Attached files
file | filename |
---|---|
8-K - 8-K - ISLE OF CAPRI CASINOS INC | a12-28507_18k.htm |
EX-99.2 - EX-99.2 - ISLE OF CAPRI CASINOS INC | a12-28507_1ex99d2.htm |
Exhibit 99.1
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
OCTOBER 28, 2012
(In thousands, except share and per share amounts)
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
ADJUSTMENTS |
|
|
| |||
|
|
|
|
SALE OF |
|
AS REPORTED |
| |||
|
|
|
|
RIVERBOAT |
|
WITH |
| |||
|
|
|
|
CORPORATION OF |
|
PRO FORMA |
| |||
|
|
AS REPORTED |
|
MISSISSIPPI |
|
ADJUSTMENTS |
| |||
ASSETS |
|
|
|
|
|
|
| |||
Current assets: |
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
$ |
75,479 |
|
$ |
33,016 |
(a) |
$ |
108,495 |
|
Marketable securities |
|
24,277 |
|
|
|
24,277 |
| |||
Accounts receivable, net |
|
8,007 |
|
|
|
8,007 |
| |||
Income tax receivable |
|
4,723 |
|
|
|
4,723 |
| |||
Deferred income taxes |
|
615 |
|
|
|
615 |
| |||
Prepaid expenses and other assets |
|
28,550 |
|
|
|
28,550 |
| |||
Assets held for sale |
|
45,557 |
|
(45,557 |
)(b) |
|
| |||
Total current assets |
|
187,208 |
|
(12,541 |
) |
174,667 |
| |||
Property and equipment, net |
|
1,009,406 |
|
|
|
1,009,406 |
| |||
Other assets: |
|
|
|
|
|
|
| |||
Goodwill |
|
330,903 |
|
|
|
330,903 |
| |||
Other intangible assets, net |
|
61,167 |
|
|
|
61,167 |
| |||
Deferred financing costs, net |
|
18,246 |
|
|
|
18,246 |
| |||
Restricted cash |
|
12,916 |
|
|
|
12,916 |
| |||
Prepaid deposits and other |
|
7,469 |
|
|
|
7,469 |
| |||
Total assets |
|
$ |
1,627,315 |
|
$ |
(12,541 |
) |
$ |
1,614,774 |
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
| |||
Current liabilities: |
|
|
|
|
|
|
| |||
Current maturities of long-term debt |
|
5,406 |
|
|
|
$ |
5,406 |
| ||
Accounts payable |
|
33,282 |
|
|
|
33,282 |
| |||
Accrued liabilities: |
|
|
|
|
|
|
| |||
Payroll and related |
|
37,043 |
|
|
|
37,043 |
| |||
Property and other taxes |
|
25,168 |
|
|
|
25,168 |
| |||
Interest |
|
14,099 |
|
|
|
14,099 |
| |||
Progressive jackpots and slot club awards |
|
15,136 |
|
|
|
15,136 |
| |||
Liabilities related to assets held for sale |
|
8,041 |
|
(8,041 |
)(c) |
|
| |||
Other |
|
40,777 |
|
(4,500 |
)(d) |
36,277 |
| |||
Total current liabilities |
|
178,952 |
|
(12,541 |
) |
166,411 |
| |||
Long-term debt, less current maturities |
|
1,177,065 |
|
|
|
1,177,065 |
| |||
Deferred income taxes |
|
35,804 |
|
|
|
35,804 |
| |||
Other accrued liabilities |
|
32,162 |
|
|
|
32,162 |
| |||
Other long-term liabilities |
|
16,489 |
|
|
|
16,489 |
| |||
Stockholders equity: |
|
|
|
|
|
|
| |||
Preferred stock |
|
|
|
|
|
|
| |||
Common stock |
|
421 |
|
|
|
421 |
| |||
Class B common stock |
|
|
|
|
|
|
| |||
Additional paid-in capital |
|
244,656 |
|
|
|
244,656 |
| |||
Retained earnings |
|
(26,650 |
) |
|
|
(26,650 |
) | |||
Accumulated other comprehensive loss |
|
(544 |
) |
|
|
(544 |
) | |||
|
|
217,883 |
|
|
|
217,883 |
| |||
Treasury stock |
|
(31,040 |
) |
|
|
(31,040 |
) | |||
Total stockholders equity |
|
186,843 |
|
|
|
186,843 |
| |||
Total liabilities and stockholders equity |
|
$ |
1,627,315 |
|
$ |
(12,541 |
) |
$ |
1,614,774 |
|
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMACONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 28, 2012
(In thousands, except share and per share amounts)
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
ADJUSTMENTS |
|
|
| |||
|
|
|
|
SALE OF |
|
AS REPORTED |
| |||
|
|
|
|
RIVERBOAT |
|
WITH |
| |||
|
|
|
|
CORPORATION OF |
|
PRO FORMA |
| |||
|
|
AS REPORTED |
