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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Commission file number 333-11811

ELDORADO RESORTS LLC
ELDORADO CAPITAL CORP.
(Exact names of registrants as specified in their charters)

345 North Virginia Street, Reno, Nevada 89501
(Address of principal executive offices, including zip code)

(775) 786-5700
(Registrants' 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 ý    No o

Number of shares of common stock of Eldorado Capital Corp. outstanding at November 14, 2002: 2,500 shares.

ELDORADO RESORTS LLC
ELDORADO CAPITAL CORP.

FORM 10-Q

TABLE OF CONTENTS

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PART I
FINANCIAL INFORMATION

Item 1. Financial Statements.

ELDORADO RESORTS LLC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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ELDORADO RESORTS LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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ELDORADO RESORTS LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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ELDORADO RESORTS LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated statements

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ELDORADO RESORTS LLC

UNAUDITED 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, 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, all of which are normal and recurring, necessary to present fairly the financial position of the Company as of September 30, 2002 and the results of operations and cash flows for the three and nine month periods ended September 30, 2002 and 2001. The results of operations for such periods are not necessarily indicative of the results to be expected for a full year. Certain reclassifications have been made to prior year financial information to conform with the current period presentation which have no effect on net income.

        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, 2001.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Impact of Recently Issued Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement applies to all entities and to all legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and the normal operation of a long-lived asset, except for certain obligations of lessees. This statement is effective for the Company's 2003 fiscal year and early adoption is permitted. The Company believes that the adoption of this statement will not have a material impact on its financial condition or results of operations.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement requires one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired and broadens the presentation of discontinued operations to include additional disposal transactions. This statement is effective for fiscal years and interim periods beginning after December 15, 2001. The Company therefore adopted SFAS No. 144 in January 2002. The Company periodically evaluates its long-lived assets for impairment. Adoption of SFAS No. 144 did not have a material impact on the Company's condensed consolidated financial statements.

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        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt." Under SFAS No. 4, all gains and losses from extinguishment of debt were required to be aggregated, if material, and classified as an extraordinary item, net of related income tax effect, on the statement of income. SFAS No. 145 requires all gains and losses from extinguishment of debt to be classified as extraordinary only if they meet the criteria of Accounting Principles Board ("APB") Opinion 30. This statement is effective for the Company's 2003 fiscal year and early adoption is permitted. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in APB Opinion 30 shall be reclassified. In May 2002, the Company adopted this statement and classified its fiscal 2002 gain on repurchase of bonds, net of unamortized bond fees, of $50,000 as a component of interest expense.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. A fundamental conclusion reached by the FASB in SFAS No. 146 is that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. This statement also establishes that fair value is the objective for initial measurement of the liability. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not expect the adoption of this statement to have a material impact on its condensed consolidated financial statements.

2.    Senior Subordinated Notes

        On July 31, 1996, Resorts and Capital (the "Issuers") sold $100,000,000 in aggregate principal amount of 10¹/2% 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 10¹/2% 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. The Company purchased $10.2 million and $2.0 million principal amount of the Notes on the open market in October 2001 and June 2002, respectively. In August 2002, the Company purchased an additional $5.2 million principal amount of the Notes on the open market.

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3.    Long-Term Debt

        Long-term debt consists of the following (in thousands):

        The 10¹/2% Senior Subordinated Notes mature on August 15, 2006 and bear interest at the rate of 10¹/2% per annum, payable semi-annually in arrears on February 15 and August 15 of each year.

        The Company has a senior secured revolving credit facility of $40 million (the "New Credit Facility"). The amount of credit available pursuant to the New Credit Facility reduces by $1.6 million on March 31, 2003 and at the end of each subsequent quarter until March 31, 2006, when the facility terminates and any balance then outstanding becomes due and payable. Borrowings under the New Credit Facility bear interest, using either the Base rate or Eurodollar rate. As of September 30, 2002, the Eurodollar rate was 4.32% and the Base rate was 4.75%. The Eurodollar rate was 4.13% and the Base rate was 4.75% as of December 31, 2001. The effective rate of interest on borrowings under the New Credit Facility was 4.32% per annum as of September 30, 2002. The Company's reduction of its outstanding borrowings under the New Credit Facility since December 31, 2001 reflects the repayment of indebtedness utilizing a $2.6 million tax distribution to ELLC from the Silver Legacy Joint Venture on February 28, 2002 and a $10.0 million distribution to ELLC from the Silver Legacy Joint Venture on March 5, 2002 as part of the net proceeds from the issuance by the Silver Legacy Joint Venture and its wholly-owned financing subsidiary, Silver Legacy Capital Corp., of $160 million principal amount of 10¹/8% mortgage notes due 2012 and related transactions described in Note 4.

        In August 2002, the Company purchased $5.2 million principal amount of its 10¹/2% Notes on the open market. The Company borrowed $3.0 million under its New Credit Facility to facilitate the purchase. The Notes were purchased at a discount resulting in a gain of $15,500 after writing off unamortized fees relating to the bond offering.

        The notes payable to individuals are due in monthly installments of $34,614, including monthly interest at 9% per annum, to August 14, 2006, when the principal balance is due. The notes are secured by real property.

        The Notes and New Credit Facility contain various restrictive covenants including the maintenance of certain financial ratios and limitations on additional debt, disposition of property, mergers and similar transactions. As of September 30, 2002, the Company was in compliance with all of its covenants.

        Effective August 15, 2002, the Company entered into a fixed-to-floating swap agreement with a $50 million notional amount. Pursuant to this swap agreement, which expires on February 15, 2005, the Company received interest at a fixed rate of 3.85% per annum and pays interest based on a floating rate index that is computed on a 6-month LIBOR, in arrears. The amounts due under the swap

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agreement are payable on August 15 and February 15 of each year, beginning February 15, 2003. The difference between the amount received and amount paid under such agreement is recorded as a reduction of, or addition to interest expense as incurred over the life of the swap. Interest rate swap income recorded for the nine months ended September 30, 2002 was $1,119,250. The interest rate swap does not meet the criteria for hedge accounting established by SFAS No. 133. Accordingly, the fair market value of the swap is recorded as an asset or liability in accordance with SFAS No. 133. As of September 30, 2002, the value of the interest rate swap was a receivable of $1,119,250 with the corresponding amount recorded as interest rate swap income. On October 9, 2002, the Company terminated the swap agreement in advance of its scheduled termination date and received $903,070.

4.    Investment in Joint Ventures

        The Silver Legacy Resort Casino ("Silver Legacy") was developed by the Circus and Eldorado Joint Venture (the "Silver Legacy Joint Venture"), which was formed pursuant to the Agreement of Joint Venture of Circus and Eldorado Joint Venture dated as of March 1, 1994 (the "Original Joint Venture Agreement"), between ELLC and Galleon, Inc. ("Mandalay Sub"). Under the terms of the Original Joint Venture Agreement, ELLC and Mandalay Sub (each a "Partner" and, together, the "Partners") each acquired a 50% interest in the Silver Legacy Joint Venture (each Partner's "Percentage Interest"). Each of the Partners was obligated to contribute cash or property to the Silver Legacy Joint Venture with a value approximating 15% of the total budgeted cost for developing and constructing the Silver Legacy. To satisfy their respective obligations, ELLC contributed the land on which the Silver Legacy was constructed, at an agreed value of $25 million, and $26.9 million in cash, and Mandalay Sub contributed $51.9 million in cash. Until March 5, 2002, when the Original Joint Venture Agreement was amended and restated, as described below, additional capital contributions in proportion to each Partner's Percentage Interest could be required by Silver Legacy Joint Venture's managing partner, Mandalay Sub, to defray any net loss (not including depreciation and amortization expenses) incurred by the Silver Legacy Joint Venture. In addition, pursuant to the Original Joint Venture Agreement, Mandalay Sub's parent corporation, Mandalay Resort Group, provided certain loans to the Silver Legacy Joint Venture relating to the development and construction of the Silver Legacy (the remaining balance of which was repaid in 1997) and also provided credit support for a $230 million credit agreement originally entered into by the Silver Legacy Joint Venture on May 30, 1995 (the "Original Silver Legacy Credit Agreement") to fund the balance of the Silver Legacy's development and construction costs. In return, Mandalay Resort Group received from the Silver Legacy Joint Venture an annual fee equal to 1.5% of the average outstanding principal balance of such financing until March 5, 2002. The Original Silver Legacy Credit Agreement, as amended and restated, was secured by a deed of trust on the Silver Legacy and by security interests in substantially all of the other assets of the Silver Legacy Joint Venture.

        On March 5, 2002, the Partners executed a new amendment and restatement of the Original Joint Venture Agreement (the "New Joint Venture Agreement"), the terms of which are summarized below, and the Silver Legacy Joint Venture and its wholly-owned finance subsidiary, Silver Legacy Capital Corp., issued $160 million principal amount of 10¹/8% mortgage notes due 2012 (the "Silver Legacy Notes"). Concurrently with the issuance of the Silver Legacy Notes, the Silver Legacy Joint Venture (i) repaid the entire outstanding balance of the Original Silver Legacy Credit Agreement, (ii) entered into a new senior secured credit facility comprised of a $20.0 million term loan facility that will amortize over a period of five years and a $20.0 million revolving facility with a five year maturity (the "New Silver Legacy Credit Agreement"), and (iii) made distributions of $10 million to ELLC and $20 million to Mandalay Sub, utilizing the balance of the net proceeds of the Silver Legacy Notes and $26.0 million of borrowings under the New Silver Legacy Credit Agreement. The New Silver Legacy

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Credit Agreement is secured by a first priority security interest in substantially all of the existing and future assets (other than certain licenses which may not be pledged under applicable law) and the Silver Legacy Notes are secured by a security interest in the same assets which is junior to the security interest securing the New Silver Legacy Credit Agreement.

        Subject to any contractual restrictions to which the Silver Legacy Joint Venture is subject and prior to the occurrence of a "Liquidating Event," the Silver Legacy Joint Venture will be required by the New Joint Venture Agreement to make distributions to its Partners as follows:

(a)

Tax distributions equal to the estimated taxable income of the Silver Legacy Joint Venture allocable to each Partner multiplied by the greater of the maximum marginal federal income tax rate applicable to individuals for such period or the maximum marginal federal income tax rate applicable to corporations for such period provided, however, that if the State of Nevada enacts an income tax (including any franchise tax based on income), the applicable tax rate for any tax distributions subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal individual tax rate or corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively).

(b)

Annual distributions of remaining "Net Cash From Operations" in proportion to the percentage interests of the Partners.

(c)

Distributions of "Net Cash From Operations" in amounts or at times that differ from those described in (a) and (b) above, provided in each case that both Partners agree in writing to the distribution in advance thereof.

        As defined in the New Joint Venture Agreement, the term "Net Cash From Operations" means the gross cash proceeds received by the Silver Legacy Joint Venture, less the following amounts: (i) cash operating expenses and payments of other expenses and obligations of the Silver Legacy Joint Venture, including interest and scheduled principal payments on Silver Legacy Joint Venture indebtedness, including indebtedness owed to the Partners, if any, (ii) all capital expenditures made by the Silver Legacy Joint Venture, and (iii) such reasonable reserves as the Partners deem necessary in good faith and in the best interests of the Silver Legacy Joint Venture to meet anticipated future obligations and liabilities of the Silver Legacy Joint Venture (less any release of reserves previously established, as similarly determined).

        Concurrently with the closing of the issuance of the old notes, the Original Joint Venture Agreement was amended and restated in its entirety and was further amended in April 2002 (the "New Partnership Agreement"). The April 2002 amendments were principally (i) to provide equal voting rights for ELLC and Galleon (and procedures for resolving deadlocks) with respect to approval of the Partnership's annual business plan and the appointment and compensation of the general manager, and (ii) to give each partner the right to terminate the general manager.

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Summarized balance sheets and results of operations for the Silver Legacy Joint Venture are as follows:

Summarized balance sheet information (in thousands):

Summarized results of operations (in thousands):

        Effective December 13, 2000, Resorts entered into an agreement to form Tamarack Crossings, LLC and Tamarack Partners, LLC, each a Nevada limited liability company (collectively the "Tamarack Entities"), to develop, own and operate Tamarack Junction ("Tamarack"), a small casino then being constructed in south Reno, Nevada. In May 2001, the Tamarack Entities consummated a plan of merger with Tamarack Crossings, LLC being the surviving entity. In June 2001, Resorts entered into an agreement with the Robert and Nana Sullivan Family Trust (the "Trust"), an unaffiliated entity, to reduce Resorts' percentage interest in Tamarack Crossings, LLC to 21.25% from 42.5%. Donald Carano exercised an option effective February 19, 2002 to purchase from the Trust an additional 21.25%, thus increasing his total interest to 26.25%. Resorts has a nontransferable option to purchase from Donald Carano, at a purchase price equal to his cost plus any undistributed income attributable thereto, an additional 10% interest in Tamarack Crossings, LLC which is exercisable until June 30, 2010. The business and affairs of the Tamarack are managed by four members of Tamarack Crossings, LLC, including Resorts, which has been designated "Chief Executive Manager" and is responsible for overseeing the day-to-day operations of the Tamarack. Resorts has designated Gene Carano as its representative. At September 30, 2002, Resorts' financial investment in Tamarack Crossings, LLC was $3.4 million. Resorts' capital contribution to Tamarack Crossings, LLC represents its proportionate share of the total capital contributions of the members. Additional capital contributions of the members, including Resorts, may be required for certain purposes, including the payment of operating costs and capital expenditures or the repayment of loans, to the extent such costs are not funded by prior capital contributions and earnings. The Company's investment in Tamarack is accounted for using the equity method of accounting.

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        Effective July 1, 2000, Resorts and Avereon Research LTD. ("ARL") entered into an agreement to form MindPlay, LLC (the "MindPlay Entity"), for the purpose of developing, owning and marketing a sophisticated system which, if successfully completed, will permit the tracking and surveillance of pit gaming operations ("MindPlay"). MindPlay is in the developmental stage and there is no assurance that the system will ever be successfully developed and marketed. In April 2002, Resorts purchased an additional 1% interest in the MindPlay Entity, which increased Resorts percentage ownership to 20%. Resorts also has an option to acquire an additional 2.4% interest in the MindPlay Entity. The purchase price is equal to $200,000 per 1% and is exercisable until June 30, 2004. The MindPlay Entity is managed by a Board of Managers, which consists of three Managers designated by ARL and two Managers designated by Resorts. At September 30, 2002, Resorts' financial investment in the MindPlay Entity was $1.6 million of which $200,000 was made in 2002. The Company's investment in MindPlay is accounted for using the equity method of accounting.

5.    Restatement

        Subsequent to the issuance of the Company's condensed consolidated financial statements for the three and nine months ended September 30, 2001, management determined that the Silver Legacy Joint Venture (see Note 4) had restated its net income over the amount previously reported to the Company to change its method of accounting for interest rate swaps to comply with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and to record an insurance settlement that occurred in the first quarter of 2001. As a result, the Company has restated the accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2001 to increase/(decrease) its equity in income of the Silver Legacy Joint Venture by $243,000 and ($225,000), respectively. A summary of the significant effects of the restatement for the three and nine months ended September 30, 2001 is as follows: