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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 26, 1998
OR
[_]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 333-38093
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ISLE OF CAPRI BLACK L.L.C./
ISLE OF CAPRI BLACK HAWK CAPITAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 84-1422931
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
711 WASHINGTON LOOP, SECOND FLOOR, 39530
BILOXI, MISSISSIPPI (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
Registrant's telephone number, including area code: (228) 436-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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] No [_]
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 registrant's 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]
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INDEX
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PAGE
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PART I.................................................................... 1
ITEM 1. BUSINESS........................................................ 1
ITEM 2. PROPERTIES...................................................... 7
ITEM 3. LEGAL PROCEEDINGS............................................... 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 8
PART II................................................................... 8
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER'S
MATTERS......................................................... 8
ITEM 6. SELECTED FINANCIAL DATA......................................... 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS........................................... 8
ITEM 8. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS...................... 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE............................................ 21
PART III.................................................................. 21
ITEM 10. DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT.............. 21
ITEM 11. EXECUTIVE COMPENSATION......................................... 22
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 22
PART IV................................................................... 23
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K............................................................ 23
SIGNATURES................................................................ 24
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PART I
ITEM 1. BUSINESS
GENERAL
Isle of Capri Black Hawk L.L.C. (the "Company") (formerly ICB, L.L.C.) 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 which has not commenced gaming operations. The Company was formed to
develop and operate a casino entertainment complex in Black Hawk, Colorado,
approximately 40 miles west of Denver (the "Isle-Black Hawk"), which is
anticipated to open in late 1998 or early 1999.
The Company was organized in Colorado in April 1997, along with the Isle of
Capri Capital Corp. ("Capital"), a wholly-owned subsidiary of the Company that
has no operations, assets or liabilities, as a vehicle to raise capital for
the construction and development of the Isle-Black Hawk. In August 1997, the
Company issued $75 million principal amount of its First Mortgage Notes due
2004 with Contingent Interest (the "Notes"), the proceeds of which are being
used to finance the development of the Isle-Black Hawk. The Isle-Black Hawk
will be situated immediately adjacent to the southeast corner of Mill and Main
streets in Black Hawk, Colorado. The Isle-Black Hawk is expected to include a
55,000 square-foot facility featuring approximately 1,100 slot machines and up
to 24 table games (blackjack and poker).
The Isle-Black Hawk is expected to have a four-level, on-site parking
garage, with approximately 1,000 parking spaces, directly accessible by
elevator to the casino. The Isle-Black Hawk will also include an events
center, with the ability to seat up to 350 people, that will be used for
meetings, concerts, parties and promotions. Plans also call for a
delicatessen, a VIP lounge, a video arcade and a gift shop offering items
specific to the "Isle of Capri Casino" theme.
COMPETITION
The Company believes that the primary competitive factors in the Black Hawk
market (comprised of the cities of Black Hawk and Central City) are location,
availability and convenience of parking, number of slot machines and tables
games, types and pricing of amenities, name recognition, customer service and
overall atmosphere. Although the Company believes that the Black Hawk market
is primarily characterized by numerous small, privately held gaming
facilities, the Company considers its main competition to be the larger gaming
facilities located in Black Hawk and Central City, and particularly those with
considerable on-site parking and established brand names and reputations in
the local market. The largest casinos in the Black Hawk market in terms of
number of gaming positions are Harvey's Wagon Wheel Casino Hotel, Colorado
Central Station, Bullwhackers Black Hawk, Canyon Casino (formerly operated by
Harrah's), Fitzgeralds Black Hawk, Gilpin Hotel Casino and the Lodge. Each of
these casinos also offers on-site parking.
The Company believes that its primary competition will be from casinos
located in immediate proximity to the Isle-Black Hawk. Colorado Central
Station, a well-established casino, is located closest to the Isle-Black Hawk
across the intersection of Mill Street and Main Street. Colorado Central
Station has approximately 700 slot machines, approximately 20 table games,
amenities such as a food court and a bar and among the most parking spaces of
any gaming facility in the city of Black Hawk with approximately 690 valet
parking spaces. In June 1998, the Lodge opened a facility which has
approximately 800 slot machines, 22 table games, underground parking
accommodating approximately 500 vehicles, and 50 hotel rooms. This facility is
located approximately 0.3 miles from Isle-Black Hawk.
In addition to the existing competition, plans for three new casinos have
been either publicly announced or are already under construction in Black
Hawk. One of these, the Black Hawk Brewery has begun excavation and another,
Riviera, is expected to shortly begin construction.
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The casinos in Cripple Creek (located a driving distance of 110 miles to the
south of the Black Hawk market) and the Native American casinos located in the
southwestern corner of the state, constitute the only other casino gaming
communities in the state of Colorado. Management believes that Cripple Creek,
located 45 miles west of Colorado Springs, also provides limited competition
to the Black Hawk market. The Isle-Black Hawk will also compete with other
forms of gaming including lottery gaming and horse and dog racing, among
others, and compete for entertainment dollars generally with other forms of
entertainment. The information contained in this discussion of competition was
derived from publicly available data, except where stated otherwise. While the
Company regards these sources as reasonably reliable, no assurances can be
made regarding the accuracy of such information.
CONSTRUCTION SUMMARY
The Isle-Black Hawk is being built pursuant to a design/build agreement (the
"Design/Build Agreement") with Haselden Construction, Inc. (the "Contractor").
The development and construction of the Isle-Black Hawk involves the
following: (a) excavation, including any remediation or reinforcement of
structural abnormalities or other problems uncovered in or caused by the
excavation process, (b) construction of the foundation and superstructure of
the Isle-Black Hawk, (c) interior finish of the Isle-Black Hawk, (d) the
widening of the Mill Street bridge and construction of a pedestrian bridge (as
required by the City of Black Hawk), (e) construction of the parking
facilities and (f) other aesthetic enhancements, including landscaping.
Excavation has been completed and construction of the superstructure is
underway. The Isle-Black Hawk is expected to be substantially completed by
late 1998 or early 1999.
The Design/Build Agreement provides that Contractor, itself and through
various subcontractors, has agreed to design and construct the Isle-Black Hawk
and perform all necessary excavation and other site work as well as provide
certain non-gaming furniture, fixtures and equipment. The Isle-Black Hawk will
be constructed to allow a hotel to be developed on top of the facility in the
future, although the Company currently has no definitive plans to do so.
The Design/Build Agreement provides for a "guaranteed maximum price" of
$47.3 million (exclusive of construction of a hotel) which is fully supported
by a payment and performance bond from Contractor and a site specific errors
and omissions policy in the amount of $5.0 million, subject to a $25,000
deductible payable by Contractor which covers errors and omissions of all
professional architects and engineers working on the projects. The payment and
performance bond does not cover professional design or engineering errors or
omissions. The "guaranteed maximum price" is subject to increase if plans or
specifications change or if the project (i) encounters certain unforeseen
geological or excavation conditions, (ii) is delayed by the Company without
the fault or negligence of Contractor, or (iii) is delayed because of a change
in law. The "guaranteed maximum price" may also be decreased if changes in
design and specifications provide cost savings. The Company incurred $2
million of additional costs in early 1998 due to unforeseen excavation
conditions, and approximately $0.7 million of additional costs, consisting
primarily of labor-related costs, in connection therewith to maintain the
project's construction schedule, all of which were embodied in a change order
to the Design/Build Agreement dated December 19, 1997. Additionally, to
discourage delays, liquidated damages will be payable by Contractor for each
day that substantial completion of the Isle-Black Hawk is delayed (other than
by an excusable event) past the Casino Substantial Completion Date, as defined
in the Design/Build Agreement, by (i) $0 per day for the first fourteen days
of the delay, (ii) $12,000 per day for the next fourteen days and (iii)
$18,000 for each day thereafter. To encourage early completion of the Isle-
Black Hawk incentive fees will be payable to Contractor in the amount of
$10,000 for each day that the Isle-Black Hawk is substantially completed
before the seventh day prior to the Casino Substantial Completion Date. The
Design/Build Agreement also provides incentives for Contractor to limit
construction costs by sharing cost savings between the Company and Contractor
as follows: (i) the first $500,000 of savings accrues entirely to the Company,
(ii) the next $500,000 of savings are split 80% to the Company and 20% to
Contractor or (iii) the next $1,000,000 of savings are split 70% to the
Company and 30% to Contractor.
