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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______TO______
Commission File No. 0-22088
Monarch Casino & Resort, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA 88-0300760
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1175 W. MOANA LANE, SUITE 200
RENO, NEVADA 89509
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (702) 825-3355
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark 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. [X]
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The aggregate market value of voting stock held by nonaffiliates of the
Registrant, based on the closing sale price of the Common Stock on March 21,
1997, as reported on the Nasdaq National Market, was approximately $5,723,433.
As of March 21, 1997, Registrant had outstanding 9,453,275 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's 1997 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" OR "EXPECTATION", AS WELL AS OTHER STATEMENTS
WHICH ARE NOT HISTORICAL FACT, AND STATEMENTS AS TO BUSINESS OPPORTUNITIES,
MARKET CONDITIONS, AND OPERATING PERFORMANCE INSOFAR AS THEY MAY APPLY
PROSPECTIVELY, ARE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED.
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PART I
ITEM 1. BUSINESS
Monarch Casino & Resort, Inc., through its wholly-owned subsidiary Golden
Road Motor Inn, Inc. ("Golden Road"), owns and operates the tropically-themed
Atlantis Casino Resort in Reno, Nevada (the "Atlantis"). Unless otherwise
indicated, "Monarch" or the "Company" refers to Monarch Casino & Resort, Inc.
and its subsidiaries Golden Road, Dunes Marina Resort & Casino, Inc. ("Dunes
Marina"), and Sea World Processors, Inc. ("Sea World"). Monarch was
incorporated in 1993 under Nevada law for the purpose of acquiring all of the
stock of Golden Road. The principal asset of Monarch is the stock of Golden
Road, which holds substantially all of the assets of the Company's Atlantis
Casino Resort. The Company's principal executive offices are located at 1175
West Moana Lane, Suite 200, Reno, Nevada 89509, telephone (702) 825-3355.
THE ATLANTIS CASINO RESORT
Through Golden Road, the Company owns and operates the tropically-themed
Atlantis Casino Resort, which is located approximately three miles south of
downtown Reno in the generally more affluent southwest area of Reno. The
Atlantis features a 32,000 square-foot casino; a hotel and a motor lodge; five
restaurants; six bars; a nightclub; a swimming pool and health club; a gift
shop; an 8,000 square-foot family entertainment center; 10,500 square feet of
banquet and meeting space; and surface parking spaces for approximately 1,440
vehicles. The Atlantis is the closest hotel casino to the 370,000 square-foot
Reno Sparks Convention Center (the "Convention Center"), and the only hotel
casino located within easy walking distance of the Convention Center.
Casino. The Atlantis' casino features approximately 35 table games,
including blackjack, craps, roulette, pai gow poker, "Let it Ride(TM)", "Three
Card Poker(TM)" and "Caribbean Stud(TM)"; approximately 1,000 slot and video
poker machines; a race and sports book (which is operated by an independent
third party pursuant to a lease arrangement with the Company); and keno.
During the year ended December 31, 1996, 75% of the Atlantis' casino revenue
was from slot and video poker machines, 23% was from table games, and the
remaining 2% was from keno.
The Atlantis offers what the Company believes to be higher-than-average
payout rates on slot machines and has adopted liberal rules for its blackjack
games which include using mostly single decks of cards at its tables and
allowing the player to "double down" on the first two cards. The Company's
present policy is to extend gaming credit only to a limited number of
qualified customers.
Lodging. The Atlantis features two contiguous high-rise hotel towers
offering a total of 443 rooms, and a low-rise motor lodge offering another 149
rooms, for a total guest room count of 592. The first of the two hotel towers
was completed in April 1991, and contains 150 standard rooms and 10 one-
bedroom suites in 13 stories. The second hotel tower was completed in
September 1994, and contains 234 standard rooms, 16 parlor suites, 31 one-
bedroom suites, one patio suite, and one two-bedroom suite in 19 stories.
The rooms in both hotel towers feature fresh, colorful interior
decorations and furnishings consistent with the Atlantis' tropical theme, as
well as nine-foot ceilings (most standard hotel rooms feature eight-foot
ceilings), which give the rooms an open and spacious feel. Other guest
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amenities include a third-floor, outdoor swimming pool and deck area and an
adjoining indoor health club, and glass elevators which rise the full 19
stories of the taller hotel tower, providing a panoramic view of the northern
Reno valley and the Sierra Nevada mountains.
The two-story, 149-room motor lodge, which has been operated by the
Company since 1973, is located on the back half of the Atlantis' 13-acre site.
The motor lodge rooms, which are also decorated and furnished consistently
with the Atlantis' tropical theme, contain less average square footage than
the hotel rooms and have standard eight-foot ceilings. The Company believes
the motor lodge rooms appeal to value conscious travelers who still want to
enjoy the experience of and amenities associated with a stay at a first-class
hotel casino resort. The Company renovated all of the motor lodge units in
early 1996, at a total cost of approximately $690 thousand.
The average occupancy rate at the Atlantis for fiscal years 1996, 1995,
and 1994 was 88.7%, 91.2%, and 91.3%, respectively.
Capital expenditures (including those financed with debt and capitalized
lease obligations) at the Atlantis totaled approximately $2.8 million, $2.2
million, and $31.3 million in fiscal years 1996, 1995, and 1994, respectively.
The capital expenditures for 1994 primarily represented amounts expended in
conjunction with a major expansion of the Atlantis, which was substantially
completed in September 1994 at a total cost of approximately $31 million (the
"1994 Expansion"). With the 1994 Expansion, the Company added approximately
284 hotel rooms; a 300-seat buffet restaurant; approximately 10,000 square
feet of meeting and banquet space; an 8,000 square foot family fun center; and
14,000 square feet of casino space, which allowed for approximately 415
additional slot machines and approximately 14 additional table games.
In September 1995, the Company announced that it had submitted plans for
review and approval of a major expansion of the Atlantis to the City of Reno.
Those plans, which were subsequently approved by the City of Reno
substantially as submitted, feature a new 27-story hotel tower with up to 921
rooms, 25,000 square feet of additional casino space, a four-story, 1,831-
space parking garage, and approximately 78,000 square feet of additional
public space including a 50,000 square foot special events plaza, three new
restaurants, and expanded seating in the Atlantis' Purple Parrot and Toucan
Charlie's Buffet and Grille restaurants. The plans also include two
pedestrian overhead walkways; one of the walkways would connect the Atlantis
with the 370,000 square foot Reno Sparks Convention Center, and the other
would connect the Atlantis with additional parking on the Company's 16-acre
site adjacent to and across Virginia Street from the Atlantis (see Item 2,
"PROPERTIES"). This lot would provide approximately 1,514 temporary parking
spaces, serving as the Atlantis' main parking lot while the expansion is under
construction to minimize disruption.
The Company estimates that the total cost of the expansion, as approved
by the City of Reno, would be in excess of $100 million. The Company does not
presently have the capital resources to construct this expansion project, nor
has it sought or obtained financing commitments of any sort for the expansion
project. The Company's intention has been to proceed with the preliminary
planning associated with this expansion project, and to proceed further only
if market conditions warrant the additional capacity and financing can be
arranged on terms acceptable to the Company. See Item 7, "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,
Liquidity and Capital Resources."
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Operations at the Atlantis are conducted 24 hours a day, every day of the
year. The Atlantis' business is moderately seasonal in nature, with its
highest revenues typically occurring in the summer months and lower amounts
generally in the winter months.
CLARION LICENSING AGREEMENT
From 1991 until April 27, 1996, the Atlantis was operated as a
Clarion(TM) hotel under a licensing agreement with Choice Hotels
International, Inc. ("Choice"). On April 28, 1996, the Company elected to
terminate its agreement with Choice. In conjunction with the termination of
the licensing agreement, the Company took a one-time charge of $459 thousand
in the fourth quarter of 1995 for asset impairment associated with the name
change.
From November 30, 1990, until April 27, 1996, the Company operated under
an agreement with Choice which required the Atlantis to be operated as a
luxury class hotel and pay monthly licensing, marketing and reservation fees
of approximately 5.3% of the hotel's gross room revenues, plus $.28 per room
per day and $1.00 for each room night booked through the Choice reservation
network. In connection with the 1994 Expansion of the Atlantis, the Company
had negotiated an amendment to the agreement with Choice (the "Proposed
Amendment") that was to become effective when the additional hotel rooms of
the 1994 Expansion were completed. The Proposed Amendment would have required
payments to Choice of approximately 3.8% of the hotel's gross room revenues,
plus $.20 per room per day and $1.00 for each room night booked through the
Choice reservation network. The Proposed Amendment would also have provided
that the agreement with Choice would terminate twenty years from the date of
completion of the 1994 Expansion, subject to termination at the option of
either party at the fifth, tenth and fifteenth year anniversaries. Without
the Proposed Amendment, the 20-year term runs from April 1991, with the first
mutual option to terminate occurring on the fifth anniversary, or April 1996,
and with subsequent termination options in April 2001, 2006 and 2011. The
Proposed Amendment would have granted to the Company an exclusive right for
the term of the agreement to operate Clarion(TM) hotels in the Reno-Sparks
area.
