<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO
_______________.
Commission file number 333-11811
ELDORADO RESORTS LLC
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ELDORADO CAPITAL CORP.
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(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
NEVADA 88-0115550
NEVADA 88-0367075
- ---------------------------------- ----------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
345 North Virginia Street, Reno, Nevada 89501
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(775) 786-5700
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Number of shares of common stock of Eldorado Capital Corp. outstanding at
November 11, 1999: 2,500 shares.
<PAGE>
ELDORADO RESORTS LLC
ELDORADO CAPITAL CORP.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets....................... 2
Condensed Consolidated Statements of Income................. 4
Condensed Consolidated Statements of Cash Flows............. 5
Notes to Condensed Consolidated Financial Statements........ 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 19
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 20
SIGNATURES............................................................... 21
</TABLE>
1
<PAGE>
Part 1
FINANCIAL INFORMATION
Item 1. Financial Statements.
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,759 $ 8,087
Accounts receivable, net 4,047 3,415
Inventory 2,879 2,904
Prepaid expenses 1,645 1,857
Note receivable __ 377
--------- --------
Total current assets 13,330 16,640
Investment in joint venture 46,792 46,792
Property and equipment, net 147,874 155,005
Other assets, net 12,427 12,821
--------- --------
Total assets $220,423 $231,258
========= ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
2
<PAGE>
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 257 $ 1,136
Current portion of capital lease obligations 756 749
Accounts payable 2,834 2,752
Interest payable 1,327 3,991
Accrued payroll, taxes and other accruals 8,062 5,944
-------- --------
Total current liabilities 13,236 14,572
Long-term debt, less current portion 106,510 122,226
Capital lease obligations, less current portion 209 773
Other liabilities 1,148 1,047
-------- --------
Total liabilities 121,103 138,618
Minority interest 5,154 5,154
Members' equity 94,166 87,486
-------- --------
Total liabilities and members' equity $220,423 $231,258
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
3
<PAGE>
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- ---------------------------
1999 1998 1999 1998
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
Operating Revenues:
Casino $31,799 $29,529 $ 84,979 $ 78,556
Food, beverage and entertainment 13,181 11,814 36,442 32,804
Hotel 5,240 5,054 13,722 13,978
Other 1,841 1,667 5,057 4,824
------- -------- --------- ---------
52,061 48,064 140,200 130,162
Less: Promotional allowances (4,446) (4,268) (12,328) (11,607)
------- -------- --------- ---------
Net revenues 47,615 43,796 127,872 118,555
Operating Expenses:
Casino 13,974 12,995 38,067 35,824
Food, beverage and entertainment 9,241 8,750 25,093 24,956
Hotel 1,910 2,069 5,560 5,856
Other 1,193 1,131 3,034 3,110
Selling, general and administrative 7,686 7,513 21,926 20,911
Management fees 530 441 1,439 1,340
Depreciation 3,364 3,451 10,276 10,233
------- -------- --------- ---------
Total operating expenses 37,898 36,350 105,395 102,230
------- -------- --------- ---------
Operating Income 9,717 7,446 22,477 16,325
Interest Expense, net (2,838) (3,262) (9,198) (9,990)
------- -------- --------- ---------
Net Income Before Minority Interest 6,879 4,184 13,279 6,335
Minority Interest in Net (Income)
of Subsidiary (Note 4) - - - -
------- -------- --------- ---------
Net Income $ 6,879 $ 4,184 $ 13,279 $ 6,335
======= ======= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
4
<PAGE>
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 13,279 $ 6,335
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 10,276 10,233
(Gain) Loss on sale of property and equipment (53) 204
Decrease (Increase) in--
Accounts receivable, net (632) 376
Note receivable 377 180
Inventories 25 106
Prepaid expenses 212 98
Other assets, net 394 244
Increase (Decrease) in--
Accounts payable, retention payable,
interest payable, accrued payroll,
taxes and other accruals (363) (2,408)
-------- ----------
Net cash provided by operating activities 23,515 15,368
-------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (3,323) (4,786)
Proceeds from sale of property and equipment 232 181
-------- ----------
Net cash (used in) investing activities (3,091) (4,605)
-------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and other debt 12,000 11,250
Principal payments on long-term and other debt (29,152) (20,962)
Distributions (6,600) (1,400)
-------- ----------
Net cash (used in) financing activities (23,752) (11,112)
-------- ----------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
5
<PAGE>
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
(DECREASE) IN CASH AND CASH EQUIVALENTS $ (3,328) $ (349)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,087 6,369
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,759 $ 6,020
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period for interest $ 11,575 $ 12,121
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
6
<PAGE>
ELDORADO RESORTS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General
The condensed consolidated financial statements include the accounts
of Eldorado Resorts LLC ("Resorts"), a Nevada limited liability company,
which is the successor entity to Eldorado Hotel Associates Limited
Partnership (the "Predecessor Partnership") pursuant to a reorganization
effective July 1, 1996, Eldorado Capital Corp. ("Capital"), a Nevada
corporation and wholly-owned subsidiary of Resorts, and a majority owned
subsidiary, Eldorado Limited Liability Company ("ELLC") (together, the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
In the opinion of Management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company as of September 30, 1999
and the results of operations and cash flows for the three and nine month
periods ended September 30, 1999 and 1998. The results of operations for such
periods are not necessarily indicative of the results to be expected for a
full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Annual
Report of Eldorado Resorts LLC and Eldorado Capital Corp. on Form 10-K for
the year ended December 31, 1998.
2. Senior Subordinated Notes
On July 31, 1996, Resorts and Capital (the "Issuers") sold
$100,000,000 in aggregate principal amount of 10 1/2% Senior Subordinated
Notes due 2006 (the "Notes"). The Notes are joint and several obligations of
the Issuers. The Notes mature on August 15, 2006 and bear interest at the
rate of 10 1/2% per annum, payable semi-annually in arrears on February 15
and August 15 of each year, commencing on February 15, 1997. Pursuant to a
Registration Rights Agreement dated as of July 31, 1996, among the Issuers
and the initial purchasers party thereto, the Issuers filed a registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), with
respect to an offer to exchange the Notes, which were issued in reliance on
an exemption from registration under the 1933 Act, for registered debt
securities of the Issuers ("Registered Notes") with terms identical to the
Notes. The exchange of the Notes for the Registered Notes was completed on
February 26, 1997.
3. Long Term Debt and Notes Payable
Long term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
10 1/2% Senior Subordinated Notes:
semi-annual payments of interest only,
in arrears on February 15 and August 15
of each year, maturing August 15, 2006...... $100,000 $100,000
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
Outstanding portion of reducing revolver
and the revolving credit line, due in
quarterly installments of principal (plus
interest calculated using either the Base
rate or Eurodollar rate; the Eurodollar
rate at September 30, 1999 and 1998 was
5.38% and 5.34%, respectively, and the
Base rate at September 30, 1999 and 1998
was 8.25% and 8.25%, respectively) due
July 31, 2001; secured by substantially
all real property........................................ 4,500 20,000
Notes payable to a corporation, due in
a quarterly principal installment of $90,000
(including monthly interest at prime plus 2%,
the rate at July 30, 1999 and September 30, 1998
was 10.5% and 10.25%, respectively), to July 30,
1999 when principal balance is due; secured by
real property............................................ - 893
Notes payable to individuals, due in monthly
installments of $34,614 (including monthly '
interest at 9%), to August 14, 2006, when
principal balance is due; secured by real property....... 2,133 2,294
Notes Payable, Other..................................... 134 175
-------- --------
106,767 123,362
Less--Current Maturities................................. (257) (1,136)
-------- --------
$106,510 $122,226
======== ========
</TABLE>
Total net interest expense for the first nine months of 1999 and
1998 was $9.2 million and $10.0 million, respectively.
The amount of credit available pursuant to the Credit Facility
reduced to approximately $35.9 million on September 30, 1999 and, by its
terms, the facility reduces by an additional $1,562,500 as of the end of each
subsequent quarter until July 31, 2001 when it terminates and any balance
then outstanding becomes due and payable.
4. Investment in Silver Legacy Resort Casino
Effective March 1, 1994, ELLC and Galleon, Inc. (a Nevada
corporation owned and controlled by Mandalay Resort Group, formerly Circus
Circus Enterprises, Inc.) entered into a joint venture (the "Silver Legacy
Joint Venture") pursuant to a joint venture agreement (the "Joint Venture
Agreement") to develop the Silver Legacy Resort Casino (the "Silver Legacy").
The Silver Legacy consists of a casino and hotel located in Reno, Nevada,
which began operations on July 28, 1995. During 1994, ELLC contributed land
to the Silver Legacy Joint Venture with a fair value of $25,000,000 (a book
value of $17,215,000), and cash of $23,000,000. Additional cash contributions
of $3,900,000 were made in 1995, for a total equity investment of
$51,900,000. Galleon, Inc. contributed cash of $51,900,000 to the Silver
Legacy Joint Venture. Each partner owns a 50% interest in the Silver Legacy
Joint Venture.
Under the terms of the Joint Venture Agreement, Profits of the
Silver Legacy Joint Venture (defined as the Silver Legacy Joint Venture's
taxable income with certain adjustments) in each fiscal year are allocated to
the Partners pursuant to the following formula: (i) the net operating income
of the Silver Legacy Joint Venture for financial reporting purposes
(determined in accordance with generally accepted accounting principles) for
such fiscal year, exclusive of interest expense, is credited to Galleon, Inc.
up to the amount of its Priority Allocation (as defined below) for such
fiscal year, any balance is credited to ELLC up to the amount of Galleon,
Inc.'s Priority Allocation for such fiscal year and any remaining balance is
credited to the Partners in proportion to their Percentage Interests, (ii)
interest expense of the Silver Legacy Joint Venture for such fiscal year is
charged to the
8
<PAGE>
Partners in proportion to their Percentage Interests and (iii) the difference
between net operating income for such fiscal year less interest expense for
such fiscal year and Profits for such fiscal year is credited (or charged) to
the Partners in proportion to their Percentage Interests. If this formula
causes a Partner to be charged with a loss in any fiscal year, such Partner
will be allocated zero Profits for such year and the other Partner will be
allocated all of the Profits for such year. In addition, losses of the Silver
Legacy Joint Venture (defined as the Silver Legacy Joint Venture's taxable
loss with certain adjustments) in any fiscal year are allocated to the
Partners in proportion to their Percentage Interests.
