x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the fiscal year ended December 31, 2007
|
|
OR
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Diamond
Jo, LLC
|
Peninsula
Gaming, LLC
|
Peninsula
Gaming Corp.
|
||
(Exact
name of registrants as
specified
in their charter)
|
(Exact
name of registrants as
specified
in their charter)
|
(Exact
name of registrants as
specified
in their charter)
|
||
Delaware
|
Delaware
|
Delaware
|
||
(State
or other jurisdiction
of
incorporation or
organization)
|
(State
or other jurisdiction
of
incorporation or
organization)
|
(State
or other jurisdiction
of
incorporation or
organization)
|
||
42-1483875
|
20-0800583
|
25-1902805
|
||
(I.R.S.
Employer
Identification
No.)
|
(I.R.S.
Employer
Identification
No.)
|
(I.R.S.
Employer
Identification
No.)
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer
x
|
Smaller
reporting company
o
|
Page
|
|||
3
|
|||
3
|
|||
17
|
|||
27
|
|||
27
|
|||
28
|
|||
29
|
|||
29
|
|||
29
|
|||
30
|
|||
32
|
|||
50
|
|||
51
|
|||
51
|
|||
51
|
|||
ITEM 9B
.
|
52
|
||
52
|
|||
52
|
|||
54
|
|||
67
|
|||
69
|
|||
71
|
|||
72
|
|||
72
|
|||
83
|
ITEM
1.
|
|
·
|
Diamond
Jo, LLC, a Delaware limited liability company (“DJL”), was formed in 1999
and owns and operates the Diamond Jo riverboat casino in Dubuque,
Iowa;
|
|
·
|
The
Old Evangeline Downs, L.L.C., a Louisiana limited liability company
(“EVD”), which owns and operates the Evangeline Downs Racetrack and
Casino, or “racino”, in St. Landry Parish, Louisiana, and four off-track
betting (“OTB”) parlors in Louisiana;
and
|
|
·
|
Diamond
Jo Worth, LLC, a Delaware limited liability company (“DJW”), which owns
and operates the Diamond Jo casino in Worth County,
Iowa.
|
|
Regulatory
Matters
|
|
·
|
the
authorization of the DRA to operate up to 1,000 slot machines and up to 20
table games at the DGP;
|
|
·
|
the
extension of the operating agreement through December 31,
2018;
|
|
·
|
from
February 2006 (the date that DGP commenced operation of table games)
through August 31, 2006 (the date a competing casino facility opened to
the public in Riverside, Iowa), DRA was contractually obligated
to pay to DJL $0.33 for each $1.00 of reduction in DJL’s adjusted gross
gaming receipts, subject to a maximum 15% decline and certain payment
deferral conditions. Beginning September 1, 2006 and continuing until the
earlier of (i) DJL’s commencement of operations as a barge facility or
(ii) December 31, 2008, DRA is contractually obligated to pay to DJL $0.33
for each $1.00 of reduction in DJL’s adjusted gross gaming receipts above
a 7% decline from the base period and subject to a maximum 21% decline and
certain payment deferral conditions;
and
|
|
·
|
a
requirement that DJL continue to pay to the DRA the sum of $.50 for each
patron admitted on the boat through 2008. During 2007, 2006 and 2005,
these payments approximated $0.4 million, $0.4 million and $0.5 million,
respectively. Commencing January 1, 2009, DJL is obligated pay to the DRA
3% of DJL’s adjusted gross receipts. However, commencing on the date DJL
moves its operations to a barge facility, DJL will be required to pay to
the DRA 4.5% of DJL’s adjusted gross
receipts.
|
ITEM
1A.
|
RISK
FACTORS
|
|
·
|
limiting
our ability to obtain additional financing to fund our working capital
requirements, capital expenditures, debt service, costs to complete the
various development projects at DJL, DJW, and EVD and general corporate or
other obligations;
|
|
·
|
limiting
our ability to use operating cash flow in other areas of our business
because we must dedicate a significant portion of these funds to make
principal and interest payments on our
indebtedness;
|
|
·
|
increasing
our interest expense if there is a rise in interest rates, because a
portion of our borrowings may be under our senior credit facilities and,
as such, we will have interest rate periods with short-term durations
(typically 30 to 180 days) that require ongoing resetting at the then
current rates of interest;
|
|
·
|
causing
our failure to comply with the financial and restrictive covenants
contained in the indentures that govern the Peninsula Gaming Notes and the
DJW Notes and our senior credit facilities, which could cause a default
under those instruments and which, if not cured or waived, could have a
material adverse effect on us;
|
|
·
|
placing
us at a competitive disadvantage to our competitors who may not be as
highly leveraged; and
|
|
·
|
increasing
our vulnerability to and limiting our ability to react to changing market
conditions, changes in our industry and economic
downturns.
|
|
·
|
pay
dividends or make other distributions or restricted payments to
PGP;
|
|
·
|
redeem
stock;
|
|
·
|
incur
indebtedness or issue preferred membership
interests;
|
|
·
|
make
certain investments;
|
|
·
|
create
liens;
|
|
·
|
agree
to payment restrictions affecting the subsidiary
guarantors;
|
|
·
|
consolidate
or merge;
|
|
·
|
sell
or otherwise transfer or dispose of assets, including equity interests of
our restricted subsidiaries;
|
|
·
|
enter
into transactions with our
affiliates;
|
|
·
|
designate
our subsidiaries as unrestricted subsidiaries;
and
|
|
·
|
use
the proceeds of permitted sales of our
assets.
|
ITEM
1B.
|
UNRESOLVED
STAFF
COMMENTS
|
ITEM
2.
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
MARKET
FOR THE REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||
(Dollars in thousands)
|
||||||||||||||
REVENUES:
|
||||||||||||||
Casino
|
$
222,147
|
$
200,734
|
$
146,790
|
$
120,190
|
$
57,001
|
|||||||||
Racing
|
19,146
|
22,146
|
17,578
|
17,380
|
17,051
|
|||||||||
Video
Poker
|
4,533
|
3,715
|
2,339
|
2,715
|
722
|
|||||||||
Food
and beverage
|
15,801
|
15,315
|
13,511
|
11,464
|
4,566
|
|||||||||
Other
|
11,501
|
10,087
|
2,710
|
1,434
|
589
|
|||||||||
Less
promotional allowances
|
(19,935)
|
|
(17,580)
|
|
(13,855)
|
|
(11,464)
|
|
(4,626)
|
|
||||
Total
net revenues
|
253,193
|
234,417
|
169,073
|
141,719
|
75,303
|
|||||||||
EXPENSES:
|
||||||||||||||
Casino
|
94,389
|
84,971
|
67,180
|
58,079
|
23,262
|
|||||||||
Racing
|
15,959
|
18,579
|
15,335
|
14,010
|
13,045
|
|||||||||
Video
poker
|
3,751
|
2,949
|
1,767
|
2,034
|
654
|
|||||||||
Food
and beverage
|
12,428
|
11,701
|
9,849
|
9,218
|
4,282
|
|||||||||
Other
|
7,080
|
6,605
|
1,720
|
1,076
|
443
|
|||||||||
Selling,
general and administrative
|
49,770
|
43,924
|
28,454
|
24,247
|
14,509
|
|||||||||
Depreciation
and amortization
|
20,728
|
20,820
|
16,249
|
12,356
|
3,324
|
|||||||||
Pre-opening
expense
|
375
|
966
|
310
|
367
|
3,257
|
|||||||||
Development
expense
|
8,041
|
777
|
575
|
242
|
102
|
|||||||||
Management
severance and recruiting
|
—
|
—
|
—
|
593
|
—
|
|||||||||
Affiliate
management fees
|
5,218
|
4,516
|
2,057
|
757
|
175
|
|||||||||
(Gain)
loss on disposal of assets
|
2,731
|
210
|
(16)
|
|
(716)
|
|
50
|
|||||||
Total
expenses
|
220,470
|
196,018
|
143,480
|
122,263
|
63,103
|
|||||||||
Income
from operations
|
32,723
|
38,399
|
25,593
|
19,456
|
12,200
|
|||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||
Interest
income
|
2,628
|
955
|
516
|
170
|
490
|
|||||||||
Interest
expense, net of amounts capitalized
|
(40,505)
|
|
(32,741)
|
|
(29,133)
|
|
(26,775)
|
|
(25,072)
|
|
||||
Loss
on early retirement of debt
|
—
|
—
|
—
|
(37,566)
|
|
—
|
||||||||
Interest
expense related to preferred member’s interest,
redeemable(1)
|
—
|
(285)
|
|
(360)
|
|
(360)
|
|
(180)
|
|
|||||
Total
other expense
|
(37,877)
|
|
(32,071)
|
|
(28,977)
|
|
(64,531)
|
|
(24,762)
|
|
||||
Preferred
member distributions(1)
|
—
|
—
|
—
|
—
|
(180)
|
|
||||||||
Net
income (loss) to common member’s interests
|
$
(5,154)
|
|
$
6,328
|
$
(3,384)
|
|
$
(45,075)
|
|
$
(12,742)
|
|
|||||
Ratio
of earnings to fixed charges(2)
|
0.9
|
x
|
1.2
|
x
|
0.9
|
x
|
0.3
|
x
|
0.5
|
x
|
Cash
Flow Data
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||
Cash
flows from/(used in) operating activities
|
$ | 42,299 | $ | 41,821 | $ | 21,527 | $ | (21,875 | ) | $ | 769 | |||||||||
Cash
flows used in investing activities
|
(50,555 | ) | (31,980 | ) | (52,142 | ) | (6,786 | ) | (94,695 | ) | ||||||||||
Cash
flows from (used in) financing activities
|
(6,565 | ) | 34,302 | 32,889 | 18,007 | 104,574 | ||||||||||||||
Distributions
to common member
|
(6,424 | ) | (2,494 | ) | (4,624 | ) | (7,031 | ) | (1,557 | ) |
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Balance
Sheet Data
|
(Dollars in thousands)
|
|||||||||||||||||||
Current
assets
|
$ | 52,288 | $ | 67,231 | $ | 24,731 | $ | 17,418 | $ | 40,227 | ||||||||||
Total
assets
|
371,927 | 353,810 | 287,628 | 243,069 | 261,519 | |||||||||||||||
Current
liabilities
|
45,379 | 49,346 | 47,886 | 34,270 | 46,321 | |||||||||||||||
Total
long-term obligations
|
386,170 | 360,965 | 310,349 | 271,398 | 225,827 | |||||||||||||||
Total
member’s deficit
|
(59,622 | ) | (56,501 | ) | (70,607 | ) | (62,599 | ) | (10,629 | ) |
(1)
|
In
May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, “Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity”
(“SFAS 150”). This statement establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics
of both liabilities and equity. It requires the issuer to classify a
financial instrument that is within the scope of the standard as a
liability if such financial instrument embodies an obligation of the
issuer. As a result of the adoption of SFAS 150 on July 1, 2003, we
reclassified our $4 million mandatory redeemable preferred member’s
interest from the mezzanine section of the consolidated balance sheet
to long-term debt. Further, preferred member distributions paid or accrued
subsequent to adoption of SFAS 150 are required to be presented as
interest expense separately from interest due to other creditors. We were
not required to record a cumulative effect of a change in an accounting
principle as the redeemable preferred member’s interest was recorded at
fair value prior to July 1, 2003. We are precluded from reclassifying
prior period amounts pursuant to this standard. The $4 million mandatory
redeemable preferred member’s interest were repaid in
2006.
|
(2)
|
For
purposes of determining the ratio of earnings to fixed charges, earnings
are defined as net income (loss) to common member’s interests plus fixed
charges. Fixed charges include interest expense on all indebtedness,
including amounts capitalized, amortization of deferred financing costs
and debt discount,and preferred member’s interest redeemable, and loss on
early retirement of debt. Earnings were insufficient to cover fixed
charges for the years ended December 31, 2007, 2005, 2004 and 2003 by
$6.0 million, $3.7 million, $46.3 million and $14.9 million,
respectively.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
|
·
|
the
availability and adequacy of our cash flows to satisfy our obligations,
including payment obligations under the Peninsula Gaming Notes, the DJW
Notes, the PGL Credit Facility and the DJW Credit Facility and additional
funds required to support capital improvements and
development;
|
|
·
|
economic,
competitive, demographic, business and other conditions in our local and
regional markets;
|
|
·
|
changes
or developments in the laws, regulations or taxes in the gaming and horse
racing industry;
|
|
·
|
actions
taken or omitted to be taken by third parties, including customers,
suppliers, competitors, members and shareholders, as well as legislative,
regulatory, judicial and other governmental
authorities;
|
|
·
|
changes
in business strategy, capital improvements, development plans, including
those due to environmental remediation concerns, or changes in personnel
or their compensation, including federal, state and local minimum wage
requirements;
|
|
·
|
the
loss of any license or permit, including the failure to obtain an
unconditional renewal of a required gaming license on a timely
basis;
|
|
·
|
the
termination of our operating agreement with the Dubuque Racing
Association, Ltd. and/or the Worth County Development Authority or the
failure of the Dubuque Racing Association, Ltd. and/or the Worth County
Development Authority to continue as our “qualified sponsoring
organization;”
|
|
·
|
the
loss of our riverboat casino, moored barge or land-based facilities due to
casualty, weather, mechanical failure or any extended or extraordinary
maintenance or inspection that may be
required;
|
|
·
|
the
failure to complete our construction projects on time and within
budget;
|
·
|
changes
in federal or state tax
obligations;
|
|
·
|
potential
exposure to environmental liabilities, changes or developments in the
laws, regulations or taxes in the gaming or horse racing industry or a
decline in the public acceptance of gaming or horse racing and other
unforeseen difficulties associated with a new
venture;
|
|
·
|
adverse
circumstances, changes, developments or events relating to or resulting
from our ownership and control of DJL, EVD and DJW;
and
|
|
·
|
other
factors discussed in our other filings with the
SEC.
