UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
( (Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 25, 2004
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 0-20538
ISLE OF CAPRI CASINOS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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41-1659606 | |
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(State or other jurisdiction |
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(I.R.S. Employer | |
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of incorporation or organization) |
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Identification Number) | |
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1641 Popps Ferry Road, Biloxi, Mississippi |
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39532 | |
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(Address of principal executive offices) |
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(Zip Code) | |
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Registrant's telephone number, including area code: |
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(228) 396-7000 | |
Securities Registered Pursuant to Section 12(b) Of The Act: None
Securities Registered Pursuant to Section 12(g) Of The Act:
Common Stock, $.01 Par Value Per Share
(Title of Class)
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 Noo
Indicate by check mark if the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No o
The aggregate market value of the voting and non-voting stock held by non-affiliates1 of the Company is $308,382,287, based on the last reported sale price of $20.86 per share on October 24, 2003 on the NASDAQ Stock Market; multiplied by 14,783,427 shares of Common Stock outstanding and held by non-affiliates of the Company on such date.
As of June 23, 2004, the Company had a total of 29,853,909 shares of Common Stock outstanding (which excludes 3,285,937 shares held by us in treasury).
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 registrants 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. x
(1)Affiliates for the purpose of this item refer to the directors, named executive officers and/or persons owning 10% or more of the Companys common stock, both of record and beneficially; however, this determination does not constitute admission of affiliate status for any of the individual stockholders.
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Document Incorporated by Reference:
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Document |
Part of Form 10-K into which Incorporated |
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Isle of Capri Casinos, Inc.s Definitive Proxy Statement for its Annual Meeting of Stockholders to be held October 8, 2004. |
Part III |
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FORM 10-K
INDEX
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PAGE | |
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PART I.................................................................................................................................................................................................................. |
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ITEM 1. BUSINESS....................................................................................................................................................................................... |
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ITEM 2. PROPERTIES................................................................................................................................................................................... |
39 | |
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ITEM 3. LEGAL PROCEEDINGS.................................................................................................................................................................. |
44 | |
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................................................................. |
46 | |
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PART II................................................................................................................................................................................................................... |
47 | |
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ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES................................................................... |
47 | |
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA.......................................................................................... |
49 | |
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................................................................................... |
51 | |
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................................................................................... |
65 | |
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................................................................................. |
66 | |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..................................................................................... |
113 | |
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ITEM 9A. CONTROLS AND PROCEDURES
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PART III........................................................................................................................................................................................................ |
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........................................................................................ |
113 | |
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ITEM 11. EXECUTIVE COMPENSATION...................................................................................................................................................... |
113 | |
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS................................................................. |
114 | |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................................................................. |
114 | |
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES................................................................................................................... |
114 | |
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PART IV................................................................................................................................................................................................................... |
115 | |
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.................................................................................................................................. |
115 | |
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SIGNATURES......................................................................................................................................................................................................... |
117 | |
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
All statements other than statements of historical or current facts included in this annual report on form 10-K or incorporated by reference herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as may, will, expect, intend, estimate, anticipate, believe or continue or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been corr ect. Important factors that could cause actual results to differ materially from our expectations (cautionary statements) are disclosed under Risk Factors and elsewhere in this annual report on form 10-K, including, without limitation, in conjunction with the forward-looking statements included in this annual report on form 10-K.
We urge you to review carefully the section Risk Factors beginning on page 12 in this annual report on form 10-K for a more complete discussion of the risks of purchasing our common stock. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.
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ITEM 1. BUSINESS.
Overview
We were incorporated in Delaware in February 1990. We are a leading developer, owner and operator of branded gaming facilities and related lodging and entertainment facilities in growing markets in the United States and internationally. We wholly own and operate eleven gaming facilities in the U.S. located in Lake Charles and Bossier City, Louisiana; Lula, Biloxi, Vicksburg and Natchez, Mississippi; Kansas City and Boonville, Missouri; and Bettendorf, Davenport and Marquette, Iowa. We also own a 57% interest in, and receive management fees for operating, two gaming facilities in Black Hawk, Colorado and a gaming facility in Cripple Creek, Colorado. All but three of these gaming facilities operate under the name Isle of Capri and feature our distinctive tropical island theme. Our international gaming interests include a whol ly owned casino in Freeport, Grand Bahama, and a two-thirds ownership interest in casinos in Dudley and Wolverhampton, England. We also wholly own and operate a pari-mutuel harness racing facility in Pompano Beach, Florida.
