<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 26, 1997
--------------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
---------------------------------------------
Commission File Number: 333-38093
-----------------------------------------------------
Isle of Capri Black Hawk L.L.C./Isle of Capri Black Hawk Capital Corp.
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1422931
- ----------------------------------------------------------------------------
(State of Organization) (IRS Employer Identification No.)
711 Washington Loop, Second Floor, Biloxi, Mississippi 39530
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(228) 436-7000
- -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (a) 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 (b) has been subject to such filing
requirements for the past 90 days.
Yes No X
----- -----
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
FORM 10-Q
INDEX
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
October 26, 1997 (unaudited) 1
Consolidated Statement of
Operations for the period
April 25, 1997 (date of
inception) through October 26,
1997 (unaudited) 2
Consolidated Statement of
Members' Equity (unaudited) 3
Consolidated Statement of
Cash Flows for the period
April 25, 1997 (date of
inception) through October 26,
1997 (unaudited) 4
Notes to Unaudited Consolidated
Financial Statements 5-9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 10-11
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT LIST 14
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
October 26, 1997
----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 739,000
Accrued interest receivable 351,000
-----------
TOTAL CURRENT ASSETS 1,090, 000
-----------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 14,544,000
Construction in progress 4,973,000
-----------
Property and equipment, net 19,517,000
-----------
OTHER ASSETS:
Restricted cash 67,337,000
Deferred financing costs 4,411,000
-----------
TOTAL ASSETS $92,355,000
===========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 1,339,000
Accounts payable - related parties 28,000
Accrued liabilities
Interest 1,751,000
Other 20,000
-----------
TOTAL CURRENT LIABILITIES 3,138,000
-----------
LONG-TERM DEBT 75,000,000
MEMBERS' EQUITY
Member's capital - Casino America of Colorado, Inc. 7,735,000
Member's capital - Blackhawk Gold, Ltd. 6,482,000
-----------
TOTAL MEMBERS' EQUITY 14,217,000
-----------
TOTAL LIABILITIES AND MEMBERS' EQUITY $92,355,000
===========
See notes to unaudited consolidated financial statements.
1
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
For the period April 25, 1997 (date of inception) through October 26, 1997
(Unaudited)
INTEREST EXPENSE, NET OF CAPITALIZED INTEREST OF $408,000 $(1,469,000)
INTEREST INCOME 681,000
---------
NET LOSS $ (788,000)
=========
See notes to unaudited consolidated financial statements.
2
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
<TABLE>
<CAPTION>
Casino America of Blackhawk Total
Colorado, Inc. Gold, Ltd. Members' Equity
------------------ ----------- ----------------
<S> <C> <C> <C>
BALANCE, APRIL 25, 1997
(DATE OF INCEPTION) $ --- $ --- $ ---
Capital contribution
development costs 317,000 --- 317,000
Capital contribution - cash 7,084,000 --- 7,084,000
Capital contribution - land 100,000 7,504,000 7,604,000
Equity transfer 700,000 (700,000) ---
Net loss (466,000) (322,000) (788,000)
---------- ---------- -----------
BALANCE, OCTOBER 26, 1997 $7,735,000 $6,482,000 $14,217,000
========== ========== ===========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 25, 1997 (DATE OF INCEPTION) THROUGH OCTOBER 26, 1997
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(788,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred financing costs 126,000
Changes in current assets and liabilities:
Accounts payable and accrued liabilities 2,331,000
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,669,000
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of land (6,400,000)
Purchase of property, plant and equipment (4,509,000)
Increase in restricted cash (67,337,000)
------------
NET CASH USED IN INVESTING ACTIVITIES (78,246,000)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 72,000,000
Deferred financing costs (1,372,000)
Principal payment on land mortgage (396,000)
Capital contribution received 7,084,000
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 77,316,000
------------
Net increase in cash 739,000
Cash, beginning of period ---
------------
Cash, end of period $ 739,000
============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Debt issued for:
Underwriting fees on first mortgage notes $ 3,000,000
Capital contributions:
Land, net of mortgage of $396,000 7,604,000
Financing fees 137,000
Property and equipment 180,000
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
------------------------------------------
Organization and Basis of Presentation
--------------------------------------
On April 25, 1997 ("Date of Inception"), Isle of Capri Black Hawk
L.L.C. (the "Company") (formerly ICB L.L.C.), a Colorado limited
liability company, was formed. The Company is owned by Casino America
of Colorado, Inc. ("Casino America of Colorado"), a wholly owned
subsidiary of Casino America, Inc. ("Casino America"), and Blackhawk
Gold, Ltd. ("Blackhawk Gold"), a wholly owned subsidiary of Nevada
Gold and Casinos, Inc. ("Nevada Gold"). The Company is a Development
Stage Company and has not commenced gaming operations. The principal
purpose of the Company is to develop and operate a casino
entertainment complex in Black Hawk, Colorado, which is anticipated to
open in early 1999.
On August 20, 1997, the Company and Isle of Capri Capital Corp.
("Capital Corp."), a wholly owned subsidiary of the Company that had
no operations, assets or liabilities, issued $75,000,000 of 13% First
Mortgage Notes, due 2004 with Contingent Interest (the "Notes") in
order to finance the construction and development of a casino
entertainment complex in Black Hawk, CO.
The rights and obligations of Casino America of Colorado and Blackhawk
Gold are governed in part by the Amended and Restated Operating
Agreement of the Company ("the Agreement") dated as of July 29, 1997.
The Agreement provides that the Company will continue until December
31, 2096, or until such date that dissolution may occur. Pursuant to
the Agreement, Casino America of Colorado contributed cash, land
purchase rights and development costs and Blackhawk Gold contributed
cash and land to the Company. Casino America of Colorado had an
ownership interest of 59.2% and Blackhawk Gold had an ownership
interest of 40.8% at October 26, 1997. Currently, Casino America of
Colorado owns 60% and Blackhawk Gold owns 40% of the Company. Profits
and losses of the Company will be allocated in proportion to their
ownership interests.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation
have been included. Operating results for the period from April 25,
1997 through October 26, 1997 are not necessarily indicative of the
results that may be expected for the fiscal year ending April 26,
1998. For further information, refer to the Company's Form S-4
Registration Statement, filed with the Securities Exchange Commission,
registration no. 333-38093.
Cash and cash equivalents
-------------------------
The Company considers cash and all highly liquid investments with a
maturity at the time of purchase of three months or less to be cash
equivalents. (At October 26, 1997, there were no cash equivalents.)
5
<PAGE>
Preopening costs
----------------
Pre-opening costs include costs such as salaries, recruiting and
training associated with activities necessary to open the casino
entertainment complex. These costs are initially capitalized and then
expensed when the related business commences operations. From
inception to date, the Company's sole business activity has been
developing the casino entertainment complex in Black Hawk.
Income Taxes
------------
No provision for Federal or state income taxes is recorded in the
Financial Statements as income taxes are the responsibilities of the
individual members.
Certain significant risks and uncertainties
-------------------------------------------
Gaming regulation licensing. The Company's ability to conduct gaming
operations in the State of Colorado depends on the licensing or
qualification of the Company, Casino America, and Nevada Gold. No
Colorado gaming license has been issued to the Company, to date. Such
licensing and qualifications will be reviewed periodically by the
gaming authorities in Colorado.
Competition. The Black Hawk/Central City, Colorado market has many
established casinos. The market is highly competitive and other
significant development projects are currently being planned or are
under construction.
Construction risks. Construction projects entail significant
construction risks, including, but not limited to, costs overruns,
delays in receipt of governmental approvals, shortages of materials or
skilled labor, labor disputes, unforeseen environmental or engineering
problems, work stoppages, fire and other natural disasters,
construction scheduling problems and weather interference, any of
which, if it occurred, could delay construction and/or result in
substantial increases in costs to the Company. Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of," requires
impairment losses to be recognized for long-lived assets used in
operations when indicators of impairment are present and the
undiscounted cash flows are not sufficient to recover the assets'
carrying amounts. An impairment loss is measured by comparing the fair
value of the asset to its carrying amount.
Revenue and promotional allowances
----------------------------------
Casino revenues will be the net win from gaming activities which is
the difference between gaming wins and losses. Casino revenues will
be presented net of accruals for the anticipated payouts of
progressive electronic gaming device jackpots. Revenue will not
include the retail amount of food, beverage, and other items provided
gratuitously to customers. The cost of providing such complimentary
services will be included in casino expense.
Note 2. Property, plant and equipment
-----------------------------
Property, plant and equipment are stated at cost except for land
contributed by Blackhawk Gold, which is stated at its appraised value.
Depreciation will be computed, upon the commencement of gaming
operations, using the straight-line method over the estimated useful
lives of the property, plant and equipment.
