UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to
Commission file number: 001-12419
SHOWBOAT MARINA CASINO PARTNERSHIP
SHOWBOAT MARINA FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1978576
NEVADA 88-0356197
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE SHOWBOAT PLACE, EAST CHICAGO, INDIANA 46312
(Address of principal executive offices) (Zip Code)
(219) 378-3000
(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 Section 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 [ ]
Indicate the number of shares outstanding of the issuer's
classes of common stock, as of the latest practicable date.
Showboat Marina Casino Partnership Not applicable
Showboat Marina Finance Corporation 1,000 shares of common
stock, $1.00 par value
as of July 31, 1997.
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
AND
SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR OR SMP)
INDEX
PART I FINANCIAL INFORMATION PAGE NO.
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 3-4
Condensed Consolidated Statements of Operations -
For the three months ended June 30, 1997 and
1996 5
Condensed Consolidated Statements of Operations -
For the six months ended June 30,1997 and the
period March 29, 1996 through June 30, 1996 6
Condensed Consolidated Statements of Cash Flows-
For the six months ended June 30, 1997, the
period from March 29, 1996 through June 30,
1996 and the period from January 1, 1996
through March 28, 1996 7
Notes to the Condensed Consolidated Financial
Statements 8-9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-12
PART II OTHER INFORMATION
ITEMS 1 - 6 13
SIGNATURES 14
EXHIBIT INDEX 15
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
ASSETS June 30, December
1997 31, 1996
(unaudited)
(In thousands)
Current assets:
Cash and cash equivalents $ 18,985 $ 599
Short-term investments held in escrow 103 69,002
Receivables, net 918 1,601
Inventories 506 -
Prepaid expenses 1,164 -
Total current assets 21,676 71,202
Property and equipment 173,059 100,601
Less accumulated depreciation and
amortization (2,191) -
170,868 100,601
Other assets:
Economic development and licensing costs,
net of accumulated amortization of
$229,000 and -0- at June 30, 1997 and
December 31, 1996, respectively 11,241 7,637
Deposits and other assets 1,503 2,158
Debt issuance costs, net of accumulated
amortization of $182,000 and -0- at June
30, 1997, and December 31, 1996,
respectively 6,220 6,296
18,964 16,091
$ 211,508 $ 187,894
See accompanying notes to condensed consolidated financial statements.
(continued)
3
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(CONTINUED)
LIABILITIES AND PARTNERS' CAPITAL June 30, 1997 December 31, 1996
(Unaudited)
(In thousands)
Current liabilities
Current maturities of long-term debt $ 5,284 $ -
Accounts payable 6,577 3,717
Construction payables 9,636 4,037
Accrued liabilities 11,303 5,557
Total current liabilities 32,800 13,311
Long-term debt, excluding current
maturities 154,609 140,000
Partners' capital:
Capital contributions 40,000 39,000
Accumulated deficit (15,901) (4,417)
Total Partners' Capital 24,099 34,583
$ 211,508 $ 187,894
See accompanying notes to condensed consolidated financial statements.
4
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
June 30, June 30,
1997 1996
(In thousands)
Revenues:
Casino $ 32,902 $ -
Food and beverage 2,133 -
Other 486 -
35,521 -
Less complimentaries (681) -
Net revenues 34,840 -
Operating costs and expenses:
Casino 16,702 -
Food and beverage 2,156 -
General and administrative 6,507 -
Selling, advertising and promotion 4,155 -
Depreciation and amortization 2,429
Preopening costs 9,577 -
41,526 -
Loss from operations (6,686) -
Other (income) expense:
Interest income (62) (1,995)
Interest expense, net of amounts
capitalized 4,528 3,834
4,466 1,839
Net loss $ (11,152) $ (1,839)
See accompanying notes to condensed consolidated financial statements
5
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND THE PERIOD
MARCH 29, 1996 THROUGH JUNE 30, 1996
(UNAUDITED)
June 30, June 30,
1997 1996
(In thousands)
Revenues:
Casino $ 32,902 $ -
Food and beverage 2,133 -
Other 486 -
35,521 -
Less complimentaries (681) -
Net revenues 34,840 -
Operating costs and expenses:
Casino 16,702 -
Food and beverage 2,156 -
General and administrative 6,507 -
Selling, advertising and promotion 4,155 -
Depreciation and amortization 2,429 -
Preopening costs 9,577
41,526 $ -
Loss from operations (6,686) -
Other (income) expense:
Interest income (775) $ (2,054)
Interest expense, net of amounts
capitalized 5,573 3,909
4,798 1,855
Net loss $ (11,484) $ (1,855)
See accompanying notes to condensed consolidated financial statements.
