MONARCH CASINO & RESORT INC - Quarter Report: 2007 March (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 March 31, 2007
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
[Missing
Graphic Reference]
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)
|
(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
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
|
19,090,568
shares
|
|
Class
|
Outstanding
at May 3, 2007
|
TABLE
OF CONTENTS
Page
Number
PART
I
- FINANCIAL INFORMATION
Item
1.
Financial Statements
Condensed
Consolidated Statements of Income for the
three
months ended March 31, 2007 and 2006 (unaudited) 4
Condensed
Consolidated Balance Sheets at
March
31,
2007 (unaudited) and December 31, 2006 5
Condensed
Consolidated Statements of Cash Flows for the
three
months ended March 31, 2007 and 2006 (unaudited) 6
Notes
to
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 20
Item
4.
Controls and Procedures 20
PART
II - OTHER INFORMATION
Item
1.
Legal Proceedings
21
Item
1A.
Risk Factors 21
Item
6.
Exhibits
22
Signatures 22
Exhibit
31.1 Certification of John Farahi pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002
23
Exhibit
31.2 Certification of Ronald Rowan pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002 24
Exhibit
32.1 Certification of John Farahi pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
25
Exhibit
32.2 Certification of Ronald Rowan pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002 26
PART
1. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Monarch
Casino & Resort, Inc.
Condensed
Consolidated Statements of Income
Three
Months Ended
|
||||||
March
31,
|
||||||
2007
|
2006
|
|||||
(UNAUDITED)
|
(UNAUDITED)
|
|||||
Revenues
|
||||||
Casino
|
$25,298,272
|
$24,124,047
|
||||
Food
and beverage
|
10,504,215
|
9,744,817
|
||||
Hotel
|
6,827,967
|
6,033,935
|
||||
Other
|
1,188,623
|
1,090,050
|
||||
Gross
revenues
|
43,819,077
|
40,992,849
|
||||
Less
promotional allowances
|
(6,037,486)
|
(5,387,714)
|
||||
Net
revenues
|
37,781,591
|
35,605,135
|
||||
Operating
expenses
|
||||||
Casino
|
8,469,337
|
8,012,162
|
||||
Food
and beverage
|
4,968,717
|
4,790,771
|
||||
Hotel
|
2,143,340
|
2,103,723
|
||||
Other
|
363,620
|
314,454
|
||||
Selling,
general and administrative
|
11,530,773
|
10,841,486
|
||||
Gaming
development costs
|
30
|
43,765
|
||||
Depreciation
and amortization
|
2,075,446
|
2,146,758
|
||||
Total
operating expenses
|
29,551,263
|
28,253,119
|
||||
Income
from operations
|
||||||
8,230,328
|
7,352,016
|
|||||
Other
income (expense)
|
||||||
Interest
income
|
343,884
|
526
|
||||
Interest
expense
|
(149,100)
|
(59,444)
|
||||
Total
other income (expense)
|
194,784
|
(58,918)
|
||||
Income
before income taxes
|
8,425,112
|
7,293,098
|
||||
Provision
for income taxes
|
(2,525,000)
|
|||||
(2,930,000)
|
||||||
Net
income
|
$
5,495,112
|
$
4,768,098
|
||||
Earnings
per share of common stock
|
||||||
Net
income
|
||||||
Basic
|
$
0.29
|
$
0.25
|
||||
Diluted
|
$
0.28
|
$
0.25
|
||||
Weighted
average number of common shares and potential common shares
outstanding
|
||||||
Basic
|
19,070,472
|
18,885,595
|
||||
Diluted
|
19,323,646
|
19,252,277
|
The
Notes
to the Condensed Consolidated Financial Statements are an integral part of
these
statements.
Monarch
Casino & Resort, Inc.
Condensed
Consolidated Balance Sheets
March
31,
|
|
December
31,
|
|||
2007
|
2006
|
||||
ASSETS
|
(UNAUDITED)
|
||||
Current
assets
|
|||||
Cash
and cash equivalents
|
$
44,191,405
|
$
36,985,187
|
|||
Receivables,
net
|
3,182,040
|
3,268,970
|
|||
Inventories
|
1,409,531
|
1,471,667
|
|||
Prepaid
expenses
|
3,017,152
|
2,833,126
|
|||
Deferred
income taxes
|
1,139,985
|
965,025
|
|||
Total
current assets
|
52,940,113
|
45,523,975
|
|||
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
|
10,435,062
|
10,435,062
|
|||
Furniture
and equipment
|
74,936,335
|
72,708,061
|
|||
Leasehold
improvements
|
1,346,965
|
1,346,965
|
|||
179,179,537
|
176,951,263
|
||||
Less
accumulated depreciation and amortization
|
(86,401,024)
|
(84,325,578)
|
|||
Net
property and equipment
|
92,778,513
|
92,625,685
|
|||
Other
assets, net
|
89,648
|
231,247
|
|||
Total
assets
|
$145,808,274
|
$138,380,907
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||
Current
liabilities
|
|||||
Accounts
payable
|
$
8,051,155
|
$
8,590,669
|
|||
Accrued
expenses
|
8,562,964
|
9,878,851
|
|||
Federal
income taxes payable
|
3,187,051
|
16,457
|
|||
Total
current liabilities
|
19,801,170
|
18,485,977
|
|||
Deferred
income taxes
|
4,047,614
|
4,248,614
|
|||
Total
Liabilities
|
23,848,784
|
22,734,591
|
|||
Stockholders'
equity
|
|||||
Preferred
stock, $.01 par value, 10,000,000
|
-
|
-
|
|||
shares
authorized; none issued
|
|||||
Common
stock, $.01 par value, 30,000,000 shares
|
|||||
authorized;
19,086,434 shares issued;
|
|||||
19,086,434
outstanding at 3/31/07
|
|||||
19,065,968
outstanding at 12/31/06
|
190,864
|
190,726
|
|||
Additional
paid-in capital
|
23,998,824
|
23,205,045
|
|||
Treasury
stock, 0 shares at 3/31/07
|
|||||
6,582
shares at 12/31/06, at cost
|
-
|
(24,145)
|
|||
Retained
earnings
|
97,769,802
|
92,274,690
|
|||
Total
stockholders' equity
|
121,959,490
|
115,646,316
|
|||
Total
liabilities and stockholder's equity
|
$145,808,274
|
$138,380,907
|
The
Notes
to the Condensed Consolidated Financial Statements are an integral part of
these
statements.
Monarch
Casino & Resort, Inc.
Condensed
Consolidated Statements of Cash Flows
Three
Months Ended
|
||||||
March
31,
|
||||||
2007
|
2006
|
|||||
(UNAUDITED)
|
(UNAUDITED)
|
|||||
Cash
flows from operating activities:
|
||||||
Net
income
|
$
5,495,112
|
$
4,768,098
|
||||
Adjustments
to reconcile net income to net
|
||||||
cash
provided by operating activities:
|
||||||
Depreciation
and amortization
|
2,075,446
|
2,146,758
|
||||
Amortization
of deferred loan costs
|
148,838
|
-
|
||||
Share-based
compensation
|
499,884
|
548,366
|
||||
Provision
for bad debts
|
(83,662)
|
279,849
|
||||
(Gain)
loss on disposal of assets
|
(470)
|
54,685
|
||||
Deferred
income taxes
|
(375,959)
|
(397,928)
|
||||
Changes
in assets and liabilities:
|
||||||
Receivables
|
170,591
|
475,176
|
||||
Inventories
|
62,136
|
(1,616)
|
||||
Prepaid
expenses
|
(184,026)
|
(135,681)
|
||||
Other
assets
|
(7,239)
|
-
|
||||
Accounts
payable
|
(539,514)
|
(573,832)
|
||||
Accrued
expenses
|
(1,315,889)
|
(1,131,613)
|
||||
Federal
income taxes payable
|
3,170,594
|
2,548,783
|
||||
Net
cash provided by operating activities
|
9,115,842
|
8,581,045
|
||||
Cash
flows from investing activities:
|
||||||
Proceeds
from sale of assets
|
470
|
2,916
|
||||
Acquisition
of property and equipment
|
(2,228,274)
|
(1,615,815)
|
||||
Net
cash used in investing activities
|
(2,227,804)
|
(1,612,899)
|
||||
Cash
flows from financing activities:
|
||||||
Proceeds
from exercise of stock options
|
230,738
|
168,138
|
||||
Tax
benefit of stock option exercise
|
87,442
|
87,385
|
||||
Principal
payments on long-term debt
|
-
|
(8,100,000)
|
||||
Net
cash provided by (used in) financing activities
|
318,180
|
(7,844,477)
|
||||
Net
increase (decrease) in cash
|
7,206,218
|
(876,331)
|
||||
Cash
and cash equivalents at beginning of period
|
36,985,187
|
12,886,494
|
||||
Cash
and cash equivalents at end of period
|
$
44,191,405
|
$
12,010,163
|
||||
Supplemental
disclosure of cash flow information:
|
||||||
Cash
paid for interest
|
$
263
|
$
66,659
|
||||
Cash
paid for income taxes
|
$
47,923
|
$
-
|
The
Notes
to the Condensed Consolidated Financial Statements are an integral part of
these
statements.
