<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 SEPTEMBER 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____
This company is not an SEC registrant
As of September 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 three months and the nine months ended
September 30, 1998 and September 30, 1997
Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997
Consolidated Statements of Stockholders'
Equity for year ended December 31, 1997
and the nine months ended September 30,
1998
Consolidated Statements of Cash Flows for
the nine months ended September 30, 1998
and September 30, 1997 and December 31, 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 AND RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
Unaudited Audited
September 30, 1998 December 31, 1997
--------------------- -----------------
CURRENT ASSETS
Cash and cash equivalents $5,656 $5,832
Restricted Cash 56 55
Accounts receivable, net of allowance for doubtful accounts 1,334 1,048
Inventories 409 271
Prepaid expenses 943 590
--------------------- ------------------
Total current assets 8,398 7,796
--------------------- ------------------
PROPERTY AND EQUIPMENT, net 46,003 46,777
--------------------- ------------------
OTHER ASSETS 687 415
--------------------- ------------------
Total Assets
$55,088 $54,988
===================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $991 $1,346
Accrued Salaries and benefits 2,276 1,490
Accrued Jackpots 1,174 999
Accrued taxes payable 1,471 1,707
Other accrued expenses 646 2,473
Accrued Interest 670 664
Current Portion LTD 2,054 1,374
--------------------- ------------------
Total Current Liabilities 9,282 10,053
--------------------- ------------------
LONG-TERM DEBT 39,077 38,024
Total liabilities 48,359 48,077
--------------------- ------------------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 20,000,000 shares authorized,
10,000,000 shares issued and outstanding 100 100
Additional paid in capital 47,382 47,382
Accumulated deficit (40,754) (40,571)
--------------------- ------------------
Total stockholders' equity $6,728 $6,911
--------------------- ------------------
Total liabilities and stockholders' equity $55,087 $54,988
===================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC & SUBSIDARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
Three Mths Ended Nine Months Ended
------------------------------------------- ---------------------------------------------
<S> <C> <C> <C> <C>
September 30, 1998 September 30, 1997 September 30, 1998 September 30, 1997
REVENUES:
Casino 16,920 16,178 45,806 45,233
Rooms 1,035 1,076 2,835 2,806
Food and beverages 3,173 2,680 8,497 8,056
Other 225 194 699 537
------------------ ------------------- ------------------- ----------------------
Gross Revenues 21,353 20,128 57,837 56,632
Less: Promotional allowances (2,633) (2,246) (6,818) (6,580)
------------------- ------------------- ------------------- ----------------------
NET REVENUES 18,720 17,882 51,019 50,052
------------------- ------------------- ------------------- ----------------------
COSTS AND EXPENSES:
Casino 7,942 7,806 22,664 22,576
Rooms 571 390 1,509 1,641
Food and beverages 2,869 2,325 7,608 6,831
General and administrative 2,585 3,483 8,306 9,538
Utilities 402 373 1,048 986
Depreciation and amortization 1,004 1,419 2,930 3,129
Lease expense 661 774 2,007 2,271
Other 196 188 532 527
------------------- ------------------- ------------------- ----------------------
Total Expenses 16,230 16,758 46,604 47,499
------------------- ------------------- ------------------- ----------------------
Income/Loss from operations 2,490 1,124 4,415 2,553
------------------- ------------------- ------------------- ----------------------
Other income/expense:
Gain/loss sale off assets (18) (2) 72 4
Restructuring/Corporate Expenses (430) (2,456) (1,127) (3,158)
Interest expense, (1,187) (659) (3,578) (738)
Other income, principally interest 6 982 35 368
------------------ ------------------- ------------------- ----------------------
Total other income (expense) (1,629) (2,135) (4,598) (3,524)
Income/(loss) before provision for income taxes
and Extraordinary Items: 861 (1,011) (183) (971)
Provision for Income Tax 0 0 0 0
Income/(loss) Before Extraordinary Item-Gain
on Forgiveness of Debt 861 (1,011) (183) (971)
Extraordinary Item-Gain of
Forgiveness
Of Debt 0 107,992 0 107,992
Net Income/(loss) $861 $106,981 ($183) $107,021
=================== =================== =================== ======================
Average common shares outstanding 10,000 33 10,000 33
Income (loss) per common share $0.09 $3,241.85 ($0.02) $3,243.06
These statements do not include any adjustments for casualty loss or insurance proceeds
