United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(MARK ONE)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
OR
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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)
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Nevada |
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88-0300760 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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Incorporation or Organization) |
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Identification No.) |
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3800 S. Virginia Street |
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Reno, Nevada |
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89502 |
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(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (775) 335-4600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Name of each exchange |
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Title of each class |
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on which registered |
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None |
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None |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO x
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 Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o |
Accelerated Filer x |
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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 Act). YES o NO x
The aggregate market value of voting and non-voting common equity held by nonaffiliates as of June 30, 2013, based on the closing price as reported on The Nasdaq Stock Market (SM) of $16.86 per share, was approximately $277.9 million.
As of March 5, 2014, Registrant had 16,482,768 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant’s 2014 Annual Meeting of Stockholders, which Proxy Statement shall be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report, are incorporated by reference into Part III.
STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K WHICH EXPRESS THE “BELIEF”, “ANTICIPATION”, “INTENTION”, “EXPECTATION”, OR “SCHEDULED” AS WELL AS OTHER STATEMENTS WHICH ARE NOT HISTORICAL FACT, AND STATEMENTS AS TO BUSINESS OPPORTUNITIES, MARKET CONDITIONS, COST ESTIMATIONS AND OPERATING PERFORMANCE INSOFAR AS THEY MAY APPLY PROSPECTIVELY, ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 AND INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.
Monarch Casino & Resort, Inc., through its direct and indirect wholly-owned subsidiaries, Golden Road Motor Inn, Inc. (“Golden Road”), Monarch Growth Inc. (“Monarch Growth”), Monarch Black Hawk, Inc. (“Monarch Black Hawk”), High Desert Sunshine, Inc. (“High Desert”) and Golden North, Inc. (“Golden North”), owns and operates the Atlantis Casino Resort Spa, a hotel/casino facility in Reno, Nevada (the “Atlantis”); the Monarch Casino Black Hawk in Black Hawk, Colorado (“Monarch Black Hawk”); and real estate proximate to the Atlantis and Monarch Casino Black Hawk.
Monarch’s wholly owned subsidiary Monarch Interactive, Inc. (“Monarch Interactive”) received approval from the Nevada Gaming Commission on August 23, 2012, which approval was extended three times, each for an additional six month period, with the most recent approval received on February 20, 2014, pending commencement of operations, for a license as an operator of interactive gaming. Before the license can be issued, a number of conditions must be met and before operations can commence, the Company must enter into contracts with a licensed interactive gaming service provider with an approved system. None of these conditions have occurred, and Monarch Interactive is not currently engaged in any operating activities. In Nevada, legal interactive gaming is currently limited to intrastate poker.
Our operating assets are the Atlantis and the Monarch Casino Black Hawk. Our business strategy is to maximize revenues, operating income and cash flow primarily through our casino, food and beverage operations and at the Atlantis, our hotel operations. The Monarch Casino Black Hawk does not yet have a hotel. We focus on delivering exceptional service 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 subsidiaries. Monarch was incorporated in Nevada in 1993. Our principal executive offices are located at 3800 S. Virginia Street, Reno, Nevada 89502; telephone (775) 335-4600.
Available Information
Our website address is www.monarchcasino.com. We make available on or through our internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
The Atlantis Casino Resort Spa
The Atlantis is located approximately three miles south of downtown in the generally more affluent area of Reno, Nevada. The Atlantis features approximately 61,000 square feet of casino space; 824 guest rooms and suites; eight food outlets; two espresso and pastry bars; a 30,000 square foot health spa and salon with an enclosed year-round pool; two retail outlets offering clothing and traditional gift shop merchandise; an 8,000 square-foot family entertainment center; and approximately 52,000 square feet of banquet, convention and meeting room space. The casino features approximately 1,450 slot and video poker machines; approximately 38 table games, including blackjack, craps, roulette, and others; a race and sports book; a 24-hour live keno lounge and a poker room.
Through a skywalk, Atlantis is the only hotel facility 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.
Operations at the Atlantis are conducted 24 hours a day, every day of the year. Business is seasonal in nature, with higher revenues during the summer months and lower revenues during the winter months.
Atlantis Casino. The Atlantis offers what we believe to be higher than average payout rates on slot machines relative to other northern Nevada casinos. We seek to attract high-end players through high quality amenities and services and by extension of gaming credit after a careful credit history evaluation.
Hotel and Spa. The Atlantis includes three contiguous, high-rise hotel towers with a total of 824 rooms and suites. The rooms on the top seven floors in the third tower are nearly 20% larger than the standard guest rooms and offer restricted elevator access, upscale accommodations and a private concierge service.
The Atlantis hotel rooms feature design and furnishings consistent with the highest quality in the Northern Nevada market as well as nine-foot ceilings, which create an open and spacious feel. The third hotel tower features a four-story waterfall with an adjacent year-round swimming pool in a climate controlled, five-story glass enclosure, which shares an outdoor pool deck with a seasonal outdoor swimming pool and year round whirlpool. The Salon at Atlantis is a full service salon overlooking the third floor sundeck and outdoor seasonal swimming pool and offers salon-grade products and treatments for hair, nails, skincare and body services for both men and women. Our Spa Atlantis is a high-end health spa located adjacent to the swimming areas which offers treatments and amenities unique to our market. The hotel rooms on the spa floor feature décor that is themed consistent with the spa. Certain spa treatments are also available in spa floor hotel rooms. The hotel features glass elevators that rise the full 19 and 28 stories of the respective towers providing panoramic views of the Reno area and the Sierra Nevada mountain range. In 2012, our hotel was awarded with the prestigious AAA Four Diamond rating from the American Automobile Association.
The average occupancy rate and average daily room rate at the Atlantis for the following periods were:
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Years ended December 31, |
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2013 |
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2012 |
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2011 |
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Occupancy rate |
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89.5 |
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87.2 |
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89.1 |
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Average daily room rate |
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77.78 |
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71.13 |
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74.22 |
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We continually monitor and adjust hotel room rates based upon demand and other competitive factors.
Restaurants and Dining. The Atlantis has eight restaurants, two gourmet coffee bars and one snack bar as described below:
· The 600-seat Toucan Charlie’s Buffet & Grill, which offers a wide variety of food selections, as well as specialty substations featuring made-to-order items;
· The 160-seat Atlantis Steakhouse gourmet restaurant;
· The 200-seat upscale Bistro Napa featuring a centrally located wine cellar;
· The Oyster Bar restaurant offering fresh seafood, soups and bisques made to order;
· The Sushi Bar offering a variety of fresh raw and cooked sushi specialties, including all-you-can-eat lunch and dinner selections. Combined, the Oyster Bar and Sushi Bar can accommodate up to 139 guests;
· The 178-seat 24-hour Purple Parrot coffee shop;
· The 122-seat Café Alfresco restaurant serving a full menu, pizzas prepared in a wood-fired, brick oven and a variety of gelato desserts;
· The 170-seat Manhattan Deli restaurant specializing in piled-high sandwiches, soups, salads and desserts;
· Two gourmet coffee bars, offering specialty coffee drinks, pastries and desserts made fresh daily in the Atlantis bakery; and
· A snack bar and soda fountain serving ice cream and arcade-style refreshments.
The Sky Terrace. The Sky Terrace is a unique structure with a diamond-shaped, blue glass body suspended approximately 55 feet, and spanning 160 feet across South Virginia Street, Reno’s main thoroughfare. The Sky Terrace connects the Atlantis with parking on our 16-acre site across South Virginia Street. The structure rests at each end on two 100-foot tall Grecian columns with no intermediate support pillars. The interior of the Sky Terrace houses the Oyster Bar, the Sushi Bar, a video poker bar, banks of slot machines and a lounge area.
The Monarch Black Hawk Casino
On April 26, 2012, we acquired Riviera Black Hawk, Inc., the owner of the Riviera Black Hawk in Black Hawk, Colorado which is located approximately 40 miles from Denver, Colorado. The Riviera Black Hawk, which opened in 2000, is the first casino encountered by visitors arriving from Denver, Colorado on Highway 119 and features approximately 32,000 square feet of casino space, 750 slot machines, 10 table games, a 250 seat buffet-style restaurant, a snack bar and a parking structure with approximately 500 spaces. Monarch owns a 1.5 acre land parcel contiguous to the Monarch Black Hawk Casino which is zoned for gaming and can be utilized for future expansion.
Our focus has been to maximize casino and food and beverage revenues. There is currently no hotel on the property. We have evaluated all aspects of operations and have implemented certain operational changes which we believe will enhance the guest experience while also reducing costs. We recently opened our new buffet, which was an important step in our ongoing process of redesigning and upgrading the existing Monarch Black Hawk facility. On April 10, 2013, we received zoning approval for our expansion plans, subject to certain conditions, from the Black Hawk City Council. The approved master plan, once completed, would nearly double the existing casino space and would convert the facility into a full-scale, high end, resort through the addition of a 22-story hotel tower with 507 guest rooms and suites, an upscale spa and pool facility, four restaurants, additional bars, associated support facilities and a new ten story parking structure that, together with existing parking, would provide 1,551 parking spaces. Once the detailed design and construction plans are completed, we intend to finalize the cost estimate and construction timeline for the expansion project and secure necessary financing.
Acquisition, Improvements and Additional Expansion Potential
We identify and evaluate strategic expansion and acquisition opportunities through market and detailed financial analysis. We develop overall master plans and then execute each phase of the master plan after re-evaluation of the current market conditions and comparison against other capital investment opportunities.
We have continuously invested in upgrading our facilities. Capital expenditures were $12.4 million in 2013; $10.3 million in 2012; and $5.2 million in 2011. During 2013, capital expenditures related primarily to the redesign and upgrade of the Monarch Black Hawk facility as well as acquisition of gaming equipment to upgrade and replace existing equipment. Capital expenditures in 2012 and 2011 related primarily to purchases of gaming equipment and continued renovation and other general upgrades to both facilities.
Expansion potential at our Reno site is twofold. First, we could further expand our existing hotel and casino, thereby giving us more hotel rooms. Second, we could develop the 16-acre parcel we own across the street from the Atlantis. This site is connected to the Atlantis by the Sky Terrace and is currently used for surface parking and special events related to the Atlantis. Our 16-acre parcel meets all current Reno zoning requirements in the event we decide to build another resort casino or entertainment facility. We also own additional land adjacent to our two large sites that would facilitate expansion opportunities by allowing us to relocate certain of our administrative and other non-operational personnel and offices.
As discussed in the “Monarch Black Hawk Casino” section above, we own a 1.5 acre land parcel contiguous to the Monarch Black Hawk which is zoned for gaming and can be utilized for future expansion of that facility.
Marketing Strategy
Reno/Sparks. Our marketing efforts are directed toward three broad consumer groups: leisure travelers, conventioneers and northern Nevada local residents.
The Reno/Sparks region is a major gaming and leisure destination with aggregate gaming revenues of approximately $670 million (as reported by the Nevada State Gaming Control Board for the twelve months ended December 31, 2013).
Our revenues and operating income related to the Atlantis are principally dependent on the level of gaming activity at the Atlantis casino. Our predominant marketing goal is to utilize all of the Atlantis facilities to generate additional casino play. Our secondary goal is to maximize revenues from our hotel, food and beverage, spa, convention and meeting rooms, retail and other amenities.
We believe the Atlantis’ location south of downtown Reno, near the airport, near major freeway arteries and physically connected to the Reno-Sparks Convention Center makes the facility appealing to all three groups.
Leisure Travelers: The Reno/Tahoe region is a popular gaming and vacation destination. The principal segments of Reno’s leisure traveler market are independent travelers, package tour and travel guests, guests we reach through the internet and high-end players. We attempt to maximize our gaming revenues and hotel occupancy through a balanced marketing approach that addresses each market segment.
Independent travelers make reservations directly with hotels of their choice, through independent travel agents or through the internet. We strive to attract the middle to upper-middle income strata of this consumer segment through advertising and direct marketing. This segment represents a large portion of the Atlantis’ guests.
The package tour and travel segment consists of visitors who utilize travel packages offered by wholesale operators. We market to this segment through relationships with select wholesalers, primarily to generate guest visits and supplement mid-week occupancy.
We welcome domestic and international reservations on the Atlantis’ website www.atlantiscasino.com and are featured on major package tour and travel websites.
We market to high-end players selectively through direct sales and hosts. We utilize complimentary rooms, food and beverage, special events and the extension of gaming credit to attract, and maintain patronage from, high-end players.
Conventioneers: Convention business, like package tour and travel business, supplements occupancy during lower-demand periods. Conventioneers also typically pay higher average room rates than non-conventioneers. We selectively seek convention and meeting groups that we believe will materially enhance the Atlantis’ occupancy and daily room rates, as well as those we believe will be more likely to utilize our gaming products. As the only hotel-casino physically connected to the Reno-Sparks Convention Center, the Atlantis is, in our view, uniquely positioned to capitalize on this segment. We believe the Reno-Sparks Convention Center has created, and we expect will continue to create, additional guest traffic for the Atlantis within this market segment that is presently underserved in the Reno area.
We market to all guest segments, including conventioneers, on the basis of the location, quality and ambiance of the Atlantis facility, gaming values, friendly, efficient service, and the quality and relative value of Atlantis rooms, food and beverage offerings, entertainment and promotions.
Our frequent player club, “Club Paradise,” allows our guests to be eligible to receive rewards and privileges based on the amount of their play, while allowing us to track their play patterns through a computerized system. We use this information to determine appropriate levels of complimentary awards and for guiding our direct marketing efforts. We believe that Club Paradise significantly enhances our ability to build guest loyalty and generate repeat guest visits.
Northern Nevada Residents: We market to northern Nevada residents (referred to from time to time as “Locals”) on the basis of the Atlantis’ location and accessibility; convenient surface parking; gaming values; ambiance; friendly efficient service; quality and relative value of food and beverage offerings.
Black Hawk. Our marketing efforts are directed toward patrons from the Denver metropolitan area and to Colorado mountain areas. Black Hawk is approximately 40 miles west of Denver.
Our revenues and operating income related to the Monarch Black Hawk are principally dependent on the level of gaming activity in the Black Hawk market. Our predominant marketing goal is to provide a desired mix of high quality gaming products in an attractive setting while offering superior food and beverage offerings. We have begun to redesign and upgrade the facilities to offer a full complement of amenities to satisfy all of our guests’ requirements during their visit.
Competition
Reno/Sparks. Competition in the Reno area gaming market is intense. Based on information obtained from the December 31, 2013 Gaming Revenue Report published by the Nevada State Gaming Control Board, there are approximately 14 casinos in the Reno-Sparks area which each generated more than $12.0 million in annual gaming revenues.
We believe that the Atlantis’ primary competition for leisure travelers comes from other large-scale casinos that offer amenities that appeal to middle to upper-middle income guests. We compete for leisure travelers on the basis of the desirability of our location, the quality and ambiance of the Atlantis facility, friendly, efficient service, the quality and relative value of its rooms and food and beverage offerings, entertainment offerings, promotions and gaming values. We believe that our location away from downtown Reno is appealing to first-time and more affluent guests.
We believe that the Atlantis’ primary competition for conventioneers comes from other large-scale hotel casinos in the Reno area that actively target the convention market segment, and from other cities in the western United States with large convention facilities and substantial hotel capacity, including Las Vegas. We compete for conventioneers based on the desirability of our location, the quality and ambiance of the Atlantis facility, meeting and banquet rooms designed to appeal to conventions and groups, friendly, efficient service, and the quality and relative value of its rooms and food and beverage offerings. We believe that the Atlantis’ proximity to the Reno-Sparks Convention Center, and the enclosed pedestrian skybridge that connects the Atlantis directly with the Reno-Sparks Convention Center facilities, affords us a distinct competitive advantage in attracting conventioneers.
We believe that the Atlantis’ competition for northern Nevada residents comes primarily from other large-scale casinos located outside of downtown Reno that offer amenities that appeal to middle to upper-middle income guests, and secondarily with those casinos located in downtown Reno that offer similar amenities. We compete for northern Nevada residents primarily on the basis of the desirability of our location, the quality and ambiance of the Atlantis facility, friendly, efficient service, the quality and relative value of our food and beverage offerings, entertainment offerings, promotions and gaming values. We believe the Atlantis’ proximity to residential areas in south Reno and its abundant surface parking provide us an advantage over the casinos located in downtown Reno in attracting Locals.
The Atlantis also competes for gaming guests with hotel casino operations located in other parts of Nevada, especially Las Vegas and Lake Tahoe, and with hotel casinos, Native American owned casinos and riverboat casinos located elsewhere throughout the United States and the world. Major Native American owned facilities in central and northern California have been very successful, adversely impacting many hotel casinos in Reno. We believe that the Atlantis also competes to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors and other forms of legalized gaming, particularly in northern California and the Pacific Northwest. We believe our numerous amenities, such as a wide array of restaurants, banquet facilities, spa and surface parking are key advantages in our ability to attract Locals that competitor facilities cannot easily match without significant capital expenditures.
We also believe that the legalization of additional land-based casino gaming in or near any major metropolitan area in the Atlantis’ feeder markets, such as San Francisco or Sacramento, could have a material adverse impact on our business.
The legalization of internet poker and other forms of internet gaming in additional jurisdictions throughout the United States could create further competition for the Atlantis.
Black Hawk. There is strong competition in the concentrated Black Hawk/Central City area gaming market including approximately 26 casinos which generated more than $620 million in annual gaming revenues for the twelve months ended December 31, 2013 according to the Colorado Division of Gaming.
The Black Hawk and Central City gaming market is geographically isolated. The only other non-tribal gaming market is Cripple Creek, seventy-five miles away. There are two federally recognized tribes in southwest Colorado, both with gaming facilities, more than 350 miles from Denver. There have been proposals for the development of Native American, racetrack and video lottery terminal casinos throughout the state over the years. None of the proposals has been adopted by the state’s electorate or by the legislature. Should any form of additional gaming be authorized in the Denver metropolitan area, the Black Hawk and Central City market would be adversely affected.
We believe that the Monarch Black Hawk’s primary competition for visitors comes from larger-scale casinos in the market which offer amenities that appeal to the guest’s entire vacation experience including hotel, broader dining choices as well as other amenities. We compete for patrons on the basis of the desirability of our location which is the first casino encountered when entering the area on the main thoroughfare as well as the attractive setting, friendly, efficient service, quality and relative value of its food and beverage offerings, promotions and gaming values.
Regulation and Licensing
Nevada. The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder, referred to as the Nevada Act, and various local regulations. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Reno City Council, referred to collectively as the Nevada Gaming Authorities.
The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:
· the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
· the establishment and maintenance of responsible accounting practices and procedures;
· the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
· the prevention of cheating and fraudulent practices; and
· providing a source of state and local revenues through taxation and licensing fees.
Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations.
Golden Road, our subsidiary which operates the Atlantis, is required to be licensed by the Nevada Gaming Authorities. This gaming license requires the periodic payment of fees and taxes and is not transferable. We are registered by the Nevada Gaming Commission as a publicly traded corporation, or Registered Corporation. As such, we are required periodically to submit detailed financial and operating reports to the Nevada Gaming Commission and to furnish any other information that the Nevada Gaming Commission may require. No person may become a stockholder of, or receive any percentage of profits from, Golden Road without first obtaining licenses and approvals from the Nevada Gaming Authorities. Golden Road and Monarch have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada.
The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Golden Road or Monarch in order to determine whether that individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and key employees of Golden Road must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in gaming activities of Golden Road may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensure on suitability for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. Applicants for licensing or a finding of suitability must pay all costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities. In addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities also have jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with Golden Road or us, the companies involved would have to sever all relationships with that person. In addition, the Nevada Gaming Commission may require that we terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability and questions pertaining to licensing are not subject to judicial review in Nevada.
We are required to submit detailed financial and operating reports to the Nevada Gaming Authorities. Substantially all material loans, leases, sales of securities and similar financing transactions by us must be reported to, or approved by, the Nevada Gaming Authorities.
If it were determined that we violated the Nevada Act, our gaming licenses and registrations with the Nevada Gaming Commission could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Gaming Commission. Further, the Nevada Gaming Commission could appoint a supervisor to operate our gaming properties and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of our gaming properties) could be forfeited to the State of Nevada. The limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations.
Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have his or her suitability as a beneficial holder of our voting securities determined if the Nevada Gaming Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.
The Nevada Act requires any person who acquires more than 5% of Monarch’s voting securities to report the acquisition to the Nevada Gaming Commission. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada Gaming Control Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Gaming Commission for a waiver of such finding of suitability if the institutional investor holds the voting securities for investment purposes only. If the acquisition is above 20% of the voting securities, the institutional investor may also apply for a waiver of the requirement for an approval of a change of control. An institutional investor is not deemed to hold voting securities for investment purposes unless the securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or any of our gaming affiliates, or any other action that the Nevada Gaming Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes only include:
· voting on all matters voted on by stockholders;
· making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and
· such other activities as the Nevada Gaming Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or the Chairman of the Nevada State Gaming Control Board may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:
· pay that person any dividend or interest upon voting securities;
· allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
· pay remuneration in any form to that person for services rendered or otherwise; or
· fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities for cash at fair market value.
The Nevada Gaming Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Gaming Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals if, without the prior approval of the Nevada Gaming Commission, it:
· pays to the unsuitable person any dividend, interest, or any distribution;
· recognizes any voting right by such unsuitable person in connection with such securities;
· pays the unsuitable person remuneration in any form; or
· makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
We are required to maintain a current stock ledger in Nevada, and the Nevada Gaming Authorities may examine the ledger at any time. If any securities are held in trust by an agent or a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Gaming Commission may require our stock certificates to bear a legend indicating that the securities are subject to the Nevada Act.
