UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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: (702) 825-3355
-------------------------
NOT APPLICABLE
(Former name, former address and former fiscal
year, if changed since last report.)
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 ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES ___ NO ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of May 10, 1999, there
were 9,436,275 shares of Monarch Casino & Resort, Inc. $0.01 par value common
stock outstanding.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MONARCH CASINO & RESORT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
(Unaudited) (Unaudited)
Revenues
Casino...................................... $ 10,050,707 $9,498,970
Food and beverage........................... 4,561,487 4,223,401
Hotel....................................... 2,362,892 2,402,414
Other....................................... 633,056 562,394
------------ ------------
Gross revenues........................... 17,608,142 16,687,179
Less promotional allowances................. (2,674,607) (2,133,937)
------------ ------------
Net revenues............................. 14,933,535 14,553,242
------------ ------------
Operating expenses
Casino...................................... 4,669,832 4,071,035
Food and beverage........................... 2,405,086 2,285,703
Hotel....................................... 806,847 920,614
Other....................................... 101,389 117,313
Selling, general and administrative......... 4,831,231 4,043,839
Depreciation and amortization............... 1,223,205 1,130,044
------------ ------------
Total.................................... 14,037,590 12,568,548
------------ ------------
Income from operations................... 895,945 1,984,694
------------ ------------
Other expense
Interest expense............................ 574,674 616,633
------------ ------------
Total.................................... 574,674 616,633
------------ ------------
Income before income taxes............... 321,271 1,368,061
Provision for income taxes.................... 109,232 465,106
------------ ------------
Net Income............................... $ 212,039 $ 902,955
============ ============
Income per share of common stock
Net income
Basic..................................... $ 0.02 $ 0.10
Diluted................................... $ 0.02 $ 0.10
Weighted average number of common
shares and potential common
shares outstanding
Basic..................................... 9,436,275 9,436,275
Diluted................................... 9,510,369 9,504,643
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
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MONARCH CASINO & RESORT, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1999 1998
------------ ------------
(Unaudited)
ASSETS
Current assets
Cash........................................ $ 5,025,048 $ 4,950,244
Receivables, net............................ 1,249,020 1,274,343
Inventories................................. 440,869 476,948
Prepaid expenses............................ 1,482,127 1,628,717
Prepaid Federal Income Taxes................ 302,257 449,226
Deferred income taxes....................... 399,984 432,874
------------ ------------
Total current assets..................... 8,899,305 9,212,352
------------ ------------
Property and equipment
Land........................................ 10,339,530 10,339,530
Buildings................................... 35,335,973 35,335,973
Furniture and equipment..................... 25,177,797 24,667,318
Improvements................................ 4,971,921 4,969,881
------------ ------------
75,825,221 75,312,702
Less accumulated
depreciation and amortization.............. (23,302,117) (22,125,039)
------------ ------------
52,523,104 53,187,663
Construction in progress.................... 50,204,914 32,669,282
------------ ------------
Net property and equipment............... 102,728,018 85,856,945
------------ ------------
Other assets.................................. 1,621,120 1,662,663
------------ ------------
$113,248,443 $ 96,731,960
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........ $ 938,206 $ 850,498
Accounts payable-trade...................... 3,289,352 3,441,829
Accounts payable-construction............... 7,283,571 7,275,617
Accrued expenses............................ 4,852,547 4,152,237
------------ ------------
Total current liabilities................ 16,363,676 15,720,181
Long-term debt, less current maturities....... 68,041,363 52,309,785
Deferred income taxes......................... 2,177,920 2,248,548
Commitments and contingencies................. - -
Stockholders' equity
Preferred stock, $.01 par value, 10,000,000
shares authorized; none issued............. - -
Common stock, $.01 par value, 30,000,000
shares authorized; 9,536,275 issued;
9,436,275 outstanding........ 95,363 95,363
Additional paid-in capital.................. 17,241,788 17,241,788
Treasury stock.............................. (329,875) (329,875)
Retained earnings........................... 9,658,208 9,446,170
------------ ------------
Total stockholders' equity............... 26,665,484 26,453,446
------------ ------------
$113,248,443 $ 96,731,960
============ ============
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-3-
MONARCH CASINO & RESORT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income.................................. $ 212,039 $ 902,955
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization............. 1,223,205 1,130,044
Loss on disposal of assets................ - 17,515
(Increase) decrease in receivables, net... 25,323 (447,023)
Decrease in inventories................... 36,079 180,234
(Increase) decrease in prepaid expenses... 293,559 (81,781)
Decrease in deferred income tax asset..... 32,891 90,000
(Increase) decrease in other assets....... 41,543 (41,710)
Decrease in accounts payable............ (144,523) (2,151,161)
Increase in accrued expenses.............. 700,311 754,103
Decrease in deferred
income tax liability..................... (70,628) (21,000)
------------ ------------
Net cash provided by
operating activities.................... 2,349,799 332,176
------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets................ - 8,100
Acquisition of property and equipment....... (17,787,413) (843,995)
------------ ------------
Net cash used in investing activities.... (17,787,413) (835,895)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term borrowings.......... 15,795,368 3,205,000
Principal payments on long-term debt........ (282,950) (4,202,755)
------------ ------------
Net cash provided by (used in)
financing activities.................... 15,512,418 (997,755)
------------ ------------
Net increase (decrease) in cash.......... 74,804 (1,501,474)
Cash at beginning of period................... 4,950,244 5,527,839
------------ ------------
Cash at end of period......................... $ 5,025,048 $ 4,026,365
============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest,
net of capitalized interest................ $ 315,664 $ 243,209
Capitalized interest........................ 529,224 18,662
Cash paid for income taxes.................. - 287,479
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts..... 306,867 351,074
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
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MONARCH CASINO & RESORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Monarch Casino & Resort, Inc. ("Monarch") was incorporated in 1993.
Golden Road Motor Inn, Inc. ("Golden Road") operates the Atlantis Casino
Resort (the "Atlantis") in Reno, Nevada, and owns a 16-acre site adjacent to
the Atlantis which is suitable for future development. Unless stated
otherwise, the "Company" refers collectively to Monarch, its wholly owned
subsidiary, Golden Road, and majority owned subsidiaries, Dunes Marina Resort
and Casino, Inc. ("Dunes Marina"), formed in December 1993, and Sea World
Processors, Inc. ("Sea World"), purchased in February 1994.
The consolidated financial statements include the accounts of Monarch,
Golden Road, Dunes Marina and Sea World, and eliminate intercompany balances
and transactions.
Use of Estimates
In preparing these financial statements in conformity with 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.
Reclassifications
Certain amounts in the 1998 consolidated financial statements have been
reclassified to conform with the 1999 presentation. These reclassifications
had no effect on the Company's net income.
NOTE 2. INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements for the three month
periods ended March 31, 1999 and March 31, 1998 are unaudited. In the opinion
of management, all adjustments, consisting of normal recurring adjustments
necessary for a fair presentation of the Company's financial position and
results of operations for such periods, have been included. The accompanying
unaudited consolidated financial statements should be read in conjunction with
the Company's audited financial statements included in its Annual Report on
Form 10-K for the year ended December 31, 1998. The results for the three
month period ended March 31, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999, or for any
other period.
NOTE 3. EARNINGS PER SHARE
In 1997, the Company adopted the provisions of SFAS No. 128, Earnings Per
Share. Earnings per share for all periods presented have been restated to
reflect the adoption of SFAS No. 128. SFAS No. 128 requires companies to
present basic earnings per share, and, if applicable, diluted earnings per
share. Basic earnings per share excludes dilution and is computed by dividing
net earnings available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share
-5-
reflects the potential dilution that could occur if options to issue common
stock were exercised into common stock.
The following is a reconciliation of the number of shares (denominator)
used in the basic and diluted earnings per share computations (shares in
thousands):
Three Months ended March 31,
-----------------------------------
1999 1998
---------------- ----------------
Per Share Per Share
Shares Amount Shares Amount
------ --------- ------ ---------
Net Income
Basic..................... 9,436 $0.02 9,436 $0.10
Effect of dilutive
stock options............ 74 - 69 -
------ --------- ------ ---------
Diluted................... 9,510 $0.02 9,505 $0.10
====== ========= ====== =========
The following options were not included in the computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of the common shares:
Three Months ended March 31,
----------------------------
1999 1998
----------- -----------
Options to purchase shares of
common stock (in thousands)..... 2 15
Exercise prices.................. $8.06 $7.25-$8.06
Expiration dates................. 6/99 9/98-6/00
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as statements relating to anticipated expenses, capital spending and
financing sources. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties
include, but are not limited to, those relating to competitive industry
conditions, Reno-area tourism conditions, dependence on existing management,
leverage and debt service (including sensitivity to fluctuations in interest
rates), construction and completion of additional facilities, the regulation
of the gaming industry (including actions affecting licensing), outcome of
litigation, domestic or global economic conditions, changes in federal or
state tax laws or the administration of such laws, and issues related to the
year 2000.
RESULTS OF OPERATIONS
Comparison of Operating Results for the Three Month
Periods Ended March 31, 1999 and 1998
For the three month period ended March 31, 1999, the Company earned $212
thousand, or $.02 per share, on net revenues of $14.9 million, a decrease from
earnings of $903 thousand, or $.10 per share, on net revenues of $14.6 million
for the three months ended March 31, 1998. Income from operations for the
three months ended March 31, 1999 totaled $896 thousand, compared to $2.0
million for the same period in 1998. The Company's 1999 first quarter net
revenue represents a new first quarter record for the Company, but net income
and earnings per share were negatively impacted primarily by construction
disruption and start-up expenses related to the Company's Atlantis expansion
project (the "Atlantis Expansion")and to a lesser extent, severe winter
weather and the absence of a major event comparable to the four month American
Bowling Congress Tournament in 1998's first quarter results. In the Reno area
market, the January through March period encompassing the Company's first
quarter has traditionally been marked by weather-related seasonality, with
winter storms producing moderate to severe travel delays and difficulties for
visitors to the region. The impact of the weather and the absence of a major
event were relatively minor when compared to the negative impact that
construction disruption and start-up expenses had on the 1999 first quarter
results. The Company incurred ongoing expansion related expenses throughout
the first quarter of 1999 with no meaningful offsetting revenues from new
capacity coming on line. The Atlantis Expansion consists of the enclosed
overhead "skywalk" structure connecting the Atlantis with its 16 acre site
across South Virginia Street from the Atlantis (the "Skywalk") and a new 27-
story hotel tower containing additional casino and public space (the "Hotel
Tower Project"). The Company completed the Skywalk during the third week of
March 1999 and began bringing on line certain areas of the Hotel Tower Project
during April 1999. The remainder of the Hotel Tower Project will be phased in
over a period ending sometime late in the quarter ending June 30, 1999.
-7-
Casino revenues were up 5.8% in the 1999 first quarter compared to the
1998 first quarter, reflecting growth in slot revenues but a decline in table
game revenues. Slot revenues were up 9.4% in the 1999 first quarter compared
to the 1998 first quarter due to an increase in the volume of slot machine
play. Table game revenue in the 1999 first quarter decreased 5.2% from the
1998 first quarter due to an decrease in table game drop. Casino operating
expenses amounted to 46.5% of casino revenues in the 1999 first quarter,
compared to 42.9% in the 1998 first quarter, with the difference due primarily
to higher labor costs and higher promotional allowance costs in the 1999
period.
Food and beverage revenues increased 8.0% in the 1999 first quarter
compared to the 1998 first quarter due primarily to higher average guest
checks. Food and beverage operating expenses amounted to 52.7% of food and
beverage revenues during the 1999 first quarter, an improvement from 54.1% in
the 1998 first quarter.
Hotel revenues were essentially flat in the 1999 first quarter decreasing
1.6% from the 1998 first quarter, reflecting a decrease in the Atlantis'
average daily room rate ("ADR") but an improvement in the Atlantis' average
hotel occupancy rate. The Atlantis' ADR decreased $.84 or 1.6% while the
hotel occupancy rate increased 1.0 point or 1.2% in the 1999 first quarter
compared to the 1998 first quarter. Hotel operating expenses in the 1999
first quarter amounted to 34.1% of hotel revenues, compared to 38.3% in the
1998 first quarter, primarily reflecting increased operating efficiencies.
Other revenues increased 12.6% in the 1999 first quarter compared to the
1998 first quarter, primarily reflecting increased revenues from the Atlantis'
retail outlet and collection of gaming receivables previously written off.
Other expenses in the 1999 first quarter amounted to 16.0% of other revenues,
compared to 20.9% in the 1998 first quarter.
Selling, general and administrative expenses amounted to 32.4% of net
revenues in the first quarter of 1999, compared to 27.8% in the 1998 first
quarter. This increase is primarily due to higher personnel costs and higher
marketing costs necessary in preparation for the 1999 opening of the Atlantis
Expansion as well as additional operating expenses associated with the
Atlantis Expansion.
Interest expense for the 1999 first quarter totaled $575 thousand, a
decrease of 6.8% from $617 thousand in the 1998 first quarter. The decrease
reflects lower average interest rates on the Company's debt and the
capitalization of certain interest costs in the 1999 period. In the 1999
first quarter, the Company capitalized approximately $529 thousand in interest
costs related to the Atlantis Expansion. During the 1998 first quarter, $19
thousand in interest costs were capitalized.
OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS
Upon its completion, the Hotel Tower Project will add approximately 390
rooms, 16,000 square feet of additional casino space and other amenities to
the Atlantis. Major construction on the Hotel Tower Project began in July
1998 and is expected to be completed in late spring/early summer 1999. The
Company carefully planned the Hotel Tower Project to mitigate the disruptive
effects of construction by redirecting traffic flows, creating alternative
access points at the Atlantis, and restricting construction crews , materials
and vehicles to specified areas. Following the very disruptive construction
-8-
mobilization process in July 1998, the Company believes these steps have been
effective in reducing the disruptive effect of the construction activities;
however, the Company believes that some disruption is occurring and will
continue to occur until the Hotel Tower Project is completed.
The Skywalk connects the Atlantis with a 16-acre site with additional
parking owned by the Company adjacent to and across South Virginia Street from
the Atlantis. The Skywalk is directly in front of the Atlantis. Although the
Skywalk is much smaller in scale than the Hotel Tower Project, the
construction activity associated with the Skywalk also impeded traffic flows
and access to the property and resulted in business disruptions. The Company
took similar steps to those described above to minimize the disruptive impact
of the construction activity, but believes that disruption occurred until the
project was completed during the third week of March 1999. With the Atlantis
Expansion, the Company is subject to certain risks typically associated with
large-scale construction projects, including the risks of delay, shortages of
materials or skilled labor, unforeseen engineering, environmental and/or
geological problems, work stoppages, weather interference and unanticipated
cost increases.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 1999, net cash provided by operating
activities totaled $2.3 million. Net cash used in investing activities for
the same period totaled $17.8 million, which consisted entirely of
acquisitions of property and equipment at the Atlantis, most of which were
related to the Atlantis Expansion. Net cash provided by financing activities
totaled $15.5 million as the Company borrowed funds under its bank credit
facility to fund the costs of the Atlantis Expansion. As a result, at March
31, 1999, the Company had cash of $5.0 million, compared to a similar amount
of $5.0 million at December 31, 1998.
The Company has an $80 million construction and reducing revolving credit
facility with a group of banks (the "Credit Facility"). The principal terms
of the Credit Facility are summarized in the Company's Annual Report on Form
10-K for the year ended December 31, 1998. At March 31, 1999, the outstanding
balance of the Credit Facility was $66.1 million.
The Company also has available a second bank credit facility on which it
may borrow up to $4.5 million. The principal terms of this second bank credit
facility are also summarized in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998. At March 31, 1999, the outstanding balance
on this second bank credit facility was $325 thousand.
The Company has signed contracts to construct the Atlantis Expansion,
which the Company estimates will cost approximately $70 million to construct.
The Company believes it will have adequate resources available through cash on
hand, cash flow from operations, and borrowings allowed under the Credit
Facility to complete the Atlantis Expansion.
In addition to the potential funding requirements associated with the
Atlantis Expansion, the Company continues to monitor expansion and development
opportunities at its other Reno site and elsewhere in Nevada and in other
jurisdictions. The decision by the Company to proceed with any substantial
project will require the Company to secure adequate financing on acceptable
terms. No assurances can be made that if such projects are pursued that
adequate financing would be available on acceptable terms, if at all.
-9-
The Company believes that its existing cash balances, cash flow from
operations and borrowings available under the Credit Facility will provide the
Company with sufficient resources to fund its operations, meet its existing
debt obligations and fund its capital expenditure requirements; however, the
Company's operations are subject to financial, economic, competitive,
regulatory, and other factors, many of which are beyond its control. If the
Company is unable to generate sufficient cash flow, it could be required to
adopt one or more alternatives, such as reducing, delaying or eliminating
planned capital expenditures, selling assets, restructuring debt or obtaining
additional equity capital.
YEAR 2000
The Company has undertaken an assessment of the information systems and
software used in its operations to determine whether or not those systems were
Year 2000 compliant, and implemented plans to upgrade or replace systems
and/or software that was determined not to be Year 2000 compliant. Based on
that assessment, and the plans made as a result thereof, the Company believes
that its critical information systems are Year 2000 compliant or will be made
Year 2000 compliant before the end of 1999. The Company begun, and is
continuing to assess, potential issues related to the Year 2000 other than
those relating to the Company's internal information systems, such as critical
supplier readiness and potential problems associated with embedded
technologies, and will develop and implement plans to correct any deficiencies
found. The costs of addressing the Company's Year 2000 issues have not been
fully determined, but are not currently expected to be material to the
Company's financial position; however, should the Company and/or its critical
suppliers fail to identify and/or correct material Year 2000 issues, such
failure could impact the Company's ability to operate as it did before the
Year 2000, and subsequently have a material impact on the Company's operating
results or financial position. In such an event, the Company will address
issues as they arise and strive to minimize any impact on the Company's
operations.
For a more detailed discussion of the Company's liquidity and capital
resources, and issues related to the Year 2000, see the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, Item 7.
-10-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
27.01 Financial Data Schedule
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MONARCH CASINO & RESORT, INC.
(Registrant)
Date: May 14, 1999 By: /s/ BEN FARAHI
------------------------------------
Ben Farahi, Co-Chairman of the Board,
Secretary, Treasurer and Chief
Financial Officer(Principal Financial
Officer and Duly Authorized Officer)
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
27.01 Financial Data Schedule
-13-