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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, 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
-------------------------
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 whether the Registrant is an accelerated filer (as
defined by rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of voting and non-voting common equity held by
nonaffiliates as of June 28, 2002, based on the closing price as reported on
The Nasdaq Stock Market(SM) of $14.83 per share, was approximately $35,211,314.
As of June 28, 2002, Registrant had outstanding 9,468,880 shares of Common
Stock.
The aggregate market value of voting and non-voting common equity held by
nonaffiliates as of March 18, 2003, based on the closing price as reported on
The Nasdaq Stock Market(SM) of $8.36 per share, was approximately $36,989,062.
As of March 18, 2003, Registrant had outstanding 9,509,830 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE. A Current Report on Form 8-K dated
May 24, 2002 is cross-referenced in Part II - Item 9 Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure.
Portions of the Proxy Statement for Registrant's Annual Meeting of
Stockholders for the year ended December 31, 2002, 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.
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. [ ]
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.
-2-
PART I
ITEM 1. BUSINESS
Monarch Casino & Resort, Inc. (the "Company" or "we"), through its wholly-
owned subsidiary, Golden Road Motor Inn, Inc. ("Golden Road"), owns and
operates the tropically-themed Atlantis Casino Resort, a hotel/casino facility
in Reno, Nevada (the "Atlantis"). Unless otherwise indicated, "Monarch" or the
"Company" refers to Monarch Casino & Resort, Inc. and its Golden Road
subsidiary. Monarch was incorporated in 1993 under Nevada law for the purpose
of acquiring all of the stock of Golden Road. The principal asset of Monarch
is the stock of Golden Road, which holds all of the assets of the Atlantis.
Our principal executive offices are located at 1175 West Moana Lane, Suite 200,
Reno, Nevada 89509, telephone (775) 825-3355.
AVAILABLE INFORMATION
Our website address is www.monarchcasino.com. We make available free of
charge on or through our Internet website our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the
Securities and Exchange Commission.
THE ATLANTIS CASINO RESORT
Through our Golden Road subsidiary, we own and operate the tropically-
themed Atlantis Casino Resort, which is located approximately three miles south
of downtown in the generally more affluent and rapidly growing south area of
Reno, Nevada. The Atlantis features approximately 51,000 square feet of casino
space interspersed with waterfalls, giant artificial palm trees, thatched-roof
huts, and other tropical decor; a hotel and a motor lodge with 980 guest rooms;
nine food outlets; a nightclub; an enclosed pool with waterfall; an outdoor
pool; a health spa; two retail outlets offering clothing and traditional gift
shop merchandise; an 8,000 square-foot family entertainment center; and
approximately 25,000 square feet of banquet, convention and meeting room space.
The Reno-Sparks Convention Center is located across the street from the
Atlantis, the only hotel-casino within easy walking distance. The Reno-Sparks
Convention Center underwent a $105 million expansion and renovation completed
in late July 2002 that increased its exhibition, meeting room, ballroom, and
lobby space by more than 50%, from approximately 380,000 to approximately
600,000 square feet.
ATLANTIS CASINO
The Atlantis casino offers approximately 1,450 slot and video poker
machines; 37 table games, including blackjack, craps, roulette, Let it
Ride(TM), Three Card Poker(TM), Fortune Pai Gow Poker(TM) and Wild Hold'em
Fold'em(TM); a sports book (which is operated by an unaffiliated party pursuant
to a lease arrangement with us); keno; and a poker room.
-3-
The following table summarizes the components of our casino revenues for
the periods shown:
Years ended December 31,
--------------------------
2002 2001 2000
------ ------ ------
Slot & video poker..................... 74.8% 77.3% 75.5%
Table games............................ 22.5% 19.8% 21.5%
Keno, poker room and sports book rent.. 2.7% 2.9% 3.0%
The Atlantis offers what we believe are higher than average payout rates
on slot machines relative to other northern Nevada casinos and has adopted
liberal rules for its blackjack games, including the use of single decks of
cards at many tables and allowing players to "double down" on the first two
cards. We seek to attract high-end players through high quality amenities and
services and by extension of gaming credit after a careful credit history
evaluation.
HOTEL AND MOTOR LODGE
The Atlantis includes three contiguous high-rise hotel towers with 831
rooms and suites, and a low-rise motor lodge with another 149 rooms, for a
total of 980 guest rooms. The first of the three hotel towers, which was
completed in April 1991, contains 160 rooms and suites in 13 stories, and
underwent a $2.8 million complete interior renovation completed early in the
third quarter of 2002. The second hotel tower was completed in September 1994
and contains 283 rooms and suites in 19 stories. The third tower was completed
in June 1999 and contains 388 rooms and suites in 28 stories. The rooms on the
top seven floors in the newest tower are nearly 20% larger than the standard
guest rooms and offer private elevator access, upscale accommodations, and a
private concierge service.
The Atlantis hotel rooms feature upbeat, colorful interior decorations and
furnishings consistent with the Atlantis' tropical theme, as well as nine-foot
ceilings (most standard hotel rooms have eight-foot ceilings), which create an
open and spacious feel. The newest hotel tower features a four-story waterfall
with an adjacent 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. A health spa is located adjacent to the swimming
areas. The hotel also features glass elevators rising the full 19 and 28
stories of the two taller hotel towers, providing panoramic views of the Reno
area and the Sierra Nevadas, a mountain range separating Nevada from
California.
The 149-room motor lodge is a two-story structure located adjacent to the
hotel. The motor lodge rooms, which are also decorated and furnished in a
manner consistent with the Atlantis' tropical theme, are smaller than the tower
hotel rooms and have standard eight-foot ceilings. We believe the motor lodge
rooms appeal to value conscious travelers who still want to enjoy the
experience and amenities of a first-class hotel-casino resort.
-4-
The average occupancy rate and average daily room rate at the Atlantis for
the following periods were:
Years ended December 31,
--------------------------
2002 2001 2000
------ ------ ------
Occupancy rate......................... 92.9% 91.1% 90.8%
Average daily room rate................ $55.29 $53.48 $53.59
We continually monitor and adjust hotel room rates based upon demand and
other competitive factors. Our Average Daily Room Rate ("ADR") has also been
impacted by rooms sold at discounted rates to select wholesale operators for
tour and travel packages.
RESTAURANTS AND DINING
The Atlantis has six restaurants, one snack bar, and two gourmet coffee
bars, as described below.
- The 640-seat Toucan Charlie's Buffet & Grill, which offers a wide
variety of standard hot food selections, salads and seafood; specialty
substations featuring made-to-order items, such as Mongolian barbecue,
fresh Southwest and Asian specialties, and meats roasted in wood-fired
rotisserie ovens; and two salad stations
- The 135-seat, aquatic-themed Atlantis Seafood Steakhouse gourmet
restaurant
- The 230-seat, upscale MonteVigna Italian Ristorante, featuring a
centrally located wine cellar and seasonal outdoor terrace
- The 85-seat Oyster Bar restaurant offering fresh seafood, soups and
bisques made to order
- The 178-seat 24-hour Purple Parrot coffee shop
- The 104-seat Cafe Alfresco restaurant serving pizzas prepared in a
wood-fired, brick oven
- Two gourmet coffee bars, both offering specialty coffee drinks and
pastries and desserts made fresh daily in the Atlantis bakery
- A snack bar and soda fountain serving ice cream and arcade-style
refreshments
THE SKY TERRACE
The Sky Terrace is a unique structure with a diamond-shaped, blue glass
body suspended approximately 55 feet above street level and spanning 160 feet
across South Virginia Street. The Sky Terrace connects the Atlantis with
additional parking on a 16-acre site owned by us across South Virginia Street
from the Atlantis. The structure rests at each end on two 100-foot tall
Grecian columns with no intermediate support pillars. The tropically-themed
interior of the Sky Terrace contains the Oyster Bar, one of the gourmet coffee
and pastry bars with adjacent table seating, a video poker bar, banks of slot
machines, and a lounge area with oversized leather sofas and chairs.
Operations at the Atlantis are conducted 24 hours a day, every day of the
year. The Atlantis' business is moderately seasonal in nature, with higher
revenues during the summer months and lower revenues during the winter months.
-5-
ATLANTIS IMPROVEMENTS
We have continuously invested in upgrading the Atlantis. Our capital
expenditures at the Atlantis were $6.5 million in 2002, $4.5 million in 2001
and $3.9 million in 2000. A reconciliation of capital expenditures to the
Company's Statements of Cash Flows is as follows (in millions):
2002 2001 2000
-------- -------- --------
Cash acquisitions of property and equipment... $4.8 $3.3 $2.2
Property and equipment acquired through
trade payables............................... 0.1 - 1.0
Financed purchases of property and equipment.. 1.6 1.2 0.7
-------- -------- --------
Total capital expenditures.................... $6.5 $4.5 $3.9
During 2002, capital expenditures consisted primarily of renovations to
the first hotel tower, renovations and upgrade to the hotel front desk and VIP
services area, a total renovation of the Cafe Alfresco, and continued
acquisitions of and upgrades to gaming equipment. In 2001, capital
expenditures were primarily for the renovation of hotel room suites in the
third tower and acquisition and upgrades of slot machines, computer information
systems and furniture, fixtures and equipment. Capital expenditures during
2000 included renovation of the high-limit slot area, construction of new
public restrooms on the casino floor, new slot machines, and other furnishings,
fixtures and equipment.
We remain committed to implementing renovations and upgrades and will
consider all capital expenditure projects proposed by our executive officers
and key employees.
EXPANSION POTENTIAL
Our expansion potential is twofold. First, we could expand our existing
casino, which the City of Reno has approved, thereby allowing us to add 500
more slot machines. The City of Reno has also approved the expansion of the
hotel by 520 rooms as well as the construction of a parking garage with 1,831
spaces. Second, we could expand by developing the 16-acre parcel that we own
across the street from the Atlantis. This site is connected to the Atlantis by
the Sky Terrace and is currently used for parking and special events related to
the Atlantis. Our 16-acre parcel meets all current Reno zoning requirements in
the event we decide to build another resort or entertainment facility. We
currently have no plans for the expansion or development of either site, but we
constantly monitor industry demands and prudent development opportunities for
our property.
MARKETING STRATEGY
Our revenues and operating income are principally dependent on the level
of gaming activity at the Atlantis casino. Our predominant marketing goal is
to utilize all of the Atlantis facilities to generate additional casino play.
Our secondary goal is to maximize revenues from our hotel, restaurants,
cocktail lounges, convention and meeting rooms and other amenities.
-6-
Our marketing efforts are directed toward three broad consumer groups:
Reno area residents, leisure travelers, and conventioneers. We believe the
Atlantis' location outside the downtown area, near the airport and across the
street from the Reno-Sparks Convention Center makes the facility appealing to
all three groups.
RENO AREA RESIDENTS. The Atlantis' proximity to rapidly growing, generally
more affluent, south Reno residential areas provides a significant source of
middle to upper-middle income gaming customers. We market to Reno area
residents (referred to from time to time as "Locals") on the basis of the
Atlantis location and accessibility, convenient surface parking, gaming values,
ambiance, friendly efficient service, and quality and relative value of its
food and beverage offerings, entertainment, and promotions.
We believe local gaming customers prefer slot and video poker machines to
table games, and prefer video poker machines to reel-spinning (or
electronically simulated reel-spinning) slot machines. Accordingly, the
Atlantis provides a diverse selection of video poker machines. Moreover, we
believe that Reno area residents seek out and frequent casinos with higher
payout rates on slot and video poker machines and more liberal rules on table
games relative to other northern Nevada casinos. We believe the Atlantis
offers higher than average payout rates on slot machines, and we have adopted
liberal rules for its blackjack games, including the use of single decks of
cards at many tables and allowing players to "double down" on the first two
cards. We have also implemented "Club Paradise," a frequent player club, to
encourage local residents' repeat play at our casino.
LEISURE TRAVELERS. Reno is a popular gaming and vacation destination that
enjoys direct freeway access to nearly all major northern California population
centers and non-stop air service from most large cities in the western United
States, as well as many midwest and southern population centers such as
Chicago, Minneapolis and Dallas. The principal segments of Reno's leisure
traveler market are independent travelers, package tour and travel customers,
and high-end players. We attempt to maximize our gaming revenues and hotel
occupancy through a balanced marketing approach that addresses each market
segment.
Independent travelers make reservations directly with hotels of their
choice or through independent travel agents. We believe this market segment is
largely comprised of individuals who drive and, to a lesser extent, fly to Reno
from a specific region, primarily northern California and the Pacific
Northwest. We strive to attract the middle to upper-middle income strata of
this consumer segment through advertising and direct marketing in select
regions. This segment represents a significant portion of the Atlantis'
customers, especially those visiting on weekends.
The package tour and travel segment consists of visitors who utilize
travel packages offered by wholesale operators. We market to this segment
through relationships with select wholesalers, primarily to generate customer
visits and supplement mid-week occupancy.
We welcome direct on-line reservations on our website
(http://www.atlantiscasino.com). We are also featured on major package tour
and travel websites.
-7-
We market to high-end players selectively through direct sales. We
utilize complimentary rooms, food and beverage, special events and the
extension of gaming credit to attract high-end players.
CONVENTIONEERS. Convention business, like package tour and travel,
generates mid-week customer visits and supplements occupancy during low-demand
periods. Conventioneers also typically pay higher average room rates than non-
conventioneers. We selectively seek convention and meeting groups that we
believe will materially enhance the Atlantis' occupancy and daily room rates,
as well as those we believe will be more likely to gamble. As the only hotel-
casino within easy walking distance of the Reno-Sparks Convention Center, the
Atlantis is, in our view, uniquely positioned to capitalize on this expanding
segment. We believe the $105 million expansion and remodeling of the Reno-
Sparks Convention Center, completed in late July 2002, will create additional
customer traffic for the Atlantis from a market segment that is presently
underserved in the Reno area.
We market to all customer segments, including conventioneers, on the basis
of the location, quality and ambiance of the Atlantis facility, gaming values,
friendly efficient service, and the quality and relative value of its rooms,
food and beverage offerings, entertainment, and promotions.
