LOUISIANA CASINO CRUISES INC
10-Q, 2000-07-14
MISCELLANEOUS AMUSEMENT & RECREATION
Previous: CALPINE CORP, 424B5, 2000-07-14
Next: LOUISIANA CASINO CRUISES INC, 10-Q, EX-27, 2000-07-14




               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-Q

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                 -----------------------------

              For the Quarter Ended: May 31, 2000
                   Commission File Number N/A

                 Louisiana Casino Cruises, Inc.
     (Exact name of registrant as specified in its charter)


      Louisiana                                  72-1196619
(State or other jurisdiction of       (I.R.S. Employer Identification
incorporation or organization)                     Number)


                     1717 River Road North
                  Baton Rouge, Louisiana 70802
  (Address of principal executive offices, including zip code)

                         (225) 709-7777
      (Registrant's telephone number, including area code)

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 each of the  issuer's  classes of
common stock, as of the latest practicable date.




Common Stock, no par value
        per share                                   984,883
          Class                          Outstanding as of July 13, 2000


<PAGE>




                 LOUISIANA CASINO CRUISES, INC.


                             INDEX


                                                                        PAGE NO.


Part I     Financial Information


      Balance Sheets.......................................................1

      Statements of Operations.............................................2

      Statement of Changes in Shareholders' Equity.........................3

      Statements of Cash Flows.............................................4

      Notes to Financial Statements........................................5

      Management's Discussion and Analysis of Financial
      Condition and Results of Operations..................................8

      Quantitative and Qualitative Disclosures About
      Market Risk.........................................................10

Part II    Other Information..............................................11

Signatures................................................................12


<PAGE>


                 LOUISIANA CASINO CRUISES, INC.
                         BALANCE SHEETS
           (dollars in thousands, except share data)



                                      May 31,      November
                                                      30,
                                       2000          1999
                                      --------     ----------
ASSETS                                (unaudited)
Current assets:
    Cash and cash equivalents       $ 19,688     $   17,697
    Receivables, less allowance for
    doubtful accounts of $198
    and $152, respectively               880            468
    Prepaid and other current assets   1,692          1,214
    Income tax receivable                  -            487
    Inventories                          142            134
    Deferred tax asset - current       1,179          1,474
                                      --------     ----------
         Total current assets         23,581         21,474
Property and equipment, at cost,
less accumulated depreciation
of $23,910 and $21,011, respectively  42,813         42,403
Other assets                           1,674          1,887
                                      --------     ----------
         Total assets               $ 68,068     $   65,764
                                      ========     ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
  Accounts payable                  $  3,141     $    3,285
  Accrued liabilities                  1,352          2,080
  Accrued interest                     2,915          2,915
  Other current liabilities              322            314
                                      --------     ----------
         Total current liabilities     7,730          8,594

Senior secured notes                  53,000         53,000
Deferred tax liability                 4,554          4,044
                                      --------     ----------
         Total liabilities            65,284         65,638
                                      --------     ----------

Shareholders' equity:
    Common stock, no par value;
    10,000,000 shares authorized;
    984,883 shares issued and
    outstanding                            1              1
    Retained earnings                  2,783            125
                                      --------     ----------
         Total shareholders' equity    2,784            126
                                      --------     ----------
         Total liabilities and
         shareholders' equity       $ 68,068     $   65,764
                                      ========     ==========

                  The accompanying notes are an integral
                    part of these financial statements
                                   1
<PAGE>


                 LOUISIANA CASINO CRUISES, INC.
                    STATEMENTS OF OPERATIONS
    (dollars in thousands, except per share and share data)
                          (unaudited)
                                         Three Months           Six
                                             Ended        Months Ended
                                        ----------------  ----------------
                                        May      May      May      May
                                         31,      31,      31,      31,
                                         2000     1999     2000     1999
                                        -------  -------  ------- --------
   Revenues:
       Casino                         $ 22,741 $ 21,410 $ 45,612 $ 40,706
       Food and beverage                 1,823    1,624    3,752    3,178
       Other                               232      198      405      328
                                        -------  -------  ------- --------
                                        24,796   23,232   49,769   44,212
       Less: promotional allowance       1,488    1,200    3,058    2,386
                                        -------  -------  ------- --------
       Net revenues                     23,308   22,032   46,711   41,826
                                        -------  -------  ------- --------
   Costs and expenses:
       Casino                           10,549    9,538    20,791  18,704
       Food and beverage                   306      424       647     824
       Selling, general and
       administrative                    6,151    6,107    12,805  11,903
       Depreciation and amortization     1,479    1,308     2,899   2,574
                                        -------  -------  ------- --------
   Total operating expenses             18,485   17,377    37,142  34,005
                                        -------  -------  ------- --------
       Operating income                  4,823    4,655    9,569    7,821
   Other income (expense):
       Interest income                     157      130      263      418
       Interest expense                 (1,499)  (1,589)  (3,021)  (3,736)
                                        -------  -------  ------- --------
   Income before income taxes and
   extraordinary loss                    3,481    3,196    6,811    4,503
   Provision for income taxes            1,349    1,254    2,656    1,762
                                        -------  -------  ------- --------
   Income before extraordinary loss      2,132    1,942    4,155    2,741
   Extraordinary loss on early
   extinguishment of  debt, net             -         -        -   (1,731)
                                        -------  -------  ------- --------
   Net income                         $ 2,132   $ 1,942  $ 4,155  $ 1,010
                                        =======  =======  ======= ========
   Basic and diluted earnings per share:
       Earnings before extraordinary
       loss per share                 $  2.16  $  1.95  $  4.22   $  2.75
       Extraordinary loss per share       -        -        -       (1.74)
                                        -------  -------  ------- --------
       Earnings per share             $  2.16  $  1.95  $  4.22   $  1.01
                                        =======  =======  ======= ========
   Weighted average common shares
   outstanding                          984,883  996,883  984,883 996,883
                                        =======  =======  ======= ========
   Weighted average common
   equivalent shares outstanding        984,883  996,883  984,883 996,883
                                        =======  =======  ======= ========

                 The accompanying notes are an integral
                    part of these financial statements
                                   2
<PAGE>


                 LOUISIANA CASINO CRUISES, INC.
          STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
           (dollars in thousands, except share data)
                          (unaudited)

                                    Common Stock
                                  ----------------   Retained
                                   Shares   Amount   Earnings     Total
                                   ------   -------  ---------   --------

Balance at November 30, 1999      984,883  $   1    $   125    $    126

Dividends paid to
common stockholders                  -         -     (1,497)     (1,497)

Net income                           -         -      4,155       4,155
                                   ------   -------  ---------   --------
Balance at May 31, 2000           984,883  $   1    $ 2,783    $  2,784
                                   ======   =======  =========   ========

               The accompanying notes are an integral
                    part of these financial statements
                                   3
<PAGE>


                 LOUISIANA CASINO CRUISES, INC.
                    STATEMENTS OF CASH FLOWS
           (dollars in thousands, except share data)
                          (unaudited)


                                                Six Months
                                                   Ended
                                              ----------------
                                              May 31,   May 31,
                                               2000       1999
                                              ------  ---------
Net income                                  $ 4,155 $   1,010
Net cash flows from operating activities:
  Extraordinary loss on early
  extinguishment of debt, net                   -       1,731
  Depreciation and amortization               2,899     2,574
  Amortization of deferred costs                 82       168
  Provision for bad debt                         60        51
  Increase in receivables                      (472)     (578)
  (Increase) decrease in inventories             (8)      166
  Decrease in income tax receivables            487        -
  (Increase) decrease in prepaid and
  other assets                                 (346)      657
  (Increase) decrease in deferred tax asset     295      (414)
  Increase in accrued interest                   -      1,908
  Increase in deferred tax liability            510        93
  Increase (decrease) in accounts
  payable and other liabilities                (865)      770
                                              ------  ---------
      Net cash provided by operating
      activities                              6,797     8,136
                                              ------  ---------