We may not make a public offering of our securities without the prior approval of the Nevada Gaming Commission if the securities or proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for purposes of constructing, acquiring or financing gaming facilities. Any approval, if granted, does not constitute a finding, recommendation or approval by the Nevada Gaming Authorities as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful.
Changes in our control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby that person obtains control (including foreclosure on the pledged shares), may not occur without the prior approval of the Nevada Gaming Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Gaming Authorities in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Gaming Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed or found suitable as part of the approval process relating to the transaction.
The Nevada Legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Gaming Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:
· assure the financial stability of corporate gaming operators and their affiliates;
· preserve the beneficial aspects of conducting business in the corporate form; and
· promote a neutral environment for the orderly governance of corporate affairs.
We are, in certain circumstances, required to receive approval from the Nevada Gaming Commission before we can make exceptional repurchases of voting securities above their current market price and before we can consummate a corporate acquisition opposed by management. The Nevada Act also requires prior approval of a plan of recapitalization proposed by our board of directors in response to a tender offer made directly to a Registered Corporation’s stockholders for the purposes of acquiring control of the Registered Corporation.
Licensee fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee’s respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon either:
· a percentage of the gross revenues received;
· the number of gaming devices operated; or
· the number of table games operated.
A live entertainment tax is also paid where entertainment is furnished in connection with the selling of food or refreshments. Nevada licensees that hold a license as an operator of a slot route, a manufacturer or a distributor also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, referred to as “Licensees”, and who is or proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada State Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada State Gaming Control Board of their participation in foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Gaming Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Gaming Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal unsuitability.
Colorado. As prescribed by the Colorado Limited Gaming Act of 1991 (the “Colorado Act”), the ownership and operation of limited stakes gaming facilities in Colorado are subject to the Colorado Gaming Regulations (the “Colorado Regulations”) and final authority of the Colorado Limited Gaming Control Commission (the “Colorado Commission”). The Colorado Act also created the Colorado Division of Gaming within the Colorado Department of Revenue to license, supervise and enforce the conduct of limited stakes gaming in Colorado.
The Colorado Act declares public policy on limited stakes gaming to be that: (1) the success of limited stakes gaming is dependent upon public confidence and trust that licensed limited stakes gaming is conducted honestly and competitively, the rights of the creditors of licensees are protected and gaming is free from criminal and corruptive elements; (2) public confidence and trust can be maintained only by strict regulation of all persons, locations, practices, associations and activities related to the operation of licensed gaming establishments and the manufacture or distribution of gaming devices and equipment; (3) all establishments where limited gaming is conducted and where gambling devices are operated, and all manufacturers, sellers and distributors of certain gambling devices and equipment, must therefore be licensed, controlled and assisted to protect the public health, safety, good order and the general welfare of the inhabitants of the state to foster the stability and success of limited stakes gaming and to preserve the economy, policies and free competition in Colorado; and (4) no applicant for a license or other affirmative Colorado Commission approval has any right to a license or to the granting of the approval sought. Having the authority to impose fines, the Colorado Commission has broad discretion to issue, condition, suspend for up to six months, revoke, limit or restrict at any time the following licenses: slot machine manufacturer or distributor, operator, retail gaming, support and key employee gaming licenses. With limited exceptions applicable to licensees that are publicly traded entities, no person may sell, lease, purchase, convey or acquire any interest in a retail gaming or operator license or business without the prior approval of the Colorado Commission. Any license issued or other Colorado Commission approval granted pursuant to the Colorado Act is a revocable privilege, and no holder acquires any vested rights therein.
Pursuant to an amendment to the Colorado Constitution (the “Colorado Amendment”), limited stakes gaming became lawful in the cities of Central City, Black Hawk and Cripple Creek on October 1, 1991. Currently, limited stakes gaming means a maximum single bet of $100 on slot machines and in the games of blackjack, poker, craps and roulette. Gaming is permitted to be conducted 24 hours each day.
Limited stakes gaming is confined to the commercial districts of these cities as defined by Central City on October 7, 1981, by Black Hawk on May 4, 1978, and by Cripple Creek on December 3, 1973. In addition, the Colorado Amendment restricts limited stakes gaming to structures that conform to the architectural styles and designs that were common to the areas prior to World War I and that conform to the requirements of applicable city ordinances regardless of the age of the structures. Under the Colorado Amendment, no more than 35% of the square footage of any building and no more than 50% of any one floor of any building may be used for limited stakes gaming. Persons under the age of 21 cannot participate in limited stakes gaming.
The Colorado Constitution provides for a tax on the total amount wagered less all payouts to players at graduated annual rates. The gaming tax rates in effect as of July 1, 2008 can only be increased by amendment to the Colorado Constitution by voters in a statewide election. With respect to games of poker, the tax is calculated based on the sums wagered that are retained by the licensee as compensation, which must be consistent with the minimum and maximum amounts established by the Colorado Commission. The graduated rates effective as of July 1, 2013 are:
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0.25% up to and including $2 million of the subject amounts; |
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2.0% on amounts from $2 million to $5 million; |
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9.0% on amounts from $5 million to $8 million; |
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11.0% on amounts from $8 million to $10 million; |
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16.0% on amounts from $10 million to $13 million; and |
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20.0% on amounts over $13 million. |
The City of Black Hawk also assesses two monthly device fees that are based on the number of gaming devices operated. Those consist of a $62.50 fee per device and a transportation device fee of $6.42 per device.
The Colorado Commission has enacted Rule 4.5, which imposes requirements on publicly traded corporations holding gaming licenses in Colorado and on gaming licenses owned directly or indirectly by a publicly traded corporation, whether through a subsidiary or intermediary company. The term “publicly traded corporation” includes corporations, firms, limited liability companies, trusts, partnerships and other forms of business organizations. Such requirements automatically apply to any ownership interest held by a publicly traded corporation, holding company or intermediary company thereof, where the ownership interest directly or indirectly is, or will be upon approval of the Colorado Commission, 5% or more of the entire licensee. In any event, if the Colorado Commission determines that a publicly traded corporation or a subsidiary, intermediary company or holding company has the actual ability to exercise influence over a licensee, regardless of the percentage of ownership possessed by such entity, the Colorado Commission may require the entity to comply with the disclosure regulations contained in Rule 4.5.
Under Rule 4.5, gaming licensees, affiliated companies and controlling persons commencing a public offering of voting securities must notify the Colorado Commission no later than 10 business days after the initial filing of a registration statement with the Securities and Exchange Commission. Licensed publicly traded corporations are also required to send proxy statements to the Division of Gaming within five days after their distribution. Licensees to whom Rule 4.5 applies must include in their charter documents provisions that restrict the rights of the licensees to issue voting interests or securities except in accordance with the Colorado Act and the Colorado Regulations; limit the rights of persons to transfer voting interests or securities of licensees except in accordance with the Colorado Act and the Colorado Regulations; and provide that holders of voting interests or securities of licensees found unsuitable by the Colorado Commission may, within 60 days of such finding of unsuitability, be required to sell their interests or securities back to the issuer at the lesser of the cash equivalent of the holders’ investment or the market price as of the date of the finding of unsuitability. Alternatively, the holders may, within 60 days after the finding of unsuitability, transfer the voting interests or securities to a suitable person, as determined by the Colorado Commission. Until the voting interests or securities are held by suitable persons, the issuer may not pay dividends or interest, the securities may not be voted and may not be included in the voting or securities of the issuer, and the issuer may not pay any remuneration in any form to the holders of the securities.
Pursuant to Rule 4.5, persons who acquire direct or indirect beneficial ownership of (a) 5% or more of any class of voting securities of a publicly traded corporation that is required to include in its articles of incorporation the Rule 4.5 charter language provisions; or (b) 5% or more of the beneficial interest in a gaming licensee directly or indirectly through any class of voting securities of any holding company or intermediary company of a licensee, referred to as “qualifying persons,” shall notify the Division of Gaming within 10 days of such acquisition and submit all requested information. Such persons are subject to a finding of suitability as required by the Division of Gaming or the Colorado Commission. Licensees also must notify any qualifying persons of these requirements. A qualifying person other than an institutional investor whose interest equals 10% or more must apply to the Colorado Commission for a finding of suitability within 45 days after acquiring such securities. Licensees must also notify any qualifying persons of these requirements. Whether or not notified, qualifying persons are responsible for complying with these requirements.
A qualifying person who is an institutional investor under Rule 4.5 and who, individually or in association with others, acquires, directly or indirectly, the beneficial ownership of 15% or more of any class of voting securities must apply to the Colorado Commission for a finding of suitability within 45 days after acquiring such interests.
The Colorado Regulations provide for exemption from the requirements for a finding of suitability when the Colorado Commission finds such action to be consistent with the purposes of the Colorado Act.
Pursuant to Rule 4.5, persons found unsuitable by the Colorado Commission must be removed from any position as an officer, director or employee of a licensee, or from a holding or intermediary company. Such unsuitable persons also are prohibited from any beneficial ownership of the voting securities of any such entities. Licensees, or affiliated entities of licensees, are subject to sanctions for paying dividends or distributions to persons found unsuitable by the Colorado Commission, or for recognizing voting rights of, or paying a salary or any remuneration for services to, unsuitable persons. Licensees or their affiliated entities also may be sanctioned for failing to pursue efforts to require unsuitable persons to relinquish their interest. The Colorado Commission may determine that anyone with a material relationship to, or material involvement with, a licensee or an affiliated company must apply for a finding of suitability or must apply for a key employee license.
The Colorado Regulations require that every officer, director and stockholder of private corporations or equivalent office or ownership holders for non-corporate applicants, and every officer, director or stockholder holding either a 5% or greater interest or controlling interest of a publicly traded corporation or owners of an applicant or licensee, shall be a person of good moral character and submit to a full background investigation conducted by the Division of Gaming and the Colorado Commission. The Colorado Commission may require any person having an interest in a license to undergo a full background investigation and pay the cost of investigation in the same manner as an applicant.
The sale of alcoholic beverages in gaming establishments is subject to strict licensing, control and regulation by State and local authorities. Alcoholic beverage licenses are revocable and nontransferable. State and local licensing authorities have full power to limit, condition, suspend for as long as six months or revoke any such licenses.
There are various classes of retail liquor licenses which may be issued under the Colorado Liquor Code. A gaming licensee may sell malt, vinous or spirituous liquors only by the individual drink for consumption on the premises. An application for an alcoholic beverage license in Colorado requires notice, posting and a public hearing before the local liquor licensing authority prior to approval. The Colorado Department of Revenue’s Liquor Enforcement Division must also approve the application. Monarch Black Hawk has been approved for a restaurant liquor license by both the local Black Hawk licensing authority and the State Division of Liquor Enforcement.
Employees
As of February 11, 2014, we had approximately 2,100 employees. None of our employees are covered by collective bargaining agreements. We believe that our relationship with our employees is good.
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 annual report on Form 10-K. The risks described below are not the only ones facing us; however, they do represent all material risks currently known to us. Additional risks that are presently unknown to us or that we currently deem immaterial may also impact our business.
THE RECENT RECESSION CONTINUES TO IMPACT ON OUR BUSINESS
The recent global and U.S. recession continues to adversely impact our business. Individual consumers have experienced higher delinquency rates on various consumer loans and defaults on indebtedness of all kinds have persisted. Further declines in real estate values in Reno, Denver and the U.S. or elsewhere and continuing credit and liquidity concerns could have an adverse effect on our results of operations.
OUR BUSINESS MAY BE ADVERSELY IMPACTED IF THE RENO OR DENVER METROPOLITAN ECONOMIES FURTHER DECLINE OR STAGNATE
We market to and rely upon business from the Reno and Denver metropolitan areas. Adverse changes in the business and employment conditions in Reno and Denver may adversely impact our business. There can be no guarantee that economic conditions will continue to improve or will not stagnate or worsen in our feeder markets, including Reno and Denver. Erosion in business and employment conditions in the Reno or Denver metropolitan areas could adversely impact our business.
OUR BUSINESS MAY BE ADVERSELY IMPACTED BY WEAKENED ECONOMIC CONDITIONS IN CALIFORNIA AND THE PACIFIC NORTHWEST
Because California and the Pacific Northwest are also significant markets for our leisure traveler and conventioneer guests, our business may be adversely impacted in the event of further weakened economic conditions in those geographical markets.
OUR BUSINESS IS PARTICULARLY SENSITIVE TO WEAK DISCRETIONARY CONSUMER SPENDING
Consumer demand for entertainment and other amenities at hotel-casino properties and casino properties, such as ours, are particularly sensitive to a weak economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of the recession and economic slowdown, including the housing crisis and credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for continued bank failures, perceived or actual disposable consumer income and wealth, or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer, thus imposing practical limits on pricing and negatively impacting our results of operations and financial condition.
THE GLOBAL ECONOMIC WEAKNESS IN CONSUMER SPENDING MAY HAVE AN EFFECT ON OUR BUSINESS AND FINANCIAL CONDITION IN WAYS THAT WE CURRENTLY CANNOT ACCURATELY PREDICT
The credit crisis, economic downturn and related turmoil in the global financial system have had and may continue to have an effect on our business and financial condition. We are not able to predict the duration or severity of the economic downturn. The significant distress experienced by financial institutions has had, and may continue to have, far-reaching adverse consequences across many industries, including the gaming industry. The credit and liquidity crisis has restricted the availability of capital for certain companies and has caused the cost of capital (if available) to be much higher than it has traditionally been. Accessing the capital markets in this environment could increase the costs of our projects, which could have an impact on our flexibility to react to changing economic and business conditions and our ability or willingness to fund any future expansion projects. All of these effects could have a material adverse effect on our business, financial condition and results of operations.
CERTAIN OF OUR STOCKHOLDERS OWN LARGE INTERESTS IN OUR CAPITAL STOCK AND MAY SIGNIFICANTLY INFLUENCE OUR AFFAIRS
John Farahi and Bob Farahi, officers and directors of the Company, together with their brother Ben Farahi, beneficially own approximately 42% of the Company’s outstanding shares of common stock. As such, members of the Farahi family, if voting together, have the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.
TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL
Our ability to make payments on and to refinance our indebtedness and to fund future capital expenditures and expansion efforts will depend upon our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. It is possible that our business will generate insufficient cash flows from operations, or that future borrowings will not be available to us under our bank credit facility, in amounts sufficient to enable us to pay our indebtedness as it matures and to fund our other liquidity needs. We believe that we will need to refinance all or a portion of our indebtedness at maturity, and cannot provide assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms, or at all. We may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets or obtaining additional equity or debt financing or joint venture partners. These financing strategies may not be affected on satisfactory terms, if at all.
LIMITATIONS OR RESTRICTIONS ON OUR CREDIT FACILITY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR LIQUIDITY
Any renegotiation or refinancing of our Credit Facility (as defined herein) would likely result in the amendment of material provisions of the Credit Facility, such as the interest rate charged and other material covenants. Our Credit Facility is an important component of our liquidity. Any material restriction on our ability to use our Credit Facility or the failure to obtain a new credit facility upon either the maturity of the Credit Facility or the depletion of funds remaining under the Credit Facility could adversely impact our operations and future growth options.
INTENSE COMPETITION EXISTS IN THE GAMING INDUSTRY, AND WE EXPECT COMPETITION TO CONTINUE TO INTENSIFY
The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous casinos and hotel-casinos of varying quality and size in our markets. We also compete with other non-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses, and could compete with any new forms of gaming, including internet gaming, that has been or may be legalized in the future. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. We compete directly with other casino facilities operating in the immediate and surrounding market areas in which we operate. In some markets, we face competition from nearby markets in addition to direct competition within our market areas.
As competitive pressures increase, other casinos in our markets may intensify their marketing efforts. Increased competitive pressures in the local markets could adversely impact our ability to continue to attract local residents to the Atlantis and the Monarch Black Hawk or require us to use more expensive, and therefore, less profitable promotions to compete more efficiently. Competitive pressures from internet gaming could also affect our future operations.
In recent years, with fewer new markets opening for development, competition in existing markets has intensified. We have invested in expanding the Atlantis, and have plans to renovate and expand Monarch Black Hawk. Our competitors have also invested in expanding their existing facilities and developing new facilities. This expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in our markets, and this intense competition can be expected to continue. In addition, competition may intensify if our competitors commit additional resources to aggressive pricing and promotional activities in order to attract customers.
If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around our markets, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations.
We also believe that the legalization of additional land-based casino gaming in or near any major metropolitan area in the Atlantis’ or Monarch Black Hawk’s key marketing areas could have a material adverse impact on our business.
In addition, Native American gaming facilities in some instances operate under regulatory requirements less stringent than those imposed on our properties, which could provide them a competitive advantage in our markets. Moreover, there is a possibility of competition from internet and other account wagering gaming services, which would allow their guests to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, and this could have a material adverse effect on our business, financial condition, operating results and prospects. The legalization of internet poker and other forms of internet gaming could create further competition for our operations.
OUR BUSINESS MAY BE ADVERSELY IMPACTED IF WE ARE UNABLE TO ADEQUATELY STAFF OUR OPERATIONS
From time to time, the competition for employees increases. During such times, new and growing business in the area may create job opportunities that at times have exceeded the area’s supply of qualified employees. If we are unable to attract and retain qualified employees, or if competition for employees results in materially increased wages, our ability to maintain and grow our business could be adversely impacted.
OUR BUSINESS MAY BE ADVERSELY IMPACTED BY DOMESTIC AND INTERNATIONAL EVENTS
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 have created economic and political uncertainties that could materially adversely affect our business, results of operations and financial condition in ways we cannot predict.
AN OUTBREAK OF HIGHLY INFECTIOUS DISEASE COULD ADVERSELY AFFECT THE NUMBER OF VISITORS TO OUR FACILITIES AND DISRUPT OUR OPERATIONS, RESULTING IN A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS
There have been recent fears concerning the spread of certain influenza or other diseases, as well as outbreaks on cruise ships. Potential future outbreaks of highly infectious diseases may adversely affect the number of visitors to our property and our business and prospects. Furthermore, a major outbreak might disrupt our ability to adequately staff our business and could generally disrupt our operations. If any of our guests or employees is suspected of having contracted certain highly contagious diseases, we may be required to quarantine these customers or employees or the affected areas of our facilities and temporarily suspend part or all of our operations at affected facilities. Any new outbreak of such a highly infectious disease could have a material adverse effect on our financial condition, results of operations and cash flows.
FAILURE OF THE RENO-SPARKS CONVENTION CENTER TO BOOK AND ATTRACT CONVENTION BUSINESS COULD ADVERSELY IMPACT OUR BUSINESS AT THE ATLANTIS
The Atlantis is the closest hotel-casino to the Reno-Sparks Convention Center. If the Reno-Sparks Convention Center does not succeed in booking the anticipated level of conventions, our future results of operations could be adversely impacted.
OUR BUSINESS IS SUBJECT TO RESTRICTIONS AND LIMITATIONS IMPOSED BY GAMING REGULATORY AUTHORITIES THAT COULD ADVERSELY AFFECT US
The ownership and operation of casino gaming facilities are subject to extensive state and local regulation. The State of Nevada, the State of Colorado and the applicable local authorities require various licenses, registrations, permits and approvals to be held by us and our subsidiaries. The Nevada Gaming Commission and the Colorado Commission may, among other things, limit, condition, suspend, revoke or decline to renew a license or approval to own the stock of our subsidiaries for any cause deemed reasonable by such licensing authority. If we violate gaming laws or regulations, substantial fines could be levied against us, our subsidiaries and the persons involved, and we could be forced to forfeit a portion of our assets. The suspension, revocation or non-renewal of any of our licenses or the levy on us of substantial fines or forfeiture of assets would have a material adverse effect on our business, financial condition and results of operations.
To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our current gaming activities. However, gaming licenses and related approvals are deemed to be privileges under Nevada and Colorado law. We cannot assure you that our existing licenses, permits and approvals will be maintained or extended.
OUR INSURANCE COVERAGE MAY NOT BE ADEQUATE TO COVER ALL POSSIBLE LOSSES THAT OUR PROPERTIES COULD SUFFER. IN ADDITION, OUR INSURANCE COSTS MAY INCREASE AND WE MAY NOT BE ABLE TO OBTAIN THE SAME INSURANCE COVERAGE IN THE FUTURE
Although we have general property insurance covering damage caused by a casualty loss (such as fire and natural disasters), each such policy has certain exclusions. In addition, our property insurance is in an amount that may be less than the expected replacement cost of rebuilding the applicable complex if there was a total loss. Our level of insurance coverage may not be adequate to cover all losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism, deterioration or corrosion, insect or animal damage and pollution, might not be covered at all under our policies. Therefore, certain acts could expose us to heavy, uninsured losses.
In addition, although we currently have insurance coverage for occurrences of terrorist acts and for certain losses that could result from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described above for our general property coverage. The lack of sufficient insurance for these types of acts could expose us to heavy losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks or otherwise, which could have a significant negative impact on our operations.
In addition to the damage caused to our property by a casualty loss (such as fire, natural disasters, acts of war or terrorism), we may suffer business disruption as a result of these events or be subject to claims by third parties injured or harmed. While we carry business interruption insurance and general liability insurance, this insurance may not be adequate to cover all losses in such event.
