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 23, 2016

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 23, 2016, the Registrant reported its earnings for the third quarter ended January 24, 2016.  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 THIRD QUARTER RESULTS

SAINT LOUIS, MO — February 23, 2016 — Isle of Capri Casinos, Inc. (NASDAQ: ISLE) (the “Company”) today reported financial results for the third quarter of fiscal year 2016 ended January 24, 2016 and other Company-related news.

Fiscal 2016 Third Quarter Highlights

·                  Three properties set all-time third quarter Adjusted EBITDA records.

·                  Adjusted property EBITDA margin was flat at 22.3% compared to the prior year quarter.

·                  Adjusted earnings per share from continuing operations increased to $0.17 compared to $0.15 in the prior year quarter.

·                  Maintained Debt to Adjusted EBITDA ratio of 4.5x and have repaid $69.1 million of debt during the last twelve months, including $6.8 million in the most recent 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.”

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

“We experienced more challenging weather comparisons at several properties and isolated competitive pressure at a few properties during the quarter which impacted results; however, win per visit and retail play increased during the quarter highlighting our underlying business trends remain solid.

Six properties generated increased Adjusted EBITDA this quarter, including three properties which set an all-time third quarter Adjusted EBITDA record.  Additionally, four properties generated their second highest third quarter Adjusted EBITDA.

We continued our balanced approach to capital deployment—reinvesting into our existing assets to enhance our guest experience, while at the same time reducing our debt balance.  Our balance sheet continues to be in the best shape it has been in over a decade and we have significant financial flexibility.”

Financial Highlights

Net revenues for the current quarter were $230.5 million compared to $236.4 million in the prior year quarter, down 2.5%.  We continued to focus on optimizing our reinvestment rates.  Gross revenues declined 3.9%, which was partially a result of a 10% decline in promotional allowances during the quarter.

Consolidated Adjusted EBITDA was $45.9 million for the quarter compared to $47.5 million in the prior year quarter, down 3.2%.  We experienced a negative $1.7 million change year-over-year in our health and captive company insurance expenses, which affected results.  Consolidated Adjusted EBITDA margins decreased slightly to 19.9% from 20.1%.

Interest expense was $16.8 million relative to $20.9 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.

On a GAAP basis, diluted income per share from continuing operations was $0.17 compared to diluted income per share from continuing operations of $0.15 in the prior year’s quarter. Net income per share was $0.16 for the quarter, compared to net income of $0.13 per share in the prior year quarter.

Operating Results

(All comparisons are to the prior year quarter)

Black Hawk — Net revenues decreased $0.4 million, or 1.3%, to $29.1 million and Adjusted EBITDA decreased $0.2 million to $6.7 million, at our two casinos in Black Hawk.  The properties were unfavorably impacted by the timing of winter weather systems relative to the prior year’s quarter.

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Pompano — Net revenues decreased $2.4 million, or 5.1%, to $44.1 million, and Adjusted EBITDA decreased 9.0%, to $9.6 million at Pompano Park.  The decline is attributable to fewer snow-bird trips year over year, an increased competitive environment and the closure of our popular Myron’s Deli during the quarter for renovations.  Despite the decline, Pompano generated the second highest third quarter Adjusted EBITDA since the property’s opening in 2007.

Iowa — Net revenues for our Iowa properties decreased $0.2 million, to $43.7 million, while Adjusted EBITDA decreased $0.2 million, to $11.6 million. Despite construction disruption from our new land-based facility, revenues increased $0.1 million and Adjusted EBITDA increased $0.1 million at our property in Bettendorf.

Our properties in Waterloo and Marquette were more impacted by winter weather in the current year.  Waterloo’s net revenues decreased $0.1 million, or 0.6%, to $21.3 million and Adjusted EBITDA decreased $0.2 million to $6.5 million.  If not for one-time severance expenses, Adjusted EBITDA at Waterloo would have been slightly higher than the prior year’s all-time third quarter record.

Marquette’s net revenues decreased $0.1 million, or 2.5%, and Adjusted EBITDA decreased less than $0.1 million to $1.0 million.

Lake Charles — Net revenues decreased $2.4 million, to $28.5 million, or 7.7%, while Adjusted EBITDA decreased $0.7 million, to $3.8 million, or 15.3%.  The decline in EBITDA during the quarter happened entirely during November due primarily to the continued impact of a new competitor in the market, which anniversaried in early December.  The months of December and January combined showed a slight increase in Adjusted EBITDA compared to the same periods in the prior year.

Mississippi — Net revenues for Lula and Vicksburg decreased 4.1%, to $19.1 million while Adjusted EBITDA decreased $0.3 million, to $4.0 million, or 7.8%.  Both Lula and Vicksburg experienced some disruption and incurred some minor costs during the quarter from the near-record flooding on the Mississippi River in early January.

Vicksburg’s Adjusted EBITDA increased 42.2%, to $1.8 million; the second highest third quarter Adjusted EBITDA since we purchased the property in June 2010. Vicksburg’s operating margins increased over 590 bps as a result of targeted customer reinvestment and reduced operating costs.

Severe storms on Christmas weekend, including a tornado that disrupted the local area, impacted results in Lula where net revenues decreased $1.3 million, or 10.3%, and Adjusted EBITDA decreased $0.9 million, or 28.8%.  The market in which Lula operates also remains highly competitive.

Missouri — Net revenues for our Missouri properties increased $0.6 million to $58.2 million and Adjusted EBITDA increased $0.9 million to $16.1 million.  We grew net revenues and set new

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third quarter Adjusted EBITDA records at our Boonville, Cape Girardeau and Caruthersville properties.

In Caruthersville, net revenues increased $0.3 million and Adjusted EBITDA improved by 22.3%, to $2.0 million, primarily as a result of strategic marketing spending and recent capital investments we have made to the property.

Cape Girardeau’s Adjusted EBITDA increased $0.6 million, or 18.8%.  The property continues to ramp-up while optimizing its operating and marketing costs.

Boonville’s net revenue and Adjusted EBITDA improved 1.2% and 1.0%, respectively, despite hotel renovations that were completed during the quarter. The property had over 1,500 room nights out of service during the quarter.

Kansas City reported their second highest third quarter Adjusted EBITDA, although net revenue and Adjusted EBITDA decreased 1.9% and 1.4% compared to the prior year quarter, respectively.  Kansas City experienced some minor disruption from renovations to the casino floor during the quarter.

Pennsylvania — At Nemacolin, net revenues decreased 3.1% to $7.8 million while the Adjusted EBITDA loss improved to $(0.5) million from $(0.6) million.  The property was impacted by winter storm Jonas on the last weekend of the quarter.

Corporate Expenses

Corporate and development expenses were $6.1 million for the quarter compared to $5.9 million in the third quarter of fiscal 2015. Non-cash stock compensation expense was $0.7 million for the quarter compared to $0.6 million in the third quarter of fiscal 2015.  The current year quarter included a favorable forfeiture adjustment of stock compensation expense of $0.5 million.

Capital Structure and Capital Expenditures

As of January 24, 2016, the Company had:

·                  $59.8 million in cash and cash equivalents, excluding $9.8 million in restricted cash and investments;

·                  $951.7 million in total debt; and

·                  $195.2 million in net line of credit availability.

Capital expenditures were $52.7 million in the nine months ended January 24, 2016, including $44.3 million of maintenance and gaming equipment purchases as well as spending related to the hotel renovations in Bettendorf and Boonville.  We have spent $8.4 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 $10.6 million.  The project remains on time and on budget.

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The Company expects total capital expenditures for fiscal 2016 of approximately $85 million to $90 million, inclusive of approximately $25 million to $30 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 Tuesday, February 23, 2016 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 Tuesday, February 23, 2016, until 11:59 pm central on Tuesday, March 1, 2016, by dialing 877-344-7529; International: 412-317-0088 and access number 10081089.

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.

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.

CONTACT:

Isle of Capri Casinos, Inc.,

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)