Subsequent to completion of the Company's initial public offering in
August 1993, Choice advised the Company that the Proposed Amendment would not
be executed by Choice until the Company signed and delivered to Choice a
promissory note containing certain terms to cover a requested $15,000
expansion fee. The Company never signed or delivered the requested promissory
note. In October 1993, Choice reversed its position and claimed that the
Proposed Amendment was in effect. The Company advised Choice that the
position first taken by Choice that the Proposed Amendment was not in effect
could not be unilaterally changed. The Company took the position that the
original agreement, without the Proposed Amendment, remained in effect, and
the Company acted in accordance therewith until termination of the agreement.
Choice rejected this position and informed the Company that it was in default
under the agreement. The Company believes that based on Choice's actions
described above, the Proposed Amendment never took effect and that the Company
was in full compliance of the original agreement until its termination.
On April 10, 1996, Choice instituted litigation in the United States
District Court for the District of Maryland, Choice Hotels International, Inc.
v. Golden Road Motor Inn, Inc., Case No. PJM 96-1091, in which Choice is
seeking a declaratory judgment regarding the Choice Agreement. Specifically,
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Choice seeks a declaratory judgment as to (i) the effectiveness of a proposed
1993 modification to the Choice Agreement, (ii) the term of the Choice
Agreement, (iii) the expansion fee provided under the Choice Agreement, and
(iv) the date on which the Choice Agreement was terminable. Management
intends to defend vigorously this action and believes that the Company was
entitled to terminate the Choice Agreement as of April 28, 1996. See Item 3,
"LEGAL PROCEEDINGS."
MARKETING
The Company's revenues and operating income are largely dependent on the
level of gaming activity at the Atlantis' casino; therefore, the Company's
predominant marketing goal is to attract gaming customers to its casino. The
Company's primary objective for its hotel, food and beverage outlets, and
other amenities is to utilize those facilities to generate additional casino
play, although as a secondary goal the Company also seeks to maximize revenues
from those areas.
The Company's marketing efforts are directed toward three broad consumer
groups: Reno area residents, non-conventioneer visitors to the Reno area, and
conventioneers. The Company believes that the Atlantis' location outside the
downtown area and near the Convention Center makes the property appealing to
all three groups.
Reno area residents. The Atlantis' proximity to generally more affluent
southwestern Reno residential areas provides a significant source of middle to
upper-middle income gaming customers. The Company markets to Reno area
residents ("Locals") primarily on the basis of the quality and ambiance of the
Atlantis facility, friendly efficient service, the quality and relative value
of its food and beverage offerings, entertainment offerings, promotions, and
gaming values. The Company believes that Locals as a group tend to prefer
slot and video poker machines over table games, and tend to prefer video poker
machines over reel-spinning (or electronically simulated reel-spinning) slot
machines. Accordingly, the Atlantis provides a large, diverse selection of
video poker machines. Moreover, the Company believes that Locals tend to seek
out and frequent those casinos with higher-than-average payout rates on slot
and video poker machines and liberal rules on table games. The Company
believes that the Atlantis offers higher-than-average payout rates on slot
machines, and has adopted liberal rules for its blackjack games which include
using mostly single decks of cards at its tables and allowing the player to
"double down" on the first two cards.
Visitors. Reno is a popular gaming and vacation destination which enjoys
direct freeway access to nearly all major northern California population
centers, and non-stop air service from most large cities in the western United
States as well as the midwest population centers of Chicago, Detroit and St.
Louis. The principal segments of Reno's non-conventioneer visitor market are
leisure travelers, package tour and travel customers, and higher-level
wagerers. The Company attempts to maximize its gaming revenues and hotel
occupancy through a balanced marketing approach addressing each market
segment.
Leisure travelers are not affiliated with groups and make their
reservations directly with hotels of their choice or through independent
travel agents. The Company believes that this segment is largely comprised of
individuals driving, and to a lesser extent, flying to Reno from a regional
market, primarily California and to a lesser extent, the Pacific Northwest.
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The Company strives to attract the middle to upper-middle income strata of
this segment through advertising and direct marketing in select markets. This
segment represents a significant portion of the Atlantis' customers,
especially those customers visiting on weekends.
The package tour and travel segment consists of visitors who utilize
travel "packages" produced by wholesale operators. The Company markets to
this segment through relationships with select wholesalers, primarily to
generate customer visits and supplement occupancy mid-week.
The Company selectively markets to higher-level wagerers through direct
sales. The Company utilizes complimentary rooms, food and beverage, special
events and the extension of gaming credit to attract higher-level wagerers.
Convention business, like package tour and travel, generates mid-week
customer visits and supplements occupancy during low-demand periods.
Conventioneers typically also pay higher average room rates than non-
conventioneers. The Company seeks those convention and meeting groups which
it believes will materially enhance the Atlantis' average occupancy rate and
average daily room rates, as well as those the Company believes will be more
likely to gamble. As the only hotel casino within easy walking distance of
the Convention Center, the Company believes the Atlantis is uniquely well
positioned to capitalize on this segment. The Company believes that this
market segment is presently underserved in the Reno area, and that the
additional rooms and amenities proposed at the Atlantis (See Item 1,
"BUSINESS, the Atlantis Casino Resort", page 4) would significantly enhance
the Company's ability to realize the potential of this market segment.
The Company markets to all visitor segments, including conventioneers, on
the basis of 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.
The Company has instituted a frequent player club, "Club Paradise", which
allows the Atlantis' customers to earn rewards and special privileges based on
the amount of their play, while at the same time allowing the Company to track
the play of those customers utilizing a computerized player tracking system.
The Company uses this information to determine appropriate levels of
complimentary awards, and also in its direct marketing efforts. The Company
believes that Club Paradise significantly enhances the Company's ability to
build customer loyalty and generate repeat customer visits.
COMPETITION
Competition in the Reno area gaming market is intense. The Company
estimates that there are approximately 16 casinos in the Reno area which
generate more than $12 million each annually in gaming revenues, approximately
ten of which are located in downtown Reno.
The Company believes that the Atlantis' competition for Locals comes
primarily from other large-scale casinos located outside of downtown Reno that
offer amenities that appeal to middle to upper-middle income customers, and
secondarily with those casinos located in downtown Reno which offer similar
amenities. The Company competes for Locals primarily on the basis of the
desirability of its location, the quality and ambiance of the Atlantis
facility, friendly efficient service, the quality and relative value of its
food and beverage offerings, entertainment offerings, promotions, and gaming
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values. The Company believes its proximity to residential areas in southwest
and southeast Reno and its abundant surface parking afford it an advantage
over the casinos located in downtown Reno in attracting Locals.
The Company believes that the Atlantis' primary competition for non-
conventioneer visitors comes from other large-scale casinos, including those
located in downtown Reno and those located away from downtown Reno, that offer
amenities that appeal to middle to upper-middle income customers. The Company
competes for non-conventioneer visitors on the basis of the desirability of
its 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.
The Company believes that its location away from downtown Reno is appealing to
many customers who prefer to avoid the more congested downtown Reno area;
however, the Atlantis' location is a disadvantage in that it does not afford
the Company the ability to generate walk-in traffic, which is a significant
source of customers for most casinos located in downtown Reno.
The Company believes that the Atlantis' primary competition for
conventioneers comes from other large-scale hotel casinos in the Reno area
that actively target the convention market segment, and secondarily from other
cities on the U.S. west coast with large convention facilities and substantial
hotel capacity. The Company competes for conventioneers based on the
desirability of its 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. The Company believes that the
Atlantis' proximity to the Convention Center affords it a distinct competitive
advantage in attracting conventioneers.
The Atlantis also competes for gaming customers with hotel casino
operations located in other parts of Nevada, especially Las Vegas and Lake
Tahoe, and with hotel casinos, Indian casinos, and riverboat casinos located
elsewhere throughout the United States and the world. The Company believes
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 California.
The Company believes that the legalization of unlimited land-based casino
gaming in or near any major metropolitan area in the Atlantis' key marketing
areas, such as San Francisco or Sacramento, could have a material adverse
effect on its business.