We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to reduce our policy limits or agree to certain exclusions from our coverage. Among other factors, it is possible that homeland security concerns, other catastrophic events or any change in government legislation governing insurance coverage for acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future we may elect not to, or may not be able to, obtain any coverage for losses due to acts of terrorism.
Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements, which would have a material adverse effect on our financial condition, results of operations or cash flows.
IF GAMING TAXES AND FEES ARE INCREASED, OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED
The federal government has, from time to time, considered a federal tax on casino revenues and may consider such a tax in the future. State and local authorities raise a significant amount of revenue through taxes and fees on gaming activities. From time to time, legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes or other fees. If the state and/or local governments where our properties are located were to increase gaming taxes and fees, our results of operations could be adversely affected.
IF WE LOSE OUR KEY PERSONNEL, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED
We depend on the continued performances of John Farahi and Bob Farahi, our Chief Executive Officer and our President, respectively, and their management team. If we lose the services of the Farahi brothers, or other senior Atlantis management personnel, and cannot replace such persons in a timely manner, our business could be materially adversely affected.
CLAIMS HAVE BEEN BROUGHT AGAINST US AND OUR SUBSIDIARIES IN VARIOUS LEGAL PROCEEDINGS, AND ADDITIONAL LEGAL AND TAX CLAIMS ARISE FROM TIME TO TIME
It is possible that our cash flows and results of operations could be affected by the resolution of legal and other claims. We believe that the ultimate disposition of current matters will not have a material impact on our financial condition or results of operations. Please see the further discussion under “Legal Proceedings” in Item 3 of this Form 10-K.
WE OWN FACILITIES THAT ARE LOCATED IN AREAS THAT EXPERIENCE EXTREME WEATHER CONDITIONS
Extreme weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in the affected areas. Snowstorms, other adverse weather conditions or forest or range fires may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in the affected areas. If there is a prolonged disruption at either our Atlantis or Monarch Black Hawk properties due to extreme weather conditions, natural disasters, catastrophic events or other acts of God, our results of operations and financial condition could be materially adversely affected.
While we maintain insurance coverage that may cover certain of the costs and loss of revenue that we incur as a result of some extreme weather conditions, our coverage is subject to deductibles and limits on maximum benefits. There can be no assurance that we will be able to fully collect, if at all, on any claims resulting from extreme weather conditions. If any of our properties are damaged or if their operations are disrupted as a result of extreme weather in the future, or if extreme weather adversely impacts general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, our business, financial condition and results of operations could be materially adversely affected.
WE ARE SUBJECT TO ENVIRONMENTAL LAWS AND POTENTIAL EXPOSURE TO ENVIRONMENTAL LIABILITIES
We are subject to various federal, state and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and nonhazardous substances and wastes. Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities or restrictions. As we acquire properties, we may not know the full level of exposure that we may have undertaken despite appropriate due diligence.
We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contaminated soil or groundwater on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, as well as incur liability to third parties impacted by such contamination. The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. The Monarch Black Hawk is located within an area of historic mining activity and near superfund sites that have been the subject of state and federal clean-up actions. Although the Monarch Black Hawk is not part of a superfund site, the fact that such sites are in the vicinity and that mining activities occurred throughout the area, it is possible that as a result of our ownership and operation of Monarch Black Hawk (on which mining may have occurred in the past), we may incur costs related to this matter in the future. Furthermore, there may have been soil or groundwater contamination at certain of our properties resulting from current or former operations. None of these matters or other matters arising under environmental laws has had a material adverse effect on our business, financial condition, or results of operations; however, there can be no assurance that such matters will not have such an effect in the future.
ENERGY PRICE INCREASES MAY ADVERSELY AFFECT OUR COST OF OPERATIONS AND OUR REVENUES
Our facilities use significant amounts of electricity, natural gas and other forms of energy. While no shortages of energy or fuel have been experienced to date, increases in energy and fuel prices in the United States may negatively affect our operating results. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, but this impact could be material. In addition, energy and gasoline price increases in cities that constitute a significant source of customers for our properties could result in a decline in disposable income of potential customers and a corresponding decrease in visitation and spending at our properties, which would negatively impact revenues.
CHANGES IN REGULATIONS ON LAND USE REQUIREMENTS COULD ADVERSELY IMPACT OUR BUSINESS
A change in regulations on land use requirements with regard to development of new hotel casinos in the proximity of the Atlantis and the Monarch Black Hawk could have an adverse impact on our business, results of operations, and financial condition. A relaxation in such regulations could make it easier for competitors to enter our immediate market. A tightening of such regulations could adversely impact our future expansion opportunities.
OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY HIGH-END PLAYERS’ WINNINGS
Although not the major focus of our marketing efforts, we have selectively targeted high-end players. Should one or more of these high-end players win large sums in our casino, or should a material amount of credit extended to such players not be repaid, our results of operations could be adversely impacted.
OUR COMMON STOCK PRICE MAY FLUCTUATE SUBSTANTIALLY, AND A STOCKHOLDER’S INVESTMENT COULD DECLINE IN VALUE
The market price of our common stock may fluctuate substantially due to many factors, including:
· actual or anticipated fluctuations in our results of operations;
· announcements of significant acquisitions or other agreements by us or by our competitors;
· our sale of common stock or other securities in the future;
· trading volume of our common stock;
· conditions and trends in the gaming and destination entertainment industries;
· changes in the estimation of the future size and growth of our markets; and
· general economic conditions, including, without limitation, changes in the cost of fuel and air travel.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies’ operating performance. Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, stockholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.
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.
WE FACE RISKS ASSOCIATED WITH GROWTH
In April 2012, we acquired Monarch Black Hawk. The expansion of our operations, whether through acquisitions, development or internal growth, could divert management’s attention and could also cause us to incur substantial costs, including legal, professional and consulting fees. There can be no assurance that we will be able to develop or profitably manage our additional operations or successfully integrate such operations into our existing operations without substantial costs, delays or other problems. Additionally, there can be no assurance that we will receive necessary licenses or approvals for expansion and development projects currently being contemplated.
Management of new properties, especially in new geographic areas, may require that we increase our management resources. Our ability to achieve our objectives in connection with our acquisition may be highly dependent on, among other things, our ability to retain or train capable executives. We cannot assure you that we will be able to manage the combined operations effectively or realize any of the anticipated benefits of our acquisitions. We also cannot assure you that the acquired business will generate returns consistent with our expectations.
The occurrence of some or all of the above described events could have a material adverse effect on our business, financial condition and results of operations.
OUR EXPANSION AND RENOVATION PROJECTS MAY FACE SIGNIFICANT RISKS INHERENT IN CONSTRUCTION PROJECTS
We expect to commence additional expansion and renovation projects at Monarch Black Hawk in the future.
Such projects and any other development projects we may undertake will be subject to the many risks inherent in the expansion or renovation of an existing enterprise or construction of a new enterprise, including unanticipated design, construction, regulatory, environmental and operating problems and lack of demand for our projects. Our current and future projects could also experience:
· delays and significant cost increases;
· shortages of materials;
· shortages of skilled labor or work stoppages;
· poor performance or nonperformance by any third parties on whom we place reliance;
· unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems; and
· weather interference, floods, fires or other casualty losses.
The completion dates of any of our projects could differ significantly from expectations for construction-related or other reasons.
In addition, actual costs and construction periods for any of our projects can differ significantly from initial expectations. Our initial project costs and construction periods will be based upon budgets, conceptual design documents and construction schedule estimates prepared at inception of the project in consultation with architects and contractors. Many of these costs can increase over time as the project is built to completion.
The cost of any project may vary significantly from initial budget expectations and we may have a limited amount of capital resources to fund cost overruns. If we cannot finance cost overruns on a timely basis, the completion of one or more projects may be delayed until adequate funding is available. We can provide no assurance that any project will be completed on time, if at all, or within established budgets, or that any project will result in increased earnings to us. Significant delays, cost overruns, or failures of our projects to achieve market acceptance could have a material adverse effect on our business, financial condition and results of operations.
OUR EXPANSION AND RENOVATION PROJECTS MAY FACE SIGNIFICANT RISKS INHERENT IN CONSTRUCTION PROJECTS OR IMPLEMENTING A NEW MARKETING STRATEGY, INCLUDING RECEIPT OF NECESSARY GOVERNMENT APPROVALS
Certain permits, licenses and approvals necessary for some of our anticipated projects have not yet been obtained. The scope of the approvals required for expansion or renovation projects can be extensive and may include gaming approvals, state and local land-use permits and building and zoning permits. Unexpected changes or concessions required by local, state or federal regulatory authorities could involve significant additional costs and delay the scheduled openings of the facilities. We may not obtain the necessary permits, licenses and approvals within the anticipated time frames, or at all.
In addition, although we will design our projects to minimize disruption of our existing business operations, expansion and renovation projects require, from time to time, all or portions of affected existing operations to be closed or disrupted. Any significant disruption in operations of a property could have a significant adverse effect on our business, financial conditions and results of operations.
IF WE ARE UNABLE TO FINANCE OUR EXPANSION AND RENOVATION PROJECTS, AS WELL AS OTHER CAPITAL EXPENDITURES, THROUGH CASH FLOW FROM OPERATIONS, BORROWINGS UNDER OUR CREDIT FACILITY AND ADDITIONAL FINANCINGS, OUR EXPANSION AND RENOVATION EFFORTS WILL BE JEOPARDIZED
We intend to finance our future expansion and renovation projects, as well as our other capital expenditures, primarily with cash flow from operations, borrowings under our Credit Facility, and additional debt financings. If we are unable to finance our future expansion and renovation projects, or our other capital expenditures, we will have to adopt one or more alternatives, such as reducing, delaying or abandoning planned expansion and renovation projects as well as other capital expenditures, selling assets, restructuring debt, considering obtaining equity financing or joint venture partners, or modifying our Credit Facility. These sources of funds may not be sufficient to finance our expansion, development, investment and renovation projects, and other financing may not be available on acceptable terms, in a timely manner, or at all. In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness.
In the past few years there have been significant disruptions in the global capital markets that have adversely impacted the ability of borrowers to access capital. We anticipate that these disruptions may continue for the foreseeable future. We anticipate that funding for any of our expansion projects would come from cash flows from operations and availability under our Credit Facility (to the extent that availability exists under our Credit Facility, as applicable, after we meet our working capital needs).
If availability under our Credit Facility does not exist or we are otherwise unable to make sufficient borrowings thereunder, any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. As a result, if we are unable to obtain adequate project financing in a timely manner, or at all, we may be forced to sell assets in order to raise capital for projects, limit the scope of, or defer such projects, or cancel the projects altogether. In the event that capital markets do not improve and we are unable to access capital with more favorable terms, additional equity and/or credit support may be necessary to obtain construction financing for the remaining cost of the project.
OUR ABILITY TO OPERATE INTRASTATE INTERACTIVE POKER IN NEVADA IS SUBJECT TO A NUMBER OF FACTORS
Monarch’s wholly owned subsidiary Monarch Interactive, Inc. (“Monarch Interactive”) received approval from the Nevada Gaming Commission on August 23, 2012, which approval was extended three times, each for an additional six month period, with the most recent approval received on February 20, 2014, pending commencement of operations, for a license as an operator of interactive gaming. Before the license can be issued, a number of conditions must be met and before operations can commence, the Company must enter into contracts with a licensed interactive gaming service provider with an approved system. None of these conditions have occurred, and Monarch Interactive is not currently engaged in any operating activities. In Nevada, legal interactive gaming is currently limited to intrastate poker.
Our ability to offer interactive poker in the State of Nevada is subject to, among other things, the following:
· Satisfaction of all conditions imposed by the Nevada Gaming Commission, which include, approval of, and attestation by an independent accountant, of internal controls with respect to interactive gaming, adoption of a gaming compliance plan with respect to interactive gaming, and filing with, and approval of, a plan of operations with the Nevada Gaming Control Board;
· Payment of a license fee of $500,000, to cover a two-year period, or a pro-rata amount based upon the time of payment;
· Entry into one or more contracts with licensed interactive gaming service provider(s) that will provide the necessary hardware and software systems to conduct interactive gaming;
· Nevada regulatory approval of the interactive gaming systems, which, to date, have not yet been approved; and
· Market and economic conditions that will, in the opinion of our management, justify launching interactive poker.
We are unable to provide assurances of the date of completion of all such conditions described above. We are focused initially on selecting one or more interactive service providers. If we do not commence interactive gaming operations within six months of February 20, 2014, we must seek an extension of our approval from the Nevada Gaming Commission.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There were no unresolved comments from the SEC staff at the time of filing this Form 10-K.
Our properties consist of:
Reno, Nevada Properties:
(a) An approximately 13-acre site on which the Atlantis is situated, including the hotel towers, casino, restaurant facilities and surrounding parking.
(b) An approximately 16-acre site, adjacent to the Atlantis and connected to the Atlantis by the Sky Terrace, which includes approximately 11 acres of paved parking used for customer, employee and valet parking. The remainder of the site is undeveloped. This site is compliant with all casino zoning requirements and is suitable and available for future expansion of the Atlantis facilities, parking, or complementary resort casino and/or entertainment amenities. We have not determined the ultimate use of this site.
(c) An approximately 2.6-acre site across Virginia Street from the Atlantis which is utilized as administrative offices (“the Administrative Site”) for Atlantis staff.
(d) Leased land consisting of approximately 37,400 square-feet next door to the Atlantis serving as a driveway entrance to the Atlantis. The lease term ends in 2019. For a further description of the lease terms, see Item 8, “FINANCIAL STATEMENTS, Notes to Consolidated Financial Statements, NOTE 5”.
(e) An approximate 2.3-acre site adjacent to the Administrative Site which is currently unused.
(f) An approximate 5.3-acre site with a 14,376 square foot building across Coliseum Way from the Atlantis which is currently unused.
Black Hawk, Colorado Properties:
(a) An approximate 1.6 acre site on which the Monarch Black Hawk Casino is situated including the casino and parking structure.
(b) An approximate 1.5-acre site in Black Hawk, Colorado contiguous to the Monarch Black Hawk Casino. We expect to use this site for expansion of the Black Hawk property.
Our credit facility is secured by liens on all of our real property.
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, case number 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. Upon conclusion of discovery various motions were filed by the parties. 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. On March 11, 2011, Kerzner filed its Notice of Appeal, appealing the above referenced final judgment. Monarch 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 was 11-15675. The Ninth Circuit briefing schedule was stayed while the parties explored settlement. Having reached a settlement, on February 13, 2013, the parties submitted a Stipulated Motion to Voluntarily Dismiss Appeal and Cross-Appeal and the Ninth Circuit’s Order of Dismissal pursuant to that Motion was entered February 14, 2013. In conjunction with the settlement, Monarch was acknowledged by Kerzner to own the rights in the United States for use of the name ATLANTIS in connection with casino, restaurant, bar and cocktail lounge services, and Monarch further obtained registration for the marks “Atlantis Casino” and “Atlantis Casino Spa” in the US Patent and Trademark Office in International Class 41 (U.S. Classes 100, 101 and 107) for casinos, and in International Class 43 (U.S. Classes 100 and 101) for restaurant and bar services, and cocktail lounges. Also, as an element of the settlement, under a license from Monarch, Kerzner is entitled to exclusive use of the Atlantis name for gaming in resort-type settings in the United States east of the Mississippi River. However, Monarch retains all rights for online or internet-based casino gaming services under the Atlantis name directed toward United States consumers. Kerzner retains ownership of the mark ATLANTIS for lodging services (this class of services was not a subject of the litigation) and Monarch continues to hold the exclusive license from Kerzner for lodging services under the Atlantis name in the state of Nevada. Accordingly, Monarch holds the intellectual property rights enabling it to own and/or operate an Atlantis-branded casino resort in Las Vegas, and any other Nevada location. The above-described trademark litigation with Kerzner is now concluded.
We are party to 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 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Our common stock trades on The NASDAQ Stock Market under the symbol MCRI. The following table sets forth the high and low sales prices of our common stock, as reported by the NASDAQ Stock Market, during the periods indicated.
|
|
|
2013 |
|
2012 |
| ||||||||
|
|
|
High |
|
Low |
|
High |
|
Low |
| ||||
|
First quarter |
|
$ |
11.97 |
|
$ |
8.64 |
|
$ |
11.41 |
|
$ |
9.70 |
|
|
Second quarter |
|
$ |
17.22 |
|
$ |
9.29 |
|
$ |
10.67 |
|
$ |
8.21 |
|
|
Third quarter |
|
$ |
21.00 |
|
$ |
16.35 |
|
$ |
9.30 |
|
$ |
7.05 |
|
|
Fourth quarter |
|
$ |
22.12 |
|
$ |
16.33 |
|
$ |
11.52 |
|
$ |
8.23 |
|
As of March 5, 2014, there were approximately 70 holders of record of our common stock, and approximately 2,800 beneficial stockholders.
We have never paid dividends. We presently intend to retain earnings and use free cash flow to finance our operating activities, for capital expenditures and to pay down our debt. We do not anticipate declaring cash dividends in the foreseeable future. Our bank loan agreement also contains provisions that require the achievement of certain financial ratios before we can pay or declare dividends to our stockholders. See Item 8, “FINANCIAL STATEMENTS, Notes to Consolidated Financial Statements, NOTE 6.”
For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12 - Security Ownership of Certain Beneficial Owners and Management.
STOCK PERFORMANCE GRAPH
The following chart reflects the cumulative total return (change in stock price plus reinvested dividends) of a $100 investment in the Company’s Common Stock from the five-year period from December 31, 2008 through December 31, 2013, in comparison to the Standard & Poor’s 500 Composite Stock Index and an industry peer group index. The comparisons are not intended to forecast or be indicative of possible future performance of the Company’s Common Stock.
|
|
|
Period Ending |
| ||||||||||
|
Index |
|
12/31/08 |
|
12/31/09 |
|
12/31/10 |
|
12/31/11 |
|
12/31/12 |
|
12/31/13 |
|
|
Monarch Casino & Resort, Inc. |
|
100.00 |
|
69.53 |
|
107.30 |
|
87.47 |
|
93.65 |
|
172.36 |
|
|
S&P 500 |
|
100.00 |
|
126.46 |
|
145.51 |
|
148.59 |
|
172.37 |
|
228.19 |
|
|
MCRI Peer Group 2012 Index* |
|
100.00 |
|
150.51 |
|
331.92 |
|
313.80 |
|
362.66 |
|
634.46 |
|
|
MCRI Peer Group 2013 Index** |
|
100.00 |
|
149.00 |
|
334.63 |
|
315.52 |
|
363.37 |
|
637.47 |
|
|
*MCRI Peer Group 2012 comprised of: Ameristar Casinos, Inc. (ASCA - This company is historical now); Boyd Gaming Corp (BYD); |
|
Isle of Capri Casinos, Inc. (ISLE); Las Vegas Sands Corp. (LVS); MGM Resorts International (MGM); Nevada Gold & Casinos, |
|
Inc. (UWN); Penn National Gaming, Inc. (PENN); Pinnacle Entertainment, Inc. (PNK); and Wynn Resorts, Ltd (WYNN) |
|
**MCRI Peer Group 2013 comprised of: Boyd Gaming Corp (BYD); Isle of Capri Casinos, Inc. (ISLE); Las Vegas Sands Corp. (LVS); |
|
MGM Resorts International (MGM); Nevada Gold & Casinos, Inc. (UWN); Penn National Gaming, Inc. (PENN); |
|
Pinnacle Entertainment, Inc. (PNK); and Wynn Resorts, Ltd (WYNN) |
ITEM 6. SELECTED FINANCIAL DATA
|
|
|
Years ended December 31, |
| |||||||||||||
|
|
|
(Amounts in thousands, except per share amounts) |
| |||||||||||||
|
|
|
2013 |
|
2012 |
|
2011 |
|
2010 |
|
2009 |
| |||||
|
OPERATING RESULTS |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Casino revenues(F8) |
|
$ |
149,916 |
|
$ |
128,831 |
|
$ |
92,420 |
|
$ |
95,319 |
|
$ |
91,302 |
|
|
Other revenues(F8) |
|
82,001 |
|
75,160 |
|
71,242 |
|
69,490 |
|
63,826 |
| |||||
|
Gross revenues(F8) |
|
231,917 |
|
203,991 |
|
163,662 |
|
164,809 |
|
155,128 |
| |||||
|
Promotional allowances |
|
(43,168 |
) |
(40,689 |
) |
(29,133 |
) |
(28,438 |
) |
(25,720 |
) | |||||
|
Net revenues(F8) |
|
188,749 |
|
163,302 |
|
134,529 |
|
136,371 |
|
129,408 |
| |||||
|
Income from operations |
|
30,455 |
(F1) |
15,983 |
(F2) |
9,770 |
(F3) |
14,033 |
(F4) |
9,142 |
(F5) | |||||
|
Income before income tax |
|
28,595 |
|
13,959 |
|
8,856 |
|
12,575 |
|
7,163 |
| |||||
|
Net income |
|
$ |
17,961 |
|
$ |
8,911 |
|
$ |
5,676 |
|
$ |
8,236 |
|
$ |
4,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
INCOME PER SHARE OF COMMON STOCK |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Net income per common share |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
1.10 |
|
$ |
0.55 |
|
$ |
0.35 |
|
$ |
0.51 |
|
$ |
0.30 |
|
|
Diluted |
|
$ |
1.06 |
|
$ |
0.55 |
|
$ |
0.35 |
|
$ |
0.51 |
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Weighted average number of common shares and potential common shares outstanding |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
16,302 |
|
16,140 |
|
16,138 |
|
16,131 |
|
16,123 |
| |||||
|
Diluted |
|
16,944 |
|
16,250 |
|
16,231 |
|
16,206 |
|
16,159 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
OTHER DATA |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Depreciation and amortization |
|
$ |
16,638 |
|
$ |
16,651 |
|
$ |
13,380 |
|
$ |
13,281 |
|
$ |
2,501 |
|
|
Other expense |
|
$ |
(1,860 |
) |
$ |
(2,024 |
) |
$ |
(914 |
) |
$ |
(1,458 |
) |
$ |
(1,979 |
) |
|
Capital expenditures (F6) |
|
$ |
12,400 |
|
$ |
10,329 |
|
$ |
17,392 |
|
$ |
6,815 |
|
$ |
15,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
BALANCE SHEET DATA |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total assets |
|
$ |
244,523 |
|
$ |
248,120 |
|
$ |
179,600 |
|
$ |
179,734 |
|
$ |
85,787 |
|
|
Current maturities of long-term debt |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
1,000 |
|
|
Long-term debt, less current maturities |
|
$ |
53,800 |
|
$ |
81,100 |
|
$ |
24,680 |
|
$ |
28,600 |
|
$ |
47,500 |
|
|
Stockholders’ equity (F7) |
|
$ |
163,880 |
|
$ |
140,848 |
|
$ |
130,516 |
|
$ |
122,582 |
|
$ |
112,504 |
|
Footnotes to Selected Financial Data:
(F1) 2013 includes $0.6 million benefit from the reversal of sales tax expense accrual as a result of State of Nevada Department of Taxation ruling on complimentary and employee meals.
