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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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
-------------------------
NOT APPLICABLE
(Former name, former address and former fiscal
year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES _X_ NO ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As of November 12, 2002, there were 9,474,830 shares of Monarch Casino &
Resort, Inc. $0.01 par value common stock outstanding.
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2002 and 2001..... 3
Condensed Consolidated Balance Sheets at
September 30, 2002 and December 31, 2001.................... 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2002 and 2001............... 6
Notes to Condensed Consolidated Financial Statements......... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 15
Item 4. Controls and Procedures...................................... 15
PART II - OTHER INFORMATION
Item 5. Other Information............................................ 16
Item 6. Exhibits and Reports on Form 8-K............................. 16
Signatures................................................... 17
Certifications............................................... 17
Exhibit 99.01 Certification of Financial Condition
and Results of Operations.................................... 21
-2-
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MONARCH CASINO & RESORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues
Casino........................... $18,979,642 $16,999,809 $53,376,299 $49,366,266
Food and beverage................ 8,826,254 8,277,641 25,202,895 23,899,200
Hotel............................ 6,344,964 5,724,628 15,651,826 14,775,607
Other............................ 984,037 940,966 2,753,073 2,566,639
------------ ------------ ------------ ------------
Gross revenues................ 35,134,897 31,943,044 96,984,093 90,607,712
Less promotional allowances...... (4,483,316) (3,721,404) (12,907,439) (10,903,906)
------------ ------------ ------------ ------------
Net revenues.................. 30,651,581 28,221,640 84,076,654 79,703,806
------------ ------------ ------------ ------------
Operating expenses
Casino........................... 6,982,318 6,554,379 20,358,504 19,315,168
Food and beverage................ 4,642,013 4,838,560 13,186,634 13,748,428
Hotel............................ 1,803,069 1,785,388 4,899,231 5,165,409
Other............................ 329,748 346,748 947,676 982,510
Selling, general and
administrative.................. 8,060,423 6,925,282 22,462,330 20,261,583
Depreciation and amortization.... 2,618,077 2,548,013 7,721,347 7,538,787
------------ ------------ ------------ ------------
Total operating expenses...... 24,435,648 22,998,370 69,575,722 67,011,885
------------ ------------ ------------ ------------
Income from operations........ 6,215,933 5,223,270 14,500,932 12,691,921
------------ ------------ ------------ ------------
Other expenses
Interest expense................. 962,373 1,607,362 3,122,512 5,992,247
Other............................ - - 225,000 -
------------ ------------ ------------ ------------
Total other expenses.......... 962,373 1,607,362 3,347,512 5,992,247
------------ ------------ ------------ ------------
Income before income taxes.... 5,253,560 3,615,908 11,153,420 6,699,674
Provision for income taxes......... 1,786,100 1,232,887 3,848,710 2,280,288
------------ ------------ ------------ ------------
Net income.................... $ 3,467,460 $ 2,383,021 $ 7,304,710 $ 4,419,386
============ ============ ============ ============
Earnings per share of common stock
Net income
Basic.......................... $ 0.37 $ 0.25 $ 0.77 $ 0.47
Diluted........................ $ 0.36 $ 0.25 $ 0.77 $ 0.47
Weighted average number of common
shares and potential common
shares outstanding
Basic.......................... 9,468,880 9,436,275 9,452,279 9,436,275
Diluted........................ 9,529,212 9,480,840 9,494,602 9,477,677
The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
-3-
MONARCH CASINO & RESORT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2002 2001
------------ ------------
(unaudited)
ASSETS
Current assets
Cash................................................. $ 6,436,867 $ 8,385,743
Receivables, net..................................... 2,417,599 2,863,939
Federal income tax refund receivable................. - 770,019
Related party receivables............................ 30,311 4,759
Inventories.......................................... 871,861 976,141
Prepaid expenses..................................... 2,330,166 1,635,125
Deferred income taxes................................ 645,469 1,146,058
------------- ------------
Total current assets.............................. 12,732,273 15,781,784
------------- ------------
Property and equipment
Land................................................. 10,339,530 10,339,530
Land improvements.................................... 3,191,371 3,173,676
Buildings............................................ 78,955,538 78,955,538
Building improvements................................ 6,411,394 4,763,904