|
Year Ended December 31,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
General
corporate
|
$
(14,820)
|
$(11,035
|
)
|
$(3,967
|
)
|
|||||||||||||||||||
Diamond
Jo
|
641
|
9,996
|
12,580
|
|||||||||||||||||||||
Evangeline
Downs
|
26,073
|
23,838
|
17,297
|
|||||||||||||||||||||
Diamond
Jo Worth
|
20,829
|
15,600
|
(317
|
)
|
||||||||||||||||||||
Income
from operations
|
$32,723
|
$38,399
|
$25,593
|
|||||||||||||||||||||
Diamond Jo
|
Evangeline Downs
|
Diamond Jo
Worth
|
||||||||||||||||||||||
Year Ended December 31,
|
Year Ended December 31,
|
Year Ended December 31,
|
||||||||||||||||||||||
2007
|
2006
|
2005
|
2007
|
2006
|
2005
|
2007
|
2006
|
2005
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Casino
|
$
40,589
|
$
44,784
|
$
51,536
|
$
107,467
|
$
106,558
|
$
95,254
|
$
74,091
|
$
49,392
|
||||||||||||||||
Racing
|
19,146
|
22,146
|
17,578
|
|||||||||||||||||||||
Video
Poker
|
4,533
|
3,715
|
2,339
|
|||||||||||||||||||||
Food
and beverage
|
2,425
|
2,642
|
2,720
|
10,218
|
10,803
|
10,791
|
3,158
|
1,870
|
||||||||||||||||
Other
|
2,373
|
1,948
|
310
|
1,527
|
1,308
|
1,017
|
7,601
|
6,831
|
$
1,383
|
|||||||||||||||
Less
promotional allowances
|
(4,723)
|
|
(4,795)
|
|
(4,459)
|
|
(9,875)
|
|
(9,478)
|
|
(9,396)
|
|
(5,337)
|
|
(3,307)
|
|
||||||||
Net
revenues
|
40,664
|
44,579
|
50,107
|
133,016
|
135,052
|
117,583
|
79,513
|
54,786
|
1,383
|
|||||||||||||||
Expenses:
|
||||||||||||||||||||||||
Casino
|
18,055
|
18,844
|
21,108
|
50,409
|
50,133
|
46,072
|
25,925
|
15,994
|
||||||||||||||||
Racing
|
15,959
|
18,579
|
15,335
|
|||||||||||||||||||||
Video
Poker
|
3,751
|
2,949
|
1,767
|
|||||||||||||||||||||
Food
and beverage
|
2,370
|
2,455
|
2,517
|
7,475
|
7,563
|
7,332
|
2,583
|
1,683
|
||||||||||||||||
Other
|
25
|
39
|
37
|
273
|
295
|
305
|
6,782
|
6,271
|
1,378
|
|||||||||||||||
Selling,
general and administrative
|
7,639
|
8,387
|
9,579
|
15,317
|
16,556
|
15,549
|
12,397
|
8,241
|
||||||||||||||||
Depreciation
and amortization
|
4,448
|
4,176
|
4,136
|
8,971
|
13,094
|
12,090
|
7,265
|
3,536
|
23
|
|||||||||||||||
Pre-opening
expense
|
91
|
70
|
19
|
171
|
214
|
947
|
139
|
|||||||||||||||||
Development
expense
|
7,974
|
624
|
147
|
67
|
109
|
205
|
44
|
|||||||||||||||||
Affiliate
management fees
|
1,829
|
1,839
|
1,479
|
3,030
|
2,396
|
160
|
||||||||||||||||||
(Gain)
loss on disposal of assets
|
(579)
|
|
58
|
3
|
2,822
|
78
|
(19)
|
|
488
|
74
|
||||||||||||||
Total
expenses
|
40,023
|
34,583
|
37,527
|
106,943
|
111,214
|
100,286
|
58,684
|
39,186
|
1,700
|
|||||||||||||||
Income
(loss) from operations
|
$
641
|
$
9,996
|
$
12,580
|
$
26,073
|
$
23,838
|
$
17,297
|
$
20,829
|
$
15,600
|
$
(317)
|
|
||||||||||||||
%
of net revenues
|
2%
|
22%
|
25%
|
20%
|
18%
|
15%
|
26%
|
28%
|
(23)%
|
Payments due by Period
|
|||||||||||
Contractual Obligations
|
Total
|
Less Than
1 Year
|
2 – 3 Years
|
4 – 5 Years
|
Thereafter
|
||||||
Long-Term
Debt
|
$
384.2
|
$ 3.3
|
$ 8.8
|
$
372.1
|
$ —
|
||||||
Interest
on Long-Term Debt
|
153.4
|
36.4
|
71.6
|
45.4
|
—
|
||||||
Operating
Leases
|
2.8
|
1.2
|
0.9
|
0.3
|
0.4
|
||||||
Purchase
Commitments (1)
|
97.4
|
41.4
|
4.6
|
4.1
|
47.3
|
||||||
Other
Long-Term Liabilities (2)
|
8.3
|
5.8
|
1.1
|
0.6
|
0.8
|
||||||
Total
Contractual Obligations
|
$
646.1
|
$ 88.1
|
$ 87.0
|
$
422.5
|
$ 48.5
|
Less Than
1 Year
|
1 – 3 Years
|
4 – 5 Years
|
Thereafter
|
||||||||||||
Standby
letters of credit
|
$ 1.5
|
$ —
|
$ —
|
$ —
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
|
*
|
Represents
fair value as of December 31, 2007 based on current market interest
rates and estimates of market conditions for instruments with similar
terms, maturities, and degrees of
risk.
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
|
ITEM
9A.
|
CONTROLS
AND
PROCEDURES
|
(a)
|
Management’s
Annual Report on Internal Control Over Financial
Reporting
|
(b)
|
Changes
in Internal Control Over Financial
Reporting
|
ITEM
9B.
|
OTHER
INFORMATION
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS OF THE REGISTRANT, AND
CORPORATE GOVERNANCE
|
|
Executive
Officers and Managers
|
Name
|
Age
|
Position
|
||||
M.
Brent Stevens
|
47
|
Chief
Executive Officer of the Company, DJL and PGC and Chairman of the Board of
Managers of PGP
|
||||
Michael
S. Luzich
|
53
|
President
and Secretary of the Company, DJL and PGC and Manager of
PGP
|
||||
Jonathan
C. Swain
|
42
|
Chief
Operating Officer of the Company, DJL and PGC
|
||||
Natalie
A. Schramm
|
37
|
Chief
Financial Officer of the Company, DJL and PGC
|
||||
Terrance
W. Oliver
|
58
|
Manager
of PGP
|
||||
Andrew
Whittaker
|
46
|
Manager
of PGP
|
ITEM
11.
|
E
XECUTIVE
COMPENSATION
|
|
·
|
Base
salary;
|
|
·
|
Cash
bonus; and
|
|
·
|
Equity-based
compensation awards under PGP’s Incentive Unit
Plan.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
IUP
Awards (2)
|
All Other
Compensation
|
Total
|
|||||||
M.
Brent Stevens
|
2007
|
$ —
|
$ —
|
$ —
|
$
268,474
|
(3)
|
$
268,474
|
||||||
Chief
Executive Officer
|
2006
|
—
|
—
|
—
|
207,522
|
(3)
|
207,522
|
||||||
Michael
S. Luzich
|
2007
|
—
|
—
|
—
|
1,787,097
|
(4)
|
1,787,097
|
||||||
President
and Secretary
|
2006
|
—
|
145,000
|
—
|
1,683,112
|
(4)
|
1,828,112
|
||||||
Jonathan
C. Swain
|
2007
|
439,789
|
500,000
|
8,242,020
|
127,793
|
(5)
|
9,309,602
|
||||||
Chief
Operating Officer
|
2006
|
417,692
|
400,000
|
6,751,819
|
58,668
|
|
7,628,179
|
||||||
Natalie
A. Schramm
|
2007
|
252,878
|
225,000
|
2,054,411
|
53,440
|
(6)
|
2,585,729
|
||||||
Chief
Financial Officer
|
2006
|
240,173
|
180,000
|
1,732,955
|
40,539
|
|
2,193,667
|
||||||
(1)
|
Bonus
amounts reflect compensation in the fiscal year earned regardless of the
year in which paid.
|
|
(2)
|
Amounts
in this column reflect the dollar amount of IUP awards recognized for
financial statement reporting purposes for the fiscal year ended December
31, 2007 and 2006, in accordance with Statement of Financial Accounting
Standards No. 123 (Revised 2004) Share-Based Payment. Assumptions used in
the calculation of these amounts are included in Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Critical
Accounting Policies included elsewhere in this Form
10-K.
|
|
(3)
|
Mr.
Stevens did not receive a cash salary or bonus from the Company in 2007 or
2006. All Other Compensation represents compensation at PGP in respect of
services allocable to the Company. In addition to the above
compensation, Mr. Stevens also receives annual board fees for serving on
the Board of Managers of PGP, which fees are allocated between PGP and the
Company. See “Manager Compensation – Manager Compensation
Table.”
|
|
(4)
|
Mr.
Luzich did not receive a cash salary from the Company in 2007 or 2006. All
Other Compensation represents fees earned pursuant to a consulting
agreement with PGP and EVD. See “Executive Compensation — Employment and
Consulting Agreements.” In addition to the above compensation,
Mr. Luzich also receives annual board fees for serving on the Board of
Managers of PGP, which fees are allocated between PGP and the
Company. See “Manager Compensation – Manager Compensation
Table.”
|
|
(5)
|
For
2007, Mr. Swain received $1,157 in premiums paid on life insurance in
excess of Internal Revenue Service limitations, $54,596 in housing
allowance, $8,462 in automobile allowance, $8,426 in membership fees of
clubs and associations, $7,913 in supplemental health insurance
reimbursements, $7,750 in matching contributions to our 401(k) plan, and
$39,489 in matching contributions to our deferred compensation
plan.
|
|
(6)
|
In
2007, Ms. Schramm received $1,041 in premiums paid on life insurance in
excess of Internal Revenue Service limitations, $8,462 in automobile
allowance, $4,343 in membership fees of clubs and associations, $10,200 in
supplemental health insurance reimbursements, $7,750 in matching
contributions to our 401(k) plan, and $21,644 in matching contributions to
our deferred compensation plan.
|
|
Name
|
Number of Units That
Have Not Vested
(#)
|
Market Value of Units
That Have Not Vested
($)(1)
|
Number of Unearned Units
or Other Rights
That Have Not Vested
(#)
|
Market Value of
Unearned Units or
Other Rights That Have
Not Vested
($)(1)
|
|||||||||||
M.
Brent Stevens
|
—
|
$ —
|
—
|
$ —
|
|||||||||||
Michael
S. Luzich
|
—
|
—
|
—
|
—
|
|||||||||||
Jonathan
C. Swain
|
26,549
|
(2)
|
5,512,347
|
10,894
|
(2)
|
2,261,932
|
|||||||||
13,275
|
(3)
|
2,756,173
|
13,275
|
(3)
|
2,756,173
|
||||||||||
Natalie
A. Schramm
|
6,637
|
(2)
|
1,378,087
|
2,723
|
(2)
|
565,483
|
|||||||||
3,319
|
(3)
|
689,043
|
3,319
|
(3)
|
689,043
|
||||||||||
(1)
|
Represents
estimated intrinsic value at December 31,
2007.
|
(2)
|
Units
vest on September 12, 2008.
|
(3)
|
Units
vest upon a change of control or recapitalization of the
Company.
|
IUP Awards
|
|||||||||
Name
|
Number of Units Acquired on Vesting
(#)
|
Value Realized on Vesting
($)(1)
|
|||||||
M.
Brent Stevens
|
—
|
$ —
|
|||||||
Michael
S. Luzich
|
—
|
—
|
|||||||
Jonathan
C. Swain
|
21,567
|
4,464,725
|
|||||||
Natalie
A. Schramm
|
5,392
|
1,116,181
|
|||||||
Name
|
Executive
Contributions
in Last Fiscal
Year
|
Registrant
Contributions
in Last Fiscal
Year (1)
|
Aggregate
Earnings in
Last Fiscal Year (2)
|
Aggregate
Balance at
Last Fiscal
Year End
(3)
|
||||||||||
M.
Brent Stevens
|
$
—
|
$
—
|
$
—
|
$
—
|
||||||||||
Michael
S. Luzich
|
—
|
—
|
—
|
—
|
||||||||||
Jonathan
Swain
|
39,489
|
39,489
|
(96)
|
223,303
|
||||||||||
Natalie
A. Schramm
|
21,644
|
21,644
|
(565)
|
126,682
|
||||||||||
(1)
|
Contributions
are included in the “All Other Compensation” column of the Summary
Compensation Table.
|
(2)
|
No
amounts shown in the "Aggregate Earnings in Last Fiscal
Year" column are reported as compensation in the Summary Compensation
Table.
|
(3)
|
Amounts
shown represent all amounts due under the deferred compensation plan.
At December 31, 2007, Mr. Swain's and Ms. Schramm’s entire aggregate
balances under the deferred compensation plan were fully
vested.
|
Name
|
Fees Earned
or Paid in
Cash
|
Total
|
||||
M.
Brent Stevens
|
$
78,750
|
$
78,750
|
||||
Michael
S. Luzich
|
3,750
|
3,750
|
||||
Terrance
W. Oliver
|
3,750
|
3,750
|
||||
Andrew
Whittaker
|
3,750
|
3,750
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND
|
|
RELATED
STOCKHOLDER MATTERS
|
|
(a)
|
each
person or entity known by us to own beneficially 5% or more of the common
membership interests of PGP;
|
|
(b)
|
each
manager and executive officer of PGP;
and
|
|
(c)
|
all
managers and executive officers of PGP as a
group.
|
Name and Address of Beneficial Owner
|
Voting Common
Membership
Interests
Beneficially
Owned
|
Percent of
Class
|
Non-voting
Common
Membership
Interests
Beneficially
Owned
|
Percent of
Class
|
Convertible
Preferred
Membership
Interests
Beneficially
Owned
|
Percent of
Class
|
|||||||
M.
Brent Stevens
c/o
Diamond Jo, LLC
3
rd
Street Ice Harbor
P.O.
Box 1750
Dubuque,
Iowa 52004
|
661,667
|
66.17
|
%
|
91,248
|
29.73
|
%
|
19,323
|
6.09
|
%
|
||||
PGP
Investors, LLC(1)
11100
Santa Monica, 10th Floor
Los
Angeles, CA 90071
|
413,333
|
41.33
|
%
|
—
|
—
|
—
|
—
|
||||||
Michael
S. Luzich
c/o
Diamond Jo, LLC
3
rd
Street Ice Harbor
P.O.
Box 1750
Dubuque,
Iowa 52004
|
323,333
|
32.33
|
%
|
91,248
|
29.73
|
%
|
19,323
|
6.09
|
%
|
||||
Terrance
Oliver
c/o
Diamond Jo, LLC
3
rd
Street Ice Harbor
P.O.
Box 1750
Dubuque,
Iowa 52004
|
15,000
|
1.50
|
%
|
—
|
—
|
—
|
—
|
||||||
Andrew
Whittaker(1)
c/o
Diamond Jo, LLC
3
rd
Street Ice Harbor
P.O.
Box 1750
Dubuque,
Iowa 52004
|
41,667
|
4.17
|
%
|
—
|
—
|
—
|
—
|
Jonathan
Swain (2)
c/o
Diamond Jo, LLC
3
rd
Street Ice Harbor
P.O.
Box 1750
Dubuque,
Iowa 52004
|
—
|
—
|
99,543
|
32.43
|
%
|
—
|
—
|
||||||
Natalie
Schramm (2)
c/o
Diamond Jo, LLC
3
rd
Street Ice Harbor
P.O.
Box 1750
Dubuque,
Iowa 52004
|
—
|
—
|
24,886
|
8.11
|
%
|
—
|
—
|
||||||
All
managers and executive officers as a group
(7 persons)
|
1,000,000
|
100.00
|
%
|
306,925
|
100.00
|
%
|
38,646
|
12.18
|
%
|
(1)
|
These
interests are attributable to Mr. Stevens and are included in the
calculation of his beneficial ownership and percentage of ownership
data.
|
(2)
|
Interests
owned by Mr. Swain and Ms. Schramm are
non-voting.
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
|
ITEM
14.
|
P
RINCIPAL
ACCOUNTANT FEES AND
SERVICES
|
(in thousands):
|
2007
|
2006
|
||
Audit
fees
|
$ 608
|
$ 400
|
||
Audit-related
fees (1)
|
235
|
104
|
||
Tax
fees (2)
|
54
|
39
|
||
All
other fees
|
—
|
—
|
(1)
|
Quarterly
and annual internal control procedures related to compliance with state
gaming regulations and quarterly net slot machine proceeds
audits.
|
(2)
|
Tax
compliance services.
|
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT
SCHEDULES
|
|
(1)
|
Financial
Statements—see Index to Consolidated Financial Statements and Schedule
appearing on page F-1.
|
|
(2)
|
Financial
Statement Schedules—see Index to Consolidated Financial Statements and
Schedule appearing on
|
|
page
F-1.
|
|
(3)
|
Exhibits:
|
Exhibit
Number
|
Description
of Exhibit*
|
|
3.1
|
Certificate
of Formation of Peninsula Gaming Company, LLC—incorporated herein by
reference to Exhibit 3.1A of Peninsula Gaming Company, LLC’s Form S-4
filed October 12, 1999. (With regard to applicable cross-references
in this Form 10-K, Peninsula Gaming Company, LLC’s Form S-4, Current,
Quarterly and Annual Reports were filed with the SEC under File No.
333-88829).
|
|
3.2
|
Amendment
to Certificate of Formation of Peninsula Gaming Company, LLC—incorporated
by reference to Exhibit 3.1B of Peninsula Gaming Company, LLC’s Form S-4
filed October 12, 1999.
|
3.3
|
Certificate
of Amendment to the Certificate of Formation of Peninsula Gaming Company,
LLC, dated March 10, 2004—incorporated herein by reference to
Peninsula Gaming Company, LLC’s Quarterly Report on Form 10-Q filed
May 14, 2004.
|
|
3.4
|
Amended
and Restated Operating Agreement of Peninsula Gaming Company,
LLC—incorporated herein by reference to Exhibit 3.2 of Peninsula Gaming
Company, LLC’s Form S-4 filed on October 12, 1999.
|
|
3.5
|
Certificate
of Formation of Peninsula Casinos, LLC, dated February 27,
2004—incorporated by reference to Exhibit 3.3A of Peninsula Gaming, LLC’s
Form S-4 filed July 30, 2004.
|
|
3.6
|
Certificate
of Amendment to the Certificate of Formation of Peninsula Casinos, LLC,
dated March 9, 2004—incorporated by reference to Exhibit 3.3B of
Peninsula Gaming, LLC’s Form S-4 filed July 30, 2004
|
|
3.7
|
Operating
Agreement of Peninsula Gaming, LLC (formerly known as Peninsula Casinos,
LLC), dated June 14, 2004—incorporated by reference to Exhibit 3.4 of
Peninsula Gaming, LLC’s Form S-4 filed July 30, 2004.
|
|
3.8
|
Certificate
of Incorporation of The Old Evangeline Downs Capital Corp., dated
January 20, 2003—incorporated herein by reference to Exhibit 3.4 of
The Old Evangeline Downs Capital Corp.’s Form S-4 filed May 28, 2003.
(With regard to applicable cross-references in this registration
statement, The Old Evangeline Downs Capital Corp.’s Form S-4, Current,
Quarterly and Annual Reports were filed with the SEC under File No.
333-105587).
|
|
3.9
|
Certificate
of Amendment to the Certificate of Incorporation of The Old Evangeline
Downs Capital Corp., dated June 17, 2004—incorporated by reference to
Exhibit 3.5B of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
|
3.10
|
By-laws
of The Old Evangeline Downs Capital Corp.—incorporated herein by reference
to Exhibit 3.5 of The Old Evangeline Downs Capital Corp.’s Form S-4 filed
May 28, 2003.
|
|
4.1
|
Specimen
Certificate of Common Stock of Peninsula Gaming Corp. (formerly known as
The Old Evangeline Downs Capital Corp.)—incorporated by reference to
Exhibit 4.1 of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
|
4.2
|
Indenture,
dated February 25, 2003, by and among The Old Evangeline Downs,
L.L.C., The Old Evangeline Downs Capital Corp. and U.S. Bank National
Association—incorporated herein by reference to Exhibit 4.1 of The Old
Evangeline Downs, L.L.C.’s Form S-4 filed May 28,
2003.
|
|
4.3
|
Supplemental
Indenture, dated as of March 25, 2004, by and among The Old
Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp. and U.S.
Bank National Association—incorporated by reference to Exhibit 4.3B of
Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
4.4
|
Indenture,
dated as of April 16, 2004, by and among Diamond Jo, LLC (formerly
known as Peninsula Gaming Company, LLC), The Old Evangeline Downs Capital
Corp., the Subsidiary Guarantors named therein and U.S. Bank National
Association—incorporated by reference to Exhibit 4.4A of Peninsula Gaming,
LLC’s Form S-4 filed July 30, 2004.
|
|
4.5
|
Supplemental
Indenture among Peninsula Gaming, LLC, Diamond Jo, LLC (formerly known as
Peninsula Gaming Company, LLC), The Old Evangeline Downs Capital Corp. and
U.S. Bank National Association, dated as of June 16,
2004—incorporated by reference to Exhibit 4.4B of Peninsula Gaming, LLC’s
Form S-4 filed July 30, 2004.
|
|
4.6
|
Registration
Rights Agreement, dated April 16, 2004, by and among Diamond Jo, LLC
(formerly known as Peninsula Gaming Company, LLC), The Old Evangeline
Downs Capital Corp., the Guarantors named therein and Jefferies &
Company, Inc.—incorporated by reference to Exhibit 4.5A of Peninsula
Gaming, LLC’s Form S-4 filed July 30, 2004
|
|
4.7
|
Joinder
of Peninsula Gaming, LLC, dated June 16, 2004, to the Registration
Rights Agreement, dated April 16, 2004, by and among Diamond Jo, LLC
(formerly known as Peninsula Gaming Company, LLC), The Old Evangeline
Downs Capital Corp., the Guarantors named therein and Jefferies &
Company, Inc.—incorporated by reference to Exhibit 4.5B of Peninsula
Gaming, LLC’s Form S-4 filed July 30, 2004
|
|
4.8
|
Pledge
and Security Agreement, dated as of April 16, 2004, among Diamond Jo,
LLC (formerly known as Peninsula Gaming Company, LLC), The Old Evangeline
Downs Capital Corp., OED Acquisition, LLC, Peninsula Gaming Corporation,
The Old Evangeline Downs, L.L.C. and U.S. Bank National
Association—incorporated by reference to Exhibit 4.6A of Peninsula Gaming,
LLC’s Form S-4 filed July 30, 2004.
|
|
4.9
|
Supplement
to Security Agreement by Peninsula Gaming, LLC, dated June 16,
2004—incorporated by reference to Exhibit 4.6B of Peninsula Gaming, LLC’s
Form S-4 filed July 30, 2004.
|
|
4.10
|
Trademark
Security Agreement, dated April 16, 2004, by Diamond Jo, LLC in favor
of U.S. Bank National Association—incorporated by reference to Exhibit 4.7
of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
|
4.11
|
Form
of 8
3
¤
4
% Senior Secured Notes
due 2012—incorporated by reference to Exhibit 4.8 of Peninsula Gaming,
LLC’s Form S-4 filed July 30, 2004.
|
|
4.12
|
Intercreditor
Agreement between U.S. Bank National Association and Wells Fargo
Foothill, Inc., dated April 16, 2004—incorporated by reference
to Exhibit 4.9A of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
4.13
|
Acknowledgement
of Peninsula Gaming, LLC, dated June 16, 2004, to the Intercreditor
Agreement between U.S. Bank National Association and Wells Fargo
Foothill, Inc., dated April 16, 2004—incorporated by reference
to Exhibit 4.9B of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
|
4.14
|
Supplement
to Security Agreement by Peninsula Gaming, LLC, dated June 30,
2005—incorporated herein by reference to Exhibit 4.1 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
4.15
|
Supplement
to Security Agreement by Diamond Jo Worth Corp., dated June 30,
2005—incorporated herein by reference to Exhibit 4.2 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
4.16
|
Supplemental
Indenture among Diamond Jo Worth Corp., Peninsula Gaming, LLC, Diamond Jo,
LLC, Peninsula Gaming Corp. and U.S. Bank National Association, dated as
of June 30, 2005—incorporated herein by reference to Exhibit 4.3 of
Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
4.17
|
Acknowledgement
of Diamond Jo Worth Corp., dated June 30, 2005, to the Intercreditor
Agreement between U.S. Bank National Association and Wells Fargo Foothill,
Inc., dated April 16, 2004—incorporated herein by reference to Exhibit 4.4
of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q filed November
14, 2005.
|
|
4.18
|
Supplement
to Security Agreement by Diamond Jo Worth Holdings, LLC, dated June 30,
2005—incorporated herein by reference to Exhibit 4.5 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
4.19
|
Supplemental
Indenture among Diamond Jo Worth Holdings, LLC, Peninsula Gaming, LLC,
Diamond Jo, LLC, Peninsula Gaming Corp. and U.S. Bank National
Association, dated as of June 30, 2005—incorporated herein by reference to
Exhibit 4.6 of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q filed
November 14, 2005.
|
|
4.20
|
Acknowledgement
of Diamond Jo Worth Holdings, LLC, dated June 30, 2005, to the
Intercreditor Agreement between U.S. Bank National Association and Wells
Fargo Foothill, Inc., dated April 16, 2004—incorporated herein by
reference to Exhibit 4.7 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 14, 2005.
|
|
4.21
|
Indenture
among Diamond Jo Worth, LLC, Diamond Jo. Worth Corp. and U.S. Bank
National Association, as Trustee, dated as of July 19, 2005—incorporated
herein by reference to Exhibit 10.2 of Peninsula Gaming, LLC’s Quarterly
Report on Form 10-Q filed August 16, 2005.
|
|
4.22
|
Pledge
and Security Agreement, dated as of July 19, 2005, among Diamond Jo Worth,
LLC, Diamond Jo Worth Corp., Diamond Jo Worth Holdings, LLC and U.S. Bank
National Association, as Trustee—incorporated herein by reference to
Exhibit 10.4 of Peninsula Gaming, LLC’s Form 10-Q filed August 16,
2005.
|
4.23
|
First
Supplemental Indenture dated August 31, 2006 by and among Diamond Jo
Worth, LLC, Diamond Jo Worth Corp. and US Bank National Association, as
trustee—incorporated herein by reference to Exhibit 10.1 of Peninsula
Gaming, LLC’s Quarterly Report on Form 10-Q filed November 14,
2006.
|
|
4.24
|
Second
Supplemental Indenture dated December 21, 2006 by and among Diamond Jo
Worth, LLC, Diamond Jo Worth Corp. and US Bank National Association, as
trustee- incorporated by reference to Exhibit 4.24 of Peninsula Gaming,
LLC’s Annual Report on Form 10-K filed April 2, 2007.
|
|
4.25
|
Third
Amendment to Loan and Security Agreement and Consent, dated December 6,
2006- incorporated by reference to Exhibit 4.25 of Peninsula Gaming, LLC’s
Annual Report on Form 10-K filed April 2, 2007.
|
|
4.26
|
Fourth
Amendment to Loan and Security Agreement and Consent, dated December 22,
2006- incorporated by reference to Exhibit 4.26 of Peninsula Gaming, LLC’s
Annual Report on Form 10-K filed April 2, 2007.
|
|
4.27
|
Consent
to Loan and Security Agreement, dated as of July 30, 2007, by and between
Diamond Jo, LLC, The Old Evangeline Downs, L.L.C. and Wells Fargo
Foothill, Inc. – incorporated by reference to Exhibit 4.1 of Peninsula
Gaming, LLC’s Quarterly Report on Form 10-Q filed November 13,
2007.
|
|
4.28†
|
Third
Supplemental Indenture dated October 16, 2007 by and among Diamond Jo
Worth, LLC, Diamond Jo Worth Corp. and US Bank National Association, as
trustee.
|
|
10.1
|
Operating
Agreement, dated February 22, 1993, by and among Dubuque Racing
Association, Ltd. and Greater Dubuque Riverboat Entertainment Company,
L.C.—incorporated herein by reference to Exhibit 10.9A of Peninsula Gaming
Company, LLC’s Form S-4 filed October 12, 1999.
|
|
10.2
|
Amendment
to Operating Agreement, dated February 22, 1993, by and among Dubuque
Racing Association, Ltd. and Greater Dubuque Riverboat Entertainment
Company, L.C.—incorporated herein by reference to Exhibit 10.9B of
Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.3
|
Amendment
to Operating Agreement, dated March 4, 1993, by and among Dubuque
Racing Association, Ltd. and Greater Dubuque Riverboat Entertainment
Company, L.C.—incorporated herein by reference to Exhibit 10.9C of
Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.4
|
Third
Amendment to Operating Agreement, dated March 11, 1993, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9D of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.5
|
Fourth
Amendment to Operating Agreement, dated March 11, 1993, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9E of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
10.6
|
Fifth
Amendment to Operating Agreement, dated April 9, 1993, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9F of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.7
|
Sixth
Amendment to Operating Agreement, dated November 29, 1993, by and
among Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9G of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.8
|
Seventh
Amendment to Operating Agreement, dated April 6, 1994, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9H of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.9
|
Eighth
Amendment to Operating Agreement, dated April 29, 1994, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9I of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.10
|
Ninth
Amendment to Operating Agreement, dated July 11, 1995, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9J of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.11
|
Tenth
Amendment to Operating Agreement, dated July 15, 1999, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.9K of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.12
|
Operating
Agreement Assignment, dated July 15, 1999, by and among Greater
Dubuque Riverboat Entertainment Company, L.C. and Peninsula Gaming
Company, LLC—incorporated herein by reference to Exhibit 10.10 of
Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.13
|
Ice
Harbor Parking Agreement Assignment dated July 15, 1999, by and among
Greater Dubuque Riverboat Entertainment Company, L.C. and Peninsula Gaming
Company, LLC—incorporated herein by reference to Exhibit 10.13 of
Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.14
|
First
Amendment to Sublease Agreement, dated July 15, 1999, by and among
Dubuque Racing Association, Ltd. and Greater Dubuque Riverboat
Entertainment Company, L.C.—incorporated herein by reference to Exhibit
10.14 of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.15
|
Sublease
Assignment, dated July 15, 1999, by and among Greater Dubuque
Entertainment Company, L.C. and Peninsula Gaming Company, LLC—incorporated
herein by reference to Exhibit 10.15 of Peninsula Gaming Company, LLC’s
Form S-4 filed October 12, 1999.
|
|
10.16
|
Iowa
Racing and Gaming Commission Gaming License, dated July 15,
1999—incorporated herein by reference to Exhibit 10.16 of Peninsula Gaming
Company, LLC’s Form S-4 filed October 12,
1999.
|
10.17
|
Assignment
of Iowa IGT Declaration and Agreement of Trust, dated July 15, 1999
by and among Greater Dubuque Riverboat Entertainment Company, L.C. and
Peninsula Gaming Company, LLC—incorporated herein by reference to Exhibit
10.17 of Peninsula Gaming Company, LLC’s Form S-4 filed October 12,
1999.
|
|
10.18
|
Amended
and Restated Management Services Agreement, dated as of February 25,
2003, by and among The Old Evangeline Downs, L.L.C., OED Acquisition, LLC
and Peninsula Gaming Company, LLC—incorporated herein by reference to
Exhibit 10.15 of Peninsula Gaming Company, LLC’s Form 10-Q Quarterly
Report for the quarter ended September 30, 2003.
|
|
10.19
|
Loan
and Security Agreement, dated as of June 16, 2004, by and among
Diamond Jo, LLC (formerly known as Peninsula Gaming Company, LLC, The Old
Evangeline Downs, L.L.C. and Wells Fargo Foothill, Inc—incorporated
by reference to Exhibit 10.19 of Peninsula Gaming, LLC’s Form S-4 filed
July 30, 2004.