(F2) 2012 includes $2.2 million of non-recurring acquisition expense directly related to our acquisition of the Monarch Black Hawk casino in April 2012.
(F3) 2011 includes a $3.5 million one-time, non-cash charge related to the demolition of a free standing building on a parcel near the Atlantis and $1.0 million of non-recurring acquisition expense related to our acquisition of the Monarch Black Hawk casino in April 2012.
(F4) 2010 includes a $414 thousand one-time charge related to the demolition of the Company’s 149 room motor lodge.
(F5) 2009 includes a $64 thousand gain on disposal of fixed assets and a $1.4 million one-time charge related to the implementation of a new frequent player club.
(F6) Includes amounts financed with debt or capitalized lease obligations.
(F7) We paid no dividends during the five year period ended December 31, 2013.
(F8) During the second quarter of 2013, we identified that immaterial amounts of promotional items provided to our patrons including free play and cash back awards to casino patrons were improperly recorded as selling, general and administrative expenses instead of being recorded as a direct offset to revenue. In accordance with ASC 605-50, Revenue Recognition, free play and cash vouchers should be recorded as an offset to revenues instead of being reported as an expense. Prior period amounts in this table have been adjusted to appropriately reflect these reclassifications. The reclassifications had no effect on previously reported, net income, income from operations, consolidated Adjusted EBITDA or cash flows of the Company (see NOTE 1).
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Monarch Casino & Resort, Inc., through its direct and indirect wholly-owned subsidiaries, Golden Road Motor Inn, Inc. (“Golden Road”), Monarch Growth Inc. (“Monarch Growth”), Monarch Black Hawk, Inc. (“Monarch Black Hawk”), High Desert Sunshine, Inc. (“High Desert”) and Golden North, Inc. (“Golden North”), and Golden East, Inc. (“Golden East”) owns and operates the Atlantis Casino Resort Spa, a hotel/casino facility in Reno, Nevada (the “Atlantis”); the Monarch Casino Black Hawk (formerly named Riviera Black Hawk Casino) in Black Hawk, Colorado (“Black Hawk”); and real estate proximate to the Atlantis and Monarch Casino Black Hawk.
Monarch’s wholly owned subsidiary Monarch Interactive, Inc. (“Monarch Interactive”) received approval from the Nevada Gaming Commission on August 23, 2012, which approval was extended three times, each for an additional six month period, with the most recent approval received on February 20, 2014, pending commencement of operations, for a license as an operator of interactive gaming. Before the license can be issued, a number of conditions must be met and before operations can commence, the Company must enter into contracts with a licensed interactive gaming service provider with an approved system. None of these conditions have occurred, and Monarch Interactive is not currently engaged in any operating activities. In Nevada, legal interactive gaming is currently limited to intrastate poker.
Our operating assets are the Atlantis and the Monarch Black Hawk. Our business strategy is to maximize revenues, operating income and cash flow primarily through our casino, food and beverage operations and at the Atlantis, our hotel operations. The Monarch Black Hawk does not yet have a hotel. We focus on delivering exceptional service 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 subsidiaries.
OPERATING RESULTS SUMMARY
Our operating results may be affected by, among other things, competitive factors, gaming tax increases, the commencement of new gaming operations, construction at our facilities, general public sentiment regarding travel, overall economic conditions and governmental policies affecting the disposable income of our patrons and weather conditions affecting our properties, as well as those matters discussed in “Item 1A. Risck Factors” above. In particular, our results for the year ended December 31, 2012 were impacted by non-recurring expenses in connection with the acquisition of Monarch Black Hawk, Inc. Consequently, our operating results for the year are not necessarily comparable and may not be indicative of future periods’ results.
The following significant factors and trends should be considered in analyzing our operating performance:
Atlantis: As in many other areas around the country, the northern Nevada market continues to be impacted by the economic decline which began in the fourth quarter of 2007. Since that time, aggressive marketing programs by our competitors have also posed challenges to us. While recent statistics released by the Nevada Gaming Control Board have shown growth in northern Nevada and in the Reno/Sparks gaming market for the year ended December 31, 2013 compared to the same period in 2012, we anticipate that the unstable macroeconomic climate nationally and in the northern Nevada, combined with aggressive marketing programs of our competitors, will continue to apply pressure on Atlantis revenue. Despite this, in 2013, Atlantis revenue in all categories increased compared to 2012.
Monarch Black Hawk: Since the acquisition of Monarch Black Hawk, Inc. in April 2012, our focus has been to maximize casino and food and beverage revenues. There is currently no hotel on the property. We have evaluated all aspects of operations and have implemented certain operational changes which we believe will enhance the guest experience while also reducing costs. In September 2013, we opened our new buffet, which was an important step in our ongoing process of redesigning and upgrading the existing Monarch Black Hawk facility. On April 10, 2013, we received zoning approval for our master expansion plan, subject to certain conditions, from the Black Hawk City Council. The approved master plan, once completed, would nearly double the existing casino space and would convert the facility into a full-scale, high end, resort through the addition of a 22-story hotel tower with 507 guest rooms and suites, an upscale spa and pool facility, four restaurants, additional bars, associated support facilities and a new ten story parking structure that, together with existing parking, would provide 1,551 parking spaces. Once the detailed design and construction plans are completed, we intend to finalize the cost estimate and construction timeline for the expansion project and secure necessary financing. Our decision to proceed on this project will be subject to many of the factors set forth under “Item 1A. Risk Factors”.
RESULTS OF OPERATIONS
Comparison of Operating Results for the Twelve Months Ended December 31, 2013 and 2012
For the year ended December 31, 2013, our net income totaled $18.0 million, or $1.06 per diluted share, an increase of $9.0 million, or 102%. Net revenues totaled $188.7 million for the twelve months ended December 31, 2013, an increase of $25.4 million or 15.6% over the same period in 2012. Income from operations for the twelve months ended December 31, 2013 totaled $30.5 million compared to $16.0 million for the same period in 2012 representing an increase of $14.5 million or 91%.
Atlantis Operations:
For the year ended December 31, 2013, net revenue increased to $141.2 million from $133.6 million for the same period of 2012, approximately $7.6 million or 5.7%, due to higher revenue in each revenue category and slightly lower promotional allowances (“Complimentaries”).
Casino revenue increased primarily due to higher slot revenues and higher table games revenue. Casino operating expenses as a percentage of casino revenue decreased to 41.5% as compared to 43.3% in the prior year primarily due to the revenue increase.
Food and beverage revenue increased 3.7% during the year driven by a 2.6% increase in covers served combined with a 1.0% increase in the average revenue per cover. This increase in covers served was the result of continuing improvement in the quality food offerings. Food and beverage operating expenses as a percentage of food and beverage revenue increased from 41.8% in the prior year to 42.9% for the current year due primarily to increased payroll and related expenses.
Hotel revenue increased 12.3% due to higher average daily room rate (“ADR”) of $77.78 in 2013 compared to $71.13 in 2012 and higher hotel occupancy of 89.5% during 2013 compared to 87.2% during 2012. Revenue per Available Room (“REVPAR”), calculated by dividing total room revenue (less service charges, if any) by total rooms available was $75.41 and $66.98 for the years ended December 31, 2013 and 2012, respectively. Hotel operating expenses as a percent of hotel revenues improved slightly to 27.1% in 2013 as compared to 27.3% for the comparable prior year period due to the higher revenue partially offset by higher payroll and related expenses and higher travel commission operating expenses.
Promotional allowances as a percentage of gross revenues decreased to 18.1% during 2013 from 19.1% during 2012. This decrease was primarily the result of increased revenue and modified utilization of the promotional programs.
Monarch Black Hawk Operations:
We acquired Monarch Black Hawk on April 26, 2012, and therefore, Black Hawk’s results for the year ended December 31, 2012 reflect its operations only for the period subsequent to its acquisition. As such, the results for the year ended December 31, 2013 are not comparable to 2012 which reflects only partial year results. The amounts of net revenue and operating income of Monarch Black Hawk included in the Company’s consolidated statement of income, after elimination of intercompany transactions, for the year ended December 31, 2013 and 2012 (reflecting only operations since April 26, 2012) are as follows:
Amounts in millions
|
|
|
Twelve months ended December 31, |
| ||||
|
|
|
2013 |
|
2012 |
| ||
|
Net revenue |
|
$ |
47.5 |
|
$ |
29.7 |
|
|
Income from operations |
|
$ |
11.6 |
|
$ |
6.3 |
|
Corporate and other:
Selling, general and administrative expense (“SG&A Expense”) for 2013 increased by $4.3 million, or 9.0%, compared to prior year. $3.2 million of this increase represents SG&A Expense from the Monarch Casino Black Hawk operation for the period beginning January 1, 2013 through April 26, 2013 for which the prior year reflects no expense (Monarch Black Hawk was acquired on April 26, 2012). The primary drivers of the remaining $1.1 million increase in SG&A Expense are: higher payroll and related taxes and benefits expense of $1.6 million, higher professional fees by $0.5 million, and higher utility expense by $0.1 million partially offset by a $1.1 million decrease in use tax expense on complimentary meals as a result of the State of Nevada Department of Taxation ruling, which affected the entire Nevada hotel-casino industry, that complimentary and employee meals were no longer subject to taxation.
Depreciation and amortization expense slightly decreased to $16.6 million for the year ended December 31, 2013 as compared to $16.7 million for the year ended December 31, 2012 as a result of the decrease in depreciation expense for Atlantis property due to assets from 2008 Atlantis expansion being fully depreciated by July 2013 and partially offset by the increase in depreciation expense for Black Hawk property due to the fact that 2013 represents a full year of Monarch Black Hawk depreciation and amortization expense while 2012 represents depreciation and amortization expense for the period only after the acquisition (we acquired the Riviera Black Hawk on April 26, 2012).
During 2012, we incurred $2.2 million of non-recurring acquisition expenses, comprised primarily of professional fees, directly related to the acquisition of Monarch Black Hawk. No such expenses were incurred in the current year.
During the year, the Company paid down the principal balance on its credit facility by $27.3 million, which decreased the outstanding balance of the credit facility to $53.8 million at December 31, 2013 from $81.1 million at December 31, 2012. Interest expense decreased to $1.9 million in the year 2013 from $2.0 million in the year 2012 as a result of a lower loan balance combined with lower interest rates on our credit facility driven by our lower leverage ratio. See further discussion of our credit facility in the LIQUIDITY AND CAPITAL RESOURCES section below.
Comparison of Operating Results for the Twelve Months Ended December 31, 2012 and 2011
Atlantis Operations:
For the year ended December 31, 2012, net revenue decreased slightly to $133.6 million from $134.5 million for the same period of 2011, approximately $905 thousand or 0.7% as a result of higher promotional allowances due to an increase in the amount of complimentary food, beverage and other services provided to casino patrons (“Complimentaries”) partially offset by the higher casino, food and beverage and other revenues.
The increase in casino revenue was primarily due to higher table games revenue. Casino operating expenses as a percentage of casino revenue increased slightly to 43.3% as compared to 42.6% in the prior year primarily due to the cost of the higher Complimentaries, partially offset by higher casino net revenue.
Food and beverage revenues increased 1.6% during the year driven by a 3.0% increase in the average revenue per cover partially offset by a 1.3% decrease in covers served. The increase in the average revenue per cover was the result of menu price increases in response to higher food commodity costs. These menu price increases contributed to an improvement in the food and beverage operating expenses as a percentage of food and beverage revenue from 44.8% in year 2011 to 41.8% for the year 2012.
Hotel revenue decreased 5.8% due to lower average daily room rate (“ADR”) of $71.13 in 2012 compared to $74.22 in 2011 and lower hotel occupancy of 87.2% during 2012 compared to 89.1% during 2011. Revenue per Available Room (“REVPAR”), calculated by dividing total room revenue (less service charges, if any) by total rooms available was $66.78 and $71.05 for the years ended December 31, 2012 and 2011, respectively. Hotel operating expenses as a percent of hotel revenues increased slightly to 27.3% in 2012 as compared to 27.2% for the comparable prior year period due to lower revenues.
Promotional allowances as a percentage of gross revenues increased to 19.1% during 2012 from 17.8% during 2011. 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.
Monarch Black Hawk Operations:
We acquired Monarch Black Hawk on April 26, 2012, and therefore, no information is provided for the year ended December 30, 2011. The amounts of net revenue and operating income of Monarch Black Hawk included in the Company’s consolidated statement of income, after elimination of intercompany transactions, for the year ended December 31, 2012 are as follows (in millions):
|
Net revenues |
|
$ |
29.7 |
|
|
Income from operations |
|
$ |
6.3 |
|
Corporate and Other:
Selling, general and administrative expense (“SG&A Expense”) for 2012 increased by $8.0 million over the prior year, $6.6 million of which represents SG&A Expense from the Black Hawk operation for which the prior year reflects no expense. The primary drivers of the remaining $1.4 million of increased Atlantis and Monarch Corporate SG&A Expense are: higher use tax expense of $0.7 million, higher salaries and benefits of $0.6 million and higher marketing and advertising expenses of $0.6 million, partially offset by lower utilities of $0.3 million and lower license fees of $0.2 million. The higher use tax expense is primarily the result of a ruling from the Nevada Department of Taxation that complimentary meals are subject to use tax effective February 2012. Following Nevada casino industry practice, the Company did not recognize use tax on complimentary meals in the prior year. Note that this ruling was subsequently reversed by the Nevada Department of Taxation in the second quarter of 2013.
Depreciation and amortization expense increased to $16.7 million in the year ended December 31, 2012 as compared to $13.4 million for the year ended December 31, 2011 primarily due to depreciation and amortization expense related to the addition of Monarch Black Hawk.
During 2012 and 2011, we incurred $2.2 million and $1.0 million, respectively, of non-recurring acquisition expense directly related to the acquisition of Monarch Black Hawk.
In the third quarter of 2011, the Company incurred a $3.5 million one-time, non-cash charge related to the demolition of a free standing building on a parcel it owns near the Atlantis.
Because of borrowings required to complete the Monarch Black Hawk acquisition, the balance outstanding under our Credit Facility increased from $24.7 million at December 31, 2011 to $81.1 million at December 31, 2012. As a result, interest expense increased to $2.0 million in 2012 from $914 thousand in 2011 (see “THE CREDIT FACILITY” below).
CAPITAL SPENDING AND DEVELOPMENT
We seek to continuously upgrade and maintain our facilities in order to present a fresh, high quality product to our guests. Capital expenditures during the years ended December 31, 2013 and 2012 were as follows:
|
|
|
2013 |
|
2012 |
| ||
|
Capital Expenditures: |
|
|
|
|
| ||
|
Atlantis |
|
$ |
3,813,593 |
|
$ |
3,530,254 |
|
|
Monarch Black Hawk (a) |
|
8,586,872 |
|
6,798,661 |
| ||
|
|
|
$ |
12,400,465 |
|
$ |
10,328,915 |
|
(a) We acquired Monarch Black Hawk on April 26, 2012.
During the twelve months ended December 31, 2013 and 2012, capital expenditures at both the Atlantis and Monarch Black Hawk consisted primarily of the acquisition of gaming equipment to upgrade and replace existing equipment and other general upgrades to their respective facilities. In addition in 2013 at Black Hawk, as a part of our continuing effort since the acquisition to redesign and upgrade the property, capital expenditure were made for the new buffet, remodeling of restrooms and temporary casino area to mitigate disruption as we upgrade other portions of the casino floor.
Future cash needed to finance ongoing capital expenditures and the ongoing redesign and upgrade of the Black Hawk property, is expected to be available from operating cash flow, the Credit Facility (see “THE CREDIT FACILITY” below) and, if necessary, additional borrowings.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States. Certain of our policies, including the estimated useful lives assigned to our assets, the determination of the allowance for doubtful accounts, self-insurance reserves, the calculation of income tax liabilities and the calculation of stock-based compensation, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on historical experience, terms of existing contracts, observation of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. To provide an understanding of the methodologies applied, our significant accounting policies are discussed where appropriate in this discussion and analysis and in the Notes to Consolidated Financial Statements.
The consolidated financial statements include the accounts of Monarch and its subsidiaries. Intercompany balances and transactions are eliminated.
Allowance for Doubtful Accounts
The Company extends short-term credit to its gaming customers. Such credit is non-interest bearing and is 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.
Self-insurance Reserves
We are currently self-insured up to certain stop loss amounts for Atlantis workers’ compensation and certain medical benefit costs provided to all of our employees. As required by the state of Colorado, we are fully-insured for Black Hawk workers’ compensation costs. The Company reviews self-insurance reserves at least quarterly. The reserve is determined by reviewing the actual expenditures for the previous twelve-month period and reports prepared by the third party plan administrator for any significant unpaid claims. The reserve is an amount estimated to pay both reported and unreported claims as of the balance sheet date. We believe changes in medical costs, trends in claims of our employee base, accident frequency and severity and other factors could materially affect the estimate for this reserve. Unforeseen developments in existing claims, or the possibility that our estimate of unreported claims differs materially from the actual amount of unreported claims, could result in the over or under estimation of our self-insurance reserve.
Capitalized Interest
The Company capitalizes interest costs associated with debt incurred in connection with major construction projects. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project at the Company’s average borrowing cost. Interest capitalization is ceased when the project is substantially complete. The Company did not capitalize interest during the years ended December 31, 2013, 2012 and 2011.
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. Progressive jackpot provisions are recognized in two components: 1) as wagers are made for the share of player’s wagers that are contributed to the progressive jackpot award and 2) as jackpots are won for the portion of the progressive jackpot award contributed the Company.
Promotional Allowances
Our frequent player program allows members, through the frequency of their play at the casino, to earn and accumulate points which may be redeemed for a variety of goods and services (“Complimentaries”). Points may be applied toward hotel room stays, food and beverage consumption at the food outlets, gift shop items as well as goods and services at the spa and beauty salon and for cash in our Black Hawk property. Points earned may also be applied toward off-property events such as concerts, shows and sporting events.
We recognize Complimentaries expense at the time points are earned, which occurs commensurate with casino patron play. The amount of expense recognized is based on the estimated cost of the Complimentaries expected to be redeemed.
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 of the products and services earned is reported as casino operating expense.
Income Taxes
Income taxes are recorded in accordance with the liability method pursuant to authoritative guidance. Under the asset and liability approach for financial accounting and reporting for income taxes, the following basic principles are applied in accounting for income taxes at the date of the financial statements: (a) a current liability or asset is recognized for the estimated taxes payable or refundable on taxes for the current year; (b) a deferred income tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and carryforwards; (c) the measurement of current and deferred tax liabilities and assets is based on the provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated; and (d) the measurement of deferred income taxes is reduced, if necessary, by the amount of any tax benefits that, based upon available evidence, are not expected to be realized.
Our income tax returns are subject to examination by tax authorities. We assess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. Under the accounting guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50.0% likelihood of being realized upon ultimate settlement. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods and disclosure. The liability for unrecognized tax benefits is included in current and noncurrent tax liabilities, based on when expected to be recognized, within the consolidated balance sheets at December 31, 2013 and 2012.
Stock-based Compensation
We account for stock-based compensation in accordance with authoritative guidance which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services or incurs a liability in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. It requires an entity to measure the costs of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the service period. We calculate the grant-date fair value using the Black-Scholes valuation model.
The Black-Scholes valuation model requires the input of highly subjective assumptions which include the expected term of options granted, risk-free interest rates, expected volatility, and expected rates of dividends. We estimate an expected term for each stock option grant based on the weighted-average time between grant date and exercise date and the risk-free interest rate assumption was based on U.S. Treasury rates appropriate for the expected term. We use historical data and projections to estimate expected volatility and expected employee behaviors related to option exercises and forfeitures.