|
MISSISSIPPI (a) |
|
ADJUSTMENTS |
| |||
Revenues: |
|
|
|
|
|
|
| |||
Casino |
|
$ |
484,917 |
|
|
|
$ |
484,917 |
| |
Rooms |
|
16,958 |
|
|
|
16,958 |
| |||
Food, beverage, pari-mutuel and other |
|
63,243 |
|
|
|
63,243 |
| |||
Gross revenues |
|
565,118 |
|
|
|
565,118 |
| |||
Less promotional allowances |
|
(106,088 |
) |
|
|
(106,088 |
) | |||
Net revenues |
|
459,030 |
|
|
|
459,030 |
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Casino |
|
75,298 |
|
|
|
75,298 |
| |||
Gaming taxes |
|
120,247 |
|
|
|
120,247 |
| |||
Rooms |
|
3,554 |
|
|
|
3,554 |
| |||
Food, beverage, pari-mutuel and other |
|
19,321 |
|
|
|
19,321 |
| |||
Marine and facilities |
|
27,588 |
|
|
|
27,588 |
| |||
Marketing and administrative |
|
114,420 |
|
|
|
114,420 |
| |||
Corporate and development |
|
19,250 |
|
|
|
19,250 |
| |||
Preopening expense |
|
3,341 |
|
|
|
3,341 |
| |||
Depreciation and amortization |
|
33,672 |
|
|
|
33,672 |
| |||
Total operating expenses |
|
416,691 |
|
|
|
416,691 |
| |||
Operating income (loss): |
|
42,339 |
|
|
|
42,339 |
| |||
Interest expense |
|
(42,416 |
) |
|
|
(42,416 |
) | |||
Interest income |
|
306 |
|
|
|
306 |
| |||
Derivative income |
|
310 |
|
|
|
310 |
| |||
Income from continuing operations before income taxes |
|
539 |
|
|
|
539 |
| |||
Income tax (provision) |
|
(136 |
) |
|
|
(136 |
) | |||
Income from continuing operations |
|
$ |
403 |
|
$ |
|
|
$ |
403 |
|
|
|
|
|
|
|
|
| |||
Income per common share-basic and dilutive from continuing operations |
|
$ |
0.01 |
|
$ |
|
|
$ |
0.01 |
|
|
|
|
|
|
|
|
| |||
Weighted average basic shares |
|
39,177,208 |
|
|
|
39,177,208 |
| |||
Weighted average diluted shares |
|
39,192,075 |
|
|
|
39,192,075 |
|
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMACONSOLIDATED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED APRIL 29, 2012
(In thousands, except share and per share amounts)
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
ADJUSTMENTS |
|
|
| |||
|
|
|
|
SALE OF |
|
AS REPORTED |
| |||
|
|
|
|
RIVERBOAT |
|
WITH |
| |||
|
|
|
|
CORPORATION OF |
|
PRO FORMA |
| |||
|
|
AS REPORTED |
|
MISSISSIPPI (a) |
|
ADJUSTMENTS |
| |||
Revenues: |
|
|
|
|
|
|
| |||
Casino |
|
$ |
1,006,523 |
|
|
|
$ |
1,006,523 |
| |
Rooms |
|
32,438 |
|
|
|
32,438 |
| |||
Food, beverage, pari-mutuel and other |
|
128,560 |
|
|
|
128,560 |
| |||
Insurance recoveries |
|
9,637 |
|
|
|
9,637 |
| |||
Gross revenues |
|
1,177,158 |
|
|
|
1,177,158 |
| |||
Less promotional allowances |
|
(199,787 |
) |
|
|
(199,787 |
) | |||
Net revenues |
|
977,371 |
|
|
|
977,371 |
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Casino |
|
153,743 |
|
|
|
153,743 |
| |||
Gaming taxes |
|
251,780 |
|
|
|
251,780 |
| |||
Rooms |
|
7,027 |
|
|
|
7,027 |
| |||
Food, beverage, pari-mutuel and other |
|
41,281 |
|
|
|
41,281 |
| |||
Marine and facilities |
|
57,225 |
|
|
|
57,225 |
| |||
Marketing and administrative |
|
234,470 |
|
|
|
234,470 |
| |||
Corporate and development |
|
40,248 |
|
|
|
40,248 |
| |||
Valuation charges |
|
30,549 |
|
|
|
30,549 |
| |||
Preopening expense |
|
615 |
|
|
|
615 |
| |||
Depreciation and amortization |
|
76,050 |
|
|
|
76,050 |
| |||
Total operating expenses |
|
892,988 |
|
|
|
892,988 |
| |||
Operating income (loss): |
|
84,383 |
|
|
|
84,383 |
| |||
Interest expense |
|
(87,905 |
) |
|
|
(87,905 |
) | |||
Interest income |
|
819 |
|
|
|
819 |
| |||
Derivative income |
|
439 |
|
|
|
439 |
| |||
(Loss) from continuing operations before income taxes |
|
(2,264 |
) |
|
|
(2,264 |
) | |||
Income tax (provision) |
|
(15,119 |
) |
|
|
(15,119 |
) | |||
(Loss) from continuing operations |
|
$ |
(17,383 |
) |
$ |
|
|
$ |
(17,383 |
) |
|
|
|
|
|
|
|
| |||
(Loss) per common share-basic and dilutive from continuing operations |
|
$ |
(0.45 |
) |
$ |
|
|
$ |
(0.45 |
) |
|
|
|
|
|
|
|
| |||
Weighted average basic shares |
|
38,753,098 |
|
|
|
38,753,098 |
| |||
Weighted average diluted shares |
|
38,753,098 |
|
|
|
38,753,098 |
|
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMACONSOLIDATED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED APRIL 24, 2011
(In thousands, except share and per share amounts)
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
ADJUSTMENTS |
|
|
| |||
|
|
|
|
SALE OF |
|
AS REPORTED |
| |||
|
|
|
|
RIVERBOAT |
|
WITH |
| |||
|
|
|
|
CORPORATION OF |
|
PRO FORMA |
| |||
|
|
AS REPORTED |
|
MISSISSIPPI (a) |
|
ADJUSTMENTS |
| |||
Revenues: |
|
|
|
|
|
|
| |||
Casino |
|
$ |
968,423 |
|
|
|
$ |
968,423 |
| |
Rooms |
|
32,144 |
|
|
|
32,144 |
| |||
Food, beverage, pari-mutuel and other |
|
121,955 |
|
|
|
121,955 |
| |||
Gross revenues |
|
1,122,522 |
|
|
|
1,122,522 |
| |||
Less promotional allowances |
|
(185,861 |
) |
|
|
(185,861 |
) | |||
Net revenues |
|
936,661 |
|
|
|
936,661 |
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Casino |
|
142,642 |
|
|
|
142,642 |
| |||
Gaming taxes |
|
242,949 |
|
|
|
242,949 |
| |||
Rooms |
|
7,290 |
|
|
|
7,290 |
| |||
Food, beverage, pari-mutuel and other |
|
40,559 |
|
|
|
40,559 |
| |||
Marine and facilities |
|
55,211 |
|
|
|
55,211 |
| |||
Marketing and administrative |
|
225,757 |
|
|
|
225,757 |
| |||
Corporate and development |
|
42,709 |
|
|
|
42,709 |
| |||
Depreciation and amortization |
|
77,613 |
|
|
|
77,613 |
| |||
Total operating expenses |
|
834,730 |
|
|
|
834,730 |
| |||
Operating income (loss): |
|
101,931 |
|
|
|
101,931 |
| |||
Interest expense |
|
(91,935 |
) |
|
|
(91,935 |
) | |||
Interest income |
|
1,903 |
|
|
|
1,903 |
| |||
Derivative expense |
|
(1,214 |
) |
|
|
(1,214 |
) | |||
Income from continuing operations before income taxes |
|
10,685 |
|
|
|
10,685 |
| |||
Income tax (provision) |
|
(6,950 |
) |
|
|
(6,950 |
) | |||
Income from continuing operations |
|
$ |
3,735 |
|
$ |
|
|
$ |
3,735 |
|
|
|
|
|
|
|
|
| |||
Income per common share - basic and dilutive from continuing operations |
|
$ |
0.11 |
|
$ |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
| |||
Weighted average basic shares |
|
34,066,159 |
|
|
|
34,066,159 |
| |||
Weighted average diluted shares |
|
34,174,717 |
|
|
|
34,174,717 |
|
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMACONSOLIDATED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED APRIL 25, 2010
(In thousands, except share and per share amounts)
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
ADJUSTMENTS |
|
|
| |||
|
|
|
|
SALE OF |
|
AS REPORTED |
| |||
|
|
|
|
RIVERBOAT |
|
WITH |
| |||
|
|
|
|
CORPORATION OF |
|
PRO FORMA |
| |||
|
|
AS REPORTED |
|
MISSISSIPPI (a) |
|
ADJUSTMENTS |
| |||
Revenues: |
|
|
|
|
|
|
| |||
Casino |
|
$ |
943,234 |
|
|
|
$ |
943,234 |
| |
Rooms |
|
33,548 |
|
|
|
33,548 |
| |||
Food, beverage, pari-mutuel and other |
|
122,200 |
|
|
|
122,200 |
| |||
Gross revenues |
|
1,098,982 |
|
|
|
1,098,982 |
| |||
Less promotional allowances |
|
(171,747 |
) |
|
|
(171,747 |
) | |||
Net revenues |
|
927,235 |
|
|
|
927,235 |
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Casino |
|
137,305 |
|
|
|
137,305 |
| |||
Gaming taxes |
|
254,718 |
|
|
|
254,718 |
| |||
