Attached files
| file | filename |
|---|---|
| 8-K - 8-K - ISLE OF CAPRI CASINOS INC | a15-21464_18k.htm |
| EX-99.2 - EX-99.2 - ISLE OF CAPRI CASINOS INC | a15-21464_1ex99d2.htm |
Exhibit 99.1
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JULY 26, 2015
(In thousands, except share and per share amounts)
|
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
|
ADJUSTMENTS |
|
AS REPORTED |
| |||
|
|
|
|
|
SALE OF |
|
WITH |
| |||
|
|
|
|
|
IOC - NATCHEZ |
|
PRO FORMA |
| |||
|
|
|
AS REPORTED |
|
INC. |
|
ADJUSTMENTS |
| |||
|
ASSETS |
|
|
|
|
|
|
| |||
|
Current assets: |
|
|
|
|
|
|
| |||
|
Cash and cash equivalents |
|
$ |
61,966 |
|
$ |
10,500 |
(a) |
$ |
72,466 |
|
|
Marketable securities |
|
19,445 |
|
|
|
19,445 |
| |||
|
Accounts receivable, net |
|
11,585 |
|
|
|
11,585 |
| |||
|
Inventory |
|
6,365 |
|
|
|
6,365 |
| |||
|
Deferred income taxes |
|
4,626 |
|
|
|
4,626 |
| |||
|
Prepaid expenses and other assets |
|
17,522 |
|
|
|
17,522 |
| |||
|
Assets held for sale |
|
5,386 |
|
(5,386 |
)(b) |
— |
| |||
|
Total current assets |
|
126,895 |
|
5,114 |
|
132,009 |
| |||
|
Property and equipment, net |
|
900,654 |
|
|
|
900,654 |
| |||
|
Other assets: |
|
|
|
|
|
|
| |||
|
Goodwill |
|
108,970 |
|
|
|
108,970 |
| |||
|
Other intangible assets, net |
|
53,864 |
|
|
|
53,864 |
| |||
|
Deferred financing costs, net |
|
17,903 |
|
|
|
17,903 |
| |||
|
Restricted cash |
|
9,724 |
|
|
|
9,724 |
| |||
|
Prepaid deposits and other |
|
5,229 |
|
|
|
5,229 |
| |||
|
Total assets |
|
$ |
1,223,239 |
|
$ |
5,114 |
|
$ |
1,228,353 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
| |||
|
Current liabilities: |
|
|
|
|
|
|
| |||
|
Current maturities of long-term debt |
|
75 |
|
|
|
$ |
75 |
| ||
|
Accounts payable |
|
25,925 |
|
|
|
25,925 |
| |||
|
Accrued liabilities: |
|
|
|
|
|
|
| |||
|
Payroll and related |
|
32,816 |
|
1,100 |
(c) |
33,916 |
| |||
|
Property and other taxes |
|
23,110 |
|
|
|
23,110 |
| |||
|
Income taxes payable |
|
125 |
|
|
|
125 |
| |||
|
Interest |
|
14,492 |
|
|
|
14,492 |
| |||
|
Progressive jackpots and slot club awards |
|
16,520 |
|
|
|
16,520 |
| |||
|
Other |
|
22,198 |
|
(1,000 |
)(d) |
21,198 |
| |||
|
Total current liabilities |
|
135,261 |
|
100 |
|
135,361 |
| |||
|
Long-term debt, less current maturities |
|
989,209 |
|
|
|
989,209 |
| |||
|
Deferred income taxes |
|
38,185 |
|
|
|
38,185 |
| |||
|
Other accrued liabilities |
|
18,032 |
|
|
|
18,032 |
| |||
|
Other long-term liabilities |
|
13,912 |
|
|
|
13,912 |
| |||
|
Stockholders’ equity: |
|
|
|
|
|
|
| |||
|
Preferred stock |
|
— |
|
|
|
— |
| |||
|
Common stock |
|
421 |
|
|
|
421 |
| |||
|
Class B common stock |
|
— |
|
|
|
— |
| |||
|
Additional paid-in capital |
|
241,500 |
|
|
|
241,500 |
| |||
|
Retained earnings |
|
(195,928 |
) |
5,014 |
(e) |
(190,914 |
) | |||
|
|
|
45,993 |
|
5,014 |
|
51,007 |
| |||
|
Treasury stock |
|
(17,353 |
) |
|
|
(17,353 |
) | |||
