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, 2005
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)
-------------------------
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
-------------------------
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 if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES [ ] NO [X]
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. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated Filer [X] Non-accelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of voting and non-voting common equity held by
nonaffiliates as of June 30, 2005, based on the closing price as reported on
The Nasdaq Stock Market(SM) of $22.04 per share, was approximately
$205,664,409.
As of March 8, 2006, Registrant had 18,886,442 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Proxy Statement for Registrant's 2006 Annual Meeting of
Stockholders, 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. (the "Company" or "we"), 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.
Our principal executive offices are located at 1175 West Moana Lane, Suite
200, Reno, Nevada 89509, telephone (775) 825-3355.
AVAILABLE INFORMATION
Our website address is www.monarchcasino.com. We make available free of
charge on or through our Internet website our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the
Securities and Exchange Commission.
THE ATLANTIS CASINO RESORT
Through our Golden Road subsidiary, we own and operate the tropically-
themed Atlantis Casino Resort, which is located approximately three miles
south of downtown in the generally more affluent and rapidly growing south
area of Reno, Nevada. The Atlantis features approximately 51,000 square feet
of casino space interspersed with waterfalls, giant artificial palm trees,
thatched-roof huts, and other tropical decor; a hotel and a motor lodge with
975 guest rooms; nine food outlets; an enclosed year-round pool with
waterfall; an outdoor pool; a health spa; two retail outlets offering clothing
and traditional gift shop merchandise; a full service salon for men and women;
an 8,000 square-foot family entertainment center; and approximately 25,000
square feet of banquet, convention and meeting room space.
The Reno-Sparks Convention Center is located across the street from the
Atlantis, the only hotel-casino within easy walking distance. The Reno-Sparks
Convention Center offers approximately 570,000 square feet of exhibition,
meeting room, ballroom, and lobby space.
ATLANTIS CASINO
The Atlantis casino offers approximately 1,450 slot and video poker
machines; approximately 38 table games, including blackjack, craps, roulette
and others; a sports book (which is operated by an unaffiliated party pursuant
to a lease arrangement with us); Keno; and a poker room.
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The following table summarizes the components of our casino revenues for
the periods shown:
Years ended December 31,
--------------------------
2005 2004 2003
------ ------ ------
Slot & video poker..................... 81.7% 79.7% 78.2%
Table games............................ 15.5% 17.5% 18.8%
Keno, poker room and sports book rent.. 2.8% 2.8% 3.0%
The Atlantis offers what we believe are higher than average payout rates
on slot machines relative to other northern Nevada casinos and has adopted
liberal rules for its blackjack games, including the use of single decks of
cards at some tables and allowing players to "double down" on the first two
cards. We seek to attract high-end players through high quality amenities and
services and by extension of gaming credit after a careful credit history
evaluation.
HOTEL AND MOTOR LODGE
The Atlantis includes three contiguous high-rise hotel towers with 826
rooms and suites, and a low-rise motor lodge with another 149 rooms, for a
total of 975 guest rooms. The first of the three hotel towers, which was
completed in April 1991, contains 160 rooms and suites in 13 stories. The 19-
story second hotel tower was completed in September 1994 and underwent a $3.8
million complete interior renovation that was completed in March 2004. As part
of the renovation, certain suites were expanded and, as a result, five regular
hotel rooms were eliminated. The second hotel tower now contains 278 rooms and
suites from 283 rooms and suites prior to the renovation. 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 nearly 20% larger than
the standard guest rooms and offer private elevator access, upscale
accommodations, and a private concierge service.
The Atlantis hotel rooms feature upbeat, colorful interior decorations
and furnishings consistent with the Atlantis' tropical theme, as well as nine-
foot ceilings (most standard hotel rooms have eight-foot ceilings), which
create an open and spacious feel. The newest hotel tower features a four-story
waterfall with an adjacent year-round swimming pool in a climate controlled,
five-story glass enclosure, which shares an outdoor third floor pool deck with
a seasonal outdoor swimming pool and whirlpool. A full service salon (the
"Salon at Atlantis") overlooks the third floor sundeck and outdoor seasonal
swimming pool and offers products and treatments for hair, nails, skincare and
body services for both men and women. A health spa is located adjacent to the
swimming areas. The hotel also features glass elevators rising the full 19 and
28 stories, respectively, of the two taller hotel towers, providing panoramic
views of the Reno area and the Sierra Nevadas, a mountain range separating
Nevada from California.
The 149-room motor lodge is a two-story structure located adjacent to the
hotel. The motor lodge rooms, which are also decorated and furnished in a
manner consistent with the Atlantis' tropical theme, are smaller than the
tower hotel rooms and have standard eight-foot ceilings. We believe the motor
lodge rooms appeal to value conscious travelers who still want to enjoy the
experience and amenities of a first-class hotel-casino resort.
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The average occupancy rate and average daily room rate at the Atlantis
for the following periods were:
Years ended December 31,
--------------------------
2005 2004 2003
------ ------ ------
Occupancy rate......................... 93.0% 93.6% 92.3%
Average daily room rate................ $63.24 $64.16 $57.82
We continually monitor and adjust hotel room rates based upon demand and
other competitive factors. Our Average Daily Room Rate ("ADR") has also been
impacted by rooms sold at discounted rates to select wholesale operators for
tour and travel packages. The decreases in ADR and occupancy in 2005 compared
to 2004 were due to fewer conventions at the adjacent Reno-Sparks Convention
Center and the fact that Reno did not host a major bowling tournament in 2005.
Conventions typically draw higher room rates.
RESTAURANTS AND DINING
The Atlantis has seven restaurants, one snack bar, and one gourmet coffee
bar, as described below.
- The 600-seat Toucan Charlie's Buffet & Grill, which offers a wide
variety of standard hot food selections, salads and seafood; specialty
substations featuring made-to-order items such as Mongolian barbecue,
fresh Southwest and Asian specialties, meats roasted in wood-fired
rotisserie ovens, two salad stations, and a wide variety of freshly
made desserts.
- The 135-seat, aquatic-themed Atlantis Seafood Steakhouse gourmet
restaurant.
- The 200-seat, upscale MonteVigna Italian Ristorante, featuring a
centrally located wine cellar.
- The Oyster Bar restaurant in the Sky Terrace offering fresh seafood,
soups and bisques made to order.
- The Sushi Bar, also in the Sky Terrace, offering a variety of fresh
raw and cooked sushi specialties, including all-you-can-eat lunch and
dinner menus. Combined, the Oyster Bar and Sushi Bar can accommodate
up to 139 guests.
- The 178-seat 24-hour Purple Parrot coffee shop.
- The 122-seat Cafe Alfresco restaurant serving pizzas prepared in a
wood-fired, brick oven.
- A gourmet coffee bar, offering specialty coffee drinks and pastries and
desserts made fresh daily in the Atlantis bakery.
- A snack bar and soda fountain serving ice cream and arcade-style
refreshments.
THE SKY TERRACE
The Sky Terrace is a unique structure with a diamond-shaped, blue glass
body suspended approximately 55 feet above street level and spanning 160 feet
across South Virginia Street. The Sky Terrace connects the Atlantis with
additional parking on a 16-acre site owned by us across South Virginia Street
from the Atlantis. The structure rests at each end on two 100-foot tall
Grecian columns with no intermediate support pillars. The tropically-themed
interior of the Sky Terrace contains the Oyster Bar, a video poker bar, banks
of slot machines, a lounge area with oversized leather sofas and chairs and
the Sushi Bar.
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Operations at the Atlantis are conducted 24 hours a day, every day of the
year. The Atlantis' business is moderately seasonal in nature, with higher
revenues during the summer months and lower revenues during the winter months.
ATLANTIS IMPROVEMENTS
We have continuously invested in upgrading the Atlantis. Our capital
expenditures at the Atlantis were $6.1 million in 2005, $9.7 million in 2004,
and $8.4 million in 2003. A summary of capital expenditures for the last three
years is as follows (in millions):
2005 2004 2003
-------- -------- --------
Cash acquisitions of property and equipment... $6.1 $9.1 $8.0
Property and equipment acquired through
trade payables............................... - - -
Financed purchases of property and equipment.. - 0.6 0.4
-------- -------- --------
Total capital expenditures.................... $6.1 $9.7 $8.4
During 2005, capital expenditures at the Atlantis consisted primarily of
the replacement of and upgrade to its ventilation and cooling system,
acquisition of gaming and computer systems equipment, and continued
renovations to the facility. During 2004, capital expenditures consisted
primarily of renovations to our second tower hotel rooms and suites, the
installation of a new slot player tracking system, $1.35 million in leased
driveway improvements and continued acquisitions of and upgrades to gaming
equipment. During 2003, capital expenditures consisted primarily of the
construction and opening of the Sushi Bar and the Salon at Atlantis,
renovations to the second hotel tower, and continued acquisitions of and
upgrades to gaming equipment.
In 2004, we constructed a driveway that is being shared between the
Atlantis and the adjacent Sierra Marketplace Shopping Center (the "Shopping
Center") that is owned and controlled by affiliates of our controlling
stockholders. A new traffic signal was erected at mid-block on South Virginia
Street, serving the new driveway. As part of this project, we are leasing a
37,368 square-foot corner section of the Shopping Center for a minimum lease
term of 15 years at an annual rent of $300,000, subject to increase every 60
months based on the Consumer Price Index. We also use part of the common area
of the Shopping Center and pay our proportional share of the common area
expense of the Shopping Center. We have the option to renew the lease for 3
five-year terms, and at the end of the extension period, we have the option to
purchase the leased section of the Shopping Center at a price to be determined
based on an MAI Appraisal. We use the leased space for pedestrian and vehicle
access to the Atlantis, and we have use of a portion of the parking spaces at
the Shopping Center. The total cost of the project was $2.0 million; we were
responsible for two thirds of the total cost, or $1.35 million. The project
was completed, the driveway was put into use and we began paying rent on
September 30, 2004 (see Part III - ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS incorporated herein by reference to the Company's Proxy Statement
to be filed with the Securities and Exchange Commission in connection with the
Annual Meeting of Stockholders to be held on May 23, 2006). The cost of the
new driveway is being depreciated over the initial 15-year lease term; some
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components of the new driveway are being depreciated over a shorter period of
time (see "Property and Equipment" in Notes to Consolidated Financial
Statements - Note 1. Summary of Significant Accounting Policies"). We remain
committed to implementing renovations and upgrades and will consider all
capital expenditure projects proposed by our executive officers and key
employees.
EXPANSION POTENTIAL
Our expansion potential at the current site is twofold. First, we could
expand our existing hotel and casino, thereby giving us more hotel rooms,
amenities and more room for additional slot machines. Second, we could expand
by developing the 16-acre parcel that we own across the street from the
Atlantis. This site is connected to the Atlantis by the Sky Terrace and is
currently used for parking and special events related to the Atlantis. Our
16-acre parcel meets all current Reno zoning requirements in the event we
decide to build another resort casino or entertainment facility.
On January 3, 2006, through our wholly-owned subsidiary, Golden Town,
Inc., we entered into agreements, dated as of January 1, 2006, to acquire 100%
of the equity interest of LLH Gaming, Inc. and its affiliates (collectively,
"LLH"). LLH was the party to a Purchase and Sale Agreement for the purchase
by LLH of the Fitzgerald's Reno Casino Hotel located in downtown, Reno, Nevada
("Fitzgerald's Reno"). We intended to cause LLH to complete the purchase of
Fitzgerald's Reno at an estimated cost of $11,000,000 plus additional
transaction costs. LLH filed for bankruptcy relief under Chapter 11 of the
Bankruptcy Code on December 30, 2005. Various parties to the Purchase and Sale
Agreement, including LLH, appeared in the U.S. Bankruptcy Court, District of
Nevada, on January 9, 2006, in order to clarify whether LLH would be entitled
to proceed to close on the Purchase and Sale Agreement and purchase
substantially all of the assets of the Fitzgerald's Reno. The United States
Bankruptcy Court denied the requested relief to extend the closing date on the
Purchase and Sale Agreement to purchase Fitzgerald's Reno. As a result, we
ceased our efforts to acquire Fitzgerald's Reno. We expensed in 2005 a charge
of approximately $151,000 in gaming development costs related to the potential
acquisition.
On September 23, 2003, we entered into an option agreement with an
affiliate of our controlling stockholders to purchase property in South Reno
for development of a new hotel casino. Through the current property owner, we
filed an application with the City of Reno for both master plan and zoning
changes for 13 acres of the property. On January 20, 2005, the City of Reno
Planning Commission approved the application for zoning change on the
property; the Reno City Council would next have to approve the application. On
April 13, 2005, the Reno City Council rejected the application for master plan
and zoning change. As a result of the City Council's decision, we expensed in
2005 a charge of approximately $289,000 in gaming development costs related to
the potential new hotel casino. The option agreement was set to expire on
September 15, 2005, and the Company's Board of Directors voted to let the
agreement expire on such date without exercising our option to purchase.
MARKETING STRATEGY
Our revenues and operating income are principally dependent on the level
of gaming activity at the Atlantis casino. Our predominant marketing goal is
to utilize all of the Atlantis facilities to generate additional casino play.
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Our secondary goal is to maximize revenues from our hotel, restaurants,
cocktail lounges, convention and meeting rooms and other amenities.
Our marketing efforts are directed toward three broad consumer groups:
Reno area residents, leisure travelers, and conventioneers. We believe the
Atlantis' location outside the downtown area, near the airport and across the
street from the Reno-Sparks Convention Center makes the facility appealing to
all three groups.
RENO AREA RESIDENTS. The Atlantis' proximity to rapidly growing,
generally more affluent, south Reno residential areas provides a significant
source of middle to upper-middle income gaming customers. We market to Reno
area residents (referred to from time to time as "Locals") on the basis of the
Atlantis location and accessibility, convenient surface parking, gaming
values, ambiance, friendly, efficient service, and quality and relative value
of its food and beverage offerings, entertainment, and promotions.
We believe local gaming customers prefer slot and video poker machines to
table games, and prefer video poker machines to reel-spinning (or
electronically simulated reel-spinning) slot machines. Accordingly, the
Atlantis provides a diverse selection of video poker machines. Moreover, we
believe that Reno area residents seek out and frequent casinos with higher
payout rates on slot and video poker machines and more liberal rules on table
games relative to other northern Nevada casinos. We believe the Atlantis
offers higher than average payout rates on slot machines, and we have adopted
liberal rules for its blackjack games, including the use of single decks of
cards at some tables and allowing players to "double down" on the first two
cards. We have also implemented "Club Paradise," a frequent player club, to
encourage Locals' repeat play at our casino.
LEISURE TRAVELERS. Reno is a popular gaming and vacation destination that
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 Atlanta. The principal segments of Reno's leisure
traveler market are independent travelers, package tour and travel customers,
and high-end players. We attempt to maximize our gaming revenues and hotel
occupancy through a balanced marketing approach that addresses each market
segment.
Independent travelers make reservations directly with hotels of their
choice or through independent travel agents. We believe this market segment
is largely comprised of individuals who drive and, to a lesser extent, fly to
Reno from a specific region, primarily northern California and the Pacific
Northwest. We strive to attract the middle to upper-middle income strata of
this consumer segment through advertising and direct marketing in select
regions. This segment represents a significant portion of the Atlantis'
customers, especially those visiting on weekends.
The package tour and travel segment consists of visitors who utilize
travel packages offered by wholesale operators. We market to this segment
through relationships with select wholesalers, primarily to generate customer
visits and supplement mid-week occupancy.
We welcome direct on-line reservations on the Atlantis' website
(http://www.atlantiscasino.com). We are also featured on major package tour
and travel websites.
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We market to high-end players selectively through direct sales. We
utilize complimentary rooms, food and beverage, special events and the
extension of gaming credit to attract high-end players.
CONVENTIONEERS. Convention business, like package tour and travel,
generates mid-week customer visits and supplements occupancy during low-demand
periods. Conventioneers also typically pay higher average room rates than
non-conventioneers. We selectively seek convention and meeting groups that we
believe will materially enhance the Atlantis' occupancy and daily room rates,
as well as those we believe will be more likely to gamble. As the only hotel-
casino within easy walking distance of the Reno-Sparks Convention Center, the
Atlantis is, in our view, uniquely positioned to capitalize on this expanding
segment. We believe the $105 million expansion and remodeling of the Reno-
Sparks Convention Center, completed in late July 2002, has created, and we
expect will continue to create additional customer traffic for the Atlantis
from a market segment that is presently underserved in the Reno area.