DEVELOPMENT ACTIVITIES
During the fiscal years ended December 31, 1996, 1995, and 1994, the
Company's expenditures for development activities totaled $.1 million, $.3
million, and $1.9 million, respectively. Substantially all of the 1994
expenditures, and slightly more than one-half of the 1995 expenses were
related to the Company's unsuccessful pursuit of a gaming license in Indiana,
which the Company sought in order to proceed with the development of a
dockside riverboat casino project in Gary, Indiana. The remainder of the 1995
expenses were related to the Company's unsuccessful pursuit of a lease with
the City of St. Louis, Missouri, which the Company sought in order to proceed
with the development of a dockside riverboat casino complex on the Mississippi
river in downtown St. Louis. A majority of the expenses incurred in 1996 were
carrying costs associated with a marine vessel owned by the Company.
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REGULATION AND LICENSING
Nevada Gaming Regulation
The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) the Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, "Nevada Act"); and (ii) various local regulation.
The Company's gaming operations are subject to the licensing and regulatory
control of the Nevada Gaming Commission ("Nevada Commission"), the Nevada
State Gaming Control Board ("Nevada Board"), and the Reno City Council ("Reno
Board"). The Nevada Commission, the Nevada State Gaming Control Board, and
the Reno Board are collectively referred to as the "Nevada Gaming
Authorities."
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) 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; (iv) the prevention of
cheating and fraudulent practices; and (v) to provide 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 the Company's
gaming operations.
Golden Road, which operates the Atlantis, is required to be licensed by
the Nevada Gaming Authorities. The gaming license requires the periodic
payment of fees and taxes and is not transferable. The Company is registered
by the Nevada Commission as a publicly traded corporation ("Registered
Corporation") and as such, it is required periodically to submit detailed
financial and operating reports to the Nevada Commission and furnish any other
information which the Nevada 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.
The Company and Golden Road 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, the Company or Golden
Road in order to determine whether such 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. Officers, directors and key employees of the Company who
are actively and directly involved in gaming activities of Golden Road may be
required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may deny an application for licensing for any
cause which 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. The applicant for licensing
or a finding of suitability must pay all the costs of the investigation.
Changes in licensed positions must be reported to the Nevada Gaming
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Authorities and in addition to their authority to deny an application for a
finding of suitability or licensure, the Nevada Gaming Authorities 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 the Company or Golden Road, the companies involved would
have to sever all relationships with such person. In addition, the Nevada
Commission may require the Company or Golden Road to terminate the employment
of any person who refuses to file appropriate applications. Determinations of
suitability or of questions pertaining to licensing are not subject to
judicial review in Nevada.
The Company and Golden Road are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by Golden Road
must be reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by Golden Road,
the gaming licenses it holds could be limited, conditioned, suspended or
revoked, subject to compliance with certain statutory and regulatory
procedures. In addition, Golden Road, the Company, and the persons involved
could be subject to substantial fines for each separate violation of the
Nevada Act at the discretion of the Nevada Commission. Further, a supervisor
could be appointed by the Nevada Commission to operate the Company's gaming
properties and, under certain circumstances, earnings generated during the
supervisor's appointment (except for the reasonable rental value of the
Company's gaming properties) could be forfeited to the State of Nevada.
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 the Company's gaming operations.
Any beneficial holder of the Company's voting securities, regardless of
the number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the Company's
voting securities determined if the Nevada 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 Gaming Act requires any person who acquires more than 5% of
the Company's voting securities to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10%
of the Company's voting securities apply to the Nevada Commission for a
finding of suitability within 30 days after the Chairman of the Nevada Board
mails the written notice requiring such filing. Under certain circumstances,
an "institutional investor," as defined in the Nevada Act, which acquires more
than 10%, but not more than 15%, of the Company's voting securities may apply
to the Nevada Commission for a waiver of such finding of suitability if such
institutional investor holds the voting securities for investment purposes
only. An institutional investor shall not be deemed to hold voting securities
for investment purposes unless the voting 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 the board of directors of the Company, any change in the
Company's corporate charter, bylaws, management, policies or operations of the
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Company, or any of its gaming affiliates, or any other action which the Nevada
Commission finds to be inconsistent with holding the Company's voting
securities for investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) 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 (iii) such other activities as the
Nevada 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 Commission
or the Chairman of the Nevada 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 Commission may be guilty of a criminal offense. The Company is
subject to disciplinary action if, after it receives notice that a person is
unsuitable to be a stockholder or to have any other relationship with such
Company or Golden Road, the Company (i) pays that person any dividend or
interest upon voting securities of the Company, (ii) allows that person to
exercise, directly or indirectly, any voting right conferred through
securities held by that person, (iii) pays remuneration in any form to that
person for services rendered or otherwise, or (iv) fails to pursue all lawful
efforts to require such unsuitable person to relinquish his voting securities
for cash at fair market value.
The Nevada 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 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 Commission, it: (i) pays to the unsuitable
person any dividend, interest, or any distribution whatsoever; (ii) recognizes
any voting right by such unsuitable person in connection with such securities;
(iii) pays the unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption, conversion,
exchange, liquidation or similar transaction.
The Company is required to maintain a current stock ledger in Nevada
which may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by 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. The Company is also required to render
maximum assistance in determining the identity of the beneficial owner. The
Nevada Commission has the power to require the Company's stock certificates to
bear a legend indicating that the securities are subject to the Nevada Act.
-11- <PAGE>
The Company may not make a public offering of its securities without the
prior approval of the Nevada 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 such
purposes. Such approval does not constitute a finding, recommendation or
approval by the Nevada Commission or the Nevada Board as to the accuracy or
adequacy of the prospectus or the investment merits of the securities. Any
representation to the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission in
a variety of stringent standards prior to assuming control of such Registered
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated
and licensed as part of the approval process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada gaming licensees, and Registered Corporations that
are affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada 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: (i) assure the financial stability of corporate gaming operators
and their affiliates; (ii) preserve the beneficial aspects of conducting
business in the corporate form; and (iii) promote a neutral environment for
the orderly governance of corporate affairs. Approvals are, in certain
circumstances, required from the Nevada Commission before the Company can make
exceptional repurchases of voting securities above the current market price
thereof and before a corporate acquisition opposed by management can be
consummated. The Nevada Act also requires prior approval of a plan of
recapitalization proposed by the Company's Board of Directors in response to a
tender offer made directly to the Registered Corporation's stockholders for
the purposes of acquiring control of the Registered Corporation.
Licensee fees and taxes computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A
casino entertainment tax is also paid by casino operations where entertainment
is furnished in connection with the selling of food or refreshments. Nevada
licensees that hold a license as an operator of a slot route, a manufacturer
or a distributor also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed, registered, required
to be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside
of Nevada is required to deposit with the Nevada Board, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the expenses of
investigation of the Nevada Board of their participation in such foreign
-12- <PAGE>
gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, Licensees are required to
comply with certain reporting requirements imposed by the Nevada Act. A
licensee is also subject to disciplinary action by the Nevada Commission if it
knowingly violates any laws of the foreign jurisdiction pertaining to the
foreign gaming operation, fails to conduct the foreign gaming operation in
accordance with the standards of honesty and integrity required of Nevada
gaming operations, engages in activities that are harmful to the State of
Nevada or its ability to collect gaming taxes and fees, or employs a person in
the foreign operation who has been denied a license or finding of suitability
in Nevada on the ground of personal unsuitability.
EMPLOYEES
As of March 20, 1997, the Company had approximately 1,227 employees,
approximately 1,114 of which were full-time employees. None of the Company's
employees are covered by collective bargaining agreements. The Company
believes that its relationship with its employees is good.
ITEM 2. PROPERTIES
The Company's properties consist of:
(a) The approximately 13 acre site in Reno, Nevada on which the
Atlantis is situated, including the hotel towers, casino, restaurant
facilities and surrounding parking. These 13 acres are, in part or in whole,
held subject to trust deed encumbrances in favor of financial institutions and
seller financing totaling approximately $38.7 million as of March 20, 1997.
(b) An approximately 16 acre site in Reno, Nevada adjacent to the
Atlantis, approximately four acres of which is paved and used for valet and
overflow customer parking and the remainder of which is undeveloped. This
site is suitable and available for future expansion of the Atlantis
facilities, parking, or complimentary resort and/or entertainment amenities.
The Company has not determined what the ultimate use of this site will be.
These 16 acres are held subject to a trust deed encumbrance in the approximate
amount of $36.8 million as of March 20, 1997, which amount is also secured by
the 13 acre site. See Item 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital
Resources."