Cash flows from investing activities :
  Capital expenditures                       (3,309)   (1,777)
                                              ------  ---------
      Net cash used by investing activities  (3,309)   (1,777)
                                              ------  ---------
Cash flows from financing activities:
  Proceeds from senior secured notes           -       55,000
  Repayment of increasing rate notes           -      (50,000)
  Purchase of senior secured notes             -       (2,000)
  Payment of deferred financing costs          -       (1,057)
  Purchase of common stock warrants            -       (3,749)
  Dividends paid to common stockholders      (1,497)   (1,735)
                                              ------  ---------
      Net cash used by financing activities  (1,497)   (3,541)
                                              ------  ---------

Net increase in cash and cash
equivalents                                   1,991     2,818
Cash and cash equivalents, at
beginning of period                          17,697    13,525
                                             ------  ---------
Cash and cash equivalents, at end of
period                                    $  19,688 $  16,343
                                             ======  =========

Supplemental disclosure of cash flow information:
Cash paid for interest                      $ 2,915 $   2,637
                                             ======  =========
Cash paid for income taxes                  $ 1,195 $     168
                                             ======  =========

            The accompanying notes are an integral
               part of these financial statements
                              4
<PAGE>



                 LOUISIANA CASINO CRUISES, INC.

                 NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      Louisiana Casino Cruises, Inc. a Louisiana  corporation,  (the "Company"),
owns and  operates a  riverboat  gaming facility in  Baton Rouge, Louisiana (the
"Casino  Rouge").   The Casino  Rouge is  managed by CRC  Holdings, Inc.,  doing
business as Carnival  Resorts and  Casinos ("CRC"), an  experienced  operator of
gaming facilities and  owner of approximately 60% of the Company's common stock.
The Louisiana   Gaming  Control Board (the "Board") has  granted  the  Company a
license  to conduct riverboat gaming activities.  The  Company is in the process
of renewing its gaming license (See Note 4).

      A description  of the  organization  and  operations  of the Company,  its
significant  accounting  policies  and its  financial  condition  and results of
operations  as of November 30, 1999,  are  contained  in the  Company's  audited
financial  statements  included  in its annual  report  filed on Form 10-K.  The
accompanying  unaudited financial statements for the three and six month periods
ended May 31,  2000,  and  1999,  should  be read in  conjunction  with the 1999
audited financial statements and the related notes thereto.

    The unaudited financial statements as of May 31, 2000, and for the three and
six month periods ended May 31, 2000,  and 1999, and the notes thereto have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and Rule  10-01 of  Regulation  S-X.  In the  opinion of
management,  all adjustments (consisting of normal recurring accruals) have been
included to present fairly, in all material respects,  the financial position of
the Company as of May 31, 2000, and the results of its operations and cash flows
for the three and six month  periods  ended May 31,  2000,  and 1999.  Operating
results for the three and six month  periods ended May 31, 2000,  and 1999,  are
not necessarily indicative of the results that may be expected for a full year.

    Certain  amounts in the prior periods have been  reclassified  to conform to
the current period presentation.

PROMOTIONAL ALLOWANCES

     The estimated direct costs of providing promotional allowances for food and
beverage  and other  items  have been  classified  as casino  costs and  totaled
$807,000  and  $1,693,000  for the three  and six  months  ended  May 31,  2000,
respectively, and $727,000 and $1,459,000 for the three and six months ended May
31, 1999, respectively.