We market to all customer segments, including conventioneers, on the
basis of the location, quality and ambiance of the Atlantis facility, gaming
values, friendly, efficient service, and the quality and relative value of its
rooms, food and beverage offerings, entertainment, and promotions.
Our frequent player club, "Club Paradise," allows our customers to be
eligible to receive rewards and privileges based on the amount of their play,
while allowing us to track their play through a computerized system. We use
this information to determine appropriate levels of complimentary awards, and
in our direct marketing efforts. We believe that Club Paradise significantly
enhances our 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, 2005 Gaming Revenue Report
published by the Nevada State Gaming Control Board, there are approximately 12
casinos in the Reno area which generate more than $12.0 million each in annual
gaming revenues.
We believe 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 that offer similar
amenities. We compete for Locals primarily on the basis of the desirability
of our 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. We believe
the Atlantis' proximity to residential areas in south Reno and its abundant
surface parking afford it an advantage over the casinos located in downtown
Reno in attracting Locals.
Station Casinos, Inc., a casino operator operating primarily in the Las
Vegas market and catering mainly to Locals ("Station"), has acquired three
pieces of property in the Reno area and has announced plans to build two
casinos, one of which will be located within one mile of our Atlantis Casino
Resort. Should Station proceed with its plans, we believe this will create
additional competition for us in the Locals, conventioneer and tour and travel
markets and could have a material adverse impact on our business. We also
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believe, however, that such plans could create a new area of concentration for
casino properties in the Reno area, which could draw gaming patrons away from
downtown Reno toward South Reno where our Atlantis Casino Resort is located
and where gaming properties will complement each other due to their proximity
to one another.
We believe that the Atlantis' primary competition for leisure travelers
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. We compete for leisure travelers on
the basis of the desirability of our 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. We believe that our 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 us 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.
We believe 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. We compete for conventioneers based on the
desirability of our 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. We believe that the Atlantis'
proximity to the Reno-Sparks Convention Center affords it a distinct
competitive advantage in attracting conventioneers.
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. We believe 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 in 1999
allowing the expansion of Indian casinos in California has had an impact on
casino revenues in Nevada in general, and many analysts have continued to
predict the impact will be more significant on the Reno-Lake Tahoe market.
The extent of this continued impact is difficult to predict, but we believe
that the impact on us will continue to be mitigated to some extent due to the
Atlantis' emphasis on Reno area residents as a significant base of its
business, as well as its proximity to the Reno-Sparks Convention Center.
However, if other Reno area casinos continue to suffer business losses due to
increased pressure from California Indian casinos, they may intensify their
marketing efforts to Reno-area residents as well. However, we believe our
numerous amenities, such as a wide array of restaurants, a video arcade,
banquet facilities and surface parking are a key factor in our ability to
attract Locals which competitor facilities will not easily be able to match
without major capital expenditures.
-10-
Certain experienced Nevada gaming operators have agreements to build and
manage Indian casino facilities near San Francisco, 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 Nevadas is
hampered. One major facility near Sacramento has been operating since June
2003 and has been very successful, adversely impacting many hotel casinos in
Reno.
We also believe that the legalization of 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 impact on our business.
In June 2004, five California Indian tribes signed compacts with the
state that allows the tribes to increase the number of slot machines beyond
the previous 2,000-per-tribe limit in exchange for higher fees from each of
the five tribes. The State of California hopes to sign similar compacts with
more Indian tribes.
REGULATION AND LICENSING
The ownership and operation of casino gaming facilities in Nevada are
subject to the Nevada Gaming Control Act and the regulations promulgated
thereunder, referred to as the Nevada Act, and various local regulations. Our
gaming operations are subject to the licensing and regulatory control of the
Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Reno
City Council, 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 that are concerned
with, among other things:
- the prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any capacity;
- the establishment and maintenance of responsible accounting practices
and procedures;
- 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;
- the prevention of cheating and fraudulent practices; and
- 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 our gaming operations.
Golden Road, our subsidiary 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. We are registered
by the Nevada Gaming Commission as a publicly traded corporation, or
Registered Corporation. As such, we are required periodically to submit
detailed financial and operating reports to the Nevada Gaming Commission and
furnish any other information that the Nevada Gaming Commission may require.
No person may become a stockholder of, or receive any percentage of profits
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from, Golden Road without first obtaining licenses and approvals from the
Nevada Gaming Authorities. Golden Road and we 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, Golden Road or us in
order to determine whether that 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. Our officers, directors and key employees 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 that they deem reasonable. A finding of suitability is comparable to
licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. Applicants for licensing or
a finding of suitability must pay all costs of the investigation. Changes in
licensed positions must be reported to the Nevada Gaming Authorities. In
addition to their authority to deny an application for a finding of
suitability or licensure, the Nevada Gaming Authorities also 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 Golden Road or us, the companies involved would have to
sever all relationships with that person. In addition, the Nevada Gaming
Commission may require us 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.
We are required to submit detailed financial and operating reports to the
Nevada Gaming Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions by us must be reported to, or
approved by, the Nevada Gaming Commission.
If it were determined that we violated the Nevada Act, our gaming
licenses and registrations with the Nevada Gaming Commission could be limited,
conditioned, suspended or revoked, subject to compliance with certain
statutory and regulatory procedures. In addition, we 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, the Nevada
Gaming Commission could appoint a supervisor to operate our gaming properties
and, under certain circumstances, earnings generated during the supervisor's
appointment (except for the reasonable rental value of our gaming properties)
could be forfeited to the State of Nevada. The 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 our gaming
operations.
Any beneficial holder of our 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 our voting securities
determined if the Nevada Gaming Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared policies of the
-12-
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
our voting securities to report the acquisition to the Nevada Gaming
Commission. The Nevada Act requires that beneficial owners of more than 10%
of our voting securities apply to the Nevada Gaming Commission for a finding
of suitability within 30 days after the Chairman of the Nevada Gaming Control
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 our voting securities
may apply to the Nevada Gaming Commission for a waiver of such finding of
suitability if the institutional investor holds the voting securities for
investment purposes only. An institutional investor is not deemed to hold
voting securities for investment purposes unless they 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 our board of directors, any change in our corporate charter,
bylaws, management, policies or operations, or any of our gaming affiliates,
or any other action that the Nevada Gaming Commission finds to be inconsistent
with holding our voting securities for investment purposes only. Activities
that are not deemed to be inconsistent with holding voting securities for
investment purposes only include:
- voting on all matters voted on by stockholders;
- 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
- such other activities as the Nevada Gaming 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 Gaming
Commission or the Chairman of the Nevada State Gaming Control 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 Gaming Commission may be guilty of
a criminal offense. We are subject to disciplinary action if, after we
receive notice that a person is unsuitable to be a stockholder or to have any
other relationship with us, we:
- pay that person any dividend or interest upon voting securities,
- allow that person to exercise, directly or indirectly, any voting
right conferred through securities held by that person,
- pay remuneration in any form to that person for services rendered or
otherwise, or
- fail to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities for cash at fair market value.
-13-
The Nevada Gaming 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 Gaming 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 Gaming Commission, it:
- pays to the unsuitable person any dividend, interest, or any
distribution;
- recognizes any voting right by such unsuitable person in connection
with such securities;
- pays the unsuitable person remuneration in any form; or
- makes any payment to the unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar transaction.
We are required to maintain a current stock ledger in Nevada and the
Nevada Gaming Authorities may examine the ledger at any time. If any
securities are held in trust by an agent or 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. We are also required to render maximum
assistance in determining the identity of the beneficial owner. The Nevada
Gaming Commission has the power to require our stock certificates to bear a
legend indicating that the securities are subject to the Nevada Act.
We may not make a public offering of our securities without the prior
approval of the Nevada Gaming 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 purposes
of constructing, acquiring or financing gaming facilities. Any approval, if
granted, does not constitute a finding, recommendation or approval by the
Nevada Gaming Commission or the Nevada Gaming Control Board as to the accuracy
or adequacy of the prospectus or the investment merits of the securities
offered. Any representation to the contrary is unlawful.
Changes in our control through merger, consolidation, stock or asset
acquisitions, management or consulting agreements, or any act or conduct by a
person whereby that person obtains control (including foreclosure on the
pledged shares), may not occur without the prior approval of the Nevada Gaming
Commission. Entities seeking to acquire control of a Registered Corporation
must satisfy the Nevada State Gaming Control Board and Nevada Gaming
Commission in a variety of stringent standards prior to assuming control of
such Registered Corporation. The Nevada Gaming 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 Gaming 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:
-14-
- assure the financial stability of corporate gaming operators and their
affiliates;
- preserve the beneficial aspects of conducting business in the
corporate form; and
- promote a neutral environment for the orderly governance of corporate
affairs.
We are, in certain circumstances, required to receive approval from the
Nevada Gaming Commission before we can make exceptional repurchases of voting
securities above their current market price and before we can consummate a
corporate acquisition opposed by management. The Nevada Act also requires
prior approval of a plan of recapitalization proposed by our board of
directors in response to a tender offer made directly to a 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
taxes are payable either monthly, quarterly or annually and are based upon
either:
- a percentage of the gross revenues received;
- the number of gaming devices operated; or
- the number of table games operated.
A live entertainment tax is also paid 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, referred to as
Licensees, and who is or proposes to become involved in a gaming venture
outside of Nevada is required to deposit with the Nevada State Gaming Control
Board, and thereafter maintain, a revolving fund in the amount of $10,000 to
pay the expenses of investigation by the Nevada State Gaming Control Board of
their participation in foreign gaming. The revolving fund is subject to
increase or decrease in the discretion of the Nevada Gaming Commission.
Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Gaming Commission if they knowingly violate
any laws of the foreign jurisdiction pertaining to the foreign gaming
operation, fail to conduct the foreign gaming operation in accordance with the
standards of honesty and integrity required of Nevada gaming operations,
engage in activities that are harmful to the State of Nevada or its ability to
collect gaming taxes and fees, or employ 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 8, 2006, we had approximately 1,850 employees. None of our
employees are covered by collective bargaining agreements. We believe that
our relationship with our employees is good.
-15-
ITEM 1A. RISK FACTORS
Our business prospects are subject to various risks and uncertainties
that impact our business. You should carefully consider the following
discussion of risks, and the other information provided in this annual report
on Form 10-K. The risks described below are not the only ones facing us.
Additional risks that are presently unknown to us or that we currently deem
immaterial may also impact our business.
THE GAMING INDUSTRY IS HIGHLY COMPETITIVE AND INCREASED COMPETITION COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR FUTURE OPERATIONS
The gaming industry is highly competitive. As competitive pressures from
California Native American casinos increase, other Reno area casinos may
intensify their targeting of the Reno area resident market, which is one of
our key markets. Increased competitive pressures in the local market could
adversely impact our ability to continue to attract local residents to the
Atlantis, or require us to use more expensive and therefore less profitable
promotions to compete more efficiently.
Several Native American casinos have opened in Northern California since
passage of the constitutional amendment. Certain experienced Nevada gaming
operators manage Indian casino facilities near Sacramento, one of Reno's key
feeder markets. One major facility near Sacramento has been operating since
June 2003 and has been very successful, adversely impacting many hotel casinos
in Reno. Central and Northern California gaming facilities could provide an
alternative to Reno area casinos, especially during certain winter periods
when auto travel through the Sierra Nevadas is hampered. This loss of
California drive-in customers could adversely effect our operations.
We also believe that the legalization of 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 impact on our business.
In June 2004, five California Indian tribes signed compacts with the
state that allows the tribes to increase the number of slot machines beyond
the previous 2,000-per-tribe limit in exchange for higher fees from each of
the five tribes. The State of California hopes to sign similar compacts with
more Indian tribes. The resulting increase in the number of slot machines
permitted in California Native American Casinos could further adversely impact
Reno area casino operations and our operations.
Other states are also considering legislation enabling the development
and operation of casinos or casino-like operations.
In addition, Native American gaming facilities in California and other
jurisdictions in some instances operate under regulatory requirements less
stringent than those imposed on Nevada licensed casinos, which could afford
them a competitive advantage in our markets. Moreover, increases in the
popularity of, and competition from, Internet and other account wagering
gaming services, which allow their customers to wager on a wide variety of
sporting events and play Las Vegas-style casino games from home, could have a
material adverse effect on our business, financial condition, operating
results and prospects.
-16-
OUR BUSINESS MAY BE ADVERSELY IMPACTED BY EXPANDED NATIVE AMERICAN GAMING
OPERATIONS IN CALIFORNIA AND THE PACIFIC NORTHWEST
Our largest source of leisure traveler customers is California and the
Pacific Northwest, including a large number who drive to Reno from the San
Francisco and Sacramento metropolitan areas. Since 1999, several large-scale
Native American-owned casino facilities have commenced operations in that
state, some of which are located close to our key markets. The increased
competition from these facilities could have a material adverse impact on our
business.
OUR BUSINESS MAY BE ADVERSELY IMPACTED IF THE RENO ECONOMY DECLINES
We heavily market to and rely upon business from Reno area residents.
In recent years, Reno has enjoyed robust business growth and has attracted a
number of technology, product distribution and marketing companies. These
businesses have created jobs and helped fuel residential development,
including the southwest Reno metropolitan area near the Atlantis. Should
there be negative changes in the business and job conditions in Reno, our
Locals business, which is the most substantial part of our overall business,
could be adversely impacted.
OUR BUSINESS MAY BE ADVERSELY IMPACTED BY WEAKENED ECONOMIC CONDITIONS IN
CALIFORNIA AND THE PACIFIC NORTHWEST
Because California and the Pacific Northwest are significant markets for
our leisure traveler and conventioneer customers, our business may be
adversely impacted in the event of weakened economic conditions in those
geographical markets.
EFFECTS OF CURRENT ECONOMIC AND POLITICAL CONDITIONS
The terrorist attacks that took place in the United States on September
11, 2001, were unprecedented events that created economic and business
uncertainties, especially for the travel and tourism industry. The potential
for future terrorist attacks, the national and international responses, and
other acts of war or hostility, including the ongoing conflict in Iraq, have
created economic and political uncertainties that could materially adversely
affect our business, results of operations, and financial condition in ways we
cannot predict.
AN OUTBREAK OF HIGHLY INFECTIOUS DISEASE COULD ADVERSELY AFFECT THE NUMBER OF
VISITORS TO OUR FACILITIES AND DISRUPT OUR OPERATIONS, RESULTING IN A MATERIAL
ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH
FLOWS
There have been recent fears concerning the spread of an "avian flu" in
Asia and worldwide. Potential future outbreaks of avian flu or other highly
infectious diseases may adversely affect the number of visitors to our
property and our business and prospects. Furthermore, an outbreak might
disrupt our ability to adequately staff our business and could generally
disrupt our operations. If any of our customers or employees is suspected of
having contracted certain highly contagious diseases, we may be required to
quarantine these customers or employees or the affected areas of our
facilities and temporarily suspend part or all of our operations at affected
facilities. Any new outbreak of such a highly infectious disease could have a
material adverse effect on our financial condition, results of operations and
cash flows.
-17-
FAILURE OF THE RENO-SPARKS CONVENTION CENTER TO BOOK AND ATTRACT CONVENTION
BUSINESS COULD ADVERSELY IMPACT OUR BUSINESS
The Atlantis is the closest hotel-casino to the Reno-Sparks Convention
Center. If the Reno-Sparks Convention Center does not succeed in booking the
anticipated level of conventions, our future results of operations could be
adversely impacted.
BECAUSE WE ARE CURRENTLY DEPENDENT UPON A SINGLE PROPERTY IN A SINGLE MARKET
FOR ALL OF OUR CASH FLOW, WE ARE SUBJECT TO GREATER RISKS THAN A GAMING
COMPANY WITH MORE OPERATING PROPERTIES OR THAT OPERATES IN MORE MARKETS
We currently do not have material assets or operations other than the
Atlantis. As a result, we are entirely dependent upon this property for all of
our cash flow until we develop other properties.
OUR BUSINESS IS SUBJECT TO RESTRICTIONS AND LIMITATIONS IMPOSED BY GAMING
REGULATORY AUTHORITIES THAT COULD ADVERSELY AFFECT US
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulation. The State of Nevada and the applicable
local authorities require various licenses, registrations, permits and
approvals to be held by us and our subsidiary. The Nevada Gaming Commission
may, among other things, limit, condition, suspend, revoke or decline to renew
a license or approval to own the stock of our Nevada subsidiary for any cause
deemed reasonable by such licensing authority. If we violate gaming laws or
regulations, substantial fines could be levied against us, our subsidiary and
the persons involved, and we could be forced to forfeit a portion of our
assets. The suspension, revocation or non-renewal of any of our licenses or
the levy on us of substantial fines or forfeiture of assets would have a
material adverse effect on our business, financial condition and results of
operations.
To date, we have obtained all governmental licenses, findings of
suitability, registrations, permits and approvals necessary for the operation
of our current gaming activities. However, gaming licenses and related
approvals are deemed to be privileges under Nevada law. We cannot assure you
that our existing licenses, permits and approvals will be maintained or
extended.
OUR INSURANCE COVERAGE MAY NOT BE ADEQUATE TO COVER ALL POSSIBLE LOSSES THAT
OUR PROPERTY COULD SUFFER. IN ADDITION, OUR INSURANCE COSTS MAY INCREASE AND
WE MAY NOT BE ABLE TO OBTAIN THE SAME INSURANCE COVERAGE IN THE FUTURE.
Although we have all-risk property insurance covering damage caused by a
casualty loss (such as fire and natural disasters), each such policy has
certain exclusions. In addition, our property insurance is in an amount that
may be less than the expected replacement cost of rebuilding the complex if
there was a total loss. Our level of insurance coverage may not be adequate to
cover all losses in the event of a major casualty. In addition, certain
casualty events, such as labor strikes, nuclear events, acts of war, loss of
income due to cancellation of room reservations or conventions due to fear of
terrorism, deterioration or corrosion, insect or animal damage and pollution,
might not be covered at all under our policies. Therefore, certain acts could
expose us to heavy, uninsured losses.
-18-
In addition, although we currently have insurance coverage for
occurrences of terrorist acts and for certain losses that could result from
these acts, our terrorism coverage is subject to the same risks and
deficiencies as those described above for our all-risk property coverage. The
lack of sufficient insurance for these types of acts could expose us to heavy
losses in the event that any damages occur, directly or indirectly, as a
result of terrorist attacks or otherwise, which could have a significant
negative impact on our operations.
In addition to the damage caused to our property by a casualty loss (such
as fire, natural disasters, acts of war or terrorism), we may suffer business
disruption as a result of these events or be subject to claims by third
parties injured or harmed. While we carry business interruption insurance and
general liability insurance, this insurance may not be adequate to cover all
losses in such event.
We renew our insurance policies on an annual basis. The cost of coverage
may become so high that we may need to reduce our policy limits or agree to
certain exclusions from our coverage. Among other factors, it is possible that
the situation in Iraq, homeland security concerns, other catastrophic events
or any change in government legislation governing insurance coverage for acts
of terrorism could materially adversely affect available insurance coverage
and result in increased premiums on available coverage (which may cause us to
elect to reduce our policy limits) and additional exclusions from coverage.
Among other potential future adverse changes, in the future we may elect not
to, or may not be able to, obtain any coverage for losses due to acts of
terrorism.
Our debt instruments and other material agreements require us to maintain
a certain minimum level of insurance. Failure to satisfy these requirements
could result in an event of default under these debt instruments or material
agreements, which would have a material adverse effect on our financial
condition, results of operations or cash flows."
IF THE STATE OF NEVADA OR THE CITY OF RENO INCREASES GAMING TAXES AND FEES,
OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED
State and local authorities raise a significant amount of revenue through
taxes and fees on gaming activities. From time to time, legislators and
officials have proposed changes in tax laws, or in the administration of such
laws, affecting the gaming industry. In addition, worsening economic
conditions could intensify the efforts of state and local governments to raise
revenues through increases in gaming taxes. If the State of Nevada or the
City of Reno were to increase gaming taxes and fees, our results of operations
could be adversely affected.
IF WE LOSE OUR KEY PERSONNEL, OUR BUSINESS COULD BE MATERIALLY ADVERSELY
AFFECTED
We depend on the continued performances of John Farahi, Bob Farahi and
Ben Farahi, our Chief Executive Officer, our President, and our Chief
Financial Officer, respectively, and their management team. If we lose the
services of the Farahi brothers, or our other senior Atlantis management
personnel, and cannot replace such persons in a timely manner, our business
could be materially adversely affected.
-19-
ADVERSE WINTER WEATHER CONDITIONS IN THE SIERRA NEVADAS AND RENO-LAKE TAHOE
AREA COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Adverse winter weather conditions, particularly snowfall, can deter our
customers from traveling or make it difficult for them to frequent the
Atlantis. Adverse winter weather would most significantly affect our drive-in
customers from northern California and the Pacific Northwest. If the Reno
area itself were to experience prolonged adverse winter weather conditions,
our results of operations and financial condition could also be materially
adversely affected.
CLAIMS HAVE BEEN BROUGHT AGAINST US AND OUR SUBSIDIARY IN VARIOUS LEGAL
PROCEEDINGS, AND ADDITIONAL LEGAL AND TAX CLAIMS ARISE FROM TIME TO TIME.
It is possible that our cash flows and results of operations could be
affected by the resolution of these claims. We believe that the ultimate
disposition of current matters will not have a material impact on our
financial condition or results of operations. Please see the further
discussion under "Legal Proceedings" in Item 3 of this Form 10-K.
ENERGY PRICE INCREASES MAY ADVERSELY AFFECT OUR COST OF OPERATIONS AND OUR
REVENUES.
Our facility uses significant amounts of electricity, natural gas and
other forms of energy. While no shortages of energy or fuel have been
experienced to date, substantial increases in energy and fuel prices in the
United States have negatively affected and may continue to negatively affect,
our operating results. The extent of the impact is subject to the magnitude
and duration of the energy and fuel price increases, but this impact could be
material. In addition, energy and gasoline price increases in cities that
constitute a significant source of customers for our properties could result
in a decline in disposable income of potential customers and a corresponding
decrease in visitation and spending at our properties, which would negatively
impact revenues.
CHANGES IN REGULATIONS ON LAND USE REQUIREMENTS COULD ADVERSELY IMPACT OUR
BUSINESS
A change in regulations on land use requirements with regard to
development of new hotel casinos in the proximity of the Atlantis could have
an adverse impact on our business, results of operations, and financial
condition.
OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY HIGH-END PLAYERS'
WINNINGS
Although not the major focus of our marketing efforts, we have
selectively targeted high-end players since opening our newest tower in 1999.
Should one or more of these high-end players win large sums in our casino or
should a material amount of credit extended to such players not be repaid, our
results of operations could be adversely impacted.
A CHANGE IN CONTROL COULD RESULT IN THE ACCELERATION OF OUR DEBT OBLIGATIONS
Certain changes in control could result in the acceleration of the
repayment of our bank debt. This acceleration could be triggered in the event
-20-
the Farahi family sells enough of their stock to result in another stockholder
acquiring more than 50% of our shares or upon their deaths if their respective
heirs must sell a substantial number of our shares to obtain funds to pay
estate tax liabilities. We cannot assure you that we would be able to repay
indebtedness whose maturity is accelerated as a result of such a change in
control, and such an inability would materially adversely affect our financial
condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There were no unresolved comments from the SEC staff at the time of
filing this Form 10-K.
ITEM 2. PROPERTIES
Our 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 a
trust deed encumbrance in favor of financial institutions totaling
approximately $1.1 million as of March 8, 2006.
(b) An approximately 16-acre site adjacent to the Atlantis and
connected to the Atlantis by the Sky Terrace, which includes approximately 11
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 complementary resort casino and/or
entertainment amenities. We have not determined the ultimate use of this
site. These 16 acres are also held subject to the trust deed encumbrance
described in ITEM 2 (a) above.
(c) Leased land consisting of 37,368 square-feet next door to the
Atlantis serving as a driveway entrance to the Atlantis.
ITEM 3. LEGAL PROCEEDINGS
Monarch has made previous disclosure of class action litigation cases:
William Poulos v. Caesar's World, Inc. et. al., Case No. 94-478-Civ-Orl-22;
William H Ahern v. Caesars World, Inc. et. al., Case No. 94-478-Civ-Orl-22;
and Larry Schrier v. Caesars World Inc., et. al, Case No. 95-923-LDG (RJJ)
which were consolidated for purposes of litigation, and in which Monarch is
one of numerous named defendants. The Complaints allege that manufacturers,
distributors and casino operators of video poker and electronic slot machines,
including Monarch, 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. On
September 7, 2005, U.S. District Judge Roger L. Hunt granted the Defendants'
Motion for Summary Judgment on all claims made by Plaintiffs, and dismissed
-21-
Plaintiffs' claims in their entirety. On October 14, 2005, Plaintiffs William
Poulos and Brenda McElmore lodged a Notice of Appeal with the U.S. Court of
Appeals for the Ninth Circuit, seeking to appeal from the District Court's
order of summary judgment in favor of defendants and two discovery orders also
issued by the district court. Monarch intends to vigorously respond to the
appeal jointly with its co-defendants/co-respondents. Monarch does not expect
its share of the costs and attorneys fees arising out of the appeal to be
material.
Additionally, Monarch previously has disclosed litigation filed against
it on January 27, 2006, by Kerzner International Limited ("Kerzner") owner
of the Atlantis, Paradise Island, Bahamas in the United States District Court,
District of Nevada, Case No. 2:06-cv-00102, seeking declaratory judgment
prohibiting Monarch from using the name "Atlantis" in connection with
offering casino services other than at Monarch's Atlantis Casino Resort
located in Reno Nevada, and particularly prohibiting Monarch from using the
"Atlantis" name in connection with offering casino services in Las Vegas
Nevada; injunctive relief enforcing the same; unspecified compensatory and
punitive damages; and other relief. Monarch believes Kerzner's claims to be
entirely without merit and is defending vigorously against the suit. Further,
Monarch has filed a counterclaim against Kerzner seeking to enforce the
license agreement granting Monarch the exclusive right to use the Atlantis
name in association with lodging throughout the state of Nevada; to cancel
Kerzner's registration of the Atlantis mark for casino services on the basis
that the mark was fraudulently obtained by Kerzner; and declaratory relief on
these issues.
We are party to other claims that arise in the normal course of business.
Management believes that the outcomes of such claims will not have a material
adverse impact on our financial condition, cash flows or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of our security holders during
the fourth quarter of 2005.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
(a) Our 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 our
common stock, as reported by The Nasdaq Stock Market(SM), during the periods
indicated. Prices prior to March 31, 2005, are adjusted to reflect a 2-for-1
stock split effective on such date.
2005 2004
---------------- ----------------
High Low High Low
------- ------- ------- -------
First quarter........... $21.715 $18.950 $ 7.450 $ 5.375
Second quarter.......... $24.980 $16.560 $ 7.875 $ 6.525
Third quarter........... $26.320 $14.820 $ 9.670 $ 6.475
Fourth quarter.......... $22.940 $15.500 $21.945 $ 9.410
-22-
As of March 7, 2006, there were approximately 90 holders of record of our
common stock, and approximately 2,990 beneficial stockholders.
We have never paid dividends. We presently intend to retain earnings and
use free cash to finance our operating activities, for maintenance capital
expenditures and to reduce debt. We do not anticipate declaring cash dividends
in the foreseeable future. Our bank loan agreement also contains provisions
that require the achievement of certain financial ratios before we can pay or
declare dividends to our stockholders. See Item 8, "FINANCIAL STATEMENTS,
Notes to Consolidated Financial Statements, Note 5."
Securities Authorized for Issuance Under Equity Compensation Plans. See
Part III, Item 12 - Security Ownership of Certain Beneficial Owners and
Management.
(b) Not applicable.
(c) On March 10, 2003, we announced a plan to repurchase up to
500,000 shares (adjusted for 2 for 1 stock split effective March 31, 2005), or
2.6%, of our common stock in open market transactions. The repurchases may be
made from time to time depending on market conditions and availability of
funds. The repurchases are to be made with our cash (see our Current Report
filed on Form 8-K dated March 10, 2003). We did not purchase any shares of
our common stock pursuant to this stock repurchase program during 2005 and
2004. During 2003, we purchased 360,000 shares (adjusted for the 2 for 1
stock split mentioned above) of our common stock pursuant to this stock
repurchase program. Our bank loan agreement requires achievement of certain
financial ratios before we can repurchase our common stock.
-23-
ITEM 6. SELECTED FINANCIAL DATA
Years ended December 31,
----------------------------------------------------
(In thousands, except per share amounts) 2005 2004 2003 2002 2001
- ---------------------------------------------------------------------------------------------
OPERATING RESULTS
Casino revenues $ 94,501 $ 84,132 $ 74,956 $ 70,773 $ 64,908
Other revenues 67,165 65,545 59,741 57,641 54,461
------- ------- ------- ------- -------
Gross revenues 161,666 149,677 134,697 128,414 119,369
Promotional allowances (21,881) (20,220) (18,746) (17,376) (14,853)
------- ------- ------- ------- -------
Net revenues 139,785 129,457 115,951 111,038 104,516
Income from operations 33,069<F1> 26,274<F2> 17,209<F3> 17,196<F4> 14,132<F5>
Income before income tax 32,056 24,689 14,572 13,033 6,888
Net income $ 21,035 $ 16,526 $ 9,606 $ 8,603 $ 4,602
======= ======= ======== ======= =======
- ----------------------------------------------------------------------------------------------
INCOME PER SHARE OF COMMON STOCK <F6>
Net income
Basic $ 1.12 $ 0.88 $ 0.51 $ 0.46 $ 0.25
Diluted $ 1.10 $ 0.88 $ 0.51 $ 0.45 $ 0.24
Weighted average number of common shares
and potential common shares outstanding
Basic 18,849 18,756 18,759 18,916 18,872
Diluted 19,094 18,815 18,825 19,042 18,960
- ----------------------------------------------------------------------------------------------
OTHER DATA
Depreciation and amortization $ 8,379 $ 9,628 $ 10,797 $ 10,320 $ 10,085
Interest expense, net $ 1,013 $ 1,584 $ 2,638 $ 3,934 $ 7,243
Capital expenditures <F7> $ 6,113 $ 9,710 $ 8,406 $ 6,534 $ 4,488
- ----------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $117,670 $118,339 $115,877 $117,480 $121,064
Current maturities of long-term debt $ - $ - $ 6,060 $ 8,279 $ 8,106
Long-term debt, less current maturities $ 8,100 $ 32,400 $ 41,125 $ 52,000 $ 64,237
Stockholders' equity <F8> $ 87,559 $ 65,763 $ 48,723 $ 40,301 $ 31,430
<FN>
<F1> 2005 includes a $42 thousand gain on disposal of fixed assets.
<F2> 2004 includes a $173 thousand loss on disposal of fixed assets.
<F3> 2003 includes a $133 thousand gain on disposal of fixed assets.
<F4> 2002 includes a $35 thousand gain on disposal of fixed assets.
<F5> 2001 includes a $25 thousand gain on disposal of fixed assets.
<F6> Per share data and shares outstanding prior to 2005 are adjusted to reflect a 2-for-1
stock split effective March 31, 2005.
<F7> Includes amounts financed with debt or capitalized lease obligations.
<F8> We paid no dividends during the five year period ended December 31, 2005.
</FN>
-24-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Monarch Casino & Resort, Inc., through its wholly-owned subsidiary,
Golden Road Motor Inn, Inc. ("Golden Road"), owns and operates the tropically-
themed Atlantis Casino Resort, a hotel/casino facility in Reno, Nevada (the
"Atlantis"). Monarch was incorporated in 1993 under Nevada law for the purpose
of acquiring all of the stock of Golden Road. The principal asset of Monarch
is the stock of Golden Road, which holds all of the assets of the Atlantis.
Our sole operating asset, the Atlantis, is a hotel/casino resort located
in Reno, Nevada. Our business strategy is to maximize the Atlantis' revenues,
operating income and cash flow primarily through our casino, our food and
beverage operations and our hotel operations. We derive our revenues by
appealing to middle to upper-middle income Reno residents and emphasizing slot
machine play in our casino. We capitalize on the Atlantis' location for
Locals, tour and travel visitors and conventioneers by offering exceptional
service, value and an appealing theme to our guests. Our hands-on management
style focuses on customer service and cost efficiencies.
Unless otherwise indicated, "Monarch," "Company," "we," "our" and "us"
refer to Monarch Casino & Resort, Inc. and its Golden Road subsidiary.
OPERATING RESULTS SUMMARY
During 2005, we exceeded all previously reported Company annual casino
revenues, net revenues, net income and earnings per share.
Percentage
Increase / (Decrease)
---------------------
2005 2004 2003 05 vs 04 04 vs 03
------ ------ ------ ---------- ----------
(In millions, except earnings per share)
Casino revenues......................... $ 94.5 $ 84.1 $ 75.0 12.3% 12.2%
Food and beverage revenues.............. 38.6 37.3 34.5 3.3% 8.2%
Hotel revenues.......................... 23.9 24.3 21.2 (1.7)% 14.5%
Other revenues.......................... 4.7 3.9 4.0 20.5% (2.8)%
Net revenues............................ 139.8 129.5 116.0 8.0% 11.6%
Income from operations.................. 33.1 26.3 17.2 25.9% 52.7%
Net income.............................. 21.0 16.5 9.6 27.3% 72.0%
Earnings per share - diluted............ 1.10 0.88 0.51 25.0% 72.5%
Operating margin........................ 23.7% 20.3% 14.8% 3.4 pts 5.5 pts
Net revenues in 2005 increased 8.0% over 2004 due to increases in our
casino, food and beverage and other revenue segments, which increased 12.3%,
3.3% and 20.5%, respectively, over 2004. These increases were partially offset
by a 1.7% decrease in hotel revenues in 2005 compared to 2004.
We attribute our improved results to our experienced management team, the
superb location of the Atlantis in the more affluent and growing south part of
-25-
Reno, the quality of our product that drives repeat business, our focus on
marketing primarily to Reno-area residents, and our steadily declining
interest expense resulting from overall reductions in our outstanding debt
which were partially offset by slightly higher prevailing interest rates.
In 2005, our income from operations increased 25.9% over 2004, while our
net income and earnings per diluted share increased 27.3% and 25.0%,
respectively.
Some significant items that affected our 2005 results are listed below.
These items are discussed in greater detail elsewhere in our discussion of
operating results and in the Liquidity and Capital Resources section.
- Net revenues increased 8.0%, which was the result of a 12.3% increase
in casino revenues, a 3.3% gain in food and beverage revenues and a
20.5% jump in other revenues. The increase in net revenues was
partially offset by a small decrease in hotel revenues of 1.7%.
- Improved margins in all our revenue centers, as well as a $1.2 million
decrease in depreciation and amortization led to an increase in
operating costs and expenses of only 3.4%.
- The increase in net revenues, together with the smaller increase in
operating costs and expenses led to a 25.9% increase in income from
operations.
- Interest and stockholder guarantee fee expenses decreased 36.0%
in 2005 compared to 2004 due to continuously decreasing outstanding
debt and the elimination of stockholder guarantee fees from the
refinancing of our credit facility in February 2004. These decreases
were partially offset by slightly higher prevailing interest rates.
CAPITAL SPENDING AND DEVELOPMENT
We seek to continuously upgrade and maintain the Atlantis in order to
present a fresh product to our guests and to maintain high quality standards.
Capital expenditures at the Atlantis (including non-cash capital
expenditures) totaled approximately $6.1 million, $9.7 million and $8.4
million in 2005, 2004, and 2003, respectively. Capital expenditures in 2005
consisted primarily of the replacement of and upgrade to the ventilation and
cooling system, acquisition of gaming and computer systems equipment, and
continued renovations to the facility. Capital expenditures in 2004 consisted
primarily of renovations to our second tower hotel rooms and suites, the
installation of a new slot player tracking system, $1.35 million in leased
driveway improvements and continued acquisitions of and upgrades to gaming
equipment. Capital expenditures in 2003 consisted primarily of the May 2003
opening of the Sushi Bar, the construction and November 2003 opening of the
Salon at Atlantis, November 2003 commencement of the second hotel tower room
upgrades and renovation, the acquisition of a new player tracking and slot
accounting system installed and operational by January 2004, continued slot
machine conversion to the ticket-in, ticket-out coinless slot system, and
continued acquisition of and upgrades to gaming equipment.
-26-
In 2004, a driveway was constructed that is being shared between the
Atlantis and the adjacent Sierra Marketplace Shopping Center that is owned and
controlled by affiliates of our controlling stockholders (the "Shopping
Center"). A new traffic signal was erected at mid-block on South Virginia
Street, serving the new driveway. As part of this project, we are leasing a
37,368 square-foot corner section of the Shopping Center for a minimum lease
term of 15 years at an annual rent of $300,000, subject to increase every 60
months based on the Consumer Price Index. We are also using part of the
common area of the Shopping Center and pay our proportional share of the
common area expense of the Shopping Center. We have the option to renew the
lease for 3 five-year terms, and at the end of the extension period, we have
the option to purchase the leased section of the Shopping Center at a price to
be determined based on an MAI Appraisal. We use the leased space for
pedestrian and vehicle access to the Atlantis, and we have use of a portion of
the parking spaces at the Shopping Center. The total cost of the project was
$2.0 million; we were responsible for two thirds of the total cost, or $1.35
million. This project was completed, the driveway was put into use and we
began paying rent on September 30, 2004 (see Part III - ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS incorporated herein by reference to the
Company's Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the Annual Meeting of Stockholders to be held on
May 23, 2006). The cost of the new driveway is being depreciated over the
initial 15-year lease term; some components of the new driveway are being
depreciated over a shorter period of time (see "Property and Equipment" in
Notes to Consolidated Financial Statements - Note 1. Summary of Significant
Accounting Policies").
Future cash needed to finance ongoing capital expenditures is expected to
be made available from operating cash flow, the Credit Facility (see Item 8,
"FINANCIAL STATEMENTS, Notes to Consolidated Financial Statements, Note 5.")
and, if necessary, additional borrowings.
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 the ongoing situation in Iraq, and
changes in federal or state tax laws or the administration of such laws as
well as other factors described in ITEM 1A. RISK FACTORS.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our consolidated financial statements in conformity with
principles generally accepted in the United States. Certain of our policies,
including the estimated lives assigned to our assets, the determination of bad
-27-
debt, self insurance reserves, credit risk, and the calculation of income tax
liabilities, require that we 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. Our
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 our estimates. To
provide an understanding of the methodologies applied, our significant
accounting policies are discussed where appropriate in this discussion and
analysis and in the Notes to Consolidated Financial Statements.
The consolidated financial statements include the accounts of Monarch and
Golden Road. Intercompany balances and transactions are eliminated.
Self-insurance Reserves
The Company reviews self-insurance reserves at least quarterly. The
amount of reserve is determined by reviewing the actual expenditures for the
previous twelve-month period and reviewing reports prepared by the third party
plan administrator for any significant unpaid claims. The reserve is accrued
at an amount that approximates amounts needed to pay both reported and
unreported claims as of the balance sheet date, which management believes are
adequate.
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.
Advertising Costs
All advertising costs are expensed as incurred.
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.
We periodically evaluate our fixed and other long-term assets for
impairment to ensure that they are appropriately valued.
Casino Revenues
Casino revenues represent the net win from gaming activity, which is the
-28-
difference between wins and losses. Additionally, net win is reduced by a
provision for anticipated payouts on slot participation fees, progressive
jackpots and any pre-arranged marker discounts.
Promotional Allowances
The retail value of hotel, food and beverage services provided to
customers without charge is included in gross revenue and deducted as
promotional allowances.
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 income tax liability or asset is recognized for the estimated future
tax effects attributable to temporary differences and carryforwards; (c) the
measurement of current and deferred tax liabilities and assets is based on the
provisions of the enacted tax law; the effects of future changes in tax laws
or rates are not anticipated; and (d) the measurement of deferred income taxes
is reduced, if necessary, by the amount of any tax benefits that, based upon
available evidence, are not expected to be realized.
Concentrations of Credit Risk
Financial instruments which potentially subject us to concentrations of
credit risk consist principally of bank deposits and trade receivables. We
maintain our cash in bank deposit accounts which, at times, may exceed
federally insured limits. We have 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 our customer base. We
believe we are not exposed to any significant credit risk on cash and accounts
receivable.
Stockholder Guarantee Fees
All of our bank debt was personally guaranteed by our three largest
stockholders since the inception of our original loan agreement on December
29, 1997. Effective January 1, 2001, until February 20, 2004, we compensated
the guarantors at the rate of 2% per annum of the quarterly average
outstanding bank debt amount. There were no stockholder guarantee fees during
the twelve months ended December 31, 2005. For the twelve months ended
December 31, 2004, and 2003, we recorded interest expense in the amounts of
approximately $136,000, and $1.0 million, respectively, for these guarantee
fees. The individuals who guaranteed the Original Credit Facility were not
required to do so for the New Credit Facility (as defined below). Therefore,
we will no longer incur such guarantee fee expenses.
DISCUSSION OF RESULTS OF OPERATIONS
2005 Compared with 2004
For the year ended December 31, 2005, we earned net income of $21.0
-29-
million, or $1.10 per diluted share, on net revenues of $139.8 million,
compared to a net income of $16.5 million, or $0.88 per diluted share, on net
revenues of $129.5 million for the year ended December 31, 2004. Our net
revenues for 2005 are the highest in our Company's history. Our income from
operations totaled $33.1 million for 2005, a 25.9% increase when compared to
$26.3 million for 2004. Net income for the year 2005 constitutes a record high
for our Company. We believe the Atlantis continued to benefit in 2005 from the
rapid growth occurring in the residential and commercial areas south of the
Atlantis in Reno, from the increasing popularity of the Atlantis with visitors
to the Reno area and from our commitment to ongoing property upgrades and
renovations.
Casino revenues totaled $94.5 million in 2005, up 12.3% from $84.1
million in 2004, driven by increases in slot, poker and Keno win, partially
offset by flat revenues in table game win. Revenue from slot and video poker
machines ("slot machines") increased approximately 15.2% in 2005 compared to
2004. We believe that increased slot machine play was due to continued
effective marketing and continuous upgrade of facilities and equipment in 2005
and 2004. Table game win decreased approximately 0.2% in 2005 compared to 2004
due to a slightly lower win percentage partially offset by an increase in
drop. Keno and poker room revenues combined increased approximately 9.6% in
2005 over 2004. Keno write increased approximately 7.7% in 2005 compared to
2004 while poker revenue increased approximately 10.1% compared to 2004 due to
continued effective marketing. Casino operating expenses were 33.9% of casino
revenues in 2005, an improvement from 36.3% in 2004. The improved casino
margin in 2005 over 2004 was due to improved win percentages, reduced payroll
and benefit costs, reduced complimentary costs and reduced direct operating
costs as a percentage of casino revenue resulting in more efficient
operations.
Food and beverage revenues increased 3.3% to $38.6 million in 2005 from
$37.3 million in 2004, primarily due to a 7.1% increase in average revenue per
cover, partially offset by a 4.1% decrease in the number of covers served.
Food and beverage operating expenses decreased to 48.7% of food and beverage
revenues in 2005 compared to 50.5% in 2004, due to increased revenue per
cover, a slight decrease in cost of sales and more efficient operations.
Hotel revenues totaled $23.9 million in 2005, a decrease of 1.7% from
$24.3 million in 2004. The decrease reflects a decrease in both the average
daily room rate ("ADR") and occupancy rate during the twelve month period of
2005 compared to the same period in 2004. Year 2005 revenues also include a
$3.00 per occupied room energy surcharge that was also assessed during 2004.
The Atlantis' ADR was $63.24 in 2005, compared to $64.16 in 2004. The average
occupancy rate at the Atlantis was 93.0% in 2005 compared to 93.6% in 2004.
Hotel operating expenses decreased slightly to 32.2% of hotel revenues in
2005, compared to 32.3% in 2004. The decreases in ADR and occupancy in 2005
were due to fewer conventions at the adjacent Reno-Sparks Convention Center
and the fact that Reno did not host a major bowling tournament in 2005.
Conventions typically draw higher room rates. This decrease in operating
expenses as a percentage of hotel revenues resulted primarily from reduced
direct departmental expenses as a percentage of hotel revenue, partially
offset by an increase in payroll and benefit costs as a percentage of hotel
revenue.
Promotional allowances increased to $21.9 million, or 13.5% of gross
revenues, in 2005 compared to $20.2 million, or also 13.5% of gross revenues,
in 2004. The dollar increase is attributable to continued efforts to generate
-30-
additional revenues and reflects efforts to ensure that promotional costs are
directed toward gaming guests.
Other revenues increased approximately 20.5% in 2005 to $4.7 million from
$3.9 million in 2004. The overall increase includes a 1.6% increase in
entertainment fun center revenue and a 10.5% increase in gift and sundries
retail shops revenue. These increases were partially offset by an approximate
$173,000 loss on disposition of assets recorded in 2004 as opposed to a
$42,000 gain in 2005. Other expenses were approximately 28.6% of other
revenues in 2005, a decrease from 34.5% in 2004.
Selling, general and administrative ("SG&A") expenses totaled $38.1
million, or 27.2% of net revenues, in 2005 compared to $35.0 million, or 27.0%
of net revenues, in 2004. The slight increase in these expenses as a
percentage of revenues reflects increased payroll and benefit costs, increased
rental expense, increased energy costs and increased marketing and promotional
expenditures.
Depreciation and amortization expense was $8.4 million in 2005, a
decrease of 13.0% compared to $9.6 million in 2004. The decrease is due to the
fact that previously capitalized assets have become fully depreciated. The
Company, in its ordinary course of business and as part of its ongoing capital
expenditures, intends to replace old and obsolete equipment with newer, more
current equipment.
Interest expenses for 2005 totaled approximately $1.0 million, down 36.0%
from $1.6 million in 2004, due to lower outstanding debt which was partially
offset by slightly higher prevailing interest rates. There were no guarantee
fees paid to our three principal stockholders in 2005, while we paid
approximately $136,000 in 2004. The individuals who guaranteed the Company's
Original Credit Facility (defined in "The Credit Facility" below) did not
provide such guarantees for the New Credit Facility (also defined in "The
Credit Facility" below) and, therefore, the Company will no longer be required
to pay such fees in the future. At December 31, 2005, all of our interest-
bearing debt was related to a reducing revolving credit facility with floating
interest rates tied to a base rate approximately equal to the prime rate or
LIBOR (at our option) plus a margin which fluctuates according to our ratio of
funded debt to Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA")(See Item 8, "FINANCIAL STATEMENTS, Notes to Consolidated Financial
Statements, Note 5."). An increase in interest rates could have a material
effect on our financial results.
2004 Compared with 2003
For the year ended December 31, 2004, we earned net income of $16.5
million, or $0.88 per diluted share, on net revenues of $129.5 million,
compared to a net income of $9.6 million, or $0.51 per diluted share, on net
revenues of $116.0 million for the year ended December 31, 2003. Our net
revenues for 2004 were the highest in our Company's history until that point.
Our income from operations totaled $26.3 million for 2004, a 52.7% increase
when compared to $17.2 million for 2003. Net income for the year 2004
constituted a record high for our Company until that point. We believe the
Atlantis continued to benefit in 2004 from the rapid growth occurring in the
residential and commercial areas south of the Atlantis in Reno, and from the
increasing popularity of the Atlantis with visitors to the Reno area.
-31-
Casino revenues totaled $84.1 million in 2004, up 12.2% from $75.0
million in 2003, driven by increases in slot, table game and poker game win.
Revenue from slot and video poker machines ("slot machines") increased
approximately 14.4% in 2004 compared to 2003. We believe that the increased
slot machine play was due to continued effective marketing and continuous
upgrade of facilities and equipment in 2004 and 2003. Table game win increased
approximately 4.2% in 2004 compared to 2003 due to a slight increase in drop
and improved win percentages. Keno and poker room revenues combined increased
approximately 7.8% in 2004 over 2003. Keno write increased approximately 7.6%
in 2004 compared to 2003 while poker revenue increased approximately 31.4%
compared to 2003 due to continued effective marketing. Casino operating
expenses were 36.3% of casino revenues in 2004, an improvement from 39.1% in
2003. The improved casino margin in 2004 over 2003 was due to improved win
percentages, reduced payroll and benefit costs and more efficient operations.
Food and beverage revenues increased 8.2% to $37.3 million in 2004 from
$34.5 million in 2003, primarily due to a 4.0% increase in average revenue per
cover combined with a 4.6% increase in the number of covers served. Food and
beverage operating expenses decreased to 50.5% of food and beverage revenues
in 2004 compared to 51.3% in 2003, due to increased revenue per cover,
increased number of covers served and more efficient operations which were
partially offset by a slight increase in cost of sales.
Hotel revenues totaled $24.3 million in 2004, an increase of 14.5% from
$21.2 million in 2003. The increase reflects an increase in both the ADR and
the occupancy rate during the twelve month period of 2004 compared to the same
period in 2003. Year 2004 revenues also include a $3.00 per occupied room
energy surcharge that was also assessed during 2003. The Atlantis' ADR was
$64.16 in 2004, compared to $57.82 in 2003. The average occupancy rate at the
Atlantis was 93.6% in 2004 compared to 92.3% in 2003. Hotel operating
expenses decreased slightly to 32.3% of hotel revenues in 2004, compared to
32.9% in 2003. This decrease in operating expenses as a percentage of hotel
revenues resulted primarily from the increased ADR.
Promotional allowances increased to $20.2 million, or 13.5% of gross
revenues, in 2004 compared to $18.7 million, or 13.9% of gross revenues, in
2003. The dollar increase is attributable to continued efforts to generate
additional revenues. The decrease in percentage of promotional allowance to
gross revenues reflects efforts to ensure that promotional costs are directed
toward gaming guests.
Other revenues decreased approximately 2.8% in 2004 to $3.9 million from
$4.0 million in 2003, which is directly the result of the approximately
$173,000 loss on disposal of assets. The 2.8% overall decrease also includes
a 7.2% decrease in entertainment fun center revenue which is partially offset
by a 10.5% increase in gift and sundries retail shops revenue. Other expenses
were approximately 34.5% of other revenues in 2004, an increase from 31.7% in
2003.
Selling, general and administrative ("SG&A") expenses totaled $35.0
million, or 27.0% of net revenues, in 2004 compared to $32.7 million, or 28.2%
of net revenues, in 2003. The decrease in these expenses as a percentage of
revenues reflects management's efforts to control expenses as revenues
increase.
Depreciation and amortization expense was $9.6 million in 2004, a
decrease of 10.8% from $10.8 million in 2003. The decrease is due to the fact
-32-
that previously capitalized assets have become fully depreciated. The Company,
in its ordinary course of business and as part of its ongoing capital
expenditures, intends to replace old and obsolete equipment with newer, more
current equipment.
Interest and stockholder guarantee fee expenses for 2004 totaled
approximately $1.6 million, down 39.9% from $2.6 million in 2003, due to lower
outstanding debt which was partially offset by slightly higher prevailing
interest rates. Guarantee fees paid to our three principal stockholders
totaled approximately $136,000 in 2004 and $1.0 million in 2003. The
individuals who guaranteed the Company's Original Credit Facility (defined in
"The Credit Facility" below) did not provide such guarantees for the New
Credit Facility (also defined in "The Credit Facility" below) and, therefore,
the Company will no longer be required to pay such fees in the future. At
December 31, 2004, all of our interest-bearing debt was related to a reducing
revolving credit facility with floating interest rates tied to a base rate
approximately equal to the prime rate or LIBOR (at our option) plus a margin
which fluctuates according to our ratio of funded debt to Earnings Before
Interest, Taxes, Depreciation and Amortization ("EBITDA")(See Item 8,
"FINANCIAL STATEMENTS, Notes to Consolidated Financial Statements, Note 5.").
An increase in interest rates could have a material effect on our financial
results.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our daily hotel and casino activities with
net cash provided by operating activities. For the years 2005, 2004, and
2003, net cash provided by operating activities totaled $31.0 million, $25.7
million, and $22.4 million, respectively. During each of the three years, net
cash provided by operating activities was sufficient to fund our day-to-day
operating expenses.
Net cash used in investing activities, which consisted of acquisitions of
property and equipment, totaled $6.1 million, $9.1 million, and $7.8 million
in 2005, 2004, and 2003, respectively. Total capital expenditures, including
amounts financed, were $6.1 million, $9.7 million, and $8.4 million in 2005,
2004, and 2003, respectively.
Net cash used in financing activities, principally related to our ongoing
paydown on our outstanding debt, totaled $23.9 million in 2005, $14.5 million
in 2004 and $14.8 million in 2003.
-33-
COMMITMENTS AND CONTINGENCIES
Our contractual cash obligations as of December 31, 2005 and the next
five years and thereafter are as follows:
Payments Due by Period
---------------------------------------------------------------
Contractual Cash Less than 1 to 3 4 to 5 more than
Obligations Total 1 year years years 5 years
---------------------------------------------------------------
Long-Term Debt $ 8,100,000 $ - $ - $ 8,100,000 $ -
Operating Leases(1) 5,088,000 370,000 740,000 740,000 3,238,000
Purchase Obligations(2) 1,199,000 1,199,000 - - -
----------- ----------- ----------- ----------- ----------
Total Contractual Cash
Obligations $14,387,000 $ 1,569,000 $ 740,000 $ 8,840,000 $3,238,000
=========== =========== =========== =========== ==========
(1) Operating leases include $370,000 per year in lease and common expense payments to the
shopping center adjacent to the Atlantis (see Capital Spending and Development).
(2) Our open purchase order commitments total approximately $1.2 million. Of the total purchase
order commitments, approximately $1.0 million are cancelable by the Company upon providing a 30-
day notice.
On March 10, 2003, we announced a plan to repurchase up to 500,000 shares
(adjusted for 2 for 1 stock split effective March 31, 2005), or 2.6%, of our
common stock in open market transactions. The repurchases may be made from
time to time depending on market conditions and availability of funds. The
repurchases are to be made with our cash (see our Current Report filed on Form
8-K dated March 10, 2003). We did not purchase any shares of our common stock
pursuant to this stock repurchase program during 2005 or 2004. During 2003,
we purchased 360,000 shares (adjusted for the 2 for 1 stock split mentioned
above) of our common stock pursuant to this stock repurchase program. The New
Credit Facility (as defined below) requires achievement of certain financial
ratios before we can repurchase our common stock.
We believe that our existing cash balances, cash flow from operations,
equipment financing, and borrowings available under the New Credit Facility,
which were $24.0 million at December 31, 2005, will provide us with sufficient
resources to fund our operations, meet our debt obligations, and fulfill our
capital expenditure requirements; however, our operations are subject to
financial, economic, competitive, regulatory, and other factors, many of which
are beyond our control. If we are unable to generate sufficient cash flow, we
could be required to adopt one or more alternatives, such as reducing,
delaying or eliminating planned capital expenditures, selling assets,
restructuring debt or obtaining additional equity capital.
THE CREDIT FACILITY Until February 20, 2004, we had a reducing revolving term
loan credit facility with a consortium of banks that was to expire on June 30,
2004, and in the original amount of $80 million but that had been reduced to
$46 million at payoff (the "Original Credit Facility").
On February 20, 2004, the Original Credit Facility was refinanced (the
"New Credit Facility") for $50 million, which included the $46 million payoff
of the unpaid balance of the Original Credit Facility. The amount of the New
Credit Facility, which is also a reducing revolving facility, may be increased
by up to $30 million on a one-time basis and if requested by us before the
second anniversary of the closing date, as defined. We did not make this
-34-
request, and, therefore, the $30 million increase is currently not available
to us. At our option, borrowings under the New Credit Facility will accrue
interest at a rate designated by the agent bank at its base rate (the "Base
Rate") or at the London Interbank Offered Rate ("LIBOR") for one, two, three
or six month periods. The rate of interest paid by us will include a margin
added to either the Base Rate or to LIBOR that is tied to our ratio of funded
debt to EBITDA (the "Leverage Ratio"). Depending on our Leverage Ratio, this
margin can vary between 0.25 percent and 1.25 percent above the Base Rate, and
between 1.50 percent and 2.50 percent above LIBOR (under the Original Credit
Facility, this margin varied 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, 2005, the applicable margin was the Base Rate plus 0.25%, and the
applicable LIBOR margin was LIBOR plus 1.50%. At December 31, 2005, the Base
Rate was 7.25% and the LIBOR rate was 4.39%. At December 31, 2005, the Company
had $1.0 million in Base Rate loans outstanding and had two LIBOR loans
outstanding totaling $7.1 million, for a total obligation of $8.1 million.
We may utilize proceeds from the New Credit Facility for working capital
needs and general corporate purposes relating to the Atlantis and for ongoing
capital expenditure requirements at the Atlantis.
The New Credit Facility is secured by liens on substantially all of the
real and personal property of the Atlantis, and is guaranteed by Monarch. The
Original Credit Facility was guaranteed individually by certain controlling
stockholders of the Company. These individuals were not required to provide
any personal guarantees for the New Credit Facility and, therefore, going
forward, we will no longer incur guarantee fee expenses.
The New Credit Facility contains covenants customary and typical for a
facility of this nature, including, but not limited to, covenants requiring
the preservation and maintenance of our assets and covenants restricting our
ability to merge, transfer ownership of Monarch, incur additional
indebtedness, encumber assets, and make certain investments. The New Credit
Facility also contains covenants requiring us to maintain certain financial
ratios, and provisions restricting transfers between Monarch and its
affiliates. The New Credit Facility also contains provisions requiring the
achievement of certain financial ratios before we can repurchase our common
stock. We do not consider the covenants to restrict our operations.
The maturity date of the New Credit Facility is February 23, 2009.
Beginning June 30, 2004, the maximum principal available under the Credit
Facility will be reduced over five years by an aggregate of $30.875 million in
equal increments of $1.625 million per quarter with the remaining balance due
at the maturity date. We may prepay borrowings under the New Credit Facility
without penalty (subject to certain charges applicable to the prepayment of
LIBOR borrowings prior to the end of the applicable interest period). Amounts
prepaid under the New Credit Facility may be reborrowed so long as the total
borrowings outstanding do not exceed the maximum principal available. At
December 31, 2005, our available borrowings were $24.0 million with an
outstanding balance of $8.1 million. We may also permanently reduce the
maximum principal available under the New Credit Facility at any time so long
as the amount of such reduction is at least $500,000 and a multiple of
$50,000. We also benefited from a reduced loan amortization schedule, from $3
million per quarter under the Original Credit Facility to $1.625 million per
quarter under the New Credit Facility.
-35-
As of December 31, 2005, our Leverage Ratio had been equal to or less
than one-to-one for the second consecutive quarter. Per the New Credit
Facility, if we achieve a Leverage Ratio equal to or less than one-to-one for
two consecutive quarters, our scheduled reduction of the next consecutive
fiscal quarter is waived. Management has assumed that we will maintain a
leverage ratio equal to or less than one-to-one for the remaining term of the
New Credit Facility and, therefore, no principal reductions will be due until
the New Credit Facility matures in 2009.
We paid various one-time fees and other loan costs upon the closing of
the refinancing of the New Credit Facility that will be amortized over the
term of the New Credit Facility using the straight-line method.
Annual maturities of long-term debt, after giving effect to management's
assumptions regarding our Leverage Ratio going forward, as of December 31,
2005, are as follows:
Year ending December 31,
2006 ......................... -
2007 ......................... -
2008 ......................... -
2009 ......................... $ 8,100,000
------------
$ 8,100,000
============
STOCKHOLDER GUARANTEE FEES. From December 29, 1997 until February 20,
2004, all of our bank debt was personally guaranteed by our three largest
stockholders. Effective January 1, 2001 and until February 20, 2004, we
compensated the guarantors at the rate of 2% per annum of the quarterly
average outstanding bank debt. We did not pay any stockholder guarantee fees
for the twelve months ended December 31, 2005. For the twelve months ended
December 31, 2004, and 2003, we recorded interest expense in the amounts of
approximately $136,000 and $1.0 million, respectively, for these guarantee
fees. The individuals who guaranteed our bank debt were not required to
guarantee the New Credit Facility, and, as a result, we will no longer incur
these expenses.
SHORT-TERM DEBT. At December 31, 2005, we had no slot purchase contracts
or other short-term debt outstanding.
STATEMENT ON FORWARD LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking, such as statements relating to projections of
future results of operations or financial condition, expectations for our
casino, and expectations of the continued availability of capital resources.
Any forward-looking statement made by us necessarily is based upon a number of
estimates and assumptions that, while considered reasonable by us, is
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control, and are
subject to change. Actual results of our operations may vary materially from
any forward-looking statement made by us or on our behalf. Forward-looking
statements should not be regarded as representation by us or any other person
-36-
that the forward-looking statements will be achieved. Undue reliance should
not be placed on any forward-looking statements. Some of the contingencies
and uncertainties to which any forward-looking statement contained herein are
subject to include, but are not limited to, those set forth above in the
heading "ITEM 1A. Risk Factors."
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2004, the FASB issued Statement of Financial Accounting
Standards No. 123R (Revised 2004), "Share-Based Payment" ("SFAS No.123R"),
which requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements based on alternative fair
value models. The share-based compensation cost will be measured based on
fair value models of the equity or liability instruments issued. We currently
disclose pro forma compensation expense quarterly and annually by calculating
the stock option grants' fair value using the Black-Scholes model and
disclosing the impact on net income and net income per share in a Note to the
Consolidated Financial Statements. Upon adoption, pro forma disclosure will
no longer be an alternative. SFAS No.123R also requires the benefits of tax
deductions in excess of recognized compensation cost to be reported as a
financing cash flow rather than as an operating cash flow as required under
current literature. This requirement will reduce net operating cash flows and
increase net financing cash flows in periods after adoption. The Company will
begin to apply SFAS No.123R using an appropriate fair value model as of the
interim reporting period beginning January 1, 2006. We are currently
evaluating the provisions of SFAS No. 123R to determine its impact on our
future financial statements.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs." The
statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. We are currently evaluating the provisions of
SFAS No. 151 to determine its impact on our future financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets." This statement is based on the principle that exchanges of
nonmonetary assets should be measured based on fair value of the assets
exchanged. This statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. We are currently
evaluating the provisions of SFAS No. 153 to determine its impact on our
future financial statements.
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. We do not have any cash or cash equivalents as of December
31, 2005 that are subject to market risks.
We have substantial variable interest rate debt in the amount of
approximately $8.1 million as of December 31, 2005, and $32.4 million as of
December 31, 2004, which is subject to market risks.
A one percent increase in interest rates would have resulted in an
increase in interest expense of approximately $186,000 in 2005 and $397,000 in
2004.
-37-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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. and Subsidiary (the "Company") as of December 31, 2005
and 2004, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended
December 31, 2005. 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 the standards of the Public
Company Accounting Oversight Board (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 consolidated financial position of the
Company at December 31, 2005 and 2004, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2005, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness of the
Company's internal control over financial reporting as of December 31, 2005,
based on criteria established in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and
our report dated March 3, 2006 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Las Vegas, Nevada
March 3, 2006
-38-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Monarch Casino & Resort, Inc.:
We have audited management's assessment, included in the accompanying
Management's Report in Internal Control Over Financial Reporting, that Monarch
Casino & Resort, Inc. and Subsidiary (the "Company") maintained effective
internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating management's assessment,
testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that the Company maintained
effective internal control over financial reporting as of December 31, 2005,
is fairly stated, in all material respects, based on the COSO criteria. Also,
in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2005, based on
the COSO criteria.
-39-
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
the Company as of December 31, 2005 and 2004, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 2005 of the Company and our
report dated March 3, 2006 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Las Vegas, Nevada
March 3, 2006
-40-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31,
-------------------------------------------
2005 2004 2003
------------ ------------ ------------
Revenues
Casino................................ $ 94,501,028 $ 84,131,876 $ 74,955,744
Food and beverage..................... 38,564,365 37,333,977 34,498,613
Hotel................................. 23,909,915 24,318,082 21,236,808
Other................................. 4,690,362 3,892,669 4,005,426
------------ ------------ ------------
Gross revenues..................... 161,665,670 149,676,604 134,696,591
Less promotional allowances........... (21,880,793) (20,219,714) (18,746,078)
------------ ------------ ------------
Net revenues....................... 139,784,877 129,456,890 115,950,513
------------ ------------ ------------
Operating expenses
Casino................................ 31,990,758 30,513,391 29,321,060
Food and beverage..................... 18,795,268 18,859,211 17,701,143
Hotel................................. 7,696,576 7,858,616 6,991,581
Other................................. 1,340,556 1,344,163 1,270,624
Selling, general and administrative... 38,073,313 34,979,998 32,659,258
Gaming development expense............ 439,984 - -
Depreciation and amortization......... 8,379,033 9,627,870 10,797,494
------------ ------------ ------------
Total operating expenses........... 106,715,488 103,183,249 98,741,160
------------ ------------ ------------
Income from operations............. 33,069,389 26,273,641 17,209,353
------------ ------------ ------------
Other expense
Interest expense...................... (1,013,377) (1,448,125) (1,607,840)
Stockholder guarantee fee expense..... - (136,164) (1,030,010)
------------ ------------ ------------
Total other expense................ (1,013,377) (1,584,289) (2,637,850)
------------ ------------ ------------
Income before income taxes......... 32,056,012 24,689,352 14,571,503
Provision for income taxes.............. 11,020,552 8,162,912 4,965,580
------------ ------------ ------------
Net income ........................ $ 21,035,460 $ 16,526,440 $ 9,605,923
============ ============ ============
EARNINGS PER SHARE OF COMMON STOCK
Net income
Basic.............................. $ 1.12 $ 0.88 $ 0.51
Diluted............................ $ 1.10 $ 0.88 $ 0.51
Weighted average number of
common shares and potential
common shares outstanding
Basic.............................. 18,848,532 18,756,450 18,758,892
Diluted............................ 19,093,777 18,814,686 18,824,918
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-41-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2005 2004
------------ ------------
ASSETS
Current assets
Cash........................................ $ 12,886,494 $ 11,814,778
Receivables, net............................ 3,559,602 2,959,894
Federal income tax refund receivable........ 286,760 493,797
Inventories................................. 1,456,453 1,452,696
Prepaid expenses............................ 2,401,619 2,346,242
Deferred income taxes....................... 1,326,224 1,115,719
------------ ------------
Total current assets..................... 21,917,152 20,183,126
------------ ------------
Property and equipment
Land........................................ 10,339,530 10,339,530
Land improvements........................... 3,166,107 3,226,913
Buildings................................... 78,955,538 78,955,538
Building improvements....................... 10,398,814 7,524,680
Furniture and equipment..................... 67,393,755 65,146,594
Leasehold improvement....................... 1,346,965 1,346,965
------------ ------------
171,600,709 166,540,220
Less accumulated
depreciation and amortization.............. (76,117,346) (68,791,045)
------------ ------------
Net property and equipment............... 95,483,363 97,749,175
Other assets, net............................. 269,524 406,620
------------ ------------
$117,670,039 $118,338,921
============ ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-42-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2005 2004
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........ $ - $ -
Accounts payable............................ 7,335,630 5,747,775
Accrued expenses............................ 8,722,221 7,918,299
------------ ------------
Total current liabilities................ 16,057,851 13,666,074
Long-term debt, less current maturities....... 8,100,000 32,400,000
Deferred income taxes......................... 5,953,193 6,509,505
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value, 10,000,000
shares authorized; none issued............. - -
Common stock, $.01 par value, 30,000,000
shares authorized; 19,072,550 issued;
18,879,310 outstanding at 12/31/05;
18,812,448 outstanding at 12/31/04......... 190,726 190,726
Additional paid-in capital.................. 17,882,827 17,367,909
Treasury stock, 193,240 shares at 12/31/05
260,102 shares at 12/31/04, at cost......... (708,877) (954,152)
Retained earnings........................... 70,194,319 49,158,859
------------ ------------
Total stockholders' equity............... 87,558,995 65,763,342
------------ ------------
$117,670,039 $118,338,921
============ ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-43-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
-------------------- Additional
Shares Paid-in Retained Treasury
Outstanding Amount Capital Earnings Stock Total
----------- -------- ------------ ----------- ----------- ------------
Balance, January 1, 2003 18,949,660 $190,726 $ 17,286,154 $23,026,496 $ (202,692) $40,300,684
Exercise of stock options 90,996 - 51,118 - 192,478 243,596
Stock repurchase (360,000) - - - (1,427,400) (1,427,400)
Net income - - - 9,605,923 - 9,605,923
----------- -------- ------------ ----------- ----------- ------------
Balance, December 31, 2003 18,680,656 190,726 17,337,272 32,632,419 (1,437,614) 48,722,803
Exercise of stock options 131,792 - 30,637 - 483,462 514,099
Net income - - - 16,526,440 - 16,526,440
----------- -------- ------------ ----------- ----------- ------------
Balance, December 31, 2004 18,812,448 190,726 17,367,909 49,158,859 (954,152) 65,763,342
Exercise of stock options 66,862 - 514,918 - 245,275 760,193
Net income - - - 21,035,460 - 21,035,460
----------- -------- ------------ ----------- ----------- ------------
Balance, December 31, 2005 18,879,310 $190,726 $ 17,882,827 $70,194,319 $ (708,877) $87,558,995
=========== ======== ============ =========== =========== ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-44-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
------------------------------------------
2005 2004 2003
------------ ------------ ------------
Cash flows from operating activities:
Net income .................................. $ 21,035,460 $ 16,526,440 $ 9,605,923
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization.............. 8,379,033 9,627,870 10,797,494
Amortization of deferred loan costs........ 137,096 173,708 179,427
Provision for bad debts.................... 550,512 394,065 742,407
Loss (gain) on disposal of assets.......... (41,636) 172,893 (133,301)
Deferred income taxes...................... (766,817) 1,081,656 277,842
Changes in assets and liabilities
Receivables, net........................... (943,183) (272,331) (1,416,785)
Inventories................................ (3,756) (206,728) (252,708)
Prepaid expenses........................... (55,377) (111,469) (273,009)
Other assets............................... - (452,065) 10,684
Accounts payable........................... 1,587,855 (2,660,112) 2,180,763
Accrued expenses........................... 1,134,254 1,459,395 682,322
------------ ------------ ------------
Net cash provided by
operating activities..................... 31,013,441 25,733,322 22,401,059
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets................. 41,636 38,954 154,869
Acquisition of property and equipment........ (6,113,220) (9,149,964) (7,996,678)
------------ ------------ ------------
Net cash used in investing activities..... (6,071,584) (9,111,010) (7,841,809)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options...... 429,859 265,747 122,092
Proceeds from long-term borrowings........... 3,000,000 49,460,304 1,000,000
Principal payments on long-term debt......... (27,300,000) (64,244,895) (14,504,116)
Purchase of Monarch common stock............. - - (1,427,400)
------------ ------------ ------------
Net cash used in financing activities..... (23,870,141) (14,518,844) (14,809,424)
------------ ------------ ------------
Net increase (decrease) in cash........... 1,071,716 2,103,468 (250,174)
Cash at beginning of year...................... 11,814,778 9,711,310 9,961,484
------------ ------------ ------------
Cash at end of year............................ $ 12,886,494 $ 11,814,778 $ 9,711,310
============ ============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest....................... $ 973,314 $ 1,420,230 $ 2,421,094
Cash paid for income taxes................... $ 11,250,000 $ 6,570,000 $ 5,146,612
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts...... $ - $ 560,304 $ 409,612
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-45-
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 collectively to Monarch and its Golden Road
subsidiary.
The consolidated financial statements include the accounts of Monarch and
Golden Road. Intercompany balances and transactions are eliminated.
On March 16, 2005, the Company declared a 2 for 1 stock split effective
March 31, 2005. As a result of the split, 9,536,275 additional shares were
issued. Stockholders' equity has been restated to give retroactive recognition
to the stock split for all periods presented by reclassifying the par value of
the additional shares arising from the split from additional paid-in capital
to common stock. All references in the financial statements and notes thereto
to the number of shares and per share amounts reflect the stock split.
Use of Estimates
In preparing these financial statements in conformity with U.S. generally
accepted accounting principles, 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.
Self-insurance Reserves
The Company reviews self-insurance reserves at least quarterly. The
amount of reserve is determined by reviewing the actual expenditures for the
previous twelve-month period and reviewing reports prepared by the third party
plan administrator for any significant unpaid claims. The reserve is accrued
at an amount that approximates amounts needed to pay both reported and
unreported claims as of the balance sheet date, which management believes are
adequate.
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 Company did not record
capitalized interest during the years ended December 31, 2005, 2004, and 2003.
-46-
Stockholder Guarantee Fees
All of the Company's bank debt was personally guaranteed by the Company's
three largest stockholders since the inception of our original loan agreement
on December 29, 1997. Effective January 1, 2001, until February 20, 2004, the
Company compensated the guarantors at the rate of 2% per annum of the
quarterly average outstanding bank debt amount. For the years ended December
31, 2004 and 2003, the Company recorded interest expense in the amounts of
approximately $136,000 and $1.0 million, respectively, for these guarantee
fees. The individuals who guaranteed our Original Credit Facility were not
required to do so for the New Credit Facility (as defined in NOTE 5. - LONG-
TERM DEBT). Therefore, the Company no longer incurs such guarantee fee
expenses.
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
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets,"
the Company evaluates the carrying value of its long-lived assets for
impairment at least annually or whenever events or changes in circumstances
indicate that the carrying value of the assets may not be recoverable from
related future undiscounted cash flows. Indicators which could trigger an
impairment review include legal and regulatory factors, market conditions and
operational performance. Any resulting impairment loss, measured as the
difference between the carrying amount and the fair value of the assets, could
have a material adverse impact on the Company's financial condition and
results of operations.
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 slot participation fees, progressive
jackpots and any pre-arranged marker discounts.
Promotional Allowances
Our frequent player program, Club Paradise, allows members, through the
frequency of their play at our casino, to earn and accumulate point values
which may be redeemed for a variety of goods and services at our Atlantis
-47-
Casino Resort. Point values may be applied toward room stays at our hotel,
food and beverage consumption at any of our food outlets, gift shop items as
well as goods and services at our spa and beauty salon. Point values earned
may also be applied toward off-property events such as concerts, shows and
sporting events. Point values may not be redeemed for cash.
Awards under our frequent player program are recognized as promotional
expenses at the time of redemption.
The retail value of hotel, food and beverage services provided to
customers without charge is included in gross revenue and deducted as
promotional allowances. The estimated departmental costs of providing such
promotional allowances are included in casino costs and expenses as follows:
Years ended December 31,
---------------------------------------
2005 2004 2003
----------- ----------- -----------
Food and beverage....... $11,363,365 $10,393,036 $ 9,744,346
Hotel................... 1,820,435 1,692,539 1,766,016
Other................... 436,430 402,496 269,246
----------- ----------- -----------
$13,620,230 $12,488,071 $11,779,608
=========== =========== ===========
Advertising Costs
All advertising costs are expensed as incurred. Advertising expense,
which is included in selling, general & administrative expense, was
$3,321,653, $3,455,130, and $3,249,065 for 2005, 2004, and 2003, respectively.
Income Taxes
Income taxes are recorded in accordance with the liability method
specified by SFAS No. 109, "Accounting for Income Taxes." Under the asset and
liability approach for financial accounting and reporting for income taxes,
the following basic principles are applied in accounting for income taxes at
the date of the financial statements: (a) a current liability or asset is
recognized for the estimated taxes payable or refundable on taxes for the
current year; (b) a deferred income tax liability or asset is recognized for
the estimated future tax effects attributable to temporary differences and
carryforwards; (c) the measurement of current and deferred tax liabilities and
assets is based on the provisions of the enacted tax law; the effects of
future changes in tax laws or rates are not anticipated; and (d) the
measurement of deferred income taxes is reduced, if necessary, by the amount
of any tax benefits that, based upon available evidence, are not expected to
be realized.
Allowance for Doubtful Accounts
The Company extends short-term credit to its gaming customers. Such
credit is non-interest bearing and due on demand. In addition, the Company
also has receivables due from hotel guests which are primarily secured with a
credit card at the time a customer checks in. An allowance for doubtful
accounts is set up for all Company receivables based upon the Company's
historical collection and write-off experience, unless situations warrant a
-48-
specific identification of a necessary reserve related to certain receivables.
The Company charges off its uncollectible receivables once all efforts have
been made to collect such receivables. The book value of receivables
approximates fair value due to the short-term nature of the receivables.
Stock Based Compensation
The Company maintains three stock option plans, which are described more
fully in Note 7. The Company accounts for these plans under the recognition
and measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") and related
interpretations in accounting for its plans. No stock-based compensation costs
are reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of the grant. 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, "Accounting for
Stock-Based Compensation," (and as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure," which the Company
adopted for the fiscal year ended December 31, 2004), net income and income
per share would have been changed to the pro forma amounts indicated below:
Years ended December 31,
----------------------------------------
2005 2004 2003
----------- ----------- -----------
Net income, as reported $21,035,460 $16,526,440 $ 9,605,923
Stock based employee compensation
expensed determined under the fair
value based method for all awards,
net of related tax effects (1,113,398) (45,264) (39,923)
----------- ----------- -----------
Pro forma net income $19,922,062 $16,481,176 $ 9,566,000
=========== =========== ===========
Basic earnings per share
As reported $ 1.12 $ 0.88 $ 0.51
Pro forma $ 1.06 $ 0.88 $ 0.51
Diluted earnings per share
As reported $ 1.10 $ 0.88 $ 0.51
Pro forma $ 1.04 $ 0.88 $ 0.51
Earnings Per Share
The Company reports "basic" earnings per share and "diluted" earnings per
share in accordance with the provisions of SFAS No. 128, "Earnings Per Share."
Basic earnings per share is computed by dividing reported net earnings by the
weighted-average number of common shares outstanding during the period.
Diluted earnings per share reflect the additional dilution for all potentially
dilutive securities such as stock options.
-49-
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,
------------------------------------------------------
2005 2004 2003
---------------- ---------------- ----------------
Per Share Per Share Per Share
Shares Amount Shares Amount Shares Amount
------ --------- ------ --------- ------ ---------
Net income
Basic..................... 18,849 $ 1.12 18,756 $ 0.88 18,759 $ 0.51
Effect of dilutive
stock options........... 245 (0.02) 59 - 66 -
------ -------- ------ ------- ------ -------
Diluted................... 19,094 $ 1.10 18,815 $ 0.88 18,825 $ 0.51
====== ======== ====== ======= ====== =======
The following options were not included in the computation of diluted
earnings per share because the options' exercise prices were greater than the
average market price of the common shares and their inclusion would be
antidilutive:
2005 2004 2003
------------- ------------- -------------
Options to purchase shares of
common stock (in thousands).... 35 812 38
Exercise prices.................. $19.98-$21.46 $11.69-$17.20 $5.45-$7.19
Expiration dates (mo./yr.)....... 4/15-11/15 10/14-11/14 06/07-11/13
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 approximate fair value because of the short-term nature of these
instruments.
The fair value of long-term debt approximates fair value based on the
current borrowing rates offered to the Company for debt of the same remaining
maturities.
-50-
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of bank deposits and trade
receivables. The Company maintains its cash in bank deposit accounts which,
at times, may exceed federally insured limits. The Company has not
experienced any losses in such accounts. Concentrations of credit risk with
respect to trade receivables are limited due to the large number of customers
comprising the Company's customer base. The Company believes it is not
exposed to any significant credit risk on cash and accounts receivable.
Certain Risks and Uncertainties
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. The constitutional amendment approved by California voters
in 1999 allowing the expansion of Indian casinos in California has had an
impact on casino revenues in Nevada in general, and many analysts have
continued to predict the impact will be more significant on the Reno-Lake
Tahoe market. The extent of this continued impact is difficult to predict,
but we believe that the impact on us will continue to be mitigated to some
extent due to the Atlantis' emphasis on Reno area residents as a significant
base of its business, as well as its proximity to the Reno-Sparks Convention
Center. However, if other Reno area casinos continue to suffer business
losses due to increased pressure from California Indian casinos, they may
intensify their marketing efforts to Reno-area residents as well. However, we
believe our numerous amenities such as a wide array of restaurants, a video
arcade, banquet facilities and surface parking are a key factor in our ability
to attract Locals 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 San Francisco, one of Reno's key feeder
markets. One major facility near Sacramento has been operating since June
2003 and has been very successful, adversely impacting many hotel casinos in
Reno. 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 mountains is
hampered.
We also believe that the legalization of 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 impact on our business.
In June 2004, five California Indian tribes signed compacts with the
state that allows the tribes to increase the number of slot machines beyond
the previous 2,000-per-tribe limit in exchange for higher fees from each of
the five tribes. The State of California hopes to sign similar compacts with
more Indian tribes.
In addition, the Company relies on non-conventioneer visitors partially
comprised of individuals flying into the Reno area. The "War on Terrorism,"
combined with the ongoing situation in Iraq and the threat of further
terrorist attacks could have an adverse effect on the Company's revenues from
-51-
this segment. The terrorist attacks that took place in the United States on
September 11, 2001 were unprecedented events that created economic and
business uncertainties, especially for the travel and tourism industry. The
potential for future terrorist attacks, the national and international
responses, and other acts of war or hostility including the ongoing situation
in Iraq, have created economic and political uncertainties that could
materially adversely affect our business, results of operations, and financial
condition in ways we cannot predict.
A change in regulations on land use requirements with regard to
development of new hotel casinos in the proximity of the Atlantis could have
an adverse impact on our business, results of operations, and financial
condition.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2004, the FASB issued SFAS No. 123R (Revised 2004), "Share-
Based Payment, which requires that the compensation cost relating to share-
based payment transactions be recognized in financial statements based on
alternative fair value models. The share-based compensation cost will be
measured based on fair value models of the equity or liability instruments
issued. We currently disclose pro forma compensation expense quarterly and
annually by calculating the stock option grants' fair value using the Black-
Scholes model and disclosing the impact on net income and net income per share
in a Note to the Consolidated Financial Statements. Upon adoption, pro forma
disclosure will no longer be an alternative. SFAS No. 123R also requires the
benefits of tax deductions in excess of recognized compensation cost to be
reported as a financing cash flow rather than as an operating cash flow as
required under current literature. This requirement will reduce net operating
cash flows and increase net financing cash flows in periods after adoption.
The Company will begin to apply SFAS No.123R using an appropriate fair value
model as of the interim reporting period beginning January 1, 2006. We are
currently evaluating the provisions of SFAS No. 123R to determine its impact
on our future financial statements.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs." The
statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. We are currently evaluating the provisions of
SFAS No. 151 to determine its impact on our future financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets." This statement is based on the principle that exchanges
of nonmonetary assets should be measured based on fair value of the assets
exchanged. This statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. We are currently
evaluating the provisions of SFAS No. 153 to determine its impact on our
future financial statements.
-52-
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
December 31,
-------------------------
2005 2004
----------- -----------
Casino....................... $ 3,390,539 $ 2,692,183
Hotel........................ 749,578 690,278
Other........................ 501,232 378,116
----------- -----------
4,641,349 3,760,577
Less allowance for
doubtful accounts.......... (1,081,747) (800,683)
----------- -----------
$ 3,559,602 $ 2,959,894
=========== ===========
The Company recorded bad debt expense of $550,512, $394,065 and $742,407
in 2005, 2004, and 2003, respectively.
NOTE 3. ACCRUED EXPENSES
Accrued expenses consist of the following:
December 31,
-------------------------
2005 2004
----------- -----------
Accrued salaries, wages
and related benefits............ $ 4,365,618 $ 4,301,646
Progressive slot machine
and other gaming accruals....... 2,286,389 1,622,669
Accrued gaming taxes.............. 527,996 431,920
Accrued interest.................. 32,749 129,782
Other accrued liabilities......... 1,509,469 1,432,282
----------- -----------
$ 8,722,221 $ 7,918,299
=========== ===========
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.
In 2004, a driveway was constructed that is being shared between the
Atlantis and the adjacent Sierra Marketplace Shopping Center that is owned and
controlled by affiliates of the Company's controlling stockholders (the
"Shopping Center"). A new traffic signal was erected at mid-block on South
Virginia Street, serving the new driveway. As part of this project, the
Company is leasing a 37,368 square-foot corner section of the Shopping Center
-53-
for a minimum lease term of 15 years at an annual rent of $300,000, subject to
increase every 60 months based on the Consumer Price Index. The Company is
also using part of the common area of the Shopping Center and pays its
proportional share of the common area expense of the Shopping Center. The
Company has the option to renew the lease for 3 five-year terms, and at the
end of the extension period, the Company has the option to purchase the leased
section of the Shopping Center at a price to be determined based on an MAI
Appraisal. The Company uses the leased space for pedestrian and vehicle access
to the Atlantis, and the Company has use of a portion of the parking spaces at
the Shopping Center. The total cost of the project was $2.0 million; we were
responsible for two thirds of the total cost, or $1.35 million. The project
was completed, the driveway was put into use and we began paying rent on
September 30, 2004. The cost of the new driveway is being depreciated over the
initial 15-year lease term; some components of the new driveway are being
depreciated over a shorter period of time.
The Company accounts for its rental expense using the straight- line
method over the original lease term. Rental increases based on the change in
the CPI are contingent and accounted for prospectively.
Following is a summary of future minimum payments under operating leases
that have initial or remaining noncancelable lease terms in excess of one year
at December 31, 2005:
Operating
Leases
-------------
Year ending December 31,
2006 .............................. $ 370,000
2007 .............................. 370,000
2008 .............................. 370,000
2009 .............................. 370,000
2010 .............................. 370,000
Thereafter ........................ 3,238,000
-------------
Total minimum lease payments .......... $5,088,000
=============
Rental expense for operating leases amounted to $79,383, $175,596, and
$185,304, in 2005, 2004, and 2003, respectively, as reported in selling,
general and administrative expenses in the statements of income.
-54-
NOTE 5. LONG-TERM DEBT
Long-term debt consists of the following:
December 31,
----------------------------
2005 2004
------------- -------------
Amounts outstanding under bank reducing revolving
credit facility (the "New Credit Facility"),
collateralized by substantially all property and
equipment of Golden Road and guaranteed by Monarch, 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 Earnings Before Interest, Taxes,
Depreciation and Amortization ("EBITDA"). The weighted average
interest rate was approximately 6.09% at December 31, 2005
(see "The Credit Facility" below)................................ $ 8,100,000 $ 32,400,000
------------ ------------
8,100,000 32,400,000
Less current maturities......................................... - -
------------ ------------
$ 8,100,000 $ 32,400,000
============ ============
THE CREDIT FACILITY.
On February 20, 2004, the Original Credit Facility was refinanced (the
"New Credit Facility") for $50 million, which includes a $46 million payoff
for the unpaid balance of the Original Credit Facility. The amount of the New
Credit Facility may be increased by up to $30 million on a one-time basis and
if requested by the Company before the second anniversary of the closing date,
as defined. We did not make this request, and, therefore, the $30 million
increase is currently not available to us. At the Company's option, borrowings
under the New Credit Facility will accrue interest at a rate designated by the
agent bank at its base rate (the "Base Rate") or at the London Interbank
Offered Rate ("LIBOR") for one, two, three or six month periods. The rate of
interest 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 0.25 percent and 1.25 percent above the Base Rate, and
between 1.50 percent and 2.50 percent above LIBOR (under the Original Credit
Facility, this margin varied 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, 2005, the applicable margin was the Base Rate plus 0.25%, and the
applicable LIBOR margin was LIBOR plus 1.50%. At December 31, 2005, the Base
Rate was 7.25% and the LIBOR rate was 4.39%. At December 31, 2005, the Company
had $1.0 million in Base Rate loans outstanding and had two LIBOR loans
outstanding totaling $7.1 million, for a total obligation of $8.1 million.
The Company may utilize proceeds from the New Credit Facility for working
capital needs and general corporate purposes relating to the Atlantis and for
ongoing capital expenditure requirements at the Atlantis.
The New Credit Facility is secured by liens on substantially all of the
real and personal property of the Atlantis, and is guaranteed by Monarch.
-55-
The New 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 and covenants
restricting the Company's ability to merge, transfer ownership of Monarch,
incur additional indebtedness, encumber assets, and make certain investments.
The New Credit Facility also contains covenants requiring the Company to
maintain certain financial ratios, and provisions restricting transfers
between Monarch and its constituents. The New Credit Facility also contains
provisions requiring the achievement of certain financial ratios before the
Company can repurchase its common stock. Management does not consider the
covenants to restrict the Company's operations.
The maturity date of the New Credit Facility is February 23, 2009.
Beginning June 30, 2004, the maximum principal available under the Credit
Facility is reduced by an aggregate of $30.875 million in equal increments of
$1.625 million per quarter with the remaining balance due at the maturity
date. The Company may prepay borrowings under the New Credit Facility without
penalty (subject to certain charges applicable to the prepayment of LIBOR
borrowings prior to the end of the applicable interest period). Amounts
prepaid under the New 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
New Credit Facility at any time so long as the amount of such reduction is at
least $500,000 and a multiple of $50,000.
As of December 31, 2005, our Leverage Ratio had been equal to or less
than one-to-one for the second consecutive quarter. Per the New Credit
Facility, if we achieve a Leverage Ratio equal to or less than one-to-one for
two consecutive quarters, our scheduled reduction of the next consecutive
fiscal quarter is waived.
The Company paid various fees and other loan costs upon the closing of
the refinancing of the New Credit Facility that will be amortized over the
term of the New Credit Facility using the straight-line method.
Annual maturities of long-term debt, after giving effect to management's
assumptions regarding our Leverage Ratio going forward, as of December 31,
2005, are as follows:
Year ending December 31,
2006 ......................... $ -
2007 ......................... -
2008 ......................... -
2009 ......................... 8,100,000
------------
$ 8,100,000
============
-56-
NOTE 6. INCOME TAXES
Income tax provision from continuing operations consists of the
following:
Years ended December 31,
---------------------------------------
2005 2004 2003
----------- ----------- -----------
Current provision..................... $11,834,750 $ 7,081,256 $ 4,687,667
Deferred provision.................... (814,198) 1,081,656 277,913
----------- ----------- -----------
$11,020,552 $ 8,162,912 $ 4,965,580
=========== =========== ===========
The difference between the Company's provision for federal income taxes
as presented in the accompanying Consolidated Statements of Income, and the
provision 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,
---------------------------------------
2005 2004 2003
----------- ----------- -----------
Income tax at the statutory rate...... 35.0% 35.0% 35.0%
Non-deductible expenses and other..... - (1.1)% 0.2%
Tax credits........................... (0.6)% (0.8)% (1.1)%
----------- ----------- -----------
34.4% 33.1% 34.1%
=========== =========== ===========
The components of the deferred income tax assets and liabilities at
December 31, 2005 and 2004, as presented in the Consolidated Balance Sheets,
are as follows:
2005 2004
----------- -----------
DEFERRED TAX ASSETS
Compensation and benefits............ $ 412,354 $ 432,757
Bad debt reserves.................... 378,611 280,239
Accrued gaming liabilities........... 341,435 227,058
Accrued interest..................... 11,462 -
Accrued other........................ 182,362 175,665
----------- -----------
Deferred income tax asset $ 1,326,224 $ 1,115,719
=========== ===========
DEFERRED TAX LIABILITIES
Impairment of assets................. $ (72,260) $ (72,260)
Depreciation......................... (5,390,693) (5,924,465)
Land basis........................... (285,706) (285,706)
Other................................ (204,534) (227,074)
----------- -----------
Deferred income tax liability $(5,953,193) $(6,509,505)
=========== ===========
NET DEFERRED INCOME TAX LIABILITY...... $(4,626,969) $(5,393,786)
=========== ===========
-57-
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 $46,504, $44,947, and $45,370 in 2005, 2004,
and 2003, 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 (the "Plans"), which
collectively provide for the granting of options to purchase up to 2,250,000
common shares. The exercise price of stock options granted under the plans is
established by the respective plan committees, but the exercise price may not
be less than the market price of the Company's common stock on the date the
option is granted. Options expire ten years from the grant date. The
Plans were amended by majority stockholder approval at the Company's 2003
Annual Meeting of Stockholders on June 12, 2003. The amendment per majority
approval extended the terms of the existing stock compensation plans,
increased the amount of option shares authorized for issue under the existing
stock compensation plans, extended the life of stock options granted under
the existing Directors' Stock Option Plan and permitted the Directors' Plan
Committee to extend the term of any existing option grants under the
Directors' Stock Option Plan, and revised the description of employees
eligible to receive options and the conditions that determine the purchase
price of stock options under the existing Executive Long-Term Incentive Stock
Option Plan. By their amended terms, the Plans will expire in June, 2013. The
Executive Long-term Incentive Plan and the Employee Stock Option Plan were
again amended by majority stockholder approval at the Company's 2005 Annual
Meeting of Stockholders on May 26, 2005. The amendment per majority approval
increased the amount of option shares authorized for issue under the
Executive Long-term Incentive Plan and the Employee Stock Option Plan.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
as amended by SFAS No. 148, but applies APB No. 25 and related interpretations
in accounting for its plans. No stock-based compensation costs are reflected
in net income, as all options granted under those plans had an exercise price
equal to the market value of the underlying common stock on the date of the
grant.
The fair value of the Company's stock options, as presented in Note 1,
was estimated as of the grant date using the Black-Scholes option pricing
model with the following weighted average assumptions for 2005, 2004, and
2003: dividend yield of 0.0% for all periods; expected volatility of 46.7%,
45.5%, and 41.9%, respectively; a weighted average risk free interest rate of
3.95%, 3.82%, and 2.80%, respectively; and expected holding periods ranging
from five to nine years.
-58-
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, 2002.... 287,658 $ 2.50
Granted............................ 48,300 4.26
Exercised.......................... (90,996) (1.35)
Forfeited/expired.................. (20,000) (5.97)
--------- ----------------
Outstanding at December 31, 2003.... 224,962 3.04
Granted............................ 840,300 11.59
Exercised.......................... (131,792) (2.33)
Forfeited/expired.................. (26,670) (4.18)
--------- ----------------
Outstanding at December 31, 2004.... 906,800 11.08
Granted............................ 297,620 18.23
Exercised.......................... (66,862) (6.43)
Forfeited/expired.................. (20,000) (11.69)
--------- ----------------
Outstanding at December 31, 2005.... 1,117,558 $13.25
========= ================
Weighted average fair value of
options granted during 2005........ $ 9.53
========
2004........ $11.92
========
2003........ $ 3.62
========
Stock Options Stock Options
Outstanding Exercisable
------------------------- -------------------------
Weighted
Average Weighted Weighted
Contractual Average Average
Range of Life (in Exercise Exercise
Exercise Prices Shares years) Price Shares Price
---------------- --------- ----------- ----------- ---------- ----------
$ 1.44 to $ 6.90 39,102 6.9 $ 5.14 12,432 $ 4.38
$11.69 to $19.98 1,053,456 9.0 $13.35 221,124 $12.33
$21.45 to $21.46 25,000 9.8 $21.45 - N.A.
--------- ---------
Total 1,117,558 233,556
========= =========
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 workers' 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 $85,000 per claim. The maximum liability for workers'
compensation under the stop-loss agreement is $500,000 per claim.
-59-
On March 10, 2003, we announced a plan to repurchase up to 500,000 shares
(adjusted for the 2 for 1 stock split effective March 31, 2005), or 2.6%, of
our common stock in open market transactions. The repurchases may be made from
time to time depending on market conditions and availability of funds. The
repurchases are to be made with our cash. We did not purchase any shares of
our common stock pursuant to this stock repurchase program during 2005 or
2004. During 2003, we purchased 360,000 shares (adjusted for the 2 for 1 stock
split mentioned above) of our common stock pursuant to this stock repurchase
program.
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,
cash flows or results of operations.
NOTE 9. RELATED PARTY TRANSACTIONS
The three principal stockholders of the Company, through their
affiliates, control the ownership and management of a shopping center directly
adjacent to the Atlantis (the "Shopping Center"). The Shopping Center occupies
18.7 acres and consists of approximately 213,000 square feet of retail space.
The Company currently rents various spaces totaling approximately 13,000
square feet in the Shopping Center which it uses as office and storage space
and paid rent of approximately $85,730 plus common area expenses in 2005. The
Company paid rent of approximately $67,200 and $56,000 plus common area
expenses in 2004 and 2003, respectively.
In addition, a driveway that is being shared between the Atlantis and the
Shopping Center was completed on September 30, 2004. As part of this project,
in January 2004, the Company leased a 37,368 square-foot corner section of the
Shopping Center for a minimum lease term of 15 years at an annual rent of
$300,000, subject to increase every 60 months based on the Consumer Price
Index. The Company began paying rent to the Shopping Center on September 30,
2004. The Company also uses part of the common area of the Shopping Center and
pays its proportional share of the common area expense of the Shopping Center.
The Company has the option to renew the lease for 3 five-year terms, and at
the end of the extension periods, the Company has the option to purchase the
leased section of the Shopping Center at a price to be determined based on an
MAI Appraisal. The leased space is being used by the Company for pedestrian
and vehicle access to the Atlantis, and the Company may use a portion of the
parking spaces at the Shopping Center. The total cost of the project was $2.0
million; we were responsible for two thirds of the total cost, or $1.35
million. The Company paid approximately $300,000 plus common area charges in
2005 and $75,800 plus common area charges in 2004 for its leased driveway
space at the Shopping Center.
The Company is currently leasing sign space from the Shopping Center. The
lease took effect in March 2005 for a monthly cost of $1. The lease is
currently being renewed for another year with a proposed monthly lease of
$1,000 to be effective January 1, 2006. The Company's Board of Directors must
approve the proposed lease renewal.
On September 23, 2003, the Company entered into an option agreement with
an affiliate of its controlling stockholders to purchase property in South
Reno for development of a new hotel casino. Through the current property
owner, the Company filed an application with the City of Reno for both master
-60-
plan and zoning changes for 13 acres of the property. On January 20, 2005, the
City of Reno Planning Commission approved the application for zoning change on
the property; the Reno City Council would next have to approve the
application. On April 13, 2005, the Reno City Council rejected the application
for master plan and zoning change. As a result of the City Council's decision,
the Company expensed in 2005 a charge of approximately $289,000 in gaming
development costs related to the potential new hotel casino. The option
agreement was set to expire on September 15, 2005, and the Company's Board of
Directors voted to let the agreement expire on such date without exercising
our option to purchase.
The Company is currently leasing billboard advertising space from
affiliates of its controlling stockholders for a total annual cost $31,500 in
2005, $53,000 in 2004 and $54,000 in 2003.
The Company is currently renting office and storage space from a company
affiliated with Monarch's controlling stockholders and pays annual rent of
approximately $28,000 in 2005 and $27,900 for these spaces for each of the
years 2004 and 2003.
NOTE 10. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
2005
---------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
------------- ------------- ------------- ------------- -------------
Net revenues ............. $ 31,562,702 $ 34,982,387 $ 38,347,892 $ 34,891,896 $139,784,877
Operating expenses ....... $ 25,373,622 $ 26,746,318 $ 27,197,049 $ 27,398,499 $106,715,488
Income from operations ... $ 6,189,080 $ 8,236,069 $ 11,150,843 $ 7,493,397 $ 33,069,389
Net income ............... $ 3,853,706 $ 5,194,106 $ 7,087,214 $ 4,900,434 $ 21,035,460
Income per share of
common stock
Basic ................ $ 0.20 $ 0.28 $ 0.38 $ 0.26 $ 1.12
Diluted .............. $ 0.20 $ 0.27 $ 0.37 $ 0.26 $ 1.10
2004
---------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
------------- ------------- ------------- ------------- -------------
Net revenues ............. $ 30,485,978 $ 32,714,001 $ 35,060,753 $ 31,196,158 $129,456,890
Operating expenses ....... $ 25,741,608 $ 25,821,311 $ 26,250,312 $ 25,370,018 $103,183,249
Income from operations ... $ 4,744,370 $ 6,892,690 $ 8,810,441 $ 5,826,140 $ 26,273,641
Net income ............... $ 2,758,245 $ 4,352,013 $ 5,552,438 $ 3,863,744 $ 16,526,440
Income per share of
common stock
Basic* ............... $ 0.15 $ 0.23 $ 0.30 $ 0.21 $ 0.88
Diluted .............. $ 0.15 $ 0.23 $ 0.30 $ 0.20 $ 0.88
*Difference due to rounding.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
-61-
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K,
(the "Evaluation Date"), an evaluation was carried out by our management, with
the participation of our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined by Rule 13a-15(e) under the Securities Exchange Act of 1934). Based
upon the evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this report. No changes were made to our internal
control over financial reporting (as defined by Rule 13a-15(e) under the
Securities Exchange Act of 1934) during the last fiscal quarter that
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control system was
designed to provide reasonable assurance to our management and Board of
Directors regarding the preparation and fair presentation of published
financial statements.
All internal control systems, no matter how well designed, have inherent
limitations, including the possibility of human error and the circumvention or
overriding of controls. Accordingly, even effective internal controls can
provide only reasonable assurances with respect to financial statement
preparation. Further, because of changes in conditions, the effectiveness of
internal controls may vary over time.
Management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2005. In making this assessment, it
used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based
on our assessment we believe that, as of December 31, 2005, the Company's
internal control over financial reporting is effective based on those
criteria.
The Company's independent registered public accounting firm has issued an
audit report on our assessment of the Company's internal control over
financial reporting. This report appears on page 39.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference from the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders to be held on May 23, 2006.
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ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders to be held on May 23, 2006.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Equity Compensation Plan Information.
Plan Category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options, warrants and rights under equity
warrants and rights compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
- --------------------- -------------------- -------------------- ------------------------
Equity compensation
plans approved by
security holders <F1> 1,117,558 $13.25 765,682
Equity compensation
plans not approved - - -
by security holders
-------------------- -------------------- ------------------------
Total 1,117,558 $13.25 765,682
<F1> Includes the 1993 Directors' Stock Option Plan, 1993 Employee Stock Option Plan and 1993
Executive Long-Term Incentive Plan, as amended.
Additional information is incorporated by reference from the Company's
Proxy Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders to be held on May 23, 2006.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders to be held on May 23, 2006.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
This information is incorporated by reference from the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders to be held on May 23, 2006.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
Included in Part II of this report:
Report of Independent Registered Public Accounting Firm
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Consolidated Statements of Income for the years ended
December 31, 2005, 2004, and 2003.
Consolidated Balance Sheets at December 31, 2005, and 2004.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2005, 2004, and 2003.
Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004, and 2003.
Notes to Consolidated Financial Statements.
2. Financial Statements Schedules
VALUATION AND QUALIFYING ACCOUNTS
Balance at Charged to Balance
beginning costs and at end
Year ended December 31, of year expenses Deductions<F1> Other of year
- ----------------------- ---------- ---------- ---------- ----- ----------
2003
Allowance for doubtful
accounts................... 887,965 742,407 (599,754) - 1,030,618
2004
Allowance for doubtful
accounts................... 1,030,618 394,065 (624,000) - 800,683
2005
Allowance for doubtful
accounts................... 800,683 550,512 (269,448) - 1,081,747
<F1> The Company reviews receivables monthly and accordingly adjusts the
allowance for doubtful accounts monthly. The Company records actual
uncollectible write-offs annually. The amount charged to Costs and Expenses
reflects the bad debt expense recorded in the consolidated statements of
income, while the amount recorded for Deductions reflects the adjustment to
actual allowance for doubtful accounts reserve at the end of the period.
-64-
(b) 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.
3.05 Amendment to Bylaws of Monarch Casino & Resort, Inc. adopted
January 24, 1995 is filed as an exhibit to this Form 10-K.
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.
4.05 Second Amendment to Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Proxy Statement (SEC File 0-22088) in relation to the
Company's 2003 Annual Meeting of Stockholders Exhibit A-1.
-65-
4.06 Second Amendment to Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Proxy Statement (SEC File 0-22088) in relation to the
Company's 2003 Annual Meeting of Stockholders Exhibit A-2
4.07 Second Amendment to Monarch Casino & Resort, Inc. 1993 Executive
Long-Term Incentive Plan is incorporated herein by reference to
the Company's Proxy Statement (SEC File 0-22088) in relation to
the Company's 2003 Annual Meeting of Stockholders Exhibit A-3.
4.08 Third Amendment to Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan
4.09 Third Amendment to Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan
10.01 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.
10.02 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.
10.03 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.
10.04 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.
10.05 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.
10.06 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
-66-
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.
10.07 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.
10.08 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.
10.09 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.
10.10 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.
10.11 Credit Agreement, dated as of February 20, 2004, among Golden Road
Motor Inn, Inc. as Borrower, Monarch Casino & Resort, Inc., as
Guarantor, 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 March 8, 2004, Exhibit 99.1.
10.12 Lease Agreement and Option to Purchase dated as of January 29,
2004, between Golden Road Motor Inn, Inc. as Lessee and Biggest
Little Investments, L.P. as Lessor is incorporated herein by
reference to the Company's Form 10-K (SEC File 0-22088) dated
March 11, 2004, Exhibit 10.18.
10.13 Purchase Option Agreement dated as of September 15, 2003 between
South Hills Investment Company as Seller and Monarch Casino and
Resort, Inc. as Buyer is incorporated herein by reference to the
Company's Form 10-K (SEC File 0-22088) dated March 11, 2004,
Exhibit 10.19.
-67-
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc..
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
as an exhibit to this Form 10-K.
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
as an exhibit to this Form 10-K.
-68-
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 14, 2006 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 14, 2006
------------------ Chief Executive Officer (Principal
John Farahi Executive Officer) and Director
/S/ BOB FARAHI Co-Chairman of the Board of Directors, March 14, 2006
------------------ President, and Director
Bob Farahi
/S/ BEN FARAHI Co-Chairman of the Board of Directors, March 14, 2006
------------------ Secretary, Treasurer, Chief Financial
Ben Farahi Officer (Principal Financial Officer
and Principal Accounting Officer) and
Director
/S/ CRAIG. F.
SULLIVAN Director March 14, 2006
------------------
Craig F. Sullivan
/S/ RONALD R.
ZIDECK Director March 14, 2006
------------------
Ronald R. Zideck
/S/ CHARLES W.
SCHARER Director March 14, 2006
------------------
Charles W. Scharer
-69-
EXHIBIT 31.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ben Farahi, Chief Financial Officer of Monarch Casino & Resort, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K of Monarch Casino & Resort,
Inc., a Nevada Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control and reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 14, 2006
By: /s/ Ben Farahi
---------------
Ben Farahi
Chief Financial Officer, Secretary and Treasurer
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EXHIBIT 31.2
I, John Farahi, Chief Executive Officer of Monarch Casino & Resort, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K of Monarch Casino & Resort,
Inc., a Nevada Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control and reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 14, 2006
By: /s/ John Farahi
---------------
John Farahi
Chief Executive Officer
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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.
3.05 Amendment to Bylaws of Monarch Casino & Resort, Inc. adopted
January 24, 1995 is filed as an exhibit to this Form 10-K.
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.
4.05 Second Amendment to Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Proxy Statement (SEC File 0-22088) in relation to the
Company's 2003 Annual Meeting of Stockholders Exhibit A-1.
4.06 Second Amendment to Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Proxy Statement (SEC File 0-22088) in relation to the
Company's 2003 Annual Meeting of Stockholders Exhibit A-2
4.07 Second Amendment to Monarch Casino & Resort, Inc. 1993 Executive
Long-Term Incentive Plan is incorporated herein by reference to
the Company's Proxy Statement (SEC File 0-22088) in relation to
the Company's 2003 Annual Meeting of Stockholders Exhibit A-3.
4.08 Third Amendment to Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan 75
4.09 Third Amendment to Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan 76
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10.01 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.
10.02 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.
10.03 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.
10.04 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.
10.05 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.
10.06 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.
10.07 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.
10.08 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.
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10.09 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.
10.10 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.
10.11 Credit Agreement, dated as of February 20, 2004, among Golden Road
Motor Inn, Inc. as Borrower, Monarch Casino & Resort, Inc., as
Guarantor, 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 March 8, 2004, Exhibit 99.1.
10.12 Lease Agreement and Option to Purchase dated as of January 29,
2004, between Golden Road Motor Inn, Inc. as Lessee and Biggest
Little Investments, L.P. as Lessor is incorporated herein by
reference to the Company's Form 10-K (SEC File 0-22088) dated
March 11, 2004, Exhibit 10.18.
10.13 Purchase Option Agreement dated as of September 15, 2003 between
South Hills Investment Company as Seller and Monarch Casino and
Resort, Inc. as Buyer is incorporated herein by reference to the
Company's Form 10-K (SEC File 0-22088) dated March 11, 2004,
Exhibit 10.19.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc.. 77
23.1 Consent of Independent Registered Public Accounting Firm 78
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 70
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 71
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 79
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 80
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EXHIBIT 4.08
THIRD AMENDMENT TO MONARCH CASINO & RESORT, INC. 1993 EMPLOYEE STOCK OPTION PLAN
This third amendment ("Third Amendment") to the 1993 Employee Stock
Option Plan (the "Plan") of Monarch Casino & Resort Inc., a Nevada
corporation (the "Company"), was adopted by the board of directors of the
Company on March 31, 2005, and was approved by the Company's stockholders at
the Company's annual meeting on May 26, 2005.
AMENDMENTS
Authorized Shares. The total number of shares of the Company's common
stock that may be granted as stock options pursuant to the Plan shall be
increased from 300,000 shares to 1,000,000 shares through a restatement of
Paragraph 4 of the Plan to reflect the following:
4. Stock Subject to the Plan.
The stock which is subject to Options granted pursuant to the Plan shall
be shares of Common Stock. The aggregate number of shares of Common Stock
available for grant under the Plan is 1,000,000, subject to adjustment
pursuant to Section 12. Shares of Common Stock issued pursuant to the Plan
may be either authorized but unissued shares or shares now or hereafter held
in the treasury of the Company. If an Option expires, is surrendered or
canceled, or is otherwise terminated prior to its exercise, the shares of
Common Stock covered by such an Option immediately prior to such expiration,
surrender, cancellation or other termination shall continue to be available
for grant under the Plan.
CONFLICT BETWEEN THE THIRD AMENDMENT AND THE PLAN
If there is a conflict between any of the provisions of this Third
Amendment and any of the provisions of the Plan, the provisions of this Third
Amendment shall control.
NO OTHER AMENDMENTS OR CHANGES
Except as expressly amended or modified by this Third Amendment, all of
the terms and conditions of the Plan shall remain unchanged and in full force
and effect.
GOVERNING LAW
This Third Amendment shall be governed by and construed in accordance
with Nevada law.
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EXHIBIT 4.09
THIRD AMENDMENT TO MONARCH CASINO & RESORT, INC. 1993 EXECUTIVE LONG TERM
INCENTIVE PLAN
This third amendment ("Third Amendment") to the 1993 Executive Long
Term Incentive Plan (the "Plan") of Monarch Casino & Resort Inc., a Nevada
corporation (the "Company"), was adopted by the board of directors of the
Company on March 31, 2005, and was approved by the Company's stockholders at
the Company's annual meeting of stockholders on May 26, 2005.
AMENDMENTS
Authorized Shares. The total number of shares of the Company's common stock
that may be granted as stock options pursuant to the Plan shall be increased
from 350,000 shares to 1,000,000 shares through a restatement of Paragraph 5
of the Plan to reflect the following:
5. Stock Subject to the Plan
The stock from which awards may be granted shall be shares of Common
Stock. When Restricted Shares are vested or when options are exercised,
Monarch may either issue authorized but unissued Common Stock or Monarch, or
the Subsidiary which employs the Participant, may transfer issued Common Stock
held in its treasury. Each of the respective Boards of the Corporation will
fund the Plan to the extent so required to provide Common Stock for the
benefit of Participants employed by Monarch or the Subsidiary, respectively.
The total number of shares of Common Stock which may be granted as Restricted
Shares or stock options shall not exceed, in the aggregate, 1,000,000 shares
in total. Any Restricted Shares awarded and later forfeited are again subject
to award under the Plan. If an option expires, or is otherwise terminated
prior to its exercise, the shares of Common Stock covered by such an option
immediately prior to such expiration or other termination shall continue to be
available for grant under the Plan.
CONFLICT BETWEEN THE THIRD AMENDMENT AND THE PLAN
If there is a conflict between any of the provisions of this Third
Amendment and any of the provisions of the Plan, the provisions of this Third
Amendment shall control.
NO OTHER AMENDMENTS OR CHANGES
Except as expressly amended or modified by this Third Amendment, all of
the terms and conditions of the Plan shall remain unchanged and in full force
and effect.
GOVERNING LAW
This Third Amendment shall be governed by and construed in accordance
with Nevada law.
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EXHIBIT 21.01
LIST OF SUBSIDIARIES OF
MONARCH CASINO & RESORT, INC.
Golden Road Motor Inn, Inc. Ownership Percent: 100%
dba Atlantis Casino Resort State of Incorporation: Nevada
Golden Town, Inc. Ownership Percent: 100%
State of Incorporation: Nevada
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement
(Form S-8 Nos. 333-85412, 333-85418 and 333-85420) pertaining to the Employee
Savings Plans of Monarch Casino & Resort, Inc. of our reports dated March 3,
2006 with respect to the consolidated financial statements of Monarch Casino &
Resort, Inc., Monarch Casino & Resort, Inc. management's assessment of the
effectiveness of internal control over financial reporting, and the
effectiveness of internal control over financial reporting of Monarch Casino &
Resort, Inc., included in the Annual Report (Form 10-K) for the year ended
December 31, 2005.
/s/ Ernst & Young LLP
Las Vegas, Nevada
March 14, 2006
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Monarch Casino &
Resort, Inc., (the "Company") for the year ended December 31, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John Farahi, Chief Executive Officer of the Company, certify, pursuant to
and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. To the best of my knowledge, the Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. To the best of my knowledge, the information contained in the
Report fairly presents, in all material respects, the financial
condition of the Company as of the dates indicated and results of
operations of the Company for the periods indicated.
/S/ JOHN FARAHI
---------------
John Farahi
Chief Executive Officer
March 14, 2006
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EXHIBIT 32.2
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Monarch Casino &
Resort, Inc., (the "Company") for the year ended December 31, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Ben Farahi, Chief Financial Officer, Secretary and Treasurer of the
Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. To the best of my knowledge, the Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. To the best of my knowledge, the information contained in the Report
fairly presents, in all material respects, the financial condition of
the Company as of the dates indicated and results of operations of
the Company for the periods indicated.
/S/ BEN FARAHI
--------------
BEN FARAHI
Chief Financial Officer, Secretary and
Treasurer
March 14, 2006
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