UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-17529
EUROPA CRUISES CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 59-2935476
- - ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
150 153rd Avenue, Suite 200, Madeira Beach, Florida 33708
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(813) 393-2885
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(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 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 equity, as of the latest practicable date:
Number of Shares Outstanding
At March 31, 1995
----------------------------
17,465,259
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EUROPA CRUISES CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
ITEM 1 Consolidated Statements of Operations for
------ the Three Months Ended March 31, 1995 and 1994. 2
Consolidated Balance Sheets as of March 31, 1995
and December 31, 1994. 3-4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1995 and 1994. 5-6
Notes to Consolidated Financial Statements 7-8
ITEM 2 Management's Discussion and Analysis of Financial
------ Condition and Results of Operations for the Three
Months Ended March 31, 1995 and 1994. 9
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings 11
------
ITEM 6 Exhibits and Reports on Form 8K 11
------
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1 Financial Statements
------
The interim unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310
(b) of Regulation S-B and therefore do not include all information and
footnotes necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted
accounting principles.
In the opinion of the Company, such financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the financial position as of March 31, 1995 and the results of
operations and cash flows for the three months ended March 31, 1995 and
1994. Operating results for the three months ended March 31, 1995 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1995. For further information, refer to the financial
statements contained in the Form 10-KSB Annual Report pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year
ended December 31, 1994.
1
EUROPA CRUISES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31
---------------------------
1995 1994
---------- ----------
Revenues
Casino revenue $3,656,831 $2,151,790
Passenger fares 1,317,164 1,854,589
Beverage 367,243 487,273
Charter fees 258,660 -0-
Other 71,243 45,944
---------- ----------
5,671,141 4,539,596
---------- ----------
Costs and Expenses:
Vessel operating 2,545,031 2,500,855
Casino operations 1,120,850 53,134
Administrative and general 829,736 599,241
Advertising and promotion 536,781 506,441
Depreciation and amortization 191,870 179,673
Interest, net 196,776 69,125
---------- ----------
5,421,044 3,908,469
---------- ----------
Net income before income taxes 250,097 631,127
Provision for income taxes-current
-0- 15,000
---------- ----------
Net income 250,097 616,127
Preferred stock dividends 71,324 15,000
---------- ----------
Net income applicable to common
stock 178,773 601,127
========== ==========
Net income per common and
common share equivalents-primary and fully-diluted
$ 0.01 $ 0.04
========== ==========
Weighted average number of
common and common equivalent
shares outstanding-primary
and fully diluted 17,565,416 15,087,415
2
EUROPA CRUISES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, 1995 December 31, 1994
-------------- -----------------
Current Assets:
Cash and cash equivalents $ 2,973,445 $ 3,121,794
Accounts receivable 102,416 83,721
Prepaid insurance and other 1,294,673 1,468,777
----------- -----------
Total current assets 4,370,534 4,674,292
Vessels, equipment and fixtures, less
accumulated depreciation 13,938,186 14,026,531
Investment in and advances to
unconsolidated affiliate 271,022 271,022
Land under development for dockside
gaming 4,100,000 4,100,000
Dockside gaming development costs 588,865 455,455
----------- -----------
$23,268,607 $23,527,300
=========== ===========
3
EUROPA CRUISES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
March 31, 1995 December 31, 1994
-------------- -----------------
Current Liabilities:
Accounts payable and accrued liabilities $ 2,403,933 $ 2,306,594
Current maturities of long-term debt 5,758,231 4,631,383
Unearned cruise revenues 183,674 192,621
----------- -----------
Total current liabilities 8,345,838 7,130,598
----------- -----------
Long-term debt less current maturities 3,571,017 5,288,723
----------- -----------
Total liabilities 11,916,855 12,419,321
----------- -----------
Stockholder's equity:
Preferred stock, $.01 par value;
shares authorized 5,000,000; outstanding
3,216,000; ($5,126,580 aggregate
liquidation preference) 32,160 32,160