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 unaudited consolidated financial statements have been prepared
in
accordance with U.S. generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management of the Company, all
adjustments considered necessary for a fair presentation are included. Operating
results for the three months ended March 31, 2007 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2007.
The
balance sheet at December 31, 2006 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company’s annual
report on Form 10-K for the year ended December 31, 2006.
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:
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.
For
assets to be disposed of, the Company recognizes the asset to be sold at the
lower of carrying value or fair market value less costs of disposal. Fair market
value for assts to be disposed of is generally estimated based on comparable
asset sales, solicited offers or a discounted cash flow model.
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.
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, the Company adopted the provisions of SFAS 123R requiring
the
measurement and recognition of all share-based compensation under the fair
value
method. The Company 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. The California Legislature is
currently considering ratifying compacts with primarily Southern California
located Native American casinos that would result in an approximate 50% increase
in the total number of Native American operated slot machines in the State
of
California by July 2007.
In
addition, the Company relies on non-conventioneer visitors partially comprised
of individuals flying into the Reno area. The threat of 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,
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.
The
Company also markets to Reno-area residents. A major casino-hotel operator
that
successfully focuses on local resident business in Las Vegas 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
Company’s 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"), 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. The Company 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 after which no options may be granted.
A
summary
of the current year stock option activity as of and for the three months ended
March 31, 2007 is presented below:
Weighted
Average
|
||||||||
Options
|
Shares
|
Exercise
Price
|
Remaining
Contractual Term
|
Aggregate
Intrinsic Value
|
||||
Outstanding
at beginning of period
|
1,121,199
|
$16.49
|
-
|
-
|
||||
Granted
|
3,330
|
25.53
|
-
|
-
|
||||
Exercised
|
(20,466)
|
11.27
|
-
|
-
|
||||
Forfeited
|
-
|
-
|
-
|
-
|
||||
Expired
|
-
|
-
|
-
|
-
|
||||
Outstanding
at end of period
|
1,104,063
|
$16.54
|
8.3
yrs.
|
$8,079,512
|
||||
Exercisable
at end of period
|
339,733
|
$10.91
|
6.2
yrs.
|
$3,745,193
|
A
summary
of the status of the Company’s nonvested shares as of March 31, 2007, and the
three months ended March 31, 2007, is presented below:
Nonvested
Shares
|
Shares
|
Weighted-Average
Grant Date Fair Value
|
||
Nonvested
at January 1, 2007
|
774,330
|
$18.14
|
||
Granted
|
3,330
|
7.70
|
||
Vested
|
(13,330)
|
12.07
|
||
Forfeited
|
-
|
-
|
||
Nonvested
at March 31, 2007
|
764,330
|
$18.21
|
Expense
Measurement and Recognition:
On
January 1, 2006, the Company adopted the provisions of SFAS 123R requiring
the
measurement and recognition of all share-based compensation under the fair
value
method. The Company implemented SFAS 123R using the modified prospective
transition method.
Accordingly, for the three months ended March 31, 2007 and 2006, respectively,
the Company 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, the Company 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. With
the
adoption of SFAS 123R, the Company changed its method of expense attribution
for
fair value share-based compensation from the straight-line approach to the
accelerated approach for all awards granted. The Company anticipates 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 March 31, 2007 totaled approximately $3.8 million and is expected
to be recognized over a weighted average period of 1.34 years.
The
Company uses historical data and projections to estimate expected employee,
executive and director behaviors related to option exercises and
forfeitures.
The
Company estimates 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. Option valuation assumptions for options granted during
each quarter were as follows:
Three
Months
Ended
March 31,
|
|||
2007
|
2006
|
||
Expected
volatility
|
36.9%
|
44.5%
|
|
Expected
dividends
|
-
|
-
|
|
Expected
life (in years)
|
|||
Directors’
Plan
|
2.5
|
2.5
|
|
Executive
Plan
|
4.5
|
9.0
|
|
Employee
Plan
|
3.0
|
4.1
|
|
Weighted
average risk free rate
|
4.7%
|
4.3%
|
|
Weighted
average grant date fair value per
share
of options granted
|
$
7.70
|
$
10.52
|
|
Total
intrinsic value of options exercised
|
$257,991
|
$249,640
|
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. Upon implementation of SFAS 123R, the Company
determined that an implied volatility is more reflective of market conditions
and a better indicator of expected volatility.
