Consolidating Condensed Financial Information | 6 Months Ended |
Oct. 26, 2014 |
Consolidating Condensed Financial Information | ' |
Consolidating Condensed Financial Information | ' |
9. Consolidating Condensed Financial Information |
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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. |
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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 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. |
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During the three months ended October 26, 2014, our wholly owned subsidiary, IOC-Davenport, Inc, changed designations from a Guarantor Subsidiary to a Non-Guarantor Subsidiary. All periods presented below reflect the operations of IOC-Davenport, Inc. as a Non-Guarantor Subsidiary. |
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Consolidating condensed balance sheets as of October 26, 2014 and April 27, 2014 are as follows: |
| | As of October 26, 2014 | |
| | 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 | | $ | 25,549 | | $ | 76,811 | | $ | 35,459 | | $ | (4,813 | ) | $ | 133,006 | |
Intercompany receivables | | 476,708 | | — | | 316 | | (477,024 | ) | — | |
Investments in subsidiaries | | 551,876 | | 3,358 | | — | | (555,234 | ) | — | |
Property and equipment, net | | 7,421 | | 889,188 | | 39,321 | | — | | 935,930 | |
Other assets | | 31,831 | | 150,571 | | 20,210 | | (3,976 | ) | 198,636 | |
Total assets | | $ | 1,093,385 | | $ | 1,119,928 | | $ | 95,306 | | $ | (1,041,047 | ) | $ | 1,267,572 | |
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Current liabilities | | $ | 34,197 | | $ | 75,958 | | $ | 31,520 | | $ | (4,813 | ) | $ | 136,862 | |
Intercompany payables | | — | | 452,024 | | 25,000 | | (477,024 | ) | — | |
Long-term debt, less current maturities | | 1,034,105 | | — | | 77 | | — | | 1,034,182 | |
Other accrued liabilities | | 6,960 | | 68,133 | | 7,288 | | (3,976 | ) | 78,405 | |
Stockholders’ equity | | 18,123 | | 523,813 | | 31,421 | | (555,234 | ) | 18,123 | |
Total liabilities and stockholders’ equity | | $ | 1,093,385 | | $ | 1,119,928 | | $ | 95,306 | | $ | (1,041,047 | ) | $ | 1,267,572 | |
| | As of April 27, 2014 | |
| | 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 | | $ | 16,131 | | $ | 80,918 | | $ | 35,589 | | $ | (199 | ) | $ | 132,439 | |
Intercompany receivables | | 530,886 | | — | | — | | (530,886 | ) | — | |
Investments in subsidiaries | | 535,662 | | 3,358 | | — | | (539,020 | ) | — | |
Property and equipment, net | | 6,693 | | 907,175 | | 41,736 | | — | | 955,604 | |
Other assets | | 35,837 | | 151,044 | | 20,236 | | (5,086 | ) | 202,031 | |
Total assets | | $ | 1,125,209 | | $ | 1,142,495 | | $ | 97,561 | | $ | (1,075,191 | ) | $ | 1,290,074 | |
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Current liabilities | | $ | 33,447 | | $ | 67,899 | | $ | 26,716 | | $ | (199 | ) | $ | 127,863 | |
Intercompany payables | | — | | 495,416 | | 35,470 | | (530,886 | ) | — | |
Long-term debt, less current maturities | | 1,065,913 | | — | | 158 | | — | | 1,066,071 | |
Other accrued liabilities | | 6,465 | | 68,002 | | 7,375 | | (5,086 | ) | 76,756 | |
Stockholders’ equity | | 19,384 | | 511,178 | | 27,842 | | (539,020 | ) | 19,384 | |
Total liabilities and stockholders’ equity | | $ | 1,125,209 | | $ | 1,142,495 | | $ | 97,561 | | $ | (1,075,191 | ) | $ | 1,290,074 | |
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Consolidating condensed statements of operations for the three and six months ended October 26, 2014 and October 27, 2013 are as follows: |
| | For the Three Months Ended October 26, 2014 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
Statement of Operations | | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 244,105 | | $ | 11,340 | | $ | — | | $ | 255,445 | |
