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):  December 2, 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 December 2, 2015, the Registrant reported its earnings for the second quarter ended October 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 2016 SECOND QUARTER RESULTS

SAINT LOUIS, MO — December 2, 2015 — Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (the “Company”) today reported financial results for the second quarter of fiscal year 2016 ended October 25, 2015 and other Company-related news.

Fiscal 2016 Second Quarter Highlights

·                  Adjusted EBITDA increased 9.3% to $48.4 million year over year.

·                  Adjusted EBITDA margin increased to 20.5%, up 159 bps year over year.

·                  Adjusted earnings per share from continuing operations of $0.19 versus $0.05 in the prior year quarter.

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 (Loss) from Continuing Operations to Adjusted Income (Loss) and GAAP Income (Loss) from Continuing Operations Per Share to Adjusted Income (Loss) Per Share.”

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

“We grew Adjusted EBITDA for the seventh consecutive quarter with 11 of 14 properties reporting Adjusted EBITDA increases. This quarter marks an important achievement in our continuing efforts to optimize our marketing reinvestment.  As we continue to target our marketing dollars toward more profitable customers, we strategically reduced promotional allowances nearly 10% during the quarter, which also resulted in a slight reduction in our gross revenues.  Nonetheless, in combination with prudent expense management, we grew Adjusted

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EBITDA by 9.3%, resulting in flow through of more than 200% and a 160-basis-point increase in operating margins.

“We continue to use our free cash flow to invest in our properties and deleverage our balance sheet.  We are renovating hotel rooms and food and beverage outlets, upgrading our technology platforms and introducing new products to our casino floors.  At the same time, we reduced our debt balance by $30 million during the quarter.  Our balance sheet is now in the best shape it has been in over a decade.”

Financial Highlights

Net revenues for the current quarter were $236.3 million compared to $234.5 million in the prior year quarter, up 0.8%.  Consolidated Adjusted EBITDA was $48.4 million for the quarter compared to $44.3 million in the prior year quarter, up 9.3%. Adjusted EBITDA margin increased to 20.5% from 18.9%.  Interest expense was $17.0 million relative to $21.1 million in the prior year quarter, as a result of our lower overall debt balance as well as the benefits of refinancing our 7.75% Senior Notes due 2019, completed early in the first quarter of fiscal 2016.

Operating results in the prior year’s quarter were impacted by $3.0 million in expenses related to a voter referendum in Colorado and a favorable property tax settlement related to our Waterloo property of $1.2 million.

On October 19, 2015, we closed our gaming operations in Natchez, Mississippi and completed the previously announced sale of our hotel and certain non-gaming assets to Casino Holding Investment Partners, LLC, the parent company of Magnolia Bluffs Casino in Natchez.  During the quarter, we recorded a gain of $6.4 million on the sale of these assets, which was partially offset by severance and operating losses incurred during the quarter.  The gain and operating results of Natchez are reflected in discontinued operations for all periods presented.

On a GAAP basis, diluted income per share from continuing operations was $0.19 compared to a diluted loss per share from continuing operations of ($0.00) in the prior year’s quarter. Net income per share was $0.28 for the quarter, relative to a net loss of ($0.03) per share in the prior year quarter.  Adjusted income per share from continuing operations was $0.19 for the quarter compared to adjusted net income per share from continuing operations of $0.05 in the prior year.

Operating Results

(All comparisons are to the prior year quarter)

Black Hawk — Net revenues increased $0.9 million, or 2.6%, to $33.6 million and Adjusted EBITDA increased $1.0 million to $9.9 million, at our two casinos in Black Hawk.  Black Hawk benefited from more effective marketing spend during the quarter.

Pompano — Net revenues increased 4.9%, to $38.5 million, and Adjusted EBITDA increased 17.0%, to $7.3 million at Pompano Park.  The property benefited from continued improved customer reinvestment and favorable market trends.