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. Additionally, the carrying value of our long-term debt approximates fair value due to the variable nature of applicable interest rates and relative short-term maturity.
Goodwill
The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles-Goodwill and Other (“ASC Topic 350”). ASU No. 2011-08, Intangibles- Goodwill and Other (Topic 350): Testing Goodwill for Impairment (ASU 2011-08) gives companies the option to perform a qualitative assessment that may allow them to skip the annual two-step test as appropriate. The Company tests its goodwill for impairment annually during the fourth quarter of each year, or whenever events or circumstances make it more likely than not that impairment may have occurred. Impairment testing for goodwill is performed at the reporting unit level, and each of the Company’s casino properties is considered to be a reporting unit.
We perform qualitative analysis to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount by assessing the relevant events and circumstances. If that is the case, the company utilizes two-step testing process. In the first step, the estimated fair value of each reporting unit is compared with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its estimated fair value, then the goodwill of the reporting unit is considered to be impaired, and impairment is measured in the second step of the process. In the second step, the Company estimates the implied fair value of the reporting unit’s goodwill by allocating the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. Goodwill consists of the excess of the acquisition cost over the fair value of the net assets acquired in business combinations. As of December 31, 2013, we had goodwill totaling $25.1 million related to the purchase of Monarch Black Hawk, Inc.
Business Combinations
The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination) in a manner that is generally similar to the previous purchase method of accounting.
Under the acquisition method of accounting, we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to acquisition expense as they are incurred.
Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We apply those measurement period adjustments that we determine to be significant retrospectively to comparative information in our financial statements, including adjustments to depreciation and amortization expense.
Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense.
Finite-Lived Intangible Assets
Our finite-lived intangible assets include assets related to customer relationships acquired in our acquisition of Monarch Black Hawk. That asset is amortized over its estimated useful life using the straight-line method. We periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.
The customer relationship intangible asset represents the value associated with Monarch Black Hawk rated casino guests. The initial fair value of the customer relationship intangible asset was estimated based on the projected net cash flows associated with these casino guests. The recoverability of our customer relationship intangible asset could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, declines in customer spending which would impact the expected future cash flows associated with the rated casino guests, declines in the number of visitations which could impact the expected attrition rate of the rated casino guests, and erosion of operating margins associated with rated casino guests. Should events or changes in circumstances cause the carrying value of the customer relationship intangible asset to exceed its estimated fair value, an impairment charge in the amount of the excess would be recognized.
Fair Value Measurement
ASC 820 establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for various valuation techniques e.g. market value, income approach and cost approach. The levels of the hierarchy are described below:
· Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;
· Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
· Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The fair value measurements relating to the acquired assets of Monarch Black Hawk was determined using inputs within Level 2 and Level 3 of ASC 820’s hierarchy.
Segment Reporting
We have defined two reportable segments, based on factors such as how we manage our operations and how our chief operating decision maker views results. We define the chief operating decision maker as our Chief Executive Officer, Chief Operating Officer and our Chief Financial Officer. Our chief operating decision maker organizes and manages our business primarily on the basis of Adjusted EBITDA.
We include expenses such as corporate selling, general and administrative expense, which is not allocated to specific segments, in corporate and other expense.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2013, net cash provided by operating activities totaled $36.1 million, an increase of approximately $10.0 million, or 38.5%, compared to the same period last year. This increase was primarily the result of an increase in net income by $9.0 million, an increase in accounts payable in 2013 compared to a decrease in accounts payable in 2012 representing a net change of $1.5 million, a decrease in the provision of bad debts in 2013 by $0.2 million, all partially offset by an increase in prepaid expenses in 2013 compared to a decrease in prepaid expenses in 2012 representing a net change of $0.6 million.
Net cash used in investing activities totaled $12.4 million and $77.1 million in the years ended December 31, 2013 and December 31, 2012, respectively. Net cash used in investing activities during 2013 consisted primarily of net cash used for redesigning and upgrading the Black Hawk property and for acquisition of gaming equipment and general upgrades at the Atlantis property. In 2012 net cash used in investing activities consisted primarily of net cash paid to acquire Monarch Black Hawk and cash spent to acquire property and equipment.
Net cash used in financing activities during 2013 was $23.5 million, primarily related to payments made on our Credit facility, partially offset by the $3.4 million of proceeds from the exercise of stock options. During 2012, cash provided by financial activity was related to borrowings made to complete the acquisition of Monarch Black Hawk in April 2012, partially offset by payments made on our Credit Facility (see “THE CREDIT FACILITY” below) throughout the rest of the year.
On November 15, 2011, we amended and restated our $60 million credit facility with a new facility (the “Credit Facility”). The Credit Facility was utilized by us to finance the acquisition of Monarch Black Hawk, Inc. and may be used for working capital needs, general corporate purposes and for ongoing capital expenditure requirements. The maximum available borrowing capacity under the Credit Facility is $100 million.
The maturity date of the Credit Facility is November 15, 2016. Borrowings are secured by liens on substantially all of our real and personal property.
The Credit Facility contains customary covenants 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 contains covenants requiring that we maintain certain financial ratios and achieves a minimum level of Earnings-Before-Interest-Taxes-Depreciation and Amortization and other non-cash charges (Adjusted EBITDA) on a trailing four-quarter 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 common stock or pay dividends. Management does not consider the covenants to restrict normal functioning of day-to-day operations.
As of December 31, 2013, we were required to maintain a leverage ratio, defined as consolidated debt divided by Adjusted EBITDA, of no more than 3.0:1 and a fixed charge coverage ratio (Adjusted EBITDA divided by fixed charges, as defined) of at least 1.15:1. As of December 31, 2013, the Company’s leverage ratio was 1.1:1, and the fixed charge coverage ratio was 17.0:1.
The Credit Facility is structured to reduce the maximum principal available by $1.5 million each quarter beginning June 30, 2013. As of December 31, 2013, the maximum principal available was $95.5 million. The Company may permanently reduce the maximum principal available at any time so long as the amount of such reduction is at least $0.5 million and a multiple of $50,000. Maturities of the Company’s borrowings for each of the next three years and thereafter as of December 31, 2013 are as follows:
Amounts in millions
|
Year |
|
Maturities |
| |
|
2014 |
|
$ |
— |
|
|
2015 |
|
— |
| |
|
2016 |
|
53.8 |
| |
|
Thereafter |
|
— |
| |
|
|
|
$ |
53.8 |
|
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 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 which totaled $1.5 million upon the closing of the
Credit Facility that are being amortized over the term of the Credit Facility using the straight-line method which approximates the effective interest method.
At December 31, 2013, we had $53.8 million outstanding under the Credit Facility. At that time our leverage ratio was such that pricing for borrowings under the Credit Facility was LIBOR plus 1.5%. At December 31, 2013 the one-month LIBOR interest rate was 0.17%. The carrying value of the debt outstanding under the Credit Facility approximates fair value because the interest fluctuates with the lender’s prime rate or other market rates of interest.
We believe that our existing cash balances, cash flow from operations 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 plans over the next twelve months; 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.
COMMITMENTS AND CONTINGENCIES
Our contractual cash obligations as of December 31, 2013 and the next five years and thereafter are as follows:
Amounts in millions
|
|
|
Payments due by period (1) |
| |||||||||||||
|
|
|
Total |
|
Less |
|
1 to 3 |
|
3 to 5 |
|
Greater |
| |||||
|
Operating Leases (2) |
|
$ |
2.1 |
|
$ |
0.4 |
|
$ |
0.7 |
|
$ |
0.7 |
|
$ |
0.3 |
|
|
Purchase Obligations (3) |
|
7.2 |
|
7.2 |
|
— |
|
— |
|
— |
| |||||
|
Construction Contracts (4) |
|
14.8 |
|
12.6 |
|
2.2 |
|
— |
|
— |
| |||||
|
Borrowings Under Credit Facility (5) |
|
53.8 |
|
— |
|
53.8 |
|
— |
|
— |
| |||||
|
Total Contractual Cash Obligations |
|
$ |
77.9 |
|
$ |
20.2 |
|
$ |
56.7 |
|
$ |
0.7 |
|
$ |
0.3 |
|
(1) Because interest payments under our credit facility are subject to factors that in our judgment vary materially, the amount of future interest payments is not presently determinable. These factors include: i) future short-term interest rates; ii) our future leverage ratio which varies with EBITDA and our borrowing levels; and iii) the speed with which we deploy capital and other spending which in turn impacts the level of future borrowings. The interest rate under our credit facility is LIBOR, or a base rate (as defined in the credit facility agreement), plus an interest rate margin ranging from 1.25% to 2.50% depending on our leverage ratio. 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. Based on our leverage ratio, at December 31, 2013 pricing was LIBOR plus 1.5% and will be adjusted in subsequent quarters in accordance with our leverage ratio. At December 31, 2013, the one-month LIBOR rate was 0.17%.
(2) Operating leases include leased driveway usage and executive housing in Colorado.
(3) Purchase obligations represent approximately $2.5 million of commitments related to capital projects and approximately $4.7 million of materials and supplies used in the normal operation of our business. Of the total purchase order and construction commitments, approximately $7.2 million are cancelable by us upon providing a 30-day notice.
(4) Construction contracts obligations represent commitments related to remodel and expansion projects in Monarch Casino Black Hawk. $7.4 million of commitment relates to construction of the new garage foundation and $7.4 million of commitment relates to the remodel of the casino floor of the existing facility.
(5) The amount represents outstanding draws against the Credit Facility as of December 31, 2013.
As described above, we anticipate commencement of a substantial expansion of our Monarch Black Hawk facility starting in 2014. The total estimated costs of such expansion have not yet been finalized. For this reason, we have included above only amounts for which we have contractual commitments.
STATEMENT ON FORWARD LOOKING INFORMATION
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which are subject to change, including, but not limited to, comments relating to (i) future operating performance; (ii) economic and market conditions; (iii) plans, objectives and expectations regarding Monarch Black Hawk; (iv) integration of Monarch Black Hawk; and (v) plans, costs, financing, construction, completion and opening timelines of redesigned and expanded facilities at Monarch Black Hawk. Actual results and future events and conditions may differ materially from those described in any forward-looking statements. With respect to the Monarch Black Hawk redesign and expansion projects, important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation (i) construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; (ii) access to available and reasonable financing on a timely basis, including the ability of the Company to restructure its credit facility on acceptable terms; and (iii) the effects of local and national economic, credit and capital market conditions on the economy, in general, and on the gaming industry, in particular.
Additional information concerning potential factors that could affect all forward looking statements, including the Company’s financial results is included in the Company’s Securities and Exchange Commission filings, which are available on the Company’s website at www.monarchcasino.com.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2011, the Financial Accounting Standards Board (“FASB”) issued amendments to enhance disclosures about offsetting and related arrangements. This information will enable the users of the financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial and derivative instruments. The Company adopted this standard on January 1, 2013 which did not have a material effect on our consolidated financial statements.
In July 2013, the FASB issued an accounting standards update that amends the presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The update would require an unrecognized tax benefit, or a portion of an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward in most cases. The standard update is effective for our 2014 financial statements. We are currently evaluating the impact, if any, of adopting this statement on our consolidated financial statements.
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, the implementation of any such proposed or revised standards would have on the Company’s consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market risks and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not have any cash or cash equivalents as of December 31, 2013 subject to market risk. As of December 31, 2013 we had $53.8 million of outstanding debt under our Credit Facility that was subject to credit risk. A 1% increase in the interest rate on the balance outstanding under the Credit Facility at December 31, 2013 would result in a change in our annual interest cost of approximately $0.5 million.
The Credit Facility is structured to reduce the maximum principal available by $1.5 million each quarter beginning June 30, 2013. As of December 31, 2013, the maximum principal available was $95.5 million. The Company may permanently reduce the maximum principal available at any time so long as the amount of such reduction is at least $0.5 million and a multiple of $50,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Monarch Casino & Resort, Inc.:
We have audited Monarch Casino & Resort, Inc. and subsidiaries (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Monarch Casino & Resort, Inc. and subsidiaries’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Monarch Casino & Resort, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Monarch Casino & Resort, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013 of Monarch Casino & Resort, Inc. and subsidiaries and our report dated March 14, 2014 expressed an unqualified opinion thereon.
|
/s/ Ernst & Young LLP |
|
|
|
|
|
Las Vegas, Nevada |
|
|
March 14, 2014 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Monarch Casino & Resort, Inc.:
We have audited the accompanying consolidated balance sheets of Monarch Casino & Resort, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the index at Item 15(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Monarch Casino & Resort, Inc. and subsidiaries at December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statements schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Monarch Casino & Resort, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 14, 2014, expressed an unqualified opinion thereon.
|
/s/ Ernst & Young LLP |
|
|
|
|
|
Las Vegas, Nevada |
|
|
March 14, 2014 |
|
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
Year Ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Revenues |
|
|
|
|
|
|
| |||
|
Casino |
|
$ |
149,916,387 |
|
$ |
128,831,102 |
|
$ |
92,419,924 |
|
|
Food and beverage |
|
49,641,785 |
|
45,966,170 |
|
41,778,046 |
| |||
|
Hotel |
|
22,679,390 |
|
20,199,517 |
|
21,438,854 |
| |||
|
Other |
|
9,679,876 |
|
8,994,127 |
|
8,025,571 |
| |||
|
Gross revenues |
|
231,917,438 |
|
203,990,916 |
|
163,662,395 |
| |||
|
Less promotional allowances |
|
(43,168,088 |
) |
(40,688,498 |
) |
(29,133,016 |
) | |||
|
Net revenues |
|
188,749,350 |
|
163,302,418 |
|
134,529,379 |
| |||
|
Operating expenses |
|
|
|
|
|
|
| |||
|
Casino |
|
59,646,120 |
|
53,331,077 |
|
39,345,393 |
| |||
|
Food and beverage |
|
20,077,139 |
|
18,486,648 |
|
18,705,566 |
| |||
|
Hotel |
|
6,240,679 |
|
5,578,298 |
|
5,824,382 |
| |||
|
Other |
|
3,260,414 |
|
3,001,515 |
|
2,891,231 |
| |||
|
Selling, general and administrative |
|
52,431,832 |
|
48,115,597 |
|
40,120,279 |
| |||
|
Depreciation and amortization |
|
16,637,932 |
|
16,650,604 |
|
13,379,538 |
| |||
|
Building demolition expense |
|
— |
|
— |
|
3,519,148 |
| |||
|
Acquisition expenses |
|
— |
|
2,155,521 |
|
973,607 |
| |||
|
Total operating expenses |
|
158,294,116 |
|
147,319,260 |
|
124,759,144 |
| |||
|
Income from operations |
|
30,455,234 |
|
15,983,158 |
|
9,770,235 |
| |||
|
Other expenses |
|
|
|
|
|
|
| |||
|
Interest expense |
|
(1,860,367 |
) |
(2,023,957 |
) |
(914,308 |
) | |||
|
Total other expenses |
|
(1,860,367 |
) |
(2,023,957 |
) |
(914,308 |
) | |||
|
Income before income taxes |
|
28,594,867 |
|
13,959,201 |
|
8,855,927 |
| |||
|
Provision for income taxes |
|
(10,634,045 |
) |
(5,048,353 |
) |
(3,180,073 |
) | |||
|
Net income |
|
$ |
17,960,822 |
|
$ |
8,910,848 |
|
$ |
5,675,854 |
|
|
|
|
|
|
|
|
|
| |||
|
Earnings per share of common stock |
|
|
|
|
|
|
| |||
|
Net income |
|
|
|
|
|
|
| |||
|
Basic |
|
$ |
1.10 |
|
$ |
0.55 |
|
$ |
0.35 |
|
|
Diluted |
|
$ |
1.06 |
|
$ |
0.55 |
|
$ |
0.35 |
|
|
|
|
|
|
|
|
|
| |||
|
Weighted average number of common shares and potential common shares outstanding |
|
|
|
|
|
|
| |||
|
Basic |
|
16,301,824 |
|
16,140,078 |
|
16,138,158 |
| |||
|
Diluted |
|
16,943,925 |
|
16,250,088 |
|
16,231,325 |
| |||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
|
|
|
December 31, |
| ||||
|
|
|
2013 |
|
2012 |
| ||
|
ASSETS |
|
|
|
|
| ||
|
Current assets |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
19,329,540 |
|
$ |
19,043,213 |
|
|
Receivables, net |
|
2,628,460 |
|
2,456,883 |
| ||
|
Income taxes receivable |
|
607,771 |
|
— |
| ||
|
Inventories |
|
2,675,145 |
|
2,382,802 |
| ||
|
Prepaid expenses |
|
2,830,212 |
|
2,636,422 |
| ||
|
Deferred income taxes |
|
5,908,600 |
|
5,425,848 |
| ||
|
Total current assets |
|
33,979,728 |
|
31,945,168 |
| ||
|
Property and equipment |
|
|
|
|
| ||
|
Land |
|
28,680,347 |
|
27,914,847 |
| ||
|
Land improvements |
|
6,561,729 |
|
6,561,729 |
| ||
|
Buildings |
|
150,828,230 |
|
150,843,298 |
| ||
|
Building improvements |
|
15,896,690 |
|
11,681,100 |
| ||
|
Furniture and equipment |
|
134,424,884 |
|
132,946,374 |
| ||
|
Construction in progress |
|
4,891,372 |
|
— |
| ||
|
Leasehold improvements |
|
1,346,965 |
|
1,346,965 |
| ||
|
|
|
342,630,217 |
|
331,294,313 |
| ||
|
Less accumulated depreciation and amortization |
|
(166,992,754 |
) |
(152,868,719 |
) | ||
|
Net property and equipment |
|
175,637,463 |
|
178,425,594 |
| ||
|
Other assets |
|
|
|
|
| ||
|
Goodwill |
|
25,110,810 |
|
25,110,810 |
| ||
|
Intangible assets, net |
|
8,531,219 |
|
10,204,691 |
| ||
|
Deferred income taxes |
|
349,561 |
|
1,214,113 |
| ||
|
Other assets, net |
|
914,461 |
|
1,219,579 |
| ||
|
Total other assets |
|
34,906,051 |
|
37,749,193 |
| ||
|
Total assets |
|
$ |
244,523,242 |
|
$ |
248,119,955 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
|
Current liabilities |
|
|
|
|
| ||
|
Accounts payable |
|
$ |
8,665,570 |
|
$ |
8,061,570 |
|
|
Accrued expenses |
|
18,177,386 |
|
17,836,194 |
| ||
|
Income taxes payable |
|
— |
|
274,401 |
| ||
|
Total current liabilities |
|
26,842,956 |
|
26,172,165 |
| ||
|
Long-term debt |
|
53,800,000 |
|
81,100,000 |
| ||
|
Total liabilities |
|
80,642,956 |
|
107,272,165 |
| ||
|
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; 16,482,768 outstanding at December 31, 2013 and 16,147,324 at December 31, 2012 |
|
190,963 |
|
190,963 |
| ||
|
Additional paid-in capital |
|
30,926,126 |
|
34,363,690 |
| ||
|
Treasury stock, 2,613,532 shares at December 31, 2013 and 2,948,976 at December 31, 2012, at cost |
|
(39,796,808 |
) |
(48,306,046 |
) | ||
|
Retained earnings |
|
172,560,005 |
|
154,599,183 |
| ||
|
Total stockholders’ equity |
|
163,880,286 |
|
140,847,790 |
| ||
|
Total liabilities and stockholder’s equity |
|
$ |
244,523,242 |
|
$ |
248,119,955 |
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|
|
Common Stock |
|
Additional |
|
|
|
|
|
|
| |||||||
|
|
|
Shares |
|
|
|
Paid-in |
|
Retained |
|
Treasury |
|
|
| |||||
|
|
|
Outstanding |
|
Amount |
|
Capital |
|
Earnings |
|
Stock |
|
Total |
| |||||
|
Balance, December 31, 2010 |
|
16,138,158 |
|
$ |
190,963 |
|
$ |
31,558,693 |
|
$ |
139,373,616 |
|
$ |
(48,541,663 |
) |
$ |
122,581,609 |
|
|
Stock-based compensation expense |
|
— |
|
— |
|
1,619,652 |
|
— |
|
— |
|
1,619,652 |
| |||||
|
Accounting change for base jackpots |
|
— |
|
— |
|
— |
|
638,865 |
|
— |
|
638,865 |
| |||||
|
Net income |
|
— |
|
— |
|
— |
|
5,675,854 |
|
— |
|
5,675,854 |
| |||||
|
Balance, December 31, 2011 |
|
16,138,158 |
|
$ |
190,963 |
|
$ |
33,178,345 |
|
$ |
145,688,335 |
|
$ |
(48,541,663 |
) |
$ |
130,515,980 |
|
|
Exercise of stock options, including |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
related tax benefit |
|
9,166 |
|
— |
|
(182,623 |
) |
— |
|
235,617 |
|
52,994 |
| |||||
|
Stock-based compensation expense |
|
— |
|
— |
|
1,367,968 |
|
— |
|
— |
|
1,367,968 |
| |||||
|
Net income |
|
— |
|
— |
|
— |
|
8,910,848 |
|
— |
|
8,910,848 |
| |||||
|
Balance, December 31, 2012 |
|
16,147,324 |
|
$ |
190,963 |
|
$ |
34,363,690 |
|
$ |
154,599,183 |
|
$ |
(48,306,046 |
) |
$ |
140,847,790 |
|
|
Exercise of stock options |
|
335,444 |
|
|
|
(5,071,147 |
) |
— |
|
8,509,238 |
|
3,438,091 |
| |||||
|
Excess tax benefit from stock-based |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
compensation |
|
— |
|
— |
|
413,238 |
|
— |
|
— |
|
413,238 |
| |||||
|
Stock-based compensation expense |
|
— |
|
— |
|
1,220,345 |
|
— |
|
— |
|
1,220,345 |
| |||||
|
Net income |
|
— |
|
— |
|
— |
|
17,960,822 |
|
— |
|
17,960,822 |
| |||||
|
Balance, December 31, 2013 |
|
16,482,768 |
|
$ |
190,963 |
|
$ |
30,926,126 |
|
$ |
172,560,005 |
|
$ |
(39,796,808 |
) |
$ |
163,880,286 |
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Year Ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Cash flows from operating activities: |
|
|
|
|
|
|
| |||
|
Net income |
|
$ |
17,960,822 |
|
$ |
8,910,848 |
|
$ |
5,675,854 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
| |||
|
Depreciation and amortization |
|
16,637,932 |
|
16,650,604 |
|
13,379,538 |
| |||
|
Amortization of deferred loan costs |
|
305,118 |
|
304,471 |
|
258,863 |
| |||
|
Stock-based compensation |
|
1,220,345 |
|
1,367,967 |
|
1,619,652 |
| |||
|
Excess tax benefit from stock-based compensation |
|
(413,238 |
) |
— |
|
— |
| |||
|
(Recoveries) provision for bad debts |
|
(230,322 |
) |
(7,924 |
) |
84,798 |
| |||
|
Loss (gain) on sale of assets |
|
175,946 |
|
(5,429 |
) |
3,428,500 |
| |||
|
Deferred income taxes |
|
795,038 |
|
(240,303 |
) |
(2,377,510 |
) | |||
|
Changes in operating assets and liabilities, excluding the effect of Monarch Black Hawk acquisition: |
|
|
|
|
|
|
| |||
|
Receivables |
|
58,745 |
|
(31,112 |
) |
884,605 |
| |||
|
Inventories |
|
(292,343 |
) |
(124,693 |
) |
(281,293 |
) | |||
|
Prepaid expenses |
|
(193,790 |
) |
453,460 |
|
154,459 |
| |||
|
Accounts payable |
|
604,000 |
|
(898,473 |
) |
(1,523,100 |
) | |||
|
Accrued expenses |
|
341,192 |
|
164,302 |
|
391,059 |
| |||
|
Income taxes |
|
(882,172 |
) |
(494,239 |
) |
867,842 |
| |||
|
Net cash provided by operating activities |
|
36,087,273 |
|
26,049,479 |
|
22,563,267 |
| |||
|
Cash flows from investing activities: |
|
|
|
|
|
|
| |||
|
Proceeds from sale of assets |
|
48,190 |
|
13,600 |
|
1,500 |
| |||
|
Acquisition of property and equipment |
|
(12,400,465 |
) |
(10,328,915 |
) |
(13,591,843 |
) | |||
|
Net cash paid for the Monarch Black Hawk acquisition |
|
— |
|
(66,746,605 |
) |
— |
| |||
|
Acquisition deposit |
|
— |
|
— |
|
(3,800,000 |
) | |||
|
Net cash used in investing activities |
|
(12,352,275 |
) |
(77,061,920 |
) |
(17,390,343 |
) | |||
|
Cash flows from financing activities: |
|
|
|
|
|
|
| |||
|
Proceeds from exercise of stock options |
|
3,438,091 |
|
52,995 |
|
— |
| |||
|
Excess tax benefit from stock-based compensation |
|
413,238 |
|
— |
|
— |
| |||
|
Principal payments on long-term debt |
|
(27,300,000 |
) |
(21,340,000 |
) |
(19,100,000 |
) | |||
|
Borrowings under credit facility |
|
— |
|
77,760,000 |
|
15,180,000 |
| |||
|
Loan issuance costs |
|
— |
|
— |
|
(1,470,869 |
) | |||
|
Net cash (used in) provided by financing activities |
|
(23,448,671 |
) |
56,472,995 |
|
(5,390,869 |
) | |||
|
Net increase (decrease) in cash |
|
286,327 |
|
5,460,554 |
|
(217,945 |
) | |||
|
Cash and cash equivalents at beginning of year |
|
19,043,213 |
|
13,582,659 |
|
13,800,604 |
| |||
|
Cash and cash equivalents at end of year |
|
$ |
19,329,540 |
|
$ |
19,043,213 |
|
$ |
13,582,659 |
|
|
|
|
|
|
|
|
|
| |||
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
| |||
|
Cash paid for interest |
|
$ |
1,472,497 |
|
$ |
1,658,453 |
|
$ |
532,795 |
|
|
Cash paid for income taxes |
|
$ |
10,690,000 |
|
$ |
6,500,000 |
|
$ |
3,650,000 |
|
|
Cash paid for federal tax settlement |
|
$ |
— |
|
$ |
1,119,759 |
|
$ |
— |
|
|
Non cash transaction - reduction of jackpot liability |
|
$ |
— |
|
$ |
— |
|
$ |
638,865 |
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Monarch Casino & Resort, Inc., was incorporated in 1993 and 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 wholly owned subsidiaries, High Desert Sunshine, Inc. (“High Desert”) and Golden North, Inc. (“Golden North”), each own separate parcels of land located proximate to the Atlantis. Monarch’s wholly owned subsidiary Monarch Growth Inc. (“Monarch Growth”), formed in 2011, acquired Riviera Black Hawk, Inc., owner of the Riviera Black Hawk Casino (collectively “Monarch Black Hawk” or “Black Hawk”) on April 26, 2012. Riviera Black Hawk Casino was renamed Monarch Casino Black Hawk in October 2013. Monarch Growth also owns a parcel of land in Black Hawk, Colorado contiguous to the Monarch Black Hawk Casino. The Company has included the results of Black Hawk in its consolidated financial statements since the date of acquisition.
