ISLE Isleworth Healthcare Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 25, 2015

ISLE OF CAPRI CASINOS, INC.

(Exact name of Registrant as specified in its charter)

(314) 813-9200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.245)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On February 25, 2015, the Registrant reported its earnings for the third quarter ended January 25, 2015.  A copy of the press release of the Registrant is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information, including the exhibit attached hereto, in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit 99.1

ISLE OF CAPRI CASINOS, INC. ANNOUNCES

FISCAL 2015 THIRD QUARTER RESULTS

SAINT LOUIS, MO — February 25, 2015 — Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (the “Company”) today reported financial results for the third quarter of fiscal year 2015 ended January 25, 2015, and other Company-related news.

Consolidated Financial Results

The following table outlines the Company’s financial results (dollars in millions, except per share data, unaudited):

(1)         For a further description of Consolidated Adjusted EBITDA, refer to the reconciliation tables following the narrative and the definition of Adjusted EBITDA in footnote (1) of this release.

(2)         For a reconciliation of the GAAP basis per share amounts to adjusted income (loss) per share, refer to the reconciliation table labeled “Reconciliation of GAAP Income from Continuing Operations to Adjusted Income (Loss) and GAAP Income from Continuing Operations Per Share to Adjusted Income (Loss) Per Share.”

Virginia McDowell, the Company’s president and chief executive officer, commented,

“Over the past 18 months, we implemented comprehensive operational changes to better align the returns on our marketing programs and costs of doing business. We did this all while driving higher customer satisfaction.  We continued to realize the benefits of those initiatives this quarter as, for the fourth consecutive quarter, we reported a year-over-year increase in Adjusted EBITDA. Every one of our properties generated an increase in Adjusted EBITDA and all but one property generated higher net revenues.

“Although we benefited from better weather and macroeconomic trends during the quarter relative to last year’s third quarter, Adjusted EBITDA for all but two of our properties exceeded results not only compared to the prior fiscal year quarter, but also compared to the prior two fiscal year quarters. Three of our most profitable properties—Pompano, Boonville and Waterloo—set new third quarter records for Adjusted EBITDA, while Lake Charles reported the highest third quarter Adjusted EBITDA in the past three years, despite a new competitor being open for more than half the quarter.

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“We are cautiously optimistic about the trends we are seeing in regional gaming, but regardless of the outlook, I am confident that the changes we are continuing to make in our business position us well in any operating environment.”

Financial Highlights

Net revenues for the third quarter were up 7.5%, to $241.1 million, compared to $224.2 million in the prior year quarter, and consolidated Adjusted EBITDA increased 27.6%, to $47.2 million from $37.0 million in the prior year quarter. Adjusted EBITDA margin was 19.6% compared to 16.5% in the prior year quarter.

There were no unusual items affecting this year’s third quarter results; however, the prior year benefited from the reversal of a $2.2 million litigation accrual due to a favorable court ruling, and a $12.0 million reversal of a previously recorded tax valuation allowance as a result of the sale of our Davenport property.

On a GAAP basis, diluted income per share from continuing operations in the current quarter was $0.13, compared to $0.24 in the prior year quarter. Adjusted income per share from continuing operations in the current quarter was $0.13, compared to adjusted loss per share from continuing operations of ($0.12) in the prior year quarter.

Operating Results

Black Hawk — Net revenues increased $1.2 million, or 4.1%, to $29.5 million at our two properties.  Adjusted EBITDA was flat primarily as a result of additional marketing costs resulting from the first full quarter of Fan Club since its introduction.

Pompano — Net revenues increased $4.1 million, or 9.7%, to $46.5 million and Adjusted EBITDA increased $1.4 million, or 15.8%, to $10.6 million.  We generated strong increases in both rated and retail revenue during the quarter.  Operating margins improved to 22.8% from 21.6%.

Iowa — Net revenues increased $2.5 million, or 6.1%, to $43.9 million and Adjusted EBITDA increased $1.7 million, or 16.6%, to $11.9 million.  Waterloo set a new third quarter Adjusted EBITDA record while Marquette generated the highest third quarter Adjusted EBITDA since fiscal 2007.  Bettendorf’s Adjusted EBITDA increased 18.3% despite continued competition from VLTs in Illinois.

Lake Charles — Net revenues increased $0.9 million, or 3.0%, to $30.8 million, and Adjusted EBITDA increased $0.7 million, or 18.0%, to $4.4 million. The property benefited from a strong November, which drove results for the quarter.  A new competitor opened in the market on December 8, 2014.  Following the opening of the new property in Lake Charles and through the end of the third quarter, net revenues were relatively flat, while Adjusted EBITDA declined in the mid-single digits as we incurred additional overtime costs due to better-than-expected business volumes and higher marketing costs.

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Mississippi —Net revenues increased $1.7 million, or 7.5%, to $24.6 million at our Mississippi properties.  Adjusted EBITDA increased $2.0 million, or 97.3%, to $4.1 million.  All three properties in Mississippi generated better Adjusted EBITDA results year over year.  Lula continued its strong year-over-year performance with net revenue growth of $1.4 million, or 12.3%, and an Adjusted EBITDA increase of $1.5 million, or 97.6%, as it continues to benefit from refined marketing programs.

Missouri — Net revenues increased $4.6 million, or 8.7%, to $57.6 million and Adjusted EBITDA increased $2.4 million, or 18.5%, to $15.2 million.  All four of our Missouri properties generated increased net revenues and Adjusted EBITDA during the quarter led by Adjusted EBITDA growth of 76.8% in Caruthersville and 49.3% at Cape Girardeau.  Boonville set a new third quarter Adjusted EBITDA record with an increase of 5.3%, and Kansas City’s Adjusted EBITDA increased 9.8%.

Pennsylvania —Net revenues increased $2.0 million, or 32.2%, to $8.0 million at our property at the Nemacolin Woodlands Resort.  Adjusted EBITDA increased $1.0 million, or 61.3%, to $(0.6) million.

Corporate Expenses

Corporate and development expenses were $5.9 million for the quarter, a decrease of $1.4 million compared to the prior year due to our corporate realignment completed earlier in fiscal 2015 and continued focus on managing expenses.

Non-cash stock compensation expense was $0.6 million for the quarter compared to $0.8 million in the third quarter of fiscal 2014.

Capital Structure, Capital Expenditures and Updated Guidance

As of January 25, 2015, the Company had:

·                  $67.1 million in cash and cash equivalents, excluding $9.2 million in restricted cash and investments;

·                  $1.0 billion in total debt; and

·                  $273 million in net line of credit availability.

Third quarter capital expenditures were $11.3 million, bringing total capital expenditures to $30.0 million for the first nine months of fiscal 2015.  The Company expects to incur approximately $15 million to $18 million in capital expenditures in the fourth quarter of fiscal 2015.

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Conference Call Information

Isle of Capri Casinos, Inc. will host a conference call on Wednesday, February 25, 2015 at 10:00 am central time during which management will discuss the financial and other matters addressed in this press release.  The conference call can be accessed by interested parties via webcast through the investor relations page of the Company’s website, www.islecorp.com, or, for domestic callers, by dialing 888-346-3970.  International callers can access the conference call by dialing 412-902-4263.  The conference call will be recorded and available for review starting at 11:59 pm central on Wednesday, February 25, 2015, until 11:59 pm central on Wednesday, March 11, 2015, by dialing 877-344-7529; International: 412-317-0088 and access number 10061134.

About Isle of Capri Casinos, Inc.

Isle of Capri Casinos, Inc. is a leading regional gaming and entertainment company dedicated to providing guests with exceptional experience at each of the 15 casino properties that it owns or operates, primarily under the Isle and Lady Luck brands.  The Company currently operates gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, and Pennsylvania. More information is available at the Company’s website, www.islecorp.com.

Forward-Looking Statements

This press release may be deemed to contain forward-looking statements, which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively by various factors, including without limitation, licensing, and other regulatory approvals, financing sources, development and construction activities, costs and delays, weather, permits, competition and business conditions in the gaming industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.

Additional information concerning potential factors that could affect the Company’s financial condition, results of operations and expansion projects, is included in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, its Form 10-K for the most recently ended fiscal year.

CONTACTS:

Isle of Capri Casinos, Inc.,

Eric Hausler, Chief Financial Officer-314.813.9205

Jill Alexander, Senior Director of Corporate Communication-314.813.9368

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ISLE OF CAPRI CASINOS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

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Isle of Capri Casinos, Inc.

Supplemental Data - Net Revenues

(unaudited, in thousands)

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Isle of Capri Casinos, Inc.

Reconciliation of Operating Income (Loss) to Adjusted EBITDA

(unaudited, in thousands)

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Isle of Capri Casinos, Inc.

Reconciliation of Operating Income (Loss) to Adjusted EBITDA

(unaudited, in thousands)