<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 MARCH 31, 1999
( ) 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 March 31, 1999, 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 ended March 31, 1999 and March
31, 1998
Consolidated Balance Sheets as of
March 31, 1999 and December 31, 1998
Consolidated Statements of Stockholders'
Equity for year ended December 31, 1998 and
the three months ended March 31 1999.
Consolidated Statements of Cash Flows for
the three months ended March 31, 1999 and
March 31, 1998
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
March 31, 1999 Dec. 31, 1998
----------------------
CURRENT ASSETS
- --------------
Cash and cash equivalents $4,042 $5,014
Restricted Cash 58 57
Accounts receivable, net of allowance for doubtful accounts 1,769 2,680
Inventories 296 412
Prepaid expenses 481 697
---------------------- -------------------
Total current assets 6,646 8,860
---------------------- -------------------
PROPERTY AND EQUIPMENT, net 48,236 46,489
---------------------- -------------------
OTHER ASSETS 963 1,077
---------------------- -------------------
$55,845 $56,426
====================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $2,570 $3,586
Accrued Salaries and benefits 2,306 1,539
Accrued Jackpots 851 893
Accrued taxes payable 1,648 1,796
Other accrued expenses 1,323 1,930
Accrued Interest 659 679
Current Portion LTD 1,655 1,627
---------------------- -------------------
Total Current Liabilities 11,012 12,050
---------------------- -------------------
LONG-TERM DEBT 41,696 39,823
Total liabilities 52,708 51,873
---------------------- -------------------
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 (44,345) (42,929)
---------------------- -------------------
Total stockholders' equity $3,137 $4,553
---------------------- -------------------
Total liabilities and stockholders' equity $55,845 $56,426
====================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
Three Months Ended
------------------------------------------
<S> <C> <C>
March 31, 1999 March 31, 1998
REVENUES:
Casino 15,370 14,507
Rooms 882 808
Food and beverages 2,957 2,731
Other 370 373
------------------ -------------------
Gross Revenues 19,579 18,419
Less: Promotional allowances (2,398) (2,316)
------------------ -------------------
NET REVENUES 17,181 16,103
------------------ -------------------
COSTS AND EXPENSES:
Casino 8,948 7,378
Rooms 498 471
Food and beverages 2,782 2,367
General and administrative 2,579 2,580
Utilities 323 304
Depreciation and amortization 1,043 1,086
Lease expense 710 661
Other 232 189
------------------ -------------------
Total Expenses 17,115 15,036
------------------ -------------------
Income/Loss from operations 66 1,067
------------------ -------------------
Other income/expense:
Gain/loss sale of assets 1 19
Restructuring/Corporate Expenses (374) (319)
Interest expense, (1,184) (1,139)
Other income, principally interest 75 21
------------------ -------------------
Total other income (expense) (1,482) (1,418)
Income/(loss) before provision for income taxes
and Extraordinary Items: (1,416) (351)
Provision for Income Tax 0 0
-- -
Net Income/(loss) ($1,416) ($351)
================== ===================
Average common shares outstanding 10,000 10,000
Income (loss) per common share ($0.14) ($0.04)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998(AUDITED) , and THE THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Additional
Common Stock Paid-In Accumulated
----------------------
Shares Amount Capital Deficit Total
-------------- -------------- ---------------
BALANCE, December 31, 1998 10,000,000 100,000 47,382,000 (42,929,000) 4,553,000
NET LOSS FOR THE THREE MONTHS ENDED March 31 0 0 0 (1,416,000) (1,416,000)
------------ ---------- -------------- -------------- ---------------
BALANCE, March 31, 1999 10,000,000 $100,000 $47,382,000 (44,345,000) $3,137,000
------------ ---------- -------------- -------------- ---------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TREASURE BAY GAMING & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Month Period Ended March 31, 1999 and the Year Ended
December 31, 1998
(Unaudited)
Three Months Ended (Audited)
March 31, December 31,
1999 1998
-------------------- -------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ (1,416) $ (2,358)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 1,043 3,968
Accretion of discount on first mortgage notes payable 16 232
(Decrease) Increase in receivables 911 (1,657)
(Decrease) Increase in inventories 116 (141)
(Decrease) Increase in prepaid expense 217 (82)
(Increase) Decrease in other Assets 114 (662)
(Decrease) in liabilities not subj. to compromise 589 2,183
Net (gain) loss on disposal of assets 1 (64)
-------------------- -------------------
Total adjustments 1591 1,419
Cash Flows from Investing Activities:
Purchases of property and equipment (2,790) (2,879)
Proceeds from sale of assets, net of transaction costs 0 200
-------------------- -------------------
Net cash used in investing activities (2,790) (2,679)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable 300 2,638
Repayments of notes payable (72) (2,194)
Proceeds from sale of capital stock 0 0
-------------------- -------------------
Net cash provided by financing activities 228 444
Net increase in cash and cash equivalents (971) (816)
Cash and Cash equivalents, at beginning of period 5,071 5,887
==================== ===================
Cash and cash equivalents, at end of period 4,100 5,071
==================== ===================
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. a corporation assumed through the reorganization
process. 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, 1998, 1997, and 1996. 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 three-months ended March 31, 1999 are not necessarily
indicative of the results that can be expected for the fiscal year ended
December 31, 1999.
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. 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 $73 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. For the periods ended March 31, 1999 and
March 31, 1998 the earnings per common share was determined by
dividing net earnings for the period by the number of shares
outstanding at that time.
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.
Corporate Expenses
Corporate expenses primarily include legal, audit, professional services, and
payroll associated with executive administration.
