-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OF5W65EeB7yj0enzRh0CARPtOEDTvsgSQZAiJhEkJoBF9KIYIMPCWuPEaCzc465k Pjs6x1giJCqnRJNGgFQu2Q== 0000089966-96-000025.txt : 19961213 0000089966-96-000025.hdr.sgml : 19961213 ACCESSION NUMBER: 0000089966-96-000025 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBOAT INC CENTRAL INDEX KEY: 0000089966 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880090766 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07123 FILM NUMBER: 96679614 BUSINESS ADDRESS: STREET 1: 2800 FREMONT ST CITY: LAS VEGAS STATE: NV ZIP: 89104 BUSINESS PHONE: 7023859123 FORMER COMPANY: FORMER CONFORMED NAME: NEW HOTEL SHOWBOAT INC DATE OF NAME CHANGE: 19690122 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) (Mark One) XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ---EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 --------------------------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ---EXCHANGE ACT OF 1934 to For the transition period from ------------ ----------------- Commission file number 1-7123 ------------------------------------------- SHOWBOAT, INC. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 88-0090766 ------------------------------ --------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2800 FREMONT STREET, LAS VEGAS NEVADA 89104-4035 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 385-9123 ----------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution under a plan confirmed by a court. Yes --- NO --- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date. Common Stock - $1 Par Value, and Preferred Stock Purchase Rights 16,183,950 shares outstanding -------------------------------- ---------------------------------- SHOWBOAT, INC. AND SUBSIDIARIES INDEX PART I FINANCIAL INFORMATION Page No. Item 1. Financial Statements Condensed Consolidated Balance Sheets- June 30, 1996 and December 31, 1995 1-2 Condensed Consolidated Statements of Income- For the three months ended June 30, 1996 and 1995 3-4 Condensed Consolidated Statements of Income- For the six months ended June 30, 1996 and 1995 5-6 Condensed Consolidated Statements of Cash Flows - For the six months ended June 30, 1996 and 1995 7 Notes to the Condensed Consolidated Financial Statements 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-23 PART II OTHER INFORMATION ITEMS 1 - 6 24-28 SIGNATURES 29 EXHIBIT INDEX 30 Item 1.Financial Statements SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1996 AND DECEMBER 31, 1995 June 30, December 31, Assets 1996 1995 --------- _______________________ (unaudited) (In thousands) Current assets: Cash and cash equivalents $72,967 $106,927 Receivables, net 8,631 8,448 Income tax receivable 6,418 2,076 Inventories 2,863 2,808 Prepaid expenses 6,532 4,728 Current deferred income taxes 7,524 9,744 ----------- ----------- Total current assets 104,935 134,731 ----------- ----------- Property and equipment 584,772 541,786 Less accumulated depreciation and amortization (197,951) (186,872) ------------------------ 386,821 354,914 ------------------------ Other assets: Restricted cash and investments 141,796 - Investments in unconsolidated affiliates 128,665 120,090 Deposits and other assets 29,906 28,911 Debt issuance costs, net of accumulated amortization of $2,401,000 and $1,860,000 at June 30, 1996 and December 31, 1995, respectively 10,208 10,749 ------------------------ 310,575 159,750 ------------------------ $802,331 $649,395 ======================== See accompanying notes to condensed consolidated financial statements. 1 (continued) SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1996 AND DECEMBER 31, 1995 (continued) LIABILITIES AND SHAREHOLDERS' EQUITY June 30, December 31, ------------------------------------ 1996 1995 _____________________ (unaudited) Current liabilities: (In thousands) Current maturities of long-term debt $24 $22 Accounts payable $12,686 15,143 Dividends payable 404 392 Accrued liabilities 40,739 37,524 ------------------------ Total current liabilities 53,853 53,081 ------------------------ Long-term debt, excluding current maturities 532,545 392,369 ------------------------ Other liabilities 6,260 5,662 ------------------------ Deferred income taxes 22,191 22,319 ------------------------ Minority Interest 1,265 2,023 ------------------------ Shareholders' equity: Preferred stock, $1 par value; 1,000,000 shares authorized; none issued Common stock, $1 par value; 50,000,000 shares authorized; issued 16,182,099 shares at June 30, 1996 and 15,794,578 at December 31, 1995 16,182 15,795 Additional paid-in capital 87,781 80,078 Retained earnings 79,969 80,434 ------------------------ 183,932 176,307 Cumulative foreign currency translation adjustment 4,355 285 Cost of common stock in treasury, -0- shares at June 30, 1996 and 74,333 shares at December 31, 1995 - (587) Unearned compensation for restricted stock (2,070) (2,064) ------------------------ Total shareholders' equity 186,217 173,941 ------------------------ Total liabilities & shareholders' equity $802,331 $649,395 ======================== See accompanying notes to condensed consolidated financial statements. 2 SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands except per share data) 1996 1995 ------------------------ Revenues: Casino $95,858 $99,250 Food and beverage 14,119 14,062 Rooms 6,632 6,506 Sports and special events 855 890 Other 1,898 1,330 ------------------------ 119,362 122,038 Less complimentaries 10,137 10,174 ------------------------ Net revenues 109,225 111,864 ------------------------ Operating costs and expenses: Casino 47,876 46,370 Food and beverage 8,181 8,284 Rooms 1,870 2,093 Sports and special events 630 675 General and administrative 29,407 29,234 Selling, advertising and promotion 2,871 2,827 Depreciation and amortization 8,308 8,107 ------------------------ 99,143 97,590 ------------------------ Income from operations 10,082 14,274 ------------------------ 3 (continued) SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands execpt per share data) (continued) 1996 1995 ------------------------ Income from operations $10,082 $14,274 ------------------------ Other (income) expense: Interest income (3,016) (1,691) Interest expense 15,601 10,620 Interest capitalized (3,863) (3,321) Foreign currency transaction gain (18) - ------------------------ 8,704 5,608 ------------------------ Income before income taxes and minority interest 1,378 8,666 Minority interest (income) (828) - ------------------------ Income before income tax expense 2,206 8,666 ------------------------ Income tax expense 1,070 3,707 ------------------------ Net income $1,136 $4,959 ======================== Weighted average shares outstanding 16,428,966 15,556,514 Net income per common and equivalent share $0.07 $0.32 ======================== See accompanying notes to condensed consolidated financial statements. 