination, even
prior to the advent of full casino gaming in 1992. The Mississippi Gulf Coast
comprises a land area of nearly 1,800 square miles, with more than 30 miles of
white sand beaches fronting the Gulf of Mexico. Recent statistics indicated that
on an annual basis approximately 22 million patrons visited the Gulf Coast
casinos, of which 64% were drawn to the Mississippi Gulf Coast from outside the
state. Boomtown Biloxi operates an "old west" themed 33,632 square foot casino,
which sits on a permanently moored 400 x 110 foot barge. Boomtown Biloxi offers
1,038 slot machines and 35 table games. The land-based facility houses all non-
gaming activities, including restaurants, buffets, a family video fun center and
gift shops.
In October 1993, the Mississippi Partnership entered into a 99 year land lease
with Eric Skrmetta ("Skrmetta") for 8.9 acres adjacent to the barge. Base rent
due under the lease is a function of gaming revenues (as defined in the lease)
and can range from $500,000 to $2,000,000 annually. Percentage rent is computed
as 5% of gaming revenues in excess of $25,000,000, and 6% of gaming revenues
over $50,000,000. Skrmetta exchanged $2,000,000 of base rent for two years for a
15% interest in the Mississippi Partnership.
On August 13, 1997, Hollywood Park exercised its option under the Mississippi
Partnership Agreement to exchange Skrmetta's interest in the Mississippi
Partnership, at Skrmetta's option for either cash and/or shares of Hollywood
Park common stock with an aggregate value equal to the value of Skrmetta's 15%
interest in the Mississippi Partnership, with such value determined by a formula
set forth in the relevant Mississippi Partnership Agreement. Hollywood Park
supplied Skrmetta with its calculation of the value of his 15% Mississippi
Partnership interest, and Skrmetta did not agree with the valuation. Hollywood
Park has initiated arbitration proceedings to settle the valuation issue.
COMPETITION The Mississippi Partnership faces significant competition from
other Mississippi Gulf Coast casinos, as new competitors enter this market and
existing competitors expand their operations. The Mississippi Partnership also
competes, but to a lesser extent, with other casino operators in North American
markets. Boomtown Biloxi is located on the Back Bay of Biloxi, which is not
considered to be as advantageous as a site on the Gulf of Mexico, or the Front
Bay. Several casino operators in the Mississippi Gulf Coast region have
significantly greater name recognition and marketing resources. Consolidation of
companies in the gaming industry could increase the concentration of large
gaming companies in Mississippi. Competing casinos in the Mississippi Gulf Coast
region have expanded rapidly and, as a result, the Mississippi Gulf Coast market
is experiencing significant dilution in gaming win per position, and a number of
casinos in the Mississippi Gulf Coast market have failed. The Imperial Palace,
located adjacent to Boomtown Biloxi, opened with a casino and 1,050 room hotel
in January 1998; Mirage Resorts is presently constructing a casino and 1,800
room hotel on the Front Bay; and Casino Magic Corp. is scheduled to open its
Front Bay 378 room hotel in connection with its existing casino. While the
Mississippi Partnership believes it has been able to effectively compete in the
Mississippi Gulf Coast market, there is no assurance that increasing competition
will not adversely affect the Mississippi Partnership's operations.
GOVERNMENT REGULATION Dockside casino gaming was legalized under the
Mississippi Gaming Control Act (the "Mississippi Act"), which is administered by
the Mississippi Gaming Commission.
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The laws, regulations and supervisory procedures of Mississippi and the
Mississippi Gaming Commission seek to: (i) prevent unsavory or unsuitable
persons from having any direct or indirect involvement with gaming at any time
or in any capacity; (ii) establish and maintain responsible accounting practices
and procedures; (iii) maintain effective control over the financial practices of
licensees, including establishing minimum procedures for internal fiscal affairs
and safeguarding of assets and revenues, providing reliable record keeping and
making periodic reports to the Mississippi Gaming Commission; (iv) prevent
cheating and fraudulent practices; (v) provide a source of state and local
revenues through taxation and licensing fees; and (vi) ensure that gaming
licensees, to the extent practicable, employ Mississippi residents. The
regulations are subject to amendment and interpretation by the Mississippi
Gaming Commission. Changes in Mississippi laws or regulations could have an
adverse effect on the Mississippi Partnership's gaming operations.
The Mississippi Act provides for legalized dockside gaming at the discretion of
the 14 counties that either border the Gulf Coast or the Mississippi River, but
only if the voters in such counties have not voted to prohibit gaming in that
county. As of August 1, 1997, dockside gaming was permissible in nine of the
fourteen eligible counties in Mississippi and gaming operations had commenced in
Adams, Coahoma, Hancock, Harrison, Tunica, Warren and Washington counties. Under
Mississippi law, gaming vessels must be located on the Mississippi River or on
navigable waters in eligible counties along the Mississippi River or in the
waters lying south of the counties along the Mississippi Gulf Coast. The law
permits unlimited stakes gaming on permanently moored vessels on a 24 hour basis
and does not restrict the percentage of space which may be utilized for gaming.
The Mississippi Act permits substantially all traditional casino games and
gaming devices and, on August 11, 1997, a Mississippi lower court ruled that the
Mississippi Act also permits race books on the premises of licensed casinos. The
Mississippi Gaming Commission has not yet determined whether it will appeal that
decision.
Hollywood Park and any subsidiary of Hollywood Park (or partnership in which the
subsidiary is a partner) that operates a casino in Mississippi (a "Mississippi
Gaming Subsidiary"), is subject to the licensing and regulatory control of the
Mississippi Gaming Authorities. Hollywood Park is currently registered with the
Mississippi Gaming Commission as a publicly traded corporation and has been
found suitable to own the stock of Boomtown, which is currently registered with
the Mississippi Gaming Commission as an intermediary company. Boomtown has been
found suitable to own the limited partnership interests of the Mississippi
Partnership, (the operator of Boomtown Biloxi and a licensee of the Mississippi
Gaming Commission), and to own the stock of the corporate general partner of the
partnership. Hollywood Park is required periodically to submit detailed
financial and operating reports to the Mississippi Gaming Commission and furnish
any other information which the Mississippi Gaming Commission may require. If
Hollywood Park is unable to continue to satisfy the registration requirements of
the Mississippi Act, Hollywood Park and its Mississippi Gaming Subsidiaries
cannot own or operate gaming facilities in Mississippi. Each Mississippi Gaming
Subsidiary must obtain gaming licenses from the Mississippi Gaming Commission to
operate casinos in Mississippi. A gaming license is issued by the Mississippi
Gaming Commission subject to certain conditions, including continued compliance
with all applicable state laws and regulations and physical inspection of the
casinos prior to opening. There are no limitations on the number of gaming
licenses which may be issued in Mississippi.
Gaming licenses are not transferable, are initially issued for a two-year period
and must be renewed periodically thereafter. Boomtown Biloxi's gaming license
was renewed in 1996 for a two-year period expiring June 20, 1998. No person may
become a shareholder of or receive any percentage of profits from an
intermediary company or a gaming licensee subsidiary of a holding company
without first obtaining licenses and approvals from the Mississippi Gaming
Commission. Hollywood Park has obtained such approvals in connection with the
licensing of Boomtown Biloxi and the registration of Hollywood Park as a
publicly traded holding company.
Certain officers and employees of Hollywood Park and the officers, directors and
certain key employees of the Company's Mississippi Gaming Subsidiary must be
found suitable or be investigated by the Mississippi Gaming Commission.
Hollywood Park believes that findings of suitability with respect to such
persons associated with Boomtown Biloxi have been applied for or obtained.