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RECENT DEVELOPMENTS
A newly formed division of the Blackhawk Improvement District has plans to
sell $3.0 million of municipal bond financing to pay for approximately $2.4
million municipal improvements which the Company agreed to make for the City
of Blackhawk as part of its development plans. Funds to repay these bonds will
be obtained by the District through a special assessment to be levied equally
against the property owned by the Company and Riviera over a period of ten
years.
On January 2, 1998, Casino America of Colorado acquired approximately 0.7
acres of property contiguous to the property being developed by the Isle-Black
Hawk for expansion of the entrance and signage (the "Acquired Property'). On
January 2, 1998, the Company, as Lessee, entered into a lease agreement with
Casino America of Colorado for the Acquired Property and will utilize the
Acquired Property in developing the Isle-Black Hawk. The lease payment
consists of $102,000 paid upon the inception of the lease and $17,000 per
month, commencing July 15, 1998, and continuing until December 31, 2002. The
term of the lease is through December 31, 2002, and thereafter on a year to
year basis. During the term of the lease, the Company has the right to
purchase the property for $1,500,000 plus all interest and out-of-pocket costs
that Casino America of Colorado incurred in connection with the purchase and
ownership of the land, less any payments made by the Company, as Lessee.
EMPLOYEES
The Company currently has no employees, but upon opening anticipates having
an average of 825 full-time equivalent employees subject to seasonal
fluctuation, with the highest number of employees during the summer months.
REGULATORY MATTERS
Operating Restrictions. Colorado gaming law permits legalized limited gaming
in the cities of Central City, Black Hawk and Cripple Creek, Colorado.
"Limited gaming" is defined as the use of slot machines and the card games of
black jack and poker, each with a maximum single bet of five dollars. Gaming
is confined to the commercial districts of Black Hawk, Central City and
Cripple Creek as those commercial districts are defined in city ordinances.
Gaming is restricted to structures that conform to the architectural styles
and designs that were common to the areas prior to World War I, as determined
by the municipal governing bodies. No more than 35% of the square footage of
any building and no more than 50% of any one floor of such building may be
used for gaming. Gaming operations are prohibited between the hours of 2:00
a.m. and 8:00 a.m. No limits are imposed on total patron losses and casinos
are not allowed to extend credit to the patrons. Persons under the age of 21
are prohibited from participating in gaming or lingering in gaming areas of a
casino. Colorado law requires licensees to maintain detailed books and records
that accurately account for all monies and business transactions. Books and
records must be furnished upon demand to the Colorado authorities. Detailed
and extensive playing procedures, standards, requirements and rules of play
are established for poker, blackjack and slot machines. Licensees must, in
addition, adopt comprehensive internal control procedures governing their
gaming operations. Such procedures must be approved in advance by the Colorado
authorities and include the areas of accounting, surveillance, security,
cashier operations, key control and fill and drop procedures, among others. No
gaming may be conducted in Colorado unless all appropriate licenses are
approved by and obtained from the Colorado Limited Gaming Control Commission
(the "Colorado Commission"). Violations of Colorado gaming laws or regulations
are criminal offenses and the person or entity violating the same may, in
addition, be subject to fines and have its gaming license suspended or
revoked.
License Information Requirements. The Colorado Commission may issue the
following five types of licenses: (i) slot machine manufacturer or
distributor; (ii) operator; (iii) retail gaming; (iv) support; and (v) key
employee. The first three licenses are issued for a one-year period and
require annual renewal. However, support licenses and key employee licenses
are issued for two year periods and are renewable. The Colorado Commission has
broad discretion to condition, suspend, revoke, limit or restrict a license at
any time and also has the authority to impose fines.
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A slot machine manufacturer or distributor license is required for all
persons who manufacture, import or distribute slot machines in Colorado, or
who otherwise act as slot machine manufacturers or distributors. No
manufacturer or distributor of slot machines may have an interest in any
casino retailer or operator, allow any of its officers or persons with a
substantial interest in it to have such an interest, employ any person if such
person is employed by a casino retailer or operator, or allow any casino
retailer or operator or person with a substantial interest therein to have an
interest in a manufacturer's or distributor's business. "Substantial interest"
means the lesser of: as large an interest (direct or indirect) in the licensee
as that of any other shareholder, partner or principal, or any financial or
equity interest equal to or greater than 5%. Notwithstanding the definition of
"substantial interest", there may remain an argument that the ownership of
less than 5% of the voting securities of a publicly traded licensee or
publicly traded affiliate of a licensee is not a substantial interest. On
December 15, 1997, the Division ruled that it is unlawful for any officers,
directors or persons holding a substantial interest in a
manufacturer/distributor to hold publicly or privately traded stock in a
corporation operating as a retailer in Colorado, and vice versa. An operator
license is required for all persons who permit slot machines on their premises
or who engage in the business of placing and operating slot machines on the
premises of a retailer. A retail gaming license is required for all persons
permitting or conducting gaming on their premises and such license may be
granted only to a retailer. No person may have an ownership interest in more
than three retail licenses. All natural persons employed in the field of
gaming must hold either a support or key employee license. The Colorado
Commission recently ruled that businesses which provide gaming-related
services must obtain support licenses. Every retail gaming licensee must have
a key employee licensee in charge of all gaming activities available at all
times when gaming is being conducted. The Colorado Commission may determine
that any employee of a licensee is a key employee and, therefore, require that
such person apply for licensing as a key employee.
An applicant for any type of Colorado license must provide the following
information: (i) personal background information; (ii) financial information;
(iii) participation in legal or illegal activities in Colorado or other
jurisdictions, including foreign countries; (iv) criminal record information;
(v) information concerning all pecuniary and equity interest in the applicant;
and (vi) other information as requested or required. Prior to licensure,
applicants must satisfy the Colorado Commission that they are suitable for
licensing and are of good moral character. The Colorado legislature has
defined unsuitability or unsuitable in relation to a person as the inability
to be licensed by the Colorado Commission because of prior acts, associations
or financial conditions, and, in relation to acts or practices, those which
violate or would violate the statutes or rules or are or would be contrary to
the declared legislative purposes of the Colorado Act. Without limiting the
foregoing, a person cannot be licensed if such person has served a sentence
upon conviction of a felony or fraud-related misdemeanor within ten years or
has been convicted of a gambling-related offense, or is currently under a
prosecution or is associated with organized crime or has refused to cooperate
in certain governmental investigations. Applicants have the burden of proving
their qualifications to the Colorado Commission and must submit to and pay the
full cost of any background investigations as may be ordered by the Colorado
Commission. There is no limit on the cost of such background investigations
and no guaranty that any applicant will receive licensing from the Colorado
Commission.