4 SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands except per share data) 1996 1995 ------------------------ Revenues: Casino $185,848 $186,097 Food and beverage 27,110 26,368 Rooms 12,428 12,133 Sports and special events 1,903 1,945 Management fees - 190 Other 2,911 2,553 ------------------------ 230,200 229,286 Less complimentaries 18,385 18,743 ------------------------ Net revenues 211,815 210,543 ------------------------ Operating costs and expenses: Casino 92,101 88,237 Food and beverage 16,267 16,050 Rooms 4,007 4,347 Sports and special events 1,451 1,626 General and administrative 57,782 57,127 Selling, advertising and promotion 5,360 5,173 Depreciation and amortization 16,326 16,263 ------------------------ 193,294 188,823 ------------------------ Income from operations from consolidated subsidiaries 18,521 21,720 Equity in (loss) of unconsolidated affiliate - (22) ------------------------ Income from operations 18,521 21,698 ------------------------ 5 (continued) SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands except per share data) (continued) 1996 1995 ------------------------ Income from operations $18,521 $21,698 ------------------------ Other (income) expense: Interest income (4,346) (2,890) Interest expense 26,510 21,251 Interest capitalized (7,235) (6,567) Gain on sale of affiliate - (2,558) Write-down of investment in affiliate 3,902 - Foreign currency transaction gain (84) - ------------------------ 18,747 9,236 ------------------------ Income (loss) before income taxes and minority interest (226) 12,462 Minority interest (income) (835) - ------------------------ Income before income tax expense 609 12,462 ------------------------ Income tax expense 274 5,720 ------------------------ Net income $335 $6,742 ======================== Weighted average shares outstanding 16,213,182 15,522,432 Net income per common and equivalent share $0.02 $0.43 ======================== See accompanying notes to condensed consolidated financial statements. 6 SHOWBOAT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 ----------------------- Cash flows from operating activities: (In thousands) Net cash provided by operating activities $20,038 $28,606 ------------------------ Cash flows from investing activities: Acquisition of property and equipment (39,424) (20,394) Proceeds from sale of Equipment 307 130 Investments in unconsolidated affiliates (5,823) (35,965) Advances to unconsolidated affiliates (123) (435) Proceeds from sale of unconsolidated affiliates - 51,366 Restricted cash and investments (145,639) - (Increase) decrease in deposits and other assets 165 (2,665) Deposit for Casino Reinvestment Development Authority obligation (1,964) (1,773) Other - 146 ------------------------ Net cash used in investing activities (192,501) (9,590) ------------------------ Cash flows from financing activities: Principal payments of long-term debt $ ( 12) $ (10) Proceeds from issuance of long-term debt 140,000 - Proceeds from employee stock option exercises 5,331 127 Debt issuance costs (6,105) (25) Payment of dividends (788) (769) Minority interest contributions 77 1,509 Other - (142) ------------------------ Net cash provided (used) by financing activities 138,503 690 ------------------------ Net increase (decrease) in cash and cash equivalents (33,960) 19,706 Cash and cash equivalents at beginning of period 106,927 90,429 Cash and cash equivalents at ------------------------ end of period $72,967 $110,135 ======================== Supplemental disclosures of cash flow information and non-cash investing and financing activities: Cash paid during the period for: Interest, net of amounts capitalized 13,669 13,704 Income taxes 2,524 6,876 Foreign currency translation adjustment 4,070 (5,957) See accompanying notes to condensed consolidated financial statements. 7 SHOWBOAT, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The condensed consolidated financial statements include all domestic and foreign subsidiaries which are more than 50% owned and controlled. Investments in unconsolidated affiliates which are at least 20% owned are carried at cost plus equity in undistributed earnings or loss since acquisition. All material intercompany balances have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1995 Annual Report on Form 10-K. The accompanying unaudited condensed consolidated financial statements contain all adjustments which are only of a recurring nature, in the opinion of management, necessary for a fair statement of the results of the interim periods. The results of operations for the interim periods are not indicative of results of operations for an entire year. Certain prior period balances have been reclassified to conform to the current period's presentation. On March 28, 1996 the Company's 55% owned affiliates, Showboat Marina Casino Partnership(SMCP) and Showboat Marina Finance Corporation (SMFC), issued $140.0 million, 13 1/2% First Mortgage Notes due 2003, (the First Mortgage Notes). The net proceeds of the First Mortgage Notes plus cash contributions by the Company are classified as restricted cash and investments in the Company's Condensed Consolidated Balance Sheet. These funds are being used to develop a riverboat casino complex in East Chicago, Indiana to be operated on Lake Michigan. 8 (continued) SHOWBOAT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2. LONG-TERM DEBT Long-term debt increased by approximately $140.0 million from December 31, 1995 to June 30, 1996. This increase is due to the issuance of $140.0 million, 13 1/2% First Mortgage Notes, by SMCP and SMFC. SMCP and SMFC are effectively owned 55% by the Company and therefore are consolidated for financial reporting purposes. The First Mortgage Notes are due 2003 and pay interest semiannually on March 15, and September 15, of each year commencing September 15, 1996. 3. WRITE-DOWN OF INVESTMENT IN AFFILIATE In March 1995, the Company, with an unrelated corporation (the majority member), formed Showboat Mardi Gras, L.L.C. (SMG), to own and operate, subject to licensing, a riverboat casino near Kansas City, Missouri. The Company owns 35% of the equity of SMG. SMG was not selected by the Missouri Gaming Commission for investigation for a license. Due to a decline in the market value of the assets of SMG, principally a riverboat, the Company has recorded a pre-tax write-down of $3,902,000 which is included in the 1996 Condensed Consolidated Statement of Income as write-down of investment in affiliate. This write-down includes the Company's remaining investment in SMG. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations GENERAL Showboat, Inc., and subsidiaries, collectively the Company or SBO, is an international gaming company with over 40 years of gaming experience that owns and operates the Atlantic City Showboat Casino and Hotel in Atlantic City, New Jersey, (Atlantic City Showboat), the Las Vegas Showboat, Hotel, Casino and Bowling Center in Las Vegas, Nevada (Las Vegas Showboat), owns an interest in, and manages through subsidiaries, the Sydney Harbour Casino located in Sydney, Australia and owns through subsidiaries a 55% interest in, and will manage, the East Chicago Showboat riverboat casino project in East Chicago, Indiana (East Chicago Showboat), which is under construction and scheduled to open in July 1997. Until March 31, 1995, the Company owned an equity interest in and managed a riverboat casino on Lake Pontchartrain in New Orleans, Louisiana (Star Casino). Information contained in this quarterly report is supplemental to disclosures in the Company's year end financial reports. This management's discussion and analysis of financial condition and results of operations should be read in conjunction with the management's discussion and analysis of financial condition and results of operations included in the Company's December 31, 1995 Annual Report on Form 10-K. As used in this management's discussion and analysis of financial condition and results of operations, amounts in Australian dollars are denoted as "A$". As of June 30, 1996, the exchange rate was approximately $0.7895 for each A$1.00. MATERIAL CHANGES IN RESULTS OF OPERATIONS Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995 Revenues Net revenues for the Company decreased $2.6 million or 2.4% in the second quarter 1996 compared to the same period in 1995. This decrease was principally due to the $3.4 million or 3.4% decline in casino revenues in the quarter ended June 30, 1996. Non casino revenues, which consist principally of food, beverage and room revenues were up $.7 million or 3.1% in the second quarter 1996. Due to the Company's agreement to forgive the first A$19.1 million of management fees due it from Sydney Harbour Casino, the Company has not yet received management fees from Sydney Harbour Casino. For the quarter ended June 30, 1996, approximately A$2.7 million of management fees were forgiven and approximately A$9.7 million in management fees still remain to be forgiven. 10 (continued) Revenues Quarter ended June 30, (Unaudited) (in thousands) 1996 1995 Variance Percent ------------------------------------------------ Consolidated: Casino revenues $ 95,858 $99,250 $(3,392) -3.4% Non casino revenues 23,504 22,788 716 3.1% Less complimentaries 10,137 10,174 (37) -0.4% ------------------------------------------------ Net revenues Consolidated $109,225 $111,864 $(2,639) -2.4% ------------------------------------------------ Atlantic City: Table game revenues $19,208 $21,715 $(2,507) -11.5% Slot revenues 65,695 64,207 1,488 2.3% Other gaming revenues 487 768 (281) -36.6% ------------------------------------------------ Total casino $85,390 $86,690 $(1,300) -1.5% ------------------------------------------------ Non casino revenues 17,375 17,329 46 0.3% Less complimentaries 9,069 9,024 45 0.5% ------------------------------------------------ Net revenues Atlantic City $93,696 $94,995 $(1,299) -1.4% ------------------------------------------------ Las Vegas: Table game revenues $ 1,235 $ 1,244 $ (9) -0.7% Slot revenues 9,018 10,654 (1,636) -15.4% Other gaming revenues 215 662 (447) -67.5% ------------------------------------------------ Total casino 10,468 12,560 (2,092) -16.7% ------------------------------------------------ Non casino revenues 6,129 5,459 670 12.3% Less complimentaries 1,068 1,150 (82) -7.1% ------------------------------------------------ Net revenues Las Vegas $15,529 $16,869 $(1,340) -7.9% ------------------------------------------------ 11 (continued) Revenues The Atlantic City Showboat's net revenues declined $1.3 million or 1.4% in the second quarter 1996 compared to the second quarter of 1995. This decline was principally due to a $2.5 million or 11.5% decrease in table game revenues. The decline in table game revenues is attributable to a decline in drop and the lower hold percent experienced of 15.3% in the second quarter of 1996 compared to 16.2% in the same period in 1995. The decline in table game revenues was partially offset by the $1.5 million increase in slot revenues in the second quarter 1996. The increase in slot revenues is attributable to approximately 450 additional slot units, an industry growth rate of 4.6% and an increase in slot marketing in the second quarter 1996 compared to the second quarter 1995. The decline in other gaming revenues of $.3 million or 36.6% is principally due to the decline in keno revenues during the quarter ended June 30, 1996. The Las Vegas Showboat's net revenues declined $1.3 million or 7.9% in the second quarter 1996 compared to the second quarter of 1995. This decline was principally due to a decline in slot revenue of $1.6 million or 15.4%. Management believes the decline is partially due to the loss of slot customers due to the increased competition for the local market and customers lost during the renovation project from July to December 1995. The Company is continuing to focus its efforts on the establishment of viable marketing programs to reestablish the customer base lost during the construction period and to attract new customers. Other gaming revenues declined $.4 million or 67.5% in the second quarter 1996, principally due to the decrease in bingo revenues resulting from increased competition added by a local casino during the second quarter of 1996. Non casino revenues, consisting principally of room, food, beverage and bowling increased $.7 million or 12.3%. This was primarily due to increased food and beverage revenues which coincided with new marketing programs implemented to attract patrons. Income From Operations The Company's income from operations declined $4.2 million or 29.4% in the quarter ended June 30, 1996 compared to the same period in the prior year. The decrease was due principally to a decline in income from operations at both the Atlantic City Showboat and Las Vegas Showboat. These declines were partially offset by lower operating costs for the Company's corporate and development functions. 