<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, 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
---------------------------------------------------------------------
(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 10, 2000: 2,500 shares.
<PAGE>
ELDORADO RESORTS LLC
ELDORADO CAPITAL CORP.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS................................................................2
Condensed Consolidated Balance Sheets...............................................2
Condensed Consolidated Statements of Income and Comprehensive Income................4
Consolidated Statements of Members' Equity..........................................5
Condensed Consolidated Statements of Cash Flows.....................................6
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
RISKS............................................................................15
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................16
SIGNATURES...............................................................................................17
</TABLE>
1
<PAGE>
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------------- --------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 6,955 $ 9,005
Marketable securities.......................................... 289 2,239
Accounts receivable, net....................................... 4,557 4,665
Inventories.................................................... 3,484 3,361
Prepaid expenses............................................... 1,660 1,760
-------------------- --------------------
Total current assets...................................... 16,945 21,030
Investment in joint venture............................................ 59,320 49,673
Property and equipment, net........................................... 149,240 153,939
Other assets, net...................................................... 6,966 7,136
-------------------- --------------------
Total assets.............................................. $ 232,471 $ 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>
SEPTEMBER 30, DECEMBER 31,
2000 1999
----------------- ------------------
(unaudited)
<S> <C> <C>
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Current portion of long-term debt..................................... $ 16,780 $ 262
Current portion of capital lease obligations.......................... 209 686
Accounts payable...................................................... 4,825 3,703
Construction and retention payables................................... 43 1,588
Interest payable...................................................... 1,385 3,961
Accrued payroll, taxes and other accruals............................. 7,176 7,026
----------------- ------------------
Total current liabilities............................................. 30,418 17,226
Long-term debt, less current portion......................................... 101,730 127,942
Capital lease obligations, less current portion.............................. - 88
Other liabilities............................................................ 1,581 1,481
----------------- ------------------
Total liabilities..................................................... 133,729 146,737
Minority interest............................................................ 5,632 5,264
Members' equity.............................................................. 93,115 78,654
Other Comprehensive Income/(Loss)............................................ (5) 1,123
----------------- ------------------
Total Equity.......................................................... 93,110 79,777
Total liabilities and members' equity................................. $ 232,471 $ 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
AND COMPREHENSIVE INCOME
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2000 1999 2000 1999
-------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Operating Revenues:
Casino............................................... $ 33,291 $ 31,799 $ 88,327 $ 84,979
Food, beverage and entertainment .................... 13,808 13,181 38,532 36,442
Hotel................................................ 5,197 5,240 14,013 13,722
Equity in net income of unconsolidated affiliate..... 3,947 - 9,647 -
Other................................................ 1,452 1,841 3,952 5,057
-------------- ------------ ------------- -------------
57,695 52,061 154,471 140,200
Less: Promotional allowances....................... (4,867) (4,446) (13,394) (12,328)
-------------- ------------ ------------- -------------
Net revenues................................... 52,828 47,615 141,077 127,872
Operating Expenses:
Casino................................................ 14,730 13,974 40,117 38,067
Food, beverage and entertainment ..................... 9,141 9,241 25,970 25,093
Hotel................................................. 2,167 1,910 6,048 5,560
Other................................................. 754 1,193 2,386 3,034
Selling, general and administrative................... 7,889 7,686 22,443 21,926
Management fees....................................... 447 530 1,343 1,439
Depreciation.......................................... 3,385 3,364 10,137 10,276
-------------- ------------ ------------- -------------
Total operating expenses....................... 38,513 37,898 108,444 105,395
-------------- ------------ ------------- -------------
Operating Income............................................ 14,315 9,717 32,633 22,477
Gain on Sale of Marketable Securities....................... 172 - 172 -
Interest Expense, net....................................... (3,236) (2,838) (9,866) (9,198)
-------------- ------------ ------------- -------------
Net Income Before Minority Interest......................... 11,251 6,879 22,939 13,279
Minority Interest in Net (Income)
of Subsidiary (Note 5)................................... (151) - (368) -
-------------- ------------ ------------- -------------
Net Income..................................... $ 11,100 $ 6,879 $ 22,571 $ 13,279
============== ============ ============= =============
Unrealized Loss on Securities:
Unrealized holding loss arising during period.......... (250) - (1,128) -
Less: reclassification adjustment for gains included in
net income.......................................... (172) - (172) -
-------------- ------------ ------------- -------------
Comprehensive Income........................... $ 10,678 $ 6,879 $ 21,271 $ 13,279
============== ============ ============= =============
</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..................................................................................... 22,571
Distributions.................................................................................. (8,110)