6
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
SHOWBOAT MARINA CASINO PARTNERSHIP (PREDECESSOR or SMP)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
THE PERIOD FROM MARCH 29, 1996 THROUGH JUNE 30, 1996 AND
THE PERIOD FROM JANUARY 1, 1996 THROUGH MARCH 28, 1996
(UNAUDITED)
SMCP Predecessor
Six Months Period from Period from
Ended March 29, 1996 January 1, 1996
June 30, 1997 through through
June 30, 1996 March 28, 1996
(In thousands)
Net cash provided by (used in) operating activities $ (610) $ 4,287 $ 99
Cash flows from investing activities:
Economic development costs (3,833) (70) (7)
Purchases of property, equipment and
payments for construction in progress (55,873) (19,155) (5,730)
Sale of short term investments 68,899 - -
Net cash provided by (used in) investing activities 9,193 (19,225) (5,737)
Cash flows from financing activities:
Proceeds from issuance of notes payable - 140,000 -
Proceeds from additional long-term financing 9,636 - -
Repayments of long-term debt (727) - -
Debt issuance costs (106) (5,555) (550)
Capital contributions 1,000 22,287 5,830
Net cash provided by financing activities 9,803 156,732 5,280
Net increase (decrease) in cash and equivalents 18,386 141,794 (358)
Cash and cash equivalents at beginning of period 599 - 358
Cash and cash equivalents at end of period $ 18,985 $ 141,794 $ -
Supplemental disclosures of cash flow information
and non-cash investing and financing activities:
Cash paid during the period for
Interest, net of amounts capitalized 5,432 - -
Equipment acquired under capital leases 10,984 - -
See accompanying notes to condensed consolidated financial statements.
7
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The accompanying consolidated financial statements
present the financial position, results of operations and
cash flows of Showboat Marina Casino Partnership (SMCP) and
its wholly owned subsidiary, Showboat Marina Finance
Corporation (SMFC) as of June 30, 1997 and December 31, 1996
and for the periods ended June 30, 1997 and 1996. These
financial statements also present the cash flows of Showboat
Marina Partnership (Predecessor or SMP) for the period from
January 1, 1996 through March 28, 1996. The Predecessor had
no operations through March 28, 1996, other than development
and licensing activities, the cost of which were capitalized
and subsequently contributed to SMCP. Therefore a statement
of income for the Predecessor is not applicable.
SMCP is a general partnership and was formed as of
March 1, 1996, for the purpose of developing a riverboat
casino complex in East Chicago, Indiana to be operated on
Lake Michigan. On April 15, 1997, SMCP received a riverboat
owner's license from the Indiana Gaming Commission. After
successful completion of a test cruise, SMCP commenced
operations on April 18, 1997. SMFC was incorporated on
March 7, 1996, to assist SMCP in financing the East Chicago
Showboat. SMP was formed on January 31, 1994 and had been
developing the project prior to the formation of SMCP. On
March 28, 1996, SMP contributed substantially all of its
assets and liabilities to SMCP.
SMCP is owned 99% by SMP and 1% by Showboat Marina
Investment Partnership. SMCP is effectively owned 55% by
Showboat, Inc. (Showboat) and 45% by Waterfront
Entertainment and Development, Inc. (Waterfront) through
various partnership interests.
Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been consolidated or omitted. These condensed
consolidated financial statements should be read in
conjunction with the financial statements and notes thereto
included in SMCP's December 31, 1996 annual report on Form
10-K.
The accompanying unaudited 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 period.
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.
PREOPENING COSTS
Preopening costs were capitalized until the
riverboat casino complex commenced operations, at which time
SMCP ceased capitalizing and charged such costs to
operations. The preopening costs consisted primarily of
payroll, consulting fees, training and related travel costs.