NOTE 2 -  SENIOR  SECURED  NOTES,  FIRST  MORTGAGE  NOTES,  AND
REDEEMABLE COMMON STOCK WARRANTS

1999 NOTES

      Pursuant  to an  indenture,  dated as of January  27,  1999,  between  the
Company  and U.S.  Bank  Trust  National  Association,  as  Trustee  (the  "1999
Indenture"),  on January 27, 1999,  the Company  issued  $55,000,000  of its 11%
Senior  Secured Notes (the "1999  Notes"),  due December 1, 2005, in an offering
under Rule 144A under the Securities Act of 1933 ("Rule 144A") with interest due
semi-annually  beginning  June 1, 1999.  In May 1999,  the  Company  commenced a
registered  exchange offer for the private 1999 Notes and issued an equal amount
of publicly tradable 1999 Notes in exchange therefor.  The registered 1999 Notes
are identical in all material  respects to the private 1999 Notes for which they
were exchanged,  other than certain provisions  relating to registration  rights
and related liquidated damages.  The Company used the proceeds from the offering
of the 1999  Notes to defease  and  redeem  its 1998  Notes (see  below) and for
general corporate purposes. On May 28, 1999, the Company purchased $2,000,000 of
the 1999 Notes at the market price of $2,010,000 plus accrued interest.

                                   5
<PAGE>

      The 1999 Notes are  collateralized  by substantially  all of the Company's
assets,  other than certain excluded assets. The 1999 Indenture includes certain
covenants which limit the ability of the Company and its identified  "restricted
subsidiaries,"   (as  defined  in  the  1999  Indenture),   subject  to  certain
exceptions,  to: (i) incur additional indebtedness;  (ii) pay dividends or other
distributions, repurchase capital stock or other equity interest or subordinated
indebtedness; (iii) enter into certain transactions with affiliates; (iv) create
certain  liens or sell certain  assets;  and (v) enter into certain  mergers and
consolidations.

      Under the terms of the 1999 Indenture, after December 1, 2002, the Company
may, at its option,  redeem all or some of the 1999 Notes at a premium that will
decrease  over time from  105.5% to 100% of their face  amount,  plus  interest.
Prior to  December  1, 2001,  if the  Company  publicly  offers  certain  equity
securities  the Company  may, at its option,  apply  certain of the net proceeds
from those  transactions  to the  redemption of up to one-third of the principal
amount of the 1999 Notes at 111% of their face  amount,  plus  interest.  If the
Company goes through a change in control, it must give holders of the 1999 Notes
the  opportunity  to sell their 1999 Notes to the  Company at 101% of their face
amount, plus interest.

1998 NOTES

      Pursuant to an  indenture,  dated as of  November  15,  1998,  between the
Company  and U.S.  Bank  Trust  National  Association,  as  Trustee  (the  "1998
Indenture"), on November 15, 1998, the Company issued in an offering pursuant to
Rule  144A,  $50,000,000  of Senior  Secured  Increasing  Rate  Notes (the "1998
Notes"),  due December 1, 2001.  On November 25,  1998,  the proceeds  from this
offering were placed in escrow with The Bank of New York, as successor  Trustee,
to repay upon maturity the aggregate principal amount of $43,827,000 and accrued
interest outstanding on the 1993 Notes (see below).

      The 1998  Notes were  collateralized  by  substantially  all assets of the
Company, bore interest at an initial increasing rate (initially 12.25%) and were
defeased on January 27,  1999,  and  redeemed on  February  24,  1999,  from the
proceeds  of  the  offering  of  the  1999  Notes.   The  Company   incurred  an
extraordinary  loss from early  extinguishment  of the 1998 Notes of $1,731,000,
net of a tax benefit of $1,106,000.

1993 NOTES AND REDEEMABLE COMMON STOCK WARRANTS

      Pursuant to an indenture dated as of December 1, 1993, between the Company
and The Bank of New York, as successor  trustee,  the Company issued $51,000,000
of first mortgage notes (the "1993 Notes") in a private placement on December 1,
1993.  The 1993 Notes were issued with 153,000  detachable  warrants to purchase
one share of the Company's  common stock,  no par value, at a price of $0.01 per
share. Pursuant to the terms of the warrants the warrantholders had the right to
require the Company to redeem the  warrants at a price per warrant  equal to the
value of the Company's common stock as of December 1, 1998, as determined by two
independent  investment  banking  firms.  On  December  1, 1998,  the holders of
138,900  warrants  elected to have the Company redeem the warrants.  On March 1,
1999, the Company  received  valuations  from the two investment  banking firms.
Based upon the average of the values determined by the investment banking firms,
on March 8, 1999, the Company paid $3,749,000 to the holders of 138,900 warrants
who exercised their put rights.

