PENINSULA GAMING CORP.

CIK:0001235662|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
REVENUES:
Casino	$ 124,549	$ 77,437	$ 381,836	$ 229,903
Racing	4,176	4,007	11,580	11,921
Video poker	1,403	1,410	4,476	4,296
Food and beverage	8,299	7,043	25,295	20,417
Other	4,592	4,249	12,356	11,738
Less promotional allowances	(12,738)	(10,273)	(37,331)	(29,507)
Total net revenues	130,281	83,873	398,212	248,768
EXPENSES:
Casino	48,779	30,830	150,847	92,924
Racing	4,049	3,922	11,011	11,295
Video poker	1,120	1,185	3,460	3,485
Food and beverage	5,322	4,501	16,016	13,161
Other	3,264	3,252	8,309	7,960
Selling, general and administrative	20,571	14,827	58,770	43,305
Depreciation and amortization	10,465	7,099	31,239	21,463
Pre-opening expense	153	3,923	156	6,863
Affiliate management fees	2,286	1,565	7,049	4,708
Merger-related expenses	301	0	2,474	0
(Gain) loss on disposal of assets	(9)	9	(46)	86
Total expenses	96,301	71,113	289,285	205,250
INCOME FROM OPERATIONS	33,980	12,760	108,927	43,518
OTHER INCOME (EXPENSE):
Interest income	557	559	1,685	1,775
Interest expense, net of amounts capitalized	(17,306)	(17,079)	(53,704)	(51,215)
Gain (loss) from equity affiliate	(18)	3	(62)	(62)
Total other expense	(16,767)	(16,517)	(52,081)	(49,502)
NET INCOME (LOSS)	17,213	(3,757)	56,846	(5,984)
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized gain (loss) on investment available for sale	489	(45)	1,455	876
Total other comprehensive income (loss)	489	(45)	1,455	876
COMPREHENSIVE INCOME (LOSS)	$ 17,702	$ (3,802)	$ 58,301	$ (5,108)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 56,846	$ (5,984)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	31,239	21,463
Non-cash interest	3,267	2,772
Loss from equity affiliate	62	62
Non-cash compensation	698	430
(Gain) loss on disposal of assets	(46)	86
Changes in operating assets and liabilities:
Restricted cash - purse settlements	(821)	(748)
Receivables	(2,912)	(1,268)
Receivables from affiliates	117	(7)
Inventories	(168)	99
Prepaid expenses and other assets	(2,391)	(1,160)
Payables	1,575	1,302
Accrued expenses	(8,010)	(10,964)
Payable to affiliates	(99)	546
Net cash flows from operating activities	79,357	6,629
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in cash value of life insurance for premiums paid	(453)	(77)
Purchase of investment	(1,000)	0
Proceeds from redemption of investment	305	285
Proceeds from note receivable to related party	92	60
Business acquisition and licensing costs	(346)	(3,428)
Construction project development costs	(59,680)	(59,279)
Purchases of property and equipment	(7,219)	(6,700)
Proceeds from sale of property and equipment	376	73
Net cash flows from investing activities	(67,925)	(69,066)
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs	0	(7,311)
Principal payments on debt	(28,735)	(1,225)
Proceeds from senior notes	0	138,000
Proceeds from term loan	4,319	0
Proceeds from senior secured credit facilities	10,000	0
Payments on senior secured credit facilities	(15,000)	(3,500)
Member distributions	(14,570)	(6,354)
Net cash flows from financing activities	(43,986)	119,610
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(32,554)	57,173
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	68,151	19,650
CASH AND CASH EQUIVALENTS AT END OF PERIOD	35,597	76,823
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of capitalized interest	63,725	58,693
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Property and equipment acquired, but not paid	8,248	16,398
Property and equipment acquired in exchange for obligation under assessment arrangements	3,760	7,378
Deferred financing costs incurred in exchange for obligation under assessment arrangements	454	147
Property and equipment acquired in exchange for indebtedness	854	3,371
Unrealized gain on investment available for sale	1,455	876
Property contributions from parent	0	3,803
Gaming license contribution from parent	0	43
Prepaid expense contribution from parent	$ 0	$ 291

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
CURRENT ASSETS:
Cash and cash equivalents	$ 35,597	$ 68,151
Restricted cash-purse settlements	5,007	4,186
Accounts receivable, net	4,933	2,026
Receivables from affiliates	0	117
Inventories	1,789	1,621
Prepaid expenses and other assets	8,910	6,205
Total current assets	56,236	82,306
PROPERTY AND EQUIPMENT, NET	428,987	400,923
OTHER ASSETS:
Deferred financing costs, net of amortization of $12,959 and $10,055, respectively	24,477	27,285
Goodwill	85,308	85,308
Licenses and other intangibles	106,879	106,713
Deposits and other assets	6,789	5,648
Investment available for sale	20,339	19,047
Total other assets	243,792	244,001
TOTAL	729,015	727,230
CURRENT LIABILITIES:
Accounts payable	4,700	3,885
Construction payable	7,468	17,535
Purse settlement payable	6,430	5,884
Accrued payroll and payroll taxes	11,551	8,843
Accrued interest	8,402	24,678
Other accrued expenses	23,005	27,471
Payable to affiliates	1,342	1,441
Current maturities of long-term debt and leases	5,904	22,999
Total current liabilities	68,802	112,736
LONG-TERM LIABILITIES:
8 3/8% senior secured notes, net of discount	319,694	319,646
10 3/4% senior notes, net of discount	352,576	352,327
Senior secured credit facilities	0	5,000
Term loans	0	6,135
Notes and leases payable, net of discount	15	346
Obligation under assessment arrangements	31,330	18,742
Other liabilities	832	961
Total long-term liabilities	704,447	703,157
Total liabilities	773,249	815,893
COMMITMENTS AND CONTINGENCIES (Note 6)
MEMBER'S DEFICIT:
Common member's interest	9,000	9,000
Accumulated deficit	(58,907)	(101,881)
Accumulated other comprehensive income	5,673	4,218
Total member's deficit	(44,234)	(88,663)
TOTAL	$ 729,015	$ 727,230