In October 2003, we became the first United States gaming company approved to own casinos in the United Kingdom and, in November 2003, acquired a two-thirds interest in Blue Chip Casinos, PLC, which owns and operates casinos in Dudley and Wolverhampton, England. In December 2003, we opened a new wholly owned gaming facility at Our Lucaya Beach and Golf Resort in Freeport, Grand Bahama. Also in December 2003, in anticipation of reforms to gaming legislation currently being considered by the British government, we entered into an agreement to develop and operate an entertainment complex, which will include an Isle of Capri themed casino, in a commercial leisure complex under development in Coventry, England.
On March 15, 2004, we announced that we had been selected by the Illinois Gaming Board as the successful bidder in a federal bankruptcy court auction for the 10th Illinois gaming license conducted pursuant to an agreement approved by, among other parties, the Illinois Attorney General. We bid $518.0 million to acquire by merger the stock of a company in bankruptcy that owns the license. If this merger is completed, we expect to spend approximately $150.0 million in addition to amounts already expended at the site in Rosemont, Illinois to construct a single-level, 40,000 square foot casino, with 1,200 gaming positions, restaurants, an entertainment venue, and retail space. The plan of reorganization pursuant to which the merger would be consummated has been confirmed by the federal bankruptcy court. The merger remains subject to certain conditions, including a finding of suitability and final approval by the Il linois Gaming Board as well as certain other conditions. In addition, the Illinois Attorney General has raised issues with regard to the appropriateness of the Village of Rosemont as a host community and the Illinois Gaming Boards selection of our bid, and has announced that she intends to attempt to recommence administrative proceedings with a proposed remedy of revoking the license from the current owner. The Illinois Attorney General has also filed a suit against the Illinois Gaming Board seeking to enjoin the Board from conducting a suitability investigation of us in connection with the merger provided for under the plan of reorganization. There can be no assurance that the foregoing conditions will be satisfied or that we will be able to acquire the license.
For the twelve fiscal months ended April 25, 2004, we had net revenues of approximately $1.1 billion.
Our Internet website is http://www.islecorp.com. We make our filings available free of charge on our Internet website as soon as reasonably practical after we electronically file such reports with, or furnish them to, the SEC.
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Competitive Strengths
Strong Brand Identity. Most of our casino properties operate under the Isle of Capri name, and the facilities were designed to incorporate our distinctive tropical island theme. Most of our gaming facilities contain similar amenities, including hotels, one or more of our trademark restaurants (Farraddays fine dining restaurant, Calypsos buffet, Kitts Kitchen restaurant and Tradewinds Marketplace), a Banana Cabana gift shop, an entertainment center for performances and meetings and ample parking. Each of our uniquely branded facilities also offers all customers membership in their themed rewards program, which rewards loyal customers with points and complimentaries that can be redeemed at any of our properties by using a players club card. These programs are named IsleOne Players Club, the Fan Club, and t he Fast Track Club at the Isle of Capri properties, Rhythm City-Davenport and the Colorado Central Station-Black Hawk, respectively. We believe our brand names convey excitement, entertainment, consistent high-quality service and value to our customers.
Standardized Quality and Services. We have developed and implemented standardized procedures for operating our casinos, hotels, restaurants and other non-gaming amenities, which has allowed us to fully and effectively integrate the domestic properties we have developed or acquired during the past eleven years. We utilize management development and employee training programs to implement these procedures throughout our facilities, which we believe help us efficiently operate our facilities. This standardization encourages high-quality service and provides our customers with a consistent experience.
Superior Locations in Geographically Diverse Markets. We own or operate our gaming facilities in 13 distinct geographic markets located in 5 states, the Bahamas and the United Kingdom, allowing us to maintain diverse sources of revenue and cash flow. We believe our ownership interest in the Blue Chip-Dudley and Blue Chip-Wolverhampton, and the proposed entertainment complexes in Coventry and Salford, England, if completed, will allow us to further diversify our operations and sources of revenue.
Most of our gaming facilities are conveniently located near major highways. We have located our facilities so that, in most cases, they are either the first casino reached by customers arriving from major nearby cities or are within a cluster of facilities, allowing us to generate significant customer traffic.
Substantial Capital Investment in Our Properties. In April 2003, Isle-Black Hawk acquired Colorado Central Station-Black Hawk and the Colorado Grande-Cripple Creek. In the third fiscal quarter of 2004, we opened our first international casino on Grand Bahama Island, acquired a two-thirds interest in casinos in Dudley and Wolverhampton, England and entered into an agreement and a letter of intent to develop and operate entertainment complexes at two additional locations in England. We also are continuing to expand and upgrade the facilities at several of our domestic properties. We believe the substantial investment in our domestic properties over the past five years has improved the competitive position of the properties. We also believe our expansion into international markets will further strengthen the Isle of Capri brand and allow us to take advantage of new growing markets.
Effective Utilization of Proprietary Database. We have developed an extensive proprietary database of primarily slot-oriented customers that allows us to create and deploy effective targeted marketing and promotional programs, merchandise giveaways, game tournaments and other special events. To date, we have implemented the first and second phases of our IsleOne marketing system. Phase I allows our customers to use our players club card at all of our properties other than the Colorado Grande-Cripple Creek, the Blue Chip-Dudley and the Blue Chip-Wolverhampton. Phase II, launched in 2002, introduced our Isle Miles marketing program, a frequent-player program that rewards customers through a partnership with Carnival Cruise Lines. During 2003, we expanded the Isle Miles program to provide upgraded merchandise and travel incentiv
es, including the addition of travel to the Isle-Our Lucaya facility and a marketing agreement with gaming facilities in Las Vegas, Nevada that permits IsleOne customers to redeem Isle Miles for trips to these locations. These promotional programs are designed to
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Experienced, Stable Management Team. We are an experienced gaming operator and opened our first gaming facility approximately twelve years ago. Each member of our senior management team has extensive gaming or related industry experience and has been with us for several years, providing consistency in our operations.
Casino Properties
Here is an overview of our existing casino properties as of April 25, 2004:
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Table |
Hotel |
Parking | |||||||||||
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Property |
Acquired |
Machines |
Games |
Rooms |
Spaces | |||||||||||
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Louisiana |
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Isle-Lake Charles |
July 1995 |
1,783 |
90 |
493 |
2,200 |
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Isle-Bossier City |
May 1994 |
1,099 |
34 |
786 |
1,537 |
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Mississippi |
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Isle-Lula |
March 2000 |
1,539 |
28 |
486 |
1,780 |
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Isle-Biloxi |
August 1992 |
1,171 |
28 |
367 |
1,450 |
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Isle-Vicksburg |
August 1993 |
757 |
20 |
122 |
1,100 |
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Isle-Natchez |
March 2000 |
648 |
11 |
96 |
908 |
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Missouri |
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Isle-Kansas City |
June 2000 |
1,558 |
25 |
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2,054 |
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Isle-Boonville |
December 2001 |
911 |
27 |
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1,101 |
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Iowa |
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Isle-Bettendorf |
March 2000 |
1,090 |
32 |
256 |
1,539 |
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Rhythm City-Davenport |
October 2000 |
1,012 |
19 |
121 |
984 |
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Isle-Marquette |
March 2000 |
786 |
13 |
25 |
750 |
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Colorado |
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Isle-Black Hawk (57% owned) |
December 1998 |
1,100 |
14 |
238 |
1,100 |
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Colorado Central Station-Black Hawk (57% owned) |
April 2003 |
704 |
9 |
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546 |
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Colorado Grande-Cripple Creek (57% owned) |
April 2003 |
214 |
- |
3 |
44 |
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International Properties |
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Isle-Our Lucaya |
December 2003 |
380 |
33 |
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- |
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Blue Chip-Dudley (66 2/3% owned) |
November 2003 |
10 |
26 |
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30 |
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Blue Chip-Wolverhampton (66 2/3% owned) |
April 2004 |
10 |
43 |
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10 |
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Louisiana
The Isle-Lake Charles
The Isle-Lake Charles, which commenced operations in July 1995, is located on a 19-acre site along Interstate 10, the main thoroughfare connecting Houston, Texas to Lake Charles, Louisiana. The property consists of two dockside casinos offering 1,783 slot machines and 90 table games, a 252-room deluxe hotel, a separate 241-room hotel, a 105,000 square foot land-based pavilion and entertainment center, and 2,200 parking spaces, including approximately 1,400 spaces in an attached parking garage. The pavilion
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The Lake Charles market consists of two dockside gaming facilities (the other of which is operated by Harrahs Entertainment), a Native American casino and a pari-mutuel facility (which is operated by Boyd Gaming) that operates 1,500 slot machines. In addition, the last remaining license in Louisiana was awarded to Pinnacle Entertainment for a new development that is expected to cost in excess $300.0 million and should be operational in the first half of 2005. The two dockside gaming facilities, in the aggregate, generated gaming revenues of approximately $446.5 million in calendar year 2003. Lake Charles is the closest gaming market to the Houston metropolitan area, which has a population of approximately 4.7 million and is located approximately 140 miles west of Lake Charles. We believe that the Isle-Lake Charles attracts customers primarily from southeast Texas, including Houston, Beaumont, Galveston, Orange and Port Arthur and from local area residents. Approximately 490,000 and 1.6 million people reside within 50 and 100 miles, respectively, of the Isle-Lake Charles.