      On December 1, 1998, the holders of the remaining  14,100 warrants elected
to exercise  their rights to purchase an equal number of shares of the Company's
common stock at a price of $0.01 per share. On September 21, 1999, at a previous
warrantholder's  request,  the Company  purchased 12,000 shares of the Company's
common stock for $324,000, the same price originally offered for the warrants.

NOTE 3 - EARNINGS PER COMMON SHARE

      For the three and six month periods ended May 31, 2000 and 1999, basic and
diluted  earnings per share ("EPS") is calculated,  in accordance with Statement
of Financial  Accounting Standard No. 128 "EPS", by dividing net income assigned
to common shareholders by the weighted average common shares outstanding.
                                   6
<PAGE>

NOTE 4 - CONTINGENCIES

     On July 6, 2000, Penn  National  Gaming, Inc. (NASDAQ:PENN) announced it is
in exclusive  discussions  to acquire CRC and  100% of the Company.  The parties
are seeking to enter into a definitive agreement within the next 30 days.  There
can be  no assurance  the parties  will  reach  agreement and any such agreement
would be subject to regulatory approval.

      Riverboat gaming licenses in Louisiana are issued for an initial five-year
term with annual renewals  thereafter.  The Company's  original five-year gaming
license was up for renewal in July 1999. On June 15, 1999, the Company  received
a  conditional  license  approval  from the Board until the  completion of their
renewal investigation. As part of the Board's renewal investigation, the Company
and each of its officers, directors,  managers, principal shareholders and their
officers and directors and key gaming  employees are subject to strict  scrutiny
and full  suitability and approval.  The factors that the Board has stated it is
considering,  among others, in order to renew the Company's license, include the
Company's  compliance  with  all the  requirements  of the  Louisiana  Riverboat
Economic Development and Gaming Control Act, the approval of various systems and
procedures,  the  demonstration  of good character  (including an examination of
criminal and civil records) and methods of business practice. The Board may also
seek to impose,  as a  condition  of the  license  renewal,  certain  Louisiana,
minority and female  employment and procurement  goals.  The Company believes it
will be successful in receiving a renewal of its license from the Board,  but no
assurance  can be given as to whether or when the license will be  extended,  or
the  extent  of any  restrictions  that may be  imposed  as a  condition  to the
issuance  thereof.  The loss,  suspension or failure to obtain a renewal of such
license would have a material adverse effect on the Company.

         The Company is also involved in various legal proceedings;  however, in
the opinion of  management,  the  resolution  of these  matters  will not have a
material effect on the financial  statements or the results of operations of the
Company.

NOTE 5 - DIVIDENDS

      The Company paid the following dividends on its common stock:

                  Payment                  Dividend      Aggregate
                    Date                   Per Share      Payment
                -------------              ----------   -------------


                January 14, 2000             $0.54       $  532,000
                March 24, 2000               $0.98       $  965,000
                June 19, 2000                $1.08       $1,064,000


NOTE 6 - INCOME TAXES

      The components of the provision for income taxes were as follows:

                            Three Months Ended         Six Months Ended
                             May 31,   May 31,        May 31,   May 31,
                              2000      1999            2000     1999
Tax provision:
  Current tax provision   $  798,000 $  634,000   $ 1,870,000  $  885,000
  Deferred tax provision     551,000    620,000       786,000     877,000
Total provision for       ---------- ----------   -----------  ----------
income tax                $1,349,000 $1,254,000   $ 2,656,000  $1,762,000
                          ========== ==========   ===========  ==========

      For the three and six months ended May 31, 1999, the provision  components
discussed  above  exclude the tax benefit of  $1,106,000  derived from the early
extinguishment of 1998 Notes discussed in Note 2.
                                        7