Monarch’s wholly owned subsidiary Monarch Interactive, Inc. (“Monarch Interactive”) was formed on January 4, 2012 and received approval from the Nevada Gaming Commission on August 23, 2012, which approval was extended three times, each for an additional six month period, pending commencement of operations, for a license as an operator of interactive gaming. Before the license can be issued, a number of conditions must be met and before operations can commence, the Company must enter into contracts with a licensed interactive gaming service provider with an approved system. None of these conditions have occurred, and Monarch Interactive is not currently engaged in any operating activities. In Nevada, legal interactive gaming is currently limited to intrastate poker.
The consolidated financial statements include the accounts of Monarch and its subsidiaries. Intercompany balances and transactions are eliminated. Reference to the number of square feet or acreage are unaudited and considered outside the scope of our independent registered public accounting firm’s audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
Unless otherwise indicated, “Monarch,” “Company,” “we,” “our” and “us” refer to Monarch Casino & Resort, Inc. and its subsidiaries.
Use of Estimates
In preparing 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 year. Actual results could differ from those estimates.
Correction of Immaterial Error and Reclassification
During the second quarter of 2013, the Company identified that immaterial amounts of promotional items provided to its patrons including free play and cash back awards to casino patrons were improperly recorded as selling, general and administrative expenses instead of being recorded as a direct offset to revenue. In accordance with ASC 605-50, Revenue Recognition, free play and cash vouchers should be recorded as an offset to revenues instead of being reported as an expense. This change also resulted in immaterial reclassifications among casino, food and beverage, hotel and other operating expense categories. The following table compares previously reported net revenues and operating expenses to as adjusted amounts, reflecting the reclassification of immaterial promotional amounts in conformity with generally accepted accounting principles:
Amount in thousands
|
|
|
Three months ended |
|
Twelve months ended |
|
Twelve months ended |
| |||||||||||||||||||||
|
|
|
Previously |
|
Correction |
|
As |
|
Previously |
|
Correction |
|
As |
|
Previously |
|
Correction |
|
As |
| |||||||||
|
Net Revenues |
|
$ |
47,644 |
|
$ |
(2,039 |
) |
$ |
45,605 |
|
$ |
170,357 |
|
$ |
(7,055 |
) |
$ |
163,302 |
|
$ |
140,632 |
|
$ |
(6,103 |
) |
$ |
134,529 |
|
|
Operating Expenses |
|
40,459 |
|
(2,039 |
) |
38,420 |
|
154,374 |
|
(7,055 |
) |
147,319 |
|
130,862 |
|
(6,103 |
) |
124,759 |
| |||||||||
The reclassifications had no effect on previously reported, net income, income from operations, consolidated Adjusted EBITDA or cash flows of the Company. Additionally, the Company reclassified approximately $1.0 million in stock-based compensation expense from the Atlantis Adjusted EBITDA segment to the Corporate and other segment for the twelve months ended December 31, 2012. This reclassification had no effect on Consolidated Adjusted EBITDA. The Company has evaluated the change in presentation on prior period financial statements taking into account the requirements of the Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). In accordance with the relevant guidance, we evaluated the materiality of the error from a qualitative and quantitative perspective. Based on such evaluation, we concluded that correcting the error did not have a material impact on any individual prior period financial statement or affect the trend of financial results. As provided by SAB 108, the portion of the immaterial error and reclassification that impacts previously reported net revenues and operating expenses for the three month ended March 31, 2013, and the annual and quarterly periods for the years ended December 31, 2012 and 2011 will not require the previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q to be amended and the correction is permitted to be made the next time we file our prior period financial statements.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, as well as investments purchased with an original maturity of 90 days or less.
Allowance for Doubtful Accounts
The Company extends short-term credit to its gaming customers. Such credit is non-interest bearing and is 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. In December 2013, the Company recorded an adjustment to its reserve for casino accounts receivable based on the results of historical collection patterns and current collection trends. For the year ended December 31, 2013, this adjustment benefitted income from operations by $0.3 million and net income by $0.2 million (or $0.01 per share on a fully diluted basis).
Casino Jackpots
The Company does not accrue a liability for base jackpots because it has the ability to avoid such payment as gaming devices can legally be removed from the gaming floor without payment of the base amount. When the Company is unable to avoid payment of a jackpot such as the incremental jackpot amounts of progressive-type slot machines, due to legal requirements, the jackpot is accrued as the obligation becomes unavoidable. This liability is accrued over the time period in which the incremental progressive jackpot amount is generated commensurate with a corresponding reduction in casino revenue.
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. Property and equipment is depreciated principally on a straight line basis over the estimated useful lives as follows:
|
Land improvements |
|
15-40 years |
|
Buildings |
|
30-40 years |
|
Building improvements |
|
5-40 years |
|
Furniture |
|
5-10 years |
|
Equipment |
|
3-20 years |
The Company evaluates property and equipment and other long-lived assets for impairment in accordance with the guidance for accounting for the impairment or disposal of long-lived assets. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs of disposal. Fair value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For assets to be held and used, the Company reviews fixed assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model or market comparables, when available. For the years ended December 31, 2013, 2012 and 2011, there were no impairment charges.
Goodwill
The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles-Goodwill and Other (“ASC Topic 350”). ASU No. 2011-08, Intangibles- Goodwill and Other (Topic 350): Testing Goodwill for Impairment (ASU 2011-08) gives companies the option to perform a qualitative assessment that may allow them to skip the annual two-step test as appropriate. The Company tests its goodwill for impairment annually during the fourth quarter of each year, or whenever events or circumstances make it more likely than not that impairment may have occurred. Impairment testing for goodwill is performed at the reporting unit level, and each of the Company’s casino properties is considered to be a reporting unit. We perform qualitative analysis to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount by assessing the relevant events and circumstances. If that is the case, the company utilizes two-step testing process. In the first step, the estimated fair value of each reporting unit is compared with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its estimated fair value, then the goodwill of the reporting unit is considered to be impaired, and impairment is measured in the second step of the process. In the second step, the Company estimates the implied fair value of the reporting unit’s goodwill by allocating the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess.
Goodwill consists of the excess of the acquisition cost over the fair value of the net assets acquired in business combinations. As of December 31, 2013, we had goodwill totaling $25.1 million related to the purchase of Black Hawk, Inc. (see NOTES 3 and 11).
Business Combinations
The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination) in a manner that is generally similar to the previous purchase method of accounting.
Under the acquisition method of accounting, we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to acquisition expense as they are incurred.
Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We apply those measurement period adjustments that we determine to be significant retrospectively to comparative information in our financial statements, including adjustments to depreciation and amortization expense.
Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense.
Finite-Lived Intangible Assets
The Company’s finite-lived intangible assets include assets related to its customer relationships which are amortized over its estimated useful life using the straight-line method. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.
The customer relationship intangible asset represents the value associated with Monarch Black Hawk Casino’s rated casino guests. The initial fair value of the customer relationship intangible asset was estimated based on the projected net cash flows associated with these casino guests. The recoverability of the Company’s customer relationship intangible asset could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, declines in customer spending which would impact the expected future cash flows associated with the rated casino guests, declines in the number of visitations which could impact the expected attrition rate of the rated casino guests, and erosion of operating margins associated with rated casino guests. Should events or changes in circumstances cause the carrying value of the customer relationship intangible asset to exceed its estimated fair value, an impairment charge in the amount of the excess would be recognized. As of December 31, 2013, the customer relationships net intangible asset balance was $8.5 million. The trade name, related to the Riviera Black Hawk name was fully amortized by October 2013 when Riviera Black Hawk was renamed Monarch Casino Black Hawk.
Fair Value Measurement
ASC 820 establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for various valuation techniques e.g. market value, income approach and cost approach. The levels of the hierarchy are described below:
· Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;
· Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
· Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The fair value measurements relating to the acquired assets of Monarch Black Hawk Casino was determined using inputs within Level 2 and Level 3 of ASC 820’s hierarchy.
Segment Reporting
We have defined two reportable segments based on factors such as how we manage our operations and how our chief operating decision maker views results. We define the chief operating decision maker as our Chief Executive Officer, Chief Operating Officer and our Chief Financial Officer. Our chief operating decision maker organizes and manages our business primarily on the basis of Adjusted EBITDA (see NOTE 12).
We include expenses such as corporate selling, general and administrative expense, which is not allocated to specific segments, in corporate and other expense.
Self-insurance Reserves
We are currently self-insured up to certain stop loss amounts for Atlantis workers’ compensation and certain medical benefit costs provided to all of our employees. As required by the state of Colorado, we are fully-insured for Black Hawk workers’ compensation costs. The Company reviews self-insurance reserves at least quarterly. The reserve is determined by reviewing the actual expenditures for the previous twelve-month period and reports prepared by the third party plan administrator for any significant unpaid claims. The reserve is an amount estimated to pay both reported and unreported claims as of the balance sheet date, which management believes is adequate.
Capitalized Interest
The Company capitalizes interest costs associated with debt incurred in connection with major construction projects. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project at the Company’s average borrowing cost. Interest capitalization is ceased when the project is substantially complete. The Company did not capitalize interest during the years ended December 31, 2013, 2012 and 2011.
Casino Revenues
Casino revenues represent the net win from gaming activity, which is the difference between wins and losses. Additionally, net win is reduced by a provision for anticipated payouts on slot participation fees, progressive jackpots and any pre-arranged marker discounts.
Promotional Allowances
The Company’s frequent player program allows members, through the frequency of their play at the Company’s casino, to earn and accumulate points which may be redeemed for a variety of goods and services. Points may be applied toward room stays at the hotel, food and beverage consumption at the food outlets, gift shop items as well as goods and services at the spa and beauty salon and for cash at our Black Hawk property. Points earned may also be applied toward off-property events such as concerts, shows and sporting events.
The retail value of hotel, food and beverage services provided to customers without charge is included in gross revenue and deducted as promotional allowances. The estimated departmental costs of providing such promotional allowances are included in casino operating expenses and are as follows:
|
|
|
Years ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Food and beverage |
|
$ |
21,712,938 |
|
$ |
20,464,456 |
|
$ |
16,244,303 |
|
|
Hotel |
|
2,622,010 |
|
2,850,105 |
|
2,328,566 |
| |||
|
Other |
|
1,777,333 |
|
1,856,992 |
|
1,696,485 |
| |||
|
|
|
$ |
26,112,281 |
|
$ |
25,171,553 |
|
$ |
20,269,354 |
|
Advertising Costs
All advertising costs are expensed as incurred. Advertising expense, which is included in selling, general and administrative expense, was $5,200,634, $4,675,771 and $4,083,700 for the years ended December 31, 2013, 2012 and 2011, respectively.
Income Taxes
Income taxes are recorded in accordance with the liability method pursuant to authoritative guidance. Under the asset and liability approach for financial accounting and reporting for income taxes, the following basic principles are applied in accounting for income taxes at the date of the financial statements: (a) a current liability or asset is recognized for the estimated taxes payable or refundable on taxes for the current year; (b) a deferred income tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and carryforwards; (c) the measurement of current and deferred tax liabilities and assets is based on the provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated; and (d) the measurement of deferred income taxes is reduced, if necessary, by the amount of any tax benefits that, based upon available evidence, are not expected to be realized.
Under the accounting guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50.0% likelihood of being realized upon ultimate settlement. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods and disclosure. The liability for unrecognized tax benefits is included in current and noncurrent tax liabilities, based on when expected to be recognized, within the consolidated balance sheets at December 31, 2013 and 2012.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with the authoritative guidance requiring that compensation cost relating to stock-based payment transactions be recognized in the Company’s consolidated statements of income. The cost is measured at the grant date, based on the calculated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company’s stock on the grant date for restricted stock awards. The cost is recognized as an expense over the employee’s requisite service period (the vesting period of the equity award). The Company’s stock-based employee compensation plan is more fully discussed in (see NOTE 9).
Earnings Per Share
Basic earnings per share are 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
|
|
|
Years ended December 31, |
| |||||||||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||||||||
|
|
|
Shares |
|
Per Share |
|
Shares |
|
Per Share |
|
Shares |
|
Per Share |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Basic |
|
16,302 |
|
$ |
1.10 |
|
16,140 |
|
$ |
0.55 |
|
16,138 |
|
$ |
0.35 |
|
|
Effect of dilutive stock options |
|
642 |
|
(0.04 |
) |
110 |
|
— |
|
93 |
|
— |
| |||
|
Diluted |
|
16,944 |
|
$ |
1.06 |
|
16,250 |
|
$ |
0.55 |
|
16,231 |
|
$ |
0.35 |
|
The following options were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares and their inclusion would be antidilutive:
|
|
|
Years ended December 31, |
| ||||
|
|
|
2013 |
|
2012 |
|
2011 |
|
|
Options to purchase shares of common stock (in thousands) |
|
418,071 |
|
1,518 |
|
1,720 |
|
|
Exercise prices |
|
$21.65-$29.00 |
|
$11.00-$29.00 |
|
$10.43-$29.00 |
|
|
Expiration dates (month/year) |
|
05/16-10/23 |
|
10/14-2/22 |
|
10/14-12/21 |
|
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, account receivables, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. Additionally, the carrying value of our long-term debt approximates fair value due to the variable nature of applicable interest rates and relative short-term maturity.
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 surplus cash in bank 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. Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company’s receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. Historically, the Company has not incurred any significant credit-related losses.
Certain Risks and Uncertainties
The Company’s operations are dependent on its continued licensing by the Nevada and Colorado gaming regulatory bodies. The loss of a license could have a material adverse effect on future results of operations.
The Company is dependent on the northern Nevada and Denver, Colorado markets for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded, the Company’s results of operations could be adversely affected.
The Company is dependent on the U.S. economy in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations.
The Company is dependent upon a stable gaming and admission tax structure in the locations in which it operates. Any change in the tax structure could have a material adverse effect on future results of operations.
Impact of Recently Issued Accounting Standards
In December 2011, the Financial Accounting Standards Board (“FASB”) issued amendments to enhance disclosures about offsetting and related arrangements. This information will enable the users of the financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial and derivative instruments. The Company adopted this standard on January 1, 2013 which did not have a material effect on our consolidated financial statements.
In July 2013, the FASB issued an accounting standards update that amends the presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The update would require an unrecognized tax benefit, or a portion of an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward in most cases. The standard update is effective for our 2014 financial statements. We are currently evaluating the impact, if any, of adopting this statement on our consolidated financial statements.
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, the implementation of any such proposed or revised standards would have on the Company’s consolidated financial statements.
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
|
|
|
December 31, |
| ||||
|
|
|
2013 |
|
2012 |
| ||
|
Casino |
|
$ |
2,205,596 |
|
$ |
2,221,970 |
|
|
Hotel |
|
434,821 |
|
563,651 |
| ||
|
Other |
|
359,034 |
|
399,984 |
| ||
|
|
|
2,999,451 |
|
3,185,605 |
| ||
|
Less allowance for doubtful accounts |
|
(370,991 |
) |
(728,722 |
) | ||
|
|
|
$ |
2,628,460 |
|
$ |
2,456,883 |
|
The Company recorded bad debt expense of $0, $0 and $84,798 in 2013, 2012 and 2011, respectively. The Company calculates an allowance for doubtful accounts by applying a percentage, estimated by management based on historical aging experience, to the accounts receivable balance.
NOTE 3. GOODWILL AND INTANGIBLE ASSETS
Goodwill of $25.1 million at December 31, 2013 represents the excess of total acquisition costs over the fair market value of net assets acquired and liabilities assumed in a business combination. To assist in the Company’s determination of the purchase price allocation for the Monarch Black Hawk Casino, the Company engaged a third-party valuation firm regarding the assets acquired and liabilities assumed in its acquisition (see NOTE 11).