Reported
stock based compensation expense was classified as follows:
Three
months ended
|
|||
March
31,
|
|||
2007
|
2006
|
||
Casino
|
$
14,689
|
$
21,561
|
|
Food
and beverage
|
11,619
|
20,167
|
|
Hotel
|
8,906
|
17,230
|
|
Selling,
general and administrative
|
464,670
|
489,408
|
|
Total
stock-based compensation
|
499,884
|
548,366
|
|
Tax
benefit
|
(174,959)
|
(191,928)
|
|
Total
stock-based compensation, net of tax
|
$
324,925
|
$
356,438
|
|
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. The following is a reconciliation of the
number of shares (denominator) used in the basic and diluted earnings per share
computations (shares in thousands):
Three
Months Ended March 31,
|
||||||||
2007
|
2006
|
|||||||
Shares
|
Per
Share Amount
|
Shares
|
Per
Share Amount
|
|||||
Basic
|
19,070
|
$0.29
|
18,886
|
$
0.25
|
||||
Effect
of dilutive stock options
|
254
|
(0.01)
|
366
|
-
|
||||
Diluted
|
19,324
|
$0.28
|
19,252
|
$
0.25
|
Excluded
from the computation of diluted earnings per share are options 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.
NOTE
4.
RECENTLY ISSUED ACCOUNTING STANDARDS
The
Company’s January 1, 2007 adoption of FASB Interpretation 48, Accounting for
Uncertainty in Income Taxes, did not affect our financial position. The Company
is not subject to foreign or state income tax. The Company files a federal
tax
return only. As of the date of adoption, tax years 2003 through 2006 were
subject to examination by the Internal Revenue Service. As of March 31, 2007,
the statute of limitation for the 2003 tax year has closed. The Company’s
accounting policy with respect to interest and penalties arising from income
tax
settlements is to recognize them as part of the provision for income
taxes.
NOTE
5.
RELATED PARTY TRANSACTIONS
On
July
26, 2006, the Company submitted a formal offer to Biggest Little Investments,
L.P. (“BLI”), formulated and delivered by a committee comprised of the Company’s
independent directors (the “Committee”), to purchase the 18.95 acre shopping
center (the “Shopping Center”) adjacent to the Atlantis Casino Resort Spa. On
October 16, 2006, the Committee received a letter from counsel to BLI advising
the Company that BLI, through its general partner, Maxum, L.L.C., had “decided
that such offer is not in the best interest of the Partnership’s limited
partners and, therefore, will not be entering into negotiations with Monarch.”
The Board of Directors continues to consider expansion alternatives.
John
Farahi, Bob Farahi and Ben Farahi, beneficially own a controlling interest
in
BLI through their beneficial ownership interest in Western Real Estate
Investments, LLC . John Farahi is Co-Chairman of the Board, Chief Executive
Officer, Chief Operating Officer and a Director of Monarch. Bob Farahi is
Co-Chairman of the Board, President, Interim Treasurer, Interim Secretary and
a
Director of Monarch. Ben Farahi formerly was the Co-Chairman of the Board,
Secretary, Treasurer, Chief Financial Officer and a Director of Monarch.
Monarch’s board of directors accepted Ben Farahi’s resignation from these
positions on May 23, 2006.
The
Company currently rents various spaces totaling approximately
13,000 square feet in the Shopping Center which it uses as office and storage
space and paid rent of approximately $29,700 plus common area expenses for
the
three months ended March 31, 2007 and approximately $23,600 plus
common
area expenses for the three months ended March 31, 2006.
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 plus common area
maintenance charges for its leased driveway space at the Shopping Center during
each of the three months ended March
31,
2007
and 2006.
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 for the leased sign at the Shopping Center for each of the three months
ended March 31, 2007 and 2006.
The
Company is currently leasing billboard advertising space from affiliates of
its
controlling stockholders and paid nothing for the three months ended March
31,
2007, and $17,500 for the three months ended March 31, 2006.
Until
December 2006, the Company rented office and storage space from a company
affiliated with Monarch’s principal stockholders and expensed zero and
$7,000
for these spaces for each of the three months ended March 31,
2007 and
2006. Effective December 2006, Monarch’s principal stockholders sold this
building and the Company continues to rent space from the new owner who is
not a
related party to Monarch.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
Monarch
Casino & Resort, Inc., through its wholly-owned subsidiary, Golden Road
Motor Inn, Inc. ("Golden Road"), owns and operates the tropically-themed
Atlantis Casino Resort, a hotel/casino facility in Reno, Nevada (the
"Atlantis"). Monarch was incorporated in 1993 under Nevada law for the purpose
of acquiring all of the stock of Golden Road. The principal asset of Monarch
is
the stock of Golden Road, which holds all of the assets of the
Atlantis.
Our
sole
operating asset, the Atlantis, is a hotel/casino resort located in Reno, Nevada.
Our business strategy is to maximize the Atlantis' revenues, operating income
and cash flow primarily through our casino, our food and beverage operations
and
our hotel operations. We derive our revenues by appealing to middle to
upper-middle income Reno residents, tourists and conventioneers, 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.
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 first quarter of 2007, we exceeded all previously reported Company first
quarter casino revenues, hotel revenues, net revenues, net income and earnings
per share.
Amounts
in millions, except per share amounts
|
|||
Three
Months
|
Percentage
|
||
Ended
March 31,
|
Increase/(Decrease)
|
||
2007
|
2006
|
07
vs 06
|
|
Casino
revenues
|
$25.3
|
$24.1
|
5.0
|
Food
and beverage revenues
|
10.5
|
9.7
|
8.2
|
Hotel
revenues
|
6.8
|
6.0
|
13.3
|
Other
revenues
|
1.2
|
1.1
|
9.1
|
Net
revenues
|
37.8
|
35.6
|
6.2
|
Sales,
general and admin exp
|
11.5
|
10.8
|
6.5
|
Income
from operations
|
8.2
|
7.4
|
10.8
|
Net
Income
|
5.5
|
4.8
|
14.6
|
Earnings
per share - diluted
|
0.28
|
0.25
|
12.0
|
Operating
margin
|
21.8%
|
20.6%
|
5.8
|
Some
significant items that affected our first quarter results in 2007 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 5.0% in our casino, 8.2% in
our food
and beverage, 13.3% in our hotel and 9.1% in our other revenue centers,
led to an increase of 6.9% in our gross revenues. This increase,
partially
offset by an increase in promotional allowances as a percentage of
gross
revenues, led to a 6.2% increase in our net
revenues.
|
· |
Our
selling, general and administrative (“SG&A”) expenses increased 6.5%,
primarily due to increased marketing and promotional expenditures,
increased legal expense and increased payroll and benefit costs,
partially
offset by lower bad debt expense.
|
· |
Income
from operations increased 10.8% and operating margin increased 1.2
points
primarily as a result of the increases in
revenue.
|
CAPITAL
SPENDING AND DEVELOPMENT
Capital
expenditures at the Atlantis totaled approximately $2.2 and $1.6 million during
the first three months of 2007 and 2006, respectively. During the three months
ended March 31, 2007, our capital expenditures consisted primarily of
acquisitions of gaming equipment and the preliminary engineering and design
costs associated with the next expansion phase of the Atlantis expected to
commence in the second quarter of 2007. During last year's first three months,
capital expenditures consisted primarily of acquisitions of gaming and computer
equipment, the installation of a casino High Definition video display system,
and ongoing property public area renovations and upgrades.
Future
cash needed to finance ongoing maintenance capital spending is expected to
be
made available from our current cash balance, operating cash flow, the Credit
Facility (see "THE CREDIT FACILITY" below) and, if necessary, additional
borrowings.
STATEMENT
ON FORWARD-LOOKING INFORMATION
When
used
in this report and elsewhere by management from time to time, the words
“believes”, “anticipates” and “expects” and similar expressions are intended to
identify forward-looking statements with respect to our financial condition,
results of operations and our business including our expansion, development
activities, legal proceedings and employee matters. Certain important factors,
including but not limited to, competition from other gaming operations, factors
affecting our ability to complete, acquisitions of gaming properties, leverage,
construction risks, the inherent uncertainty and costs associated with
litigation and governmental and regulatory investigations, and licensing and
other regulatory risks, could cause our actual results to differ materially
from
those expressed in our forward-looking statements. Further information on
potential factors which could affect our financial condition, results of
operations and business including, without limitation, the expansion,
development activities, legal proceedings and employee matters are included
in
our filings with the Securities and Exchange Commission. Readers are cautioned
not to place undue reliance on any forward-looking statements, which speak
only
as of the date thereof. We undertake no obligation to publicly release any
revisions to such forward-looking statement to reflect events or circumstances
after the date hereof.
RESULTS
OF OPERATIONS
Comparison
of Operating Results for the Three-Month Periods Ended March 31, 2007 and
2006
For
the
three-month period ended March
31,
2007,
our net income was $5.5 million, or $0.28 per diluted share, on net revenues
of
$37.8 million, an increase from net income of $4.8 million, or $0.25 per diluted
share, on net revenues of $35.6 million for the three months ended March
31,
2006.
Income from operations for the three months ended March
31,
2007
totaled $8.2 million, a 10.8% increase when compared to $7.4 million for the
same period in 2006. Both net revenues and net income for the first quarter
of
2007 represent new first quarter records for the Company. Net revenues increased
6.2%, and net income increased 14.6% when compared to last year's first
quarter.
Casino
revenues totaled $25.3 million in the first quarter of 2007, a 5.0% increase
from $24.1 million in the first quarter of 2006, which was primarily due to
increases in slot, table games, poker and Keno revenues. Casino operating
expenses amounted to 33.5% of casino revenues in the first quarter of 2007,
compared to 33.2% in the first quarter of 2006, with the slight increase due
primarily to increase payroll and benefit expenses, direct operating costs,
and
complimentaries as a percentage of casino revenues.
Food
and
beverage revenues totaled $10.5 million in the first quarter of 2007, an 8.2%
increase from $9.7 million in the first quarter of 2006, due primarily to a
5.5%
increase in the number of food covers served combined with an increase in the
average revenue per food cover of 3.5%. Food and beverage operating expenses
amounted to 47.3% during the first quarter of 2007 as compared to 49.2% for
the
first quarter of 2006. This improvement was primarily the result of the increase
in the average revenue per food cover partially offset by higher payroll and
benefit expenses and commodity price increases.
Hotel
revenues were $6.8 million for the first quarter of 2007, an increase of 13.3%
from the $6.0 million reported in the 2006 first quarter. This increase was
the
result of increases in both the average daily room rate (“ADR”) and hotel
occupancy. Both first quarters' 2007 and 2006 revenues also included a $3 per
occupied room energy surcharge. During the first quarter of 2007, the Atlantis
experienced a 95.5% occupancy rate, as compared to 91.9% during the same period
in 2006. The Atlantis' ADR was $71.89 in the first quarter of 2007 compared
to
$64.68 in the first quarter of 2006. Hotel operating expenses as a percent
of
hotel revenues decreased to 31.4% in the 2007 first quarter, compared to 34.9%
in the 2006 first quarter. The improved margin is primarily due to the increased
ADR and more efficient operations resulting in reduced payroll and benefit
expenses and reduced direct operating costs as a percentage of hotel
revenues.
Promotional
allowances increased to $6.0 million in the first quarter of 2007 compared
to
$5.4 million in the first quarter of 2006. The dollar increase is attributable
to continued promotional efforts to generate additional revenues. Promotional
allowances as a percentage of gross revenues increased to 13.8% during the
first
quarter of 2007 from 13.1% in the first quarter of 2006.
Other
revenues increased slightly to $1.2 million in the 2007 first quarter compared
from $1.1 million in the first quarter of 2006.
Depreciation
and amortization expense was $2.1 million in both the first quarter of 2007
and
in the first quarter of 2006.
SG&A
expenses amounted to $11.5 million in the first quarter of 2007, a 6.5% increase
from $10.8 million in the first quarter of 2006. The increase was primarily
a
result of increased marketing and promotional expenditures, increased legal
expense and increased payroll and benefit costs, partially offset by lower
bad
debt expense. As a percentage of net revenues, SG&A expenses remained
relatively flat at 30.5% for the first quarter of 2007 as compared to 30.4%
in
the first quarter of 2006.
Interest
income increased to $344,000 for the first quarter of 2007 from $526 for the
first quarter of 2006. This increase was driven by a greater balance of interest
bearing cash and cash equivalents at March 31, 2007 as compared to March 31,
2006. During the first quarter of 2006, we paid off the $8.1 million December
31, 2005 bank debt balance and began investing our surplus cash in stable,
short-term investments, such as certificates of deposit. Our cash and cash
equivalents balance increased throughout the subsequent quarters such that
we
had cash and cash equivalents of $44.2 million at March 31, 2007 as compared
to
$12.0 million at March 31, 2006.
LIQUIDITY
AND CAPITAL RESOURCES
We
have
historically funded our daily hotel and casino activities with net cash provided
by operating activities.
For
the
three months ended March 31, 2007, net cash provided by operating activities
totaled $9.1 million, an increase of 6.2% compared to the same period last
year.
Net cash used in investing activities totaled $2.2 million
and $1.6 million in the three months ended March 31, 2007 and 2006,
respectively. During the first three months of 2007 and 2006, net cash used
in
investing activities was used primarily in the purchase of property and
equipment and continued property renovations and upgrades. Net cash provided
by
financing activities totaled $318,000 for the first three months of 2007
compared to $7.8 million net cash used by financing activities for the same
period in 2006. Net cash used in financing activities for the first three months
of 2006 was primarily for debt reduction. During the first three months of
2006,
we paid off the $8.1 million December 31, 2005 bank debt balance and began
investing our surplus cash in stable, short-term investments, such as
certificates of deposit. These investments may be subject to market risk. At
March 31, 2007, the Company had a cash balance of $44.2 million compared to
$37.0 million at December 31, 2006.
The
Company has a reducing revolving credit facility (see "THE CREDIT FACILITY"
below). At March 31, 2007, the Company had no balance outstanding on the Credit
Facility (as defined below) and had $5 million available to be drawn under the
Credit Facility.
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 (the “Shopping Center”) directly
adjacent to the Atlantis. The Shopping Center is controlled by our controlling
stockholders. 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 in lease payments for its leased driveway space at the
Shopping Center during the three months ended March 31, 2007.
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, 2006
(“2006 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 2006 Form 10-K filed on March 14,
2007.
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. 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
June
2004, five California Indian tribes signed compacts with the state that allow
the tribes to increase the number of slot machines beyond the previous
2,000-per-tribe limit in exchange for higher fees from each of the five tribes.
The California Legislature is currently considering ratifying compacts with
primarily Southern California located Native American casinos that would result
in an approximate 50% increase in the total number of Native American operated
slot machines in the State of California by July 2007. The State of California
hopes to sign similar compacts with more 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 2006 Form 10-K.
COMMITMENTS
AND CONTINGENCIES
Our
contractual cash obligations as of March 31, 2007 and the next five years and
thereafter are as follow:
Contractual
Cash
|
Payments
Due by Period
|
||||||
Obligations
|
less
than
|
1
to 3
|
4
to 5
|
more
than
|
|||
Total
|
1
year
|
years
|
years
|
5
years
|
|||
Long-Term
Debt
|
$
-
|
$
-
|
$
-
|
$
-
|
$
-
|
||
Operating
Leases (1)
|
4,625,000
|
370,000
|
740,000
|
740,000
|
2,775,000
|
||
Purchase
Obligations (2)
|
2,594,000
|
2,594,000
|
-
|
-
|
-
|
||
Total
Contractual Cash
Obligations
|
$7,219,000
|
$2,964,000
|
$740,000
|
$740,000
|
$2,775,000
|
(1)
Operating leases include $370,000 per year in lease and common expense payments
to the shopping center adjacent to the Atlantis (see Note 5. Related Party
Transactions, in the Notes to the Condensed Consolidated Financial Statements
in
this Form 10-Q).
(2)
Our
open purchase order commitments total approximately $2.6 million. Of the total
purchase order commitments, approximately $2.0 million are cancelable by the
Company upon providing a 30-day notice.
On
March
10, 2003, we announced a plan to repurchase up to 500,000 shares (adjusted
for
the 2 for 1 stock split effective March 31, 2005), or 2.6%, of our Company’s
common stock in open market transactions (the “First Plan”). During 2003, we
purchased 360,000 shares (adjusted for the 2 for 1 stock split mentioned above)
pursuant to the First Plan and made no subsequent purchases. On September 28,
2006, our Board of Directors terminated the First Plan and authorized a second
stock repurchase plan (the “Second Plan”).
Under
the
Second Plan, the Board of Directors authorized a program to repurchase up to
1,000,000 shares of our common stock in the open market or in privately
negotiated transactions from time to time, in compliance with Rule 10b-18 of
the
Securities and Exchange Act of 1934, subject to market conditions, applicable
legal requirements and other factors. The Second Plan does not obligate us
to
acquire any particular amount of common stock and the plan may be suspended
at
any time at our discretion. As of March 31, 2007, we made no purchases pursuant
to the Second Plan.
We
expect
to begin construction in the second quarter of 2007 on the next expansion phase
of the Atlantis. New space to be added to the first floor casino level, the
second and third floors and the basement level will total approximately 116,000
square feet. Once complete, the existing casino floor will be expanded by over
10,000 square feet, or approximately 20%. The first floor plans include a
redesigned, updated and expanded race and sports book of approximately 4,000
square feet and an enlarged poker room. The plans also include a New York-style
deli restaurant. The second floor expansion will create additional ballroom
and
convention space of approximately 27,000 square feet, doubling our existing
facilities. The spa and fitness center will be remodeled and expanded to create
an ultra-modern spa and fitness center facility. We are working with the
Reno-Sparks Convention Authority to design and build a pedestrian skywalk over
Peckham Street that will connect the Reno-Sparks Convention Center (RSCVA)
directly to the Atlantis. Upon completion of agreement on design plans with
the
RSCVA, construction is expected to take approximately twelve months and is
expected to be funded entirely out of existing cash on hand plus cash flow
from
operations. Excluding the cost of the skywalk, the expansion is estimated to
cost approximately $50 million. Final design plans, and the resultant cost
estimate, of the skywalk have not been completed.
We
believe that our existing cash balances, cash flow from operations, equipment
financing, and borrowings available under the Credit Facility will provide
us
with sufficient resources to fund our operations, meet our debt obligations,
and
fulfill our capital expenditure requirements; however, our operations are
subject to financial, economic, competitive, regulatory, and other factors,
many
of which are beyond our control. If we are unable to generate sufficient cash
flow, we could be required to adopt one or more alternatives, such as reducing,
delaying or eliminating planned capital expenditures, selling assets,
restructuring debt or obtaining additional equity capital.
THE
CREDIT FACILITY
On
February 20, 2004, a previous credit facility was refinanced (the "Credit
Facility") for $50 million. At our option, borrowings under the 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 includes 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
would vary between 0.25 percent and 1.25 percent above the Base Rate, and
between 1.50 percent and 2.50 percent above LIBOR. In February 2007, this margin
was further reduced to 0.00 percent and 0.75 percent above the Base Rate and
between 1.00 percent and 1.75 percent above LIBOR. At March 31, 2007, we had
no
borrowings under the Credit Facility; however, our leverage ratio was such
that
the pricing for borrowings would have been the Base Rate plus 0.00 percent
or
LIBOR plus 1.00 percent.
Subject
to our February 2007 decision to reduce the total borrowing availability to
$5
million as described below, we may utilize proceeds from the Credit Facility
for
working capital needs, general corporate purposes and for ongoing capital
expenditure requirements at the Atlantis.
The
Credit Facility is secured by liens on substantially all of the real and
personal property of the Atlantis, and is guaranteed by Monarch.
The
Credit Facility contains covenants customary and typical for a facility of
this
nature, including, but not limited to, covenants requiring the preservation
and
maintenance of our assets and covenants restricting our ability to merge,
transfer ownership of Monarch, incur additional indebtedness, encumber assets
and make certain investments. The Credit Facility also contains covenants
requiring us to maintain certain financial ratios and contains provisions that
restrict cash transfers between Monarch and its affiliates. The Credit Facility
also contains provisions requiring the achievement of certain financial ratios
before we can repurchase our common stock. We do not consider the covenants
to
restrict our operations.
The
maturity date of the Credit Facility is February 23, 2009. Beginning June 30,
2004, the maximum principal available under the Credit Facility was to 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 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
Credit Facility may be reborrowed so long as the total borrowings outstanding
do
not exceed the maximum principal available. At December 31, 2006, our available
borrowings were $24.0
million.
Effective February 2007, in consideration of our cash balance, cash expected
to
be generated from operations and to avoid agency and commitment fees, we elected
to permanently reduce the available borrowings to $5 million. We may permanently
reduce the maximum principal available under the Credit Facility at any time
so
long as the amount of such reduction is at least $500,000 and a multiple of
$50,000.
We
paid
various one-time fees and other loan costs upon the closing of the refinancing
of the Credit Facility that will be amortized over the term of the Credit
Facility using the straight-line method.
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 March
31,
2007,
that are subject to market risks.
A
one-point increase in interest rates would have had no impact on interest
expense in the first quarter of 2007.
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.
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
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 March 31, 2007. 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 March 31, 2007, 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
As
previously disclosed, litigation was filed against Monarch 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. The
case number assigned to the matter is 3:06-cv-00232-ECR (RAM). The complaint
seeks declaratory judgment prohibiting Monarch from using the name "Atlantis"
in
connection with offering casino services other than at Monarch's Atlantis Casino
Resort Spa 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 to obtain declaratory relief on these
issues. Litigation is in the discovery phase.
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, 2006. 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.
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.
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 Ben Farahi, pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
MONARCH
CASINO & RESORT, INC.
(Registrant)
Date:
May
9, 2007 By:
/s/ RONALD ROWAN
Ronald
Rowan, Chief Financial Officer
and
Treasurer (Principal Financial
Officer
and Duly Authorized Officer)
EXHIBIT
31.1 -
CERTIFICATION OF JOHN FARAHI 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:
May
9, 2007
By:
/s/ John Farahi
John
Farahi, Chief Executive Officer
EXHIBIT
31.2 -
CERTIFICATION
OF RONALD ROWAN 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:
May
9, 2007
By:
/s/ Ronald Rowan
Ronald
Rowan, Chief Financial Officer
EXHIBIT
32.1
- CERTIFICATION
OF JOHN FARAHI 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 March 31, 2007, 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:
May 9, 2007
By:
/s/ JOHN FARAHI
John
Farahi, Chief Executive Officer
EXHIBIT
32.2
- CERTIFICATION OF RONALD ROWAN 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 March 31, 2007, 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:
May 9, 2007
By:
/s/ Ronald Rowan
Ronald
Rowan,Chief Financial Officer