|
Total stockholders’ equity |
|
28,640 |
|
5,014 |
|
33,654 |
| |||
|
Total liabilities and stockholders’ equity |
|
$ |
1,223,239 |
|
$ |
5,114 |
|
$ |
1,228,353 |
|
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMACONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JULY 26, 2015
(In thousands, except share and per share amounts)
|
|
|
|
|
PRO FORMA |
|
|
| |||
|
|
|
|
|
ADJUSTMENTS |
|
AS REPORTED |
| |||
|
|
|
|
|
SALE OF |
|
WITH |
| |||
|
|
|
|
|
IOC - NATCHEZ, |
|
PRO FORMA |
| |||
|
|
|
AS REPORTED |
|
INC. |
|
ADJUSTMENTS |
| |||
|
Revenues: |
|
|
|
|
|
|
| |||
|
Casino |
|
$ |
260,053 |
|
$ |
— |
|
$ |
260,053 |
|
|
Rooms |
|
8,115 |
|
— |
|
8,115 |
| |||
|
Food, beverage, pari-mutuel and other |
|
32,989 |
|
— |
|
32,989 |
| |||
|
Gross revenues |
|
301,157 |
|
— |
|
301,157 |
| |||
|
Less promotional allowances |
|
(54,233 |
) |
— |
|
(54,233 |
) | |||
|
Net revenues |
|
246,924 |
|
— |
|
246,924 |
| |||
|
Operating expenses: |
|
|
|
|
|
|
| |||
|
Casino |
|
38,713 |
|
— |
|
38,713 |
| |||
|
Gaming taxes |
|
66,359 |
|
— |
|
66,359 |
| |||
|
Rooms |
|
1,883 |
|
— |
|
1,883 |
| |||
|
Food, beverage, pari-mutuel and other |
|
12,122 |
|
— |
|
12,122 |
| |||
|
Marine and facilities |
|
14,106 |
|
— |
|
14,106 |
| |||
|
Marketing and administrative |
|
56,400 |
|
— |
|
56,400 |
| |||
|
Corporate and development |
|
7,643 |
|
— |
|
7,643 |
| |||
|
Valuation charges |
|
— |
|
— |
|
— |
| |||
|
Depreciation and amortization |
|
20,051 |
|
— |
|
20,051 |
| |||
|
Total operating expenses |
|
217,277 |
|
— |
|
217,277 |
| |||
|
Operating income: |
|
29,647 |
|
— |
|
29,647 |
| |||
|
Interest expense |
|
(17,441 |
) |
— |
|
(17,441 |
) | |||
|
Interest income |
|
79 |
|
— |
|
79 |
| |||
|
Loss on early extinguishment of debt |
|
(2,966 |
) |
— |
|
(2,966 |
) | |||
|
Income from continuing operations before income taxes |
|
9,319 |
|
— |
|
9,319 |
| |||
|
Income tax provision |
|
(851 |
) |
— |
|
(851 |
) | |||
|
Income (loss) from continuing operations |
|
8,468 |
|
— |
|
8,468 |
| |||
|
Loss from discontinued operations, net of income tax provision of $- for the three months ended July 26, 2015 |
|
(5,324 |
) |
— |
|
(5,324 |
) | |||
|
Net income |
|
$ |
3,144 |
|
$ |
— |
|
$ |
3,144 |
|
|
|
|
|
|
|
|
|
| |||
|
Income (loss) per common share-basic: |
|
|
|
|
|
|
| |||
|
Income from continuing operations |
|
$ |
0.21 |
|
$ |
— |
|
$ |
0.21 |
|
|
Loss from discontinued operations, net of income taxes |
|
(0.13 |
) |
— |
|
(0.13 |
) | |||
|
Net income |
|
$ |
0.08 |
|
$ |
— |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
| |||
|
Income (loss) per common share-dilutive: |
|
|
|
|
|
|
| |||
|
Income from continuing operations |
|
$ |
0.21 |
|
$ |
— |
|
$ |
0.21 |
|
|
Loss from discontinued operations, net of income taxes |
|
(0.13 |
) |
— |
|
(0.13 |
) | |||
|
Net income |
|
$ |
0.08 |
|
$ |
— |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
| |||
|
