UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000.
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:
Peninsula Gaming Company, LLC/Peninsula Gaming Corp.
(Exact name of registrant as specified in its charter)
Iowa 42-1483875
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3rd Street Ice Harbor, PO Box 1750, Dubuque, Iowa 52001-1750
(Address of principal executive offices) (Zip Code)
(319) 583-7005
(Registrant's telephone number including area code)
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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 he 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 last 90 days. Yes __X__ No _____
All of the common equity interests of Peninsula Gaming Company, LLC
(The "Company") are held by Peninsula Gaming Partners, LLC, and all of the
common stock of Peninsula Gaming Corp. is held by Peninsula Gaming Company, LLC.
<PAGE>
PENINSULA GAMING COMPANY, LLC
INDEX TO FORM 10-Q
PAGE
-----
Part I - Financial Information
Item 1 - Financial Statements
Peninsula Gaming Company, LLC:
Balance Sheets (Unaudited) as of December 31, 1999 and
March 31, 2000.........................................................4
Statement of Operations (Unaudited) for the Three Months Ended
March 31, 2000.........................................................5
Statement of Changes in Members' Equity (Unaudited) for the
Three Months Ended March 31, 2000......................................6
Statement of Cash Flows (Unaudited) for the
Three Months Ended March 31, 2000.......................................7
Notes to Financial Statements (Unaudited)...................................8
Predecessor Company:
Greater Dubuque Riverboat Entertainment Company, L.C. and
Harbor Community Investment, L.C.:
Combined Statement of Operations (Unaudited) for the
Three Months Ended March 31, 1999.....................................9
Combined Statement of Changes in Members' Equity (Unaudited) for the
Three Months Ended March 31, 1999....................................10
Combined Statement of Cash Flows (Unaudited) for the
Three Months Ended March 31, 1999....................................11
Notes to Combined Financial Statements (Unaudited)......................12
-2-
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk...........15
Part II - Other Information...................................................16
Signatures....................................................................18
-3-
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PENINSULA GAMING COMPANY, LLC
BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $10,343,371 $ 7,918,742
Accounts receivable, less allowance for doubtful accounts 123,030 115,616
Inventory 84,811 99,813
Prepaid expenses 482,701 630,754
-----------
Total current assets 11,033,913 8,764,925
----------- -----------
PROPERTY AND EQUIPMENT, NET 18,724,279 18,950,194
----------- -----------
OTHER ASSETS:
Deposits 27,472 27,472
Bond issuance costs, net of amortization 4,348,122 4,520,894
Goodwill and other intangible assets, net of amortization 55,557,907 55,911,404
----------- -----------
Total other assets 59,933,501 60,459,770
----------- -----------
TOTAL $89,691,693 $88,174,889
=========== ============
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 353,110 $ 476,868
Accrued payroll and payroll taxes 1,027,526 1,131,771
Other accrued expenses 4,444,839 2,609,630
Current maturities of capital lease obligations 170,436 151,331
----------- -----------
Total current liabilities 5,995,911 4,369,600
----------- ----------
LONG-TERM LIABILITIES:
Senior secured notes, net of discount 70,223,987 70,203,780
Capital lease obligations, net of current maturities 305,345 324,450
Total long-term liabilities 70,529,332 70,528,230
----------- -----------
Total liabilities 76,525,243 74,897,830
----------- -----------
COMMITMENTS AND CONTINGENCIES
PREFERRED MEMBER INTEREST, REDEEMABLE 7,000,000 7,000,000
MEMBERS' EQUITY:
Common member interest 9,000,000 9,000,000
Accumulated deficit (2,833,550) (2,722,941)
---------- -----------
Total members' equity 6,166,450 6,277,059
TOTAL $89,691,693 $ 88,174,889
=========== =============
</TABLE>
See notes to financial statements (unaudited).
