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MONARCH CASINO & RESORT INC - Quarter Report: 2011 June (Form 10-Q)

Table of Contents

 

 

 

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, 2011

 

OR

 

o

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)

 

 

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer o

 

Accelerated Filer x

 

 

 

Non-Accelerated Filer o

 

Smaller Reporting Company 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

 

16,138,158 shares

Class

 

Outstanding at July 20, 2011

 

 

 



Table of Contents

 

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, 2011 and 2010 (unaudited)

3

 

 

Condensed Consolidated Balance Sheets at June 30, 2011 (unaudited) and December 31, 2010

4

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 (unaudited)

5

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

6

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

19

 

 

Item 4. Controls and Procedures

19

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

19

 

 

Item 1A. Risk Factors

20

 

 

Item 6. Exhibits

20

 

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Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

MONARCH CASINO & RESORT, INC.

Condensed Consolidated Statements of Income

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues

 

 

 

 

 

 

 

 

 

Casino

 

$

26,076,953

 

$

25,020,899

 

$

49,289,639

 

$

49,175,039

 

Food and beverage

 

10,933,018

 

10,369,922

 

21,025,756

 

20,353,525

 

Hotel

 

5,490,621

 

5,931,465

 

10,494,662

 

11,109,532

 

Other

 

1,930,784

 

1,855,462

 

3,830,046

 

3,835,156

 

Gross revenues

 

44,431,376

 

43,177,748

 

84,640,103

 

84,473,252

 

Less promotional allowances

 

(7,271,503

)

(7,021,852

)

(14,194,414

)

(13,965,804

)

Net revenues

 

37,159,873

 

36,155,896

 

70,445,689

 

70,507,448

 

Operating expenses

 

 

 

 

 

 

 

 

 

Casino

 

9,589,732

 

9,525,444

 

19,066,039

 

18,853,785

 

Food and beverage

 

4,903,568

 

4,656,332

 

9,592,125

 

9,020,786

 

Hotel

 

1,568,538

 

1,617,683

 

2,997,491

 

3,050,822

 

Other

 

719,231

 

765,813

 

1,453,177

 

1,405,924

 

Selling, general and administrative

 

11,274,007

 

11,913,997

 

22,181,235

 

22,972,598

 

Depreciation and amortization

 

3,436,015

 

3,214,390

 

6,830,401

 

6,525,726

 

Total operating expenses

 

31,491,091

 

31,693,659

 

62,120,468

 

61,829,641

 

Income from operations

 

5,668,782

 

4,462,237

 

8,325,221

 

8,677,807

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Other income

 

 

16,000

 

 

16,000

 

Interest expense

 

(194,746

)

(365,851

)

(483,268

)

(824,275

)

Total other income (expense)

 

(194,746

)

(349,851

)

(483,268

)

(808,275

)

Income before income taxes

 

5,474,036

 

4,112,386

 

7,841,953

 

7,869,532

 

Provision for income taxes

 

(1,915,900

)

(1,452,055

)

(2,744,671

)

(2,767,055

)

Net income

 

$

3,558,136

 

$

2,660,331

 

$

5,097,282

 

$

5,102,477

 

 

 

 

 

 

 

 

 

 

 

Earnings per share of common stock

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

0.16

 

$

0.32

 

$

0.32

 

Diluted

 

$

0.22

 

$

0.16

 

$

0.31

 

$

0.32

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares and potential common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

16,138,158

 

16,129,053

 

16,138,158

 

16,127,231

 

Diluted

 

16,223,488

 

16,220,865

 

16,223,207

 

16,186,154

 

 

The Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

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Table of Contents

 

MONARCH CASINO & RESORT, INC.

Condensed Consolidated Balance Sheets

 

 

 

June 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

10,007,582

 

$

13,800,604

 

Receivables, net

 

2,505,230

 

3,269,250

 

Federal income tax receivable

 

 

99,202

 

Inventories

 

1,965,832

 

1,883,816

 

Prepaid expenses

 

3,240,292

 

2,553,341

 

Deferred income taxes

 

1,384,443

 

1,384,443

 

Total current assets

 

19,103,379

 

22,990,656

 

Property and equipment

 

 

 

 

 

Land

 

13,172,522

 

13,172,522

 

Land improvements

 

4,026,175

 

3,891,990

 

Buildings

 

139,843,299

 

139,843,299

 

Building improvements

 

10,973,521

 

10,766,414

 

Furniture and equipment

 

114,948,175

 

112,847,107

 

Leasehold improvements

 

1,346,965

 

1,346,965

 

 

 

284,310,657

 

281,868,297

 

Less accumulated depreciation and amortization

 

(132,244,423

)

(125,437,458

)

Net property and equipment

 

152,066,234

 

156,430,839

 

Other assets, net

 

183,254

 

312,043

 

Total assets

 

$

171,352,867

 

$

179,733,538

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Borrowings under credit facility

 

$

17,000,000

 

$

 

Accounts payable

 

8,238,242

 

10,216,495

 

Accrued expenses

 

12,115,470

 

14,077,344

 

Federal income taxes payable

 

545,469

 

 

Total current liabilities

 

37,899,181

 

24,293,839

 

Long-term debt, less current maturities

 

 

28,600,000

 

Deferred income taxes

 

3,384,218

 

3,384,218

 

Other long term liabilities

 

873,872

 

873,872

 

Total Liabilities

 

42,157,271

 

57,151,929

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued

 

 

 

Common stock, $.01 par value, 30,000,000 shares authorized; 19,096,300 shares issued; 16,138,158 outstanding at June 30, 2011 and December 31, 2010

 

190,963

 

190,963

 

Additional paid-in capital

 

32,436,533

 

31,558,693

 

Treasury stock, 2,958,142 shares at June 30, 2011 and December 31, 2010, at cost

 

(48,541,663

)

(48,541,663

)

Retained earnings

 

145,109,763

 

139,373,616

 

Total stockholders’ equity

 

129,195,596

 

122,581,609

 

Total liability and stockholder’s equity

 

$

171,352,867

 

$

179,733,538

 

 

The Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

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Table of Contents

 

MONARCH CASINO & RESORT, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six months ended June 30,

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

5,097,282

 

$

5,102,477

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

6,830,401

 

6,525,726

 

Amortization of deferred loan costs

 

128,790

 

128,789

 

Share based compensation

 

877,840

 

900,663

 

Provision for bad debts

 

(82,047

)

369,863

 

Gain on disposal of assets

 

(1,500

)

(16,000

)

Changes in operating assets and liabilities:

 

 

 

 

 

Receivables

 

846,067

 

(880,473

)

Inventories

 

(82,016

)

15,233

 

Prepaid expenses

 

(686,951

)

(481,636

)

Accounts payable

 

(1,978,253

)

(2,025,892

)

Accrued expenses

 

(1,323,011

)

(342,724

)

Federal income taxes

 

644,671

 

(482,945

)

Net cash provided by operating activities

 

10,271,273

 

8,813,081

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds from sale of assets

 

1,500

 

16,000

 

Acquisition of property and equipment

 

(2,465,795

)

(2,585,635

)

Net cash used in investing activities

 

(2,464,295

)

(2,569,635

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exercise of stock options

 

 

46,023

 

Principal payments on long-term debt

 

(11,600,000

)

(10,700,000

)

Net cash used in financing activities

 

(11,600,000

)

(10,653,977

)

Net decrease in cash

 

(3,793,022

)

(4,410,531

)

Cash and cash equivalents at beginning of period

 

13,800,604

 

14,420,323

 

Cash and cash equivalents at end of period

 

$

10,007,582

 

$

10,009,792

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

300,765

 

$

628,317

 

Cash paid for income taxes

 

$

2,100,000

 

$

3,250,000

 

Non cash transaction - reduction of jackpot liability

 

$

638,865

 

$

 

 

The Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

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Table of Contents

 

MONARCH CASINO & RESORT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

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 Spa (the “Atlantis”), a hotel/casino facility in Reno, Nevada.  Monarch’s other wholly owned subsidiaries, High Desert Sunshine, Inc. (“High Desert”) and Golden North, Inc. (“Golden North”), each own separate parcels of land located adjacent to the Atlantis.  Unless stated otherwise, the “Company” refers collectively to Monarch and its subsidiaries.

 

The consolidated financial statements include the accounts of Monarch, Golden Road, High Desert and Golden North. Intercompany balances and transactions are eliminated.

 

Interim Financial Statements:

 

The accompanying unaudited condensed 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 and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

 

The balance sheet at December 31, 2010 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, 2010.

 

Fair Value of Financial Instruments:

 

The estimated fair value of the Company’s financial instruments has been determined by the Company, using available market information and valuation methodologies.  However, considerable judgment is required to develop the estimates of fair value; thus, the estimates provided herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

 

The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments.

 

NOTE 2. STOCK-BASED COMPENSATION

 

The Company accounts for its stock-based compensation in accordance with the authoritative guidance requiring the compensation cost relating to share-based payment transactions be recognized in the Company’s consolidated statements of income.

 

On June 21, 2010, the Company granted 426,709 stock options with an exercise price of $11.15 in exchange for 454,319 underwater stock options surrendered in a stockholder approved exchange offer that expired on June 19, 2010.

 

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The newly granted options have a ten-year contractual term and have one of two vesting terms.  Options issued in exchange for unvested surrendered options vest one year following the anniversary date of surrendered options.  Options issued in exchange for vested surrendered options vest in three equal installments on June 21, 2011, 2012 and 2013, respectively.  The exchange ratio was calculated based on the fair values of the options surrendered and issued under a value-for-value exchange.  Incremental compensation expense was not material.

 

Reported stock based compensation expense was classified as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Casino

 

$

18,503

 

$

13,231

 

$

39,992

 

$

27,433

 

Food and beverage

 

16,690

 

15,533

 

34,792

 

29,520

 

Hotel

 

3,685

 

5,567

 

7,329

 

10,991

 

Selling, general and administrative

 

374,081

 

422,375

 

795,727

 

832,719

 

Total stock-based compensation, before taxes

 

412,959

 

456,706

 

877,840

 

900,663

 

Tax benefit

 

(144,536

)

(159,847

)

(307,244

)

(315,232

)

Total stock-based compensation, net of tax

 

$

268,423

 

$

296,859

 

$

570,596

 

$

585,431

 

 

NOTE 3. 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 June 30,

 

 

 

2011

 

2010

 

 

 

Shares

 

Per Share
Amount

 

Shares

 

Per Share
Amount

 

Basic

 

16,138

 

$

0.22

 

16,129

 

$

0.16

 

Effect of dilutive stock options

 

86

 

 

92

 

 

Diluted

 

16,224

 

$

0.22

 

16,221

 

$

0.16

 

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

 

 

Shares

 

Per Share
Amount

 

Shares

 

Per Share
Amount

 

Basic

 

16,138

 

$

0.32

 

16,127

 

$

0.32

 

Effect of dilutive stock options

 

85

 

(.01

)

59

 

 

Diluted

 

16,223

 

$

0.31

 

16,186

 

$

0.32

 

 

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.  For the three and six months ended June 30, 2011; 1,737,053 and 1,518,416 anti-dilutive options were excluded from the computation.

 

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Table of Contents

 

NOTE 4.  LONG-TERM DEBT

 

THE CREDIT FACILITY

 

Until February 20, 2004, the Company had a reducing revolving term loan credit facility with a consortium of banks (the “First Credit Facility”).  On February 20, 2004, the First Credit Facility was refinanced (the “Second Credit Facility”) for $50 million. The maturity date of the Second Credit Facility was to be April 18, 2009; however, on January 20, 2009, the Second Credit Facility was amended and refinanced (the “New Credit Facility”) for $60 million.  The New Credit Facility may be utilized by the Company for working capital needs, general corporate purposes and for ongoing capital expenditure requirements.

 

The maturity date of the New Credit Facility is January 20, 2012.  Borrowings are secured by liens on substantially all of the real and personal property of the Atlantis and are guaranteed by Monarch.

 

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 Company assets and covenants restricting the Company’s ability to merge, transfer ownership of Monarch, incur additional indebtedness, encumber assets and make certain investments.  The New Credit Facility contains covenants requiring that the Company maintain certain financial ratios and achieve a minimum level of Earnings-Before-Interest-Taxes-Depreciation and Amortization (EBITDA) on a two-quarter rolling basis.  It also contains provisions that restrict cash transfers between Monarch and its affiliates and contains provisions requiring the achievement of certain financial ratios before the Company can repurchase its common stock or pay dividends. Management does not consider the covenants to restrict normal functioning of day-to-day operations.

 

As of June 30, 2011, the Company was required to maintain a leverage ratio, defined as consolidated debt divided by EBITDA , of no more than 2.00:1 and a fixed charge coverage ratio (EBITDA divided by fixed charges, as defined) of at least 1.25:1.  As of June 30, 2011, the Company’s leverage ratio and fixed charge coverage ratios were 0.6:1 and 19.2:1, respectively.  As of June 30, 2010, the Company’s leverage ratio and fixed charge coverage ratios were 1.3:1 and 11.3:1, respectively.

 

The maximum principal available under the New Credit Facility is reduced by $2.5 million per quarter beginning on December 31, 2009 and the Company can voluntarily reduce the maximum principal available from time to time to reduce the fee charged on the unused portion of the facility.  At June 30, 2011, the maximum principal available under the New Credit Facility was $22.0 million.  Maturities of the Company’s borrowings for each of the next five years and thereafter as of June 30, 2011 are as follows (amounts in thousands):

 

 

 

 

 

less than

 

1 to 3

 

4 to 5

 

more than

 

 

 

Total

 

1 year

 

years

 

years

 

5 years

 

Maturities of Borrowings Under Credit Facility

 

$

17,000,000

 

$

17,000,000

 

 

 

 

 

The Company 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 may be reborrowed so long as the total borrowings outstanding do not exceed the maximum principal available.

 

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The Company 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 facility’s term using the straight-line method which approximates the effective interest method.

 

At June 30, 2011, the Company had $17.0 million outstanding under the New Facility.  At that time its leverage ratio was such that pricing for borrowings under the New Credit Facility was LIBOR plus 2.000%.  At June 30, 2010, the Company had $37.8 million outstanding under the New Credit Facility.  At that time its leverage ratio was such that pricing for borrowings under the New Credit Facility was LIBOR plus 2.375%.  At June 30, 2011 the one-month LIBOR interest rate was 0.19%.   The carrying value of the debt outstanding under the New Facility approximates fair value because the interest fluctuates with the lender’s prime rate or other market rates of interest.

 

NOTE 5.  INCOME TAXES

 

For the six months ended June 30, 2011 and 2010, the Company’s effective tax rate were 35.0%. The effective tax rate for the six months ended June 30, 2011 did not vary from the prior period as the items that impact the effective tax rate are generally consistent from year to year.

 

NOTE 6. RECENTLY ISSUED ACCOUNTING STANDARDS

 

In December 2010, the FASB issued guidance to improve disclosures of supplementary pro forma information for business combinations. The guidance specifies that if an entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This guidance also expands the supplemental pro forma disclosures required to include a description of the nature and amount of material nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  In the event that the Company acquires companies significant to its operations in the future, the Company expects that the adoption of the guidance will have an impact on its consolidated financial statements.

 

In April 2010, the FASB issued guidance on accruing for jackpot liabilities that clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can legally avoid paying that jackpot (for example, by removing the gaming machine from the casino floor). Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. This guidance applies to both base jackpots and the incremental portion of progressive jackpots.  The guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and was applied by recording a cumulative-effect adjustment to opening retained earnings in the period of adoption. Under Nevada gaming regulations, the removal of base jackpots is not prohibited and upon adoption, the Company reversed previously accrued base jackpots of $639 thousand as of January 1, 2011 as a credit to opening retained earnings.  This adoption did not affect the accounting for progressive jackpots, as the Company’s existing accounting was in accordance with the new guidance.

 

A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on the Company’s consolidated financial statements.

 

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NOTE 7. RELATED PARTY TRANSACTIONS

 

The 18.95-acre shopping center (the “Shopping Center”) adjacent to the Atlantis is owned by Biggest Little Investments, L.P. (“BLI”).  BLI’s general partner is Maxum, L.L.C. (“Maxum”).  John Farahi, Bob Farahi and Ben Farahi each individually own non-controlling interests in BLI and Maxum. 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, Secretary and a Director of Monarch. Until May 23, 2006, Ben Farahi was the Co-Chairman of the Board, Secretary, Treasurer, Chief Financial Officer and a Director of Monarch.