However, the Mississippi Gaming
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Commission in its discretion may require additional persons to file applications
for suitability. Employees associated with gaming must obtain work permits that
are subject to immediate suspension under certain circumstances. In addition,
any person having a material relationship or involvement with Hollywood Park may
be required to be found suitable or licensed, in which case those persons must
pay the costs and fees associated with such investigation. The Mississippi
Gaming Commission may deny an application for a license for any cause that it
deems reasonable. Changes in licensed positions must be reported to the
Mississippi Gaming Commission. In addition to its authority to deny an
application for a license, the Mississippi Gaming Commission has jurisdiction to
disapprove a change in any person's corporate position or job title, such
changes must be reported to the Mississippi Gaming Commission. The Mississippi
Gaming Commission has the power to require any Mississippi Gaming Subsidiary and
the Company to suspend or dismiss officers, directors and other key employees or
sever relationships with other persons who refuse to file appropriate
applications or whom the authorities find unsuitable to act in such capacities.
At any time, the Mississippi Gaming Commission has the power to investigate and
require the finding of suitability of any shareholder of record or beneficial
shareholder of Hollywood Park. Mississippi law requires any person who acquires
more than 5% of the common stock of a registered publicly-traded holding company
to report the acquisition to the Mississippi Gaming Commission, and such person
may be required to be found suitable. Also, any person who becomes a beneficial
owner of more than 10% of a registered publicly-traded holding company's common
stock, as reported to the Securities and Exchange Commission, must apply for a
finding of suitability by the Mississippi Gaming Commission and must pay the
costs and fees that the Mississippi Gaming Commission incurs in conducting the
investigation. The Mississippi Gaming Commission has generally exercised its
discretion to require a finding of suitability of any beneficial owner of more
than 5% of a registered publicly traded holding company's common stock. However,
the Mississippi Gaming Commission has adopted a policy that could permit certain
institutional investors to beneficially own up to 10% of a public company's
stock without a finding of suitability. If a shareholder who must be found
suitable is a corporation, partnership or trust, it must submit detailed
business and financial information, including a list of beneficial owners.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Mississippi Gaming
Commission may be found unsuitable. The same restrictions apply to a record
owner, if the record owner, after request, fails to identify the beneficial
owner. Any person found unsuitable and who holds, directly or indirectly, any
beneficial ownership of the securities of Hollywood Park beyond such time as the
Mississippi Gaming Commission prescribes, may be guilty of a misdemeanor.
Hollywood Park is subject to disciplinary action if, after receiving notice that
a person is unsuitable to be a shareholder or to have any other relationship
with Hollywood Park or its Mississippi Gaming Subsidiaries, Hollywood Park: (i)
pays the unsuitable person any dividend or other distribution upon the voting
securities of Hollywood Park; (ii) recognizes the exercise, directly or
indirectly, of any voting rights conferred by securities of Hollywood Park held
by the unsuitable person; (iii) pays the unsuitable person any remuneration in
any form for services rendered or otherwise, except in certain limited and
specific circumstances; or (iv) fails to pursue all lawful efforts to require
the unsuitable person to divest himself of the securities, including, if
necessary, the immediate purchase of the securities for cash at a fair market
value.
Hollywood Park may be required to disclose to the Mississippi Gaming Commission
upon request the identities of the holders of any of Hollywood Park's debt
securities. In addition, the Mississippi Gaming Commission under the Mississippi
Act may, in its discretion, (i) require holders of securities of registered
corporations, including debt securities such as the Hollywood Park 9.5% Series A
Senior Subordinated Notes due 2007 (the "Notes"), to file applications, (ii)
investigate such holders, and (iii) require such holders to be found suitable to
own such securities or receive distributions thereon. If the Mississippi Gaming
Commission determines that a person is unsuitable to own such security, then the
issuer may be sanctioned, including the loss of its approvals, if without the
prior approval of the Mississippi Gaming Commission, it: (i) pays to unsuitable
person any dividend, interest, or any distribution whatsoever; (ii) recognizes
any voting right by such unsuitable person in connection with such securities;
(iii) pays the unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption, conversion,
exchange, liquidation, or similar transaction. Although the Mississippi Gaming
Commission generally does
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not require the individual holders of obligations such as the Notes to be
investigated and found suitable, the Mississippi Gaming Commission retains the
discretion to do so for any reason, including but not limited to a default, or
where the holder of the debt instrument exercises a material influence over the
gaming operations of the entity in question. Any holder of debt securities
required to apply for a finding of suitability must pay all investigative fees
and costs of the Mississippi Gaming Commission in connection with such an
investigation.
The Mississippi Gaming Subsidiary must maintain a current stock ledger in its
principal office in Mississippi and Hollywood Park must maintain a current list
of stockholders in the principal offices of the Mississippi Gaming Subsidiary
which must reflect the record ownership of each outstanding share of any class
of equity security issued by Hollywood Park. The stockholder list may thereafter
be maintained by adding reports regarding the ownership of such securities that
it receives from Hollywood Park's transfer agent. The ledger and stockholder
lists must be available for inspection by the Mississippi Gaming Commission at
any time. If any securities of Hollywood Park are held in trust by an agent or
by a nominee, the record holder may be required to disclose the identity of the
beneficial owner to the Mississippi Gaming Commission. A failure to make such
disclosure may be grounds for finding the record holder unsuitable. Hollywood
Park must also render maximum assistance in determining the identity of the
beneficial owners.
The Mississippi Act requires that the certificates representing securities of a
publicly-traded corporation (as defined in the Mississippi Act) bear a legend to
the general effect that such securities are subject to the Mississippi Act and
the regulations of the Mississippi Gaming Commission. The Mississippi Gaming
Commission has the power to impose additional restrictions on the holders of
Hollywood Park's securities at any time. Hollywood Park has received a waiver
from this legend requirement from the Mississippi Gaming Commission.
Substantially all loans, leases, sales of securities and similar financing
transactions by a Mississippi Gaming Subsidiary must be reported to or approved
by the Mississippi Gaming Commission. A Mississippi Gaming Subsidiary may not
make an issuance or a public offering of its securities. Similarly, the equity
interests of the Mississippi Gaming Subsidiary may not be pledged without the
prior approval of the Mississippi Gaming Commission. Hollywood Park may not make
an issuance or public offering of its securities without the prior approval of
the Mississippi Gaming Commission if any part of the proceeds of the offering is
to be used to finance the construction, acquisition or operation of gaming
facilities in Mississippi or to retire or extend obligations incurred for one or
more such purposes. Such approval, if given, does not constitute a
recommendation or approval of the investment merits of the securities subject to
the offering. Any representation to the contrary is unlawful.
Change in control of Hollywood Park through merger, consolidation, acquisition
of assets, management or consulting agreements or any form of takeover, and
certain recapitalizations and stock purchases by Hollywood Park, cannot occur
without the prior approval of the Mississippi Gaming Commission. Entities
seeking to acquire control of a registered corporation must satisfy the
Mississippi Gaming Commission in a variety of stringent standards prior to
assuming control of such registered corporation. The Mississippi Gaming
Commission may also require controlling stockholders, officers, directors and
other persons having a material relationship or involvement with the entity
proposing to acquire control, to be investigated and licensed as part of the
approval process relating to the transaction.
Neither Hollywood Park nor any of its subsidiaries may engage in gaming
activities in Mississippi while also conducting gaming operations outside of
Mississippi without approval of the Mississippi Gaming Commission. The
Mississippi Gaming Authorities may require determinations that, among other
things, there are means for the Mississippi Gaming Authorities to have access to
information concerning the out-of-state gaming operations of Hollywood Park and
its affiliates. The Mississippi Gaming Commission must approve any future gaming
operations of the Company outside Mississippi. The Mississippi Gaming Commission
has approved Hollywood Park's operations in Nevada, California and Louisiana but
must approve the Company's operations in any other jurisdictions.
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If the Mississippi Gaming Commission decides that a Mississippi Gaming
Subsidiary violated a gaming law or regulation, the Mississippi Gaming
Commission could limit, condition, suspend or revoke the license of the
Mississippi Gaming Subsidiary, subject to compliance with certain statutory and
regulatory procedures. In addition, a Mississippi Gaming Subsidiary, Hollywood
Park and the persons involved could be subject to substantial fines for each
separate violation. Because of such a violation, the Mississippi Gaming
Commission could seek to appoint a supervisor to operate the casino facilities.
Limitation, conditioning or suspension of any gaming license or the appointment
of a supervisor could (and revocation of any gaming license would) materially
adversely affect the Company and the Mississippi Gaming Subsidiary's gaming
operations and Hollywood Park's results of operations.
License fees and taxes, computed in various ways depending on the type of gaming
involved, are payable to the State of Mississippi and to the counties and cities
in which a Mississippi Gaming Subsidiary's respective operations will be
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon (i) a
percentage of the gross gaming revenues received by the casino operation, (ii)
the number of slot machines operated by the casino or (iii) the number of table
games operated by the casino. The license fee payable to the State of
Mississippi is based upon "gaming receipts" (generally defined as gross receipts
less pay outs to customers as winnings) and equals 4% of gaming receipts of
$50,000 or less per month, 6% of gaming receipts over $50,000 and less than
$134,000 per month, and 8% of gaming receipts over $134,000. The foregoing
license fees are allowed as a credit against the licensee's Mississippi income
tax liability for the year paid.
In October 1994, the Mississippi Gaming Commission adopted two new regulations.
Under the first regulation, as condition of licensure or license renewal, casino
vessels on the Mississippi Gulf Coast that are not self-propelled must be moored
to withstand a Category 4 hurricane with 155 mile-per-hour winds and 15-foot
tidal surge. The Mississippi Partnership believes that it currently meets this
requirement. The second regulation requires as a condition of licensure or
license renewal that a gaming establishment's plan include a 500-car parking
facility in close proximity to the casino complex and infrastructure facilities,
the expenditures for which will amount to at least 25% of the casino cost. Such
facilities shall include any of the following: a 250-room hotel of at least a
two-star rating as defined by the current edition of the Mobil Travel Guide, a
theme park, golf courses, marinas, tennis complex, entertainment facilities, or
any other such facility as approved by the Mississippi Gaming Commission as
infrastructure. Parking facilities, roads, sewage and water systems, or
facilities normally provided by cities and/or counties are excluded. The
Mississippi Gaming Commission may in its discretion reduce the number of rooms
required, where it is shown to the Mississippi Gaming Commission's satisfaction
that sufficient rooms are available to accommodate the anticipated visitor load.
In late 1997, members of the senior staff of the Mississippi Gaming Commission
and members of the Commission informally advised Hollywood Park that they
believe that the Mississippi Partnership has complied with the infrastructure
requirement. However, the Mississippi Partnership is subject to relicensing in
June of 1998 and it is possible that the Mississippi Gaming Commission could
require further development at Boomtown Biloxi in connection with the
relicensing.
The sale of food or alcoholic beverages at Boomtown Biloxi is subject to
licensing, control and regulation by the applicable state and local authorities.
The agencies involved have full power to limit, condition, suspend or revoke any
such license, and any such disciplinary action could (and revocation would) have
a material adverse effect upon the operations of the affected casino or casinos.
Certain officers and managers of Hollywood Park and Boomtown Biloxi must be
investigated by the Alcoholic Beverage Control Division of the State Tax
Commission (the "ABC") in connection with Boomtown Biloxi's liquor permits.
Changes in licensed positions must be approved by the ABC.
FEDERAL INCOME TAX MATTERS The Mississippi Partnership is not directly subject
to state or federal income taxes. Any income tax liability is the responsibility
of the partners.
EMPLOYEES Boomtown Biloxi has approximately 980 employees. None of Boomtown
Biloxi's employees are represented by labor unions.
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OTHER Information concerning backlogs, sources and availability of raw
materials is not material to the understanding of the Mississippi Partnership's
business.
The Mississippi Partnership does not engage in material research activities
relating to development of new products, services or improvements of existing
products or services.
Compliance with federal, state and local provisions which have been enacted or
adopted regulating the discharge of materials into the environment or otherwise
relating to the protection of the environment have not had a material effect
upon capital expenditures, earnings or the competitive position of the
Mississippi Partnership.
The Mississippi Partnership does not engage in material operations in any
foreign country, nor is a material portion of its sales or revenues derived from
customers in any foreign country.
ITEM 2. PROPERTIES
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The Mississippi Partnership owns the barge in which the Boomtown Biloxi casino
operates and adjacent land based facility. The land upon which the land based
facility sits is under a 99 year lease. Boomtown Biloxi covers approximately 19
acres, with all but one acre under lease. The majority of Boomtown Biloxi's
parking lot is under lease for terms ranging from five to fifteen years.
The Mississippi Partnership has a ten year lease, entered into in 1994, with a
five year renewal option, for 5.1 acres of submerged tidelands under the barge.
ITEM 3. LEGAL PROCEEDINGS
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There are no material legal proceedings currently pending against the
Mississippi Partnership, nor is the Mississippi Partnership a plaintiff in any
currently pending material actions.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCK MATTERS
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There is no market for the equity of the Mississippi Partnership. The
Mississippi Partnership files reports under the Securities and Exchange Act of
1934 due to its status as a non-wholly owned subsidiary guarantor of the 9.5%
Senior Subordinated Notes due 2007 of Hollywood Park and Hollywood Park
Operating Company.
The Mississippi Partnership is required to make quarterly distributions to the
partners pursuant to the relevant agreements. The Mississippi Partnership is
presently 85% owned by wholly owned subsidiaries of Hollywood Park and 15% owned
by Skrmetta. Hollywood Park is presently in arbitration to acquire Skrmetta's
15% interest in the Mississippi Partnership.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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Except for the historical information contained herein, the matters addressed in
this Annual Report on Form 10-K may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended. Such
forward-looking statements are subject to a variety of risks and uncertainties
that could cause actual results to differ materially from those anticipated by
the Mississippi Partnership's management, including without limitation risks of
business interruptions due to loss of service of the gaming barge from casualty,
mechanical failure, extended or extraordinary maintenance, or severe weather,
and potential saturation of the Biloxi gaming market. The Private Securities
Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor"
provisions for forward-looking statements. All forward-looking statements made
in this Annual Report on
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Form 10-K are made pursuant to the Act. For more information on the potential
factors which could affect the Company's financial results, please review
Hollywood Park's filings with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
Historically the Mississippi Partnership reported financial results with a
fiscal year end of September 30. As of the June 30, 1997, acquisition of
Boomtown by Hollywood Park, the Mississippi Partnership reported financial
results with a year end of December 31. Due to the change in reporting periods
the financial results of the Mississippi Partnership were audited as of and for
the nine months ended June 30, 1997, and as of and for the six months ended
December 31, 1997.
Six months ended December 31, 1997 compared to the six months ended December 31,
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1996
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Total revenues for the six months ended December 31, 1997, increased by
$2,292,000, or 8.5%, as compared to the six months ended December 31, 1996.
Gaming revenues increased by $1,968,000, or 8.2%, due primarily to more
aggressive marketing programs, which drew players from nearby casinos to
Boomtown Biloxi, despite minimal growth in the Biloxi gaming market.
Total operating expenses increased by $761,000, or 3.0%, during the six months
ended December 31, 1997 as compared to the six months ended December 31, 1996.
Food and beverage costs increased by $360,000, or 18.5%, due primarily to the
opening of a full service restaurant and buffet in 1997, whereas previously
there was just a self service deli. Depreciation and amortization increased by
$609,000, or 56.8%, due primarily to the reclassification of gaming equipment
leases from operating leases to capital leases, thus generating depreciation
expense, and due to the depreciation of normal capital additions. Interest
expense increased by $150,000, or 56.8%, due primarily to interest on short term
borrowing from Boomtown.
Nine months ended June 30, 1997 compared to the nine months ended June 30, 1996
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Total revenues increased by $4,737,000 or 12.8% during the nine months ended
June 30, 1997 as compared to the nine months ended June 30, 1996. Gaming
revenues increased by $4,582,000, or 13.9%, due primarily to Boomtown Biloxi's
continued aggressive marketing to the local population of the Back Bay.
Total operating expenses increased by $2,948,000, or 8.2%, during the nine
months ended June 30, 1997 as compared to the nine months ended June 30, 1996.
Gaming expenses increased by $1,794,000, or 10.0%, primarily due to increased
gaming taxes of approximately $550,000 (as a result of increased gaming
revenues) and costs associated with the various new marketing efforts. Food and
beverage expenses increased by $697,000 or 31.3%, due primarily to costs
associated with operating a new full service restaurant and buffet in 1997,
whereas in 1996 Boomtown Biloxi operated only a self service deli restaurant.
Administrative expenses decreased by $965,000, or 7.1%, due primarily to the
completion of leases for non-gaming equipment and the reclassification of
operating leases to capital leases during the nine months ended June 30, 1997.
Other expenses increased by $223,000, or 25.9%, due primarily to costs
associated with the operation of the gift shops by Boomtown Biloxi in 1997,
whereas in 1996 the gift shops were leased to a third party operator.
Depreciation and amortization increased by $1,199,000, or 101%, due primarily to
the 1997 restructuring of operating leases for gaming and other equipment to
capital leases, and a one time $340,000 expense adjustment, due to shortened
lives of certain assets. Interest expense increased by $422,000, or 12.0%, due
to interest associated with the capital leases and interest on additional debt
due to Boomtown.
Year ended September 30, 1996 compared to the year ended September 30, 1995
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Total revenues for the year ended September 30, 1996, increased by $4,650,000,
or 10.0%, as compared to the year ended September 30, 1995. Gaming revenues
increased by $3,796,000, or 9.1%, primarily a result of increased patronage
generating a demand for an additional 57 slot machines in 1996. The Mississippi
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Partnership benefited from the continued growth in the Mississippi Gulf Coast
gaming market. Food and beverage revenues increased by $557,000, or 23.2%, a
result of the increase in gaming patrons. Other revenues increased by $297,000,
or 11.9%, primarily the result of the Mississippi Partnership assuming the
operation of Boomtown Biloxi's gift shops in April 1996, which were previously
leased to an unaffiliated operator.
Total operating expenses increased by $1,317,000, or 2.8%. Food and beverage
expenses increased by $594,000, or 24.4%, primarily a result of increased
marketing programs related to complimentary and discount meals for gaming
patrons. Administrative expenses increased by $426,000, or 2.4%, primarily a
result of increased insurance premiums and increased maintenance and repairs to
maintain the quality of the facility. Other expenses increased by $193,000, or
18.5%, primarily due to opening the Mississippi Partnership operated gift shops
in 1996. Depreciation and amortization increased by $345,000, or 25.8%,
primarily the result of normal capital expenditures. Interest expense increased
by $539,000, or 12.3%, primarily a result of increased funds borrowed from
Boomtown.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL The Mississippi Partnership's principal source of liquidity as of
December 31, 1997, was cash and cash equivalents of $4,143,000. Cash and cash
equivalents increased by $1,100,000 during the six months ended December 31,
1997. Cash of $4,404,000 was provided by operating activities. Cash of
$3,797,000 was used in investing activities, primarily for the down payment on
the barge, and normal capital expenditures. Cash provided by financing
activities of $493,000, included cash advances from Boomtown netted against the
normal payments on notes outstanding.
The Mississippi Partnership transfers cash in excess of operating needs to
Boomtown as available, and Boomtown transfers cash to the Mississippi
Partnership to fund operating requirements, as needed.
As of December 31, 1997 the Mississippi Partnership had an outstanding note
payable to Boomtown in the amount of $44,454,000. This amount primarily related
to funds invested by Boomtown for the initial construction of the property, and
the net of cash transfers between the Mississippi Partnership and Boomtown.
Interest on the notes payable to Boomtown was 11.5%, during the periods
presented.
On August 4, 1997, Hollywood Park executed an agreement pursuant to which a
Hollywood Park entity purchased the barge that the Boomtown Biloxi casino sits
upon and the building shell for $5,250,000. A down payment of $1,500,000 was
made, with the balance of $3,750,000 to be paid in three equal annual
installments of $1,250,000. Interest is payable quarterly and is set at the
prime interest rate as of the first day of each year.
In the opinion of the Mississippi Partnership's management, current cash and
cash equivalents, cash from operations and, if needed, cash transfers from
Boomtown, will be sufficient to fund the Mississippi Partnership's cash
requirements for the foreseeable future, and in any event for the next twelve
months.
GUARANTEE OF HOLLYWOOD PARK, INC. NOTES In August 1997, Hollywood Park and
Hollywood Park Operating Company issued $125,000,000 aggregate principal amount
of 9.5% Senior Subordinated Notes due 2007 (the "Notes"). Payment of the
principal, interest and other amounts owing under the Notes has been
unconditionally guaranteed by certain subsidiaries of Hollywood Park, including
the Mississippi Partnership. For more information concerning this guaranty and
the Notes, see the Indenture governing the Notes (which is incorporated herein
by reference) included as Exhibit 10.37 to Hollywood Park's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
GUARANTEE OF THE BOOMTOWN, INC. FIRST MORTGAGE NOTES Boomtown repurchased and
retired an aggregate of approximately $102,700,000 in principal amount of
Boomtown's 11.5% First Mortgage Notes. The remaining balance of $1,253,000 is
fully and unconditionally guaranteed by the Mississippi Partnership.
8
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
The Mississippi Partnership does not make any investments in market risk
sensitive instruments of the type described in item 305 of Regulation S-K.
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
Financial statements and accompanying footnotes are set forth on pages 15
through 23 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE.
- ---------------------
On June 30, 1997, Hollywood Park acquired Boomtown and its subsidiaries,
including the Mississippi Partnership, and as of this date Arthur Andersen LLP
replaced Ernst & Young LLP, who was dismissed, as the principal accountant to
audit the Mississippi Partnership's financial statements.
Ernst & Young LLP's independent auditors reports covering the past two years did
not contain adverse opinions or disclaimers of opinion, or were they qualified
or modified as to uncertainty, audit scope or accounting principles. There were
no disagreements between the Mississippi Partnership and Ernst & Young LLP on
any matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure, which disagreements, if not resolved to
Ernst & Young LLP's satisfaction, would have caused them to make reference in
their opinion to the subject matter of the disagreements.
The change in accountants was approved by the board of directors of the
Mississippi Partnership's general partner upon the approval of the acquisition
of Boomtown.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(a) Documents filed as part of this report
1. The financial statements and associated footnotes are set forth
in the Index to Financial Statements and appear on pages 15
through 23.
2. Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
3.3 Certificate of Mississippi Limited Partnership of Mississippi - I
Gaming, L.P. is hereby incorporated by reference to Exhibit 3.23
of Hollywood Park, Inc.'s Amendment No. 1 of Registration
Statement on Form S-4 dated October 30, 1997.
3.4 Amended and Restated Partnership Agreement of Limited Partnership
of Mississippi - I Gaming, L.P. is hereby incorporated by
reference to Exhibit 10.31 to Hollywood Park, Inc.'s Quarterly
Report on Form 10-Q for the period ended June 30, 1997.
4.1 Indenture, dated August 1, 1997, by and among Hollywood Park,
Inc., Hollywood Park Operating Company, Hollywood Park Food
Services, Inc., Hollywood Park Fall Operating Company,
HP/Compton, Inc., Crystal Park Hotel and Casino Development
Company, LLC, HP Yakama, Inc., Turf Paradise, Inc., Boomtown,
Inc., Boomtown Hotel & Casino, Inc., Louisiana- I Gaming,
Louisiana Gaming Enterprises, Inc., Mississippi - I Gaming, L.P.,
Bayview Yacht Club, Inc., and The Bank of New York, as trustee,
is hereby incorporated by reference to Exhibit 10.37 of Hollywood
Park, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
10.1 Amended and Restated Agreement of Limited Partnership of
Mississippi - I Gaming, L.P., is hereby incorporated by reference
to Exhibit 10.31 of Hollywood Park, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
10.2 Amended Equity Conversion Agreement, dated July 18, 1994, by and
between Boomtown, Inc. and Eric Skrmetta, is hereby incorporated
by reference to Exhibit 10.32 of Hollywood Park, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
10.3 Ground Lease, dated October 19, 1993, between Raphael Skrmetta as
Landlord and Mississippi- I Gaming, L.P. as Tenant, is hereby
incorporated by reference to Exhibit 10.33 of Hollywood Park,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
10.4 First Amendment to Ground Lease dated October 19, 1993, between
Raphael Skrmetta and Mississippi - I Gaming, L.P., is hereby
incorporated by reference to Exhibit 10.34 to Hollywood Park,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
10.5 Second Amendment to Ground Lease dated October 19, 1993, between
Raphael Skrmetta and Mississippi - I Gaming, L.P., is hereby
incorporated by reference to Exhibit 10.35 to Hollywood Park,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
10.6 Purchase Agreement, dated August 1, 1997, by and among Hollywood
Park, Inc., Hollywood Park Operating Company, Hollywood Park Food
Services, Inc., HP/Compton,
9
<PAGE>
Inc., Crystal Park Hotel and Casino Development Company, LLC,
Hollywood Park Fall Operating Company, HP Yakama, Inc., Turf
Paradise, Inc., Boomtown, Inc., Boomtown Hotel & Casino, Inc.,
Louisiana - I Gaming, Louisiana Gaming Enterprises, Inc.,
Mississippi - I Gaming, L.P., Bayview Yacht Club, Inc., and the
Initial Purchasers, is hereby incorporated by reference to
Exhibit 10.36 to Hollywood Park, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1997.
10.7 Public Trust Tidelands Lease, dated August 15, 1994, by and
between the Secretary of State on behalf of the State of
Mississippi and Mississippi - I Gaming, L.P., is hereby
incorporated by reference to Exhibit 10.43 to Hollywood Park,
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
10.8 Public Trust Tidelands Lease Amendment, dated March 31, 1997, by
and between the Secretary of State on behalf of the State of
Mississippi and Mississippi - I Gaming, L.P., is hereby
incorporated by reference to Exhibit 10.44 to Hollywood Park,
Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MISSISSIPPI - I GAMING L.P.
(Registrant)
By: Bayview Yacht Club, Inc.
a Mississippi corporation
Its: General Partner
By: /s/ G. Michael Finnigan March 27, 1998
-------------------------------
G. Michael Finnigan
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.
BAYVIEW YACHT CLUB, INC.
General Partner
Mississippi - I Gaming, L.P.
By: /s/ Timothy J. Parrott March 27, 1998
-------------------------------
Timothy J. Parrott
Director, Chairman and Chief
Executive Officer
By: /s/ Robert F. List March 27, 1998
-------------------------------
Robert F. List
Director, Secretary
and Treasurer
11
<PAGE>
MISSISSIPPI - I GAMING, L.P.
Index to Financial Statements
as of the dates and for the periods indicated below
<TABLE>
<S> <C>
Reports of Independent Public Accountants
Report of Ernst & Young LLP
Report of Arthur Andersen LLP
Balance Sheets as of December 31, 1997, June 30, 1997
and September 30, 1996.................................................. 15
Statements of Operations for the six months ended
December 31, 1997, for the nine months ended
June 30, 1997 and 1996, and the years ended
September 30, 1996 and 1995............................................. 16
Statements of Partners' Deficit for the years ended
September 30, 1995 and 1996 the nine months ended
June 30, 1997, and the six months ended December 31, 1997............... 17
Statements of Cash Flows for the six months ended
December 31, 1997, for the nine months ended
June 30, 1997 and 1996, and the years ended
September 30, 1996 and 1995............................................. 18
Notes to Financial Statements............................................. 19
</TABLE>
Schedules not included herewith have been omitted because they are not
applicable or the required information is shown in the financial statements or
the notes thereto.
12
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Executive Committee
Mississippi - I Gaming, L.P.,
a Mississippi Limited Partnership
We have audited the accompanying balance sheet of Mississippi - I Gaming, L.P.
(the "Mississippi Partnership"), a Mississippi limited partnership, as of
September 30, 1996, and the related statements of operations, partners' capital
(deficit) and cash flows for the years ended September 30, 1996 and 1995. These
financial statements are the responsibility of the Mississippi Partnership's
management. Our responsibility is to express an opinion of these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Mississippi Partnership at
September 30, 1996, and the results of its operations and its cash flows for the
years ended September 30, 1996 and 1995, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
New Orleans, Louisiana
October 31, 1996
13
<PAGE>
Report of Arthur Andersen LLP, Independent Auditors
The Executive Committee
Mississippi - I Gaming, L.P.
a Mississippi Limited Partnership:
We have audited the accompany balance sheets of Mississippi - I Gaming, L.P.
(the "Mississippi Partnership"), a Mississippi limited partnership, as of
December 31, 1997 and June 30, 1997, and the related statements of operations,
partners' capital (deficit) and cash flows for the six months ended December 31,
1997, and for the nine months ended June 30, 1997. These financial statements
are the responsibility of the Mississippi Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Mississippi Partnership as
of December 31, 1997 and June 30, 1997, and the results of its operations and
its cash flows for the six months ended December 31, 1997, and for the nine
months ended June 30, 1997, in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
New Orleans, Louisiana
February 18, 1998
14
<PAGE>
Mississippi - I Gaming, L.P.