CASINO REVENUE AND COMPLIMENTARIES
Casino revenues represent the net win from gaming
wins and losses. Revenues include the retail value of food,
beverage, and other goods and services provided to customers
8
SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
without charge. Such amounts are then deducted as
promotional allowances. The estimated cost of providing
these promotional allowances are charged to the casino
department.
INVENTORIES
Inventories are stated at the lower of cost or
market. Cost is determined using the first-in, first-out
method.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost.
Depreciation is computed using the straight-line method.
The cost of maintenance and repairs is charged to expense as
incurred; significant renewals and betterments are
capitalized.
Estimated useful lives for property and equipment
are 5 to 15 years for land improvements, 10 to 40 years for
vessel and building and 2 to 10 years for furniture and
equipment.
2. LONG-TERM DEBT
During March 1997, SMCP entered into an equipment
lease for approximately $11.0 million secured by the
equipment purchased with the proceeds from the financing.
The term of the lease is 48 months and accrues interest at
11.0%.
In June 1997, SMCP secured additional equipment
financing of approximately $10.0 million. The equipment
financing was secured by certain equipment purchased during
the construction of the riverboat casino complex. The term
of the equipment financing is three years and accrues
interest at 11.1%.
3. COMMITMENTS AND CONTINGENCIES
From the date of opening through June 30, 1997,
SMCP has accumulated approximately $.9 million in management
fees due under its management contract with SMP. However,
the payment of these fees are limited by SMCP's bond
indenture and require SMCP to meet certain fixed charge
coverage ratios before any payment can be made. Due to
these restrictions, SMCP has not accrued any management
fees.
9
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Showboat Marina Casino Partnership ("SMCP" or the
"Partnership"), owns and operates a riverboat casino, the
Showboat Mardi Gras Casino, located in East Chicago, Indiana
(the "East Chicago Showboat"). The East Chicago Showboat
began operations on April 18, 1997. The complex consists of
a casino gaming vessel and a land based support facility.
The gaming vessel contains 53,000 square feet of gaming
space with approximately 1,770 slot machines and 90 table
games. The land based facility consists of a 100,000 square
foot pavilion, an 1,800 space parking garage and surface
parking for 1,000 vehicles. The pavilion contains a coffee
shop/buffet, upscale restaurant, cocktail lounge, gift shop,
hydraulic bandstand platform, ticket promotions area and
administrative offices.
In accordance with IGC regulations the vessel
conducts ten 2 hour cruises throughout the gaming day.
Entrance to the vessel is limited to the first 30 minutes of
each two hour cruise, with the vessel away from the dock for
a period of 1 hour.
The Partnership is a general partnership which was
formed as of March 1, 1996 for the purpose of developing and
operating the East Chicago Showboat on Lake Michigan. Prior
to the formation of the Partnership, the complex was
developed by Showboat Marina Partnership, (the "Predecessor"
or "SMP") which was formed on January 31, 1994. On March
28, 1996, the Predecessor contributed substantially all of
its assets and liabilities to the Partnership. Showboat
Marina Finance Corporation ("SMFC") is a wholly owned
subsidiary of the Partnership and was formed on March 7,
1996 to assist the Partnership in the financing of the East
Chicago Showboat. The Partnership is owned 99% by the
Predecessor and 1% by Showboat Marina Investment
Partnership. The Partnership is effectively owned 55% by
Showboat, Inc. and 45% by Waterfront Entertainment and
Development, Inc. through various partnership interests.
Information contained in this quarterly report is
supplemental to disclosures in the Partnership'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 Partnership's December 31,
1996 Annual Report on Form 10-K.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1997
Prior to the commencement of operations on April
18, 1997, the activities of the Partnership and the
Predecessor were limited to applying for the riverboat
owner's license, securing the land for, arranging for the
financing of and completing the design and construction of
the East Chicago Showboat. All costs, except for some
interest expense, had been capitalized. As a result, the
Partnership had no operating history for the quarter and six
months ended June 30, 1996. Since operations began in the
second quarter of 1997, operating results for the three and
six months ended June 30, 1997 were identical.
10
REVENUES
For the three and six months ended June 30, 1997,
the Partnership had gross revenues of $35.5 million. This
was offset by $.7 million of complimentaries, resulting in
net revenues of $34.8 million.