The current practice of the Colorado authorities is to require the following
persons and entities to complete background investigation forms, and to
provide comprehensive information and to submit to a full background
investigation: (a) persons or entities owning (either directly or on a pass-
through basis) 5% or more of a licensee (other than certain institutional
investors in publicly traded licensees), (b) directors and officers of the
licensees and (c) in certain circumstances, directors and officers of entities
described at (a) above. But, the Colorado authorities retain the discretion to
require any person or entity with an interest in a licensee (directly or on a
pass-through basis) to submit such information and undergo such investigation.
The purpose of the investigation is to determine each such person's or
entity's qualifications and suitability for licensure. In addition, all
persons loaning monies, goods or real or personal property to a licensee or
applicant, or having any interest in a licensee or applicant, or entering into
any agreement with licensee or applicant, must provide any information if so
requested by the Colorado authorities, including submission to a full
background investigation if ordered by the Colorado authorities.
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Persons found unsuitable by the Colorado Commission may be required
immediately to terminate any interest in, association or agreement with or
relationship to a licensee. A finding of unsuitability with respect to any
officer, director, employee, associate, lender or beneficial owner of a
licensee or applicant also may jeopardize the licensee's license or the
applicant's license application. A license grant may be conditioned upon the
termination of any relationship with unsuitable persons.
Licensees have a continuing duty to report to the Colorado Commission
information concerning persons with a financial or equity interest in the
licensee, or who have the ability to control or exercise a significant
influence over the licensee, or who loan money to the licensee. Therefore, the
requisite information regarding the holders of the Notes will have to be
periodically reported to the Colorado authorities.
As a general rule, under the Colorado law and regulations, it is a criminal
violation for any person to have a legal, beneficial, voting or equitable
interest, or right to receive profits, in more than three retail gaming
licenses in Colorado. The Colorado Commission has ruled that a person does not
have an interest in a licensee for purposes of the multiple-license
prohibition if: (i) such person has less than a 5% interest in an
institutional investor which has an interest in a publicly traded licensee or
publicly traded company affiliated with a licensee (such as the Company); (ii)
a person has 5% or more financial interest in an institutional investor, but
the institutional investor has less than a 5% interest in a publicly traded
licensee or publicly traded company affiliated with a licensee; (iii) an
institutional investor has less than 5% financial interest in a publicly
traded licensee or publicly traded company affiliated with a licensee; (iv) an
institutional investor possesses securities in a fiduciary capacity for
another person, and does not exercise voting control over 5% or more of the
outstanding voting securities of a publicly traded licensee or of a publicly
traded company affiliated with a licensee; (v) a registered broker or dealer
retains possession of securities of a publicly traded licensee or of a
publicly traded company affiliated with a licensee for its customers in street
name or otherwise, and exercises voting rights for less than 5% of the
publicly traded licensee's voting securities or of a publicly traded company
affiliated with licensee; (vi) a registered broker or dealer acts as a market
maker for the stock of a publicly traded licensee or of a publicly traded
company affiliated with a licensee and possesses a voting interest in less
than 5% of the stock of the publicly traded licensee or of a publicly traded
company affiliated with a licensee; (vii) an underwriter is holding securities
of a publicly traded licensee or of a publicly traded company affiliated with
a licensee as part of an underwriting for no more than 90 days if it exercises
voting rights with respect to less than 5% of the outstanding securities of a
publicly traded licensee or a publicly traded company affiliated with a
licensee; (viii) a stock clearinghouse holds voting securities for third
parties, if it exercises voting rights with respect to less than 5% of the
outstanding securities of a publicly traded licensee or of a publicly traded
company affiliated with a licensee; or (ix) a person owns less than 5% of the
voting securities of the publicly traded licensee or publicly traded company
affiliated with a licensee. Hence, the business opportunities of the Company
and its stockholders in Colorado are limited to such interests that comply
with the statute and Commission's rules.
Conveyance of Licensor. With limited exceptions applicable to licensees that
are publicly traded entities, no person may sell, lease, purchase, convey or
acquire any interest in a retail gaming or operator license or business
without the prior approval of the Colorado Commission. Also, no person may own
gaming equipment without being licensed. Such prohibition could impair the
ability of the holders of the Notes to liquidate the assets of the Company
upon any foreclosure of the liens securing the Notes.
There cannot be a change in control of the Company without the Colorado
Commission's prior approval. Also, there can be no change in the membership
interests of the Company without the Colorado Commission's prior approval.
All agreements, contracts, lease or arrangements in violation of applicable
Colorado law or regulations are void and unenforceable. The Colorado
Commission or Division Director may require changes in gaming contracts (which
are any agreements with a licensee, such as the Notes) or termination of a
gaming contract.
Rule 4.5. In addition to the other requirements of the gaming laws, the
Colorado Commission has enacted a special rule, Rule 4.5, which imposes
additional requirements on publicly traded corporations holding gaming
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licenses in Colorado and on gaming licensees in Colorado owned directly or
indirectly by publicly traded corporations. The term "publicly traded
corporation" is a specially defined term and may include limited liability
companies, trusts, partnerships and other business organizations, and may even
include entities exempted from the registration requirements of the securities
laws under certain circumstances.
Under Rule 4.5., licensees to whom Rule 4.5 applies must include in their
articles of organization or similar charter documents certain specified
provisions that: restrict the rights of the licensee to issue voting interests
or securities except in accordance with the Colorado gaming laws; limit the
rights of persons to transfer voting interests or securities of a licensee
except in accordance with the Colorado gaming laws; and provide that holders
of voting interests or securities of a licensee found unsuitable by the
Colorado Commission may be required to sell their interests or securities back
to the issuer at the lesser of, in general terms, the holder's investment or
the market price as of the date of the finding of unsuitability.
Alternatively, and with authorization by the Colorado Commission, the holder
may in limited circumstances transfer the voting interest or securities to a
suitable person (as determined by the Colorado Commission). Until the voting
interests or securities are held by suitable persons, the issuer may not pay
dividends or interest on them, the interests or securities may not be voted,
or entitled to any vote, and they may not be included in the voting or
securities of the issuer, and the issuer may not pay any remuneration in any
form to the holder of the securities or interests.
Pursuant to Rule 4.5, persons who acquire direct or indirect beneficial
ownership of (i) 5% or more of any class of voting securities of a publicly
traded corporation involved in gaming in Colorado or (ii) 5% or more of the
beneficial interest of any class of voting securities in a gaming licensee
directly or indirectly through any class of voting securities of any holding
company or intermediary company of a licensee (all such person hereinafter
referred to as "qualifying person"), must notify the Colorado authorities
within 10 days of such acquisition, are required to submit all requested
information and are subject to a finding of suitability. Licensees also must
notify any qualifying person of these requirements. A qualifying person whose
interests equal 10% or more must apply to the Colorado Commission for a
finding of suitability within 45 days after acquiring such securities.
Licensees must also notify any qualifying persons of these requirements.
Whether or not notified, qualifying persons are responsible for complying with
these requirements.
A qualifying person who is an institutional investor under Rule 4.5 and
whose interests equal 15% or more must apply to the Colorado Commission for a
finding of suitability within 45 days after acquiring such interests. A
qualifying person who is an institutional investor and whose interests are
less than 15%, may not be required to apply for suitability, provided such
person fulfills certain reporting requirements.
Pursuant to Rule 4.5, persons found unsuitable by the Colorado Commission
must be removed from any position as an officer, director, or employee of a
licensee, or from a holding or intermediary company thereof. Such unsuitable
persons also are prohibited from any beneficial ownership of the voting
securities of any such entities. Licensees, or affiliated entities of
licensees, are subject to sanctions for paying dividends to persons found
unsuitable by the Colorado Commission, or for recognizing voting rights of, or
paying a salary or any remuneration for services to, unsuitable persons.
