Consolidating Condensed Financial Information | 6 Months Ended |
Oct. 27, 2013 |
Consolidating Condensed Financial Information | ' |
Consolidating Condensed Financial Information | ' |
10. Consolidating Condensed Financial Information |
|
Certain of our wholly owned subsidiaries have fully and unconditionally guaranteed on a joint and several basis, the payment of all obligations under our 5.875% Senior Notes, 7.75% Senior Notes and 8.875% Senior Subordinated Notes. |
|
The following wholly owned subsidiaries of the Company are guarantors, on a joint and several basis, under the 5.875% Senior Notes, 7.75% Senior Notes and 8.875% Senior Subordinated Notes: Black Hawk Holdings, L.L.C.; CCSC/Blackhawk, Inc.; IC Holdings Colorado, Inc.; IOC-Black Hawk Distribution Company, L.L.C.; IOC-Boonville, Inc.; IOC-Caruthersville, L.L.C.; IOC-Kansas City, Inc.; IOC-Lula, Inc.; IOC-Natchez, Inc.; IOC-Black Hawk County, Inc.; IOC-Davenport, Inc.; IOC Holdings, L.L.C.; IOC-Vicksburg, Inc.; IOC-Vicksburg, LLC; Rainbow Casino- Vicksburg Partnership, L.P.; IOC Cape Girardeau, LLC; Isle of Capri Bettendorf, L.C; Isle of Capri Black Hawk, L.L.C.; Isle of Capri Marquette, Inc.; PPI, Inc.; and St. Charles Gaming Company, L.L.C. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries. |
|
During the three months ended October 27, 2013, the IOC-PA, L.L.C. subsidiary changed designations from a Guarantor Subsidiary to a Non-Guarantor Subsidiary. All periods presented below reflect this change and the operations of IOC-PA, L.L.C as a Non-Guarantor Subsidiary. |
|
Consolidating condensed balance sheets as of October 27, 2013 and April 28, 2013 are as follows: |
|
| | As of October 27, 2013 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Balance Sheet | | | | | | | | | | | |
Current assets | | $ | 28,940 | | $ | 77,450 | | $ | 35,365 | | $ | (4,642 | ) | $ | 137,113 | |
Intercompany receivables | | 612,953 | | — | | — | | (612,953 | ) | — | |
Investments in subsidiaries | | 663,376 | | (29,794 | ) | — | | (633,582 | ) | — | |
Property and equipment, net | | 7,172 | | 950,881 | | 59,419 | | — | | 1,017,472 | |
Other assets | | 47,041 | | 316,638 | | 29,526 | | (4,163 | ) | 389,042 | |
Total assets | | $ | 1,359,482 | | $ | 1,315,175 | | $ | 124,310 | | $ | (1,255,340 | ) | $ | 1,543,627 | |
| | | | | | | | | | | |
Current liabilities | | $ | 42,847 | | $ | 74,655 | | $ | 32,310 | | $ | (4,642 | ) | $ | 145,170 | |
Intercompany payables | | — | | 570,204 | | 42,749 | | (612,953 | ) | — | |
Long-term debt, less current maturities | | 1,162,025 | | — | | 239 | | — | | 1,162,264 | |
Other accrued liabilities | | 6,141 | | 78,279 | | 7,467 | | (4,163 | ) | 87,724 | |
Stockholders’ equity | | 148,469 | | 592,037 | | 41,545 | | (633,582 | ) | 148,469 | |
Total liabilities and stockholders’ equity | | $ | 1,359,482 | | $ | 1,315,175 | | $ | 124,310 | | $ | (1,255,340 | ) | $ | 1,543,627 | |
|
| | As of April 28, 2013 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Balance Sheet | | | | | | | | | | | |
Current assets | | $ | 19,176 | | $ | 84,251 | | $ | 28,922 | | $ | (49 | ) | $ | 132,300 | |
Intercompany receivables | | 626,444 | | — | | 11,803 | | (638,247 | ) | — | |
Investments in subsidiaries | | 643,257 | | (29,794 | ) | — | | (613,463 | ) | — | |
Property and equipment, net | | 7,831 | | 977,423 | | 48,772 | | — | | 1,034,026 | |
Other assets | | 50,958 | | 317,800 | | 23,955 | | (5,440 | ) | 387,273 | |
Total assets | | $ | 1,347,666 | | $ | 1,349,680 | | $ | 113,452 | | $ | (1,257,199 | ) | $ | 1,553,599 | |
| | | | | | | | | | | |
Current liabilities | | $ | 43,139 | | $ | 77,340 | | $ | 35,368 | | $ | (48 | ) | $ | 155,799 | |
Intercompany payables | | — | | 613,248 | | 25,000 | | (638,248 | ) | — | |
Long-term debt, less current maturities | | 1,155,939 | | 210 | | 320 | | — | | 1,156,469 | |
Other accrued liabilities | | 6,178 | | 76,401 | | 21,782 | | (5,440 | ) | 98,921 | |