<PAGE>

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995

      Except for historical  information contained herein, the matters discussed
herein  are  forward  looking  statements  made  pursuant  to  the  safe  harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
statements  involve  risks  and  uncertainties,  many of which  are  beyond  the
Company's  control,  including  but not  limited to risks  relating to local and
regional  economic and business  conditions,  changes or  developments  in laws,
regulations  or  taxes,   actions  taken  or  to  be  taken  by  third  parties,
competition,  the loss of any  licenses or permits or the  Company's  failure to
obtain an  unconditional  renewal of its gaming  license on a timely  basis,  or
other factors discussed  elsewhere in this report and the documents filed by the
Company with the Securities and Exchange Commission. These factors may cause the
Company's  results to differ  materially from the statements made in this report
or otherwise made by or on behalf of the Company.

General

        The  Casino  Rouge is  one of two  riverboat gaming  facilities in Baton
Rouge. Current Louisiana  legislation authorizes  15 riverboat casinos statewide
and one land-based casino in New Orleans.   In addition,  three casinos  operate
in Louisiana on Native  American land under  compact  agreements with the state.
The Casino Rouge opened  on December 28, 1994.  The  Casino Rouge  is managed by
CRC Holdings, Inc., doing  business as Carnival Resorts  and Casinos ("CRC"), an
experienced  operator of gaming facilities and owner of approximately 60% of the
Company's common stock.

     On July 6, 2000, Penn  National  Gaming, Inc. (NASDAQ:PENN) announced it is
in exclusive  discussions  to acquire CRC and  100% of the Company.  The parties
are seeking to enter into a definitive agreement within the next 30 days.  There
can be  no assurance  the parties  will  reach  agreement and any such agreement
would be subject to regulatory approval.

Results of Operations

      Three months  ended May 31,  2000,  compared to three months ended May 31,
1999.

      The Company's  taxable casino revenues  increased 5.6% and customer counts
decreased  0.6%, for the three months ended May 31, 2000,  compared to the three
months ended May 31, 1999. According to public reports filed with the Board, the
Company's  competitor's  riverboat  taxable casino  revenues and customer counts
increased  47.9% and 19.0%,  respectively,  for the three  months  ended May 31,
2000, compared to the three months ended May 31, 1999. Those public reports also
state that the Company's  overall share of the Baton Rouge gaming market for the
three months ended May 31, 2000, and 1999, was 55.9% and 64.0% of taxable casino
revenues and 55.6% and 59.9% of admissions, respectively.

      The Company's  casino  revenues were  $22,741,000  and $21,410,000 for the
three month periods ended May 31, 2000, and 1999, respectively.  The increase in
casino  revenue was due to an increase  in the win per  passenger  for the three
months ended May 31, 2000,  of $3.63 to $56.79  compared to $53.16 for the three
months ended May 31, 1999.

      Casino  expenses for the three months ended May 31, 2000,  and 1999,  were
$10,549,000  and $9,538,000,  respectively,  which  represented  46.4% and 44.5%
respectively,  of casino revenues.  Overall casino expenses increased during the
2000 period primarily due to the market's increased gaming activity resulting in
increased gaming taxes and an increase in promotional giveaways.

      Selling,  general and  administrative  expenses for the three months ended
May 31, 2000, were $6,151,000  compared to $6,107,000 for the three months ended
May 31, 1999. The increase in selling,  general and administrative  expenses was
mainly due to an increase in revenue-based rent and management fees.

                                        8
<PAGE>

      Six months ended May 31, 2000, compared to six months ended May 31, 1999

      The Company's  taxable casino revenues and customer counts increased 11.9%
and 3.2%,  respectively,  for the six months ended May 31, 2000, compared to the
six months ended May 31, 1999. According to public reports filed with the Board,
the Company's competitor's riverboat taxable casino revenues and customer counts
increased 42.6% and 12.2%, respectively,  for the six months ended May 31, 2000,
compared to the six months ended May 31, 1999.  Those public  reports also state
that the  Company's  overall  share of the Baton Rouge gaming market for the six
months  ended May 31,  2000,  and 1999,  was 56.8% and 62.7% of  taxable  casino
revenues and 56.7% and 58.7% of admissions, respectively.