Other Comprehensive Income/(Loss).............................................................. (1,128)
---------------
BALANCE, September 30, 2000......................................................................... $ 93,110
===============
</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,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income......................................................................... $ 22,571 $ 13,279
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation................................................................... 10,137 10,276
Equity in net income of unconsolidated affiliate............................... (9,647) -
Minority interest in net income of unconsolidated affiliate.................... 368 -
Gain on sale of property and equipment......................................... (33) (53)
Gain on sale of marketable securities.......................................... (172) -
Decrease (Increase) in--
Accounts receivable, net ...................................................... 108 (632)
Note receivable................................................................ - 377
Inventories.................................................................... (123) 25
Prepaid expenses............................................................... 100 212
Other assets, net.............................................................. 170 394
Increase (Decrease) in--
Accounts payable, construction and retention payables, interest payable,
accrued payroll, taxes and other accruals................................. (2,749) (363)
------------- -------------
Net cash provided by operating activities...................................... 20,730 23,515
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............................................ (5,521) (3,323)
Proceeds from sale of marketable securities.................................... 994 -
Proceeds from sale of property and equipment................................... 116 232
------------- -------------
Net cash used in investing activities.......................................... (4,411) (3,091)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and other debt......................................... 14,000 12,000
Principal payments on long-term and other debt................................. (24,259) (29,152)
Distributions.................................................................. (8,110) (6,600)
------------- -------------
Net cash used in financing activities.......................................... (18,369) (23,752)
------------- -------------
DECREASE IN CASH AND CASH EQUIVALENTS...................................................... (2,050) (3,328)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD......................................................................... 9,005 8,087
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................... $ 6,955 $ 4,759
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period for interest............................................... $ 12,022 $ 11,575
============= =============
</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, 2000 and the
results of operations and cash flows for the three and nine month periods ended
September 30, 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 (in
thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
(UNAUDITED)
------------------------------- -------------------------------
COST MARKET COST MARKET
<S> <C> <C> <C> <C>
Common Stock 294 289 1,116 2,239
</TABLE>
During the three months ended September 30, 2000, the Company sold 850,400
shares of marketable securities for proceeds of $994,000. A gain of $172,000
was recognized on this sale. Prior to the sale of these securities, the
Company recognized an unrealized loss of $173,000 which is included as a
component of "unrealized holding loss" included in computing Other
Comprehensive Income.
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.
7
<PAGE>
4. Long Term Debt and Notes Payable
Long term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(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
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 Base rate at September 30, 2000 and
December 31, 1999 was 9.50% and 8.50%, respectively,
and the Eurodollar rate at September 30, 2000 and December 31,
1999 was 6.62% and 5.83%, respectively) due July 31, 2001;
secured by substantially all real property............................... 16,500 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............ 1,900 2,076
Notes Payable, Other..................................................... 110 128
---------- ---------
118,510 128,204
Less--Current Maturities................................................. (16,280) (262)
---------- ---------
$ 102,230 $ 127,942
========= =========
</TABLE>
Total interest expense for the first nine months of 2000 and 1999 was
$9.9 million and $9.2 million, respectively.
The amount of credit available pursuant to the Credit Facility reduced
to approximately $29.7 million on September 30, 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 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 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,
2000 1999
----------------- ---------------
(unaudited)
<S> <C> <C>
Current assets..................................................... $ 21,799 $ 22,638
Property and equipment, net........................................ 292,122 300,258
Other assets....................................................... 1,089 1,315
----------------- ---------------
Total assets.............................................. $ 315,010 $ 324,211
================= ===============
Current liabilities................................................ $ 21,569 $ 13,564
Long term liabilities.............................................. 162,500 174,000
Partners' equity................................................... 130,941 136,647
----------------- ---------------
Total liabilities and partners' equity.................... $ 315,010 $ 324,211
================= ===============
</TABLE>
Summarized results of operations (in thousands)(unaudited):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Net Revenues............... $ 50,436 $ 49,155 $ 138,818 $ 130,792
Operating Expenses......... (38,565) (37,434) (108,046) (104,871)
---------------- ---------------- ----------------- ----------------
Operating Income........... 11,871 11,721 30,772 25,921
Other (Expense)............ (3,977) (4,006) (11,478) (12,362)
---------------- ---------------- ----------------- ----------------
Net Income................. $ 7,894 $ 7,715 $ 19,294 $ 13,559
================ ================ ================= ================
</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").
The following discussion of the Company's operations relates to the
Eldorado except as otherwise indicated.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1999
NET REVENUES
Net revenues increased by approximately $5.2 million, or 11.0%, to
$52.8 million for the three months ended September 30, 2000 compared to $47.6
million for the same period in 1999. The increase included increases in
casino and food, beverage and entertainment revenues. The principal
contributor to the increase was $3.9 million of income from our
unconsolidated affiliate, the Silver Legacy Joint Venture. The Company did
not recognize any income from this unconsolidated affiliate in the 1999
comparable period as a result of a priority allocation to the other joint
venture partner pursuant to the Joint Venture Agreement.
Casino revenues increased by approximately $1.5 million, or 4.7%,
to $33.3 million for the three months ended September 30, 2000 compared to
$31.8 million for the same period in 1999. The principal contributor to this
increase was slot revenue which benefited from an increase in gaming volume.
Additionally, an increase in the number of lower denomination slots produced
an increased slot hold percentage as compared to the previous period.
Food, beverage and entertainment revenues increased by approximately
$0.6 million, or 4.8%, to $13.8 million for the three months ended September 30,
2000 compared to $13.2 million during the same period in 1999. The increase was
primarily due to the opening of the BuBinga Lounge in December 1999 and the
opening of The Eldorado Coffee Company in January 2000.
Hotel revenues were comparable at $5.2 million for the three months
ended September 30, 2000 and 1999. The Eldorado's average daily rate and hotel
occupancy rate was approximately $68 and 93% in the third quarter of 2000 as
compared to approximately $66 and 96% in the third quarter of 1999.
Promotional allowances, expressed as a percentage of casino revenues,
were 14.6% for the third quarter of 2000 compared to 14.0% for the same period
in 1999.
11
<PAGE>
OPERATING EXPENSES
The Company's operating expenses increased by approximately $0.6
million, or 1.6%, to $38.5 million for the three months ended September 30, 2000
from $37.9 million during the same period in 1999. This increase is primarily
attributable to an increase in casino and hotel expenses offset by a reduction
in year 2000 compliance expenditures and retail cost of sales.
Casino expenses increased by approximately $0.8 million, or 5.4%, to
$14.7 million for the three months ended September 30, 2000 from $14.0 million
during the same period in 1999 due to an increase in slot promotional and
charter bus expenditures.
Food, beverage and entertainment expenses decreased by approximately
$0.1 million, or 1.1%, to approximately $9.1 million for the three months ended
September 30, 2000 from approximately $9.2 million during the same period in
1999. The decrease is primarily due to decreases in entertainment professional
services and advertising expenditures offset by the addition of the BuBinga
Lounge in December 1999.
Hotel expenses increased by approximately $0.3 million, or 13.5%, to
$2.2 million for the three months ended September 30, 2000 compared with $1.9
million during the same period in 1999. The increase is primarily related to an
increase in payroll expenditures and amenities in the Eldorado's hotel rooms.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES
Selling, general and administrative expenses and management fees
increased by approximately 1.5% to $8.3 million for the three months ended
September 30, 2000 from $8.2 million during the same period in 1999. The
increase is primarily due to an increase in advertising expenditures.
DEPRECIATION
Depreciation was comparable at $3.4 million for the three months ended
September 30, 2000 and 1999.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
increased approximately $0.4 million, or 14.0%, to $3.2 million in the third
quarter of 2000 compared to $2.8 million for the same period in 1999 primarily
as a result of an increase in the average outstanding borrowings in the third
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 September 30, 2000 increased by approximately $4.2 million, or
61.4%, to $11.1 million compared to $6.9 million during the same period in 1999.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1999
NET REVENUES
Net revenues increased by approximately $13.2 million, or 10.3%, to
$141.1 million for the nine months ended September 30, 2000 compared to
$127.9 million for the same period in 1999. The increase included an increase
in casino and food, beverage and entertainment revenues. The principal
contributor to the increase was $9.6 million of income from our
unconsolidated affiliate, the Silver Legacy Joint Venture. The Company did
not recognize any income from this unconsolidated affiliate for the nine
months ended September 30, 1999 as the result of a priority allocation to the
other joint venture partner pursuant to the Joint Venture Agreement.
Casino revenues increased by approximately $3.3 million, or 3.9%, to
$88.3 million for the nine months ended September 30, 1999 compared to $85.0
million for the same period in 1999. The principal contributor to this
increase was slot revenue which benefited from an increase in gaming volume.
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Additionally, an increase in the number of lower denomination slots produced
an increased slot hold percentage as compared to the previous period.
Food, beverage and entertainment revenues increased by approximately
$2.1 million, or 5.7%, to $38.5 million for the nine months ended September 30,
2000 compared to $36.4 million during the same period in 1999. The increase is
primarily a result of the opening of the BuBinga Lounge in December 1999 and the
opening of The Eldorado Coffee Company in January 2000.
Hotel revenues increased by approximately $0.3 million, or 2.1%, to
$14.0 million for the nine months ended September 30, 2000 compared to $13.7
million during the same period in 1999. The increase was due primarily to the
Eldorado's average daily rate of approximately $61 in the 2000 period as
compared to approximately $59 in the 1999 period, offset by a slight decrease in
the hotel occupancy to approximately 93% in the 2000 period as compared to
approximately 94% in the 1999 period. The presence of the WIBC bowling
tournament in the 2000 period and the absence of such an event in the 1999
period was a contributing factor in the increase of the Company's average daily
rate.
Promotional allowances, expressed as a percentage of casino revenues,
were 15.2% for the nine months ended September 30, 2000 compared to 14.5% for
the same period in 1999.
OPERATING EXPENSES
The Company's operating expenses increased by approximately $3.0
million, or 2.9%, to $108.4 million for the nine months ended September 30, 2000
from $105.4 million during the same period in 1999. This increase is primarily
attributable to an increase in casino and food, beverage and entertainment
expenses.
Casino expenses increased by approximately $2.1 million, or 5.4%, to
$40.1 million for the nine months ended September 30, 2000 from $38.1 million
during the same period in 1999 primarily due to an increase in slot promotional
and charter bus expenditures.
Food, beverage and entertainment expenses increased by approximately
$0.9 million, or 3.5%, to $26.0 million for the nine months ended September 30,
2000 from approximately $25.1 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 $0.5 million, or 8.8%, to
$6.0 million for the nine months ended September 30, 2000 from $5.6 million
during the same period in 1999. The increase is primarily related to an increase
in payroll expenditures and amenities in the Eldorado's hotel rooms.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES
Selling, general and administrative expenses and management fees
increased by 1.8% to $23.8 million for the nine months ended September 30, 2000
compared to $23.4 million during the same period in 1999 primarily due to an
increase in payroll expenditures.
DEPRECIATION
Depreciation for the nine months ended September 30, 2000 was $10.1
million compared to $10.3 million for the same period in 1999, a decrease of
1.4% due to certain assets becoming fully depreciated.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
increased by approximately $0.7 million, or 7.3%, to $9.9 million for the nine
months ended September 30, 2000 compared to $9.2 million for the same period in
1999 primarily as a result of an increase in the average outstanding borrowings
during the first nine months of 2000, as compared to the same period in 1999.
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NET INCOME
As a result of the factors described above, net income for the nine
months ended September 30, 2000 increased by approximately $9.3 million, or
70.0%, to $22.6 million compared to $13.3 million during the same period in
1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity and capital resources have
been its 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
$33.1 million for the nine months ended September 30, 2000, as compared to $32.8
million during the same period in 1999. Net cash provided by operating
activities was $20.7 million for the nine months ended September 30, 2000
compared to $23.5 million for the same period of the prior year.
At September 30, 2000, the Company had approximately $7.0 million of
cash and cash equivalents and, after giving effect to then outstanding
borrowings and letters of credit, it had approximately $12.2 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"). The amount of
credit available pursuant to the Credit Facility reduced to approximately
$29.7 million on September 30, 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. The Company anticipates refinancing the Credit Facility at
maturity.
As of September 30, 2000, the Company had outstanding (i) $100 million
in aggregate principal amount of 10 1/2% Notes, (ii) $16.5 million of borrowings
and an additional $0.9 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, 2000, Resorts made distributions of $8.1 million
to its members as compared to $6.6 million during the same period in 1999.
During the nine months ended September 30, 2000, the Company's
principal uses of the funds remaining after the aforementioned distributions
related to debt service and recurring capital expenditures. Total capital
expenditures for the nine months ended September 30, 2000 were $5.5 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 its available 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
14
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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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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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, 2000
(b) REPORTS ON FORM 8-K
NO REPORT ON FORM 8-K WAS FILED DURING THE PERIOD COVERED BY
THIS REPORT.
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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 10, 2000 By: /S/ DONALD L. CARANO
---------------------------------------
Donald L. Carano
Chief Executive Officer, President and
Presiding Manager
Date: November 10, 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: November 10, 2000 By: /S/ DONALD L. CARANO
---------------------------------------
Donald L. Carano
President
Date: November 10, 2000 By: /S/ GENE R. CARANO
---------------------------------------
Gene R. Carano
Treasurer (Principal Financial and
Accounting Officer)
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EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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27 Financial Data Schedule
18