Intangible assets consist of the following at December 31, (in thousands except years):
|
|
|
2013 |
|
2012 |
| ||
|
Customer list |
|
$ |
10,490 |
|
$ |
10,490 |
|
|
Trade name |
|
1,590 |
|
1,590 |
| ||
|
Total Intangible assets |
|
12,080 |
|
12,080 |
| ||
|
Less accumulated amortization: |
|
|
|
|
| ||
|
Customer list |
|
(1,959 |
) |
(828 |
) | ||
|
Trade name |
|
(1,590 |
) |
(1,047 |
) | ||
|
Total accumulated amortization |
|
(3,549 |
) |
(1,875 |
) | ||
|
Intangible assets, net |
|
$ |
8,531 |
|
$ |
10,205 |
|
|
Weighted-average life in years |
|
7.3 |
|
8.4 |
| ||
Amortization expense of $1.7 million and $1.9 million was recognized for the years ended December 31, 2013 and 2012, respectively. Estimated amortization expense for the years ending December 31, 2014 through 2018 and thereafter is as follows:
|
(amounts in thousands) |
| |||
|
|
| |||
|
2014 |
|
$ |
1,165 |
|
|
2015 |
|
1,165 |
| |
|
2016 |
|
1,165 |
| |
|
2017 |
|
1,165 |
| |
|
2018 |
|
1,165 |
| |
|
Thereafter |
|
2,706 |
| |
|
Total |
|
$ |
8,531 |
|
In connection with business combination accounting, the Company recognized $1.6 million in a trade name related to the Riviera name. The trade name intangible asset was fully amortized by October 2013 at which time the Company renamed Riviera Black Hawk Casino to Monarch Casino Black Hawk. Customer lists were valued at $10.5 million, representing the value associated with the future potential customer revenue production and are being amortized on a straight-line basis over nine years.
Intangible assets were valued using the income approach. The Multi-Period Excess Earning Method (“MPEEM”) was used to value the customer list by capitalizing the future cash flows attributable to the customers based upon their expected future mortality dispersion function. The expected revenue from the existing client was estimated by applying a 24.0% attrition rate. To calculate excess earnings attributable to the customer list, the required return on other contributory assets such as tangible assets and identified intangible assets were deducted to estimate income associated with the customer list. The future excess earnings were discounted to the present value by a risk-adjusted discount rate of 12.0%, in order to determine the fair value of the customer list.
The Relief-from-Royalty Method was used to determine the fair value of the trade name. Considering comparable companies and the Company’s operation, a 1.0% royalty rate was applied in order to calculate the expected revenue attributable to the trade name. The future cash flows were discounted to the present value by a risk-adjusted discount rate of 11.0% in order to determine the fair value of the trade name.
All goodwill and intangible assets relate to our Black Hawk reporting segment. Upon completion of the preliminary purchase price allocation for the Company’s acquisition of Black Hawk, the Company decreased goodwill by $1.4 million related primarily to modification to the value of certain deferred tax assets in 2012. No changes were made to the carrying amount of goodwill during 2013. The allocation of the purchase price of Black Hawk is described in NOTE 11 and our reportable segments are described in NOTE 12.
NOTE 4. ACCRUED EXPENSES
Accrued expenses consist of the following:
|
|
|
December 31, |
| ||||
|
|
|
2013 |
|
2012 |
| ||
|
Accrued salaries, wages and related benefits |
|
$ |
6,095,989 |
|
$ |
5,248,422 |
|
|
Progressive slot machine and other gaming accruals |
|
6,412,816 |
|
6,313,125 |
| ||
|
Accrued gaming taxes |
|
2,046,143 |
|
2,150,116 |
| ||
|
Accrued interest |
|
56,630 |
|
9,355 |
| ||
|
Other accrued liabilities |
|
3,565,808 |
|
4,115,176 |
| ||
|
|
|
$ |
18,177,386 |
|
$ |
17,836,194 |
|
NOTE 5. LEASE COMMITMENTS
The Atlantis shares a driveway access with the Shopping Center adjacent to the Atlantis which is controlled by an entity whose owners include our controlling stockholders. We also leased an approximately 37,000 square-foot section of the Shopping Center for a minimum lease term of 15 years at an annual rent of $340,000, subject to increase upon renewal after each five year period 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 individual 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 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 of which $1.35 million was paid by the Company. The cost of the driveway is being depreciated over the initial 15-year lease term; some components of the driveway are being depreciated over a shorter period of time.
The Company accounts for its rental expense using the straight-line method over the original lease term. Rental increases based on the change in the CPI are contingent and accounted for prospectively.
Following is a summary of future minimum payments under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2013:
|
|
|
Operating |
| |
|
Year ending December 31, |
|
|
| |
|
2014 |
|
$ |
377,000 |
|
|
2015 |
|
370,000 |
| |
|
2016 |
|
370,000 |
| |
|
2017 |
|
370,000 |
| |
|
2018 |
|
370,000 |
| |
|
Thereafter |
|
277,500 |
| |
|
Total minimum lease payments |
|
$ |
2,134,500 |
|
Rental expense for operating leases amounted to $907,100, $857,400 and $730,400 in 2013, 2012 and 2011, respectively, as reported in selling, general and administrative expenses in the consolidated statements of income.
NOTE 6. LONG-TERM DEBT
On November 15, 2011, we amended and restated our $60.0 million credit facility with a new facility (the “Credit Facility”). We utilized the Credit Facility to finance the acquisition of Black Hawk and the Credit Facility is available to be used for working capital needs, general corporate purposes and for ongoing capital expenditure requirements.
The maturity date of the Credit Facility is November 15, 2016. Borrowings are secured by liens on substantially all of the Company’s real and personal property.
The Credit Facility contains customary covenants for a facility of this nature, including, but not limited to, covenants requiring the preservation and maintenance of the Company’s assets and covenants restricting our ability to merge, transfer ownership of Monarch, incur additional indebtedness, encumber assets and make certain investments. The Credit Facility contains covenants requiring that the Company maintain certain financial ratios and achieves a minimum level of Earnings-Before-Interest-Taxes-Depreciation and Amortization and other non-cash charges (Adjusted EBITDA) on a trailing four-quarter 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 common stock or pay dividends. Management does not consider the covenants to restrict normal functioning of day-to-day operations.
In addition to other customary covenants for a facility of this nature, as of December 31, 2013, we are required to maintain a leverage ratio, defined as consolidated debt divided by EBITDA, of no more than 3.0:1 and a fixed charge coverage ratio (EBITDA divided by fixed charges, as defined) of at least 1.15:1. As of December 31, 2013, the Company’s leverage ratio and fixed charge coverage ratios were 1.1:1 and 17.0:1, respectively.
The Credit Facility is structured to reduce the maximum principal available by $1.5 million each quarter beginning June 30, 2013. As of December 31, 2013, the maximum principal available was $95.5 million. We may permanently reduce the maximum principal available at any time so long as the amount of such reduction is at least $0.5 million and a multiple of $50,000. Maturities of our borrowings for each of the next three years and thereafter as of December 31, 2013 are as follows:
Amounts in millions
|
Year |
|
Maturities |
| |
|
2014 |
|
$ |
— |
|
|
2015 |
|
— |
| |
|
2016 |
|
53.8 |
| |
|
Thereafter |
|
— |
| |
|
|
|
$ |
53.8 |
|
At December 31, 2013, our leverage ratio was such that pricing for borrowings under the Credit Facility was LIBOR plus 1.5%. At December 31, 2013 the one-month LIBOR interest rate was 0.17%. The carrying value of the debt outstanding under the Credit Facility approximates fair value because the interest fluctuates with the lender’s prime rate or other market rates of interest.
We believe that our existing cash balances, cash flow from operations 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 plans over the next twelve months; 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.
NOTE 7. TAXES
Income Taxes
The Company’s income tax provision (benefit) consists of the following:
|
|
|
Years ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Federal |
|
$ |
9,640,020 |
|
$ |
4,611,978 |
|
$ |
4,683,711 |
|
|
State |
|
1,375,825 |
|
196,073 |
|
— |
| |||
|
Current tax provision |
|
11,015,845 |
|
4,808,051 |
|
4,683,711 |
| |||
|
Federal |
|
107,917 |
|
208,812 |
|
(1,503,638 |
) | |||
|
State |
|
(489,717 |
) |
31,490 |
|
— |
| |||
|
Deferred tax expense (benefit) |
|
(381,800 |
) |
240,302 |
|
(1,503,638 |
) | |||
|
Total tax provision |
|
$ |
10,634,045 |
|
$ |
5,048,353 |
|
$ |
3,180,073 |
|
The income tax provision differs from that computed at the federal statutory rate as follows:
|
|
|
Years ended December 31, |
| ||||
|
|
|
2013 |
|
2012 |
|
2011 |
|
|
Federal tax at the statutory rate |
|
35.00 |
% |
35.00 |
% |
35.00 |
% |
|
State tax (net of federal benefit) |
|
1.33 |
% |
0.98 |
% |
— |
|
|
Permanent items |
|
0.45 |
% |
3.03 |
% |
0.96 |
% |
|
Tax credits |
|
(0.77 |
)% |
(1.44 |
)% |
(2.24 |
)% |
|
Adjustment to base jackpot liability |
|
— |
|
— |
|
2.09 |
% |
|
Other |
|
1.18 |
% |
(1.41 |
)% |
0.10 |
% |
|
|
|
37.19 |
% |
36.16 |
% |
35.91 |
% |
The Company recorded $413,238, $915, and $0 as an increase to contributed capital from certain tax benefits for employee stock-based compensation for the years ended December 31, 2013, 2012 and 2011, respectively.
The components of the deferred income tax assets and liabilities at December 31, 2013 and 2012, as presented in the consolidated balance sheets, are as follows:
|
|
|
2013 |
|
2012 |
| ||
|
DEFERRED TAX ASSETS |
|
|
|
|
| ||
|
Stock-based compensation |
|
$ |
4,621,386 |
|
$ |
4,595,100 |
|
|
Compensation and benefits |
|
759,519 |
|
700,194 |
| ||
|
Bad debt reserves |
|
133,707 |
|
255,053 |
| ||
|
Accrued expenses |
|
1,127,100 |
|
1,372,645 |
| ||
|
Fixed assets and depreciation |
|
— |
|
50,428 |
| ||
|
Base stock |
|
235 |
|
787 |
| ||
|
NOLs & credit carry-forwards |
|
4,103,032 |
|
5,207,805 |
| ||
|
Deferred income tax asset |
|
$ |
10,744,979 |
|
$ |
12,182,012 |
|
|
DEFERRED TAX LIABILITIES |
|
|
|
|
| ||
|
Fixed assets and depreciation |
|
$ |
(105,714 |
) |
$ |
— |
|
|
Intangibles and amortization |
|
(3,069,907 |
) |
(4,044,119 |
) | ||
|
Prepaid expenses |
|
(906,944 |
) |
(922,736 |
) | ||
|
Real estate taxes |
|
(285,497 |
) |
(285,038 |
) | ||
|
Federal deduction on deferred state taxes |
|
(118,756 |
) |
(290,158 |
) | ||
|
Deferred income tax liability |
|
$ |
(4,486,818 |
) |
$ |
(5,542,051 |
) |
|
NET DEFERRED INCOME TAX ASSET |
|
$ |
6,258,161 |
|
$ |
6,639,961 |
|
As of December 31, 2013 the Company had $9,883,701 of federal net operating loss (“NOL”) carryforwards, general business credit (“GBC”) carryforwards of $370,073 and $26,479,345 of state NOL carryforwards, acquired as part of the Monarch Black Hawk (formerly Rivera Black Hawk) acquisition. The federal NOL carryforwards expire in 2020 through 2031. The federal GBC carryforwards expire in 2022 through 2031. The state NOL carryforwards expire in 2022 through 2032.
The acquired federal and state NOL and federal GBC carryforwards are subject to Internal Revenue Code change of ownership limitations. Accordingly, future utilization of the carryforwards is subject to an annual base limitation of $1,250,000 that can be applied against future taxable income.
Tax years 2009 forward are subject to examination by the Internal Revenue Service (the “IRS”). During the third quarter of 2012, the Company settled an IRS examination of its 2006 through 2008 income tax returns, paying $1.1 million.
Accounting standards require that tax positions be assessed for recognition using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. Liabilities recorded as a result of this analysis must generally be recorded separately from any current or deferred income tax accounts. The Company’s policy regarding interest and penalties associated with uncertain tax positions is to classify such amounts as income tax expense.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Balance — Beginning of year |
|
$ |
— |
|
$ |
1,501,206 |
|
$ |
1,501,206 |
|
|
Additions based on tax positions of the current year |
|
— |
|
— |
|
— |
| |||
|
Additions based on tax positions of prior years |
|
— |
|
— |
|
— |
| |||
|
Reductions for settlements |
|
— |
|
(1,501,206 |
) |
— |
| |||
|
Decreases due to lapses in statutes of limitations |
|
— |
|
— |
|
— |
| |||
|
Balance — End of year |
|
$ |
— |
|
$ |
— |
|
$ |
1,501,206 |
|
As of December 31, 2011, the Company recorded a liability related to uncertain tax positions of $1,501,206. With the conclusion of the IRS examination of the Company’s 2006 through 2008 income tax returns, this liability was eliminated as of December 31, 2012. No uncertain tax positions were recorded as of December 31, 2013. No change in uncertain tax positions is anticipated over the next twelve months.
The Company accrued interest related to unrecognized tax benefits of $335,659 as of December 31, 2011 of which $165,871 related to 2011. When the IRS examination was completed, over-accrued interest of $133,348 was reversed, resulting in tax benefit of $86,676 in 2012. No interest or expense for uncertain tax positions was recorded in 2013.
Sales and Use Tax on Complimentary Meals
On March 27, 2008, the Nevada Supreme Court issued a decision in Sparks Nugget, Inc. vs. The State of Nevada Department of Taxation (the “Department”), holding that food purchased for subsequent use in the provision of complimentary and/or employee meals were exempt from use tax. As a result of this decision, refund claims were filed for use taxes paid over the period April 1997 through March 2000 and the period February 2005 through June 2008, on food purchased for subsequent use in complimentary and employee meals at our Nevada casino property. We requested refunds totaling approximately $1.6 million, excluding interest (“the Refunds”). We have not recognized any of these refund amounts.
In February 2012, the Department issued a policy directive, requesting that affected taxpayers begin collecting and remitting sales tax on complimentary meals and employee meals effective February 2012 and on June 25, 2012, the Nevada Tax Commission adopted regulations providing for a similar requirement. Subject to these regulations we accrued $0.6 million through June 2013 related to this directive.
The Department policy directive was challenged by several affected parties and in June 2013, the Nevada Tax Commission issued a ruling that complimentary and employee meals were no longer subject to sales taxation. Associated with the ruling, the Nevada hotel-casino industry, including the Company, agreed to forego and cause to be withdrawn certain pending use tax refund requests. Pursuant to that agreement, we withdrew our request for the $1.6 million Refunds. As a result of the ruling, we reversed the accumulated sales tax expense accrual totaling $0.6 million in the second quarter of 2013.
NOTE 8. BENEFIT PLANS
Savings Plan - Effective November 1, 1995, the Company adopted a savings plan, which qualifies under Section 401(k) of the Internal Revenue Code. Under the plan, participating employees may defer up to 100% of their pre-tax compensation, but not more than statutory limits. The Company’s matching contributions were approximately $282,994, $241,550 and $221,582 for years ended December 31, 2013, 2012 and 2011, respectively.
NOTE 9. 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”), which collectively provide for the granting of options to purchase up to 3,250,000 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 2014 after which no options may be granted unless the Plans are amended or replaced. Such amendment or replacement requires the approval of a majority of the Company’s stockholders.
A summary of the stock option activity as of and for the year ended December 31, 2013 is presented below:
|
|
|
|
|
Weighted Average |
|
|
| ||||
|
Options |
|
Shares |
|
Exercise |
|
Remaining |
|
Aggregate |
| ||
|
Outstanding at beginning of period |
|
3,134,320 |
|
$ |
11.29 |
|
— |
|
— |
| |
|
Granted |
|
367,698 |
|
18.53 |
|
— |
|
— |
| ||
|
Exercised |
|
(335,444 |
) |
10.25 |
|
— |
|
— |
| ||
|
Forfeited |
|
(280,000 |
) |
8.95 |
|
— |
|
— |
| ||
|
Expired |
|
— |
|
— |
|
— |
|
— |
| ||
|
Outstanding at end of period |
|
2,886,574 |
|
$ |
12.51 |
|
6.1 yrs. |
|
$ |
23,421,823 |
|
|
Exercisable at end of period |
|
1,683,504 |
|
$ |
13.05 |
|
4.4 yrs. |
|
$ |
13,095,301 |
|
A summary of the status of the Company’s nonvested shares as of, and for the year ended, December 31, 2013 is presented below:
|
Nonvested Shares |
|
Shares |
|
Weighted-Average |
| |
|
Nonvested at January 1, 2013 |
|
1,497,739 |
|
$ |
9.49 |
|
|
Granted |
|
367,698 |
|
5.38 |
| |
|
Vested |
|
(382,367 |
) |
2.94 |
| |
|
Forfeited |
|
(280,000 |
) |
8.95 |
| |
|
Nonvested at December 31, 2013 |
|
1,203,070 |
|
$ |
12.51 |
|
Expense Measurement and Recognition:
The Company recognizes stock-based compensation for all current award grants and for the unvested portion of previous award grants based on grant date fair values. Unrecognized costs related to all stock-based awards outstanding at December 31, 2013 totaled approximately $1.3 million and is expected to be recognized over a weighted average period of 2.7 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 year were as follows:
|
|
|
Years ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Expected volatility |
|
37.03 |
% |
56.1 |
% |
56.1 |
% | |||
|
Expected dividends |
|
— |
|
— |
|
— |
| |||
|
Expected life (in years) |
|
|
|
|
|
|
| |||
|
Directors’ Plan |
|
3.32 |
|
9.5 |
|
9.5 |
| |||
|
Executive Plan |
|
4.48 |
|
3.1 |
|
3.1 |
| |||
|
Employee Plan |
|
3.32 |
|
3.1 |
|
3.1 |
| |||
|
Weighted average risk free rate |
|
0.85 |
% |
0.40 |
% |
0.70 |
% | |||
|
|
|
|
|
|
|
|
| |||
|
Weighted average grant date fair value per share of options granted |
|
$ |
5.38 |
|
$ |
3.43 |
|
$ |
3.89 |
|
|
Total fair value of shares vested |
|
$ |
1,122,577 |
|
$ |
1,918,460 |
|
$ |
1,190,274 |
|
|
Total intrinsic value of options exercised |
|
$ |
2,736,529 |
|
$ |
41,240 |
|
— |
| |
|
Cash received for all stock option exercises |
|
$ |
3,438,091 |
|
$ |
52,995 |
|
— |
| |
|
Tax benefit realized from stock awards exercised |
|
$ |
957,785 |
|
$ |
13,816 |
|
— |
| |
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. The Company has 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:
|
|
|
For the years ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Casino |
|
$ |
19,769 |
|
$ |
65,018 |
|
$ |
80,530 |
|
|
Food and beverage |
|
33,355 |
|
80,520 |
|
70,633 |
| |||
|
Hotel |
|
3,441 |
|
20,273 |
|
17,028 |
| |||
|
Selling, general and administrative |
|
1,163,780 |
|
1,202,156 |
|
1,451,461 |
| |||
|
Total stock-based compensation, before taxes |
|
1,220,345 |
|
1,367,967 |
|
1,619,652 |
| |||
|
Tax benefit |
|
(427,121 |
) |
(478,788 |
) |
(581,601 |
) | |||
|
Total stock-based compensation, net of tax |
|
$ |
793,224 |
|
$ |
889,179 |
|
$ |
1,038,051 |
|
NOTE 10. COMMITMENTS AND CONTINGENCIES
Self Insurance: The Company is self-insured for health care claims for eligible active employees. Benefit plan administrators assist the Company in determining its liability for self-insured claims, and such claims are not discounted. Both plans limit the Company’s maximum liability. The maximum annual liability per insured is $425,000 which is a combination of the first $250,000 of claims plus 10% of claims between $250,000 and $2 million.
The Company is also self-insured for Atlantis workers’ compensation. The maximum liability for workers’ compensation under the Atlantis stop-loss agreement is $500,000 per claim. The Company is fully-insured for Black Hawk workers compensation claims.
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.
NOTE 11. RIVIERA BLACK HAWK ACQUISITION
On September 29, 2011, Monarch entered into a definitive Stock Purchase Agreement (the “Agreement”) with Riviera Operating Corporation, a Nevada corporation, Riviera Holdings Corporation, a Nevada corporation (collectively the “Seller” and together with Monarch, the “Parties”) and Riviera Black Hawk, Inc., a Colorado corporation (“Riviera Black Hawk”). Pursuant to the Agreement, the Seller agreed to sell all of the issued and outstanding shares of common stock of Riviera Black Hawk to Monarch. As required by the Agreement, the Company paid a $3.8 million deposit (the “Deposit”) against the $76 million purchase price (the “Purchase Price”).