Stockholders’ equity | | 142,410 | | 582,481 | | 30,982 | | (613,463 | ) | 142,410 | |
Total liabilities and stockholders’ equity | | $ | 1,347,666 | | $ | 1,349,680 | | $ | 113,452 | | $ | (1,257,199 | ) | $ | 1,553,599 | |
|
Consolidating condensed statements of operations for the three and six months ended October 27, 2013 and October 28, 2012 are as follows: |
|
| | For the Three Months Ended October 27, 2013 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Statement of Operations | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 249,471 | | $ | 8,457 | | $ | — | | $ | 257,928 | |
Rooms, food, beverage, pari-mutuel and other | | 176 | | 41,367 | | 3,217 | | (2,319 | ) | 42,441 | |
Management fee revenue | | 8,232 | | — | | — | | (8,232 | ) | — | |
Gross revenues | | 8,408 | | 290,838 | | 11,674 | | (10,551 | ) | 300,369 | |
Less promotional allowances | | — | | (56,868 | ) | (1,921 | ) | — | | (58,789 | ) |
Net revenues | | 8,408 | | 233,970 | | 9,753 | | (10,551 | ) | 241,580 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Casino | | — | | 39,412 | | 1,855 | | — | | 41,267 | |
Gaming taxes | | — | | 62,454 | | 3,268 | | — | | 65,722 | |
Rooms, food, beverage, pari-mutuel and other | | 8,628 | | 85,467 | | 4,726 | | (2,319 | ) | 96,502 | |
Litigation accrual reversal | | — | | — | | (7,351 | ) | — | | (7,351 | ) |
Management fee expense | | — | | 8,024 | | 208 | | (8,232 | ) | — | |
Depreciation and amortization | | 380 | | 19,052 | | 1,670 | | — | | 21,102 | |
Total operating expenses | | 9,008 | | 214,409 | | 4,376 | | (10,551 | ) | 217,242 | |
| | | | | | | | | | | |
Operating income (loss) | | (600 | ) | 19,561 | | 5,377 | | — | | 24,338 | |
Interest (expense) income, net | | (11,546 | ) | (10,069 | ) | 6,505 | | — | | (15,110 | ) |
Derivative income | | 168 | | — | | — | | — | | 168 | |
Equity in income (loss) of subsidiaries | | 16,732 | | — | | — | | (16,732 | ) | — | |
Income (loss) from continuing operations before income taxes | | 4,754 | | 9,492 | | 11,882 | | (16,732 | ) | 9,396 | |
Income tax (provision) benefit | | 3,283 | | (5,707 | ) | 1,065 | | — | | (1,359 | ) |
Income (loss) from continuining operations | | 8,037 | | 3,785 | | 12,947 | | (16,732 | ) | 8,037 | |
Income (loss) of discontinued operations | | — | | — | | — | | — | | — | |
Net income (loss) | | $ | 8,037 | | $ | 3,785 | | $ | 12,947 | | $ | (16,732 | ) | $ | 8,037 | |
|
| | For the Three Months Ended October 28, 2012 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Statement of Operations | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 234,648 | | $ | — | | $ | — | | $ | 234,648 | |
Rooms, food, beverage, pari-mutuel and other | | 165 | | 38,594 | | 2,260 | | (2,254 | ) | 38,765 | |
Management fee revenue | | 7,671 | | — | | — | | (7,671 | ) | — | |
Gross revenues | | 7,836 | | 273,242 | | 2,260 | | (9,925 | ) | 273,413 | |
Less promotional allowances | | — | | (50,206 | ) | — | | — | | (50,206 | ) |
Net revenues | | 7,836 | | 223,036 | | 2,260 | | (9,925 | ) | 223,207 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Casino | | — | | 36,802 | | — | | — | | 36,802 | |
Gaming taxes | | — | | 58,619 | | — | | — | | 58,619 | |
Rooms, food, beverage, pari-mutuel and other | | 12,265 | | 84,004 | | 766 | | (2,254 | ) | 94,781 | |
Management fee expense | | — | | 7,671 | | — | | (7,671 | ) | — | |
Depreciation and amortization | | 516 | | 16,229 | | 105 | | — | | 16,850 | |
Total operating expenses | | 12,781 | | 203,325 | | 871 | | (9,925 | ) | 207,052 | |
| | | | | | | | | | | |
Operating income (loss) | | (4,945 | ) | 19,711 | | 1,389 | | — | | 16,155 | |
Interest expense, net | | (13,128 | ) | (8,488 | ) | (238 | ) | — | | (21,854 | ) |
Derivative income | | 176 | | — | | — | | — | | 176 | |
Equity in income (loss) of subsidiaries | | 8,169 | | — | | — | | (8,169 | ) | — | |
Income (loss) from continuing operations before income taxes | | (9,728 | ) | 11,223 | | 1,151 | | (8,169 | ) | (5,523 | ) |
