<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, 2000.
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 May
11, 2000: 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
Consolidated Statements of Members' Equity................................... 5
Condensed Consolidated Statements of Cash Flows.............................. 6
Notes to Condensed Consolidated Financial Statements......................... 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................ 12
Item 3. Quantitative and Qualitative Disclosures About Market Risks................... 15
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.............................................. 15
SIGNATURES....................................................................................... 16
</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,
2000 1999
-------------------- --------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,725 $ 9,005
Marketable securities 1,995 2,239
Accounts receivable, net 5,036 4,665
Inventories 3,304 3,361
Prepaid expenses 1,629 1,760
-------------------- --------------------
Total current assets 19,689 21,030
Investment in joint venture 51,269 49,673
Property and equipment, net 153,111 153,939
Other assets, net 6,955 7,136
-------------------- --------------------
Total assets $231,024 $231,778
==================== ====================
</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,
2000 1999
-------------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 268 $ 262
Current portion of capital lease obligations 543 686
Accounts payable 3,498 3,703
Construction and retention payables 148 1,588
Interest payable 1,363 3,961
Accrued payroll, taxes and other accruals 7,383 7,026
-------------------- -----------------
Total current liabilities 13,203 17,226
Long-term debt, less current portion 128,873 127,942
Capital lease obligations, less current portion 34 88
Other liabilities 1,514 1,481
-------------------- -----------------
Total liabilities 143,624 146,737
Minority interest 5,325 5,264
Members' equity 81,196 78,654
Other Comprehensive Income (Note 6) 879 1,123
-------------------- -----------------
Total Equity 82,075 79,777
Total liabilities and members' equity $231,024 $231,778
==================== =================
</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,
-----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Operating Revenues:
Casino $25,770 $24,092
Food, beverage and entertainment 12,031 11,146
Hotel 4,025 3,767
Equity in net income of unconsolidated affiliate 1,596 -
Other 1,161 1,634
------------ ------------
44,583 40,639
Less: Promotional allowances (4,305) (3,803)
------------ ------------
Net revenues 40,278 36,836
Operating Expenses:
Casino 12,370 11,781
Food, beverage and entertainment 8,273 7,549
Hotel 1,833 1,745
Other 857 784
Selling, general and administrative 7,166 6,856
Management fees 450 424
Depreciation 3,376 3,459
------------ ------------
Total operating expenses 34,325 32,598
------------ ------------
Operating Income 5,953 4,238
Interest Expense, net (3,350) (3,231)
------------ ------------
Net Income Before Minority Interest 2,603 1,007
Minority Interest in Net (Income) of Subsidiary (Note 5) (61) -
------------ ------------
Net Income $ 2,542 $ 1,007
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
4
<PAGE>
ELDORADO RESORTS LLC
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
(dollars in thousands)
<TABLE>
<S> <C>
BALANCE, December 31, 1999.......................................................................... $79,777
(Unaudited)
Net Income..................................................................................... 2,542
Distributions.................................................................................. -
Other Comprehensive Income..................................................................... (244)
---------------
BALANCE, March 31, 2000............................................................................. $82,075
===============
</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,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $2,542 $1,007
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 3,376 3,459
Equity in net (income) loss of unconsolidated affiliate (1,596) -
Minority interest in net income (loss) of unconsolidated affiliate 61 -
(Gain) loss on sale of property and equipment 5 (48)
Decrease (Increase) in--
Accounts receivable, net (371) 974
Note receivable - 135
Inventories 57 69
Prepaid expenses 131 175
Other assets, net 181 123
Increase (Decrease) in--
Accounts payable, retention payable, interest payable,
accrued payroll, taxes and other accruals (3,853) (1,212)
------------- -------------
Net cash provided by operating activities 533 4,682
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,603) (915)
Proceeds from sale of property and equipment 50 222
------------- -------------
Net cash (used in) investing activities (2,553) (693)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and other debt 8,250 4,500
Principal payments on long-term and other debt (7,510) (7,836)
Distributions - (1,200)
------------- -------------
Net cash (used in) provided by financing activities 740 (4,536)
------------- -------------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
6
<PAGE>
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------- --- -------------
2000 1999
------------- -------------
<S> <C> <C>
(DECREASE) IN CASH AND CASH EQUIVALENTS $ (1,280) $ (547)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 9,005 8,087
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 7,725 7,540
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during period for interest $ 5,796 $ 5,710
============= =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
7
<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, 2000 and the
results of operations and cash flows for the three month periods ended March 31,
2000 and 1999. 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, 1999.
2. Marketable Securities
The following is a summary of available-for-sale securities:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 MARCH 31, 2000
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
COST MARKET COST MARKET
Common Stock 1,116 2,239 1,116 1,995
</TABLE>
3. 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.
8
<PAGE>
4. Long Term Debt and Notes Payable
Long term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
<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, 2000 and 1999 was 6.13% and 4.93%,
respectively, and the Base rate at March 31, 2000 and 1999 was 9.0%
and 7.75%, respectively) due July 31, 2001; secured by substantially
all real property.................................................. 27,000 26,000
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................. 2,019 2,076
Notes Payable, Other............................................... 122 128
----------------- -----------------
129,141 128,204
Less--Current Maturities........................................... (268) (262)
----------------- -----------------
$128,873 $127,942
================= =================
</TABLE>
Total interest expense for the first three months of 2000 and 1999 was
$3.4 million and $3.2 million respectively.
