<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 March 31, 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
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(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
May 12, 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
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.............................................. 18
SIGNATURES....................................................................................... 19
</TABLE>
1
<PAGE>
Part 1
FINANCIAL INFORMATION
Item 1. Financial Statements.
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,540 $ 8,087
Accounts receivable, net 2,441 3,415
Inventory 2,835 2,904
Prepaid expenses 1,682 1,857
Note receivable 242 377
-------- --------
Total current assets 14,740 16,640
Investment in joint venture 46,792 46,792
Property and equipment, net 152,287 155,005
Other assets, net 12,699 12,821
-------- --------
Total assets $226,518 $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>
March 31, December 31,
1999 1998
-------- --------
(unaudited)
<S> <C> <C>
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,069 $ 1,136
Current portion of capital lease obligations 760 749
Accounts payable 2,755 2,737
Construction and retention payables 15 15
Interest payable 1,356 3,991
Accrued payroll, taxes and other accruals 7,315 5,944
-------- --------
Total current liabilities 13,270 14,572
Long-term debt, less current portion 119,141 122,226
Capital lease obligations, less current portion 578 773
Other liabilities 1,081 1,047
-------- --------
Total liabilities 134,070 138,618
Minority interest 5,154 5,154
Members' equity 87,294 87,486
-------- --------
Total liabilities and members' equity $226,518 $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
March 31,
-------------------------
1999 1998
-------- --------
<S> <C> <C>
Operating Revenues:
Casino $ 24,092 $ 21,825
Food and beverage 9,324 8,588
Hotel 3,767 3,947
Entertainment 1,822 1,297
Other 1,634 1,362
-------- --------
40,639 37,019
Less: Promotional allowances (3,803) (3,585)
-------- --------
Net revenues 36,836 33,434
Operating Expenses:
Casino 11,781 11,052
Food and beverage 6,669 6,550
Hotel 1,745 1,746
Entertainment 880 1,220
Other 784 959
Selling, general and administrative 6,856 6,657
Management fees 424 460
Depreciation 3,459 3,326
-------- --------
Total operating expenses 32,598 31,970
-------- --------
Operating Income 4,238 1,464
Interest Expense, net (3,231) (3,385)
-------- --------
Net Income Before Minority Interest 1,007 (1,921)
Minority Interest in Net (Income) of Subsidiary (Note 4) -- --
-------- --------
Net Income (Loss) $ 1,007 $ (1,921)
-------- --------
-------- --------
</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>
Three Months Ended
March 31,
-----------------------
1999 1998
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 1,007 $(1,921)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 3,459 3,326
(Gain)Loss on sale of property and equipment (48) 203
Decrease (Increase) in--
Accounts receivable, net and due from members and affiliates 974 473
Note receivable 135 45
Inventories 69 (136)
Prepaid expenses 175 39
Other assets, net 123 (92)
(Decrease) in--
Accounts payable, retention payable, interest payable,
accrued payroll, taxes and other accruals (1,212) (2,976)
------- -------
Net cash provided by (used in) operating activities 4,682 (1,039)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (915) (2,149)
Proceeds from sale of property and equipment 222 --
------- -------
Net cash investing activities (693) (2,149)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and other debt 4,500 6,250
Principal payments on long-term and other debt (7,836) (2,371)
Distributions (1,200) --
------- -------
Net cash (used in) provided by financing activities (4,536) 3,879
------- -------
</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>
Three Months Ended
March 31,
-----------------------
1999 1998
------- -------
<S> <C> <C>
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (547) $ 691
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 8,087 6,369
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 7,540 7,060
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during period for interest $ 5,710 $ 5,850
------- -------
------- -------
</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 March 31, 1999 and the
results of operations and cash flows for the three month periods ended March 31,
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>
March 31, December 31,
1999 1998
--------- ------------
<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
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
March 31, 1999 and 1998 was 4.93% and 5.69%, respectively, and the Base
rate at March 31, 1999 and 1998 was 7.75% and 8.5%, respectively) due
July 31, 2001; secured by substantially all real property.......... 17,000 20,000
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
Notes payable to a corporation, due in a quarterly principal
installment of $90,000 (including monthly interest at prime plus 2%,
the rate at March 31, 1999 and 1998 was 9.75% and 10.5%, respectively),
to July 30, 1999 when principal balance is due;
secured by real property........................................... 824 893
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......................................................... 2,242 2,294
Notes Payable, Other............................................... 144 175
--------- ---------
120,210 123,362
Less--Current Maturities............................................ (1,069) (1,136)
--------- ---------
--------- ---------
$119,141 $122,226
--------- ---------
--------- ---------
</TABLE>
Total interest expense for the first three months of 1999 and 1998 was
$3.2 million and $3.4 million, respectively.