Income tax (provision) benefit | | 5,387 | | (3,791 | ) | (414 | ) | — | | 1,182 | |
Income (loss) from continuining operations | | (4,341 | ) | 7,432 | | 737 | | (8,169 | ) | (4,341 | ) |
Income (loss) of discontinued operations | | (2,312 | ) | (2,609 | ) | — | | 2,609 | | (2,312 | ) |
Net income (loss) | | $ | (6,653 | ) | $ | 4,823 | | $ | 737 | | $ | (5,560 | ) | $ | (6,653 | ) |
|
| | For the Six Months Ended October 27, 2013 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Statement of Operations | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 509,146 | | $ | 10,924 | | $ | — | | $ | 520,070 | |
Rooms, food, beverage, pari-mutuel and other | | 354 | | 85,000 | | 5,885 | | (4,667 | ) | 86,572 | |
Management fee revenue | | 16,790 | | — | | — | | (16,790 | ) | — | |
Gross revenues | | 17,144 | | 594,146 | | 16,809 | | (21,457 | ) | 606,642 | |
Less promotional allowances | | — | | (115,225 | ) | (2,108 | ) | — | | (117,333 | ) |
Net revenues | | 17,144 | | 478,921 | | 14,701 | | (21,457 | ) | 489,309 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Casino | | — | | 80,489 | | 2,521 | | — | | 83,010 | |
Gaming taxes | | — | | 127,213 | | 4,485 | | — | | 131,698 | |
Rooms, food, beverage, pari-mutuel and other | | 16,762 | | 174,332 | | 10,803 | | (4,667 | ) | 197,230 | |
Litigation accrual reversal | | — | | — | | (7,351 | ) | — | | (7,351 | ) |
Management fee expense | | — | | 16,582 | | 208 | | (16,790 | ) | — | |
Depreciation and amortization | | 782 | | 38,487 | | 2,228 | | — | | 41,497 | |
Total operating expenses | | 17,544 | | 437,103 | | 12,894 | | (21,457 | ) | 446,084 | |
| | | | | | | | | | | |
Operating income (loss) | | (400 | ) | 41,818 | | 1,807 | | — | | 43,225 | |
Interest (expense) interest, net | | (23,308 | ) | (20,176 | ) | 5,806 | | — | | (37,678 | ) |
Derivative income | | 398 | | — | | — | | — | | 398 | |
Equity in income (loss) of subsidiaries | | 19,987 | | — | | — | | (19,987 | ) | — | |
Income (loss) from continuing operations before income taxes | | (3,323 | ) | 21,642 | | 7,613 | | (19,987 | ) | 5,945 | |
Income tax (provision) benefit | | 6,498 | | (12,217 | ) | 2,949 | | — | | (2,770 | ) |
Income (loss) from continuining operations | | 3,175 | | 9,425 | | 10,562 | | (19,987 | ) | 3,175 | |
Income (loss) of discontinued operations | | — | | — | | — | | — | | — | |
Net income (loss) | | $ | 3,175 | | $ | 9,425 | | $ | 10,562 | | $ | (19,987 | ) | $ | 3,175 | |
|
| | For the Six Months Ended October 28, 2012 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Statement of Operations | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 484,917 | | $ | — | | $ | — | | $ | 484,917 | |
Rooms, food, beverage, pari-mutuel and other | | 341 | | 79,849 | | 4,711 | | (4,700 | ) | 80,201 | |
Management fee revenue | | 16,108 | | — | | — | | (16,108 | ) | — | |
Gross revenues | | 16,449 | | 564,766 | | 4,711 | | (20,808 | ) | 565,118 | |
Less promotional allowances | | — | | (106,088 | ) | — | | — | | (106,088 | ) |
Net revenues | | 16,449 | | 458,678 | | 4,711 | | (20,808 | ) | 459,030 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Casino | | — | | 75,298 | | — | | — | | 75,298 | |
Gaming taxes | | — | | 120,247 | | — | | — | | 120,247 | |
Rooms, food, beverage, pari-mutuel and other | | 21,728 | | 168,230 | | 2,216 | | (4,700 | ) | 187,474 | |
Management fee expense | | — | | 16,108 | | — | | (16,108 | ) | — | |
Depreciation and amortization | | 1,005 | | 32,424 | | 243 | | — | | 33,672 | |
Total operating expenses | | 22,733 | | 412,307 | | 2,459 | | (20,808 | ) | 416,691 | |
| | | | | | | | | | | |
Operating income (loss) | | (6,284 | ) | 46,371 | | 2,252 | | — | | 42,339 | |
Interest expense, net | | (24,199 | ) | (17,459 | ) | (452 | ) | — | | (42,110 | ) |
Derivative income | | 310 | | — | | — | | — | | 310 | |
Equity in income (loss) of subsidiaries | | 19,065 | | — | | — | | (19,065 | ) | — | |