Common stock, $.001 par value-
shares authorized 50,000,000;
issued 23,517,314; outstanding 17,465,259
and 17,403,615, respectively 23,517 23,517
Additional paid-in-capital 23,523,724 23,523,724
Unearned ESOP Shares (7,110,548) (7,175,548)
Deficit (4,926,945) (5,105,718)
Treasury stock, at cost,
1,300,000 shares (190,156) (190,156)
----------- -----------
Total stockholders' equity 11,351,752 11,107,979
----------- -----------
$23,268,607 $23,527,300
=========== ===========
4
EUROPA CRUISES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
1995 1994
--------------- ----------------
Operating Activities:
Net Income $ 250,097 $ 631,127
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 191,870 179,673
Release of ESOP shares 65,000 -0-
Decrease (increase) in:
Accounts receivable (18,695) 200,453
Prepaid expenses 174,104 65,694
Other current assets -0- (112,390)
Increase (decrease) in:
Accounts payable and accrued liabilities 41,015 (1,394,672)
Unearned cruise revenues (8,947) 146,667
Deposits -0- (89,759)
---------- -----------
Cash provided by (used in) operating
activities 694,444 (373,207)
--------- -----------
Investing activities:
Purchases of property and equipment (103,525) (96,333)
Development costs for dockside gaming (133,410) -0-
--------- -----------
Cash (used in) investing activities $(236,935) $ ( 96,333)
--------- -----------
5
EUROPA CRUISES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
1995 1994
------------ ------------
Financing activities:
Proceeds from issuance of common stock $ -0- $1,314,574
Payment of notes and long-term debt (590,858) (493,485)
Preferred stock dividends (15,000)
---------- ----------
Cash provided by (used in) financing (605,858) 821,089
activities ---------- ----------
Net increase (decrease) in cash and cash
equivalents (148,349) 351,549
Cash and cash equivalents,
beginning of period 3,121,794 228,915
---------- ----------
Cash and cash equivalents,
end of period $2,973,445 $ 580,464
========== ==========
6
EUROPA CRUISES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. General
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB, and therefore do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles.
In the opinion of the Company, such financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to present
fairly the financial position as of March 31, 1995, and the results of
operations and cash flows for the three month period then ended.
Note 2. Employee Stock Ownership Plan
On August 18, 1994, the Company established the Europa Cruises Corporation
Employee Stock Ownership Plan (the "ESOP"). The ESOP, which is intended to be a
qualified retirement plan under the provisions of Section 401(a) of the Internal
Revenue Code and an employee stock ownership plan within the meaning of Section
4975(3)(7) of the Internal Revenue Code, was established primarily to invest in
stock of the Company. All employees as of December 31, 1994 and subsequent new
employees having completed one year of service are eligible to participate in
the ESOP. The Company also established a trust called Europa Cruises
Corporation Employee Stock Ownership Plan Trust Agreement to serve as the
funding vehicle for the ESOP. On August 21, 1994, the Company loaned $4,275,000
to the ESOP in exchange for a ten-year promissory note bearing interest at eight
percent per annum. On August 24, 1994, the ESOP purchased 2,880,000 shares of
the Company's Common Stock with the proceeds of the loan. On August 25, 1994
the Company loaned an additional $3,180,000 to the ESOP in exchange for a ten
year promissory note bearing interest at eight percent per annum. On August 26,
1994, the ESOP purchased an additional 2,120,000 shares of the Company's Common
Stock with the proceeds of the loan. The shares of common stock are pledged to
the Company as security for the loans. The promissory notes are payable from
the proceeds of annual contributions made by the Company to the ESOP.
Subsequent to December 31, 1994, the Company agreed to extend the maturity of
the loans to twenty years.
Shares are allocated to the participants' accounts in relation to
repayments of the loans from the Company. Cash dividends paid by the Company,
are used to repay the loans from the Company or allocated to the participants'
accounts at the discretion of the plan administrator and stock dividends are
allocated to the participants' accounts. No dividends have been paid by the
Company.
Compensation expense for the quarter ended March 31, 1995 aggregated
$65,000. As of March 31, 1995, no shares have been allocated to the
participants' accounts, 247,945 shares have been committed-to-be-released and
4,752,055 shares with a fair market value of $4,306,550 are unearned.