      The Company's casino revenues were $45,612,000 and $40,706,000 for the six
month periods ended May 31, 2000, and 1999, respectively. The increase in casino
revenue was due to an increase in customer  counts and win per passenger for the
six months ended May 31, 2000, of $4.51 to $57.10 compared to $52.59 for the six
months ended May 31, 1999.

      Casino  expenses  for the six months ended May 31,  2000,  and 1999,  were
$20,791,000 and $18,704,000,  respectively,  which  represented 45.6% and 46.0%,
respectively,  of casino revenues.  Overall casino expenses increased during the
2000 period  primarily  due to the market's  increased  gaming  activity and the
Company's increase in patrons, resulting in increased gaming and patron taxes.

      Selling,  general and administrative expenses for the six months ended May
31, 2000, were $12,805,000  compared to $11,903,000 for the six months ended May
31,  1999.  The  increase in selling,  general and  administrative  expenses was
mainly due to an increase in revenue-based rent and management fees.

      Net interest  expense was  $2,758,000  and  $3,318,000  for the six months
ended May 31, 2000, and 1999, respectively.  The decrease in interest expense is
related to the early extinguishment of the 1998 Notes during the 1999 period.

Liquidity and Capital Resources

      During the six months ended May 31, 2000, the Company generated $6,797,000
of cash flows from operations as compared to $8,136,000 for the six months ended
May 31, 1999. The decrease in cash flows from operations was primarily due to an
increase in accrued  interest for the six months ended May 31, 1999, as a result
of  interest  due on the 1998 Notes being paid in  November  1998,  offset by an
increase in net income during the six months ended May 31, 2000.

      Cash flows used by investing  activities  were  $3,309,000 and $1,777,000,
respectively,  for the six  months  ended  May 31,  2000 and May 31,  1999.  The
increase  in the use of funds  was  primarily  due to  expenditures  related  to
renovation of Casino Rouge and expansion of the Company's parking lot.

      Financing  activities  for  the  six  months  ended  May  31,  2000,  used
$1,497,000  of  cash  flow  to pay  dividends  on the  Company's  common  stock.
Financing  activities for the six months ended May 31, 1999, used cash flows for
dividend  payments to shareholders  of $1,735,000,  the purchase of common stock
warrants for $3,749,000 and the purchase of $2,000,000 of the  outstanding  1999
Notes offset by the net proceeds from the issuance of the 1999 Notes.

      The Company  believes that cash on hand and  operating  cash flows will be
sufficient to fund its current operations, capital expenditures and debt service
obligations.  As a result of debt  restrictions,  the  ability of the Company to
incur additional indebtedness to fund operations or to make capital expenditures
is limited.  To the extent that cash flow from  operations  is  insufficient  to
cover cash  requirements,  the  Company  would be  required  to curtail or defer
certain  capital  expenditures  under these  circumstances,  which could have an
adverse effect on the Company's operations.

                                        9
<PAGE>

QUANTITATIVE   AND   QUALITATIVE    DISCLOSURES   ABOUT   MARKET
RISK

Not applicable.
                                        10

<PAGE>



 PART II
                       OTHER INFORMATION

Item 1.    Legal Proceedings

      None

Item 2.    Changes in Securities and Use of Proceeds

      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)  Exhibits - Exhibit 27 Financial Data Schedule as of May 31, 2000, and
           for the six months then ended

      (b)  Reports on Form 8-K - None


                                        11
<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.

                                    LOUISIANA   CASINO  CRUISES, INC.


      Dated: July 13, 2000
                                   By:       /s/ W. Peter Temling
                                                 W. Peter Temling,
                                              Chief Financial Officer


                                        12



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission