<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1998
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)
The Registrant believes that it meets the conditions set forth in General
Instruction H(1)(A) and (B) of Form 10-Q, and therefore is filing this form with
the reduced disclosure format based on previous no-action positions taken by the
Securities and Exchange Commission.
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 ]
<PAGE>
Mississippi - I Gaming, L.P.
Table of Contents
Part I
<TABLE>
<S> <C>
Item 1. Financial Information
Balance Sheets as of September 30, 1998, and
December 31, 1997................................................. 1
Statements of Operations for the three and nine
months ended
September 30, 1998 and 1997...................................... 2
Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997...................................... 3
Notes to Financial Statements...................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 8
Liquidity and Capital Resources.................................... 9
Part II
Item 6.a Exhibits............................................................. 9
Signatures........................................................... 10
</TABLE>
<PAGE>
ITEM 1. FINANCIAL INFORMATION
- -----------------------------
Mississippi - I Gaming, L.P.
Balance Sheets
<TABLE>
<CAPTION>
As of
------------------------------
September 30, December 31,
1998 1997
------------ ------------
(unaudited)
(in thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $3,793 $4,143
Other receivables, net 155 113
Prepaid expenses and other assets 2,337 1,614
------- -------
Total current assets 6,285 5,870
Property, plant and equipment, net 44,542 45,576
Other assets 2,061 2,068
------- -------
$52,888 $53,514
======= =======
- ----------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Accounts payable $1,013 $670
Accrued compensation 1,163 923
Accrued liabilities 3,309 3,250
Accrued interest payable, Boomtown, Inc. 3,692 4,989
Current portion of notes payable, Boomtown, Inc. 44,989 44,454
Current portion of notes payable, other 1,266 1,292
------- -------
Total current liabilities 55,432 55,578
Notes payable, other 1,250 2,504
Commitments and contingencies 0 0
Partners' deficit:
General partner 10 11
Limited partners (3,804) (4,579)
------- -------
Total partners' deficit (3,794) (4,568)
------- -------
$52,888 $53,514
======= =======
</TABLE>
- ----------
See accompanying notes to financial statements.
1
<PAGE>
Mississippi - I Gaming, L.P.
Statements of Operations
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
-------------------------- -------------------------
1998 1997 1998 1997
--------- --------- ----------- ----------
(in thousands, unaudited)
<S> <C> <C> <C> <C>
REVENUES:
Gaming $13,327 $13,305 $41,597 $39,328
Food and beverage 1,338 915 3,824 2,481
Other 814 809 2,285 2,154
------- ------- ------- -------
15,479 15,029 47,706 43,963
------- ------- ------- -------
EXPENSES:
Gaming 7,053 7,223 21,936 21,554
Food and beverage 1,720 1,194 4,792 3,169
Administrative 4,148 3,825 11,972 11,335
Other 412 398 1,187 1,139
Depreciation and amortization 945 820 2,727 2,629
------- ------- ------- -------
14,278 13,460 42,614 39,826
------- ------- ------- -------
Operating income 1,201 1,569 5,092 4,137
Interest expense 1,431 1,367 4,318 3,989
------- ------- ------- -------
Net income (loss) ($230) $202 $774 $148
======= ======= ======= =======
Net income (loss) allocated to partners:
General partner ($2) $12 ($1) $10
Limited partners (228) 190 775 138
------- ------- ------- -------
($230) $202 $774 $148
======= ======= ======= =======
</TABLE>
2
<PAGE>
Mississippi - I Gaming, L.P.
Statements of Cash Flows
<TABLE>
<CAPTION>
For the nine months ended
September 30,
-------------------------
1998 1997
---------- ---------
(in thousands, unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $774 $148
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,727 2,692
Gain on sale of property and equipment 22 0
(Increase) decrease in other receivables, net (42) 3
Increase in prepaid expenses and other assets (723) (579)
Decrease in other assets 7 2,324
Increase (decrease) in accounts payable 343 (9)
Increase (decrease) in accrued compensation 240 (64)
Increase in accrued liabilities 59 453
(Decrease) increase in accrued interest payable, Boomtown, Inc. (1,297) 1,214
------ ------
Net cash provided by operating activities 2,110 6,182
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (1,890) (5,634)
Proceeds from sale of property and equipment 175 0
------ ------
Net cash used in investing activities (1,715) (5,634)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable, Boomtown, Inc., net 535 2,389
Payment notes payable, other (1,280) (2,993)
------ ------
Net cash used for financing activities (745) (604)
------ ------
Decrease in cash and cash equivalents (350) (56)
Cash and cash equivalents at the beginning of the period 4,143 3,337
------ ------
Cash and cash equivalents at the end of the period $3,793 $3,281
====== ======
</TABLE>
- ----------
See accompanying notes to financial statements.