|
|
10.20
|
Guarantor
Security Agreement, dated as of June 16, 2004, by and among Peninsula
Gaming, LLC, The Old Evangeline Downs Capital Corp. and Wells Fargo
Foothill, Inc—incorporated by reference to Exhibit 10.20 of Peninsula
Gaming, LLC’s Form S-4 filed July 30, 2004.
|
|
10.21
|
Intercompany
Subordination Agreement, dated as of June 16, 2004, by and among The
Old Evangeline Downs, L.L.C., Diamond Jo, LLC (formerly known as Peninsula
Gaming Company, LLC, The Old Evangeline Downs Capital Corp., Peninsula
Gaming, LLC and Wells Fargo Foothill, Inc—incorporated by reference
to Exhibit 10.21 of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004.
|
|
10.22
|
Management
Fees Subordination Agreement, dated as of June 16, 2004, by and among
The Old Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp.,
Diamond Jo, LLC (formerly known as Peninsula Gaming Company, LLC, OED
Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated by
reference to Exhibit 10.22 of Peninsula Gaming, LLC’s Form S-4 filed July
30, 2004.
|
|
10.23
|
Post
Closing Letter, dated June 16, 2004, from Wells Fargo
Foothill, Inc. to The Old Evangeline Downs, L.L.C. and Diamond Jo,
LLC (formerly known as Peninsula Gaming Company, LLC—incorporated by
reference to Exhibit 10.23 of Peninsula Gaming, LLC’s Form S-4 filed July
30, 2004.
|
|
10.24
|
Guaranty
by The Old Evangeline Downs Capital Corp. in favor of Wells Fargo
Foothill, Inc., dated June 16, 2004—incorporated by reference to
Exhibit 10.25 of Peninsula Gaming, LLC’s Form S-4 filed July 30,
2004
|
|
10.25
|
Purchase
Agreement among Diamond Jo Worth, LLC, Diamond Jo Worth Corp., Diamond Jo
Worth Holdings, LLC, Diamond Jo, LLC and Jefferies & Company,
Inc.—incorporated herein by reference to Exhibit 10.3 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed August 16,
2005.
|
|
10.26
|
Borrower
Supplement No. 1 by Diamond Jo Worth, LLC, dated as of May 13,
2005—incorporated herein by reference to Exhibit 10.2 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
10.27
|
Second
Amendment to Loan and Security Agreement, dated as of July 12, 2005, by
and among Diamond Jo, LLC, The Old Evangeline Downs, L.L.C., Diamond Jo
Worth, LLC and Wells Fargo Foothill, Inc.—incorporated herein by reference
to Exhibit 10.6 of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q
filed August 16, 2005.
|
|
10.28
|
Stock
Pledge Agreement Supplement by Peninsula Gaming, LLC, dated as of May 13,
2005—incorporated herein by reference to Exhibit 10.4 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
10.29
|
Acknowledgement
and Agreement by Diamond Jo Worth, LLC, dated July 12, 2005—incorporated
herein by reference to Exhibit 10.5 of Peninsula Gaming, LLC’s Quarterly
Report on Form 10-Q filed November 14, 2005.
|
|
10.30
|
Acknowledgment
of Diamond Jo Worth, LLC, dated May 13, 2005—incorporated herein by
reference to Exhibit 10.6 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 14, 2005.
|
|
10.31
|
First
Amendment to Intercompany Subordination Agreement, dated as of May 13,
2005, by and among The Old Evangeline Downs, L.L.C., Diamond Jo Worth,
LLC, Diamond Jo, LLC, Peninsula Gaming Corp., Peninsula Gaming, LLC, OED
Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated herein by
reference to Exhibit 10.7 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 14, 2005.
|
|
10.32
|
Act
of Second Amendment of Multiple Obligations Mortgage, dated as of July 12,
2005, between The Old Evangeline Downs, L.L.C. and Wells Fargo Foothill,
Inc.—incorporated herein by reference to Exhibit 10.8of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
10.33
|
Second
Amendment to Iowa Shore Mortgage, dated as of July 12, 2005, between
Diamond Jo, LLC and Wells Fargo Foothill, Inc.—incorporated herein by
reference to Exhibit 10.9 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 14, 2005.
|
|
10.34
|
Subordination
Agreement, dated as of July 12, 2005, between Diamond Jo, LLC and U.S.
Bank National Association, as Trustee—incorporated herein by reference to
Exhibit 10.10 of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q
filed November 14, 2005.
|
10.35
|
Mortgage,
Assignment of Rents, Security Agreement and Fixture Financing Statement,
dated May 13, 2005, between Diamond Jo Worth, LLC and Well Fargo Foothill,
Inc., as Agent —incorporated herein by reference to Exhibit 10.11 of
Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
10.36
|
Second
Amendment to First Preferred Ship Mortgage, dated as of July 12, 2005,
between Diamond Jo, LLC and Wells Fargo Foothill, Inc.—incorporated herein
by reference to Exhibit 10.12 of Peninsula Gaming, LLC’s Quarterly Report
on Form 10-Q filed November 14,
2005.
|
10.37
|
Amended
and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture
Financing Statement, dated July 19, 2005, between Diamond Jo Worth, LLC
and Well Fargo Foothill, Inc., as Agent—incorporated herein by reference
to Exhibit 10.5 of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q
filed August 16, 2005.
|
|
10.38
|
Assignment
of Mortgage, Assignment of Rents, Security Agreement and Fixture Financing
Statement by U.S. Bank National Association, dated July 19,
2005—incorporated herein by reference to Exhibit 10.9 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 14,
2005.
|
|
10.39
|
Release
of Real Estate Mortgage by Wells Fargo Foothill, Inc., dated July 19,
2005—incorporated herein by reference to Exhibit 10.53 of Peninsula
Gaming, LLC’s Annual Report on Form 10-K filed March 30,
2006.
|
|
10.40
|
Cash
Collateral and Disbursement Agreement, dated as of July 19, 2005, by and
among Diamond Jo Worth, LLC, Diamond Jo Worth Corp. and U.S. Bank National
Association, as Trustee and Disbursement Agent—incorporated herein by
reference to Exhibit 10.14 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 14, 2005.
|
|
10.41
|
Multi-Party
Blocked Account Agreement, dated as of July 19, 2005, by and among Diamond
Jo Worth, LLC, U.S. Bank National Association, as trustee, and U.S. Bank
National Association, as securities intermediary—incorporated herein by
reference to Exhibit 10.53 of Peninsula Gaming, LLC’s Annual Report on
Form 10-K filed March 30, 2006.
|
|
10.42
|
Multi-Party
Blocked Account Agreement, dated as of July 19, 2005, by and among Diamond
Jo Worth, LLC, U.S. Bank National Association, as trustee, and U.S. Bank
National Association, as securities intermediary—incorporated herein by
reference to Exhibit 10.53 of Peninsula Gaming, LLC’s Annual Report on
Form 10-K filed March 30, 2006.
|
|
10.43
|
Multi-Party
Blocked Account Agreement, dated as of July 19, 2005, by and among Diamond
Jo Worth, LLC, U.S. Bank National Association, as trustee, and American
Trust and Savings Bank, as depositary—incorporated herein by reference to
Exhibit 10.53 of Peninsula Gaming, LLC’s Annual Report on Form 10-K filed
March 30, 2006.
|
|
10.44
|
Multi-Party
Blocked Account Agreement, dated as of July 19, 2005, by and among Diamond
Jo Worth, LLC, U.S. Bank National Association, as trustee, and American
Trust and Savings Bank, as depositary—incorporated herein by reference to
Exhibit 10.53 of Peninsula Gaming, LLC’s Annual Report on Form 10-K filed
March 30, 2006.
|
|
10.45
|
Management
Services Agreement, dated July 19, 2005, between Diamond Jo Worth, LLC and
Peninsula Gaming Partners—incorporated herein by reference to Exhibit 10.1
of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q filed August 16,
2005.
|
10.46
|
Eleventh
Amendment to Operating Agreement, dated as of May 31, 2005, by and between
Dubuque Racing Association, Ltd. And Diamond Jo, LLC—incorporated herein
by reference to Exhibit 10.16 of Peninsula Gaming, LLC’s Quarterly Report
on Form 10-Q filed November 14, 2005.
|
|
10.47
|
Standard
Form of Agreement between Owner and Architect, dated March 1,
2005, between Diamond Jo Worth, LLC and KGA Architecture—incorporated
herein by reference to Exhibit 10.7 of Peninsula Gaming, LLC’s Quarterly
Report on Form 10-Q filed August 16, 2005.
|
|
10.48
|
General
Conditions of Standard Form of Agreement between Owner and Architect,
dated March 1, 2005, between Diamond Jo Worth, LLC and KGA
Architecture—incorporated herein by reference to Exhibit 10.8 of Peninsula
Gaming, LLC’s Quarterly Report on Form 10-Q filed August 16,
2005.
|
|
10.49
|
Standard
Form of Agreement between Owner and Contractor, dated as of
June 6, 2005, between Diamond Jo Worth, LLC and Henkel Construction
Company—incorporated herein by reference to Exhibit 10.9 of Peninsula
Gaming, LLC’s Quarterly Report on Form 10-Q filed August 16,
2005.
|
|
10.50
|
Offer
to Purchase Real Estate, Acceptance and Lease, dated September 27, 2006,
between Diamond Jo, LLC and Dubuque County Historical Society—incorporated
herein by reference to Exhibit 10.1 of Peninsula Gaming, LLC’s Quarterly
Report on Form 10-Q filed November 14, 2006.
|
|
10.51
|
Closing
Agreement, dated September 27, 2006, between Diamond Jo, LLC and Dubuque
County Historical Society—incorporated herein by reference to Exhibit 10.1
of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q filed November
14, 2006.
|
|
10.52
|
Real
Estate Ground Lease, dated September 27, 2006, between Diamond Jo, LLC and
Dubuque County Historical Society—incorporated herein by reference to
Exhibit 10.1 of Peninsula Gaming, LLC’s Quarterly Report on Form 10-Q
filed November 14, 2006.
|
|
10.53
|
Amended
and Restated Operator’s Agreement, dated November 5, 2004, by and
among the Worth County Development Authority, an Iowa not-for-profit
corporation, and Diamond Jo Worth, LLC- incorporated by reference to
Exhibit 10.56 of Peninsula Gaming, LLC’s Annual Report on Form 10-K filed
April 2, 2007.
|
|
10.54
|
PGP’s
Amended and Restated 2004 Incentive Unit Plan- incorporated by reference
to Exhibit 10.57 of Peninsula Gaming, LLC’s Annual Report on Form 10-K
filed April 2, 2007.
|
|
10.55
|
Form
of Incentive Unit Plan Agreement- incorporated by reference to Exhibit
10.58 of Peninsula Gaming, LLC’s Annual Report on Form 10-K filed April 2,
2007.
|
|
10.56
|
Construction
Agreement, dated August 18, 2006, between Diamond Jo Worth, LLC and Henkel
Construction Company- incorporated by reference to Exhibit 10.59 of
Peninsula Gaming, LLC’s Annual Report on Form 10-K filed April 2,
2007.
|
10.57
|
Purchase
Agreement among Peninsula Gaming LLC, Diamond Jo, LLC, Peninsula Gaming
Corp., and Jefferies & Company, Inc., dated December 22, 2006-
incorporated by reference to Exhibit 10.60 of Peninsula Gaming, LLC’s
Annual Report on Form 10-K filed April 2, 2007.
|
|
10.58
|
Employment
Agreement, dated September 7, 2007, by and between Peninsula Gaming,
LLC and Jonathan Swain - incorporated by reference to Exhibit 10.1 of
Peninsula Gaming, LLC’s Current Report on Form 8-K filed September 13,
2007.
|
|
10.59
|
Employment Agreement,
dated September 7, 2007, by and between Peninsula Gaming, LLC and
Natalie Schramm - incorporated by reference to Exhibit 10.2 of Peninsula
Gaming, LLC’s Current Report on Form 8-K filed September 13,
2007.
|
|
10.60
|
General
Conditions of the Contract for Construction, dated September 25, 2007,
between Diamond Jo, LLC and Conlon Construction Company – incorporated by
reference to Exhibit 10.3 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 13, 2007.
|
|
10.61
|
Standard
Form of Agreement Between Owner and Contractor, dated September 25, 2007,
between Diamond Jo, LLC and Conlon Construction Company– incorporated by
reference to Exhibit 10.4 of Peninsula Gaming, LLC’s Quarterly Report on
Form 10-Q filed November 13, 2007.
|
|
10.62
|
Abbreviated
Standard Form of Agreement Between Owner and Architect, dated May 21,
2007, between Diamond Jo, LLC and Youngblood Wucherer Sparer Architects,
Ltd. – incorporated by reference to Exhibit 10.5 of Peninsula Gaming,
LLC’s Quarterly Report on Form 10-Q filed November 13,
2007.
|
|
10.63†
|
Minimum
Assessment Agreement, dated October 1, 2007, among Diamond Jo, LLC, the
City of Dubuque, Iowa and the City Assessor of the City of Dubuque,
Iowa.
|
|
10.64†
|
Bond
Purchase Contract, dated October 1, 2007, among Diamond Jo, LLC, the City
of Dubuque, Iowa and Robert W. Baird & Co.
|
|
10.65†
|
Amended
and Restated Port of Dubuque Public Parking Facility Development
Agreement, dated October 1, 2007, between the City of Dubuque, Iowa and
Diamond Jo, LLC.
|
|
12.1†
|
Computation
of ratio of earnings to fixed charges.
|
|
21.1†
|
Subsidiaries
of the Registrants.
|
|
31.1†
|
Certification
of M. Brent Stevens, Chief Executive Officer.
|
|
31.2†
|
Certification
of Natalie A. Schramm, Chief Financial Officer.
|
|
*
|
Unless
otherwise noted, exhibits have been previously filed and are incorporated
by reference.
|
†
|
Filed
herewith.
|
PENINSULA
GAMING, LLC
|
||||
By:
|
/s/
M. Brent Stevens
|
|||
M.
Brent Stevens
|
||||
Chief
Executive Officer
|
||||
PENINSULA
GAMING CORP.
|
||||
By:
|
/s/
M. Brent Stevens
|
|||
M.
Brent Stevens
|
||||
Chief
Executive Officer
|
||||
DIAMOND
JO, LLC
|
||||
By:
|
/s/
M. Brent Stevens
|
|||
M.
Brent Stevens
|
||||
Chief
Executive Officer
|
PENINSULA
GAMING, LLC
|
|||
By:
|
/s/
M. Brent Stevens
|
||
M.
Brent Stevens
|
|||
Chief
Executive Officer and Manager
|
|||
(principal
executive officer)
|
|||
By:
|
/s/
Natalie A. Schramm
|
||
Natalie
A. Schramm
|
|||
Chief
Financial Officer
|
|||
(principal
financial and principal accounting officer)
|
|||
By:
|
/s/
Michael S. Luzich
|
||
Michael
S. Luzich
|
|||
President,
Secretary and Manager
|
By:
|
/s/
Terrance W. Oliver
|
||
Terrance
W. Oliver
|
|||
Manager
|
|||
By:
|
/s/
Andrew Whittaker
|
||
Andrew
Whittaker
|
|||
Manager
|
PENINSULA
GAMING CORP.
|
|||
By:
|
/s/
M. Brent Stevens
|
||
M.