Weighted average basic shares |
|
40,580,806 |
|
40,580,806 |
|
40,580,806 |
| |||
|
Weighted average diluted shares |
|
41,253,611 |
|
41,253,611 |
|
41,253,611 |
| |||
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
UNAUDITED PRO FORMACONSOLIDATED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED APRIL 26, 2015
(In thousands, except share and per share amounts)
|
|
|
|
|
RECLASSIFICATION |
|
|
|
|
| ||||
|
|
|
|
|
OF |
|
PRO FORMA |
|
|
| ||||
|
|
|
|
|
IOC-NATCHEZ, |
|
ADJUSTMENTS |
|
AS REPORTED |
| ||||
|
|
|
|
|
INC. TO |
|
SALE OF |
|
WITH |
| ||||
|
|
|
|
|
DISCONTINUED |
|
IOC - NATCHEZ, |
|
PRO FORMA |
| ||||
|
|
|
AS REPORTED |
|
OPERATIONS |
|
INC. |
|
ADJUSTMENTS |
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Casino |
|
$ |
1,054,926 |
|
$ |
22,685 |
|
$ |
— |
|
$ |
1,032,241 |
|
|
Rooms |
|
31,565 |
|
1,138 |
|
— |
|
30,427 |
| ||||
|
Food, beverage, pari-mutuel and other |
|
139,816 |
|
2,600 |
|
— |
|
137,216 |
| ||||
|
Gross revenues |
|
1,226,307 |
|
26,423 |
|
— |
|
1,199,884 |
| ||||
|
Less promotional allowances |
|
(230,029 |
) |
(7,190 |
) |
— |
|
(222,839 |
) | ||||
|
Net revenues |
|
996,278 |
|
19,233 |
|
— |
|
977,045 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Casino |
|
161,051 |
|
4,505 |
|
— |
|
156,546 |
| ||||
|
Gaming taxes |
|
265,527 |
|
2,164 |
|
— |
|
263,363 |
| ||||
|
Rooms |
|
6,773 |
|
197 |
|
— |
|
6,576 |
| ||||
|
Food, beverage, pari-mutuel and other |
|
49,542 |
|
639 |
|
— |
|
48,903 |
| ||||
|
Marine and facilities |
|
58,144 |
|
2,150 |
|
— |
|
55,994 |
| ||||
|
Marketing and administrative |
|
234,471 |
|
10,615 |
|
— |
|
223,856 |
| ||||
|
Corporate and development |
|
29,088 |
|
— |
|
— |
|
29,088 |
| ||||
|
Valuation charges |
|
9,000 |
|
— |
|
— |
|
9,000 |
| ||||
|
Depreciation and amortization |
|
78,875 |
|
1,076 |
|
— |
|
77,799 |
| ||||
|
Total operating expenses |
|
892,471 |
|
21,346 |
|
— |
|
871,125 |
| ||||
|
Operating income (loss): |
|
103,807 |
|
(2,113 |
) |
— |
|
105,920 |
| ||||
|
Interest expense |
|
(84,131 |
) |
— |
|
— |
|
(84,131 |
) | ||||
|
Interest income |
|
369 |
|
— |
|
— |
|
369 |
| ||||
|
Loss on early extinguishment of debt |
|
(13,757 |
) |
— |
|
— |
|
(13,757 |
) | ||||
|
Income (loss) from continuing operations before income taxes |
|
6,288 |
|
(2,113 |
) |
— |
|
8,401 |
| ||||
|
Income tax (provision) |
|
(1,111 |
) |
— |
|
— |
|
(1,111 |
) | ||||
|
Income (loss) from continuing operations |
|
5,177 |
|
(2,113 |
) |
— |
|
7,290 |
| ||||
|
Loss from discontinued operations, net of income tax provision of $- for the twelve months ended April 26, 2015 |
|
— |
|
2,113 |
|
— |
|
(2,113 |
) | ||||
|
Net income |
|
$ |
5,177 |
|
$ |
— |
|
$ |
— |
|
$ |
5,177 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (loss) per common share-basic: |
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
$ |
0.13 |
|
$ |
(0.05 |
) |
$ |
— |
|
$ |
0.18 |
|
|