The Isle-Bossier City
The Isle-Bossier City, which commenced operations in May 1994, is located on a 38-acre site along the Red River approximately one-quarter mile off Interstate 20, the main highway connecting Dallas/Ft. Worth, Texas to Bossier City/Shreveport, Louisiana. The property consists of a dockside casino offering 1,099 slot machines and 34 table games, a 560-room on-site deluxe hotel, a 226-room off-site hotel located approximately two miles from the casino, a 39,000 square foot land-based pavilion and entertainment center, and 1,537 parking spaces including approximately 900 spaces in an attached parking garage. The pavilion and entertainment center offer a wide variety of non-gaming amenities, including a 77-seat Farraddays restaurant, a 301-seat Calypsos buffet, a 30-seat Tradewinds Marketplace and Caribbean Cove, which features free live entertainment and can accom modate 563 customers. We recently constructed an additional 265 rooms, an entertainment center that can accommodate 1,100 guests, a resort swimming pool and a rum bar restaurant called Kitts Kitchen, which was completed and opened in January 2004.
The Bossier City/Shreveport market consists of five dockside gaming facilities and a horseracing track that operates slot machines, which, in the aggregate, generated gaming revenues of approximately $816.9 million in calendar year 2003 and, with the exception of Native American casino in Oklahoma that offers only Class II gaming, is the closest gaming market to the Dallas/Ft. Worth, Texas metropolitan area. The Dallas/Ft. Worth metropolitan area has a population of approximately 5.2 million and is located approximately 190 miles west of Bossier City/Shreveport. The other operators of gaming facilities in this market are Harrahs Entertainment, Horseshoe Gaming (which is expected to be acquired by Harrah's Entertainment in July 2004), Penn National Gaming, Boyd Gaming (which acquired Harrahs Shreveport facility in June 2004) and Pinnac le Entertainment. Louisiana Downs, a pari-mutuel facility located six miles east of the Isle-Bossier City, was purchased by Harrahs Entertainment in December 2002 and opened 900 slot machines in May 2003. The pari-mutuel facility recently opened a new slot facility which contains approximately 1,500 slot machines. We believe that the Isle-Bossier City attracts customers primarily from the local area, northeastern Texas and the Dallas/Ft. Worth metropolitan area. Approximately 550,000 and 1.8 million people reside within 50 and 100 miles, respectively, of the Isle-Bossier City.
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Mississippi
The Isle-Lula
The Isle-Lula, which was acquired in March 2000, is strategically located off of Highway 49, the only road crossing the Mississippi River from Mississippi to Arkansas for more than 50 miles in either direction. The property consists of two dockside casinos containing 1,539 slot machines and 28 table games, two on-site hotels with a total of 486 rooms, a land-based pavilion and entertainment center, and 1,780 parking spaces. The pavilion and entertainment center offer a wide variety of non-gaming amenities, including a 100-seat Farraddays restaurant, a 300-seat Calypsos buffet and a 48-seat Tradewinds Marketplace.
The Isle-Lula is the only gaming facility in the Coahoma County, Mississippi market and generated gaming revenues of approximately $92.6 million in calendar year 2003. The Isle-Lula is the closest gaming facility to the Little Rock, Arkansas metropolitan area, which has a population of approximately 580,000 and is located approximately 120 miles northwest of the property. Coahoma County is also located approximately 60 miles southwest of Memphis, Tennessee, which is primarily served by 10 casinos in Tunica, Mississippi. Approximately 850,000 people reside within 150 miles of the propertys primary target market.