-4-
<PAGE>
PENINSULA GAMING COMPANY, LLC
STATEMENT OF OPERATIONS (UNAUDITED)
March 31,
2000
----------------
REVENUES:
Casino $10,848,157
Food and beverage 631,108
Other
36,268
Less promotional allowances (205,095)
-----------
Total net revenues 11,310,438
-----------
EXPENSES:
Casino 4,715,286
Food and beverage 643,389
Boat operations 516,213
Other
7,883
Selling, general and administrative 1,768,902
Depreciation and amortization 862,006
-----------
Total expenses 8,513,679
-----------
INCOME FROM OPERATIONS 2,796,759
-----------
OTHER INCOME (EXPENSE):
Interest income 80,224
Interest expense (2,381,555)
Loss on sale of assets (6,387)
-----------
Total other expense (2,307,718)
------------
NET INCOME BEFORE PREFERRED MEMBER DISTRIBUTIONS
489,041
LESS PREFERRED MEMBER DISTRIBUTIONS (157,500)
------------
NET INCOME TO COMMON INTERESTS $ 331,541
============
See notes to financial statements (unaudited).
-5-
<PAGE>
PENINSULA GAMING COMPANY, LLC
STATEMENT OF CHANGES IN MEMBERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Common Total
Member Accumulated Members'
Interest Deficit Equity
---------------- ------------------ ----------------
<S> <C> <C> <C>
BALANCE, DECEMBER 31, 1999 $ 9,000,000 $ (2,722,941) $ 6,277,059
Net Income to Common Interest
331,541 331,541
Member Distributions (442,150) (442,150)
---------------- ------------------ ----------------
BALANCE, MARCH 31, 2000 $ 9,000,000 $ (2,833,550) $ 6,166,450
================ ================== ================
</TABLE>
See notes to financial statements (unaudited).
-6-
<PAGE>
PENINSULA GAMING COMPANY, LLC
STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
March 31,
2000
-------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 331,541
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization
862,006
Provision for doubtful accounts
26,205
Amortization of bond issuance costs and bond discount
192,980
Loss on sale of assets
6,387
Changes in operating assets and liabilities:
Receivables
(33,619)
Inventory
15,002
Prepaid expenses and other assets
148,053
Accounts payable
(123,758)
Accrued expenses 1,730,963
-----------
Net cash provided by operating activities 3,155,760
CASH FLOWS FROM INVESTING ACTIVITIES - Purchase of property and equipment
(288,981)
CASH FLOWS FROM FINANCING ACTIVITIES - Member distributions
(442,150)
------------
NET INCREASE IN CASH 2,424,629
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,918,742
-----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $10,343,371
============
</TABLE>
See notes to financial statements (unaudited).
-7-
<PAGE>
PENINSULA GAMING COMPANY, LLC
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments, consisting only of normal recurring entries unless
otherwise disclosed, necessary to present fairly the financial information of
Peninsula Gaming Company, LLC (the "Company") for the interim periods presented
and have been prepared in accordance with generally accepted accounting
principles. The interim results reflected in the financial statements are not
necessarily indicative of results for the full year or other periods.
The financial statements contained herein should be read in conjunction with the
audited financial statements and accompanying notes to the financial statements
included in the Company's Annual Report on Form 10-K for the period ending
December 31, 1999. Accordingly, footnote disclosure which would substantially
duplicate the disclosure in the audited financial statements has been omitted in
the accompanying unaudited financial statements.
2. Commitments and Contingencies
The Company is involved in various legal actions arising in the normal course of
business. In the opinion of management, such matters will not have a material
effect upon the financial position of the Company.
3. Unaudited Pro Forma Summarized Operating Results
The following unaudited supplemental pro forma information of the Company,
Greater Dubuque Riverboat Entertainment Company, L.C. ("GDREC") and Harbor
Community Investment, L.C. ("HCI") for the three months ended March 31, 1999 has
been adjusted as if the Company had been formed and the acquisition of the
Diamond Jo casino from GDREC and HCI (the "Acquisition") had been completed as
of January 1, 1999 to give effect to (i) the elimination of amortization expense
related to intangible assets not purchased, (ii) amortization of goodwill
related to the Acquisition over a forty year period, (iii) elimination of
non-recurring expenses related to the Acquisition, (iv) increase in executive
compensation expense incurred annually due to the Acquisition, (v) elimination
of interest expense of $0.2 million related to debt of the predecessor companies
not assumed by the Company as part of the Acquisition, (vi) interest expense of
$2.2 million on the notes calculated at an interest rate of 12 1/4 % interest
rate per annum and (vii) amortization of the original $4.8 million of bond
issuance costs and original issue discount of $0.8 million over a period of
seven years. Such following pro forma supplemental financial information does
not purport to be indicative of the actual results of operations of the Company,
GDREC and HCI that would have resulted had the Company been formed and had the
Acquisition been completed as of January 1, 1999 or of the future results of
operations of the Company, GDREC and HCI.