For so long as ELLC selects the General Manager of the Silver
Legacy, as provided in the Joint Venture Agreement, Galleon, Inc. is entitled
annually on a non-cumulative basis, commencing with the eight-month period
ending December 31, 1997 and for each subsequent 12-month period, to a
priority allocation of the Silver Legacy Joint Venture's operating income
(the "Priority Allocation") in an amount equal to approximately 11.54% of the
average of the "Adjusted Initial Investment" (as defined) at the beginning of
the period for which the determination is being made and at the end of such
period. For purposes of determining the amount of the Priority Allocation for
any period, the term "Adjusted Initial Investment" means $290,000,000 (the
"Initial Investment") as adjusted at the end of each year by subtracting (i)
the depreciation on the Initial Investment taken in such year in accordance
with the depreciation schedule agreed to by the Partners and (ii) the
principal payments which would have been made in repayment of the original
bank financing utilized for the development, construction and completion of
the Silver Legacy.
The Joint Venture Agreement provides, subject to limitations on
distributions to Partners in other agreements to which the Silver Legacy
Joint Venture is a party, including its credit agreement, that Net Cash from
Operations (defined as the gross cash proceeds from all Silver Legacy Joint
Venture operations, less cash operating expenses and certain other expenses
and obligations, including interest and principal payments on indebtedness
including the financing required for the development, construction and
completion of the Silver Legacy (the "Construction Financing"), other than
indebtedness owed Partners or affiliates as provided for in the Joint Venture
Agreement, and reasonable reserves deemed necessary to meet anticipated
future obligations and liabilities of the Silver Legacy Joint Venture) is to
be distributed quarterly to the Partners in proportion to their Percentage
Interests in the Silver Legacy Joint Venture after satisfaction of certain
other obligations as follows: (i) at the end of the first year of operation
only, the distribution to each Partner of an amount equal to its tax
liability attributable to the Silver Legacy Joint Venture, (ii) the payment
of interest and principal on all loans to the Silver Legacy Joint Venture
from Partners and affiliates (excluding payment of principal on the
Construction Financing), (iii) the payment of principal and interest on any
Additional Capital Contribution Loan (as defined) of a Partner, plus the
distribution to the non-defaulting Partner who provided such Additional
Capital Contribution Loan of an amount equal to the amount of such Additional
Capital Contribution Loan, (iv) the payment of certain construction cost
overruns, (v) at the end of the first year of operation only, the payment of
the balance of the principal of the Construction Financing not including cost
overruns, (vi) to the extent earned and available, the distribution to
Galleon, Inc. of an amount up to the Priority Allocation, (vii) to the extent
earned and available, the distribution to ELLC of an amount up to the amount
distributed to Galleon, Inc. pursuant to the Priority Allocation, (viii)
after the first year of operation, the distribution to each Partner of an
amount equal to its tax liability attributable to the Silver Legacy Joint
Venture and (ix) the payment of the balance of the portion of the
Construction Financing provided by Galleon, Inc. or Mandalay Resort Group
until such loans are paid in full or refinanced. Any withdrawal from the
Silver Legacy Joint Venture by either Partner results in a reduction of
distributions to such withdrawing Partner to 75% of amounts otherwise payable
to such Partner.
During 1994, the Predecessor Partnership contributed land with a
fair value of $22,185,000 (cost of $15,715,000) to ELLC; the minority
interest member of ELLC contributed land with a fair value of $2,815,000
(cost of $1,500,000) to ELLC. Based upon these contributions, the Predecessor
Partnership had an 88.75% interest in ELLC as of December 31, 1994. In
addition, during 1994, the Company loaned $23,000,000 to ELLC to contribute
to the Silver Legacy Joint Venture. During 1995, the minority interest member
contributed cash of $3,900,000 to ELLC; as a result, the Predecessor
Partnership's interest in ELLC was reduced to 76.76%. During 1998, the
Company converted the $23,000,000 loan to ELLC and accrued interest on the
loan into equity of ELLC; as a result, the Company's interest in ELLC was
increased to 96.19% effective June 30, 1997.
9
<PAGE>
Summarized balance sheet and results of operations for the Silver
Legacy Joint Venture are as follows:
Summarized balance sheet information (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------------- -------------------
(Unaudited)
<S> <C> <C>
Current assets ................................................. $ 21,170 $ 18,272
Property and equipment, net .................................... 303,727 313,181
Other assets ................................................... 1,449 1,772
-------------------- -------------------
Total assets ................................................ $ 326,346 $ 333,225
==================== ===================
Current liabilities ............................................ $ 16,222 $ 16,661
Long-term liabilities........................................... 176,000 196,000
Partners' equity................................................ 134,124 120,564
==================== ===================
Total liabilities and partners' equity....................... $ 326,346 $ 333,225
==================== ===================
</TABLE>
Summarized results of operations (in thousands) (unaudited):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------- -----------------------------------
1999 1998 1999 1998
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Net Revenues .................... $ 49,155 $ 43,840 $ 130,792 $ 123,215
Operating Expenses .............. (37,434) (35,131) (104,871) (101,253)
--------------- --------------- --------------- --------------
Operating Income ................ 11,721 8,709 25,921 21,962
Other (Expense).................. (4,006) (4,624) (12,362) (14,173)
--------------- --------------- --------------- --------------
Net Income (Loss)................ $ 7,715 $ 4,085 $ 13,559 $ 7,789
=============== =============== =============== ==============
</TABLE>
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
GENERAL
Eldorado Resorts LLC ("Resorts") was formed in June 1996 to be the
successor to Eldorado Hotel Associates Limited Partnership (the "Predecessor
Partnership") pursuant to an exchange of all the outstanding partnership
interests in the Predecessor Partnership for membership interests in Resorts
(the "Reorganization"). The Reorganization was effective on July 1, 1996.
Resorts owns and operates the Eldorado Hotel & Casino (the "Eldorado"), a
premier hotel/casino and entertainment facility in Reno, Nevada. In addition
to owning the Eldorado, Resorts' majority owned subsidiary, Eldorado Limited
Liability Company, a Nevada limited liability company ("ELLC"), owns a 50%
interest in a joint venture (the "Silver Legacy Joint Venture") which owns
the Silver Legacy Resort Casino (the "Silver Legacy"), a major themed
hotel/casino located adjacent to the Eldorado. The minority interest in ELLC
is owned by the principal equityholders of Resorts. In June 1998, ELLC
completed a recapitalization, effective June 30, 1997, converting a note
receivable and accrued interest thereon into equity, increasing Resorts'
interest in ELLC from approximately 77% to approximately 96%. Resorts, ELLC
and Eldorado Capital Corp. ("Capital"), a wholly-owned subsidiary of Resorts,
which holds no significant assets and conducts no business activity, are
collectively referred to as the "Company."
The Company accounts for its investment in the Silver Legacy Joint
Venture utilizing the equity method of accounting. The Company's consolidated
net income includes its proportional share of the Silver Legacy Joint
Venture's net income (loss) before taxes as determined in accordance with the
terms of the Silver Legacy Joint Venture's joint venture agreement (the
"Joint Venture Agreement"). See Note 4 of the Notes to Condensed Consolidated
Financial Statements included in Item 1 of this Report.
The following discussion of the Company's operations relates to the
Eldorado except as otherwise indicated.
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1998
NET REVENUES
Net revenues increased by approximately $3.8 million, or 8.7%, to
$47.6 million for the three months September 30, 1999 compared to $43.8
million for the same period in 1998. The Company did not recognize income
(loss) from its unconsolidated affiliate during the third quarter of 1999 and
1998 as the result of a priority allocation to Galleon, Inc. pursuant to the
Joint Venture Agreement. The Company's increase in revenues during the 1999
period is primarily a result of an increase in casino and food, beverage and
entertainment revenues.
Casino revenues increased by approximately $2.3 million, or 7.7%, to
$31.8 million for the three months ended September 30, 1999 compared to $29.5
million for the same period in 1998. The increase in casino revenues was
primarily due to increased gaming volume from table games and slots and an
increase in table games' hold percentage as compared to the previous year.
Food, beverage and entertainment revenues increased by approximately
$1.4 million, or $11.6%, to $13.2 million for the three months ended
September 30, 1999 compared to $11.8 million during the same period in 1998.
The increase is primarily a result of selective price increases at the
Eldorado's restaurants and an increase in occupancy in the Eldorado Showroom
in the 1999 period as compared to the 1998 period.
Hotel revenues increased by approximately $0.2 million, or 3.7%, to
$5.2 million for the three months ended September 30, 1999 compared to the
same period in 1998. The increase was due primarily to an increase in
11
<PAGE>
the Eldorado's average daily rate and hotel occupancy rate to approximately
$66 and 96% in the third quarter of 1999 as compared to $65 and 95% in the
third quarter of 1998.
Promotional allowances expressed as a percentage of casino revenues
were 14.0% for the third quarter of 1999 compared to 14.5% for the same
period in 1998.
OPERATING EXPENSES
The Company's operating expenses increased by approximately $1.5
million, or 4.3%, to $37.9 million for the three months ended September 30,
1999 from $36.4 million during the same period in 1998. This increase is
primarily attributable to an increase in casino and food, beverage and
entertainment expenses.
Casino expenses increased by approximately $1.0 million, or 7.5%, to
$14.0 million for the three months ended September 30, 1999 from $13.0
million during the same period in 1998 due to an increase in casino
marketing, bad debt and customer discount expenditures as compared to the
same period in 1998.
Food, beverage and entertainment expenses increased by approximately
$0.5 million, or 5.6%, to approximately $9.2 million for the three months
ended September 30, 1999 from approximately $8.8 million during the same
period in 1998. The increase is primarily attributable to slight increases in
food and beverage cost of sales and payroll expenses for the three months
ended September 30, 1999 as compared to the same period in 1998.
Hotel expenses decreased by approximately $0.2 million, or 7.7%, to
approximately $1.9 million for the three months ended September 30, 1999
compared with $2.1 million during the same period in 1998 due to a decrease
in sales and marketing expenses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES
Selling, general and administrative expenses and management fees
increased by approximately $0.3 million, or 3.3%, to $8.2 million for the
three months ended September 30, 1999 from $8.0 million during the same
period in 1998. The increase was primarily due to an increase in the employee
bonus accrual for the three months ended September 30, 1999 as compared to
the same period in 1998.
DEPRECIATION
Depreciation for the three months ended September 30, 1999 decreased
$0.1 million or 2.5%, to $3.4 million as compared to $3.5 million during the
same period in 1998 due to some assets becoming fully depreciated.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
decreased approximately $0.4 million, or 13.0%, to $2.8 million in the third
quarter of 1999 compared to $3.3 million for the same period in 1998 as a
result of a decrease in the average outstanding borrowings in the third
quarter of 1999, as compared to the same period in 1998.
12
<PAGE>
NET INCOME
As a result of the factors described above, net income for the three
months ended September 30, 1999 increased by approximately $2.7 million, or
64.4%, to $6.9 million compared to $4.2 million during the same period in
1998.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1998
NET REVENUES
Net revenues increased by approximately $9.3 million, or 7.9%, to
$127.9 million for the nine months ended September 30, 1999 compared to
$118.6 million for the same period in 1998. The Company did not recognize
income (loss) from its unconsolidated affiliate for the nine months ended
September 30, 1999 and 1998 as the result of a priority allocation to
Galleon, Inc. pursuant to the Joint Venture Agreement. The Company's increase
in net revenues during the 1999 period is primarily a result of an increase
in casino and food, beverage and entertainment revenues.
Casino revenues increased by approximately $6.4 million, or 8.2%, to
$85.0 million for the nine months ended September 30, 1999 compared to $78.6
million for the same period in 1998. The increase in casino revenues was
primarily due to increased gaming volume from table games and slots and an
increase in table games' hold percentage as compared to the previous period.
Food, beverage and entertainment revenues increased by approximately
$3.6 million, or 11.1%, to $36.4 million for the nine months ended September
30, 1999 compared to $32.8 million during the same period in 1998. The
increase is primarily a result of selective price increases at the Eldorado's
restaurants and an increase in occupancy in the Eldorado showroom in the 1999
period as compared to the 1998 period.
Hotel revenues decreased by approximately $0.3 million, or 1.8%, to
$13.7 million for the nine months ended September 30, 1999 compared to $14.0
million during the same period in 1998. The decrease was due primarily to the
Eldorado's average daily rate of approximately $59 in the 1999 period as
compared to approximately $61 in the 1998 period. The hotel occupancy was 94%
in both the 1999 and the 1998 periods.
Promotional allowances expressed as a percentage of casino revenues
were 14.5% for the nine months ended September 30, 1999 compared to 14.8% for
the same period in 1998.
OPERATING EXPENSES
The Company's operating expenses increased by approximately $3.2
million, or 3.1%, to $105.4 million for the nine months ended September 30,
1999 from $102.2 million during the same period in 1998. This increase is
primarily attributable to an increase in casino and selling, general and
administrative expenses.
Casino expenses increased by $2.2 million, or 6.3%, to $38.1 million
for the nine months ended September 30, 1999 from $35.8 million during the
same period in 1998 due to increases in bad debt, slot promotional and
marketing expenditures and the addition of a poker room in May 1998.
Food, beverage and entertainment expenses increased by approximately
$0.1 million, or 0.6%, to $25.1 million for the nine months ended September
30, 1999 from approximately $25.0 million during the same period in 1998.
Increases in food and beverage, primarily due to increases in payroll and
cost of sales, were partially offset by a decrease in entertainment
professional fee expenditures.
13
<PAGE>
Hotel expenses decreased by approximately $0.3 million, or 5.0%, to
$5.6 million for the nine months ended September 30, 1999 from $5.9 million
during the same period in 1998 due to an overall decrease in hotel operating
expenses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES
Selling, general and administrative expenses and management fees
increased by 5.0% to $23.4 million for the nine months ended September 30,
1999 compared to $22.3 million during the same period in 1998. The increase
was primarily due to an increase in the bonus accrual for the nine months
ended September 30, 1999 as compared to the same period in 1998; there was no
employee bonus accrual during the first half of 1998.
DEPRECIATION
Depreciation for the nine months ended September 30, 1999 was $10.3
million compared to $10.2 million for the same period in 1998, an increase of
0.4%.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
decreased by approximately $0.8 million, or 7.9%, to $9.2 million for the
nine months ended September 30, 1999 compared to $10.0 million for the same
period in 1998 as a result of a decrease in the average outstanding
borrowings during the first nine months of 1999, as compared to the same
period in 1998.
NET INCOME
As a result of the factors described above, net income for the nine
months ended September 30, 1999 increased by approximately $6.9 million, or
109.6%, to $13.3 million compared to $6.3 million during the same period in
1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity and capital resources
have been through cash flow from operations, borrowings under various credit
agreements and the issuance in July 1996 of $100 million in aggregate
principal amount of 10 1/2% Senior Subordinated Notes due 2006 (the "10 1/2%
Notes"). Since 1996, the Company has completed several expansion and
remodeling projects, accounting for a significant use of cash flow from
operations and borrowed funds. The Company's earnings before interest, taxes,
depreciation and amortization as adjusted to exclude equity in net income of
its unconsolidated affiliate was $32.8 million for the nine months ended
September 30, 1999, as compared to $26.6 million during the same period in
1998. Net cash provided by operating activities was $23.5 million for the
nine months ended September 30, 1999 compared to $15.4 million for the same
period of the prior year.
At September 30, 1999, the Company had $4.8 million of cash and cash
equivalents and $30.0 million available pursuant to its Credit Facility (as
defined below). The net proceeds of the offering (the "Offering") by the
Company and its wholly-owned subsidiary, Eldorado Capital Corp., of the 10
1/2% Notes were used to repay a portion of the indebtedness under the Loan
Agreement dated as of March 25, 1994, between the Company, the banks named
therein and Bank of America NT&SA, as administrative agent (the "Former
Credit Facility"). The Former Credit Facility was amended concurrently with
the closing of the Offering to provide the Company with a senior secured
revolving credit facility in the original amount of $50 million (as amended,
the "Credit Facility").
14
<PAGE>
The amount of credit available pursuant to the Credit Facility reduced to
approximately $35.9 million on September 30, 1999 and, by its terms, the
facility reduces by an additional $1,562,500 as of the end of each subsequent
quarter until July 31, 2001 when it terminates and any balance then
outstanding becomes due and payable.
As of September 30, 1999, the Company had outstanding (i) $100
million in aggregate principal amount of 10 1/2% Notes, (ii) $4.5 million of
borrowings and an additional $1.4 million of letters of credit under the
Credit Facility and (iii) $2.0 million of other long term debt (net of
current portion).
The Operating Agreement of Resorts dated June 28, 1996 obligates
Resorts to distribute each year for as long as it is not taxed as a
corporation to each of its members an amount equal to such member's allocable
share of the taxable income of Resorts multiplied by the highest marginal
combined Federal, state and local income tax rate applicable to individuals
for that year. For the nine months ended September 30, 1999, Resorts made
distributions of $6.6 million to its members, as compared to $1.4 million
during the same period in 1998.
During the nine months ended September 30, 1999, the Company's
principal uses of funds was for recurring capital expenditures. Total capital
expenditures for the nine months ended September 30, 1999 were $3.3 million.
Other uses included approximately $0.5 million of an anticipated $3.0 million
related to the Company's nightclub and entertainment facility and debt
service.
The Company's future sources of liquidity are anticipated to be from
its operating cash flow, funds available from the Credit Facility and capital
lease financing for certain of its fixed asset purchases. The Company's
anticipated uses of cash in the near term will be for recurring capital
expenditures and debt service.
15
<PAGE>
YEAR 2000 READINESS DISCLOSURE
BACKGROUND
In the past, many computer software programs were written using two
digits rather than four to define the applicable year. As a result,
information technology such as date-sensitive computer software ("IT") as
well as non-IT systems such as equipment containing microcontrollers or other
embedded technology may recognize a date using "00" as the year 1900 rather
than the year 2000 (the "Year 2000"). The inability of date-sensitive IT and
non-IT systems and equipment using two digits rather than four to
differentiate between the years 1900 and 2000 may cause such systems and
equipment to fail or create erroneous results at January 1, 2000 (a "Year
2000 Disruption").
RISK FACTORS
There is worldwide concern that Year 2000 Disruptions could wreak
havoc on global economies, including the U.S. domestic economy. The extent of
the potential impact from Year 2000 Disruptions is not yet known, and may not
be adequately identified prior to the Year 2000. In the event of a
significant adverse impact on the global economies or on the U.S. domestic
economy, the Company may be materially and adversely impacted, even if its
own IT and non-IT systems and equipment are Year 2000 compliant.
Date-sensitive IT and non-IT systems and equipment are utilized in
virtually all aspects of the hotel, casino and related operations at the
Eldorado and at the Company's 50% owned joint venture property, Silver
Legacy. While task forces have initiated programs at the Eldorado and Silver
Legacy to identify the date-sensitive IT and non-IT systems and equipment at
these properties and to take such actions as may be necessary to make such
systems and equipment Year 2000 compliant, a Year 2000 Disruption could occur
in hotel, casino and related IT and non-IT systems and equipment utilized at
the Eldorado and/or Silver Legacy due to a failure of such systems and
equipment to be Year 2000 compliant. Depending on the severity and duration,
any such Year 2000 Disruption could have a material adverse impact on the
Company.
In addition to the risks associated with a Year 2000 Disruption from
the failure of the IT and non-IT systems and equipment at the Eldorado and
Silver Legacy, the Company is exposed to the risk that one or more of the
suppliers of critical goods or services could experience a Year 2000
Disruption that impacts the ability of such suppliers to provide all of the
goods and services required in the operation of the Eldorado and/or Silver
Legacy. The Company believes that the impact of such an interruption in the
delivery of goods would be limited due to the availability of alternative
suppliers of the essential goods utilized in the operations conducted at the
Eldorado and Silver Legacy, although no assurances can be given that a Year
2000 Disruption will not materially disrupt the ability to secure delivery of
such goods from any source.
A Year 2000 Disruption of essential services to the Eldorado or
Silver Legacy, such as utilities or banking services, could, depending on the
extent of the disruption, have a material adverse impact on the Company.
Because the Eldorado and Silver Legacy obtain their utilities from the same
providers that serve all of the greater Reno area and there are no
alternative sources from which to obtain such services (other than
limited-capacity generators for the production of electricity during
short-term emergency situations), a Year 2000 Disruption in the delivery of
power, natural gas or water would most likely impact all or a significant
portion of the Reno area, including the Eldorado and Silver Legacy, and would
require that such properties be closed for the duration of any extended
interruption of such service. While an interruption in telephone service
might not require that the affected properties be closed, such an
interruption could, depending on the nature and duration of the interruption,
have a material adverse effect on operations at the Eldorado and Silver
Legacy.
The Company is exposed to the risk that a Year 2000 Disruption could
result in a significant interruption of banking services in the Reno area. A
significant number of the Eldorado's and Silver Legacy's customers depend on
credit card processing and automated teller machines to access cash or credit
during their visits to the Eldorado
16
<PAGE>
and Silver Legacy. In addition, the Eldorado and Silver Legacy depend on a
reliable source of cash to fund the day-to-day casino operations at those
properties. Accordingly, any interruption of banking services could,
depending upon the nature and duration of the interruption, have a material
adverse effect on operations at the Eldorado and Silver Legacy.
The Company is also exposed to the risk that a Year 2000 Disruption
could result in a significant interruption of airline service to the Reno
area. The Company believes that a significant number of the Eldorado and
Silver Legacy's customers (including hotel guests and walk-in customers at
the casinos) depend on the airlines for their travel to and from Reno.
Accordingly, any such interruption of airline service could, depending upon
the extent of the interruption, have a material adverse effect on operations
at the Eldorado and Silver Legacy.
APPROACH
The Company has established a task force to coordinate its response
to the Year 2000. This task force includes the Company's Chief Financial
Officer, Manager of Internal Audit, the Director of Information Services as
well as support staff. An outside consultant was also engaged who assisted in
establishing a Year 2000 compliance program for the Company at the Eldorado.
A separate task force has been established by the Silver Legacy
Joint Venture at the Silver Legacy to coordinate the response to the Year
2000 at that property. This task force includes Silver Legacy's Director of
Finance and Administration and its Director of Information Services as well
as support staff.
The Year 2000 compliance programs developed for the Eldorado and
Silver Legacy consist of the following phases:
PHASE 1 Compilation of an inventory of IT and non-IT
systems and equipment that may cause a Year 2000
Disruption ("Critical Systems and Equipment").
PHASE 2 Identification and prioritization of the Critical
Systems and Equipment from the inventory compiled in
Phase 1 and inquiries of third parties with whom the
Eldorado or Silver Legacy does significant business
(I.E., vendors and suppliers) as to the state of
their Year 2000 readiness.
PHASE 3 Analysis of the identified Critical Systems and
Equipment to determine which systems and equipment
are not Year 2000 compliant and evaluation of the
costs to repair or replace those systems and
equipment.
PHASE 4 Repair or replacement and testing of noncompliant
Critical Systems and Equipment and the testing of
Critical Systems and Equipment for which
representation as to Year 2000 compliance has not
been received or for which representation has been
received but has not been confirmed.
Neither the Eldorado nor Silver Legacy is currently planning to use
any independent verification and validation process to assure the reliability
of their risk and cost estimates. However, this position continues to be
reevaluated as the Year 2000 compliance programs proceed at the Eldorado and
Silver Legacy.
STATUS
Phases 1 and 2 are substantially complete at the Eldorado and Silver
Legacy except for the receipt of responses to inquiries of third parties as
to their Year 2000 readiness, which is currently ongoing with respect to each
property. All initial inquiries to identified significant third party vendors
and suppliers have been completed
17
<PAGE>
by the Eldorado and Silver Legacy. To date neither the Eldorado nor Silver
Legacy has been advised by any significant third party supplier of goods or
services that it will not be fully Year 2000 compliant by the Year 2000.
Phases 3 and 4 are ongoing at the Eldorado and Silver Legacy. Based
upon the analysis conducted to date, the Company believes all of the Critical
Systems and Equipment at the Eldorado and Silver Legacy are currently Year
2000 compliant or will be Year 2000 compliant by December 31, 1999, although
there can be no assurance as to the ability to achieve full Year 2000
compliance at either property. The most significant aspect of the Eldorado's
Year 2000 compliance that has been identified is the software modification of
the property's casino system. The most significant aspect of Silver Legacy's
Year 2000 compliance that has been identified is the replacement of that
property's non-Year 2000 compliant personal computers.