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 achieve ongoing successful operations. Such factors include the
following:
Ability to Service Debt Obligations - The Company has significant outstanding
indebtedness as of March 31, 1999, and has secured additional indebtedness
subsequent to quarter end. Incremental future borrowings are anticipated.
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, an even larger
competitor, opened in March 1999. Many of the Company's competitors have greater
financial resources than the Company.
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:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
<S> <C> <C>
Land $ 18,244 $ 18,244
Casino barge, buildings and improvements 39,526 38,747
Leasehold acquisition costs 19,548 19,548
Furniture, fixtures and equipment 25,571 23,571
--------- ---------
102,889 100,100
Less: Accumulated depreciation and amortization (19,653) (18,621)
Valuation reserve (35,000) (35,000)
--------- ---------
Total property and equipment, net $ 48,236 $ 46,489
======== ========
</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 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 conveants.
Other Long-Term Debt
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.
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. On December 2, 1998, the Company received a gaming
license in St. Croix, U.S. Virgin Islands. Treasure Bay is currently in the
process of executing a formal management agreement with Grapetree Shores to
operate a gaming facility in St. Croix, U.S. Virgin Islands. Grapetree Shores is
owned by the managing partner of the primary holder of the Company's First
Mortgage Notes (see Note 5).
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. Treasure
Bay contemplates expanding its existing operation and establishing additional
gaming operations.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 30,
1998.
Revenues:
The Company generated $17.1 million in net operating revenues during the three
months ended March 31, 1999 compared to $16.1 for the three months ended March
31, 1998, an increase of 6%. Increases were in the casino, food and beverage,
and hotel operations.
The gross casino revenue increase to $15.3 million and $4.2 million in gross
hotel, food, beverage, retail and other revenue during the three months ended
March 31, 1999. During the three months ended March 31, 1998, the Company
generated $ 14.5 million in casino revenue and $ 3.9 million in gross hotel,
food, beverage, retail and other revenue.
Costs and Expenses:
Total operating costs before corporate expenses were $17.1 million during the
three months ended March 31, 1999, compared to 15.0 million in the three months
ended March 31, 1998.
Total Casino expenses increased from $7.4 million in 1998, to $8.9 million for
the three months ended March 31, 1999. Th increase is primarily due to the
increase in promotional expenses. In an effort to offset ongoing casino
construction and anticipated competition the Company launched several innovative
marketing programs.
The food and beverage expenses were $ 2.7 million for the three months ended
March 31, 1999, compared to $2.4 million for the three months ended March 31,
1998. The 15% increase is primarily related to increased costs of goods sold.
The Company decided to increase the overall food quality.
The Company's general and administrative expenses, utilities, depreciation,
lease, and other expenses were $4.8 million for the three months ended March 31,
1999 compared to the $4.8 million for the three months ended March 31, 1998.
Other :
Interest expense increased by $45,000 to $1.2 million for the three months ended
March 31, 1999. The increase is due to additional indebtedness incurred by the
Company during 1998 and the quarter ended March 31, 1999.
Capital resources, capital spending, and liquidity:
As of March 31, 1999, the Company had $4.0 million in non-restricted cash and
cash equivalents. The decrease of approximately $970,000, is primarily
attributed to the costs associated with capital expenditures and additional
promotional expenses in the first quarter.
As of March 31, 1999, 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 convenants.
The Company expects that available cash and cash from future operations will be
adequate to fund current 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 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 estimates that the operating
loss resulting from the hurricane was $2 million.
Earning Per Common Share and Net Earnings:
The Company incurred a net loss of $1.4 million during the three months period
ended March 31, 1999, compared to a net loss of $351,000 during the three months
period ended March 31, 1998.
Net earnings decreased by $1.2 million to a loss of $1.4 million for the three
months ended March 31, 1999 compared to the same period in the prior year. The
increase in loss is primarily attributed an $1.4 million increase in promotional
expenses.
Year 2000
The Company is continually evaluating and resolving any potential problems
associated with the Year 2000. The Year 2000 problem exists because computer
applications were historically designed to use two digit fields instead of four
to designate a year, and date sensitive systems may not properly account for
2000, which could result in miscalculations or system failures. The Company has
established a Year 2000 team composed of members of the management in
conjunction with the management information department to identify and evaluate
Year 2000 issues, with respect to the Company's information systems, suppliers,
and facilities. The Company has already updated its financial reporting, payroll
processing systems, and most of its hardware to be Year 2000 compatible. The
cage and credit system, and the table and slot player tracking systems are
scheduled for upgrades in the summer of 1999.
Given the inherent risks for a project such as this and the resources required,
the timing and costs involved could differ materially from those anticipated by
the Company. There can be no assurances that these assumptions are correct, the
projects will be completed on schedule, or within budget and actual results
could differ materially. Any failure of third party systems could have a
material adverse affect on the Company.
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 March 31, 1999.
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: May 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Mar-31-1999
<CASH> 4,100
<SECURITIES> 0
<RECEIVABLES> 1,769
<ALLOWANCES> 0
<INVENTORY> 296
<CURRENT-ASSETS> 6,646
<PP&E> 69,081
<DEPRECIATION> 20,003
<TOTAL-ASSETS> 55,845
<CURRENT-LIABILITIES> 11,012
<BONDS> 27,250
0
0
<COMMON> 100
<OTHER-SE> 3,137
<TOTAL-LIABILITY-AND-EQUITY> 55,845
<SALES> 0
<TOTAL-REVENUES> 17,181
<CGS> 0
<TOTAL-COSTS> 17,115
<OTHER-EXPENSES> 374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,184
<INCOME-PRETAX> (1,416)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,416)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