Loss from discontinued operations, net of income taxes |
|
— |
|
0.05 |
|
— |
|
(0.05 |
) | ||||
|
Net income |
|
$ |
0.13 |
|
$ |
— |
|
$ |
— |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (loss) per common share-dilutive: |
|
|
|
|
|
|
|
|
| ||||
|
Income from continuing operations |
|
$ |
0.13 |
|
$ |
(0.05 |
) |
$ |
— |
|
$ |
0.18 |
|
|
Loss from discontinued operations, net of income taxes |
|
— |
|
0.05 |
|
— |
|
(0.05 |
) | ||||
|
Net income |
|
$ |
0.13 |
|
$ |
— |
|
$ |
— |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average basic shares |
|
39,955,735 |
|
39,955,735 |
|
39,955,735 |
|
39,955,735 |
| ||||
|
Weighted average diluted shares |
|
40,320,267 |
|
40,320,267 |
|
40,320,267 |
|
40,320,267 |
| ||||
See accompanying Notes to Unaudited Pro Forma Financial Statements
ISLE OF CAPRI CASINOS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
1. Basis of Presentation
The unaudited pro forma condensed consolidated financial statements of Isle of Capri Casinos, Inc. (the “Company”) include adjustments to the Company’s historical financial statements to reflect the disposition and, where necessary, the reclassification to discontinued operations, of its Natchez, Mississippi casino operations under its subsidiary, IOC — Natchez, Inc.
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 26, 2015 and its Quarterly Report on From 10-Q for the quarter ended July 26, 2015. The unaudited pro forma balance sheet was prepared as if the disposition occurred as of July 26, 2015. The unaudited pro forma consolidated statements of operations for the fiscal year ended April 26, 2015, and the three months ended July 26, 2015, were prepared as if the disposition of IOC — Natchez, Inc. 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 sale of IOC-Natchez, Inc.
(b) Represents assets held for sale of IOC-Natchez, Inc. sold to Casino Holding Investment Partners, LLC under the terms of the purchase agreement, dated August 11, 2015.
(c) Reflects accrued severance.
(d) Application of purchase price deposit.
(e) Includes accrued severance, but excludes expenses for legal and other third-party services utilized for the sale and closure process.
3. Adjustments to Unaudited Pro Forma Consolidated Statement of Operations
(a) The Company’s historical financial statements, as filed on Form 10-Q for the most recent interim three-month period ended July 26, 2015, presented the operating results for IOC — Natchez, Inc., as discontinued operations. The Company’s historical financial statements, as Filed on Form 10-K for the most recent fiscal year ended April 26, 2015 did not reflect the operating results for IOC — Natchez, Inc. as discontinued operations and therefore are presented with as reported and reclassifications to reflect IOC — Natchez, Inc. as discontinued operations. No pro forma adjustments are necessary to present income (loss) from continuing operations on a pro forma basis.