United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
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
Monarch Casino & Resort, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA 88-0300760
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1175 W. MOANA LANE, SUITE 200
RENO, NEVADA 89509
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (775) 825-3355
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of March 19, 2002, based on the closing price as reported on The
Nasdaq Stock Market(SM) of $11.10 per share, was approximately $25,872,713.
As of March 19, 2002, Registrant had outstanding 9,436,275 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's Annual Meeting of
Stockholders for the year ended December 31, 2001, which Proxy Statement shall
be filed with the Commission not later than 120 days after the end of the
fiscal year covered by this report, are incorporated by reference into Part
III.
STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K WHICH EXPRESS THE "BELIEF",
"ANTICIPATION", "INTENTION", "EXPECTATION", OR "SCHEDULES" AS WELL AS OTHER
STATEMENTS WHICH ARE NOT HISTORICAL FACT, AND STATEMENTS AS TO BUSINESS
OPPORTUNITIES, MARKET CONDITIONS, COST ESTIMATIONS AND OPERATING PERFORMANCE
INSOFAR AS THEY MAY APPLY PROSPECTIVELY, ARE FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF
THE SECURITIES EXCHANGE ACT OF 1934 AND INVOLVE RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.
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PART I
ITEM 1. BUSINESS
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"). Unless otherwise indicated, "Monarch" or the "Company" refers to
Monarch Casino & Resort, Inc. and its Golden Road subsidiary. 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. The Company's principal
executive offices are located at 1175 West Moana Lane, Suite 200, Reno, Nevada
89509, telephone (775) 825-3355.
THE ATLANTIS CASINO RESORT
Through Golden Road, the Company owns and operates the tropically-themed
Atlantis, which is located approximately three miles south of downtown Reno in
the generally more affluent southwest area of Reno. The Atlantis features
approximately 51,000 square feet of casino space interspersed with waterfalls
and water features, giant artificial palm trees, thatched-roof huts, and other
tropical features; a hotel and a motor lodge with a total guest room count of
980 available rooms; nine food outlets; a nightclub; an enclosed pool with
waterfall features in addition to an outdoor pool; health club; two retail
outlets featuring traditional "gift shop" merchandise as well as clothing and
other merchandise; an 8,000 square-foot family entertainment center; and
approximately 25,000 square feet of banquet, convention and meeting room space.
The Atlantis is the closest hotel casino to the Reno Sparks Convention
Center (the "Convention Center"), and the only hotel-casino located within easy
walking distance of the Convention Center, which is currently under a $105
million expansion and renovation, scheduled to be completed in mid-July, 2002.
Once completed, the Convention Center will offer approximately 490,000 square
feet consisting of 381,000 square feet of contiguous exhibition space in
addition to 79,000 square feet of meeting room space and a 30,000 square-foot
ballroom.
CASINO. The Atlantis' casino features 37 table games, including
blackjack, craps, roulette, "Let it Ride(TM)", "Three Card Poker(TM)", "Fortune
Pai Gow Poker(TM)", and "Royal Match(TM)"; approximately 1,500 slot and video
poker machines; a race and sports book (which is operated by an independent
third party pursuant to a lease arrangement with the Company); keno; and a
poker room. During the year ended December 31, 2001, 77.3% of the Atlantis'
casino revenue was from slot and video poker machines, 19.8% was from table
games, and 2.9% was from keno, the poker room and sportsbook lease income.
The Atlantis offers what the Company believes to be higher-than-average
payout rates on slot machines relative to other Northern Nevada area casinos
and has adopted liberal rules for its blackjack games which include using
mostly single decks of cards at its tables and allowing the player to "double
down" on the first two cards. The Company attracts high-end players through
upgraded property amenities and services and aggressive extension of credit
after careful credit history evaluation.
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LODGING. The Atlantis features three contiguous high-rise hotel towers
offering a total of 831 available rooms and suites, and a low-rise motor lodge
offering another 149 available rooms, for a total guest room count of 980
available rooms. The first of the three hotel towers was completed in April
1991 and contains 160 rooms and suites in 13 stories, and is currently
undergoing a $3 million complete interior renovation, which is scheduled to be
completed in spring 2002. The second hotel tower was completed in September
1994 and contains 283 rooms and suites in 19 stories. The third tower was
completed in June 1999 and contains 388 rooms and suites in 28 stories. The
rooms on the top seven floors in the newest tower are larger than the standard
guest rooms by nearly 20% and feature private elevator access, upscale
accommodations, and a private concierge service.
The Atlantis' hotel rooms feature fresh, colorful interior decorations
and furnishings consistent with the Atlantis' tropical theme, as well as
nine-foot ceilings (most standard hotel rooms feature eight-foot ceilings),
which give the rooms an open and spacious feel. The newest hotel tower
features a four story waterfall with an adjacent swimming pool in a climate
controlled, five story glass enclosure, which shares an outdoor third floor
pool deck with an outdoor swimming pool and whirlpool. The health club is
located adjacent to the swimming areas. The hotel also features glass
elevators rising the full 19 and 28 stories of the two taller hotel towers,
providing panoramic views of the Reno-Sparks area and the Sierra Nevadas,
a majestic mountain range separating Nevada from California.
The two-story, 149-room motor lodge, which has been operated by the
Company since 1973, is located on the back half of the Atlantis' 13-acre site.
The motor lodge rooms, which are also decorated and furnished consistently with
the Atlantis' tropical theme, contain less average square footage than the
tower hotel rooms and have standard eight-foot ceilings. The Company believes
the motor lodge rooms appeal to value conscious travelers who still want to
enjoy the experience of, and amenities associated with, a stay at a first-class
hotel casino resort.
The average occupancy rate at the Atlantis for fiscal years 2001, 2000,
and 1999 was 91.1%, 90.8%, and 86.8%, respectively.
DINING. The Atlantis features six restaurants, one snack bar, and two
gourmet coffee bars. They include the 640-seat Toucan Charlie's Buffet &
Grill, which features a wide variety of standard hot food line selections,
salads and seafood, and specialty substations featuring made to order items
such as Mongolian Barbecue, fresh Southwest and Asian specialties, meats
roasted in wood-fired rotisserie ovens, and two salad stations; the aquatic-
themed 135-seat Atlantis Seafood Steakhouse gourmet restaurant; the upscale,
intimate 230-seat MonteVigna Italian Ristorante, featuring a centrally located
wine "cellar" and seasonal outdoor terrace; the 85-seat Oyster Bar restaurant
in the Sky Terrace, featuring seafood flown in daily and soups and bisques made
to order; a 178-seat twenty-four hour coffee shop; a 104-seat cafe restaurant
featuring pizzas from a wood-fired, brick oven; and a snack bar and soda
fountain. There are two gourmet coffee bars, one located in the Sky Terrace,
and the other located adjacent to the Xanadu Lounge next to the 28-story
elevator lobby, both featuring fine specialty coffee drinks and pastries and
desserts made fresh daily in the Atlantis bakery.
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THE SKY TERRACE. The Sky Terrace is a unique structure, with a diamond-
shaped, blue glass body rising approximately 55 feet from street level and
spanning 160 feet across South Virginia Street with no intermediate support
pillars. The Sky Terrace connects the Atlantis with additional parking on a 16
acre site owned by the Company across South Virginia Street from the Atlantis.
The structure is supported at each end by two 100 foot tall Grecian columns.
The tropically-themed interior of the Sky Terrace contains an oyster bar, a
gourmet coffee and pastry bar with adjacent table seating, a video poker bar,
banks of slot machines, and a lounge area featuring oversized leather sofas and
chairs.
Capital expenditures at the Atlantis totaled approximately $4.5, $3.9
million, and $46.1 million in fiscal years 2001, 2000, and 1999, respectively.
In 2001, capital expenditures consisted primarily of renovations of hotel room
suites in the third tower, continued acquisition of and upgrades to slot
machines, computer information system equipment and various other furniture,
fixtures and equipment to upgrade existing facilities. Capital expenditures
during 2000 included renovation of the high-limit slot area, construction of
new public restrooms on the casino floor, new slot machine equipment, and
various other furnishings, fixtures & equipment to maintain the existing
facilities. The capital expenditures during 1999 were a combination of
construction costs and the cost of furnishing the completed Atlantis expansion
with fixtures and equipment.
Operations at the Atlantis are conducted 24 hours a day, every day of the
year. The Atlantis' business is moderately seasonal in nature, with its
highest revenues typically occurring in the summer months and lower revenues
generally occurring in the winter months.
MARKETING
The Company's revenues and operating income are largely dependent on the
level of gaming activity at the Atlantis' casino; therefore, the Company's
predominant marketing goal is to attract gaming customers to its casino. The
Company's primary objective for its hotel, food and beverage outlets, and other
amenities is to utilize those facilities to generate additional casino play,
although as a secondary goal, the Company also seeks to maximize revenues from
those areas.
The Company's marketing efforts are directed toward three broad consumer
groups: Reno area residents, non-conventioneer visitors to the Reno area, and
conventioneers. The Company believes that the Atlantis' location outside the
downtown area and across the street from the Convention Center makes the
property appealing to all three groups.
RENO AREA RESIDENTS. The Atlantis' proximity to rapidly growing,
generally more affluent southwestern Reno residential areas provides a
significant source of middle to upper-middle income gaming customers. The
Company markets to Reno area residents ("Locals") on the basis of the Atlantis'
location and accessibility, the quality and ambiance of the Atlantis facility,
friendly efficient service, the quality and relative value of its food and
beverage offerings, entertainment offerings, promotions, and gaming values.
The Company believes that Locals as a group tend to prefer slot and video poker
machines over table games, and tend to prefer video poker machines over reel-
spinning (or electronically simulated reel-spinning) slot machines.
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Accordingly, the Atlantis provides a large, diverse selection of video poker
machines. Moreover, the Company believes that Locals tend to seek out and
frequent those casinos with higher-than-average payout rates on slot and video
poker machines relative to other Northern Nevada area casinos and liberal rules
on table games. The Company believes that the Atlantis offers higher-than-
average payout rates on slot machines, and has adopted liberal rules for its
blackjack games which include using single decks of cards at its tables and
allowing players to "double down" on the first two cards.
NON-CONVENTIONEER VISITORS. Reno is a popular gaming and vacation
destination which enjoys direct freeway access to nearly all major northern
California population centers, and non-stop air service from most large cities
in the western United States as well as many Midwest and southern population
centers such as Chicago, Dallas and Minneapolis. The principal segments of
Reno's non-conventioneer visitor market are leisure travelers, package tour and
travel customers, and higher-level wagerers. The Company attempts to maximize
its gaming revenues and hotel occupancy through a balanced marketing approach
addressing each market segment.
Leisure travelers are not affiliated with groups and make their
reservations directly with hotels of their choice or through independent travel
agents. The Company believes that this segment is largely comprised of
individuals driving, and to a lesser extent, flying to Reno from a regional
market, primarily northern California and to a lesser extent, the Pacific
Northwest. The Company strives to attract the middle to upper-middle income
strata of this segment through advertising and direct marketing in select
markets. This segment represents a significant portion of the Atlantis'
customers, especially those customers visiting on weekends.
The package tour and travel segment consists of visitors who utilize
travel "packages" produced by wholesale operators. The Company markets to this
segment through relationships with select wholesalers, primarily to generate
customer visits and supplement occupancy mid-week.
The Company selectively markets to higher-level wagerers through direct
sales. The Company utilizes complimentary rooms, food and beverage, special
events and the extension of gaming credit to attract higher-level wagerers.
CONVENTIONEERS. Convention business, like package tour and travel,
generates mid-week customer visits and supplements occupancy during low-demand
periods. Conventioneers typically also pay higher average room rates than non-
conventioneers. The Company seeks those convention and meeting groups which it
believes will materially enhance the Atlantis' average occupancy rate and
average daily room rates, as well as those the Company believes will be more
likely to gamble. As the only hotel casino within easy walking distance of the
Convention Center, the Company believes the Atlantis is uniquely positioned to
capitalize on this segment. The Company believes that this market segment is
presently underserved in the Reno area, and that the additional rooms and
amenities accompanying the completed Atlantis expansion enhances the Company's
ability to realize the potential of this market segment.
The Company markets to all customer segments, including conventioneers, on
the basis of the quality and ambiance of the Atlantis facility, friendly
efficient service, the quality and relative value of its rooms and food and
beverage offerings, entertainment offerings, promotions, and gaming values.
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The Company offers a frequent player club, "Club Paradise," which allows
the Atlantis' customers to earn rewards and special privileges based on the
amount of their play, while at the same time allowing the Company to track the
play of those customers utilizing a computerized player tracking system. The
Company uses this information to determine appropriate levels of complimentary
awards, and also in its direct marketing efforts. The Company believes that
Club Paradise significantly enhances the Company's ability to build customer
loyalty and generate repeat customer visits.
COMPETITION
Competition in the Reno area gaming market is intense. Based on
information obtained from the December 31, 2001 Gaming Revenue Report published
by the Nevada State Gaming Control Board and Company estimates, the Company
believes that there are approximately 12 casinos in the Reno area which
generate more than $12 million each in annual gaming revenues, approximately 7
of which are located in downtown Reno.
The Company believes that the Atlantis' competition for Locals comes
primarily from other large-scale casinos located outside of downtown Reno that
offer amenities that appeal to middle to upper-middle income customers, and
secondarily with those casinos located in downtown Reno which offer similar
amenities. The Company competes for Locals primarily on the basis of the
desirability of its location, the quality and ambiance of the Atlantis
facility, friendly efficient service, the quality and relative value of its
food and beverage offerings, entertainment offerings, promotions, and gaming
values. The Company believes its proximity to residential areas in southwest
Reno and its abundant surface parking afford it an advantage over the casinos
located in downtown Reno in attracting Locals.
The Company believes that the Atlantis' primary competition for non-
conventioneer visitors comes from other large-scale casinos, including those
located in downtown Reno and those located away from downtown Reno, that offer
amenities that appeal to middle to upper-middle income customers. The Company
competes for non-conventioneer visitors on the basis of the desirability of its
location, the quality and ambiance of the Atlantis facility, friendly efficient
service, the quality and relative value of its rooms and food and beverage
offerings, entertainment offerings, promotions, and gaming values. The Company
believes that its location away from downtown Reno is appealing to many
customers who prefer to avoid the more congested downtown area; however, the
Atlantis' location is a disadvantage in that it does not afford the Company the
ability to generate walk-in traffic (except with respect to persons attending
events at the Convention Center), which is a significant source of customers
for some casinos located in downtown Reno.
The Company believes that the Atlantis' primary competition for
conventioneers comes from other large-scale hotel casinos in the Reno area that
actively target the convention market segment, and secondarily from other
cities on the U.S. west coast with large convention facilities and substantial
hotel capacity, including Las Vegas. The Company competes for conventioneers
based on the desirability of its location, the quality and ambiance of the
Atlantis facility, meeting and banquet rooms designed to appeal to conventions
and groups, friendly efficient service, and the quality and relative value of
its rooms and food and beverage offerings. The Company believes that the
Atlantis' proximity to the Convention Center affords it a distinct competitive
advantage in attracting conventioneers.
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The Atlantis also competes for gaming customers with hotel casino
operations located in other parts of Nevada, especially Las Vegas and Lake
Tahoe, and with hotel casinos, Indian casinos, and riverboat casinos located
elsewhere throughout the United States and the world. The Company believes
that the Atlantis also competes to a lesser extent with state-sponsored
lotteries, off-track wagering, card parlors, and other forms of legalized
gaming, particularly in northern California and the Pacific Northwest.
The constitutional amendment approved by California voters allowing the
expansion of Indian gaming in the form of casinos in California will have an
impact on casino revenues in Nevada in general, and many analysts have
predicted the impact will be more significant on the Reno-Lake Tahoe market.
The extent of this impact is difficult to predict, but the Company believes
that the impact on the Company will be mitigated to an extent due to the
Atlantis' emphasis on Reno area residents as a significant base of its business
and the future potential of convention business due to its proximity to the
expanding convention center due for completion in July, 2002. Other Reno area
casinos may intensify their marketing efforts to Reno area residents if they
suffer business losses due to increased pressure from California Indian casinos
which may impact the Company's customer base and, consequently, revenues.
However, the Company believes its numerous amenities such as a wide array of
restaurants, a video arcade, banquet facilities and surface parking are a key
factor in the Company's ability to attract Reno area residents which competitor
facilities will not easily be able to match without major capital expenditures.
Certain experienced Nevada gaming operators have agreements to build and
manage Indian casino facilities near Sacramento, one of Reno's key feeder
markets. Once these facilities receive all the required permits and are built,
they could provide an alternative to Reno area casinos, especially during
certain winter periods when auto travel through the Sierra Nevada is hampered.
The Company believes that the legalization of unlimited land-based casino
gaming in or near any major metropolitan area in the Atlantis' key marketing
areas, such as San Francisco or Sacramento, could have a material adverse
impact on its business.
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REGULATION AND LICENSING
Nevada Gaming Regulation
The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) the Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, the "Nevada Act"); and (ii) various local
regulations. The Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the "Nevada Commission"),
the Nevada State Gaming Control Board (the "Nevada Board"), and the Reno City
Council (the "Reno Board"). (The Nevada Commission, the Nevada State Gaming
Control Board, and the Reno Board are collectively hereinafter referred to as
the "Nevada Gaming Authorities.")
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the prevention of
cheating and fraudulent practices; and (v) providing a source of state and
local revenues through taxation and licensing fees. Changes in such laws,
regulations and procedures could have an adverse effect on the Company's gaming
operations.
Golden Road, which operates the Atlantis, is required to be licensed by
the Nevada Gaming Authorities. The gaming license requires the periodic
payment of fees and taxes and is not transferable. The Company is registered
by the Nevada Commission as a publicly traded corporation ("Registered
Corporation") and as such, it is required periodically to submit detailed
financial and operating reports to the Nevada Commission and furnish any other
information which the Nevada Commission may require. No person may become a
stockholder of, or receive any percentage of profits from, Golden Road without
first obtaining licenses and approvals from the Nevada Gaming Authorities. The
Company and Golden Road have obtained from the Nevada Gaming Authorities the
various registrations, approvals, permits and licenses required in order to
engage in gaming activities in Nevada.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or Golden
Road in order to determine whether such individual is suitable or should be
licensed as a business associate of a gaming licensee. Officers, directors and
key employees of Golden Road must file applications with the Nevada Gaming
Authorities and may be required to be licensed or found suitable by the Nevada
Gaming Authorities. Officers, directors and key employees of the Company who
are actively and directly involved in gaming activities of Golden Road may be
required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may deny an application for licensing for any
cause which they deem reasonable. A finding of suitability is comparable to
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licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant for licensing
or a finding of suitability must pay all the costs of the investigation.
Changes in licensed positions must be reported to the Nevada Gaming Authorities
and in addition to their authority to deny an application for a finding of
suitability or licensure, the Nevada Gaming Authorities have jurisdiction to
disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or Golden Road, the companies involved would have
to sever all relationships with such person. In addition, the Nevada
Commission may require the Company or Golden Road to terminate the employment
of any person who refuses to file appropriate applications. Determinations of
suitability or of questions pertaining to licensing are not subject to judicial
review in Nevada.
The Company and Golden Road are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by Golden Road
must be reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by Golden Road, the
gaming licenses it holds could be limited, conditioned, suspended or revoked,
subject to compliance with certain statutory and regulatory procedures. In
addition, Golden Road, the Company, and the persons involved could be subject
to substantial fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission. Further, a supervisor could be appointed
by the Nevada Commission to operate the Company's gaming properties and, under
certain circumstances, earnings generated during the supervisor's appointment
(except for the reasonable rental value of the Company's gaming properties)
could be forfeited to the State of Nevada. Limitation, conditioning or
suspension of any gaming license or the appointment of a supervisor could (and
revocation of any gaming license would) materially adversely affect the
Company's gaming operations.
Any beneficial holder of the Company's voting securities, regardless of
the number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the Company's
voting securities determined if the Nevada Commission has reason to believe
that such ownership would otherwise be inconsistent with the declared policies
of the State of Nevada. The applicant must pay all costs of investigation
incurred by the Nevada Gaming Authorities in conducting any such investigation.
The Nevada Gaming Act requires any person who acquires more than 5% of the
Company's voting securities to report the acquisition to the Nevada Commission.
The Nevada Act requires that beneficial owners of more than 10% of the
Company's voting securities apply to the Nevada Commission for a finding of
suitability within 30 days after the Chairman of the Nevada Board mails the
written notice requiring such filing. Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which acquires more
than 10%, but not more than 15%, of the Company's voting securities may apply
to the Nevada Commission for a waiver of such finding of suitability if such
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institutional investor holds the voting securities for investment purposes
only. An institutional investor shall not be deemed to hold voting securities
for investment purposes unless the voting securities were acquired and are held
in the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the Company, any change in the Company's
corporate charter, bylaws, management, policies or operations of the Company,
or any of its gaming affiliates, or any other action which the Nevada
Commission finds to be inconsistent with holding the Company's voting
securities for investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
the Chairman of the Nevada Board, may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock of
a Registered Corporation beyond such period of time as may be prescribed by the
Nevada Commission may be guilty of a criminal offense. The Company is subject
to disciplinary action if, after it receives notice that a person is unsuitable
to be a stockholder or to have any other relationship with such Company or
Golden Road, the Company (i) pays that person any dividend or interest upon
voting securities of the Company, (ii) allows that person to exercise, directly
or indirectly, any voting right conferred through securities held by that
person, (iii) pays remuneration in any form to that person for services
rendered or otherwise, or (iv) fails to pursue all lawful efforts to require
such unsuitable person to relinquish his voting securities for cash at fair
market value.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation to file applications, be
investigated and be found suitable to own the debt security of a Registered
Corporation. If the Nevada Commission determines that a person is unsuitable
to own such security, then pursuant to the Nevada Act, the Registered
Corporation can be sanctioned, including the loss of its approvals, if without
the prior approval of the Nevada Commission, it: (i) pays to the unsuitable
person any dividend, interest, or any distribution whatsoever; (ii) recognizes
any voting right by such unsuitable person in connection with such securities;
(iii) pays the unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption, conversion,
exchange, liquidation or similar transaction.
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The Company is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record holder may
be required to disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company is also required to render
maximum assistance in determining the identity of the beneficial owner. The
Nevada Commission has the power to require the Company's stock certificates to
bear a legend indicating that the securities are subject to the Nevada Act.
The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. Such
approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of the
prospectus or the investment merits of the securities. Any representation to
the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated
and licensed as part of the approval process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Company's
Board of Directors in response to a tender offer made directly to the
Registered Corporation's stockholders for the purposes of acquiring control of
the Registered Corporation.
Licensee fees and taxes computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
-12-
taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where entertainment is
furnished in connection with the selling of food or refreshments. Nevada
licensees that hold a license as an operator of a slot route, a manufacturer or
a distributor also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed, registered, required
to be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside
of Nevada is required to deposit with the Nevada Board, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the expenses of
investigation of the Nevada Board of their participation in such foreign
gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, Licensees are required to
comply with certain reporting requirements imposed by the Nevada Act. A
licensee is also subject to disciplinary action by the Nevada Commission if it
knowingly violates any laws of the foreign jurisdiction pertaining to the
foreign gaming operation, fails to conduct the foreign gaming operation in
accordance with the standards of honesty and integrity required of Nevada
gaming operations, engages in activities that are harmful to the State of
Nevada or its ability to collect gaming taxes and fees, or employs a person in
the foreign operation who has been denied a license or finding of suitability
in Nevada on the ground of personal unsuitability.
EMPLOYEES
As of March 19, 2002, the Company had approximately 1,848 employees. None
of the Company's employees are covered by collective bargaining agreements.
The Company believes that its relationship with its employees is good.
ITEM 2. PROPERTIES
The Company's properties consist of:
(a) The approximately 13 acre site in Reno, Nevada on which the
Atlantis is situated, including the hotel towers, casino, restaurant facilities
and surrounding parking is, in part or in whole, held subject to trust deed
encumbrances in favor of financial institutions totaling approximately $67.3
million as of March 19, 2002.
(b) An approximately 16 acre site in Reno, Nevada adjacent to the
Atlantis and connected to the Atlantis by the Sky Terrace, includes
approximately eleven acres of paved parking used for customer, employee and
valet parking. The remainder of the site is undeveloped. This site is
compliant with all casino zoning requirements and is suitable and available for
future expansion of the Atlantis facilities, parking, or complimentary resort
and/or entertainment amenities. The Company has not determined what the
ultimate use of this site will be. These 16 acres are held subject to a trust
deed encumbrance in the approximate amount of $66.3 million as of March 19,
2002, which amount is also secured by the 13 acre site. This $66.3 million
debt is included in the $67.3 million indicated in ITEM 2 (a) above.
-13-
ITEM 3. LEGAL PROCEEDINGS
On April 26, 1994, and May 10, 1994, complaints in purported class action
lawsuits (William Poulos v. Caesars World, Inc. et al., Case No. 94-478-Civ-
Orl-22, and William H. Ahern v. Caesars World, Inc. et al., Case No. 94-532-
Civ-Orl-22, respectively) were filed in the United States District Court for
the Middle District of Florida (the "Florida Complaints") and were
subsequently transferred to the United States District Court for the District
of Nevada, Southern Division (the "Nevada District Court"). On September 26,
1995, a complaint in a purported class action lawsuit (Larry Schrier v.
Caesars World, Inc. et al., Case No. 95-923-LDG (RJJ)) was filed in Nevada
District Court (along with the Florida Complaints, the "Complaints"). The
Complaints allege that manufacturers, distributors and casino operators of
video poker and electronic slot machines, including the Company, have engaged
in a course of conduct intended to induce persons to play such games based on
a false belief concerning how the gaming machines operate, as well as the
extent to which there is an opportunity to win on a given play. The
Complaints charge Defendants with violations of the Racketeer Influenced and
Corrupt Organizations Act, as well as claims of common law fraud, unjust
enrichment and negligent misrepresentation, and seek damages in excess of $1
billion without any substantiation of that amount. The Nevada District Court
consolidated the actions (and one other action styled William Poulos v.
American Family Cruise Line, NV et al., Case No. CV -S-95-936-LDG (RLH), in
which the Company is not a named defendant). Management believes that the
substantive allegations in the Complaints are without merit and intends
vigorously to defend the allegations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of 2001.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The Company's common stock trades on The Nasdaq Stock Market(SM)
under the symbol MCRI. The following table sets forth the high and low bid
prices of the Company's common stock, as reported by The Nasdaq Stock
Market(SM), during the periods indicated.
2001 2000
-------------- --------------
High Low High Low
------ ------ ------ ------
First quarter........... 5.625 4.125 5.563 3.063
Second quarter.......... 5.400 4.400 5.813 3.813
Third quarter........... 6.060 5.000 5.813 4.375
Fourth quarter.......... 7.980 5.300 5.875 4.125
(b) As of March 19, 2002, there were approximately 121 holders of
record of the Company's common stock, and approximately 459 beneficial
stockholders.
-14-
(c) The Company has never paid dividends. The Company presently
intends to retain earnings and use free cash to finance its operating
activities, for maintenance capital expenditures and to reduce debt. The
Company does not anticipate declaring cash dividends in the foreseeable future.
The Company's bank loan agreement also contains provisions which limit
Monarch's ability to pay dividends to its stockholders. See Item 8, "FINANCIAL
STATEMENTS, Notes to Consolidated Financial Statements, Note 5."
ITEM 6. SELECTED FINANCIAL DATA
Years ended December 31,
------------------------------------------------
(In thousands except per share amounts) 2001<F1> 2000<F2> 1999<F3> 1998<F4> 1997<F5>
- --------------------------------------------------------------------------------------------
OPERATING RESULTS
Casino revenues $64,908 $59,373 $48,345 $40,717 $37,254
Other revenues 54,461 51,713 43,227 31,802 30,365
------- ------- ------- ------- -------
Gross revenues 119,369 111,086 91,572 72,519 67,619
Promotional allowances (14,853) (14,170) (12,707) (10,009) (8,504)
------- ------- ------- ------- -------
Net revenues 104,516 96,916 78,866 62,511 59,115
Income from operations 14,132 9,550 3,798 8,083 9,159
Income (loss) before income
tax and extraordinary item 6,888 1,386 (945) 5,681 5,722
Income (loss) before
extraordinary item 4,602 960 (585) 3,760 3,710
Net income (loss) $ 4,602 $ 960 $ (585) $ 3,760 $ 3,526
======= ======= ======== ======= =======
- --------------------------------------------------------------------------------------------
INCOME (LOSS) PER SHARE OF COMMON STOCK
Income (loss) before extraordinary item
Basic $ 0.49 $ 0.10 $ (0.06) $ 0.40 $ 0.39
Diluted $ 0.49 $ 0.10 $ (0.06) $ 0.40 $ 0.39
Net income (loss)
Basic $ 0.49 $ 0.10 $ (0.06) $ 0.40 $ 0.37
Diluted $ 0.49 $ 0.10 $ (0.06) $ 0.40 $ 0.37
Weighted average number of common shares
and potential common shares outstanding
Basic 9,436 9,436 9,436 9,436 9,444
Diluted 9,480 9,477 9,436 9,502 9,479
- --------------------------------------------------------------------------------------------
OTHER DATA
EBITDA <F6> $24,217 $19,512 $11,720 $13,475 $13,284
Depreciation and amortization $10,085 $10,101 $ 7,738 $ 4,436 $ 4,125
Interest expense, net $ 7,243 $ 8,165 $ 4,742 $ 2,403 $ 3,437
Capital expenditures <F7> $ 4,488 $ 3,866 $46,132 $34,482 $ 2,270
- --------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $121,064 $126,391 $131,654 $96,732 $67,828
Current maturities of long-term debt $ 8,106 $ 7,538 $ 7,334 $ 850 $ 2,244
Long-term debt, less current maturities $ 64,237 $ 73,481 $ 82,236 $52,310 $32,908
Stockholders' equity <F8> $ 31,430 $ 26,829 $ 25,869 $26,453 $22,694
-15-
<FN>
<F1> 2001 includes a $25 thousand gain on disposal of fixed assets.
<F2> 2000 includes a $139 thousand gain on disposal of fixed assets.
<F3> 1999 includes a $184 thousand loss on disposal of fixed assets.
<F4> 1998 includes a non-cash disposal of fixed assets charge of $956 thousand, primarily from
demolition relating to the start of the Atlantis Expansion.
<F5> 1997 includes a $185 thousand non-cash extraordinary loss on early retirement of
debt, net of applicable income tax benefit.
<F6> "EBITDA" consists of income from operations plus depreciation, amortization, and loss on
disposal of assets less gain on disposal of assets. EBITDA should not be construed as an
alternative to operating income (as determined in accordance with generally accepted
accounting principles) as an indicator of the Company's operating performance, or as an
alternative to cash flows from operating activities (as determined in accordance with
generally accepted accounting principles) as a measure of liquidity. This item enables
comparison of the Company's performance with the performance of other companies that report
EBITDA, although some companies do not calculate this measure in the same manner and
therefore, the measure as presented, may not be comparable to similarly titled measures
presented by other companies.
<F7> Includes amounts financed with debt or capitalized lease obligations.
<F8> The Company paid no dividends during the five year period ended December 31, 2001.
</FN>
-16-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as statements relating to anticipated expenses, capital spending and
financing sources. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties include,
but are not limited to, those relating to competitive industry conditions,
expansion of Indian casinos in California, Reno-area tourism conditions,
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), the regulation of the gaming
industry (including actions affecting licensing), outcome of litigation,
domestic or global economic conditions including those affected by the events
of September 11, 2001 and changes in federal or state tax laws or the
administration of such laws.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company prepares its Consolidated Financial Statements in conformity
with principles generally accepted in the United States. Certain of the
Company's policies, including the estimated lives assigned to the Company's
assets, the determination of bad debt, self insurance reserves, credit risk,
and the calculation of income tax liabilities, require that the Company apply
significant judgment in defining the appropriate assumptions for calculating
financial estimates. By their nature, these judgments are subject to an
inherent degree of uncertainty. The Company's judgments are based on
historical experience, terms of existing contracts, observations of trends in
the industry, information provided by customers and information available from
other outside sources, as appropriate. There can be no assurance that actual
results will not differ from Company estimates. To provide an understanding of
the methodologies applied, the Company's significant accounting policies are
discussed where appropriate in this discussion and analysis and in the Notes to
Consolidated Financial Statements.
-17-
RESULTS OF OPERATIONS
2001 Compared with 2000
For the year ended December 31, 2001, the Company had net income of $4.6
million, or $0.49 per share, on net revenues of $104.5 million, compared to a
net income of $1.0 million, or $0.10 per share, on net revenues of $96.9
million for the year ended December 31, 2000. The Company's income from
operations totaled $14.1 million for 2001 compared to $9.6 million for 2000.
Net revenues for the year 2001 constitute a record high for any of the
Company's comparable twelve month periods, due to more efficient operations. A
48.0% increase in net revenue flow to operating income and an 11.3% reduction
in interest expense over 2000 were major factors in the increase in Net Income.
The Company believes the Atlantis continued to benefit in 2001 from the rapid
growth occurring in the residential and industrial communities south of the
Atlantis in Reno, and from the increasing popularity of the Atlantis with
visitors to the Reno area.
Casino revenues totaled $64.9 million in 2001, up 9.3% from $59.4 million
in 2000, driven by increases in slot, keno and poker game win. Revenue from
slot and video poker machines ("slot machines") increased approximately 11.8%
in 2001 compared to 2000 due to increased play as a result of the 1999 property
expansion and upgrade of facilities and equipment in 2000 and 2001. Table game
win increased approximately 1.0% in 2001 compared to 2000 due to an approximate
5.1% increase in table game drop which was offset by a lower win percentage in
year 2001 compared to year 2000. Keno and poker room revenues combined
increased approximately 6.6% in 2001 over 2000 primarily due to an approximate
24.8% increase in poker revenue as the poker room, which opened in mid 1999,
continued to develop a loyal player base. Keno write increased approximately
4.9% in 2001 compared to 2000 as a result of successful efforts to increase
play in restaurants and throughout the gaming floor. Casino operating expenses
were 40.1% of casino revenues in 2001, compared to 43.0% in 2000. The decrease
was due to continued efficiency of operations.
Food and beverage revenues increased in 2001, up 6.3% to $32.0 million
from $30.1 million in 2000, primarily due to an 8% increase in average revenue
per cover which was partially offset by a 2.1% decrease in covers. Food and
beverage operating expenses decreased to 56.9% of food and beverage revenues in
2001 compared to 61.4% in 2000, due to more efficient operations.
Hotel revenues totaled $19.0 million in 2001, an increase of 4.1% from
$18.3 million in 2000. The increase reflects a slight decrease in average daily
occupied room rate offset by a slight increase in occupancy rate during the
twelve month period of 2001 compared to the same period in 2000. Year 2001
revenues also include a $3.00 per occupied room energy surcharge that was
assessed during the period April 2001 through December 2001 that was not
assessed during 2000. The Atlantis' average daily room rate ("ADR") was $53.48
in 2001, compared to $53.59 in 2000. The average occupancy rate at the
Atlantis was 91.1% in 2001 compared to 90.8% in 2000. Hotel operating expenses
increased to 37.5% of hotel revenues in 2001, compared to 35.2% in 2000. This
increase in operating expenses as a percentage of hotel revenues resulted from
increased room maintenance costs and an increase in the hotel bad debt reserve.
-18-
Other revenues increased approximately 3.1% in 2001 to $3.5 million from
$3.4 million in 2000, reflecting an increase in sales from the logo gift shop,
which opened in August 1999. Other expenses were approximately 37.4% of other
revenues in 2001, down from 40.1% in 2000, primarily due to continued operating
efficiencies of operating the two gift shops.
Selling, general and administrative ("SG&A") expenses totaled 26.5% of net
revenues in 2001, compared to 26.4% in 2000. The slight increase in these
expenses as a percentage of revenues reflects increased energy costs, offset to
a certain extent by economies of scale from the 1999 Atlantis expansion.
Depreciation and amortization expense was $10.1 million in 2001, unchanged
when compared to 2000.
Net interest expense for 2001 totaled $7.2 million, down 11.3% from $8.2
million in 2000, due to reduced interest rates and lower debt outstanding.
Net interest expense for 2001 included guarantee fees paid to officers of the
Company. Starting January 1, 2001, the Company began compensating the
officers of the Company for their personal guarantee at the rate of 2.0% of
average outstanding guaranteed debt. These guarantee payments totaled
approximately $1.5 million in 2001.
2000 Compared with 1999
For the year ended December 31, 2000, the Company had net income of $1.0
million, or $0.10 per share, on net revenues of $97.0 million, compared to a
loss of $0.6 million, or $0.06 per share, on net revenues of $78.9 million for
the year ended December 31, 1999. The Company's income from operations totaled
$9.6 million for 2000 compared to $3.8 million for 1999. Net revenues for the
year 2000 constituted a then-record high for any of the Company's comparable
twelve month periods; however, net income was impacted by a 30.5% increase in
depreciation and amortization and a 72.2% increase in net interest expense,
when compared to 1999, which can be attributed directly to the Atlantis
expansion. The Company believes the Atlantis continued to benefit in 2000 from
the rapid growth occurring in the residential and industrial communities south
of the Atlantis in Reno, and from the increasing popularity of the Atlantis
with visitors to the Reno area.
Casino revenues totaled $59.4 million in 2000, up 22.8% from $48.3 million
in 1999, driven by increases in both slot and table game win. Revenue from
slot and video poker machines ("slot machines") increased approximately 22.1%
in 2000 compared to 1999 due to an almost 15.4% increase in the number of slot
machines on average for the year. Table game win increased approximately 24.7%
in 2000 compared to 1999 due to an increase in table game drop and an 8.2%
increase in the number of table games on average for the year. Also, a new
poker room was added as a part of the Atlantis expansion in the third quarter
of 1999 generating revenue for twelve months in 2000 compared to a little over
five months in 1999. Casino operating expenses were 42.9% of casino revenues
in 2000, compared to 44.8% in 1999, primarily due to more efficient operations.
-19-
Food and beverage revenues increased in 2000, up 19.3% to $30.1 million
from $25.2 million in 1999, due primarily to the operation of two new
restaurants, an additional beverage lounge, expansion of the buffet restaurant,
and an increase in the number of guest checks due principally to the newly
expanded hotel. Food and beverage operating expenses decreased to 61.4% of
food and beverage revenues in 2000 compared to 64.1% in 1999, due to more
efficient operations.
Hotel revenues totaled $18.3 million in 2000, an increase of 23.5% from
$14.8 million in 1999, driven by an approximately 25.1% increase in the number
of rooms available. The Atlantis' average daily room rate ("ADR") was $53.59
in 2000, compared to $55.16 in 1999. The average occupancy rate at the
Atlantis was 90.8% in 2000 compared to 86.8% in 1999. Hotel operating expenses
increased to 35.2% of hotel revenues in 2000, compared to 33.0% in 1999. This
increase in operating expenses as a percentage of hotel revenues resulted from
increased payroll and operating costs for the expanded hotel and additional
amenities.
Other revenues increased approximately 4.4% in 2000 to $3.4 million from
$3.2 million in 1999, reflecting the opening of a logo gift shop in August
1999. Other expenses were approximately 40.1% of other revenues in 2000, up
from 35.1% in 1999, primarily due to opening a second gift shop.
Selling, general and administrative ("SG&A") expenses totaled 26.4% of net
revenues in 2000, compared to 29.8% in 1999. The decrease in these expenses as
a percentage of revenues reflects the fact that certain payroll and operating
costs have not increased to the same extent as revenues have increased because
of certain economies of scale from the Atlantis expansion.
Depreciation and amortization expense was $10.1 million in 2000, up 30.5%
when compared to 1999, reflecting a full year of depreciation in 2000 compared
to approximately nine months of depreciation on the new Sky Terrace, which was
completed in late March 1999 and approximately 6 months of depreciation on the
new hotel tower, which was completed in June 1999.
Net interest expense for 2000 totaled $8.2 million, up 72.2% from $4.7
million in 1999, reflecting an increase in average outstanding debt primarily
from the Atlantis expansion and an increase in interest rates. Because the
Atlantis expansion was in operation for the full year 2000, the Company did not
capitalize any interest costs; however, during the year 1999, while
construction was still in progress, $1.6 million in interest costs were
capitalized.
OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS
The constitutional amendment approved by California voters allowing the
expansion of Indian casinos in California will have an impact on casino
revenues in Nevada in general, and many analysts have predicted the impact will
be more significant on the Reno-Lake Tahoe market. The extent of this impact
is difficult to predict, but the Company believes that the impact on the
Company will be mitigated to an extent due to the Atlantis' emphasis on Reno
area residents as a significant base of its business. However, if other Reno
area casinos suffer business losses due to increased pressure from California
Indian casinos, they may intensify their marketing efforts to Reno area
residents as well.
-20-
The Company also believes that unlimited land-based casino gaming in or
near any major metropolitan area in the Atlantis' key non-Reno marketing areas,
such as San Francisco or Sacramento, could have a material adverse effect on
its business.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its daily hotel and casino activities
with net cash provided by operating activities. For the years 2001, 2000, and
1999, net cash provided by operating activities totaled $14.7 million, $12.4
million, and $11.1 million, respectively. During each of the three years, net
cash provided by operating activities was sufficient to fund the day to day
operating expenses of the Company.
Net cash used in investing activities, which consisted of acquisitions of
property and equipment and the completion of the Atlantis expansion, totaled
$3.2 million, $2.8 million, and $38.3 million in 2001, 2000, and 1999,
respectively. Total capital expenditures, including amounts financed, were
$4.5 million, $3.9 million, and $46.1 million in 2001, 2000, and 1999,
respectively. Capital expenditures during 1999 primarily reflect construction
costs, fixtures, and equipment associated with the Atlantis expansion. The
Company funded the majority of these costs with borrowings available under its
$80 million construction credit facility and $4.5 million equipment credit
facility (the principal terms of which are summarized in Note 5 in the Notes to
Consolidated Financial Statements, see Item 8, "FINANCIAL STATEMENTS, Notes to
Consolidated Financial Statements") (collectively, the "Credit Facilities"),
together with cash flow from operations. At December 31, 2001, the outstanding
balance of the two Credit Facilities was $68.0 million and $2.3 million,
respectively.
Net cash used in financing activities totaled $9.9 million in 2001, with
the funds being used primarily to reduce long-term debt. Net cash used in
financing activities totaled $9.2 million in 2000 and net cash provided by
financing activities were $28.6 million in 1999, as a result of the Company
borrowing funds under its bank credit facilities to finance the construction of
the Atlantis expansion.
Contractual cash obligations for the Company as of December 31, 2001 over
the next five years are as follows:
Payments Due by Period
------------------------------------------------
Contractual Cash Less than 1 to 3 4 to 5
Obligations Total 1 year years years
------------------------------------------------
Long Term debt $72,342,844 $ 8,106,296 $64,215,190 $ 21,358
Capital Lease Obligations 178,334 52,179 104,358 21,797
Operating Leases 564,414 161,261 322,522 80,631
----------- ----------- ----------- ---------
Total Contractual Cash $73,085,592 $ 8,319,736 $64,642,070 $ 123,786
Obligations
-21-
The Company believes that its existing cash balances, cash flow from
operations, and borrowings available under the Credit Facilities, will provide
the Company with sufficient resources to fund its operations, meet its debt
repayment obligations, and fund its other capital expenditure requirements;
however, the Company's operations are subject to financial, economic,
competitive, regulatory, and other factors, many of which are beyond its
control. If the Company is unable to generate sufficient cash flow, it 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.
ITEM 7A. 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. The Company does not have any cash or cash equivalents as
of December 31, 2001 that are subject to market risks.
-22-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
MONARCH CASINO & RESORT, INC.:
We have audited the accompanying consolidated balance sheets of Monarch
Casino & Resort, Inc., (a Nevada corporation) and subsidiary (the "Company") as
of December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Monarch Casino & Resort,
Inc. and subsidiary as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted
in the United States.
/s/Arthur Andersen LLP
Las Vegas, Nevada
February 15, 2002
-23-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31,
-------------------------------------------
2001 2000 1999
------------ ------------ ------------
Revenues
Casino................................ $ 64,907,920 $ 59,372,374 $ 48,344,843
Food and beverage..................... 31,960,713 30,060,672 25,189,207
Hotel................................. 19,022,188 18,280,209 14,807,903
Other................................. 3,478,171 3,372,732 3,230,489
------------ ------------ ------------
Gross revenues..................... 119,368,992 111,085,987 91,572,442
Less promotional allowances........... (14,853,399) (14,170,422) (12,706,786)
------------ ------------ ------------
Net revenues....................... 104,515,593 96,915,565 78,865,656
------------ ------------ ------------
Operating expenses
Casino................................ 26,036,133 25,488,435 21,659,138
Food and beverage..................... 18,171,412 18,453,229 16,135,529
Hotel................................. 7,133,937 6,429,915 4,889,968
Other................................. 1,300,419 1,350,947 1,132,640
Selling, general and administrative... 27,656,572 25,541,559 23,512,414
Depreciation and amortization......... 10,085,331 10,101,268 7,738,029
------------ ------------ ------------
Total operating expenses........... 90,383,804 87,365,353 75,067,718
------------ ------------ ------------
Income from operations............. 14,131,789 9,550,212 3,797,938
------------ ------------ ------------
Other expense
Interest expense, net................. (7,243,330) (8,164,697) (4,742,475)
------------ ------------ ------------
Total other........................ (7,243,330) (8,164,697) (4,742,475)
------------ ------------ ------------
Income (loss) before income taxes.. 6,888,459 1,385,515 (944,537)
Provision (benefit) for income taxes.... 2,286,695 425,434 (359,672)
------------ ------------ ------------
Net income (loss).................. $ 4,601,764 $ 960,081 $ (584,865)
============ ============ ============
INCOME (LOSS) PER SHARE OF COMMON STOCK
Net income (loss)
Basic.............................. $ 0.49 $ 0.10 $ (0.06)
Diluted............................ $ 0.49 $ 0.10 $ (0.06)
Weighted average number of
common shares and potential
common shares outstanding
Basic.............................. 9,436,275 9,436,275 9,436,275
Diluted............................ 9,479,830 9,476,732 9,436,275
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-24-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2001 2000
------------ ------------
ASSETS
Current assets
Cash........................................$ 8,385,743 $ 6,783,998
Receivables, net............................ 2,863,939 2,963,648
Federal income tax refund receivable........ 770,019 417,135
Related party receivables................... 4,759 62,920
Inventories................................. 976,141 1,099,285
Prepaid expenses............................ 1,635,125 1,875,909
Prepaid federal income tax.................. - 154,281
Deferred income taxes....................... 1,146,058 2,045,651
------------ ------------
Total current assets..................... 15,781,784 15,402,827
------------ ------------
Property and equipment
Land........................................ 10,339,530 10,339,530
Land improvements........................... 3,173,676 3,173,926
Buildings................................... 78,955,538 78,955,538
Building improvements....................... 4,763,904 4,733,595
Furniture and equipment..................... 54,101,471 50,924,021
------------ ------------
151,334,119 148,126,610
Less accumulated
depreciation and amortization.............. (47,164,026) (37,816,876)
------------ ------------
104,170,093 110,309,734
Construction in progress 625,048 -
------------ ------------
Net property and equipment............... 104,795,141 110,309,734
Other assets, net............................. 486,592 678,247
------------ ------------
$121,063,517 $126,390,808
============ ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-25-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2001 2000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........ $ 8,106,296 $ 7,537,893
Accounts payable............................ 6,449,087 8,234,219
Accounts payable construction............... 147,481 34,650
Accrued expenses............................ 5,702,850 5,690,888
------------ ------------
Total current liabilities................ 20,405,714 21,497,650
Long-term debt, less current maturities....... 64,236,548 73,480,788
Deferred income taxes......................... 4,990,829 4,583,708
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; 9,536,275 issued;
9,436,275 outstanding...................... 95,363 95,363
Additional paid-in capital.................. 17,241,788 17,241,788
Treasury stock, at cost.................... (329,875) (329,875)
Retained earnings........................... 14,423,150 9,821,386
------------ ------------
Total stockholders' equity............... 31,430,426 26,828,662
------------ ------------
$121,063,517 $126,390,808
============ ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-26-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
-------------------- Additional Retained
Shares Paid-in Earnings Treasury
Outstanding Amount Capital (Deficit) Stock Total
----------- -------- ------------ ----------- -------- ------------
Balance, January 1, 1999 9,436,275 $ 95,363 $ 17,241,788 $ 9,446,170 $(329,875) $ 26,453,446
Net loss - - - (584,865) - (584,865)
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1999 9,436,275 95,363 17,241,788 8,861,305 (329,875) 25,868,581
Net income - - - 960,081 - 960,081
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 2000 9,436,275 95,363 17,241,788 9,821,386 (329,875) 26,828,662
Net income - - - 4,601,764 - 4,601,764
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 2001 9,436,275 $ 95,363 $ 17,241,788 $14,423,150 $(329,875) $ 31,430,426
=========== ======== ============ =========== ========= ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-27-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
------------------------------------------
2001 2000 1999
------------ ------------ ------------
Cash flows from operating activities:
Net income (loss)............................ $ 4,601,764 $ 960,081 $ (584,865)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization.............. 10,264,757 10,275,198 7,919,120
(Gain) loss on disposal of assets.......... (24,848) (138,690) 184,206
Deferred income taxes...................... 1,306,714 1,046,666 (324,283)
Increase in receivables, net............... (195,014) (1,406,051) (732,208)
Decrease (increase) in inventories......... 123,144 357,317 (709,238)
Decrease in prepaid expenses............... 395,065 13,929 322,536
Decrease in other assets................... 8,766 21,742 41,599
Increase (decrease) in accounts payable.... (1,785,132) 996,135 3,796,255
Increase in accrued expenses
and federal income taxes payable........... 11,962 320,839 1,217,812
------------ ------------ ------------
Net cash provided by
operating activities..................... 14,707,178 12,447,166 11,130,934
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets................. 59,117 386,558 39,993
Acquisition of property and equipment........ (3,383,643) (2,264,401) (31,964,910)
Changes in accounts payable construction..... 112,831 (907,614) (6,333,353)
------------ ------------ ------------
Net cash used in investing activities..... (3,211,695) (2,785,457) (38,258,270)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from long-term borrowings........... 1,500,000 - 30,671,549
Principal payments on long-term debt......... (11,393,738) (9,245,218) (2,095,849)
------------ ------------ ------------
Net cash provided by
(used in) financing activities............ (9,893,738) (9,245,218) 28,575,700
------------ ------------ ------------
Net increase in cash...................... 1,601,745 416,491 1,448,364
Cash at beginning of period.................... 6,783,998 6,367,507 4,919,143
------------ ------------ ------------
Cash at end of period.......................... 8,385,743 $ 6,783,998 $ 6,367,507
============ ============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest, net of
capitalized interest....................... $ 7,799,686 $ 7,401,698 $ 4,880,664
Cash paid for income taxes................... $ 1,750,000 $ - $ -
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts...... $ 1,217,901 $ 694,469 $ 7,833,446
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-28-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of 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 to Monarch and its wholly-owned subsidiary Golden Road.
Until December 1999, Monarch Casino & Resort, Inc. owned two other
subsidiaries, Dunes Marina Resort & Casino, Inc.("Dunes Marina"), and Sea World
Processors, Inc. ("Sea World"). Dunes Marina and Sea World had been inactive
for several years and had virtually no assets or liabilities. In December
1999, both corporations were dissolved.
The consolidated financial statements include the accounts of Monarch and
Golden Road. Intercompany balances and transactions are eliminated.
Use of Estimates
In preparing these financial statements in conformity with generally
accepted accounting principles in the United States, 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 year. Actual
results could differ from those estimates.
Reclassifications
Certain amounts in the 2000 and 1999 consolidated financial statements
have been reclassified to conform with the 2001 presentation. These
reclassifications had no effect on the previously reported net income (loss).
Capitalized Interest
The Company capitalizes interest costs associated with debt incurred in
connection with major construction projects. When no debt is specifically
identified as being incurred in connection with a construction project, the
Company capitalizes interest on amounts expended on the project at the
Company's average cost of borrowed money. Interest capitalization is ceased
when the project is substantially complete. The amounts capitalized during the
years ended December 31, 2001, 2000, and 1999 were $0, $0, and $1,550,916,
respectively.
Related Party Receivables
Receivables from officers, employees, or affiliated companies are
primarily for banquet related services and are priced at the retail value of
the goods or services provided.
-29-
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 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
Expenditures for maintenance and repairs are expensed as incurred;
expenditures for renewals and improvements are generally capitalized.
Casino 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 progressive jackpots and any pre-arranged
marker discounts.
Promotional Allowances
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 estimated departmental costs of providing such
promotional allowances are included in casino costs and expenses as follows:
Years ended December 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------
Food and beverage....... $ 8,151,675 $ 7,914,891 $ 6,769,700
Hotel................... 1,298,431 1,502,527 1,424,700
Other................... 154,451 123,835 105,400
----------- ----------- -----------
$ 9,604,557 $ 9,541,253 $ 8,299,800
=========== =========== ===========
Advertising Costs
All advertising costs are expensed as incurred. Advertising expense,
which is included in selling, general & administrative expense, was $3,137,197,
$3,018,170, and $3,314,101 for 2001, 2000, and 1999, respectively.
-30-
Disposal of Fixed Assets
In the year 2001, there was a gain on disposal of fixed assets of
approximately $25 thousand, primarily from the sale of used slot and television
equipment. In 2000, there was a gain on disposal of fixed assets of
approximately $139 thousand, primarily from the sale of used slot equipment.
In 1999, there was a loss on disposal of fixed assets of approximately $184
thousand, primarily related to the disposal of obsolete assets. The above
mentioned gains are included in other income while losses are included in
selling, general & administrative expenses in the Statements of Operations.
Income Taxes
Income taxes are recorded in accordance with the liability method
specified by Statement of Financial Accounting Standards ("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 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 taxes is
reduced, if necessary, by the amount of any tax benefits that, based upon
available evidence, are not expected to be realized.
Pre-Opening Costs
During April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5 "Reporting of the Costs of Start-up
Activities" effective for fiscal years beginning after December 15, 1998. The
new standard requires that all companies expense costs of "start-up" activities
as the costs are incurred. The term "start-up" includes pre-opening, pre-
operating, and organization activities. Accordingly, the Company has no
capitalized "start-up" costs as of December 31, 2001 or 2000 and all "start-up"
costs related to projects were expensed as incurred in 1999. The impact of the
adoption of SOP 98-5 on the 1999 consolidated financial statements was not
material.
Earnings Per Share
In 1997, the Company adopted the provisions of SFAS No. 128 "Earnings Per
Share." SFAS No. 128 replaces previously reported earnings per share with
"basic" earnings per share and "diluted" 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 reflects the additional dilution for all potentially dilutive securities
such as stock options. In accordance with SFAS No. 128, when an entity has a
loss from continuing operations, no potential common shares shall be included
in the computation of any diluted per share amount. As such, potential
dilution has not been considered in the calculations for 1999.
-31-
The following is a reconciliation of the number of shares (denominator)
used in the basic and diluted earnings per share computations (Shares in
thousands):
Years ended December 31,
------------------------------------------------------
2001 2000 1999
---------------- ---------------- ----------------
Per Share Per Share Per Share
Shares Amount Shares Amount Shares Amount
------ --------- ------ --------- ------ ---------
Net income (loss)
Basic..................... 9,436 $ 0.49 9,436 $ 0.10 9,436 $(0.06)
Effect of dilutive
stock options........... 44 - 41 - - -
------ -------- ------ ------- ------ -------
Diluted................... 9,480 $ 0.49 9,477 $ 0.10 9,436 $(0.06)
====== ======== ====== ======= ====== =======
The following options were not included in the computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of the common shares:
2001 2000 1999
----------- ----------- -----------
Options to purchase shares of
common stock (in thousands).... 3 19 -
Exercise prices.................. $5.94 $5.25-$6.00 -
Expiration dates................. 9/03 6/03-2/10 -
In accordance with SFAS No. 128, no options were included in the
computation of diluted earnings per share in 1999 because the Company reported
a loss and the effect of the options would be anti-dilutive.
Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107
"Disclosures About Fair Value of Financial Instruments." The estimated fair
value of the Company's financial instruments has been determined by the
Company, using available market information and valuation methodologies.
However, considerable judgment is required to develop the estimates of fair
value; thus, the estimates provided herein are not necessarily indicative of
the amounts that the Company could realize in a current market exchange.
The carrying amounts of cash, receivables, accounts payable and accrued
expenses, and current installments of long-term debt approximate fair value
because of the short-term nature of these instruments.
The fair value of long-term debt is estimated based on the current
borrowing rates offered to the Company for debt of the same remaining
maturities.
-32-
It is estimated that the carrying amounts of all of the Company's
financial instruments approximate fair value at December 31, 2001 and 2000.
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.
Guarantee Fees
The officers of the Company earn a guarantee fee of two percent of the
average outstanding guaranteed debt as compensation for their personal
guarantees. For the year ended December 31, 2001, the Company paid
approximately $1.5 million in guarantee fees to its officers and recorded these
amounts as interest expense.
Certain Risk 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 would give 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.
The Company also relies on non-conventioneer visitors partially comprised
of individuals flying into the Reno area. The tragic events of September 11,
2001 could have an adverse effect on the Company's revenues from this segment
as consumers may need time to restore their confidence in air travel.
Impact of Recently Issued Accounting Standards
In November 2000, the Emerging Issues Task Force ("EITF") of the FASB
reached a consensus on EITF 00-14, "Accounting for Certain Sales Incentives."
EITF 00-14 requires that discounts which result in a reduction in or refund of
the selling price of a product or service in a single exchange transaction be
recorded as a reduction of revenues. The Company currently accounts for sales
incentives in accordance with EITF 00-14.
In February 2001, the EITF reached a partial consensus on EITF 00-22,
"Accounting for Points and Certain Other Time-Based or Volume-Based Sales
Incentive Offers, and Offers for Free Products or Services to be Delivered in
the Future." The consensus requires that vendors recognize the cash rebate or
refund obligation associated with time- or volume-based cash rebates as a
reduction of revenue based on a "systematic and rational allocation of the cost
of honoring rebates or refunds earned and claimed to each of the underlying
revenue transactions that result in progress by the customer toward
-33-
earning the rebate or refund." The liability for such obligations should be
based on the estimated amount of rebates or refunds to be ultimately earned,
including an estimation of "breakage" if it can be reasonably estimated. The
consensus is applicable beginning in the first quarter of 2001. The Company's
adoption of EITF 00-22 in the first quarter of 2001 did not have any effect on
previously reported operating income or net income.
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
December 31,
-------------------------
2001 2000
----------- -----------
Casino....................... $ 2,771,654 $ 2,892,043
Hotel........................ 895,366 1,238,919
Other........................ 122,002 146,944
----------- -----------
3,789,022 4,277,906
Less allowance for
doubtful accounts.......... (925,083) (1,314,258)
----------- -----------
$ 2,863,939 $ 2,963,648
=========== ===========
The Company recorded bad debt expense of $1,239,368, $665,177, and
$548,464, in 2001, 2000, and 1999, respectively.
NOTE 3. ACCRUED EXPENSES
Accrued expenses consist of the following:
December 31,
-------------------------
2001 2000
----------- -----------
<C
Accrued salaries, wages
and related benefits............ $ 2,820,394 $ 2,292,675
Progressive slot machine
and other gaming accruals....... 812,547 891,841
Accrued gaming taxes.............. 67,090 321,026
Accrued interest.................. 274,182 1,009,964
Other accrued liabilities......... 1,728,637 1,175,382
----------- -----------
$ 5,702,850 $ 5,690,888
=========== ===========
-34-
NOTE 4. LEASE COMMITMENTS
The Company leases certain furniture and equipment. The leases generally
provide for the lessee to pay taxes, maintenance, insurance, and certain other
operating costs of the leased property. The leases on most of the properties
contain renewal provisions.
Following is a summary of future minimum payments under capitalized leases
and under operating leases that have initial or remaining noncancelable lease
terms in excess of one year at December 31, 2001:
Capitalized Operating
Leases Leases
------------- -------------
Year ending December 31,
2002 .............................. $ 52,179 $ 161,261
2003 .............................. 52,179 161,261
2004 .............................. 52,179 161,261
2005 .............................. 21,797 80,631
------------ ------------
Total minimum lease payments .......... $ 178,334 $ 564,414
Less: amount representing interest ... (23,457) ============
------------
Present value of minimum
capitalized lease payments .......... 154,877
Less: current portion ................ (40,893)
------------
Long-term capitalized lease
obligations $ 113,984
============
Capital lease obligations are included with long-term and short-term debt
on the balance sheet.
Assets recorded under capital leases are included in Property and
Equipment as follows:
December 31,
-------------------------
2001 2000
----------- -----------
Furniture and equipment .......... $ 221,061 $ 221,061
Accumulated amortization ......... (66,111) (22,106)
----------- -----------
$154,950 $ 198,955
=========== ===========
Rental expense for operating leases amounted to $184,656, $104,397, and
$20,028, in 2001, 2000, and 1999, respectively as reported in selling, general
and administrative expenses in the statement of operations.
-35-
NOTE 5. LONG-TERM DEBT
Long-term debt consists of the following:
December 31,
----------------------------
2001 2000
------------- -------------
Amounts outstanding under bank reducing revolving
credit facility, collateralized by substantially
all property and equipment of Golden Road and guaranteed
by Monarch and its three largest stockholders, with
floating interest rates tied to a base rate approximately
equal to the prime rate or LIBOR (at the Company's option)
plus a margin which fluctuates according to the Company's
ratio of funded debt to EBITDA. The weighted average
interest rate was approximately 4.14% at December 31, 2001,
and 9.13% at December 31, 2000. The loan matures in June
2004, with all unpaid interest and principal due and payable
at that time.................................................. $ 68,000,000 $ 74,600,000
Note payable to bank in the amount of $1,897,597,
collateralized by real property and guaranteed by Monarch
and its three largest stockholders, with floating interest
rates equal to the three month LIBOR rate plus a margin which
fluctuates according to the Company's ratio of funded debt to
EBITDA. At December 31, 2001, the interest rate was approximately
5.1% and was approximately 9.304% at December 31, 2000.
Interest and scheduled principal payments are payable quarterly
until June 2004, with all unpaid interest and principal due
and payable at that time...................................... 1,111,071 1,414,091
Amount outstanding under bank promissory note for $1,000,000,
unsecured and guaranteed by Monarch's three largest stockholders,
with a variable initial interest rate of 9.00% and adjusted
based on an independent index plus 0.5 percentage points
over the index. Interest was paid monthly and the note matured on
April 5, 2001. At April 5, 2001, the interest rate was
8.0%........................................................ - 750,000
Amounts outstanding under bank credit facility for up to
$4,500,000, collateralized by furniture, fixtures and equipment
and guaranteed in full by Monarch and in part by Monarch's
three largest stockholders, with interest rates on
advances fixed at a margin over five year U.S. Treasury
notes. At December 31, 2001 and 2000, the Company's weighted
average interest rate was 7.44%. Each advance under the
credit facility is repaid in 60 monthly installments of
principal and interest. The balances mature at various dates
between 2003 and 2004......................................... 2,339,932 3,185,761
Slot purchase contracts, collateralized by equipment.
Contracts are non-interest bearing............................ 736,964 875,303
Amounts outstanding under a capital lease, collateralized by
equipment..................................................... 154,877 192,531
Notes payable, collateralized by equipment, with
principal and interest paid monthly through January 2001...... - 995
------------ ------------
$ 72,342,844 $81,018,681
Less current maturities........................................ (8,106,296) (7,537,893)
------------ ------------
$ 64,236,548 $ 73,480,788
============ ============
-36-
THE CREDIT FACILITY. At origination in 1997, the Company had an $80
million reducing revolving term loan credit facility (the "Credit Facility")
with a consortium of banks. As of December 31, 2001, maximum borrowing
capacity was $68,000,000 of which $68,000,000 was outstanding. The Credit
Facility is a direct obligation of Golden Road, and is guaranteed by Monarch.
The Credit Facility is also guaranteed individually by John Farahi, Co-Chairman
of the Board, Chief Executive Officer and Chief Operating Officer of Monarch
and Golden Road and General Manager of the Atlantis; Bahram (Bob) Farahi, Co-
Chairman of the Board and President of Monarch and Golden Road; and Behrouz Ben
Farahi, Co-Chairman of the Board, Chief Financial Officer, Secretary and
Treasurer of Monarch and Golden Road.
The Company was able to utilize proceeds from the Credit Facility for
working capital needs and general corporate purposes relating to the Atlantis
and for ongoing capital expenditure requirements at the Atlantis.
At the Company's option, borrowings under the Credit Facility can accrue
interest at a rate designated by the agent bank as 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 paid by the Company will include a
margin added to either the Base Rate or to LIBOR that is tied to the Company's
ratio of funded debt to EBITDA (the "Leverage Ratio"). Depending on the
Company's Leverage Ratio, this margin can vary between 0.00 percent and 2.00
percent above the Base Rate, and between 1.50 percent and 3.50 percent above
LIBOR. At December 31, 2001, the applicable margin was the Base Rate plus
0.5%, and the applicable LIBOR margin was LIBOR plus 2.0%. The Base Rate at
December 31, 2001 was 5.25%, and the LIBOR rate at December 31, 2001 was 4.11%.
At December 31, 2001, the Company had $1.5 million in Base Rate loans
outstanding and had one LIBOR loan outstanding totaling $66.5 million, for a
total obligation of $68.0 million.
The maturity date of the Credit Facility is June 30, 2004. Beginning July
1, 2000, the maximum principal available under the Credit Facility is reduced
quarterly from $80 million by an aggregate of $40 million in increasing
increments ranging from $1.5 million to $6 million per quarter. The Company
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) so long as the amount repaid is at least
$200 thousand and a multiple of $10 thousand. Amounts prepaid under the Credit
Facility may be reborrowed so long as the total borrowings outstanding do not
exceed the maximum principal available. The Company may also 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 thousand and a multiple
of $50 thousand.
The Credit Facility is secured by liens on substantially all of the real
and personal property of Golden Road, as well as by the aforementioned parent
and personal guarantees. 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 the Company's assets (including
provisions requiring that a minimum amount equal to two percent of the
Company's gaming revenues each year must be expended on capital expenditures at
the Atlantis), and covenants restricting the Company's ability to merge,
transfer ownership of Golden Road, incur additional indebtedness, encumber
assets, and make certain investments. The Credit Facility also
-37-
contains covenants requiring the Company to maintain certain financial ratios,
and provisions restricting transfers between Golden Road and Monarch and
between Golden Road and other specified persons. The Credit Facility also
contains provisions requiring the achievement of certain financial ratios
before the Company can repurchase its common stock or pay or declare dividends.
The Company is in compliance with all required covenants as of December 31,
2001, and 2000.
The Company paid various fees and other loan costs upon the closing of the
Credit Facility that are being amortized over the term of the Credit Facility
using the straight-line method, which approximates the effective interest rate
method. As of January 2000, the Company is required to pay a fee equal to
three eighths of one percent per annum on the average unused portion of the
Credit Facility.
Annual maturities of long-term debt as of December 31, 2001, are as
follows:
Year ending December 31,
2002 ......................... $ 8,106,296
2003 ......................... 11,462,282
2004 ......................... 52,752,909
2005 ......................... 21,357
------------
$ 72,342,844
============
NOTE 6. INCOME TAX
Income tax provision (benefit) consists of the following:
Years ended December 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------
Current provision (benefit)........... $ 1,904,759 $ (422,302) $ (655,843)
Deferred provision.................... 381,936 847,736 296,171
----------- ----------- -----------
$ 2,286,695 $ 425,434 $ (359,672)
=========== =========== ===========
-38-
The difference between the Company's provision (benefit) for federal
income taxes as presented in the accompanying Consolidated Statements of
Operations, and the provision (benefit) for income taxes computed at the
statutory rate is comprised of the items shown in the following table as a
percentage of pre-tax earnings.
Years ended December 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------
Income tax at the statutory rate...... 34.0% 34.0% (34.0)%
Non-deductible expenses............... 0.5% 2.5% 3.5%
Tax credits........................... (1.3)% (5.8)% (7.6)%
----------- ----------- -----------
33.2% 30.7% (38.1)%
=========== =========== ===========
The components of the deferred income tax assets and liabilities at
December 31, 2001 and 2000, as presented in the Consolidated Balance Sheets,
are as follows:
2001 2000
----------- -----------
CURRENT ASSETS
Compensation and benefits............ $ 292,880 $ 207,719
Bad debt reserves.................... 314,395 446,981
Accrued gaming liabilities........... 100,103 115,850
Accrued other liabilities............ 22,100 27,200
Alternative minimum tax credit....... 416,580 1,058,204
Other tax credit and other........... - 189,697
----------- -----------
1,146,058 2,045,651
NONCURRENT ASSETS
Net operating loss carryforward...... - 422,302
----------- -----------
Deferred income tax asset 1,146,058 $2,467,953
=========== ===========
NONCURRENT LIABILITIES
Impairment of assets................. $ (70,196) $ (70,196)
Depreciation......................... (4,643,090) (4,658,271)
Land basis........................... (277,543) (277,543)
----------- -----------
Deferred income tax liability $(4,990,829) (5,006,010)
=========== ===========
-39-
SFAS No. 109 requires recognition of the future tax benefit of deferred
tax assets to the extent realization of such benefits is "more likely than
not," otherwise a valuation allowance is applied. Based on the operating
history of the Company, management determined that the assets meet the "more
likely than not" criteria and therefore no valuation allowance has been
recognized as of December 31, 2001.
As of December 31, 2001, the Company had an alternative minimum tax credit
of $416,580 which can be carried forward indefinitely.
NOTE 7. BENEFIT PLANS
Savings Plan - Effective November 1, 1995, the Company adopted a savings
plan, which qualifies under Section 401(k) of the Internal Revenue Code. Under
the plan, participating employees may defer up to 15% of their pre-tax
compensation, but not more than statutory limits. The Company contributes
twenty five cents for each dollar contributed by a participant, with a maximum
contribution of 4% of a participant's compensation. The Company's matching
contributions were approximately $31,916, $24,097, and $21,770 in 2001, 2000,
and 1999, respectively.
Stock Option Plans - The Company maintains three stock option plans,
consisting of the Directors' Stock Option Plan, the Executive Long-term
Incentive Plan, and the Employee Stock Option Plan, which collectively provide
for the granting of options to purchase up to 425,000 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.
Options expire five to ten years from the grant date.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
If the Company had elected to recognize compensation cost on the fair market
value at the grant dates for awards under the stock option plans, consistent
with the method prescribed by SFAS No. 123, net income and income per share
would have been changed to the pro forma amounts indicated below:
Years ended December 31,
----------------------------------------
2001 2000 1999
----------- ----------- ------------
Net income (loss) As reported $ 4,601,764 $ 960,081 $ (584,865)
Pro forma $ 4,483,804 $ 881,597 $ (803,022)
Basic earnings (loss)
per share As reported $ 0.49 $ 0.10 $ (0.06)
Pro forma $ 0.48 $ 0.09 $ (0.09)
Diluted earnings (loss)
per share As reported $ 0.49 $ 0.10 $ (0.06)
Pro forma $ 0.47 $ 0.09 $ (0.09)
-40-
The fair value of the Company's stock options was estimated as of the
grant date using the Black-Scholes option pricing model with the following
weighted average assumptions for 2001, 2000, and 1999: dividend yield of 0.0%
for all periods; expected volatility of 70.4%, 107.8%, and 128.0%,
respectively; a weighted average risk free interest rate of 4.36%, 6.0%, and
5.0%, respectively; and expected holding periods of three to nine years.
Presented below is a summary of the status of the Company's stock options
and the related transactions.
Weighted Average
Shares Exercise Price
-------- ----------------
Outstanding at December 31, 1998.... 252,200 $ 3.47
Granted............................ 4,800 5.50
Exercised.......................... - -
Forfeited/expired.................. (60,100) (5.93)
------- -----
Outstanding at December 31, 1999.... 196,900 3.04
Granted............................ 19,800 5.07
Exercised.......................... - -
Forfeited/expired.................. (63,150) (4.92)
------- -----
Outstanding at December 31, 2000.... 153,550 3.19
Granted............................ 28,200 5.14
Exercised.......................... - -
Forfeited/expired.................. (21,850) (4.95)
------- -----
Outstanding at December 31, 2001.... 159,900 3.38
======= =====
Weighted average fair value of
options granted during 2001......... $ 5.14
=======
2000......... $ 5.07
=======
1999......... $ 5.50
=======
Stock Options Stock Options
Outstanding Exercisable
------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Range of Contractual Exercise Exercise
Exercise Prices Shares Life Price Shares Price
---------------- --------- ----------- ---------- -------- ----------
$2.25 to $2.88 115,500 4.00 $ 2.66 50,000 $ 2.38
$4.38 to $5.50 33,300 4.00 $ 5.12 18,300 $ 5.23
$5.68 to $6.00 11,100 4.00 $ 5.73 3,050 $ 5.94
-------- -------
Total 159,900 71,350
======== =======
-41-
NOTE 8. COMMITMENTS AND CONTINGENCIES
Self Insurance - The Company is self-insured for health care claims for
eligible active employees. Benefit plan administrators assist the Company in
determining its liability for self-insured claims, and such claims are not
discounted. The Company is also self-insured for workman's compensation. Both
plans limit the Company's maximum liability under stop-loss agreements with
insurance companies. The maximum liability for health care claims under the
stop-loss agreement is $50,000 as of November 1, 1999, and was $40,000 prior to
that date. The maximum liability for workman's compensation under the stop-
loss agreement is $300,000 per claim.
The Company is a defendant in various pending legal proceedings. In the
opinion of management, all pending claims in such litigation will not, in the
aggregate, have a material adverse effect on the Company's financial position
or results of operations.
NOTE 9. SELECTED QUARTERLY FINANCIAL DATA
2001
---------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ------------- ------------- ------------- -------------
Net revenues ............. $ 23,750,181 $ 27,731,985 $ 28,221,640 $ 24,811,787 $104,515,593
Operating expenses ....... $ 21,425,694 $ 22,587,821 $ 22,998,370 $ 23,371,919 $ 90,383,804
Income from operations ... $ 2,324,487 $ 5,144,164 $ 5,223,270 $ 1,439,868 $ 14,131,789
Net income ............... $ 302,311 $ 1,734,054 $ 2,383,021 $ 182,378 $ 4,601,764
Income per share of
common stock
Basic ................ $ 0.03 $ 0.18 $ 0.25 $ 0.03 $ 0.49
Diluted .............. $ 0.03 $ 0.18 $ 0.25 $ 0.03 $ 0.49
2000
---------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ------------- ------------- ------------- -------------
Net revenues ............. $ 22,649,726 $ 24,978,492 $ 26,578,187 $ 22,709,160 $ 96,915,565
Operating expenses ....... $ 20,466,905 $ 21,524,468 $ 23,567,411 $ 21,806,569 $ 87,365,353
Income from operations ... $ 2,182,821 $ 3,454,024 $ 3,010,776 $ 902,591 $ 9,550,212
Net income (loss) ........ $ 93,204 $ 829,820 $ 582,274 $ (545,217) $ 960,081
Income (loss) per share of
common stock
Basic ................ $ 0.01 $ 0.09 $ 0.06 $(0.06) $ 0.10
Diluted .............. $ 0.01 $ 0.09 $ 0.06 $(0.06) $ 0.10
-42-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2002.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2002.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report:
Consolidated Statements of Operations for the years ended
December 31, 2001, 2000, and 1999.
Consolidated Balance Sheets at December 31, 2001, and 2000.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2001, 2000, and 1999.
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000, and 1999.
Notes to Consolidated Financial Statements.
-43-
2. Schedules are omitted because of the absence of conditions under
which they are required or because the required information is
provided in the financial statements or notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
Number Exhibit Description
------ -------------------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Amended and Restated Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-022088) for the fiscal year
ended December 31,1998, Item 14(c), Exhibit 4.02.
4.03 Amended and Restated Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan is incorporated herein by reference to
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1997, Item 14(c), Exhibit 4.03.
-44-
4.04 Amended and Restated Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1997, Item 14(c), Exhibit 4.04.
10.01 Construction and Reducing Revolving Credit Agreement, dated as of
December 29, 1997, among Golden Road Motor Inn, Inc. as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi, and
Behrouz Farahi as guarantors, the Lenders as defined therein, and
Wells Fargo Bank as administrative and collateral Agent for the
Lenders and Swingline Lender is incorporated herein by reference
to the Company's Form 8-K report (SEC File 0-22088) dated January
14, 1998, Exhibit 10.01.
10.02 First Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of January 9, 1998, among Golden Road Motor
Inn, Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1997, Item 14(c), Exhibit 10.02.
10.03 Second Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of June 12, 1998, among Golden Road Motor Inn,
Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-Q
report (SEC File 0-22088) for the fiscal quarter ended June 30,
1998, Item 6(a), Exhibit 10.01.
10.04 Term Loan Agreement, entered as of the 23rd day of July, 1998, by
and among Golden Road Motor Inn, Inc., as Borrower, Monarch Casino
& Resort, Inc., John Farahi, Bahram Farahi and Behrouz Farahi as
guarantors, and U.S. Bank National Association as Term Lender is
incorporated herein by reference to the Company's Form 10-Q report
(SEC File 0-22088) for fiscal quarter ended September 30, 1998,
Item 6(a), Exhibit 10.01.
10.05 Schedule to Master Loan Agreement, dated as of December 16, 1998;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1998, Item 14(c), Exhibit
10.05.
-45-
10.06 Nonstandardized 401(k) Plan Adoption Agreement between Monarch
Casino & Resort, Inc. and Smith Barney Shearson dated November 7,
1995 is incorporated herein by reference to the Company's Form
10-K report (SEC File 0-22088) for the fiscal year ended December
31, 1995, Item 14(a)(3), Exhibit 10.21.
10.07 Recordkeeping Service Agreement between Monarch Casino & Resort,
Inc. and Travelers Recordkeeping dated June 29, 1995 is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 10.22.
10.08 Trademark Agreement between Golden Road Motor Inn, Inc. and
Atlantis Lodge, Inc., dated February 3, 1996 is incorporated
herein by reference to the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1995, Item
14(a)(3), Exhibit 10.23.
10.09 Business Loan Agreement between Golden Road Motor Inn, Inc. and
Colonial Bank, dated November 17, 1999; Promissory Note by Golden
Road Motor Inn, Inc. in favor of Colonial Bank, dated November 17,
1999; Commercial Guaranty issued by John Farahi in favor of
Colonial Bank, dated November 17, 1999; Commercial Guaranty issued
by Bahram Farahi in favor of Colonial Bank, dated November 17,
1999; and Commercial Guaranty issued by Ben Farahi, dated
November 17, 1999 is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1999, Item 14(c), Exhibit 10.14.
10.10 Schedule to Master Loan Agreement, dated as of April 1, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.15.
10.11 Schedule to Master Loan Agreement, dated as of April 19, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.16.
-46-
10.12 Schedule to Master Loan Agreement, dated as of May 5, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.17.
10.13 Schedule to Master Loan Agreement, dated as of May 24, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.18.
10.14 Schedule to Master Loan Agreement, dated as of June 23, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.19.
10.15 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.01.
10.16 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.02.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc. is incorporated herein by reference to the Company's
Form 10-K report (SEC File 0-22088) for the fiscal year ended
December 31, 1999, Item 14(c), Exhibit 21.01.
99.01 Acknowledgement of receipt of Letter of Representation from Arthur
Andersen, LLP, independent public accountants pursuant to
temporary Note 3T to Article 3 of Regulation S-X.
-47-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 22, 2002 By: /s/ BEN FARAHI
------------------------------------
Ben Farahi, Co-Chairman of the Board,
Secretary, Treasurer and Chief
Financial Officer (Principal Financial
Officer and Duly Authorized Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
------------------ ----------------------------------- ----
/S/ JOHN FARAHI Co-Chairman of the Board of Directors, March 25, 2002
------------------ Chief Executive Officer (Principal
John Farahi Executive Officer) and Director
/S/ BOB FARAHI Co-Chairman of the Board of Directors, March 22, 2002
------------------ President, and Director
Bob Farahi
/S/ BEN FARAHI Co-Chairman of the Board of Directors, March 25, 2002
------------------ Secretary, Treasurer, Chief Financial
Ben Farahi Officer (Principal Financial Officer
and Principal Accounting Officer) and
Director
/S/ CRAIG. F.
SULLIVAN Director March 25, 2002
------------------
Craig F. Sullivan
/S/ RONALD R.
ZIDECK Director March 25, 2002
------------------
Ronald R. Zideck
/S/ CHARLES W.
SCHARER Director March 25, 2002
------------------
Charles S. Scharer
-48-
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ----------- ------------------------------------------------------------------ --------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973 are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Amended and Restated Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-022088) for the fiscal year
ended December 31,1998, Item 14(c), Exhibit 4.02.
4.03 Amended and Restated Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan is incorporated herein by reference to
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1997, Item 14(c), Exhibit 4.03.
4.04 Amended and Restated Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1997, Item 14(c), Exhibit 4.04.
10.01 Construction and Reducing Revolving Credit Agreement, dated as of
December 29, 1997, among Golden Road Motor Inn, Inc. as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi, and
Behrouz Farahi as guarantors, the Lenders as defined therein, and
Wells Fargo Bank as administrative and collateral Agent for the
Lenders and Swingline Lender is incorporated herein by reference
to the Company's Form 8-K report (SEC File 0-22088) dated January
14, 1998, Exhibit 10.01.
10.02 First Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of January 9, 1998, among Golden Road Motor
Inn, Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1997, Item 14(c), Exhibit 10.02.
-49-
10.03 Second Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of June 12, 1998, among Golden Road Motor Inn,
Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-Q
report (SEC File 0-22088) for the fiscal quarter ended June 30,
1998, Item 6(a), Exhibit 10.01.
10.04 Term Loan Agreement, entered into as of the 23rd day of July,
1998, by and among Golden Road Motor Inn, Inc., as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi and
Behrouz Farahi as guarantors, and U.S. Bank National Association
as Term Lender is incorporated herein by reference to the
Company's Form 10-Q report (SEC File 0-22088) for the fiscal
quarter ended September 30, 1998, Item 6(a), Exhibit 10.01.
10.05 Schedule to Master Loan Agreement, dated as of December 16, 1998;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1998, Item 14(c), Exhibit
10.05.
10.06 Nonstandardized 401(k) Plan Adoption Agreement between Monarch
Casino & Resort, Inc. and Smith Barney Shearson dated November 7,
1995 is incorporated herein by reference to the Company's Form
10-K report (SEC File 0-22088) for the fiscal year ended December
31, 1995, Item 14(a)(3), Exhibit 10.21.
10.07 Recordkeeping Service Agreement between Monarch Casino & Resort,
Inc. and Travelers Recordkeeping dated June 29, 1995 is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 10.22.
10.08 Trademark Agreement between Golden Road Motor Inn, Inc. and
Atlantis Lodge, Inc., dated February 3, 1996 is incorporated
herein by reference to the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1995, Item
14(a)(3), Exhibit 10.23.
10.09 Business Loan Agreement between Golden Road Motor Inn, Inc. and
Colonial Bank, dated November 17, 1999; Promissory Note by Golden
Road Motor Inn, Inc. in favor of Colonial Bank, dated November 17,
1999; Commercial Guaranty issued by John Farahi in favor of
Colonial Bank, dated November 17, 1999; Commercial Guaranty issued
by Bahram Farahi in favor of Colonial Bank, dated November 17,
1999; and Commercial Guaranty issued by Ben Farahi, dated
November 17, 1999 is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1999, Item 14(c), Exhibit 10.14.
10.10 Schedule to Master Loan Agreement, dated as of April 1, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.15.
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10.11 Schedule to Master Loan Agreement, dated as of April 19, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.16.
10.12 Schedule to Master Loan Agreement, dated as of May 5, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.17.
10.13 Schedule to Master Loan Agreement, dated as of May 24, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.18.
10.14 Schedule to Master Loan Agreement, dated as of June 23, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.19.
10.15 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.01.
10.16 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.02.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc. is incorporated herein by reference to the Company's
Form 10-K report (SEC File 0-22088) for the fiscal year ended
December 31, 1999, Item 14(c), Exhibit 21.01.
99.01 Acknowledgement of receipt of Letter of Representation from Arthur 52
Andersen, LLP, independent public accountants pursuant to
temporary Note 3T to Article 3 of Regulation S-X.
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