United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q


[X]x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 20072008

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 No. 0-22088

[Missing Graphic Reference]Logo

MONARCH CASINO & RESORT, INC.
(Exact name of registrant as specified in its charter)

Nevada
88-0300760
(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)(I.R.S. Employer Identification No.)
  
3800 S. Virginia St.
 
3800 S. Virginia St.
Reno, Nevada
89502
(Address of Principal Executive Offices)(ZIP Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

(775)  335-4600
Registrant's telephone number, including area code:
___________________

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 90 days.
Yes x                      No o¨



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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a non-accelerated filer.smaller reporting company. See definitiondefinitions of "accelerated filer“large accelerated filer”, “accelerated filer”, “non-accelerated filer” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  oAccelerated Filer xNon-Accelerated Filer o¨
Accelerated Filer  x
Non-Accelerated Filer  ¨
Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o¨ No  x


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

Common stock, $0.01 par value 19,089,68616,122,048 shares
Class Outstanding at November 7, 2007July 22, 2008

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TABLE OF CONTENTS



Item
Page Number
PART I - FINANCIAL INFORMATION 
Item 1.Financial Statements 
 
4
 
5
 
6
 
7
  
Item 2.1415
   
Item 3.2224
   
Item 4.
2224
   
PART II - OTHER INFORMATION22
Item 1.2325
  
Item 1A. Risk Factors23
 
Item 6. ExhibitsRisk Factors
2425
   
Item 4.26
Item 6.26
Signatures2527
 Exhibit 31.1 Certification of John Farahi pursuant to Section 302 of the Sarbanes-Oxley Act of 20022628
 Exhibit 31.2 Certification of Ronald Rowan pursuant to Section 302 of the Sarbanes-Oxley Act of 20022729
 Exhibit 32.1 Certification of John Farahi pursuant to Section 906 of the Sarbanes-Oxley Act of 20022830
 Exhibit 32.2 Certification of Ronald Rowan pursuant to SectionSECTION 906 of the Sarbanes-Oxley Act ofOF THE SARBANES-OXLEY ACT OF 20022931




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Statements of Income
(Unaudited)

 Three Months Ended  Six Months Ended 
 
Three Months Ended
September 30, 
Nine Months Ended
September 30,
 June 30,  June 30, 
  2007  2006  2007  2006  2008  2007  2008  2007 
Revenues                         
Casino $29,936,988 $27,716,814 $84,512,978 $77,621,373  $25,672,907  $29,277,718  $49,428,857  $54,575,990 
Food and beverage  11,011,808  10,889,609  32,084,196  30,769,768   9,547,395   10,568,173   19,308,615   21,072,388 
Hotel  8,002,564  8,101,167  21,857,687  20,580,811   5,545,006   7,027,156   11,375,701   13,855,123 
Other  1,229,521  1,254,264  3,703,972  3,648,862   1,185,503   1,285,828   2,417,572   2,474,451 
Gross revenues  50,180,881  47,961,854  142,158,833  132,620,814   41,950,811   48,158,875   82,530,745   91,977,952 
Less promotional allowances  (6,557,585) (6,213,477) (19,192,626) (17,644,527)  (6,607,046)  (6,597,555)  (12,913,587)  (12,635,041)
Net revenues  43,623,296  41,748,377  122,966,207  114,976,287   35,343,765   41,561,320   69,617,158   79,342,911 
             
Operating expenses                             
Casino  9,232,990  8,991,885  26,970,411  25,483,766   9,266,916   9,268,084   18,013,416   17,737,421 
Food and beverage  5,381,681  5,143,751  15,217,367  14,634,537   4,606,282   4,866,969   9,295,647   9,835,686 
Hotel  2,161,564  2,206,631  6,416,669  6,312,500   1,967,720   2,111,765   4,073,093   4,255,105 
Other  386,056  384,033  1,127,113  1,116,317   312,997   377,437   659,651   741,057 
Selling, general and administrative  12,731,275  11,681,175  37,054,086  35,156,852   12,877,513   12,792,008   25,981,613   24,322,811 
Depreciation and amortization  1,982,184  2,139,592  6,122,600  6,430,831   1,893,237   2,064,970   3,899,794   4,140,416 
Total operating expenses  31,875,750  30,547,067  92,908,246  89,134,803   30,924,665   31,481,233   61,923,214   61,032,496 
Income from operations  11,747,546  11,201,310  30,057,961  25,841,484   4,419,100   10,080,087   7,693,944   18,310,415 
Other income (expense)             
Other (expense) income                
Interest income  568,462  154,230  1,385,883  190,732   46,238   473,537   297,582   817,421 
Interest expense  -  (15,401) (152,274) (74,845)  (131,335)  (3,174)  (135,492)  (152,274)
Total other income (expense)  568,462  138,829  1,233,609  115,887 
             
Total other (expense) income  (85,097)  470,363   162,090   665,147 
Income before income taxes  12,316,008  11,340,139  31,291,570  25,957,371   4,334,003   10,550,450   7,856,034   18,975,562 
Provision for income taxes  (4,280,000) (3,969,098) (10,860,000) (8,996,000)  (1,531,100)  (3,650,000)  (2,751,100)  (6,580,000)
Net income $8,036,008 $7,371,041 $20,431,570 $16,961,371  $2,802,903  $6,900,450  $5,104,934  $12,395,562 
                             
Earnings per share of common stock                             
Net income                             
Basic $0.42 $0.39 $1.07 $0.89  $0.16  $0.36  $0.29  $0.65 
Diluted $0.41 $0.38 $1.06 $0.88  $0.16  $0.36  $0.29  $0.64 
                             
Weighted average number of common shares and potential common shares outstanding                             
Basic  19,079,062  19,058,896  19,080,347  18,965,694   17,189,200   19,091,756   17,802,518   19,081,173 
Diluted  19,366,043  19,245,639  19,352,064  19,263,869   17,253,109   19,366,442   17,899,384   19,345,213 

The Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.


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Monarch Casino & Resort, Inc.
Condensed Consolidated Balance Sheets

     September 30,   December 31,  June 30,  December 31, 
     2007   2006  2008  2007 
ASSETSASSETS (Unaudited)      (Unaudited)    
Current assetsCurrent assets             
Cash and cash equivalents   $ 52,949,354   $ 36,985,187  $11,672,748  $38,835,820 
Receivables, net   4,590,222   3,268,970   3,679,824   4,134,099 
Federal income tax refund receivable  -   998,123 
Inventories   1,478,542   1,471,667   1,471,347   1,496,046 
Prepaid expenses   3,572,182   2,833,126   3,040,123   3,144,374 
Deferred income taxes    1,547,144   965,025   582,407   1,084,284 
Total current assets     64,137,444   45,523,975   20,446,449   49,692,746 
Property and equipmentProperty and equipment               
Land   10,339,530   10,339,530   12,162,522   10,339,530 
Land improvements   3,166,107   3,166,107   3,511,484   3,166,107 
Buildings   78,955,538   78,955,538   80,655,538   78,955,538 
Building improvements   10,435,062   10,435,062   10,435,062   10,435,062 
Furniture and equipment   71,746,192   72,708,061   73,328,364   72,511,165 
Leasehold improvements   1,346,965     1,346,965   1,346,965   1,346,965 
      175,989,394   176,951,263   181,439,935   176,754,367 
Less accumulated depreciation and amortization   (90,245,245)    (84,325,578)  (96,011,025)  (92,215,149)
      85,744,149   92,625,685   85,428,910   84,539,218 
Construction in progress   10,968,149     -   53,494,393   17,236,062 
Net property and equipment      96,712,298   92,625,685   138,923,303   101,775,280 
Other assets, netOther assets, net 84,822     231,247   2,817,842   2,817,842 
Total assets  $160,934,564    $138,380,907  $162,187,594  $154,285,868 
                    
LIABILITIES AND STOCKHOLDERS' EQUITYLIABILITIES AND STOCKHOLDERS' EQUITY               
Current liabilitiesCurrent liabilities               
Borrowings under credit facility $34,000,000  $- 
Accounts payable  $8,053,256   $8,590,669   12,788,488   10,840,318 
Construction payable   1,525,987   -   3,330,226   1,971,022 
Accrued expenses   8,770,601   9,878,851   9,193,030   9,230,157 
Federal income taxes payable   1,371,747     16,457   51,100   - 
Total current liabilities        19,721,591     18,485,977   59,362,844   22,041,497 
Deferred income taxesDeferred income taxes 3,708,614     4,248,614   2,825,433   2,825,433 
Total LiabilitiesTotal Liabilities 23,430,205     22,734,591   62,188,277   24,866,930 
Commitments and contingencies
Stockholders' equity
     
Preferred stock, $.01 par value, 10,000,000   -   - 
shares authorized; none issued
Common stock, $.01 par value, 30,000,000 shares         
authorized; 19,096,300 shares issued;         
19,067,518 outstanding at 9/30/07         
19,065,968 outstanding at 12/31/06   190,963   190,726 
Stockholders' equity        
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued  -   - 
Common stock, $.01 par value, 30,000,000 shares authorized; 19,096,300 shares issued; 16,122,048 outstanding at 6/30/08 18,566,540 outstanding at 12/31/07  190,963   190,963 
Additional paid-in capital   25,285,175   23,205,045   26,891,871   25,741,972 
Treasury stock, 28,782 shares at 9/30/07         
6,582 shares at 12/31/06, at cost   (678,039)   (24,145)
Treasury stock, 2,974,252 shares at 6/30/08 529,760 shares at 12/31/07, at cost  (48,943,359)  (13,268,905)
Retained earnings   112,706,260     92,274,690   121,859,842   116,754,908 
Total stockholders' equity        137,504,359     115,646,316   99,999,317   129,418,938 
Total liabilities and stockholder's equity  $160,934,564    $138,380,907  $162,187,594  $154,285,868 

The Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

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5



Monarch Casino & Resort, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

  Nine Months Ended
  September 30, Six Months Ended June 30, 
  2007 2006 2008  2007 
Cash flows from operating activities:Cash flows from operating activities:         
Net income$ 20,431,570 $ 16,961,371
Adjustments to reconcile net income to net   
cash provided by operating activities:   
 Depreciation and amortization6,122,600 6,430,831
 Amortization of deferred loan costs148,838 15,402
 Share-based compensation1,663,197 2,748,635
 Provision for bad debts242,126 937,762
 (Gain) loss on disposal of assets(6,969) 49,259
 Deferred income taxes(1,122,118) (1,142,819)
Changes in operating assets and liabilities:   
 Receivables(1,563,378) (561,759)
 Inventories(6,875) (33,180)
 Prepaid expenses(739,056) (653,236)
 Other assets(2,413) -
 Accounts payable(537,412) (252,968)
 Accrued expenses(1,108,250) (523,191)
 Federal income taxes payable1,355,290 1,338,218
 Net cash provided by operating activities24,877,150 25,314,325
Net income $5,104,934  $12,395,562 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  3,899,794   4,140,416 
Amortization of deferred loan costs  -   148,838 
Share based compensation  1,149,899   1,072,018 
Provision for bad debts  607,721   22,786 
Gain on disposal of assets  (10,200)  (5,770)
Deferred income taxes  501,877   (740,206)
Changes in operating assets and liabilities:        
Receivables, net  844,677   (379,484)
Inventories  24,700   (23,254)
Prepaid expenses  104,251   (174,778)
Other assets  -   (4,826)
Accounts payable  1,948,170   1,794,905 
Accrued expenses  (37,127)  59,915 
Federal income taxes payable, net  51,100   930,599 
Net cash provided by operating activities  14,189,796   19,236,721 
             
Cash flows from investing activities:Cash flows from investing activities:           
Proceeds from sale of assets6,969 38,280
Change in construction payable1,525,987 -
Acquisition of property and equipment(10,209,214) (4,235,862)
 Net cash used in investing activities(8,676,258) (4,197,582)
Proceeds from sale of assets  10,200   5,770 
Acquisition of property and equipment  (41,047,818)  (5,263,977)
Changes in construction payable  1,359,204   - 
Net cash used in investing activities  (39,678,414)  (5,258,207)
             
Cash flows from financing activities:Cash flows from financing activities:           
Proceeds from exercise of stock options340,682 2,141,262
Tax benefit of stock option exercise178,904 613,841
Principal payments on long-term debt- (8,100,000)
Purchase of treasury stock(756,311) -
 Net cash used in financing activities(236,725) (5,344,897)
 Net increase in cash15,964,167 15,771,846
Proceeds from exercise of stock options  -   311,353 
Tax benefit of stock option exercise  -   141,684 
Borrowings under credit facility  34,000,000   - 
Purchase of treasury stock  (35,674,454)  - 
Net cash (used in) provided by financing activities  (1,674,454)  453,037 
Net (decrease) increase in cash  (27,163,072)  14,431,551 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period36,985,187 12,886,494  38,835,820   36,985,187 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$ 52,949,354 $ 28,658,340 $11,672,748  $51,416,738 
             
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:           
Cash paid for interest$ 3,437 $ 66,659
Cash paid for income taxes$ 10,447,923 $ 7,900,000
Cash paid for interest. $50,158  $3,437 
Cash paid for income taxes $1,200,000  $6,247,923 

The Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

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MONARCH CASINO & RESORT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:Presentation:

Monarch Casino & Resort, Inc. ("Monarch"), a Nevada corporation, was incorporated in 1993.  Monarch's wholly-owned subsidiary, Golden Road Motor Inn, Inc. ("Golden Road"), operates the Atlantis Casino Resort (the "Atlantis"), a hotel/casino facility in Reno, Nevada. Unless stated otherwise, the "Company" refers collectively to Monarch and its Golden Road subsidiary.

The condensed consolidated financial statements include the accounts of Monarch and Golden Road. Intercompany balances and transactions are eliminated.

Interim Financial Statements:

Interim Financial Statements:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principlesU.S. GAAP for complete financial statements.  In the opinion of management of the Company, all adjustments considered necessary for a fair presentation are included.  Operating results for the three months and ninesix months ended SeptemberJune 30, 20072008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.2008.

The balance sheet at December 31, 20062007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principlesGAAP for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.2007.

Use of Estimates:

Use of Estimates:

In preparing these financial statements in conformity with U.S. generally accepted accounting principles,GAAP , management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the respective periods. Actual results could differ from those estimates.

Self-insurance Reserves:

Self-insurance Reserves:

The Company reviews self-insurance reserves at least quarterly. The amount of reserve is determined by reviewing the actual expenditures for the previous twelve-month period and reviewing reports prepared by third party plan administrators for any significant unpaid claims. The reserve is accrued at an amount needed to pay both reported and unreported claims as of the balance sheet dates, which management believes are adequate.

Inventories:

Inventories:

Inventories, consisting primarily of food, beverages, and retail merchandise, are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis.


Property and Equipment:

Property and Equipment:

Property and equipment are stated at cost, less accumulated depreciation and amortization. Since inception, property and equipment have been depreciated principally on a straight line basis over the estimated service lives as follows:


Land improvements:15-40 years
Buildings:30-40 years
Building improvements:15-40 years
Furniture:5-10 years
Equipment:5-20 years


In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets," the Company evaluates the carrying value of its long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable from related future undiscounted cash flows. Indicators which could trigger an impairment review include legal and regulatory factors, market conditions and operational performance. Any resulting impairment loss, measured as the difference between the carrying amount and the fair value of the assets, could have a material adverse impact on the Company's financial condition and results of operations.

For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair market value less costs of disposal.  Fair market value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model.

Casino Revenues:Revenues:

Casino revenues represent the net win from gaming activity, which is the difference between wins and losses. Additionally, net win is reduced by a provision for anticipated payouts on slot participation fees, progressive jackpots and any pre-arranged marker discounts.

Promotional Allowances:

Promotional Allowances:

The Company’s frequent player program, Club Paradise, allows members, through the frequency of their play at the casino, to earn and accumulate point values, which may be redeemed for a variety of goods and services at the Atlantis Casino Resort. Point values may be applied toward room stays at the hotel, food and beverage consumption at any of the food outlets, gift shop items as well as goods and services at the spa and beauty salon. Point values earned may also be applied toward off-property events such as concerts, shows and sporting events. Point values may not be redeemed for cash.

Awards under the Company’s frequent player program are recognized as promotional expenses at the time of redemption.

The retail value of hotel, food and beverage services provided to customers without charge is included in gross revenue and deducted as promotional allowances. The cost associated with complimentary food, beverage, rooms and merchandise redeemed under the program is recorded in casino costs and expenses.

Income Taxes:

Income Taxes:

Income taxes are recorded in accordance with the liability method specified by SFAS No. 109, "Accounting for Income Taxes."  Under the asset and liability approach for financial accounting and reporting for income taxes, the following basic principles are applied in accounting for income taxes at the date of the financial statements: (a) a current liability or asset is recognized for the estimated taxes payable or refundable on taxes for the current year; (b) a deferred income tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and carryforwards; (c) the measurement of current and deferred tax liabilities and assets is based on the provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated; and (d) the measurement of deferred income taxes is reduced, if necessary, by the amount of any tax benefits that, based upon available evidence, are not expected to be realized.


The Company also applies the requirements of FIN 48 which prescribes minimum recognition thresholds a tax position is required to meet before being recognized in the financial statements.  FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.  

Allowance for Doubtful Accounts:

Allowance for Doubtful Accounts:

The Company extends short-term credit to its gaming customers. Such credit is non-interest bearing and due on demand. In addition, the Company also has receivables due from hotel guests, which are secured primarily secured with a credit card at the time a customer checks in. An allowance for doubtful accounts is set up for all Company receivables based upon the Company’s historical collection and write-off experience, unless situations warrant a specific identification of a necessary reserve related to certain receivables.  The Company charges off its uncollectible receivables once all efforts have been made to collect such receivables. The book value of receivables approximates fair value due to the short-term nature of the receivables.

Stock Based Compensation:

Stock Based Compensation:

On January 1, 2006, the Company adopted the provisions of SFAS 123R requiring the measurement and recognition of all share-based compensation under the fair value method. The Company implemented SFAS 123R using the modified prospective transition method.

Concentrations of Credit Risk:

Concentrations of Credit Risk:

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of bank deposits and trade receivables. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company's customer base. The Company believes it is not exposed to any significant credit risk on cash and accounts receivable.

Certain Risks and Uncertainties:

Certain Risks and Uncertainties:

A significant portion of the Company's revenues and operating income are generated from patrons who are residents of northern California. A change in general economic conditions or the extent and nature of casino gaming in California, Washington or Oregon could adversely affect the Company's operating results. On September 10, 1999, California lawmakers approved a constitutional amendment that gave Indian tribes the right to offer slot machines and a range of house-banked card games. On March 7, 2000, California voters approved the constitutional amendment. Several Native American casinos have opened in Northern California since passage of the constitutional amendment. A large Native American casino facility opened in the Sacramento area, one of the Company’s primary feeder markets, in June of 2003. Other new Native American casinos are under construction in the northern California market, as well as other markets the Company currently serves, that could have an impact on the Company's financial position and results of operations.  TheIn June 2004, five California Indian tribes signed compacts with the state that allow the tribes to increase the number of slot machines beyond the previous 2,000-per-tribe limit in exchange for higher fees from each of the five tribes.  In February 2008, the voters of the State of California has approved compacts with primarilyfour tribes located in Southern California located Native American tribes that increasesincrease the total numberlimit of Native American operated slot machines in the State of California. Opponents to the compacts are working on a referendum to overturn the new gaming compacts to be voted on at the February 5 presidential primaries. Certain tribes in favor



In addition, the Company relies on non-conventioneer visitors partially comprised of individuals flying into the Reno area. The threat of terrorist attacks could have an adverse effect on the Company's revenues from this segment. The terrorist attacks that took place in the United States on September 11, 2001, were unprecedented events that created economic and business uncertainties, especially for the travel and tourism industry.  The potential for future terrorist attacks, the national and international responses, and other acts of war or hostility including the ongoing situation in Iraq, have created economic and political uncertainties that could materially adversely affect our business, results of operations, and financial condition in ways we cannot predict.