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Iowa — Net revenues for our Iowa properties increased $0.1 million to $47.0 million, while Adjusted EBITDA decreased $0.2 million to $13.1 million. Net revenues and Adjusted EBITDA were essentially flat at our Waterloo and Marquette properties.  Our Bettendorf property continues to be impacted by on-going construction disruption related to the build-out of our land-based casino as well as ongoing construction related to the I-74 bridge near the property.

Lake Charles — Net revenues decreased $2.2 million, to $28.9 million, or 7.1%, while Adjusted EBITDA decreased $1.0 million to $3.5 million, or 21.7%.  Results continue to be impacted by the opening of a new competitor in the market in December of 2014.

Mississippi — Net revenues for Lula and Vicksburg were flat at $19.1 million.  Adjusted EBITDA increased 30.9%, to $3.9 million from $3.0 million.  In Lula, we improved Adjusted EBITDA 35.0%, to $2.6 million, and improved operating margins nearly 600 bps through lower operating costs.  Vicksburg’s Adjusted EBITDA increased 23.0%, to $1.3 million from $1.0 million.  Vicksburg’s operating margins increased over 320 bps as a result of targeted customer reinvestment and reduced operating costs.

Missouri — Net revenues for our Missouri properties increased $0.7 million to $59.6 million, or 1.2%, and Adjusted EBITDA increased $1.6 million to $16.0 million, or 11.4%.  Adjusted EBITDA and operating margins increased at each of our four Missouri properties during the quarter. In Caruthersville, we improved Adjusted EBITDA and operating margins by 37.4% and 530 bps, respectively, primarily as a result of recent capital improvements to the property that included new parking and slots.  Cape Girardeau’s Adjusted EBITDA increased 34.6% through reductions in cost of sales and other operating and marketing costs.  Cape Girardeau’s results also include the negative impact of approximately $0.1 million of legal fees associated with a lawsuit related to the original construction at the property that was settled subsequent to the end of the quarter. Boonville and Kansas City’s Adjusted EBITDA increased 3.1% and 1.5%, respectively.  We are currently renovating the hotel at Boonville and during the quarter there were over 4,000 fewer room nights available, or approximately one-third of the hotel, which impacted results.

Pennsylvania — Net revenues were $9.6 million, up 6.6%, and Adjusted EBITDA increased $0.4 million from prior year’s quarter to slightly positive EBITDA.  We continue to grow the database, fine tune the operating cost structure and optimize reinvestment levels.

Corporate Expenses

Corporate and development expenses were $7.0 million for the quarter compared to $6.7 million in the second quarter of fiscal 2015, primarily related to an increase in non-cash stock compensation expense, offset by the timing of our long-term incentive award, which occurred in the first quarter of the current fiscal year versus the second quarter of the prior fiscal year.

Non-cash stock compensation expense was $1.6 million for the quarter compared to $1.1 million in the second quarter of fiscal 2015.  Excluding stock compensation expenses, corporate and development expenses declined 4.0%.

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Capital Structure and Capital Expenditures

As of October 25, 2015, the Company had:

·                  $60.2 million in cash and cash equivalents, excluding $9.8 million in restricted cash and investments;

·                  $958.6 million in total debt; and

·                  $190 million in net line of credit availability.

Capital expenditures were $33.2 million in the six months ended October 25, 2015, including $28.8 million of maintenance and gaming equipment purchases as well as spending related to the hotel renovations in Bettendorf and Boonville.  We have spent $4.4 million to date this fiscal year on the previously announced up to $60 million land-based project at Bettendorf.  For the project to date, we have expended $6.6 million.

Consistent with previous guidance, the Company continues to expect total capital expenditures for fiscal 2016 of approximately $100 million to $105 million, inclusive of approximately $45 million to $50 million of capital spending this fiscal year related to the land-based casino build out in Bettendorf.

Conference Call Information

Isle of Capri Casinos, Inc. will host a conference call on Wednesday, December 2, 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, December 2, 2015, until 11:59 pm central on Wednesday, December 16, 2015, by dialing 877-344-7529; International: 412-317-0088 and access number 10076477.

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 14 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.

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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 STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

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ISLE OF CAPRI CASINOS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

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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)