</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 NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED
<S> <C> <C> <C> <C>
Additional
Common Stock Paid-In Accumulated
--------------------
Shares Amount Capital Deficit Total
-------------- --------------- -----------
BALANCE, December 31, 1997 10,000,000 100,000 47,382,000 (40,571,000) 6,911,000
NET LOSS FOR THE NINE MONTHS ENDED September 30, 1998 0 0 0 (182,607) (182,607)
------------- ---------- -------------- --------------- -----------
BALANCE, September 30, 1998 10,000,000 $100,000 $47,382,000 ($40,753,607) $6,728,393
------------- ---------- -------------- --------------- -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Month Period Ended September 30, 1998 and the Year Ended
December 31, 1997
<S> <C> <C>
(Unaudited)
Nine Months Ended (Audited)
September 30, December 31,
1998 1997
------------------- --------------------
Cash Flows from Operating Activities:
Net income (loss) (183) 106,119
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 2,929 3,498
Accretion of discount on first mortgage notes payable 127 62
Increase in receivables (286) (462)
Increase in inventories (138) (76)
Increase in prepaid expense (353) (36)
(Increase) Decrease in other Assets (272) 288
(Decrease) in liabilities subj. to compromise 0 3,130
(Decrease) in liabilities not subj. to compromise (1,230) (1,653)
Gain on forgiveness of debt 0 (107,992)
Net (gain) loss on disposal of assets (72) (50)
------------------- --------------------
Total adjustments 522 2,828
Cash Flows from Investing Activities:
Purchases of property and equipment (2,333) (5,555)
Proceeds from sale of assets, net of transaction costs 250 124
------------------- --------------------
Net cash used in investing activities (2,083) (5,431)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable 2,500 2,250
Repayments of notes payable (1,114) (12,444)
Proceeds from sale of capital stock 0 3,308
------------------- --------------------
Net cash provided by financing activities 1,386 (6,886)
Net increase in cash and cash equivalents (175) (9,489)
Cash and Cash equivalents, at beginning of period 5,887 15,376
=================== ====================
Cash and cash equivalents, at end of period 5,712 5,887
=================== ====================
The accompanying notes are an integral part of these consolidated condensed 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. and
Shoreline Development Inc.) 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 principles for complete financial statements. Management believes
that all adjustments, necessary for a fair presentation have been included.
Operating results for the nine-months ended September 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 it reorganization plan that was filed February 6, 1997. The
company had been operating as a debtor-in-possession since November 18, 1994.
Under Chapter 11, certain claims against the Company in existence prior to the
filing of the petitions for relief under the Federal bankruptcy laws are stayed
while the Company continues business operations as debtor-in-possession. These
claims are reflected in the June 30, 1997 and June 30, 1996 balance sheets as
"liabilities subject to compromise."
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. An
additional Note for $2,250,000.00 for working capital was issued, 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 the 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 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 carry-forward 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
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share." This replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Basic earnings per share excludes any diluted
effects of options, warrants and convertible securities. The Company does not
currently have any warrants, options or convertible securities all such items
were nullified and void as part of the restructuring plan.
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/Corporate Expenses
Restructuring expenses primarily include legal and professional services
rendered in connection with restructuring activities. The estimated amounts of
fees incurred that have not yet been paid have been approved.
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 achieve ongoing successful operations. Such factors include the
following:
Competition - 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 surrounding 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 operator's 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. On September 25,
1998, the Company suspended operations due to Hurricane Georges. The Casino
remained closed until October 10, 1998.
PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of:
September 30, December 31,
1998 1997
__________ _____________
Land $ 18,244 $ 18,244
Casino barge, buildings and impr. 38,747 37,754
Leasehold acquisition costs 19,548 19,548
Furniture, fixtures and equipment 21,196 21,669
________ _____________
97,735 97,215
Less: Accumulated depreciation
and amortization (16,687) (15,438)
Valuation reserve (35,000) (35,000)
_________ _____________
Total property and equipment, net $ 46,048 $ 46,777
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 has imputed interest at
13.5%. The vessel, hotel, and other furniture, fixtures, and equipment secure
the Notes. 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 prepetition
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 was 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 plan anticipated a $9,000,000 equity infusion of
cash and property in return for 90% of the new common stock in the reorganized
company with the Noteholders obtaining the remaining 10% equity.
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.
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. To date the application is still pending, the
next hearing is scheduled for November 23, 1998.
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 changes in the local gaming markets and the
sale of the Tunica facility in 1995. Treasure Bay contemplates expanding its
existing operation and establishing additional gaming operations.
In July 1998, a proposed referendum that would abolish legalized gaming in the
State of Mississippi. The referendum will need 98,000 signatures to be place on
the ballot. At this time a resolution cannot be predicted with certainty. If the
initiative were passed it would force the casino to close within a two-year
period. This would have a material adverse effect on the Company.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1997
Earning Per Common Share and Net Earnings:
Net earnings decreased by $3.5 million to a loss of $1.0 million for the nine
months ended September 30, 1998 compared to the same period in the prior year.
The downturn was due to interest expense of $2.4 million in 1998 and
Cancellation of Debt of $2.0 million in 1997.
Revenues:
The Company generated $45.8 million in casino revenue and $12.0 million in gross
hotel, food, beverage, retail and other revenue during the nine months ended
September 30, 1998. During the nine months ended September 30, 1997, the Company
generated $ 45.0 million in casino revenue and $ 11.0 million in gross hotel,
food, beverage, retail and other revenue
Costs and Expenses:
Total costs and expenses decreased by $ 0.7 million. The decrease is primarily
due to a decrease in the hotel-related expenses.
Other :
Interest expense increased by $2.8 million to $3.6 million for the nine months
ended September 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. In September 1997, the company
recognized a Gain on Forgiveness of Debt for $107 million as a result of the
restructuring.
Capital resources, capital spending, and liquidity:
As of September 30, 1998, the Company had $5.6 million in non-restricted cash
and cash equivalents.
As of September 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 has imputed interest at 13.5%. The
vessel, hotel, and other furniture, fixtures, and equipment secure the Notes.
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.
Hurricane Georges: On September 25, 1998, the Mississippi Gaming Commission
required all Coast casinos to close gaming operations to prepare for Hurricane
Georges. The hurricane did caused water and wind damage to the casino and hotel.
The Company maintains property, liability, and business interruption insurance
to help offset the costs of hurricane damages. The Company has not recorded any
insurance proceeds or damage estimates.
<PAGE>
TREASURE BAY CASINO & RESORTS, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Litigation
As a result of the bankruptcy filing, all legal proceedings with respect to
prepetition claims against the Company was automatically stayed pursuant to
Section 362 of the U. S. Bankruptcy Code.
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 September 30,
1998. ts on Form 8-k were filed during the quarter ended September 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: September 16, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Sep-30-1998
<CASH> 5,712
<SECURITIES> 0
<RECEIVABLES> 1,334
<ALLOWANCES> 0
<INVENTORY> 409
<CURRENT-ASSETS> 8,398
<PP&E> 63,656
<DEPRECIATION> 17,654
<TOTAL-ASSETS> 55,088
<CURRENT-LIABILITIES> 9,282
<BONDS> 27,250
0
0
<COMMON> 100
<OTHER-SE> 6,628
<TOTAL-LIABILITY-AND-EQUITY> 55,087
<SALES> 0
<TOTAL-REVENUES> 51,019
<CGS> 0
<TOTAL-COSTS> 46,604
<OTHER-EXPENSES> 4,598
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,578
<INCOME-PRETAX> (183)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (183)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