COSTS
The total cost to the Company of making its systems at the Eldorado
Year 2000 compliant, including estimated costs of remediation or replacement
and testing, is currently estimated to be in the range of $800,000 to $1
million. This current estimate includes the following: (i) $670,000 to
$840,000 relating to software modification, of which approximately $379,000
had been incurred at September 30, 1999; and (ii) $130,000 to $160,000 to
replace problem systems and equipment, of which approximately $48,000 had
been incurred at September 30, 1999. The replacement of problem systems and
equipment costs will be capitalized and depreciated over their expected
useful lives. To the extent existing hardware or software is replaced, the
Company will recognize a loss currently for the undepreciated balance. This
loss is included in the above cost estimate. Furthermore, all costs related
to software modification, as well as all costs associated with the Company's
administration of its Year 2000 project, are being expensed as incurred.
The total cost to Silver Legacy of making the systems at that
property Year 2000 compliant, including estimated costs of remediation or
replacement and testing, is currently estimated to be in the range of
$800,000 to $1,000,000 of which approximately $950,000 had been incurred at
September 30, 1999. The current estimated cost relating to Silver Legacy's
software modification is $250,000 to $300,000, of which $292,000 had been
incurred at September 30, 1999. The current estimated costs to replace Silver
Legacy's problem systems and equipment is $500,000 to $700,000, of which
$658,000 had been incurred at September 30, 1999, of which $363,800 is being
financed by an operating lease. The replacement of problem systems and
equipment costs will be capitalized and depreciated over their expected
useful lives. To the extent existing hardware or software is replaced, the
Silver Legacy will recognize a loss currently for the undepreciated balance.
This loss is included in the above cost estimate. Furthermore, all costs
related to software modification, as well as all costs associated with the
Silver Legacy's administration of its Year 2000 project, are being expensed
as incurred.
The Company believes the most significant risk of a Year 2000
Disruption at the Eldorado or Silver Legacy is the loss of utilities at those
properties, particularly power or water, as to which a contingency plan is
not feasible. The Eldorado and Silver Legacy are evaluating various
alternatives to other potential Year 2000 Disruptions that might occur at the
Eldorado or Silver Legacy.
The source of funding of the costs incurred in connection with the
Year 2000 compliance programs at the Eldorado and Silver Legacy is
anticipated to be the operating cash flows at the respective properties.
There can be no assurance that as yet unidentified costs will not be
incurred in connection with the Year 2000 compliance program at the Eldorado
or at the Silver Legacy or that the costs actually incurred to achieve full
Year 2000 compliance at either property will not be materially higher than
currently estimated.
18
<PAGE>
FORWARD-LOOKING STATEMENTS
Certain information included in this report and other materials
filed or to be filed by the Company with the Securities and Exchange
Commission (as well as information included in oral statements or written
statements made or to be made by the Company) contains statements that are
forward-looking within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements include information relating to current expansion
projects, plans for future expansion projects and other business development
activities as well as other capital spending, financing sources, Year 2000
compliance and effects of regulation (including gaming and tax regulation)
and competition. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks
and uncertainties include, but are not limited to dependence on existing
management, leverage and debt service (including sensitivity to fluctuations
in interest rates), domestic or global economic conditions, changes in
Federal or state tax laws or the administration of such laws, changes in
gaming laws or regulations (including the legalization of gaming in certain
jurisdictions), risks and uncertainties relating to any development and
construction activities and applications for licenses and approvals under
applicable laws and regulations (including gaming laws and regulations).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
19
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
THE FOLLOWING EXHIBIT IS FILED AS PART OF THIS
REPORT.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
27 FINANCIAL DATA SCHEDULE
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
(B) REPORTS ON FORM 8-K
NO REPORT ON FORM 8-K WAS FILED DURING THE PERIOD
COVERED BY THIS REPORT.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
ELDORADO RESORTS LLC
Date: November 12, 1999 By: /S/ Donald L. Carano
---------------------------------------
Donald L. Carano
Chief Executive Officer, President and
Presiding Manager
Date: November 12, 1999 By: /S/ Robert M. Jones
---------------------------------------
Robert M. Jones
Chief Financial Officer of
Eldorado Resorts LLC (Principal
Financial and Accounting Officer)
ELDORADO CAPITAL CORP.
Date: November 12, 1999 By: /S/ Donald L. Carano
---------------------------------------
Donald L. Carano
President
Date: November 12, 1999 By: /S/ Gene R. Carano
---------------------------------------
Gene R. Carano
Treasurer (Principal Financial and
Accounting Officer)
21
<PAGE>
EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
27 Financial Data Schedule
22
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<PAGE>
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<NAME> ELDORADO RESORTS LLC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,759
<SECURITIES> 0
<RECEIVABLES> 6,170
<ALLOWANCES> 2,123
<INVENTORY> 2,879
<CURRENT-ASSETS> 13,330
<PP&E> 237,747
<DEPRECIATION> 89,873
<TOTAL-ASSETS> 220,423
<CURRENT-LIABILITIES> 13,236
<BONDS> 106,510
0
0
<COMMON> 0
<OTHER-SE> 94,166
<TOTAL-LIABILITY-AND-EQUITY> 220,423
<SALES> 0
<TOTAL-REVENUES> 127,872
<CGS> 0
<TOTAL-COSTS> 104,511
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<LOSS-PROVISION> 884
<INTEREST-EXPENSE> 9,198
<INCOME-PRETAX> 13,279
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
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<NET-INCOME> 13,279
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