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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, 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: (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 whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of March 21, 2000, based on the closing price as reported on The
Nasdaq Stock Market(SM) of $5.438 per share, was approximately $12,669,860.
As of March 17, 2000, Registrant had outstanding 9,436,275 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's 2000 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., 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 substantially all of the assets of the Atlantis. The
Company's principal executive offices are located at 1175 West Moana Lane,
Suite 200, Reno, Nevada 89509, telephone (775) 825-3355.
Until December 1999, Monarch Casino & Resort, Inc. owned two other
subsidiaries, Dunes Marina Resort & Casino, Inc.("Dunes Marina"), and Sea World
Processors, Inc. ("Sea World"). Dunes Marina and Sea World had been inactive
for several years and had virtually no assets or liabilities. In December
1999, both corporations were dissolved.
THE ATLANTIS CASINO RESORT
Through Golden Road, the Company owns and operates the tropically-themed
Atlantis, which is located approximately three miles south of downtown Reno in
the generally more affluent southwest area of Reno. In the 1998 second
quarter, the Company began construction of a major expansion of the Atlantis
(the "Atlantis Expansion") that was substantially completed in the second
quarter of 1999.
The two primary components of the Atlantis Expansion were a new 27-story
hotel tower with approximately 391 new hotel rooms and suites with an adjoining
new low rise structure containing additional casino and public space (the
"Hotel Tower Project"), and an enclosed overhead sky walk ("Sky Terrace")
structure connecting the Atlantis with a 16 acre site across South Virginia
Street from the Atlantis, which contains approximately 8,000 square feet of
casino and public space. The Sky Terrace was officially opened to the public
on March 18, 1999.
The Atlantis now features approximately 51,000 square feet of casino space
interspersed with waterfalls and water features, giant artificial palm trees,
thatched-roof huts, and other tropical features; a hotel and a motor lodge;
nine food outlets; a nightclub; an enclosed pool with waterfall features in
addition to an outdoor pool; health club; retail outlets featuring traditional
"gift shop" merchandise as well as clothing and other merchandise and a gift
shop featuring items with the Atlantis logo; an 8,000 square-foot family
entertainment center; and approximately 25,000 square feet of banquet,
convention and meeting room space. The Atlantis is the closest hotel casino to
the 370,000 square-foot Reno Sparks Convention Center (the "Convention
Center"), and the only hotel casino located within easy walking distance of the
Convention Center.
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Casino. The Atlantis' casino features approximately 40 table games,
including blackjack, craps, roulette, mini-baccarat, "Let it Ride(TM)", "Three
Card Poker(TM)", "Fortune Pai Gow Poker(TM)", and "Royal Match(TM)";
approximately 1,500 slot and video poker machines; a race and sports book
(which is operated by an independent third party pursuant to a lease
arrangement with the Company); keno; and a poker room. During the year ended
December 31, 1999, 76.0% of the Atlantis' casino revenue was from slot and
video poker machines, 21.3% was from table games, and 2.7% was from keno and
the poker room.
The Atlantis offers what the Company believes to be higher-than-average
payout rates on slot machines and has adopted liberal rules for its blackjack
games which include using mostly single decks of cards at its tables and
allowing the player to "double down" on the first two cards. The Company's
present policy is to extend gaming credit only to a limited number of qualified
customers.
Lodging. The Atlantis features three contiguous high-rise hotel towers
offering a total of 834 rooms and suites, and a low-rise motor lodge offering
another 148 rooms, for a total guest room count of 976. The first of the three
hotel towers was completed in April 1991 and contains 160 rooms and suites in
13 stories. The second hotel tower was completed in September 1994 and
contains 283 rooms and suites in 19 stories. The third tower was completed in
June 1999 and contains 385 rooms and suites in 27 stories. The top seven
floors in the newest tower are larger than the standard guest rooms by nearly
20% and feature private elevator access, upscale accommodations, and a private
concierge service.
The Atlantis' hotel rooms feature fresh, colorful interior decorations and
furnishings consistent with the Atlantis' tropical theme, as well as nine-foot
ceilings (most standard hotel rooms feature eight-foot ceilings), which give
the rooms an open and spacious feel. The newest hotel tower features a four
story waterfall with an adjacent swimming pool in a climate controlled, five
story glass enclosure, which shares an outdoor third floor pool deck with an
outdoor swimming pool and whirlpool. The health club is located adjacent to
the swimming areas. The hotel also features glass elevators rising the full 19
and 27 stories of the two taller hotel towers, providing panoramic views of the
northern Reno valley, known as the Truckee Meadows and the Sierra Nevadas,
which is a majestic mountain range separating Nevada from California.
The two-story, 148-room motor lodge, which has been operated by the
Company since 1973, is located on the back half of the Atlantis' 13-acre site.
The motor lodge rooms, which are also decorated and furnished consistently with
the Atlantis' tropical theme, contain less average square footage than the
hotel rooms and have standard eight-foot ceilings. The Company believes the
motor lodge rooms appeal to value conscious travelers who still want to enjoy
the experience of and amenities associated with a stay at a first-class hotel
casino resort. The Company renovated all of the motor lodge units in 1996.
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The average occupancy rate at the Atlantis for fiscal years 1999, 1998,
and 1997 was 86.8%, 88.0%, and 85.9%, respectively.
Dining. The Atlantis features six restaurants, one snack bar, and two
gourmet coffee bars, including the 640-seat Toucan Charlie's Buffet & Grill,
which features a wide variety of standard hot food line selections, salads and
seafood, and specialty substations featuring made to order items such as
Mongolian Barbecue, fresh Southwest and Asian specialties, meats roasted in
wood-fired rotisserie ovens, and two salad stations; the aquatic-themed 135-
seat Atlantis Seafood Steakhouse gourmet restaurant; the new, upscale, intimate
230-seat MonteVigna Italian Ristorante, featuring a centrally located wine
"cellar" and seasonal outdoor terrace; the 74-seat Oyster Bar restaurant in the
new Sky Terrace, featuring seafood flown in daily and soups and bisques made to
order; a 178-seat twenty-four hour coffee shop; a 104-seat cafe restaurant
featuring pizzas from a wood-fired, brick oven; and a snack bar and soda
fountain. There are two gourmet coffee bars, one located in the Sky Terrace,
and the other located adjacent to the Xanadu Lounge next to the 27-story
elevator lobby, both featuring fine specialty coffee drinks and pastries and
desserts made fresh daily in the Atlantis bakery.
The Sky Terrace. The Sky Terrace is a one-of-a-kind structure, with a
diamond-shaped, blue glass body rising approximately 55 feet from street level
and spanning 160 feet across South Virginia Street with no intermediate support
pillars. The Sky Terrace connects the Atlantis with additional parking on a 16
acre site owned by the Company across South Virginia Street from the Atlantis.
The structure is supported at each end by two 100 foot tall Grecian columns
which erupt in flames at regular intervals. The tropically-themed interior of
the Sky Terrace contains an oyster bar and a gourmet coffee and pastry bar with
adjacent table seating, a video poker bar and numerous banks of slot machines,
and a lounge area featuring oversized leather sofas and chairs.
Capital expenditures at the Atlantis totaled approximately $46.1 million,
$27.2 million, and $2.3 million in fiscal years 1999, 1998, and 1997,
respectively. Capital expenditures during 1999 are a combination of
construction costs and the cost of furnishing the completed Atlantis Expansion
with fixtures and equipment. The capital expenditures for 1998 primarily
reflect construction costs associated with the Atlantis Expansion and upkeep of
existing facilities. The expenditures for 1997 were for ongoing refurbishment
and enhancement to the Atlantis, including equipment replacements.
Operations at the Atlantis are conducted 24 hours a day, every day of the
year. The Atlantis' business is moderately seasonal in nature, with its
highest revenues typically occurring in the summer months and lower amounts
generally in the winter months.
MARKETING
The Company's revenues and operating income are largely dependent on the
level of gaming activity at the Atlantis' casino; therefore, the Company's
predominant marketing goal is to attract gaming customers to its casino. The
Company's primary objective for its hotel, food and beverage outlets, and other
amenities is to utilize those facilities to generate additional casino play,
although as a secondary goal, the Company also seeks to maximize revenues from
those areas.
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The Company's marketing efforts are directed toward three broad consumer
groups: Reno area residents, non-conventioneer visitors to the Reno area, and
conventioneers. The Company believes that the Atlantis' location outside the
downtown area and across the street from the Convention Center makes the
property appealing to all three groups.
Reno area residents. The Atlantis' proximity to rapidly growing,
generally more affluent southwestern Reno residential areas provides a
significant source of middle to upper-middle income gaming customers. The
Company markets to Reno area residents ("Locals") on the basis of the Atlantis'
location and accessibility, the quality and ambiance of the Atlantis facility,
friendly efficient service, the quality and relative value of its food and
beverage offerings, entertainment offerings, promotions, and gaming values.
The Company believes that Locals as a group tend to prefer slot and video poker
machines over table games, and tend to prefer video poker machines over reel-
spinning (or electronically simulated reel-spinning) slot machines.
Accordingly, the Atlantis provides a large, diverse selection of video poker
machines. Moreover, the Company believes that Locals tend to seek out and
frequent those casinos with higher-than-average payout rates on slot and video
poker machines and liberal rules on table games. The Company believes that the
Atlantis offers higher-than-average payout rates on slot machines, and has
adopted liberal rules for its blackjack games which include using mostly single
decks of cards at its tables and allowing players to "double down" on the first
two cards.
Non-conventioneer Visitors. Reno is a popular gaming and vacation
destination which enjoys direct freeway access to nearly all major northern
California population centers, and non-stop air service from most large cities
in the western United States as well as many Midwest and southern population
centers such as Chicago, Dallas, Minneapolis and St. Louis. The principal
segments of Reno's non-conventioneer visitor market are leisure travelers,
package tour and travel customers, and higher-level wagerers. The Company
attempts to maximize its gaming revenues and hotel occupancy through a balanced
marketing approach addressing each market segment.
Leisure travelers are not affiliated with groups and make their
reservations directly with hotels of their choice or through independent travel
agents. The Company believes that this segment is largely comprised of
individuals driving, and to a lesser extent, flying to Reno from a regional
market, primarily California and to a lesser extent, the Pacific Northwest.