 

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 year beginning in the 61st month 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 3 five-year terms, and at the end of the extension periods, the Company has the option to purchase the leased driveway 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 Company paid approximately $85,200 and $170,400 plus common area maintenance charges for its leased driveway space at the Shopping Center during the three and six months ended June 30, 2011 and $85,200 and $170,400 plus common area maintenance charges for the three and six months ended June 30, 2010

 

The Company occasionally leases billboard advertising space from affiliates of its controlling stockholders and paid $34,200 and $67,600 for the three and six months ended June 30, 2011, respectively, and paid $23,800 and $75,200 for the three and six months ended June 30, 2010, respectively.

 

NOTE 8. STOCKHOLDERS’ EQUITY

 

Changes in stockholders’ equity for the six months ended June 30, 2011 were as follows:

 

Balance at December 31, 2010

 

$

122,581,609

 

Accounting change for base jackpots

 

638,865

 

Stock-based compensation

 

877,840

 

Net income

 

5,097,282

 

Balance at June 30, 2011

 

$

129,195,596

 

 

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 Atlantis Casino Resort Spa, a hotel/casino facility in Reno, Nevada (the “Atlantis”).  Monarch’s other wholly owned subsidiaries, High Desert Sunshine, Inc. (“High Desert”) and Golden North, Inc. (“Golden North”), each own a parcel of land located adjacent to 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.

 

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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, food and beverage and hotel operations.  We capitalize on the Atlantis’ location for tour and travel visitors, conventioneers and local residents by offering exceptional service, quality and value 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, High Desert and Golden North subsidiaries.

 

OPERATING RESULTS SUMMARY

 

Below is a summary of our second quarter results for 2011 and 2010:

 

Amounts in millions, except per share amounts

 

 

 

Three Months

 

 

 

 

 

Ended June 30,

 

Percentage

 

 

 

2011

 

2010

 

(Decrease)/Increase

 

Casino revenues

 

$

26.1

 

$

25.0

 

4.4

 

Food and beverage revenues

 

10.9

 

10.4

 

4.8

 

Hotel revenues

 

5.5

 

5.9

 

(6.8

)

Other revenues

 

1.9

 

1.9

 

 

Net revenues

 

37.2

 

36.2

 

2.8

 

Sales, general and admin expense

 

11.3

 

11.9

 

(5.0

)

Income from operations

 

5.7

 

4.5

 

26.7

 

 

 

 

 

 

 

 

 

Net Income

 

3.6

 

2.7

 

33.3

 

Earnings per share - diluted

 

0.22

 

0.16

 

37.5

 

 

 

 

 

 

 

 

 

Operating margin

 

15.3

%

12.4

%

2.9

pts.

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

Percentage

 

 

 

2011

 

2010

 

(Decrease)/Increase

 

Casino revenues

 

$

49.3

 

$

49.2

 

0.2

 

Food and beverage revenues

 

21.0

 

20.4

 

2.9

 

Hotel revenues

 

10.5

 

11.1

 

(5.4

)

Other revenues

 

3.8

 

3.8

 

 

Net revenues

 

70.5

 

70.5

 

 

Sales, general and admin expense

 

22.2

 

23.0

 

(3.5

)

Income from operations

 

8.3

 

8.7

 

(4.6

)

Net Income

 

5.1

 

5.1

 

 

Earnings per share - diluted

 

0.31

 

0.32

 

(3.1

)

 

 

 

 

 

 

 

 

Operating margin

 

11.8

%

12.3

%

(0.5

)pts.

 

As in many other areas around the country, the economic decline in Reno that began in the fourth quarter of 2007 has deepened through the second quarter of 2011.  Aggressive marketing programs by our competitors have also posed challenges to us during that time.

 

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Furthermore, based on statistics released by the Nevada Gaming Control Board, the Reno gaming revenue market has shrunk in the aggregate.  Despite the fact that those negative factors continued into this second quarter of 2011, revenue in our casino and food and beverage operating departments increased compared to the same quarter of 2010 while sales, general and administrative expense decreased.  We believe two of the primary factors that drove the net revenues increase include:

 

·                  Atlantis capital improvements such as our completed expansion, renovation and Atlantis Convention Center Skybridge capital projects (see “CAPITAL SPENDING AND DEVELOPMENT” below).  We believe these and other improvements have increased the quality of our facility relative to that of many of our competitors’ who have not upgraded their facilities.

 

·                  Delivery of superior service to our guests while employee layoffs by many of our competitors have negatively impacted the quality of service they are able to deliver to their guests.

 

We believe that these factors were the primary drivers of:

 

·                  Increases of 4.4% and 4.8%  in our casino and food and beverage revenues, respectively, which in turn were the primary drivers of a 2.8% increase in net revenues;

 

·                  An increase in income from operations and diluted earnings per share of 26.7% and 37.5%, respectively;

 

·                  An increase in our operating margin by 2.9 points or 23.4%.

 

We anticipate that the ongoing macroeconomic decline nationally and in the Reno market, combined with aggressive marketing programs of our competitors, will continue to apply downward pressure on Atlantis revenue.  Despite the fact that we overcame those negative factors in the first six months of 2011 to maintain our net revenues at the same levels as the first six months of 2010, there is no assurance that we will be able to sustain such revenue levels in future periods, particularly if the negative macroeconomic factors persist.

 

CAPITAL SPENDING AND DEVELOPMENT

 

We seek to continuously upgrade and maintain the Atlantis facility in order to present a fresh, high quality product to our guests.