Rooms, food, beverage, pari-mutuel and other | | 1 | | 41,755 | | 3,380 | | (2,227 | ) | 42,909 | |
Management fee revenue | | 8,334 | | — | | — | | (8,334 | ) | — | |
Gross revenues | | 8,335 | | 285,860 | | 14,720 | | (10,561 | ) | 298,354 | |
Less promotional allowances | | — | | (55,983 | ) | (3,454 | ) | — | | (59,437 | ) |
Net revenues | | 8,335 | | 229,877 | | 11,266 | | (10,561 | ) | 238,917 | |
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Operating expenses: | | | | | | | | | | | |
Casino | | — | | 38,598 | | 1,677 | | — | | 40,275 | |
Gaming taxes | | — | | 60,249 | | 4,154 | | — | | 64,403 | |
Rooms, food, beverage, pari-mutuel and other | | 8,017 | | 83,283 | | 4,531 | | (2,227 | ) | 93,604 | |
Management fee expense | | — | | 8,034 | | 300 | | (8,334 | ) | — | |
Depreciation and amortization | | 508 | | 17,740 | | 1,362 | | — | | 19,610 | |
Total operating expenses | | 8,525 | | 207,904 | | 12,024 | | (10,561 | ) | 217,892 | |
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Operating income (loss) | | (190 | ) | 21,973 | | (758 | ) | — | | 21,025 | |
Interest expense, net | | (10,971 | ) | (9,519 | ) | (532 | ) | — | | (21,022 | ) |
Equity in income (loss) of subsidiaries | | 5,769 | | — | | — | | (5,769 | ) | — | |
Income (loss) from continuing operations before income taxes | | (5,392 | ) | 12,454 | | (1,290 | ) | (5,769 | ) | 3 | |
Income tax benefit (provision) | | 4,371 | | (7,068 | ) | 1,673 | | — | | (1,024 | ) |
Income (loss) from continuining operations | | (1,021 | ) | 5,386 | | 383 | | (5,769 | ) | (1,021 | ) |
Income (loss) of discontinued operations | | — | | — | | — | | — | | — | |
Net income (loss) | | $ | (1,021 | ) | $ | 5,386 | | $ | 383 | | $ | (5,769 | ) | $ | (1,021 | ) |
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| | 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. | |
Statement of Operations | | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 238,051 | | $ | 8,457 | | $ | — | | $ | 246,508 | |
Rooms, food, beverage, pari-mutuel and other | | 176 | | 40,236 | | 3,217 | | (2,319 | ) | 41,310 | |
Management fee revenue | | 7,816 | | — | | — | | (7,816 | ) | — | |
Gross revenues | | 7,992 | | 278,287 | | 11,674 | | (10,135 | ) | 287,818 | |
Less promotional allowances | | — | | (54,276 | ) | (1,921 | ) | — | | (56,197 | ) |
Net revenues | | 7,992 | | 224,011 | | 9,753 | | (10,135 | ) | 231,621 | |
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Operating expenses: | | | | | | | | | | | |
Casino | | — | | 37,938 | | 1,855 | | — | | 39,793 | |
Gaming taxes | | — | | 59,183 | | 3,268 | | — | | 62,451 | |
Rooms, food, beverage, pari-mutuel and other | | 8,628 | | 82,560 | | 4,726 | | (2,319 | ) | 93,595 | |
Litigation accrual reversal | | — | | — | | (7,351 | ) | — | | (7,351 | ) |
Management fee expense | | — | | 7,608 | | 208 | | (7,816 | ) | — | |
Depreciation and amortization | | 380 | | 18,472 | | 1,670 | | — | | 20,522 | |
Total operating expenses | | 9,008 | | 205,761 | | 4,376 | | (10,135 | ) | 209,010 | |
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Operating income (loss) | | (1,016 | ) | 18,250 | | 5,377 | | — | | 22,611 | |
Interest (expense) income, net | | (11,546 | ) | (9,697 | ) | 6,134 | | — | | (15,109 | ) |
Derivative income | | 168 | | — | | — | | — | | 168 | |
Equity in income (loss) of subsidiaries | | 15,422 | | — | | — | | (15,422 | ) | — | |
Income (loss) from continuing operations before income taxes | | 3,028 | | 8,553 | | 11,511 | | (15,422 | ) | 7,670 | |
Income tax (provision) benefit | | 3,283 | | (5,107 | ) | 465 | | — | | (1,359 | ) |
Income (loss) from continuining operations | | 6,311 | | 3,446 | | 11,976 | | (15,422 | ) | 6,311 | |
Income (loss) of discontinued operations | | 1,726 | | — | | 1,310 | | (1,310 | ) | 1,726 | |
Net income (loss) | | $ | 8,037 | | $ | 3,446 | | $ | 13,286 | | $ | (16,732 | ) | $ | 8,037 | |