Note 3. Net Income Per Share
Net income per share is based on net income after preferred stock dividend
requirements and the weighted average number of common shares outstanding during
each year after giving effect to stock options and warrants considered to be
dilutive common stock equivalents. It is assumed that all dilutive stock
options and warrants are exercised at the beginning of each year and that the
proceeds are used to purchase up to 20 percent of the outstanding shares of the
Company's common stock with any remaining proceeds utilized to repay
indebtedness.
7
Common shares outstanding includes issued shares less shares held in
treasury and the 4,752,055 unallocated and uncommitted shares held by the ESOP
trust at March 31, 1995. Fully diluted net income per common and common
equivalent share is not materially different from primary net income per share.
Note 4. Income Taxes
The Company's taxable income has been offset substantially by the
utilization of net operating loss carryforwards.
Note 5. Material Contingencies
On November 28, 1994, the Florida Department of Revenue (DOR) issued to the
Company a Notice of Intent to make Sales and Use Tax Audit Changes for the prior
February 1, 1989 through June 30, 1994. The proposed audit changes, including
penalties and interest total $6,515,681. The Company is challenging the proposed
sales tax audit changes. If the Company is not successful in challenging the
proposed audit changes, the additional tax the Company would be required to pay,
would have a major substantial adverse impact on the Company's financial
condition. See "Liquidity and Capital Resources."
The Company's liability, if any, for damages arising out of the condition
of the EuropaJet upon its redelivery to Sea Lane remains in dispute. The Company
believes its liability for required repairs and maintenance to the EuropaJet
when the vessel was returned to Sea Lane is approximately $150,000. However, the
owners of the vessel have informed the Company that they believe the Company's
liability for damages to the EuropaJet under the charterparty agreement is
approximately $700,000. The amount of the Company's liability to Sea Lane will
be determined in an arbitration proceeding. See "Legal Proceedings."
On July 30, 1993, Charles Liberis attempted to exercise 1,417,500 Europa
Common Stock purchase options at $.15625. The Company refused Liberis' attempt
to exercise these options. On August 30, 1993, Charles S. Liberis filed a
Complaint for Specific Performance of Stock Options against the Company in
Delaware Chancery Court. On or about October 7, 1993, the Company filed an
Answer denying the substantive allegations of the complaint and asserting
counterclaims essentially similar to the claims set forth in Europa's complaint
in the Florida Federal Action. Liberis filed his reply to the counterclaims
denying the substantive allegations of the counterclaims on or about October 27,
1993. On May 2, 1995, Liberis amended his Complaint seeking damages for Europa's
refusal to allow Liberis to exercise his stock options. Because any shares
issued to Liberis pursuant to exercise of the stock options are "restricted
securities," and could not have been sold prior to August 1, 1995, the Company
believes there is no basis for Liberis' damage claim. The parties have completed
discovery and trial in this matter is scheduled to commence on May 22, 1995.
On March 15, 1995, Europa Cruises of Florida 1, Inc. and Europa Cruises of
Florida 2, Inc. were named as defendants along with thirty-one other defendants
in a class action filed in the U.S. District Court in Orlando, Florida against
the owners, operators and distributors to cruise ship casinos which utilized
casino video poker machines and electronic slot machines alleging violations of
the Federal Civil RICO statute, common law fraud and deceit, unjust enrichment
and negligent misrepresentation. The plaintiff in this action had brought a
similar action against most major land-based casino operators in the United
States. The earlier action, which did not name the Company or any of its
subsidiaries as defendants, was transferred from the U.S. District Court in
Orlando, Florida to the U.S. District Court in Las Vegas, Nevada. The plaintiff
contends in both actions that the defendants, owners and operators of casinos,
including cruise ship casinos along with the distributors and manufacturers of
video poker machines and electronic slot machines have engaged in a course of
fraudulent an misleading conduct intended to induce people to play their
machines based on a false understanding that these machines operate in a truly
random fashion. The plaintiff alleges these machines actually follow fixed,
preordained sequences that are not random, but rather are both predictable and
subject to manipulation by defendants and others. The plaintiff seeks damages in
excess of $1 billion dollars against all defendants. Although this action is in
the very early states, management believes there is no support for plaintiffs
factual claims and the company intends to vigorously defend this lawsuit.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations for the Three Months Ended March 31, 1995
- - ---------------------------------------------------------------
Revenues
- - --------
Revenue from casino operations increased by approximately $1.5 million or
70% in the first quarter of 1995 over the comparable period of 1994, primarily
due to the Company operating casinos on board four vessels in 1995 as compared
to three vessels in 1994, coupled with the Company's internalization of its
casino operation.
