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, 2002.
OR
| o |
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 333-87202
| CIRCUS AND ELDORADO JOINT VENTURE SILVER LEGACY CAPITAL CORP. | ||
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| (Exact names of registrants as specified in their charters) | ||
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| Nevada |
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88-0310787 |
| Nevada |
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71-0868362 |
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| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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| 407 North Virginia Street, Reno, Nevada 89501 | ||
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| (Address of principal executive offices, including zip code) | ||
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| (800) 687-7733 | ||
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| (Registrants’ telephone number, including area code) | ||
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| Not Applicable | ||
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| (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 |
o |
Indicate by check mark whether either of the registrants is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
| Yes |
o |
No |
x |
Number of shares of common stock of Silver Legacy Capital Corp. outstanding at November 14, 2002: 2,500 shares.
CIRCUS AND ELDORADO JOINT VENTURE
SILVER LEGACY CAPITAL CORP.
FORM 10-Q
INDEX
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Page No. | ||
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| PART I. FINANCIAL INFORMATION |
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Item 1. |
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Unaudited Condensed Consolidated Balance Sheets as of |
3 |
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5 | |
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6 | |
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7 | |
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Unaudited Notes to Condensed Consolidated Financial Statements |
8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11 |
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Item 3. |
18 | |
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Item 4. |
18 | |
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| PART II. OTHER INFORMATION |
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Item 6. |
19 | |
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| 21 | |||
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| 22 | |||
2
CIRCUS AND ELDORADO JOINT VENTURE
(doing business as Silver Legacy Resort Casino)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
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September 30, |
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December 31, |
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| ASSETS |
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| CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
15,480 |
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$ |
12,256 |
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Accounts receivable, net |
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4,493 |
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4,300 |
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Interest rate swap receivable |
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2,419 |
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— |
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Inventories |
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1,628 |
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1,877 |
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Prepaid expenses and other |
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4,216 |
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3,186 |
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Total current assets |
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28,236 |
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21,619 |
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| PROPERTY AND EQUIPMENT, NET |
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274,439 |
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280,975 |
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| OTHER ASSETS, NET |
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6,995 |
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575 |
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Total Assets |
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$ |
309,670 |
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$ |
303,169 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CIRCUS AND ELDORDO JOINT VENTURE
(doing business as Silver Legacy Resort Casino)
UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS
(In thousands)
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September 30, |
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December 31, |
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| LIABILITIES AND PARTNERS’ EQUITY |
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| CURRENT LIABILITIES: |
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Current portion of long-term debt |
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$ |
— |
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$ |
10,000 |
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Accounts payable |
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4,608 |
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3,797 |
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Accrued interest |
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1,291 |
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130 |
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Accrued and other liabilities |
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8,824 |
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8,650 |
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Accrued guarantee fees to related party |
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— |
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185 |
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Total current liabilities |
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14,723 |
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22,762 |
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| LONG-TERM DEBT, LESS CURRENT PORTION |
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177,414 |
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135,000 |
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| OTHER LONG-TERM LIABILITIES |
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528 |
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— |
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Total liabilities |
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192,665 |
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157,762 |
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| PARTNERS’ EQUITY |
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117,005 |
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145,407 |
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Total Liabilities and Partners’ Equity |
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$ |
309,670 |
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$ |
303,169 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
CIRCUS AND ELDORADO JOINT VENTURE
(doing business as Silver Legacy Resort Casino)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
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Three Months |
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Nine Months |
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2002 |
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2001 |
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2002 |
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2001 |
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| OPERATING REVENUES: |
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Casino |
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$ |
27,085 |
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$ |
26,803 |
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$ |
73,211 |
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$ |
75,777 |
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Rooms |
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10,738 |
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10,640 |
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27,766 |
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29,848 |
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Food and beverage |
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10,117 |
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9,361 |
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27,461 |
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27,206 |
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Other |
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2,492 |
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2,221 |
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6,677 |
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5,708 |
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50,432 |
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49,025 |
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135,115 |
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138,539 |
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Less: promotional allowances |
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(4,316 |
) |
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(3,764 |
) |
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(11,291 |
) |
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(11,091 |
) | |
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Net operating revenues |
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46,116 |
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45,261 |
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123,824 |
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127,448 |
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| OPERATING EXPENSES: |
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Casino |
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12,824 |
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12,172 |
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36,562 |
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37,100 |
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Rooms |
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3,106 |
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3,206 |
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8,568 |
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9,168 |
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Food and beverage |
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6,785 |
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6,794 |
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16,888 |
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17,564 |
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Other |
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2,055 |
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1,824 |
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4,850 |
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4,304 |
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Selling, general and administrative |
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7,919 |
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8,165 |
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22,257 |
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22,667 |
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Depreciation |
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3,026 |
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3,028 |
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9,065 |
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9,053 |
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Loss on sale of assets |
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3 |
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— |
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3 |
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4 |
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Total operating expenses |
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35,718 |
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35,189 |
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98,193 |
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99,860 |
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| OPERATING INCOME |
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10,398 |
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10,072 |
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25,631 |
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27,588 |
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| OTHER (INCOME) EXPENSE: |
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| Insurance settlement proceeds |
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— |
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— |
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— |
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(225 |
) | ||
| Interest income |
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(5 |
) |
|
(27 |
) |
|
(27 |
) |
|
(102 |
) | ||
| Interest expense, net |
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4,006 |
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3,211 |
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11,160 |
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11,003 |
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| Loss on early redemption of debt |
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— |
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— |
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|
134 |
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— |
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| Interest rate swap (income) expense |
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(2,256 |
) |
|
(486 |
) |
|
(2,419 |
) |
|
348 |
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| Other expense |
|
|
77 |
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— |
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|
77 |
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— |
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Total other (income) expense |
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1,822 |
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2,698 |
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8,925 |
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11,024 |
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| Income before cumulative effect of change in accounting principle |
|
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8,576 |
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7,374 |
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16,706 |
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16,564 |
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| Cumulative effect of change in accounting principle |
|
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— |
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— |
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— |
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(327 |
) | ||
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NET INCOME |
|
$ |
8,576 |
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$ |
7,374 |
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$ |
16,706 |
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$ |
16,237 |
| |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CIRCUS AND ELDORADO JOINT VENTURE
(doing business as Silver Legacy Resort Casino)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(In thousands)
|
|
|
Galleon, Inc. |
|
Eldorado Resorts, LLC |
|
Total |
| ||||
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|
|
|
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|
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| BALANCE, December 31, 2001 |
|
$ |
73,755 |
|
$ |
71,652 |
|
$ |
145,407 |
| |
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Net income |
|
|
8,353 |
|
|
8,353 |
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|
16,706 |
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Partners’ distributions |
|
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(28,605 |
) |
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(16,503 |
) |
|
(45,108 |
) |
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|
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| BALANCE, September 30, 2002 |
|
$ |
53,503 |
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