Brent Stevens
|
|||
Chief
Executive Officer and Manager
|
|||
(principal
executive officer)
|
|||
By:
|
/s/
Natalie A. Schramm
|
||
Natalie
A. Schramm
|
|||
Chief
Financial Officer
|
|||
(principal
financial and principal accounting officer)
|
|||
By:
|
/s/
Michael S. Luzich
|
||
Michael
S. Luzich
|
|||
President,
Secretary and Manager
|
|||
By:
|
/s/
Terrance W. Oliver
|
||
Terrance
W. Oliver
|
|||
Manager
|
|||
By:
|
/s/
Andrew Whittaker
|
||
Andrew
Whittaker
|
|||
Manager
|
|||
DIAMOND
JO, LLC
|
|||
By:
|
/s/
M. Brent Stevens
|
||
M.
Brent Stevens
|
|||
Chief
Executive Officer and Manager
|
|||
(principal
executive officer)
|
|||
By:
|
/s/
Natalie A. Schramm
|
||
Natalie
A. Schramm
|
|||
Chief
Financial Officer
|
|||
(principal
financial and principal accounting officer)
|
|||
By:
|
/s/
Michael S. Luzich
|
||
Michael
S. Luzich
|
|||
President,
Secretary and Manager
|
By:
|
/s/
Terrance W. Oliver
|
||
Terrance
W. Oliver
|
|||
Manager
|
|||
By:
|
/s/
Andrew Whittaker
|
||
Andrew
Whittaker
|
|||
Manager
|
Consolidated
Financial Statements and Schedule of Peninsula Gaming,
LLC:
|
||
F-2
|
||
F-3
|
||
F-4
|
||
F-5
|
||
F-6
|
||
F-7
|
||
S-1
|
/s/
DELOITTE & TOUCHE LLP
|
|
Cedar
Rapids, Iowa
|
|
March 27,
2008
|
2007
|
2006
|
||||
ASSETS
|
|||||
CURRENT
ASSETS:
|
|||||
Cash
and cash equivalents
|
$
42,100
|
$
56,921
|
|||
Restricted
cash — purse settlements
|
4,902
|
4,619
|
|||
Accounts
receivable, less allowance for doubtful accounts of $32 and $39,
respectively
|
3,000
|
3,529
|
|||
Inventories
|
911
|
706
|
|||
Prepaid
expenses and other assets
|
1,375
|
1,456
|
|||
Total
current assets
|
52,288
|
67,231
|
|||
RESTRICTED
CASH-WORTH PROJECT
|
—
|
12,981
|
|||
PROPERTY
AND EQUIPMENT, NET
|
188,812
|
164,754
|
|||
OTHER
ASSETS:
|
|||||
Deferred
financing costs, net of amortization of $10,325 and $6,603,
respectively
|
21,785
|
16,224
|
|||
Goodwill
|
53,083
|
53,083
|
|||
Licenses
and other intangibles
|
37,016
|
35,521
|
|||
Deposits
and other assets
|
6,452
|
4,016
|
|||
Investment
available for sale
|
12,491
|
—
|
|||
Total
other assets
|
130,827
|
108,844
|
|||
TOTAL
|
$
371,927
|
$
353,810
|
|||
LIABILITIES
AND MEMBER’S DEFICIT
|
|||||
CURRENT
LIABILITIES:
|
|||||
Accounts
payable
|
$
3,489
|
$
5,383
|
|||
Construction
payable
|
4,884
|
5,531
|
|||
Purse
settlement payable
|
6,723
|
6,265
|
|||
Accrued
payroll and payroll taxes
|
5,618
|
4,575
|
|||
Accrued
interest
|
7,797
|
7,437
|
|||
Other
accrued expenses
|
9,800
|
9,026
|
|||
Payable
to affiliates
|
3,921
|
2,484
|
|||
Current
maturities of long-term debt and leases
|
3,147
|
8,645
|
|||
Total
current liabilities
|
45,379
|
49,346
|
|||
LONG-TERM
LIABILITIES:
|
|||||
8
3
/
4
%
senior secured notes, net of discount
|
252,789
|
252,381
|
|||
11%
senior secured notes, net of discount
|
116,358
|
96,500
|
|||
13%
senior secured notes, net of discount
|
6,853
|
6,831
|
|||
Term
loan
|
—
|
667
|
|||
Notes
and leases payable, net of discount
|
1,887
|
3,544
|
|||
Other liabilities
|
8,283
|
1,042
|
|||
Total
long-term liabilities
|
386,170
|
360,965
|
|||
Total
liabilities
|
431,549
|
410,311
|
|||
COMMITMENTS
AND CONTINGENCIES
|
|||||
MEMBER’S
DEFICIT:
|
|||||
Common
member’s interest
|
9,000
|
9,000
|
|||
Accumulated
deficit
|
(66,424
|
)
|
(65,501
|
)
|
|
Accumulated
other comprehensive loss
|
(2,198
|
)
|
—
|
||
Total
member’s deficit
|
(59,622
|
)
|
(56,501
|
)
|
|
TOTAL
|
$
371,927
|
$
353,810
|
2007
|
2006
|
2005
|
||||||||||
REVENUES:
|
||||||||||||
Casino
|
$ | 222,147 | $ | 200,734 | $ | 146,790 | ||||||
Racing
|
19,146 | 22,146 | 17,578 | |||||||||
Video
poker
|
4,533 | 3,715 | 2,339 | |||||||||
Food
and beverage
|
15,801 | 15,315 | 13,511 | |||||||||
Other
|
11,501 | 10,087 | 2,710 | |||||||||
Less
promotional allowances
|
(19,935 | ) | (17,580 | ) | (13,855 | ) | ||||||
Total
net revenues
|
253,193 | 234,417 | 169,073 | |||||||||
EXPENSES:
|
||||||||||||
Casino
|
94,389 | 84,971 | 67,180 | |||||||||
Racing
|
15,959 | 18,579 | 15,335 | |||||||||
Video
poker
|
3,751 | 2,949 | 1,767 | |||||||||
Food
and beverage
|
12,428 | 11,701 | 9,849 | |||||||||
Other
|
7,080 | 6,605 | 1,720 | |||||||||
Selling,
general and administrative
|
49,770 | 43,924 | 28,454 | |||||||||
Depreciation
and amortization
|
20,728 | 20,820 | 16,249 | |||||||||
Pre-opening
expense
|
375 | 966 | 310 | |||||||||
Development
expense
|
8,041 | 777 | 575 | |||||||||
Affiliate
management fees
|
5,218 | 4,516 | 2,057 | |||||||||
(Gain)
loss on disposal of assets
|
2,731 | 210 | (16 | ) | ||||||||
Total
expenses
|
220,470 | 196,018 | 143,480 | |||||||||
INCOME
FROM OPERATIONS
|
32,723 | 38,399 | 25,593 | |||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||
Interest
income
|
2,628 | 955 | 516 | |||||||||
Interest
expense, net of amounts capitalized
|
(40,505 | ) | (32,741 | ) | (29,133 | ) | ||||||
Interest
expense related to preferred member’s interest, redeemable
|
— | (285 | ) | (360 | ) | |||||||
Total
other expense
|
(37,877 | ) | (32,071 | ) | (28,977 | ) | ||||||
NET
INCOME (LOSS)
|
$ | (5,154 | ) | $ | 6,328 | $ | (3,384 | ) |
COMMON
MEMBER’S
INTEREST
|
ACCUMULATED
DEFICIT
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS
|
TOTAL
MEMBER’S
DEFICIT
|
COMPREHENSIVE
INCOME (LOSS)
|
||||||||||||||||
BALANCE,
JANUARY 1, 2005
|
$ | 9,000 | $ | (71,599 | ) | $ | — | $ | (62,599 | ) | ||||||||||
Net
loss
|
— | (3,384 | ) | — | (3,384 | ) | $ | (3,384 | ) | |||||||||||
Member
distributions
|
— | (4,624 | ) | — | (4,624 | ) | - | |||||||||||||
Comprehensive
loss
|
$ | (3,384 | ) | |||||||||||||||||
BALANCE,
DECEMBER 31, 2005
|
9,000 | (79,607 | ) | — | (70,607 | ) | ||||||||||||||
Net
income
|
— | 6,328 | — | 6,328 | $ | 6,328 | ||||||||||||||
Member
distributions
|
— | (2,494 | ) | — | (2,494 | ) | - | |||||||||||||
Member
contributions
|
— | 10,272 | — | 10,272 | - | |||||||||||||||
Comprehensive
income
|
$ | 6,328 | ||||||||||||||||||
BALANCE,
DECEMBER 31, 2006
|
9,000 | (65,501 | ) | — | (56,501 | ) | ||||||||||||||
Net
loss
|
— | (5,154 | ) | — | (5,154 | ) | $ | (5,154 | ) | |||||||||||
Unrealized
loss on available for sale securities
|
— | — | (2,198 | ) | (2,198 | ) | (2,198 | ) | ||||||||||||
Member
distributions
|
— | (6,424 | ) | — | (6,424 | ) | - | |||||||||||||
Member
contributions
|
— | 10,655 | — | 10,655 | - | |||||||||||||||
Comprehensive
loss
|
$ | (7,352 | ) | |||||||||||||||||
BALANCE,
DECEMBER 31, 2007
|
$ | 9,000 | $ | (66,424 | ) | $ | (2,198 | ) | $ | (59,622 | ) |
2007
|
2006
|
2005
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
income (loss)
|
$ | (5,154 | ) | $ | 6,328 | $ | (3,384 | ) | ||||
Adjustments
to reconcile net income (loss) to net cash flows from operating
activities:
|
||||||||||||
Depreciation
and amortization
|
20,728 | 20,820 | 16,249 | |||||||||
Non-cash
interest
|
4,314 | 3,551 | 3,140 | |||||||||
Non-cash
equity based and other compensation
|
10,655 | 8,766 | 1,208 | |||||||||
(Gain)
loss on disposal of assets
|
2,731 | 210 | (16 | ) | ||||||||
Non-cash
charitable contributions
|
6,250 | — | — | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Restricted
cash — purse settlements
|
(283 | ) | 500 | (1,448 | ) | |||||||
Receivables
|
529 | (729 | ) | (1,798 | ) | |||||||
Inventories
|
(205 | ) | (213 | ) | (250 | ) | ||||||
Prepaid
expenses and other assets
|
(1,163 | ) | (2,621 | ) | 149 | |||||||
Accounts
payable
|
(1,243 | ) | (669 | ) | 2,791 | |||||||
Accrued
expenses
|
3,703 | 4,065 | 4,018 | |||||||||
Payable
to affiliates
|
1,437 | 1,813 | 868 | |||||||||
Net
cash flows from operating activities
|
42,299 | 41,821 | 21,527 | |||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Increase
in cash value of life insurance for premiums paid
|
(157 | ) | (283 | ) | — | |||||||
Purchase
of investment available for sale
|
(14,659 | ) | — | — | ||||||||
Business
acquisition and licensing costs
|
(1,497 | ) | (1,520 | ) | (1,441 | ) | ||||||
Proceeds
from (deposits to) restricted cash
|
12,981 | 6,148 | (19,129 | ) | ||||||||
Payment
to long-term deposit
|
(6,350 | ) | — | — | ||||||||
Construction
project development costs
|
(34,418 | ) | (23,647 | ) | (25,949 | ) | ||||||
Purchase
of property and equipment
|
(6,479 | ) | (12,725 | ) | (5,776 | ) | ||||||
Proceeds
from sale of property and equipment
|
24 | 47 | 153 | |||||||||
Net
cash flows from investing activities
|
(50,555 | ) | (31,980 | ) | (52,142 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Deferred
financing costs
|
(9,123 | ) | (4,393 | ) | (3,283 | ) | ||||||
Principal
payments on debt
|
(13,673 | ) | (9,291 | ) | (9,116 | ) | ||||||
Redemption
of preferred member’s interest
|
— | (4,000 | ) | — | ||||||||
Proceeds
from senior secured notes
|
22,655 | 78,280 | 40,000 | |||||||||
Proceeds
from senior credit facilities
|
— | 29,685 | 23,033 | |||||||||
Payments
on senior credit facilities
|
— | (53,485 | ) | (13,121 | ) | |||||||
Member
distributions
|
(6,424 | ) | (2,494 | ) | (4,624 | ) | ||||||
Net
cash flows from financing activities
|
(6,565 | ) | 34,302 | 32,889 | ||||||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(14,821 | ) | 44,143 | 2,274 | ||||||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
56,921 | 12,778 | 10,504 | |||||||||
CASH
AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 42,100 | $ | 56,921 | $ | 12,778 | ||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||||||
Cash
paid during the year for interest
|
$ | 35,649 | $ | 29,170 | $ | 25,418 | ||||||
SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
|
||||||||||||
Property
and equipment purchased, but not paid
|
$ | 3,910 | $ | 4,764 | $ | 5,046 | ||||||
Property
and equipment purchased in exchange for indebtedness
|
3,471 | 5,899 | 22 | |||||||||
Property
and equipment acquired in exchange for long-term deposit
|
4,875 | — | — | |||||||||
Deferred
financing costs incurred, but not paid
|
137 | 303 | — | |||||||||
Deferred
financing costs incurred in exchange for long-term
deposit
|
325 | — | — | |||||||||
Unrealized
loss on available for sale investment
|
2,198 | — | — | |||||||||
Assumption
of equity based and other compensation liability by owner
|
— | 1,506 | — | |||||||||
Property
and equipment returned for a reduction in construction
payable
|
— | — | 162 |
Land
improvements
|
20-40
years
|
||
Buildings
and building improvements
|
3–40
years
|
||
Riverboat
and improvements
|
3–13
years
|
||
Furniture,
fixtures and equipment
|
3–10
years
|
||
Computer
equipment
|
3–5
years
|
||
Vehicles
|
3–5
years
|
2007
|
2006
|
|||||||
Slot
machine and electronic video game licenses
|
$ | 30,233 | $ | 29,735 | ||||
Tradename
|
2,475 | 2,478 | ||||||
Horse
racing licenses
|
1,308 | 1,308 | ||||||
DJW
gaming license
|
3,000 | 2,000 | ||||||
Total
|
$ | 37,016 | $ | 35,521 |
2008
|
$ | - | ||
2009
|
- | |||
2010
|
- | |||
2011
|
285 | |||
2012
|
305 | |||
Thereafter
|
22,435 | |||
Total
|
$ | 23,025 |
|
Year Ended
|
|||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
and free play incentives
|
$ | 11,231 | $ | 9,581 | $ | 6,638 | ||||||
Food
and beverage
|
7,801 | 7,365 | 6,876 | |||||||||
Other
|
903 | 634 | 341 | |||||||||
Total
promotional allowances
|
$ | 19,935 | $ | 17,580 | $ | 13,855 |
|
Year Ended
|
|||||||||||
2007
|
2006
|
2005
|
||||||||||
Food
and beverage
|
$ | 2,744 | $ | 2,556 | $ | 2,358 | ||||||
Other
|
359 | 254 | 149 | |||||||||
Total
cost of complimentary services
|
$ | 3,103 | $ | 2,810 | $ | 2,507 |
2007
|
2006
|
|||||||
Land
and land improvements
|
$ | 18,170 | $ | 16,773 | ||||
Buildings
and improvements
|
137,669 | 114,823 | ||||||
Riverboat
and improvements
|
8,442 | 8,410 | ||||||
Furniture,
fixtures and equipment
|
65,077 | 56,721 | ||||||
Computer
equipment
|
8,842 | 8,185 | ||||||
Vehicles
|
379 | 378 | ||||||
Construction
in progress
|
18,188 | 13,360 | ||||||
Subtotal
|
256,767 | 218,650 | ||||||
Accumulated
depreciation
|
(67,955 | ) | (53,896 | ) | ||||
Property
and equipment, net
|
$ | 188,812 | $ | 164,754 |
2007
|
2006
|
|||||||
8
3/4% senior secured notes due April 15, 2012, net of discount
of $2,211 and $2,619, respectively, secured by substantially all the
assets of PGL, DJL and EVD and the equity of DJL and EVD
|
$ | 252,789 | $ | 252,381 | ||||
11%
senior secured notes of DJW due April 15, 2012 (and related
contingent put option in 2006), net of discount of $762 at December 31,
2007, secured by substantially all the assets of DJW and a pledge of
equity of DJW and DJWC
|
116,358 | 96,500 | ||||||
13%
senior secured notes of EVD due March 1, 2010 with contingent
interest, net of discount of $57 and $79, respectively, secured by certain
assets of EVD
|
6,853 | 6,831 | ||||||
$65,000
revolving line of credit under a loan and security agreement of DJL and
EVD with Wells Fargo Foothill, Inc., interest rate at prime plus a margin
of 0.25% (current rate of 7.5% at December 31, 2007), maturing June 16,
2008, secured by substantially all assets of DJL and EVD
|
— | — | ||||||
$5,000
revolving line of credit under a loan and security agreement of DJW with a
bank, interest rate at prime less a margin of 1.0% (current rate of 6.25%
at December 31, 2007), maturing March 1, 2010, secured by
substantially all the assets of DJW and guaranteed by the Company’s Chief
Executive Officer
|
— | — | ||||||
Term
loan under a loan and security agreement of DJL and EVD with Wells Fargo
Foothill, Inc., interest rate at prime plus 2.5% (10.75% at December 31,
2006), secured by certain assets of DJL and EVD
|
— | 4,667 | ||||||
Notes
payable and capital lease obligations, net of discount of $103 and $234,
respectively, interest rate at 7 ¼% - 8 ¾%, due 2008 -
2011
|
5,034 | 8,189 | ||||||
Total
debt
|
381,034 | 368,568 | ||||||
Less
current portion
|
(3,147 | ) | (8,645 | ) | ||||
Total
long term debt
|
$ | 377,887 | $ | 359,923 |
DJW
|
Company
|
|||||||
2008
|
$ | 2,659 | $ | 3,244 | ||||
2009
|
660 | 1,244 | ||||||
2010
|
55 | 7,538 | ||||||
2011
|
- | 21 | ||||||
2012
|
117,120 | 372,120 | ||||||
Thereafter
|
- | - | ||||||
$ | 120,494 | $ | 384,167 |
Years ended
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Minimum
rental payments
|
$ | 1,862 | $ | 1,899 | $ | 1,542 | ||||||
Contingent
rental payments
|
5,000 | 4,376 | 3,038 | |||||||||
Total
|
$ | 6,862 | $ | 6,275 | $ | 4,580 |
2008
|
$ | 1,214 | ||
2009
|
703 | |||
2010
|
237 | |||
2011
|
138 | |||
2012
|
114 | |||
Thereafter
|
386 | |||
Total
|
$ | 2,792 |
2008
|
$ | 41,377 | ||
2009
|
1,923 | |||
2010
|
2,710 | |||
2011
|
2,055 | |||
2012
|
2,020 | |||
Thereafter
|
47,281 | |||
Total
|
$ | 97,366 |
|
·
|
The
DRA is authorized to operate up to 1,000 slot machines and up to 20 table
games at DGP.