The Company strives to attract the middle to upper-middle income strata of this
segment through advertising and direct marketing in select markets. This
segment represents a significant portion of the Atlantis' customers, especially
those customers visiting on weekends.
The package tour and travel segment consists of visitors who utilize
travel "packages" produced by wholesale operators. The Company markets to this
segment through relationships with select wholesalers, primarily to generate
customer visits and supplement occupancy mid-week.
The Company selectively markets to higher-level wagerers through direct
sales. The Company utilizes complimentary rooms, food and beverage, special
events and the extension of gaming credit to attract higher-level wagerers.
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Conventioneers. Convention business, like package tour and travel,
generates mid-week customer visits and supplements occupancy during low-demand
periods. Conventioneers typically also pay higher average room rates than non-
conventioneers. The Company seeks those convention and meeting groups which it
believes will materially enhance the Atlantis' average occupancy rate and
average daily room rates, as well as those the Company believes will be more
likely to gamble. As the only hotel casino within easy walking distance of the
Convention Center, the Company believes the Atlantis is uniquely positioned to
capitalize on this segment. The Company believes that this market segment is
presently underserved in the Reno area, and that the additional rooms and
amenities added with the completed Atlantis Expansion enhances the Company's
ability to realize the potential of this market segment.
The Company markets to all customer segments, including conventioneers, on
the basis of the quality and ambiance of the Atlantis facility, friendly
efficient service, the quality and relative value of its rooms and food and
beverage offerings, entertainment offerings, promotions, and gaming values.
The Company has instituted a frequent player club, "Club Paradise," which
allows the Atlantis' customers to earn rewards and special privileges based on
the amount of their play, while at the same time allowing the Company to track
the play of those customers utilizing a computerized player tracking system.
The Company uses this information to determine appropriate levels of
complimentary awards, and also in its direct marketing efforts. The Company
believes that Club Paradise significantly enhances the Company's ability to
build customer loyalty and generate repeat customer visits.
COMPETITION
Competition in the Reno area gaming market is intense. Based on
information obtained from the December 31, 1999 Gaming Revenue Report published
by the Nevada State Gaming Control Board and Company estimates, the Company
believes that there are approximately 12 casinos in the Reno area which
generate more than $12 million each in annual gaming revenues, approximately 7
of which are located in downtown Reno.
The Company believes that the Atlantis' competition for Locals comes
primarily from other large-scale casinos located outside of downtown Reno that
offer amenities that appeal to middle to upper-middle income customers, and
secondarily with those casinos located in downtown Reno which offer similar
amenities. The Company competes for Locals primarily on the basis of the
desirability of its location, the quality and ambiance of the Atlantis
facility, friendly efficient service, the quality and relative value of its
food and beverage offerings, entertainment offerings, promotions, and gaming
values. The Company believes its proximity to residential areas in southwest
and southeast Reno and its abundant surface parking afford it an advantage over
the casinos located in downtown Reno in attracting Locals.
The Company believes that the Atlantis' primary competition for non-
conventioneer visitors comes from other large-scale casinos, including those
located in downtown Reno and those located away from downtown Reno, that offer
amenities that appeal to middle to upper-middle income customers. The Company
competes for non-conventioneer visitors on the basis of the desirability of
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its location, the quality and ambiance of the Atlantis facility, friendly
efficient service, the quality and relative value of its rooms and food and
beverage offerings, entertainment offerings, promotions, and gaming values.
The Company believes that its location away from downtown Reno is appealing to
many customers who prefer to avoid the more congested downtown Reno area;
however, the Atlantis' location is a disadvantage in that it does not afford
the Company the ability to generate walk-in traffic, which is a significant
source of customers for some casinos located in downtown Reno.
The Company believes that the Atlantis' primary competition for
conventioneers comes from other large-scale hotel casinos in the Reno area that
actively target the convention market segment, and secondarily from other
cities on the U.S. west coast with large convention facilities and substantial
hotel capacity, including Las Vegas. The Company competes for conventioneers
based on the desirability of its location, the quality and ambiance of the
Atlantis facility, meeting and banquet rooms designed to appeal to conventions
and groups, friendly efficient service, and the quality and relative value of
its rooms and food and beverage offerings. The Company believes that the
Atlantis' proximity to the Convention Center affords it a distinct competitive
advantage in attracting conventioneers.
The Atlantis also competes for gaming customers with hotel casino
operations located in other parts of Nevada, especially Las Vegas and Lake
Tahoe, and with hotel casinos, Indian casinos, and riverboat casinos located
elsewhere throughout the United States and the world. The Company believes
that the Atlantis also competes to a lesser extent with state-sponsored
lotteries, off-track wagering, card parlors, and other forms of legalized
gaming, particularly in California and the Pacific Northwest.
The recent constitutional amendment approved by California voters allowing
the expansion of Indian casinos in California will have an impact on casino
revenues in Nevada in general, and many analysts have predicted the impact will
be more significant on the Reno-Lake Tahoe market. The extent of this impact
is difficult to predict, but the Company believes that the impact on the
Company will be mitigated to an extent due to the Atlantis' emphasis on Reno
area residents as a significant base of its business. However, if other Reno
area casinos suffer business losses due to increased pressure from California
Indian casinos, they may intensify their marketing efforts to Reno area
residents as well. However, the Company's numerous amenities such as a wide
array of restaurants and other venues are a key factor in the Company's ability
to attract Reno area residents which competitor facilities will not easily be
able to match.
Certain experienced Nevada gaming operators have annual agreements to
manage expanded Indian casino facilities near Sacramento, one of Reno's key
feeder markets. These facilities could provide an alternative to Reno area
casinos, especially during certain winter periods when auto travel through the
Sierra Nevada is hampered.
The Company believes that the legalization of unlimited land-based casino
gaming in or near any major metropolitan area in the Atlantis' key marketing
areas, such as San Francisco or Sacramento, could have a material adverse
effect on its business.
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REGULATION AND LICENSING
Nevada Gaming Regulation
The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) the Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, the "Nevada Act"); and (ii) various local
regulations. The Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the "Nevada Commission"),
the Nevada State Gaming Control Board (the "Nevada Board"), and the Reno City
Council (the "Reno Board"). (The Nevada Commission, the Nevada State Gaming
Control Board, and the Reno Board are collectively hereinafter referred to as
the "Nevada Gaming Authorities.")
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the prevention of
cheating and fraudulent practices; and (v) providing a source of state and
local revenues through taxation and licensing fees. Changes in such laws,
regulations and procedures could have an adverse effect on the Company's gaming
operations.
Golden Road, which operates the Atlantis, is required to be licensed by
the Nevada Gaming Authorities. The gaming license requires the periodic
payment of fees and taxes and is not transferable. The Company is registered
by the Nevada Commission as a publicly traded corporation ("Registered
Corporation") and as such, it is required periodically to submit detailed
financial and operating reports to the Nevada Commission and furnish any other
information which the Nevada Commission may require. No person may become a
stockholder of, or receive any percentage of profits from, Golden Road without
first obtaining licenses and approvals from the Nevada Gaming Authorities. The
Company and Golden Road have obtained from the Nevada Gaming Authorities the
various registrations, approvals, permits and licenses required in order to
engage in gaming activities in Nevada.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or Golden
Road in order to determine whether such individual is suitable or should be
licensed as a business associate of a gaming licensee. Officers, directors and
key employees of Golden Road must file applications with the Nevada Gaming
Authorities and may be required to be licensed or found suitable by the Nevada
Gaming Authorities. Officers, directors and key employees of the Company who
are actively and directly involved in gaming activities of Golden Road may be
required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may deny an application for licensing for any
cause which they deem reasonable. A finding of suitability is comparable to
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licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant for licensing
or a finding of suitability must pay all the costs of the investigation.
Changes in licensed positions must be reported to the Nevada Gaming Authorities
and in addition to their authority to deny an application for a finding of
suitability or licensure, the Nevada Gaming Authorities have jurisdiction to
disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or Golden Road, the companies involved would have
to sever all relationships with such person. In addition, the Nevada
Commission may require the Company or Golden Road to terminate the employment
of any person who refuses to file appropriate applications. Determinations of
suitability or of questions pertaining to licensing are not subject to judicial
review in Nevada.
The Company and Golden Road are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by Golden Road
must be reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by Golden Road, the
gaming licenses it holds could be limited, conditioned, suspended or revoked,
subject to compliance with certain statutory and regulatory procedures. In
addition, Golden Road, the Company, and the persons involved could be subject
to substantial fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission. Further, a supervisor could be appointed
by the Nevada Commission to operate the Company's gaming properties and, under
certain circumstances, earnings generated during the supervisor's appointment
(except for the reasonable rental value of the Company's gaming properties)
could be forfeited to the State of Nevada. Limitation, conditioning or
suspension of any gaming license or the appointment of a supervisor could (and
revocation of any gaming license would) materially adversely affect the
Company's gaming operations.
Any beneficial holder of the Company's voting securities, regardless of
the number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the Company's
voting securities determined if the Nevada Commission has reason to believe
that such ownership would otherwise be inconsistent with the declared policies
of the State of Nevada. The applicant must pay all costs of investigation
incurred by the Nevada Gaming Authorities in conducting any such investigation.
The Nevada Gaming Act requires any person who acquires more than 5% of the
Company's voting securities to report the acquisition to the Nevada Commission.
The Nevada Act requires that beneficial owners of more than 10% of the
Company's voting securities apply to the Nevada Commission for a finding of
suitability within 30 days after the Chairman of the Nevada Board mails the
written notice requiring such filing. Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which acquires more
than 10%, but not more than 15%, of the Company's voting securities may apply
to the Nevada Commission for a waiver of such finding of suitability if such
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institutional investor holds the voting securities for investment purposes
only. An institutional investor shall not be deemed to hold voting securities
for investment purposes unless the voting securities were acquired and are held
in the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the Company, any change in the Company's
corporate charter, bylaws, management, policies or operations of the Company,
or any of its gaming affiliates, or any other action which the Nevada
Commission finds to be inconsistent with holding the Company's voting
securities for investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
the Chairman of the Nevada Board, may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock of
a Registered Corporation beyond such period of time as may be prescribed by the
Nevada Commission may be guilty of a criminal offense. The Company is subject
to disciplinary action if, after it receives notice that a person is unsuitable
to be a stockholder or to have any other relationship with such Company or
Golden Road, the Company (i) pays that person any dividend or interest upon
voting securities of the Company, (ii) allows that person to exercise, directly
or indirectly, any voting right conferred through securities held by that
person, (iii) pays remuneration in any form to that person for services
rendered or otherwise, or (iv) fails to pursue all lawful efforts to require
such unsuitable person to relinquish his voting securities for cash at fair
market value.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation to file applications, be investigated
and be found suitable to own the debt security of a Registered Corporation. If
the Nevada Commission determines that a person is unsuitable to own such
security, then pursuant to the Nevada Act, the Registered Corporation can be
sanctioned, including the loss of its approvals, if without the prior approval
of the Nevada Commission, it: (i) pays to the unsuitable person any dividend,
interest, or any distribution whatsoever; (ii) recognizes any voting right by
such unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable person by way of principal, redemption, conversion, exchange,
liquidation or similar transaction.
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The Company is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record holder may
be required to disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company is also required to render
maximum assistance in determining the identity of the beneficial owner. The
Nevada Commission has the power to require the Company's stock certificates to
bear a legend indicating that the securities are subject to the Nevada Act.
The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. Such
approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of the
prospectus or the investment merits of the securities. Any representation to
the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated
and licensed as part of the approval process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Company's
Board of Directors in response to a tender offer made directly to the
Registered Corporation's stockholders for the purposes of acquiring control of
the Registered Corporation.
Licensee fees and taxes computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
-12-
taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where entertainment is
furnished in connection with the selling of food or refreshments. Nevada
licensees that hold a license as an operator of a slot route, a manufacturer or
a distributor also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed, registered, required
to be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside
of Nevada is required to deposit with the Nevada Board, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the expenses of
investigation of the Nevada Board of their participation in such foreign
gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, Licensees are required to
comply with certain reporting requirements imposed by the Nevada Act. A
licensee is also subject to disciplinary action by the Nevada Commission if it
knowingly violates any laws of the foreign jurisdiction pertaining to the
foreign gaming operation, fails to conduct the foreign gaming operation in
accordance with the standards of honesty and integrity required of Nevada
gaming operations, engages in activities that are harmful to the State of
Nevada or its ability to collect gaming taxes and fees, or employs a person in
the foreign operation who has been denied a license or finding of suitability
in Nevada on the ground of personal unsuitability.
EMPLOYEES
As of March 6, 2000, the Company had approximately 1,975 employees. None
of the Company's employees are covered by collective bargaining agreements.
The Company believes that its relationship with its employees is good.
ITEM 2. PROPERTIES
The Company's properties consist of:
(a) The approximately 13 acre site in Reno, Nevada on which the
Atlantis is situated, including the hotel towers, casino, restaurant facilities
and surrounding parking. These 13 acres are, in part or in whole, held subject
to trust deed encumbrances in favor of financial institutions totaling
approximately $81.7 million as of March 8, 2000.
(b) An approximately 16 acre site in Reno, Nevada adjacent to the
Atlantis and now connected to the Atlantis by the Sky Terrace, approximately
seven acres of which is paved and used for customer, employee and valet parking
and the remainder of which is undeveloped. This site is suitable and available
for future expansion of the Atlantis facilities, parking, or complimentary
resort and/or entertainment amenities. The Company has not determined what the
ultimate use of this site will be. These 16 acres are held subject to a trust
deed encumbrance in the approximate amount of $80.0 million as of March 8,
2000, which amount is also secured by the 13 acre site.
-13-
ITEM 3. LEGAL PROCEEDINGS
On April 26, 1994 and May 10, 1994, complaints in purported class action
lawsuits (William Poulos v. Caesars World, Inc. et al., Case No. 94-478-Civ-
Orl-22, and William H. Ahern v. Caesars World, Inc. et al., Case No. 94-532-
Civ-Orl-22, respectively) were filed in the United States District Court for
the Middle District of Florida (the "Florida Complaints") and were subsequently
transferred to the United States District Court for the District of Nevada,
Southern Division (the "Nevada District Court"). On September 26, 1995, a
complaint in a purported class action lawsuit (Larry Schrier v. Caesars World,
Inc. et al., Case No. 95-923-LDG (RJJ)) was filed in Nevada District Court
(along with the Florida Complaints, the "Complaints"). The Complaints allege
that manufacturers, distributors and casino operators of video poker and
electronic slot machines, including the Company, have engaged in a course of
conduct intended to induce persons to play such games based on a false belief
concerning how the gaming machines operate, as well as the extent to which
there is an opportunity to win on a given play. The Complaints charge
Defendants with violations of the Racketeer Influenced and Corrupt
Organizations Act, as well as claims of common law fraud, unjust enrichment and
negligent misrepresentation, and seek damages in excess of $1 billion without
any substantiation of that amount. The Nevada District Court consolidated the
actions (and one other action styled William Poulos v. American Family Cruise
Line, NV et al., Case No. CV -S-95-936-LDG (RLH), in which the Company is not a
named defendant). The parties are currently awaiting a decision from the
Nevada U.S. District Court on the issue of class certification. Management
believes that the substantive allegations in the Complaints are without merit
and intends vigorously to defend the allegations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of fiscal 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The Company's common stock trades on The Nasdaq Stock Market(SM)
under the symbol MCRI. The following table sets forth the high and low sales
prices of the Company's common stock, as reported by The Nasdaq Stock
Market(SM), during the periods indicated.
1999 1998
-------------- --------------
High Low High Low
------ ------ ------ ------
First quarter.......... 8 1/3 5 1/4 7 3/4 4 3/4
Second quarter.......... 7 5 1/3 7 5 3/8
Third quarter........... 7 3/4 5 1/2 6 1/2 5 3/8
Fourth quarter.......... 7 1/4 5 1/2 6 4 3/4
(b) As of March 15, 2000, there were approximately 136 holders of
record of the Company's common stock, and approximately 784 beneficial
stockholders.
-14-
(c) The Company paid no dividends in 1999 or 1998. The Company
presently intends to retain earnings to finance its operating activities and
does not anticipate declaring cash dividends in the foreseeable future. The
Company's bank loan agreement also contains provisions which limit Monarch's
ability to pay dividends to its stockholders. See Item 8, "FINANCIAL
STATEMENTS, Notes to Consolidated Financial Statements."
ITEM 6. SELECTED FINANCIAL DATA
Years ended December 31,
--------------------------------------------
(In thousands except per share amounts) 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------
OPERATING RESULTS
Casino revenues $48,345 $40,717 $37,254 $31,836 $30,072
Other revenues 43,227 31,802 30,365 29,476 30,099
--------------------------------------------
Gross revenues 91,572 72,519 67,619 61,312 60,171
Promotional allowances (12,707) (10,009) (8,504) (7,676) (6,772)
--------------------------------------------
Net revenues 78,866 62,511 59,115 53,636 53,399
Income from operations 3,982 9,039 9,159 6,049 6,351
Income (loss) before income
tax and extraordinary item (945) 5,681 5,722 1,298 2,323
Income (loss) before
extraordinary item (585) 3,760 3,710 830 1,564
Net income (loss) $ (585) $ 3,760 $ 3,526 $ 830 $ 1,564
======= ======= ======= ======= =======
- ----------------------------------------------------------------------------------------
INCOME PER SHARE OF COMMON STOCK
Income (loss) before extraordinary item
Basic $ (0.06) $ 0.40 $ 0.39 $ 0.09 $ 0.16
Diluted $ (0.06) $ 0.40 $ 0.39 $ 0.09 $ 0.16
Net income (loss)
Basic $ (0.06) $ 0.40 $ 0.37 $ 0.09 $ 0.16
Diluted $ (0.06) $ 0.40 $ 0.37 $ 0.09 $ 0.16
Weighted average number of common shares
and potential common shares outstanding
Basic 9,436 9,436 9,444 9,502 9,536
Diluted 9,436 9,502 9,479 9,502 9,536
- ----------------------------------------------------------------------------------------
OTHER DATA
EBITDA $ 11,720 $13,475 $13,284 $10,191 $10,370
Depreciation and amortization $ 7,738 $ 4,436 $ 4,125 $ 4,142 $ 4,020
Interest expense $ 4,742 $ 2,403 $ 3,437 $ 3,627 $ 4,087
Capital expenditures $ 46,132 $27,206 $ 2,270 $ 2,838 $ 2,148
- ----------------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $132,310 $96,732 $67,828 $67,379 $69,269
Current maturities of long-term debt $ 7,334 $ 850 $ 2,244 $ 3,487 $ 3,993
Long-term debt, less current maturities $ 82,236 $52,310 $32,908 $37,602 $39,069
Stockholders' equity $ 25,869 $26,453 $22,694 $19,001 $18,435
-15-
1999 includes a $184 thousand loss on disposal of fixed assets.
1998 includes a non-cash disposal of fixed assets charge of $956 thousand, primarily from
demolition relating to the start of the Atlantis Expansion.
1997 includes a $185 thousand non-cash extraordinary loss on early retirement of
debt, net of applicable income tax benefit.
1996 includes non-cash fixed asset impairment charge of $1.3 million (before
minority interests), relating to the write down of the Company's investment in Sea World.
1995 includes a $433 thousand provision for litigation expenses related to two
unfavorable judgments rendered in unrelated cases, and a $459 thousand charge
for asset impairment associated with changing the name of the Company's hotel
casino to the Atlantis Casino Resort.
"EBITDA" consists of income from operations plus depreciation and amortization.
EBITDA should not be construed as an alternative to operating income (as determined
in accordance with generally accepted accounting principles) as an indicator of the
Company's operating performance, or as an alternative to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) as a measure of liquidity. This item enables comparison of the
Company's performance with the performance of other companies that report EBITDA,
although some companies do not calculate this measure in the same manner and therefore, the
measure as presented, may not be comparable to similarly titled measures presented by other
companies.
Includes amounts financed with debt or capitalized lease obligations.
The Company paid no dividends during the five year period ended December 31, 1999.
-16-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as statements relating to anticipated expenses, capital spending and
financing sources. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties include,
but are not limited to, those relating to competitive industry conditions,
expansion of Indian casinos in California, Reno-area tourism conditions,
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), the regulation of the gaming
industry (including actions affecting licensing), outcome of litigation,
domestic or global economic conditions and changes in federal or state tax laws
or the administration of such laws.
RESULTS OF OPERATIONS
1999 Compared with 1998
For the year ended December 31, 1999, the Company had a loss of $0.6
million, or $0.06 per share, on net revenues of $78.9 million, compared to
earnings of $3.8 million, or $0.40 per share, on net revenues of $62.5 million
for the year ended December 31, 1998. The Company's income from operations
totaled $4.0 million for 1999 compared to $9.0 million for 1998. The Company
believes the Atlantis continued to benefit in 1999 from the rapid growth
occurring in the residential and industrial communities south of the Atlantis
in Reno, and from the increasing popularity of the Atlantis with visitors to
the Reno area. The Company believes its results were detrimentally impacted in
1999 by disruptions and pre-opening costs associated with the Atlantis
Expansion, which involved major construction activity on both sides of the
Atlantis during the first and second quarters of the year and expansion related
disruptions into the third quarter of the year.
Casino revenues totaled $48.3 million in 1999, up 18.7% from $40.7 million
in 1998, driven by increases in both slot and table game win. Revenue from
slot and video poker machines ("slot machines") increased approximately 18.8%
in 1999 compared to 1998 due to an almost 30% increase in the number of slot
machines on average for the year. Table game win increased approximately 16.5%
in 1999 compared to 1998 due to an increase in table game drop and an almost 8%
increase in the number of table games on average for the year. Casino
operating expenses were 44.8% of casino revenues in 1999, compared to 43.7% in
1998, primarily as a result of higher promotional allowance costs in 1999.
Food and beverage revenues increased in 1999, up 38.6% to $25.2 million
from $18.2 million in 1998. Food and beverage operating expenses increased,
amounting to 64.1% of food and beverage revenues in 1999 compared to 54.2% in
1998. The increase is primarily due to a combination of increased food and
payroll costs.
-17-
Hotel revenues totaled $14.8 million in 1999, an increase of 35.3% from
$10.9 million in 1998, driven by a 36.3% increase in the Atlantis' average
number of rooms occupied and a 1.6% increase in the Atlantis' average daily
room rate ("ADR"). ADR was $55.16 in 1999, compared to $56.23 in 1998. The
average occupancy rate at Atlantis was 86.8% in 1999 compared to 88.0% in 1998.
Hotel operating expenses amounted to 33.0% of hotel revenues in 1999, compared
to 32.6% in 1998, with the slight increase reflecting increased operating
inefficiencies during the final period of construction in the first half of the
year and the opening of new rooms.
Other revenues increased approximately 20.3% in 1999 to $3.2 million from
$2.7 million in 1998, primarily reflecting increased revenues from the Atlantis
retail outlet. Other expenses were approximately 35.1% of other revenues in
1999, up from 17.9% in 1998, primarily due to opening a second gift shop.
Selling, general and administrative ("SG&A") expenses totaled 29.6% of net
revenues in 1999, compared to 27.7% in 1998, with the increase primarily
reflecting higher personnel costs and higher marketing costs in 1999. This
increase in part reflects additional marketing and administrative staff added
for the 1999 opening of the Atlantis Expansion, as well as additional operating
expenses associated with the Atlantis Expansion.
Interest expense for 1999 totaled $4.7 million, up from $2.4 million in
1998, reflecting an increase in the Company's debt from the Atlantis expansion
and the capitalization of certain interest costs in 1999. In 1999, the Company
capitalized approximately $1.6 million in interest costs related to
construction activities at the Atlantis compared to $0.4 million in 1998.
The Company incurred a non-cash expense of $0.2 million in the fourth
quarter of 1999 for the disposal of certain fixed assets and a non-cash expense
of $1.0 million in 1998 in conjunction with the Atlantis Expansion, including
certain exterior walls, door and windows that had to be removed to make way for
the expanded facilities.
1998 Compared with 1997
For the year ended December 31, 1998, the Company earned $3.8 million, or
$.40 per share, on net revenues of $62.5 million, compared to earnings of $3.5
million, or $.37 per share, on net revenues of $59.1 million for the year ended
December 31, 1997. The Company's income from operations totaled $9.0 million
for 1998 compared to $9.2 million for 1997. The Company believes the Atlantis
continued to benefit in 1998 from the rapid growth occurring in the residential
and industrial communities south of the Atlantis in Reno, and from the
increasing popularity of the Atlantis with visitors to the Reno area. The
Company also believes its results were positively impacted in 1998 by the
American Bowling Congress tournament, which ran from March through June 1998 at
the National Bowling Stadium in downtown Reno and which brought approximately
90,000 visitors to the Reno area. However, the Company also believes its
results were detrimentally impacted in 1998 by unusually severe winter weather
in the first quarter of the year and by disruptions associated with the
Atlantis Expansion, which involved major construction activity on both sides of
the Atlantis during the third and fourth quarters of the year.
-18-
Casino revenues totaled $40.7 million in 1998, up 9.3% from $37.3 million
in 1997, driven by increases in both slot and table game win. Revenue from
slot machines increased approximately 8% in 1998 compared to 1997 due to an
increase in the average daily win per slot machine. Table game win increased
approximately 16% in 1998 compared to 1997 due to an increase in table game
drop and an improvement in table game hold. Casino operating expenses amounted
to 43.7% of casino revenues in 1998, compared to 43.1% in 1997.
Food and beverage revenues were up slightly in 1998, rising approximately
2% to $18.2 million from $17.8 million in 1997. Food and beverage operating
expenses were basically unchanged, amounting to 54.2% of food and beverage
revenues in 1998 compared to 54.3% in 1997.
Hotel revenues totaled $10.9 million in 1998, up more than 7% from $10.2
million in 1997, driven by a 2.1 point improvement in the Atlantis' occupancy
rate and a 5% increase in the Atlantis' ADR. ADR was $56.23 in 1998, compared
to $53.50 in 1997. The average occupancy rate at Atlantis was 88.0% in 1998
compared to 85.9% in 1997. Hotel operating expenses amounted to 32.6 % of
hotel revenues in 1998, compared to 36.4% in 1997, with the improvement
reflecting increased operating efficiencies and a higher level of revenue from
which to offset the relatively high level of fixed costs of the hotel
operation.
Other revenues increased approximately 15.5% in 1998 to $2.7 million from
$2.3 million in 1997, primarily reflecting increased revenues from the
Atlantis' retail outlet. Other expenses equaled 17.9% of other revenues in
1998, down slightly from 18.5% in 1997.
SG&A expenses totaled 27.7% of net revenues in 1998, compared to 27.0% in
1997, with the increase primarily reflecting higher personnel costs and higher
marketing costs in 1998. This increase in part reflects additional marketing
and administrative staff added in preparation for the 1999 opening of the
Atlantis Expansion, as well as additional operating expenses associated with
the Atlantis Expansion.
Interest expense for 1998 totaled $2.4 million, down from $3.4 million in
1997, reflecting lower average interest rates on the Company's debt and the
capitalization of certain interest costs in 1998. In 1998, the Company
capitalized approximately $0.4 million in interest costs related to
construction activities at the Atlantis. During 1997, there was no capitalized
interest.
The Company incurred a non-cash expense of $1.0 million in the fourth
quarter of 1998 for the disposal of certain fixed assets in conjunction with
the Atlantis Expansion, including certain exterior walls, doors and windows
that had to be removed to accommodate the expanded facilities.
-19-
OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS
The recent constitutional amendment approved by California voters allowing
the expansion of Indian casinos in California will have an impact on casino
revenues in Nevada in general, and many analysts have predicted the impact will
be more significant on the Reno-Lake Tahoe market. The extent of this impact
is difficult to predict, but the Company believes that the impact on the
Company will be mitigated to an extent due to the Atlantis' emphasis on Reno
area residents as a significant base of its business. However, if other Reno
area casinos suffer business losses due to increased pressure from California
Indian casinos, they may intensify their marketing efforts to Reno area
residents as well. However, the Company's numerous amenities such as a wide
array of restaurants and other venues are a key factor in the Company's ability
to attract Reno area residents which competitor facilities will not easily be
able to match.
The Company also believes that the legalization of unlimited land-based
casino gaming in or near any major metropolitan area in the Atlantis' key
marketing areas, such as San Francisco or Sacramento, could have a material
adverse effect on its business.
The gaming industry represents a significant source of tax revenues to the
State of Nevada. A recent proposal in Nevada would increase the tax on gaming
revenues from 6.25% to 11.25%. If enacted, this proposal would have a material
impact on the Company's results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its daily hotel and casino activities
with net cash provided by operating activities. For the years 1999, 1998, and
1997, net cash provided by operating activities totaled $11.1 million, $8.7
million, and $9.5 million, respectively. During each of the three years, net
cash provided by operating activities was sufficient to fund the day to day
operating expenses of the Company.
Net cash used in investing activities, which consisted of acquisitions of
property and equipment and the completion of the Atlantis Expansion, totaled
$38.3 million, $26.1 million, and $1.6 million in 1999, 1998,and 1997,
respectively. Total capital expenditures, including amounts financed, were
$46.1 million, $34.5 million, and $2.2 million in 1999, 1998, and 1997,
respectively. Capital expenditures during 1999 and 1998 primarily reflect
construction costs, fixtures, and equipment associated with the Atlantis
Expansion, and the expenditures for 1997 were primarily directed toward ongoing
refurbishment and enhancement of the Atlantis, including equipment replacement.
The Company funded the majority of these costs with borrowings available under
its $80 million construction credit facility and $4.5 million equipment credit
facility (the principal terms of which are summarized in Note 4 in the Notes to
Consolidated Financial Statements, see Item 8, "FINANCIAL STATEMENTS, Notes to
Consolidated Financial Statements"), together with cash flow from operations.
At December 31, 1999, the outstanding balance of the Credit Facilities was $80
million and $4 million, respectively.
Net cash provided by financing activities totaled $28.6 million in 1999
and $16.9 million in 1998, as a result of the Company borrowing funds under its
bank credit facilities to finance the construction of the Atlantis
-20-
expansion. Net cash used in financing activities in 1997 totaled $6.3 million,
with the funds being used primarily to reduce long-term debt. The Company also
used funds in 1997 to repurchase its common stock on the open market.
The Company believes that its existing cash balances and cash flow from
operations will provide the Company with sufficient resources to fund its
operations, meet its debt repayment obligations, and fund its other capital
expenditure requirements; however, the Company's operations are subject to
financial, economic, competitive, regulatory, and other factors, many of which
are beyond its control. The Company's credit facility restricts additional
debt incurrence. If the Company is unable to generate sufficient cash flow, it
could be required to adopt one or more alternatives, such as reducing, delaying
or eliminating planned capital expenditures, selling assets, restructuring debt
or obtaining additional equity capital.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 8. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
MONARCH CASINO & RESORT, INC.:
We have audited the accompanying consolidated balance sheet of Monarch
Casino & Resort, Inc., (a Nevada Corporation) and subsidiary as of December 31,
1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended. 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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Monarch Casino & Resort,
Inc. and subsidiary as of December 31, 1999, and the results of their
operations and their cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States.
/s/Arthur Andersen LLP
Las Vegas, Nevada
February 11, 2000
-21-
ITEM 8A. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF
MONARCH CASINO & RESORT, INC.
We have audited the accompanying consolidated balance sheet of Monarch
Casino & Resort, Inc. as of December 31, 1998, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the two
years in the period ended December 31, 1998. 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 generally accepted auditing
standards. 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 Monarch Casino
& Resort, Inc. as of December 31, 1998, and the consolidated results of its
operations and its consolidated cash flows for each of the two years in the
period ended December 31, 1998, in conformity with generally accepted
accounting principles.
/s/Grant Thornton LLP
Reno, Nevada
January 29, 1999
-22-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31,
-------------------------------------------
1999 1998 1997
------------ ------------ ------------
Revenues
Casino................................ $ 48,344,843 $ 40,716,535 $ 37,254,033
Food and beverage..................... 25,189,207 18,169,375 17,841,009
Hotel................................. 14,807,903 10,948,283 10,199,911
Other................................. 3,230,489 2,685,012 2,323,885
------------ ------------ ------------
Gross revenues..................... 91,572,442 72,519,205 67,618,838
Less promotional allowances........... (12,706,786) (10,008,673) (8,504,072)
------------ ------------ ------------
Net revenues....................... 78,865,656 62,510,532 59,114,766
------------ ------------ ------------
Operating expenses
Casino................................ 21,659,138 17,800,326 16,043,256
Food and beverage..................... 16,135,529 9,850,599 9,682,253
Hotel................................. 4,889,968 3,567,021 3,710,462
Other................................. 1,132,640 479,560 430,471
Selling, general and administrative... 23,328,208 17,337,640 15,964,188
Depreciation and amortization......... 7,738,029 4,436,249 4,125,408
------------ ------------ ------------
Total operating expenses........... 74,883,512 53,471,395 49,956,038
------------ ------------ ------------
Income from operations............. 3,982,144 9,039,137 9,158,728
------------ ------------ ------------
Other income (expense)
Interest expense, net................. (4,742,475) (2,402,562) (3,436,650)
Disposal of fixed assets.............. (184,206) (955,836) -
------------ ------------ ------------
Total other........................ (4,926,681) (3,358,398) (3,436,650)
------------ ------------ ------------
Income (loss) before income
taxes and extraordinary item...... (944,537) 5,680,739 5,722,078
Provision (benefit) for income taxes.... (359,672) 1,920,957 2,011,930
------------ ------------ ------------
Income (loss) before extraordinary
item.............................. (584,865) 3,759,782 3,710,148
Extraordinary item - loss on
early retirement of debt, net
of applicable income tax
benefit of $95,057..................... - - (184,524)
------------ ------------ ------------
Net income (loss).................. $ (584,865) $ 3,759,782 $ 3,525,624
============ ============ ============
INCOME PER SHARE OF COMMON STOCK
Income (loss) before extraordinary item
Basic.............................. $ (0.06) $ 0.40 $ 0.39
Diluted............................ $ (0.06) $ 0.40 $ 0.39
Net income (loss)
Basic.............................. $ (0.06) $ 0.40 $ 0.37
Diluted............................ $ (0.06) $ 0.40 $ 0.37
Weighted average number of
common shares and potential
common shares outstanding
Basic.............................. 9,436,275 9,436,275 9,444,333
Diluted............................ 9,436,275 9,502,327 9,479,359
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-23-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
1999 1998
------------ ------------
ASSETS
Current assets
Cash........................................ $ 6,367,507 $ 4,919,143
Receivables, net............................ 1,954,447 1,283,129
Related party receivables................... 83,205 22,315
Inventories................................. 1,456,602 747,364
Prepaid expenses............................ 1,600,249 1,917,429
Prepaid federal income tax.................. 443,870 449,226
Deferred income taxes....................... 1,174,626 432,874
------------ ------------
Total current assets..................... 13,080,506 9,771,480
------------ ------------
Property and equipment
Land........................................ 10,339,530 10,339,530
Land improvements........................... 3,034,095 -
Buildings................................... 78,432,078 35,335,973
Furniture and equipment..................... 49,392,494 24,667,318
Improvements................................ 4,462,520 4,969,881
------------ ------------
145,660,717 75,312,702
Less accumulated
depreciation and amortization.............. (27,964,180) (22,125,039)
------------ ------------
117,696,537 53,187,663
Construction in progress.................... - 32,669,282
------------ ------------
Net property and equipment............... 117,696,537 85,856,945
Other assets, net............................. 877,382 1,103,535
------------ ------------
$ 131,654,425 $ 96,731,960
============ ============
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-24-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
1999 1998
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........ $ 7,333,921 $ 850,498
Accounts payable............................ 7,238,084 3,441,829
Accounts payable construction............... 942,264 7,275,617
Accrued expenses............................ 5,156,363 4,152,237
Federal income taxes payable................ 213,686 -
------------ ------------
Total current liabilities................ 20,884,318 15,720,181
Long-term debt, less current maturities....... 82,235,509 52,309,785
Deferred income taxes......................... 2,666,017 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........................... 8,861,305 9,446,170
------------ ------------
Total stockholders' equity............... 25,868,581 26,453,446
------------ ------------
$131,654,425 $ 96,731,960
============ ============
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-25-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
-------------------- Additional Retained
Shares Paid-in Earnings Treasury
Outstanding Amount Capital (Deficit) Stock Total
----------- -------- ------------ ----------- -------- ------------
Balance, January 1, 1997 9,453,275 $ 95,363 $ 17,008,779 $ 2,160,764 $(264,000) $ 19,000,906
Net income - - - 3,525,624 - 3,525,624
Treasury stock acquired,
at cost (17,000) - - - (65,875) (65,875)
Other - - 233,009 - - 233,009
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1997 9,436,275 95,363 17,241,788 5,686,388 (329,875) 22,693,664
Net income - - - 3,759,782 - 3,759,782
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1998 9,436,275 95,363 17,241,788 9,446,170 (329,875) 26,453,446
Net loss - - - (584,865) - (584,865)
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1999 9,436,275 $ 95,363 $ 17,241,788 $ 8,861,305 $(329,875) $ 25,868,581
=========== ======== ============ =========== ========= ============
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-26-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
------------------------------------------
1999 1998 1997
------------ ------------ ------------
Cash flows from operating activities:
Net income (loss)............................ $ (584,865) $ 3,759,782 $ 3,525,624
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization.............. 7,919,120 4,616,722 4,308,991
(Gain) loss on disposal of assets.......... 184,206 955,836 (4,589)
Deferred income taxes...................... (324,283) 623,674 949,009
Increase in receivables, net............... (732,208) (393,205) (343,124)
(Increase) decrease in inventories......... (709,238) 93,419 (210,664)
(Increase) decrease in prepaid expenses.... 322,536 (856,913) (164,794)
(Increase) decrease in other assets........ 41,599 (1,884) 304,854
Increase (decrease) in accounts payable.... 3,796,255 (669,628) 108,691
Increase in accrued expenses
and federal income taxes payable........... 1,217,812 527,412 980,769
------------ ------------ ------------
Net cash provided by
operating activities..................... 11,130,934 8,655,215 9,454,767
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets................. 39,993 8,170 188,040
Acquisition of property and equipment........ (31,964,910) (26,145,674) (1,820,935)
Payment on accounts payable construction..... (6,333,353) - -
------------ ------------ ------------
Net cash used in investing activities..... (38,258,270) (26,137,504) (1,632,895)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from long-term borrowings........... 30,671,549 21,385,842 32,810,000
Principal payments on long-term debt......... (2,095,849) (4,437,430) (39,085,029)
Acquisition of treasury stock................ - - (65,875)
------------ ------------ ------------
Net cash provided by
(used in) financing activities............ 28,575,700 16,948,412 (6,340,904)
------------ ------------ ------------
Net increase (decrease) in cash........... 1,448,364 (533,877) 1,480,968
Cash at beginning of period.................... 4,919,143 5,453,020 3,972,052
------------ ------------ ------------
Cash at end of period.......................... $ 6,367,507 $ 4,919,143 $ 5,453,020
============ ============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest, net of
capitalized interest....................... $ 4,880,664 $ 1,850,321 $ 3,590,323
Capitalized interest......................... $ 1,550,916 $ 432,835 $ -
Cash paid for income taxes................... $ - $ 1,987,479 $ 610,000
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts...... $ 7,833,446 $ 8,336,347 $ 336,926
Capitalized loan costs included
in accounts payable......................... - - $ 1,185,000
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-27-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Monarch Casino & Resort, Inc. ("Monarch") was incorporated in 1993.
Monarch's wholly-owned subsidiary, Golden Road Motor Inn, Inc. ("Golden Road"),
operates the Atlantis Casino Resort (the "Atlantis"), a hotel/casino facility
in Reno, Nevada. Unless stated otherwise, the "Company" refers to Monarch and
its wholly-owned subsidiary Golden Road.
Until December 1999, Monarch Casino & Resort, Inc. owned two other
subsidiaries, Dunes Marina Resort & Casino, Inc.("Dunes Marina"), and Sea World
Processors, Inc. ("Sea World"). Dunes Marina and Sea World had been inactive
for several years and had virtually no assets or liabilities. In December
1999, both corporations were dissolved.
The consolidated financial statements include the accounts of Monarch and
Golden Road. Intercompany balances and transactions are eliminated.
Use of Estimates
In preparing these financial statements in conformity with generally
accepted accounting principles, 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 and 1997 consolidated financial statements
have been reclassified to conform with the 1999 presentation. These
reclassifications had no effect on the previously reported net income.
Capitalized Interest
The Company capitalizes interest costs associated with debt incurred in
connection with major construction projects. When no debt is specifically
identified as being incurred in connection with a construction project, the
Company capitalizes interest on amounts expended on the project at the
Company's average cost of borrowed money. Interest capitalization is ceased
when the project is substantially complete. The amounts capitalized during the
years ended December 31, 1999, 1998, and 1997 were $1,550,916, $432,835, and
$0, respectively.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.
-28-
Related Party Receivables
Receivables from officers, employees, or affiliated companies are
primarily for banquet related services, and are priced at the retail value of
the goods or services provided.
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:
Buildings..........30-40 years
Furniture.......... 5-10 years
Equipment.......... 5-20 years
Improvements.......15-40 years
Casino Revenues
Casino revenues represent the net win from gaming activity, which is the
difference between wins and losses. Additionally, net win is reduced by a
provision for anticipated payouts on progressive jackpots.
Promotional Allowances
The retail value of hotel, food and beverage services provided to
customers without charge is included in gross revenue and deducted as
promotional allowances. The estimated departmental costs of providing such
promotional allowances are included in casino costs and expenses as follows:
Years ended December 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
Food and beverage....... $ 6,769,700 $ 5,644,800 $ 5,393,000
Hotel................... 1,424,700 930,600 360,900
Other................... 105,400 198,700 40,100
----------- ----------- -----------
$ 8,299,800 $ 6,774,100 $ 5,794,000
=========== =========== ===========
Advertising Costs
All advertising costs are expensed as incurred. Advertising expense was
$3,314,101, $1,897,036, and $1,940,628 for 1999, 1998, and 1997, respectively.
-29-
Disposal of Fixed Assets
In 1999, there was a loss on disposal of fixed assets of $184 thousand,
primarily related to the disposal of obsolete assets. In 1998, there was a
loss on disposal of fixed assets of $956 thousand, primarily from the
demolition of assets relating to the start of the Atlantis Expansion.
Income Taxes
Income taxes are recorded in accordance with the liability method
specified by Statement of Financial Accounting Standards ("SFAS") No. 109
"Accounting for Income Taxes." Under the asset and liability approach for
financial accounting and reporting for income taxes, the following basic
principles are applied in accounting for income taxes at the date of the
financial statements: (a) a current liability or asset is recognized for the
estimated taxes payable or refundable on taxes for the current year; (b) a
deferred tax liability or asset is recognized for the estimated future tax
effects attributable to temporary differences and carryforwards; (c) the
measurement of current and deferred tax liabilities and assets is based on the
provisions of the enacted tax law; the effects of future changes in tax laws or
rates are not anticipated; and (d) the measurement of deferred taxes is
reduced, if necessary, by the amount of any tax benefits that, based upon
available evidence, are not expected to be realized.
Pre-Opening Costs
During April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5 "Reporting of the Costs of Start-up
Activities" effective for fiscal years beginning after December 15, 1998. The
new standard requires that all companies expense costs of "start-up" activities
as the costs are incurred. The term "start-up" includes pre-opening, pre-
operating, and organization activities. Accordingly, the Company has no
capitalized "start-up" costs as of December 31, 1999 and all "start-up" costs
related to projects were expensed as incurred in 1999. The impact of the
adoption of SOP 98-5 on the 1999 consolidated financial statements was not
material.
Earnings Per Share
In 1997, the Company adopted the provisions of SFAS No. 128 "Earnings Per
Share." SFAS No. 128 replaces previously reported earnings per share with
"basic" earnings per share and "diluted" earnings per share. Basic earnings
per share is computed by dividing reported net earnings by the weighted-average
number of common shares outstanding during the period. Diluted earnings per
share reflects the additional dilution for all potentially dilutive securities
such as stock options. In accordance with SFAS No. 128, when an entity has a
loss from continuing operations, no potential common shares shall be included
in the computation of any diluted per share amount. As such, potential
dilution has not been considered in the calculations for 1999.
-30-
The weighted-average number of common and common equivalent shares used in
the calculation of basic and diluted earnings per share is as follows:
1999 1998 1997
----------- ----------- -----------
Basic........................... 9,436,275 9,436,275 9,444,333
Diluted......................... 9,436,275 9,502,327 9,479,359
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,
------------------------------------------------------
1999 1998 1997
---------------- ---------------- ----------------
Per Share Per Share Per Share
Shares Amount Shares Amount Shares Amount
------ --------- ------ --------- ------ ---------
Income (loss) before
extraordinary item
Basic..................... 9,436 $(0.06) 9,436 $0.40 9,444 $0.39
Effect of dilutive
stock options............ - - 66 - 35 -
------ --------- ------ --------- ------ ---------
Diluted................... 9,436 $(0.06) 9,502 $0.40 9,479 $0.39
====== ========= ====== ========= ====== =========
Net income (loss)
Basic..................... 9,436 $(0.06) 9,436 $0.40 9,444 $0.37
Effect of dilutive
stock options........... - - 66 - 35 -
------ --------- ------ --------- ------ ---------
Diluted................... 9,436 $(0.06) 9,502 $0.40 9,479 $0.37
====== ========= ====== ========= ====== =========
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:
1999 1998 1997
----------- ----------- -----------
Options to purchase shares of
common stock (in thousands).... - 16 26
Exercise prices.................. - $5.88-$8.06 $4.88-$8.06
Expiration dates................. - 6/99-5/08 9/98-6/00
In accordance with SFAS No. 128, no options were included in the
computation of diluted earnings per share in 1999 because the Company reported
a loss and the effect of the options would be anti-dilutive.
-31-
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 have been determined by the
Company, using available market information and valuation methodologies.
However, considerable judgment is required to develop the estimates of fair
value; thus, the estimates provided herein are not necessarily indicative of
the amounts that the Company could realize in a current market exchange.
The carrying amounts of cash, receivables, accounts payable and accrued
expenses, and current installments of long-term debt approximate fair value
because of the short-term nature of these instruments.
The fair value of long-term debt is estimated based on the current
borrowing rates offered to the Company for debt of the same remaining
maturities.
It is estimated that the carrying amounts of all of the Company's
financial instruments approximate fair value at December 31, 1999.
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.
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
December 31,
-------------------------
1999 1998
----------- -----------
Casino....................... $ 1,663,128 $ 975,131
Hotel........................ 891,290 411,473
Other........................ 49,043 62,103
----------- -----------
2,603,461 1,448,707
Less allowance for
doubtful accounts.......... (649,014) (165,578)
----------- -----------
$ 1,954,447 $ 1,283,129
=========== ===========
-32-
NOTE 3. ACCRUED EXPENSES
Accrued expenses consist of the following:
December 31,
-------------------------
1999 1998
----------- -----------
Accrued salaries, wages
and related benefits............ $ 2,352,310 $ 1,506,699
Progressive slot machine
and other gaming accruals....... 942,475 1,175,361
Accrued gaming taxes.............. 199,780 174,508
Accrued interest.................. 420,895 559,084
Other accrued liabilities......... 1,240,903 736,585
----------- -----------
$ 5,156,363 $ 4,152,237
=========== ===========
NOTE 4. LONG-TERM DEBT
Long-term debt consists of the following:
December 31,
----------------------------
1999 1998
------------- -------------
Amounts outstanding under bank reducing revolving
credit facility, collateralized by substantially
all property and equipment of Golden Road and guaranteed
by Monarch and its three largest stockholders, with
floating interest rates tied to a base rate approximately
equal to the prime rate or LIBOR (at the Company's option)
plus a margin which fluctuates according to the Company's
ratio of funded debt to EBITDA. At December 31, 1999,
the weighted average interest rate was approximately 9.16%.
The loan matures in June 2004, with all unpaid interest
and principal due and payable at that time.................... $ 80,000,000 $ 50,328,451
Note payable to bank, collateralized by real property and
guaranteed by Monarch and its three largest stockholders,
with floating interest rates equal to the three month
LIBO rate plus a margin which fluctuates according to
the Company's ratio of funded debt to EBITDA. At
December 31, 1999, the interest rate was approximately 9.585%.
Interest and scheduled principal payments are payable quarterly
until June, 2004, with all unpaid interest and principal due
and payable at that time........................................ 1,685,097 1,855,097
Amount outstanding under bank promissory note, unsecured
and guaranteed by Monarch's three largest stockholders,
with a variable initial interest rate of 9% and adjusted
based on an independent index plus 0.5 percentage points
over the index. Interest is paid monthly and the note
matures on April 5, 2001...................................... 1,000,000 -
-33-
Amounts outstanding under bank credit facility,
collateralized by furniture, fixtures and equipment and
guaranteed in full by Monarch and in part by Monarch's
three largest stockholders, with interest rates on
advances fixed at a margin over five year U.S. Treasury
notes. At December 31, 1999, the Company's weighted
average interest rate was 7.44%. Each advance under the
credit facility is repaid in 60 monthly installments of
principal and interest....................................... 4,012,523 339,795
Slot purchase contracts, collateralized by equipment,
maturing in 2001. Contracts are non-interest
bearing...................................................... 2,852,956 515,736
Notes payable, collateralized by equipment, with
principal and interest due monthly through 2001.............. 18,854 121,204
------------ ------------
$ 89,569,430 $ 53,160,283
Less current maturities....................................... (7,333,921) (850,498)
------------ ------------
$ 82,235,509 $ 52,309,785
============ ============
THE CREDIT FACILITY. The Company has an $80 million reducing revolving
term loan credit facility (the "Credit Facility") with a consortium of banks.
The Credit Facility is a direct obligation of Golden Road, and is guaranteed by
Monarch. The Credit Facility is also guaranteed individually by John Farahi,
Co-Chairman of the Board, Chief Executive Officer and Chief Operating Officer
of Monarch and Golden Road and General Manager of the Atlantis; Bahram (Bob)
Farahi, Co-Chairman of the Board and President of Monarch and Golden Road; and
Behrouz (Ben) Farahi, Co-Chairman of the Board, Chief Financial Officer,
Secretary and Treasurer of Monarch and Golden Road.
The Company will be able to utilize proceeds from the Credit Facility for
working capital needs and general corporate purposes relating to the Atlantis
and for ongoing capital expenditure requirements at the Atlantis.
At the Company's option, borrowings under the Credit Facility can accrue
interest at a rate designated by the agent bank as its base rate (the "Base
Rate") or at the London Interbank Offered Rate ("LIBOR") for one, two, three or
six month periods. The rate of interest paid by the Company will include a
margin added to either the Base Rate or to LIBOR that is tied to the Company's
ratio of funded debt to EBITDA (the "Leverage Ratio"). Depending on the
Company's Leverage Ratio, this margin can vary between 0.00 percent and 2.00
percent above the Base Rate, and between 1.50 percent and 3.50 percent above
LIBOR. At December 31, 1999, the applicable margin was the Base Rate plus
2.0%, and the applicable LIBOR margin was LIBOR plus 3.5%. The Base Rate at
December 31, 1999 was 10.5%, and the LIBOR rates were for various time periods
and ranged in interest rates from 9.14% to 9.21%. At December 31, 1999, the
Company had no Base Rate loans outstanding and had three LIBOR loans
outstanding totaling $80 million.
The maturity date of the Credit Facility is June 30, 2004. Beginning July
1, 2000, the maximum principal available under the Credit Facility will reduce
quarterly from $80 million by an aggregate of $40 million in increasing
increments ranging from $1.5 million to $6 million per quarter. The Company
may prepay borrowings under the Credit Facility without penalty (subject to
certain charges applicable to the prepayment of LIBOR borrowings prior to the
-34-
end of the applicable interest period) so long as the amount repaid is at least
$200 thousand and a multiple of $10 thousand. Amounts prepaid under the Credit
Facility may be reborrowed so long as the total borrowings outstanding do not
exceed the maximum principal available. The Company may also permanently
reduce the maximum principal available under the Credit Facility at any time so
long as the amount of such reduction is at least $500 thousand and a multiple
of $50 thousand.
The Credit Facility is secured by liens on substantially all of the real
and personal property of Golden Road, as well as by the aforementioned parent
and personal guarantees. The Credit Facility contains covenants customary and
typical for a facility of this nature, including, but not limited to, covenants
requiring the preservation and maintenance of the Company's assets (including
provisions requiring that a minimum amount equal to two percent of the
Company's gaming revenues each year must be expended on capital expenditures at
the Atlantis), and covenants restricting the Company's ability to merge,
transfer ownership of Golden Road, incur additional indebtedness, encumber
assets, and make certain investments. The Credit Facility also contains
covenants requiring the Company to maintain certain financial ratios, and
provisions restricting transfers between Golden Road and Monarch and between
Golden Road and other specified persons. The Credit Facility also contains
provisions requiring the achievement of certain financial ratios before the
Company can repurchase its common stock or pay or declare dividends.
The Company paid various fees and other loan costs upon the closing of the
Credit Facility that are being amortized over the term of the Credit Facility
using the effective interest rate method. As of January 2000, the Company will
be required to pay a fee equal to three eighths of one percent per annum on the
average unused portion of the Credit Facility.
Annual maturities of long-term debt as of December 31, 1999, are as
follows:
Years ending
December 31,
------------
2000.......... $ 7,333,921
2001.......... 8,786,336
2002.......... 9,341,912
2003.......... 11,407,259
2004.......... 52,700,002
Thereafter -
------------
$ 89,569,430
============
-35-
NOTE 5. INCOME TAX
Income tax provision (benefit) consists of the following:
Years ended December 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
Current provision.(benefit)........... $ (655,843) $ 1,297,283 $ 1,062,921
Deferred provision.................... 296,171 623,674 949,009
----------- ----------- -----------
$ (359,672) $ 1,920,957 $ 2,011,930
=========== =========== ===========
The difference between the Company's provision (benefit) for federal
income taxes as presented in the accompanying Consolidated Statements of
Operations, and the provision (benefit) for income taxes computed at the
statutory rate is comprised of the items shown in the following table as a
percentage of pre-tax earnings.
Years ended December 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
Income tax at the statutory rate...... (34.0)% 34.0% 34.0%
Non-deductible expenses............... 3.5% 1.7% 1.2%
Tax credits........................... (7.6)% (1.2)% -
Other, net............................ - (0.7)% -
----------- ----------- -----------
(38.1)% 33.8% 35.2%
=========== =========== ===========
The components of the deferred income tax assets and liabilities at
December 31, 1999 and 1998, as presented in the Consolidated Balance Sheets,
are as follows:
-36-
1999 1998
----------- -----------
CURRENT ASSETS
Compensation and benefits............ $ 188,804 $ 88,319
Bad debt reserves.................... 220,665 56,297
Accrued gaming liabilities........... 253,508 71,406
Accrued other liabilities............ 47,594 -
Alternative minimum tax credit....... 392,055 216,852
Other tax credit..................... 72,000 -
----------- -----------
1,174,626 432,874
NONCURRENT ASSETS
Net operating loss carryforward...... 655,843 -
----------- -----------
Deferred income tax asset $ 1,830,469 $ 432,874
=========== ===========
NONCURRENT LIABILITIES
Impairment of assets................. $ (170,196) $ (70,195)
Depreciation......................... (2,874,121) (1,900,810)
Land basis........................... (277,543) (277,543)
----------- -----------
Deferred income tax liability $(3,321,860) $(2,248,548)
=========== ===========
SFAS No. 109 requires recognition of the future tax benefit of deferred
tax assets to the extent realization of such benefits is "more likely than
not," otherwise a valuation allowance is applied. Based on the operating
history of the Company, management determined that the assets meet the "more
likely than not" criteria and therefore no valuation allowance has been
recognized as of December 31, 1999.
As of December 31, 1999, the Company had a net operating loss carryforward
available for Federal income tax purposes of approximately $1,929,000, which
expires in 2019.
NOTE 6. BENEFIT PLANS
Self Insurance - The Company is self-insured for health care claims for
eligible active employees. Benefit plan administrators assist the Company in
determining its liability for self-insured claims, and such claims are not
discounted. The Company is also self-insured for workman's compensation. Both
plans limit the Company's maximum liability under stop-loss agreements with
insurance companies. The maximum liability for health care claims under the
stop-loss agreement is $50,000 as of November 1, 1999, and was $40,000 prior to
that date. The maximum liability for workman's compensation under the stop-
loss agreement is $300,000.
-37-
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
contribution was approximately $21,770 in 1999, $19,300 in 1998, and $17,000 in
1997.
Stock Option Plans - The Company maintains three stock option plans,
consisting of the Directors' Stock Option Plan, the Executive Long-term
Incentive Plan, and the Employee Stock Option Plan, which collectively provide
for the granting of options to purchase up to 425,000 common shares. The
exercise price of stock options granted under the plans is established by the
respective plan committees, but the exercise price may not be less than the
market price of the Company's common stock on the date the option is granted.
Options expire five to ten years from the grant date.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
If the Company had elected to recognize compensation cost on the fair market
value at the grant dates for awards under the stock option plans, consistent
with the method prescribed by SFAS No. 123, net income and income per share
would have been changed to the pro forma amounts indicated below:
Years ended December 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
Income (loss) before
extraordinary item As reported $ (584,865) $ 3,759,782 $ 3,710,148
Pro forma $ (803,022) $ 3,728,019 $ 3,515,191
Net income (loss) As reported $ (584,865) $ 3,759,782 $ 3,525,624
Pro forma $ (803,022) $ 3,728,019 $ 3,330,668
Basic earnings (loss)
per share before
extraordinary item As reported $ (0.06) $ 0.40 $ 0.39
Pro forma $ (0.09) $ 0.40 $ 0.37
Basic earnings (loss)
per share As reported $ (0.06) $ 0.40 $ 0.37
Pro forma $ (0.09) $ 0.40 $ 0.35
Diluted earnings (loss)
per share before
extraordinary item As reported $ (0.06) $ 0.40 $ 0.39
Pro forma $ (0.09) $ 0.39 $ 0.37
Diluted earnings (loss)
per share As reported $ (0.06) $ 0.40 $ 0.37
Pro forma $ (0.09) $ 0.39 $ 0.35
-38-
The fair value of the Company's stock options was estimated as of the
grant date using the Black-Scholes option pricing model with the following
weighted average assumptions for 1999, 1998, and 1997: dividend yield of 0.0%
for all periods; expected volatility of 128.0%, 60.0%, and 35.0%, respectively;
a weighted average risk free interest rate of 5.0%, 4.9%, and 6.6%,
respectively; and an expected holding period of three to seven years.
Presented below is a summary of the status of the Company's stock options
and the related transactions.
Weighted Average
Shares Exercise Price
-------- ----------------
Outstanding at December 31, 1996.... 31,700 $ 6.44
Granted............................ 233,700 3.21
Exercised.......................... - -
Forfeited/expired.................. (2,500) (2.88)
------- -----
Outstanding at December 31, 1997.... 262,900 3.60
Granted............................ 14,600 5.98
Exercised.......................... - -
Forfeited/expired.................. (25,300) (6.27)
------- -----
Outstanding at December 31, 1998.... 252,200 3.47
Granted............................ 4,800 5.50
Exercised.......................... - -
Forfeited/expired.................. (60,100) (5.93)
------- -----
Outstanding at December 31, 1999.... 196,900 $ 3.04
======= =====
Weighted average fair value of
options granted during 1999......... $ 5.50
=======
1998......... $ 2.18
=======
1997......... $ 1.28
=======
Stock Options Stock Options
Outstanding Exercisable
------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Range of Contractual Exercise Exercise
Exercise Prices Shares Life Price Shares Price
---------------- ------- -------- --------- ------- --------
$2.25 to $3.50 132,400 4.00 $ 2.82 52,400 $ 2.31
$4.00 to $5.00 58,700 4.00 $ 5.13 52,400 $ 4.44
$5.75 to $8.13 5,800 4.00 $ 5.97 7,300 $ 5.90
------- -------
Total 196,900 112,100
======= =======
-39-
NOTE 7. COMMITMENTS AND CONTINGENCIES
The Company is a defendant in various pending legal proceedings. In the
opinion of management, all pending claims in such litigation will not, in the
aggregate, have a material adverse effect on the Company's financial position
or results of operations.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders on June 21, 2000.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders on June 21, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders on June 21, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders on June 21, 2000.
-40-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report:
Consolidated Statements of Income for the years ended
December 31, 1999, 1998, and 1997.
Consolidated Balance Sheets at December 31, 1999 and 1998.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
2. Schedules are omitted because of the absence of conditions under
which they are required or because the required information is
provided in the financial statements or notes thereto.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated October 28, 1999
reporting a change in the Company's auditors.
(c) Exhibits
Number Exhibit Description
------ -------------------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
-41-
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Amended and Restated Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-022088) for the fiscal year
ended December 31,1998, Item 14(c), Exhibit 4.02.
4.03 Amended and Restated Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan is incorporated herein by reference to
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1997, Item 14(c), Exhibit 4.03.
4.04 Amended and Restated Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1997, Item 14(c), Exhibit 4.04.
10.01 Construction and Reducing Revolving Credit Agreement, dated as of
December 29, 1997, among Golden Road Motor Inn, Inc. as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi, and
Behrouz Farahi as guarantors, the Lenders as defined therein, and
Wells Fargo Bank as administrative and collateral Agent for the
Lenders and Swingline Lender is incorporated herein by reference
to the Company's Form 8-K report (SEC File 0-22088) dated January
14, 1998, Exhibit 10.01.
10.02 First Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of January 9, 1998, among Golden Road Motor
Inn, Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1997, Item 14(c), Exhibit 10.02.
10.03 Second Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of June 12, 1998, among Golden Road Motor Inn,
Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-Q
report (SEC File 0-22088) for the fiscal quarter ended June 30,
1998, Item 6(a), Exhibit 10.01.
-42-
10.04 Term Loan Agreement, entered as of the 23rd day of July, 1998, by
and among Golden Road Motor Inn, Inc., as Borrower, Monarch Casino
& Resort, Inc., John Farahi, Bahram Farahi and Behrouz Farahi as
guarantors, and U.S. Bank National Association as Term Lender is
incorporated herein by reference to the Company's Form 10-Q report
(SEC File 0-22088) for fiscal quarter ended September 30, 1998,
Item 6(a), Exhibit 10.01.
10.05 Schedule to Master Loan Agreement, dated as of December 16, 1998;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1998, Item 14(c), Exhibit
10.05.
10.06 Agreement dated April 20, 1998, between Golden Road Motor Inn,
Inc. and Krump Construction, Inc. is incorporated herein by
reference to the Company's Form 10-Q report (SEC File 0-22088) for
the fiscal quarter ended March 31, 1998, Item 6(a), Exhibit 10.01.
10.07 Agreement dated June 12, 1998, between Golden Road Motor Inn, Inc.
and Perini Building Company, Inc. is incorporated herein by
reference to the Company's Form 10-Q report (SEC File 0-22088) for
the fiscal quarter ended June 30, 1998, Item 6(a), Exhibit 10.02.
10.08 Lease, by and between Sierra Development Company, dba Club Cal-
Neva, Tenant, and Golden Road Motor Inn, Inc., dba Clarion Hotel
and Casino, Landlord, dated June 10, 1991 is incorporated herein
by reference from the Company's Form S-1 registration statement
(SEC File 33-64556), Part II, Item 16, Exhibit 10.03.
10.09 Agreement for Purchase of Real Property between Marcelle M.
Caramella, a widow, individually and Marcelle Margaret Caramella,
as trustee of the Trust created under the Last Will and Testament
of Ernest John Caramella, deceased, Ben A. Caramella and Cecile
D. Caramella, as trustees of the Caramella Family Trust Agreement
dated December 1, 1989, Marcelle Margaret Caramella, Erma V.
Pezzi, Trustee of the Erma V. Pezzi Trust Agreement dated
November 21, 1991, Golden Road Motor Inn, Inc. and Farahi
Investment Company, dated June 1, 1993 is incorporated herein by
reference from the Company's Form S-1 registration statement (SEC
File 33-64556), Part II, Item 16, Exhibit 10.04.
10.10 Agreement between Monarch Casino & Resort, Inc. and Peter Wilday
dated May 13, 1994; First Amendment to Agreement between Monarch
Casino & Resort, Inc. and Peter Wilday dated June 8, 1994; and
Second Amendment to Agreement between Monarch Casino & Resort,
Inc. and Peter Wilday dated March 23, 1995 are incorporated
herein by reference from the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1994, Item
14(a)(3), Exhibit 10.20.
-43-
10.11 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.
10.12 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.
10.13 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.
10.14 Business Loan Agreement between Golden Road Motor Inn, Inc. and
Colonial Bank, dated November 17, 1999; Promissory Note by Golden
Road Motor Inn, Inc. in favor of Colonial Bank, dated November 17,
1999; Commercial Guaranty issued by John Farahi in favor of
Colonial Bank, dated November 17, 1999; Commercial Guaranty issued
by Bahram Farahi in favor of Colonial Bank, dated November 17,
1999; and Commercial Guaranty issued by Ben Farahi, dated
November 17, 1999.
10.15 Schedule to Master Loan Agreement, dated as of April 1, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender.
10.16 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.
10.17 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.
10.18 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.
-44-
10.19 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.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc.
27.01 Financial Data Schedule
-45-
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 20, 2000 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 20, 2000
------------------ Chief Executive Officer (Principal
John Farahi Executive Officer) and Director
/S/ BOB FARAHI Co-Chairman of the Board of Directors, March 20, 2000
------------------ President, and Director
Bob Farahi
/S/ BEN FARAHI Co-Chairman of the Board of Directors, March 20, 2000
------------------ Secretary, Treasurer, Chief Financial
Ben Farahi Officer (Principal Financial Officer
and Principal Accounting Officer) and
Director
/S/ CRAIG. F.
SULLIVAN Director March 20, 2000
------------------
Craig F. Sullivan
/S/ RONALD R.
ZIDECK Director March 20, 2000
------------------
Ronald R. Zideck
-46-
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ----------- ------------------------------------------------------------------ --------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973 are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Amended and Restated Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-022088) for the fiscal year
ended December 31,1998, Item 14(c), Exhibit 4.02.
4.03 Amended and Restated Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan is incorporated herein by reference to
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1997, Item 14(c), Exhibit 4.03.
4.04 Amended and Restated Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1997, Item 14(c), Exhibit 4.04.
10.01 Construction and Reducing Revolving Credit Agreement, dated as of
December 29, 1997, among Golden Road Motor Inn, Inc. as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi, and
Behrouz Farahi as guarantors, the Lenders as defined therein, and
Wells Fargo Bank as administrative and collateral Agent for the
Lenders and Swingline Lender is incorporated herein by reference
to the Company's Form 8-K report (SEC File 0-22088) dated January
14, 1998, Exhibit 10.01.
10.02 First Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of January 9, 1998, among Golden Road Motor
Inn, Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1997, Item 14(c), Exhibit 10.02.
-47-
10.03 Second Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of June 12, 1998, among Golden Road Motor Inn,
Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-Q
report (SEC File 0-22088) for the fiscal quarter ended June 30,
1998, Item 6(a), Exhibit 10.01.
10.04 Term Loan Agreement, entered into as of the 23rd day of July,
1998, by and among Golden Road Motor Inn, Inc., as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi and
Behrouz Farahi as guarantors, and U.S. Bank National Association
as Term Lender is incorporated herein by reference to the
Company's Form 10-Q report (SEC File 0-22088) for the fiscal
quarter ended September 30, 1998, Item 6(a), Exhibit 10.01.
10.05 Schedule to Master Loan Agreement, dated as of December 16, 1998;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1998, Item 14(c), Exhibit
10.05.
10.06 Agreement dated April 20, 1998, between Golden Road Motor Inn,
Inc. and Krump Construction, Inc. is incorporated herein by
reference to the Company's Form 10-Q report (SEC File 0-22088) for
the fiscal quarter ended March 31, 1998, Item 6(a), Exhibit 10.01.
10.07 Agreement dated June 12, 1998, between Golden Road Motor Inn, Inc.
and Perini Building Company, Inc. is incorporated herein by
reference to the Company's Form 10-Q report (SEC File 0-22088) for
the fiscal quarter ended June 30, 1998, Item 6(a), Exhibit 10.02.
10.08 Lease, by and between Sierra Development Company, dba Club Cal-
Neva, Tenant, and Golden Road Motor Inn, Inc., dba Clarion Hotel
and Casino, Landlord, dated June 10, 1991 is incorporated herein
by reference from the Company's Form S-1 registration statement
(SEC File 33-64556), Part II, Item 16, Exhibit 10.03.
10.09 Agreement for Purchase of Real Property between Marcelle M.
Caramella, a widow, individually and Marcelle Margaret Caramella,
as trustee of the Trust created under the Last Will and Testament
of Ernest John Caramella, deceased, Ben A. Caramella and Cecile
D. Caramella, as trustees of the Caramella Family Trust Agreement
dated December 1, 1989, Marcelle Margaret Caramella, Erma V.
Pezzi, Trustee of the Erma V. Pezzi Trust Agreement dated
November 21, 1991, Golden Road Motor Inn, Inc. and Farahi
Investment Company, dated June 1, 1993 is incorporated herein by
reference from the Company's Form S-1 registration statement (SEC
File 33-64556), Part II, Item 16, Exhibit 10.04.
10.10 Agreement between Monarch Casino & Resort, Inc. and Peter Wilday
dated May 13, 1994; First Amendment to Agreement between Monarch
Casino & Resort, Inc. and Peter Wilday dated June 8, 1994; and
Second Amendment to Agreement between Monarch Casino & Resort,
Inc. and Peter Wilday dated March 23, 1995 are incorporated
herein by reference from the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1994, Item
14(a)(3), Exhibit 10.20.
10.11 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.
-48-
10.12 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.
10.13 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.
10.14 Business Loan Agreement between Golden Road Motor Inn, Inc. and ......... 50
Colonial Bank, dated November 17, 1999; Promissory Note by Golden
Road Motor Inn, Inc. in favor of Colonial Bank, dated November 17,
1999; Commercial Guaranty issued by John Farahi in favor of
Colonial Bank, dated November 17, 1999; Commercial Guaranty issued
by Bahram Farahi in favor of Colonial Bank, dated November 17,
1999; and Commercial Guaranty issued by Ben Farahi, dated
November 17, 1999.
10.15 Schedule to Master Loan Agreement, dated as of April 1, 1999; ........... 94
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.
10.16 Schedule to Master Loan Agreement, dated as of April 19, 1999; ..........113
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.
10.17 Schedule to Master Loan Agreement, dated as of May 5, 1999; ............132
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.
10.18 Schedule to Master Loan Agreement, dated as of May 24, 1999; ...........151
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.
10.19 Schedule to Master Loan Agreement, dated as of June 23, 1999; ..........170
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.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino & ..........189
Resort, Inc.
27.01 Financial Data Schedule
-49-