 

In June 2007, we broke ground on an expansion project, several phases of which we completed and opened in the second half of 2008.  New space was added to the first floor casino level, the second and third floors and the basement level totaling approximately 116,000 square feet.  The existing casino floor was expanded by over 10,000 square feet, or approximately 20%.  The first floor casino expansion includes a redesigned, updated and expanded race and sports book of approximately 4,000 square feet and an enlarged poker room.   The expansion also included the new “Manhattan deli”, a New York deli-style restaurant.  The second floor expansion created additional ballroom and convention space of approximately 27,000 square feet, doubling the existing facilities.  We constructed and opened a pedestrian skywalk over Peckham Lane that connects the Reno-Sparks Convention Center directly to the Atlantis.  In January 2009, we opened the final phase of the expansion project, the new Spa Atlantis featuring an atmosphere, amenities and treatments that are unique from any other offering in our market.  Additionally, many of the pre-expansion areas of the Atlantis were remodeled to be consistent with the upgraded look and feel of the new facilities.  The total cost of these projects (the “Capital Projects”) was approximately $80.0 million.

 

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With the opening of the new skywalk, the Atlantis became the only hotel-casino to be physically connected to the Reno-Sparks Convention Center.  The Reno-Sparks Convention Center offers approximately 500,000 square feet of leasable exhibition, meeting room, ballroom and lobby space.

 

Capital expenditures at the Atlantis totaled approximately $2.5 million and $2.6 million during the first six months of 2011 and 2010, respectively.  During the six month period ended June 30, 2011, our capital expenditures consisted primarily of the acquisition of gaming equipment to upgrade and replace existing equipment and other general upgrades to the Atlantis facility.  During the six month period ended June 30, 2010, our capital expenditures consisted primarily of the renovation of our Atlantis Steakhouse restaurant and rest rooms, the acquisition of gaming equipment to upgrade and replace existing equipment and continued renovation and other general upgrades to the Atlantis facility.

 

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 compete, 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, our 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 June 30, 2011 and 2010

 

For the three-month period ended June 30, 2011, our net income was $3.6 million, or $0.22 per diluted share, on net revenues of $37.2 million, an increase from net income of $2.7 million, or $0.16 per diluted share, on net revenues of $36.2 million for the three months ended June 30, 2010. Income from operations for the three months ended June 30, 2011 totaled $5.7 million, a 26.7% increase when compared to $4.5 million for the same period in 2010.  Net revenues increased 2.8%, and net income increased 33.3%, when compared to last year’s second quarter.

 

Casino revenues totaled $26.1 million in the second quarter of 2011, a 4.4% increase from $25.0 million in the second quarter of 2010, which was primarily due to increased slot revenues.  Casino operating expenses as a percentage of casino revenue decreased to 36.8% as compared to 38.1% in the prior year’s second quarter primarily due to the ability of our casino operating department to drive higher casino revenues while holding operating cost relatively flat.

 

Food and beverage revenues totaled $10.9 million in the second quarter of 2011, a 4.8% increase from $10.4 million in the second quarter of 2010, due primarily to a 0.4% decrease in covers served offset by an 8.6% increase in the average revenue per cover.  Food and beverage operating expenses as a percentage of food and beverage revenue remained flat at 44.9% for both the second quarter of 2011 and the second quarter of 2010.

 

Hotel revenues were $5.5 million for the second quarter of 2011, a decrease of 6.8% from the $5.9 million reported in the 2010 second quarter.

 

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In the fourth quarter of 2010, we demolished our 149 room motor lodge which decreased our room inventory from 973 rooms to 824 rooms.  Primarily because of the lower room inventory, our hotel occupancy increased to 93.8% during the second quarter of 2011, as compared to 86.4% during the same period in 2010.  We also experienced an increase in the average daily room rate (“ADR”) from $71.34 during the second quarter of 2010 to $72.11 in the same quarter of 2011.  In addition to the ADR, we charged guests a $10 per day resort fee in both quarters.  Revenue per Available Room (“REVPAR”), calculated by dividing total room revenue (less service charges, if any) by total rooms available was $67.59 and $61.19 for the three month periods ended June 30, 2011 and 2010, respectively.  Hotel operating expenses as a percent of hotel revenues increased to 28.6% for the second quarter of 2011 from 27.3% for the second quarter of 2010 due to the decreased hotel revenue.

 

Promotional allowances were $7.3 million in the second quarter of 2011 and $7.0 million in the second quarter of 2010.  Promotional allowances as a percentage of gross revenues increased to 16.4% during the second quarter of 2011 from 16.3% in the second quarter of 2010.  This increase was primarily the result of increased promotional and discount programs in response to the challenging economic environment and ongoing competitor promotional and discount programs.

 

Depreciation and amortization expense increased to $3.4 million in the second quarter of 2011 as compared to $3.2 million for the second quarter of 2010.

 

SG&A expense totaled $11.3 million in the second quarter of 2011, a 5.0% decrease from $11.9 million in the second quarter of 2010. The decrease was primarily due to lower bad debt expenses of approximately $470 thousand, lower utilities expense of approximately $260 thousand, lower legal expense of approximately $70 thousand and lower miscellaneous expense of approximately $25 thousand partially offset by higher marketing expense of approximately $225 thousand.

 

During the three month period ended June 30, 2011, we paid down the balance outstanding under our credit facility by $5.0 million, which decreased the outstanding balance of the credit facility from $22.0 million at March 31, 2011 to $17.0 million at June 30, 2011.  Because of the lower average borrowing balance in the second quarter of 2011 as compared the second quarter of 2010, interest expense decreased during the second quarter of 2011 to $195 thousand from $366 thousand in the second quarter of 2010.

 

Comparison of Operating Results for the Six-Month Periods Ended June 30, 2011 and 2010.

