MONARCH CASINO & RESORT INC - Quarter Report: 2006 June (Form 10-Q)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the quarterly period ended June 30, 2006
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 of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
No.)
|
3800
S. Virginia St.
|
|
Reno,
Nevada
|
89502
|
(Address
of Principal Executive Offices)
|
(ZIP
Code)
|
1175
W. Moana Lane, Suite 200, Reno, Nevada 89509
|
|
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
|
(775)
335-4600
Registrant's
telephone number, including area code:
___________________
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
o
1
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large
Accelerated Filer o Accelerated
Filer x Non-Accelerated
Filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No
x
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Common
stock, $0.01 par value
|
19,059,302
shares
|
|
Class
|
Outstanding
at August 8, 2006
|
2
TABLE
OF
CONTENTS
Page
Number
|
|||
Part
I.
|
Financial
Information
|
||
Item
1.
|
-
Financial Statements
|
||
-
Condensed
Consolidated Statements of Income for the three and six months ended
June
30, 2006 and 2005 (unaudited)
|
4
|
||
-
Condensed Consolidated Balance Sheets at June 30, 2006 (unaudited)
and
December
31, 2005
|
5
|
||
-
Condensed Consolidated Statements of Cash Flows for the six months
ended
June 30,
2006 and 2005 (unaudited)
|
6
|
||
-
Notes to the Condensed Consolidated Financial Statements
(unaudited)
|
7
|
||
Item
2.
|
-
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
|
14
|
|
Item
3.
|
-
Quantitative and Qualitative Disclosures About Market Risk
|
23
|
|
Item
4.
|
-
Controls and Procedures
|
23
|
|
Part
II.
|
Other
Information
|
||
Item
1.
|
-
Legal Proceedings
|
24
|
|
Item
1A.
|
-
Risk Factors
|
25
|
|
Item
4.
|
-
Submission of Matters to a Vote of Security Holders
|
27
|
|
Item
5.
|
-
Other Information
|
27
|
|
Item
6.
|
-
Exhibits
|
27
|
|
Signatures
|
28
|
||
Exhibit
Index
|
29
|
||
Exhibit
31.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of
2002
|
30
|
||
Exhibit
31.2 Certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of
2002
|
31
|
||
Exhibit
32.1 Certification of John Farahi pursuant to Section 906 of the
Sarbanes-Oxley
Act of 2002
|
32
|
||
Exhibit
32.2 Certification of Ronald Rowan pursuant to Section 906 of the
Sarbanes-Oxley
Act of 2002
|
33
|
3
PART
1. -
FINANCIAL INFORMATION
ITEM
1.
FINANCIAL STATEMENTS
MONARCH
CASINO & RESORT, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
2006
(unaudited)
|
2005
(unaudited)
|
2006
(unaudited)
|
2005
(unaudited)
|
||||||||||
Revenues
|
|||||||||||||
Casino
|
$
|
25,780,512
|
$
|
24,023,224
|
$
|
49,904,559
|
$
|
44,925,132
|
|||||
Food and beverage
|
10,135,342
|
9,404,978
|
19,880,159
|
18,431,314
|
|||||||||
Hotel
|
6,445,709
|
5,783,330
|
12,479,644
|
11,371,482
|
|||||||||
Other
|
1,340,524
|
1,140,419
|
2,431,100
|
2,188,756
|
|||||||||
Gross revenues
|
43,702,087
|
40,351,951
|
84,695,462
|
76,916,684
|
|||||||||
Less promotional allowances
|
(6,043,336
|
)
|
(5,369,564
|
)
|
(11,431,050
|
)
|
(10,371,595
|
)
|
|||||
Net revenues
|
37,658,751
|
34,982,387
|
73,264,412
|
66,545,089
|
|||||||||
Operating
expenses
|
|||||||||||||
Casino
|
8,479,719
|
7,952,246
|
16,491,881
|
15,487,093
|
|||||||||
Food and beverage
|
4,700,015
|
4,730,595
|
9,490,786
|
9,167,960
|
|||||||||
Hotel
|
2,002,146
|
1,810,963
|
4,105,869
|
3,838,836
|
|||||||||
Other
|
417,830
|
323,418
|
732,284
|
645,064
|
|||||||||
Selling, general and administrative
|
12,561,359
|
9,772,874
|
23,402,845
|
18,582,167
|
|||||||||
Gaming development expense
|
29,067
|
56,310
|
72,832
|
260,708
|
|||||||||
Depreciation and amortization
|
2,144,481
|
2,099,912
|
4,291,239
|
4,138,112
|
|||||||||
Total operating expenses
|
30,334,617
|
26,746,318
|
58,587,736
|
52,119,940
|
|||||||||
Income from operations
|
7,324,134
|
8,236,069
|
14,676,676
|
14,425,149
|
|||||||||
Other
expense
|
|||||||||||||
Interest expense
|
-
|
(283,963
|
)
|
(59,444
|
)
|
(589,337
|
)
|
||||||
Income before income taxes
|
7,324,134
|
7,952,106
|
14,617,232
|
13,835,812
|
|||||||||
Provision for income taxes
|
2,501,902
|
2,758,000
|
5,026,902
|
4,788,000
|
|||||||||
Net income
|
$
|
4,822,232
|
$
|
5,194,106
|
$
|
9,590,330
|
$
|
9,047,812
|
|||||
Earnings
per share of common stock
|
|||||||||||||
Net income
|
|||||||||||||
Basic
|
$
|
0.25
|
$
|
0.28
|
$
|
0.51
|
$
|
0.48
|
|||||
Diluted
|
$
|
0.25
|
$
|
0.27
|
$
|
0.50
|
$
|
0.47
|
|||||
Weighted
average number of common shares
and potential common shares outstanding
|
|||||||||||||
Basic
|
18,950,687
|
18,834,974
|
18,918,321
|
18,825,947
|
|||||||||
Diluted
|
19,282,501
|
19,099,112
|
19,268,889
|
19,072,009
|
The
accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of these statements.
4
MONARCH
CASINO & RESORT, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
June
30, 2006
(unaudited)
|
December
31, 2005
|
||||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
|
$
|
18,086,552
|
$
|
12,886,494
|
|||
Receivables, net
|
3,334,252
|
3,559,602
|
|||||
Federal income tax refund receivable
|
266,252
|
286,760
|
|||||
Inventories
|
1,467,337
|
1,456,453
|
|||||
Prepaid expense
|
2,620,561
|
2,401,619
|
|||||
Deferred income taxes
|
1,721,883
|
1,326,224
|
|||||
Total current assets
|
27,496,837
|
21,917,152
|
|||||
Property
and equipment
|
|||||||
Land
|
10,339,530
|
10,339,530
|
|||||
Land improvements
|
3,166,107
|
3,166,107
|
|||||
Buildings
|
78,955,538
|
78,955,538
|
|||||
Building improvements
|
10,398,814
|
10,398,814
|
|||||
Furniture and equipment
|
70,285,434
|
67,393,755
|
|||||
Leasehold improvement
|
1,346,965
|
1,346,965
|
|||||
174,492,388
|
171,600,709
|
||||||
Less accumulated depreciation and amortization
|
(80,228,943
|
)
|
(76,117,346
|
)
|
|||
Net property and equipment
|
94,263,445
|
95,483,363
|
|||||
Other assets, net
|
269,524
|
269,524
|
|||||
Total assets
|
$
|
122,029,806
|
$
|
117,670,039
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts payable
|
$
|
5,354,980
|
$
|
7,335,630
|
|||
Accrued expenses
|
9,082,770
|
8,722,221
|
|||||
Total current liabilities
|
14,437,750
|
16,057,851
|
|||||
Long-term debt, less current maturities
|
-
|
8,100,000
|
|||||
Deferred income taxes
|
5,568,196
|
5,953,193
|
|||||
Commitments and contingencies
|
|||||||
Stockholders’ equity
|
|||||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized;
none issued
|
-
|
-
|
|||||
Common stock, $0.01 par value, 30,000,000 shares authorized;
19,072,550 shares issued; 19,052,636 outstanding
at 6/30/2006, 18,879,310 outstanding at
12/31/2005
|
190,726
|
190,726
|
|||||
Additional paid-in capital
|
22,121,537
|
17,882,827
|
|||||
Treasury stock, 19,914 shares at 6/30/2006; 193,240
shares at 12/31/2005, at cost
|
(73,052
|
)
|
(708,877
|
)
|
|||
Retained earnings
|
79,784,649
|
70,194,319
|
|||||
Total stockholders’ equity
|
102,023,860
|
87,558,995
|
|||||
Total liabilities and stockholders’ equity
|
$
|
122,029,806
|
$
|
117,670,039
|
The
accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of these statements.