Pro Forma
Three Months Ended
March 31, 1999
-------------------
(in thousands)
Net Revenues $10,985
Income from Operations 2,769
Net Income to common interests 374
-8-
<PAGE>
GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C.
AND HARBOR COMMUNITY INVESTMENT, L.C.
COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
March 31,
1999
-------------
REVENUES:
Casino $ 10,564,543
Food and beverage 608,037
Other
54,655
Less promotional allowances (241,929)
-------------
Total net revenues 10,985,306
-------------
EXPENSES:
Casino 4,502,159
Food and beverage 603,985
Boat operations 467,151
Other
7,072
Selling, general and administrative 1,673,177
Depreciation and amortization 529,121
Sale of business expense 183,149
Ownership litigation
89,547
-------------
Total expenses 8,055,361
-------------
INCOME FROM OPERATIONS 2,929,945
-------------
OTHER INCOME (EXPENSE):
Interest income 40,742
Interest expense (171,299)
Loss on sale of assets (75,412)
-------------
Total other expense (205,969)
-------------
NET INCOME $ 2,723,976
=============
See notes to combined financial statements (unaudited).
-9-
<PAGE>
GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C.
AND HARBOR COMMUNITY INVESTMENT, L.C.
COMBINED STATEMENT OF CHANGES IN MEMBERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Unrealized Gain Total
Member Member on Investments Retained Members'
Units Interest Available for Sale Earnings Equity
------------ ----------------- ----------------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998 112 $ 4,100,000 $ 1,508 $ 12,595,500 $ 16,697,008
Net income 2,723,976 2,723,976
Member distributions (3,494,681) (3,494,681)
Change in unrealized gain on
securities available for sale
(1,508) (1,508)
------------ ----------------- ----------------------- ------------------ ------------------
BALANCE, MARCH 31, 1999 112 $ 4,100,000 $ - $ 11,824,795 $ 15,924,795
============ ================= ======================= ================== ==================
</TABLE>
See notes to combined financial statements (unaudited).
-10-
<PAGE>
GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C.
AND HARBOR COMMUNITY INVESTMENT, L.C.
COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
March 31,
1999
----------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,723,976
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization 529,121
Loss on sale of assets
75,412
Gain on sale of available for sale securities
(4,145)
Changes in operating assets and liabilities:
Receivables
(20,715)
Inventory
2,602
Prepaid expenses and other assets
3,927
Accounts payable
(58,994)
Accrued expenses
69,228
-------------
Net cash provided by operating activities 3,320,412
-------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 39,600
Purchase of property and equipment (238,490)
Proceeds from sale of available for sale securities 512,000
-------------
Net cash provided by investing activities 313,110
--------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on long-term liabilities (1,281,428)
Member distributions (3,494,681)
--------------
Net cash used by financing activities (4,776,109)
--------------
NET DECREASE IN CASH (1,142,587)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,820,717
-------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,678,130
=============
</TABLE>
See notes to combined financial statements (unaudited).
-11-
<PAGE>
GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C.
AND HARBOR COMMUNITY INVESTMENT, L.C.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments, consisting only of normal recurring entries unless
otherwise disclosed, necessary to present fairly the financial information of
Greater Dubuque Riverboat Entertainment Company, L.C. and Harbor Community
Investment, L.C. (the "Companies") for the interim periods presented and have
been prepared in accordance with generally accepted accounting principles. The
interim results reflected in the financial statements are not necessarily
indicative of results for the full year or other periods.