12 (continued) Income From Operations Quarter ended June 30, (Unaudited) (in thousands) 1996 1995 Variance Percent Income from operations: ------------------------------------------------ Atlantic City $16,711 $19,121 $(2,410) -12.6% Las Vegas (2,467) 355 (2,822) -794.9% Corporate and development (4,125) (5,213) 1,088 -20.9% Other (37) 11 (48) -436.4% ------------------------------------------------ Consolidated $10,082 $14,274 $(4,192) -29.4% ------------------------------------------------ EBITDA:* Atlantic City $23,363 $26,126 $(2,763) -10.6% Las Vegas (891) 1,398 (2,289) -163.7% Corporate and development (4,045) (5,154) 1,109 -21.5% Other (37) 11 (48) -436.4% ------------------------------------------------ Consolidated $18,390 $22,381 $(3,991) -17.8% ------------------------------------------------ *EBITDA is defined as income from operations before depreciation and amortization. EBITDA should not be construed as a substitute for income from operations, net earnings (loss) and cash flows from operating activities determined in accordance with Generally Accepted Accounting Principles ("GAAP"). The Company has included EBITDA because it believes it is commonly used by certain investors and analysts to analyze and compare gaming companies on the basis of operating performance, leverage and liquidity and to determine a company's ability to service debt. The Atlantic City Showboat's income from operations, before management fees, decrease of $2.4 million or 12.6% is attributable to the decline in table game revenues and increased marketing expenditures during the quarter ended June 30, 1996 as compared to the quarter ended June 30, 1995. Operating expenses increased $1.1 million or 1.4% to $77.0 million for the June 30, 1996 quarter up from $75.9 million for the same period in the prior year. The increase in operating expenses is primarily attributed to increased marketing costs of $2.0 million in response to aggressive competition for slot patrons in the Atlantic City market during the second quarter of 1996. 13 (continued) Income From Operations The $2.8 million decline in income from operations at the Las Vegas Showboat before management fees and inter-company rent, was due principally to the decline in slot revenues and other gaming revenues during the second quarter 1996. Operating expenses increased $.9 million during the second quarter 1996 to $16.4 million compared to $15.5 million for the same period in 1995. The increased operating expense is due primarily to increases in advertising and marketing promotions for the casino, and an increase in depreciation due to the completion of the construction project. The $1.1 million decline in operating expenses for corporate and development is attributed to a reduction in the scope of development activities in the second quarter of 1996 compared to 1995. The Company capitalized $.4 million of costs related to the Company's St. Louis project in the second quarter of 1996 compared to $2.1 million capitalized for the Company's East Chicago and Randolph riverboat projects in the same quarter of 1995. The decrease in other income from operations for the quarter ended June 30, 1996 compared to the same period in 1995 is attributed to administrative expenses incurred for the Company's wholly owned subsidiary in Australia. The Company realized no earnings during the quarter ended June 30, 1996, from its investment in the Sydney Harbour Caisno as a result of the write-off of preopening costs related to the interim casino. Approximately A$11.5 million of preopening costs were written-off in the three months ended June 30, 1996 and all preopening costs have been written-off as of June 30, 1996. 14 (continued) Net income In the quarter ended June 30, 1996 the Company recorded net income of $1.1 million or $.07 per share compared to net income of $5.0 million or $.32 per share for the quarter ended June 30, 1995. The second quarter 1996 results reflect net interest expense for the East Chicago, Indiana project of $.6 million or $.03 per share and a reduction of interest income of $.4 million or $.02 per share due to the investment of corporate cash in the East Chicago subsidiary. Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995 Revenues Net revenues for the Company increased $1.3 million or .6% in the first six months of 1996 compared to the same period in 1995. This increase was principally due to the $1.4 million or 3.1% increase in non casino revenues, which consist principally of food, beverage and room revenues, in the six months ended June 30, 1996 compared to the same period in 1995. The $.2 million decline in management fees in the first six months of 1996 is attributed to the sale of the Star Casino in March, 1995 which paid management fees to the Company. Due to the Company's agreement to forgive the first A$19.1 million of management fees due it from Sydney Harbour Casino, the Company has not yet received management fees from the Sydney Harbour Casino. For the six months ended June 30, 1996, approximately A$5.4 million of management fees were forgiven and approximately A$9.7 million in management fees still remain to be forgiven. 15 (continued) Revenues Six months ended June 30, (Unaudited) (in thousands) 1996 1995 Variance Percent ------------------------------------------------ Consolidated: Casino revenues $185,848 $186,097 $ (249) -0.1% Non casino revenues 44,352 42,999 1,353 3.1% Management fees - 190 (190) -100.0% Less complimentaries 18,385 18,743 (358) -1.9% ------------------------------------------------ Net revenues Consolidated $211,815 $210,543 $ 1,272 0.6% ------------------------------------------------ Atlantic City: Table game revenues $ 37,506 $40,378 $(2,872) -7.1% Slot revenues 125,025 118,723 6,302 5.3% Other gaming revenues 1,003 1,517 (514) -33.9% ------------------------------------------------ Total casino 163,534 160,618 2,916 1.8% ------------------------------------------------ Non casino revenues 31,906 31,644 262 0.8% Less complimentaries 16,157 16,355 (198) -1.2% ------------------------------------------------ Net revenues Atlantic City $179,283 $175,907 $ 3,376 1.9% ------------------------------------------------ Las Vegas: Table game revenues $ 2,677 $ 2,651 $ 26 1.0% Slot revenues 18,516 21,433 (2,917) -13.6% Other gaming revenues 1,121 1,395 (274) -19.6% ------------------------------------------------ Total casino 22,314 25,479 (3,165) -12.4% ------------------------------------------------ Non casino revenues 12,446 11,355 1,091 9.6% Less complimentaries 2,228 2,388 (160) -6.7% ------------------------------------------------ Net revenues Las Vegas $ 32,532 $34,446 $ (1,914) -5.6% ------------------------------------------------ 16 (continued) Revenues The Atlantic City Showboat's net revenues were up $3.4 million or 1.9%, principally due to a $6.3 million or 5.3% increase in slot revenue in the six months ended June 30, 1996 over the same period in 1995. The increase in slot revenues is attributable to the addition of approximately 370 slot units and an increase in slot marketing in