5
MONARCH
CASINO & RESORT, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six
Months Ended
June
30,
|
|||||||
2006
(unaudited)
|
2005
(unaudited)
|
||||||
Cash
flows from operating activities:
|
|||||||
Net income
|
$
|
9,590,330
|
$
|
9,047,812
|
|||
Adjustments to reconcile net income to net
cash provided by operating activities
|
|||||||
Depreciation and amortization
|
4,291,239
|
4,138,112
|
|||||
Amortization of deferred loan costs
|
-
|
45,749
|
|||||
Share-based compensation
|
2,260,100
|
-
|
|||||
Provision for bad debt
|
541,602
|
25,487
|
|||||
Loss (gain) on disposal of assets
|
40,896
|
(22,600
|
)
|
||||
Deferred income taxes
|
(780,660
|
)
|
(338,999
|
)
|
|||
Changes in assets and liabilities
|
|||||||
Receivables, net
|
(295,743
|
)
|
568,198
|
||||
Inventories
|
(10,883
|
)
|
41,049
|
||||
Prepaid expenses
|
(218,942
|
)
|
(250,868
|
)
|
|||
Accounts payable
|
(1,980,650
|
)
|
1,624,776
|
||||
Accrued expenses and federal income taxes
payable
|
360,553
|
107,285
|
|||||
Net cash provided by operating activities
|
13,797,842
|
14,986,001
|
|||||
Cash
flows from investing activities:
|
|||||||
Proceeds from sale of assets
|
16,705
|
22,600
|
|||||
Acquisition of property and equipment
|
(3,128,923
|
)
|
(4,146,015
|
)
|
|||
Net cash used in investing activities
|
(3,112,218
|
)
|
(4,123,415
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds from exercise of stock options
|
2,027,381
|
280,541
|
|||||
Tax benefit of stock option exercise
|
587,053
|
-
|
|||||
Principal payments on long-term debt
|
(8,100,000
|
)
|
(12,500,000
|
)
|
|||
Net cash used in financing activities
|
(5,485,566
|
)
|
(12,219,459
|
)
|
|||
Net increase (decrease) in cash
|
5,200,058
|
(1,356,873
|
)
|
||||
Cash at beginning of period
|
12,886,494
|
11,814,778
|
|||||
Cash at end of period
|
$
|
18,086,552
|
$
|
10,457,905
|
Supplemental
disclosure of cash flow information
|
|||||||
Cash paid for interest
|
$
|
66,659
|
$
|
645,166
|
|||
Cash paid for income taxes
|
$
|
5,200,000
|
$
|
4,100,000
|
The
accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of these statements.
6
MONARCH
CASINO & RESORT, INC.
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of
Presentation
Monarch
Casino & Resort, Inc. ("Monarch"), a Nevada corporation, was incorporated in
1993. Monarch's wholly owned subsidiary, Golden Road Motor Inn, Inc. ("Golden
Road"), operates the Atlantis Casino Resort (the "Atlantis"), a hotel/casino
facility in Reno, Nevada. Unless stated otherwise, the "Company" refers
collectively to Monarch and its Golden Road subsidiary.
The
consolidated financial statements include the accounts of Monarch and Golden
Road. Intercompany balances and transactions are eliminated.
Interim
Financial Statements
The
accompanying condensed consolidated financial statements for the three- and
six-month periods ended June 30, 2006 and 2005 are unaudited. In the opinion
of
management, all adjustments, (which include normal recurring adjustments)
necessary for a fair presentation of the Company's financial position and
results of operations for such periods, have been included. The accompanying
unaudited condensed consolidated financial statements should be read in
conjunction with the Company's audited financial statements included in its
Annual Report on Form 10-K for the year ended December 31, 2005. The results
for
the three- and six-month periods ended June 30, 2006 are not necessarily
indicative of the results that may be expected for the year ending December
31,
2006, or for any other period.
Use
of
Estimates
In
preparing these financial statements in conformity with U.S. generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the respective periods. Actual results could differ
from those estimates.
Self-insurance
Reserves
The
Company reviews self-insurance reserves at least quarterly. The amount of
reserve is determined by reviewing the actual expenditures for the previous
twelve-month period and reviewing reports prepared by third party plan
administrators for any significant unpaid claims. The reserve is accrued at
an
amount that approximates amounts needed to pay both reported and unreported
claims as of the balance sheet dates, which management believes are
adequate.
Inventories
Inventories,
consisting primarily of food, beverages, and retail merchandise, are stated
at
the lower of cost or market. Cost is determined on a first-in, first-out
basis.
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:
7
Land
improvements
|
|
15-40
years
|
Buildings
|
|
30-40
years
|
Building
improvements
|
|
15-40
years
|
Furniture
|
|
5-10
years
|
Equipment
|
|
5-20
years
|
In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
"Accounting for the Impairment and Disposal of Long-Lived Assets," the Company
evaluates the carrying value of its long-lived assets for impairment at least
annually or whenever events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable from related future
undiscounted cash flows. Indicators which could trigger an impairment review
include legal and regulatory factors, market conditions and operational
performance. Any resulting impairment loss, measured as the difference between
the carrying amount and the fair value of the assets, could have a material
adverse impact on the Company's financial condition and results of
operations.
Casino
Revenues
Casino
revenues represent the net win from gaming activity, which is the difference
between wins and losses. Additionally, net win is reduced by a provision for
anticipated payouts on slot participation fees, progressive jackpots and any
pre-arranged marker discounts.
Promotional
Allowances
Our
frequent player program, Club Paradise, allows members, through the frequency
of
their play at our casino, to earn and accumulate point values which may be
redeemed for a variety of goods and services at our Atlantis Casino Resort.
Point values may be applied toward room stays at our hotel, food and beverage
consumption at any of our food outlets, gift shop items as well as goods and
services at our spa and beauty salon. Point values earned may also be applied
toward off-property events such as concerts, shows and sporting events. Point
values may not be redeemed for cash.
Awards
under our frequent player program are recognized as promotional expenses at
the
time of redemption.
The
retail value of hotel, food and beverage services provided to customers without
charge is included in gross revenue and deducted as promotional allowances.
The
cost associated with complimentary food, beverage, rooms and merchandise
redeemed under the program is recorded in casino costs and
expenses.
Income
Taxes
Income
taxes are recorded in accordance with the liability method specified by SFAS
No.
109 "Accounting for Income Taxes." Under the asset and liability approach for
financial accounting and reporting for income taxes, the following basic
principles are applied in accounting for income taxes at the date of the
financial statements: (a) a current liability or asset is recognized for the
estimated taxes payable or refundable on taxes for the current year; (b) a
deferred income tax liability or asset is recognized for the estimated future
tax effects attributable to temporary differences and carryforwards; (c) the
measurement of current and deferred tax liabilities and assets is based on
the
provisions of the enacted tax law; (d) the effects of future changes in tax
laws
or rates are not anticipated; and (e) 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.
8
Allowance
for Doubtful Accounts
The
Company extends short-term credit to its gaming customers. Such credit is
non-interest bearing and due on demand. In addition, the Company also has
receivables due from hotel guests which are primarily secured with a credit
card
at the time a customer checks in. An allowance for doubtful accounts is set
up
for all Company receivables based upon the Company’s historical collection and
write-off experience, unless situations warrant a specific identification of
a
necessary reserve related to certain receivables. The Company charges off its
uncollectible receivables once all efforts have been made to collect such
receivables. The book value of receivables approximates fair value due to the
short-term nature of the receivables.
Stock
Based Compensation
On
January 1, 2006, we adopted the provisions of SFAS 123R and
SAB
107
requiring the measurement and recognition of all share-based compensation under
the fair value method. We implemented SFAS 123R using the modified prospective
transition method.
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 gave 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 opened in the Sacramento area, one of our
primary feeder markets, in June of 2003. Other new Native American casinos
are
under construction in the northern California market, as well as other markets
the Company currently serves, that could have an impact on the Company's
financial position and results of operations.
In
addition, the Company relies on non-conventioneer visitors partially comprised
of individuals flying into the Reno area. The “War on Terrorism,” combined with
the ongoing situation in Iraq and the threat of further terrorist attacks could
have an adverse effect on the Company's revenues from this segment. The
terrorist attacks that took place in the United States on September 11, 2001,
were unprecedented events that created economic and business uncertainties,
especially for the travel and tourism industry. The potential for future
terrorist attacks, the national and international responses, and other acts
of
war or hostility including the ongoing situation in Iraq and other parts of
the
Middle East, have created economic and political uncertainties that could
materially adversely affect our business, results of operations, and financial
condition in ways we cannot predict.
A
change
in regulations on land use requirements with regard to development of new hotel
casinos in the proximity of the Atlantis could have an adverse impact on our
business, results of operations, and financial condition.
9
The
Company also markets heavily to Reno-area residents. A major casino-hotel
operator that successfully focuses on local resident business in Las Vegas
has
announced plans to develop hotel-casino properties in Reno. The competition
for
this market segment is likely to increase and could impact the Company’s
business.
NOTE
2.
STOCK-BASED COMPENSATION
The
amount, frequency, and terms of share-based awards we grant may vary based
on
competitive practices, company operating results, and government regulations.
New shares are issued out of treasury stock upon option exercise or may be
issued from our authorized but unissued shares.
The
Company maintains three stock
option plans, consisting
of the Directors' Stock Option Plan, the Executive Long-term Incentive Plan,
and
the Employee Stock Option Plan (the "Plans"), which collectively provide for
the
granting of options to purchase up to 2,250,000 common shares. The exercise
price of stock options granted under the Plans is established by the respective
plan committees, but the exercise price may not be less than the market price
of
the Company's common stock on the date the option is granted. Our stock options
typically vest on a graded schedule, typically in equal, one-third increments,
although the respective stock option committees have the discretion to impose
different vesting periods or modify existing vesting periods. Options expire
ten
years from the grant date. By their amended terms, the Plans will expire in
June, 2013.