|
|
·
|
Extension
of the operating agreement through December 31,
2018.
|
|
·
|
From
February 2006 (the date that DGP commenced operation of table games)
through August 31, 2006 (the date a competing casino facility opened to
the public in Riverside, Iowa), DRA was contractually obligated
to pay to DJL $0.33 for each $1.00 of reduction in DJL’s adjusted gross
gaming receipts, subject to a maximum 15% decline and certain payment
deferral conditions. Beginning September 1, 2006 and continuing until the
earlier of (i) DJL’s commencement of operations as a barge facility or
(ii) December 31, 2008, DRA is contractually obligated to pay to DJL $0.33
for each $1.00 of reduction in DJL’s adjusted gross gaming receipts above
a 7% decline from the base period and subject to a maximum 21% decline and
certain payment deferral conditions;
and
|
|
·
|
DJL
will continue to pay to DRA the sum of $.50 for each patron admitted on
the boat through 2008. During 2007, 2006 and 2005, these payments
approximated $0.4 million, $0.4 million and $0.5 million, respectively.
Commencing January 1, 2009, DJL is obligated pay to the DRA 3% of DJL’s
adjusted gross receipts. However, commencing on the date DJL moves its
operations to a barge facility, DJL will be required to pay to the DRA
4.5% of DJL’s adjusted gross
receipts.
|
Segment Operating
Earnings(1)
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
General
Corporate
|
$ | (14,417 | ) | $ | (10,740 | ) | $ | (3,326 | ) | |||
Diamond
Jo
|
12,575 | 14,854 | 16,866 | |||||||||
Evangeline
Downs
|
39,832 | 38,977 | 31,223 | |||||||||
Diamond
Jo Worth
|
31,826 | 22,597 | 5 | |||||||||
Total
Segment Operating Earnings(1)
|
69,816 | 65,688 | 44,768 | |||||||||
General
Corporate:
|
||||||||||||
Development
expense
|
— | — | (223 | ) | ||||||||
Depreciation
and amortization
|
(44 | ) | (14 | ) | — | |||||||
Affiliate
management fees
|
(359 | ) | (281 | ) | (418 | ) | ||||||
Interest
income
|
884 | 47 | — | |||||||||
Diamond
Jo:
|
||||||||||||
Depreciation
and amortization
|
(4,448 | ) | (4,176 | ) | (4,136 | ) | ||||||
Pre-opening
expense
|
(91 | ) | — | — | ||||||||
Development
expense
|
(7,974 | ) | (624 | ) | (147 | ) | ||||||
(Loss)
gain on disposal of assets
|
579 | (58 | ) | (3 | ) | |||||||
Interest
expense, net
|
(10,181 | ) | (9,349 | ) | (9,744 | ) | ||||||
Evangeline
Downs:
|
||||||||||||
Depreciation
and amortization
|
(8,971 | ) | (13,094 | ) | (12,089 | ) | ||||||
Pre-opening
expense
|
(70 | ) | (19 | ) | (171 | ) | ||||||
Development
expense
|
(67 | ) | (109 | ) | (205 | ) | ||||||
Affiliate
management fees
|
(1,829 | ) | (1,839 | ) | (1,479 | ) | ||||||
(Loss)
gain on disposal of assets
|
(2,822 | ) | (78 | ) | 19 | |||||||
Interest
expense, net
|
(16,668 | ) | (18,341 | ) | (17,833 | ) | ||||||
Diamond
Jo Worth:
|
||||||||||||
Depreciation
and amortization
|
(7,265 | ) | (3,536 | ) | (24 | ) | ||||||
Pre-opening
expense
|
(214 | ) | (947 | ) | (139 | ) | ||||||
Development
expense
|
— | (44 | ) | — | ||||||||
Affiliate
management fees
|
(3,030 | ) | (2,396 | ) | (160 | ) | ||||||
Loss
on disposal of assets
|
(488 | ) | (74 | ) | — | |||||||
Interest
expense, net
|
(11,912 | ) | (4,428 | ) | (1,400 | ) | ||||||
Net
income (loss)
|
$ | (5,154 | ) | $ | 6,328 | $ | (3,384 | ) |
(1)
|
Segment
operating earnings is defined as net income (loss) plus depreciation and
amortization, pre-opening expense, development expense, affiliate
management fees, loss on disposal of assets and interest expense (net)
less gain on disposal of assets.
|
Total Assets
|
||||||||
2007
|
2006
|
|||||||
General
Corporate
|
$ | 12,469 | $ | 21,433 | ||||
Diamond
Jo
|
102,617 | 88,896 | ||||||
Evangeline
Downs
|
152,762 | 156,130 | ||||||
Diamond
Jo Worth
|
104,079 | 87,351 | ||||||
Total
|
$ | 371,927 | $ | 353,810 |
Cash Expenditures for Additions to
Long-Lived Assets
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
General
Corporate
|
$ | 4 | $ | 130 | $ | — | ||||||
Diamond
Jo
|
10,018 | 1,733 | 1,754 | |||||||||
Evangeline
Downs
|
7,629 | 6,753 | 12,231 | |||||||||
Diamond
Jo Worth
|
24,743 | 29,276 | 19,181 | |||||||||
Total
|
$ | 42,394 | $ | 37,892 | $ | 33,166 |
December 31, 2007
|
December 31, 2006
|
|||||||||||||||
Fair Value
|
Recorded Amount
|
Fair Value
|
Recorded Amount
|
|||||||||||||
Investment
available for sale
|
$ | 12,491 | $ | 12,491 | $ | - | $ | - | ||||||||
8¾%
senior secured notes
|
254,363 | 252,789 | 252,450 | 252,381 | ||||||||||||
11%
senior secured notes (and related contingent put option in
2006)
|
117,120 | 116,358 | 95,535 | 96,500 | ||||||||||||
13%
senior secured notes
|
6,910 | 6,853 | 6,910 | 6,831 | ||||||||||||
Term
loan
|
— | — | 4,667 | 4,667 | ||||||||||||
Notes
payable and capital lease obligations
|
5,137 | 5,034 | 8,423 | 8,189 |
2007 Quarters Ended
|
|||||||||
March 31
|
June 30
|
September 30
|
December 31
|
(1)
|
|||||
(Dollars in Thousands)
|
|||||||||
Net
revenues
|
$
58,339
|
$
66,990
|
$
67,559
|
$
60,305
|
|||||
Income
from operations
|
9,345
|
8,460
|
10,513
|
4,405
|
|||||
Net
income (loss)
|
446
|
(953
|
)
|
534
|
(5,181
|
)
|
2006 Quarters Ended
|
|||||||||
March 31
|
June 30
|
September 30
|
December 31
|
||||||
(Dollars in Thousands)
|
|||||||||
Net
revenues
|
$
50,729
|
$
64,547
|
$
62,798
|
$
56,343
|
|||||
Income
from operations
|
9,380
|
10,972
|
10,980
|
7,067
|
|||||
Net
income (loss)
|
2,077
|
2,926
|
2,501
|
(1,176
|
)
|
Year Ended December 31, 2007
|
||||||||||||||||||||||||
Parent
Co-Issuer —
PGL
|
Subsidiary
Co-Issuer —
DJL
|
Subsidiary
Guarantor —
EVD
|
Subsidiary
Non-Guarantor —
DJW
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||||||
REVENUES:
|
||||||||||||||||||||||||
Casino
|
$ | 40,589 | $ | 107,467 | $ | 74,091 | $ | 222,147 | ||||||||||||||||
Racing
|
19,146 | 19,146 | ||||||||||||||||||||||
Video
Poker
|
4,533 | 4,533 | ||||||||||||||||||||||
Food
and beverage
|
2,425 | 10,218 | 3,158 | 15,801 | ||||||||||||||||||||
Affiliate
management fee income
|
2,514 | $ | (2,514 | ) | ||||||||||||||||||||
Other
|
2,373 | 1,527 | 7,601 | 11,501 | ||||||||||||||||||||
Less
promotional allowances
|
(4,723 | ) | (9,875 | ) | (5,337 | ) | (19,935 | ) | ||||||||||||||||
Total
net revenues
|
43,178 | 133,016 | 79,513 | (2,514 | ) | 253,193 | ||||||||||||||||||
EXPENSES:
|
||||||||||||||||||||||||
Casino
|
18,055 | 50,409 | 25,925 | 94,389 | ||||||||||||||||||||
Racing
|
15,959 | 15,959 | ||||||||||||||||||||||
Video
Poker
|
3,751 | 3,751 | ||||||||||||||||||||||
Food
and beverage
|
2,370 | 7,475 | 2,583 | 12,428 | ||||||||||||||||||||
Other
|
25 | 273 | 6,782 | 7,080 | ||||||||||||||||||||
Selling,
general and administrative
|
$ | 4,143 | 7,639 | 15,317 | 12,397 | 10,274 | 49,770 | |||||||||||||||||
Depreciation
and amortization
|
44 | 4,448 | 8,971 | 7,265 | 20,728 | |||||||||||||||||||
Pre-opening
expense
|
91 | 70 | 214 | 375 | ||||||||||||||||||||
Development
costs
|
7,974 | 67 | 8,041 | |||||||||||||||||||||
Affiliate
management fees
|
359 | 4,343 | 3,030 | (2,514 | ) | 5,218 | ||||||||||||||||||
(Gain)
loss on disposal of assets
|
(579 | ) | 2,822 | 488 | 2,731 | |||||||||||||||||||
Corporate
expense allocation
|
3,505 | 3,395 | 3,374 | (10,274 | ) | |||||||||||||||||||
Total
expenses
|
4,546 | 43,528 | 112,852 | 62,058 | (2,514 | ) | 220,470 | |||||||||||||||||
INCOME
(LOSS) FROM OPERATIONS
|
(4,546 | ) | (350 | ) | 20,164 | 17,455 | 32,723 | |||||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||||||
Interest
income
|
884 | 378 | 305 | 1,061 | 2,628 | |||||||||||||||||||
Interest
expense, net of amounts capitalized
|
(10,559 | ) | (16,973 | ) | (12,973 | ) | (40,505 | ) | ||||||||||||||||
Loss
from equity investment in subsidiaries
|
(1,492 | ) | 1,492 | |||||||||||||||||||||
Total
other expense
|
(608 | ) | (10,181 | ) | (16,668 | ) | (11,912 | ) | 1,492 | (37,877 | ) | |||||||||||||
NET
INCOME (LOSS)
|
$ | (5,154 | ) | $ | (10,531 | ) | $ | 3,496 | $ | 5,543 | $ | 1,492 | $ | (5,154 | ) | |||||||||
Year Ended December 31, 2006
|
||||||||||||||||||||||||
Parent
Co-Issuer —
PGL
|
Subsidiary
Co-Issuer —
DJL
|
Subsidiary
Guarantor —
EVD
|
Subsidiary
Non-Guarantor —
DJW
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||||||
REVENUES:
|
||||||||||||||||||||||||
Casino
|
$ | 44,784 | $ | 106,558 | $ | 49,392 | $ | 200,734 | ||||||||||||||||
Racing
|
22,146 | 22,146 | ||||||||||||||||||||||
Video
Poker
|
3,715 | 3,715 | ||||||||||||||||||||||
Food
and beverage
|
2,642 | 10,803 | 1,870 | 15,315 | ||||||||||||||||||||
Affiliate
management fee income
|
2,593 | $ | (2,593 | ) | ||||||||||||||||||||
Other
|
1,948 | 1,308 | 6,831 | 10,087 | ||||||||||||||||||||
Less
promotional allowances
|
(4,795 | ) | (9,478 | ) | (3,307 | ) | (17,580 | ) | ||||||||||||||||
Total
net revenues
|
47,172 | 135,052 | 54,786 | (2,593 | ) | 234,417 | ||||||||||||||||||
EXPENSES:
|
||||||||||||||||||||||||
Casino
|
18,844 | 50,133 | 15,994 | 84,971 | ||||||||||||||||||||
Racing
|
18,579 | 18,579 | ||||||||||||||||||||||
Video
Poker
|
2,949 | 2,949 | ||||||||||||||||||||||
Food
and beverage
|
2,455 | 7,563 | 1,683 | 11,701 | ||||||||||||||||||||
Other
|
39 | 295 | 6,271 | 6,605 | ||||||||||||||||||||
Selling,
general and administrative
|
$ | 2,983 | 8,387 | 16,556 | 8,241 | 7,757 | 43,924 | |||||||||||||||||
Depreciation
and amortization
|
14 | 4,176 | 13,094 | 3,536 | 20,820 | |||||||||||||||||||
Pre-opening
expense
|
19 | 947 | 966 | |||||||||||||||||||||
Development
costs
|
624 | 109 | 44 | 777 | ||||||||||||||||||||
Affiliate
management fees
|
281 | 4,432 | 2,396 | (2,593 | ) | 4,516 | ||||||||||||||||||
Loss
on disposal of assets
|
58 | 78 | 74 | 210 | ||||||||||||||||||||
Corporate
expense allocation
|
2,879 | 2,439 | 2,439 | (7,757 | ) | |||||||||||||||||||
Total
expenses
|
3,278 | 37,462 | 116,246 | 41,625 | (2,593 | ) | 196,018 | |||||||||||||||||
INCOME
(LOSS) FROM OPERATIONS
|
(3,278 | ) | 9,710 | 18,806 | 13,161 | 38,399 | ||||||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||||||
Interest
income
|
47 | 61 | 126 | 721 | 955 | |||||||||||||||||||
Interest
expense, net of amounts capitalized
|
(9,125 | ) | (18,467 | ) | (5,149 | ) | (32,741 | ) | ||||||||||||||||
Interest
expense — preferred member interest
|
(285 | ) | (285 | ) | ||||||||||||||||||||
Gain
from equity investment in subsidiaries
|
9,559 | (9,559 | ) | |||||||||||||||||||||
Total
other expense
|
9,606 | (9,349 | ) | (18,341 | ) | (4,428 | ) | (9,559 | ) | (32,071 | ) | |||||||||||||
NET
INCOME
|
$ | 6,328 | $ | 361 | $ | 465 | $ | 8,733 | $ | (9,559 | ) | $ | 6,328 |
Year Ended December 31, 2005
|
||||||||||||||||||||||||
Parent
Co-Issuer —
PGL
|
Subsidiary
Co-Issuer —
DJL
|
Subsidiary
Guarantor —
EVD
|
Subsidiary
Non-Guarantor —
DJW
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||||||
REVENUES:
|
||||||||||||||||||||||||
Casino
|
$ | 51,536 | $ | 95,254 | $ | 146,790 | ||||||||||||||||||
Racing
|
17,578 | 17,578 | ||||||||||||||||||||||
Video
Poker
|
2,339 | 2,339 | ||||||||||||||||||||||
Food
and beverage
|
2,720 | 10,791 | 13,511 | |||||||||||||||||||||
Affiliate
management fee income
|
2,097 | $ | (2,097 | ) | ||||||||||||||||||||
Other
|
310 | 1,017 | $ | 1,383 | 2,710 | |||||||||||||||||||
Less
promotional allowances
|
(4,459 | ) | (9,396 | ) | (13,855 | ) | ||||||||||||||||||
Total
net revenues
|
52,204 | 117,583 | 1,383 | (2,097 | ) | 169,073 | ||||||||||||||||||
EXPENSES:
|
||||||||||||||||||||||||
Casino
|
21,108 | 46,072 | 67,180 | |||||||||||||||||||||
Racing
|
15,335 | 15,335 | ||||||||||||||||||||||
Video
Poker
|
1,767 | 1,767 | ||||||||||||||||||||||
Food
and beverage
|
2,517 | 7,332 | 9,849 | |||||||||||||||||||||
Other
|
37 | 305 | 1,378 | 1,720 | ||||||||||||||||||||