Revenue from passenger fares and beverage sales decreased by $657,000 from
1994. The decrease is attributable to the lowering of passenger fares, which
resulted in increased occupancy per cruise. The Company operated 626 cruises
and carried 103,239 passengers in 1995 as compared to 450 cruises and 82,998
passengers in 1994.
During the first quarter of 1995 the Company received $259,000 under a
November, 1994 charter agreement of the M/V Stardancer which was purchased in
1994. The charter agreement expired April 30, 1995. The Company has negotiated
a new six month agreement with a six month renewal option. The Stardancer will
be redeployed in mid-May after undergoing routine drydock maintenance.
Vessel Operating Expenses
- - -------------------------
Vessel operating expenses increased by $123,000 as a result of an increase
in payroll, maintenance and fuel costs, due to four vessels operating in 1995 as
opposed to three in 1994.
Casino Operating Expenses
- - -------------------------
Casino operating expenses increased significantly in the current quarter,
since the Company took over the management of the casinos. As a result of the
Company internalizing its casino operations, the Company anticipates continued
increases in casino expenses as compared to prior periods in which the gaming
operations were concessioned out.
Administration and General Expenses
- - -----------------------------------
Administrative and general expenses increased by approximately $230,000
over the comparable quarter of 1994, primarily due to; compensation expense
related to the ESOP $65,000, and increases in legal and professional fees
$121,000 and insurance $38,000.
Advertising and Promotion
- - -------------------------
Advertising and promotion increased by approximately $30,000 or about 6% in
1995.
8
Interest, Net
- - -------------
Interest, net of interest income of $57,000 amounted to $197,000 in the
first quarter as opposed to $69,000 in the prior year. This increase, in part,
is related to increased borrowing.
Liquidity and Capital Resources
- - -------------------------------
The Company's working capital deficiency increased to $4.0 million at
March 31, 1995 from $2.5 million at December 31, 1994. Current maturities of
long-term debt increased by $1.1 million reflecting February, 1996 balloon
payments due on vessel mortgages. Included in current liabilities is the
$2,000,000 first mortgage on the Company's Diamondhead, Mississippi property,
which is due June 30, 1995. Cash provided by operations in the first quarter of
1995 was $694,000. Depreciation, release of ESOP shares, a decrease in prepaid
expenses and an increase in accounts payable and accrued expense; more than
offset changes in accounts receivable and increased unearned cruise revenues.
Cash provided by operations was used to purchase property and equipment of
$104,000, for dockside development costs $133,000, debt reduction $491,000 and
preferred stock dividends $15,000. Cash and cash equivalents decreased $148,000
from December 31, 1994.
On November 28, 1994, the Florida Department of Revenue (DOR) issued to the
Company a Notice of Intent to make Sales and Use Tax Audit Changes for the
period February 1, 1989 through June 30, 1994. The proposed audit changes,
including penalties and interest total $6,515,681. The DOR seeks to assess
sales tax on gaming revenue, passenger fares, the purchase and sale of fixed
assets, repairs and other items. The Company strongly disagrees with the
proposed audit changes and intends to vigorously contest the factual, statutory,
and regulatory issues which form the basis for the proposed audit changes.
However, if the Company is not successful in challenging the proposed audit
changes, the additional tax the Company would be required to pay, would have a
major substantial adverse impact on the Company's financial condition.