3
<PAGE>
Mississippi - I Gaming, L.P.
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL Mississippi - I Gaming, L.P. (the "Mississippi Partnership"), is a
Mississippi limited partnership, which as of September 11, 1998, is owned and
controlled by Hollywood Park, Inc. ("Hollywood Park"), through its wholly owned
subsidiaries, Boomtown, Inc. ("Boomtown") and Bayview Yacht Club, Inc., which
own 95% and 5%, respectively, of the Mississippi Partnership. On September 11,
1998, Hollywood Park, through its Boomtown subsidiary, purchased for $400,000
the 15% of the Mississippi Partnership 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.
The financial information included in this Quarterly Report on Form 10-Q has
been prepared in conformity with generally accepted accounting principles. The
information furnished herein is unaudited; however, in the opinion of
management, it reflects all normal and recurring adjustments that are necessary
to present a fair presentation of the financial results for this interim period.
It should be understood that accounting measurements at interim dates inherently
involve greater reliance on estimates than at year end. This Quarterly Report
on Form 10-Q does not include certain footnotes and financial presentations
normally presented annually and should be read in conjunction with the
Mississippi Partnership's 1997 Annual Report on Form 10-K.
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 Mississippi Partnership reports 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.
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 excluded the retail value
of food, beverage and other promotional allowances which were provided to
patrons without charge. The estimated cost of providing such promotional
allowances which were reported as gaming expenses, for the three and nine months
ended September 30, 1998, was $964,000 and $3,392,000, respectively, and for the
three and nine months ended September 30, 1997, was $988,000 and $3,015,000,
respectively.
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
4
<PAGE>
recoverable, management reviews the asset for possible impairment. In accordance
with current accounting standards, management uses estimated expected future net
cash flows (undiscounted and excluding interest costs, and grouped at the lowest
level for which there are identifiable cash flows that are as independent 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 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 net
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 incorporated into the impairment review analysis the
changes could result in an adjustment to the carrying amount of the asset, but
at no time would previously recognized impairment losses be restored.
RECLASSIFICATIONS Certain reclassifications have been made to the 1997 balances
to be consistent with the 1998 financial statement presentation.
NOTE 2 - CURRENT PREPAID EXPENSES AND OTHER ASSETS AND LONG TERM OTHER ASSETS
Current prepaid expenses and other assets as of September 30, 1998 and December
31, 1997 consisted of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
--------------------- --------------------
(in thousands)
<S> <C> <C>
Prepaid insurance $ 334 $ 405
Land lease, related party 500 0
Tidelands lease 319 213
Other prepaid leases 215 184
Inventories 524 382
Prepaid taxes and licenses 200 150
Other current assets 245 280
--------------------- --------------------
$2,337 $1,614
===================== ====================
</TABLE>
Long term other assets as of September 30, 1998 and December 31, 1997 consisted
of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------------------- --------------------
(in thousands)
<S> <C> <C>
Land lease, related party $2,000 $2,000
Other assets 61 68
----------------------- --------------------
$2,061 $2,068
======================= ====================
</TABLE>
5
<PAGE>
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment held as of September 30, 1998 and December 31,
1997 consisted of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------------------- --------------------
(in thousands)
<S> <C> <C>
Land and land improvements $ 1,236 $ 1,236
Buildings and building improvements 41,430 41,313
Equipment 11,340 9,998
Construction in progress 41 46
----------------------- --------------------
54,047 52,593
Less accumulated depreciation 9,505 7,017
----------------------- --------------------
$44,542 $45,576
======================= ====================
</TABLE>
NOTE 4 - SECURED AND UNSECURED NOTES PAYABLE
Notes payable as of September 30, 1998 and December 31, 1997 consisted of the
following:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------------------- --------------------
(in thousands)
<S> <C> <C>
Secured notes payable $2,500 $3,750
Capital lease obligations 16 46
----------------------- --------------------
2,516 3,796
Less current maturities 1,266 1,292
----------------------- --------------------
$1,250 $2,504
======================= ====================
</TABLE>
As of September 30, 1998 and December 31, 1997, the Mississippi Partnership also
had an outstanding note payable to Boomtown in the amounts of $44,989,000 and
$44,454,000, 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 note payable to Boomtown was
11.0% and 11.5%, as of September 30, 1998 and December 31, 1997, respectively.
NOTE 5 - 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, which on March
20, 1998, were exchanged for a like principal amount of 9.5% Series B Senior
Subordinated Notes (collectively 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. The Registrant is filing this Quarterly Report pursuant to the
rules of the Security and Exchange Commission and the indenture governing the
Notes, as a guarantor which is not wholly owned by the issuers of the Notes.
In June 1997, Boomtown repurchased and retired an aggregate of approximately
$102,700,000 in principal amount of Boomtown's 11.5% First Mortgage Notes (the
"Boomtown Notes"). The remaining balance of $1,253,000 was fully and
unconditionally guaranteed by Mississippi - I Gaming, L.P. As permitted in the
Indenture (the "Boomtown Indenture") governing the Boomtown Notes, in June 1998,
Boomtown elected to satisfy and discharge its obligation regarding the Boomtown
Notes. As of June 9, 1998, Boomtown had satisfied all conditions required to
discharge its obligations under the Boomtown Indenture.
6
<PAGE>
On October 14, 1998, Hollywood Park (the parent of the Mississippi Partnership)
executed an Amended and Restated Reducing Loan Agreement (the "Amended Bank
Credit Facility") with the banks named therein, Societe Generale and Bank of
Scotland (as Managing Agents), First National Bank of Commerce (as Co-Agent),
and Bank of America National Trust and Savings Association (as Administrative
Agent). A copy of the Amended Bank Credit Facility was included as Exhibit 10.1
to the Current Report on Form 8-K Filed by Hollywood Park on October 30, 1998.
The Amended Bank Credit Facility provides Hollywood Park with a credit facility
of up to $375,000,000, all of which has been unconditionally guaranteed by the
Mississippi Partnership.
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, 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, which Boomtown purchased from Skrmetta, for $400,000 on
September 11, 1998. For the three and nine months ended September 30, 1998, the
Mississippi Partnership paid Skrmetta $766,000 and $2,375,000 of rent,
respectively, and for the three and nine months ended September 30, 1997, paid
$764,000 and $2,272,000 of rent, 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 year.
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.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------
FORWARD LOOKING STATEMENTS Except for the historical information contained
herein, the matters addressed in this Quarterly Report on Form 10-Q 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 and without limitation to business interruptions due to
loss of service of the gaming barge from casualty, mechanical failure, extended
or extraordinary maintenance, or severe weather, potential saturation of the
Biloxi gaming market, and the passage of adverse gaming-related legislation in
Mississippi. 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 Quarterly Report on Form 10-Q 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.
7
<PAGE>
GENERAL On June 18, 1998, the Mississippi Gaming Commission renewed the
Mississippi Partnership's gaming operator's license for another two years.
MISSISSIPPI ANTI-GAMING INITIATIVE In Mississippi (where as of the October 15,
1998, Casino Magic acquisition, the Company has three casinos: Boomtown Biloxi,
Casino Magic Biloxi, and Casino Magic Bay St. Louis), two referenda have been
proposed which, if approved, would amend the Mississippi Constitution to ban
gaming in Mississippi and require all currently legal gaming entities to cease
operations within two years of the ban. A Mississippi state Circuit Court judge
ruled that the first of the proposed referenda was invalid because, among other
reasons, it failed to include required information regarding its anticipated
effect on government revenues. Proponents of the referenda have filed an appeal
with the Mississippi Supreme Court to review the Circuit Court ruling. The
second referendum proposal included the same language on government revenues as
the first referendum and was struck down by another Mississippi State Circuit
Court judge on the same grounds as the first. Any such referendum must be
approved by the Mississippi Secretary of State and signatures of approximately
98,000 registered voters must be gathered and certified in order for the
proposal to be included on a statewide ballot for consideration by the voters.
The next election, for which the proponents could attempt successfully to place
such a proposal on the ballot, would be in November 2000. It is likely at some
point that a revised initiative will be filed which will adequately address the
issues regarding the effect on government revenues of a prohibition of gaming in
Mississippi. However, it is too early in the process for the Company to make
any predictions with respect to whether such a referendum will appear on a
ballot or the likelihood of such a referendum being approved by the voters.
YEAR 2000 The Mississippi Partnership is actively evaluating and resolving any
potential impact of the Year 2000 problem on processing date-sensitive
information by its information systems, and the information systems of vendors
upon whom the Mississippi Partnership is dependent. The Year 2000 problem
exists because computer systems and applications were historically designed to
use two digit fields (rather than four) to designate a year, and date sensitive
systems may not properly recognize 2000, which could result in miscalculations
or system failures.
Hollywood Park has established a Year 2000 project team to evaluate the
situation on the Mississippi Partnership's computer systems and on enterprises
that have significant business relationships with the Mississippi Partnership.
Internal Computer Systems The Mississippi Partnership's various financial
reporting software and associated hardware are Year 2000 compatible. The
Mississippi Partnership has identified the following software and hardware
applications that will need to be upgraded or replaced at an estimated cost of
$370,000: (a) point of sale cash register systems; (b) personal computer
networks; and (c) gaming patron player tracking systems.