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| | For the Six Months Ended October 26, 2014 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
Statement of Operations | | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 488,978 | | $ | 21,539 | | $ | — | | $ | 510,517 | |
Rooms, food, beverage, pari-mutuel and other | | 42 | | 83,195 | | 6,636 | | (4,529 | ) | 85,344 | |
Management fee revenue | | 16,800 | | — | | — | | (16,800 | ) | — | |
Gross revenues | | 16,842 | | 572,173 | | 28,175 | | (21,329 | ) | 595,861 | |
Less promotional allowances | | — | | (109,351 | ) | (5,944 | ) | — | | (115,295 | ) |
Net revenues | | 16,842 | | 462,822 | | 22,231 | | (21,329 | ) | 480,566 | |
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Operating expenses: | | | | | | | | | | | |
Casino | | — | | 77,210 | | 3,193 | | — | | 80,403 | |
Gaming taxes | | — | | 120,783 | | 8,087 | | — | | 128,870 | |
Rooms, food, beverage, pari-mutuel and other | | 17,426 | | 168,014 | | 10,196 | | (4,529 | ) | 191,107 | |
Management fee expense | | — | | 16,200 | | 600 | | (16,800 | ) | — | |
Depreciation and amortization | | 976 | | 35,556 | | 2,721 | | — | | 39,253 | |
Total operating expenses | | 18,402 | | 417,763 | | 24,797 | | (21,329 | ) | 439,633 | |
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Operating income (loss) | | (1,560 | ) | 45,059 | | (2,566 | ) | — | | 40,933 | |
Interest expense, net | | (22,154 | ) | (19,040 | ) | (1,070 | ) | — | | (42,264 | ) |
Equity in income (loss) of subsidiaries | | 11,578 | | — | | — | | (11,578 | ) | — | |
Income (loss) from continuing operations before income taxes | | (12,136 | ) | 26,019 | | (3,636 | ) | (11,578 | ) | (1,331 | ) |
Income tax benefit (provision) | | 8,798 | | (13,501 | ) | 2,696 | | — | | (2,007 | ) |
Income (loss) from continuining operations | | (3,338 | ) | 12,518 | | (940 | ) | (11,578 | ) | (3,338 | ) |
Income (loss) of discontinued operations | | — | | — | | — | | — | | — | |
Net income (loss) | | $ | (3,338 | ) | $ | 12,518 | | $ | (940 | ) | $ | (11,578 | ) | $ | (3,338 | ) |
| | 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. | |
Statement of Operations | | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
Revenues: | | | | | | | | | | | |
Casino | | $ | — | | $ | 486,418 | | $ | 10,924 | | $ | — | | $ | 497,342 | |
Rooms, food, beverage, pari-mutuel and other | | 354 | | 82,775 | | 5,885 | | (4,667 | ) | 84,347 | |
Management fee revenue | | 16,055 | | — | | — | | (16,055 | ) | — | |
Gross revenues | | 16,409 | | 569,193 | | 16,809 | | (20,722 | ) | 581,689 | |
Less promotional allowances | | — | | (109,947 | ) | (2,108 | ) | — | | (112,055 | ) |
Net revenues | | 16,409 | | 459,246 | | 14,701 | | (20,722 | ) | 469,634 | |
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Operating expenses: | | | | | | | | | | | |
Casino | | — | | 77,540 | | 2,521 | | — | | 80,061 | |
Gaming taxes | | — | | 120,644 | | 4,485 | | — | | 125,129 | |
Rooms, food, beverage, pari-mutuel and other | | 16,762 | | 167,865 | | 10,803 | | (4,667 | ) | 190,763 | |
Litigation accrual reversal | | — | | — | | (7,351 | ) | — | | (7,351 | ) |
Management fee expense | | — | | 15,847 | | 208 | | (16,055 | ) | — | |
Depreciation and amortization | | 782 | | 37,314 | | 2,228 | | — | | 40,324 | |
Total operating expenses | | 17,544 | | 419,210 | | 12,894 | | (20,722 | ) | 428,926 | |
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Operating income (loss) | | (1,135 | ) | 40,036 | | 1,807 | | — | | 40,708 | |
Interest (expense) income, net | | (23,308 | ) | (19,428 | ) | 5,063 | | — | | (37,673 | ) |
Derivative income | | 398 | | — | | — | | — | | 398 | |
Equity in income (loss) of subsidiaries | | 18,210 | | — | | — | | (18,210 | ) | — | |
Income (loss) from continuing operations before income taxes | | (5,835 | ) | 20,608 | | 6,870 | | (18,210 | ) | 3,433 | |