The financial statements contained herein should be read in conjunction with the
audited financial statements and accompanying notes to the financial statements
included in Peninsula Gaming Company, LLC's Annual Report on Form 10-K for the
period ending December 31, 1999. Accordingly, footnote disclosure which would
substantially duplicate the disclosure in the audited financial statements has
been omitted in the accompanying unaudited financial statements.
Certain amounts for fiscal 1999 have been reclassified to conform with fiscal
2000 financial statement presentation.
2. Commitments and Contingencies
The Companies are involved in various legal actions arising in the normal course
of business. In the opinion of management, such matters will not have a material
effect upon the financial position of the Companies.
-12-
<PAGE>
Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the combined financial statements and the related notes thereto appearing
elsewhere in this report. Some statements contained in the Management's
Discussion and Analysis of Financial Condition and Results of Operations
constitute "forward-looking statements" within the meaning of the Litigation
Reform Act, which involve risks and uncertainties, including the risks and
uncertainties discussed below, as well as other risks set forth in our Annual
Report on Form 10-K for the year ended December 31, 1999. Should these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, our
future performance and actual results of operations may differ materially from
those expected or intended.
The results of operations for the three months ended March 31, 2000 discussed
below are our results of operations. The results of operations for the three
months ended March 31, 1999 discussed below are the combined results of
operations of the predecessor companies. As a result of the substantially
different capital structure of our company in comparison to that of the
predecessor companies, and of the applications of purchase accounting in
connection with the July 1999 acquisition, our results of operations may not be
entirely comparable to the results of operations of the predecessor companies.
Selected Financial Data
- - -----------------------
<TABLE>
<CAPTION>
Statement of Operations Data
----------------------------
Three Months Ended March 31
---------------------------
1999(1) 2000
---- ----
<S> <C> <C>
REVENUES:
Casino $10,564,543 $10,848,157
Food and beverage 608,037 631,108
Other 54,655 36,268
Less: Promotional allowances (241,929) (205,095)
----------- -----------
Net revenues 10,985,306 11,310,438
EXPENSES
Casino 4,502,159 4,715,286
Food and beverage 603,985 643,389
Boat operations 467,151 516,213
Other 7,072 7,883
Selling, general and administrative 1,673,177 1,768,902
Selling and litigation expenses(2) 272,696 0
Depreciation and amortization 529,121 862,006
----------- ------------
Total expenses 8,055,361 8,513,679
----------- -----------
Income From Operations 2,929,945 2,796,759
- - -------
(1) Certain expenses for 1999 have been reclassified on a comparative basis to
the three month period ended March 31, 2000.
(2) Consists of non-recurring charges related to sale of business and certain
litigation costs and expenses incurred by our predecessor companies.
</TABLE>
-13-
<PAGE>
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
For the three months ended March 31, 2000 and 1999, Dubuque was a two-casino
market consisting of the Diamond Jo and the Greyhound Park. Casino gaming win in
the Dubuque market increased 8.1% to $19.2 million for the three months ended
March 31, 2000 from $17.7 million for the three months ended March 31, 1999. We
believe this increase was primarily due to better weather in January 2000 than
January 1999 and a change in slot mix at the Greyhound Park. Admissions to the
casinos in the Dubuque market increased 5.0% to 449,917 for the three months
ended March 31, 2000 from 428,356 for the three months ended March 31, 1999. For
the three months ended March 31, 2000 our share of the Dubuque market casino
gaming win decreased to 56.7% from 59.6% and casino admissions decreased to
55.1% from 57.4%, in each case, for the three months ended March 31, 1999. We
believe our market share decrease was primarily due to change in slot mix at the
Greyhound Park.
Net revenues increased 3.0% to $11.3 million for the three months ended
March 31, 2000 from $11.0 million for the three months ended March 31, 1999 due
primarily to a 19.6% increase in our table game hold percentage from 19.04% to
22.78%. Our admissions for the three months ended March 31, 2000 increased 0.8%
to 247,906 from 245,935 for the three months ended March 31, 1999 primarily due
to better weather in January of 2000 versus January of 1999. Such net increase
in admissions also reflects a decrease in group bus passengers of 4,484 for the
three months ended March 31, 2000 compared to the three months ended March 31,
1999, resulting from our implementing a more cost-effective incentive program.