Rooms |
|
7,960 |
|
|
|
7,960 |
| |||
Food, beverage, pari-mutuel and other |
|
40,088 |
|
|
|
40,088 |
| |||
Marine and facilities |
|
55,559 |
|
|
|
55,559 |
| |||
Marketing and administrative |
|
223,778 |
|
|
|
223,778 |
| |||
Corporate and development |
|
46,750 |
|
|
|
46,750 |
| |||
Expense recoveries |
|
(6,762 |
) |
|
|
(6,762 |
) | |||
Depreciation and amortization |
|
95,478 |
|
|
|
95,478 |
| |||
Total operating expenses |
|
854,874 |
|
|
|
854,874 |
| |||
Operating income (loss): |
|
72,361 |
|
|
|
72,361 |
| |||
Interest expense |
|
(75,434 |
) |
|
|
(75,434 |
) | |||
Interest income |
|
1,814 |
|
|
|
1,814 |
| |||
Derivative expense |
|
(370 |
) |
|
|
(370 |
) | |||
Income from continuing operations before income taxes |
|
(1,629 |
) |
|
|
(1,629 |
) | |||
Income tax (provision) |
|
6,609 |
|
|
|
6,609 |
| |||
Income from continuing operations |
|
$ |
4,980 |
|
$ |
|
|
$ |
4,980 |
|
|
|
|
|
|
|
|
| |||
Income per common share-basic and dilutive from continuing operations |
|
$ |
0.15 |
|
$ |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
| |||
Weighted average basic shares |
|
32,245,769 |
|
|
|
32,245,769 |
| |||
Weighted average diluted shares |
|
32,362,280 |
|
|
|
32,362,280 |
|
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
NOTES TO UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
1. Basis of Presentation
The unaudited pro forma condensed consolidated financial statements of the Company include adjustments to the Companys historical financial statements to reflect the disposition of its Biloxi, Mississippi casino operations under its subsidiary, Riverboat Corporation of Mississippi.
The historical financial information of the company has been derived from the historical audited and unaudited consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and its Quarterly Report on From 10-Q for the quarter ended October 28, 2012. The unaudited pro forma balance sheet was prepared as if the disposition occurred as of October 28, 2012. The unaudited pro forma consolidated statements of operations for the fiscal years ended April 29, 2012, April 24, 2011 and April 25, 2010, and the six months ended October 28, 2012, were prepared as if the disposition of Riverboat Corporation of Mississippi occurred as the 1st day of each presented period. The pro forma adjustments are based on factually supportable available information.
The unaudited pro forma statements presented do not purport to represent what the financial position or results of operations of the Company would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.
2. Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet
(a) Increase in cash reflects estimated cash proceeds upon completion of Riverboat Corporation of Mississippi, net of cash remaining with the disposed subsidiary.
(b) Represents assets held for sale of Riverboat Corporation of Mississippi sold to the Buyer under the terms of the purchase agreement.
(c) Represents liabilities related to assets held for sale of Riverboat Corporation of Mississippi assumed by the Buyer under the terms of the purchase agreement.
(d) Application of purchase price deposit.
3. Adjustments to Unaudited Pro Forma Consolidated Statement of Operations
(a) The Companys historical financial statements, as filed on Form 10-K and Form 10-Q, presented the operating results for Riverboat Corporation of Mississippi as discontinued operations. No preform adjustments are necessary to present income (loss) from continuing operations on a pro forma basis.