UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 333-105587
The Old Evangeline Downs, L.L.C. |
| The Old Evangeline Downs Capital Corp. |
(Exact name of registrant as specified in its charter) |
| (Exact name of registrant as specified in its charter) |
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Louisiana |
| Delaware |
(State or other jurisdiction of |
| (State or other jurisdiction of |
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72-1280511 |
| 25-1902805 |
(I.R.S. Employer Identification No.) |
| (I.R.S. Employer Identification No.) |
P.O. Box 2449
Opelousas, Louisiana 70570-2449
(866) 472-2466 (563) 583-7005
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Securities registered pursuant to Section 12 (g) of the Act: None
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 twelve 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 ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
All of the common equity interests of The Old Evangeline Downs, L.L.C. are held by OED Acquisition, LLC. The Old Evangeline Downs Capital Corp. is a wholly-owned subsidiary of the The Old Evangeline Downs, L.L.C.
Explanatory Note
On March 30, 2004, The Old Evangeline Downs, L.L.C. and The Old Evangeline Downs Capital Corp. filed with the Securities and Exchange Commission their Annual Report on Form 10-K for the year ended December 31, 2003 (the “Initial 10-K”). Subsequent to the filing of the Initial 10-K, omissions were discovered in the exhibit list in Item 15 of the Initial 10-K and an error was discovered in the Consolidated Statement of Operations included in the Consolidated Financial Statements of the Initial 10-K. This Amendment No.1 corrects those omissions and error. No other changes are included in this Amendment No. 1.
2
THE OLD EVANGELINE DOWNS, L.L.C.
CONSOLIDATED STATEMENTS OF OPERATIONS
THE YEAR ENDED DECEMBER 31, 2003 AND THE PERIOD AUGUST 31 TO
DECEMBER 31, 2002 (SUCCESSOR COMPANY)
THE PERIOD JANUARY 1 TO AUGUST 30, 2002 AND THE YEAR ENDED DECEMBER 31, 2001
(PREDECESSOR COMPANY)
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| Successor |
| Predecessor |
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| 2003 |
| Period from |
| Period from |
| 2001 |
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REVENUES: |
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Casino |
| $ | 3,227,477 |
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Racing |
| 17,773,481 |
| $ | 3,947,568 |
| $ | 13,349,589 |
| $ | 18,211,237 |
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Food and beverage |
| 1,538,374 |
| 185,215 |
| 971,238 |
| 1,113,044 |
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Other |
| 167,361 |
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Less promotional allowances |
| (209,147 | ) |
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Total net revenues |
| 22,497,546 |
| 4,132,783 |
| 14,320,827 |
| 19,324,281 |
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EXPENSES: |
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Casino |
| 1,908,730 |
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Racing |
| 14,646,351 |
| 3,224,763 |
| 10,725,678 |
| 14,364,494 |
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Food and beverage |
| 1,500,065 |
| 187,438 |
| 886,708 |
| 1,131,499 |
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Other |
| 59,934 |
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Selling, general and administrative |
| 3,277,507 |
| 490,466 |
| 1,169,074 |
| 1,714,532 |
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Depreciation and amortization |
| 823,944 |
| 77,806 |
| 138,166 |
| 655,194 |
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Pre-opening expense |
| 3,256,963 |
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Management fee |
| 480,000 |
| 160,000 |
| 64,644 |
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Litigation settlement |
| 1,600,000 |
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Relocation expense |
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| 404,738 |
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Impairment charges on long-lived assets |
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| 4,361,134 |
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Total expenses |
| 27,553,494 |
| 4,140,473 |
| 12,984,270 |
| 22,631,591 |
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INCOME (LOSS) FROM OPERATIONS |
| (5,055,948 | ) | (7,690 | ) | 1,336,557 |
| (3,307,310 | ) | ||||
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OTHER INCOME (EXPENSE): |
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Earnings from equity affiliate |
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| 58,862 |
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Interest income |
| 440,003 |
| (4,979 | ) | 9,243 |
| 10,720 |
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Interest expense, net of amounts capitalized |
| (14,151,163 | ) | (748,787 | ) | (769,163 | ) | (1,121,835 | ) | ||||
Total other expense |
| (13,711,160 | ) | (753,766 | ) | (759,920 | ) | (1,052,253 | ) | ||||
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NET INCOME (LOSS) TO COMMON MEMBERS’ INTEREST |
| $ | (18,767,108 | ) | $ | (761,456 | ) | $ | 576,637 |
| $ | (4,359,563 | ) |
See notes to consolidated financial statements.