Licensees or their affiliated entities also may be sanctioned for failing to
pursue efforts to require unsuitable persons to relinquish their interests.
The Colorado Commission may determine that anyone with a material relationship
to a licensee, or affiliated company, must apply for a finding of suitability.
Taxes. In addition, to any other applicable license fees, up to a maximum of
40% of the adjusted gross proceeds of gaming operations ("AGP") may be payable
by a licensee for the privilege of conducting gaming. AGP is generally defined
as the total amounts wagered less all payments to players. With respect to
games of poker, AGP means those sums wagered in a hand retained by the
licensee as compensation, which must be consistent with the minimum and
maximum amounts established by the Colorado Commission. Currently, the gaming
tax on AGP is; 2% on the first $2 million of AGP; 4% on AGP from $2 million to
$4 million; 14% on AGP from $4 million to $5 million; 18% on AGP from $5
million to $10 million; and 20% on AGP over $10 million. The gaming tax is
paid monthly, with licensees required to file returns by the 15th of the
following month. Effective July 1 of each year, the Colorado Commission
establishes the gaming tax for the following 12 months.
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Annual Device Fees. The Colorado Commission requires all gaming licensees to
pay an annual device fee for each slot machine, blackjack table and poker
table. The current annual state device fee is $75. The municipalities of
Central City, Black Hawk and Cripple Creek also assess and collect their own
device fees. The current annual device fee in Black Hawk is $750 per device.
There is no statutory limit on state or city device fees, which may be
increased at the discretion of the state or city. The state device fee is not
prorated; a device used at any time during the year is assessed the full state
fee. Local device fees are currently prorated according to device usage; the
city of Black Hawk prorates device fees such that any device used at any time
during a month is subject to the device fee for such month. In addition, a
business improvement fee of up to $154.08 per device and a transportation
impact fee of $77 per device also may apply depending upon the location of
licensed premises. The Isle-Black Hawk is currently not subject to the
business improvement fee of $100 per device.
Alcohol. The sale of alcoholic beverages in gaming establishments is subject
to strict licensing, control, and regulation by state and local authorities.
Alcoholic beverage licenses are revocable and non-transferable. State and
local licensing authorities have full power to deny, limit, condition, suspend
or revoke any such licenses. Persons or entities which directly or on a pass-
through basis own 10% or more of a licensee will be required to complete
applications and submit certain personal and financial information, and be
subject to investigation. Violation of the state alcoholic beverage laws may
constitute a criminal offense, and violators may be subject to criminal
prosecution, incarceration and fines.
There are various classes of alcoholic beverage licenses under the Colorado
Liquor Code. ICBH has applied for a retail gaming tavern license. In no event
may any person hold more than or have an interest in more than three retail
gaming tavern licenses. Also, a person may not have an interest in more than
one type of liquor license, so that a person with an interest in the Company
cannot have an interest in a hotel and restaurant liquor license. An
application for an alcoholic beverage license in Colorado requires notice,
posting and a public hearing before the local liquor licensing authority. The
Department's Liquor Enforcement Division also must approve the application.
Recent Developments. In 1997 the state legislature passed, but the Governor
vetoed, a bill that would have permitted video lottery terminals in dog and
horse race tracks under certain terms and conditions. In 1998, a similar bill
was presented, but not passed by the state legislature. Video lottery
terminals are games of chance, similar to slot machines, in which the player
pushes a button that causes a random set of numbers or characters to be
displayed on a video screen. Depending on the display, the player may be
awarded a ticket, which can be exchanged for cash or playing credit. There can
be no assurance that similar legislation permitting video lottery terminals in
dog and horse race tracks or other venues will not be considered in the
future.
Federal legislation was recently enacted that established a National
Gambling Impact and Policy Commission to study the economic impact of gambling
on the United States, the individual states and Native American tribes.
Additional federal regulation may occur due to the initiation of hearings by
the Commission. Any new federal or state legislation could have a material
adverse effect on the Company.
The Company currently holds no gaming or liquor licenses, but has applied
for those licenses. While the Company believes that it will be able to obtain
such licenses, no assurances can be given that such licenses will be issued or
granted, or, if issued and granted, not subject to additional material
restrictions or subsequently revoked. The failure or inability to obtain any
such licenses in a timely manner, the imposition of additional material
restrictions in connection therewith, or the subsequent revocation of any such
license, would materially and adversely affect the Isle-Black Hawk.
ITEM 2. PROPERTIES.
The property upon which the Isle-Black Hawk is being built is owned by the
Company and consists of approximately 9.4 acres located at the southeast
corner of Mill and Main streets in Black Hawk, Colorado. Approximately 8.7
acres is owned by the Company and approximately 0.7 acres is leased by the
Company from Casino America of Colorado with an option to purchase. See Recent
Developments.
7
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
None
ITEM 6. SELECTED FINANCIAL DATA.
The following selected historical financial information has been derived
from the consolidated financial statements of the Company and should be read
in conjunction with the consolidated financial statements and notes thereto,
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED APRIL
26, 1998
-----------
(IN
THOUSANDS)
<S> <C>
INCOME STATEMENT DATA
Revenues....................................................... $ --
Operating income............................................... --
Net income (loss).............................................. (2,032)
<CAPTION>
APRIL 26,
1998
-----------
(IN
THOUSANDS)
<S> <C>
BALANCE SHEET DATA
Total assets................................................... $95,877
Long-term debt................................................. 75,000
Members' equity................................................ 12,973
</TABLE>
ITEM 7. 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 construction activities and the Company's possible 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,
unforeseen delays
8
<PAGE>
resulting from weather interference, failure to obtain necessary approvals,
further development of the competitive environment in the Black Hawk market,
environmental issues and changes in gaming laws and regulations in the
jurisdiction 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 Registration Statement on Form
S-4, 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; conducting excavation and construction activities at
the site. It is anticipated that the Isle-Black Hawk will include a 55,000
square-foot gaming facility featuring approximately 1,100 slot machines, up to
24 table games, on-site covered parking for approximately 1,000 vehicles and
various other amenities. On August 25, 1997, the Company was issued an
excavation permit and began excavation on or about August 25, 1997. On March
3, 1998, the Company was issued a foundation permit and began pouring the
foundation for the Isle-Black Hawk on or about March 6, 1998. 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 for business in
late 1998 or early 1999.
The general contractor (the "Contractor") for the Isle-Black Hawk
construction project notified the Company in November, 1997 that excavation
and site preparation activities had uncovered a greater amount of less stable
weathered rock and overburden soil than originally anticipated. As a result,
the Company added $2.7 million to the development and construction budget for
the Isle-Black Hawk, consisting of $2.0 million to cover the additional
excavation and site preparation costs and an additional $0.7 million of
primarily labor costs to maintain the project's construction schedule. The
Company accordingly amended its excavation and construction budget on December
19, 1997. The additional $2.7 million is to be drawn from past and future
interest earnings on amounts in the Construction Disbursement Account. 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.
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. Isle of Capri Black
Hawk Capital Corp. ("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. Capital Corp. will not have any operations or material assets and
will not have any revenues.
