FORM 11-K - DECEMBER 31, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
x ANNUAL
REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2005
or
o TRANSITION
REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from ____________ to ____________.
Commission
file number: 000-20538
A.
Full
title of the plan and the address of the plan, if different from that of
the
issuer
named below:
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
B.
Name
of issuer of the securities held pursuant to the plan and the
address
of
its
principal executive office:
ISLE
OF CAPRI CASINOS, INC.
1641
Popps Ferry Road
Biloxi,
MS 39532
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
TABLE
OF CONTENTS
|
|
Page
|
Item
4.
|
Financial
Statements
|
1
|
|
|
|
Annex
A
|
Contents
|
2
|
|
Report
of Independent Registered Public Accounting Firm
|
3
|
|
Statements
of Net Assets Available for Benefits for the Years
|
|
|
Ended
December 31, 2005 and 2004
|
4
|
|
Statements
of Changes in Net Assets Available for Benefits for the
|
|
|
Years
Ended December 31, 2005 and 2004
|
5
|
|
Notes
to Financial Statements
|
6
|
|
Supplemental
Information - Form 5500 Schedule H, Line 4i -
|
|
|
Schedule
of Assets (Held at End of Year) for the Year Ended
|
|
|
December
31, 2005
|
11
|
|
|
|
Signature
|
|
12
|
|
|
|
Index
to Exhibits
|
|
13
|
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
Item
4. FINANCIAL
STATEMENTS OF THE PLAN
The
Financial Statements of the Isle of Capri Casinos, Inc. Retirement Trust and
Savings Plan (the “Plan”) for the fiscal year ended December 31, 2005, together
with the report of Piltz, Williams, LaRosa & Company, an independent
registered public accounting firm, are attached to this Annual Report on Form
11-K as Annex A, and are by specific reference incorporated herein and filed
as
a part hereof. The Financial Statements and the Notes thereto are presented
in
lieu of the financial statements required by Items 1, 2 and 3 of Form 11-K.
The
Plan is subject to the requirements of the Employee Retirement Income Security
Act of 1974.
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
Annex
A
Table
of Contents
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
3
|
|
|
Statements
of Net Assets Available for Benefits for the Years Ended December
31, 2005
and 2004
|
4
|
|
|
Statement
of Changes in Net Assets Available for Benefits for the Year
Ended
December 31, 2005
|
|
and
2004
|
5
|
|
|
Notes
to Financial Statements
|
6
|
|
|
Supplemental
Information:
|
|
Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
|
11
|
Report
of Independent Registered Public Accounting Firm
To
the
Plan Administrator
Isle
of
Capri Casinos, Inc. Retirement
Trust
and
Savings Plan
Biloxi,
Mississippi
We
have
audited the accompanying statements of net assets available for benefits
of the
Isle of Capri Casinos, Inc. Retirement Trust and Savings Plan as of December
31,
2005
and
2004,
and the
related statements of changes in net assets available for benefits for the
years
then ended. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements, referred to above present fairly, in all
material respects, the net assets available for benefits of Isle of Capri
Casinos, Inc. Retirement Trust and Savings Plan as of December 31, 2005
and
2004,
and the
changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States
of
America.
Our
audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule H, line
4i -
Schedule of Assets (Held at End of Year) as of December 31, 2005,
is
presented for the purpose of additional analysis and is not a required part
of
the financial statements but is supplementary information required by the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan’s management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the financial
statements and, in our opinion, is fairly stated in all material respects
in
relation to the financial statements taken as a whole.