F-5
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) | The following documents are filed as a part of this report: | |
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| (1) | Financial Statements — see Index to Financial Statements appearing on page F-1. |
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| (2) | Exhibits: |
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3.1 | Amended and Restated Articles of Organization of The Old Evangeline Downs, L.L.C., dated as of February 19, 2003—incorporated herein by reference to Exhibit 3.1 of the Company’s Form S-4 filed May 28, 2003. (With regard to applicable cross references in this report, the Company’s Current, Quarterly and Annual Reports are filed with the SEC under File No. 333-105587.) | |
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3.2A | Amended and Restated Operating Agreement of The Old Evangeline Downs, L.L.C., dated as of January 30, 2003, between The Old Evangeline Downs, L.L.C. and OED Acquisition, LLC — incorporated herein by reference to Exhibit 3.2 of the Company’s Form S-4 filed May 28, 2003. | |
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3.2B | First Amendment to Amended and Restated Operating Agreement of The Old Evangeline Downs, L.L.C., dated as of May 21, 2003—incorporated herein by reference to Exhibit 3.3 of the Company’s Form S-4 filed May 28, 2003. | |
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3.3 | Certificate of Incorporation of The Old Evangeline Downs Capital Corp.—incorporated herein by reference to Exhibit 3.4 of the Company’s Form S-4 filed May 28, 2003. | |
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3.4 | By-laws of The Old Evangeline Downs Capital Corp.—incorporated herein by reference to Exhibit 3.5 of the Company’s Form S-4 filed May 28, 2003. | |
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4.1 | Indenture, dated February 25, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp. and U.S. Bank National Association—incorporated herein by reference to Exhibit 4.1 of the Company’s Form S-4 filed May 28, 2003. | |
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4.2 | Form of 13% Senior Secured Note due 2010—incorporated herein by reference to Exhibit 4.3 of the Company’s Form S-4 filed May 28, 2003. | |
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10.1 | Amended and Restated Management Services Agreement, dated as of February 25, 2003, by and among The Old Evangeline Downs, L.L.C., OED Acquisition, LLC and Peninsula Gaming Company, LLC—incorporated herein by reference to Exhibit 10.1 of the Company’s Form S-4 filed May 28, 2003. | |
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10.2 | Standard Form of Agreement between Owner and Contractor, dated February 25, 2003, by and between The Old Evangeline Downs, L.L.C. and W.G. Yates & Sons Construction Company—incorporated herein by reference to Exhibit 10.2 of the Company’s Form S-4 filed May 28, 2003. | |
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10.3 | Standard Form of Agreement between Owner and Architect and Standard Form of Architect’s Services, dated January 31, 2003, by and between The Old Evangeline Downs, L.L.C. and KGA Architecture—incorporated herein by reference to Exhibit 10.3 of the Company’s Form S-4 filed May 28, 2003. | |
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10.4 | Cash Collateral and Disbursement Agreement, dated as of February 25, 2003, by and among | |
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| The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., U.S. Bank National Association and Abacus Project Management, Inc.—incorporated herein by reference to Exhibit 10.4 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.5A | Loan and Security Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp. and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.5 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.5B | First Amendment, dated September 22, 2003, to the Loan and Security Agreement, dated June 24, 2003, by among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp. and Wells Fargo Foothill, Inc. —incorporated herein by reference to Exhibit 10.15 of the Company’s Form 10-Q Quarterly Report for the quarter ended September 30, 2003. |
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10.6 | Stock Pledge Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs, L.L.C., OED Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.6 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.7 | Intercreditor Agreement, dated as of June 24, 2003, by and among U.S. Bank National Association and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.7 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.8 | Intercompany Subordination Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.8 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.9 | Management Fees Subordination Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED Acquisition, LLC, Peninsula Gaming Company, LLC and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.9 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.10 | Collateral Access Agreement, dated as of June 24, 2003, by and among Beau Se Jour Company, L.L.C., The Old Evangeline Downs, L.L.C. and Foothill Capital Corporation. —incorporated herein by reference to Exhibit 10.10 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.11 | Bank One Deposit Account Control Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs, L.L.C., Wells Fargo Foothill, Inc., U.S. Bank National Association and Bank One, NA.—incorporated herein by reference to Exhibit 10.11 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.12 | American Trust Deposit Account Control Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs, L.L.C., Wells Fargo Foothill, Inc., U.S. Bank National Association and American Trust and Savings Bank—incorporated herein by reference to Exhibit 10.12 of the Company’s Amendment No. 1 to Form S-4 filed July 15, 2003. |
