<PAGE>
COMPANY IS NOT A SEC REGISTRANT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 22-27770
-------------------------------
TREASURE BAY GAMING & RESORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 64-0835173
-------- ----------
(State of Incorporation) (IRS Employer Identification No.)
1983 Beach Blvd., Biloxi, Mississippi 39531
------------------------------------- -----
(Address of principal executive office) (Zip Code)
Indicate by check mark whether the registrant (a) has filed all reports
required to be filed by Section 13 of 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 (b) has been subject to
such filing requirements for the past 90 days.
Yes _____ No____
As of June 30, 1998, there were 10,000,000 shares of Common Stock, $0.01
par value per share, outstanding.
<PAGE>
TREASURE BAY GAMING RESORTS, INC.
INDEX
PART I. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Earnings
for the six months ended June 30, 1998
and June 30, 1997
Consolidated Balance Sheets as of
June 30, 1998 and December 31, 1997
Consolidated Statements of Stockholders'
Equity for year ended December 31, 1997
and the six months ended June 30, 1998
Consolidated Statements of Cash Flows
for the three months ended June 30, 1998
and June 30, 1997
Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 6. Exhibits and Reports On Form 8-K
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS
OF EARNINGS (unaudited) (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
Three Mths Ended Six Mths Ended
----------------------------------- ---------------------------------------
<S> <C> <C> <C> <C>
June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
REVENUES:
Casino 14,290 14,875 28,886 29,055
Rooms 975 895 1,800 1,730
Food and beverages 2,574 2,615 5,324 5,376
Other 226 162 474 343
---------------- ---------------- -------------------- ----------------
Gross Revenues 18,065 18,547 36,484 36,504
Less: Promotional allowances (1,869) (2,070) (4,185) (4,334)
---------------- ---------------- -------------------- ----------------
NET REVENUES 16,196 16,477 32,299 32,170
---------------- ---------------- -------------------- ----------------
COSTS AND EXPENSES:
Casino 8,844 8,815 17,722 17,770
Rooms 467 755 938 1,251
Food and beverages 872 776 1,739 1,506
General and administrative 3,121 3,079 5,721 6,055
Utilities 342 310 646 613
Depreciation and amortization 840 689 1,926 1,710
Lease expense 684 756 1,346 1,497
Other 167 169 336 339
---------------- ---------------- -------------------- ----------------
Total Expenses 15,337 15,349 30,374 30,741
---------------- ---------------- -------------------- ----------------
Income from operations 859 1,128 1,925 1,429
---------------- ---------------- -------------------- ----------------
Other income (expense):
Gain (loss) sale of assets 70 (8) 90 6
Restructuring Expenses (378) (357) (697) (702)
Interest expense, (1,252) (42) (2,391) (79)
Other income, principally interest 8 51 29 161
---------------- ---------------- -------------------- ----------------
Total other income (expense) (1,552) (356) (2,969) (614)
Loss before provision for income (693) 772 (1,044) 815
taxes
Provision for Income Tax 0 0 0 0
Net income (loss) (693) 772 (1,044) 815
================ ================ ==================== ================
Net income (loss) per share ($0.07) $23.39 ($0.10) $24.70
Common shares outstanding 10,000,000 33,000 10,000,000 33,000
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING AND RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousand of dollars)
June 30, 1998 Dec. 31, 1997
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $5,471 $5,832
Rest. cash 56 55
Accounts receivable, net of 1,141 1,048
allowance for doubtful accounts
Inventories 352 271
Prepaid expenses 1,082 590
---------------- ----------------
Total current assets 8,102 7,796
----------------- ----------------
PROPERTY AND EQUIPMENT, net 46,048 46,777
----------------- ----------------
OTHER ASSETS 451 415
----------------- ----------------
$54,601 $54,988
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $1,482 $1,346
Accrued Salaries and benefits 1,763 1,490
Accrued Jackpots 955 999
Accrued taxes payable 1,295 1,707
Other accrued expenses 1,046 2,473
Accrued Interest 675 664
Current Portion long-term debt 2,034 1,374
----------------- ----------------
Total Current Liabilities 9,250 10,053
----------------- ----------------
LONG-TERM DEBT 39,484 38,024
Total liabilities 48,734 48,077
----------------- ----------------
Stockholders' Equity:
Common stock, $.01 par value,
20,000,000 shares issued and
10,000,000 shares outstanding 100 100
Additional paid in capital 47,382 47,382
Current earnings (1,044) 0
Retained earnings (40,571) (40,571)