the first half 1996. The Atlantic City industry's slot revenue increased 3.7% by comparison and there was a 7.8% increase in slot units in the first half of 1996 compared to 1995. The increase in slot revenues was partially offset by a $2.9 million or 7.1% decline in table game revenues. This decline is attributable to a decline in the Company's table game market share in Atlantic City during the six months ended June 30, 1996. The decline in other gaming revenues of $.5 million or 33.9% is principally due to the decline in keno revenues during the six months ended June 30, 1996. The Las Vegas Showboat's net revenues declined $1.9 million or 5.6% in the first six months of 1996 compared to the first half of 1995. This decline was principally due to a decline in slot revenues of $2.9 million or 13.6%. Management believes the decline is partially due to the loss of slot customers due to the increased competition for the local market and customers lost during the renovation project from July to December 1995. The Company is continuing to focus its efforts on the establishment of viable marketing programs to reestablish the customer base lost during the construction period and to attract new customers. The decline in other gaming revenues of $.3 million or 19.6% in the first half of 1996 compared to 1995 is principally due to the decrease in bingo revenue during the second quarter of 1996 resulting from new competition for that market segment. Income From Operations The Company's income from operations decreased $3.2 million or 14.6% in the six months ended June 30, 1996 compared to the same period in the prior year. The decrease was due principally to a decline in income from operations at both the Atlantic City Showboat and Las Vegas Showboat. These declines were partially offset by lower operating costs for the Company's corporate and development functions. 17 (continued) Income From Operations Six Months ended June 30, (Unaudited) (in thousands) 1996 1995 Variance Percent ------------------------------------------------ Income from operations: Atlantic City $30,137 $31,586 $(1,449) -4.6% Las Vegas (3,310) 301 (3,611) -1199.7% Corporate and development (8,235) (9,955) 1,720 -17.3% Other (71) (234) 163 -69.7% ------------------------------------------------ Consolidated $18,521 $21,698 $(3,177) -14.6% ------------------------------------------------ EBITDA:* Atlantic City $43,437 $45,623 $(2,186) -4.8% Las Vegas (457) 2,417 (2,874) -118.9% Corporate and development (8,062) (9,846) 1,784 -18.1% Other (71) (233) 162 -69.5% ------------------------------------------------ Consolidated $34,847 $37,961 $(3,114) -8.2% ------------------------------------------------ *EBITDA is defined as income from operations before depreciation and amortization. EBITDA should not be construed as a substitute for income from operations, net earnings (loss) and cash flows from operating activities determined in accordance with Generally Accepted Accounting Principles ("GAAP"). The Company has included EBITDA because it believes it is commonly used by certain investors and analysts to analyze and compare gaming companies on the basis of operating performance, leverage and liquidity and to determine a company's ability to service debt. The Atlantic City Showboat's income from operations, before management fees, decreased $1.4 million or 4.6% in the first half of 1996 compared to 1995. This decrease is attributed to the increased operating expenses of $4.8 million or 3.3% to $149.1 million for the first half of 1996 up from $144.3 million for the same period in the prior year. This was partially offset by the $3.4 million increase in net revenue during the first half of 1996. The increase in operating expenses is attributable to increased marketing expenses for slot patrons of $4.3 million in response to aggressive competition for slot patrons in the Atlantic City market during the first half of 1996. 18 (continued) Income From Operations The $3.6 million decline in income from operations at the Las Vegas Showboat, before management fees and inter-company rent, was due principally to the decline in slot revenues and other gaming revenues during the six months ended June 30, 1996 compared to the same period in 1995. Operating expenses increased $1.7 million during the second half of 1996 to $35.8 million compared to $34.1 million for the same period in 1995. The increased operating expense is due primarily to increases in advertising and marketing promotions for the casino and an increase in depreciation expense due to the completion of the construction project. The $1.7 million decline in operating expenses for corporate and development is attributed to a reduction in the scope of development activities for the six months ended June 30, 1996 compared to 1995. The Company capitalized $1.1 million of costs related to the Company's St. Louis project in the first half of 1996 compared to $3.4 million capitalized for the Company's East Chicago and Randolph riverboat projects in the same period in 1995. The increase in other income from operations for the six months ended June 30, 1996 compared to the same period in 1995 is attributed to the elimination of expenses for the Star Casino when it was sold in March of 1995. The Company realized no earnings during the six months ended June 30, 1996, from its investment in the Sydney Harbour Casino as a result of the write-off of preopening costs. Approximately A$20.7 million of preopening costs were written-off in the six months ended June 30, 1996 and all propening costs have been written-off as of June 30, 1996. Net income In the six months ended June 30, 1996 the Company recorded net income of $.3 million or $.02 per share compared to net income of $6.7 million or $.43 per share for the six months ended June 30, 1995. Unusual items totaling $4.3 million are contributing factors to the decline in net income for the six months ended June 30, 1996 compared to June 30, 1995. The 1996 results reflect an after tax loss of $2.0 million or $.12 per share for the write down of the Company's investment in Showboat Mardi Gras, L.L.C. (SMG). SMG was formed to develop a riverboat casino operation in Randolph, Missouri. The 1996 results also reflect net interest expense for the East Chicago, Indiana project of $.6 million or $.03 per share and a reduction of interest income of $.4 million or $.02 per share due to the investment of corporate cash in the East Chicago Subsidiary. In comparison, the first six months of 1995 net income results included an after tax gain of $1.4 million or $.09 per share on the sale of the Star Casino. 