Our frequent player club, "Club Paradise," allows our customers to be
eligible to receive rewards and privileges based on the amount of their play,
while allowing us to track their play through a computerized system. We use
this information to determine appropriate levels of complimentary awards, and
also in our direct marketing efforts. We believe that Club Paradise
significantly enhances our ability to build customer loyalty and generate
repeat customer visits.
COMPETITION
Competition in the Reno area gaming market is intense. Based on
information obtained from the December 31, 2002 Gaming Revenue Report published
by the Nevada State Gaming Control Board and our estimates, we believe that
there are approximately 13 casinos in the Reno area which generate more than
$12.0 million each in annual gaming revenues, approximately 8 of which are
located in downtown Reno.
We believe that the Atlantis' competition for Locals comes primarily from
other large-scale casinos located outside of downtown Reno that offer amenities
that appeal to middle to upper-middle income customers, and secondarily with
those casinos located in downtown Reno which offer similar amenities. We
compete for Locals primarily on the basis of the desirability of our location,
the quality and ambiance of the Atlantis facility, friendly efficient service,
the quality and relative value of its food and beverage offerings,
entertainment offerings, promotions, and gaming values. We believe the
Atlantis' proximity to residential areas in south Reno and its abundant surface
parking afford it an advantage over the casinos located in downtown Reno in
attracting Locals.
-8-
We believe that the Atlantis' primary competition for leisure travelers
comes from other large-scale casinos, including those located in downtown Reno
and those located away from downtown Reno, that offer amenities that appeal to
middle to upper-middle income customers. We competes for leisure travelers on
the basis of the desirability of our location, the quality and ambiance of the
Atlantis facility, friendly efficient service, the quality and relative value
of its rooms and food and beverage offerings, entertainment offerings,
promotions, and gaming values. We believe that our location away from downtown
Reno is appealing to many customers who prefer to avoid the more congested
downtown area; however, the Atlantis' location is a disadvantage in that it
does not afford us the ability to generate walk-in traffic (except with respect
to persons attending events at the Convention Center), which is a significant
source of customers for some casinos located in downtown Reno.
We believe that the Atlantis' primary competition for conventioneers comes
from other large-scale hotel casinos in the Reno area that actively target the
convention market segment, and secondarily from other cities on the U.S. west
coast with large convention facilities and substantial hotel capacity,
including Las Vegas. We compete for conventioneers based on the desirability
of our location, the quality and ambiance of the Atlantis facility, meeting and
banquet rooms designed to appeal to conventions and groups, friendly efficient
service, and the quality and relative value of its rooms and food and beverage
offerings. We believe that the Atlantis' proximity to the Convention Center
affords it a distinct competitive advantage in attracting conventioneers.
The Atlantis also competes for gaming customers with hotel casino
operations located in other parts of Nevada, especially Las Vegas and Lake
Tahoe, and with hotel casinos, Indian casinos, and riverboat casinos located
elsewhere throughout the United States and the world. We believe that the
Atlantis also competes to a lesser extent with state-sponsored lotteries, off-
track wagering, card parlors, and other forms of legalized gaming, particularly
in northern California and the Pacific Northwest.
The constitutional amendment approved by California voters allowing the
expansion of Indian gaming in the form of casinos in California has had 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 we believe that the
impact on us has been mitigated to an extent due to the Atlantis' emphasis on
Reno area residents as a significant base of its business and the future
potential of convention business due to its proximity to the renovated and
expanded Convention Center. Other Reno area casinos may intensify their
marketing efforts to Reno area residents if they suffer business losses due to
increased pressure from California Indian casinos which may impact our customer
base and, consequently, revenues. However, we believe our numerous amenities
such as a wide array of restaurants, a video arcade, banquet facilities and
surface parking are a key factor in our ability to attract Reno area residents
which competitor facilities will not easily be able to match without major
capital expenditures.
-9-
Certain experienced Nevada gaming operators have agreements to build and
manage Indian casino facilities near Sacramento, one of Reno's key feeder
markets. Once these facilities receive all the required permits and are built,
they could provide an alternative to Reno area casinos, especially during
certain winter periods when auto travel through the Sierra Nevadas is hampered.
One of these major Indian casino projects near Sacramento has been granted all
necessary permits and is undergoing construction scheduled for completion and
opening at the end of June 2003.
We believe that the legalization of unlimited land-based casino gaming in
or near any major metropolitan area in the Atlantis' key marketing areas, such
as San Francisco or Sacramento, could have a material adverse impact on our
business.
REGULATION AND LICENSING
The ownership and operation of casino gaming facilities in Nevada are
subject to the Nevada Gaming Control Act and the regulations promulgated
thereunder, referred to as the Nevada Act, and various local regulations. Our
gaming operations are subject to the licensing and regulatory control of the
Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Reno
City Council, referred to as the Nevada Gaming Authorities.
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things:
- the prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any capacity;
- the establishment and maintenance of responsible accounting practices
and procedures;
- the maintenance of effective controls over the financial practices of
licensees, including the establishment of minimum procedures for
internal fiscal affairs and the safeguarding of assets and revenues,
providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities;
- the prevention of cheating and fraudulent practices; and
- providing a source of state and local revenues through taxation and
licensing fees.
Changes in such laws, regulations and procedures could have an adverse
effect on our gaming operations.
Golden Road, our subsidiary which operates the Atlantis, is required to be
licensed by the Nevada Gaming Authorities. The gaming license requires the
periodic payment of fees and taxes and is not transferable. We are registered
by the Nevada Gaming Commission as a publicly traded corporation, or Registered
Corporation. As such, we are required periodically to submit detailed
financial and operating reports to the Nevada Gaming Commission and furnish any
other information that the Nevada Gaming Commission may require. No person may
become a stockholder of, or receive any percentage of profits from, Golden Road
without first obtaining licenses and approvals from the Nevada Gaming
Authorities. Golden Road and we have obtained from the Nevada Gaming
Authorities the various registrations, approvals, permits and licenses required
in order to engage in gaming activities in Nevada.
-10-
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, Golden Road or us in
order to determine whether that individual is suitable or should be licensed as
a business associate of a gaming licensee. Officers, directors and key
employees of Golden Road must file applications with the Nevada Gaming
Authorities and may be required to be licensed or found suitable by the Nevada
Gaming Authorities. Our officers, directors and key employees who are actively
and directly involved in gaming activities of Golden Road may be required to be
licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming
Authorities may deny an application for licensing for any cause that they deem
reasonable. A finding of suitability is comparable to licensing, and both
require submission of detailed personal and financial information followed by a
thorough investigation. Applicants for licensing or a finding of suitability
must pay all costs of the investigation. Changes in licensed positions must be
reported to the Nevada Gaming Authorities. In addition to their authority to
deny an application for a finding of suitability or licensure, the Nevada
Gaming Authorities also have jurisdiction to disapprove a change in a corporate
position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with Golden Road or us, the companies involved would have to sever
all relationships with that person. In addition, the Nevada Gaming Commission
may require us to terminate the employment of any person who refuses to file
appropriate applications. Determinations of suitability or of questions
pertaining to licensing are not subject to judicial review in Nevada.
We are required to submit detailed financial and operating reports to the
Nevada Gaming Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions by us must be reported to, or
approved by, the Nevada Gaming Commission.
If it were determined that we violated the Nevada Act, our gaming licenses
and registrations with the Nevada Gaming Commission could be limited,
conditioned, suspended or revoked, subject to compliance with certain statutory
and regulatory procedures. In addition, we and the persons involved could be
subject to substantial fines for each separate violation of the Nevada Act at
the discretion of the Nevada Commission. Further, the Nevada Gaming Commission
could appoint a supervisor to operate our gaming properties and, under certain
circumstances, earnings generated during the supervisor's appointment (except
for the reasonable rental value of our gaming properties) could be forfeited to
the State of Nevada. The limitation, conditioning or suspension of any gaming
license or the appointment of a supervisor could (and revocation of any gaming
license would) materially adversely affect our gaming operations.
Any beneficial holder of our voting securities, regardless of the number
of shares owned, may be required to file an application, be investigated, and
have his suitability as a beneficial holder of our voting securities determined
if the Nevada Gaming Commission has reason to believe that such ownership would
otherwise be inconsistent with the declared policies of the State of Nevada.
The applicant must pay all costs of investigation incurred by the Nevada Gaming
Authorities in conducting any such investigation.
-11-
The Nevada Gaming Act requires any person who acquires more than 5% of our
voting securities to report the acquisition to the Nevada Gaming Commission.
The Nevada Act requires that beneficial owners of more than 10% of our voting
securities apply to the Nevada Gaming Commission for a finding of suitability
within 30 days after the Chairman of the Nevada Gaming Control Board mails the
written notice requiring such filing. Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which acquires more
than 10%, but not more than 15%, of our voting securities may apply to the
Nevada Gaming Commission for a waiver of such finding of suitability if the
institutional investor holds the voting securities for investment purposes
only. An institutional investor is not deemed to hold voting securities for
investment purposes unless they were acquired and are held in the ordinary
course of business as an institutional investor and not for the purpose of
causing, directly or indirectly, the election of a majority of the members of
our board of directors, any change in our corporate charter, bylaws,
management, policies or operations, or any of our gaming affiliates, or any
other action that the Nevada Gaming Commission finds to be inconsistent with
holding our voting securities for investment purposes only. Activities that
are not deemed to be inconsistent with holding voting securities for investment
purposes only include:
- voting on all matters voted on by stockholders;
- making financial and other inquiries of management of the type
normally made by securities analysts for informational purposes and
not to cause a change in its management, policies or operations; and
- such other activities as the Nevada Gaming Commission may determine to
be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable
is a corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Gaming
Commission or the Chairman of the Nevada State Gaming Control Board, may be
found unsuitable. The same restrictions apply to a record owner if the record
owner, after request, fails to identify the beneficial owner. Any stockholder
found unsuitable and who holds, directly or indirectly, any beneficial
ownership of the common stock of a Registered Corporation beyond such period of
time as may be prescribed by the Nevada Gaming Commission may be guilty of a
criminal offense. We are subject to disciplinary action if, after we receive
notice that a person is unsuitable to be a stockholder or to have any other
relationship with us, we:
- pay that person any dividend or interest upon voting securities,
- allow that person to exercise, directly or indirectly, any voting
right conferred through securities held by that person,
- pay remuneration in any form to that person for services rendered or
otherwise, or
- fail to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities for cash at fair market value.
-12-
The Nevada Gaming Commission may, in its discretion, require the holder of
any debt security of a Registered Corporation to file applications, be
investigated and be found suitable to own the debt security of a Registered
Corporation. If the Nevada Gaming Commission determines that a person is
unsuitable to own such security, then pursuant to the Nevada Act, the
Registered Corporation can be sanctioned, including the loss of its approvals
if, without the prior approval of the Nevada Gaming Commission, it:
- pays to the unsuitable person any dividend, interest, or any
distribution;
- recognizes any voting right by such unsuitable person in connection
with such securities;
- pays the unsuitable person remuneration in any form; or
- makes any payment to the unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar transaction.
We are required to maintain a current stock ledger in Nevada and the
Nevada Gaming Authorities may examine the ledger at any time. If any
securities are held in trust by an agent or a nominee, the record holder may be
required to disclose the identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds for finding the
record holder unsuitable. We are also required to render maximum assistance in
determining the identity of the beneficial owner. The Nevada Gaming Commission
has the power to require our stock certificates to bear a legend indicating
that the securities are subject to the Nevada Act.
We may not make a public offering of our securities without the prior
approval of the Nevada Gaming Commission if the securities or proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for purposes
of constructing, acquiring or financing gaming facilities. Any approval, if
granted, does not constitute a finding, recommendation or approval by the
Nevada Gaming Commission or the Nevada Gaming Control Board as to the accuracy
or adequacy of the prospectus or the investment merits of the securities
offered. Any representation to the contrary is unlawful.
Changes in our control through merger, consolidation, stock or asset
acquisitions, management or consulting agreements, or any act or conduct by a
person whereby that person obtains control (including foreclosure on the
pledged shares), may not occur without the prior approval of the Nevada Gaming
Commission. Entities seeking to acquire control of a Registered Corporation
must satisfy the Nevada State Gaming Control Board and Nevada Gaming Commission
in a variety of stringent standards prior to assuming control of such
Registered Corporation. The Nevada Gaming Commission may also require
controlling stockholders, officers, directors and other persons having a
material relationship or involvement with the entity proposing to acquire
control, to be investigated and licensed as part of the approval process
relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Gaming Commission has established a regulatory
scheme to ameliorate the potentially adverse effects of these business
practices upon Nevada's gaming industry and to further Nevada's policy to:
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- assure the financial stability of corporate gaming operators and their
affiliates;
- preserve the beneficial aspects of conducting business in the
corporate form; and
- promote a neutral environment for the orderly governance of corporate
affairs.
We are, in certain circumstances, required to receive approval from the
Nevada Gaming Commission before we can make exceptional repurchases of voting
securities above their current market price and before we can consummate a
corporate acquisition opposed by management. The Nevada Act also requires
prior approval of a plan of recapitalization proposed by our board of directors
in response to a tender offer made directly to a Registered Corporation's
stockholders for the purposes of acquiring control of the Registered
Corporation.
Licensee fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either:
- a percentage of the gross revenues received;
- the number of gaming devices operated; or
- the number of table games operated.
A 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, referred to as
Licensees, and who is or proposes to become involved in a gaming venture
outside of Nevada is required to deposit with the Nevada State Gaming Control
Board, and thereafter maintain, a revolving fund in the amount of $10,000 to
pay the expenses of investigation by the Nevada State Gaming Control Board of
their participation in foreign gaming. The revolving fund is subject to
increase or decrease in the discretion of the Nevada Gaming Commission.
Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Gaming Commission if they knowingly violate
any laws of the foreign jurisdiction pertaining to the foreign gaming
operation, fail to conduct the foreign gaming operation in accordance with the
standards of honesty and integrity required of Nevada gaming operations, engage
in activities that are harmful to the State of Nevada or its ability to collect
gaming taxes and fees, or employ a person in the foreign operation who has been
denied a license or finding of suitability in Nevada on the ground of personal
unsuitability.
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EMPLOYEES
As of March 18, 2003, we had approximately 1,820 employees. None of our
employees are covered by collective bargaining agreements. We believe that our
relationship with our employees is good.
ITEM 2. PROPERTIES
Our properties consist of:
(a) The approximately 13-acre site in Reno, Nevada on which the
Atlantis is situated, including the hotel towers, casino, restaurant facilities
and surrounding parking is, in part or in whole, held subject to a trust deed
encumbrance in favor of financial institutions totaling approximately $55.3
million as of March 18, 2003. This reflects a $4.2 million paydown since
December 31, 2002.
(b) An approximately 16-acre site adjacent to the Atlantis and
connected to the Atlantis by the Sky Terrace, includes approximately 11 acres
of paved parking used for customer, employee and valet parking. The remainder
of the site is undeveloped. This site is compliant with all casino zoning
requirements and is suitable and available for future expansion of the Atlantis
facilities, parking, or complimentary resort and/or entertainment amenities.
We have not determined the ultimate use of this site. These 16 acres are also
held subject to the trust deed encumbrance described in ITEM 2 (a) above.
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 Plaintiffs moved to certify two classes of plaintiffs, essentially
encompassing all persons in the U.S. who have played one or more of the
defendants' video poker or electronic slot machines in the prior ten years.
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That motion was opposed by the defendants and subsequently, the court ruled in
favor of the defendants and denied the class certification motion. The
plaintiffs have appealed from that ruling. The appeal has been fully briefed
and is presently pending before the Ninth Circuit Court of Appeals. Management
believes that denial of class certification will be upheld upon appeal, and
further that the substantive allegations in the Complaints are
without merit. Management intends to defend vigorously against the
allegations.
We may be party to other claims that arise in the normal course of
business. Management believes that the outcomes of such claims will not have
a material adverse impact on our financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of our security holders during
the fourth quarter of 2002.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Our common stock trades on The Nasdaq Stock Market(SM) under the
symbol MCRI. The following table sets forth the high and low bid prices of our
common stock, as reported by The Nasdaq Stock Market(SM), during the periods
indicated.
2002 2001
-------------- --------------
High Low High Low
------- ------ ------ ------
First quarter........... $11.700 $ 7.400 $5.625 $4.125
Second quarter.......... $15.610 $ 9.000 $5.400 $4.400
Third quarter........... $14.780 $10.360 $6.060 $5.000
Fourth quarter.......... $14.430 $12.010 $7.980 $5.300
(b) As of March 18, 2003, there were approximately 106 holders of
record of our common stock, and approximately 750 beneficial stockholders.
(c) We have never paid dividends. We presently intend to retain
earnings and use free cash to finance our operating activities, for maintenance
capital expenditures and to reduce debt. We do not anticipate declaring cash
dividends in the foreseeable future. Our bank loan agreement also contains
provisions which require the achievement of certain financial ratios before we
can pay or declare dividends to our stockholders. See Item 8, "FINANCIAL
STATEMENTS, Notes to Consolidated Financial Statements, Note 5."
(d) Securities Authorized for Issuance Under Equity Compensation
Plans. See Part III, Item 12 - Security Ownership of Certain Beneficial Owners
and Management.
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ITEM 6. SELECTED FINANCIAL DATA
Years ended December 31,
------------------------------------------------
(In thousands except per share amounts) 2002 2001 2000 1999 1998
- --------------------------------------------------------------------------------------------
OPERATING RESULTS
Casino revenues $70,773 $64,908 $59,373 $48,345 $40,717
Other revenues 57,641 54,461 51,713 43,227 31,802
------- ------- ------- ------- -------
Gross revenues 128,414 119,369 111,086 91,572 72,519
Promotional allowances (17,376) (14,853) (14,170) (12,707) (10,009)
------- ------- ------- ------- -------
Net revenues 111,038 104,516 96,916 78,866 62,511
Income from operations 17,196 14,132 9,550 3,798 8,083
Income (loss) before income
tax and extraordinary item 13,033 6,888 1,386 (945) 5,681
Income (loss) before
extraordinary item 8,603 4,602 960 (585) 3,760
Net income (loss) $ 8,603 $ 4,602 $ 960 $ (585) $ 3,760
======= ======= ======== ======= =======
- --------------------------------------------------------------------------------------------
INCOME (LOSS) PER SHARE OF COMMON STOCK
Income (loss) before extraordinary item
Basic $ 0.91 $ 0.49 $ 0.10 $ (0.06) $ 0.40
Diluted $ 0.90 $ 0.49 $ 0.10 $ (0.06) $ 0.40
Net income (loss)
Basic $ 0.91 $ 0.49 $ 0.10 $ (0.06) $ 0.40
Diluted $ 0.90 $ 0.49 $ 0.10 $ (0.06) $ 0.40
Weighted average number of common shares
and potential common shares outstanding
Basic 9,458 9,436 9,436 9,436 9,436
Diluted 9,521 9,480 9,477 9,436 9,502
- --------------------------------------------------------------------------------------------
OTHER DATA
Depreciation and amortization $10,320 $10,085 $10,101 $ 7,738 $ 4,436
Interest expense, net $ 3,934 $ 7,243 $ 8,165 $ 4,742 $ 2,403
Capital expenditures $ 6,534 $ 4,488 $ 3,866 $46,132 $34,482
- --------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $117,480 $121,064 $126,391 $131,654 $96,732
Current maturities of long-term debt $ 8,279 $ 8,106 $ 7,538 $ 7,334 $ 850
Long-term debt, less current maturities $ 52,000 $ 64,237 $ 73,481 $ 82,236 $52,310
Stockholders' equity $ 40,301 $ 31,430 $ 26,829 $ 25,869 $26,453
2002 includes a $35 thousand gain on disposal of fixed assets.
2001 includes a $25 thousand gain on disposal of fixed assets.
2000 includes a $139 thousand gain on disposal of fixed assets.
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.
Includes amounts financed with debt or capitalized lease obligations.
We paid no dividends during the five year period ended December 31, 2002.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Monarch Casino & Resort, Inc., through its wholly-owned subsidiary, Golden
Road Motor Inn, Inc. ("Golden Road"), owns and operates the tropically-themed
Atlantis Casino Resort, a hotel/casino facility in Reno, Nevada (the
"Atlantis"). Monarch was incorporated in 1993 under Nevada law for the purpose
of acquiring all of the stock of Golden Road. The principal asset of Monarch
is the stock of Golden Road, which holds all of the assets of the Atlantis.
Our sole operating asset, the Atlantis, is a hotel/casino resort located
in Reno, Nevada. Our business strategy is to maximize the Atlantis' revenues,
operating income and cash flow primarily through our casino, our food and
beverage operations, our hotel operations and other revenue sources. We derive
our revenues by appealing to middle to upper-middle income Reno residents,
emphasizing slot machine play in our casino. We capitalize on the Atlantis'
location, offer service, value and an appealing theme to our guests, focus on
repeat customers, and utilize hands-on management of operations, costs and
efficiencies.
Unless otherwise indicated, "Monarch," "Company," "we," "our" and "us"
refer to Monarch Casino & Resort, Inc. and its Golden Road subsidiary.
OPERATING RESULTS SUMMARY
During 2002, we exceeded all previously reported results, including casino
revenues, hotel revenues, net revenues, net income and earnings per share.
Percentage
Increase / (Decrease)
---------------------
2002 2001 2000 02 vs 01 01 vs 00
------ ------ ------ ---------- ----------
(In millions, except earnings per share)
Casino revenues......................... $ 70.8 $ 64.9 $ 59.4 9.0% 9.3%
Food and beverage revenues.............. 33.6 32.0 30.1 5.3% 6.3%
Hotel revenues.......................... 20.3 19.0 18.3 6.7% 4.1%
Net revenues............................ 111.0 104.5 96.9 6.2% 7.8%
Income from operations.................. 17.2 14.1 9.6 21.7% 48.0%
Net income.............................. 8.6 4.6 1.0 87.0% 379.3%
Earnings per share - diluted............ 0.90 0.49 0.10 83.7% 390.0%
Operating margin........................ 15.5% 13.5% 9.9% 2.0 pts 3.6 pts
Net revenues in 2002 increased 6.2% over 2001 due to increases in all our
revenue segments including casino, food and beverage, hotel and other revenues,
which increased 9.0%, 5.3%, 6.7% and 6.1%, respectively, over 2001.
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We attribute our improved results to our experienced management team, the
superb location of the Atlantis in the more affluent and growing south part of
Reno, the quality of our product that drives repeat business, our focus on
marketing primarily to Reno-area residents, and our steadily declining interest
expense resulting from lower prevailing interest rates and overall reductions
in our outstanding debt.
In 2002, our income from operations increased 21.7% over 2002, while our
net income and earnings per diluted share increased 87.0% and 83.7%,
respectively.
Some significant items that affected our 2002 results are listed below.
These items are discussed in greater detail elsewhere in our discussion of
operating results and in the Liquidity and Capital Resources section.
- Promotional allowances as a percentage of gross revenues increased from
12.4% in 2001 to 13.5% in 2002. This increase in promotional
allowances reflects our efforts in attracting and retaining
high-end players and local patrons.
- Operating expenses for our food and beverage, hotel and other segments
declined in 2002, both as a percentage of each segment's revenues and
in absolute amounts.
- Interest expense decreased 45.7% compared to 2001 due to lower
prevailing interest rates combined with continuously decreasing
outstanding debt.
CAPITAL SPENDING AND DEVELOPMENT
We seek to continuously upgrade and maintain the Atlantis in order to
present a fresh product to our guests and to maintain high quality standards.
Capital expenditures at the Atlantis totaled approximately $6.5 million,
$4.5 million, and $3.9 million in 2002, 2001, and 2000, respectively. In 2002,
capital expenditures consisted primarily of renovations to Atlantis' first
hotel tower, renovations and upgrades to the hotel front desk and VIP services
area, a total renovation of the Cafe Alfresco, and continued acquisitions of
and upgrades to gaming equipment. In 2001, capital expenditures consisted
primarily of renovations of hotel room suites in the Atlantis' third tower,
continued acquisitions of and upgrades to slot machines, computer information
system equipment and various other furniture, fixtures and equipment to upgrade
existing facilities. Capital expenditures during 2000 included renovation of
the high-limit slot area, construction of new public restrooms on the casino
floor, new slot machine equipment, and various other furnishings, fixtures &
equipment to maintain the existing facilities.
Future cash needed to finance capital spending is expected to be made
available from operating cash flow, the Credit Facility (see Item 8, "FINANCIAL
STATEMENTS, Notes to Consolidated Financial Statements, Note 5.") and, if
necessary, additional borrowings.
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STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as statements relating to anticipated expenses, capital spending and
financing sources. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties include,
but are not limited to, those relating to competitive industry conditions,
expansion of Indian casinos in California, Reno-area tourism conditions,
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), the regulation of the gaming
industry (including actions affecting licensing), outcome of litigation,
domestic or global economic conditions including those affected by the events
of September 11, 2001 and the ongoing conflict in Iraq, and changes in federal
or state tax laws or the administration of such laws.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our consolidated financial statements in conformity with
principles generally accepted in the United States. Certain of the our
policies, including the estimated lives assigned to our assets, the
determination of bad debt, self insurance reserves, credit risk, and the
calculation of income tax liabilities, require that we apply significant
judgment in defining the appropriate assumptions for calculating financial
estimates. By their nature, these judgments are subject to an inherent degree
of uncertainty. Our judgments are based on historical experience, terms of
existing contracts, observations of trends in the industry, information
provided by customers and information available from other outside sources, as
appropriate. There can be no assurance that actual results will not differ
from our estimates. To provide an understanding of the methodologies applied,
our significant accounting policies are discussed where appropriate in this
discussion and analysis and in the Notes to Consolidated Financial Statements.
The consolidated financial statements include the accounts of Monarch and
Golden Road. Intercompany balances and transactions are eliminated.
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.
Inventories
Inventories, consisting primarily of food, beverages, and retail
merchandise, are stated at the lower of cost or market. Cost is determined on
a first-in, first-out basis.
Advertising Costs
All advertising costs are expensed as incurred.
-20-
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation
and amortization. Since inception, property and equipment have been
depreciated principally on a straight line basis over the estimated service
lives as follows:
Land improvements ........... 15-40 years
Buildings ................... 30-40 years
Building improvements ....... 15-40 years
Furniture ................... 5-10 years
Equipment ................... 5-20 years
Expenditures for maintenance and repairs are expensed as incurred;
expenditures for renewals and improvements are generally capitalized.
We periodically evaluate our fixed and other assets for impairment to
ensure that they are appropriately valued.
Casino Revenues
Casino revenues represent the net win from gaming activity, which is the
difference between wins and losses. Additionally, net win is reduced by a
provision for anticipated payouts on slot participation fees, progressive
jackpots and any pre-arranged marker discounts.
Promotional Allowances
The retail value of hotel, food and beverage services provided to
customers without charge is included in gross revenue and deducted as
promotional allowances.
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 our financial instruments has been determined by us, 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 we 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 us for debt of the same remaining maturities.
It is estimated that the carrying amounts of all of our financial
instruments approximate fair value at December 31, 2002 and 2001.
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
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principles are applied in accounting for income taxes at the date of the
financial statements: (a) a current liability or asset is recognized for the
estimated taxes payable or refundable on taxes for the current year; (b) a
deferred income tax liability or asset is recognized for the estimated future
tax effects attributable to temporary differences and carryforwards; (c) the
measurement of current and deferred tax liabilities and assets is based on the
provisions of the enacted tax law; the effects of future changes in tax laws or
rates are not anticipated; and (d) the measurement of deferred income taxes is
reduced, if necessary, by the amount of any tax benefits that, based upon
available evidence, are not expected to be realized.
Concentrations of Credit Risk
Financial instruments which potentially subject us to concentrations of
credit risk consist principally of bank deposits and trade receivables. We
maintain our cash in bank deposit accounts which, at times, may exceed
federally insured limits. We have not experienced any losses in such accounts.
Concentrations of credit risk with respect to trade receivables are limited due
to the large number of customers comprising our customer base. We believe we
are not exposed to any significant credit risk on cash and accounts receivable.
Stockholder Guarantee Fees
All of our bank debt is personally guaranteed by our three largest
stockholders and has been since December 29, 1997. Effective January 1, 2001,
we are 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 twelve months ended December 31, 2002, and 2001,
we recorded interest expense in the amounts of approximately $1.3 million and
$1.5 million, respectively, for these guarantee fees.
Earnings Per Share
We report "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 reflects the
additional dilution for all potentially dilutive securities such as stock
options.
DISCUSSION OF RESULTS OF OPERATIONS
2002 Compared with 2001
For the year ended December 31, 2002, we earned net income of $8.6
million, or $0.90 per share, on net revenues of $111.0 million, compared to a
net income of $4.6 million, or $0.49 per share, on net revenues of $104.5
million for the year ended December 31, 2001. Our net revenues for 2002
constitute record highs for any of our comparable twelve month periods. Our
income from operations totaled $17.2 million for 2002 compared to $14.1 million
for 2001. Net income for the year 2002 constitute record highs for any of our
comparable twelve month periods, due to more efficient operations and reduced
interest expense. Forty seven percent of our increase in net revenue flowed to
operating income. This combined with a 45.7% reduction in interest expense over
2001 were major
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factors in the increase in net income. We believe the Atlantis continued to
benefit in 2002 from the rapid growth occurring in the residential and
industrial communities south of the Atlantis in Reno, and from the increasing
popularity of the Atlantis with visitors to the Reno area.
Casino revenues totaled $70.8 million in 2002, up 9.0% from $64.9 million
in 2001, driven by increases in slot, table games, keno and poker game win.
Revenue from slot and video poker machines ("slot machines") increased
approximately 5.6% in 2002 compared to 2001 due to increased play as a result
of more effective marketing and continued upgrade of facilities and equipment
in 2001 and 2002. Table game win increased approximately 23.5% in 2002
compared to 2001 due to an approximate 5.9% increase in table game drop and a
higher win percentage in year 2002 compared to year 2001. Keno and poker room
revenues combined increased approximately 1.3% in 2002 over 2001 primarily due
to an approximate 1.6% increase in poker revenue. Keno write increased
approximately 6.4% in 2002 compared to 2001 due to more effective marketing.
Casino operating expenses were 39.1% of casino revenues in 2002, compared to
40.1% in 2001. The decrease was due to continued efficiency of operations and
a higher table game win percentage in year 2002.
Food and beverage revenues increased in 2002, up 5.3% to $33.6 million
from $32.0 million in 2001, primarily due to a 3.9% increase in average revenue
per cover combined with a 2.1% increase in the number of covers served. Food
and beverage operating expenses decreased to 52.3% of food and beverage
revenues in 2002 compared to 56.9% in 2001, due to increased revenue per cover,
lower cost of sales and more efficient operations.
Hotel revenues totaled $20.3 million in 2002, an increase of 6.7% from
$19.0 million in 2001. The increase reflects an increase in average daily
occupied room rate along with an increase in occupancy rate during the twelve
month period of 2002 compared to the same period in 2001. Year 2002 revenues
also include a $3.00 per occupied room energy surcharge that was also assessed
during the period April 2001 through December 2001. The Atlantis' average
daily room rate ("ADR") was $55.29 in 2002, compared to $53.48 in 2001. The
average occupancy rate at the Atlantis was 92.9% in 2002 compared to 91.1% in
2001. Hotel operating expenses decreased to 32.2% of hotel revenues in 2002,
compared to 37.5% in 2001. This decrease in operating expenses as a percentage
of hotel revenues resulted from a higher ADR, a decrease in bad debt expense
and more efficient operations.
Promotional allowances increased to $17.4 million, or 13.5% of gross
revenues, in 2002 compared to $14.9 million, or 12.4% of gross revenues, in
2001. The increase is attributable to expanded efforts to increase revenues.
Other revenues increased approximately 6.1% in 2002 to $3.7 million from
$3.5 million in 2001, reflecting an increase in sales from the entertainment
fun center and the logo gift shop. Other expenses were approximately 34.0% of
other revenues in 2002, a decrease from 37.4% in 2001, primarily due to
continued operating efficiencies of operating the two gift shops and the
entertainment fun center.
Selling, general and administrative ("SG&A") expenses totaled $30.4
million, or 27.4% of net revenues, in 2002 compared to $27.7 million, or 26.5%
of net revenues, in 2001. The increase in these expenses as a percentage of
revenues reflects increased energy costs and increased marketing and
promotional costs.
-23-
Depreciation and amortization expense was $10.3 million in 2002, up
slightly when compared to $10.1 million in 2001.
Interest expense for 2002 totaled $3.9 million, down 45.7% from $7.2
million in 2001, due to reduced interest rates and lower debt outstanding.
Interest expense for 2002 and 2001 included guarantee fees paid to our three
principal stockholders. These guarantee expenses totaled approximately $1.3
million in 2002 compared to $1.5 million in 2001. At December 31, 2002, all of
our interest-bearing debt was related to a reducing revolving credit facility
with floating interest rates tied to a base rate approximately equal to the
prime rate or LIBOR (at our option) plus a margin which fluctuates according to
our ratio of funded debt to Earnings Before Interest, Taxes, Depreciation and
Amortization ("EBITDA")(See Item 8, "FINANCIAL STATEMENTS, Notes to
Consolidated Financial Statements, Note 5."). An increase in interest rates
could have a material effect on our financial results.
In 2002, we also incurred approximately $228 thousand in non-recurring
expenses associated with a secondary stock offering by certain principal
stockholders. These expenses included legal, accounting, printing and road
show charges.
2001 Compared with 2000
For the year ended December 31, 2001, we earned net income of $4.6
million, or $0.49 per share, on net revenues of $104.5 million, compared to a
net income of $1.0 million, or $0.10 per share, on net revenues of $96.9
million for the year ended December 31, 2000. Our income from operations
totaled $14.1 million for 2001 compared to $9.6 million for 2000. Net revenues
for the year 2001 constitute a record high for any of our comparable twelve
month periods, due to more efficient operations. A 48.0% increase in net
revenue flow to operating income and an 11.3% reduction in interest expense
over 2000 were major factors in the increase in net income. We believe the
Atlantis continued to benefit in 2001 from the rapid growth occurring in the
residential and industrial communities south of the Atlantis in Reno, and from
the increasing popularity of the Atlantis with visitors to the Reno area.
Casino revenues totaled $64.9 million in 2001, up 9.3% from $59.4 million
in 2000, driven by increases in slot, keno and poker game win. Revenue from
slot machines increased approximately 11.8% in 2001 compared to 2000 due to
increased play as a result of the 1999 property expansion and upgrade of
facilities and equipment in 2000 and 2001. Table game win increased
approximately 1.0% in 2001 compared to 2000 due to an approximate 5.1% increase
in table game drop which was offset by a lower win percentage in year 2001
compared to year 2000. Keno and poker room revenues combined increased
approximately 6.6% in 2001 over 2000 primarily due to an approximate 24.8%
increase in poker revenue as the poker room, which opened in mid 1999,
continued to develop a loyal player base. Keno write increased approximately
4.9% in 2001 compared to 2000 as a result of successful efforts to increase
play in restaurants and throughout the gaming floor. Casino operating expenses
were 40.1% of casino revenues in 2001, compared to 43.0% in 2000. The decrease
was due to continued efficiency of operations.
-24-
Food and beverage revenues increased in 2001, up 6.3% to $32.0 million
from $30.1 million in 2000, primarily due to an 8% increase in average revenue
per cover which was partially offset by a 2.1% decrease in covers. Food and
beverage operating expenses decreased to 56.9% of food and beverage revenues in
2001 compared to 61.4% in 2000, due to more efficient operations.
Hotel revenues totaled $19.0 million in 2001, an increase of 4.1% from
$18.3 million in 2000. The increase reflects a slight decrease in average daily
occupied room rate offset by a slight increase in occupancy rate during the
twelve month period of 2001 compared to the same period in 2000. Year 2001
revenues also include a $3.00 per occupied room energy surcharge that was
assessed during the period April 2001 through December 2001 that was not
assessed during 2000. The Atlantis' ADR was $53.48 in 2001, compared to $53.59
in 2000. The average occupancy rate at the Atlantis was 91.1% in 2001 compared
to 90.8% in 2000. Hotel operating expenses increased to 37.5% of hotel
revenues in 2001, compared to 35.2% in 2000. This increase in operating
expenses as a percentage of hotel revenues resulted from increased room
maintenance costs and an increase in the hotel bad debt reserve.
Other revenues increased approximately 3.1% in 2001 to $3.5 million from
$3.4 million in 2000, reflecting an increase in sales from the logo gift shop,
which opened in August 1999. Other expenses were approximately 37.4% of other
revenues in 2001, down from 40.1% in 2000, primarily due to continued operating
efficiencies of operating the two gift shops.
SG&A expenses totaled 26.5% of net revenues in 2001, compared to 26.4% in
2000. The slight increase in these expenses as a percentage of revenues
reflects increased energy costs, offset to a certain extent by economies of
scale from the 1999 Atlantis expansion.
Depreciation and amortization expense was $10.1 million in 2001, unchanged
when compared to 2000.
Interest expense for 2001 totaled $7.2 million, down 11.3% from $8.2
million in 2000, due to reduced interest rates and lower debt outstanding.
Interest expense for 2001 included guarantee fees paid to our three principal
stockholders. These guarantee expenses totaled approximately $1.5 million in
2001.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our daily hotel and casino activities with net
cash provided by operating activities. For the years 2002, 2001, and 2000, net
cash provided by operating activities totaled $20.0 million, $14.7 million, and
$12.4 million, respectively. During each of the three years, net cash provided
by operating activities was sufficient to fund our day-to-day operating
expenses.
Net cash used in investing activities, which consisted of acquisitions of
property and equipment, totaled $4.9 million, $3.2 million, and $2.8 million in
2002, 2001, and 2000, respectively. Total capital expenditures, including
amounts financed, were $6.5 million, $4.5 million, and $3.9 million in 2002,
2001, and 2000, respectively.
-25-
Net cash used in financing activities totaled $13.5 million in 2002, with
the funds being used primarily to reduce long-term debt. Net cash used in
financing activities totaled $9.9 million in 2001 and $9.2 million in 2000.
COMMITMENTS AND CONTINGENCIES
Our contractual cash obligations as of December 31, 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 $60,279,095 $ 8,279,095 $52,000,000 $ -
Operating Leases 403,153 161,261 241,892 -
----------- ----------- ----------- ---------
Total Contractual Cash
Obligations $60,682,248 $ 8,440,356 $52,241,892 $ -
On March 10, 2003, we announced a plan to repurchase up to 250,000 shares,
or 2.6%, of our common stock in open market transactions. The repurchase may
be made from time to time depending on market conditions and availability of
funds. The purchases will be made with our cash.
We believe that our existing cash balances, cash flow from operations,
equipment financing, and refinancing sources for our debt obligations will
provide us with sufficient resources to fund our operations, meet our debt
obligations, and fulfill our capital expenditure requirements; however, our
operations are subject to financial, economic, competitive, regulatory, and
other factors, many of which are beyond our control. If we are unable to
generate sufficient cash flow, we could be required to adopt one or more
alternatives, such as reducing, delaying or eliminating planned capital
expenditures, selling assets, restructuring debt or obtaining additional equity
capital.
THE CREDIT FACILITY
At origination in 1997, we had an $80 million reducing revolving term loan
credit facility (the "Credit Facility") with a consortium of banks. As of
December 31, 2002, maximum borrowing capacity was $59,500,000 of which
$59,500,000 was outstanding. The Credit Facility is a direct obligation of
Golden Road, and is guaranteed by Monarch. The Credit Facility is also
guaranteed individually by John Farahi, Co-Chairman of the Board, Chief
Executive Officer and Chief Operating Officer of Monarch and Golden Road and
General Manager of the Atlantis; Bahram (Bob) Farahi, Co-Chairman of the Board
and President of Monarch and Golden Road; and Behrouz Ben Farahi, Co-Chairman
of the Board, Chief Financial Officer, Secretary and Treasurer of Monarch and
Golden Road.
We were 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.
-26-
At our 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 us will include a margin added to either
the Base Rate or to LIBOR that is tied to our ratio of funded debt to EBITDA
(the "Leverage Ratio"). Depending on our Leverage Ratio, this margin
can vary between 0.00 percent and 2.00 percent above the Base Rate, and between
1.50 percent and 3.50 percent above LIBOR. At December 31, 2002, the
applicable margin was the Base Rate plus 0.0%, and the applicable LIBOR margin
was LIBOR plus 1.5%. The Base Rate at December 31, 2002, was 4.25%, and the
LIBOR rate at December 31, 2002, was 1.42%. At December 31, 2002, we had $500
thousand in Base Rate loans outstanding and had one LIBOR loan outstanding
totaling $59.0 million, for a total obligation of $59.5 million.
The maturity date of the Credit Facility is June 30, 2004. Beginning July
1, 2000, the maximum principal available under the Credit Facility is reduced
quarterly from $80.0 million by an aggregate of $40.0 million in increasing
increments ranging from $1.5 million to $6.0 million per quarter. We may
prepay borrowings under the Credit Facility without penalty (subject to certain
charges applicable to the prepayment of LIBOR borrowings prior to the end of
the applicable interest period) so long as the amount repaid is at least $200
thousand and a multiple of $10 thousand. Amounts prepaid under the Credit
Facility may be reborrowed so long as the total borrowings outstanding do not
exceed the maximum principal available. We 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 our assets (including provisions
requiring that a minimum amount equal to two percent of our gaming revenues
each year must be expended on capital expenditures at the Atlantis), and
covenants restricting our ability to merge, transfer ownership of Golden Road,
incur additional indebtedness, encumber assets, and make certain investments.
The Credit Facility also contains covenants requiring us 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 we can repurchase our common stock or pay or declare
dividends. We are in compliance with all required covenants as of December 31,
2002, and 2001.
We paid various fees and other loan costs upon the closing of the Credit
Facility that are being amortized over the term of the Credit Facility using
the straight-line method, which approximates the effective interest rate
method.
-27-
Annual maturities of long-term debt as of December 31, 2002, are as
follows:
Year ending December 31,
2003 ......................... $ 8,279,095
2004 ......................... 52,000,000
2005 ......................... -
------------
$ 60,279,095
============
STOCKHOLDER GUARANTEE FEES. All of our bank debt is personally guaranteed
by our three largest stockholders and has been since December 29, 1997.
Effective January 1, 2001, we are 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 twelve months
ended December 31, 2002, and 2001, we recorded interest expense in the amounts
of approximately $1.3 million and $1.5 million, respectively, for these
guarantee fees.
SHORT-TERM DEBT. At December 31, 2002, we had approximately $779 thousand
outstanding in slot purchase contracts outstanding. These contracts have
original terms of 12 months or less and do not bear any interest.
STATEMENT ON FORWARD LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking, such as statements relating to projections of
future results of operations or financial condition, expectations for our
casino, and expectations of the continued availability of capital resources.
Any forward-looking statement made by us necessarily is based upon a number of
estimates and assumptions that, while considered reasonable by us, is
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control, and are
subject to change. Actual results of our operations may vary materially from
any forward-looking statement made by us or on our behalf. Forward-looking
statements should not be regarded as representation by us or any other person
that the forward-looking statements will be achieved. Undue reliance should
not be placed on any forward-looking statements. Some of the contingencies and
uncertainties to which any forward-looking statement contained herein is
subject include, but are not limited to, the following:
EFFECTS OF CURRENT ECONOMIC AND POLITICAL CONDITIONS
The terrorist attacks that took place in the United States on September
11, 2001, were unprecedented events that created economic and business
uncertainties, especially for the travel and tourism industry. The potential
for future terrorist attacks, the national and international responses, and
other acts of war or hostility, including the ongoing war with Iraq, have
-28-
created economic and political uncertainties that could materially adversely
affect our business, results of operations, and financial condition in ways we
cannot predict.
OUR BUSINESS MAY BE ADVERSELY IMPACTED IF THE RENO ECONOMY DECLINES.
We heavily market to and rely upon business from Reno area residents. In
recent years, Reno has enjoyed robust business growth and has attracted a
number of technology, product distribution and marketing companies. These
businesses have created jobs and helped fuel residential development, including
the southwest Reno metropolitan area near the Atlantis. Should there be
negative changes in the business and job conditions in Reno, our locals
business, which is the most substantial part of our overall business, could be
adversely impacted.
OUR BUSINESS MAY BE ADVERSELY IMPACTED BY WEAKENED ECONOMIC CONDITIONS IN
NORTHERN CALIFORNIA AND THE PACIFIC NORTHWEST
Because California and the Pacific Northwest are significant markets for
our leisure traveler and conventioneer customers, our business may be adversely
impacted in the event of weakened economic conditions in those geographical
markets.
FAILURE OF THE RENO-SPARKS CONVENTION CENTER TO BOOK AND ATTRACT CONVENTION
BUSINESS COULD ADVERSELY IMPACT OUR BUSINESS
The Atlantis is the closest hotel-casino to the Reno-Sparks Convention
Center, which completed a $105 million expansion and renovation in late July
2002. If the expanded Reno-Sparks Convention Center does not succeed in
booking the anticipated level of conventions, our future results of operations
could be adversely impacted.
OUR BUSINESS MAY BE ADVERSELY IMPACTED BY EXPANDED NATIVE AMERICAN GAMING
OPERATIONS IN CALIFORNIA AND THE PACIFIC NORTHWEST
Our largest source of leisure traveler customers is California and the
Pacific Northwest, including a large number who drive to Reno from the San
Francisco and Sacramento metropolitan areas. Since a California constitutional
amendment passed in 1999, development has commenced on several large-scale
Native American-owned casino facilities in that state, some of which are
located close to our key markets. Our business may be adversely impacted if
the California casinos attract patrons who would otherwise travel to Reno.
This risk may be greater during winter months when interstate highways may be
subject to weather-related travel restrictions.
THE GAMING INDUSTRY IS HIGHLY COMPETITIVE AND INCREASED COMPETITION COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR FUTURE OPERATIONS
The gaming industry is highly competitive. As competitive pressures from
California Native American casinos increase, other Reno area casinos may
intensify their targeting of the Reno area resident market, which is one of our
key markets. Increased competitive pressures in the local market could
adversely impact our ability to continue to attract local residents to the
Atlantis, or require us to use more expensive and therefore less profitable
promotions to compete more efficiently.
-29-
In addition, Native American gaming facilities in California and other
jurisdictions in some instances operate under regulatory requirements less
stringent than those imposed on Nevada licensed casinos, which could afford
them a competitive advantage in our markets. Moreover, increases in the
popularity of, and competition from, Internet and other account wagering gaming
services, which allow their customers to wager on a wide variety of sporting
events and play Las Vegas-style casino games from home, could have a material
adverse effect on our business, financial condition, operating results and
prospects.
ADVERSE WINTER WEATHER CONDITIONS IN THE SIERRA NEVADAS AND RENO-LAKE TAHOE
AREA COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Adverse winter weather conditions, particularly snowfall, can deter our
customers from traveling or make it difficult for them to frequent the
Atlantis. Adverse winter weather would most significantly affect our drive-in
customers from northern California and the Pacific Northwest. If the Reno area
itself were to experience prolonged adverse winter weather conditions, our
results of operations and financial condition could also be materially
adversely affected.
OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY HIGH-END PLAYERS'
WINNINGS
Although high-end players are not the major focus of our marketing
efforts, we have selectively targeted them since opening our newest tower in
1999. Should one or more of these high-end players win large sums in our
casino or should a material amount of credit extended to such players not be
repaid, our results of operations could be adversely impacted.
OUR DEPENDENCE ON DEBT FINANCING MAY IMPAIR OUR FINANCIAL CONDITION AND WE MAY
NOT BE ABLE TO REFINANCE OUR VARIABLE INTEREST RATE DEBT ON FAVORABLE TERMS
We depend on debt financing to operate and expand our company and have a
substantial variable interest expense. There can be no assurance that we will
be able to refinance on favorable terms the approximately $40.0 million of our
reducing variable interest rate debt (approximately $55.3 million as of March
18, 2003) that matures on June 30, 2004.
THE FARAHI FAMILY OWNS A MAJORITY OF OUR COMMON STOCK AND CONTROLS OUR AFFAIRS
Messrs. John, Bob and Ben Farahi, our Chief Executive Officer, President,
and Chief Financial Officer, respectively, as well as the Co-Chairmen of our
Board of Directors, own approximately 46.8% of our outstanding common stock as
of March 18, 2003. Their sister, Jila Farahi, owns approximately 6.5%.
Accordingly, the Farahi family has the ability to control our operations and
affairs, including the election of the entire Board of Directors and, except as
otherwise provided by law, other matters submitted to a vote of the
stockholders, including a merger, consolidation or sale of the assets of
Monarch.
-30-
A CHANGE IN CONTROL COULD RESULT IN THE ACCELERATION OF OUR DEBT OBLIGATIONS
Certain changes in control could result in the acceleration of the
repayment of our bank debt. This acceleration could be triggered in the event
the Farahi family sells enough of their stock to result in another
stockholder's acquiring more than 50% of our shares or upon their deaths if
their respective heirs must sell a substantial number of our shares to obtain
funds to pay estate tax liabilities. We cannot assure you that we would be
able to repay indebtedness whose maturity is accelerated as a result of such a
change in control, and such an inability would materially adversely affect our
financial condition.
IF WE LOSE OUR KEY PERSONNEL, OUR BUSINESS COULD BE MATERIALLY ADVERSELY
AFFECTED
We depend on the continued performances of John Farahi, Bob Farahi and Ben
Farahi, our Chief Executive Officer, our President, and our Chief Financial
Officer, respectively, and their management team. If we lose the services of
the Farahi brothers, or our other senior Atlantis management personnel, and
cannot replace such persons in a timely manner, our business could be
materially adversely affected.
OUR BUSINESS IS SUBJECT TO RESTRICTIONS AND LIMITATIONS IMPOSED BY GAMING
REGULATORY AUTHORITIES THAT COULD ADVERSELY AFFECT US
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulation. The State of Nevada and the applicable
local authorities require various licenses, registrations, permits and
approvals to be held by us and our subsidiary. The Nevada Gaming Commission
may, among other things, limit, condition, suspend, revoke or decline to renew
a license or approval to own the stock of our Nevada subsidiary for any cause
deemed reasonable by such licensing authority. If we violate gaming laws or
regulations, substantial fines could be levied against us, our subsidiary and
the persons involved, and we could be forced to forfeit a portion of our
assets. The suspension, revocation or non-renewal of any of our licenses or
the levy on us of substantial fines or forfeiture of assets would have a
material adverse effect on our business, financial condition and results of
operations.
To date, we have obtained all governmental licenses, findings of
suitability, registrations, permits and approvals necessary for the operation
of our current gaming activities. However, gaming licenses and related
approvals are deemed to be privileges under Nevada law. We cannot assure you
that our existing licenses, permits and approvals will be maintained or
extended.
IF THE STATE OF NEVADA OR THE CITY OF RENO INCREASES GAMING TAXES AND FEES, OUR
RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED
State and local authorities raise a significant amount of revenue through
taxes and fees on gaming activities. From time to time, legislators and
officials have proposed changes in tax laws, or in the administration of such
laws, affecting the gaming industry. In addition, worsening economic
conditions could intensify the efforts of state and local governments to raise
revenues through increases in gaming taxes. If the State of Nevada or the City
of Reno were to increase gaming taxes and fees, our results of operations could
be adversely affected.
-31-
A significant portion of our revenues and operating income are generated
from patrons who are residents of northern California. A change in general
economic conditions or the extent and nature of casino gaming in California,
Washington or Oregon could adversely affect our operating results. On
September 10, 1999, California lawmakers approved a constitutional amendment
that would give Indian tribes the right to offer slot machines and a range of
house-banked card games. On March 7, 2000, California voters approved the
constitutional amendment. Several Native American casinos have opened in
Northern California since passage of the constitutional amendment. A large
Native American casino facility is scheduled to open in one of our primary
feeder markets in the Sacramento area in June or July of 2003.
Other states are also considering legislation enabling the development and
operation of casinos or casino-like operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment
and Disposal of Long-Lived Assets. This statement requires one accounting model
be used for long-lived assets to be disposed of by sale, whether previously
held and used or newly acquired and broadens the presentation of discontinued
operations to include additional disposal transactions. We adopted SFAS 144 on
January 1, 2002. The adoption of this statement did not have a material impact
on our results of operations or financial position.
In November 2002, the FASB issued FASB Interpretation (FIN) 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, including
indirect Guarantees of Indebtedness of Others. FIN 45 expands the information
disclosures required by guarantors for obligations under certain types of
guarantees. It also requires initial recognition at fair value of a liability
for such guarantees. We adopted the disclosure requirements of FIN 45 for the
year ending December 31, 2002. We will apply the liability recognition
requirements to all guarantees issued or modified after December 31, 2002. We
believe the adoption of these requirements will not have a material impact on
our results of operations or financial position.
In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. This Statement amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. We have adopted the disclosure requirements of the
statement for our fiscal year ended December 31, 2002.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market
risks and prices, such as interest rates, foreign currency exchange rates and
commodity prices. We do not have any cash or cash equivalents as of December
31, 2002 that are subject to market risks.
-32-
We have substantial variable interest rate debt in the amount of
approximately $59.5 million as of December 31, 2002, and $68.0 million as of
December 31, 2001, which is subject to market risks.
A one percent increase in interest rates would have resulted in an
increase in interest expense of approximately $644 thousand in 2002 and $768
thousand in 2001.
-33-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of Monarch Casino & Resort, Inc.:
We have audited the accompanying consolidated balance sheets of Monarch Casino
& Resort, Inc, and Subsidiary (the "Company") as of December 31, 2002 and 2001,
and the related consolidated statements of income, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 2002.
Our audits also included the consolidated financial statement schedule in the
Index at Item 15(a)(2). These financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
2002 and 2001, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, such consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Reno, Nevada
February 18, 2003
-34-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31,
-------------------------------------------
2002 2001 2000
------------ ------------ ------------
Revenues
Casino................................ $ 70,772,939 $ 64,907,920 $ 59,372,374
Food and beverage..................... 33,646,938 31,960,713 30,060,672
Hotel................................. 20,303,439 19,022,188 18,280,209
Other................................. 3,690,180 3,478,171 3,372,732
------------ ------------ ------------
Gross revenues..................... 128,413,496 119,368,992 111,085,987
Less promotional allowances........... (17,375,926) (14,853,399) (14,170,422)
------------ ------------ ------------
Net revenues....................... 111,037,570 104,515,593 96,915,565
------------ ------------ ------------
Operating expenses
Casino................................ 27,690,033 26,036,133 25,488,435
Food and beverage..................... 17,591,945 18,171,412 18,453,229
Hotel................................. 6,543,610 7,133,937 6,429,915
Other................................. 1,254,179 1,300,419 1,350,947
Selling, general and administrative... 30,441,900 27,656,572 25,541,559
Depreciation and amortization......... 10,320,403 10,085,331 10,101,268
------------ ------------ ------------
Total operating expenses........... 93,842,070 90,383,804 87,365,353
------------ ------------ ------------
Income from operations............. 17,195,500 14,131,789 9,550,212
------------ ------------ ------------
Other expense
Interest expense, net................. (3,934,363) (7,243,330) (8,164,697)
Stock transaction expense............. (228,020) - -
------------ ------------ ------------
Total other expense................ (4,162,383) (7,243,330) (8,164,697)
------------ ------------ ------------
Income before income taxes......... 13,033,117 6,888,459 1,385,515
Provision for income taxes.............. 4,429,771 2,286,695 425,434
------------ ------------ ------------
Net income ........................ $ 8,603,346 $ 4,601,764 $ 960,081
============ ============ ============
EARNINGS PER SHARE OF COMMON STOCK
Net income
Basic.............................. $ 0.91 $ 0.49 $ 0.10
Diluted............................ $ 0.90 $ 0.49 $ 0.10
Weighted average number of
common shares and potential
common shares outstanding
Basic.............................. 9,457,669 9,436,275 9,436,275
Diluted............................ 9,521,353 9,479,830 9,476,732
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-35-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2002 2001
------------ ------------
ASSETS
Current assets
Cash........................................$ 9,961,484 $ 8,385,743
Receivables, net............................ 2,724,726 2,863,939
Federal income tax refund receivable........ - 770,019
Related party receivables................... - 4,759
Inventories................................. 993,260 976,141
Prepaid expenses............................ 1,961,763 1,635,125
Prepaid federal income tax.................. 176,321 -
Deferred income taxes....................... 492,457 1,146,058
------------ ------------
Total current assets..................... 16,310,011 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....................... 6,262,903 4,763,904
Furniture and equipment..................... 58,086,570 54,101,471
------------ ------------
156,835,912 151,334,119
Less accumulated
depreciation and amortization.............. (55,985,653) (47,164,026)
------------ ------------
100,850,259 104,170,093
Construction in progress - 625,048
------------ ------------
Net property and equipment............... 100,850,259 104,795,141
Other assets, net............................. 319,817 486,592
------------ ------------
$117,480,087 $121,063,517
============ ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-36-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------
2002 2001
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........ $ 8,279,095 $ 8,106,296
Accounts payable............................ 6,227,124 6,449,087
Accounts payable construction............... - 147,481
Accrued expenses............................ 6,146,440 5,702,850
------------ ------------
Total current liabilities................ 20,652,659 20,405,714
Long-term debt, less current maturities....... 52,000,000 64,236,548
Deferred income taxes......................... 4,526,744 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;
9,474,830 outstanding at 12/31/02;
9,436,275 outstanding at 12/31/01.......... 95,363 95,363
Additional paid-in capital.................. 17,381,517 17,241,788
Treasury stock, 61,445 shares at 12/31/02
100,000 shares at 12/31/01, at cost......... (202,692) (329,875)
Retained earnings........................... 23,026,496 14,423,150
------------ ------------
Total stockholders' equity............... 40,300,684 31,430,426
------------ ------------
$117,480,087 $121,063,517
============ ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-37-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
-------------------- Additional Retained
Shares Paid-in Earnings Treasury
Outstanding Amount Capital (Deficit) Stock Total
----------- -------- ------------ ----------- -------- ------------
Balance, January 1, 2000 9,436,275 $ 95,363 $17,241,788 $ 8,861,305 $(329,875) $ 25,868,581
Net income - - - 960,081 - 960,081
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 2000 9,436,275 95,363 17,241,788 9,821,386 (329,875) 26,828,662
Net income - - - 4,601,764 - 4,601,764
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 2001 9,436,275 95,363 17,241,788 14,423,150 (329,875) 31,430,426
Exercise of stock options 38,555 - 139,729 - 127,183 266,912
Net income - - - 8,603,346 - 8,603,346
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 2002 9,474,830 $ 95,363 $17,381,517 $23,026,496 $(202,692) $ 40,300,684
=========== ======== ============ =========== ========= ============
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-38-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
------------------------------------------
2002 2001 2000
------------ ------------ ------------
Cash flows from operating activities:
Net income .................................. $ 8,603,346 $ 4,601,764 $ 960,081
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization.............. 10,320,403 10,085,331 10,101,268
Amortization of deferred loan costs........ 179,425 179,426 173,930
Bad Debt Expense........................... 634,934 1,239,368 655,177
Gain on disposal of assets................. (34,647) (24,848) (138,690)
Deferred income taxes...................... 189,516 1,306,714 1,046,666
Decrease (increase) in receivables, net.... 279,057 (1,434,382) (2,061,228)
(Increase) decrease in inventories......... (17,118) 123,144 357,317
(Increase) decrease in prepaid expenses.... (502,959) 395,065 13,929
(Increase) decrease in other assets........ (16,113) 8,766 21,742
(Decrease) increase in accounts payable.... (221,963) (1,785,132) 996,135
Increase in accrued expenses
and federal income taxes payable........... 584,387 11,962 320,839
------------ ------------ ------------
Net cash provided by
operating activities..................... 19,998,268 14,707,178 12,447,166
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets................. 48,979 59,117 386,558
Acquisition of property and equipment........ (4,802,525) (3,383,643) (2,264,401)
Changes in accounts payable construction..... (147,481) 112,831 (907,614)
------------ ------------ ------------
Net cash used in investing activities..... (4,901,027) (3,211,695) (2,785,457)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options...... 126,116 - -
Proceeds from long-term borrowings........... 500,000 1,500,000 -
Principal payments on long-term debt......... (14,147,616) (11,393,738) (9,245,218)
------------ ------------ ------------
Net cash used in financing activities..... (13,521,500) (9,893,738) (9,245,218)
------------ ------------ ------------
Net increase in cash...................... 1,575,741 1,601,745 416,491
Cash at beginning of year...................... 8,385,743 6,783,998 6,367,507
------------ ------------ ------------
Cash at end of year............................ $ 9,961,484 $ 8,385,743 $ 6,783,998
============ ============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest, net of
capitalized interest....................... $ 3,927,016 $ 7,799,686 $ 7,401,698
Cash paid for income taxes................... $ 4,105,760 $ 1,750,000 $ -
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts...... $ 1,583,868 $ 1,217,901 $ 694,469
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
-39-
MONARCH CASINO & RESORT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Monarch Casino & Resort, Inc. ("Monarch"), a Nevada corporation, was
incorporated in 1993. Monarch's wholly-owned subsidiary, Golden Road Motor
Inn, Inc. ("Golden Road"), operates the Atlantis Casino Resort (the
"Atlantis"), a hotel/casino facility in Reno, Nevada. Unless stated otherwise,
the "Company" refers collectively to Monarch and its Golden Road subsidiary.
The consolidated financial statements include the accounts of Monarch and
Golden Road. Intercompany balances and transactions are eliminated.
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.
Reclassifications
Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform with the 2002 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 Company did not record
capitalized interest during the years ended December 31, 2002, 2001, and 2000.
Related Party Transactions
Receivables from officers, employees, or affiliated companies in 2001 are
primarily for banquet related services, and are priced at the retail value of
the goods or services provided.
During 2002, the Company incurred non-recurring expenses of approximately
$228 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 guaranteed by such persons since
December 29, 1997. Effective January 1, 2001, the Company has compensated the
-40-
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 twelve months ended December 31, 2002, and 2001, the Company recorded
interest expense in the amounts of approximately $1.3 million and $1.5 million,
respectively, for these guarantee fees.
Inventories
Inventories, consisting primarily of food, beverages, and retail
merchandise, are stated at the lower of cost or market. Cost is determined on
a first-in, first-out basis.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation
and amortization. Since inception, property and equipment have been
depreciated principally on a straight line basis over the estimated service
lives as follows:
Land improvements ........... 15-40 years
Buildings ................... 30-40 years
Building improvements ....... 15-40 years
Furniture ................... 5-10 years
Equipment ................... 5-20 years
We evaluate the carrying value of our long-lived assets for impairment at
least annually or whenever events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable from related future
undiscounted cash flows. Indicators which could trigger an impairment review
include legal and regulatory factors, market conditions and operational
performance. Any resulting impairment loss, measured as the difference between
the carrying amount and the fair value of the assets, could have a material
adverse impact on our financial condition and results of operations.
Casino Revenues
Casino revenues represent the net win from gaming activity, which is the
difference between wins and losses. Additionally, net win is reduced by a
provision for anticipated payouts on slot participation fees, progressive
jackpots and any pre-arranged marker discounts.
-41-
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,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
Food and beverage....... $ 8,810,054 $ 8,151,675 $ 7,914,891
Hotel................... 1,648,735 1,298,431 1,502,527
Other................... 197,906 154,451 123,835
----------- ----------- -----------
$10,656,695 $ 9,604,557 $ 9,541,253
=========== =========== ===========
Advertising Costs
All advertising costs are expensed as incurred. Advertising expense,
which is included in selling, general & administrative expense, was $3,240,402,
$3,137,197, and $3,018,170 for 2002, 2001, and 2000, respectively.
Income Taxes
Income taxes are recorded in accordance with the liability method
specified by Statement of Financial Accounting Standards ("SFAS") No. 109
"Accounting for Income Taxes." Under the asset and liability approach for
financial accounting and reporting for income taxes, the following basic
principles are applied in accounting for income taxes at the date of the
financial statements: (a) a current liability or asset is recognized for the
estimated taxes payable or refundable on taxes for the current year; (b) a
deferred income tax liability or asset is recognized for the estimated future
tax effects attributable to temporary differences and carryforwards; (c) the
measurement of current and deferred tax liabilities and assets is based on the
provisions of the enacted tax law; the effects of future changes in tax laws or
rates are not anticipated; and (d) the measurement of deferred income taxes is
reduced, if necessary, by the amount of any tax benefits that, based upon
available evidence, are not expected to be realized.
Stock Based Compensation
The Company maintains three stock option plans, which are described more
fully in Note 7. The Company accounts for these plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") and related
interpretations in accounting for its plans. No stock-based compensation costs
are reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of the grant. If the Company had elected to recognize compensation cost
on the fair market value at the grant dates for awards under the stock option
plans, consistent with the method prescribed by Statement of Financial
Accounting Standards ("SFAS No. 123"), Accounting for Stock-Based Compensation,
net income and income per share would have been changed to the pro forma
amounts indicated below:
-42-
Years ended December 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
Net income, as reported $8,603,346 $4,601,764 $ 960,081
Stock based employee compensation
expensed determined under the fair
value based method for all awards,
net of related tax effects (135,359) (117,961) (78,484)
----------- ----------- -----------
Pro forma net income $8,467,987 $4,483,803 $ 881,597
=========== =========== ===========
Basic earnings per share
As reported $ 0.91 $ 0.49 $ 0.10
Pro forma $ 0.90 $ 0.48 $ 0.09
Diluted earnings per share
As reported $ 0.90 $ 0.49 $ 0.10
Pro forma $ 0.89 $ 0.47 $ 0.09
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
reflects 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):
Years ended December 31,
------------------------------------------------------
2002 2001 2000
---------------- ---------------- ----------------
Per Share Per Share Per Share
Shares Amount Shares Amount Shares Amount
------ --------- ------ --------- ------ ---------
Net income
Basic..................... 9,458 $ 0.91 9,436 $ 0.49 9,436 $ 0.10
Effect of dilutive
stock options........... 63 (0.01) 44 - 41 -
------ -------- ------ ------- ------ -------
Diluted................... 9,521 $ 0.90 9,480 $ 0.49 9,477 $ 0.10
====== ======== ====== ======= ====== =======
The following options were not included in the computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of the common shares and their inclusion would be
antidilutive:
-43-
2002 2001 2000
------------ ----------- -----------
Options to purchase shares of
common stock (in thousands).... 14 3 19
Exercise prices.................. $11.99-14.37 $5.94 $5.25-$6.00
Expiration dates................. 6/07-8/12 9/03 6/03-2/10
Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107
"Disclosures About Fair Value of Financial Instruments." The estimated fair
value of the Company's financial instruments has been determined by the
Company, using available market information and valuation methodologies.
However, considerable judgment is required to develop the estimates of fair
value; thus, the estimates provided herein are not necessarily indicative of
the amounts that the Company could realize in a current market exchange.
The carrying amounts of cash, receivables, accounts payable and accrued
expenses approximate fair value because of the short-term nature of these
instruments.
The fair value of long-term debt approximates fair value based on the
current borrowing rates offered to the Company for debt of the same remaining
maturities.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of bank deposits and trade
receivables. The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not experienced
any losses in such accounts. Concentrations of credit risk with respect to
trade receivables are limited due to the large number of customers comprising
the Company's customer base. The Company believes it is not exposed to any
significant credit risk on cash and accounts receivable.
Certain Risks and Uncertainties
A significant portion of the Company's revenues and operating income are
generated from patrons who are residents of northern California. A change in
general economic conditions or the extent and nature of casino gaming in
California, Washington or Oregon could adversely affect the Company's operating
results. On September 10, 1999, California lawmakers approved a constitutional
amendment that would give Indian tribes the right to offer slot machines and a
range of house-banked card games. On March 7, 2000, California voters approved
the constitutional amendment. Several Native American casinos have opened in
Northern California since passage of the constitutional amendment. A large
Native American casino facility is scheduled to open in one of our primary
feeder markets in the Sacramento area in June or July of 2003.
-44-
The Company also relies on non-conventioneer visitors partially comprised
of individuals flying into the Reno area. The tragic events of September 11,
2001 combined with the ongoing conflict with Iraq and the threat of further
terrorist attacks could have an adverse effect on the Company's revenues from
this segment as consumers may need time to restore their confidence in air and
other leisure travel.
The terrorist attacks that took place in the United States on September
11, 2001 were unprecedented events that created economic and business
uncertainties, especially for the travel and tourism industry. The potential
for future terrorist attacks, the national and international responses, and
other acts of war or hostility including the ongoing war with Iraq, have
created economic and political uncertainties that could materially adversely
affect our business, results of operations, and financial condition in ways we
cannot predict.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment
and Disposal of Long-Lived Assets. This statement requires one accounting
model be used for long-lived assets to be disposed of by sale, whether
previously held and used or newly acquired and broadens the presentation of
discontinued operations to include additional disposal transactions. We
adopted SFAS 144 on January 1, 2002. The adoption of this statement did not
have a material impact on our results of operations or financial position.
In November 2002, the FASB issued FASB Interpretation (FIN) 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, including
indirect Guarantees of Indebtedness of Others. FIN 45 expands the information
disclosures required by guarantors for obligations under certain types of
guarantees. It also requires initial recognition at fair value of a liability
for such guarantees. We adopted the disclosure requirements of FIN 45 for the
year ending December 31, 2002. We will apply the liability recognition
requirements to all guarantees issued or modified after December 31, 2002. We
believe the adoption of these requirements will not have a material impact on
our results of operations or financial position.
In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. This Statement amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method used on reported results. We have adopted the disclosure requirements
of this statement for our fiscal year ended December 31, 2002.
-45-
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
December 31,
-------------------------
2002 2001
----------- -----------
Casino....................... $ 2,741,776 $ 2,771,654
Hotel........................ 675,171 895,366
Other........................ 195,744 122,002
----------- -----------
3,612,691 3,789,022
Less allowance for
doubtful accounts.......... (887,965) (925,083)
----------- -----------
$ 2,724,726 $ 2,863,939
=========== ===========
The Company recorded bad debt expense of $634,934, $1,239,368, and
$665,177, in 2002, 2001, and 2000, respectively.
NOTE 3. ACCRUED EXPENSES
Accrued expenses consist of the following:
December 31,
-------------------------
2002 2001
----------- -----------
Accrued salaries, wages
and related benefits............ $ 2,934,892 $ 2,820,394
Progressive slot machine
and other gaming accruals....... 1,577,273 812,547
Accrued gaming taxes.............. 276,826 67,090
Accrued interest.................. 102,103 274,182
Other accrued liabilities......... 1,255,346 1,728,637
----------- -----------
$ 6,146,440 $ 5,702,850
=========== ===========
NOTE 4. LEASE COMMITMENTS
The Company leases certain furniture and equipment. The leases generally
provide for the lessee to pay taxes, maintenance, insurance, and certain other
operating costs of the leased property. The leases on most of the properties
contain renewal provisions.
-46-
Following is a summary of future minimum payments under operating leases
that have initial or remaining noncancelable lease terms in excess of one year
at December 31, 2002:
Operating
Leases
-------------
Year ending December 31,
2003 .............................. $ 161,261
2004 .............................. 161,261
2005 .............................. 80,631
Thereafter ........................ -
-------------
Total minimum lease payments .......... $ 403,153
=============
All of the Company's capital lease obligations were paid as of December
31, 2002.
Assets purchased through capital leases are included in Property and
Equipment as follows:
December 31,
-------------------------
2002 2001
----------- -----------
Furniture and equipment .......... $ 221,061 $ 221,061
Accumulated amortization ......... (110,013) (66,111)
----------- -----------
$ 110,048 $ 154,950
=========== ===========
Rental expense for operating leases amounted to $176,065, $184,656, and
$104,397, in 2002, 2001, and 2000, respectively as reported in selling, general
and administrative expenses in the statement of operations.
-47-
NOTE 5. LONG-TERM DEBT
Long-term debt consists of the following:
December 31,
----------------------------
2002 2001
------------- -------------
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 Earnings Before Interest, Taxes,
depreciation and Amortization ("EBITDA"). The weighted average
interest rate was approximately 2.92% at December 31, 2002,
and 4.14% at December 31, 2001. The loan matures in June
2004, with all unpaid interest and principal due and payable
at that time.................................................. $ 59,500,000 $68,000,000
Note payable to bank in the amount of $1,897,597,
collateralized by real property and guaranteed by Monarch
and its three largest stockholders, with floating interest
rates equal to the three month LIBOR rate plus a margin which
fluctuates according to the Company's ratio of funded debt to
EBITDA. At December 31, 2001, the interest rate was
approximately 5.1%. The note was paid off on July 30, 2002,
at which time the weighted average interest was 4.05%......... - 1,111,071
Amounts outstanding under bank credit facility for up to
$4,500,000, collateralized by furniture, fixtures and
equipment and guaranteed in full by Monarch and in part
by Monarch's three largest stockholders, with interest rates
on advances fixed at a margin over five year U.S. Treasury
notes. At December 31, 2001, the Company's weighted
average interest rate was 7.44%. Each advance under the
credit facility is repaid in 60 monthly installments of
principal and interest. The last of the advances was
paid off on June 27, 2002, at which time the weighted average
interest rate was 7.28%....................................... - 2,339,932
Slot purchase contracts, collateralized by equipment.
Contracts are non-interest bearing............................ 779,095 736,964
Amounts outstanding under a capital lease, collateralized by
equipment..................................................... - 154,877
------------ ------------
$ 60,279,095 $72,342,844
Less current maturities........................................ (8,279,095) (8,106,296)
------------ ------------
$ 52,000,000 $64,236,548
============ ============
-48-
THE CREDIT FACILITY. At origination in 1997, the Company had an $80
million reducing revolving term loan credit facility (the "Credit Facility")
with a consortium of banks. As of December 31, 2002, maximum borrowing
capacity was $59,500,000 of which $59,500,000 was outstanding. The Credit
Facility is a direct obligation of Golden Road, and is guaranteed by Monarch.
The Credit Facility is also guaranteed individually by John Farahi, Co-Chairman
of the Board, Chief Executive Officer and Chief Operating Officer of Monarch
and Golden Road and General Manager of the Atlantis; Bahram (Bob) Farahi, Co-
Chairman of the Board and President of Monarch and Golden Road; and Behrouz Ben
Farahi, Co-Chairman of the Board, Chief Financial Officer, Secretary and
Treasurer of Monarch and Golden Road.
The Company was able to utilize proceeds from the Credit Facility for
working capital needs and general corporate purposes relating to the Atlantis
and for ongoing capital expenditure requirements at the Atlantis.
At the Company's option, borrowings under the Credit Facility can accrue
interest at a rate designated by the agent bank as its base rate (the "Base
Rate") or at the London Interbank Offered Rate ("LIBOR") for one, two, three or
six month periods. The rate of interest paid by the Company will include a
margin added to either the Base Rate or to LIBOR that is tied to the Company's
ratio of funded debt to EBITDA (the "Leverage Ratio"). Depending on the
Company's Leverage Ratio, this margin can vary between 0.00 percent and 2.00
percent above the Base Rate, and between 1.50 percent and 3.50 percent above
LIBOR. At December 31, 2002, the applicable margin was the Base Rate plus
0.0%, and the applicable LIBOR margin was LIBOR plus 1.5%. The Base Rate at
December 31, 2002 was 4.25%, and the LIBOR rate at December 31, 2002 was 1.42%.
At December 31, 2002, the Company had $500 thousand in Base Rate loans
outstanding and had one LIBOR loan outstanding totaling $59.0 million, for a
total obligation of $59.5 million.
The maturity date of the Credit Facility is June 30, 2004. Beginning July
1, 2000, the maximum principal available under the Credit Facility is reduced
quarterly from $80 million by an aggregate of $40 million in increasing
increments ranging from $1.5 million to $6 million per quarter. The Company
may prepay borrowings under the Credit Facility without penalty (subject to
certain charges applicable to the prepayment of LIBOR borrowings prior to the
end of the applicable interest period) so long as the amount repaid is at least
$200 thousand and a multiple of $10 thousand. Amounts prepaid under the Credit
Facility may be reborrowed so long as the total borrowings outstanding do not
exceed the maximum principal available. The Company may also permanently
reduce the maximum principal available under the Credit Facility at any time so
long as the amount of such reduction is at least $500 thousand and a multiple
of $50 thousand.
The Credit Facility is secured by liens on substantially all of the real
and personal property of Golden Road, as well as by the aforementioned parent
and personal guarantees. The Credit Facility contains covenants customary and
typical for a facility of this nature, including, but not limited to, covenants
requiring the preservation and maintenance of the Company's assets (including
provisions requiring that a minimum amount equal to two percent of the
Company's gaming revenues each year must be expended on capital expenditures at
the Atlantis), and covenants restricting the Company's ability to merge,
transfer ownership of Golden Road, incur additional indebtedness, encumber
assets, and make certain investments. The Credit Facility also
-49-
contains covenants requiring the Company to maintain certain financial ratios,
and provisions restricting transfers between Golden Road and Monarch and
between Golden Road and other specified persons. The Credit Facility also
contains provisions requiring the achievement of certain financial ratios
before the Company can repurchase its common stock or pay or declare dividends.
The Company is in compliance with all required covenants as of December 31,
2002, and 2001.
The Company paid various fees and other loan costs upon the closing of the
Credit Facility that are being amortized over the term of the Credit Facility
using the straight-line method, which approximates the effective interest rate
method. Management doesn't consider the covenants to restrict the Company's
operations.
Annual maturities of long-term debt as of December 31, 2002, are as
follows:
Year ending December 31,
2003 ......................... 8,279,095
2004 ......................... 52,000,000
2005 ......................... -
------------
$ 60,279,095
============
NOTE 6. INCOME TAX
Income tax provision (benefit) consists of the following:
Years ended December 31,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
Current provision (benefit)........... $ 4,240,255 $ 1,904,759 $ (422,302)
Deferred provision.................... 189,516 381,936 847,736
----------- ----------- -----------
$ 4,429,771 $ 2,286,695 $ 425,434
=========== =========== ===========
-50-
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,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
Income tax at the statutory rate...... 34.0% 34.0% 34.0%
Non-deductible expenses............... 1.2% 0.5% 2.5%
Tax credits........................... (1.2)% (1.3)% (5.8)%
----------- ----------- -----------
34.0% 33.2% 30.7%
=========== =========== ===========
The components of the deferred income tax assets and liabilities at
December 31, 2002 and 2001, as presented in the Consolidated Balance Sheets,
are as follows:
2002 2001
----------- -----------
CURRENT ASSETS
Compensation and benefits............ $ 261,720 $ 292,880
Bad debt reserves.................... 301,908 314,395
Accrued gaming liabilities........... 89,525 100,103
Accrued other liabilities............ (160,696) 22,100
Alternative minimum tax credit....... - 416,580
Other tax credit and other........... - -
----------- -----------
Deferred income tax asset $ 492,457 $ 1,146,058
=========== ===========
NONCURRENT LIABILITIES
Impairment of assets................. $ (70,196) $ (70,196)
Depreciation......................... (4,179,005) (4,643,090)
Land basis........................... (277,543) (277,543)
----------- -----------
Deferred income tax liability $(4,526,744) $(4,990,829)
=========== ===========
-51-
NOTE 7. BENEFIT PLANS
Savings Plan - Effective November 1, 1995, the Company adopted a savings
plan, which qualifies under Section 401(k) of the Internal Revenue Code. Under
the plan, participating employees may defer up to 15% of their pre-tax
compensation, but not more than statutory limits. The Company contributes
twenty five cents for each dollar contributed by a participant, with a maximum
contribution of 4% of a participant's compensation. The Company's matching
contributions were approximately $32,678, $31,916, and $24,097 in 2002, 2001,
and 2000, respectively.
Stock Option Plans - The Company maintains three stock option plans,
consisting of the Directors' Stock Option Plan, the Executive Long-term
Incentive Plan, and the Employee Stock Option Plan (the "Plans"), which
collectively provide for the granting of options to purchase up to 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
Plans, by their terms, will expire in June, 2003. The Board of Directors of
the Company currently expects to extend the plans and increase the number of
shares available for issue under each plan. These proposals will be submitted
for consideration and approval at the Company's 2003 Annual Meeting of
Stockholders to be held on June 12, 2003.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, but applies APB No. 25 and related
interpretations in accounting for its plans. No stock-based compensation costs
are reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of the grant.
The fair value of the Company's stock options, as presented in Note 1, was
estimated as of the grant date using the Black-Scholes option pricing model
with the following weighted average assumptions for 2002, 2001, and 2000:
dividend yield of 0.0% for all periods; expected volatility of 58.7%, 70.4%,
and 107.8%, respectively; a weighted average risk free interest rate of 3.83%,
4.36%, and 6.0%, respectively; and expected holding periods of three to nine
years.
-52-
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, 1999.... 196,900 $3.04
Granted............................ 19,800 5.07
Exercised.......................... - -
Forfeited/expired.................. (63,150) (4.92)
------- -----
Outstanding at December 31, 2000.... 153,550 3.19
Granted............................ 28,200 5.14
Exercised.......................... - -
Forfeited/expired.................. (21,850) (4.95)
------- -----
Outstanding at December 31, 2001.... 159,900 3.38
Granted............................ 34,150 10.52
Exercised.......................... (38,555) (3.27)
Forfeited/expired.................. (11,666) (4.88)
------- -----
Outstanding at December 31, 2002.... 143,829 $4.99
======= =====
Weighted average fair value of
options granted during 2002......... $10.52
=======
2001......... $ 5.14
=======
2000......... $ 5.07
=======
Stock Options Stock Options
Outstanding Exercisable
------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Range of Contractual Exercise Exercise
Exercise Prices Shares Life (in Price Shares Price
years)
---------------- --------- ----------- ---------- -------- ----------
$2.38 to $2.88 84,529 4.3 $ 2.66 42,534 $ 2.47
$4.81 to $5.60 35,150 5.5 $ 5.32 15,150 $ 5.38
$11.30 to $14.37 24,150 7.5 $12.69 9,150 $14.37
-------- -------
Total 143,829 66,834
======== =======
-53-
NOTE 8. COMMITMENTS AND CONTINGENCIES
Self Insurance - The Company is self-insured for health care claims for
eligible active employees. Benefit plan administrators assist the Company in
determining its liability for self-insured claims, and such claims are not
discounted. The Company is also self-insured for workman's compensation. Both
plans limit the Company's maximum liability under stop-loss agreements with
insurance companies. The maximum liability for health care claims under the
stop-loss agreement is $50,000 per claim. The maximum liability for workman's
compensation under the stop-loss agreement is $300,000 per claim.
The Company is a defendant in various pending legal proceedings. In the
opinion of management, all pending claims in such litigation will not, in the
aggregate, have a material adverse effect on the Company's financial position
or results of operations.
NOTE 9. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
2002
---------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
------------- ------------- ------------- ------------- -------------
Net revenues ............. $ 25,796,201 $ 27,628,872 $ 30,651,581 $ 26,960,916 $111,037,570
Operating expenses ....... $ 22,289,803 $ 22,850,271 $ 24,435,648 $ 24,266,348 $ 93,842,070
Income from operations ... $ 3,506,398 $ 4,778,601 $ 6,215,933 $ 2,694,568 $ 17,195,500
Net income ............... $ 1,585,084 $ 2,252,166 $ 3,467,460 $ 1,298,636 $ 8,603,346
Income per share of
common stock
Basic ................ $ 0.17 $ 0.24 $ 0.37 $ 0.14 $ 0.91
Diluted .............. $ 0.17 $ 0.24 $ 0.36 $ 0.14 $ 0.90
2001
---------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
------------- ------------- ------------- ------------- -------------
Net revenues ............. $ 23,750,181 $ 27,731,985 $ 28,221,640 $ 24,811,787 $104,515,593
Operating expenses ....... $ 21,425,694 $ 22,587,821 $ 22,998,370 $ 23,371,919 $ 90,383,804
Income from operations ... $ 2,324,487 $ 5,144,164 $ 5,223,270 $ 1,439,868 $ 14,131,789
Net income ............... $ 302,311 $ 1,734,054 $ 2,383,021 $ 182,378 $ 4,601,764
Income per share of
common stock
Basic ................ $ 0.03 $ 0.18 $ 0.25 $ 0.03 $ 0.49
Diluted .............. $ 0.03 $ 0.18 $ 0.25 $ 0.03 $ 0.49
-54-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
See our Current Report filed on Form 8-K dated May 24, 2002.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2003.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2003.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Equity Compensation Plan Information.
Plan Category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options, warrants and rights under equity
warrants and rights compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
- -------------------- -------------------- -------------------- ------------------------
Equity compensation
plans approved by
security holders 143,829 $4.99 242,616
Equity compensation
plans not approved - - -
by security holders
-------------------- -------------------- ------------------------
Total 143,829 $4.99 242,616
Includes the 1993 Directors' Stock Option Plan, 1993 Employee Stock Option Plan and 1993
Executive Long-Term Incentive Plan. These plans, by their terms, will expire in June 2003. The
Board of Directors of the Company currently expects to extend the plans and increase the number
of shares available for issue under each plan. These proposals will be submitted for
consideration and approval at the Company's 2003 Annual Meeting of Stockholders to be held on June
12, 2003.
Additional information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2003.
-55-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual Meeting
of Stockholders to be held on June 12, 2003.
ITEM 14. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the chief executive officer and chief financial officer of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our chief executive officer and chief
financial officer concluded that the Company's disclosure controls and
procedures were effective.
There have not been any significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation described above. We determined that there were no
significant deficiencies or material weaknesses, and therefore no corrective
actions were taken.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report:
Independent Auditors' Report
Consolidated Statements of Income for the years ended
December 31, 2002, 2001, and 2000.
Consolidated Balance Sheets at December 31, 2002, and 2001.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2002, 2001, and 2000.
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001, and 2000.
Notes to Consolidated Financial Statements.
-56-
2. Financial Statements Schedules
VALUATION AND QUALIFYING ACCOUNTS
Balance at Charged to Balance
beginning costs and at end
Year ended December 31, of year expenses Deductions Other of year
- ----------------------- ---------- ---------- ---------- ----- ----------
2000
Allowance for doubtful
accounts................... $ 649,014 $ 665,177 $ - 67 $1,314,258
2001
Allowance for doubtful
accounts................... 1,314,258 1,239,368 (1,628,543) - 925,083
2002
Allowance for doubtful
accounts................... 925,083 634,934 (672,052) - 887,965
(b) Reports on Form 8-K
There were no reports of Form 8-K filed during the fourth quarter ended
December 31, 2002.
(c) Exhibits
Number Exhibit Description
------ -------------------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
3.05 Amendment to Bylaws of Monarch Casino & Resort, Inc. adopted
January 24, 1995 is filed as an exhibit to this Form 10-K.
-57-
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.
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.
-58-
10.05 Schedule to Master Loan Agreement, dated as of December 16, 1998;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1998, Item 14(c), Exhibit
10.05.
10.06 Nonstandardized 401(k) Plan Adoption Agreement between Monarch
Casino & Resort, Inc. and Smith Barney Shearson dated November 7,
1995 is incorporated herein by reference to the Company's Form
10-K report (SEC File 0-22088) for the fiscal year ended December
31, 1995, Item 14(a)(3), Exhibit 10.21.
10.07 Recordkeeping Service Agreement between Monarch Casino & Resort,
Inc. and Travelers Recordkeeping dated June 29, 1995 is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 10.22.
10.08 Trademark Agreement between Golden Road Motor Inn, Inc. and
Atlantis Lodge, Inc., dated February 3, 1996 is incorporated
herein by reference to the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1995, Item
14(a)(3), Exhibit 10.23.
10.09 Business Loan Agreement between Golden Road Motor Inn, Inc. and
Colonial Bank, dated November 17, 1999; Promissory Note by Golden
Road Motor Inn, Inc. in favor of Colonial Bank, dated November 17,
1999; Commercial Guaranty issued by John Farahi in favor of
Colonial Bank, dated November 17, 1999; Commercial Guaranty issued
by Bahram Farahi in favor of Colonial Bank, dated November 17,
1999; and Commercial Guaranty issued by Ben Farahi, dated
November 17, 1999 is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1999, Item 14(c), Exhibit 10.14.
10.10 Schedule to Master Loan Agreement, dated as of April 1, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.15.
-59-
10.11 Schedule to Master Loan Agreement, dated as of April 19, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.16.
10.12 Schedule to Master Loan Agreement, dated as of May 5, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.17.
10.13 Schedule to Master Loan Agreement, dated as of May 24, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.18.
10.14 Schedule to Master Loan Agreement, dated as of June 23, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.19.
10.15 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.01.
10.16 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.02.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc. is incorporated herein by reference to the Company's
Form 10-K report (SEC File 0-22088) for the fiscal year ended
December 31, 1999, Item 14(c), Exhibit 21.01.
-60-
23 Consent of Deloitte & Touche LLP
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
as an exhibit to this Form 10-K.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
as an exhibit to this Form 10-K.
-61-
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 28, 2003 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 28, 2003
------------------ Chief Executive Officer (Principal
John Farahi Executive Officer) and Director
/S/ BOB FARAHI Co-Chairman of the Board of Directors, March 28, 2003
------------------ President, and Director
Bob Farahi
/S/ BEN FARAHI Co-Chairman of the Board of Directors, March 28, 2003
------------------ Secretary, Treasurer, Chief Financial
Ben Farahi Officer (Principal Financial Officer
and Principal Accounting Officer) and
Director
/S/ CRAIG. F.
SULLIVAN Director March 28, 2003
------------------
Craig F. Sullivan
/S/ RONALD R.
ZIDECK Director March 28, 2003
------------------
Ronald R. Zideck
/S/ CHARLES W.
SCHARER Director March 28, 2003
------------------
Charles W. Scharer
-62-
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ben Farahi, Chief Financial Officer of Monarch Casino & Resort, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K of Monarch Casino & Resort,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual 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 annual
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 annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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: March 28, 2003
By: /s/ Ben Farahi
---------------
Ben Farahi
Chief Financial Officer, Secretary and Treasurer
-63-
I, John Farahi, Chief Executive Officer of Monarch Casino & Resort, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K of Monarch Casino & Resort,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual 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 annual
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 annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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: March 28, 2003
By: /s/ John Farahi
---------------
John Farahi
Chief Executive Officer
-64-
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ----------- ------------------------------------------------------------------ --------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973 are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
3.05 Amendment to Bylaws of Monarch Casino & Resort, Inc. adopted
January 24, 1995 is filed as an exhibit to this Form 10-K.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Amended and Restated Monarch Casino & Resort, Inc. 1993 Directors'
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-022088) for the fiscal year
ended December 31,1998, Item 14(c), Exhibit 4.02.
4.03 Amended and Restated Monarch Casino & Resort, Inc. 1993 Executive
Long Term Incentive Plan is incorporated herein by reference to
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1997, Item 14(c), Exhibit 4.03.
4.04 Amended and Restated Monarch Casino & Resort, Inc. 1993 Employee
Stock Option Plan is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1997, Item 14(c), Exhibit 4.04.
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.
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10.03 Second Amendment to Construction and Reducing Revolving Credit
Agreement, dated as of June 12, 1998, among Golden Road Motor Inn,
Inc. as Borrower, Monarch Casino & Resort, Inc., John Farahi,
Bahram Farahi, and Behrouz Farahi as guarantors, the Lenders as
defined therein, and Wells Fargo Bank as administrative and
collateral Agent for the Lenders, Swingline Lender and L/C Issuer
is incorporated herein by reference to the Company's Form 10-Q
report (SEC File 0-22088) for the fiscal quarter ended June 30,
1998, Item 6(a), Exhibit 10.01.
10.04 Term Loan Agreement, entered into as of the 23rd day of July,
1998, by and among Golden Road Motor Inn, Inc., as Borrower,
Monarch Casino & Resort, Inc., John Farahi, Bahram Farahi and
Behrouz Farahi as guarantors, and U.S. Bank National Association
as Term Lender is incorporated herein by reference to the
Company's Form 10-Q report (SEC File 0-22088) for the fiscal
quarter ended September 30, 1998, Item 6(a), Exhibit 10.01.
10.05 Schedule to Master Loan Agreement, dated as of December 16, 1998;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1998, Item 14(c), Exhibit
10.05.
10.06 Nonstandardized 401(k) Plan Adoption Agreement between Monarch
Casino & Resort, Inc. and Smith Barney Shearson dated November 7,
1995 is incorporated herein by reference to the Company's Form
10-K report (SEC File 0-22088) for the fiscal year ended December
31, 1995, Item 14(a)(3), Exhibit 10.21.
10.07 Recordkeeping Service Agreement between Monarch Casino & Resort,
Inc. and Travelers Recordkeeping dated June 29, 1995 is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 10.22.
10.08 Trademark Agreement between Golden Road Motor Inn, Inc. and
Atlantis Lodge, Inc., dated February 3, 1996 is incorporated
herein by reference to the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1995, Item
14(a)(3), Exhibit 10.23.
10.09 Business Loan Agreement between Golden Road Motor Inn, Inc. and
Colonial Bank, dated November 17, 1999; Promissory Note by Golden
Road Motor Inn, Inc. in favor of Colonial Bank, dated November 17,
1999; Commercial Guaranty issued by John Farahi in favor of
Colonial Bank, dated November 17, 1999; Commercial Guaranty issued
by Bahram Farahi in favor of Colonial Bank, dated November 17,
1999; and Commercial Guaranty issued by Ben Farahi, dated
November 17, 1999 is incorporated herein by reference to the
Company's Form 10-K report (SEC File 0-22088) for the fiscal year
ended December 31, 1999, Item 14(c), Exhibit 10.14.
10.10 Schedule to Master Loan Agreement, dated as of April 1, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.15.
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10.11 Schedule to Master Loan Agreement, dated as of April 19, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.16.
10.12 Schedule to Master Loan Agreement, dated as of May 5, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.17.
10.13 Schedule to Master Loan Agreement, dated as of May 24, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.18.
10.14 Schedule to Master Loan Agreement, dated as of June 23, 1999;
Master Loan Agreement, dated as of October 3, 1998; and
Guaranties, dated as of September 9, 1998, by and among Golden
Road Motor Inn, Inc., as Borrower, Monarch Casino & Resort, Inc.,
John Farahi, Bahram Farahi and Behrouz Farahi as guarantors, and
U.S. Bank Leasing and Financial as Lender is incorporated herein
by reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1999, Item 14(c),
Exhibit 10.19.
10.15 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.01.
10.16 Agreement dated November 3, 1999 between Golden Road Motor Inn,
Inc. and First Security Leasing Company of Nevada is incorporated
herein by reference to the Company's Form 10-Q report (SEC File
0-22088) for the fiscal quarter ended September 30, 2000, Item
6(a), Exhibit 10.02.
21.01 Amended and Restated List of Subsidiaries of Monarch Casino &
Resort, Inc. is incorporated herein by reference to the Company's
Form 10-K report (SEC File 0-22088) for the fiscal year ended
December 31, 1999, Item 14(c), Exhibit 21.01.
23 Consent of Deloitte & Touche LLP
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 66
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 67
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EXHIBIT 3.05
AMENDMENT TO BYLAWS OF MONARCH CASINO & RESORT, INC.
Article II, Section 2, is amended to read:
2. CLASSIFICATION OF BOARD. The Corporation shall have two (2) categories
of Directors entitled "A" and "B." Each category of Directors shall include a
minimum of one quarter (1/4) of the entire Board of Directors. The term of
each Director in category A shall expire in the even numbered year following
election and the term of each Director in category B shall expire in the odd
numbered year following election. Upon a Director's initial election to the
Board, the Board shall designate the category of such Director. The expiration
of the term of office of Directors in each category shall be that set forth
below.
Category Term Expires
-------- ------------
A 1996 and each
even numbered
year thereafter
B 1995 and each
odd numbered
year thereafter
Each category of Directors shall be elected at the annual meeting of
stockholders for the year in which the term of each respective category
expires. Each director shall serve until his successor shall have been elected
or qualified, provided that in the event of failure to hold the annual meeting
or to hold such election at such annual meeting, the election may be held at
any special meeting of the stockholders called for that purpose.
CERTIFICATE OF SECRETARY
The undersigned Secretary does hereby certify that the foregoing is a true
and correct copy of the Amendment to Bylaws of Monarch Casino & resort, Inc.
adopted at a meeting of the Board of Directors held on January 24, 1995.
Dated this 24th day of January, 1995.
/s/ Ben Farahi
--------------
Ben Farahi
Secretary
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
Nos. 333-85412, 333-85418 and 333-85420 of Monarch Casino & Resort, Inc., on
Form S-8 of our report dated February 18, 2003, appearing in this Annual
Report on Form 10-K of Monarch Casino & Resort, Inc., for the year ended
December 31, 2002.
/s/ Deloitte & Touche LLP
Reno, Nevada
March 27, 2003
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EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Monarch Casino &
Resort, Inc., (the "Company") for the year ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John Farahi, Chief Executive Officer of the Company, certify, pursuant to
and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition of the
Company as of the dates indicated and result of operations
of the Company for the periods indicated.
/S/ JOHN FARAHI
John Farahi
Chief Executive Officer
March 28, 2003
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EXHIBIT 99.2
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Monarch Casino & Resort,
Inc., (the "Company") for the year ended December 31 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ben
Farahi, Chief Financial Officer, Secretary and Treasurer of the Company,
certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition of the Company
as of the dates indicated and result of operations of the
Company for the periods indicated.
/S/ BEN FARAHI
BEN FARAHI
Chief Financial Officer, Secretary and Treasurer
March 28, 2003
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