Income tax (provision) benefit | | 6,498 | | (11,341 | ) | 2,073 | | — | | (2,770 | ) |
Income (loss) from continuining operations | | 663 | | 9,267 | | 8,943 | | (18,210 | ) | 663 | |
Income (loss) of discontinued operations | | 2,512 | | — | | 1,777 | | (1,777 | ) | 2,512 | |
Net income (loss) | | $ | 3,175 | | $ | 9,267 | | $ | 10,720 | | $ | (19,987 | ) | $ | 3,175 | |
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Consolidating condensed statements of cash flows for the six months ended October 26, 2014 and October 27, 2013 are as follows: |
| | Six Months Ended October 26, 2014 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
Statement of Cash Flows | | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
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Net cash (used in) provided by operating activities | | $ | (17,140 | ) | $ | 60,199 | | $ | 5,854 | | $ | — | | $ | 48,913 | |
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Investing Activities: | | | | | | | | | | | |
Purchases of property and equipment, net of proceeds | | (1,639 | ) | (16,664 | ) | (320 | ) | — | | (18,623 | ) |
Restricted cash and investments | | — | | — | | 688 | | — | | 688 | |
Parent company investment in subsidiaries | | 49,663 | | — | | — | | (49,663 | ) | — | |
Net cash provided by (used in) investing activities | | 48,024 | | (16,664 | ) | 368 | | (49,663 | ) | (17,935 | ) |
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Financing Activities: | | | | | | | | | | | |
Principal payments on debt | | (33 | ) | — | | (81 | ) | — | | (114 | ) |
Net repayments on line of credit | | (31,900 | ) | — | | — | | — | | (31,900 | ) |
Net proceeds from (payments to) related parties | | — | | (43,393 | ) | (6,270 | ) | 49,663 | | — | |
Net cash (used in) provided by financing activities | | (31,933 | ) | (43,393 | ) | (6,351 | ) | 49,663 | | (32,014 | ) |
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Net (decrease) increase in cash and cash equivalents | | (1,049 | ) | 142 | | (129 | ) | — | | (1,036 | ) |
Cash and cash equivalents at beginning of period | | 6,051 | | 53,787 | | 9,992 | | — | | 69,830 | |
Cash and cash equivalents at end of the period | | $ | 5,002 | | $ | 53,929 | | $ | 9,863 | | — | | $ | 68,794 | |
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| | Six Months Ended October 27, 2013 | |
| | Isle of Capri | | | | | | Consolidating | | | |
| | Casinos, Inc. | | | | Non- | | and | | Isle of Capri | |
| | (Parent | | Guarantor | | Guarantor | | Eliminating | | Casinos, Inc. | |
Statement of Cash Flows | | Obligor) | | Subsidiaries | | Subsidiaries | | Entries | | Consolidated | |
| | | | | | | | | | | |
Net cash (used in) provided by operating activities | | $ | (20,158 | ) | $ | 50,539 | | $ | 1,958 | | $ | — | | $ | 32,339 | |
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Investing Activities: | | | | | | | | | | | |
Purchases of property and equipment, net of proceeds | | (169 | ) | (12,600 | ) | (16,801 | ) | — | | (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 | | (12,600 | ) | (23,103 | ) | (13,491 | ) | (35,872 | ) |
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Financing Activities: | | | | | | | | | | | |
Principal payments on debt | | (30 | ) | — | | (275 | ) | — | | (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 | | — | | (41,056 | ) | 27,565 | | 13,491 | | — | |
Net cash provided by (used in) financing activities | | 5,297 | | (41,056 | ) | 27,290 | | 13,491 | | 5,022 | |
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Net (decrease) increase in cash and cash equivalents | | (1,539 | ) | (3,117 | ) | 6,145 | | — | | 1,489 | |
Cash and cash equivalents at beginning of period | | 6,914 | | 54,612 | | 6,943 | | — | | 68,469 | |
Cash and cash equivalents at end of the period | | $ | 5,375 | | $ | 51,495 | | $ | 13,088 | | — | | $ | 69,958 | |
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