Furniture and equipment.............................. 56,827,349 54,101,471
------------- ------------
155,725,182 151,334,119
Less accumulated depreciation and amortization....... (53,387,462) (47,164,026)
------------- ------------
102,337,720 104,170,093
Construction in progress............................. - 625,048
------------- ------------
Net property and equipment........................ 102,337,720 104,795,141
------------- ------------
Other assets, net...................................... 369,013 486,592
------------- ------------
Total assets...................................... $115,439,006 $121,063,517
============= ============
The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
-4-
MONARCH CASINO & RESORT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2002 2001
------------ ------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt................. $ 7,118,510 $ 8,106,296
Accounts payable..................................... 4,244,777 6,449,087
Accounts payable-construction........................ 14,183 147,481
Accrued expenses..................................... 5,363,845 5,702,850
Federal income taxes payable......................... 517,514 -
------------- ------------
Total current liabilities......................... 17,258,829 20,405,714
Long-term debt, less current maturities................ 54,500,000 64,236,548
Deferred income taxes.................................. 4,724,136 4,990,829
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;
9,468,880 outstanding............................... 95,363 95,363
Additional paid-in capital........................... 17,355,137 17,241,788
Treasury stock, at cost.............................. (222,319) (329,875)
Retained earnings.................................... 21,727,860 14,423,150
------------- ------------
Total stockholders' equity........................ 38,956,041 31,430,426
------------- ------------
Total liabilities and stockholders' equity........ $115,439,006 $121,063,517
============= ============
The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
-5-
MONARCH CASINO & RESORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
----------------------------
2002 2001
------------ ------------
(unaudited) (unaudited)
Cash flows from operating activities:
Net income............................................ $ 7,304,710 $ 4,419,386
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization....................... 7,855,916 7,673,357
Gain on disposal of assets.......................... (34,647) (8,696)
Deferred income taxes............................... 233,896 227,371
Decrease in receivables, net........................ 1,190,807 205,665
Decrease in inventories............................. 104,280 205,437
(Increase) decrease in prepaid expenses............. (695,041) 41,724
(Increase) decrease in other assets................. (19,587) 8,765
Decrease in accounts payable........................ (2,204,310) (2,690,574)
Increase in accrued expenses,
and federal income taxes payable.................. 300,029 3,121,380
------------ ------------
Net cash provided by operating activities.......... 14,036,053 13,203,815
------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets.......................... 48,979 49,045
Acquisition of property and equipment................. (3,953,636) (2,416,129)
Decrease in accounts payable construction............. (133,298) (34,650)
------------ ------------
Net cash used in investing activities.............. (4,037,955) (2,401,734)
------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options............... 99,385 -
Principal payments on long-term debt.................. (12,046,359) (9,277,141)
------------ ------------
Net cash used in
financing activities.............................. (11,946,974) (9,277,141)
------------ ------------
Net increase (decrease) in cash.................... (1,948,876) 1,524,940
Cash at beginning of period............................. 8,385,743 6,783,998
------------ ------------
Cash at end of period................................... $ 6,436,867 $ 8,308,938
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest................................ $ 2,859,294 $ 5,315,115
Cash paid for income taxes............................ $ 2,805,760 $ 975,000
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts............... $ 1,322,025 $ 1,149,117
The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
-6-
MONARCH CASINO & RESORT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Monarch Casino & Resort, Inc. ("Monarch"), a Nevada corporation, was
incorporated in 1993. Monarch's wholly-owned subsidiary, Golden Road Motor
Inn, Inc. ("Golden Road"), operates the Atlantis Casino Resort (the
"Atlantis"), a hotel/casino facility in Reno, Nevada. Unless stated
otherwise, the "Company" refers collectively to Monarch and its Golden Road
subsidiary.
The condensed 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 accounting
principles generally accepted in the United States of America, 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.
Related Party Transactions
Receivables from officers, employees, or affiliated companies are
primarily for banquet related services.
During the second quarter of 2002, the Company incurred non-recurring
expenses of approximately $225 thousand for legal, accounting, printing and
road show costs associated with a secondary stock offering by principal
stockholders.
Stockholder Guarantee Fees
All of the Company's bank debt is personally guaranteed by the Company's
three largest stockholders and has been since December 29, 1997. Effective
January 1, 2001, the Company is compensating the guarantors at the rate of 2%
per annum of the quarterly average outstanding bank debt amount until the
guarantees are cancelled or the notes are paid off. For the nine months ended
September 30, 2002, and 2001, the Company recorded interest expense in the
amounts of approximately $1 million and $1.1 million, respectively, for these
guarantee fees.
-7-
NOTE 2. INTERIM FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements for the three-
and nine-month periods ended September 30, 2002, and September 30, 2001, are
unaudited. In the opinion of management, all adjustments (which include
normal recurring adjustments) necessary for a fair presentation of the
Company's financial position and results of operations for such periods, have
been included. The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the Company's audited financial
statements included in its Annual Report on Form 10-K for the year ended
December 31, 2001. The results for the three- and nine-month periods ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002, or for any other period.
NOTE 3. EARNINGS PER SHARE
The Company reports "basic" earnings per share and "diluted" earnings per
share in accordance with the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share." Basic earnings per share is
computed by dividing reported net earnings by the weighted average number of
common shares outstanding during the period. Diluted earnings per share
reflect the additional dilution for all potentially dilutive securities such
as stock options. The following is a reconciliation of the number of shares
(denominator) used in the basic and diluted earnings per share computations
(shares in thousands):
Three Months Ended September 30,
-----------------------------------
2002 2001
---------------- ----------------
Per Share Per Share
Shares Amount Shares Amount
------ --------- ------ ---------
Net Income
Basic..................... 9,469 $0.37 9,436 $0.25
Effect of dilutive
stock options............ 60 (0.01) 45 -
------ --------- ------ ---------
Diluted................... 9,529 $0.36 9,481 $0.25
====== ========= ====== =========
Nine Months Ended September 30,
-----------------------------------
2002 2001
---------------- ----------------
Per Share Per Share
Shares Amount Shares Amount
------ --------- ------ ---------
Net Income
Basic..................... 9,452 $0.77 9,436 $0.47
Effect of dilutive
stock options............ 43 - 42 -
------ --------- ------ ---------
Diluted................... 9,495 $0.77 9,478 $0.47
====== ========= ====== =========
-8-
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 and their inclusion would be
antidilutive:
Three Months Ended September 30,
--------------------------------
2002 2001
----------- -----------
Options to purchase shares of
common stock (in thousands)..... 9 8
Exercise prices.................. $14.37 $5.68-$5.94
Expiration dates................. 6/07 9/03-2/10
Nine Months Ended September 30,
-------------------------------
2002 2001
----------- -----------
Options to purchase shares of
common stock (in thousands)..... 19 20
Exercise prices.................. $11.86-$14.37 $5.50-$5.94
Expiration dates................. 6/07-8/12 9/03-2/10
NOTE 4. STOCK OPTION EXERCISES
During the second quarter of 2002, several employees and a director
exercised a total of 32,605 options at an exercise prices of between $13.75
and $14.01 per share. These exercises were satisfied by issuing shares held
by the Company in treasury.
No Company stock options were exercised during the third quarter of 2002.
NOTE 5. RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 requires that one
accounting model be used for long-lived assets to be disposed of by sale and
broadens the presentation of discontinued operations to include more disposal
transactions. The Company adopted this statement on January 1, 2002 and the
adoption did not have a material effect on the Company's consolidated
financial statements.
-9-
In April 2002, the FASB issued SFAS No. 145, "Recission of FASB
Statements No.4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 requires that gains and losses from extinguishment
of debt be classified as extraordinary items only if they meet the criteria
in Accounting Principles Board Opinion No. 30 ("Opinion No.
30"). Applying the provisions of Opinion No. 30 will distinguish transactions
that are part of an entity's recurring operations from those that are unusual
and infrequent and that meet the criteria for classification as an
extraordinary item. SFAS No. 145 is effective for the Company beginning
January 1, 2003, but early adoption is permitted. The Company has not yet
evaluated the impact of SFAS No. 145 on its financial position and results of
operations.
In June 2002, the FASB issued SFAS No. 146. "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No.146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 943, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. A fundamental conclusion reached by
the FASB in this statement is that an entity's commitment to a plan, by
itself, does not create a present obligation to others that meets the
definition of a liability. SFAS No. 146 also establishes that fair value is
the objective for initial measurement of the liability. The provisions of this
statement are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged. The Company has
not yet determined the impact of SFAS No. 146 on its financial position and
results of operations, if any.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as statements relating to anticipated expenses, capital spending and
financing sources. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties
include, but are not limited to, those relating to competitive industry
conditions and expansion of Indian casinos in California, Reno-area tourism
conditions, economic conditions in Northern California, dependence on existing
management, leverage and debt service (including sensitivity to fluctuations
in interest rates), the regulation of the gaming industry (including actions
affecting licensing), outcome of litigation, domestic or global economic
conditions including those affected by the events of September 11, 2001, and
changes in federal or state tax laws or the administration of such laws.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company prepares its condensed consolidated financial statements in
conformity with principles generally accepted in the United States. Certain
of the Company's accounting policies, including the estimated lives assigned
to the Company's assets, the determination of bad debt, self insurance
-10-
reserves, credit risk, and the calculation of income tax liabilities, require
that the Company apply significant judgment in defining the appropriate
assumptions for calculating financial estimates. By their nature, these
judgments are subject to an inherent degree of uncertainty. The Company's
judgments are based on historical experience, terms of existing contracts,
observations of trends in the industry, information provided by customers and
information available from other outside sources, as appropriate. There can
be no assurance that actual results will not differ from Company estimates.
To provide an understanding of the methodologies applied, the Company's
significant accounting policies are discussed where appropriate in this
discussion and analysis, in the Notes to consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, and in the Notes to condensed consolidated financial
statements of this Form 10-Q.
RESULTS OF OPERATIONS
Comparison of Operating Results for the Three-Month Periods Ended September
30, 2002, and 2001
For the three-month period ended September 30, 2002, the Company earned
net income of $3.5 million, or $0.36 per share (diluted), on net revenues of
$30.7 million, an increase from net income of $2.4 million, or $0.25 per share
(diluted), on net revenues of $28.2 million for the three months ended
September 30, 2001. Income from operations for the three months ended
September 30, 2002 totaled $6.2 million, compared to $5.2 million for the 2001
third quarter.
Casino revenues totaled $19.0 million in the third quarter of 2002, an
increase of 11.6% from $17.0 million in the 2001 third quarter, reflecting
increases in table game and slot win. Slot revenues were up 4.0% in the
third quarter of 2002 compared to the third quarter of 2001 due to an increase
in the volume of slot machine play. Table game revenue for the three months
ended September 30, 2002 increased 45.9% compared to the same period in 2001,
due to increases in table game drop and hold percentage. Poker room revenue
decreased 1.9% for the three months ended September 30, 2002, compared to the
same period last year. Keno revenue for the third quarter ended September 30,
2002 was relatively unchanged when compared to the third quarter of 2001.
Casino operating expenses amounted to 36.8% of casino revenues in the 2002
third quarter, compared to 38.6% in the 2001 third quarter, primarily due to
overall successful efforts to manage payroll and variable operating costs.
Food and beverage revenues for the 2002 third quarter totaled $8.8
million, an increase of 6.6% from $8.3 million in the 2001 third quarter.
Increases in both the number of covers served and the average revenue per
cover contributed to the improved levels. Food and beverage operating
expenses represented 52.6% of food and beverage revenue in the 2002 third
quarter, compared to 58.5% in the third quarter of 2001. Reduction in average
food cost of sales and overall successful efforts to manage payroll and other
departmental operating expenses resulted in the improved margins.
Hotel revenues were $6.3 million in the 2002 third quarter, an increase
of 10.8% from the $5.7 million in hotel revenues in the third quarter 2001.
The Atlantis' average daily room rate ("ADR") was $66.52 for the 2002 third
quarter compared to $60.55 in the third quarter of 2001. The occupancy rate
was 97.4% during the 2002 third quarter, up from an occupancy rate of 96.1%
during the same period last year. Hotel operating expenses in the 2002 third
-11-
quarter were 28.4% of hotel revenues, compared to 31.2% in the 2001 third
quarter. This decrease in operating expenses as a percentage of hotel
revenues resulted primarily from a decrease in bad debt expense and overall
successful efforts to manage payroll costs as a percentage of revenues.
Other revenues totaled $984 thousand in the third quarter of 2002, up
4.6% from $941 thousand in the third quarter of 2001, due to recovery of
previously written-off bad debts and slight increases in retail sales. Other
operating expenses in the 2002 third quarter were 33.5% of other revenues,
compared to 36.9% in the 2001 third quarter.
Selling, general and administrative ("SG&A") expenses were $8.1 million
in the 2002 third quarter, compared to $6.9 million in the third quarter of
2001. As a percentage of net revenue, SG&A expenses increased to 26.3% in the
third quarter of 2002 compared to 24.5% in the 2001 third quarter, primarily
due to increased marketing and promotional costs.
Interest expense for the 2002 third quarter totaled $962 thousand, a
decrease of 40.1% from $1.6 million in the third quarter of 2001. The
decrease reflects the Company's reduction in debt outstanding and lower
applicable interest rates. Interest expense for the quarters ended September
30, 2002, and 2001, included guarantee fees paid to the Company's three
principal stockholders. These guarantee fee expenses totaled approximately
$316 thousand and $365 thousand in the third quarters of 2002 and 2001,
respectively.
Comparison of Operating Results for the Nine-Month Periods Ended September 30,
2002 and 2001
For the nine months ended September 30, 2002, the Company earned net
income of $7.3 million, or $0.77 per share (diluted), on net revenues of $84.1
million, an increase from net income of $4.4 million, or $0.47 per share
(diluted), on net revenues of $79.7 million during the nine months ended
September 30, 2001. Income from operations for the 2002 nine-month period
totaled $14.5 million, compared to $12.7 million for the same period in 2001.
Casino revenues for the first nine months of 2002 totaled $53.4 million,
an 8.1% increase from $49.4 million for the first nine months of 2001,
reflecting increases in both slot and table games win. Slot revenues were up
4.0% in the first nine months of 2002 compared to the first nine months of
2001 due to an increase in the volume of slot machine play. Table game
revenue for the nine months ended September 30, 2002 increased 26.1% compared
to the same period in 2001, primarily due to an increase in table game drop
and hold percentage. Poker room revenue was relatively unchanged for the nine
months ended September 30, 2002, compared to the same period last year. Keno
revenue decreased 4.4% in the nine-month period ended September 30, 2002, when
compared to the same period last year. The decrease was due to a lower hold
percentage that was partially offset by a 4.3% increase in keno write. Casino
operating expenses amounted to 38.1% of casino revenues for the nine months
ended September 30, 2002, compared to 39.1% for the same period in 2001,
primarily due to successful efforts to manage payroll costs and other direct
departmental expenses.
Food and beverage revenues totaled $25.2 million for the nine months
ended September 30, 2002, an increase of 5.5% from the $23.9 million for the
nine months ended September 30, 2001, due to increases in the number of covers
served and the average revenue per cover. Food and beverage operating expenses
amounted to 52.3% of food and beverage revenues during the 2002
-12-
nine-month period, compared to 57.5% for the same period in 2001, which was
primarily due to a reduction in average food cost of sales and overall
successful efforts to manage payroll costs and other direct departmental
expenses.
Hotel revenues for the first nine months of 2002 increased 5.9% to $15.7
million from $14.8 million for the first nine months of 2001, primarily due to
an increase in the average occupancy rate and higher ADR. 2002 revenues also
include a $3 per occupied room energy surcharge for the entire nine months,
which was not imposed until April 2001. The ADR at the Atlantis increased
during the 2002 nine-month period to $56.42, compared to $54.72 for the same
period in 2001, while the occupancy rate increased to 94.1% for the nine-month
period in 2002 from 92.7% for the same period in 2001. Hotel operating
expenses in the first nine months of 2002 were 31.3% of hotel revenues,
compared to 35.0% for the same period in 2001. This decrease in operating
expenses as a percentage of hotel revenues resulted primarily from a decrease
in bad debt expense and overall successful efforts to manage payroll costs and
other direct departmental expenses.
Other revenues were $2.8 million for the nine months ended September 30,
2002, an increase of 7.3% from $2.6 million in the same period in 2001, due
primarily to recovery of previously written-off bad debts, and increased sales
in both our retail stores and the entertainment fun center. Other expenses as
a percentage of revenue fell to 34.4% for the nine months ended September 30,
2002, as compared to 38.3% for the same period in 2001.
Selling, general and administrative expenses increased 10.9% to $22.5
million in the first nine months of 2002, compared to $20.3 million in the
first nine months of 2001, primarily as a result of increased marketing and
promotional expenditures. As a percentage of net revenue, SG&A expenses
increased slightly to 26.7% in the 2002 nine-month period from 25.4% in the
same period in 2001.
Interest expense for the first nine months of 2002 totaled $3.1 million,
a decrease of 47.9%, compared to $6.0 million for the same period one year
earlier. The decrease reflects the Company's reduction in debt outstanding
and lower applicable interest rates. Interest expense for the nine-month
periods ended September 30, 2002, and 2001, included guarantee fees paid to
the Company's three principal shareholders. These guarantee fee expenses
totaled approximately $1.0 million and $1.1 million in the first nine months
of 2002 and 2001, respectively.
The Company also incurred approximately $225 thousand in non-recurring
expenses associated with a secondary stock offering by certain principal
stockholders during the second quarter of 2002. These expenses included
legal, accounting, printing and road show charges.
OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS
The constitutional amendment approved by California voters in 1999
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, as well as its
proximity to the newly renovated and expanded Reno-Sparks Convention Center.
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.
-13-
The Company also believes that unlimited land based casino gaming in or
near any major metropolitan area in the Atlantis' key non-Reno marketing
areas, such as San Francisco or Sacramento, could have an adverse effect on
its business.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2002, net cash provided by
operating activities totaled $14.0 million, an increase of 6.3% compared to
the same period last year. Net cash used in investing activities for the same
period totaled $4.0 million, and was used primarily in remodeling of the
property and the acquisition of furniture and equipment at the Atlantis. Net
cash used in financing activities totaled $11.9 million as the Company used
cash to reduce long-term debt. As a result, at September 30, 2002, the
Company had cash of $6.4 million, compared to $8.4 million at December 31,
2001.
The Company has a reducing revolving credit facility with a group of
banks (the "Credit Facility"). At September 30, 2002, the outstanding balance
of the Credit Facility was $60.8 million, down from $67.9 million at September
30, 2001. This facility is guaranteed by the Company's three principal
stockholders who, beginning in 2001, earn a fee equal to 2% per annum of the
quarterly average outstanding bank debt amount. These guarantee expenses
totaled approximately $1.0 million in the first nine months of 2002. The
principal terms of the Credit Facility are summarized in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
Contractual cash obligations for the Company as of September 30, 2002,
over the next five years are as follows:
Payments Due by Period
------------------------------------------------
Contractual Cash Less than 1 to 3 4 to 5
Obligations Total 1 year years years
- ------------------------- ------------------------------------------------
Long term debt $61,618,510 $ 7,118,510 $54,500,000 $ -
Capital lease obligations - - - -
Operating leases 430,030 161,261 268,769 -
----------- ----------- ----------- ---------
Total contractual cash
obligations $62,048,540 $ 7,279,771 $54,768,769 $ -
=========== =========== =========== =========
The Company believes that its existing cash balances, cash flow from
operations, equipment financing, and refinancing sources for our debt
obligations will provide the Company with sufficient resources to fund its
operations, meet its existing debt obligations, and fulfill its capital
expenditure requirements; however, the Company's operations are subject to
financial, economic, competitive, regulatory, and other factors, many of which
are beyond its control. If the Company is unable to generate sufficient cash
flow, it could be required to adopt one or more alternatives, such as
reducing, delaying, or eliminating planned capital expenditures, selling
assets, restructuring debt, or obtaining additional equity capital.
-14-
RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 requires that one
accounting model be used for long-lived assets to be disposed of by sale and
broadens the presentation of discontinued operations to include more disposal
transactions. The Company adopted this statement on January 1, 2002 and the
adoption did not have a material effect on the Company's consolidated
financial statements.
In April 2002, the FASB issued SFAS No. 145, "Recission of FASB
Statements No.4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 requires that gains and losses from extinguishment
of debt be classified as extraordinary items only if they meet the criteria
in Accounting Principles Board Opinion No. 30 ("Opinion No.
30"). Applying the provisions of Opinion No. 30 will distinguish transactions
that are part of an entity's recurring operations from those that are unusual
and infrequent and that meet the criteria for classification as an
extraordinary item. SFAS No. 145 is effective for the Company beginning
January 1, 2003, but early adoption is permitted. The Company has not yet
evaluated the impact of SFAS No. 145 on its financial position and results of
operations.
In June 2002, the FASB issued SFAS No. 146. "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 943, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. A fundamental conclusion reached by
the FASB in this statement is that an entity's commitment to a plan, by
itself, does not create a present obligation to others that meets the
definition of a liability. SFAS No. 146 also establishes that fair value is
the objective for initial measurement of the liability. The provisions of this
statement are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged. The Company has
not yet determined the impact of SFAS No. 146 on its financial position and
results of operations, if any.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not utilize derivative transactions to hedge the
Company's exposure to interest rate changes.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"). Based on such
evaluation, such officers have concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures are effective in alerting them on
a timely basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
filings under the Exchange Act.
-15-
(b) Changes in Internal Controls. Since the Evaluation Date, there have
not been any significant changes in the Company's internal controls or in other
factors that could significantly affect such controls.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The three principal stockholders of the Company, through their
affiliates, directly or indirectly control the ownership and management of a
shopping center directly adjacent to the Atlantis. The shopping center
occupies 18.7 acres and consists of 233,000 square feet of retail space. The
Company currently rents approximately 5,100 square feet in the shopping center
and pays rent of approximately $4,400 per month.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
99.01 Certification of Financial
Condition and Results of Operations
(b) Reports on Form 8-K
None.
-16-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MONARCH CASINO & RESORT, INC.
(Registrant)
Date: November 13, 2002 By: /s/ BEN FARAHI
------------------------------------
Ben Farahi, Co-Chairman of the Board,
Secretary, Treasurer and Chief
Financial Officer (Principal Financial
Officer and Duly Authorized Officer)
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Farahi, President and Chief Executive Officer of Monarch Casino &
Resort, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Monarch Casino &
Resort, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
-17-
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 13, 2002
By: /s/ John Farahi
---------------
John Farahi
President and
Chief Executive Officer
-18-
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ben Farahi, Chief Financial Officer of Monarch Casino & Resort, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Monarch Casino &
Resort, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
-19-
Date: November 13, 2002
By: /s/ Ben Farahi
---------------
Ben Farahi
President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.01 Certification of Financial Condition and Results
of Operations 21
-20-
EXHIBIT 99.01
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Monarch Casino & Resort, Inc.
(the "Company") on Form 10-Q for the quarter ended September 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, John Farahi, Chief Executive Officer of the Company, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, certify that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934.
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated this 13th day of November 2002.
/s/ John Farahi
- ---------------
John Farahi
Chief Executive Officer
This certification is made solely for the purposes of 18 U.S.C. Section
1350, subject to the knowledge standard contained therein, and not for any
other purpose.
-21-
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Monarch Casino & Resort, Inc.
(the "Company") on Form 10-Q for the quarter ended September 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Ben Farahi, Chief Financial Officer of the Company, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, certify that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934.
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated this 13th day of November 2002.
/s/ Ben Farahi
- ---------------
Ben Farahi
CHIEF FINANCIAL OFFICER
This certification is made solely for the purposes of 18 U.S.C. section
1350, subject to the knowledge standard contained therein, and not for any
other purpose.
-22-