<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 June 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
---------------------------
ELDORADO CAPITAL CORP.
---------------------------
(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
--------------------------------------------------
(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 August
10, 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......................................................................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.................................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..................................................................................16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................................17
SIGNATURES...........................................................................................18
</TABLE>
1
<PAGE>
FINANCIAL INFORMATION
Item 1. Financial Statements.
ELDORADO RESORTS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................... $ 7,284 $ 9,005
Marketable securities........................................ 1,361 2,239
Accounts receivable, net..................................... 5,191 4,665
Inventories.................................................. 3,419 3,361
Prepaid expenses............................................. 1,581 1,760
------------ ------------
Total current assets.................................... 18,836 21,030
Investment in joint venture.......................................... 55,373 49,673
Property and equipment, net......................................... 151,294 153,939
Other assets, net.................................................... 6,788 7,136
------------ ------------
Total assets............................................ $ 232,291 $ 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>
June 30, December 31,
2000 1999
------------ ------------
(unaudited)
LIABILITIES AND MEMBERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion of long-term debt................................... $ 275 $ 262
Current portion of capital lease obligations........................ 384 686
Accounts payable.................................................... 3,498 3,703
Construction and retention payables................................. 43 1,588
Interest payable.................................................... 3,961 3,961
Note payable to related party....................................... 1,450 -
Accrued payroll, taxes and other accruals.......................... 6,789 7,026
------------ ------------
Total current liabilities........................................... 16,400 17,226
Long-term debt, less current portion....................................... 121,802 127,942
Capital lease obligations, less current portion............................ 2 88
Other liabilities.......................................................... 1,547 1,481
------------ ------------
Total liabilities................................................... 139,751 146,737
Minority interest.......................................................... 5,481 5,264
Members' equity............................................................ 86,814 78,654
Other Comprehensive Income ................................................ 245 1,123
------------ ------------
Total Equity........................................................ 87,059 79,777
Total liabilities and members' equity............................... $ 232,291 $ 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 Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating Revenues:
Casino................................................. $ 29,266 $ 29,088 $ 55,036 $ 53,180
Food, beverage and entertainment ...................... 12,693 12,115 24,724 23,261
Hotel.................................................. 4,791 4,715 8,816 8,482
Equity in net income of unconsolidated affiliate....... 4,104 - 5,700 -
Other.................................................. 1,339 1,582 2,500 3,216
---------- ---------- ---------- ----------
52,193 47,500 96,776 88,139
Less: Promotional allowances......................... (4,222) (4,079) (8,527) (7,882)
---------- ---------- ---------- ----------
Net revenues...................................... 47,971 43,421 88,249 80,257
Operating Expenses:
Casino.................................................. 13,017 12,312 25,387 24,093
Food, beverage and entertainment ....................... 8,556 8,303 16,829 15,852
Hotel................................................... 2,048 1,905 3,881 3,650
Other................................................... 775 1,057 1,632 1,841
Selling, general and administrative..................... 7,388 7,384 14,554 14,240
Management fees......................................... 446 485 896 909
Depreciation............................................ 3,376 3,453 6,752 6,912
---------- ---------- ---------- ----------
Total operating expenses......................... 35,606 34,899 69,931 67,497
---------- ---------- ---------- ----------
Operating Income.............................................. 12,365 8,522 18,318 12,760
Interest Expense, net......................................... (3,280) (3,129) (6,630) (6,360)
---------- ---------- ---------- ----------
Net Income Before Minority Interest........................... 9,085 5,393 11,688 6,400
Minority Interest in Net (Income)
of Subsidiary (Note 5).................................... (156) - (217) -
---------- ---------- ---------- ----------
Net Income...................................... $ 8,929 $ 5,393 $ 11,471 $ 6,400
========== ========== ========== ==========
Decrease in Marketable Securities Value...................... (634) - (878) -
---------- ---------- ---------- ----------
Comprehensive Income............................ $ 8,295 $ 5,393 $ 10,593 $ 6,400
========== ========== ========== ==========
</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..................................................................................... 11,471
Distributions.................................................................................. (3,311)
Other Comprehensive Income/(Loss).............................................................. (878)
----------
BALANCE, June 30, 2000.............................................................................. $ 87,059
==========
</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>
Six Months Ended
June 30,
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income...................................................................... $ 11,471 $ 6,400
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation................................................................ 6,752 6,912
Equity in net income of unconsolidated affiliate............................ (5,700) -
Minority interest in net income of unconsolidated affiliate................. 217 -
(Gain) loss on sale of property and equipment............................... 5 (53)
Decrease (Increase) in--
Accounts receivable, net ................................................... (526) (484)
Note receivable............................................................. - 135
Inventories................................................................. (58) (178)
Prepaid expenses............................................................ 179 445
Other assets, net........................................................... 348 272
Increase (Decrease) in-
Accounts payable, construction and retention payables, interest payable,
accrued payroll, taxes and other accruals.............................. (1,921) 1,484
Note payable to related party............................................... 1,450 -
---------- ----------
Net cash provided by operating activities................................... 12,217 14,933
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment......................................... (4,162) (2,515)
Proceeds from sale of property and equipment................................ 50 232
---------- ----------
Net cash (used in) investing activities..................................... (4,112) (2,283)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and other debt...................................... 10,500 7,500
Principal payments on long-term and other debt.............................. (17,015) (18,649)
Distributions............................................................... (3,311) (3,100)
---------- ----------
Net cash (used in) financing activities..................................... (9,826) (14,249)
========== ==========
</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>
Six Months Ended
June 30,
-----------------------------
2000 1999
---------- ----------
<S> <C> <C>
(DECREASE) IN CASH AND CASH EQUIVALENTS................................................... $ (1,721) $ (1,599)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................. 9,005 8,087
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................................ $ 7,284 $ 6,488
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period for interest.............................................. $ 6,343 $ 6,079
========== ==========
</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 June 30, 2000 and the results
of operations and cash flows for the three and six month periods ended June 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:
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------------------- -------------------------
COST MARKET COST MARKET
------ -------- ------ --------
<S> <C> <C> <C> <C>
Common Stock 1,116 1,361 1,116 2,239
</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>
JUNE 30, 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 June 30, 2000 and 1999 was
6.64% and 5.20%, respectively, and the Base rate at June 30, 2000 and 1999 was
9.50% and 7.75%, respectively) due July 31, 2001; secured by substantially
all real property.............................................................. 20,000 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....................................................... 1,961 2,076
Notes Payable, Other........................................................... 116 128
---------- ----------
122,077 128,204
Less--Current Maturities....................................................... (275) (262)
---------- ----------
$ 121,802 $ 127,942
========== ==========
</TABLE>
Total interest expense for the first six months of 2000 and 1999 was $6.6
million and $6.4 million, respectively.
The amount of credit available pursuant to the Credit Facility reduced to
approximately $31.3 million on June 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.
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,
9
<PAGE>
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>
June 30, December 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
Current assets..................................................... $ 20,332 $ 22,638
Property and equipment, net........................................ 294,840 300,258
Other assets....................................................... 1,173 1,315
----------- -----------
Total assets.............................................. $ 316,345 $ 324,211
=========== ===========
Current liabilities................................................ $ 15,298 $ 13,564
Long term liabilities.............................................. 153,000 174,000
Partners' equity................................................... 148,047 136,647
----------- -----------
Total liabilities and partners' equity.................... $ 316,345 $ 324,211
=========== ===========
</TABLE>
Summarized results of operations (in thousands)(unaudited):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Revenues................... $ 48,667 $ 44,371 $ 88,382 $ 81,637
Operating Expenses............. (36,786) (35,362) (69,481) (67,438)
----------- ----------- ----------- -----------
Operating Income............... 11,881 9,009 18,901 14,199
Other (Expense)................ (3,673) (4,172) (7,501) (8,355)
----------- ----------- ----------- -----------
Net Income..................... $ 8,208 $ 4,837 $ 11,400 $ 5,844
=========== =========== =========== ===========
</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. 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 JUNE 30, 2000 COMPARED TO
THREE MONTHS ENDED JUNE 30, 1999
NET REVENUES
Net revenues increased by approximately $4.6 million, or 10.5%, to $48.0
million for the three months ended June 30, 2000 compared to $43.4 million
for the same period in 1999. The Company's increase in net revenues during
the three month period ending June 30, 2000 included increases in casino and
food, beverage and entertainment revenues. Additionally, net revenues for the
three months ended June 30, 2000 include $4.1 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 $0.2 million, or 0.6%, to
$29.3 million for the three months ended June 30, 2000 compared to $29.1
million for the same period in 1999. The increase in casino revenues was
primarily due to increased revenue from slots due to an increase in gaming
volume in lower denomination slots resulting in 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 $12.7 million for the three months ended June 30,
2000 compared to $12.1 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 increased by approximately $0.1 million, or 1.6%, to $4.8
million for the three months ended June 30, 2000 compared to $4.7 million
during the same period in 1999. The increase was due primarily to an increase
in the Eldorado's average daily rate and hotel occupancy rate to
approximately $62 and 96% in the second quarter of 2000 as compared to $61
and 95% in the second quarter of 1999. 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 and occupancy.
Promotional allowances expressed as a percentage of casino revenues were
14.4% for the second quarter of 2000 compared to 14.0% for the same period in
1999.
12
<PAGE>
OPERATING EXPENSES
The Company's operating expenses increased by approximately $0.7
million, or 2.0%, to $35.6 million for the three months ended June 30, 2000
from $34.9 million during the same period in 1999. This increase is primarily
attributable to an increase in casino and food, beverage and entertainment
expenses offset by a reduction in other expenses attributable to lower year
2000 expenses and retail cost of sales.
Casino expenses increased by approximately $0.7 million, or 5.7%, to
$13.0 million for the three months ended June 30, 2000 from $12.3 million
during the same period in 1999 due to an increase in the bad debt accrual and
charter buses.
Food, beverage and entertainment expenses increased by approximately
$0.3 million, or 3.0%, to approximately $8.6 million for the three months
ended June 30, 2000 from approximately $8.3 million during the same period in
1999. The increase is primarily due to increases in food cost of sales and
payroll expenditures and the addition of the BuBinga Lounge in December 1999.
Hotel expenses increased by approximately $0.1 million, or 7.5%, to $2.0
million for the three months ended June 30, 2000 compared with $1.9 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
decreased by approximately 0.4% to $7.8 million for the three months ended
June 30, 2000 from $7.9 million during the same period in 1999.
DEPRECIATION
Depreciation for the three months ended June 30, 2000 was approximately
$3.4 million compared to $3.5 million during the same period in 1999 due to
certain assets becoming fully depreciated.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
increased approximately $0.2 million, or 4.8%, to $3.3 million in the second
quarter of 2000 compared to $3.1 million for the same period in 1999
primarily as a result of an increase in the average outstanding borrowings in
the second 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 June 30, 2000 increased by approximately $3.5 million, or 65.6%,
to $8.9 million compared to $5.4 million during the same period in 1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO
SIX MONTHS ENDED JUNE 30, 1999
NET REVENUES
Net revenues increased by approximately $8.0 million, or 10.0%, to $88.2
million for the six months ended June 30, 2000 compared to $80.3 million for
the same period in 1999. The Company's increase in net revenues during the
2000 period included increases in casino and food, beverage and entertainment
revenues. Additionally, net revenues for the six months ended June 30, 2000
include $5.7 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 $1.9 million, or 3.5%, to
$55.0 million for the six months ended June 30, 2000 compared to $53.2
million for the same period in 1999. The increase in casino revenues was due
primarily to increased revenue from slots due to an increase in gaming volume
in lower denomination slots resulting in an increased slot hold percentage as
compared to the previous period.
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Food, beverage and entertainment revenues increased by approximately
$1.5 million, or 6.3%, to $24.7 million for the six months ended June 30,
2000 compared to $23.3 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 3.9%, to $8.8
million for the six months ended June 30, 2000 compared to $8.5 million
during the same period in 1999. The increase was due primarily to an increase
in the Eldorado's average daily rate to approximately $58 for the six months
ended June 30, 2000 as compared to $56 for the same period in 1999. Hotel
occupancy remained flat at 93%. 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
15.5% for the six months ended June 30, 2000 compared to 14.8% for the same
period in 1999.
OPERATING EXPENSES
The Company's operating expenses increased by approximately $2.4
million, or 3.6%, to $69.9 million for the six months ended June 30, 2000
from $67.5 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 $1.3 million, or 5.4%, to $25.4 million for
the six months ended June 30, 2000 from $24.1 million during the same period
in 1999 primarily due to an increase in slot promotional expenditures.
Food, beverage and entertainment expenses increased by approximately
$1.0 million, or 6.2%, to $16.8 million for the six months ended June 30,
2000 from approximately $15.9 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 $0.2 million, or 6.3%, to $3.9
million for the six months ended June 30, 2000 compared to $3.7 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 2.0% to $15.5 million for the six months ended June 30, 2000
compared to $15.1 million during the same period in 1999. The increase was
primarily due to increases in payroll expenditures for the six months ended
June 30, 2000 as compared to the 1999 period.
DEPRECIATION
Depreciation for the six months ended June 30, 2000 was $6.8 million
compared to $6.9 million for the same period in 1999, a decrease of 2.3% due
to certain assets becoming fully depreciated.
INTEREST EXPENSE, NET
Interest expense, net of capitalized interest and interest income,
increased by approximately $0.3 million, or 4.3%, to $6.6 million for the six
months ended June 30, 2000 compared to $6.4 million for the same period in
1999 primarily as a result of an increase in the average outstanding
borrowings during the first six months of 2000 as compared to the same period
in 1999.
NET INCOME
As a result of the factors described above, net income for the six
months ended June 30, 2000 increased by approximately $5.1 million, or 79.2%,
to $11.5 million compared to $6.4 million during the same period in 1999.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity and capital resources have
been through cash flow from operations, borrowings under various credit
agreements and the issuance in July 1996 of $100 million in aggregate
principal amount of 10 1/2% Senior Subordinated Notes due 2006 (the "10 1/2%
Notes"). Since 1996, the Company has completed several expansion and
remodeling projects, accounting for a significant use of cash flow from
operations and borrowed funds. The Company's earnings before interest, taxes,
depreciation and amortization as adjusted to exclude equity in net income of
its unconsolidated affiliate was $19.4 million for the six months ended June
30, 2000, as compared to $19.7 million during the same period in 1999. Net
cash provided by operating activities was $12.2 million for the six months
ended June 30, 2000 compared to $14.9 million for the same period of the
prior year.
At June 30, 2000, the Company had $7.3 million of cash and cash
equivalents and $10.3 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 $31.3 million on June 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.
As of June 30, 2000, the Company had outstanding (i) $100 million in
aggregate principal amount of 10 1/2% Notes, (ii) $20 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. For the six months ended June 30, 2000, Resorts made distributions of
$3.3 million to its members as compared to $3.1 million during the same
period in 1999.
During the six months ended June 30, 2000, the Company's principal uses
of funds were related to debt service and recurring capital expenditures.
Total capital expenditures for the six months ended June 30, 2000 were $4.2
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
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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.
<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 SIX MONTHS ENDED
JUNE 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: August 10, 2000 By: /s/ Donald L. Carano
---------------------------------------
Donald L. Carano
Chief Executive Officer, President and
Presiding Manager
Date: August 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: August 10, 2000 By: /s/ Donald L. Carano
---------------------------------------
Donald L. Carano
President
Date: August 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
27 Financial Data Schedule
19