LIQUIDITY AND CAPITAL RESOURCES
The Company's initial capital was contributed by its members as provided in
the Members Agreement and recorded on the closing date of the offering of the
Notes. The Company expects to fund the continued development of the Isle-Black
Hawk from a combination of (i) previous equity contributions (primarily real
estate and up to $1.0 million of cash and third party development costs)
valued at approximately $15.4 million,
9
<PAGE>
(ii) net proceeds of $72.0 million from the sale of the 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. On December 19, 1997,
the Company added approximately $2.7 million to the development and
construction budget for the Isle-Black Hawk, to be drawn from past and future
interest earnings in the Construction Disbursement Account, to provide for an
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 and
to maintain the project's construction schedule. See the previous discussion
under "--Development Activities". The Company did not exercise an option under
the Design/Build Agreement on March 1, 1998, to construct a 118-room hotel.
The Company is reviewing plans for the construction of a hotel; however, as of
the date of this filing, no definitive arrangements have been made.
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.
YEAR 2000 COMPLIANCE
The Company is currently in the process of evaluating its information
technology infrastructure for Year 2000 issues (i.e., computer applications
that use only two digits to identify a year and could produce erroneous
results after 1999). The Company does not expect any material cost to be
incurred to modify its information technology infrastructure in order to be
Year 2000 compliant, as all software needed will be provided by the respective
information technology vendors at no charge to the Company. The Company has
obtained assurances from its software vendors with respect to Year 2000 issues
and does not anticipate any material disruption in its operations. The Company
expects to have all software modifications in place by April 1999. The date
which the Company believes it will complete the Year 2000 modifications is
based on information obtained by management from its information technology
vendors which could be impacted if these third-party companies are not
compliant in a timely manner.
10
<PAGE>
ITEM 8. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ISLE OF CAPRI BLACK HAWK L.L.C.
Report of Independent Auditors............................................. 12
Consolidated Balance Sheet................................................. 13
Consolidated Statement of Operations....................................... 14
Consolidated Statement of Members' Equity.................................. 15
Consolidated Statement of Cash Flows....................................... 16
Notes to Consolidated Financial Statements................................. 17
</TABLE>
11
<PAGE>
REPORT OF INDEPENDENT AUDITORS
We have audited the accompanying balance sheet of Isle of Capri Black Hawk
L.L.C. (a development stage company) as of April 26, 1998, and the related
consolidated statements of operations, members' equity and cash flows for the
period April 25, 1997 (date of inception) through April 26, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion of these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Isle of Capri Black Hawk
L.L.C. at April 26, 1998, and the results of its operations and its cash flows
for the period from April 25, 1997 (date of inception) through April 26, 1998,
in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
June 10, 1998
12
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
APRIL 26,
ASSETS 1998
------ ---------
CURRENT ASSETS:
Cash................................................................ $ 547
Interest receivable................................................. 1,031
Prepaid expenses.................................................... 34
-------
TOTAL CURRENT ASSETS.............................................. 1,612
PROPERTY AND EQUIPMENT:
Land and land improvements.......................................... 14,544
Construction in progress............................................ 26,398
-------
Property and equipment................................................ 40,942
OTHER ASSETS:
Restricted cash..................................................... 48,948
Deferred financing costs, net of accumulated amortization of $481... 4,375
-------
TOTAL ASSETS...................................................... $95,877
=======
LIABILITIES AND MEMBERS' EQUITY
-------------------------------
CURRENT LIABILITIES:
Accounts payable--trade............................................. $ 4,602
Accrued interest.................................................... 1,688
Accrued construction payable........................................ 1,614
-------
TOTAL CURRENT LIABILITIES......................................... 7,904
LONG-TERM DEBT........................................................ 75,000
MEMBERS' EQUITY:
Member's equity--Casino America of Colorado, Inc. .................. 7,121
Member's equity--Blackhawk Gold, Ltd................................ 5,852
-------
TOTAL MEMBERS' EQUITY............................................. 12,973
-------
TOTAL LIABILITIES AND MEMBERS' EQUITY............................. $95,877
=======
See notes to consolidated financial statements.
13
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 25, 1997
(DATE OF INCEPTION)
THROUGH
APRIL 26, 1998
-------------------
<S> <C>
INTEREST EXPENSE, NET OF CAPITALIZED INTEREST OF $2,320..... (5,021)
INTEREST INCOME ............................................ 2,989
-------
NET LOSS.................................................... $(2,032)
=======
</TABLE>
See notes to consolidated financial statements.
14
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
CASINO AMERICA BLACKHAWK TOTAL
OF GOLD, MEMBERS'
COLORADO, INC. LTD. EQUITY
-------------- --------- --------
<S> <C> <C> <C>
BALANCE, APRIL 25, 1997 (DATE OF INCEPTION).. $ -- $ -- $ --
Capital contribution development costs..... 317 -- 317
Capital contribution--cash................. 7,084 -- 7,084
Capital contribution--land................. 100 7,504 7,604
Equity transfer............................ 833 (833) --
Net loss................................... (1,213) (819) (2,032)
------- ------ -------
BALANCE, APRIL 26, 1998...................... $ 7,121 $5,852 $12,973
======= ====== =======
</TABLE>
See notes to consolidated financial statements.
15
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 25, 1997
(DATE OF INCEPTION)
THROUGH
APRIL 26, 1998
-------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (2,032)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization of deferred financing costs................ 481
Changes in current assets and liabilities:
Interest receivable................................. (1,031)
Prepaid expenses.................................... (34)
Accounts payable and accrued liabilities............ 6,212
--------
NET CASH PROVIDED BY OPERATING ACTIVITIES............... $ 3,596
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment...................... (31,148)
Increase in restricted cash............................. (48,948)
--------
NET CASH USED IN INVESTING ACTIVITIES................... (80,096)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowing................................. 72,000
Deferred financing costs................................ (1,641)
Principal payment on land mortgage...................... (396)
Capital contribution received........................... 7,084
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES............... 77,047
Net increase in cash...................................... 547
Cash, beginning of period................................. --
--------
CASH, END OF PERIOD....................................... $ 547
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAYMENTS FOR:
Interest................................................ $ 5,172
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Debt issued for:
Underwriting fees on first mortgage notes............. 3,000
Capital contributions:
Land, net of mortgage of $396......................... 7,604
Financing fees........................................ 137
Property and equipment................................ 180
Other:
Construction costs funded through accounts payable.... 1,614
</TABLE>
See notes to consolidated financial statements.
16
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
NOTES TO 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"), 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 (the "Isle-Black Hawk"), which is anticipated to open in late
1998 or early 1999.
On August 20, 1997, the Company and Isle of Capri Black Hawk 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 (the "Notes") due 2004 with Contingent Interest in order to finance the
construction and development of the Isle-Black Hawk.
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 to the
Company and Blackhawk Gold contributed land to the Company.
On July 29, 1997, Casino America of Colorado, Casino America, Blackhawk Gold
and Nevada Gold also entered into a Members Agreement (the "Members
Agreement") which addressed the development of the Isle-Black Hawk, management
of the Company, additional capital contributions, and other matters. On August
20, 1997, pursuant to the Members Agreement, Casino America of Colorado
purchased from Blackhawk Gold a 4.2% ownership interest (the "Transferred
Interest") in the Company for $700,000, and Blackhawk Gold had 180 days within
which to reacquire all or a portion of the Transferred Interest for $700,000,
together with interest. In addition, pursuant to the Members Agreement,
Blackhawk Gold had the right to sell up to an additional 4.8% ownership
interest in the Company to Casino America of Colorado (the "Put"), for up to
$800,000, and to repurchase, within 180 days, any ownership interest sold
pursuant to the Put, with the repurchase price being the price for which such
ownership interest was sold, together with interest. On November 13, 1997,
pursuant to the Put, Casino America of Colorado purchased an additional .8%
ownership interest from Blackhawk Gold for $133,333. On February 16, 1998,
pursuant to the Put, Casino America of Colorado acquired an additional 4.0%
ownership interest from Blackhawk Gold for $666,000, exhausting Blackhawk
Gold's right to sell any additional ownership interest pursuant to the Put.