The amount of credit available pursuant to the Credit Facility reduced
to approximately $32.8 million on March 31, 2000 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.
5. Investment in Silver Legacy Resort Casino
Effective March 1, 1994, ELLC and Galleon, Inc. (a Nevada corporation
owned and controlled by Mandalay Resort Group 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
9
<PAGE>
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 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 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.
10
<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,
2000 1999
-------------------- -------------------
<S> <C> <C>
Current assets .............................................. $22,669 $ 22,638
Property and equipment, net ................................. 296,823 300,258
Other assets ................................................ 1,286 1,315
-------------------- -------------------
Total assets ............................. $320,778 $ 324,211
==================== ===================
Current liabilities ......................................... $14,939 $ 13,564
Long-term liabilities....................................... 166,000 174,000
Partners' equity............................................ 139,839 136,647
-------------------- --------------------
Total liabilities and partners' equity...... $320,778 $ 324,211
==================== ====================
</TABLE>
Summarized results of operations (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------------------
2000 1999
------------------ -------------------
<S> <C> <C>
Net Revenues................................................. $ 39,715 $ 37,266
Operating Expenses .......................................... (32,695) (32,076)
------------------ -------------------
Operating Income ............................................ 7,020 5,190
Other (Expense).............................................. (3,828) (4,183)
------------------ -------------------
Net Income (Loss)............................................ $ 3,192 $ 1,007
================== ===================
</TABLE>
6. Comprehensive Income
Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
Reporting Comprehensive Income, requires that the Company disclose comprehensive
income and its components. The objective of SFAS 130 is to report a measure of
all changes in equity of a company that result from transactions and other
economic events of the period other than transactions with members.
Comprehensive income is the total of net income and all other non-member changes
in equity ("Other Comprehensive Income").
In accordance with SFAS 115, the Company has recorded the decrease in
security value as Other Comprehensive Income in the accompanying financial
statements. Comprehensive income is calculated as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
PERIOD ENDED MARCH 31, 2000 1999
------------------- -------------------
<S> <C> <C>
Net income............................................... $2,542 $1,007
Decrease in Marketable Securities Value................. (244) -
------------------- -------------------
Comprehensive income..................................... $2,298 $1,007
=================== ===================
</TABLE>
11
<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. 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 5 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, 2000 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1999
NET REVENUES
Net revenues increased by approximately $3.4 million, or 9.3%, to $40.3
million for the three months ended March 31, 2000 compared to $36.8 million for
the same period in 1999. The increase in net revenues resulted from increases in
casino revenues and food, beverage and entertainment revenues. Net revenues for
the three months ended March 31, 2000 include $1.6 million of income from its
unconsolidated affiliate, the Silver Legacy Joint Venture. The Company did not
recognize income from its unconsolidated affiliate in the 1999 comparable period
as a result of a priority allocation to Galleon, Inc. pursuant to the Joint
Venture Agreement.
Casino revenues increased by approximately $1.7 million, or 7.0%,
to $25.8 million for the three months ended March 31, 2000 compared to $24.1
million for the same period in 1999. The increase in casino revenues was
primarily due to increased gaming volume and hold percentage from table games
and slots as compared to the previous period.
Food, beverage and entertainment revenues increased by approximately
$0.9 million, or 7.9%, to $12.0 million for the three months ended March 31,
2000 compared to $11.1 million during the same period in 1999. The increase
in food, beverage and entertainment revenue was due primarily to the opening
of the BuBinga Lounge in December 1999 and The Eldorado Coffee Company in
January 2000.
Hotel revenues increased by approximately $0.3 million, or 6.9%, to
$4.0 million for the three months ended March 31, 2000 compared to $3.8 million
during the same period in 1999. The increase was due primarily to an increase in
the Company's average daily rate ("ADR") to approximately $54 in the first
quarter of 2000 from approximately $50 in the first quarter of 1999, which was
partially offset by a slight decrease in the Company's hotel occupancy rate to
90% in the 2000 period, as compared to 91% in the 1999 period.
Promotional allowances, expressed as a percentage of casino revenues,
were 16.7% for the first quarter of 2000 compared to 15.8% for the same period
in 1999.
12
<PAGE>
OPERATING EXPENSES
The Company's operating expenses increased by approximately $1.7
million, or 5.3%, to $34.3 million for the three months ended March 31, 2000
from $32.6 million during the same period in 1999. This increase is primarily
attributable to an increase in casino, food, beverage and entertainment
expenses.
Casino expenses increased by approximately $0.6 million, or 5.0%, to
$12.4 million for the three months ended March 31, 2000 from $11.8 million
during the same period in 1999 due to an increase in the Company's promotional
expenditures.
Food, beverage and entertainment expenses increased by approximately
$0.7 million, or 9.6%, to approximately $8.3 million for the three months ended
March 31, 2000 from approximately $7.5 million during the same period in 1999.
The increase is primarily due to the opening of the BuBinga Lounge in December
1999 and an increase in food cost of sales and payroll expenditures.
Hotel expenses increased by approximately 5%, to $1.8 million for the
three months ended March 31, 2000 from $1.7 million during the same period in
1999 primarily due to a slight increase in payroll expenditures.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES
Selling, general and administrative expenses and management fees
increased by 4.6% to $7.6 million for the three months ended March 31, 2000
from $7.3 million during the same period in 1999 primarily as a result of
increases in advertising, professional services and payroll expenditures for
the three months ended March 31, 2000 as compared to the 1999 period.
DEPRECIATION
Depreciation for the three months ended March 31, 2000 was $3.4 million
compared to $3.5 million for the same period in 1999, a decrease of 2.4%, due to
some assets becoming fully depreciated.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
increased 3.7% to $3.4 million in the first quarter of 2000 compared to $3.2
million for the same period in 1999 primarily as a result of an increase in
the average outstanding borrowings in the first quarter of 2000, as compared
to the same period in 1999.
NET INCOME
As a result of the factors described above, net income for the three
months ended March 31, 2000 increased by 152.4% to $2.5 million compared to $1.0
million during the same period in 1999.
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 comparable at $7.7 million for the three months
ended March 31, 2000 and 1999. Net cash provided by operating activities was
$0.5 million for the three months ended March 31, 2000 compared to net cash
provided by operating activities of $4.7 million during the same period of the
prior year.
13
<PAGE>
At March 31, 2000, the Company had $7.7 million of cash and cash
equivalents and $4.8 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
$32.8 million on March 31, 2000 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, 2000, the Company had outstanding (i) $100 million in
aggregate principal amount 10 1/2% Notes, (ii) $27 million of borrowings and an
additional $1.0 million of letters of credit under the Credit Facility and (iii)
$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. No distributions were made by Resorts to its members during
the quarter ended March 31, 2000 and as compared to $1.2 million for the
quarter ended March 31, 1999.
During the three months ended March 31, 2000, 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, 2000 were $2.6
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.
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. These statements can be identified by the fact that they do
not relate strictly to historical or current facts. The Company has based
these forward-looking statements on its current expectations about future
events. These forward-looking statements include statements with respect to
the Company's beliefs, plans, objectives, goals, expectations, anticipations,
intentions, financial condition, results of operations, future performance
and business, including, current and future operations and statements that
include the words "may," "could," "should," "would," "believe," "expect,"
"anticipate," "estimate," "intend," "plan" or similar expressions. Such
statements include information relating to capital spending, financing
sources and the 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).
Additional information concerning potential factors that we think could cause
our actual results to differ materially from expected and historical results
is included under the caption " Factors that May Affect the Company's Future
Results" in Item 1 of our annual report on Form 10-K for the year ended
December 31, 1999. This statement is provided as permitted by the Private
Securities Litigation Reform Act of 1995.
14
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not applicable.
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, 2000
10 AMENDMENT NO. 1, TO THE AMENDED
AND RESTATED CREDIT AGREEMENT,
DATED NOVEMBER 24, 1997, BY AND
AMONG CIRCUS AND ELDORADO JOINT
VENTURE, THE BANKS NAMED THEREIN
AND BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION AS
ADMINISTRATIVE AGENT.
(INCORPORATED BY REFERENCE TO
EXHIBIT 10 (W) TO THE ANNUAL
REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED JANUARY 1, 2000
OF MANDALAY RESORT GROUP -
COMMISSION FILE NO. 1-8570).
(b) REPORTS ON FORM 8-K
NO REPORT ON FORM 8-K WAS FILED DURING THE PERIOD
COVERED BY THIS REPORT.
15
<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 11, 2000 By: /s/ Donald L. Carano
------------------------------------
Donald L. Carano
Chief Executive Officer, President and
Presiding Manager
Date: May 11, 2000 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 11, 2000 By: /s/ Donald L. Carano
-----------------------------------
Donald L. Carano
President
Date: May 11, 2000 By: /s/ Gene R. Carano
-----------------------------------
Gene R. Carano
Treasurer (Principal Financial and
Accounting Officer)
16
<PAGE>
EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
27 Financial Data Schedule
17
<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-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 7,725
<SECURITIES> 1,995
<RECEIVABLES> 7,194
<ALLOWANCES> 2,158
<INVENTORY> 3,304
<CURRENT-ASSETS> 19,689
<PP&E> 249,704
<DEPRECIATION> 96,593
<TOTAL-ASSETS> 231,024
<CURRENT-LIABILITIES> 13,203
<BONDS> 128,873
0
0
<COMMON> 0
<OTHER-SE> 82,075
<TOTAL-LIABILITY-AND-EQUITY> 231,024
<SALES> 0
<TOTAL-REVENUES> 40,278
<CGS> 0
<TOTAL-COSTS> 34,016
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 309
<INTEREST-EXPENSE> 3,350
<INCOME-PRETAX> 2,542
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,542
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