6
<PAGE>
Note 3. Other assets
------------
Restricted cash - represents cash proceeds from the Notes held in
trust by IBJ Schroder Bank and Trust in New York, as trustee. These
funds are held in three separate accounts (Construction Disbursement,
Completion Reserve, Interest Reserve) with use restricted by an
indenture between the Company and trustee, dated August 20, 1997 in
connection with the issuance of the Notes ("the Indenture"). The
Construction Disbursement Account, approximately $48.2 million, will
be used for the development, construction and opening of the casino
entertainment complex by the Company in Black Hawk, Colorado. The
Completion Reserve Account, approximately $5.0 million, will be used
in the event there are insufficient funds in the Construction
Disbursement Account to complete the casino entertainment complex.
The Interest Reserve Account, approximately $14.1 million, will be
used to pay the first three fixed interest payments on the Notes,
which were issued pursuant to the Indenture.
Deferred financing costs - are being amortized over the life of the
bonds commencing on the date of issuance, August 20, 1997.
Note 4. Long-term debt
--------------
Long-term debt consists of $75,000,000 in 13% First Mortgage Notes
with contingent interest due August 31, 2004. The Notes were issued
under the Indenture dated August 20, 1997, between the Company and
Capital Corp. as co-issuers and the trustee. Interest on the Notes is
payable semiannually on February 28 and August 31 of each year,
commencing February 28, 1998. Additionally, contingent interest is
payable on the Notes on each interest payment date, in an aggregate
principal amount of 5% of the Company's Consolidated Cash Flow (as
defined in the Indenture), provided that no Contingent Interest shall
be payable prior to commencement of operations and may, under certain
circumstances, be deferred.
The Notes are redeemable at the option of the Company, in whole or in
part, at any time on or after August 1, 2001 at the redemption prices
(expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest to the redemption date, if redeemed during
the 12-month period beginning on August 31 of the years indicated
below:
Year Percentage
---- ----------
2001................. 106.5%
2002................. 103.2%
2003 and thereafter.. 100.0%
Beginning with the first operating year after the Company begins
gaming operations, the Company will be required to offer to purchase,
at the price of 101% of the aggregate principal amount thereof, the
maximum principal amount of the Notes that may be purchased with 50%
of the Company's excess cash flow.
Substantially all of the Company's assets are pledged as collateral
for long-term debt. At October 26, 1997, the Company was in compliance
with all debt covenants.
On October 17, 1997, the Company filed a Registration Statement on
Form S-4 (registration number 333-38093) relating to an exchange offer
for the Notes.
Note 6. Related Party Transactions
--------------------------
Completion Capital Commitment. Casino America has provided a
Completion Capital Commitment pursuant to which it has committed to
contribute to the Company up to $5.0 million in the event that such
amounts are necessary to cause the Company to
7
<PAGE>
commence operations on or before April 1, 1999, or if the Company has
not begun operating by such date.
Management Agreement. On April 25, 1997, the Company entered into a
Management Agreement, which was subsequently amended and restated,
(the "Management Agreement") with Casino America which will manage the
Casino entertainment complex in exchange for a fee. The Management fee
will be equal to two percent of revenues, plus ten percent of
operating income, but not to exceed four percent of revenues. The
management fee will go into effect upon commencement of casino
operations.
Note 7. Subsequent Events
-----------------
On July 29, 1997, Casino America of Colorado, Casino America,
Blackhawk Gold and Nevada Gold entered into a Members Agreement (the
"Members Agreement") which addressed development of the Isle-Black
Hawk, management of the Company, additional capital contributions, and
other matters. Pursuant to the Members Agreement, Blackhawk Gold has
the right to sell up to 4.8% ownership in the Company to Casino
America of Colorado, for up to $0.8 million. On November 13, 1997,
pursuant to that provision, Casino America of Colorado purchased a
.8% membership interest from Blackhawk Gold for $133,333. Blackhawk
Gold will have the option for 180 days following the purchase to buy
back the .8% interest for $133,333 plus interest through the date of
repurchase at the rate of the higher of 14.5% or Casino America's
highest cost of funds, plus 2%.
The general contractor (the "Contractor") for the Isle-Black Hawk
construction project, has notified the Company that excavation and
site preparation activities have uncovered a greater amount of less
stable weathered rock and overburden soil than originally anticipated.
Consequently, the Contractor expects that substantial additional
structural support of the mountain wall forming the rear of the
construction site for the Isle-Black Hawk will be required. In
addition, the City of Black Hawk has required certain changes to the
Company's excavation and site preparation plans with regard to the
slope of the rear wall excavation. The Contractor's position is that
it is entitled to an increase in the guaranteed maximum price under
the Design/Build Agreement, pursuant to which the Isle-Black Hawk is
being constructed, and an extension to the construction schedule.