ITEM 3. LEGAL PROCEEDINGS
Choice Hotels International, Inc. v. Golden Road Motor Inn, Inc., Case
No. PJM 96-1091, instituted April 10, 1996, in the United States District
Court for the District of Maryland. Choice is seeking a declaratory judgment
regarding the Choice Agreement under which the Company, until April 28, 1996,
operated its Reno hotel casino as a Clarion(TM) hotel. Specifically Choice
seeks a declaratory judgment as to (i) the effectiveness of a proposed 1993
modification to the Choice Agreement, (ii) the term of the Choice Agreement,
(iii) the expansion fee provided under the Choice Agreement, and (iv) the date
on which the Choice Agreement was terminable. Management intends to defend
vigorously this action and believes that the Company was entitled to terminate
the Choice Agreement as of April 28, 1996.
On April 26, 1994 and May 10, 1994, complaints ("Complaints") in
purported class action lawsuits (William Poulos v. Caesars World, Inc. et al.,
-13- <PAGE>
Case No. 94-478-Civ-Orl-22 and William H. Ahern v. Caesars World, Inc. et al.,
Case No. 94-532-Civ-Orl-22, respectively) were filed in the United States
District Court, Middle District of Florida, against 41 manufacturers,
distributors and casino operators of video poker and electronic slot machines,
including the Company. The Complaints allege that the defendants have engaged
in a course of conduct intended to induce persons to play such games based on
a false belief concerning how the gaming machines operate, as well as the
extent to which there is an opportunity to win on a given play. The
Complaints allege violations of the Racketeer Influenced and Corrupt
Organizations Act (the "RICO Act"), as well as claims of common law fraud,
unjust enrichment and negligent misrepresentation, and seek damages in excess
of $1 billion without any substantiation of that amount. The Company filed
motions to dismiss the Complaints. The Nevada District Court dismissed the
Complaints, granting leave to plaintiffs to refile, and denying as moot all
other pending motions, including those of the Company. The plaintiffs filed
an amended complaint on or about May 31, 1996. The Company renewed its
motions to dismiss based on abstraction and related doctrines, and joined in
the motions to dismiss filed by other defendants, which were based on defects
in the pleadings. The Nevada District Court consolidated the actions (and one
other in which the Company is not a named defendant), ordered plaintiffs to
file a consolidated amended complaint on or before February 14, 1997, and
ordered all defense motions, including those of the Company, withdrawn without
prejudice. The parties have established a steering committee to address
motion practice, scheduling and discovery matters. Management believes that
the substantive allegations in the Complaint are without merit and that the
consolidated amended complaint will be subject to the same defects addressed
in earlier motions, and intends vigorously to defend the allegations. The
Complaints were consolidated and transferred to the United States District
Court for the District of Nevada. Management believes that the Complaints are
without merit and intends vigorously to defend the allegations.
On September 26, 1995, a complaint in a purported class action lawsuit
(Larry Schrier v. Caesars World, Inc. et al., Case No. 95-923-LDG (RJJ)) was
filed in the United States District Court for the District of Nevada, Southern
District against four manufacturers, three distributors and 38 casino
operators, including the Company, that manufacture, distribute or offer for
play video poker and electronic slot machines. The plaintiff allegedly
intends to seek class certification of the interests he claims to represent.
The complaint alleges that the defendants have engaged in a course of conduct
intended to induce persons to play such games based on a false belief
concerning how the gaming machines operate, as well as the extent to which
there is an opportunity to win on a given play. The complaint alleges
violations of the RICO Act, as well as claims of common law fraud, unjust
enrichment and negligent misrepresentation, and seeks damages in excess of $1
billion without any substantiation of that amount. The complaint is similar
to the Complaints. The Company filed a motion to dismiss the complaint. The
plaintiff's attempts to consolidate this action with the Complaints were not
successful. The court entered an order granting the motions to dismiss based
upon defects in the pleadings, and denying as moot all other pending motions,
including those of the Company. The court granted the plaintiff until
September 30, 1996 within which to file an amended complaint that complies
with the applicable pleading requirements. The plaintiff filed an amended
complaint that complies with the applicable pleading requirements. The
plaintiff filed an amended complaint on or about September 30, 1996. The
Company renewed its motion to dismiss based upon abstention and related
doctrines, and based upon defects in the pleadings. Management believes that
-14- <PAGE>
the complaint is without merit and intends vigorously to defend the
allegations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of fiscal 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The Company's common stock trades on the Nasdaq National Market
tier of The Nasdaq Stock Market under the symbol: "MCRI". The following table
sets forth the high and low sales prices of the Company's common stock, as
reported by the Nasdaq National Market, during the periods indicated.
<TABLE>
<CAPTION>
1996 1995
------------- -------------
High Low High Low
------ ------ ------ ------
<S> <C> <C> <C> <C>
First quarter........... 4 1/2 3 1/4 6 3 7/8
Second quarter.......... 4 1/8 3 5/16 6 1/4 4 1/4
Third quarter........... 4 3/8 2 3/4 6 1/4 4 3/4
Fourth quarter.......... 3 1/4 2 6 3 1/2
</TABLE>
(b) As of March 21, 1997, there were approximately 169 holders of
record of the Company's common stock, and approximately 1,400 beneficial
stockholders.
(c) The Company paid no dividends in 1996 or 1995. The Company
presently intends to retain earnings to finance the operation and expansion of
its business and does not anticipate declaring cash dividends in the
foreseeable future. The Company's bank loan agreement contains provisions
restricting the amount of funds that Golden Road can transfer to Monarch in
the form of dividends, loans or advances, which constricts the Company's
ability to pay dividends, and the bank loan agreement also contains provisions
specifically prohibiting the Company from paying dividends to its
stockholders. See Item 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION, Liquidity and Capital Resources," and Item
8, "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, Notes to Consolidated
Financial Statements."
-15- <PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------
(In thousands except per share amounts) 1996<F1> 1995<F2> 1994 1993 1992
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS
Casino revenues $31,836 $30,072 $20,306 $15,856 $13,501
Other revenues 29,476 30,099 21,482 15,330 12,733
--------------------------------------------
Gross revenues 61,312 60,171 41,788 31,186 26,234
Promotional allowances (7,676) (6,772) (5,348) (3,974) (3,076)
--------------------------------------------
Net revenues 53,636 53,399 36,440 27,212 23,158
Income from operations 6,049 6,351 636 3,985 3,525
Income (loss) before income taxes 1,298 2,323 (1,393) 1,961 1,223
Net income (loss) 830 1,564 (722) 970 1,223
Pro forma net income (unaudited) - - - 508 -
- ----------------------------------------------------------------------------------------
Net income (loss) per share;
pro forma in 1993 $ 0.09 $ 0.16 $ (0.08) $ 0.06
Weighted average
common shares outstanding 9,502 9,536 9,536 8,070
- ----------------------------------------------------------------------------------------
OTHER DATA
EBITDA<F3> 10,191 10,370 3,372 5,657 4,938
Depreciation and amortization 4,142 4,020 2,736 1,672 1,413
Interest expense 3,627 4,087 2,330 2,024 2,302
Capital expenditures<F4> 2,838 2,148 31,384 7,338 2,513
- ----------------------------------------------------------------------------------------
BALANCE SHEET DATA
Total assets $67,379 $69,269 $69,344 $37,946 $31,797
Current maturities of long-term debt 3,487 3,993 5,387 844 912
Long-term debt, less current maturities 37,602 39,069 41,357 15,547 27,307
Stockholders' equity<F5> 19,001 18,435 16,871 17,593 829
<FN>
<F1> 1996 includes non-cash fixed asset impairment charges of $1.3 million (before
minority interests).
<F2> 1995 includes a $433 thousand provision for litigation expenses related to two
unfavorable judgments rendered in unrelated cases, and a $459 thousand charge
for asset impairment associated with changing the name of the Company's hotel
casino to the Atlantis.
<F3> "EBITDA" consists of income from operations plus depreciation and amortization.
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, or as an alternative to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) as a measure of liquidity. This item enables comparison of the
Company's performance with the performance of other companies that report EBITDA.
<F4> Includes amounts financed with debt or capitalized lease obligations.
<F5> The Company paid no dividends during the five year period ended December 31, 1996.
</FN>
</TABLE>
-16- <PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein contains statements that may be
considered forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, such as statements relating to anticipated
expenses, capital spending and financing sources. Such forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking statements made
herein. These risks and uncertainties include, but are not limited to, those
relating to competitive industry conditions, Reno-area tourism conditions,
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), the regulation of the gaming
industry (including actions affecting licensing), outcome of litigation,
domestic or global economic conditions and changes in federal or state tax
laws or the administration of such laws.
RESULTS OF OPERATIONS
1996 Compared with 1995
For the year ended December 31, 1996, after non-cash fixed asset
impairment charges of $1.3 million (before minority interests), the Company
earned $830 thousand, or $.09 per share, compared to $1.6 million, or $.16 per
share, for the year ended December 31, 1995. Without the non-cash impairment
charges, Monarch's earnings in 1996 would have been approximately $.17 per
share. The impairment losses were recognized on a marine vessel owned by a
subsidiary of the Company, which the Company had intended to use as a
riverboat gaming vessel.
Net revenues for 1996 totaled $53.6 million, virtually unchanged from
$53.4 million for 1995, while operating costs and expenses rose to $47.6
million in 1996 from $47.0 million in 1995. The Company's operating expense
margin (operating expenses as a percentage of net revenues) for 1996 was
88.7%, compared to 88.1% for 1995, resulting in a drop in income from
operations to $6.0 million in 1996 from $6.4 million in 1995. The Company's
1996 results reflect intensified competitive conditions in the Reno area
market brought about by substantial increases in the market's hotel room
capacity during the last half of 1995 and the first quarter of 1996, as well
as the name change at the Company's Atlantis Casino Resort completed in the
1996 second quarter. The Company's results were most acutely impacted by room
rate pressures and increased marketing expenditures necessitated by the name
change and the heightened competitive environment. The Company's results were
also adversely impacted during the 1996 fourth quarter by unusually harsh
winter weather conditions in the Reno area during the period between Christmas
and New Year's eve, which is typically one of the busiest periods of the year
at the Company's Atlantis Casino Resort.
Casino revenues increased 5.9% in 1996 compared to 1995, driven by
improvements in both slot and table game win. Slot and video poker machines
("slot machines") contributed approximately 75% of casino revenue in both 1996
and 1995. Slot win increased approximately 4.0% in 1996 compared to 1995, due
to an increase in the average daily win per slot machine. Table game win
increased approximately 15.2% in 1996 compared to 1995, primarily due to a
-17- <PAGE>
higher table game hold percentage during 1996. It has been the Company's
experience that table game win is reasonably predictable over time, but can
vary considerably over shorter periods, especially with respect to play from
higher-level wagerers.
The dominance held by slot machines in the Company's casino revenue mix
is largely by design, as the Company has traditionally found slot machines to
be more profitable than table games, and subject to less volatility.
Nonetheless, table games remain a very important product offering for the
Company, and the Company actively markets to table game customers.
Casino operating expenses amounted to 45.3% of casino revenues during
1996, compared to 43.1% in 1995, with the higher expense levels during 1996
due primarily to higher levels of promotional allowance costs during 1996.
Hotel revenues declined 10.4% in 1996 compared to 1995, due to a 2.5
point decline in the Atlantis' average occupancy rate and a 8.9% decline in
the average daily room rate. During 1996, the Atlantis had an average
occupancy rate of 88.7%, compared to 91.2% in 1995. The Atlantis' average
daily room rate in 1996 was $49.90, compared to $54.78 in 1995. The drop in
hotel revenues in 1996 was the result of room rate pressures in the Reno area
market, lower levels of convention activity in 1996 than in 1995, and high
levels of activity at the National Bowling Stadium in downtown Reno during
1995. The Company believes that a large, long-duration bowling tournament
held at the National Bowling Stadium in downtown Reno positively impacted its
average hotel occupancy and average daily room rate during 1995. The National
Bowling Stadium did not hold any tournaments similar in scale or duration in
1996.
Hotel operating expenses in 1996 equaled 36.6% of hotel revenues,
compared to 39.7% in 1995, with the decrease primarily due to lower levels of
licensing fees paid to Choice in 1996. Included in hotel operating expenses
are fees paid to Choice of $213 thousand and $617 thousand in 1996 and 1995,
respectively, under the Company's licensing agreement with Choice. The
Company exercised its option to terminate its licensing agreement with Choice
on April 28, 1996.
Food and beverage revenues totaled $17.4 million in 1996, compared to
$17.3 million in 1995. Food and beverage operating expenses during 1996
amounted to 55.8% of food and beverage revenues, compared to 61.4% in 1995,
with the improvement due primarily to lower food costs and improved operating
efficiency.
Other revenues increased to $2.3 million in 1996, compared to $1.9
million in 1995. The increase primarily reflects the inclusion in the 1996
second quarter of non-recurring income items totaling approximately $300
thousand. Other expenses for 1996 amounted to 17.5% of other revenues,
compared to 19.2% in 1995, primarily reflecting the non-recurring items, for
which there were no corresponding expenses.
Selling, general and administrative expenses amounted to 28.4% of net
revenues in 1996, compared to 26.2% in 1995. The increase primarily reflects
increased marketing costs incurred in response to heightened competitive
conditions in the Reno area market during the 1996 period, as well as name
change costs incurred in the 1996 period. Included in the 1995 figure is
approximately $433 thousand in one-time litigation costs related to two
unfavorable judgments rendered in unrelated cases. The Company also recorded
-18- <PAGE>
a one-time charge in the fourth quarter of 1995 in the amount of $459 thousand
for asset impairment associated with changing the name of the Atlantis.
Gaming development costs for 1996 totaled $87 thousand, down from $298
thousand in 1995. A majority of the expenses incurred in 1996 were carrying
costs associated with a marine vessel owned by the Company. The 1995
expenditures were related to the Company's unsuccessful efforts to secure a
gaming license in Gary, Indiana and development efforts in St. Louis,
Missouri.
Interest expense for 1996 totaled $3.6 million, compared to $4.1 million
in 1995, reflecting lower average outstanding debt and lower average interest
costs during 1996.
The Company recorded non-cash fixed asset impairment loss charges
totaling $1.3 million in 1996, which were offset by a minority interest in the
net loss of a consolidated subsidiary of $206 thousand. The impairment losses
were recognized on a marine vessel owned by a subsidiary of the Company, which
the Company had intended to use as a riverboat gaming vessel.
1995 Compared with 1994
Net revenues for 1995 totaled $53.4 million, up 47% from $36.4 million
for 1994. The increase in net revenues particularly, and the improvement in
overall results generally, primarily reflects the additional capacity added to
the Atlantis with the 1994 Expansion, which was substantially completed in
September 1994. The Company had the full benefit of the expanded facilities
for the entire year during 1995, whereas the expanded facilities were fully
operational for less than four months in 1994. The Company's results were
also negatively impacted in 1994 by disruptions from construction activities.
Operating costs and expenses for 1995 totaled $47.0 million, compared to
$35.8 million for 1994. The Company's operating expense margin (operating
expenses as a percentage of net revenues) for 1995 was 88.1%, compared to
98.3% for 1994. As a result of the improvement in the operating expense
margin, income from operations rose to $6.4 million in 1995, a nearly nine-
fold increase over income from operations of $.6 million in 1994. During
1994, the Company incurred and expensed significant pre-opening costs and
other expenses associated with the 1994 Expansion, whereas no such costs or
expenses were incurred during 1995. The Company also incurred substantially
higher costs related to development activities during 1994 than during 1995,
as discussed below. During the last half of 1995, however, the Company
experienced moderately higher labor and marketing costs, as compared to the
same periods in 1994, as competition for quality employees and customers
intensified with the July 1995 opening of a large new hotel casino competitor
in downtown Reno.
Casino revenues increased 48.1% in 1995 compared to 1994, driven
primarily by improvements in both slot and table game win. Slot and video
poker machines ("slot machines") contributed approximately 75% of casino
revenue in both 1995 and 1994. Slot win increased approximately 49.9% in 1995
compared to 1994 due to a 35.9% increase in the average number of slot
machines on the Atlantis' gaming floor, combined with a 10.3% increase in the
average daily win per slot machine. Table game win increased approximately
38.2% in 1995 compared to 1994, owing to an approximately 45.7% increase in
table game drop, which was partially offset by a moderate decline in table
game hold. The decline in table game hold for 1995 was primarily due to an
-19- <PAGE>
unusually low hold percentage during the 1995 fourth quarter. It has been the
Company's experience that table game win is reasonably predictable over time,
but can vary considerably over shorter periods, especially with respect to
play from higher-level wagerers.
The dominance held by slot machines in the Company's casino revenue mix
is largely by design, as the Company has traditionally found slot machines to
be more profitable than table games, and subject to less volatility.
Nonetheless, table games remain a very important product offering for the
Company, and the Company actively markets to table game customers.
During 1995, casino operating expenses amounted to 43.1% of casino
revenues, compared to 49.5% in 1994. Management believes this improvement is
primarily due to efficiencies and economies of scale resulting from the 1994
Expansion.