 

For the six months ended June 30, 2011, our net income was $5.1 million, or $0.31 per diluted share, on net revenues of $70.5 million, flat with net income of $5.1 million, or $0.32 per diluted share, on net revenues of $70.5 million during the six months ended June 30, 2010. Income from operations for the 2011 six-month period totaled $8.3 million, compared to $8.7 million for the same period in 2010.

 

Casino revenues for the first six months of 2011 totaled $49.3 million, slightly higher than the $49.2 million for the first six months of 2010.  Casino operating expenses amounted to 38.7% of casino revenues for the six months ended June 30, 2011, compared to 38.3% for the same period in 2010, the increase was primarily due to the cost of increased complimentary food, beverages and other services provided to casino patrons (“Complimentaries”).  Complimentaries expense increased primarily due to the slightly higher revenues combined with increased promotional and discount programs in response to the challenging economic environment and greater competitor promotional and discount programs.

 

Food and beverage revenues totaled $21.0 million for the six months ended June 30, 2011, an increase from the $20.4 million for the six months ended June 30, 2010, due to a 2.3% decrease in the number of covers served offset by an 8.3% increase in the average revenue per cover.  Food and beverage operating expenses amounted to 45.6% of food and beverage revenues during the 2011 six-month period, an increase when compared to 44.3% for the same period in 2010.  This increase was primarily the result of higher food commodity costs and higher payroll and benefits expense.

 

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Table of Contents

 

Hotel revenues for the first six months of 2011 decreased to $10.5 million from $11.1 million for the first six months of 2010.  In the fourth quarter of 2010, we demolished our 149 room motor lodge which decreased our room inventory from 973 rooms to 824 rooms.  Primarily because of the lower room inventory, our hotel occupancy increased to 88.8% during the first six months of 2011, as compared to 82.4% during the same period in 2010.  We also experienced an increase in the average daily room rate (“ADR”) from $70.23 during the first six months of 2010 to $73.23 in the same period of 2011.  In addition to the ADR, we charged guests a $10 per day resort fee in both quarters. Revenue per Available Room (“REVPAR”), calculated by dividing total room revenue (less service charges, if any) by total rooms available was $65.03 and $57.94 for the six month periods ended June 30, 2011 and 2010, respectively.   Hotel operating expenses as a percent of hotel revenues increased to 28.6% for the first six months of 2011 from 27.5% for the second quarter of 2010 due to the decreased hotel revenue.

 

Promotional allowances increased to $14.2 million for the first six months of 2011 from $14.0 million for the same period in 2010.  Promotional allowances as a percentage of gross revenues increased to 16.8% for the first six months of 2011 compared to 16.5% for the same period in 2010.  This increase was primarily the result of increased promotional and discount programs that we initiated in response to the challenging economic environment and ongoing competitor promotional and discount programs.

 

Depreciation and amortization expense was $6.8 million in the first six months of 2011, $300 thousand higher than the $6.5 million in the same period last year.

 

SG&A expense decreased 3.5% to $22.2 million in the first six months of 2011, compared to $23.0  million in the first six months of 2010, primarily as a result lower utilities expense of approximately $500 thousand, lower bad debt expense of approximately $450 thousand, lower legal expense of approximately $215 thousand and lower miscellaneous expense of approximately $105 thousand, all partially offset by higher marketing expense of approximately $470 thousand.

 

Because of a lower average borrowing balance in the first six months of 2011 as compared to the same period of 2010, interest expense decreased during the first six months of 2011 to $483 thousand from $824 thousand for the same period of 2010.

 

LIQUIDITY AND CAPITAL RESOURCES

 

For the six months ended June 30, 2011, net cash provided by operating activities totaled $10.3 million, an increase of $1.5 million or 17.0% compared to the same period last year.  This increase was primarily the result of greater collection of accounts receivable, more paid for inventory and more paid for prepaid expenses offset by greater accrued expenses and federal income taxes payable during the first six months of 2011 as compared to the first six months of the prior year.

 

Net cash used in investing activities totaled $2.5 million and $2.6 million in the six months ended June 30, 2011 and 2010, respectively, was primarily due to acquire property and equipment.

 

We used $11.6 million of net cash in financing activities during the six months ended June 30, 2011 compared to net cash used by financing activities of $10.7 million for the six months ended June 30, 2010.  During the first six months of 2011 and 2010, we paid $11.6 million and $10.7 million, respectively, of the outstanding balance under our Credit Facility (see “THE CREDIT FACILITY” below).

 

At June 30, 2011, we had $17.0 million of borrowings outstanding under our New Facility which matures in January 20, 2012.  We believe that our existing cash balances and cash flow from operations and borrowings available under the New Facility will provide us with sufficient resources to fund our operations, meet our normal course of business debt obligations, and fulfill our capital expenditure plans up to the maturity date of the New Facility; however, our operations are subject to financial, economic, competitive, regulatory, and other factors, many of which are beyond our control.

 

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Table of Contents

 

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.

 

Since the New Facility matures on January 20, 2012, we intend to amend or refinance the New Facility.  Any amendment may result in the amendment of other material provisions of the New Facility, such as the interest rate charged and other material covenants.  In the event that we are not able to come to mutually acceptable terms with the New Facility lender, we believe that the strength of our balance sheet, combined with our operating cash flow, will provide the basis for a successful refinancing of the New Facility with alternative lenders.  However, there is no assurance that we will be able to reach acceptable terms for a New Facility amendment or refinancing.  If we are unable to amend or refinance the New Facility, we may seek equity or other financing to repay the outstanding principal of the New Facility upon its maturity.