Casino revenues for the three and six months ended
June 30, 1997 were $32.9 million, and consisted of $8.7
million in table games revenue and $24.2 million in slot
revenue. Slot revenue represents 73.6% of the total casino
win and table game revenue makes up the remaining 26.4% of
the total casino win for the East Chicago Showboat. The
daily win per slot machine and table game was approximately
$190 and $1,348 respectively, with total gaming win per
patron of approximately $65.
LOSS FROM OPERATIONS
SMCP had income from operations in the amount of
$2.9 million, exclusive of $9.6 million of preopening costs.
Casino division expenses of $16.7 million included $10.0
million of gross revenue and admission taxes, as well as
$1.2 million of community benefit levies. SMCP is
currrently reviewing its operations in an effort
to improve its margin performance through cost controls and
marketing programs designed to enhance revenue. In
addition, the Partnership is evaluating all other
opportunities to improve profitability.
NET LOSS
For the quarter and six months ended June 30,
1997, the Partnership experienced net losses of $11.2
million and $11.5 million, respectively. These net losses
were primarily attributable to the write-off of preopening
costs in the amount of $9.6 million and interest expense.
For the quarter and period ended June 30, 1996 the net loss
was attributable to net interest expense.
MATERIAL CHANGES IN FINANCIAL CONDITION
As of June 30, 1997 SMCP held cash and cash
equivalents of $19.0 million and short term investments of
$.1 million compared to $.6 million in cash and cash
equivalents and $69.0 million in short term investments at
December 31, 1996.
Since its inception, SMCP has met its capital
requirements through the $40.0 million capital contribution
(the "Capital Contribution"), the $133.9 million net
proceeds from the offering (the "Offering") of its 13 1/2 %
First Mortgage Notes due 2003 (the "East Chicago Notes") and
equipment financing. The East Chicago Notes were issued
under the Indenture dated as of March 26, 1996 (the "Note
Indenture") between SMCP, SMFC and American Bank National
Association as Trustee (in such capacity, the "Trustee" or
"Registrar"). The funds provided by these sources provided
sufficient amounts to develop and commence operations of the
East Chicago Showboat.
In March 1997, PDS Financial Corporation provided
an equipment lease of approximately $11.0 million. The
lease is secured by the equipment purchased with the
proceeds. The lease is for a term of 48 months and the rate
was fixed at 11.0%.
11
In June 1997, FINOVA provided a loan of
approximately $10.0 million. The loan is secured by certain
equipment purchased during the construction of the riverboat
casino complex. The loan is for a term of 36 months and the
rate was fixed at 11.1%
Showboat, Inc. provided a standby equity
commitment (the "Standby Equity Commitment") pursuant to
which it has agreed to cause to be made up to an aggregate
of $30.0 million in additional capital contributions to SMCP
during the first three Operating Years (as defined in the
Standby Equity Commitment Agreement). The Standby Equity
Commitment is triggered when SMCP's Combined Cash Flow (as
defined in the Standby Equity Commitment) does not reach
$35.0 million in any one such Operating Year, subject to
certain terms and conditions. However, in no event shall
Showboat be required to contribute more than $15.0 million
in respect of any one such Operating Year. The Standby
Equity Commitment is subject to certain limitations,
qualifications, and exceptions.
SMCP expects to fund its operations, debt service
and capital needs from operating cash flow. No assurance
can be given, however, that operating cash flow will be
sufficient for that purpose. SMCP intends to establish
initial working capital reserves to provide for anticipated
short-term liquidity needs. If necessary and to the extent
permitted under the Indenture SMCP will seek, additional
financing through bank borrowings, debt or equity financing.
There can be no assurance that additional financing, if
needed, will be available to SMCP, or that, if available,
the financing will be on terms favorable to SMCP. There is
no assurance that SMCP's estimate of its reasonably
anticipated liquidity needs is accurate or that new business
developments or other unforeseen events will not occur,
resulting in the need to raise additional funds.
All statements contained herein that are not
historical facts, including but not limited to, statements
regarding SMCP's current business strategy, and SMCP'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 SMCP's business plan on terms satisfactory to SMCP;
competitive factors, such as expansion of gaming in
Illinois, Indiana and Michigan, states from which SMCP
expects to draw significant numbers of patrons and an
increase in the number of casinos serving the Chicago
metropolitan area; changes in labor, equipment and capital
costs; general business and economic conditions; and other
factors described from time to time in SMCP's reports filed
with the Securities and Exchange Commission. SMCP cautions
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.