Although the Company and the Contractor have not yet agreed to the
amount of a price adjustment or revision to the construction schedule,
the preliminary, unsubstantiated estimates provided by the Contractor
indicate that the foregoing developments may lead to a price
adjustment and schedule extension that could be material. The Company
and the Contractor are working to determine the extent of the
necessary changes and which party should bear any increased cost or
schedule delays. In the meantime, based on preliminary discussions
with the Contractor, the Company intends to add approximately $2.2
million to the development and construction budget for the Isle-Black
Hawk pending such determination, to be drawn first from interest
earnings on amounts in the
8
<PAGE>
Construction Disbursement Account, with the remainder (expected to be
approximately $1.6 million) to be allocated from the Completion Reserve Account
to the Construction Disbursement Account to provide for a possible increase in
the "guaranteed maximum price" under the Design/Build Agreement ultimately
resulting from the foregoing, and has revised its estimate of the date of
substantial completion of the Isle-Black Hawk from "late 1998 or early 1999" to
"early 1999." The Company believes that sufficient funds remain to enable the
Isle-Black Hawk to be developed as planned and open for business within the
anticipated time frame.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Company's financial statements, including the notes
thereto, and other financial information included elsewhere in this report.
The following discussion includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. In particular,
statements concerning the effects of increased competition in the Company's
market, the Company's excavation and site preparation activities and the
Company's plans to develop a hotel at its facility, are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, there can be no assurance that
such expectations are reasonable or that they will be correct. Actual results
may vary materially from those expected. Important factors that could cause
actual results to differ with respect to the Company's planned capital
expenditures principally include a lack of available capital resources,
construction and development risks such as cost overruns, shortages of materials
and labor and unforeseen delays resulting from weather interference, failure to
obtain necessary approvals, and changes in gaming laws and regulations in the
jurisdictions in which the Company operates. Other important factors that could
cause the Company's actual results to differ materially from expectations are
discussed under "Risk Factors" in the Company's Form S-4 Registration Statement,
filed with the Securities and Exchange Commission, registration no. 333-38093.
DEVELOPMENT ACTIVITIES
The Company was organized in April 1997 and was initially capitalized with
cash contributions from its members in the aggregate amount of $1,000. Since
that time, the Company's activities have been limited to applying for certain
necessary permits, licenses and approvals to enable it to construct and operate
the Isle-Black Hawk; arranging for the design, construction and financing of the
Isle-Black Hawk; coordinating the contribution to the Company of the property on
which the Isle-Black Hawk will be developed and other capital contributions and
conducting excavation at the site in preparation for construction. It is
anticipated that the Isle-Black Hawk will include a 55,000 square foot gaming
facility featuring approximately 1,100 slot machines, 24 table games and on-site
covered parking for approximately 1,000 vehicles, and various other amenities.
Subject to the delays inherent in construction projects of the magnitude of the
Isle-Black Hawk, and subject to obtaining the necessary gaming licenses, other
permits and financing, the Company expects to open the Isle-Black Hawk in early
1999.
RESULTS OF OPERATIONS
The Company is in the development stage and does not have any historical
operating results other than interest expense on the Company's outstanding
indebtedness, interest income on the Company's restricted cash, the receipt of
certain capital contributions and the capitalization of certain costs. The
capitalized costs have consisted primarily of license and permit application,
design, construction and financing fees. Future operating results are subject
to significant business, economic, regulatory and competitive uncertainties and
contingencies, many of which are beyond the control of the Company. While the
Company believes that the Isle-Black Hawk, if completed and opened, will be able
to attract a sufficient number of patrons and achieve the level of activity and
revenues necessary to permit the Company to meet its payment obligations,
including with respect to the Notes, there can be no assurance that the Company
will be able to achieve these results. Capital Corp. is a wholly owned
subsidiary of the Company and was incorporated for the sole purpose of serving
as co-issuer of the Notes in order to facilitate the Offering. Capital Corp.
will not have any operations or material assets and will not have any revenues.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's initial development expenses were incurred by its members as
provided in the Members Agreement and capitalized on the closing date of the
First Mortgage Notes. The Company expects to fund the continued development of
the Isle-Black Hawk from a combination of (i) equity contributions (primarily
real estate and up to $1.0 million of cash and third party development costs)
valued at approximately $15.4 million, (ii) net proceeds of 72.0 million from
the First Mortgage Notes, which were deposited and invested as set forth in the
Cash Collateral and Disbursement Agreement, and (iii) furniture, fixtures and
equipment financing in the amount of up to $15.0 million. In addition, Casino
America provided the Completion Capital Commitment, pursuant to which it
committed to contribute up to $5.0 million to the Company in the event that
amounts in the Construction Disbursement Account and the Completion Reserve
Account are insufficient to cause the Isle-Black Hawk to become Operating on or
before April 1, 1999, or if the Isle-Black Hawk is not Operating by such date.