Simultaneously, Blackhawk Gold repurchased from Casino America of Colorado, a
4.0% ownership interest out of the Transferred Interest for $714,000, which
includes interest. As a result, following the transfers pursuant to the Put
and the repurchase of a portion of the Transferred Interest discussed above,
Casino America of Colorado has an ownership interest in the Company of 60% and
Blackhawk Gold has an ownership interest in the Company of 40%. Profits and
losses of the Company are allocated in proportion to ownership interests.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles necessarily requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as revenues and expenses during the reporting
period. Actual amounts when ultimately realized could differ from those
estimates.
17
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Recently Issued Authoritative Pronouncement
In April 1998, the AICPA's Accounting Standards Executive Committee issued
SOP 98-5, Reporting on the Costs of Start-Up Activities. SOP 98-5 requires
entities to charge to expense start-up costs, including organizational costs,
as incurred. In addition, the SOP requires entities upon adoption to write-off
as the cumulative effect of a change in accounting principle any previously
capitalized start-up or organization costs. The SOP is effective for most
entities for fiscal years beginning after December 15, 1998.
Cash equivalents
The Company considers all highly liquid investments with a maturity at the
time of purchase of three months or less to be cash equivalents. At April 26,
1998, there were no cash equivalents.
Pre-opening 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 Isle-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, Nevada Gold, and other persons and entities
associated with the foregoing. 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 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. In that event, 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.
18
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. PROPERTY AND EQUIPMENT
Property 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 and equipment.
NOTE 3. OTHER ASSETS
Restricted cash--represents cash proceeds from the sale of 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
and Interest Reserve), with use restricted by an indenture between the Company
and the trustee, dated August 20, 1997 in connection with the issuance of the
Notes (the "Indenture"). Amounts in the Construction Disbursement Account,
which contained approximately $34.7 million at April 26, 1998, will be used
for the development, construction and opening of the casino entertainment
complex by the Company in Black Hawk, Colorado. Amounts in the Completion
Reserve Account, approximately $5.1 million at April 26, 1998, will be used in
the event there are insufficient funds in the Construction Disbursement
Account to complete the casino entertainment complex. Amounts in the Interest
Reserve Account, approximately $9.1 million at April 26, 1998, have been and
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 Notes
using the effective interest method commencing on the date of issuance, August
20, 1997.
NOTE 4. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
the value:
Restricted cash--The carrying amounts approximate fair value because of
the short maturity of these instruments.
Long-term debt--The fair value of the Company's long-term debt is
estimated based on whether the quoted market price of the underlying debt
issue or on the discounted cash flow of future payments utilizing current
rates available to the Company for debt of similar remaining maturities.
Debt obligations with a short remaining maturity are valued at the carrying
amount.
The estimated carrying amounts and fair values of the Company's financial
instruments are as follows:
<TABLE>
<CAPTION>
APRIL 26, 1998
----------------
CARRYING FAIR
AMOUNT VALUE
-------- -------
(IN THOUSANDS)
<S> <C> <C>
Financial assets
Restricted cash........................................... $48,948 $48,948
Financial liabilities
First mortgage notes...................................... $75,000 $76,125
</TABLE>
NOTE 5. LONG-TERM DEBT
Long-term debt consists of $75,000,000 in 13% First Mortgage Notes with
Contingent Interest, due August 31, 2004. 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
19
<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
(DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
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:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2001........................................................... 106.5%
2002........................................................... 103.2%
2003 and thereafter............................................ 100.0%
</TABLE>
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,
as defined.
The Company obtained a letter of credit, as a requirement to obtain a
building permit from the City of Black Hawk (the "City"). The letter of
credit, totaling $2.1 million, can be drawn upon by the City if for any
reasons the Company fails to complete the construction project. The letter of
credit is secured by a deposit held in trust of $1.1 million, which was funded
by Casino America, Inc. and the balance is secured by Casino America's open
line of credit with the bank.
Substantially all of the Company's assets are pledged as collateral for
long-term debt. At April 26, 1998, the Company was in compliance with all debt
covenants.
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 Isle-Black Hawk to commence operations on or before April 1, 1999,
or if the Isle-Black Hawk 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 on July 29,
1997 (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.
Lease Agreement. On January 2, 1998, Casino America of Colorado acquired
approximately 0.7 acres of property contiguous to the property being developed
by the Isle-Black Hawk for expansion of the entrance and signage (the
"Acquired Property'). On January 2, 1998, the Company, as Lessee, entered into
a lease agreement with Casino America of Colorado for the Acquired Property
and will utilize the Acquired Property in developing the Isle-Black Hawk. The
lease payment consists of $102,000 paid upon the inception of the lease and
$17,000 per month, commencing July 15, 1998, and continuing until December 31,
2002. The term of the lease is through December 31, 2002, and thereafter on a
year to year basis. During the term of the lease, the Company has the right to
purchase the property for $1,500,000 plus all interest and out-of-pocket costs
that Casino America of Colorado incurred in connection with the purchase and
ownership of the land, less any payments made by the Company, as Lessee.
20
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Managers and the Executive Officers of the Company, and the directors
and executive officers of Capital are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<C> <C> <S>
Bernard Goldstein....... 69 Chief Executive Officer of the Company and of
Capital
John M. Gallaway........ 60 President and Chief Operating Officer of the
Company and of Capital; Manager of the Company;
Director of Capital
Allan B. Solomon........ 62 Executive Vice President, General Counsel and
Secretary of the Company and of Capital; Manager
of the Company; Director of Capital
H. Thomas Winn.......... 58 Vice President of the Company and of Capital;
Manager of the Company; Director of Capital
Rexford A. Yeisley...... 51 Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company
and of Capital
Timothy M. Hinkley...... 42 Senior Vice President of Operations of the
Company and of Capital
</TABLE>
Bernard Goldstein. Mr. Goldstein has been Chairman of the Board of Casino
America since June 1992 and Chief Executive Officer of Casino America since
September 1995. From June 1992 until February 1993 and from September 1995
until December 1995, Mr. Goldstein was also President and Chief Executive
Officer of Casino America. Mr. Goldstein has been active in the development of
the riverboat gaming industry in a number of states and was Chairman of the
Board of Steamboat Development Corporation and Steamboat Southeast, Inc., both
of which were involved in the first legalized riverboat gaming ventures in the
United States. In addition to his involvement in the riverboat gaming
industry, Mr. Goldstein has been involved in scrap metal recycling since 1951
and barge-line transportation since 1960.
John M. Gallaway. Mr. Gallaway has been President of Casino America since
December 1995 and Chief Operating Officer of Casino America since July 1996.
From July 1995 to November 1995, Mr. Gallaway was a professor at the
University of Houston. Mr. Gallaway was Deputy Managing Director, Gaming, of
Sun International, a company engaged in owning and operating casinos and
resorts, from September 1992 to August 1994. Prior to that, from 1984 to 1992,
Mr. Gallaway was President and General Manager of TropWorld Casino Resort in
Atlantic City and, from 1981 to 1984, he was President and General Manager of
the Tropicana Hotel in Las Vegas.
Allan B. Solomon. Mr. Solomon has been Secretary and a director of Casino
America since June 1992, served as the Chief Financial Officer and Treasurer
of Casino America from June 1992 to October 6, 1993, and was Chairman of its
Executive Committee from January 1993 to April 1995. Mr. Solomon became
General Counsel of Casino America in May 1994 and became Executive Vice
President in April 1995. Mr. Solomon was a partner in the Florida law firm of
Broad and Cassel from 1986 to May 1994.
H. Thomas Winn. Mr. Winn has been the Chairman and CEO and President of
Nevada Gold since January 1994. He has also been a Director of Nevada Gold
since 1994. Mr. Winn served as Chairman of Aaminex Capital Corporation from
1983 through 1994. Aaminex Capital Corporation is a financial consulting and
venture capital firm, involved in real estate, mining and environmental
activities. Mr. Winn has formed numerous investment limited partnerships and
capital formation ventures.
21
<PAGE>
Rexford A. Yeisley. Mr. Yeisley has been Chief Financial Officer of Casino
America since December 1995. Mr. Yeisley was Senior Vice President and Chief
Financial Officer of Six Flags Theme Parks, Inc. from 1991 to 1995, and from
1987 to 1991, Mr. Yeisley was Vice President and Chief Financial Officer of
that company.
Timothy M. Hinkley. Mr. Hinkley has been Senior Vice President of Operations
for Casino America since April 1997. Mr. Hinkley was General Manager and Vice
President of the Isle of Capri Casino Crowne Plaza Resort in Biloxi,
Mississippi from May 1992 to April 1997. Prior to that, from 1990 to 1992, Mr.
Hinkley was Vice President of Food and Beverage and Entertainment of Steamboat
Development Corporation, a riverboat gaming company in Iowa.
ITEM 11. EXECUTIVE COMPENSATION
The Company currently has no employees.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Casino America and Nevada Gold beneficially own a 60% and 40% interest,
respectively, in the Company. The following table sets forth information as of
July 15, 1998, with respect to the beneficial ownership of Casino America, the
stock by (i) each manager of the Company (ii) each executive officer of the
Company; and (iii) all executive officers and managers of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
CASINO AMERICA PERCENTAGE OF
COMMON STOCK CASINO AMERICA
BENEFICIALLY COMMON STOCK
NAME OF BENEFICIAL OWNER OWNED OUTSTANDING
- ------------------------ -------------- --------------
<S> <C> <C>
Bernard Goldstein................................ 2,972,101(1) 13%
John M. Gallaway................................. 115,500(2) *
Allan B. Solomon................................. 439,133(3) 2%
H. Thomas Winn................................... --
Rexford A. Yeisley............................... 22,500(4) *
Timothy M. Hinkley............................... 40,374(5) *
All current executive officers and Managers as a
group (five persons)............................ 3,589,608 15%
</TABLE>
- --------
* Less than one percent.
(1) Includes 75,000 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.
(2) Includes 97,500 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.
(3) Includes 156,713 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.
(4) Includes 20,500 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.
(5) Consists of 40,374 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.
The Company is the sole shareholder of Capital.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Casino America and the Company entered into an amended and restated
management agreement dated as of July 29, 1997. The term of the Management
Agreement expires on December 31, 2096, unless terminated earlier in
accordance with the terms. In consideration of the services provided under the
management agreement, the Company has agreed to pay Casino America, as
manager, a fee equal to 2% of capitalized revenues (as defined in the
Management Agreement), plus ten percent of Operating Income (as defined in the
Management Agreement) up to a maximum of 4% of revenues.
22
<PAGE>
Casino America and the Company entered into a License Agreement dated July
29, 1997 which will become effective on the Closing Date and pursuant to which
Casino America will license to the Company the use of the trademarks Isle of
Capri(R), Island Gold(R), Calypso's(R), Farradday's(TM) and Isle Style(TM),
the trademark Isle of Capri parrot logo and future trademarks utilized by the
Manager at its other gaming facilities. No license fee is payable thereunder.
The license terminates upon the occurrence of certain events, such as
termination of the Management Agreement.
On January 2, 1998, Casino America of Colorado acquired approximately 0.7
acres of property contiguous to the property being developed by the Isle-Black
Hawk for expansion of the entrance and signage (the "Acquired Property'). On
January 2, 1998, the Company, as Lessee, entered into a lease agreement with
Casino America of Colorado for the Acquired Property and will utilize the
Acquired Property in developing the Isle-Black Hawk. The lease payment
consists of $102,000 paid upon the inception of the lease and $17,000 per
month, commencing July 15, 1998, and continuing until December 31, 2002. The
term of the lease is through December 31, 2002, and thereafter on a year to
year basis. During the term of the lease, the Company has the right to
purchase the property for $1,500,000 plus all interest and out-of-pocket costs
that Casino America of Colorado incurred in connection with the purchase and
ownership of the land, less any payments made by the Company, as Lessee.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents Filed as Part of this Report.
1. Financial Statements.
The following financial statements of the Company and reports of
independent auditors are included on pages 15 to 24 of this Form 10-K:
ISLE OF CAPRI BLACK HAWK L.L.C./ISLE OF CAPRI BLACK HAWK CAPITAL
CORP.
Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Members' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statements Schedules.
None required or applicable.
3. Exhibits.
A list of the exhibits included as part of this Form 10-K is set
forth in the Exhibit Index that immediately precedes such exhibits,
which is incorporated herein by reference.
(b) Reports on Form 8-K.
None.
23
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
/s/ John M. Gallaway
By __________________________________
John M. Gallaway
President, Chief Operating Officer
and Manager
Dated: July 24, 1998
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John M. Gallaway President, Chief Operating July 24, 1998
____________________________________ Officer and Manager
John M. Gallaway
/s/ Rexford A. Yeisley Chief Financial Officer July 24, 1998
____________________________________ (Principal Financial and
Rexford A. Yeisley Accounting Officer)
/s/ Allan B. Solomon Executive Vice President, July 24, 1998
____________________________________ Secretary, General Counsel
Allan B. Solomon and Manager
/s/ H. Thomas Winn Vice President, Manager July 24, 1998
____________________________________
H. Thomas Winn
</TABLE>
24
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1 Purchase Agreement among Isle of Capri Black Hawk Capital Corp. and
Jefferies & Company, Inc.
*3.1 Articles of Organization of Isle of Capri Black Hawk, L.L.C.
*3.2 Articles of Incorporation of Isle of Capri Black Hawk Capital Corp.
*3.3 Bylaws of Isle of Capri Black Hawk Capital Corp.
*4.1 Indenture among Isle of Capri Black Hawk L.L.C., Isle of Capri Black
Hawk Capital Corp. and IBJ Schroder Bank & Trust Company, as Trustee.
*4.2 Form of 13% Series A First Mortgage Note due 2004 with Contingent
Interest.
*4.3 Cash Collateral and Disbursement Agreement among IBJ Schroder Bank &
Trust Company, as the Disbursement Agent, IBJ Schroder Bank & Trust
Company, as the Trustee, CRSS Constructors, Inc., as the Independent
Construction Consultant, Isle of Capri Black Hawk L.L.C., as the
Company and an Issuer and Isle of Capri Black Hawk Capital Corp., as
Co-Issuer.
*4.4 Registration Rights Agreement among Isle of Capri Black Hawk L.L.C.,
Isle of Capri Black Hawk Capital Corp., and Jefferies & Company, Inc.
*4.5 Deed of Trust to Public Trustee, Security Agreement, Fixture Filing
and Assignment of Rents, Leases and Leasehold Interests, by Isle of
Capri Black Hawk L.L.C. and Isle of Capri Capital Corp. to the Public
Trustee of Gilpin County, Colorado for the benefit of IBJ Schroder
Bank & Trust Company.
*4.6 Assignment of Rents, Leases and Leasehold Interests by Isle of Capri
Black Hawk L.L.C. and Isle of Capri Capital Corp. for the benefit of
IBJ Schroder Bank & Trust Company.
*4.7 Security Agreement by Isle of Capri Black Hawk L.L.C. and Isle of
Capri Capital Corp. for the benefit of IBJ Schroder Bank & Trust
Company.
*4.8 Issuer Pledge Agreement by Isle of Capri Black Hawk L.L.C. in favor of
IBJ Schroder Bank & Trust Company.
*4.9 Collateral Assignment by Isle of Capri Black Hawk L.L.C. and Isle of
Capri Capital Corp. in favor of IBJ Schroder Bank & Trust Company.
*4.10 Pledge and Assignment by Isle of Capri Black Hawk L.L.C. and Isle of
Capri Capital Corp. in favor of IBJ Schroder Bank & Trust Company.
*4.11 Consent to Assignment of Construction Agreement by Haselden
Construction, Inc. in favor of IBJ Schroder Bank & Trust Company.
*4.12 Consent to Assignment of Management Agreement by Casino America, Inc.
in favor of IBJ Schroder Bank & Trust Company.
*4.13 Consent to Assignment of License Agreement by Casino America, Inc. in
favor of IBJ Schroder Bank & Trust Company.
*4.14 Manager Subordination Agreement by Casino America, Inc. in favor of
IBJ Schroder Bank & Trust Company.
*4.15 Environmental Indemnity by Isle of Capri Black Hawk L.L.C. in favor of
IBJ Schroder Bank & Trust Company.
*4.16 Assignment of Trademark by Isle of Capri Black Hawk L.L.C. and Isle of
Capri Capital Corp. in favor of IBJ Schroder Bank & Trust Company.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.17 Assignment of Copyright by Isle of Capri Black Hawk L.L.C. and Isle of
Capri Capital Corp. in favor of IBJ Schroder Bank & Trust Company.
*4.18 Assignment of Patent by Isle of Capri Black Hawk, L.L.C. and Isle of
Capri Capital Corp. in favor of IBJ Schroder Bank & Trust Company.
*4.19 Completion Capital Commitment of Casino America.
*5 Opinion of Mayer, Brown & Platt.
*10.1 Operating Agreement among Isle of Capri Black Hawk L.L.C., Casino
America of Colorado, Inc. and Blackhawk Gold, Ltd.
*10.2 Members Agreement between Casino America of Colorado, Inc. and
Blackhawk Gold, Ltd.
*10.3 Management Agreement between Casino America, Inc. and Isle of Capri
Black Hawk L.L.C.
*10.4 License Agreement between Casino America, Inc. and Isle of Capri Black
Hawk L.L.C.
*10.5 Land Purchase Contract between Roman Entertainment Corporation of
Colorado and Casino America, Inc.
*10.6 Exchange Commitment Letter between City of Black Hawk and Blackhawk
Gold, Ltd.
*10.7 Design/Build Agreement between Haselden Construction, Inc. and Isle of
Capri Black Hawk L.L.C.
*10.8 Subdivision Agreement to be entered into between the City of Black
Hawk and Isle of Capri Black Hawk L.L.C.
10.9 Lease Agreement dated January 2, 1998 by and between Casino America of
Colorado, Inc. and Isle of Capri Black Hawk L.L.C.
27 Financial Data Schedule.
</TABLE>
- --------
* Filed as an exhibit to the Company's Registration Statement on Form S-4
(registration number 333-38093), and incorporated into the Company's Form
10-K for the year ended April 26, 1998, by reference.
26
<PAGE>
EXHIBIT 10.9
LEASE
THIS LEASE IS dated as of January 2, 1998 between CASINO AMERICA OF
COLORADO, INC., as Landlord, and ISLE OF CAPRI BLACK HAWK L.L.C., as Tenant.
Landlord, in consideration of the covenants of Tenant hereinafter set
forth, hereby leases to Tenant the following described property.
The easterly half of Lot 2, and all of Lots 3 and 4, Block 51, City of
Black Hawk, including any portion in conflict with the Wabash Lode
Mining Claim. U.S. Survey No. 42, except that portion conveyed to
City of Black Hawk by Boundary Agreement recorded January 8, 1996, in
Book 592 at Page 421, and except any mine of gold, silver, cinnabar or
copper or in any valid mining claim or possession held under existing
laws, as shown in patent to the City of Black Hawk, recorded in Book
56 at page 555 and in Book 62 at Page 456, County of Gilpin, State of
Colorado.
SAID PREMISES are to be leased to Tenant until December 31, 2002 and
thereafter year to year. Ninety (90) days prior written notice must be given to
terminate this Lease after the initial term. Tenant, in consideration of the
leasing of the premises as set forth above, covenants and agrees to pay Landlord
as rent One Hundred and Two Thousand Dollars ($102,000.00) at the date of
signing of this Lease and Seventeen Thousand Dollars ($17,000.00) per month
thereafter beginning July 15, 1998.
Tenant further covenants with Landlord, that at the expiration of this
Lease, peaceable possession of said premises shall be given to Landlord, in as
good condition as they now are, the usual wear and tear, inevitable accidents,
and loss by fire excepted. Tenant shall have the right to demolish the existing
structure and conduct excavation and construction activities on the premises at
its sole cost and expense.
It is further covenanted and agreed between the parties aforesaid that this
Lease is a net net lease to Landlord with Tenant bearing all expenses, including
insurance applicable to the premises.
Landlord hereby grants Tenant the exclusive option to purchase the premises
at any time during the term of this Lease. The purchase price shall be One
Million Five Hundred Thousand Dollars ($1,500,000) plus all interest and out-of-
pocket costs of Landlord incurred in connection with the purchase and/or
ownership of the premises less any payments made by Tenant to Landlord pursuant
to this Lease. Tenant shall exercise this option by providing written notice to
Landlord at any time prior to the expiration of
<PAGE>
this Lease. The purchase price shall be paid in cash, and all of the other
terms of purchase shall be identical to those set forth in Landlord's purchase
of the premises, said closing to occur within three (3) business days after
Tenant's notice of election to purchase.
All notices shall be in writing and be personally delivered or sent by
first class mail, unless otherwise provided by law, to the respective parties at
the address immediately below their signature. This Lease shall only be
modified by amendment signed by both parties and shall be binding on the
parties, their successors and assigns.
CASINO AMERICA OF ISLE OF CAPRI BLACK HAWK L.L.C.
COLORADO, INC.
/S/ REXFORD A. YEISLEY /S/ REXFORD A. YEISLEY
- ------------------------- --------------------------
Landlord Tenant
711 Washington Loop 711 Washington Loop
Biloxi, MS 39530 Biloxi, MS 39530
2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-26-1998
<PERIOD-START> APR-25-1997
<PERIOD-END> APR-26-1998
<CASH> 547
<SECURITIES> 0
<RECEIVABLES> 1,031
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,612
<PP&E> 40,942
<DEPRECIATION> 0
<TOTAL-ASSETS> 95,877
<CURRENT-LIABILITIES> 7,904
<BONDS> 75,000
0
0
<COMMON> 0
<OTHER-SE> 12,973
<TOTAL-LIABILITY-AND-EQUITY> 95,877
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (5,021)
<INCOME-PRETAX> (2,032)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,032)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