Balance Sheets
<TABLE>
<CAPTION>
As of
------------------------------------------------------
December 31, June 30, September 30,
1,997 1,997 1,996
----------- ------------ ------------
(in thousands)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 4,143 $ 3,043 $ 2,907
Other receivables, net 113 61 148
Prepaid expenses and other assets 1,614 2,431 2,947
----------- ----------- -----------
Total current assets 5,870 5,535 6,002
Property, plant and equipment, net 45,576 37,490 35,671
Other assets 2,068 4,319 4,479
----------- ----------- -----------
$53,514 $47,344 $46,152
=========== =========== ===========
- ---------------------------------------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Accounts payable $ 670 $ 732 $ 481
Accrued compensation 923 1,049 765
Accrued liabilities 3,250 3,437 2,918
Accrued interest payable, Boomtown, Inc. 4,989 2,910 2,651
Current portion of notes payable, Boomtown, Inc. 44,454 42,465 41,432
Current portion of notes payable, other 1,292 1,519 1,570
----------- ----------- -----------
Total current liabilities 55,578 52,112 49,817
Notes payable, other 2,504 23 60
Commitments and contingencies
Partners' deficit:
General partner 11 0 0
Limited partners (4,579) (4,791) (3,725)
----------- ----------- -----------
Total partners' deficit (4,568) (4,791) (3,725)
----------- ----------- -----------
$53,514 $47,344 $46,152
=========== =========== ===========
</TABLE>
________________
See accompanying notes to financial statements
15
<PAGE>
Mississippi - I Gaming, L.P.
Statements of Operations
<TABLE>
<CAPTION>
Six months
ended
December 31, Nine months ended June 30, Years ended September 30,
---------------------------- ---------------------------
1997 1997 1996 1996 1995
----------- ----------- ---------- --------- ---------
(unaudited)
(In thousands)
<S> <C> <C> <C> <C> <C>
REVENUES:
Gaming $25,998 $ 37,541 $ 32,959 $ 45,471 $ 41,675
Food and beverage 1,752 2,231 2,092 2,953 2,396
Other 1,531 1,910 1,894 2,796 2,499
-------- ---------- -------- --------- ---------
29,281 41,682 36,945 51,220 46,570
-------- ---------- -------- --------- ---------
EXPENSES:
Gaming 14,010 19,819 18,025 24,712 24,953
Food and beverage 2,303 2,921 2,224 3,032 2,438
Administrative 7,551 12,650 13,615 18,228 17,802
Other 751 1,084 861 1,239 1,046
Depreciation and amortization 1,682 2,390 1,191 1,683 1,338
-------- ---------- -------- --------- ---------
26,297 38,864 35,916 48,894 47,577
-------- ---------- -------- --------- ---------
Operating income (loss) 2,984 2,818 1,029 2,326 (1,007)
Interest expense 2,761 3,940 3,518 4,904 4,365
-------- ---------- -------- --------- ---------
Net income (loss) $ 223 ($1,122) ($2,489) ($2,578) ($5,372)
======== ========== ======== ========= =========
Net income (loss) allocated to partners:
General partner $ 11 ($56) ($49) ($54) ($166)
Limited parnters 212 (1,066) (2,440) (2,524) (5,206)
-------- ---------- -------- --------- ---------
$ 223 ($1,122) ($2,489) ($2,578) ($5,372)
======== ========== ======== ========= =========
</TABLE>
_________
See accompanying notes to financial statements.
16
<PAGE>
Mississippi - I Gaming, L.P.
Statements of Parnters' Capital (Deficit)
Years ended September 30, 1995 and 1996
the nine months ended June 30, 1997
and the six months ended December 31, 1997
<TABLE>
<CAPTION>
Total
Limited Partners Partners'
----------------------------
General Boomtown, Capital
Partner Inc. Other (Deficit)
---------- ----------- ---------- -------------
(in thousands)
<S> <C> <C> <C> <C>
BALANCES AT SEPTEMBER 30, 1994 $ 24 $ 467 $ 38 $ 529
Capital contributions 142 0 2,000 2,142
Net loss (166) (2,741) (2,465) (5,372)
---------- ----------- ---------- -------------
BALANCES AT SEPTEMBER 30, 1995 0 (2,274) (427) (2,701)
Capital contributions 54 0 1,500 1,554
Net loss (54) (863) (1,661) (2,578)
---------- ----------- ---------- -------------
BALANCES AT SEPTEMBER 30, 1996 0 (3,137) (588) (3,725)
Capital contributions 56 0 0 56
Net loss (56) (898) (168) (1,122)
---------- ----------- ---------- -------------
BALANCES AT JUNE 30, 1997 0 (4,035) (756) (4,791)
Net income 11 179 33 223
---------- ----------- ---------- -------------
BALANCES AT DECEMBER 31, 1997 $ 11 ($3,856) ($723) ($4,568)
========== =========== ========== =============
</TABLE>
See accompanying notes to financial statements
17
<PAGE>
Mississippi - I Gaming, L.P.
Statements of Cash Flows
<TABLE>
<CAPTION>
For the six
months ended For the nine months ended For the years ended
December 31, June 30, September 30,
-------------------------- ----------------------
1997 1997 1996 1996 1995
----------- ------------ ------------ ---------- ----------
(unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 223 ($1,122) ($2,489) ($2,578) ($5,372)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Lease expense recorded in exchange for
limited partner interest 0 0 1,500 1,500 2,000
Depreciation and amortization 1,682 2,390 1,191 1,683 1,338
Loss on sale of property and equipment 27 142 0 35 146
(Increase) decrease in other receivables, net (52) 87 0 (93) 212
Decrease (increase) in prepaid expenses and other assets 817 510 (331) (551) 373
Decrease (increase) in other assets 3 143 329 (2,295) (1)
(Decrease) increase in accounts payable (62) 250 18 15 (211)
(Decrease) increase in accrued compensation (126) 284 341 266 214
(Decrease) increase in accrued liabilities (187) 345 283 129 1,599
Increase (decrease) in accrued interest payable, 2,079 259 (665) 252 1,639
Boomtown, Inc.
----------- ------------ ------------ ---------- ----------
Net cash provided by (used in) operating activities 4,404 3,288 177 (1,637) 1,937
----------- ------------ ------------ ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (3,814) (1,813) (2,890) (1,359) (2,049)
Proceeds from sale of property and equipment 17 17 212 0 34
----------- ------------ ------------ ---------- ----------
Net cash used in investing activities (3,797) (1,796) (2,678) (1,359) (2,015)
----------- ------------ ------------ ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable, Boomtown, Inc., net 1,989 1,089 3,365 3,814 1,033
Payment notes payable, other (1,496) (2,445) (2,762) (839) (253)
Proceeds notes payable, other 0 0 1,538 0 857
----------- ------------ ------------ ---------- ----------
Net cash (used for) provided by financing activities 493 (1,356) 2,141 2,975 1,637
----------- ------------ ------------ ---------- ----------
Increase (decrease) in cash and cash equivalents 1,100 136 (360) (21) 1,559
Cash and cash equivalents at the beginning of the period 3,043 2,907 2,928 2,928 1,369
----------- ------------ ------------ ---------- ----------
Cash and cash equivalents at the end of the period $ 4,143 $3,043 $2,568 $2,907 $2,928
=========== ============ ============ ========== ==========
</TABLE>
_____________
See accompanying notes to financial statements.
18
<PAGE>
Mississippi - I Gaming, L.P.
Notes to Financial Statements
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial information included herein has been prepared in conformity with
generally accepted accounting principles. The information provided in this
Annual Report on Form 10-K in the opinion of management reflects all normal and
recurring adjustments that are necessary to present a fair statement of the
financial results.
GENERAL Mississippi - I Gaming, L.P. (the "Mississippi Partnership"), is a
Mississippi limited partnership, which is majority owned and controlled by
Hollywood Park, Inc. ("Hollywood Park"), through its wholly owned subsidiaries,
Boomtown, Inc. ("Boomtown") and Bayview Yacht Club, Inc., which own 80% and 5%,
respectively, of the Mississippi Partnership, with the remaining 15% owned by
Eric Skrmetta ("Skrmetta").
The Mississippi Partnership owns and operates a casino ("Boomtown Biloxi"),
which opened in July 1994. Boomtown Biloxi occupies nineteen acres on Biloxi
Mississippi's historic Back Bay. The Mississippi Gulf Coast is marketed as the
"Playground of the South" and has been a major tourist destination, even prior
to the advent of full casino gaming in 1992. The Mississippi Gulf Coast
comprises a land area of nearly 1,800 square miles, with more than 30 miles of
white sand beaches fronting the Gulf of Mexico. Recent statistics indicated
that on an annual basis approximately 22 million patrons visited the Gulf Coast
casinos, of which 64% were drawn to the Mississippi Gulf Coast from outside the
state. Boomtown Biloxi operates an "old west" themed 33,632 square foot casino,
which sits on a permanently moored 400 x 110 foot barge. Boomtown Biloxi offers
1,038 slot machines and 35 table games. The land-based facility houses all non-
gaming activities, including restaurants, buffets, a family video fun center and
gift shops.
On August 13, 1997, Hollywood Park exercised its option under the Mississippi
Partnership Agreement to exchange Skrmetta's interest in the Mississippi
Partnership, at Skrmetta's option for either cash and/or shares of Hollywood
Park common stock with an aggregate value equal to the value of Skrmetta's 15%
interest in the Mississippi Partnership, with such value determined by a formula
set forth in the relevant Mississippi Partnership Agreement. Hollywood Park
supplied Skrmetta with its calculation of the value of his 15% Mississippi
Partnership interest, and Skrmetta did not agree with the valuation. Hollywood
Park has initiated arbitration proceedings to settle the valuation issue.
Historically, the Mississippi Partnership reported financial results with a year
end of September 30. Subsequent to Hollywood Park's June 30, 1997 acquisition of
Boomtown (the "Merger"), the Mississippi Partnership will be reporting results
on a calendar year end of December 31.
ESTIMATES Financial statements prepared according to generally accepted
accounting principles require the use of management estimates, including
estimates used to evaluate the recoverability of real estate and leasehold
interests held for investment. These estimates are subject to a variety of
risks and uncertainties that could cause actual results to differ materially
from those anticipated by management.
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is being
depreciated using the straight line method over estimated useful lives, ranging
from three to thirty-five years. Effective July 1, 1997, the Mississippi
Partnership revised the estimated useful lives of building improvements from
thirty-five years to twenty years. For the six months ended December 31, 1997,
the effect of this change caused a decrease in net income of approximately
$60,000.
CASH FLOWS Cash and cash equivalents consisted of cash in the bank,
certificates of deposit and short term investments with original maturities of
90 days or less.
19
<PAGE>
INCOME TAXES The Mississippi Partnership is not subject to state or federal
income taxes. The Mississippi Partnership's income or loss is allocated to the
partners and included in their respective income tax returns.
GAMING REVENUES AND PROMOTIONAL ALLOWANCES In accordance with industry
practices, the Mississippi Partnership recognized gaming revenues, as the net
win from gaming activities, which is the difference between gaming wins and
losses. Revenues in the accompanying statements of operations exclude the
retail value of food, beverage and other promotional allowances which are
provided to patrons without charge. The estimated cost of providing such
promotional allowances which are reported as gaming expenses, for the six months
ended December 31, 1997, the nine months ended June 30, 1997 and 1996, and the
years ended September 30, 1996, and 1995, were $2,067,000, $2,905,000,
$2,824,000, $3,832,000 and $3,116,000, respectively.
RECLASSIFICATIONS Certain reclassifications have been made to prior periods to
be consistent with the 1997 financial statement presentation.
NOTE 2 -- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest during the six months ended December 31, 1997, the nine
months ended June 30, 1997 and 1996, and the years ended September 30, 1996 and
1995 was $173,000, $248,000, $44,000, $116,000 and $85,000, respectively.
NOTE 3 -- CURRENT PREPAID EXPENSES AND OTHER ASSETS AND LONG TERM OTHER ASSETS
Current prepaid expenses and other assets as of December 31, 1997, June 30, 1997
and September 30, 1996, consisted of the following:
<TABLE>
<CAPTION>
December 31, June 30, September 30,
1997 1997 1996
---------------------- ---------------------- ----------------------
(in thousands)
<S> <C> <C> <C>
Prepaid insurance $ 405 $ 194 $ 789
Land lease, related party 0 500 500
Tidelands lease 213 425 394
Other prepaid leases 184 286 339
Inventories 382 358 363
Prepaid taxes and licenses 150 258 184
Other current assets 280 410 378
---------------------- ---------------------- ----------------------
$1,614 $2,431 $2,947
====================== ====================== ======================
</TABLE>
Long term other assets as of December 31, 1997, June 30, 1997 and September 30,
1996, consisted of the following:
<TABLE>
<CAPTION>
December 31, June 30, September 30,
1997 1997 1996
---------------------- ---------------------- ----------------------
(in thousands)
<S> <C> <C> <C>
Prepayment of property lease $ 0 $2,113 $2,188
Land lease, related party 2,000 2,000 2,000
Other assets 68 206 291
---------------------- ---------------------- ----------------------
$2,068 $4,319 $4,479
====================== ====================== ======================
</TABLE>
20
<PAGE>
NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment held as of December 31, 1997, June 30, 1997, and
September 30, 1996 consisted of the following:
<TABLE>
<CAPTION>
December 31, June 30, September 30,
1997 1997 1996
---------------------- ---------------------- ----------------------
(in thousands)
<S> <C> <C> <C>
Land and land improvements $ 1,236 $ 226 $ 226
Buildings and building improvements 41,313 33,436 32,864
Equipment 9,998 8,994 5,671
Construction in progress 46 267 16
---------------------- ---------------------- ----------------------
52,593 42,923 38,777
Less accumulated depreciation 7,017 5,433 3,106
---------------------- ---------------------- ----------------------
$45,576 $37,490 $35,671
====================== ====================== ======================
</TABLE>
NOTE 5 -- SECURED AND UNSECURED NOTES PAYABLE
Notes payable as of December 31, 1997, June 30, 1997, and September 30, 1996,
consisted of the following:
<TABLE>
<CAPTION>
December 31, June 30, September 30,
1997 1997 1996
---------------------- ---------------------- ----------------------
(in thousands)
<S> <C> <C> <C>
Secured notes payable $3,750 $ 83 $ 320
Capital lease obligations 46 1,459 1,310
---------------------- ---------------------- ----------------------
3,796 1,542 1,630
Less current maturities 1,292 1,519 1,570
---------------------- ---------------------- ----------------------
$2,504 $ 23 $ 60
====================== ====================== ======================
</TABLE>
As of December 31, 1997, June 30, 1997, and September 30, 1996, the Mississippi
Partnership also had an outstanding note payable to Boomtown in the amounts of
$44,454,000, $42,465,000 and $41,432,000, respectively. These amounts primarily
related to funds invested by Boomtown for the initial construction of the
property, and the net of subsequent cash transfers to Boomtown from the
Mississippi Partnership, and from Boomtown to the Mississippi Partnership.
Interest on the notes payable to Boomtown was fixed at 11.5%.
On August 4, 1997, Hollywood Park executed an agreement pursuant to which a
Hollywood Park entity purchased the barge that the Boomtown Biloxi casino sits
upon and the building shell for $5,250,000, payable by a down payment of
approximately $1,500,000, with the balance of $3,750,000 to be paid in three
equal annual installments of $1,250,000. Interest is payable quarterly and is
set at the prime interest rate as of the first day each year.
NOTE 6 -- COMMITMENTS AND CONTINGENCIES
DEBT GUARANTEES On August 6, 1997, Hollywood Park and Hollywood Park Operating
Company (a wholly owned subsidiary of Hollywood Park), as co-obligors, issued
$125,000,000 of Series A 9.5% Senior Subordinated Notes due 2007 (the "Notes").