Selling,
general and administrative
|
$ | 1,420 | 9,579 | 15,549 | 1,906 | 28,454 | ||||||||||||||||||
Depreciation
and amortization
|
4,136 | 12,090 | 23 | 16,249 | ||||||||||||||||||||
Pre-opening
expense
|
171 | 139 | 310 | |||||||||||||||||||||
Development
costs
|
223 | 147 | 205 | 575 | ||||||||||||||||||||
Affiliate
management fees
|
418 | 3,576 | 160 | (2,097 | ) | 2,057 | ||||||||||||||||||
Loss
(gain) on disposal of assets
|
3 | (19 | ) | (16 | ) | |||||||||||||||||||
Corporate
expense allocation
|
1,034 | 872 | (1,906 | ) | ||||||||||||||||||||
Total
expenses
|
2,061 | 38,561 | 103,255 | 1,700 | (2,097 | ) | 143,480 | |||||||||||||||||
INCOME
(LOSS) FROM OPERATIONS
|
(2,061 | ) | 13,643 | 14,328 | (317 | ) | 25,593 | |||||||||||||||||
OTHER
INCOME (EXPENSE):
|
||||||||||||||||||||||||
Interest
income
|
23 | 70 | 423 | 516 | ||||||||||||||||||||
Interest
expense, net of amounts capitalized
|
(9,406 | ) | (17,904 | ) | (1,823 | ) | (29,133 | ) | ||||||||||||||||
Interest
expense — preferred member interest
|
(360 | ) | (360 | ) | ||||||||||||||||||||
Loss
from equity investment in subsidiaries
|
(1,323 | ) | 1,323 | |||||||||||||||||||||
Total
other expense
|
(1,323 | ) | (9,743 | ) | (17,834 | ) | (1,400 | ) | 1,323 | (28,977 | ) | |||||||||||||
NET
INCOME (LOSS)
|
$ | (3,384 | ) | $ | 3,900 | $ | (3,506 | ) | $ | (1,717 | ) | $ | 1,323 | $ | (3,384 | ) |
Description
|
Balance at
Beginning
of Year
|
Charged to
Costs and
Expenses
|
Deductions(1)
|
Balance at
End of Year
|
||||||||||||
Year
ended December 31, 2007:
|
||||||||||||||||
Allowance
for doubtful accounts
|
$ | 39 | $ | 65 | $ | (72 | ) | $ | 32 | |||||||
Year
ended December 31, 2006:
|
||||||||||||||||
Allowance
for doubtful accounts
|
$ | 73 | $ | 145 | $ | (179 | ) | $ | 39 | |||||||
Year
ended December 31, 2005:
|
||||||||||||||||
Allowance
for doubtful accounts
|
$ | 47 | $ | 136 | $ | (110 | ) | $ | 73 |
EXHIBIT
4.28
|
EXHIBIT
10.63
|
EXHIBIT
10.64
|
|
1.Definitions.
|
|
2.Purchase,
Sale and Delivery of the Bonds.
|
|
3.Pre-Closing
Deliveries.
|
|
4.Representations
and Warranties and Agreements of the
City.
|
|
5.Representations,
Warranties and Agreements of the
Company.
|
|
7.Conditions
of Closing.
|
|
8.Payment
of Expenses.
|
|
9.Notices.
|
|
10.Law
Governing.
|
|
11.Headings.
|
|
12.Counterparts.
|
|
13.Parties
and Interests; Survival of
Representations.
|
|
14.Indemnification.
|
|
15.Further
Financial Reports.
|
|
16.Use
of Official Statement.
|
|
17.Amendment
or Assignment.
|
|
18.Severability.
|
|
Very
truly yours,
|
|
Robert
W. Baird & Co.
|
|
By:
|
|
Its:
|
|
City
of Dubuque, Iowa
|
|
By:
|
|
Its: Mayor
|
|
Diamond
Jo, LLC
|
|
By:
|
|
Name:
|
|
Its:
|
Maturity
(June
1)
|
Amount
|
Interest
Rate
|
Yield
|
2011
|
$ 285,000
|
7.50%
|
7.50%
|
2012
|
305,000
|
7.50%
|
7.50%
|
2013
|
330,000
|
7.50%
|
7.50%
|
2014
|
355,000
|
7.50%
|
7.50%
|
2015
|
380,000
|
7.50%
|
7.50%
|
2016
|
410,000
|
7.50%
|
7.50%
|
2017
|
440,000
|
7.50%
|
7.50%
|
2018
|
475,000
|
7.50%
|
7.50%
|
2019
|
510,000
|
7.50%
|
7.50%
|
2020
|
550,000
|
7.50%
|
7.50%
|
2021
|
590,000
|
7.50%
|
7.50%
|
2022
|
635,000
|
7.50%
|
7.50%
|
2023
|
680,000
|
7.50%
|
7.50%
|
2024
|
730,000
|
7.50%
|
7.50%
|
2025
|
785,000
|
7.50%
|
7.50%
|
2026
|
845,000
|
7.50%
|
7.50%
|
2027
|
910,000
|
7.50%
|
7.50%
|
2028
|
975,000
|
7.50%
|
7.50%
|
2029
|
1,050,000
|
7.50%
|
7.50%
|
2030
|
1,130,000
|
7.50%
|
7.50%
|
2031
|
1,215,000
|
7.50%
|
7.50%
|
2032
|
1,305,000
|
7.50%
|
7.50%
|
2033
|
1,400,000
|
7.50%
|
7.50%
|
2034
|
1,505,000
|
7.50%
|
7.50%
|
2035
|
1,620,000
|
7.50%
|
7.50%
|
2036
|
1,740,000
|
7.50%
|
7.50%
|
2037
|
1,870,000
|
7.50%
|
7.50%
|
EXHIBIT
10.65
|
(1)
|
The
Initial Advance shall be applied by City toward the cost of designing and
constructing the Public Parking Facility. DJ shall pay such
Initial Advance as costs and expenses are incurred by City within thirty
(30) days of receipt of a statement and accompanying documentation
therefor from City as such costs and expenses are incurred by City during
the design of the Public Parking
Facility.
|
(2)
|
If
not sooner paid, the balance of the Initial Advance shall be paid by DJ to
City prior to and as a condition of the award by City of the construction
contract for the Public Parking
Facility.
|
(3)
|
In
the event the Public Parking Facility is not completed, for any reason
other than due to DJ’s material breach of this Agreement, in accordance in
all material respects with the design plans or budget as provided in this
Agreement, City shall be obligated to reimburse DJ for the portion of the
Initial Advance DJ paid by it pursuant to this Agreement. Such
reimbursement shall be payable by City over time from amounts City
receives from the State of Iowa for City's one-half percent (½%) share of
the adjusted gross receipts paid by DJ under Iowa Code Section 99F.11 and
from no other source of City funds.
|
(4)
|
It
is agreed that this Agreement satisfies DJ's and City’s obligations under
Section 32 of the Lease Agreement between City and
DJ.
|
(5)
|
The
parties agree that all contracts entered into by City for the design and
construction of the Public Parking Facility shall be for a fixed price or
a guaranteed maximum price (GMP), so as to allow for the establishment of
a maximum total cost for the design and construction of the Public Parking
Facility.
|
|
(a)
|
Any
change orders or modifications to such contracts that will result in the
fixed price or the GMP, together with all previous change orders or
modifications, exceeding 110% of the fixed price or the GMP, shall require
the written consent of both City and
DJ.
|
|
(b)
|
DJ
agrees that in the event it so consents to such a change order or other
modification to a contract that will result in the fixed price or the GMP,
together with all previous change orders or modifications, exceeding 110%
of the fixed price or the GMP, it shall pay to City within thirty (30)
days of receipt of a statement from City the amount by which such costs
exceed 110% of the fixed price or the
GMP.
|
|
(c)
|
If
the amount by which such costs exceed the sum of the Initial Advance and
the proceeds of the Bonds described in Section 2.3 are determined prior to
the award by City of a contract for the construction of the Public Parking
Facility and DJ does not terminate this Agreement as provided in Section
3.1, DJ shall pay such amount, together with a contingency amount of ten
per cent (10%) of the amount of the construction contract, to City prior
to the award by City of the construction
contract.
|
(1)
|
Any
costs that exceed $1,100 during the first year of operation of the Public
Parking Facility (after the first year of operation of the Public Parking
Facility, the amount of such costs shall be adjusted annually by the
increase, if any, from the previous year in the Consumer Price Index for
all items for All Urban Consumers-U.S. City Average, published by the U.S.
Department of Labor, Bureau of
Labor
|
(2)
|
DJ
shall reimburse City for such costs within thirty (30) days of receipt of
a statement therefor from City providing reasonable documentation to
support such amount.
|
(3)
|
Following
the opening of the Public Parking Facility, City will contract with DJ at
a total cost of $1.00 per year, for the maintenance and security
requirements of the Public Parking Facility pursuant to the Maintenance
Services Agreement attached hereto as Exhibit
J. Notwithstanding any provision in the Agreement to the
contrary, DJ agrees that City may in its sole discretion, with or without
cause, terminate the Agreement and provide such reasonable and customary
services with its own staff or contract with a third party for such
services, all costs for which DJ shall reimburse City as provided in this
Agreement. If City terminates the Agreement, City shall
purchase from DJ any equipment at its depreciated value purchased by DJ
for its maintenance and security requirements under the
Agreement.
|
(4)
|
Failure
of DJ to make any payment required by this Section shall constitute an
Event of Default under Section 3.3 of this
Agreement.
|
(1)
|
Such
amount shall be separately accounted for by City and shall be drawn upon
by City from time to time to be used solely to satisfy the capital
maintenance requirements of the Public Parking Facility determined
necessary by City in its sole
discretion.
|
(2)
|
For
the purposes of this Agreement, "capital maintenance" shall mean any
expenditure, or related series of expenditures, in excess of $1,100 during
the first year of operation of the Public Parking Facility (after the
first year of operation of the Public Parking Facility, the amount of such
costs shall be adjusted annually by the increase, if any, from the
previous year in the Consumer Price Index for all items
for
|
(3)
|
Failure
of DJ to make any payment required by this Section shall constitute an
Event of Default under Section 3.3 of this
Agreement.
|
(5)
|
City
shall retain as a cost of the design of the Public Parking Facility an
architecture firm to provide such design review as City determines
necessary of the Project Architect’s
design.
|
(6)
|
The
parties agree that the Public Parking Facility shall be designed to
include a north façade alternate (the “North Façade Alternate”), which
shall be included as part of the plans and specifications for the Public
Parking Facility and bid at the same time as the primary construction
contract for the Public Parking Facility. The City
shall have the right, in its sole discretion and without the prior consent
of DJ, to either (i) accept a bid and proceed with the construction of the
North Façade Alternate as part of the primary construction contract for
the Public Parking Facility, or (ii) decline to accept a bid for the North
Façade Alternate when the primary construction contract is
awarded. If the City determines not to accept a bid for the
North Façade Alternate when the primary construction contract for the
Public Parking Facility is awarded, the City shall calculate the average
of all bids received for the construction of the North Façade Alternate
that were received at such time, and the average amount so calculated or,
if greater, the amount bid by the contractor being awarded the primary
construction contract, shall be included in the amount of the Bonds
described in Section 2.3 hereof. The City shall place the
proceeds from the Bonds related to the North Façade Alternate in an
interest bearing account. At any time prior to June 1, 2012,
the City may determine to use those Bond proceeds, and such other City
funds as it may determine to be appropriate, to construct the North Façade
Alternate. In the event the City does not elect to use those
Bond proceeds to construct the North Façade Alternate prior to June 1,
2012, those Bond proceeds including investment income thereon, will be
applied to redeem Bonds on that date or as soon as is practicable once
such election is made pursuant to the redemption provisions of the Bonds
generally described in Section 2.3 (4)
below.
|
(1)
|
Interest
and principal shall be paid from Incremental Property Tax Revenues
generated by the DJ Development and income earned on the any reserve fund,
as provided in Exhibit D.
|
(2)
|
DJ
recognizes and
agrees that
Incremental Property Tax Revenues are
solely and only the
incremental taxes collected by City in respect to the
DJ
Development
,
which does not include
property taxes collected for the payment of bonds and interest of each
taxing district,
and taxes for the regular and voter-approved
physical plant and equipment levy, and any other portion required to be
excluded by Iowa law.