/s/Piltz,
Williams, LaRosa & Company
Certified
Public Accountants
Biloxi,
Mississippi
July
11,
2006
Isle
of Capri Casinos, Inc. Retirement
|
Trust
and Savings Plan
|
Statements
of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
December
31,
|
Assets
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
Investments
|
|
|
|
|
|
Participant-directed
investment accounts
|
$
|
52,553,908
|
|
$
|
47,987,574
|
Participant
loans receivable
|
|
4,370,343
|
|
|
3,612,141
|
Total
investments
|
|
56,924,251
|
|
|
51,599,715
|
|
|
|
|
|
|
Receivables
|
|
|
|
|
|
Employer’s
contribution
|
|
2,199,508
|
|
|
2,056,662
|
Participants’
contributions
|
|
801,621
|
|
|
338,141
|
Accrued
interest
|
|
22,022
|
|
|
7,897
|
Accrued
dividends
|
|
9,349
|
|
|
-
|
Total
receivables
|
|
3,032,500
|
|
|
2,402,700
|
|
|
|
|
|
|
Total
assets
|
|
59,956,751
|
|
|
54,002,415
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Accrued
expenses
|
|
14,625
|
|
|
12,200
|
|
|
|
|
|
|
Net
assets available for benefits
|
$
|
59,942,126
|
|
$
|
53,990,215
|
See
Notes to Financial Statements
Isle
of Capri Casinos, Inc. Retirement
|
Trust
and Savings Plan
|
Statements
of Changes in Net Assets Available for Benefits
|
|
|
|
|
|
|
|
Year
Ended December 31,
|
Additions
to net assets
|
|
2005
|
|
|
2004
|
Investment
income:
|
|
|
|
|
|
Net
change in fair value of investments
|
$
|
1,294,782
|
|
$
|
3,792,738
|
Interest
|
|
271,855
|
|
|
164,088
|
Dividends
|
|
1,599,252
|
|
|
574,046
|
Total
investment income
|
|
3,165,889
|
|
|
4,530,872
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
Employer’s
|
|
2,200,518
|
|
|
2,052,433
|
Participants’
|
|
8,985,787
|
|
|
8,275,697
|
Participants’
rollovers
|
|
167,740
|
|
|
248,532
|
Total
contributions
|
|
11,354,045
|
|
|
10,576,662
|
Total
additions
|
|
14,519,934
|
|
|
15,107,534
|
|
|
|
|
|
|
Deductions
from net assets
|
|
|
|
|
|
Distributions
paid to participants
|
|
8,378,403
|
|
|
4,907,480
|
Other
expenses
|
|
189,620
|
|
|
139,273
|
Total
deductions
|
|
8,568,023
|
|
|
5,046,753
|
|
|
|
|
|
|
Net
increase in Plan assets
|
|
5,951,911
|
|
|
10,060,781
|
Net
assets available for benefits, beginning of year
|
|
53,990,215
|
|
|
43,929,434
|
|
|
|
|
|
|
Net
assets available for benefits, end of year
|
$
|
59,942,126
|
|
$
|
53,990,215
|
See
Notes to Financial Statements
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
Note
A - Description of Plan
The
following description of the Isle of Capri Casinos, Inc. Retirement Trust
and
Savings Plan (Plan) provides only general information. Participants should
refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General
- The
Plan is a defined contribution plan covering the employees of Isle of Capri
Casinos, Inc., and its subsidiaries, who are age 21 or older and have completed
one year of service as defined by the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
and participants' accounts
- Each
participant's account is credited with the participant's elective deferral
contribution up to 15% of their salary not to exceed the limits under Code
Section 402(g), an employer matching contribution equal to 25% of the
participant's elective deferral contribution, rollover contributions, transfers
from other plans, voluntary contributions, employer vacation contributions,
and
an allocation of (a) employer's qualified non-elective contributions, if
made;
(b) employer's discretionary contributions, if made; (c) Plan earnings; and
(d)
forfeitures of terminated participants' non-vested accounts. Allocations
are
based on compensation or account balances, as defined. The benefit to which
a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
-
Participants are immediately vested in their elective deferral contributions,
rollover contributions, transfers in from other plans, voluntary contributions,
qualified non-elective employer contributions, employer matching contributions,
employer vacation contributions, and actual earnings thereon. Participants
are
vested in discretionary employer contributions, including forfeitures, if
any,
after the completion of seven years of service or earlier attainment of the
normal retirement age or death while employed by the employer.
Payment
of benefits -
Upon
termination of service, or at normal retirement age, participants can receive
a
lump sum amount equal to the vested portion of their account. Participants
may
request to receive installment payments instead of the normal lump sum
distribution.