For the three months ended March 31, 2000 our win per admission increased 1.9%
to $43.76 from $42.96 for the three months ended March 31, 1999. Consistent with
an increase in net revenues, win per gaming position increased 1.6% to $125.62
for the three months ended March 31, 2000 from $123.69 for the three months
ended March 31, 1999. Our casino revenues increased 2.7% to $10.8 million for
the three months ended March 31, 2000 from $10.6 million for the three months
ended March 31, 1999. Casino revenues were derived 79.6% from slot machines and
20.4% from table games for the three months ended March 31, 2000 compared to
81.4% from slot machines and 18.6% from table games for the three months ended
March 31, 1999. The increase in casino revenues was due primarily to a 19.6%
increase in table game hold percentage. Food and beverage revenues, other
revenues and promotional allowances increased 9.9% to $0.5 million for the three
months ended March 31, 2000 compared to $0.4 million for the three months ended
March 31, 1999. The increase was primarily due to an increase in the volume of
food sales and an increase in beverage pricing.
Casino operating expenses increased 4.7% to $4.7 million for the three months
ended March 31, 2000 from $4.5 million for the three months ended March 31,
1999. We believe this increase was due primarily to an increase in player points
expenses of approximately $149,000 due to a triple point promotion that ran in
the months of January and February. Food and beverage expenses were
substantially unchanged at $.6 million for the three months ended March 31, 2000
and March 31, 1999. Selling, general and administrative expenses increased 5.7%
to $1.8 million for the three months ended March 31, 2000 from $1.7 million for
the three months ended March 31, 1999 primarily due to an increase in insurance
expense of $56,000, professional fees of $32,000 and charitable contributions of
$20,000. Non-recurring expenses for the three months ended March 31, 1999
included $.3 million related to sale of business and certain litigation costs
incurred by the predecessor companies.
Depreciation and amortization expenses increased 62.9% to $0.9 million for the
three months ended March 31, 2000 from $0.5 million for the three months ended
March 31, 1999. This increase was primarily due to the amortization of goodwill
of $0.4 million that was recorded in connection with the July 1999 acquisition.
Net interest expense was $2.3 million for the three months ended March 31, 2000
and $0.1 million for the three months ended March 31, 1999. The increase in
interest expense is due to the issuance of $71 million principal amount of
senior secured notes at an interest rate of 12.25% in connection with the July
1999 acquisition. Loss on disposal of assets was insignificant for the three
months ended March 31, 2000 and $0.1 million for the three months ended March
31, 1999. These losses were attributable primarily to the replacement/upgrade of
slot machines.
-14-
Liquidity and Capital Resources
Our cash balance increased $2.4 million during the three month period
ended March 31, 2000 to $10,343,371 from $7,918,742 at December 31, 1999.
Cash flows from operating activities of $3.2 million for the three month period
consisted of net income of $0.3 million, increased by non cash charges of $1.1
million, principally depreciation and amortization, and an increase in working
capital of $1.7 million. The change in working capital is primarily comprised of
an increase in accrued expenses of $1.7 million due to an increase in accrued
interest expense relating to the issuance of $71 million principal amount of
12.25% senior secured notes due 2006.
Cash flows used for investing activities for the three month period ended March
31, 2000 were $0.3 million. The primary use of these funds was for capital
expenditures.
Cash flows from financing activities for the period ended March 31, 2000 of $0.4
million reflects distributions to members.
We believe that cash on hand and cash generated from operations will be
sufficient to satisfy our working capital requirements, maintenance, and capital
expenditures and other cash obligations. However, we cannot assure you that this
will be the case. If cash on hand and cash generated from operations are
insufficient to meet these obligations, we may have to refinance our debt or
sell some or all of our assets to meet our obligations.
Under the terms of the indenture governing the notes, we have the
ability to obtain a new credit facility in the future to borrow up to $10.0
million if we determine that the availability of this facility would benefit our
operations.
As a condition to the granting of our gaming license, we were required by the
gaming commission to spend up to a maximum of $11.5 million toward the
development and construction of a hotel contiguous to the Diamond Jo portside
facility. At the April 20, 2000 gaming commission meeting, that contingency was
lifted and our license was renewed with no requirement toward development.
-15-
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to certain market risks which are inherent in
the Company's financial instruments which arise from transactions entered into
in the normal course of business. Although the Company currently utilizes no
derivative financial instruments which expose the Company to significant market
risk and currently has no variable rate debt, the Company is exposed to fair
value risk due to changes in interest rates with respect to its long-term fixed
interest rate debt borrowing.
The following table sets forth information relating to the Company's
fixed rate debt at March 31, 2000, which is subject to interest rate risk
(dollars in millions):
Description Contract Terms Interest Rate Cost Fair Value
- - ----------- ------------- ------------- ------ -----------
Senior Secured Notes Due July 1, 2006 12-1/4% fixed $71.0 69.60*
- - ------------
* Represents fair value as of May 15, 2000 based on information provided by
Jefferies, & Co., Inc.
-16-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to, and none of our property is the subject of, any pending
legal proceedings other than litigation arising in the normal course of
business. We believe this litigation is either covered by insurance or not
material. We did not assume liability for any litigation involving the Diamond
Jo or any of the related real property we acquired from our predecessor
companies.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
Not applicable
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.
(a) Exhibits.
--------
3.1A. Certificate of Formation of Peninsula
Gaming Company, LLC (incorporated by
reference from Exhibit 3.1A to the Company's
Form 10-K for the year ended December 31,
1999, file number 333-88829)
3.1B. Amendment to Certificate of Formation
of Peninsula Gaming Company, LLC
(incorporated by reference from Exhibit 3.1B
to the Company's Form 10-K for the year
ended December 31, 1999, file number 333-88829)
-16-
<PAGE>
2.2. Operating Agreement of Peninsula Gaming Company, LLC
(incorporated by reference from Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31, 1999,
file number 333-88829)
3.3. Articles of Incorporation of Peninsula Gaming Corp
(incorporated by reference from Exhibit 3.3 to the
Company's Form 10-K for the year ended December 31, 1999,
file number 333-88829)
3.4. Bylaws of Peninsula Gaming Corp (incorporated by reference
from Exhibit 3.4 to the Company's Form 10-K for the year
ended December 31, 1999, file number 333-88829)
26.1. Financial Data Schedule
(b) Reports on Form 8-K
None.
-17-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dubuque, State of
Iowa on May 15, 2000.
PENINSULA GAMING COMPANY
By: /s/ M. Brent Stevens
-------------------------------------
M. Brent Stevens
Chief Executive Officer
By: /s/ Natalie A. Schramm
--------------------------------------
Natalie A. Schramm
Chief Financial Officer
PENINSULA GAMING CORP.
By: /s/ M. Brent Stevens
--------------------------------------
M. Brent Stevens
President and Treasurer
(principal financial officer)
-18-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND THE STATEMENT OF OPERATIONS OF PENINSULA GAMING COMPANY, LLC FILED AS
A PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<CIK> 0001096051
<NAME> Peninsula Gaming Company, LLC
Peninsula Gaming Corp.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 10,343,371
<SECURITIES> 0
<RECEIVABLES> 204,602
<ALLOWANCES> 81,572
<INVENTORY> 84,811
<CURRENT-ASSETS> 11,033,913
<PP&E> 20,023,815
<DEPRECIATION> 1,299,536
<TOTAL-ASSETS> 89,691,693
<CURRENT-LIABILITIES> 5,995,911
<BONDS> 70,529,332
7,000,000
0
<COMMON> 9,000,000
<OTHER-SE> (2,833,550)
<TOTAL-LIABILITY-AND-EQUITY> 89,691,693
<SALES> 0
<TOTAL-REVENUES> 11,310,438
<CGS> 0
<TOTAL-COSTS> 8,513,679
<OTHER-EXPENSES> 163,887
<LOSS-PROVISION> 26,205
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<INCOME-TAX> 0
<INCOME-CONTINUING> 331,541
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<NET-INCOME> 331,541
<EPS-BASIC> 0
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</TABLE>