----------------- ----------------
Total stockholders' equity $5,867 $6,911
----------------- ----------------
Total liabilities and $54,601 $54,988
stockholders' equity
================= ================
See Notes To Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, (AUDITED) and
THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED
Additional
Common Stock Paid-In Accumulated
-------------------------
Shares Amount Capital Deficit Total
--------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1997 10,000,000 100,000 47,382,000 (40,571,000) 6,911,000
NET LOSS FOR THE SIX MONTHS ENDED June 30, 1998 0 0 0 (1,044,000) (1,044,000)
------------- ----------- --------------- --------------- ------------
BALANCE, June 30, 1998 10,000,000 $100,000 $47,382,000 ($41,615,000) $5,867,000
------------- ----------- --------------- --------------- ------------
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Month Period ended June 30, 1998 and June 30, 1997
(unaudited)
<S> <C> <C>
June 30, 1998 June 30, 1997
------------- -------------
Net income (loss) (1,044) 815
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 1,926 1,710
Accretion of discount on first mortgage notes payable 116 0
Increase in receivables (93) (70)
Increase in inventories (81) (7)
Increase in prepaid expense (492) (540)
(Increase) Decrease in other Assets (36) 220
(Decrease) in liabilities subject. to compromise 0 (691)
(Decrease) in liabilities not subject. to compromise (1,244) (429)
Net (gain) loss on disposal of assets (90) 6
-------------------- -----------------
Total adjustments (1,038) 1,014
Cash Flows from Investing Activities:
Purchases of property and equipment (1,386) (1,050)
Proceeds from sale of assets, net of transaction costs 278 0
-------------------- -----------------
Net cash used in investing activities (1,108) (1,050)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable 2,500 0
Repayments of notes payable (714) (52)
------------------- ----------
Net cash provided by financing activities 1,787 (52)
Net (decrease) increase in cash and cash equivalents 360 (88)
Cash and Cash equivalents, at beginning of period 5,887 15,376
==================== =================
Cash and cash equivalents, at end of period 5,527 15,288
==================== =================
See Notes to Financial Statements
</TABLE>
<PAGE>
TREASURE BAY CASINO & RESORTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements include the
accounts of Treasure Bay Gaming & Resorts, Inc., a Delaware corporation
incorporated in August 1993, and its wholly-owned subsidiaries, Treasure Bay
Corp. (TBC), a Mississippi corporation incorporated in February 1993, Shoreline
Development Inc. and Treasure Bay V.I. The Company was organized to develop, own
and operate casinos in the State of Mississippi and other emerging gaming
jurisdictions. The Company currently owns and operates a casino in Biloxi,
Mississippi.
The accompanying interim unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10Q and Article 10 of
Regulation S-X. They should be read in conjunction with the audited Shareholders
report for the years ended December 31, 1997, 1996, and 1995. Therefore, they do
not include all of the information and notes required by generally accepted
accounting principals for complete financial statements. Management believes
that all adjustments, necessary for a fair presentation have been included.
Operating results for the six-months ended June 30, 1998 are not necessarily
indicative of the results that can be expected for the fiscal year ended
December 31, 1998.
August 8, 1997 Treasure Bay Gaming & Resorts, Inc. (the "Company") received
confirmation of its reorganization plan that was filed February 6, 1997. The
company had been operating as a debtor-in-possession since November 18, 1994.
The approved plan provided that all outstanding Securities would be
canceled, annulled and extinguished. New Notes and Common Stock shall be issued.
Except as provided in the Confirmation Order the plan discharged the Company
from all claims or debts that arose before the bankruptcy date. The new equity
investor's contribution would be $9,000,000 of new value in the form of cash and
real estate. This would give the new investors ninety (90%) of the Company's new
stock. First Mortgage Trust surrendered all of the old notes and were issued new
notes in the amount of $27,250,000 and ten (10%) of the issued common stock and
lent the reorganized Treasure Bay an additional $2,250,000.00 for working
capital, for a total of $29,250,000.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Cash Equivalents, Receivable and Accounts Payable - The carrying amount
approximates fair value because of the short maturity of these instruments.
Income Taxes
The Company has filed or will file consolidated Federal and Mississippi tax
returns for the period from inception through December 31, 1993, and for the
years ended December 31, 1994, 1995, 1996 and 1997.
The Company has adopted the provisions of Statement of Financial Accounting
Standards (FAS) No. 109, "Accounting for Income Taxes", which requires, among
other things, that deferred tax assets and liabilities be recorded using the
liability method, and that deferred tax assets be recognized, subject to
appropriate reserves for realization.
The Company expects to have a net operating loss carryforward for income
tax purposes totaling approximately $90 million which will begin expiring in
2008. No net tax benefit for the losses has been recorded. The deferred tax
asset resulting from differences in the timing of the deduction of asset
valuation provisions and the capitalization and amortization of preopening
expenses for income tax purposes account for substantially all of the
differences between book and taxable income.
Earnings Per Share
The Earnings Per Share calculation for the six months ended June 30,
1997, is based on the shares outstanding at that time. In accordance with the
restructuring plan all previous stock was nullified and void.
Litigation and Contingencies
The Company adheres to FAS No. 5, "Accounting for Contingencies,"
concerning the recording of liabilities for pending litigation.
Casino Revenues and Complimentaries
In accordance with prevailing industry practice, the Company recognizes as
casino revenues the net win from gaming activities, which is the difference
between gaming wins and losses. Revenues include the retail value of rooms,
food, beverage, and other goods and services provided to customers without
charge. Such amounts are then deducted as promotional allowances.
Restructuring Expenses
Restructuring expenses primarily include legal and professional services
rendered in connection with restructuring activities. The estimated amount of
fees incurred that have not yet been paid have been approved.
Consolidated Statement of Cash Flows
The following supplemental disclosures are provided as part of the
consolidated statement of cash flows.
Accounting Standard
The Financial Accounting Standards Board has issued FAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of", effective for fiscal years beginning after December 15, 1995.
Generally, FAS No. 121 requires that long-lived assets that are expected to be
held and used in operations be reported at the lower of cost or fair value.
Long-lived assets to be disposed of are to be reported at the lower of carrying
amount or fair value less cost to sell. The Company has employed the methodology
prescribed by this standard in evaluating the carrying amounts of its long-lived
assets.
Risk Factors
Certain risk factors have been identified by the Company that may impact
its ability to restructure the Company and achieve ongoing successful
operations. Such factors include the following:
Competition - During 1995 gaming capacity in the Biloxi market decreased
due to the closure of two competing properties and has remained flat since.
However, in the future, competition on the Gulf Coast is expected to increase as
new and current casino operators expand their facilities. Imperial Palace,
Biloxi's first Las Vegas Casino opened in December 1997. Beau Rivage is expected
to open in spring 1999. Other nearby states are considering gaming legislation.
Passage of gaming in any of the states could have a negative effect on the
Company's revenues.
Licensing Risk - The Company is required, in order to operate its casino,
to maintain certain gaming licenses from the State of Mississippi. In addition,
directors and certain stockholders, officers and other key employees are
required to maintain their suitability to own and operate a casino, and in
certain cases will be required to maintain their gaming licenses. The failure of
the Company or certain of the above referenced individuals to retain the
necessary licenses or finding of unsuitability would have a material adverse
impact on the Company. The current casino operators license is valid through
April 2000.
Proposed Gaming Referendum- Anti-gaming interests have proposed a statewide
referendum intended to abolish legalized gaming in the state of Mississippi. A
modified version of that referendum is anticipated to be placed on a statewide
ballot in the year 2000. Passage of this referendum would have a negative impact
on the Company.
Severe Weather - A hurricane, flood or other severe weather could cause
significant physical damage to the Company's casino and on-shore facilities,
which could result in service interruption and reduction in the number of
potential customers traveling to the Company's casino market, which could have a
material adverse impact on the Company's operating results. The Company has not
obtained business interruption coverage for losses due to severe weather.
PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of
<TABLE>
<S> <C> <C>
June 30, December 31,
1998 1997
---- ----
Land $ 18,244 $ 18,244
Casino barge, buildings and improvements 38,747 37,754
Leasehold acquisition costs 19,548 19,548
Furniture, fixtures and equipment 21,196 21,669
Less: Accumulated depreciation and amortization 97,735 97,215
(16,687) (15,438)
-------- --------
Valuation reserve (35,000) (35,000)
Total property and equipment, net $ 46,048 $ 46,777
</TABLE>
In accordance with FAS No. 121 (see Note 3), the Company established
reserves during 1994 to reduce the value of its casino facilities to the current
estimated fair value. The Treasure Bay Biloxi casino was written down to the
lower of cost or market value. This resulted in a $35,000,000 charge to income
for Treasure Bay Biloxi for the year ended December 31, 1994.
LONG-TERM DEBT:
Long-term debt, including capital lease obligations consists of First
Mortgage Notes and other notes payable secured by furniture and fixtures. The
First Mortgage Notes are balloon notes payable in full on August 1, 2006. The
Indenture requires quarterly interest due at 12%, but have imputed interest at
13.5%. The Notes are secured by the vessel, hotel, and other furniture,
fixtures, and equipment. The Indenture requires compliance with many debt
covenants, including among other restrictions, the Company must retain a
consolidated net worth of at least $3,000,000, and numerous restrictions on
borrowings. The Company is currently in compliance with all convenants.
Other Long-Term Debt
Estimated amount of settlement agreement for pre-petition and gap
obligation due to a vendor for progressive jackpot payments and software
services. The agreement provides for additional progressive payments of 1.5% on
progressive machines for a total of thirty months. The Company has accrued
deferred rent to normalize the annual lease payments over the initial term of
the lease plus the first two renewal periods.
LIABILITIES SUBJECT TO COMPROMISE:
As described in Note 1, the Company had been operating as
debtor-in-possession under the U.S. Bankruptcy Code since November 18, 1994. As
a result of the bankruptcy proceedings, the Company was in default on
substantially all of its debt agreements as of December 31, 1996, 1995 and 1994.
In accordance with the provisions of the U.S. Bankruptcy Code, payment on the
Company's pre-petition debt has been suspended and reclassified as "Liabilities
Subject to Compromise."
The plan of reorganization settled all of the above liabilities, to date
all obligations have been paid, canceled, transferred to new notes, or remain in
the accrued liability section of the balance sheet.
OPERATING LEASES:
The Company conducts certain operations on leased property and leases
certain equipment and machinery. The Company's operating leases, including the
Company's property leases, are executor contracts.
PLAN OF REORGANIZATION:
On May 10, 1995, the Company filed a Plan of Reorganization (the
"Reorganization Plan") for consideration by creditors. Subsequently, the Company
filed a First and a Second Amended Plan of Reorganization on July 28, 1995, and
November 13, 1995, respectively. The original plan was denied confirmation by
the bankruptcy court in October 1996. Subsequent to denying the plan the Judge
recused himself from the case and the case has been transferred to a different
Judge.
On February 6,1997, the Company filed the Amended Disclosure statement for
the "Amended Joint Plan of Reorganization of Treasure Bay and First Trust
National Association as Indenture Trustee." This plan represented an agreement
between Treasure Bay, the First Mortgage Noteholders, and the Unsecured
Creditors Committee of Treasure Bay.
The reorganization plan was confirmed on August 8, 1997. In accordance with
the reorganization plan, all accounting entries have been made.
<PAGE>
TREASURE BAY CASINO & RESORTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with and is
qualified in its entirety by, the unaudited Consolidated Financial Statements
and the Notes thereto included elsewhere in this report. Additional information
can be obtained in the Company's Annual Audited Report for the year ended
December 31, 1997.
General Overview
The Company develops, constructs and manages land-based and dockside
casinos and related amenities. The Company is currently operating as a single
site facility in Biloxi, Mississippi. In May, 1998 the company applied for a
gaming license in St. Croix, U.S. Virgin Islands. The Company has a limited
operating history that may not be indicative of the Company's future
performance. Additionally, comparison of results from year to year may not be
meaningful due to the restructuring changes and changes in the local gaming
markets. Treasure Bay contemplates expanding its existing operation and
establishing additional gaming operations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997
Revenues
The Company generated $28.8 million in casino revenue and $7.6 million in
gross hotel, food, beverage, retail and other revenue during the six months
ended June 30, 1998. During the six months ended June 30, 1997, the Company
generated $ 29.0 million in casino revenue and $ 7.5 million in gross hotel,
food, beverage, retail and other revenue. The decrease in casino revenue is
primarily due to low table hold related to a few players.