Participant
loans receivable -
Participants may borrow from their accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their account balance. Loan terms
range
from 1-5 years or up to 10 years for the purchase of a primary residence.
The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined quarterly
by
the Plan administrator. Interest rates range from 5.00% to 10.5%. Principal
and
interest is paid ratably through monthly payroll deductions.
Note
B - Summary of Accounting Policies
Basis
of accounting
- The
financial statements of the Plan are prepared using the accrual basis of
accounting.
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
(Continued)
Investment
valuation
- The
Plan's investments are stated at fair value and represent the plan’s share of
the market value of fund holdings or are based on quoted market prices. Loans
to
Participants, which are subject to various interest rates, are carried at
cost
(original loan less repayments) which approximates fair value. Purchases
and
sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded on the ex-dividend
date.
Payment
of benefits -
Benefits
are recorded when paid.
Use
of estimates
- The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Plan
administrator to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.
Note
C - Participants’ Investments Held by ABN AMRO Trust Services Company and
Principal
Financial Group.
During
the year ended December 31, 2005, ABN AMRO Trust Services Company was acquired
by the Principal Financial Group. The investments were transferred during
the
blackout period of February 17-20, 2006. Since the transfer was done subsequent
to December 31, 2005, the investments at year end were held by ABN AMRO Trust
Services Company.
Upon
investment in the Plan, participant’s may direct both employer and employee
contributions into any of the funds listed below.
|
|
December
31,
|
|
|
|
2005
|
|
|
2004
|
Participant
directed investments accounts
|
|
|
|
|
|
|
Held
by ABN AMRO Trust Services Company:
|
|
|
|
|
|
|
Collective
trust fund:
|
|
|
|
|
|
|
ABN
AMRO Income Plus Fund
|
*
|
$
|
15,768,375
|
|
$
|
15,049,176
|
Registered
investment companies (mutual funds):
|
|
|
|
|
|
|
ABN
AMRO Bond Fund
|
|
|
-
|
|
|
2,523,371
|
PIMCO
Real Return A
|
*
|
|
3,209,914
|
|
|
-
|
ABN
AMRO/Montag & Caldwell Growth Fund
|
*
|
|
4,966,953
|
|
|
4,515,586
|
AXA
Enterprise Small Company Value Portfolio
|
*
|
|
4,885,798
|
|
|
4,728,585
|
American
Funds EuroPacific Growth Fund
|
*
|
|
5,918,381
|
|
|
4,625,210
|
American
Funds Income Fund of America
|
*
|
|
5,794,761
|
|
|
5,640,074
|
MFS
Value Fund
|
*
|
|
8,658,914
|
|
|
8,099,412
|
Columbia
Acorn Fund
|
|
|
1,678,049
|
|
|
985,788
|
Isle
of Capri Casinos Stock Fund
|
|
|
1,672,763
|
|
|
1,820,372
|
|
|
|
|
|
|
|
Totals
|
|
$
|
52,553,908
|
|
$
|
47,987,574
|
*Investment
represents 5% or more of net assets available for benefits at December
31,
2005. |
|
|
|
|
|
|
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
(Continued)
During
the year ended December 31, 2005, the Plan’s investments appreciated
(depreciated) in value as follows:
|
ABN
AMRO Income Plus Fund
|
$
|
588,813
|
|
|
|
ABN
AMRO Bond Fund
|
|
(5,016
|
)
|
|
|
PIMCO
Real Return A
|
|
(100,551
|
)
|
|
|
ABN
AMRO/Montag & Caldwell Growth Fund
|
|
245,587
|
|
|
|
AXA
Enterprise Small Company Value Portfolio
|
|
(51,549
|
)
|
|
|
American
Funds EuroPacific Growth Fund
|
|
758,674
|
|
|
|
American
Funds Income Fund of America
|
|
(141,560
|
)
|
|
|
MFS
Value Fund
|
|
7,501
|
|
|
|
Columbia
Acorn Fund
|
|
89,186
|
|
|
|
Isle
of Capri Casinos Stock Fund
|
|
(96,303
|
)
|
|
|
Total
|
$
|
1,294,782
|
|
|
Note
D - Related Parties
Certain
Plan investments are shares of mutual funds managed by ABN AMRO Asset
Management. ABN AMRO Trust Services Company, an affiliate of ABN AMRO Asset
Management, serves as trustee of the Plan. The payment by the plan of
compensation with respect to both services, as trustee and as an investment
company, is exempt from the party in interest prohibitions under Code Section
4975(d) (2) because the services are necessary for the establishment and
operation of the plan. Fees paid to ABN AMRO Trust Services Company for the
year
ended December 31, 2005
totaled
$189,620.