The amount of credit available pursuant to the Credit Facility reduced
to approximately $39.1 million on March 31, 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 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 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.
8
<PAGE>
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 seven-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 Circus Circus Enterprises, Inc. 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>
March 31, December 31,
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Current assets ............................. $ 18,664 $ 18,272
Property and equipment, net ................ 309,876 313,181
Other assets ............................... 1,661 1,772
-------- --------
Total assets ............................... $330,201 $333,225
-------- --------
-------- --------
Current liabilities ........................ $ 16,879 $ 16,661
Long-term liabilities ...................... 191,750 196,000
Partners' equity ........................... 121,572 120,564
-------- --------
Total liabilities and partners' equity ..... $330,201 $333,225
-------- --------
-------- --------
</TABLE>
Summarized results of operations (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1999 1998
-------- --------
<S> <C> <C>
Net Revenues ..................... $ 37,266 $ 36,222
Operating Expenses ............... (32,076) (31,587)
-------- --------
Operating Income ................. 5,190 4,635
Other (Expense) .................. (4,183) (4,809)
-------- --------
Net Income (Loss) ................ $ 1,007 $ (174)
-------- --------
-------- --------
</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 MARCH 31, 1999 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1998
NET REVENUES
Net revenues increased by approximately $3.4 million, or 10.2%, to
$36.8 million for the three months ended March 31, 1999 compared to $33.4
million for the same period in 1998. The Company did not recognize income (loss)
from its unconsolidated affiliate during the first 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 net revenues during the 1999 period
is primarily a result of an increase in casino, food and beverage and
entertainment revenues.
Casino revenues increased by approximately $2.3 million, or 10.4%,
to $24.1 million for the three months ended March 31, 1999 compared to $21.8
million for the same period in 1998. The increase in casino revenues was due
primarily to increased revenue from slots due to an increase in volume as
compared to the previous period.
Food and beverage revenues increased by approximately 8.6% to $9.3
million for the three months ended March 31, 1999 compared to $8.6 million
during the same period in 1998. The increase is primarily a result of selective
price increases in the Company's restaurants.
Hotel revenues decreased slightly by approximately 4.6% to $3.8
million for the three months ended March 31, 1999 compared to $3.9 million
during the same period in 1998. The decrease was due primarily to a decrease in
the Company's average daily rate ("ADR") to approximately $50 in the first
quarter of 1999 from $53 in the first quarter of 1998. The Company's hotel
occupancy rate was comparable at approximately 91% for the first quarter of
11
<PAGE>
1999 and 1998. The absence of the American Bowling Congress ("ABC") National
Championship Bowling tournament held from February through June 1998, was a
contributing factor in the decrease of the Company's average daily rate.
Entertainment revenues increased by approximately $0.5 million, or
40.5%, to $1.8 million for the three months ended March 31, 1999 compared to
$1.3 million during the same period in 1998. The increase was due primarily to
an increase in occupancy in the Eldorado Showroom in the 1999 period as compared
to the 1998 period.
Promotional allowances expressed as a percentage of casino revenues
were 15.8% for the first quarter of 1999 compared to 16.4% for the same period
in 1998.
OPERATING EXPENSES
The Company's operating expenses increased by approximately $0.6
million, or 2.0%, to $32.6 million for the three months ended March 31, 1999
from $32.0 million during the same period in 1998. This increase is primarily
attributable to an increase in casino, food and beverage and depreciation
expenses.
Casino expenses increased by $0.7 million, or 6.6%, to $11.8 million
for the three months ended March 31, 1999 from $11.1 million during the same
period in 1998 due to an increase in slot promotional expenses and the addition
of a poker room in May 1998.
Food and beverage expenses increased slightly to approximately $6.7
million for the three months ended March 31, 1999 from approximately $6.6
million during the same period in 1998. The increase is primarily due to an
increase in payroll expenditures and a slight increase in cost of sales.
Hotel expenses were comparable at $1.8 million in the first quarter of
1999 and 1998.
Entertainment expenses decreased by approximately $0.3 million or
27.9%, to $0.9 million for the three months ended March 31, 1999 compared to
$1.2 million during the same period in 1998. The decrease is primarily
attributable to a decrease in showroom performance fees and a decrease in
advertising expenditures.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES
Selling, general and administrative expenses and management fees
increased by 2.3% to $7.3 million for the three months ended March 31, 1999 from
$7.1 million during the same period in 1998. The increase was primarily due to
an employee bonus accrual for the three months ended March 31, 1999 as compared
to the same period in 1998.
DEPRECIATION
Depreciation for the three months ended March 31, 1999 was $3.5 million
compared to $3.3 million for the same period in 1998, an increase of 4.0%. The
increase was primarily attributable to casino and hotel refurbishments completed
during the first quarter of 1998 and recurring capital expenditures.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
decreased 4.6% to $3.2 million in the first quarter of 1999 compared to $3.4
million for the same period in 1998 as a result of a decrease in the average
outstanding borrowings in the first quarter of 1999, as compared to the same
period in 1998. The Company capitalized interest of approximately $2,000 for
12
<PAGE>
the three months ended March 31, 1999 compared to $34,000 during the same
period in 1998.
NET INCOME
As a result of the factors described above, net income for the three
months ended March 31, 1999 increased by 152.4% to $1.0 million compared to a
net loss of $1.9 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% 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 $7.7 million for the three months ended March 31,
1999, as compared to $4.8 million during the same period in 1998. Net cash
provided by (used in) operating activities was $4.7 million for the three months
ended March 31, 1999 compared to a negative $1.0 million for the same period of
the prior year.
At March 31, 1999, the Company had $7.5 million of cash and cash
equivalents and $20.8 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, (the "Former Credit Facility"), between the Company, the
banks named therein and Bank of America NT&SA, as administrative agent. 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"). The amount
of credit available pursuant to the Credit Facility reduced to approximately
$39.1 million on March 31, 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 March 31, 1999, the Company had $100 million in aggregate
principal amount of 10 1/2% Notes outstanding, approximately $17.0 million
outstanding under the Credit Facility and $2.1 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
quarter ended March 31, 1999, Resorts made distributions of $1.2 million to its
members, Resorts did not make any distributions during the same period in 1998.
During the three months ended March 31, 1999, the Company's principal
uses of funds were related to debt service and recurring capital expenditures.
Total capital expenditures for the three months ended March 31, 1999 were $0.9
million.
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.
13
<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 and Silver Legacy. In addition, the Eldorado
and Silver Legacy depend on a reliable source of cash to fund the day-to-day
14
<PAGE>
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's 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 will continue 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 but for the process of making 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 by the Eldorado and Silver Legacy. To date neither the
Eldorado nor Silver Legacy has been advised by any significant third party
15
<PAGE>
supplier of goods or services that it will not be fully Year 2000 compliant
by the Year 2000. The initial third party inquiries to the remaining third
party vendors and suppliers are expected to be completed by May 31, 1999.
Phases 3 and 4 are ongoing at the Eldorado and Silver Legacy. September
30, 1999 has been established as the current target date to complete the Year
2000 compliance program at both properties. Based upon the analysis conducted to
date, the Company believes all of the Critical Systems and Equipment at the
Eldorado and Silver Legacy are either currently Year 2000 compliant or will be
Year 2000 compliant by September 30, 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 $192,500 had been incurred at
March 31, 1999; and (ii) $130,000 to $160,000 to replace problem systems and
equipment, of which approximately $20,000 had been incurred at March 31, 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 $600,000 to $850,000, of
which approximately $206,900 had been incurred at March 31, 1999. The current
estimated cost relating to Silver Legacy's software modification is $200,000 to
$250,000, of which $134,800 had been incurred at March 31, 1999. The current
estimated costs to replace Silver Legacy's problem systems and equipment is
$400,000 to $600,000, of which $72,100 had been incurred at March 31, 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 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 in the initial stages of 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 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.
16
<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 RISKS
Not applicable.
17
<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 THREE MONTHS
MARCH 31, 1999
(b) REPORTS ON FORM 8-K
NO REPORT ON FORM 8-K WAS FILED DURING THE PERIOD
COVERED BY THIS REPORT.
18
<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: May 12, 1999 By: /S/ Donald L. Carano
--------------------------------------------
Donald L. Carano
Chief Executive Officer, President and
Presiding Manager
Date: May 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: May 12, 1999 By: /S/ Donald L. Carano
--------------------------------------------
Donald L. Carano
President
Date: May 12, 1999 By: /S/ Gene R. Carano
--------------------------------------------
Gene R. Carano
Treasurer (Principal Financial and
Accounting Officer)
19
<PAGE>
EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
27 Financial Data Schedule
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001022644
<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> MAR-31-1999
<CASH> 7,540
<SECURITIES> 0
<RECEIVABLES> 4,444
<ALLOWANCES> 1,761
<INVENTORY> 2,835
<CURRENT-ASSETS> 14,740
<PP&E> 155,746
<DEPRECIATION> 3,459
<TOTAL-ASSETS> 226,518
<CURRENT-LIABILITIES> 13,270
<BONDS> 119,719
0
0
<COMMON> 0
<OTHER-SE> 87,294
<TOTAL-LIABILITY-AND-EQUITY> 226,518
<SALES> 0
<TOTAL-REVENUES> 36,836
<CGS> 0
<TOTAL-COSTS> 32,304
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 294
<INTEREST-EXPENSE> 3,231
<INCOME-PRETAX> 1,007
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,007
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