 

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 an entity whose owners include our controlling stockholders. As part of this project, in January 2004, we 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 year beginning in the 61st month based on the Consumer Price Index. We also use part of the common area of the Shopping Center and pay our proportional share of the common area expense of the Shopping Center. We have the option to renew the lease for three five-year terms, and at the end of the extension periods, we have 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 us for pedestrian and vehicle access to the Atlantis, and we 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. We paid approximately $170,400 in lease payments for the leased driveway space at the Shopping Center during the six months ended June 30, 2011.

 

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, 2010 (“2010 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 2010 Form 10-K filed on March 15, 2011.

 

OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS

 

The economy in northern Nevada and our feeder markets, like many other areas around the country, are experiencing the effects of several negative macroeconomic trends, including a broad economic recession, higher home mortgage defaults and declining residential real estate values.  These negative trends could adversely impact discretionary incomes of our target customers, which, in turn could adversely impact our business.  We believe that as recessionary pressures increase or continue for an extended period of time, target customers may further curtail discretionary spending for leisure activities and businesses may reduce spending for conventions and meetings, both of which would adversely impact our business.

 

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Table of Contents

 

Management continues to monitor these trends and intends, as appropriate, to adopt operating strategies to attempt to mitigate the effects of such adverse conditions.  We can make no assurances that such strategies will be effective.

 

The expansion of Native American casinos in California has had an impact on casino revenues in Nevada in general, and many analysts predict the impact will continue to 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 Native American casinos, such casinos may intensify their marketing efforts to northern Nevada residents as well, greatly increasing competitive activities for our local customers.

 

Higher fuel costs may deter California and other drive-in customers from coming to the Atlantis.

 

We also believe that unlimited land-based casino gaming in or near any major metropolitan area in the Atlantis’ key feeder market areas, such as San Francisco or Sacramento, could have a material adverse effect on our business.

 

Other factors that may impact current and future results are set forth in detail in Item 1A “Risk Factors” of our 2010 Form 10-K.

 

COMMITMENTS AND CONTINGENCIES

 

Our contractual cash obligations as of June 30, 2011 and the next five years and thereafter are as follow:

 

 

 

Payments Due by Period (4)

 

Contractual Cash 

 

 

 

less than

 

1 to 3

 

4 to 5

 

more than

 

Obligations

 

Total

 

1 year

 

years

 

years

 

5 years

 

Operating Leases(1)

 

$

3,052,500

 

$

370,000

 

$

740,000

 

$

740,000

 

$

1,202,500

 

Current Maturities of Borrowings Under Credit Facility (2)

 

17,000,000

 

17,000,000

 

 

 

 

Purchase Obligations(3)

 

5,728,500

 

5,728,000

 

 

 

 

Total Contractual Cash Obligations

 

$

25,781,000

 

$

23,098,500

 

$

740,000

 

$

740,000

 

$

1,202,500

 

 


(1) Operating leases include $370,000 per year in lease and common area expense payments to the shopping center adjacent to the Atlantis.

 

(2) The amount represents outstanding draws against our New Facility (see “THE CREDIT FACILITY” below) as of June 30, 2011.

 

(3) Purchase obligations represent approximately $1.1 million of commitments related to capital projects and approximately $4.6 million of materials and supplies used in the normal operation of our business.  Of the total purchase order and construction commitments, approximately $4.6 million are cancelable by us upon providing a 30-day notice.

 

(4) Because interest payments under our New Facility are subject to factors that in our judgment vary materially, the amount of future interest payments is not presently determinable.  These factors include: 1) future short-term interest rates; 2) our future leverage ratio which varies with EBITDA and our borrowing levels and 3) the speed with which we deploy capital and other spending which in turn impacts the level of future borrowings.  The interest rate under our New Facility is LIBOR, or a base rate (as defined in the New Facility agreement), plus an interest rate margin ranging from 2.00% to 3.375% depending on our leverage ratio.

 

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The interest rate is adjusted quarterly based on our leverage ratio which is calculated using operating results over the previous four quarters and borrowings at the end of the most recent quarter.  At June 30, 2011 our leverage ratio was such that pricing for borrowings was LIBOR plus 2.00%.

 

THE CREDIT FACILITY

 

Until February 20, 2004, we had a reducing revolving term loan credit facility with a consortium of banks (the “First Credit Facility”).  On February 20, 2004, the Original Credit Facility was refinanced (the “Second Credit Facility”) for $50 million. The maturity date of the Second Credit Facility was to be April 18, 2009; however, on January 20, 2009, the Second Credit Facility was amended and refinanced (the “New Facility”) for $60 million.  The New Credit Facility may be utilized by the Company for working capital needs, general corporate purposes and for ongoing capital expenditure requirements.

 

The maturity date of the New Credit Facility is January 20, 2012.  Borrowings are secured by liens on substantially all of the real and personal property of the Atlantis and are guaranteed by Monarch.

 

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 contains covenants requiring that we maintain certain financial ratios and achieve a minimum level of Earnings-Before-Interest-Taxes-Depreciation and Amortization (EBITDA) on a two-quarter rolling basis.  It also contains provisions that restrict cash transfers between Monarch and its affiliates and contains provisions requiring the achievement of certain financial ratios before we can repurchase our common stock or pay dividends. Management does not consider the covenants to restrict normal functioning of day-to-day operations.

 

As of June 30, 2011, we were required to maintain a leverage ratio, defined as consolidated debt divided by EBITDA , of no more than 2.000:1 and a fixed charge coverage ratio (EBITDA divided by fixed charges, as defined) of at least 1.25:1.  As of June 30, 2011, our leverage ratio and fixed charge coverage ratios were 0.6:1 and 19.2:1, respectively.    As of June 30, 2010, our leverage ratio and fixed charge coverage ratios were 1.3:1 and 11.3:1, respectively

 

The maximum principal available under the New Credit Facility is reduced by $2.5 million per quarter beginning on December 31, 2009.  At June 30, 2011, the maximum principal available under the New Credit Facility was $22.0 million.  We may permanently reduce the maximum principal available at any time so long as the amount of such reduction is at least $500 thousand and a multiple of $50 thousand.