12
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable. Notwithstanding, SMCP is a
defendant in various lawsuits, most of which relate to
routine matters incidental to its business. Management does
not believe that the outcome of such pending litigation, in
the aggregate, will have a material adverse effect on SMCP.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
10.01 Loan and Security Agreement dated June 30,
1997, by and between Showboat Marina Casino
Partnership and Finova Capital Corporation;
Intercreditor and Subordination Agreement
dated June 30, 1997, by and among Finova
Capital Corporation, Firstar Bank of
Minnesota, N.A. and Showboat Marina Casino
Partnership; DLJ Intercreditor and
Subordination Agreement dated June 30, 1997,
by and among Finova Capital Corporation,
Donaldson Lufkin & Jenrette Securities
Corporation, DLJ Capital Funding, Inc. and
Showboat Marina Casino Partnership; Secured
Promissory Note dated June 30, 1997, by and
between Showboat Marina Casino Partnership
and Finova Capital Corporation; and Vessel
Chattel Mortgage dated June 30, 1997, by and
between Showboat Marina Casino Partnership
and Finova Capital Corporation.
27.01 Financial Data Schedule
(b) Reports on Form 8-K
None.
13
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.
Date August 14, 1997 SHOWBOAT MARINA CASINO
PARTNERSHIP, an Indiana general
partnership
By: SHOWBOAT MARINA INVESTMENT By: SHOWBOAT MARINA PARTNERSHIP
PARTNERSHIP, an Indiana general an Indiana general
partnership, a general partner partnership, a partner
By: SHOWBOAT INDIANA INVESTMENT By: SHOWBOAT INDIANA INVESTMENT
LIMITED PARTNERSHIP, a Nevada LIMITED PARTNERSHIP, A
limited partnership, a general Nevada limited partnership,
partner a general partner
By: SHOWBOAT INDIANA, INC., a Nevada By: SHOWBOAT INDIANA, INC., a
corporation, its general partner Nevada corporation, its
general partner
By: /s/ J. Keith Wallace By: /s/ J. Keith Wallace
J. Keith Wallace J. Keith Wallace
President and Chief Executive President and Chief
Officer Executive Officer
By: /s/ Joseph G. O'Brien III By: /s/ Joseph G. O'Brien III
Joseph G. O'Brien III Joseph G. O'Brien III
Vice President Finance and Chief Vice President Finance and
Financial Officer Chief Financial Officer
By: WATERFRONT ENTERTAINMENT AND By: WATERFRONT ENTERTAINMENT
DEVELOPMENT, INC., an Indiana AND DEVELOPMENT, INC., an
corporation, a general partner Indiana corporation, a
general partner
By: /s/ Michael A. Pannos By: /s/ Michael A. Pannos
Michael A. Pannos Michael A. Pannos
President President
By: /s/Thomas S. Cappas By: /s/ Thomas S. Cappas
Thomas S. Cappas Thomas S. Cappas
Treasurer (principal financial Treasurer (principal
officer) financial officer)
SHOWBOAT MARINA FINANCE
CORPORATION, a Nevada
corporation
By: /s/ Michael A. Pannos
Michael A. Pannos
Secretary
By: /s/ Joseph G. O'Brien, III
Joseph G. O'Brien, III
Vice President Finance and
Chief Financial Officer
14
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
10.01 Loan and Security Agreement dated June 30,
1997, by and between Showboat Marina Casino
Partnership and Finova Capital Corporation;
Intercreditor and Subordination Agreement
dated June 30, 1997, by and among Finova
Capital Corporation, Firstar Bank of
Minnesota, N.A. and Showboat Marina Casino
Partnership; DLJ Intercreditor and
Subordination Agreement dated June 30,
1997, by and among Finova Capital
Corporation, Donaldson Lufkin & Jenrette
Securities Corporation, DLJ Capital
Funding, Inc. and Showboat Marina Casino
Partnership; Secured Promissory Note dated
June 30, 1997, by and between Showboat
Marina Casino Partnership and Finova
Capital Corporation; and Vessel Chattel
Mortgage dated June 30, 1997, by and
between Showboat Marina Casino Partnership
and Finova Capital Corporation.
27.01 Financial Data Schedule