The Isle-Biloxi
The Isle-Biloxi, which commenced operations in August 1992, is located on a 17-acre site at the eastern end of a cluster of facilities known as Casino Row in Biloxi, Mississippi, and is the first property reached by visitors coming from Alabama, Florida and Georgia via Highway 90. The property consists of a dockside casino offering 1,171 slot machines and 28 table games, a 367-room hotel, a 90-seat Farraddays restaurant, a 425-seat Calypsos buffet, a 64-seat Tradewinds Marketplace and 1,450 parking spaces. An estimated $51.9 million will be spent over the next 24 months to expand and enhance the Isle-Biloxi. Plans include an additional 400 hotel rooms, an Isle-branded Kitts Kitchen restaurant, a 12,000 square-foot multi-purpose center, and expanded pool and spa area. Construction commenced in January 2004.
The Mississippi Gulf Coast market (which includes Biloxi, Gulfport and Bay St. Louis) is one of the largest gaming markets in the United States and consists of 12 dockside gaming facilities which, in the aggregate, generated gaming revenues of approximately $1.2 billion in calendar year 2003. In addition, a Hard Rock Casino and Hotel currently is under construction and is expected to be operational in spring 2005. Among the other operators of dockside gaming facilities in this market are MGM Mirage, Caesars Entertainment, Penn National Gaming and Pinnacle Entertainment. The Mississippi Gulf Coast, a regional tourist destination, is the closest gaming market to the Mobile, Alabama metropolitan area, which has a population of approximately 540,000 and is located approximately 60 miles east of Biloxi. We believe that the Isle-Biloxi attracts customers from the local area, Alabama, Florida, Georgia and southeastern Louisiana, including New Orleans and Baton Rouge. Approximately 800,000 and 2.9 million people reside within 50 to 100 miles, respectively, of the Isle-Biloxi.
The Isle-Vicksburg
The Isle-Vicksburg, which commenced operations in August 1993, is located on an 18-acre site approximately one-mile north of Interstate 20, the main road connecting Jackson, Mississippi to Vicksburg, Mississippi. The property consists of a dockside casino offering 757 slot machines and 20 table games, a 122-room hotel, a 12,483 square foot land-based pavilion and entertainment center, 1,100 parking spaces and a 67-space recreational vehicle park, a 68-seat Farraddays restaurant, a 340-seat Calypsos buffet, a Tradewinds Marketplace and live entertainment.
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The Isle-Natchez
The Isle-Natchez, which was acquired in March 2000, is located off of Highways 84 and 85 in western Mississippi. The property consists of a dockside casino offering 648 slot machines and 11 table games, a 96-room off-site hotel located approximately one mile from the casino, a 150-seat Calypsos buffet and 908 parking spaces.
The Isle-Natchez is the only gaming facility in the Natchez market and generated gaming revenues of approximately $34.5 million in calendar year 2003. We believe that the Isle-Natchez attracts customers primarily from among the 110,000 people residing within 50 miles of the Isle-Natchez.
Missouri
The Isle-Kansas City
We acquired the Isle-Kansas City in June 2000. The facility is the closest facility to downtown Kansas City and consists of a dockside casino offering 1,558 slot machines and 25 table games, a 72-seat Farraddays restaurant, a 325-seat Calypsos buffet, a 24-seat Tradewinds Marketplace and 2,054 parking spaces.
The Kansas City market consists of four dockside gaming facilities that, in the aggregate, generated gaming revenues of approximately $612.6 million in calendar year 2003. The other operators of dockside gaming facilities in this market are Ameristar Casinos, Argosy Gaming and Harrahs Entertainment. We believe that the Isle-Kansas City attracts customers primarily from the Kansas City metropolitan area, which has approximately 1.7 million residents.
The Isle-Boonville
The Isle-Boonville, which opened on December 6, 2001, is located off of Interstate 70, approximately halfway between Kansas City and St. Louis. The property consists of a dockside casino offering 911 slot machines and 27 table games, a 32,396 square foot pavilion and entertainment center and 1,101 parking spaces. The pavilion and entertainment center offers customers a wide variety of non-gaming amenities, including a 60-seat Farraddays restaurant, a 282-seat Calypsos buffet, a 36-seat Tradewinds Marketplace and a historic display area.
The Isle-Boonville is the only gaming facility in the Boonville market and generated gaming revenues of approximately $68.7 million in calendar year 2003. We believe the Isle-Boonville attracts most of its customers from the approximately 733,000 persons living within a 75-mile radius in central Missouri, including Jefferson City and Columbia.
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