The Notes are fully and unconditionally, jointly and severally, guaranteed on a
senior subordinated basis by all of Hollywood Park's material subsidiaries,
including Mississippi - I Gaming, L.P. This Annual Report is being filed
pursuant to the Indenture governing the Notes as a guarantor which is not wholly
owned by the issuers of the Notes.
Boomtown repurchased and retired an aggregate of approximately $102,700,000 in
principal amount of Boomtown's First Mortgage Notes. The remaining balance of
$1,253,000 is fully and unconditionally guaranteed by Mississippi - I Gaming,
L.P.
21
<PAGE>
LEASES WITH RELATED PARTIES The Mississippi Partnership leases land from
Skrmetta for use by Boomtown Biloxi. The lease term is 99 years and is
cancelable upon one year's notice. The lease called for an initial deposit by
the Mississippi Partnership of $2,000,000 and for annual base lease rent
payments of $2,000,000 and percentage rent equal to 5.0% of adjusted gaming win
(as defined in the lease) over $25,000,000. Skrmetta agreed to provide the
land, free of annual base rent, for two years in exchange for a 15% interest in
the Mississippi Partnership. During the six months ended December 31, 1997, the
nine months ended June 30, 1997 and 1996, and the years ended September 30, 1996
and 1995, the Mississippi Partnership paid lease rent to Skrmetta of $1,505,000,
$2,198,000, $1,997,000, $2,934,000 and $2,711,000, respectively.
BARGE LEASE On August 4, 1997, Hollywood Park executed an agreement to purchase
the barge that Boomtown Biloxi sits upon and the associated building shell for
$5,250,000. The Mississippi Partnership had been leasing these assets. The
Mississippi Partnership made a down payment of $1,500,000 upon signing the
agreement, with the balance payable in three equal annual installments of
$1,250,000 with interest set at the prime rate as of the first day of each
quarter.
TIDELANDS LEASE The Mississippi Partnership leases 5.1 acres of submerged
tidelands at the Boomtown Biloxi site from the State of Mississippi. The lease
has a ten year term, (entered into in 1994) with a five year option to renew.
Lease rent for each of the first three years of the lease was $525,000, and will
be $425,000 for the next two years. Rent for the balance of the lease term will
be determined in accordance with Mississippi law, based on an appraisal the
State of Mississippi will obtain.
The aggregate future minimum annual lease commitments as of December 31, 1997,
under operating leases having non-cancelable terms in excess of one year are as
follows:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
1998 $1,214
1999 666
2000 378
2001 340
2002 342
Thereafter 529
</TABLE>
OTHER The Mississippi Gaming Commission requires, as a condition of licensing
or license renewal, gaming companies to make a one time capital investment in
facilities for general public use, such as restaurants and other non-gaming
facilities, equal to 25% of the initial casino construction and gaming equipment
costs. On October 26, 1997, the Mississippi Partnership received verbal
notification that its current land-based facility satisfies the Mississippi
Commission's requirement. However, the Mississippi Partnership's gaming license
must be renewed in June 1998, and it is possible that the Mississippi Gaming
Commission could require further development at Boomtown Biloxi in connection
with the renewal.
NOTE 7 -- ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED
ASSETS TO BE DISPOSED OF
Whenever there are recognized events or changes in circumstances that indicate
the carrying amount of an asset may not be recoverable, management reviews the
asset for possible impairment. In accordance with current accounting standards,
management uses estimated expected future cash flows (undiscounted and excluding
interest costs, and grouped at the lowest level for which there are identifiable
cash flows that are as dependent as possible of other asset groups) to measure
the recoverability of the asset. If the expected future net cash flows are less
than the carrying amount of the asset, an impairment loss would be recognized.
An impairment loss would be measured as the amount by which the carrying amount
of the asset exceeded the fair value of the asset, with the fair value measured
as the amount at which the asset could be bought or sold in a current
transaction between willing parties, other than in a forced liquidation sale.
The estimation of expected future cash flows is inherently uncertain and relies
to a considerable extent on assumptions regarding current and future net cash
flows, market conditions, and the availability of capital. If, in future
periods, there are changes in the estimates or assumptions used in the
impairment
22
<PAGE>
review analysis the changes could result in an adjustment to the carrying amount
of the assets, but at no time would previously recognized impairment losses be
restored.
23
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Executive Committee
Mississippi - I Gaming, L.P.
a Mississippi Limited Partnership
We have audited the financial statements of Mississippi - I Gaming, L.P. (the
"Mississippi Partnership"), a Mississippi limited partnership, as of September
30, 1996, and for the years ended September 30, 1996 and 1995, and have issued
our report thereon dated October 31, 1996 (included elsewhere in this Annual
Report on Form 10-K). Our audits also included the information included in
Schedule II - Valuation and Qualifying Accounts for the year ended September 30,
1996 included in this Annual Report on Form 10-K. This schedule is the
responsibility of the Mississippi Partnership's management. Our responsibility
is to express an opinion based on our audits.
In our opinion, the information for the year ended September 30, 1996 included
in the financial statement schedule referred to above, when considered in
relation to the basic financial statements, referred to above, taken as a
whole, presents fairly in all material respects the information set forth
therein.
Ernst & Young LLP
New Orleans, Louisiana
October 31, 1996
24
<PAGE>
Report of Independent Public Accountants
on Financial Statement Schedule
To: Mississippi - I Gaming, L.P.
We have audited, in accordance with generally accepted auditing standards, the
financial statements of Mississippi - I Gaming, L.P. and have issued our report
thereon dated February 18, 1998. Our audit was made for the purpose of forming
an opinion on the basic financial statements taken as a whole. Schedule II is
the responsibility of the Mississippi - I Gaming, L.P.'s management and is
presented for the purpose of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. With
respect to the periods ended June 30, and December 31, 1997 this schedule had
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana
February 18, 1998
25
<PAGE>
Mississippi - I Gaming, L.P.
Schedule II - Valuation and Qualifying Accounts
(in thousands)
<TABLE>
<S> <C>
ALLOWANCE FOR BAD DEBTS:
Balance as of September 30, 1995 ($16)
Charges to expense (92)
Write offs 74
--------
Balance as of September 30, 1996 (34)
Charges to expense (82)
Write offs (83)
--------
Balance as of June 30, 1997 (33)
Charges to expense (58)
Write offs 67
--------
Balance as of December 31, 1997 ($24)
========
</TABLE>
26
<PAGE>
MISSISSIPPI - I GAMING, L.P.
Exhibit
Number Exhibit Index Page
- ------ ------------- ----
27.1 Financial Data Schedule 1
26
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,143,000
<SECURITIES> 0
<RECEIVABLES> 113,000
<ALLOWANCES> 24,000
<INVENTORY> 0
<CURRENT-ASSETS> 5,870,000
<PP&E> 52,593,000
<DEPRECIATION> 7,017,000
<TOTAL-ASSETS> 53,514,000
<CURRENT-LIABILITIES> 55,578,000
<BONDS> 48,250,000
0
0
<COMMON> 0
<OTHER-SE> (4,568,000)
<TOTAL-LIABILITY-AND-EQUITY> 53,514,000
<SALES> 1,752,000
<TOTAL-REVENUES> 29,281,000
<CGS> 2,303,000
<TOTAL-COSTS> 24,615,000
<OTHER-EXPENSES> 1,682,000
<LOSS-PROVISION> 58,000
<INTEREST-EXPENSE> 2,761,000
<INCOME-PRETAX> 223,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 223,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 223,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