Hotel revenues in 1995 increased 48.1% over 1994, due to a 38.5% increase
in the number of rooms available, and a 7.1% increase in the average daily
room rate. During 1995, the Atlantis had an average occupancy rate of 91.2%,
compared to 91.3% in 1994. The Atlantis' average daily room rate in 1995 was
$54.78, compared to $51.16 in 1994. The Company believes that a large, long-
duration bowling tournament held at the National Bowling Stadium in downtown
Reno positively impacted its average hotel occupancy and average daily room
rate during 1995.
Hotel operating expenses in 1995 equaled 39.7% of hotel revenues,
compared to 38.9% in 1994. The Company believes the slight increase in the
hotel expense margin was attributable primarily to increased labor costs
resulting from heightened competition for employees among Reno hotel casinos
in the latter half of 1995. Included in hotel operating expenses are fees
paid to Choice of $617 thousand and $396 thousand in 1995 and 1994,
respectively, under the Company's former licensing agreement with Choice.
Food and beverage revenues rose 30.9% in 1995 compared to 1994, due
primarily to increased capacity in the Atlantis' food outlets. Two new
restaurants were added with the 1994 Expansion of the Atlantis, the 52-seat
soda fountain, which opened in September 1994, and the 300-seat Toucan
Charlie's Buffet & Grille, which opened in April 1994, and was expanded in
August 1994. Food and beverage operating expenses during 1995 amounted to
61.4% of food and beverage revenues, compared to 63.0% in 1994, with the
improvement owing to operating efficiencies realized in the Atlantis' food
departments during 1995.
Other revenues during 1995 increased 110.5% from 1994, primarily as a
result of revenues from the Atlantis' family fun center, which was opened in
the 1994 third quarter, and from increased sales in the Atlantis' gift shop.
Other expenses for 1995 amounted to 19.2% of other revenues, compared to 15.1%
in 1994, primarily reflecting the addition of the family fun center.
Selling, general and administrative expenses amounted to 26.2% of net
revenues in 1995, compared to 27.0% in 1994. Included in the 1995 figure is
approximately $433 thousand in one-time litigation costs related to two
unfavorable judgments rendered in unrelated cases. The Company also recorded
a one-time charge in the fourth quarter of 1995 in the amount of $459 thousand
for asset impairment associated with changing the name of the Atlantis.
-20- <PAGE>
Gaming development costs for 1995 totaled $298 thousand, down from $1.9
million in 1994. Substantially all of the development expenditures in 1994,
and slightly more than one-half of the 1995 expenditures were related to the
Company's unsuccessful efforts to secure a gaming license in Gary, Indiana.
The substantial majority of the remaining 1995 expenses were related to the
Company's development efforts in St. Louis, Missouri.
Depreciation and amortization expenses increased commensurably with the
increase in the Company's fixed assets resulting from the 1994 Expansion. In
1995, depreciation and amortization expenses totaled $4.0 million, compared
with $2.7 million in 1994.
Interest expense for 1995 totaled $4.1 million, compared to $2.3 million
in 1994. The increase in 1995 is primarily due to an increase in the average
outstanding debt of the Company, which was incurred to finance the 1994
Expansion.
Net income for 1995 was $1.6 million, compared to a net loss of $(722)
thousand in 1994, primarily reflecting improved operating results at the
Atlantis and the high level of development expenses in 1994.
OTHER FACTORS AFFECTING CURRENT AND FUTURE RESULTS
Since July 1995, approximately 3,450 hotel rooms have been added to the
Reno area market, and expansion plans and new construction projects have been
announced by several hotel casinos now operating in the Reno market, as well
as by potential new entrants to the market. As a result of the additional
supply, competition has intensified considerably in the Reno market. As a
result of the heightened level of competition, the Company's marketing costs
have increased, as the Company intensified business development activities in
response to competitive pressures, and the Company's hotel revenues have
suffered from room rate pressures brought on by the additional supply. The
Company has also experienced moderately higher labor costs as the pool of
qualified workers has tightened and hotel casinos in the Reno market have
increased wages and offered more attractive benefits in order to attract and
retain qualified workers.
Although the Company believes that the negative impact from this
heightened level of competition is transitional in nature, the Company cannot
provide any assurance that the additional competition will not materially
affect the Company's results of operations in future periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its daily hotel and casino activities
with net cash provided by operating activities. For the years 1996, 1995, and
1994, net cash provided by operating activities totaled $5.3 million, $7.1
million, and $2.2 million, respectively. During each of the three years, net
cash provided by operating activities was sufficient to fund the day to day
operating expenses of the Company.
Net cash used in investing activities, which consisted entirely of
acquisitions of property and equipment, totaled $1.5 million, $1.7 million,
and $26.5 million in 1996, 1995, and 1994, respectively. During 1996, major
capital expenditures included the renovation of substantially all 149 motor
lodge rooms at the Atlantis, as well as additions to and replacements of
gaming equipment. During 1995, major capital expenditures included the
-21- <PAGE>
purchase of a computerized slot data system at the Atlantis used primarily for
improved marketing to slot machine players, additions to and replacements of
gaming equipment, and enhancements to the Atlantis' atrium area and parking
lot. The much higher capital expenditures in 1994 were due primarily to the
1994 Expansion of the Atlantis, which was commenced in October 1993 and
substantially completed in September 1994 at an approximate total cost of $31
million (see Item 1, "BUSINESS, THE ATLANTIS CASINO RESORT"). The Company
also purchased a boat in 1994 for $1.3 million, which it had originally
intended to use in a proposed riverboat gaming project in Gary, Indiana.
Net cash provided by (used in) financing activities totaled $(3.5)
million, $(4.1) million, and $25.5 million in 1996, 1995, and 1994,
respectively. During 1996, the Company reduced its overall long-term debt by
approximately $2.0 million, following a reduction of approximately $3.7
million in 1995. The Company also repurchased 83,000 shares of its common
stock on the open market during 1996 at a total cost of $264 thousand. Net
cash provided by financing activities in 1994 primarily reflects funding for
the 1994 Expansion, which was financed with proceeds from the Company's 1993
initial public offering of common stock, proceeds from borrowings under the
reducing revolving credit facility the Company maintains with a syndicate of
banks (the "Bank Loan"), and with proceeds from vendor and equipment lease
financing.
At December 31, 1996, the outstanding balance of the Bank Loan was $38.1
million, and approximately $1.8 million was available for specified purposes,
including capital expenditures at the Atlantis. The bank loan agreement
contains provisions restricting the amount of funds Golden Road may transfer
to Monarch in the form of dividends, loans or advances, and specifically
prohibits Monarch from paying dividends to its stockholders. However, because
all of the Company's long-term debt obligations are either direct obligations
of Golden Road or joint obligations of Golden Road and Monarch, these
provisions have no material effect on the Company's liquidity. The principal
terms of the Bank Loan are summarized at Note 4 of the Notes to Consolidated
Financial Statements (see Item 8, "FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA, Notes to Consolidated Financial Statements").
The Company announced in 1995 that it had submitted plans for review and
approval of a major expansion of the Atlantis to the City of Reno. Those
plans were subsequently approved by the City of Reno substantially as
submitted (see Item 1, "BUSINESS, The Atlantis Casino Resort"). The Company
estimates that the total cost of the expansion, as approved by the City of
Reno, would be in excess of $100 million. The Company does not presently have
the capital resources to construct this expansion project, nor has it sought
or obtained financing commitments of any sort for the expansion project.
Furthermore, the Company cannot provide any assurance that financing will be
available for this project on terms acceptable to the Company, if at all. The
Company's present intention is to proceed with the preliminary planning
associated with this expansion project, and to proceed further only if market
conditions warrant the additional capacity and if financing can be arranged on
terms acceptable to the Company. The Company has not made any commitments to
proceed with this expansion project, and has the option of scaling back the
project, building it in phases, or abandoning the project altogether should it
choose to do so.
In addition to the potential funding requirements associated with the
Company's proposed expansion of the Atlantis, the Company continues to monitor
expansion opportunities at its other Reno site and elsewhere in Nevada and in
-22- <PAGE>
other jurisdictions. The decision by the Company to proceed with any
substantial project will require the Company to secure adequate financing on
acceptable terms. No assurances can be made that if such projects are pursued
that adequate financing would be available on acceptable terms, if at all.
The Company presently anticipates that its principal uses of funds in
1997, outside of day to day operational expenses, will be for maintenance
capital expenditures at the Atlantis and for principal reductions on long-term
debt. The Company believes that it is important to maintain the Atlantis as a
first class resort facility in order to compete successfully and increase its
customer base in the face of competitive pressures. The Company intends to
expend funds to maintain, renovate and refurbish the Atlantis as needed to
keep the Atlantis in such condition; however, the Company's only material
capital expenditure commitment is a requirement in the Company's bank loan
agreement that the Company expend a sum equal to or greater than 2% of the
Company's casino revenues annually on capital expenditures at the Atlantis.