A change in regulations on land use requirements with regard to development of new hotel casinos in the proximity of the Atlantis could have an adverse impact on our business, results of operations, and financial condition.

The Company also markets to Reno-areanorthern Nevada residents. A major casino-hotel operator that successfully focuses on local resident business in Las Vegas announced plans to develop hotel-casino properties in Reno. The competition for this market segment is likely to increase and could impact the Company’s business.


NOTE 2. STOCK-BASED COMPENSATION

The Company’s three stock option plans, consisting of the Directors' Stock Option Plan, the Executive Long-term Incentive Plan, and the Employee Stock Option Plan (the "Plans"), collectively provide for the granting of options to purchase up to 3,250,000 common shares. The exercise price of stock options granted under the Plans is established by the respective plan committees, but the exercise price may not be less than the market price of the Company's common stock on the date the option is granted. The Company’s stock options typically vest on a graded schedule, typically in equal, one-third increments, although the respective stock option committees have the discretion to impose different vesting periods or modify existing vesting periods. Options expire ten years from the grant date. By their amended terms, the Plans will expire in June 2013 after which no options may be granted.

A summary of the current year stock option activity as of and for the ninesix months ended SeptemberJune 30, 20072008 is presented below:

   Weighted Average      Weighted Average    
Options Shares Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Shares  Exercise Price  Remaining Contractual Term  Aggregate Intrinsic Value 
Outstanding at beginning of period 1,121,199 $16.49 - -  1,295,426  $19.04   -   - 
Granted 59,963 25.78 - -  74,957   17.15   -   - 
Exercised (33,662) 10.12 - -  -   -   -   - 
Forfeited (20,000) 18.53 - -  (20,000)  24.04   -   - 
Expired - - - -  -   -   -   - 
Outstanding at end of period 1,127,500 $17.14 7.9 yrs. $12,753,150  1,350,383  $18.86  7.5 yrs.  $(9,512,414)
Exercisable at end of period 329,867 $12.95 7.2 yrs. $ 5,114,026  542,750  $10.20  7.0 yrs.  $(782,787)



A summary of the status of the Company’s nonvested shares as of SeptemberJune 30, 2007,2008, and for the ninesix months ended SeptemberJune 30, 2007,2008, is presented below:
Nonvested Shares Shares Weighted-Average Grant Date Fair Value Shares  
Weighted-Average
Grant Date Fair
Value
 
Nonvested at January 1, 2007 774,330 $18.14
Nonvested at January 1, 2008  782,676  $10.43 
Granted 59,963 7.66  74,957   6.49 
Vested (16,660) 4.54  (30,000)  6.54 
Forfeited (20,000) 7.45  (20,000)  24.04 
Nonvested at September 30, 2007 797,633 $ 8.83
Nonvested at June 30, 2008  807,633  $10.20 











Expense Measurement and Recognition:Recognition:

On January 1, 2006, the Company adopted the provisions of SFAS 123R requiring the measurement and recognition of all share-based compensation under the fair value method. The Company implemented SFAS 123R using the modified prospective transition method.  Accordingly, for the ninesix months ended SeptemberJune 30, 20072008 and 2006,2007, the Company recognized share-based compensation for all current award grants and for the unvested portion of previous award grants based on grant date fair values. Prior to fiscal 2006, the Company accounted for share-based awards under the disclosure-only provisions of SFAS No. 123, as amended by SFAS No. 148, but applied APB No. 25 and related interpretations in accounting for the Plans, which resulted in pro-forma compensation expense only for stock option awards. Prior period financial statements have not been adjusted to reflect fair value share-based compensation expense under SFAS 123R.  With the adoption of SFAS 123R, the Company changed its method of expense attribution for fair value share-based compensation from the straight-line approach to the accelerated approach for all awards granted. The Company anticipates the accelerated method will provide a more meaningful measure of costs incurred and be most representative of the economic reality associated with unvested stock options outstanding. Unrecognized costs related to all share-based awards outstanding at SeptemberJune 30, 20072008 is approximately $3.2$3.9 million and is expected to be recognized over a weighted average period of 1.361.18 years.

The Company uses historical data and projections to estimate expected employee, executive and director behaviors related to option exercises and forfeitures.

The Company estimates the fair value of each stock option award on the grant date using the Black-Scholes valuation model incorporating the assumptions noted in the following table. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate.  Option valuation assumptions for options granted during the thirdeach quarter of 2006 were as follows (there were no option grants during the third quarter of 2007):follows:

Three Months
Ended September 30,
 
Three Months
Ended June 30,
 
20072006 2008  2007 
Expected volatility-45.5%  55.1%  37.8%
Expected dividends--  -   - 
Expected life (in years)          
Directors’ Plan-2.5  2.5   2.5 
Executive Plan-8.4  4.5   8.3 
Employee Plan-3.2  3.1   3.1 
Weighted average risk free rate-5.1%  1.9%  4.5%
Weighted average grant date fair value per share of options granted-$ 6.59 $4.77  $7.66 
Total intrinsic value of options exercised$105,239$ 28,286  -  $465,471 


The risk-free interest rate is based on the U.S. treasury security rate in effect as of the date of grant. The expected lives of options are based on historical data of the Company.  Upon implementation of SFAS 123R, the Company determined that an implied volatility is more reflective of market conditions and a better indicator of expected volatility.

Reported stock based compensation expense was classified as follows:

Three Months Ended Nine Months Ended Three Months Ended  Six Months Ended 
September 30, September 30, June 30,  June 30, 
2007 2006 2007 2006 2008  2007  2008  2007 
Casino$ 17,865 $ 7,775 $ 53,839 $ 37,553 $20,490  $21,285  $40,970  $35,974 
Food and beverage14,424 7,579 38,015 39,894  18,816   11,972   35,583   23,591 
Hotel9,676 7,404 27,734 36,742  9,520   9,152   20,117   18,058 
Selling, general and administrative549,214 465,778 1,543,609 2,634,447  536,002   529,725   1,053,229   994,395 
Total stock-based compensation, before taxes591,179 488,535 1,663,197 2,748,636  584,828   572,134   1,149,899   1,072,018 
Tax benefit(206,913) (170,987) (582,119) (962,022)  (204,689)  (200,247)  (402,464)  (375,206)
Total stock-based compensation, net of tax$ 384,266 $ 317,548 $ 1,081,078 $1,786,614 $380,139  $371,887  $747,435  $696,812 


NOTE 3. EARNINGS PER SHARE

The Company reports "basic" earnings per share and "diluted" earnings per share in accordance with the provisions of SFAS No. 128, "Earnings Per Share." Basic earnings per share is computed by dividing reported net earnings by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share reflect the additional dilution for all potentially dilutive securities such as stock options.  The following is a reconciliation of the number of shares (denominator) used in the basic and diluted earnings per share computations (shares in thousands):

 Three Months Ended September 30, Three Months Ended June 30, 
 2007 2006 2008  2007 
 Shares Per Share Amount Shares Per Share Amount Shares  Per Share Amount  Shares  Per Share Amount 
Basic 19,079 $0.42 19,059 $0.39  17,189  $0.16   19,092  $0.36 
Effect of dilutive stock options 287 (0.01) 187 (0.01)  64   -   274   - 
Diluted 19,366 $0.41 19,246 $0.38  17,253  $0.16   19,366  $0.36 


 Nine Months Ended September 30, Six Months Ended June 30, 
 2007 2006 2008  2007 
 Shares Per Share Amount Shares Per Share Amount Shares  Per Share Amount  Shares  Per Share Amount 
Basic 19,080 $1.07 18,966 $0.89  17,803  $0.29   19,081  $0.65 
Effect of dilutive stock options 272 (0.01) 298 (0.01)  96   -   264   (0.01)
Diluted 19,352 $1.06 19,264 $0.88  17,899  $0.29   19,345  $0.64 


Excluded from the computation of diluted earnings per share are options where the exercise prices are greater than the market price as their effects would be anti-dilutive in the computation of diluted earnings per share.


NOTE 4. RECENTLY ISSUED ACCOUNTING STANDARDS

The January 1, 2007 adoption of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes, did not affect our financial position. The Company is not subject to foreign or state income tax. The Company files a federal tax return only. As of the date of adoption, tax years 2003 through 2006 were subject to examination by the Internal Revenue Service. As of June 30, 2007, the statute of limitation for the 2003 tax year has closed. The Company’s accounting policy with respect to interest and penalties arising from income tax settlements is to recognize them as part of the provision for income taxes.

In February 2007,September 2006, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 159, “TheSFAS 157, Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement 115” that provides companies with an option to report certain financial assets and liabilities in their entirety at fair value. This statement is effective for fiscal years beginning after November 15, 2007. The fair value option may be applied instrument by instrument, and may be applied only to entire instruments. A business entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. We are evaluating our options provided for under this statement and their potential impact on its financial statements when implemented.Measurements.  SFAS 159 is being reviewed in conjunction with the requirements of SFAS 157 discussed below.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value for both assetsin U.S. GAAP and liabilities through aexpands disclosures about fair value hierarchy and expands disclosure requirements. SFAS 157measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  In February 2008, the FASB issued FASB Staff Position FAS 157-2, which defers the effective date of SFAS 157 for non-financial assets and liabilities that are recognized or disclosed at fair value in the entity’s financial statements on a recurring basis to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years.  We are evaluating SFAS 157 as it relates to non-financial assets and have not yet determined the impact the adoption will have on the consolidated financial statements. The adoption of SFAS No. 157 for financial assets did not have a material impact on the Company’s financial position, results of operations or cash flows

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The adoption of SFAS No. 159 did not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141 (revised) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, noncontrolling interest in the acquiree and the goodwill acquired. The revision is intended to simplify existing guidance and converge rulemaking under U.S. GAAP with international accounting rules. This statement applies prospectively to business combinations where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We will adopt FAS 141 (revised) in the first quarter of 2009.  The adoption of SFAS No. 141 (revised) is prospective and early adoption is not permitted.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51.”  This statement establishes accounting and reporting standards for ownership interest in subsidiaries held by parties other than the parent and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amount attributable to both the parent and the noncontrolling interests. The statement also establishes reporting requirements that provide sufficient disclosure that clearly identify and distinguish between the interest of the parent and those of the noncontrolling owners. This statement is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS No. 160 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”. SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Under SFAS 161, entities are required to provide enhanced disclosures about how and why they use derivative instruments, how derivative instruments and related hedged items are accounted for and the affect of derivative instruments on the entity’s financial position, financial performance and cash flows.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We will adopt SFAS 161 in the first quarter of 2009. The adoption of SFAS No. 161 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.


In May 2008, the FASB issued SFAS 162, “The Hierarchy of Generally Accepted Accounting Principles”, which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 will become effective sixty days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”.  The adoption of the provisions of SFAS 162 is not anticipated to materially impact the Company’s financial position, results of operations or cash flows.


NOTE 5. RELATED PARTY TRANSACTIONS

 On July 26, 2006, the Company submitted a formal offer to Biggest Little Investments, L.P. (“BLI”), formulated and delivered by a committee comprised of the Company’s independent directors (the “Committee”), to purchase the 18.95-acre shopping center (the “Shopping Center”) adjacent to the Atlantis Casino Resort Spa.  On October 16, 2006, the Committee received a letter from counsel to BLI advising the Company that BLI, through its general partner, Maxum, L.L.C., had “decided that such offer is not in the best interest of the Partnership’s limited partners and, therefore, will not be entering into negotiations with Monarch.”  While there have been subsequent communications between BLI and the Company from time to time regarding the Company’s interest in the Shopping Center, nothing has resulted. The Board of Directors continues to consider expansion alternatives.

Although there is currently a dispute as to how the units are held, collectively, John Farahi, Bob Farahi and Ben Farahi beneficially own a controlling interest in BLI through their beneficial ownership interest in Western Real Estate Investments, LLC.BLI.  John Farahi is Co-Chairman of the Board, Chief Executive Officer, Chief Operating Officer and a Director of Monarch.  Bob Farahi is Co-Chairman of the Board, President, Secretary and a Director of Monarch. Ben Farahi formerly was the Co-Chairman of the Board, Secretary, Treasurer, Chief Financial Officer and a Director of Monarch.  Monarch’s board of directors accepted Ben Farahi’s resignation from these positions on May 23, 2006.

The Company currently rents various spaces in the Shopping Center which it uses as office storage and parking lotstorage space and paid rent of approximately $101,200$67,900 and $162,600$168,600 plus common area expenses for the three and ninesix months ended SeptemberJune 30, 2007,2008, respectively, and approximately $21,800$31,700 and $67,800$61,400 plus common area expenses for the three and ninesix months ended SeptemberJune 30, 2006,2007, respectively.

In addition, a driveway that is being shared between the Atlantis and the Shopping Center was completed on September 30, 2004. As part of this project, in January 2004, the Company leased a 37,368 square-foot corner section of the Shopping Center for a minimum lease term of 15 years at an annual rent of $300,000, subject to increase every 60 months based on the Consumer Price Index. The Company began paying rent to the Shopping Center on September 30, 2004. The Company also uses part of the common area of the Shopping Center and pays its proportional share of the common area expense of the Shopping Center. The Company has the option to renew the lease for three five-year terms, and, at the end of the extension periods, the Company has the option to purchase the leased section of the Shopping Center at a price to be determined based on an MAI Appraisal. The leased space is being used by the Company for pedestrian and vehicle access to the Atlantis, and the Company may use a portion of the parking spaces at the Shopping Center. The total cost of the project was $2.0 million; the Company was responsible for two thirds of the total cost, or $1.35 million. The cost of the new driveway is being depreciated over the initial 15-year lease term; some components of the new driveway are being depreciated over a shorter period of time. The Company paid approximately $75,000 plus common area maintenance charges for its leased driveway space at the Shopping Center during each of the three months ended SeptemberJune 30, 20072008 and 2006.2007.


The Company is currently leasing sign space from the Shopping Center. The lease took effect in March 2005 for a monthly cost of $1. The lease was renewed for another year for a monthly lease of $1,000 effective January 1, 2006, and subsequently renewed on June 15, 2007 for a monthly lease of $1,060. The Company paid $3,180$3,200 and $9,240$6,400 for the leased sign at the Shopping Center for the three and ninesix months ended SeptemberJune 30, 2007,2008, respectively, and paid $3,000$3,060 and $9,000$6,060 for the three and ninesix months ended SeptemberJune 30, 2006,2007, respectively.

The Company is currently leasing billboard advertising space from affiliates of its controlling stockholders and paid $17,500 and $38,500$21,000 for each of the three and ninesix months ended SeptemberJune 30, 2007, respectively. The Company2008, and paid $0 and $21,000 for the three and ninesix months ended SeptemberJune 30, 2006,2007, respectively.

UntilOn December 2006, the Company rented office and storage space from a company affiliated with Monarch’s principal stockholders. The Company expensed $7,000 and $21,000 for the three and nine months ended September 30, 2006, respectively. Effective December 2006, Monarch’s principal stockholders sold this building and, through April 15,24, 2007, the Company continued to rent spaceentered into a lease with Triple “J” Plus, LLC (“Triple J”) for the use of a facility on 2.3 acres of land (jointly the “Property”) across Virginia Street from the new owner whoAtlantis that the Company currently utilizes for storage.  The managing partner of Triple J is a first-cousin of John and Bob Farahi, the Company’s Chief Executive Officer and President, respectively.  The term of the lease is two years requiring monthly rental payments of $20,256.  Commensurate with execution of the lease, the Company entered into an agreement that provides the Company with a purchase option on the Property at the expiration of the lease period while also providing Triple J with a put option to cause the Company to purchase the Property during the lease period.  The purchase price of the Property has been established by a third party appraisal company.  Lastly, as a condition of the lease and purchase option, the Company entered into a promissory note (the “Note”) with Triple J whereby the Company advanced a $2.7 million loan to Triple J.  The Note requires interest only payments at 5.25% and matures on the earlier of i) the date the Company acquires the Property or ii) January 1, 2010.


NOTE 6. FAIR VALUE MEASUREMENTS

In September 2006, the FASB issued statement No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP , and expands disclosures about fair value measurements. The Company has adopted the provisions of SFAS 157 as of January 1, 2008, for financial instruments. Although the adoption of SFAS 157 did not materially impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures as part of its financial statements.

SFAS 157 establishes a related partythree-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to Monarch.develop its own assumptions.  As of June 30, 2008, the Company had no assets that are required to be measured at fair value on a recurring basis.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Monarch Casino & Resort, Inc., through its wholly-owned subsidiary, Golden Road Motor Inn, Inc. ("Golden Road"), owns and operates the tropically-themed Atlantis Casino Resort, a hotel/casino facility in Reno, Nevada (the "Atlantis"). Monarch was incorporated in 1993 under Nevada law for the purpose of acquiring all of the stock of Golden Road. The principal asset of Monarch is the stock of Golden Road, which holds all of the assets of the Atlantis.

Our sole operating asset, the Atlantis, is a hotel/casino resort located in Reno, Nevada. Our business strategy is to maximize the Atlantis' revenues, operating income and cash flow primarily through our casino, our food and beverage operations and our hotel operations. We derive our revenues by appealing to tourists, conventioneers and middle to upper-middle income Reno residents, tourists and conventioneers, emphasizing slot machine play in our casino. We capitalize on the Atlantis' location for locals, tour and travel visitors and conventioneers by offering exceptional service, value and an appealing theme to our guests. Our hands-on management style focuses on customer service and cost efficiencies.



Unless otherwise indicated, "Monarch," "Company," "we," "our" and "us" refer to Monarch Casino & Resort, Inc. and its Golden Road subsidiary.

OPERATING RESULTS SUMMARY

DuringBelow is a summary of our second quarter results for 2008 and 2007:

Amounts in millions, except per share amounts    
          
  Three Months    
  Ended June 30,  Percentage 
  2008  2007  (Decrease)/Increase 
Casino revenues $25.7  $29.3   (12.3)
Food and beverage revenues  9.6   10.6   (9.4)
Hotel revenues  5.6   7.0   (20.0)
Other revenues  1.2   1.3   (7.7)
Net revenues  35.3   41.6   (15.1)
Sales, general and admin expense  12.9   12.8   0.8 
Income from operations  4.4   10.1   (56.4)
             
Net Income  2.8   6.9   (59.4)
             
Earnings per share - diluted  0.16   0.36   (55.6)
             
Operating margin  12.5%  24.3% (11.8) pts. 


  Six Months    
  Ended June 30,  Percentage 
  2008  2007  (Decrease)/Increase 
Casino revenues $49.4  $54.6   (9.5)
Food and beverage revenues  19.3   21.1   (8.5)
Hotel revenues  11.4   13.9   (18.0)
Other revenues  2.4   2.5   (4.0)
Net revenues  69.6   79.3   (12.2)
Sales, general and admin expense  26.0   24.3   7.0 
Income from operations  7.7   18.3   (57.9)
             
Net Income  5.1   12.4   (58.9)
             
Earnings per share - diluted  0.29   0.64   (54.7)
             
Operating margin  11.1%  23.1% (12.0) pts. 

Our results for the three months ended SeptemberJune 30, 2008 reflect the effects of the challenging operating environment that we also experienced in the three month periods ended December 31, 2007 and March 31, 2008. As in many other areas around the country, the economic slowdown in northern Nevada in the fourth quarter of 2007 accelerated in the first and second quarters of 2008. Other factors causing negative financial impact that continued from the fourth quarter of 2007 were disruption from construction related to our $50 million expansion project (see “COMMITMENTS AND CONTINGENCIES” below) and aggressive marketing programs by our competitors. Consistent with the fourth quarter of 2007 and the first quarter of 2008, we exceeded allincreased marketing and promotional expenditures to attract and retain guests in response to these challenges. We also had higher legal expenses associated with the ongoing and previously reported Company third quarter casino revenues, fooddisclosed Kerzner litigation (see “LEGAL PROCEEDINGS” below). We anticipate that downward pressure on profits will persist as long as we continue to experience the adverse effects of the negative macroeconomic environment, construction disruption, the aggressive marketing programs of our competitors and beverage revenues, net revenues, net income and earnings per share.the legal defense costs associated with the Kerzner lawsuit.


These factors were the primary drivers of:

Amounts in millions, except per share amounts
 
    
 Three Months 
 Ended September 30,Percentage
 20072006Increase/(Decrease)
Casino revenues$29.9$27.77.9
Food and beverage revenues11.010.90.9
Hotel revenues8.08.1(1.2)
Other revenues1.21.3(7.7)
Net revenues43.641.74.6
Sales, general and admin exp12.711.78.5
Income from operations11.711.24.5
    
Net Income8.07.48.1
    
Earnings per share - diluted0.410.387.9
    
Operating margin26.9%26.8%0.1 pts.


 Nine Months 
 Ended September 30,Percentage
 20072006Increase
Casino revenues$84.5$77.68.9
Food and beverage revenues32.130.84.2
Hotel revenues21.920.66.3
Other revenues3.73.62.8
Net revenues123.0115.07.0
Sales, general and admin exp37.135.25.4
Income from operations30.125.816.7
    
Net Income20.417.020.0
    
Earnings per share - diluted1.060.8820.5
    
Operating margin24.4%22.5%1.9 pts.

Some significant items that affected our third quarter results in 2007 are listed below. These items are discussed in greater detail elsewhere in our discussion of operating results and in the Liquidity and Capital Resources section.

· Increases·Decreases of 7.9%12.3%, 9.4% and 0.9%20.0% in our casino, and food and beverage and hotel revenues, respectively, partially offset by decreasesresulting in a net revenue decrease of 1.2% and 7.7%15.1%.

·A decrease in our hotel and other revenues, led to an increase of 4.6% in net revenues.

·  Oursecond quarter 2008 operating margin remained relatively unchanged as compared to the same period last year.by 11.8 points or 48.6%.

·  Our selling, general and administrative (“SG&A”) expenses increased by 8.5%, primarily due to increased legal expense, payroll and benefit costs and marketing costs.

·  Net interest income increased approximately $430,000 as compared to the third quarter of 2006.

CAPITAL SPENDING AND DEVELOPMENT

Capital expenditures at the Atlantis totaled approximately $10.2$41.1 and $4.2$5.3 million during the first ninesix months of 20072008 and 2006,2007, respectively.  During the ninesix months ended SeptemberJune 30, 2008, our capital expenditures consisted primarily of construction costs associated with our $50 million expansion project and the Atlantis Convention Center Skybridge project (see additional discussion of these projects under “COMMITMENTS AND CONTINGENCIES” below).  Additional capital expenditures during the six months ended June 30, 2008 were for acquisition of land to be used for administrative offices, acquisition of gaming equipment to upgrade and replace existing equipment and continued renovation and upgrades to the Atlantis facility.  During the six months ended June 30, 2007, our capital expenditures consisted primarily of construction costs associated with the current expansion phase of the Atlantis that commenced in June 2007 and the acquisition of gaming equipment to upgrade and replace existing gaming equipment. During the first nine months of 2006, capital expenditures consisted primarily of acquisitions of gaming and computer equipment the installation of a casino high-definition video display system, renovation of our Java Coast Gourmet Coffee and pastry bar, initial design and planning expenditures associated with the Atlantis expansion, renovations and upgrades.

Future cash needed to finance ongoing maintenance capital spending is expected to be made available from our current cash balance, operating cash flow and the Credit Facility (see "THE CREDIT FACILITY" below) and, if necessary, additional borrowings.

STATEMENT ON FORWARD-LOOKING INFORMATION

When used in this report and elsewhere by management from time to time, the words “believes”, “anticipates” and “expects” and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our expansion, development activities, legal proceedings and employee matters.  Certain important factors, including but not limited to national, regional and local economic conditions, competition from other gaming operations, factors affecting our ability to compete, acquisitions of gaming properties, leverage, construction risks, the inherent uncertainty and costs associated with litigation and governmental and regulatory investigations, and licensing and other regulatory risks, could cause our actual results to differ materially from those expressed in our forward-looking statements.  Further information on potential factors which could affect our financial condition, results of operations and business including, without limitation, ourthe expansion, development activities, legal proceedings and employee matters are included in our filings with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof.  We undertake no obligation to publicly release any revisions to such forward-looking statement to reflect events or circumstances after the date hereof.


RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Comparison of Operating Results for the Three-Month Periods Ended SeptemberJune 30, 20072008 and 20062007

For the three monthsthree-month period ended SeptemberJune 30, 2007,2008, our net income was $8.0$2.8 million, or $0.41$0.16 per diluted share, on net revenues of $43.6$35.3 million, an increasea decrease from net income of $7.4$6.9 million, or $0.38$0.36 per diluted share, on net revenues of $41.7$41.6 million for the three months ended SeptemberJune 30, 2006.2007. Income from operations for the three months ended SeptemberJune 30, 20072008 totaled $11.7$4.4 million, a 4.5% increase56.4% decrease when compared to $11.2$10.1 million for the same period in 2006. Both net revenues and net income for the third quarter of 2007 represent new third quarter records for the Company.2007.  Net revenues increased 4.6%decreased 15.1%, and net income increased 8.1%decreased 59.4%, when compared to last year's thirdsecond quarter.

Casino revenues totaled $29.9$25.7 million in the thirdsecond quarter of 2007,2008, a 7.9% increase12.3% decrease from $27.7$29.3 million in the thirdsecond quarter of 2006,2007, which was primarily due to increasesdecreases in slot, table games, poker and keno revenues.  Casino operating expenses amounted to 30.8%36.1% of casino revenues in the thirdsecond quarter of 2007,2008, compared to 32.4%31.7% in the thirdsecond quarter of 2006;2007; the improvementincrease was due primarily due to strong increasedthe decreased casino revenue partially offset by increased payroll and benefit expenses and complimentary expenses.revenue.

Food and beverage revenues totaled $11.0$9.6 million in the thirdsecond quarter of 2007,2008, a 0.9% increase9.4% decrease from $10.9$10.6 million in the thirdsecond quarter of 2006,2007, due primarily to a 5.6%15.4% decrease in covers served partially offset by a 6.5% increase in the average revenue per food cover partially offset by a 4.2% decrease in the number of covers served.cover.  Food and beverage operating expenses amounted to 48.9%48.3% of food and beverage revenues during the thirdsecond quarter of 20072008 as compared to 47.2%46.1% for the thirdsecond quarter of 2006.2007.  This increase was primarily the result of higher payrollthe lower revenue combined with increased food commodity and benefit expenses and other direct departmental expenses.labor costs.

Hotel revenues were $8.0$5.6 million for the thirdsecond quarter of 2007,2008, a decrease of 1.2%20.0% from the $8.1$7.0 million reported in the 2006 third2007 second quarter.  This decrease was the result of lower hotel occupancy partially offset by an increasedecreases in both the average daily room rate (“ADR”). and hotel occupancy.  Both second quarters' 2008 and 2007 and 2006 third quarter revenues also included a $3 per occupied room energy surcharge. During the thirdsecond quarter of 2007,2008, the Atlantis experienced a 97.9%an 86.5% occupancy rate, as compared to 99.9%97.0% during the same period in 2006.2007. The Atlantis' ADR was $81.11$64.08 in the thirdsecond quarter of 20072008 compared to $80.79$72.47 in the thirdsecond quarter of 2006.2007.  Hotel operating expenses as a percent of hotel revenues remained relatively unchanged at 27.0%increased to 35.5% in the 2008 second quarter, compared to 30.1% in the 2007 third quarter as comparedsecond quarter. The lower margin is primarily due to 27.2%the decreases in the 2006 third quarter.occupancy and ADR combined with higher payroll and benefit expenses and higher direct operating costs.

Promotional allowances increased towere $6.6 million in both the thirdsecond quarter of 2007 compared to $6.2 million in2008 and the thirdsecond quarter of 2006. The increase is attributable to continued promotional efforts to generate additional revenues.2007.  Promotional allowances as a percentage of gross revenues remained relatively constant at 13.1%increased to 15.7% during the thirdsecond quarter of 2007 as compared to 13.0%2008 from 13.7% in the thirdsecond quarter of 2006.2007.  This increase was primarily the result of increased promotional and discount programs in response to the challenging economic environment and ongoing competitor promotional and discount programs.

Other revenues decreased slightly to $1.2 million in the 2007 third quarter as compared to $1.3 million in the third quarter of 2006.

Depreciation and amortization expense was $2.0$1.9 million in the thirdsecond quarter of 20072008 as compared to $2.1 million infor the thirdsecond quarter of 2006.2007.  This depreciation expensedecrease is primarily relatesattributable to property and equipment acquired inassets that became fully depreciated during the ordinary course of business as part of the Company’s ongoing capital expenditures to replace old and obsolete equipment with newer, more current equipment.period.

SG&A expenses amounted to $12.7expense totaled $12.9 million in the thirdsecond quarter of 2007, an 8.5%2008, a .8% increase from $11.7$12.8 million in the thirdsecond quarter of 2006.2007. The slight increase was primarily due to increased payroll and benefit expenses, increased legal, accounting and rental expenses as well as increased marketing expenses. These increases wereexpense partially offset by lower bad debtdecreased payroll and benefits expense.  AsSG&A expense as a percentage of net revenue, SG&A expensesrevenues increased to 29.2% in the third quarter of 2007 from 28.0% in the same period in 2006.


Net interest income increased to $568,00036.4% for the third quarter of 2007 from $139,000 for the third quarter of 2006. This increase was driven by a greater balance of interest bearing cash and cash equivalents at September 30, 2007 as compared to September 30, 2006. During the second quarter of 2006, we paid off the $8.1 million December 31, 2005 bank debt balance and began investing our surplus cash in stable, short-term investments. Our cash and cash equivalents balance increased throughout the subsequent quarters such that we had cash and cash equivalents of $52.9 million at September 30, 20072008 as compared to $28.7 million at September 30, 2006.30.8% in the second quarter of 2007.  This increase is the result of the decrease in net revenue.

Through June 30, 2008, we drew $34 million from our $50 million credit facility to pay for share repurchases and to fund ongoing capital projects.  As a result of this borrowing activity, we incurred interest expense of $131 thousand during the quarter, an increase of $128 thousand when compared to the same quarter of the prior year.  We used our invested cash reserves during the quarter to fund the $50 million expansion project and share repurchases resulting in a decrease in interest income from the $474 thousand reported in the second quarter of 2007 to $46 thousand in the current quarter.


Comparison of Operating Results for the Nine-MonthSix-Month Periods Ended SeptemberJune 30, 20072008 and 2006.2007.

For the ninesix months ended SeptemberJune 30, 2007,2008, our net income was $20.4$5.1 million, or $1.06$0.29 per diluted share, on net revenues of $123.0$69.6 million, an increasea decrease from net income of $17.0$12.4 million, or $0.88$0.64 per diluted share, on net revenues of $115.0$79.3 million during the ninesix months ended SeptemberJune 30, 2006.2007. Income from operations for the 2007 nine-month2008 six-month period totaled $30.1$7.7 million, compared to $25.8$18.3 million for the same period in 2006.2007. Net revenues increased 7.0%decreased 12.2%, and net income increased 20.0%decreased 58.9% when compared to the nine-monthsix-month period ended SeptemberJune 30, 2006.2007.

Casino revenues for the ninefirst six months ended September 30, 2007of 2008 totaled $84.5$49.4 million, an 8.9% increasea 9.5% decrease from $77.6$54.6 million for the ninefirst six months ended September 30, 2006.of 2007.  Casino operating expenses amounted to 31.9%36.4% of casino revenues for the ninesix months ended SeptemberJune 30, 2007,2008, compared to 32.8%32.5% for the same period in 2006,2007, the increase was primarily due to the increaseddecreased casino revenue partially offset by increasedcombined with decreased payroll and benefit expenses and otheroffset by increased direct departmental expenses.

Food and beverage revenues totaled $32.1$19.3 million for the ninesix months ended SeptemberJune 30, 2007, an increase2008, a decrease of 4.2%8.5% from the $30.8$21.1 million for the ninesix months ended SeptemberJune 30, 2006,2007, due to an approximate 4.6%13.5% decrease in the number of covers served partially offset by a 6.2% increase in the average revenue per cover while the number of covers served remained virtually unchanged.cover.  Food and beverage operating expenses amounted to 47.4%48.1% of food and beverage revenues during the 2007 nine-month2008 six-month period, relatively unchangedan increase when compared to 47.6%46.7% for the same period in 2006.2007.  This increase was primarily the result of the lower revenue combined with increased food commodity and labor costs.

Hotel revenues for the ninefirst six months ended September 30, 2007 increased 6.3%of 2008 decreased 18.0% to $21.9$11.4 million from $20.6$13.9 million for the ninefirst six months ended September 30, 2006,of 2007, primarily due to increasesdecreases in the occupancy and ADR at the Atlantis.  Hotel revenues for the nineentire first six months of 2008 and 2007 and 2006also include a $3 per occupied room energy surcharge. The Atlantis experienced an increasea decrease in the ADR during the 2007 nine-month2008 six-month period to $75.20,$66.29, compared to $71.20$72.23 for the same period in 2006.2007.  The occupancy rate increaseddecreased to 96.8%86.1% for the nine-monthsix-month period in 2007,2008, from 95.4%96.3% for the same period in 2006.2007.  Hotel operating expenses in the first ninesix months of 20072008 were 29.4%35.8% of hotel revenues, an improvement whenincrease compared to 30.7% for the same period in 2006.2007. The improved marginincrease was primarily due to the increased occupancy and ADR, which were partially offset by increased payroll and benefit costs.decreased revenues.

Promotional allowances increased to $19.2$12.9 million in the first ninesix months of 20072008 compared to $17.6$12.6 million in the same period of 2006. The increase is attributable to continued efforts to generate additional revenues through promotional efforts.2007.  Promotional allowances as a percentage of gross revenues increased slightly to 13.5%15.6% for the first ninesix months of 20072008 compared to 13.3%13.7% for the same period in 2006.2007. This increase was primarily the result of increased promotional and discount programs in response to the challenging economic environment and ongoing competitor promotional and discount programs.

Other revenues were $3.7 million for the nine months ended September 30, 2007, a 2.8% increase from $3.6 million in the same period in 2006.

Depreciation and amortization expense was $6.1$3.9 million in the first ninesix months of 2007,2008, a decrease of 4.8%4.9% compared to $6.4$4.1 million in the same period last year. This decrease is primarily attributable to assets that became fully depreciated during the period.

SG&A expenses increased 5.4%increase 7.0% to $37.1$26.0 million in the first ninesix months of 2007,2008, compared to $35.2$24.3 million in the first ninesix months of 2006,2007, primarily as a result of increased payroll and benefit costs, increased legal,rental expense and increased marketing expense all partially offset by decreased bad debt expense and the elimination of the one-time expense of approximately $1.2 million related to the accelerated vesting of stock options of a former company executive during the second quarter of 2006.expense.  As a percentage of net revenue, SG&A expenses decreasedincreased to 30.1%37.3% in the 2007 nine-month2008 six-month period from 30.6%30.7% in the same period in 2006.2007.

Net interest income for the first ninesix months of 20072008 totaled $1.2 million,$162,000, compared to net interest income of $116,000$665,000 for the same period one year earlier.of the prior year. The difference reflects our reduction in interest bearing cash and cash equivalents, combined with increased debt outstanding (see "THE CREDIT FACILITY" below) and the increase in interest bearing cash and cash equivalents, during the first ninesix months of 20072008 as compared to same period in 2006.2007.



LIQUIDITY AND CAPITAL RESOURCES

We have historically funded our daily hotel and casino activities with net cash provided by operating activities.

For the ninesix months ended SeptemberJune 30, 2007,2008, net cash provided by operating activities totaled $24.9$14.2 million, a decrease of 1.7%26.2% compared to the same period last year. Net cash used in investing activities totaled $8.7$39.7 million and $4.2$5.3 million in the ninesix months ended SeptemberJune 30, 20072008 and 2006,2007, respectively.  During the first ninesix months of 2007,2008, net cash used in investing activities consisted primarily of construction costs associated with the current expansion phase of the Atlantis that commenced in June 2007 and the acquisition of property and equipment. During the first ninesix months of 2006,2007, net cash used in investing activities was usedconsisted primarily inof construction costs associated with the purchasecurrent expansion of propertythe Atlantis and the acquisition of gaming equipment to upgrade and continued property renovations and upgrades.replace existing gaming equipment. Net cash used in financing activities totaled $236,725for$1.7 million for the first ninesix months of 20072008 compared to $5.3 millionnet cash provided by financing activities of $453,037 for the same period in 2006.2007. Net cash used in financing activities for the first ninesix months of 20072008 was due to our $35.7 million purchase of Monarch common stock pursuant to the Repurchase Plan (see below) partially offset by $34.0 million in credit line draws under the Credit Facility (see “COMMITMENTS AND CONTINGENCIES” below).  Net cash provided by financing activities for the first six months of 2007 was due to proceeds from the exercise of stock options and the tax benefits associated with such stock option exercises.  During the first nine months of 2006, we paid off the $8.1 million December 31, 2005 bank debt balance and began investing our surplus cash in stable, short-term investments, such as certificates of deposit. At SeptemberJune 30, 2007,2008, we had a cash and cash equivalents balance of $52.9$11.7 million compared to $37.0$38.8 million at December 31, 2006.2007.

We have a reducing revolving credit facilityhistorically funded our daily hotel and casino activities with net cash provided by operating activities. However, to provide the flexibility to execute the share Repurchase Plan (see Commitments and Contingencies section below) and to provide for other capital needs should they arise, we entered into an agreement to amend our Credit Facility (see "THE CREDIT FACILITY" below). on April 14, 2008.  The amendment increased the available borrowings under the facility from $5 million to $50 million and extended the maturity date from February 23, 2009 to April 18, 2009.  At SeptemberJune 30, 2007,2008, we had no balance$34 million outstanding on the Credit Facility (as defined below) and had $5$16 million available to be drawn under the Credit Facility.  We plan to amend the Credit Facility to extend its maturity beyond April 18, 2009.  Such an amendment will likely result in the amendment of other material provisions of the Credit Facility, such as the interest rate charged and other material covenants.  In the event that we are not able to come to mutually acceptable terms with the Credit Facility lender, we believe that the strength of our balance sheet, combined with our operating cash flow, will provide the basis for a successful refinancing of the Credit Facility with an alternative lender.  However, there is no assurance that we will be able to reach acceptable terms for a Credit Facility amendment or refinancing.

OFF BALANCE SHEET ARRANGEMENTS

A driveway was completed and opened on September 30, 2004, that is being shared between the Atlantis and a shopping center (the “Shopping Center”) directly adjacent to the Atlantis. The Shopping Center is controlled by an entity whose owners include our controlling stockholders. As part of this project, in January 2004, we leased a 37,368 square-foot corner section of the Shopping Center for a minimum lease term of 15 years at an annual rent of $300,000, subject to increase every 60 months based on the Consumer Price Index. We also use part of the common area of the Shopping Center and pay our proportional share of the common area expense of the Shopping Center. We have the option to renew the lease for three five-year terms, and at the end of the extension periods, we have the option to purchase the leased section of the Shopping Center at a price to be determined based on an MAI Appraisal. The leased space is being used by us for pedestrian and vehicle access to the Atlantis, and we may use a portion of the parking spaces at the Shopping Center. The total cost of the project was $2.0 million; we were responsible for two thirds of the total cost, or $1.35 million. The cost of the new driveway is being depreciated over the initial 15-year lease term; some components of the new driveway are being depreciated over a shorter period of time. We paid approximately $225,000$150,000 in lease payments for the leased driveway space at the Shopping Center during the ninesix months ended SeptemberJune 30, 2007.2008.

Critical Accounting Policies

A description of our critical accounting policies and estimates can be found in Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended December 31, 20062007 (“20062007 Form 10-K”). For a more extensive discussion of our accounting policies, see Note 1, Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements in our 20062007 Form 10-K filed on March 14, 2007.

1417, 2008.




OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS

The economy in northern Nevada and our feeder markets, like many other areas around the country, are experiencing the effects of several negative macroeconomic trends, including a possible broad economic recession, higher fuel prices, home mortgage defaults, higher mortgage interest rates and declining residential real estate values.  These negative trends could adversely impact discretionary incomes of our target customers, which, in turn could adversely impact our business.  We believe that as recessionary pressures increase or continue for an extended period of time, target customers may further curtail discretionary spending for leisure activities and businesses may reduce spending for conventions and meetings, both of which would adversely impact our business.  Management continues to monitor these trends and intends, as appropriate, to adopt operating strategies to attempt to mitigate the effects of such adverse conditions.  We can make no assurances that such strategies will be effective.

As discussed below in “COMMITMENTS AND CONTINGENCIES” we commenced construction on an expansion project to the Atlantis, and skybridge to the Reno-Sparks Convention Center, in the second quarter of 2007.  While most of the expansion was completed in July 2008, construction of the spa facilities is expected to continue through the third quarter of 2008, construction of the skybridge is expected to continue through the fourth quarter of 2008 and various remodeling of the pre-expansion facilities are expected to continue into the first half of 2009.  During the construction period, there could be disruption to our operations from various construction activities.  In addition, the construction activity may make it inconvenient for our patrons to access certain locations and amenities at the Atlantis which may in turn cause certain patrons to patronize other Reno area casinos rather than deal with construction-related inconveniences.  As a result, our business and our results of operations may be adversely impacted so long as we are experiencing construction related operational disruption.

The constitutional amendment approved by California voters in 1999 allowing the expansion of Indian casinos in California has had an impact on casino revenues in Nevada in general, and many analysts have continued to predict the impact will be more significant on the Reno-Lake Tahoe market.  If other Reno-area casinos continue to suffer business losses due to increased pressure from California Indian casinos, they may intensify their marketing efforts to Reno-areanorther Nevada residents as well.

Higher fuel costs may deter California and other drive-in customers from coming to the Atlantis

We also believe that unlimited land-based casino gaming in or near any major metropolitan area in the Atlantis' key non-Reno marketingfeeder market areas, such as San Francisco or Sacramento, could have a material adverse effect on our business.

In June 2004, five California Indian tribes signed compacts with the state that allow the tribes to increase the number of slot machines beyond the previous 2,000-per-tribe limit in exchange for higher fees from each of the five tribes. The State of California has approved compacts with primarily Southern California located Native American tribes that increases the total number of Native American operated slot machines in the State of California. Opponents to the compacts are working on a referendum to overturn the new gaming compacts to be voted on at the February 5 presidential primaries. Certain tribes in favor of the compacts have sued to block the February referendum, claiming that signatures obtained by opponents were not gathered within the required time frame.

The economy in Reno and our feeder markets, like many other areas around the country, are experiencing the effects of several negative macroeconomic trends, including higher fuel prices, home mortgage defaults, higher mortgage interest rates and declining residential real estate values. These negative trends could adversely impact discretionary incomes of our target customers which, in turn could adversely impact our business. Management continues to monitor these trends and intends, as appropriate, to adopt operating strategies to attempt to mitigate the effects of such adverse conditions. We can make no assurances that such strategies will be effective.


Other factors that may impact current and future results are set forth in detail in Part II - Item 1A “Risk Factors” of this Form 10-Q and in Item 1A “Risk Factors” of the 2006our 2007 Form 10-K.



COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Our contractual cash obligations as of SeptemberJune 30, 20072008 and the next five years and thereafter are as follow:
 Payments Due by Period Payments Due by Period 
   Less Than 1 to 3 4 to 5 More Than    Less Than  1 to 3  4 to 5  More Than 
 Total 1 Year Years Years 5 Years Total  1 Year  Years  Years  5 Years 
Operating leases (1) $ 4,440,000 $ 370,000 $740,000 $740,000 $2,590,000 $4,527,000  $613,000  $862,000  $740,000  $2,312,000 
Purchase obligations (2) 31,416,000 31,416,000 - - -
Current maturities of borrowings under credit facility (2)  34,000,000   34,000,000   -   -   - 
Purchase obligations (3)  27,003,000   27,003,000   -   -   - 
Total contractual cash obligations $35,856,000 $31,786,000 $740,000 $740,000 $2,590,000 $65,530,000  $61,616,000  $862,000  $740,000  $2,312,000 

(1) Operating leases include $370,000 per year in lease and common area expense payments to the shopping center adjacent to the Atlantis and $243,000 per year in lease payments to Triple J (see Note 5. Related Party Transactions, in the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q).

(2) The amount represents outstanding draws against the Credit Facility as of June 30, 2008.

(3) Our open purchase order and construction commitments total approximately $31.4$27.0 million.  Of the total purchase order and construction commitments, approximately $2.0 million are cancelable by us upon providing a 30-day notice.

On September 28, 2006, our Board of Directors (our “Board”) authorized a stock repurchase plan (the “Repurchase Plan”). Under the Repurchase Plan, our Board of Directors authorized a program to repurchase up to 1,000,000 shares of our common stock in the open market or in privately negotiated transactions from time to time, in compliance with Rule 10b-18 of the Securities and Exchange Act of 1934, subject to market conditions, applicable legal requirements and other factors.  The Repurchase Plan doesdid not obligate us to acquire any particular amount of common stockstock.

On March 11, 2008, our Board increased its initial authorization by 1 million shares and on April 22, 2008, the plan mayBoard increased its authorization a third time by 1 million shares which increased the shares authorized to be suspended at any time at our discretion. In August 2007,repurchased to a total of three million shares.   During the second quarter of 2008, we acquired 32,112purchased 1,749,096 shares of the Company’s common stock pursuant to the Repurchase Plan at ana weighted average purchase price of $23.55$13.59 per share. No othershare, which increased the total number of shares have been purchased pursuant to the Repurchase Plan.Plan to 3,000,000 at a weighted average purchase price of $16.52 per share.  As of June 30, 2008, the Company had purchased all shares under the three million share Repurchase Plan authorization.

We began construction in the second quarter of 2007 on the next expansion phase of the Atlantis. New space to be added toAtlantis (the “Expansion”).  The Expansion impacts the first floor casino level, the second and third floors and the basement level will totalby adding approximately 116,000 square feet. Once complete, the existing casino floor will be expanded byThe project adds over 10,000 square feet to the existing casino, or approximately 20%.   The first floor plans includeExpansion includes a redesigned, updated and expanded race and sports book of approximately 4,000 square feet, and an enlarged poker room. The plans also includeroom and a New York-styleManhattan deli restaurant.  The second floor expansion will createcreates additional ballroom and convention space of approximately 27,000 square feet, doubling our existing facilities.feet.  The spa and fitness center will be remodeled and expanded to create an ultra-modern spa and fitness center facility.  We are workingopened the Expansion in July 2008 with the Reno-Sparks Convention and Visitors’ Authorityexception of the spa facilities which we expect to design and buildopen in the fourth quarter of 2008.  We have also begun construction of a pedestrian skywalk over Peckham Lane that will connect the Reno-Sparks Convention Center (RSCVA) directly to the Atlantis.  Upon completionConstruction of and agreement on, design plans with the RSCVA, construction is expected to take approximately twelve months andskywalk is expected to be funded entirely outcompleted in the fourth quarter of existing cash on hand plus cash flow from operations. Excluding the cost of the skywalk, the expansion2008.  The Expansion is estimated to cost approximately $50 million. Final design plans,million and the resultantAtlantis Convention Center Skybridge project is estimated to cost estimate,an additional $12.5 million.  Through June 30, 2008, the Company paid approximately $53.5 million of the skywalk have not been completed.estimated Expansion and skybridge cost.


We believe that our existing cash balances, cash flow from operations equipment financing, and borrowings available under the Credit Facility will provide us with sufficient resources to fund our operations, meet our debt obligations, and fulfill our capital expenditure requirements; however, our operations are subject to financial, economic, competitive, regulatory, and other factors, many of which are beyond our control. If we are unable to generate sufficient cash flow, we could be required to adopt one or more alternatives, such as reducing, delaying or eliminating planned capital expenditures, selling assets, restructuring debt or obtaining additional equity capital.

On March 27, 2008, in the matter captioned Sparks Nugget, Inc. vs. State ex rel. Department of Taxation, the Nevada Supreme Court (the “Court”) ruled that complimentary meals provided to employees and patrons are not subject to Nevada use tax.  On April 15, 2008, the Department of Taxation filed a motion for rehearing of the Supreme Court’s decision.  On July 17, 2008, the Court denied the petition of the Department of Taxation.  The Governor’s office of the State of Nevada has indicated that it intends to work with the Nevada legislature to change the law to require that such meals are subject to Nevada use tax and to prevent the refund of any use tax paid on complimentary meals prior to the effective date of this new law.  The Company is evaluating the Court’s ruling and pending action by the Governor’s office.  Accordingly, we have not recorded a receivable for a refund for previously paid use tax on complimentary employee and patron meals in the accompanying consolidated balance sheet at  June 30, 2008.   


THE CREDIT FACILITY

On February 20, 2004, aour previous credit facility was refinanced (the "Credit Facility") for $50 million. At our option, borrowings under the Credit Facility would accrue interest at a rate designated by the agent bank at its base rate (the "Base Rate") or at the London Interbank Offered Rate ("LIBOR") for one, two, three or six month periods. The rate of interest included a margin added to either the Base Rate or to LIBOR tied to our ratio of funded debt to EBITDA (the "Leverage Ratio").  Depending on our Leverage Ratio, this margin would vary between 0.25 percent and 1.25 percent above the Base Rate, and between 1.50 percent and 2.50 percent above LIBOR.  In February 2007, this margin was further reduced to 0.00 percent and 0.75 percent above the Base Rate and between 1.00 percent and 1.75 percent above LIBOR.  At SeptemberOur leverage ratio during the three months ended June 30, 2007, we had no borrowings under the Credit Facility; however, our leverage ratio2008 was such that the pricing for borrowings would have beenwas the Base Rate plus 0.00 percent or LIBOR plus 1.00 percent.

Subject to our February 2007 decision to reduce  We selected the total borrowing availability to $5 million as described below, we may utilize proceeds fromLIBOR plus 1.00 option for all of the borrowings during the three months ended June 30, 2008. We paid various one-time fees and other loan costs upon the closing of the refinancing of the Credit Facility for working capital needs, general corporate purposes and for ongoing capital expenditure requirements atthat will be amortized over the Atlantis.term of the Credit Facility using the straight-line method.

The Credit Facility is secured by liens on substantially all of the real and personal property of the Atlantis, and is guaranteed by Monarch.

The Credit Facility contains covenants customary and typical for a facility of this nature, including, but not limited to, covenants requiring the preservation and maintenance of our assets and covenants restricting our ability to merge, transfer ownership of Monarch, incur additional indebtedness, encumber assets and make certain investments.  The Credit Facility also contains covenants requiring us to maintain certain financial ratios and contains provisions that restrict cash transfers between Monarch and its affiliates. The Credit Facility also contains provisions requiring the achievement of certain financial ratios before we can repurchase our common stock. We do not consider the covenants to restrict our operations.


We may prepay borrowings under the Credit Facility without penalty (subject to certain charges applicable to the prepayment of LIBOR borrowings prior to the end of the applicable interest period).  Amounts prepaid under the Credit Facility may be reborrowed so long as the total borrowings outstanding do not exceed the maximum principal available.  At December 31, 2006, our available borrowings were $24.0 million. Effective February 2007, in consideration of our cash balance, cash expected to be generated from operations and to avoid agency and commitment fees, we elected to permanently reduce the available borrowings to $5 million. We may permanently reduce the maximum principal available under the Credit Facility at any time so long as the amount of such reduction is at least $500,000 and a multiple of $50,000.

On April 14, 2008, we entered into an agreement to amend the Credit Facility to increase the available borrowings from $5 million to $50 million and to extend the maturity date from February 23, 2009 to April 18, 2009.  At June 30, 2008, $34 million was outstanding on the Credit Facility, and $16 million was available to be drawn under the Credit Facility.  We paid various one-time fees andintend to renegotiate or refinance the Credit Facility to extend its maturity behond April 18, 2009, which will likely result in the amendment of other loan costs upon the closing of the refinancingmaterial provisions of the Credit Facility, such as the interest rate charged and other material covenants.  There is no assurance that we will be amortized over the term of theable to reach acceptable terms for a Credit Facility using the straight-line method.amendment or refinancing.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market risks and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not have any cash or cash equivalents as of SeptemberJune 30, 2007,2008, that are subject to market risks.

The interest rate on borrowings under our Credit Facility at June 30, 2008 is LIBOR plus 1%.  A one-point increase in interest rates would have had no impact onincreased interest expense in the thirdsecond quarter of 2007.2008 by $32,000.


ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, (the "Evaluation Date"), an evaluation was carried out by our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report onChanges in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on our assessment we believe that, as of September 30, 2007, the Company’s internal control over financial reporting is effective based on those criteria. No changes were made to our internal control over financial reporting (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously disclosed, litigationLitigation was filed against Monarch on January 27, 2006, by Kerzner International Limited (“Kerzner ") owner of the Atlantis, Paradise Island, Bahamas in the United States District Court, District of Nevada.  The case number assigned to the matter is 3:06-cv-00232-ECR (RAM).  The complaint seeks declaratory judgment prohibiting Monarch from using the name "Atlantis" in connection with offering casino services other than at Monarch's Atlantis Casino Resort Spa located in Reno, Nevada, and particularly prohibiting Monarch from using the "Atlantis" name in connection with offering casino services in Las Vegas, Nevada; injunctive relief enforcing the same; unspecified compensatory and punitive damages; and other relief. Monarch believes Kerzner's claims to be entirely without merit and is defending vigorously against the suit. Further, Monarch has filed a counterclaim against Kerzner seeking to enforce the license agreement granting Monarch the exclusive right to use the Atlantis name in association with lodging throughout the state of Nevada; to cancel Kerzner's registration of the Atlantis mark for casino services on the basis that the mark was fraudulently obtained by Kerzner; and to obtain declaratory relief on these issues.  Litigation is in the discovery phase.

We are party to other claims that arise in the normal course of business.  Management believes that the outcomes of such claims will not have a material adverse impact on our financial condition, cash flows or results of operations.



ITEM 1A. RISK FACTORS

Our business prospects are subject to various risks and uncertainties that impactA description of our business. You should carefully consider the following discussion of risks, and the other information provided in this quarterly report on Form 10-Q. The risks described below are not the only ones facing us. Other risk factors are disclosedcan be found in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Furthermore, additional risks that are presently unknown2007.  The following information represents material changes to usthose risk factors during the six months ended June 30, 2008.

LIMITATIONS OR RESTRICTIONS ON THE CREDIT FACILITY COULD HAVE A MATERIAL ADVERSE AFFECT ON OUR LIQUIDITY

We intend to renegotiate or that we currently deem immaterial may alsorefinance the Credit Facility to extend its maturity beyond April 18, 2009.  Any such renegotiation or refinancing will likely result in the amendment of other material provisions of the Credit Agreement, such as the interest rate charged an other material covenants.  The Credit Facility is an important component of our liquidity.  Any material restriction on our ability to use the Credit Facility, or the failure to obtain a new credit facility upon the maturity of the existing Credit Facility could adversely impact our business.operations and future growth options.
WE HAVE THE ABILITY TO ISSUE ADDITIONAL

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES WHICH WOULD LEAD TO DILUTIONAND USE OF OUR ISSUED AND OUTSTANDING COMMON STOCKPROCEEDS

The issuance of additional equity securities or securities convertible into equity securities would result(c) As discussed above in dilution of“COMMITMENTS AND CONTINGENCIES”, our existing stockholders’ equity interests in us. Our Board of Directors hasauthorized the authority to issue, without vote or action of stockholders, preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holdersRepurchase Plan under which we repurchased three million shares of our common stock.  If we issue convertible preferred stock, a subsequent conversion may diluteAs of June 30, 2008, no shares remain under the current common stockholders’ interest.three million share Repurchase Plan authorization.


WE DO NOT INTEND TO PAY CASH DIVIDENDS. AS A RESULT, STOCKHOLDERS WILL BENEFIT FROM AN INVESTMENT IN OUR COMMON STOCK ONLY IF IT APPRECIATES IN VALUEThe following table summarizes the repurchases made during the three month period ended June 30, 2008.  All repurchases were made in the open market.

We have never paid a cash dividend on our common stock, and we do not plan
Period 
(a)
Total number of
shares purchased (1)
  
(b)
Average price
paid per share
  
(c)
Total number of
shares purchased as
part of publicly
announced plans
  
(d)
Maximum number of
shares that may yet
be purchased under
the plans
 
April 1, 2008 through April 30, 2008  60,769  $13.06   60,769   1,688,327 
May 1, 2008 through May 31, 2008  951,417  $13.92   951,417   736,910 
June 1, 2008 through June 30, 2008  736,910  $13.20   736,910   - 

(1) All shares were purchased pursuant to pay any cash dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings to finance our operations and further expansion and growth of our business, including acquisitions. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. We cannot guarantee that our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

Repurchase Plan discussed above.


ITEM 6. EXHIBITS4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) ExhibitsOn June 18, 2008, our Annual Meeting of Stockholders was held. The following directors were re-elected to two-year terms and the votes received were as follows:

Director Votes Received  Votes Withheld 
John Farahi  13,024,965   3,993,925 
Charles W. Scharer  14,407,843   2,611,047 
Craig F. Sullivan  14,407,841   2,611,049 

Abstentions are effectively treated as votes withheld. The following directors were not up for election, but their terms continue until the 2009 Annual Meeting of Stockholders: Bob Farahi and Ronald R. Zideck.


Exhibit NoITEM 6. EXHIBITSDescription
31.1Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1Certification of John Farahi, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Ronald Rowan, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit NoDescription
10.1Second Amendment to Credit Agreement and Amendment to Revolving Credit Note, dated as of April 14, 2008, entered into by and among Golden Road Motor Inn, Inc., Monarch Casino& Resort, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference to the Company’s Form 8-K filed April 18, 2008, Exhibit 10.1.
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of John Farahi, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Ronald Rowan, pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002



SIGNATURES

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



MONARCH CASINO & RESORT, INC.
(Registrant)
Date:  August 7, 2008
By: /s/ RONALD ROWAN
Ronald Rowan, Chief Financial Officer
and Treasurer (Principal Financial
Officer and Duly Authorized Officer)
MONARCH CASINO & RESORT, INC.
(Registrant)


Date: November 8, 2007By: /s/ RONALD ROWAN
Ronald Rowan, Chief Financial Officer
and Treasurer (Principal Financial
Officer and Duly Authorized Officer)


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27 


EXHIBIT 31.1- CERTIFICATION OF JOHN FARAHI PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Farahi, Chief Executive Officer of Monarch Casino & Resort, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Monarch Casino & Resort, Inc., a Nevada corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: November 8, 2007
By: /s/ John Farahi
John Farahi, Chief Executive Officer

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EXHIBIT 31.2 - CERTIFICATION OF RONALD ROWAN PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald Rowan, Chief Financial Officer of Monarch Casino & Resort, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Monarch Casino & Resort, Inc., a Nevada corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: November 8, 2007
By: /s/ Ronald Rowan
Ronald Rowan, Chief Financial Officer

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EXHIBIT 32.1

CERTIFICATION OF JOHN FARAHI PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monarch Casino & Resort, Inc. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Farahi, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: November 8, 2007

By: /s/ JOHN FARAHI
John Farahi, Chief Executive Officer
























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EXHIBIT 32.2

CERTIFICATION OF RONALD ROWAN PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Monarch Casino & Resort, Inc. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald Rowan, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: November 8, 2007

By: /s/ Ronald Rowan
Ronald Rowan, Chief Financial Officer