External Computer Systems The Mississippi Partnership has sent Year 2000
compliance questionnaires to all significant external goods and service
providers, and to date responses have not indicated any potential Year 2000
problems that would have a material effect on the Mississippi Partnership.
RESULTS OF OPERATIONS
Three months ended September 30, 1998 compared to the three months ended
------------------------------------------------------------------------
September 30, 1997
------------------
Due to a hurricane, Boomtown Biloxi was closed for approximately six days in
September 1998. Total revenues for the three months ended September 30, 1998,
increased by $450,000, or 3.0%, as compared to the three months ended September
30, 1997. Food and beverage revenues increased by $423,000, or 46.2%, primarily
a result of aggressive marketing programs and expanded and improved buffet
services.
Total operating expenses increased by $816,000, or 6.1%, during the three months
ended September 30, 1998, as compared to the three months ended September 30,
1997. Gaming expenses decreased by $170,000, or 2.4%, primarily due to the
property being closed for approximately six days in September 1998.
8
<PAGE>
Food and beverage expenses increased by $526,000, or 44.1%, as result of the
increased sales. Depreciation and amortization expense increased by $125,000, or
15.2%, primarily due to the restructuring of various equipment operating leases
to capital leases during 1997. Interest expense increased by $64,000, or 4.7%,
primarily due to interest on amounts due to Boomtown.
Nine months ended September 30, 1998, compared to the nine months ended
-----------------------------------------------------------------------
September 30, 1997
------------------
Total revenues increased by $3,743,000, or 8.5%, during the nine months ended
September 30, 1998, as compared to the nine months ended September 30, 1997.
Gaming revenues increased by $2,269,000, or 5.8%, primarily a result of
marketing efforts to attract new patrons to the property. Food and beverage
revenues increased by $1,343,000, or 54.1%, primarily a result of aggressive
marketing and an expanded and improved buffet. Other revenues, which primarily
related to the gift shop and the family fun center arcade, increased by
$131,000, or 6.1%, due to the increased patron flow to the property.
Total operating expenses increased by $2,786,000, or 7.0%, for the nine months
ended September 30, 1998, as compared to the nine months ended September 30,
1997. Food and beverage expenses increased by $1,623,000, or 51.2%, primarily a
result of the increase in food and beverage sales. Administrative expenses
increased by $635,000, or 5.6%, primarily due to increased security staffing,
and costs associated with the employee bonus program. Interest expense
increased by $329,000, or 8.2%, primarily due to interest on amounts due to
Boomtown.
Liquidity and Capital Resources
On August 4, 1997, the Mississippi Partnership executed a promissory note
payable to National Gaming in the amount of $3,750,000, at an interest rate
equal to the prime interest rate in effect on the first day of each year.
Interest is due and payable on a quarterly basis on the last day of March, June,
September and December of each year. Principal payments are due and payable in
three equal installments of $1,250,000, with the first payment due and paid on
August 4, 1998. The principal amount of this promissory note, together with
accrued interest, may be prepaid, without penalty, in whole or in part, at any
time.
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 liquidity
requirements for the foreseeable future, and in any event for at least the next
twelve months.
PART II
OTHER INFORMATION
ITEM 6.A EXHIBITS
- -----------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
10.9 Amended and Restated Reducing Revolving Loan Agreement, dated as of October 14, 1998, among
Hollywood Park, Inc., the banks named therein, Societe Generale and Bank of Scotland (as
Managing Agents), First National Bank of Commerce (as Co-Agent), and Bank of America
National Trust and Savings Association (as Administrative Agent), is hereby incorporated by
reference to Exhibit 10.53 to Hollywood Park, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
27.1 Financial Data Schedule
</TABLE>
9
<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 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 Dated : November 12, 1998
--------------------------------------
G. Michael Finnigan
Vice President and
Chief Financial Officer
10
<PAGE>
MISSISSIPPI I GAMING, L.P.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 3,793,000
<SECURITIES> 0
<RECEIVABLES> 155,000
<ALLOWANCES> 67,000
<INVENTORY> 0
<CURRENT-ASSETS> 6,285,000
<PP&E> 54,047,000
<DEPRECIATION> 9,505,000
<TOTAL-ASSETS> 52,888,000
<CURRENT-LIABILITIES> 55,432,000
<BONDS> 2,516,000
0
0
<COMMON> 0
<OTHER-SE> (3,794,000)
<TOTAL-LIABILITY-AND-EQUITY> 52,888,000
<SALES> 3,824,000
<TOTAL-REVENUES> 47,706,000
<CGS> 4,792,000
<TOTAL-COSTS> 39,887,000
<OTHER-EXPENSES> 2,727,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,318,000
<INCOME-PRETAX> 774,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 774,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