The Company anticipates that required principal reductions on long-term debt
in 1997 will be approximately $3.5 million, including approximately $2.6
million due on the Bank Loan. The Company expects to be able to meet its debt
obligations, and to finance operations and capital expenditures through
internally generated cash flow and with future borrowings (including amounts
available under the Bank Loan).
The Company's Bank Loan matures in 1999, at which time the Company will
be required to repay all outstanding principal and interest owing on the Bank
Loan. The Company expects to refinance this debt on or before maturity.
The ability of the Company to meet its debt service requirements and to
finance operations and capital expenditures will be dependent on the Company's
operations, which are subject to financial, economic, competitive, regulatory,
and other factors affecting the Company, many of which are beyond its control.
While the Company expects its net cash provided by operating activities to be
sufficient to meet its expenses, including interest expenses, the Company can
provide no assurances with respect thereto. If the Company is unable to
generate sufficient cash flow, it could be required to adopt one or more
alternatives, such as reducing, delaying or eliminating planned capital
expenditures, selling assets, restructuring debt or obtaining additional
equity capital.
On April 10, 1995, the Company announced that its Board of Directors
authorized the open market repurchase of up to 200,000 shares of the Company's
common stock. As of March 20, 1997, the Company had repurchased 83,000 shares
on the open market. The Company has funded the purchases made to date and
intends to fund any future repurchases from cash on hand.
-23-<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BOARD OF DIRECTORS
MONARCH CASINO & RESORT, INC.
We have audited the accompanying consolidated balance sheets of Monarch
Casino & Resort, Inc. as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. as of December 31, 1996 and 1995, and the
consolidated results of its operations and its consolidated cash flows for
each of the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/Grant Thornton LLP
Reno, Nevada
January 31, 1997
-24- <PAGE>
MONARCH CASINO & RESORT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Casino................................ $ 31,836,177 $ 30,071,556 $ 20,305,612
Food and beverage..................... 17,410,800 17,254,440 13,186,173
Hotel................................. 9,811,353 10,955,326 7,397,827
Other................................. 2,253,393 1,889,858 897,911
------------ ------------ ------------
Gross revenues..................... 61,311,723 60,171,180 41,787,523
Less promotional allowances........... (7,675,567) (6,772,428) (5,347,617)
------------ ------------ ------------
Net revenues....................... 53,636,156 53,398,752 36,439,906
------------ ------------ ------------
Operating expenses
Casino................................ 14,422,670 12,956,305 10,052,193
Food and beverage..................... 9,714,389 10,597,878 8,311,594
Hotel................................. 3,595,239 4,349,072 2,876,446
Other................................. 394,256 363,496 135,497
Selling, general and administrative... 15,231,945 14,004,212 9,831,354
Depreciation and amortization......... 4,141,528 4,019,602 2,735,996
Impairment of assets.................. - 459,323 -
Gaming development costs.............. 86,966 298,310 1,860,656
------------ ------------ ------------
Total.............................. 47,586,993 47,048,198 35,803,736
------------ ------------ ------------
Income from operations............. 6,049,163 6,350,554 636,170
------------ ------------ ------------
Other income (expense)
Interest expense...................... (3,626,980) (4,087,093) (2,330,483)
Loss on disposal of assets............ - - (78,398)
Impairment loss on fixed assets....... (1,330,592) - -
Minority interests in net loss of
consolidated subsidiaries............ 206,456 59,662 380,194
------------ ------------ ------------
Total.............................. (4,751,116) (4,027,431) (2,028,687)
------------ ------------ ------------
Income (loss) before income taxes.. 1,298,047 2,323,123 (1,392,517)
Income tax expense (benefit)............ 468,179 758,900 (670,405)
------------ ------------ ------------
Net income (loss).................. $ 829,868 $ 1,564,223 $ (722,112)
============ ============ ============
Net income (loss) per share........ $ 0.09 $ 0.16 $ (0.08)
============ ============ ============
Weighted average common
shares outstanding................ 9,501,658 9,536,275 9,536,275
============ ============ ============
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-25- <PAGE>
MONARCH CASINO & RESORT, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash........................................ $ 4,021,952 $ 3,644,363
Receivables, net............................ 519,215 503,283
Inventories................................. 362,193 315,556
Prepaid expenses............................ 1,188,650 1,214,846
Deferred income taxes....................... 1,351,000 837,000
------------ ------------
Total current assets..................... 7,443,010 6,515,048
------------ ------------
Property and equipment
Land........................................ 10,339,530 10,359,792
Buildings................................... 36,428,415 37,748,526
Furniture and equipment..................... 22,563,156 20,511,243
Improvements................................ 4,855,481 4,780,000
------------ ------------
74,186,582 73,399,561
Less accumulated
depreciation and amortization.............. (15,267,331) (11,726,226)
------------ ------------
Net property and equipment............... 58,919,251 61,673,335
------------ ------------
Other assets.................................. 1,016,711 1,080,360
------------ ------------
$ 67,378,972 $ 69,268,743
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........ $ 3,487,169 $ 3,993,447
Accounts payable............................ 2,817,766 3,581,469
Accrued expenses............................ 2,644,056 2,396,262
------------ ------------
Total current liabilities................ 8,948,991 9,971,178
Long-term debt, less current maturities....... 37,602,075 39,069,071
Deferred income taxes......................... 1,827,000 1,587,000
Minority interests............................ - 206,456
Commitments and contingencies................. - -
Stockholders' equity
Preferred stock, $.01 par value, 10,000,000
shares authorized; none issued............. - -
Common stock, $.01 par value, 30,000,000
shares authorized; 9,536,275 issued;
9,453,275 and 9,536,275 outstanding........ 95,363 95,363
Additional paid-in capital.................. 17,008,779 17,008,779
Treasury stock.............................. (264,000) -
Retained earnings........................... 2,160,764 1,330,896
------------ ------------
Total stockholders' equity............... 19,000,906 18,435,038
------------ ------------
$ 67,378,972 $ 69,268,743
============ ============
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-26- <PAGE>
MONARCH CASINO & RESORT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
-------------------- Additional Retained
Shares Paid-in Earnings Treasury
Outstanding Amount Capital (Deficit) Stock Total
----------- -------- ------------ ----------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1994 9,536,275 $ 95,363 $ 17,008,779 $ 488,785 $ - $ 17,592,927
Net loss - - - (722,112) (722,112)
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1994 9,536,275 95,363 17,008,779 (233,327) - 16,870,815
Net income - - - 1,564,223 1,564,223
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1995 9,536,275 95,363 17,008,779 1,330,896 - 18,435,038
Net income - - - 829,868 829,868
Treasury stock acquired,
at cost (83,000) (264,000) (264,000)
----------- -------- ------------ ----------- --------- ------------
Balance, December 31, 1996 9,453,275 $ 95,363 $ 17,008,779 $ 2,160,764 $(264,000) $ 19,000,906
=========== ======== ============ =========== ========= ============
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-27- <PAGE>
MONARCH CASINO & RESORT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.(loss)............................ $ 829,868 $ 1,564,223 $ (722,112)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization.............. 4,141,528 4,019,602 2,735,996
Impairment loss on fixed assets............ 1,330,592 - -
(Gain) loss on disposal of assets.......... (22,862) - 78,398
Impairment of assets....................... - 459,323 -
(Increase) decrease in receivables, net.... (15,932) 78,895 (423,805)
Increase in inventories.................... (46,637) (825) (112,211)
(Increase) decrease in prepaid expenses.... 26,196 (21,271) (838,948)
Increase in deferred income tax asset...... (514,000) (679,000) (134,000)
(Increase) decrease in other assets........ 63,649 (313,084) (109,197)
Increase (decrease) in due to
related parties.......................... - (404,603) 404,603
Increase (decrease) in accounts payable.... (763,703) 1,110,392 288,334
Increase in accrued expenses............... 247,794 318,838 1,037,843
Increase (decrease) in deferred
income tax liability..................... 240,000 1,077,000 (230,000)
Increase (decrease)
in minority interests.................... (206,456) (59,662) 266,118
------------ ------------ ------------
Net cash provided by
operating activities..................... 5,310,037 7,149,828 2,241,019
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets................. 142,569 - 55,782
Acquisition of property and equipment........ (1,593,865) (1,707,028) (26,537,056)
------------ ------------ ------------
Net cash used in investing activities..... (1,451,296) (1,707,028) (26,481,274)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from long-term borrowings........... 500,000 11,395,899 27,374,529
Principal payments on long-term debt......... (3,717,152) (15,518,419) (1,868,289)
Acquisition of treasury stock................ (264,000) - -
------------ ------------ ------------
Net cash provided by
(used in) financing activities.......... (3,481,152) (4,122,520) 25,506,240
------------ ------------ ------------
Net increase (decrease) in cash........... 377,589 1,320,282 1,265,985
Cash at beginning of period.................... 3,644,363 2,324,081 1,058,096
------------ ------------ ------------
Cash at end of period.......................... $ 4,021,952 $ 3,644,363 $ 2,324,081
============ ============ ============
Supplemental disclosure of
cash flow information:
Cash paid for interest, net of
capitalized interest....................... $ 3,773,617 $ 4,073,153 $ 2,160,505
Capitalized interest......................... - - 488,939
Cash paid for income taxes................... 587,542 326,153 -
Supplemental schedule of non-cash
investing and financing activities:
The Company financed the purchase of property
and equipment in the following amounts...... 1,243,878 441,065 4,846,797
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
-28- <PAGE>
MONARCH CASINO & RESORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 1996, 1995, and 1994
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reorganization and Basis of Presentation
Monarch Casino & Resort, Inc. ("Monarch") was incorporated in 1993.