On April 26, 2012 (the “Closing”) Monarch completed the acquisition of Riviera Black Hawk. Monarch paid $72.2 million, the difference between the Purchase Price and the Deposit, subject to certain post-Closing working capital adjustments. At Closing, Seller paid substantially all of Riviera Black Hawk’s indebtedness and left Monarch $2.1 million of net working capital. In order to fund the Purchase Price and related transaction costs, Monarch borrowed $72.3 million under the Credit Facility (see NOTE 6). $2.28 million of the Purchase Price was escrowed for one year to secure the Seller’s indemnification obligations under the Purchase Agreement.
The acquisition was treated as a purchase transaction. Accordingly, the purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. In establishing its purchase price allocation, the Company obtained a third-party valuation of the assets acquired and liabilities assumed, and assigned the following values based upon the Company’s consideration of the third-party valuation:
Amounts in thousands
|
Cash consideration |
|
$ |
75,885 |
|
|
Liabilities assumed by the Company |
|
3,505 |
| |
|
Working capital adjustment |
|
604 |
| |
|
Total consideration |
|
$ |
79,994 |
|
The allocation of the purchase price was as follows (in thousands):
|
Tangible Assets: |
|
|
| |
|
Current assets |
|
$ |
6,241 |
|
|
Land |
|
8,700 |
| |
|
Site improvements |
|
30 |
| |
|
Building improvements |
|
15,200 |
| |
|
Furniture and equipment |
|
5,737 |
| |
|
Total tangible assets |
|
35,908 |
| |
|
Intangible Assets: |
|
|
| |
|
Customer list |
|
10,490 |
| |
|
Trade name |
|
1,590 |
| |
|
Goodwill |
|
25,110 |
| |
|
Total intangible assets |
|
37,190 |
| |
|
Deferred tax asset |
|
6,896 |
| |
|
Total assets |
|
$ |
79,994 |
|
The Company recognized $2.2 million and $1.0 million of acquisition related expenses for the year ended December 30, 2012 and 2011, respectively. The Company had no acquisition related expenses in 2013.
The amounts of net revenue and operating income of Monarch Black Hawk Casino included in the Company’s consolidated statement of income, subsequent to the Closing, after elimination of intercompany transactions, for the year ended December 31, 2012 are as follows:
Amounts in thousands
|
Net revenues |
|
$ |
29,678 |
|
Income from operations |
|
$ |
6,350 |
The unaudited pro forma consolidated results of operations, as if the acquisition of Riviera Black Hawk had occurred on January 1, 2011 and 2012, are as follows:
Amounts in thousands except per share amounts
|
|
|
Twelve Months Ended |
| ||||
|
|
|
December 31, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
Pro forma (unaudited): |
|
|
|
|
| ||
|
Net revenues |
|
$ |
183,043 |
|
$ |
180,185 |
|
|
Income from operations |
|
$ |
17,516 |
|
$ |
15,919 |
|
|
Net income |
|
$ |
9,542 |
|
$ |
8,499 |
|
|
Basic earnings per share |
|
$ |
0.59 |
|
$ |
0.53 |
|
|
Diluted earnings per share |
|
$ |
0.59 |
|
$ |
0.52 |
|
NOTE 12. SEGMENT INFORMATION
We have defined two reportable operating segments: the Atlantis and Monarch Black Hawk. We use Adjusted EBITDA (as defined below) to compare operating results among our segments and allocate resources. The following table highlights our Adjusted EBITDA and reconciles Adjusted EBITDA to net income for the year ended December 31, 2013, 2012 and 2011.
|
|
|
Twelve months ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Net revenues: |
|
|
|
|
|
|
| |||
|
Atlantis |
|
$ |
141,298,217 |
|
$ |
133,624,332 |
|
$ |
134,529,379 |
|
|
Monarch Black Hawk (a) |
|
47,451,133 |
|
29,678,086 |
|
— |
| |||
|
Total net revenue |
|
$ |
188,749,350 |
|
$ |
163,302,418 |
|
$ |
134,529,379 |
|
|
|
|
|
|
|
|
|
| |||
|
Adjusted EBITDA (b) |
|
|
|
|
|
|
| |||
|
Atlantis |
|
$ |
36,444,691 |
|
$ |
30,109,062 |
|
$ |
33,310,003 |
|
|
Monarch Black Hawk (a) |
|
16,495,646 |
|
9,630,100 |
|
— |
| |||
|
|
|
52,940,337 |
|
39,739,162 |
|
33,310,003 |
| |||
|
Corporate and other (c) |
|
(4,450,880 |
) |
(3,581,912 |
) |
(4,047,823 |
) | |||
|
Total Adjusted EBITDA |
|
48,489,457 |
|
36,157,250 |
|
29,262,180 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Expenses: |
|
|
|
|
|
|
| |||
|
Stock-based compensation |
|
(1,220,345 |
) |
(1,367,967 |
) |
(1,619,652 |
) | |||
|
Depreciation and amortization |
|
(16,637,932 |
) |
(16,650,604 |
) |
(13,379,538 |
) | |||
|
Acquisition expenses |
|
— |
|
(2,155,521 |
) |
(973,607 |
) | |||
|
Building demolition expense |
|
— |
|
— |
|
(3,519,148 |
) | |||
|
Loss on asset sale |
|
(175,946 |
) |
— |
|
— |
| |||
|
Interest expense |
|
(1,860,367 |
) |
(2,023,957 |
) |
(914,308 |
) | |||
|
Provision for income taxes |
|
(10,634,045 |
) |
(5,048,353 |
) |
(3,180,073 |
) | |||
|
Net income |
|
$ |
17,960,822 |
|
$ |
8,910,848 |
|
$ |
5,675,854 |
|
|
|
|
Twelve Months Ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Capital Expenditures (in thousands): |
|
|
|
|
|
|
| |||
|
Atlantis |
|
$ |
3,813 |
|
$ |
3,530 |
|
$ |
5,231 |
|
|
Monarch Black Hawk (a) |
|
8,587 |
|
6,799 |
|
— |
| |||
|
|
|
$ |
12,400 |
|
$ |
10,329 |
|
$ |
5,231 |
|
|
|
|
Twelve Months Ended December 31, |
| |||||||
|
|
|
2013 |
|
2012 |
|
2011 |
| |||
|
Assets (in thousands): |
|
|
|
|
|
|
| |||
|
Atlantis |
|
$ |
144,796 |
|
$ |
147,645 |
|
$ |
168,922 |
|
|
Monarch Black Hawk (a) |
|
94,518 |
|
91,192 |
|
— |
| |||
|
Corporate and other (d) |
|
5,209 |
|
9,283 |
|
10,678 |
| |||
|
Total assets |
|
$ |
244,523 |
|
$ |
248,120 |
|
$ |
179,600 |
|
(a) We acquired Monarch Black Hawk on April 26, 2012.
(b) We define Adjusted EBITDA, a non-GAAP measure, for each segment as net income plus provision for income taxes, interest expense, acquisition expenses, management fee income or expense, gain or loss on disposal of assets, depreciation and amortization and stock-based compensation. Adjusted EBITDA should not be construed as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities (as determined in accordance with generally accepted accounting principles) or as a measure of liquidity. This item enables comparison of the Company’s performance with the performance of other companies that report Adjusted EBITDA, although some companies do not calculate this measure in the same manner and therefore, the measure as presented may not be comparable to similarly titled measures presented by other companies.
(c) Corporate and other represents unallocated payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations.
(d) Corporate assets include assets not directly related to our casino and hotel operations and the assets of our non-operating subsidiaries.
NOTE 13. RELATED PARTY TRANSACTIONS
The shopping center adjacent to the Atlantis (the “Shopping Center”) is owned by Biggest Little Investments, L.P. (“BLI”) whose 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, Secretary and a Director of Monarch. Bob Farahi is Co-Chairman of the Board, President and a Director of Monarch.
In addition, we share a driveway with and lease approximately 37,000 square-feet from the Shopping Center for a minimum lease term of 15 years at an annual rent of $340,000 plus common area expenses, subject to increase every year beginning in the 61st month based on the Consumer Price Index. We have the option to renew the lease for three individual five-year terms, and at the end of the extension periods, we have the option to purchase the leased driveway section of the Shopping Center. For each of the years ended December 31, 2013, 2012 and 2011, the Company paid $340,000 in rent, plus $158,800, $122,500 and $123,700 respectively for operating expenses related to this lease.
We occasionally lease billboard advertising, storage space or parking lot from affiliates of our controlling stockholders and paid $123,030, $114,280 and $97,120 for the years ended December 31, 2013, 2012 and 2011, respectively.
NOTE 14. SUBSEQUENT EVENTS
The Company evaluated all subsequent events through the date that the consolidated financial statements were issued. No material subsequent events have occurred since December 31, 2013 that required recognition or disclosure in the consolidated financial statements.
NOTE 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Certain amounts in the selected quarterly unaudited financial data schedule for 2013 and 2012 have been reclassified to conform to the 2013 year-end presentation. These reclassifications had no effect on the previously reported income from operations, net income or statement of cash flows.
|
|
|
2013 |
| |||||||||||||
|
|
|
1st Quarter |
|
2nd Quarter |
|
3rd Quarter |
|
4th Quarter |
|
Total |
| |||||
|
Net revenues |
|
$ |
45,604,637 |
|
$ |
49,651,094 |
|
$ |
48,989,479 |
|
$ |
44,504,140 |
|
$ |
188,749,350 |
|
|
Operating expenses |
|
38,419,729 |
|
39,482,625 |
|
40,050,409 |
|
40,341,353 |
|
158,294,116 |
| |||||
|
Income from operations |
|
7,184,908 |
|
10,168,469 |
|
8,939,070 |
|
4,162,787 |
|
30,455,234 |
| |||||
|
Net income |
|
4,261,996 |
|
6,120,244 |
|
5,519,509 |
|
2,059,073 |
|
17,960,822 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Income per share of common stock |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
0.26 |
|
$ |
0.38 |
|
$ |
0.34 |
|
$ |
0.12 |
|
$ |
1.10 |
|
|
Diluted |
|
$ |
0.26 |
|
$ |
0.37 |
|
$ |
0.32 |
|
$ |
0.12 |
|
$ |
1.06 |
|
|
|
|
2012 |
| |||||||||||||
|
|
|
1st Quarter |
|
2nd Quarter |
|
3rd Quarter |
|
4th Quarter |
|
Total |
| |||||
|
Net revenues |
|
$ |
32,899,260 |
|
$ |
42,471,150 |
|
$ |
46,028,226 |
|
$ |
41,903,782 |
|
$ |
163,302,418 |
|
|
Operating expenses |
|
30,046,985 |
|
39,086,717 |
|
39,150,464 |
|
39,035,094 |
|
147,319,260 |
| |||||
|
Income from operations |
|
2,852,275 |
|
3,384,433 |
|
6,877,762 |
|
2,868,688 |
|
15,983,158 |
| |||||
|
Net income |
|
1,641,366 |
|
1,792,758 |
|
4,137,081 |
|
1,339,643 |
|
8,910,848 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Income per share of common stock |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
0.10 |
|
$ |
0.11 |
|
$ |
0.26 |
|
$ |
0.08 |
|
$ |
0.55 |
|
|
Diluted |
|
$ |
0.10 |
|
$ |
0.11 |
|
$ |
0.26 |
|
$ |
0.08 |
|
$ |
0.55 |
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K (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 evaluation date. 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.
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 December 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (COSO) in Internal Control-Integrated Framework. Based on our assessment we believe that, as of December 31, 2013, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm has issued an audit report on our assessment of the Company’s internal control over financial reporting. This report appears in Item 8 of this Form 10-K.
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
This information is incorporated by reference from the Company’s Proxy Statement to be filed with the Commission in connection with the Annual Meeting of Stockholders to be held on May 21, 2014.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the Company’s Proxy Statement to be filed with the Commission in connection with the Annual Meeting of Stockholders to be held on May 21, 2014.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Following is information related to the Company’s equity compensation plan.
|
Plan Category |
|
Number of |
|
Weighted-average |
|
Number of |
| |
|
|
|
(a) |
|
(b) |
|
(c) |
| |
|
Equity compensation plans approved by security holders (F1) |
|
2,886,574 |
|
$ |
12.51 |
|
69,214 |
|
|
|
|
|
|
|
|
|
| |
|
Equity compensation plans not approved by security holders |
|
— |
|
— |
|
— |
| |
|
Total |
|
2,886,574 |
|
$ |
12.51 |
|
69,214 |
|
(F1) Includes the 1993 Directors’ Stock Option Plan, 1993 Employee Stock Option Plan and 1993 Executive Long-Term Incentive Plan, as amended.
Additional information is incorporated by reference from the Company’s Proxy Statement to be filed with the Commission in connection with the Annual Meeting of Stockholders to be held on May 21, 2014.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
This information is incorporated by reference from the Company’s Proxy Statement to be filed with the Commission in connection with the Annual Meeting of Stockholders to be held on May 21, 2014.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
This information is incorporated by reference from the Company’s Proxy Statement to be filed with the Commission in connection with the Annual Meeting of Stockholders to be held on May 21, 2014.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1). Financial Statements
Included in Part II, Item 8 of this report:
a) Report of Independent Registered Public Accounting Firm
b) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011.
c) Consolidated Balance Sheets at December 31, 2013 and 2012.
d) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011.
e) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011.
f) Notes to Consolidated Financial Statements.
(a)(2). Financial Statements Schedules
Schedule II. - VALUATION AND QUALIFYING ACCOUNTS
|
Year ended |
|
Balance at |
|
Charged to |
|
Deductions |
|
Other |
|
Balance at end |
| |||||
|
2011 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Allowance for doubtful accounts |
|
$ |
2,450,715 |
|
$ |
84,798 |
|
$ |
(1,222,668 |
) |
$ |
— |
|
$ |
1,312,845 |
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Allowance for doubtful accounts |
|
$ |
1,312,845 |
|
$ |
(7,924 |
) |
$ |
(576,199 |
) |
$ |
— |
|
$ |
728,722 |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Allowance for doubtful accounts |
|
$ |
728,722 |
|
$ |
(230,322 |
) |
$ |
(127,409 |
) |
$ |
— |
|
$ |
370,991 |
|
(F1) The Company reviews receivables monthly and, accordingly, adjusts the allowance for doubtful accounts monthly. The Company records write-offs annually. The amount charged to Costs and Expenses reflects the bad debt expense recorded in the consolidated statements of income, while the amount recorded for Deductions reflects the adjustment to actual allowance for doubtful accounts reserve at the end of the period.
(a)(3) Exhibits
|
Number |
|
Exhibit Description |
|
2.01 |
|
Stock Purchase Agreement dated as of September 29, 2011 by and between Monarch Casino & Resort, Inc., Monarch Growth Inc. (a wholly owned subsidiary of Monarch Casino and Resort, Inc.), Riviera Operating Corporation, Riviera Holdings Corporation and Riviera Black Hawk, Inc. is incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K/A (SEC File 0-22088) filed on October 4, 2011. |
|
|
|
|
|
3.01 |
|
Articles of Incorporation of Monarch Casino & Resort, Inc., filed June 11, 1993 are incorporated herein by reference to Exhibit 3.01 to the Company’s Form S-1 registration statement (SEC File 33-64556). |
|
|
|
|
|
3.02 |
|
Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993 and amended January 24, 1995, and March 27, 2009 and June 1, 2012 are incorporated herein by reference to Exhibit 3.02 to the Company’s Form 10-K (SEC 0-22088) for the year ended December 31, 2012. |
|
|
|
|
|
3.03 |
|
Articles of Incorporation of Golden Road Motor Inn, Inc. filed March 6, 1973; Certificate Amending Articles of Incorporation of Golden Road Motor Inn, Inc. filed August 29, 1973; and Certificate of Amendment of Articles of Incorporation filed April 5, 1984 are incorporated herein by reference to Exhibit 3.03 to the Company’s Form S-1 registration statement (SEC File 33-64556). |
|
3.04 |
|
Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973 are incorporated herein by reference to Exhibit 3.04 to the Company’s Form S-1 registration statement (SEC File 33-64556). |
|
|
|
|
|
4.01 |
|
Specimen Common Stock Certificate for the Common Stock of Monarch Casino & Resort, Inc. is incorporated herein by reference to Exhibit 4.01 to the Company’s Form S-1 registration statement (SEC File 33-64556). |
|
|
|
|
|
4.02+ |
|
Amended and Restated Monarch Casino & Resort, Inc. 1993 Directors’ Stock Option Plan is incorporated herein by reference to Exhibit 4.02 to the Company’s Form 10-K report (SEC File 0-022088) for the fiscal year ended December 31, 1998. |
|
|
|
|
|
4.03+ |
|
First Amendment to the Amended and Restated 1993 Director’s Stock Option Plan is incorporated herein by reference to Exhibit 10.5 to the Company’s Form 10-Q (SEC File 0-22088) for the quarterly period ended September 30, 2013. |
|
|
|
|
|
4.04+ |
|
Monarch Casino & Resort, Inc. 1993 Executive Long-Term Incentive Plan, as amended, is incorporated herein by reference to Appendix B to the Company’s Proxy Statement (SEC File 0-22088) filed on March 25, 2011. |
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4.05+ |
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Seventh Amendment to the 1993 Executive Long Term Incentive Plan is incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q (SEC File 0-22088) for the quarterly period ended September 30, 2013. |
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4.06+ |
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Monarch Casino & Resort, Inc. 1993 Employee Stock Option Plan, as amended, is incorporated herein by reference to Appendix A to the Company’s Proxy Statement (SEC File 0-22088) filed on March 25, 2011. |
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4.07+ |
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Eighth Amendment to the 1993 Employee Stock Option Plan is incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q (SEC File 0-22088) for the quarterly period ended September 30, 2013. |
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10.01 |
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10.01+ Non-standardized 401(k) Plan Adoption Agreement between Monarch Casino & Resort, Inc. and Smith Barney Shearson dated November 7, 1995 is incorporated herein by reference to Exhibit 10.21 to the Company’s Form 10-K report (SEC File 0-22088) for the fiscal year ended December 31, 1995. |
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10.02 |
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Trademark Agreement between Golden Road Motor Inn, Inc. and Atlantis Lodge, Inc., dated February 3, 1996 is incorporated herein by reference to Exhibit 10.23 to the Company’s Form 10-K report (SEC File 0-22088) for the fiscal year ended December 31, 1995. |
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10.03 |
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Lease Agreement and Option to Purchase dated as of January 29, 2004, between Golden Road Motor Inn, Inc. as Lessee and Biggest Little Investments, L.P. as Lessor is incorporated herein by reference to Exhibit 10.18 to the Company’s Form 10-K (SEC File 0-22088) dated March 11, 2004. |
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10.04 |
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Second Amended and Restated Credit Agreement, dated as of November 15, 2011, among Monarch Casino & Resort, Inc., Golden Road Motor Inn, Inc. and Monarch Growth Inc., as Borrowers, the Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent, L/C Issuer, Swing Line Lender and Lead Arranger and Wells Fargo Securities, LLC, as Lead Arranger and Sole Book runner, Bank of America N.A., as Syndication Agent as incorporated herein by reference to Exhibit 10.04 to the Company’s Form 10-K (SEC File 0-22088) dated March 14, 2012. |
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10.05 |
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Trademark and Domain Name License Agreement, dated as of April 26, 2012, by and between Riviera Operating Corporation and Riviera Black Hawk, Inc. is incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K (SEC File 0-22088) filed on April 27, 2012. |
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10.06+ |
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Agreement to pay severance to Ronald Rowan as described under the heading “Executive Compensation — Other Employment Related Agreements” in the Company’s Proxy Statement (SEC File 0-22088) filed on March 28, 2013. |
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21.01 |
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List of Subsidiaries of Monarch Casino & Resort, Inc. is incorporated herein by reference to Exhibit 21.01 to the Company’s Form 10-K (SEC File 0-22088) for the year ended December 31, 2012. |
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23.1 |
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Consent of Independent Registered Public Accounting Firm* |
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31.1 |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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32.1 |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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32.1 |
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed as an exhibit to this Form 10-K.* |
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32.2 |
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed as an exhibit to this Form 10-K.* |
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101.INS |
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XBRL Instance* |
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101.SCH |
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XBRL Taxonomy Extension Schema* |
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101.CAL |
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XBRL Taxonomy Extension Calculation* |
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101.DEF |
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XBRL Taxonomy Extension Definition* |
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101.LAB |
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XBRL Taxonomy Extension Labels* |
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101.PRE |
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XBRL Taxonomy Extension Presentation* |
* filed herewith.
+ denote management contracts or compensatory plans or arrangements.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MONARCH CASINO & RESORT, INC.
(Registrant)
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Date: March 14, 2014 |
By: |
/s/ RONALD ROWAN |
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Ronald Rowan, Chief Financial Officer | |
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(Principal Financial Officer and Duly Authorized Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/S/ JOHN FARAHI |
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Co-Chairman of the Board of Directors |
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March 14, 2014 |
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John Farahi |
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Chief Executive Officer (Principal |
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Executive Officer) and Director |
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/S/ BOB FARAHI |
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Co-Chairman of the Board of Directors, |
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March 14, 2014 |
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Bob Farahi |
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President, Secretary and Director |
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/S/ RONALD ROWAN |
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Chief Financial Officer (Principal Financial |
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March 14, 2014 |
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Ronald Rowan |
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Officer and Principal Accounting Officer) |
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/S/ YVETTE E. LANDAU |
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Director |
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March 14, 2014 |
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Yvette E. Landau |
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/S/ CRAIG F. SULLIVAN |
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Director |
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March 14, 2014 |
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Craig F. Sullivan |
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