On June 28, 1989, the Department of Revenue issued Technical Assistance
Advisement (TAA 89(A) - 034 to Europa Cruise Line, Ltd. (the entity which is now
known as Europa Cruises Corporation). This TAA appeared to resolve the
admissions tax issue and the tax on purchases issued in favor of Europa. The
Department revised this TAA in 1990, purporting to "clarify" that it had
actually intended to conclude that the admissions tax was applicable. The
revision did not revisit the tax on purchases. On April 21, 1995, the Assistant
General Counsel for the Florida Department of Revenue issued a recommendation to
the auditor responsible for the Europa sales tax assessments that the TAA issued
on June 28, 1989 should be honored. Therefore, the Assistant General Counsel
recommended that the assessment for Europa Cruise Line Ltd. be eliminated for
the period from June 28, 1989 to May 2, 1990. The Assistant General Counsel
further recommends that the TAA be honored for all purchases made by Europa
Cruise Line, Ltd., if such purchases were for supplies appropriate to carry out
the purposes for which the Vessel was designed. The recommendation is limited to
assessments for Europa Cruise Line, Ltd. However, the Company intends to pursue
the argument that the successor entities are entitled to the benefits of the
TAA. The recommendation of General Counsel for the Department of Revenue
regarding the TAA will reduce the sales tax assessment by the Department of
Revenue. However, it is not possible for the Company to estimate the amount of
the reduction in the sales tax assessment at this time.
On March 22, 1995, the Company received a loan commitment letter from First
Union National Bank of Florida for approximately $6,764,000. The proceeds of
this loan will be used to restructure all of the existing secured debt of the
Company and its subsidiaries. This loan was expected to close on April 19,
1995. However, the Bank, after reviewing the Company's 1994 year-end results as
reported on Form 10-KSB determined to postpone the closing until the Bank was
able to review the Company's 1995 first quarter results. On May 9, 1995, the
Bank advised the Company that it would proceed to fund the loan on the terms set
forth in the loan commitment letter dated March 22, 1995. The loan closing is
scheduled to take place on May 16, 1995. However, funding of the loan will
probably not occur for seven days after the closing date. Until funding occurs
the Bank reserves the right to withdraw from the loan commitment.
9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
In February, 1994, following attachment of one of the Company's vessels by
Sea Lane, the Company entered into a partial settlement agreement with Sea Lane
with respect to the Company's obligations under the Bareboat Charter Agreement.
With respect to unpaid charterhire, the Company paid the sum of $250,000 to Sea
Lane plus an additional $386,000 in monthly payments of $30,000 per month plus
interest at the rate of six percent (6%) per annum. The Company's liability, if
any for damages arising out of the condition of the EuropaJet upon its
redelivery to Sea Lane remains in dispute. The Company believes its liability
for required repairs and maintenance to the EuropaJet when the vessel was
returned to Sea Lane is approximately $150,000. However, the owners of the
vessel have informed the Company that they believe the Company's liability for
damages to the EuropaJet under the charterparty agreement is approximately
$700,000. The Settlement Agreement further provides that if the Company and
Sea Lane are unable to settle this dispute with respect to the condition of
EuropaJet when it was re-delivered to Sea Lane, the amount of the Company's
remaining obligation to Sea Lane would be determined in binding arbitration. On
September 26, 1994, Sea Lane has filed a Petition to Compel Arbitration. On
November 30, 1994, the Company filed an Opposition to the Petition to Compel
Arbitration on the grounds that the arbitration clause in the Settlement
Agreement was procured by fraud. The Company has also asked the Court to
disqualify the law firm of Douglass & Stroup from representing Sea Lane on the
grounds that Glen Kolk, maritime counsel to the Company is "Of Counsel" to the
Douglass & Stroup law firm. On April 11, 1995, the United States District Court
entered an Order granting Sea Lane's Petition to Compel Arbitration. The Court
further held that any issues regarding the continued representation of Sea Lane
by the law firm of Douglass & Stroup must be resolved by the arbitrators. The
parties have not selected arbitrators and no date for the arbitration has been
set.
Item 5. Other Information
-----------------
(a) In April 1995, Mr. Stephen M. Turner resigned as a Director of the
Company and Mr. Lester E. Bullock was named as a Director of the Company.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
No reports on Form 8-K have been filed during the quarter ended March 31,
1995.
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.
EUROPA CRUISES CORPORATION
Date: May 15, 1995 By: /s/Lester E. Bullock
-------------------------
Lester E. Bullock
President
By: /s/Charles M. Kleim
-------------------------
Charles M. Kleim
Chief Financial Officer
10