Current
year stock option activity as of and for the six months ended June 30,
2006:
Weighted
Average
|
|||||||||||||
Options
|
Shares
|
Exercise
Price
|
Remaining
Contractual Term
|
Aggregate
Intrinsic Value
|
|||||||||
Outstanding
at beginning of period
|
1,117,558
|
$
|
13.25
|
-
|
-
|
||||||||
Granted
|
136,630
|
26.63
|
-
|
-
|
|||||||||
Exercised
|
(173,326
|
)
|
11.73
|
-
|
-
|
||||||||
Forfeited
|
(110,000
|
)
|
12.44
|
-
|
-
|
||||||||
Expired
|
0
|
-
|
-
|
-
|
|||||||||
Outstanding
at end of period
|
970,862
|
$
|
15.50
|
8.7
yrs.
|
$
|
12,250,256
|
|||||||
Exercisable
at end of period
|
156,556
|
$
|
12.16
|
8.1
yrs.
|
$
|
2,456,176
|
Expense
Measurement and Recognition
On
January 1, 2006, we adopted the provisions of SFAS 123R and
SAB
107
requiring the measurement and recognition of all share-based compensation under
the fair value method. We implemented SFAS 123R using the modified prospective
transition method.
Accordingly,
for the three- and six-month periods ended June 30, 2006, we recognized
share-based compensation for all current award grants and for the unvested
portion of previous award grants based on grant date fair values. Prior to
fiscal 2006, we accounted for share-based awards under the
disclosure-only provisions of SFAS No. 123, as amended by SFAS No. 148, but
applied APB No. 25 and related interpretations in accounting for the
Plans,
which
resulted in pro-forma compensation expense only for stock option awards. Prior
period financial statements have not been adjusted to reflect fair value
share-based compensation expense under SFAS 123R.
10
With
the
adoption of SFAS 123R, we changed our method of expense attribution for fair
value share-based compensation from the straight-line approach to the
accelerated approach for all awards granted. We anticipate the accelerated
method will provide a more meaningful measure of costs incurred and be most
representative of the economic reality associated with unvested stock options
outstanding. Unrecognized costs related to all share-based awards outstanding
at
June 30, 2006 totaled approximately $4.3 million and is expected to be
recognized over a weighted average period of 1.82 years.
We
use
historical data and projections to estimate expected employee, executive and
director behaviors related to option exercises and forfeitures.
We
estimate the fair value of each stock option award on the grant date using
the
Black-Scholes valuation model incorporating the assumptions noted in the
following table. Option valuation models require the input of highly subjective
assumptions, and changes in assumptions used can materially affect the fair
value estimate.
Three
Months Ended
June
30,
|
|||||||
2006
|
2005
|
||||||
Option
Valuation Assumptions
|
|||||||
Expected volatility
|
40.1%
|
45.6%
|
|||||
Expected dividends
|
0.0%
|
0.0%
|
|||||
Expected life (in years)
|
|||||||
Directors’ Plan
|
2.5
|
6.2
|
|||||
Executive Plan
|
8.4
|
N/A
|
|||||
Employee Plan
|
3.4
|
5.0
|
|||||
Weighted average risk free rate
|
4.8%
|
|
3.9%
|
|
|||
Weighted
average grant date fair value per share
of options granted
|
$
|
13.18
|
$
|
9.24
|
|||
Total
intrinsic value of options exercised
|
$
|
2,579,890
|
$
|
1,022,880
|
|||
Cash
received for all stock option exercises
|
$
|
2,027,381
|
$
|
280,541
|
|||
Tax
benefit realized for tax return deductions
|
$
|
499,668
|
$
|
244,680
|
The
risk-free interest rate is based on the U.S. treasury security rate in
effect as of the date of grant. The expected lives of options are based on
historical data of the Company. In 2006, the Company determined that an implied
volatility is more reflective of market conditions and a better indicator of
expected volatility.
Reported
stock based compensation was classified as follows:
Three
Months Ended
June
30, 2006
|
Six
Months Ended
June
30, 2006
|
||||||
Casino
|
$
|
11,207
|
$
|
29,778
|
|||
Food
& beverage
|
12,858
|
33,025
|
|||||
Hotel
|
12,462
|
29,692
|
|||||
Selling,
general & administrative
|
1,675,208
|
2,167,605
|
|||||
Total
stock-based compensation, before
taxes
|
$
|
1,711,735
|
$
|
2,260,101
|
|||
Tax
benefit
|
(599,107
|
)
|
(791,035
|
)
|
|||
Total
stock-based compensation, net
of tax
|
$
|
1,112,628
|
$
|
1,469,066
|
11
The
following table illustrates the effect on net income and net income per common
share as if the Company had applied the fair value recognition provisions of
SFAS No. 123 to all outstanding stock option awards for periods
presented prior to the Company’s adoption of
SFAS No. 123R:
Three
Months Ended
June
30, 2005
|
Six
Months Ended
June
30, 2005
|
||||||
Net
income, as reported
|
$
|
5,194,106
|
$
|
9,047,812
|
|||
Pro
forma share-based compensation, net of tax
|
(257,213
|
)
|
(508,538
|
)
|
|||
Pro
forma net income
|
$
|
4,936,893
|
$
|
8,539,274
|
|||
Basic
earnings per share,
|
|||||||
As reported:
|
$
|
0.28
|
$
|
0.48
|
|||
Pro forma:
|
$
|
0.26
|
$
|
0.45
|
|||
Diluted
earnings per share,
|
|||||||
As reported:
|
$
|
0.27
|
$
|
0.47
|
|||
Pro forma:
|
$
|
0.26
|
$
|
0.45
|
NOTE
3.
EARNINGS PER SHARE
The
Company reports "basic" earnings per share and "diluted" earnings per share
in
accordance with the provisions of SFAS No. 128, "Earnings Per Share." Basic
earnings per share is computed by dividing reported net earnings by the
weighted-average number of common shares outstanding during the period. Diluted
earnings per share reflect the additional dilution for all potentially dilutive
securities such as stock options. On March 31, 2005, the Company split its
common stock on a 2 for 1 basis. The following is a reconciliation of the number
of shares (denominator) used in the basic and diluted earnings per share
computations (shares in thousands):
Three
Months Ended June 30,
|
|||||||||||||
2006
|
2005
|
||||||||||||
|
Shares
|
Per
Share Amount
|
Shares
|
Per
Share Amount
|
|||||||||
Basic
|
18,951
|
$
|
0.25
|
18,835
|
$
|
0.28
|
|||||||
Effect
of Dilutive Stock Options
|
332
|
-
|
264
|
(0.01
|
)
|
||||||||
Diluted
|
19,283
|
$
|
0.25
|
19,099
|
$
|
0.27
|
Six
Months Ended June 30,
|
|||||||||||||
2006
|
2005
|
||||||||||||
Shares
|
Per
Share Amount
|
Shares
|
Per
Share Amount
|
||||||||||
Basic
|
18,918
|
$
|
0.51
|
18,826
|
$
|
0.48
|
|||||||
Effect
of Dilutive Stock Options
|
351
|
(0.01
|
)
|
246
|
(0.01
|
)
|
|||||||
Diluted
|
19,269
|
$
|
0.50
|
19,072
|
$
|
0.47
|
Excluded
from the computation of diluted earnings per share for the 2005 three- and
six-month periods are 10,000 and 38,300 options, respectively, where the
exercise prices are greater than the market price as their effects would be
anti-dilutive in the computation of diluted earnings per share. No options
were
excluded from the 2006 three- and six-month diluted earnings per share
calculations.
12
NOTE
4.
RECENTLY ISSUED ACCOUNTING STANDARDS
In
July
2006, the Financial Accounting Standards Board issued FASB Interpretation No.
48
(“FIN 48”) “Accounting for Uncertainty in Income Taxes - an interpretation of
FASB Statement No. 109,” to clarify certain aspects of accounting for uncertain
tax positions, including issues related to the recognition and measurement
of
those tax positions. This interpretation is effective for fiscal years beginning
after December 15, 2006. The Company is in the process of evaluating the impact
of the adoption of this interpretation on the Company’s results of operations
and financial condition.
NOTE
5.
RELATED PARTY TRANSACTIONS
On
July
26, 2006, the Company made a formal offer to purchase the 18.95-acre shopping
center adjacent to its Atlantis Casino Resort Spa (the “Shopping Center”), which
is owned by Biggest Little Investments, L.P. (“BLI”). The Company’s offer was
formulated and delivered by a committee comprised of the Company’s independent
directors.
Three
of
the Company's principal stockholders have ownership interests in the general
partner of BLI, Maxum LLC, and beneficially own limited partnership interests
in
BLI. The sole manager of Maxum LLC, Ben Farahi, is one of the Company’s
principal stockholders and, as of May 23, 2006, resigned from his positions
as
Co-Chairman of the Board, Secretary, Treasurer and Chief Financial Officer
of
Monarch.
The
Company does not have any ownership, options to purchase (except with respect
to
the driveway discussed below) or first rights of refusal over or control of
the
Shopping Center. The Company does not have management control over or with
respect to the Shopping Center. As of March 27, 2006, based on disclosures
in
BLI’s Form 10-KSB, there were approximately 1,534 holders of BLI units owning an
aggregate of 180,937 units (including units held by affiliates of BLI’s general
partner).
The
Company currently rents various spaces in the Shopping Center which it uses as
office and storage space, and paid rent of approximately $22,400 and $46,000
plus common area expenses for the three and six months ended June 30, 2006,
respectively, and approximately $14,050 and $28,850 plus common area expenses
for the three and six months ended June 30, 2005, respectively.
In
addition, a driveway that is being shared between the Atlantis and the Shopping
Center was completed on September 30, 2004. As part of this project, in January
2004, the Company leased a 37,368 square-foot corner section of the Shopping
Center for a minimum lease term of 15 years at an annual rent of $300,000,
subject to increase every 60 months based on the Consumer Price Index. The
Company began paying rent to the Shopping Center on September 30, 2004. The
Company also uses part of the common area of the Shopping Center and pays its
proportional share of the common area expense of the Shopping Center. The
Company has the option to renew the lease for three five-year terms, and at
the
end of the extension periods, the Company has the option to purchase the leased
section of the Shopping Center at a price to be determined based on an MAI
Appraisal. The leased space is being used by the Company for pedestrian and
vehicle access to the Atlantis, and the Company may use a portion of the parking
spaces at the Shopping Center. The total cost of the project was $2.0 million;
the Company was responsible for two thirds of the total cost, or $1.35 million.
The cost of the new driveway is being depreciated over the initial 15-year
lease
term; some components of the new driveway are being depreciated over a shorter
period of time. The Company paid approximately $75,000 and $150,000 plus common
area maintenance charges for its leased driveway space at the Shopping Center
during each of the three and six months ended June 30, 2006 and 2005,
respectively.
13
The
Company is currently leasing sign space from the Shopping Center. The lease
took
effect in March 2005 for a monthly cost of $1. The lease was renewed for another
year for a monthly lease of $1,000 effective January 1, 2006. The Company paid
$3,000 and $6,000 for the leased sign at the Shopping Center for the three
and
six months ended June 30, 2006, respectively, and did not make any payments
for
the three and six months ended June 30, 2005.
The
Company accounts for its rental expense using the straight-line method over
the
original lease term. Rental increases based on the change in the CPI are
contingent and accounted for prospectively.
Four
principal stockholders potentially control the Company through their 39.0%
beneficial ownership of the Company’s outstanding common shares as of June 30,
2006.
On
September 23, 2003, the Company entered into an option agreement with an
affiliate of its controlling stockholders to purchase property in South Reno
for
development of a new hotel casino. The Company, through the current property
owner, filed an application with the City of Reno for both master plan and
zoning changes for 13 acres of the property. On January 20, 2005, the City
of
Reno Planning Commission approved the application for zoning change on the
property; the Reno City Council would next have to approve the application.
On
April 13, 2005, the Reno City Council rejected the application for master plan
and zoning change. As a result of the City Council’s decision, the Company
expensed in 2005 a charge of approximately $289,000 in gaming development costs
related to the potential new hotel casino. The option agreement was set to
expire on September 15, 2005, and the Company’s Board of Directors voted to let
the agreement expire on such date without exercising the Company’s option to
purchase.
The
Company is currently leasing billboard advertising space from affiliates of
its
controlling stockholders for a total cost of $3,500 and $21,000 for the three
and six months ended June 30, 2006, respectively, and $10,500 and $17,500 for
the three and six months ended June 30, 2005, respectively.
Additionally,
the Company is currently renting storage space and, through May 2006, the
Company also rented office space from a company affiliated with Monarch’s
controlling stockholders and expensed approximately $7,000 and $14,000 for
such
spaces for each of the three- and six-month periods ended June 30, 2006 and
2005, respectively.
ITEM
2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
STATEMENT
ON FORWARD-LOOKING INFORMATION
Certain
information included herein contains statements that may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as
statements relating to anticipated expenses, capital spending and financing
sources. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any
forward-looking statements made herein. These risks and uncertainties include,
but are not limited to, those relating to competitive industry conditions
including competition for Reno-area residents, expansion of Indian casinos
in
California and elsewhere, Reno-area tourism and convention business conditions,
the scheduling of major Reno-area bowling tournaments, 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) and land use requirements, outcome of litigation, domestic
or global economic conditions including those affected by the events of
September 11, 2001 and the ongoing situation in Iraq and other parts of the
Middle East, and changes in federal or state tax laws or the administration
of
such laws.
14
OVERVIEW
Monarch
Casino & Resort, Inc., through its wholly-owned subsidiary, Golden Road
Motor Inn, Inc. ("Golden Road"), owns and operates the tropically-themed
Atlantis Casino Resort, a hotel/casino facility in Reno, Nevada (the
"Atlantis"). Monarch was incorporated in 1993 under Nevada law for the purpose
of acquiring all of the stock of Golden Road. The principal asset of Monarch
is
the stock of Golden Road, which holds all of the assets of the
Atlantis.
Our
sole
operating asset, the Atlantis, is a hotel/casino resort located in Reno, Nevada.
Our business strategy is to maximize the Atlantis' revenues, operating income
and cash flow primarily through our casino, our food and beverage operations
and
our hotel operations. We derive our revenues by appealing to middle to
upper-middle income Reno residents, emphasizing slot machine play in our casino.
We capitalize on the Atlantis' location for locals, tour and travel visitors
and
conventioneers by offering exceptional service, value and an appealing theme
to
our guests. Our hands-on management style focuses on customer service and cost
efficiencies.
We
are
currently focusing on Atlantis expansion in two areas. First, our management
is
working on expansion plans for our existing Atlantis facility which will add
approximately 116,000 square feet in the form of an expanded casino floor and
various additional amenities. We expect to begin construction in early 2007.
Additionally, on July 26, 2006, we made an offer to purchase the neighboring
18.95-acre shopping center, which, if successful, will become part of the longer
term master plans for the Atlantis. There is no assurance that we will be
successful in obtaining the shopping center at this time.
Unless
otherwise indicated, "Monarch," "Company," "we," "our" and "us" refer to Monarch
Casino & Resort, Inc. and its Golden Road subsidiary.
OPERATING
RESULTS SUMMARY
During
the second quarter of 2006, we exceeded all previously reported Company second
quarter casino revenues, hotel revenues and net revenues. However, due to
charges for stock options related to the departure of a former executive officer
and other unforeseen expenses, our income from operations, net income, earnings
per share and operating margins for the quarter were lower than the second
quarter of 2005.
(in
millions, except per share and margin amounts)
|
Three
Months Ended
June
30,
|
Percentage
Increase (Decrease)
|
||||||||
2006
|
2005
|
Second
Quarter
’06
vs. ‘05
|
||||||||
Casino
revenues
|
$
|
25.8
|
$
|
24.0
|
7.3
|
%
|
||||
Food
and beverage revenues
|
10.1
|
9.4
|
7.8
|
%
|
||||||
Hotel
revenues
|
6.4
|
5.8
|
11.5
|
%
|
||||||
Other
revenues
|
1.3
|
1.1
|
17.6
|
%
|
||||||
Net
revenues
|
37.7
|
35.0
|
7.7
|
%
|
||||||
Income
from operations
|
7.3
|
8.2
|
(11.1
|
)%
|
||||||
Net
income
|
$
|
4.8
|
$
|
5.2
|
(7.2
|
)%
|
||||
Earnings
per share - Diluted
|
$
|
0.25
|
$
|
0.27
|
(7.4
|
)%
|
||||
Operating
margin
|
19.5
|
%
|
23.5
|
%
|
(4.0)
pts.
|
15
(in
millions, except per share and margin amounts)
|
Six
Months Ended
June
30,
|
Percentage
Increase (Decrease)
|
||||||||
2006
|
|
|
2005
|
First
Six Months
’06
vs. ‘05
|
||||||
Casino
revenues
|
$
|
49.9
|
$
|
44.9
|
11.1
|
%
|
||||
Food
and beverage revenues
|
19.9
|
18.4
|
7.9
|
%
|
||||||
Hotel
revenues
|
12.5
|
11.4
|
9.8
|
%
|
||||||
Other
revenues
|
2.4
|
2.2
|
11.1
|
%
|
||||||
Net
revenues
|
73.3
|
66.5
|
10.1
|
%
|
||||||
Income
from operations
|
14.7
|
14.4
|
1.7
|
%
|
||||||
Net
income
|
$
|
9.6
|
$
|
9.0
|
6.0
|
%
|
||||
Earnings
per share - Diluted
|
$
|
0.50
|
$
|
0.47
|
6.4
|
%
|
||||
Operating
margin
|
20.0
|
%
|
21.7
|
%
|
(1.7)
pts.
|
Some
significant items that affected our second quarter results in 2006 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.
· |
Increases
in all our revenue centers, including 7.3% in our casino, 7.8% in
our food
and beverage, 11.5% in our hotel and 17.6% in our other revenue centers,
led to an increase of 8.3% in our gross revenues. This increase,
partially
offset by a 12.6% increase in promotional allowances, led to a net
7.7%
increase in our net revenues.
|
· |
We
incurred a charge of approximately $1.2 million from the acceleration
of
stock options awarded to our former Co-Chairman, Chief Financial
Officer,
Secretary and Treasurer who resigned all his positions with Monarch
during
the second quarter of 2006. This charge, combined with recurring
stock
option expense per the requirements of SFAS 123R of approximately
$495,000
contributed to an increase of 28.5% in selling, general and administrative
expenses (“SG&A”).
|
· |
The
increases in SG&A contributed to decreases in operating income, net
income and earnings per share during the
quarter.
|
· |
We
did not incur any interest expense during the second quarter as a
result
of having paid off our bank debt balance earlier in 2006. We incurred
approximately $284,000 in interest expense during the second quarter
of
2005.
|
CAPITAL
SPENDING AND DEVELOPMENT
Capital
expenditures at the Atlantis totaled approximately $3.1
million
and $4.1
million during
the first six months of 2006 and 2005, respectively. During the six months
ended
June 30, 2006, our capital expenditures consisted primarily of acquisitions
of gaming and computer equipment, the installation of a casino High Definition
video display system, initial design and planning expenditures associated with
our Atlantis expansion and ongoing property public area renovations and
upgrades. During
last year's first six months, capital expenditures consisted primarily of the
replacement of and upgrade to a more energy efficient ventilation and cooling
system, acquisitions of gaming and computer systems equipment, and continued
renovations to the facility.
16
Future
cash needed to finance ongoing maintenance capital spending is expected to
be
made available from operating cash flow, the New Credit Facility (see "THE
CREDIT FACILITY" below) and, if necessary, additional borrowings.
RESULTS
OF OPERATIONS
Comparison
of Operating Results for the Three-Month Periods Ended June 30, 2006 and
2005.
For
the
three-month period ended June
30,
2006,
the Company’s net income was $4.8 million, or $0.25 per diluted share, on net
revenues of $37.7 million, a decrease from net income of $5.2 million, or $0.27
per diluted share, on net revenues of $35.0 million for the three months ended
June
30,
2005.
Income from operations for the three months ended June
30,
2006
totaled $7.3 million, an 11.1% decrease when compared to $8.2 million for the
same period in 2005. Net revenues for the second quarter of 2006 represents
a
new second quarter record for the Company. Net revenues increased 7.7%, and
net
income decreased 7.2% when compared to last year's second quarter.
Casino
revenues totaled $25.8 million in the second quarter of 2006, a 7.3% increase
from $24.0 million in the second quarter of 2005, which was primarily due to
increases in slot, poker and Keno revenues, partially offset by a decrease
in
table game revenue as a result of lower table game win percentage in the second
quarter of 2006. Casino operating expenses amounted to 32.9% of casino revenues
in the second quarter of 2006, compared to 33.1% in the second quarter of 2005,
with the difference due primarily to reduced direct operating costs as a
percentage of casino revenues, partially offset by increased payroll and benefit
expenses and increased complimentary expense as a percentage of casino
revenues.
Food
and
beverage revenues totaled $10.1 million in the second quarter of 2006, a 7.8%
increase from $9.4 million in the second quarter of 2005, due primarily to
a
5.3% increase in the average revenue per food cover combined with an approximate
4.4% increase in the number of food covers served during the quarter. Food
and
beverage operating expenses amounted to 46.4% of food and beverage revenues
during the second quarter of 2006, compared with 50.3% in the 2005 second
quarter. The improved margin is due mainly to reduced costs of sales, reduced
payroll and benefit expenses and reduced direct operating costs as a percentage
of food and beverage revenues.
Hotel
revenues were $6.4 million for the second quarter of 2006, an increase of 11.5%
from the $5.8 million reported in the 2005 second quarter. This increase was
the
result of an increase in the average daily room rate (“ADR”) partially offset by
a slight decrease in hotel occupancy. Both second
quarters'
2006 and 2005 revenues also included a $3 per occupied room energy surcharge.
During the second quarter of 2006, the Atlantis experienced a 94.5% occupancy
rate, as compared to 94.7% during the same period in 2005. The Atlantis' ADR
was
$67.23 in the second quarter of 2006 compared to $60.26 in the second quarter
of
2005. Hotel operating expenses as a percent of hotel revenues decreased slightly
to 31.1% in the 2006 second quarter, compared to 31.3% in the 2005 second
quarter. The improved margin is primarily due to the increased ADR and more
efficient operations resulting in reduced payroll and benefit expenses as a
percentage of hotel revenues, partially offset by an increase in direct
operating costs as a percentage of hotel revenues.
Promotional
allowances increased to $6.0 million in the second quarter of 2006 compared
to
$5.4 million in the second quarter of 2005. The dollar increase is attributable
to continued promotional efforts to generate additional revenues. Promotional
allowances as a percentage of gross revenues increased slightly to 13.8% during
the second quarter of 2006, from 13.3% in the second quarter of
2005.
Other
revenues increased 17.6% to $1.3 million in the 2006 second quarter compared
to
$1.1 million in the same period last year. The increase reflects an approximate
18.4% increase in gift and sundries retail shops revenues and an approximate
2.2% increase in the entertainment fun center revenues. Other revenues include
a
gain of approximately $14,000 on disposal of assets in the quarter ended June
30, 2006, while an approximate $16,100 gain was recorded in the quarter ended
June 30, 2005. Other expenses in the 2006 second quarter increased to 31.2%
of
other revenues, from 28.4% of other revenues in the 2005 second quarter, due
primarily to increased payroll and benefit expenses.
17
Depreciation
and amortization expense was $2.1 million in the second quarter of 2006, an
increase of 2.1% when compared to the same period last year. The increase in
depreciation expense was mainly due to acquisitions of property and equipment.
The Company, in its ordinary course of business and as part of its ongoing
capital expenditures, intends to replace old and obsolete equipment with newer,
more current equipment.
SG&A
expenses amounted to $12.6 million in the second quarter of 2006, a 28.5%
increase from $9.8 million in the second quarter of 2005. The increase was
primarily a result of increased marketing and promotional expenditures,
increased payroll and benefit costs, increased energy costs, increased bad
debt
expense and expenses related to stock options awarded under the provisions
of
SFAS 123R. Of the $2.8 million increase in SG&A expense, approximately
$495,000 was from recurring stock option expense and approximately $1.2 million
was related to the accelerated vesting of stock options from the departure
of a
former executive officer. As a percentage of net revenues, SG&A expenses
increased to 33.4% in the second quarter of 2006 from 27.9% in the second
quarter of 2005.
The
Company did not have any outstanding debt during the 2006 second quarter and,
as
a result, did not incur any interest expense during the period. Interest expense
for the second quarter of 2005 was $284,000 (see "THE CREDIT FACILITY"
below).
Comparison
of Operating Results for the Six-month Periods Ended June 30, 2006 and
2005.
For
the
six months ended June 30, 2006, the Company earned net income of $9.6 million,
or $0.50 per diluted share, on net revenues of $73.3 million, an increase from
net income of $9.0 million, or $0.47 per diluted share, on net revenues of
$66.5
million during the six months ended June 30, 2005. Income from operations for
the 2006 six-month period totaled $14.7 million, compared to $14.4 million
for
the same period in 2005. Net revenues increased 10.1%, and net income increased
6.0% when compared to the six-month period ended June 30, 2005.
Casino
revenues for the first six months of 2006 totaled $49.9 million, an 11.1%
increase from $44.9 million for the first six months of 2005, reflecting
increases in all gaming revenue areas. Casino operating expenses amounted to
33.0% of casino revenues for the six months ended June 30, 2006,
compared
to 34.5% for the same period in 2005, primarily due to reduced payroll and
benefit expenses, reduced complimentary expense and reduced direct operating
costs as a percentage of casino revenues.
Food
and
beverage revenues totaled $19.9 million for the six months ended June 30, 2006,
an increase of 7.9% from the $18.4 million for the six months ended June 30,
2005, due to an approximate 1.0% increase in the number of covers served
combined with a 7.7% increase in the average revenue per cover. Food and
beverage operating expenses amounted to 47.7% of food and beverage revenues
during the 2006 six-month period, a decrease when compared to 49.7% for the
same
period in 2005. The improvement is due to higher average revenue per cover,
reduced costs of sales, reduced payroll and benefit costs and reduced direct
operating costs as a percentage of food and beverage revenues.
Hotel
revenues for the first six months of 2006 increased 9.7% to $12.5 million from
$11.4 million for the first six months of 2005, primarily due to the lack of
a
major bowling tournament in Reno in 2005 and slower than expected business
at
the Reno-Sparks Convention Center adjacent to the Atlantis during the second
quarter of 2005. Hotel revenues for the entire first six months of 2006 and
2005
also include a $3 per occupied room energy surcharge. The Atlantis experienced
an increase in the ADR during the 2006 six-month period to $65.98, compared
to
$60.26 for the same period in 2005. The
18
occupancy
rate increased slightly to 93.2% for the six-month period in 2006, from 93.0%
for the same period in 2005. Hotel operating expenses in the first six months
of
2006 were 32.9% of hotel revenues, an improvement when compared to 33.8% for
the
same period in 2005. The improved margin was due to the
increased ADR and reduced payroll and benefit costs as a percentage of hotel
revenues, partially offset by a slight increase in direct operating costs as
a
percentage of hotel revenue.
Promotional
allowances increased to $11.4 million in the first six months of 2006 compared
to $10.4 million in the same period of 2005. The increase is attributable to
continued efforts to generate additional revenues. However, promotional
allowances as a percentage of gross revenues remained unchanged at 13.5% of
gross revenues during both the first six months of 2006 and 2005.
Other
revenues were $2.4 million for the six months ended June 30, 2006, an 11.1%
increase from $2.2 million in the same period in 2005, and includes an
approximate $41,000 loss on disposal of assets recorded during the first six
months of 2006, as compared to a $23,000 gain during the first six months of
2005. The increase also reflects a 13.6% increase in gift and sundries retail
shops and an approximate 3.8% increase in the entertainment fun center. Other
expenses as a percentage of revenue increased to 30.1% for the six months ended
June 30, 2006, as compared to 29.5% for the same period in 2005, due primarily
to increased payroll and benefit costs.
Depreciation
and amortization expense was $4.3 million in the first six months of 2006,
up
3.7% compared to $4.1 million in the same period last year. The increase in
depreciation expense was mainly due to acquisitions of property and equipment.
The Company, in its ordinary course of business and as part of its ongoing
capital expenditures, intends to replace old and obsolete equipment with newer,
more current equipment.
Selling,
general and administrative expenses increased 25.9% to $23.4 million in the
first six months of 2006, compared to $18.6 million in the first six months
of
2005, primarily as a result of increased payroll and benefit costs, increased
bad debt expense, increased marketing and promotional expenditures, increased
energy costs and expenses related to stock options under the requirements of
SFAS 123R. Included in the $4.8 million increase in SG&A expense was
approximately $1.0 million from recurring stock option expense and approximately
$1.2 million related to the accelerated vesting of stock options from the
departure of a former executive officer. As a percentage of net revenue,
SG&A expenses increased to 31.9% in the 2006 six-month period from 27.9% in
the same period in 2005.
Interest
expense for the first six months of 2006 totaled $59,000, a decrease of 89.9%,
compared to $589,000 for the same period one year earlier. The decrease reflects
the Company's reduction in debt outstanding (see "THE CREDIT FACILITY"
below).
LIQUIDITY
AND CAPITAL RESOURCES
We
have
historically funded our daily hotel and casino activities with net cash provided
by operating activities.
For
the
six months ended June 30, 2006, net cash provided by operating activities
totaled $13.8 million,
a decrease of 7.9% compared to the same period last year. Net cash used in
investing activities totaled $3.1 million and $4.1 million in the six months
ended June 30, 2006 and 2005, respectively. During the first six months of
2006
and 2005, net cash used in investing activities was used primarily in the
purchase of property and equipment and continued property renovations and
upgrades. Net cash used in financing activities totaled $5.5 million for the
first six months of 2006 compared to $12.2 million for the same period last
year. Net cash used in financing activities was primarily for debt reduction
in
both periods. During the first six months of 2006, the Company paid off its
$8.1
million December 31, 2005 bank debt balance. As a result, at June 30, 2006,
the
Company had a cash balance of $18.1 million compared to $10.5 million at June
30, 2005, and $12.9 million at December 31, 2005. As a result of
19
paying
off our debt, as of April 28, 2006, we have begun investing our surplus cash
in
stable, short-term investments, such as certificates of deposit. These
investments may be subject to market risk.
The
Company has a reducing revolving credit facility with a group of banks (see
"THE
CREDIT FACILITY" below). At June 30, 2006, the Company had no balance
outstanding on the New Credit Facility (as defined below). At June 30, 2006,
we
had $24 million available to be drawn down under the New Credit Facility should
we require such funds.
OFF
BALANCE SHEET ARRANGEMENTS
A
driveway was completed and opened on September 30, 2004, that is being shared
between the Atlantis and a shopping center directly adjacent to the Atlantis.
The shopping center is controlled by our controlling stockholders (the "Shopping
Center"). As part of this project, in January 2004, the Company leased a 37,368
square-foot corner section of the Shopping Center for a minimum lease term
of 15
years at an annual rent of $300,000, subject to increase every 60 months based
on the Consumer Price Index. The Company also uses part of the common area
of
the Shopping Center and pays its proportional share of the common area expense
of the Shopping Center. The Company has the option to renew the lease for three
five-year terms, and at the end of the extension periods, the Company has the
option to purchase the leased section of the Shopping Center at a price to
be
determined based on an MAI Appraisal. The leased space is being used by the
Company for pedestrian and vehicle access to the Atlantis, and the Company
may
use a portion of the parking spaces at the Shopping Center. The total cost
of
the project was $2.0 million; we were responsible for two thirds of the total
cost, or $1.35 million. The cost of the new driveway is being depreciated over
the initial 15-year lease term; some components of the new driveway are being
depreciated over a shorter period of time. The Company paid approximately
$75,000 for its leased driveway space at the Shopping Center during the three
months ended June 30, 2006.
On
September 23, 2003, the Company entered into an option agreement with an
affiliate of its controlling stockholders to purchase property in South Reno
for
development of a new hotel casino. The
Company, through the current property owner, filed an application with the
City
of Reno for both master plan and zoning changes for 13 acres of the
property.
On
January 20, 2005, the City of Reno Planning Commission approved the application
for zoning change on the property; the Reno City Council would next have to
approve the application. On April 13, 2005, the Reno City Council rejected
the
application for master plan and zoning change. As a result of the City Council’s
decision, the Company expensed during 2005, a charge of approximately $289,000
in gaming development costs related to the potential new hotel casino. The
option agreement was set to expire on September 15, 2005, and the Company’s
Board of Directors voted to let the agreement expire on such date without
exercising the Company’s option to purchase.
Critical
Accounting Policies
A
description of our critical accounting policies and estimates can be found
in
Item 7 - “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of our Form 10-K for the year ended December 31, 2005
(“2005 Form 10-K”). For a more extensive discussion of our accounting policies,
see Note 1, Summary of Significant Accounting Policies, in the Notes to the
Consolidated Financial Statements in our 2005 Form 10-K filed on March 16,
2006.
On
January 1, 2006, we adopted the provisions of SFAS 123R and
SAB
107
requiring the measurement and recognition of all share-based compensation under
the fair value method. We implemented SFAS 123R using the modified prospective
transition method.
20
OTHER
FACTORS AFFECTING CURRENT AND FUTURE RESULTS
The
constitutional amendment approved by California voters in 1999 allowing the
expansion of Indian casinos in California has had an impact on casino revenues
in Nevada in general, and many analysts have continued to predict the impact
will be more significant on the Reno-Lake Tahoe market.
The
extent of this continued impact is difficult to predict, but the Company
believes that the impact on the Company will continue to be mitigated to some
extent
due to the Atlantis' emphasis on Reno-area residents as a significant base
of
its business, as well as its proximity to the Reno-Sparks Convention Center.
However, if other Reno-area casinos continue to suffer business losses due
to
increased pressure from California Indian casinos, they may intensify their
marketing efforts to Reno-area residents as well.
The
Company also believes that unlimited land-based casino gaming in or near any
major metropolitan area in the Atlantis' key non-Reno marketing areas, such
as
San Francisco or Sacramento, could have a material adverse effect on its
business.
In
the
past few years, a number of California Indian tribes have signed compacts with
the state that have resulted in significant expansion of Indian gaming
operations. The State of California is in the process of negotiating similar
compacts with additional Indian tribes.
Other
factors that may impact current and future results are set forth in detail
in
Part II - Item 1A “Risk Factors” of this Form 10-Q and in Item 1A “Risk Factors”
of the 2005 Form 10-K.
COMMITMENTS
AND CONTINGENCIES
Contractual
cash obligations for the Company as of June 30, 2006 over the next five years
are as follows:
Payments
Due by Period
|
||||||||||||||||
Contractual
Cash Obligations
|
Total
|
Less
Than 1 Year
|
1
to 3 Years
|
4
to 5 Years
|
More
Than 5 Years
|
|||||||||||
Long-Term
Debt
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Operating
Leases (1)
|
4,902,000
|
370,000
|
740,000
|
740,000
|
3,052,000
|
|||||||||||
Purchase
Obligations (2)
|
1,946,000
|
1,946,000
|
-
|
-
|
-
|
|||||||||||
Total
Contractual Cash Obligations
|
$
|
6,848,000
|
$
|
2,316,000
|
$
|
740,000
|
$
|
740,000
|
$
|
3,052,000
|
(1)
Operating leases include $370,000 per year in lease and common expense payments
to the shopping center adjacent to the Atlantis (see “OFF BALANCE SHEET
ARRANGEMENTS”).
(2)
Our
open purchase order commitments total approximately $1.9 million. Of the total
purchase order commitments, approximately $1.5 million are cancelable by the
Company upon providing a 30-day notice.
The
Company believes that its existing cash balances, cash flow from operations,
reducing revolving credit facility and availability of equipment financing,
if
necessary, will provide the Company with sufficient resources to fund its
operations, meet its existing debt obligations, and fulfill its capital
expenditure requirements; however, the Company's operations are subject to
financial, economic, competitive, regulatory, and other factors, many of which
are beyond its control.
We
currently expect to fund expansions of the Atlantis expected to begin in early
2007 from cash flows from operations. Should we be successful in purchasing
the
neighboring 18.95-acre shopping center that is currently in the offer stage
(with no assurance of a completed agreement at this time), we will fund the
purchase price through a combination of cash on hand and, possibly, draws under
The New Credit Facility or other bank financing.
21
If
the
Company is unable to generate sufficient cash flow, it could be required to
adopt one or more alternatives, such as reducing, delaying, or eliminating
planned capital expenditures, selling assets, restructuring debt, or obtaining
additional equity capital.
THE
CREDIT FACILITY
Until
February 20, 2004, we had a reducing revolving term loan credit facility with
a
consortium of banks that was to expire on June 30, 2004, and in the original
amount of $80 million but that had been reduced to $46 million at payoff (the
"Original Credit Facility").
On
February 20, 2004, the Original Credit Facility was refinanced (the "New Credit
Facility") for $50 million, which included the $46 million payoff of the unpaid
balance of the Original Credit Facility. The amount of the New Credit Facility,
which is also a reducing revolving facility, could have been increased by up
to
$30 million on a one-time basis, if requested by us before the second
anniversary of the closing date, as defined. We did not make this request,
and,
therefore, the $30 million increase is currently not available to us. At our
option, borrowings under the New Credit Facility will accrue interest at a
rate
designated by the agent bank at its base rate (the "Base Rate") or at the London
Interbank Offered Rate ("LIBOR") for one, two, three or six month periods.
The
rate of interest paid by us will include a margin added to either the Base
Rate
or to LIBOR that is tied to our ratio of funded debt to EBITDA (the "Leverage
Ratio"). Depending on our Leverage Ratio, this margin can vary between 0.25
percent and 1.25 percent above the Base Rate, and between 1.50 percent and
2.50
percent above LIBOR
(under
the Original Credit Facility, this margin varied between 0.00 percent and 2.00
percent above the Base Rate, and between 1.50 percent and 3.50 percent above
LIBOR). At June 30, 2006, the Company had had no Base Rate loans outstanding
and
had no LIBOR loans outstanding. At June 30, 2006, we had $24 million available
to be drawn down under the New Credit Facility should we require such
funds.
We
may
utilize proceeds from the New Credit Facility for working capital needs and
general corporate purposes relating to the Atlantis and for ongoing capital
expenditure requirements at the Atlantis.
The
New
Credit Facility is secured by liens on substantially all of the real and
personal property of the Atlantis, and is guaranteed by Monarch. The Original
Credit Facility was guaranteed individually by certain controlling stockholders
of the Company. These individuals were not required to provide any personal
guarantees for the New Credit Facility and, therefore, going forward, we will
no
longer incur guarantee fee expenses.
The
New
Credit Facility contains covenants customary and typical for a facility of
this
nature, including, but not limited to, covenants requiring the preservation
and
maintenance of our assets and covenants restricting our ability to merge,
transfer ownership of Monarch, incur additional
indebtedness,
encumber assets, and make certain investments. The New Credit Facility also
contains covenants requiring us to maintain certain financial ratios and
provisions restricting transfers between Monarch and its affiliates. The New
Credit Facility also contains provisions requiring the achievement of certain
financial ratios before we can repurchase our common stock. We currently meet
such ratio requirements.
The
maturity date of the New Credit Facility is February 23, 2009. Beginning June
30, 2004, the maximum principal available under the Credit Facility will be
reduced over five years by an aggregate of $30.875 million in equal increments
of $1.625 million per quarter with the remaining balance due at the maturity
date. We may prepay borrowings under the New Credit Facility without penalty
(subject to certain charges applicable to the prepayment of LIBOR borrowings
prior to the end of the applicable interest period). Amounts prepaid under
the
New Credit Facility may be re-borrowed so long as the total borrowings
outstanding do not exceed the maximum principal available. We may also
permanently
22
reduce
the maximum principal available under the New Credit Facility at any time so
long as the amount of such reduction is at least $500,000 and a multiple of
$50,000. We also benefited from a reduced loan amortization schedule, from
$3
million per quarter under the Original Credit Facility to $1.625 million per
quarter under the New Credit Facility.
As
of
June 30, 2006, our Leverage Ratio had been equal to or less than one-to-one
for
the second consecutive quarter. Per the New Credit Facility, if we achieve
a
Leverage Ratio equal to or less than one-to-one for two consecutive quarters,
our scheduled reduction of the next consecutive fiscal quarter is waived.
Management has assumed that we will maintain a leverage ratio equal to or less
than one-to-one for the remaining term of the New Credit Facility and,
therefore, no principal reductions would be due on any new amounts the Company
may borrow on the New Credit Facility until the New Credit Facility matures
in
2009.
We
paid
various one-time fees and other loan costs upon the closing of the refinancing
of the New Credit Facility that will be amortized over the term of the New
Credit Facility using the straight-line method.
SHORT-TERM
DEBT.
At
June
30,
2006,
we had no short-term debt outstanding.
ITEM
3 -
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 June
30,
2006,
that are subject to market risks. As of April 28, 2006, we began investing
excess cash in stable, short-term investments qualifying as cash equivalents
with original maturities of 30 days or less, such as certificates of deposit,
which may be subject to market risk.
ITEM
4.
CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
As
of the
end of the period covered by this Quarterly Report on Form 10-Q, (the
"Evaluation Date"), an evaluation was carried out by our management, with the
participation of our Chief Executive Officer and our Chief Financial Officer,
of
the effectiveness of our disclosure controls and procedures (as defined by
Rule
13a-15(e) under the Securities Exchange Act of 1934). Based upon the evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this report and no changes were made to our disclosure controls
and
procedures during the period.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control system was designed
to
provide reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of published financial
statements.
All
internal control systems, no matter how well designed, have inherent
limitations, including the possibility of human error and the circumvention
or
overriding of controls. Accordingly, even effective internal controls can
provide only reasonable assurances with respect to financial statement
23
preparation.
Further, because of changes in conditions, the effectiveness of internal
controls may vary over time.
Management
assessed the effectiveness of our internal control over financial reporting
as
of June 30, 2006. In making this assessment, it used the criteria set forth
by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated Framework. Based on our assessment we believe that,
as of June 30, 2006, the Company’s internal control over financial reporting is
effective based on those criteria. No
changes were made to our internal control over financial reporting (as defined
by Rule 13a-15(e) under the Securities Exchange Act of 1934) during the last
fiscal quarter that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART
II -
OTHER INFORMATION
ITEM
1.
LEGAL PROCEEDINGS
Monarch
has made previous disclosure of class action litigation cases: William Poulos
v.
Caesar's World, Inc. et. al., Case No. 94-478-Civ-Orl-22; William H Ahern v.
Caesars World, Inc. et. al., Case No. 94-478-Civ-Orl-22; and Larry Schrier
v.
Caesars World Inc., et. al, Case No. 95-923-LDG (RJJ) which were consolidated
for purposes of litigation, and in which Monarch is one of numerous named
defendants. The Complaints allege that manufacturers, distributors and casino
operators of video poker and electronic slot machines, including Monarch, have
engaged in a course of conduct intended to induce persons to play such games
based on a false belief concerning how the gaming machines operate,
as
well
as the extent to which there is an opportunity to win on a given play. The
Complaints charge Defendants with violations of the Racketeer Influenced and
Corrupt Organizations Act, as well as claims of common law fraud, unjust
enrichment and negligent misrepresentation, and seek damages in excess of $1
billion without any substantiation of that amount. On September 7, 2005, U.S.
District Judge Roger L. Hunt granted the Defendants' Motion for Summary Judgment
on all claims made by Plaintiffs, and dismissed Plaintiffs' claims in their
entirety. On October 14, 2005, Plaintiffs William Poulos and Brenda McElmore
lodged a Notice of Appeal with the U.S. Court of Appeals for the Ninth Circuit,
seeking to appeal from the District Court's order of summary judgment in favor
of defendants and two discovery orders also issued by the district court. The
parties have reached a global settlement agreement, placing final closure on
the
lawsuit. In accordance with that agreement, on June 20, 2006, the United States
District Court for the District of Nevada entered an order allowing the
stipulation by defendants to withdraw their bill of costs. On June 26, 2006,
the
United States Court of Appeals for the Ninth Circuit issued its order of
voluntary dismissal pursuant to stipulation of the parties. The settlement
did
not result in any material financial impact on Monarch.
Additionally,
Monarch previously has disclosed litigation filed against it on January 27,
2006, by Kerzner International Limited (“ Kerzner ") owner of the Atlantis,
Paradise Island, Bahamas in the United States District Court, District of
Nevada, Case No. 2:06-cv-00102, seeking declaratory judgment prohibiting Monarch
from using the name " Atlantis" in connection with offering casino services
other than at Monarch's Atlantis Casino Resort located in Reno Nevada, and
particularly prohibiting Monarch from using the "Atlantis" name in connection
with offering casino services in Las Vegas, Nevada; injunctive relief enforcing
the same; unspecified compensatory and punitive damages; and other relief.
Monarch believes Kerzner's claims to be entirely without merit and is defending
vigorously against the suit. Further, Monarch has filed a counterclaim against
Kerzner seeking to enforce the license agreement granting Monarch the exclusive
right to use the Atlantis name in association with lodging throughout the state
of Nevada; to cancel Kerzner's registration of the Atlantis mark for casino
services on the basis that the mark was fraudulently obtained by Kerzner; and
declaratory relief on these issues. On April 17, 2006 the court issued an order
granting Monarch's motion to transfer venue of the lawsuit to the unofficial
Northern District of Nevada. The new case number assigned to the matter is
3:06-cv-00232-ECR(RAM). Litigation currently is in the discovery
phase.
24
We
are
party to other claims that arise in the normal course of business. Management
believes that the outcomes of such claims will not have a material adverse
impact on our financial condition, cash flows or results of
operations.
ITEM
1A.
RISK FACTORS
Our
business prospects are subject to various risks and uncertainties that impact
our business. You should carefully consider the following discussion of risks,
and the other information provided in this quarterly report on Form 10-Q. The
risks described below are not the only ones facing us. Other risk factors are
disclosed in our Annual Report on Form 10-K for the fiscal year ended December
31, 2005. Furthermore, additional risks that are presently unknown to us or
that
we currently deem immaterial may also impact our business.
WE
HAVE
THE ABILITY TO ISSUE ADDITIONAL EQUITY SECURITIES, WHICH WOULD LEAD TO DILUTION
OF OUR ISSUED AND OUTSTANDING COMMON STOCK.
The
issuance of additional equity securities or securities convertible into equity
securities would result in dilution of our existing stockholders’ equity
interests in us. Our Board of Directors has the authority to issue, without
vote
or action of stockholders, preferred stock in one or more series, and has the
ability to fix the rights, preferences, privileges and restrictions of any
such
series. Any such series of preferred stock could contain dividend rights,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences or other rights superior to the rights of holders of
our
common
stock.
If
we issue convertible preferred stock, a subsequent conversion may dilute the
current common stockholders’ interest. In addition, as of June 30, 2006, we were
authorized to issue, without stockholder approval, up to 10,927,450 shares
of
common stock. Of that amount, 156,556 shares of our common stock were issuable
upon the exercise of vested options.
WE
DO NOT
INTEND TO PAY CASH DIVIDENDS. AS A RESULT, STOCKHOLDERS WILL BENEFIT FROM AN
INVESTMENT IN OUR COMMON STOCK ONLY IF IT APPRECIATES IN VALUE.
We
have
never paid a cash dividend on our common stock, and we do not plan to pay any
cash dividends on our common stock in the foreseeable future. We currently
intend to retain any future earnings to finance our operations and further
expansion and growth of our business, including acquisitions. As a result,
the
success of an investment in our common stock will depend upon any future
appreciation in its value. We cannot guarantee that our common stock will
appreciate in value or even maintain the price at which stockholders have
purchased their shares.
WE
MAY
EXPERIENCE DISRUPTIONS TO OUR BUSINESS DURING PERIODS OF CONTRUCTION RELATED
TO
OUR ANNOUNCED EXPANSION
Once
we
begin construction on our announced expansion (scheduled to begin in early
2007), we may experience temporary disruptions to our day-to-day operations
which may adversely impact our revenues.
COMPETITIVE
TACTICS THAT REQUIRE US TO REACT WITH SIMILAR COMPETITIVE TACTICS MAY ADVERSELY
AFFECT OUR RESULTS OF OPERATION
The
gaming industry is highly competitive and, from time to time, competitors may
employ aggressive tactics in trying to lure our guests away from our Atlantis
Casino Resort Spa. Our reactions to these tactics may result in higher than
expected costs and expenditures, which could materially adversely affect our
results of operations and financial condition.
25
THE
GAMING INDUSTRY IS HIGHLY COMPETITIVE AND INCREASED COMPETITION COULD HAVE
A
MATERIAL ADVERSE EFFECT ON OUR FUTURE OPERATIONS
The
gaming industry is highly competitive. As competitive pressures from California
Native American casinos increase, other Reno area casinos may intensify their
targeting of the Reno area resident market, which is one of our key markets.
Increased competitive pressures in the local market could adversely impact
our
ability to continue to attract local residents to the Atlantis, or require
us to
use more expensive and therefore less profitable promotions to compete more
efficiently.
Several
Native American casinos have opened in Northern California, one of Reno’s key
feeder markets, since the passage of an amendment to the California Constitution
allowing for the expansion of Indian casinos in California. A number of these
gaming facilities are run by certain experienced Nevada gaming operators. One
major facility near Sacramento has been operating since June 2003 and has been
very successful, adversely impacting many hotel casinos in Reno. Central and
Northern California gaming facilities could provide an alternative to Reno
area
casinos, especially during certain winter periods when auto travel through
the
Sierra Nevadas is hampered and during periods when fuel prices are high. This
loss of California drive-in customers could adversely effect our
operations.
We
also
believe that the legalization of unlimited land-based casino gaming in or near
any major metropolitan area in the Atlantis' key non-Reno marketing areas,
such
as San Francisco or Sacramento, could have a material adverse impact on our
business.
In
the
past few years, a number of California Indian tribes have signed compacts with
the state that have resulted in significant expansion of Indian gaming
operations. The State of California is in the process of negotiating similar
compacts with additional Indian tribes. The
expansion of California Native American casinos could adversely impact Reno
area
casino operations and our operations.
Other
states are also currently considering legislation enabling the development
and
operation of casinos or casino-like operations.
In
addition, Native American gaming facilities in California and other
jurisdictions in some instances operate under regulatory requirements less
stringent than those imposed on Nevada licensed casinos, which could afford
them
a competitive advantage in our markets. Moreover, increases in the
popularity
of, and competition from, Internet and other account wagering gaming services,
which allow their customers to wager on a wide variety of sporting events and
play Las Vegas-style casino games from home, could have a material adverse
effect on our business, financial condition, operating
results
and prospects.
EFFECTS
OF CURRENT ECONOMIC AND POLITICAL CONDITIONS
The
terrorist attacks that took place in the United States on September 11, 2001,
were unprecedented events that created economic and business uncertainties,
especially for the travel and tourism industry. The potential for future
terrorist attacks, the national and international responses, and other acts
of
war or hostility, including the ongoing conflict in Iraq and other parts of
the
Middle East, have created economic and political uncertainties that could
materially adversely affect our business, results of operations, and financial
condition in ways we cannot predict.
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 Ronald Rowan,
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
26
management
personnel, and cannot replace such persons in a timely manner, our business
could be materially adversely affected.
ITEM
4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
May
23, 2006, our Annual Meeting of Stockholders was held. The following directors
were re-elected to two-year terms and the votes received were as
follows:
Director
|
Votes
Received
|
Votes
Withheld
|
|||||
John
Farahi
|
13,273,673
|
3,766,048
|
|||||
Craig
F. Sullivan
|
14,327,298
|
2,695,860
|
|||||
Charles
W. Scharer
|
14,344,025
|
2,695,864
|
Abstentions
are effectively treated as votes withheld. The following directors were not
up
for election, but their terms continue until the 2007 Annual Meeting of
Stockholders: Bob Farahi and Ronald Zideck.
ITEM
5.
OTHER INFORMATION
On
July
26, 2006, we made a formal offer to purchase the 18.95-acre shopping center
(the
“Shopping Center”) located adjacent to the Atlantis Casino Resort Spa. The
Shopping Center is owned by Biggest Little Investments, L.P. (“BLI”). The
Company’s offer was formulated and delivered by a committee comprised of the
Company’s independent directors. The offer was based on a $27 million cash
purchase price.
The
Company does not have any management control over the Shopping Center. Three
of
the Company’s principal stockholders have ownership interests in the general
partner of BLI, Maxum LLC, and beneficially own limited partnership interests
in
BLI. The sole manager of Maxum LLC, Ben Farahi, is one of the Company’s
principal stockholders and formerly has held the positions of Co-Chairman of
the
Board, Secretary, Treasurer and Chief Financial Officer.
ITEM
6.
EXHIBITS
(a)
Exhibits
Exhibit
No. Description
31.1 Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification
of John Farahi, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2
Certification
of Ronald Rowan, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
27
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
MONARCH
CASINO & RESORT, INC.
(Registrant)
Date:
August 9, 2006
By:
/s/
RONALD
ROWAN
------------------------------------
Ronald
Rowan,
Chief
Financial Officer
(Principal
Financial Officer and Duly Authorized Officer)
28
EXHIBIT
INDEX
Exhibit Number | Description | Page Number |
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 30 |
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 31 |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 32 |
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 33 |
29
EXHIBIT
31.1
CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
John
Farahi, Chief Executive Officer of Monarch Casino & Resort, Inc., certify
that:
1.
I have
reviewed this quarterly report on Form 10-Q of Monarch Casino & Resort,
Inc., a Nevada Corporation;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this report;
4.
The
registrant's other certifying officer and I are responsible for establishing
and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and
have:
a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's first fiscal quarter
that has materially affected, or is reasonably likely to materially affect,
the
registrant's internal control over financial reporting; and
5.
The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control and reporting, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a)
all
significant deficiencies and material weaknesses in the design or operation
of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
b)
any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant's internal control over financial
reporting.
Date:
August 9, 2006
/S/
JOHN FARAHI
John
Farahi
Chief
Executive Officer
30
EXHIBIT
31.2
CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Ronald
Rowan, Chief Financial Officer of Monarch Casino & Resort, Inc., certify
that:
1.
I have
reviewed this quarterly report on Form 10-Q of Monarch Casino & Resort,
Inc., a Nevada Corporation;
2.
Based
on my knowledge, this quarterly report does not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the registrant
as
of, and for, the periods presented in this report;
4.
The
registrant's other certifying officer and I are responsible for establishing
and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and
have:
a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's first fiscal quarter
that has materially affected, or is reasonably likely to materially affect,
the
registrant's internal control over financial reporting; and
5.
The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control and reporting, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a)
all
significant deficiencies and material weaknesses in the design or operation
of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
b)
any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant's internal control over financial
reporting.
Date:
August 9, 2006
/S/
RONALD ROWAN
Ronald
Rowan
Chief
Financial Officer
31
EXHIBIT
32.1
MONARCH
CASINO & RESORT, INC.
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Monarch Casino & Resort, Inc. (the
"Company") on Form 10-Q for the quarterly period ended June 30, 2006, 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
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 and Exchange Act of 1934; and
2.
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
Dated:
August 9, 2006
/S/
JOHN FARAHI
John
Farahi
Chief
Executive Officer
32
EXHIBIT
32.2
MONARCH
CASINO & RESORT, INC.
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Monarch Casino & Resort, Inc. (the
"Company") on Form 10-Q for the quarterly period ended June 30, 2006, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Ronald Rowan, Chief Financial Officer of the Company certify, pursuant to
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 and Exchange Act of 1934; and
2.
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
Dated:
August 9, 2006
/S/
RONALD ROWAN
Ronald
Rowan
Chief
Financial Officer