Accordingly, the
parties understand that due to the amounts that are legally required to be
excluded from the Incremental Property Tax Revenues,
such incremental taxes
will not include all amounts paid by
DJ
as regular property
taxes.
|
(4)
|
Proceeds
of the Bonds shall be applied only to the payment of capitalized interest
thereon (if necessary), debt service reserve funding, costs of issuance,
and the payment of the costs of the design and construction of the Public
Parking Facility, including the funding of a contingency amount equal to
10% of the fixed price, GMP for the Public Parking Facility as provided in
Section 1.2(5) above (the "Contingency Amount"). The terms of
the Bonds shall provide in substance that the portion of the Bonds issued
for the payment of the costs of the design and construction of the Public
Parking Facility, including the funding of the Contingency Amount and
including the Bonds issued in anticipation of the construction of the
North Facade Alternate, plus any income earned thereon, and not so used
for that purpose, shall be used by the City to defease or call
Bonds.
|
(1)
|
City
shall have obtained all required design approvals from the Design Review
Committee for the Public Parking Facility and DJ shall have consented to
such design, which consent shall not be unreasonably
withheld.
|
(3)
|
City
shall have received and DJ shall have approved, bids pursuant to which it
can be determined that the Public Parking Facility can be designed and
constructed for an amount equal to or less than the sum of the amounts to
be provided by DJ under Section 1.2 and financed by City under Section
2.3. Additionally, all such costs of design and construction
shall be supported by agreements with the contractors and other vendors
that include a fixed price or have a guaranteed maximum price (GMP) that
permits the Public Parking Facility to be constructed within the budget
provided for herein, taking into consideration a 10% contingency for the
costs of construction of the Public Parking Facility. The parties
acknowledge that such fixed price or GMP shall be subject to change
modifications or orders approved by City, provided that any change orders
or modifications to such contracts that will result in the fixed price or
the GMP, together with all previous change orders or modifications,
exceeding 110% of the fixed price or the GMP, shall require the written
consent of both City and DJ.
|
(5)
|
City
shall have the right to impose such fees as City determines in its sole
discretion for use of the Public Parking
Facility.
|
|
Exhibit
B
|
Public
Parking Facility Real Estate
Legal Description
|
|
Exhibit
C
|
Conceptual
Description of Public Parking
Facility
|
|
Exhibit
E
|
Port
of Dubuque Adams Development,
L.L.C.
|
|
and
The Durrant Group, L.L.C. Proposal
|
|
Exhibit
F
|
Guaranty
|
|
Exhibit G
|
Lease
Agreement Between the City of Dubuque, Iowa and DJ Gaming Company,
LLC,
|
|
Exhibit
H
|
Memorandum
of Development Agreement
|
|
Exhibit
I
|
Public
Parking Facility Concept
|
|
Exhibit
J
|
Maintenance
Services Agreement
|
|
Exhibit
K
|
Operating
Costs
|
|
Exhibit
L
|
Par.
12 of the Development Agreement Between the City of Dubuque and The
McGraw-Hill Companies, Inc.
|
|
Exhibit M
|
Escrow
Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Rental. $ 25,000.00 per year in. advance, upon full execution of this
Lease Agreement, and $25,000.00 on the first day of June of each year
thereafter, adjusted as follows:
|
First Year of Lease term (2005-2006):
|
$25,000
|
Second Year of Lease Term (2006-2007)
|
$25,000
|
Third Year of Lease Term (2007-2008):
|
$25,000
|
Fourth Year of Lease Term (2008-2009):
|
$25,000
|
Fifth Year of Lease Term
(2009-2010):
|
$25,000
|
|
Sixth
Year of Lease Term (2010-2011):
|
|
$25,000.00
x COL Index June 1, 2010
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Seventh
Year of Lease Term (2011-2012):
|
|
$25,000.00
x COL Index June 1, 2011
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Eighth
Year of Lease Term (2012-2013):
|
|
$25,000.00
x COL Index June 1, 2012
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Page
2 of 25
|
|
Ninth
Year of Lease Term (2013-2014):
|
|
$25,000.00
x COL Index June 1, 2013
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Tenth
Year of Lease Term (2014-2015):
|
|
$25,000.00
x COL Index June 1, 2014
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Eleventh
Year of Lease Term (2015-2016):
|
|
$25,000.00
x COL Index June 1, 2015
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Twelfth
Year of Lease Term (2016-2017):
|
|
$25,000.00
x COL Index June 1, 2016
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Thirteenth
Year of Lease Term (2017-2018):
|
|
$25,000.00
x COL Index June 1, 2017
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
Fourteenth
Year of Lease Term (June 1, 2018-December 31,
2018):
|
|
$25,000.00
x COL Index June 1, 2018 (prorated)
|
|
________________________
|
|
COL
Index June 1, 2009
|
|
COL
Index means the Consumer Price Index for all items for All Urban
Consumers—U.S. City Average, published by the U.S. Department of Labor,
Bureau of Labor Statistics.
|
(b)
|
Parking. $225,000.00
per year at the rate of $18,750.00 per month beginning on the 1
st
day of January 2009, and on the first day of each month thereafter,
adjusted as follows:
|
(c)
|
Parking. In
the event, however, that Tenant expands its facilities as provided in the
Eleventh Amendment to the Operating Agreement between the Dubuque Racing
Association and Tenant, dated the 31
st
day of May,2 005, Tenant’s payment to Landlord under this Par. 2(b) shall
be as follows:
|
|
|
CITY
OF DUBUQUE, IOWA
|
|
|
|
Operational:
|
Most
maintenance is provided by onsite dairy employee(s). Some maintenance is
provided by professionals, usually under a maintenance contract. This work
maintains the routine operation of the
facility.
|
|
Aesthetics:
|
Partially provided by onsite daily employee(s) and partially by an outside
professional. This work addresses primarily the appearance of the
facility.
|
|
Structural:
|
Initial observations provided by onsite daily employees) augmented by
professional inspection and maintenance. This work addresses the long term
structural integrity of the
facility.
|
OPERATIONAL | |||||||
1. Cleaning
|
|||||||
Sweeping local areas | R | M | |||||
Complete ramp sweep down | R | M | |||||
Sweep debris that collects in expansion | R | M | |||||
joints | |||||||
Empty trash cans | R | M | |||||
Clean restrooms | M | ||||||
Cashier booths - floors, fixtures | R | M | |||||
walls, windows | R | M | |||||
Eleavators - floors, door tracks, | R | M | |||||
windows | R | M | |||||
Stairs - floors, door tracks | R | M | |||||
walls, windows | M | R | M | ||||
Lobby | |||||||
Complete ramp floor wash down with | R | M | 1 | ||||
power wash | |||||||
Parking control equipment - directional | R | M | |||||
signage | |||||||
Remove ponding water | 2 | ||||||
Ice and snow removal | 2 | ||||||
2. Doors and Hardware | |||||||
Doors close and mechanisms work | R | M | |||||
properly | |||||||
Lubrication - adjustment | R | M | |||||
3. Electrical System | |||||||
Check light fixtures, switches and | R | M | |||||
operation | |||||||
Relamp light fixtures | 2 | ||||||
Distribution panels | R | P | |||||
Fire control system, if applicable | R | M | P | 3 | |||
Emergency generator, if applicable | M | ||||||
4. Elevators | |||||||
Check for normal operation | R | M | |||||
Check indicator panels and lights | R | M | |||||
Preventative maintenance service | P | 3 | |||||
5. Heating, Ventilation and Air Conditioning (HVAC) | |||||||
Check for proper operation | R | M | |||||
Preventive maintenance service | M | P | 3 | ||||
6. Parking Control System | |||||||
Check for proper operation | R | M | |||||
Preventive maintenance service | P | 3 |
OPERATIONAL | |||||||
7. Plumbing
and drainage systems
|
|||||||
Check for proper operation | |||||||
Sanitary facilities |
R
|
M | |||||
Irrigation, if applicable | R |
M
|
|||||
Floor drains | M | ||||||
Flush floor drain system every spring | M | ||||||
Sump pump | R | M | |||||
Fire protection
|
M | ||||||
system if applicable | |||||||
Drain water system for winter | M | ||||||
8. Roofing and Waterproofing | |||||||
Check for leaks | |||||||
Roofing | R | M | |||||
Joint sealant in floors | R | M | |||||
Expansion joints | R | M | |||||
Windows, doors and walls | R | M | |||||
Floor membrane areas | R | M | |||||
Check for deterioration | R | M | |||||
9. Safety Checks | |||||||
Cargon monoxide monitor, if applicable | R | M | |||||
Handrails and guardrails | R | M | |||||
Exit lights | R | M | |||||
Emergency lights | R | M | |||||
Tripping hazards | R | M | |||||
10. Security Ssytem | |||||||
Check for proper operation | M | P | 3 | ||||
AESTHETICS | |||||||
1. Signs and graphics | |||||||
Check for proper operation | |||||||
In place | R | M | |||||
Clean | R | M | |||||
Legible | R | M | |||||
Illuminated | R | M | |||||
2. Painting | |||||||
Check for rust spots | R | M | |||||
Doors and door frames | R | M | |||||
Handrails and guardrails | R | M | |||||
Pipe guards, exposed pipes and conduits | R | M | |||||
Other metal | R | M | |||||
Check for appearance | |||||||
Striping | R | M | |||||
Signs | R | M | |||||
Walls | R | M | |||||
Curbs | R | M | |||||
Touch up paint | R | M | |||||
Repaint | 2 |
3. Landscaping, sidewalks | |||||||
Remove
trash
|
R |
M
|
|||||
Planted areas | M | ||||||
|
|||||||
STRUCTURAL EXAMINATION |
|
||||||
AND EVALUATION | |||||||
Concrete deterioration | R | M | P | ||||
Concrete cracking | R | M | P | ||||
Post tension anchors | P | ||||||
Water
leakage and
|
|||||||
penetration | R | M | P | ||||
Expansion joints | R | M | P | ||||
Guard rails and wires | R | M | P | ||||
Stair tower structure | R | M | P | ||||
Concrete membranes and coatings | R | M |
·
|
Staffing
(Maint./Cleaning/Security/Customer
Service)
|
·
|
Utilities
(Phone, electric, water, etc.)
|
·
|
Insurance
|
·
|
Snow/Ice
Removal
|
·
|
Maintenance
Contracts
|
·
|
Property
Maintenance (General damage repair, painting,
etc.)
|
·
|
Supplies
(Replacement lights, cleaning supplies, bathroom supplies,
etc.)
|
·
|
Striping
and other painting
|
·
|
Landscaping
|
·
|
Administrative
overhead, which shall be limited to $10,000 per year for any year that DJ
has the Maintenance Services Agreement with the City for the Public
Parking Facility or $21,610 per year for all years that DJ does not have
such Maintenance Services Agreement. Such amounts shall be
adjusted annually by the increase, if any, from the previous year in the
Consumer Price Index for all items for All Urban Consumers-U.S. City
Average, published by the U.S. Department of Labor, Bureau of Labor
Statistics.
|
·
|
Security
|
|
|
Earnings:
|
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||
Total
earnings
|
$
(5,154
|
)
|
$
6,328
|
$
(3,384
|
)
|
$
(45,075
|
)
|
$
(12,742
|
)
|
||||
Fixed
charges:
|
|||||||||||||
Interest
charges (including capitalized interest and interest expense related to
preferred member’s interest)
|
37,105
|
30,270
|
26,710
|
25,763
|
24,293
|
||||||||
Amortization
of deferred financing costs and bond discount
|
4,243
|
3,552
|
3,140
|
2,623
|
3,161
|
||||||||
Loss
on early retirement of debt
|
37,566
|
||||||||||||
Total
fixed charges
|
41,348
|
33,822
|
29,850
|
65,952
|
27,454
|
||||||||
Capitalized
interest
|
(843
|
)
|
(796
|
)
|
(357
|
)
|
(1,251
|
)
|
(2,202
|
)
|
|||
Earnings
as adjusted
|
$
35,351
|
$
39,354
|
$
26,109
|
$
19,626
|
$
12,510
|
||||||||
Ratio
of earnings to fixed charges
|
0.9
|
x*
|
1.2
|
x
|
0.9
|
x*
|
0.3
|
x*
|
0.5
|
x*
|
*
|
Earnings
were insufficient to cover fixed charges for the years ended
December 31, 2007, 2005, 2004 and 2003 by $6.0 million, $3.7 million,
$46.3 million and $14.9 million,
respectively.
|
|
1.
|
I
have reviewed this annual report on Form 10-K of Peninsula Gaming, LLC,
Peninsula Gaming Corp. and Diamond Jo,
LLC;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by
this report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrants as of, and for, the periods presented in
this report;
|
|
4.
|
The
registrants’ other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants
and we have:
|
|
a.
|
designed
such disclosure controls and procedures to ensure that material
information relating to the registrants, including their consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b.
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with GAAP;
|
|
c.
|
evaluated
the effectiveness of the registrants’ disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d.
|
disclosed
in this report any change in the registrants’ internal control over
financial reporting that occurred during the registrants’ most recent
fiscal quarter (the registrants’ fourth fiscal quarter in the case of
this report) that has materially affected, or is reasonably likely to
affect, the registrants’ internal control over financial reporting;
and
|
|
5.
|
The
registrants’ other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants’ auditors and the audit
committee of registrants’ board of directors (or persons performing the
equivalent function):
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants’ ability to record,
process, summarize and report financial information;
and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants’ internal control
over financial reporting.
|
Date:
March 28, 2008
|
/s/
M. BRENT STEVENS
|
||
M.
Brent Stevens
|
|||
Chief
Executive Officer
|
|
EXHIBIT
31.2
|
|
1.
|
I
have reviewed this annual report on Form 10-K of Peninsula Gaming, LLC,
Peninsula Gaming Corp. and Diamond Jo,
LLC;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by
this report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrants as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrants’ other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants
and we have:
|
|
a.
|
designed
such disclosure controls and procedures to ensure that material
information relating to the registrants, including their consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b.
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with GAAP;
|
|
c.
|
evaluated
the effectiveness of the registrants’ disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d.
|
disclosed
in this report any change in the registrants’ internal control over
financial reporting that occurred during the registrants’ most recent
fiscal quarter (the registrants’ fourth fiscal quarter in the case of
this report) that has materially affected, or is reasonably likely to
affect, the registrants’ internal control over financial reporting;
and
|
|
5.
|
The
registrants’ other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants’ auditors and the audit
committee of registrants’ board of directors (or persons performing the
equivalent function):
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants’ ability to record,
process, summarize and report financial information;
and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants’ internal control
over financial reporting.
|
Date:
March 28, 2008
|
/s/
NATALIE SCHRAMM
|
|||
Natalie
Schramm
|
||||
Chief
Financial Officer
|