The Company intends to add approximately $2.2 million to the development and
construction budget for the Isle-Black Hawk, to be drawn first from interest
earnings in the Construction Disbursement Account, with the remainder (expected
to be approximately $1.6 million) to be allocated from the Completion Reserve
Account to the Construction Disbursement Account, to provide for a possible
increase in the "guaranteed maximum price" under the Design/Build Agreement due
to the discovery of a greater amount of less stable weathered rock and
overburden soil at the construction site than was originally anticipated. See
Note 7. of Unaudited Consolidated Financial Statements. If the Company exercises
an option, exercisable by it on or prior to March 1, 1998, to contract a hotel
(the "Hotel Option") it intends to fund the increased costs of construction,
which are anticipated to be a $6.3 million increase to the "guaranteed maximum
price" set forth in the Design/Build Agreement pursuant to which the Isle-Black
Hawk is being constructed, through cost savings achieved through value
engineering, the availability of contractor's funds represented by the
contractor's contingency allowance and interest earnings on amounts deposited in
the Construction Disbursement Account and the Completion Reserve Account. The
funds provided by these sources are expected to be sufficient to develop and
commence operations of the Isle-Black Hawk and, if the Hotel Option is
exercised, a hotel, assuming no delays or construction costs overruns beyond
amounts in the Completion Reserve Account and the Completion Capital Commitment.
The Company has no other sources or plans to finance the completion of the
Isle-Black Hawk in the event that amounts in the Completion Reserve Account and
amounts available pursuant to the Completion Capital Commitment prove
insufficient.
Following the commencement of operations of the Isle-Black Hawk, the
Company expects to fund its operating and capital needs from operating cash
flows. The Company intends to establish initial working capital reserves to
provide for reasonably anticipated short-term liquidity needs. However, there
can be no assurance that any additional financing, if needed to meet its
liquidity needs, will be available to the Company in the future, or that, if
available, any such financing will be on terms favorable to the Company. There
can be no assurance that the Company's estimate of its reasonably foreseeable
liquidity needs is or will be accurate or that new business developments or
other unforeseen events will not occur, resulting in the need to raise
additional funds. The Company expects that the adequacy of its operating cash
flow will depend, among other things, upon customer acceptance of the Isle-Black
Hawk, the continued development of the Black Hawk, Colorado market as a gaming
destination, the intensity of the Company's competition, the efficiency of
operations, depth of customer demand, the effectiveness of the Company's
marketing and promotional efforts and the performance by the manager of its
responsibilities, pursuant to the Management Agreement.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
-----------------
Item 2. Changes in Securities - None
---------------------
Item 3. Defaults upon Senior Securities - None
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders - None
---------------------------------------------------
Item 5. Other Information - None
-----------------
Item 6. Exhibits and Reports on Form 8-K - None
--------------------------------
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ISLE OF CAPRI BLACK HAWK L.L.C.
Dated: December 10, 1997 By: /s/ Rexford A. Yeisley
----------------------
Rexford A. Yeisley
Chief Financial Officer & Treasurer
(Duly Authorized Officer and
Principal Financial Officer
and Accounting Officer)
13
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
27 Financial Data Schedule
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ISLE OF
CAPRI BLACK HAWK LLC'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND RELATED NOTES TO SAID
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-26-1998
<PERIOD-START> APR-28-1997
<PERIOD-END> OCT-26-1997
<CASH> 739
<SECURITIES> 0
<RECEIVABLES> 351
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,090
<PP&E> 19,517
<DEPRECIATION> 0
<TOTAL-ASSETS> 92,355
<CURRENT-LIABILITIES> 3,138
<BONDS> 75,000<F1>
0
0
<COMMON> 0
<OTHER-SE> 14,217
<TOTAL-LIABILITY-AND-EQUITY> 92,355
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,469
<INCOME-PRETAX> (788)
<INCOME-TAX> 0
<INCOME-CONTINUING> (788)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (788)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes Bonds payable of $75 million.
</FN>
</TABLE>