Income (loss) from continuing operations before income taxes | | (11,108 | ) | 28,912 | | 1,800 | | (19,065 | ) | 539 | |
Income tax (provision) benefit | | 11,511 | | (10,983 | ) | (664 | ) | — | | (136 | ) |
Income (loss) from continuining operations | | 403 | | 17,929 | | 1,136 | | (19,065 | ) | 403 | |
Income (loss) of discontinued operations | | (395 | ) | (1,317 | ) | — | | 1,317 | | (395 | ) |
Net income (loss) | | $ | 8 | | $ | 16,612 | | $ | 1,136 | | $ | (17,748 | ) | $ | 8 | |
|
Consolidating condensed statements of cash flows for the six months ended October 27, 2013 and October 28, 2012 are as follows: |
|
| | Six Months Ended October 27, 2013 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Statement of Cash Flows | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (20,158 | ) | $ | 52,680 | | $ | (183 | ) | $ | — | | $ | 32,339 | |
| | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | |
Purchases of property and equipment, net of proceeds | | (169 | ) | (12,649 | ) | (16,752 | ) | — | | (29,570 | ) |
Payments towards gaming license | | — | | — | | (7,500 | ) | — | | (7,500 | ) |
Restricted cash and investments | | — | | — | | 1,198 | | — | | 1,198 | |
Parent company investment in subsidiaries | | 13,491 | | — | | — | | (13,491 | ) | — | |
Net cash provided by (used in) investing activities | | 13,322 | | (12,649 | ) | (23,054 | ) | (13,491 | ) | (35,872 | ) |
| | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | |
Principal payments on debt | | (30 | ) | (200 | ) | (75 | ) | — | | (305 | ) |
Net borrowings on line of credit | | 6,000 | | — | | — | | — | | 6,000 | |
Payments of deferred financing costs | | (673 | ) | — | | — | | — | | (673 | ) |
Net proceeds from (payments to) related parties | | — | | (43,043 | ) | 29,552 | | 13,491 | | — | |
Net cash provided by (used in) financing activities | | 5,297 | | (43,243 | ) | 29,477 | | 13,491 | | 5,022 | |
| | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | (1,539 | ) | (3,212 | ) | 6,240 | | — | | 1,489 | |
Cash and cash equivalents at beginning of period | | 6,914 | | 57,268 | | 4,287 | | — | | 68,469 | |
Cash and cash equivalents at end of the period | | $ | 5,375 | | $ | 54,056 | | $ | 10,527 | | — | | $ | 69,958 | |
| | | | | | | | | | | | | | | | |
|
| | Six Months Ended October 28, 2012 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
| | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Statement of Cash Flows | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (16,621 | ) | $ | 65,922 | | $ | 7,225 | | $ | — | | $ | 56,526 | |
| | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | |
Purchases of property and equipment, net of proceeds | | (458 | ) | (88,639 | ) | (422 | ) | — | | (89,519 | ) |
Payments towards gaming license | | — | | — | | (5,000 | ) | — | | (5,000 | ) |
Restricted cash and investments | | — | | 208 | | (720 | ) | — | | (512 | ) |
Parent company investment in subsidiaries | | (34,770 | ) | — | | — | | 34,770 | | — | |
Net cash provided by (used in) investing activities | | (35,228 | ) | (88,431 | ) | (6,142 | ) | 34,770 | | (95,031 | ) |
| | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | |
Principal payments on debt | | (9,775 | ) | (223 | ) | (69 | ) | — | | (10,067 | ) |
Net borrowings on line of credit | | 38,000 | | — | | — | | — | | 38,000 | |
Payments of deferred financing costs | | (8,410 | ) | — | | — | | — | | (8,410 | ) |
Net proceeds from (payments to) related parties | | — | | 34,005 | | 765 | | (34,770 | ) | — | |
Net cash provided by (used in) financing activities | | 19,815 | | 33,782 | | 696 | | (34,770 | ) | 19,523 | |
| | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | (32,034 | ) | 11,273 | | 1,779 | | — | | (18,982 | ) |
Cash and cash equivalents at beginning of period | | 39,365 | | 50,749 | | 4,347 | | — | | 94,461 | |
Cash and cash equivalents at end of the period | | $ | 7,331 | | $ | 62,022 | | $ | 6,126 | | $ | — | | $ | 75,479 | |
|