19 (continued) MATERIAL CHANGES IN FINANCIAL CONDITION As of June 30, 1996 the Company held cash and cash equivalents of $74.4 million compared to $106.9 million at December 31, 1995. This decline is due principally to the funding of the East Chicago project. On March 28, 1996 the Company's 55% owned subsidiaries, Showboat Marina Casino Partnership (SMCP) and Showboat Marina Finance Corporation (SMFC), sold $140.0 million, 13 1/2% First Mortgage Notes due 2003 (the "First Mortgage Notes"). The funds were raised to support the development of the $195.0 million East Chicago Showboat riverboat casino project in East Chicago, Indiana (the "East Chicago Showboat"). Interest expense incurred on the First Mortgage Notes will be capitalized to the extent permitted under generally accepted accounting principles and as a result the Company anticipates that a portion of this expense will impact results in reporting periods preceding the opening of the East Chicago Showboat project, currently anticipated for July, 1997. As a result, for the period ended December 31, 1996, the Company anticipates that net interest expense of approximately $2.0 million to $3.0 million will be recorded. The First Mortgage Notes are senior secured obligations of SMCP and rank senior in right of payment to all existing and future subordinated indebtedness of SMCP and pari passu with SMCP's senior indebtedness. Terms not otherwise defined herein have the meanings assigned to them in the First Mortgage Note Indenture. The First Mortgage Notes are secured by a first lien on substantially all of SMCP's assets. The First Mortgage Note Indenture places significant restrictions on SMCP for the incurrence of additional Indebtedness, the creation of additional Liens on the Collateral securing the First Mortgage Notes, transactions with Affiliates and making Restricted Payments unless certain conditions are met. Restricted Payments include paying a management fee to the Manager of the East Chicago Showboat, an entity which is 55% owned by the Company, unless among other things, SMCP's Fixed Charge Coverage Ratio for the most recently ended four full fiscal quarters, after giving effect to such Restricted Payment must be greater than 1.5 to 1.0. To make any other Restricted Payment SMCP must meet, among other things, a Fixed Charge Coverage Ratio for the most recently ended four full fiscal quarters, after giving effect to such Restricted Payment, must be greater than 2.0 to 1.0. 20 (continued) In addition, subject to certain qualifications and exceptions, the Company entered into a standby equity commitment with SMCP, pursuant to which it will cause to be made up to an aggregate of $30.0 million in additional capital contributions to SMCP if, during the first three full four fiscal quarters following the commencement of operations at the East Chicago Showboat, the project's combined cash flow (defined) is less than $35.0 million for any one such full four quarter period. However, in no event will the Company be required to cause to be contributed to SMCP more than $15.0 million in respect of any such full four quarter period. In addition, subject to certain qualifications and exceptions, the Company entered into a completion guarantee with SMCP to complete the East Chicago project so that it becomes operational, including the payment of all costs owing prior to such completion, up to a maximum aggregate amount of $30.0 million. The Company's obligation to complete the East Chicago project will be suspended during the pendency of any force majeure event or other event outside the control of the Company. Currently, the Company believes that SMCP has sufficient resources to complete the East Chicago Showboat. However, no assurance can be given that SMCP will be able to complete the East Chicago Showboat from its available financing resources. During the six months ended June 30, 1996 the Company expended approximately $39.4 million on capital improvements at its Las Vegas and Atlantic City facilities (which were funded from operations) and construction costs at the East Chicago Showboat(which were principally funded from the proceeds of the First Mortgage Notes). Approximately $22.1 million of the $39.4 million related to the East Chicago Showboat. On April 1, 1996, an affiliate of the Company, Sydney Harbour Casino Holdings Limited, ("SHCH") through its wholly owned subsidiary, Sydney Harbour Casino Properties Pty Limited, ("SHCP") renegotiated its agreement with Leighton Properties Pty Limited ("Leighton Properties") for the design and construction of the interim and permanent Sydney Harbour Casino. The renegotiated project cost is approximately A$867.2 million, a A$176.1 million increase over the April 1994 projected project cost of A$691.1 million, and includes the administration and management of the project, an accelerated completion date of December 1997, the firming up of monetary allowances and resolution of certain claims by Leighton Properties to SHCP. The design element changes incorporated in the renegotiated contract for the permanent casino were made with a view toward improving its operational efficiency and product quality and to match the changing competitive environment. The increased project cost is being funded in part by the sale of 35,250,000 preferred ordinary shares of stock by SHCH on May 13, 1996, providing net proceeds 21 (continued) of approximately A$64.0 million. Additional financing of A$150.0 million has been negotiated with local banks and is subject to finalizing the bank documents and obtaining required approvals. As with any construction contract, the final amount of such contract will be subject to modification based upon change orders and the occurrence of events such as costs associated with certain types of construction delays. No assurance can be given that the construction costs for the Sydney Harbour will not exceed the announced project cost estimate. The sale of the additional equity by SHCH reduced the Company's equity in the project to 24.6% from 26.3%. The Company through its subsidiary, Showboat Lemay, Inc. ("Showboat Lemay"), has an 80% general partner interest in Southboat Limited Partnership ("SLP") which, subject to licensing, plans to build and operate a riverboat casino project and related facilities (the "Southboat Casino Project") on the Mississippi River near Lemay, Missouri. Pursuant to the limited partnership agreement, Showboat Lemay is responsible for borrowing up to $75.0 million (the "Development Financing') on behalf of SLP. The Company has committed to use its best efforts to obtain a commitment letter for the Development Financing within 60 days after SLP is selected for investigation for a gaming license by the Missouri Gaming Commission or obtain the Development Financing within a commercially reasonable time following