 

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 may be reborrowed so long as the total borrowings outstanding do not exceed the maximum principal available

 

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 facility’s term using the straight-line method.

 

At June 30, 2011 we had $17.0 million outstanding under the New Facility.  At that time our leverage ratio was such that pricing for borrowings under the New Facility was LIBOR plus 2.000%.  At June 30, 2011 the one-month LIBOR interest rate was 0.19% .

 

At June 30, 2011, we had $17 million outstanding under the New Facility, all of which was classified as short-term debt.

 

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Short term debt represents the mandatory principal reductions over the upcoming year, based on the amount outstanding under the New Facility at June 30, 2011 compared to the maximum principal available at June 30, 2012.  Because the New Facility matures in January 2012, all of the outstanding balance at June 30, 2011 is classified as short-term debt.   We plan to amend the New Facility to extend its maturity beyond January 20, 2012.  Such an amendment will likely result in the amendment of other material provisions of the New Facility, such as the interest rate charged and other material covenants.  In the event that we are not able to come to mutually acceptable terms with the New Facility lender, we believe that the strength of our balance sheet, combined with our operating cash flow, will provide the basis for a successful refinancing of the New Facility with an alternative lender.  However, there is no assurance that we will be able to reach acceptable terms for a New Facility amendment or refinancing.  If we are unable to amend or refinance the New Facility, we may seek equity or other financing to repay the outstanding principal of the New Facility upon its maturity.

 

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, 2011 that are subject to market risk.  As of June 30, 2011 we had $17 million of outstanding debt under our New Credit Facility that was subject to credit risk.  A 1% increase in the interest rate on the balance outstanding under the New Credit Facility at June 30, 2011 would result in a change in our annual interest cost of approximately $170,000.

 

ITEM 4. 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.

 

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is 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 was 3:06-cv-00232-ECR (RAM).  The complaint sought 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; and other relief.   Monarch filed a counterclaim against Kerzner seeking to cancel Kerzner’s federal registration of the Atlantis mark for casino services and to obtain declaratory relief in its favor on issues related to Monarch’s use of the mark, as raised by Kerzner’s complaint. (Monarch also filed a concurrent action with the Trademark Trial and Appeal Board (“TTAB”) seeking cancellation of Kerzner’s federal registration.  That administrative action was stayed by the TTAB pending outcome of the district court litigation.)  Upon conclusion of discovery various motions were filed by the parties.

 

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On December 14, 2009, the court ruled on the pending motions, and identified a single remaining factual question concerning Kerzner’s alleged fame that potentially was dispositive of Kerzner’s claims.  After addressing additional procedural matters, on June 3, 2010, the court directed the parties to file the proposed joint pretrial order.   In the proposed joint pretrial order, Kerzner conceded that it could not prove the sole dispositive issue of fame and requested the court to make entry of judgment against Kerzner.  The court treated Kerzner’s request as a motion to dismiss and for entry of judgment, and on October 8, 2010 issued an order granting dismissal and entry of judgment against Kerzner.  On February 10, 2011, the court issued its final judgment against Kerzner and in favor of Monarch with respect to all claims asserted by Kerzner in the Complaint.  As to Monarch’s Counterclaims, the court granted all remaining counterclaims in favor of Monarch, including declaratory relief that: Monarch’s use of the Atlantis mark does not infringe on Kerzner’s rights; Monarch has developed valid common law rights in the Atlantis mark for casino services; Monarch owns a valid Nevada state trademark for the Atlantis mark in casino services; Monarch has the exclusive ability to use the Atlantis mark for casino services within the State of Nevada by virtue of its Nevada state registration; and Monarch has the right and ability to use and convey rights in the Atlantis name and mark in connection with casino services in Las Vegas, Nevada, and to do so does not constitute deceptive trade practices under Nevada law.  The court declined Monarch’s request for cancellation of Kerzner’s federal registration and for attorneys’ fees, but awarded costs of suit to Monarch as the prevailing party.  (The TTAB action for cancellation of Kerzner’s federal registration remains pending.)  On March 11, 2011, Kerzner filed its Notice of Appeal, appealing from the above referenced final judgment.  Monarch believes that the district court’s rulings from which Kerzner has appealed are sound, and intends to vigorously oppose Kerzner’s appeal.  Additionally, Monarch has filed a cross-appeal on the bases that the district court erred by failing to cancel Kerzner’s federal registration of the Atlantis mark for gaming, and by not awarding attorneys’ fees to Monarch.  The case number assigned in the Ninth Circuit Court of Appeal is 11-15675.

 

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

 

A description of our risk factors can be found in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010.  There were no material changes to those risk factors during the three months ended June 30, 2011.

 

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

101.INS**

 

XBRL Instance

101.SCH**

 

XBRL Taxonomy Extension Schema

101.CAL**

 

XBRL Taxonomy Extension Calculation

101.DEB**

 

XBRL Taxonomy Extension Definition

101.LAB**

 

XBRL Taxonomy Extension Labels

101.PRE**

 

XBRL Taxonomy Extension Presentation

 

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** XBRL information is furnished and not filed as a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

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 8, 2011

By:

/s/ RONALD ROWAN

 

Ronald Rowan, Chief Financial Officer

 

and Treasurer (Principal Financial

 

Officer and Duly Authorized Officer)

 

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