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10.13 | O.M. Participation Agreement and Addendum, dated as of March 25, 2003, by and among The Old Evangeline Downs, L.L.C. and O.M. Operating, L.L.C.—incorporated herein by reference to Exhibit 10.13 of the Company’s Amendment No. 2 to Form S-4 filed August 12, 2003. |
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10.14 | Loan and Security Agreement, dated as of September 22, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp. and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.14 of the Company’s Form 10-Q Quarterly Report for the quarter ended September 30, 2003. |
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10.15 | Intercompany Subordination Agreement, dated September 22, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.16 of the Company’s Form 10-Q Quarterly Report for the quarter ended September 30, 2003. |
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10.16 | Management Fees Subordination Agreement, dated September 22, 2003, by and among The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED Acquisition, LLC, Peninsula Gaming Company, LLC and Wells Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.17 of the Company’s Form 10-Q Quarterly Report for the quarter ended September 30, 2003. |
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12.1 | Computation of ratio of earnings to fixed charges. |
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14.1 | Code of Ethics. |
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21.1 | Subsidiaries of the Registrant. |
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25.1 | Form T-1 of Trustee under Indenture—incorporated herein by reference to Exhibit 25.1 of the Company’s Form S-4 filed May 28, 2003. |
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31.1 | Certification of M. Brent Stevens, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 15d-14 of the Securities Exchange Act, as amended. |
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31.2 | Certification of Natalie A. Schramm, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 15d-14 of the Securities Exchange Act, as amended. |
(b) | Reports on Form 8-K. |
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| None. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dubuque, State of Iowa on April 1, 2004.
| THE OLD EVANGELINE DOWNS, L.L.C. | ||
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| By: | /s/ M. Brent Stevens |
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| M. Brent Stevens | |
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| Chief Executive Officer | |
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| By: | /s/ Natalie A. Schramm |
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| Natalie A. Schramm | |
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| Chief Financial Officer | |
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| THE OLD EVANGELINE DOWNS CAPITAL CORP. | ||
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| By: | /s/ M. Brent Stevens |
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| M. Brent Stevens | |
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| President and Treasurer | |
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| By: | /s/ Michael S. Luzich |
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| Michael S. Luzich | |
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| Vice President | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
| PENINSULA GAMING PARTNERS, LLC | ||
| Managing Member of The Old Evangeline Downs, L.L.C. | ||
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Date: April 1, 2004 | By: | /s/ M. Brent Stevens |
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| M. Brent Stevens | |
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| Chief Executive Officer and Manager | |
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Date: April 1, 2004 | By: | /s/ Michael S. Luzich |
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| Michael S. Luzich | |
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| President, Secretary and Manager | |
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Date: April 1, 2004 | By: | /s/ Terrance W. Oliver |
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| Terrance W. Oliver | |
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| Manager of Peninsula Gaming Partners | |
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Date: April 1, 2004 | By: | /s/ Andrew R. Whittaker |
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| Andrew R. Whittaker | |
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| Manager of Peninsula Gaming Partners | |
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