Common
stock of Isle of Capri Casinos, Inc., the Plan sponsor, is held in the Isle
of
Capri Casinos Stock Fund, a unitized fund available as one of the investment
options within the Plan. The shares of the Plan sponsor in the unitized fund
held by the Plan as of December 31, 2005
and
2004
had a
market value of $ 1,672,704 and $1,786,933, respectively. The Plan purchased
$92,770 and sold $40,114 of the Plan sponsor’s common stock during the year
ended December 31, 2005.
Members
of management of Isle of Capri Casinos, Inc., are participants in the Plan;
however, there are no transactions with these individuals other than their
participation in the Plan. Also, Isle of Capri Casinos, Inc., is absorbing
part
of the administrative expenses of the Plan.
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
(Continued)
Note
E - Income Tax Status
On
March
28, 2005 the plan was amended to state that in the event of a mandatory
distribution greater than $1,000, if the participant does not elect to have
such
distribution paid directly to an eligible retirement plan or to receive the
distribution directly, then the Administrator shall pay the distribution in
a
direct rollover to an individual retirement plan designated by the
Administrator.
Note
F - Plan Termination
The
plan
obtained its latest determination letter on February 11, 2005, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan’s tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements
of
the Internal Revenue Code.
Note
G - Plan Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of the Plan’s termination,
participants will become 100% vested in their accounts.
Isle
of Capri Casinos, Inc. Retirement Trust and Savings
Plan
|
Form
5500
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
EIN
41-1659606 - PN 001
|
December
31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of Issue
|
|
Description
of Investment
|
|
|
Current
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
ABN
AMRO Income Plus Fund
|
|
|
Collective
Trust Fund - 2,678,790
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIMCO
Real Return A
|
|
|
Mutual
Fund - 289,703 shares
|
|
|
3,209,914
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
ABN
AMRO/Montag & Caldwell
|
|
|
|
|
|
|
|
|
|
|
Growth
Fund
|
|
|
Mutual
Fund - 208,695 shares
|
|
|
4,966,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AXA
Enterprise Small Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual
Fund - 430,467 shares
|
|
|
4,885,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Funds EuroPacific Growth Fund
|
|
|
Mutual
Fund - 144,000 shares
|
|
|
5,918,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Funds Income Fund of
America
|
|
|
Mutual
Fund - 319,976 shares
|
|
|
5,794,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS
Value Fund
|
|
|
Mutual
Fund - 374,035 shares
|
|
|
8,658,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia
Acorn Fund
|
|
|
Mutual
Fund - 60,865 shares
|
|
|
1,678,049
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Isle
of Capri Casinos Stock Fund
|
|
|
Unitized
Stock Fund - 49,355 shares
|
|
|
1,672,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
Loans
|
|
|
Interest
rates range from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,370,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Represents
a party-in-interest
|
|
|
All
investments are participant directed.
|
|
|
|
|
See
Report of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees
(or
other persons who administer the Plan) have duly caused this Annual Report
on
Form 11-K to be signed on its behalf by the undersigned hereunto duly
authorized.
ISLE
OF
CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
Date: July
14,
2006 /s/
Robert Boone
By:
Robert
Boone
Plan
Administrator
Exhibit No.
|
|
Description
|
|
23.1
|
|
Consent
of Piltz,
Williams, LaRosa & Company,
Independent Registered Public Accounting Firm
|
|