Costs and Expenses
Total costs and expenses decreased by $ 0.7 million. The decrease relates
to a decrease in the promotional allowances and hotel related expenses.
Earning Per Common Share and Net Earnings
Net earnings decreased by $3.5 million to a loss of $1.0 million for the
six months ended June 30, 1998 compared to the same period in the prior year.
The downturn was due to interest expense in 1998 and Cancellation of Debt of
$2.0 million in 1997.
Other
Interest income increased by $2.3 million to $2.4 million for the six
months ended June 30, 1998. This increase is due the confirmation of the
reorganization plan which had ceased interest expense on all pre-petition
liabilities and the notes to the bondholders.
CAPITAL RESOURCES, CAPITAL SPENDING, AND LIQUIDITY
As of June 30, 1998, the Company had $5.4 million in non-restricted cash
and cash equivalents compared to $5,832 at December 31, 1997. The decrease in
cash is primarily a result of the Company's capital expenditures. During the six
months ended June 30, 1998, and June 30, 1997, the Company's capital
expenditures totaled $1,386 and $respectively.
At June 30, 1998, the Company's long-term debt included First Mortgage
Notes are balloon notes payable in full on August 1, 2006. The Indenture
requires quarterly interest due at 12%, but have imputed interest at 13.5%. The
Notes are secured by the vessel, hotel, and other furniture, fixtures, and
equipment. The Indenture requires compliance with many debt covenants, including
among other restrictions, the Company must retain a consolidated net worth of at
least $3,000,000, and numerous restrictions on borrowings. The Company is
currently in compliance with all convents.
The Company expects that available cash and cash from future operations
will be adequate to fund debt service and working capital. However, no assurance
can be made that the Company will have the capital to make some of the capital
improvements that may be necessary to remain competitive in the local market.
FORWARD-LOOKING STATEMENTS
Certain information in this 10-Q and other materials filed or to be filed
by the Company with the Securities Exchange Commission (as well as information
included in oral or written statements made or to be made by the Company)
contains statements that are 'forward-looking under the Federal Private
Securities Litigation Reform Act of 1995.
Statements that include projections, objectives, future developments and
future economic performance are all forward-looking statements. These statements
are the best judgement of the Company, based on information available at the
time. All forward-looking statements are subject to risk and uncertainties that
could affect future results.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Litigation
In the ordinary course of business and in connection with its bankruptcy
filing the Company has become involved in numerous legal matters. The most
significant IS a claim by Santa Fe Gaming Corp. (Santa Fe) for approximately
$14 million relating to the termination of its Management Agreement alleging
purported violations of Rule 10(b) and 10(b)-5 of the Securities Exchange Act.
As a result of the bankruptcy filing, all legal proceedings with respect to
prepetition claims against the Company were automatically stayed pursuant to
Section 362 of the U. S. Bankruptcy Code. Liability, if any, will be determined
by the Bankruptcy Court and considered in the plan of reorganization.
ITEM 2 - CHANGES INS SECURITIES - None
ITEM 3. - DEFAULTS UPON SENIOR SECURITIES - None
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS- None
ITEM 5. - OTHER INFORMATION - None
ITEM 6- EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-k were filed during the quarter ended June 30, 1998.
<PAGE>
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.
TREASURE BAY GAMING & RESORTS, INC.
By /S/ LEE ANN HUNTER
-------------------------
LEE ANN HUNTER
Director of Finance
Dated: August 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Jun-30-1998
<CASH> 5,471
<SECURITIES> 0
<RECEIVABLES> 1,141
<ALLOWANCES> 0
<INVENTORY> 352
<CURRENT-ASSETS> 8,102
<PP&E> 62,735
<DEPRECIATION> 16,687
<TOTAL-ASSETS> 54,601
<CURRENT-LIABILITIES> 9,250
<BONDS> 27,250
0
0
<COMMON> 100
<OTHER-SE> 5,767
<TOTAL-LIABILITY-AND-EQUITY> 54,601
<SALES> 0
<TOTAL-REVENUES> 32,299
<CGS> 0
<TOTAL-COSTS> 20,399
<OTHER-EXPENSES> 9,975
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,391
<INCOME-PRETAX> (1,044)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,044)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> 0
</TABLE>
