Elsinore Corp – ‘10-Q’ for 6/30/95

As of:  Tuesday, 8/15/95   ·   For:  6/30/95   ·   Accession #:  311049-95-19   ·   File #:  1-07831

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      19±    88K 
 2: EX-1        Underwriting Agreement                                 2     13K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

10-Q   —   Quarterly Report
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SECURITIES AND EXCHANGE COMMISSION                    
WASHINGTON, D.C. 20549                    

FORM 10-Q                     

(MARK ONE)                                                                

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities    
Exchange Act of 1934 for the quarterly period ended June 30, 1995 
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    1-7831                                          

ELSINORE CORPORATION                    

(Exact Name of Registrant as Specified in its Charter)                    

Nevada                                        88 0117544

(State or Other Jurisdiction                        (IRS Employer         
of Incorporation or Organization)               Identification No.)     

202 FREMONT STREET, LAS VEGAS, NEVADA          89101  

  (Address of Principal Executive Offices)      (Zip Code)

Registrant's Telephone Number (Including Area Code): 702/385-4011         

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports),    
and (2) has been subject to such filing requirements for the past         
ninety (90) days.                                                         

YES X          NO                 

Indicate the number of shares outstanding of each of the issuer's         
classes of common stock, as of the latest practicable date.               

TITLE OF STOCK                                       NUMBER OF SHARES     
CLASS                      DATE                     OUTSTANDING   

Common               August 10, 1995                  15,635,218  

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ELSINORE CORPORATION AND SUBSIDIARIES                     
FORM 10-Q           
FOR THE QUARTER ENDED JUNE 30, 1995       

INDEX                     

PART I.  FINANCIAL INFORMATION:                                 PAGE      

Item 1.     Consolidated Financial Statements:                  

Balance Sheets at June 30, 1995 and     
             December 31, 1994                               3

Statements of Operations for the Three  
             Months Ended June 30, 1995 and 1994             4

Statements of Operations for the Six    
             Months Ended June 30, 1995 and 1994             5

Statements of Cash Flows for the Six    
             Months Ended June 30, 1995 and 1994             6

           Notes to Financial Statements                     7

Item 2.     Management's Discussion and Analysis of             
Financial Condition and Results of      
           Operations                                       13

PART II.  OTHER INFORMATION                                               

Item 1.     Legal Proceedings                                18 

Item 5.     Other Information                                18 

Item 6.     Exhibits and Reports of Form 8-K                 18 

SIGNATURES                                                        19      

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PART 1.  FINANCIAL INFORMATION                                                  
Item 1.  Consolidated Financial Statements:                                     

Elsinore Corporation and Subsidiaries               
Consolidated Balance Sheets               
June 30, 1995 and December 31, 1994               
(Dollars in Thousands)              

                                                   June 30,     December 31,
                                                   1995             1994
Assets              
Current Assets:                                    (UNAUDITED)                
Cash and cash equivalents                          $  1,550       $  3,407
Accounts receivable, less allowance for                                   
doubtful accounts of $204 and $214,                                   
  respectively                                          672            742
Notes and other loans receivable from Native                              
American Tribes, current portion                    2,250           - 
Inventories                                             242            396
Prepaid expenses                                      1,813          1,659
    Total current assets                              6,527          6,204

Cash and cash equivalents - restricted                    -             3,685   
Notes and other loans receivable from Native                                    
American Tribes, net of current portion               20,894         16,952 
Casino development costs                                   241          1,250   
Investment in Fremont Street Experience                  3,117          3,000   
Property and equipment, net                             26,836         28,341   
Leasehold acquisition costs, net of accumulated                                 
amortization of $4,588 and $4,485,                                          
respectively                                           2,251          2,354 
Deferred charges and other assets                        5,962          5,529   

                                                   $ 65,828       $ 67,315

Liabilities and Shareholders' Deficit               
Current liabilities:                                                            
Accounts payable                                    $  4,732       $  2,088 
Prior period income taxes and related interest         3,871          5,870 
Accrued expenses                                       5,525          6,442 
Current portion of long-term debt                         47          2,309 
    Total current liabilities                        14,175         16,709

Long-term debt, net of current portion                                          
and unaccreted discount                               56,663         52,081 
Deferred income taxes                                      189            189   
    Total liabilities                                71,027         68,979

Shareholders' deficit:                                                          
Common stock, $.001 par value per share.                                    
Authorized 100,000,000 shares.  Issued                                  
and outstanding 15,635,218 and 13,135,214                               
 shares, respectively                                    16             13
Additional paid in capital                            65,085         61,346 
Accumulated deficit                                  (70,300)       (63,023)
     Total shareholders' deficit                     ( 5,199)        (1,664)
Commitments and contingencies (note 4).                                         
                                                   $ 65,828       $ 67,315

See accompanying notes to consolidated financial statements.                    

Elsinore Corporation and Subsidiaries               
Consolidated Statements of Operations               
Three Month Periods Ended June 30, 1995 and 1994              
(Dollars in Thousands, Except Per Share Amounts)              
(UNAUDITED)               

                            1995              1994
Revenues:                                                                       
Casino                               $     9,799        $    11,819           
Hotel                                      2,331              2,318           
Food and beverage                          3,003              3,119           
Interest and other                           551                321           
Promotional allowances                    (1,652)            (1,795)          

                               14,032             15,782

Costs and Expenses:                                                             
Casino                                     3,293              3,532           
Hotel                                      2,388              2,540           
Food and beverage                          2,666              2,800           
Taxes and licenses                         1,549              1,691           
Selling, general and administrative        2,774              3,274           
Rent                                         977                839           
Depreciation and amortization              1,019                935           
Interest, prior period tax obligation        194                114           
Interest                                   2,317              2,170           

                               17,177             17,895

Loss before income taxes              (3,145)            (2,113)      

Income taxes                                -                  -              

Net loss                         $    (3,145)       $    (2,113)      

Loss per common and equivalent share $     (0.20)       $     (0.18)          

Weighted average number of common                                               
and equivalent shares outstanding    15,635,218         12,066,648          

See accompanying notes to consolidated financial statements.              

Elsinore Corporation and Subsidiaries               
Consolidated Statements of Operations               
Six Month Periods Ended June 30, 1995 and 1994              
(Dollars in Thousands, Except Per Share Amounts)              
(UNAUDITED)               

                            1995              1994
Revenues:                                                                       
Casino                               $    20,557        $    23,441           
Hotel                                      4,773              4,576           
Food and beverage                          6,262              6,303           
Interest and other                         1,245                715           
Promotional allowances                    (3,544)            (3,856)          

                               29,293             31,179

Costs and Expenses:                                                             
Casino                                     6,925              7,625           
Hotel                                      4,751              4,918           
Food and beverage                          5,582              5,342           
Taxes and licenses                         3,369              3,483           
Selling, general and administrative        5,663              5,906           
Rent                                       1,943              1,659           
Casino development costs                   1,037               -              
Depreciation and amortization              2,038              1,857           
Interest, prior period tax obligation        652                204           
Interest                                   4,610              4,338           

                               36,570             35,332

Loss before income taxes              (7,277)            (4,153)      

Income taxes                                -                  -              

Net loss                         $    (7,277)       $    (4,153)      

Loss per common and equivalent share $     (0.48)       $     (0.34)          

Weighted average number of common                                               
and equivalent shares outstanding    15,220,853         12,064,418          

See accompanying notes to consolidated financial statements.              

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Elsinore Corporation and Subsidiaries               
Consolidated Statements of Cash Flows               
Six Month Periods Ended June 30, 1995 and 1994              
(Dollars in Thousands)              
(UNAUDITED)               

                                       1995             1994
Cash flows from operating activities:                                           
Net loss                                     $ (7,277)         $ (4,153)    

Adjustments to reconcile net loss to                                            
net cash used in operating activities:                                      
Depreciation and amortization                 2,038             1,857   
Accretion of discount on long-term debt         649               552   
Write-off of casino development costs         1,037              -      
Change in assets and liabilities:                                       
Accounts receivable                            70               167 
Inventories                                   154               (30)
Prepaid expenses                             (154)             (169)
Deferred charges and other assets            (789)              149 
Accounts payable                            2,644              (314)
Prior period taxes and related interest    (1,999)              217 
Accrued expenses                             (917)              668 
 Total adjustments                         2,733             3,097
Cash provided by (used in)                                  
      operating activities                 (4,544)           (1,056)

Cash flows from investing activities:                                           
Notes and loans receivable from Native                                      
American Tribes                              (6,192)           (2,725)  
Investment in Fremont Street Experience          (117)           (1,122)    
Capital expenditures                              (40)           (3,427)    
    Cash used in investing activities      (6,349)           (7,274)

Cash flows from financing activities:                                           
Issuance of 7.5% convertible notes, due 1996    1,706             -         
Direct costs of convertible notes issuance        (62)            -         
Principal repayments of long-term debt            (35)             (102)    
Proceeds from issuance of common stock,                                     
net of underwriting discounts and                                       
commissions                                   4,020                 8   
Other direct costs of common stock issuance      (278)            -         
Debt issuance costs                              -                 (503)    
Cash provided by (used in)                                  
      financing activities                  5,351              (597)

Decrease in cash and cash equivalents            (5,542)           (8,927)      

Cash and cash equivalents at beginning of                                       
period (including restricted amounts of                                     
$3,685 and $25,716 at December 31, 1994                                     
and 1993, respectively)                         7,092            30,830     

Cash and cash equivalents at end of period                                      
(Including restricted amounts of $0 and                                     
$17,321 at June 30, 1995 and 1994,                                          
respectively)                                 $ 1,550          $ 21,903     

See accompanying notes to consolidated financial statements.              

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ELSINORE CORPORATION AND SUBSIDIARIES                     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      
June 30, 1995 AND 1994        
--UNAUDITED--       

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                        

The condensed consolidated financial statements include the accounts      
of Elsinore Corporation (the "Company") and its wholly owned              
subsidiaries, namely Four Queens, Inc. ("Four Queens"), Four Queens       
Experience Corporation, Elsub Management Corporation, Pinnacle Gaming     
Corporation and Olympia Gaming Corporation.  The consolidated             
condensed financial statements also include the accounts of Palm          
Springs East limited Partnership, in which the Company has a 90%          
ownership interest.  In the opinion of management, the accompanying       
condensed consolidated financial statements include all adjustments       
(of a normal recurring nature) which are necessary for a fair             
presentation of the results for the interim periods presented.            
Certain information and footnote disclosures normally included in         
financial statements have been condensed or omitted pursuant to such      
rules and regulations of the Securities and Exchange Commission.          
Although the Company believes that the disclosures are adequate to        
make the information presented not misleading, it is suggested that       
these condensed consolidated financial statements be read in              
conjunction with the consolidated financial statements and the notes      
thereto included in the Company's Annual Report on Form 10-K for the      
fiscal year ended December 31, 1994.                                      

Certain items in the June 30, 1994 financial statements have been         
reclassified for comparability with the June 30, 1995 presentation.       

2.     LONG-TERM DEBT:                                                    

On March 31, 1995, the Company completed the private placement of         
$1,706,250 of the Company's 7.5% Convertible Subordinated Notes due       
December 31, 1996 (convertible notes).  The convertible notes,            
convertible into the Company's common stock at $1.125 per share           
subject to certain antidilution provisions, are payable in two equal      
quarterly installments commencing September 30, 1996.  Interest is        
also payable quarterly, commencing December 31, 1995.                     

On June 30, 1995, the Company obtained from its noteholders waivers of    
certain noncompliance with the Company's covenants under the debt         
facilities governing its 12.5% First Mortgage Notes due 2000 ("First      
Notes") and its 20% Mortgage Notes due 1996 ("Mortgage Notes"). The       
debt covenant noncompliance would have arisen from the Company's          
inability to achieve by June 30, 1995, and thereafter maintain a          
positive Consolidated Net Worth and a Consolidated Fixed Charges          
Coverage Ratio of 1.5 to 1, and from the Company's dispute regarding      
management of the Spotlight 29 Casino in Palm Springs, California.        

Effective June 30, 1995, the Company amended certain terms and            
provisions of the Indenture governing the First Notes and the Note and    
Stock Purchase Agreement governing the Mortgage Notes. The amendments     
(I) eliminated through the fiscal year 1997 the requirement that the      
Company maintain a Consolidated Fixed Charges Coverage Ratio and          
reduced the size of such ratio the Company will be required to            
maintain from fiscal year 1998 through the maturity date of each          
series of notes, (ii) imposed a new debt covenant requiring the           
Company to have Consolidated EBITDA of at least $5 million for the six    
month period ending June 30, 1996 and at least $7.5 million for the       
nine month period ending September 30, 1996, and (iii) deleted from       

ELSINORE CORPORATION AND SUBSIDIARIES           
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
June 30, 1995 AND 1994              
--UNAUDITED--             

the default provisions any references to the Palm Springs Casino. In      
addition, the amendment to the Mortgage Notes eliminated the mandatory    
quarterly redemptions of principal commencing on June 30, 1995, and       
extended the Mortgage Notes maturity date from March 31, 1996 until       
March 31, 2000. Pursuant to the Mortgage Note amendment, the mortgage     
notes may be put by the holders thereof on a semi-annual basis            
commencing March 31, 1996, but may not be called by the Company prior     
to maturity.                                                              

As additional consideration given by the Company to the noteholders       
for the waivers and amendments described above, the Company obtained      
on June 30, 1995, from each holder of its 7.5% Convertible                
Subordinated Notes due December 31, 1996 ("Convertible Notes") a          
Waiver of Compliance and Agreement to Amend Promissory Note               
("Convertible Notes Waiver"). Pursuant to the Convertible Notes           
Waiver, the Company's mandatory redemptions of principal due on each      
of March 31, 1996 and June 30, 1996 were eliminated and the amount of     
its mandatory redemptions of principal due on each of September 30,       
1996 and December 31, 1996 was proportionately increased.                 

3.     COMMON STOCK OFFERING:                                             

On January 25, 1995, the Company completed a public offering of           
2,500,000 shares of the Company's common stock for $1.75 per share.       
Net proceeds to the Company after payment of underwriting discounts       
and commissions and other direct costs of the offering was                
approximately $3,742,000.                                                 

4.     COMMITMENTS AND CONTINGENCIES:                                     

PALM SPRINGS, CALIFORNIA CASINO PROJECT.  On March 16, 1995, Elsinore     
Corporation, its wholly owned subsidiary, Elsub Management                
Corporation, and Palm Springs East Limited Partnership, of which Elsub    
Management is the General  Partner, (collectively the "Company") filed    
a complaint against the 29 Palms Band of Mission Indians (the "Tribe")    
in the United States District Court for the Central District of           
California. The complaint sought injunctive and declaratory relief        
based upon the Tribe's breach of the Spotlight 29 management contract.    
Plaintiffs alleged that the Tribe breached the contract when it           
installed "pull-tab" video gaming machines at the casino managed by       
the Company without the Company's consent and without any involvement     
whatsoever by the Company in the operation of the machines.  The          
complaint alleged that these actions violated the terms of the            
contract which gives the Company the exclusive right to manage and        
operate the casino and violated the contract's non-compete provisions.    
The complaint stated that the Company did not, and could not, consent     
to the installation and operation of the machines at the casino           
because the State of California has expressed a legal position that,      
because such machines are Class III gaming devices under the IGRA,        
their operation on Native American reservations in California was         
illegal.  Moreover, because  the Company is subject to regulation by      
Nevada gaming authorities which require that the Company's conduct        
conform to the laws of the State of California and the IGRA, the          
Company's consent to the installation or involvement in the operation     
of the gaming devices at the Spotlight 29 Casino could subject it to      
disciplinary action by the Nevada gaming authorities.  Consequently,      
the Company filed the complaint to obtain a judicial declaration as to    

ELSINORE CORPORATION AND SUBSIDIARIES             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            
June 30, 1995 AND 1994            
--UNAUDITED--             

whether "pull-tab" video gaming devices are legal on tribal lands in      
California and, unless they are declared legal, to enjoin the             
operation of such devices at the Spotlight 29 Casino.                     

On April 2, 1995, the Company was requested by the Tribe to provide       
additional working capital advances to the Spotlight 29 Casino.  The      
Company demanded that as a condition of satisfying the Tribe's request    
for additional operating capital, the Tribe execute promissory notes      
for all working capital advances and loans to date and also for the       
additional sums requested, waive its sovereign immunity relative to       
enforcement of such promissory notes and resume negotiation of the        
terms of an agreement terminating the relationship between the Company    
and the Tribe.  On April 13, 1995, the Tribe refused to comply with       
these demands.  On April 14, 1995, the Company ceased the funding of      
working capital to the Spotlight 29 Casino in view of the alleged         
breach of the management contract and loan agreement by the Tribe.        

On April 17, 1995, the Company's employees, assigned to the Spotlight     
29 Casino, were ordered from and physically escorted off the premises     
of the Spotlight 29 Casino.  The Company does not have any employees      
or representatives at the Spotlight 29 Casino and the Tribe has de        
facto discharged the Company as manager of the Spotlight 29 Casino.       

On April 19, 1995, the Company issued a demand letter to the Tribe        
declaring a complete breach of the management contract and loan           
agreement as well as claiming damages exceeding $12.5 million.  On        
April 20, 1995, the Company withdrew as moot the motion for a             
preliminary injunction scheduled for hearing on April 24, 1995, and       
dismissed without prejudice the Federal Court action. By letter dated     
May 16, 1995, the Tribe delivered to the Company a "Notice to             
Terminate Management Agreement". The notice asserted material breaches    
of the contract and requested payment of approximately $1.5 million to    
cover working capital shortfalls by June 16, 1995 or the Tribe would      
terminate the management agreement. In the opinion of management, the     
contract had previously been breached by the Tribe which excused all      
performance by the Company.                                               

If the Company is unable to obtain a negotiated resolution of the         
dispute with the Tribe, the Company intends to pursue civil litigation    
for the referenced damages in the appropriate judicial forum.             

In light of the Company's disassociation with the operations of the       
Spotlight 29 Casino, management determined to write off, during the       
three month period ended March 31, 1995, the unamortized balance of       
casino development costs incurred for the project of $1,037,000 and       
ceased the accrual of interest on all loans and working capital           
advances. Because of the uncertainty regarding both the future            
operational success of the Spotlight 29 Casino and the Tribe's ability    
to respond to monetary damages, management is unable to predict, at       
this time, the ultimate outcome of the dispute.                           

LEGAL PROCEEDINGS.  See above for a discussion regarding the Company's    
dispute with the 29 Palms Band of Mission Indians.                        

The Company is a defendant in two consolidated lawsuits pending in the    
Federal Court for the District of New Jersey, alleging violation by       
the Company and certain of its subsidiaries and affiliates of the         
Worker Adjustment and Retraining Notification Act ("WARN Act") and        

ELSINORE CORPORATION AND SUBSIDIARIES             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            
June 30, 1995 AND 1994              
--UNAUDITED--               

breach of contract.  The Company  has vigorously defended the action      
on, among other grounds, the basis that the Company is not responsible    
for claims against affiliates and even if the WARN Act does apply as a    
matter of law to a regulatory-forced closing, such closing, as a          
matter of fact, was due to unforeseeable business circumstances and       
accordingly, the notice given was as timely as practicable.  The trial    
concluded August 11, 1993.                                                

On June 30, 1995, the Court issued an Order For Verdict Upon Liability    
Issues ("Order") which concluded that the Company had no liability        
under the WARN Act claim but was liable in the consolidated case          
involving breach of contract. The Order is stayed until the Findings      
of Fact and Conclusions of Law are entered by the Court which could be    
forthcoming at any time. Until such Findings of Fact are entered the      
Company is not able to make a determination concerning the extent of      
its ultimate exposure or whether an appeal of the decision is             
appropriate.                                                              

At June 30, 1995, the Company and its subsidiaries were parties to        
various other claims and lawsuits arising in the normal course of         
business.  While the amounts claimed in some instances are substantial    
and ultimate liability with respect to such claims cannot be              
determined, management is of the opinion that the resolution of all       
pending matters will not have a material adverse effect upon the          
Company's financial statements taken as a whole.                          

5.     FINANCIAL CONDITION, LIQUIDITY AND GOING CONCERN:                  

LOSSES FROM EXISTING OPERATIONS                                           

FOUR QUEENS HOTEL AND CASINO.  During the six month period ended June     
30, 1994, the results of operations of the Four Queens Hotel and          
Casino were adversely effected by, among other things, increased          
competition due to the opening of three large casino/hotels on the Las    
Vegas Strip in late 1993 and, to a lesser extent, the refurbishment       
program at the Four Queens.  During the six                               
month period ended June 30, 1995, the results of operations have          
continued to be negatively effected, primarily due to the traffic         
disruption caused by the construction of the Fremont Street Experience    
attraction and related infrastructure improvements.                       

The Company anticipates the Four Queens operating results will not        
improve until the fourth quarter of 1995, when the major construction     
activities related to the Fremont Street Experience are complete.         

SPOTLIGHT 29 CASINO.  During the period from the January 14, 1995         
opening of Spotlight 29 Casino through the cessation of the Company's     
involvement with those operations on April 17, 1995 (see note 4), the     
casino incurred substantial operating losses.  These losses,              
principally resulting from the negative impact of two competing tribal    
casinos' significant expansion of their illegal Class III gaming          
operations, necessitated the Company to provide working capital           
advances through April 14, 1995 of approximately $1.2 million.  As        
previously discussed in note 4, the Company intends to pursue a           
negotiated settlement to recover the aggregate $12.5 million loaned to    
the Tribe plus accrued interest thereon, or failing that settlement,      
to pursue legal action to effect recovery of such amounts.                

ELSINORE CORPORATION AND SUBSIDIARIES                     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    
JUNE 30, 1995 AND 1994                    
--UNAUDITED--                     

7 CEDARS CASINO. During the period from its opening on February 3,        
1995 through June 30, 1995, the 7 Cedars Casino anticipated and           
incurred a cumulative net loss and an attendant decrease in working       
capital.  Although the Company anticipated that gaming revenues at the    
casino would increase in the late spring and summer of 1995 as a          
result of increased tourist visitation to the Olympic Peninsula,          
gaming revenues, in fact, decreased during the months of May and June     
1995 versus April 1995. Management believes the decreases are the         
result of reduced local population visitation resulting from competing    
outdoor activities, the opening of a competing Native American Casino     
in May 1995 and certain road and bridge improvement projects that have    
disrupted visitation patterns to the casino and lower than expected       
visitation by tourists. In June 1995, the Company implemented certain     
cash containment measures to bring the casino's cost structure more in    
line with customer volume. There is no assurance that 7 Cedars Casino     
will generate increased gaming revenues or have the capacity to reduce    
costs to become profitable.                                               

Pursuant to its management agreement regarding the 7 Cedars Casino,       
the Company is obligated to fund a reserve for "working capital" in       
the amount of $500,000 for the 7 Cedars Casino. If the present            
negative operating trend continues, the Company will be called upon to    
provide additional working capital to the casino during the remainder     
of 1995. The term "Working Capital" is not defined in the management      
agreement. The Company believes the parties did not intend to apply a     
working capital definition based on generally accepted accounting         
principles which, in the Company's view, would be impracticable in the    
context of the management agreement and which, in practice, has never     
been followed. If such a definition were applied, the Company would be    
required to significantly, increase its working capital advances to       
the 7 Cedars Casino. The Company is seeking to clairfy this matter        
with the Tribe.                                                           

LIQUIDITY                                                                 

The Company's liquidity in 1994 and during the six month period ended     
June 30, 1995 was significantly affected by its substantial debt          
service obligations and will be further affected during the remainder     
of 1995 by such obligations and by some or all of the following items:    

IRS INSTALLMENT AGREEMENT: Pursuant to an installment payment             
agreement dated May 31, 1995, the Company is obligated to pay the IRS     
$275,000 per month through December 1995 and then $550,000 per month      
from January 1996 until the IRS Assessment is fully discharged, in        
April 1996.  The Company has paid the IRS $2,700,000 as of July 28,       
1995, of which $2,650,000 was paid during 1995.                           

7 CEDARS CASINO OPERATING SHORTFALLS: See discussion above under Losses   
From Existing Operations: 7 Cedars Casino.                                

OBLIGATIONS ASSUMED FROM TEMPLE: In consideration for certain             
amendments to the Nashville Nevada LLC operating contract beneficial      
to Elsinore, the Company has agreed to advance up to approximately        
$169,000 of Temple's payment obligations relating to its development      
of the Mojave Valley Resort.  In addition, the Company has agreed to      

ELSINORE CORPORATION AND SUBSIDIARIES               
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS              
JUNE 30, 1995 AND 1994                
--UNAUDITED--                 

loan Temple up to $150,000 to fund Temple's share of certain pre-         
construction costs at Nashville Nevada, which loans will be repaid in     
the event the requisite financing for the project is obtained.            

NASHVILLE NEVADA PROJECT EXPENSE: As a condition to its participation     
in the Nashville Nevada project, Mojave Gaming will be required to        
make a capital contribution of $10,000,000 to the venture developing      
Nashville Nevada on or before September 30, 1995.  There is no            
assurance the Company will be able to obtain the necessary financing      
for such contribution on commercially acceptable terms, or at all.        

WARN ACT LITIGATION: The trial in the liability phase in this matter      
concluded August 11, 1993. On June 30, 1995, the Court issued an Order    
For Verdict Upon Liability Issues ("Order") which concluded that the      
Company had no liability under the WARN Act claim but was liable in       
the consolidated case involving breach of contract. The Order is          
stayed until the Findings of Fact and Conclusions of Law are entered      
by the Court which could be forthcoming at any time. Until such           
Findings of Fact are entered the Company is not able to make a            
determination concerning the extent of its exposure or whether an         
appeal of the decision is appropriate.                                    

For the remainder of 1995, unless the Company's available cash and        
funds generated from operations significantly increases, the Company      
is able to extend its debt service requirements, or a sufficient          
portion of the outstanding loans to the 29 Palms Band of Mission          
Indians is received, the Company will need to                             
obtain additional working capital in order to satisfy its payment         
obligations during the year.  Moreover, the need for additional           
capital may be further increased in the event that (I) a material         
adverse judgment is rendered against the Company in the pending WARN      
Act litigation (See preceding discussion of Warn Act Litigation); or      
(ii) there is any significant decline in the Company's results of         
operations; (iii) the development and opening of the Fremont Street       
Experience is materially delayed or is subject to material cost           
overruns.  Without additional financing, the Company believes that it     
is unlikely it will be able to maintain a level of operating cash flow    
necessary to satisfy all of its financial obligations for the             
remainder of 1995.  To meet these obligations, the Company anticipates    
it will have to raise additional working capital, refinance or extend     
repayment of its outstanding debt, obtain from the noteholders            
additional waivers of default or covenant noncompliance under the         
First Mortgage Notes and the Mortgage Notes, or a combination of the      
foregoing.  There is no assurance that any of these alternatives could    
be effected on satisfactory terms.  In particular, certain covenants      
of the indenture relating to the First Mortgage Notes and of the          
purchase agreement relating to the Mortgage Notes restrict the ability    
of the Company and its subsidiaries to incur additional indebtedness      
or to secure such indebtedness and may impair the Company's ability to    
obtain additional debt financing.  If these alternatives prove to be      
unavailable, Elsinore may be required to sell assets or seek              
protection under bankruptcy laws.                                         

ELSINORE CORPORATION AND SUBSIDIARIES             
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL               
CONDITION AND RESULTS OF OPERATIONS               

AMERICAN STOCK EXCHANGE FINANCIAL GUIDELINES:                             
The Company does not currently fully satisfy the financial condition      
and operating results guidelines for continued listing on the the         
American Stock Exchange and there can be no assurance that the listing    
will be continued.                                                        

Item 2:    Management's Discussion and Analysis of Financial              
Condition and Results of Operations                 

This discussion and analysis should be read in conjunction with the       
consolidated financial statements and notes thereto.                      

FINANCIAL CONDITION 

LIQUIDITY AND CAPITAL RESOURCES                                           

WORKING CAPITAL                                                           

The Company's working capital deficit at June 30, 1995 decreased to       
$7,648,000 from $10,505,000 at December 31, 1994. Cash and cash           
equivalents, including restricted amounts of $3,685,000 at December       
31, 1994 decreased $5,542,000 during the six months ended June 30,        
1995. Major uses of cash during the period included payments of           
$2,650,000 applied to prior period income taxes and related interest      
and loans aggregating $6,192,000 advanced to tribes in conjunction        
with completion and opening of the Spotlight 29 Casino and the 7          
Cedars Casino projects.                                                   

On January 25, 1995, the Company raised approximately $4,020,000 net      
of underwriting discounts and commissions, but before deducting other     
direct offering costs in consideration for the issuance of 2,500,000      
shares of Common Stock.  The net proceeds have been used for debt         
service and other working capital purposes as of the date of this         
report.                                                                   

On March 31, 1995, the Company sold, through a private placement to       
six purchasers, an aggregate of $1,706,250 principal amount of its        
7.5% Convertible Subordinated Notes.  The net proceeds have been used     
for debt service and other working capital purposes as of the date of     
this report.                                                              

LIQUIDITY                                                                 

Currently, the Company's primary sources of liquidity are cash flows      
from the operations of the Four Queens Hotel and Casino and management    
fees and loan principal and interest payments from the 7 Cedars Casino    
in Washington State.  The substantial decrease in gaming revenues,        
operating results and cash flows experienced by the Four Queens in        
1994 continued through the six month period ended June 30, 1995           
principally resulting from traffic disruption caused by construction      
of the Fremont Street Experience attraction and related downtown          
infrastructure improvements.                                              

ELSINORE CORPORATION AND SUBSIDIARIES           
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL           
CONDITION AND RESULTS OF OPERATIONS           

During the period from its opening on February 3, 1995 through June       
30, 1995, 7 Cedars Casino incurred a cumulative net loss and an           
attendant decrease in working capital.  Although the Company              
anticipated that gaming revenues would increase in the late spring and    
summer of 1995 as a result of increased tourist visitation to the         
Olympia Peninsula, gaming revenues, in fact, decreased during the         
months of May and June 1995 versus April 1995. Management believes the    
decreases are the result of reduced local population visitation           
resulting from competing outdoor activities, the opening of a             
competing Native American Casino in May 1995 and certain road and         
bridge improvement projects that have disrupted visitation patterns to    
the casino and lower than expected visitation by tourists. In June        
1995, the Company implemented certain cash containment measures to        
bring the casino's cost structure more in line with customer volume.      
There is no assurance that 7 Cedars Casino will generate increased        
gaming revenues or have the capacity to reduce costs to become            
profitable.                                                               

In addition to the impact of impaired results of operations, the          
Company's liquidity during the six month period ended June 30, 1995       
was sufficiently affected by its substantial debt service obligations     
and for the remainder of 1995 will be further affected by such            
obligations and by some or all of the following items:                    

IRS INSTALLMENT AGREEMENT: The Company is obligated to pay the IRS        
$275,000 per month through December 1995 and then $550,000 per month      
from January 1996 until the IRS Assessment is fully discharged, during    
April 1996.  The Company has paid the IRS $2,700,000 through July 28,     
1995, of which $2,650,000 was paid during 1995.                           

NATIVE AMERICAN CASINO OPERATING SHORTFALLS: See notes to Consolidated    
Financial Statements.                                                     

OBLIGATIONS ASSUMED FROM TEMPLE: In consideration for certain             
amendments to the Nashville Nevada LLC operating contract beneficial      
to Elsinore, the Company has agreed to advance up to approximately        
$169,000 of Temple's payment obligations relating to its development      
of the Mojave Valley Resort.  In addition, the Company has agreed to      
loan Temple up to $150,000 to fund Temple's share of certain pre-         
construction costs for Nashville Nevada, which loans will be repaid       
in the event the requisite financing for the project is obtained.         

NASHVILLE NEVADA PROJECT EXPENSE: As a condition to its participation     
in the Nashville Nevada project, Mojave Gaming will be required to        
make a capital contribution of $10,000,000 to the venture developing      
Nashville Nevada on or before September 30, 1995.  There is no            
assurance that the Company will be able to obtain the necessary           
financing for such contribution on commercially acceptable terms, or      
at all.                                                                   

WARN ACT LITIGATION: The trial in the liability phase in this matter      
concluded August 11, 1993. On June 30, 1995, the Court issued an Order    
For Verdict Upon Liability Issues ("Order") which concluded that the      
Company had no liability under the WARN Act claim but was liable in       
the consolidated case involving breach of contract. The Order is          
stayed until the Findings of Fact and Conclusions of Law are entered      
by the Court which could be forthcoming at any time.                      

ELSINORE CORPORATION AND SUBSIDIARIES       
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
CONDITION AND RESULTS OF OPERATIONS       

Until such Findings of Fact are entered the Company is not able to        
make a determination concerning the extent of its exposure or whether     
an appeal of the decision is appropriate.                                 

For the remainder of 1995, unless the Company's available cash and        
funds generated from operations significantly increases, the Company      
is able to extend its debt service requirements, or a sufficient          
portion of the outstanding loans to the 29 Palms Band of Mission          
Indians is received, the Company will need to                             
obtain additional working capital in order to satisfy its payment         
obligations during the year.  Moreover, the need for additional           
capital may be further increased in the event that (I) a material         
adverse judgment is rendered against the Company in the pending WARN      
Act litigation (See preceding discussion of Warn Act Litigation); or      
(ii) there is any significant decline in the Company's results of         
operations; (iii) the development and opening of the Fremont Street       
Experience is materially delayed or is subject to material cost           
overruns.  Without additional financing, the Company believes that it     
is unlikely it will be able to maintain a level of operating cash flow    
necessary to satisfy all of its financial obligations for the             
remainder of 1995.  To meet these obligations, the Company anticipates    
it will have to raise additional working capital, refinance or extend     
repayment of its outstanding debt, obtain from the noteholders            
additional waivers of default or covenant noncompliance under the         
First Mortgage Notes and the Mortgage Notes, or a combination of the      
foregoing.  There is no assurance that any of these alternatives could    
be effected on satisfactory terms.  In particular, certain covenants      
of the indenture relating to the First Mortgage Notes and of the          
purchase agreement relating to the Mortgage Notes restrict the ability    
of the Company and its subsidiaries to incur additional indebtedness      
or to secure such indebtedness and may impair the Company's ability to    
obtain additional debt financing.  If these alternatives prove to be      
unavailable, Elsinore may be required to, sell assets or seek             
protection under bankruptcy laws.                                         

RESULTS OF OPERATIONS                                                     

THREE MONTHS ENDED JUNE 30, 1995 AND 1994                                 

REVENUES                                                                  
Total revenues, net of promotional allowances, decreased $1,750,000       
(11.1%). However, casino revenues, decreased $2,020,000 (17.1),           
primarily due to disruption of traffic flow to downtown Las Vegas         
caused by construction of the Fremont Street Experience attraction and    
related infrastructure improvements and lower than expected hold          
percentages in table games.  Promotional allowances, which                
are subtracted from gross revenues, decreased $143.000 (8.0%) for the     
same reasons.                                                             

The decrease in casino revenues, from the comparable prior period,        
consisted of a $1,415,000 (34.4%)  decrease in table game revenues and    
a $605,000 (7.8%) decrease in slot revenues. The decrease in table        
games revenues is about equally attributable to unfavorable volume and    
win variances, especially Craps, while the decrease in slot revenues      
is almost entirely due to decreased volumes of play.                      

ELSINORE CORPORATION AND SUBSIDIARIES           
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL               
CONDITION AND RESULTS OF OPERATIONS               

Hotel revenues for the 1995 period were slightly higher than 1994.        
Food and beverage revenues decreased by $116,000 (3.7%) reflecting the    
lower volume of customer traffic in the casino during the 1995            
quarter. Interest and other income increased $230,000 primarily           
because of interest earned on notes receivable and advances arising       
from the 7 Cedars Casino project.                                         

COSTS AND EXPENSES                                                        

Total costs and expenses, excluding interest, depreciation and casino     
development costs decreased $1,029,000 (7.0%). Casino costs and           
expenses decreased $239,000 (6.8%) primarily as a result of the           
combined effects of reduced casino payroll expenses resulting from        
cost containment programs and the decrease in casino volume.  Hotel       
expenses decreased 152,000 (6.0%) due to reduced payroll and other        
operating expenses.                                                       

Food and beverage expenses decreased $134,000 (4.8%) in line with         
decreased food and beverage revenues.                                     

Taxes and licenses decreased $142,000 (8.4%) primarily due to lower       
gaming taxes as a result of lower gaming revenues. Selling, general       
and administrative expenses decreased $500,000 (15.3%) from 1994          
primarily due to reductions of payroll costs, outside services and        
other expenses of the administrative and development departments.         

Rent expenses increased $138,000 (16.4%) primarily because of an          
increase in gaming equipment leased under operating leases.               

Depreciation and amortization increased $84,000 (9.0%) primarily          
because of amortization of debt issue costs related to long-term debt     
and to a lesser extent because of increased depreciation as a result      
of capital expenditures.                                                  

Interest on prior period tax obligations increased $80,000 primarily      
because of accruals at higher effective rates during the quarter.         
Interest expense, excluding interest on prior period income taxes,        
increased $147,000 primarily because of  interest on the $3,000,000       
face amount 20% mortgage notes issued in October 1994.                    

SIX MONTHS ENDED JUNE 30, 1995 AND 1994                                   

REVENUES                                                                  

Total revenues, net of promotional allowances, decreased $1,886,000       
(6.0%). However, casino revenues, decreased $2,884,000 (12.3%),           
primarily due to the disruption of traffic flow to downtown Las Vegas     
caused by construction of the Fremont Street Experience attraction and    
related infrastructure improvements and lower than expected hold          
percentages in table games.  Promotional allowances, which                
are subtracted from gross revenues, decreased $312,000 (8.1%) for the     
same reasons.                                                             

The decrease in casino revenues, from the comparable prior period,        
consisted of a  $2,033,000 (23.2%)  decrease in table game revenues       
and a $851,000 (5.8%) decrease in slot revenues. The decreases in         

ELSINORE CORPORATION AND SUBSIDIARIES             
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL               
CONDITION AND RESULTS OF OPERATIONS               

table games revenues resulted from decreases in both volumes of play      
and win percentages. The decrease in slot revenues resulted primarily     
from decreases in volumes of play.                                        

In contrast to the decrease in casino revenues, hotel revenues            
increased $197,000 (4.3%) in 1995 primarily because of increased room     
occupancy. (The Four Queens refurbishment program reduced available       
room nights by about 7,800 during the 1994 March quarter).                

Food and beverage revenues decreased by $41,000 (0.7%) primarily due      
to a decrease in beverage revenues which was mostly offset by             
increased food revenues. Interest and other income increased $530,000     
primarily because of interest earned on notes receivable and advances     
arising from Native American casino development.                          

COSTS AND EXPENSES                                                        

Total costs and expenses, excluding interest, depreciation and casino     
development costs decreased $700, 000 (2.4%). Casino costs and            
expenses decreased $700,000 (9.2%) primarily as a result of reduced       
casino payroll expenses resulting from cost containment programs and      
the decrease in casino volume. Hotel expenses decreased 167,000           
(3.4%).                                                                   

Food and beverage expenses increased $240,000 (4.5%). Food cost of        
goods sold increased $131,000 (6.8%) and food payroll costs increased     
$167,000 (8.9%), primarily because of the combined effects of the use     
of two loss leaders (prime rib and shrimp cocktail) in an effort to       
attract additional casino customers and the operations of the two new     
specialty restaurants, which did not open until the second quarter of     
1994. Beverage expenses were slightly less during 1995.                   

Taxes and licenses increased 114,000 (3.3%) in 1995 with higher           
payroll taxes partially offset by lower gaming taxes expenses.            
Selling, general and administrative expenses decreased $243,000 (4.1%)    
from 1994 primarily as a result of reduced payroll expenses resulting     
from cost containment programs.                                           

Casino development costs of $1,037,000 (which were to be amortized        
over the initial 60 months of the management contract), were charged      
to expense during the quarter ending March 31, 1995, because  of the      
Company's disengagement from management of the Spotlight 29 Casino        
operation, described more fully elsewhere herein.                         

Rent expenses increased $284,000 (17.1%) primarily because of an          
increase in gaming equipment leased under operating leases.               

Depreciation and amortization increased $181,000 (9.7%) primarily         
because of amortization of debt issue costs related to long-term debt     
and to a lesser extent because of increased depreciation as a result      
of capital expenditures.                                                  

Interest on prior period tax obligations increased $448,000 primarily     
because of accruals at higher effective rates during the quarter.         
Interest expense, excluding interest on prior period income taxes,        
increased $272,000 primarily because of interest on the $3,000,000        
face amount, 20% mortgage notes, issued in October 1994.                  

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ELSINORE CORPORATION AND SUBSIDIARIES             
OTHER INFORMATION               

PART II.  OTHER INFORMATION                                               

Item 1.     Legal Proceedings:                                  

         Disclosed in Note 4 of the Condensed Consolidated
             Financial Statements in Part 1 and is incorporated by
reference herein.                       

Item 5.     Other Information:                                  

   Described in Notes 4 and 5 of the Condensed
          Consolidated Financial Statements in Part 1 and is
incorporated by reference herein.       

Item 6.     Exhibits and Reports of Form 8-K:                   

(a) Letter From Court and "Order For Verdict      
Upon Liability Issues" relating to        
WARN Act litigation.                      

(b) Form 8-K dated July 7, 1995.                  

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SIGNATURES                    

Pursuant to the requirements of the Securities Exchange Act of 1934,      
as amended, the Registrant has duly caused this report to be signed on    
its behalf by the undersigned thereunto authorized.                       

                                  ELSINORE CORPORATION
                                  (Registrant)

                            By:   /s/ Thomas E. Martin
                                     THOMAS E. MARTIN, President
                                     and Chief Executive Officer

                         By:   /s/ Gary R. Acord
                               GARY R. ACORD, Sr. Vice
                                     President and Chief Financial
               Officer

Dated:         August 14, 1995                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

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		8/14/95		7
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