such selection. The Company's commitment replaced a previous commitment letter from an unrelated party. No assurance can be given that SLP will be successful in obtaining the necessary funds to finance its gaming project or that SLP will successfully obtain a casino license. The Company continues to examine, and if appropriate, may pursue potential gaming opportunities in jurisdictions where gaming is legalized and in other jurisdictions that, in the future, may legalize private for profit casino gaming. There can be no assurance that legislation will be enacted in any additional jurisdictions, that any properties in which the Company may have invested will be compatible with any gaming legislation so enacted, that legalized gaming will continue to be authorized in any jurisdictions or the Company will be able to obtain the required licenses in any jurisdiction. Further, no assurance can be given that any of the announced or unannounced projects under development will be completed, licensed or result in any significant contribution to the Company's cash flow or earnings. Casino gaming operations are highly regulated and new casino developments are subject to a number of risks and uncertainties, many of which are beyond the Company's control. 22 (continued) The Company believes that it has sufficient capital resources, including its existing cash balances, cash provided by operations and existing borrowing capacity, to cover the cash requirements of its existing operations. The ability of the Company to satisfy its cash requirements, will be dependent upon the future performance of its casino hotels which will continue to be influenced by prevailing economic conditions and financial, business and other factors, certain of which are beyond the control of the Company. As the Company realizes expansion opportunities, the Company will need to make significant capital investments in such opportunities and additional financing will be required. The Company anticipates that additional funds will be obtained through loans or public offerings of equity or debt securities. Although no assurance can be made that such funds will be available or at interest rates acceptable to the Company. All statements contained herein that are not historical facts, including but not limited to, statements regarding the Company's current business strategy, the Company's prospective joint ventures, expansions of existing projects, and the Company's plans for future development and operations, are based upon current expectations. These statements are forward-looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause actual results to differ materially are the following: the availability of sufficient capital to finance the Company's business plan on terms satisfactory to the Company; competitive factors, such as legalization of gaming in jurisdictions from which the Company draws significant numbers of patrons and an increase in the number of casinos serving the markets in which the Company's casinos are located; changes in labor, equipment and capital costs; the ability of the Company to consummate its contemplated joint ventures on terms satisfactory to the Company and to obtain necessary regulatory approvals therefore; changes in regulations affecting the gaming industry; the ability of the Company to comply with its Indentures for its 9 1/4% First Mortgage Bonds and 13% Senior Subordinated Indebtedness; future acquisitions or strategic partnerships; general business and economic conditions; and other factors described from time to time in the Company's reports filed with the Securities and Exchange Commission. The Company wishes to caution the readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Litigation Reform Act of 1995 and, as such, speak only as of the date made. 23 SHOWBOAT, INC. AND SUBSIDIARIES PART II, OTHER INFORMATION Item 1. Legal Proceedings. "William H Ahern v. Caesars World, Inc., et al.", Case No. 94-532-Civ-Orl-22, instituted on May 10, 1994 (the "Ahern Complaint") and "William Poulos v. Caesars World, Inc., et al.", Case No.94-478-Civ-Orl-22, instituted on April 26, 1994 (the "Poulos Complaint")(collectively, the Ahern Complaint and the Poulos Complaint are referred to as the "Complaints"). See the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1996 for the discussion of material developments in these cases during the Company's first quarter. Two individuals, each purportedly representing a class, filed the Complaints in the United States District Court, Middle District of Florida, against various manufacturers, distributors and casino operators of video poker and electronic slot machines, including the Company. The Complaints allege that the defendants have engaged in a course of conduct intended to induce persons to play such games based on a false belief concerning how the gaming machines operate, as well as the extent to which there is an opportunity to win on a given play. The Complaints allege violations of the Racketeer Influenced and Corrupt Organizations Act (the "RICO Act"), as well as claims of common law fraud, unjust enrichment and negligent misrepresentation, and seek damages in excess of $1.0 billion without any substantiation of that amount. The Complaints were consolidated and transferred to the United States District Court for the District of Nevada. The Company filed a motion to dismiss the action based on jurisdiction, abstention and related doctrines. Various other defendants filed similar motions and motions to dismiss based on defects in the pleadings. The Nevada District Court entered an order granting the motions to dismiss based on defects in the pleadings, and denying as moot all other pending motions, including those of the Company. The Court granted plaintiffs until May 31, 1996 within which to file an amended complaint that complies with the applicable pleading requirements. One of the plaintiffs subsequently withdrew as a representative of the purported class, and another plaintiff took his place. The plaintiffs filed an amended complaint on or about May 31, 1996. The Company renewed its motion to dismiss based on abstention and related doctrines, and joined in the motions to dismiss filed by other defendants based on defects in the pleadings. Management continues to believe that the substance of the allegations in the Complaints are without merit. 24 (continued) SHOWBOAT, INC. AND SUBSIDIARIES PART II, OTHER INFORMATION (continued) "Hyland, et al. v. Griffin Investigations, et al.", Case No. 95-CV-2236 (JEI), instituted on May 5, 1995, in the United States District Court for the District of New Jersey (Camden Division). The Company was served with a First Amended Complaint on August 29, 1995. Seventy-six casino operators, including the Company, and others were originally named as defendants in the action. The action, brought on behalf of "card counters," alleges that the casino operators exclude card counters from play and share information about card counters. The action is based on alleged violations of federal antitrust law, the Fair Credit Reporting Act, and various state consumer protection laws. On May 30, 1996, the Court granted defendants' motions to dismiss the plaintiffs' complaint in its entirety. "ITSI TV Productions, Inc. v. Bally's Grand, Inc.", et al., Case No. CV-N-90-314-HDM, instituted on June 29, 1990 in the United States Court, District of Nevada (the "Nevada action"). The plaintiff claims that numerous hotel-casinos, including the Company, infringed on the plaintiff's copyright by displaying to sports book customers certain horse race broadcasts. The plaintiff seeks to recover damages for copyright infringement in an unknown amount. The same factual issues were raised in an action filed in the United States District Court for the Eastern District of California (the "California action') in which the Company was not a party. The United States District Court for the District of Nevada stayed and administratively stayed the Nevada action pending resolution of the liability issues in the California action. The California action was tried in 1993 and therein the Court found that although the plaintiff owned the copyright, there was no infringement. The plaintiff appealed the decision of the trial court in the California action and the Ninth Circuit Court of Appeals recently affirmed that decision. No action has been taken with respect to the administrative stay imposed by the Nevada District Court in the Nevada action. Management believes that the plaintiff is not entitled to damages and intends to defend vigorously the allegations. 25 (continued) SHOWBOAT, INC. AND SUBSIDIARIES PART II, OTHER INFORMATION (continued) "Progressive Games, Inc. v. Arizona Charlie's et al.", Case No. CV-S-96-00489-PMP (RJJ), instituted on June 5, 1996 in the United States District Court for the District of Nevada. The plaintiff filed a Complaint against 62 casinos located in Nevada, including the Las Vegas Showboat. The complaint alleges a patent infringement in connection with a live casino game including an electronic jackpot feature known as "Let It Ride the Tournament" used by the defendants. The plaintiff seeks to recover damages for patent infringement, including punitive damages. The licensor of the casino game has assumed the defense and has agreed to indemnify the Las Vegas Showboat and other casinos in this matter. On July 28, 1996, the licensor filed a motion to dismiss the action against the casino defendants or, in the alternative, to stay all actions against the casino defendants until such time as certain issues in the pending action between plaintiff and licensor have been resolved. Item 2. Changes in Securities Not Applicable Item 3. Defaults Upon Senior Securities. Not Applicable 26 SHOWBOAT, INC. AND SUBSIDIARIES PART II, OTHER INFORMATION (continued) Item 4. Submission of Matters to a Vote of Security Holders (a) The Company's annual meeting of shareholders was held on May 30, 1996. (b) Directors elected at the annual meeting for a term expiring in 1999 are as follows: George A. Zettler and Carolyn M. Sparks. The Directors continuing in office after the annual meeting are as follows: J.K. Houssels (term expires in 1998); William C. Richardson (term expires in 1998); John D. Gaughan (term expires in 1997); Jeanne S. Stewart (term expires in 1998); Frank A. Modica (term expires in 1997); H. Gregory Nasky (term expires in 1997); and J. Kell Houssels, III (term expires in 1997). (c) Votes for the election of directors: Nominees For Withheld Abstain --------------- ------------ ----------- --------- George A. Zettler 10,520,078 1,878,513 0 Carolyn M. Sparks 10,513,193 1,885,398 0 Votes for approval of amendments to the 1989 Directors' Stock Option Plan: For Against Abstain ----------- ------------ ---------- 9,855,805 2,500,712 42,074 Votes for ratification and selection of auditors for the year ended December 31, 1996: Broker For Against Abstain Non-Votes ----------- ------- --------- ---------- KPMG Peat Marwick 12,066,792 5,671 14,152 311,976 Item 5. Other Information Not applicable 27 SHOWBOAT, INC. AND SUBSIDIARIES PART II, OTHER INFORMATION (continued) Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description ---------- ---------------------------------- 4.01 Indenture dated as of March 28, 1996, among Showboat Marina Casino Partnership, Showboat Marina Fiance Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Nomura Securities International, Inc., Bear, Stearns & Co., Inc. and American Bank National Association, as trustee, relating to the 13 1/2 Series A and Series B First Mortgage Notes due 2003. * 10.01 Escrow and Disbursement Agreement dated March 28, 1996, by and among Showboat Marina Casino Partnership, Showboat Marina Finace Corporation and Showboat, Inc.(as escrow agent and disbursement agent) and American Bank National Association, as trustee. * 27.01 Financial Data Schedule *Previously filed (b) Reports on Form 8-K None 28 SIGNATURES Pursuant to the requirements 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. Showboat, Inc. Registrant Date: December 10, 1996 s/ J. Kell Houssels, III --------------------- ------------------------------------ J. KELL HOUSSELS, III, President and Chief Executive Officer Date: December 10, 1996 s/ R. Craig Bird --------------------- ------------------------------------ R. CRAIG BIRD, Executive Vice President - Finance and Administration and Chief Financial Officer 29 EXHIBIT INDEX Exhibit No. Description ------------ ---------------------------------- 4.01 Indenture dated as of March 29,1 996, among Showboat Marina Casino Partnership, Showboat Marina Fiance Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Nomura Securities International, Inc., Bear, Stearns & Co., Inc. and American Bank National Association, as trustee, relating to the 13 1/2 Series A and Series B First Mortgage Notes due 2003. * 10.01 Escrow and Disbursement Agreement dated March 28, 1996, by amd among Showboat Marina Casino Partnership, Showboat Marina Finance Corporation and Showboat, Inc. (as escrow agent and disbursement agent) and American Bank National Association, as trustee. * 27.01 Financial Data Schedule *Previously filed 30 EX-27 2
5 1000 6-MOS DEC-31-1996 JUN-30-1996 26684 46283 17600 2551 2863 104935 584772 197951 802331 53853 530556 0 0 16182 0 802331 208904 211815 0 113826 79468 2551 14929 609 274 335 0 0 0 335 .02 .02
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