Golden Road Motor Inn, Inc., dba Atlantis Casino Resort ("Golden Road")
operates a hotel and casino in Reno, Nevada. Unless stated otherwise, the
"Company" refers collectively to Monarch Casino & Resort, Inc., its wholly
owned subsidiary Golden Road, and majority owned subsidiaries, Dunes-Marina
Resort and Casino, Inc. ("Monarch-Marina"), formed in December 1993, and Sea
World Processors, Inc. ("Sea World"), purchased in February 1994.
The consolidated financial statements include the accounts of Monarch,
Golden Road, Monarch-Marina and Sea World, and eliminate intercompany balances
and transactions in a manner similar to a pooling of interests.
In preparing these financial statements in conformity with 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.
Inventories
Inventories, consisting primarily of food and beverages, are stated at
the lower of cost or market. Cost is determined on a first-in, first-out
basis.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation
and amortization. Since inception, property and equipment have been
depreciated principally on an accelerated basis over the estimated service
lives as follows:
Buildings..........30-40 years
Furniture..........5-10 years
Equipment..........5-20 years
Improvements.......15-40 years
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 progressive slot machine jackpots.
Promotional Allowances
The retail value of hotel, food and beverage services provided to
customers without charge is included in gross revenue and deducted as
-29- <PAGE>
promotional allowances. The estimated departmental costs of providing such
promotional allowances are included in casino costs and expenses as follows:
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Hotel.............. $ 476,000 $ 321,000 $ 513,000
Food and beverage.. 5,043,000 4,155,000 3,289,000
----------- ----------- -----------
$ 5,519,000 $ 4,476,000 $ 3,802,000
=========== =========== ===========
</TABLE>
Advertising Costs
All advertising costs are expensed as incurred. Advertising expense
reported was $1,558,895, $1,808,386, and $1,241,982 for 1996, 1995, and 1994,
respectively.
Gaming Development Costs
The Company's policy is to expense gaming development costs in current
periods rather than capitalizing these costs and amortizing them over future
periods. The Company expensed $86,966, $298,310, and $1,860,656 for gaming
development in 1996, 1995 and 1994, respectively.
Income Taxes
Income taxes are recorded in accordance with the liability method
specified by Statement of Financial Accounting Standards No. 109. 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 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 taxes is reduced, if necessary, by the amount of any
tax benefits that, based upon available evidence, are not expected to be
realized.
Earnings Per Share Data
Net income (loss) per share of common stock is based upon the weighted
average number of shares of common stock outstanding during the year. No
effect has been given to options outstanding under the Company's stock option
plans, as no material dilutive effect would result from the exercise of these
items.
Minority Interests
For financial reporting purposes, the assets, liabilities and earnings of
Monarch-Marina and Sea World are consolidated with those of the Company, and
-30- <PAGE>
the minority shareholder's interest (20%) in Monarch-Marina and Sea World is
included in the Company's financial statements as minority interest. Monarch-
Marina was incorporated in December 1993 to develop gaming opportunities in
Gary, Indiana, and does not own any assets. Sea World was purchased in
February 1994. The sole asset of Sea World is a boat, which the Company
purchased to use in its then proposed Gary, Indiana riverboat gaming project.
The Company wrote off its entire investment in the boat in 1996.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107, Disclosures About
Fair Value of Financial Instruments, requires the determination of fair value
for certain of the Company's assets, liabilities and contingent liabilities.
When practicable, the following methods and assumptions were used to estimate
the fair value of those financial instruments included in the following
categories:
Long-Term Debt: The fair value of long-term debt is estimated based on the
current borrowing rates offered to the Company for debt of the same remaining
maturities.
It is estimated that the carrying amounts of all of the Company's
financial instruments approximate fair value at December 31, 1996.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of bank deposits and trade
receivables. The Company maintains its cash in bank deposit accounts which,
at times, may exceed federally insured limits. The Company has not
experienced any losses in such accounts. Concentrations of credit risk with
respect to trade receivables are limited due to the large number of customers
comprising the Company's customer base. The Company believes it is not
exposed to any significant credit risk on cash and accounts receivable.
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
<TABLE>
<CAPTION>
December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Casino....................... $ 394,212 $ 351,856
Hotel........................ 180,929 279,985
Other........................ 67,800 34,164
----------- -----------
642,941 666,005
Less allowance for
doubtful accounts........... (123,726) (162,722)
----------- -----------
$ 519,215 $ 503,283
=========== ===========
</TABLE>
-31- <PAGE>
NOTE 3. ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
December 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Accrued salaries, wages
and related benefits........ $ 950,173 $ 728,827
Progressive slot machine
and other gaming accruals... 764,396 668,545
Accrued gaming taxes......... 173,511 172,767
Accrued interest............. 160,516 307,153
Other accrued liabilities.... 595,460 518,970
----------- -----------
$ 2,644,056 $ 2,396,262
=========== ===========
</TABLE>
NOTE 4. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Amounts outstanding under bank reducing revolving credit
facility, collateralized by substantially all property and
equipment of the Company and guaranteed by the Company's
three principal stockholders, with floating interest rates
tied to prime or LIBOR (at the Company's option) plus a
margin which fluctuates according to the Company's ratio of
Funded Debt to EBITDA. At December 31, 1996, the Company's
average interest rate was approximately 8.6%. The loan
matures in August 1999, with all unpaid interest and
principal due and payable at that time...................... $ 38,120,000 $ 40,304,611
Land purchase loan to seller, collateralized by real
property, with interest fixed at 6%. Interest only
payable monthly until September 1998, when all unpaid
principal and interest is due............................... 1,897,597 1,897,597
Slot contracts, collateralized by equipment,
maturing in 1997............................................ 722,200 392,611
Notes payable, collateralized by equipment, with
principal and interest due monthly through 1999............. 349,447 467,699
------------ ------------
$ 41,089,244 $ 43,062,518
Less current maturities...................................... (3,487,169) (3,993,447)
------------ ------------
$ 37,602,075 $ 39,069,071
============ ============
</TABLE>
In July 1993 the Company entered into a $27,000,000 collateralized
reducing revolving credit facility (the "Bank Loan") with a syndicate of
banks, which was increased in March 1994 to $30,000,000. The Bank Loan was
amended and restated in February 1995, resulting in an increase in the maximum
amount available to not more than $45,000,000, based on Golden Road's
annualized EBITDA for the quarters ending March 31, June 30, and September 30,
1995. On April 27, 1995, the Bank Loan was amended to allow immediate
-32- <PAGE>
borrowings up to $39,700,000, and on November 30, 1995, the Bank Loan was
amended to allow borrowings up to the full $45,000,000. At December 31, 1996,
approximately $1.8 million was available under the Bank Loan for purposes
specified in the bank loan agreement, including capital expenditures at the
Atlantis.
The Company and Golden Road are directly liable for borrowings under the
Bank Loan. The Bank Loan has a reducing revolving feature which allows the
Company to prepay and reborrow funds so long as the maximum amount outstanding
does not exceed the amount prescribed in the commitment reduction schedule,
which sets forth quarterly reduction increments approximating a 10 year
amortization. The Company incurs commitment fees of 1/2 of 1% on the unused
portion of the Bank Loan and the interest rate fluctuates depending on the
Company's ratio of Funded Debt to EBITDA and the selection of borrowing rate
alternatives available at the option of the Company. The Company has the
option of borrowing at the lead bank's prime rate plus a margin of 1/2 of 1%
to 2%, or at LIBOR plus a margin of 2% to 3.5%. The Company has the option of
which interest rate method to use and may convert a minimum of $500 thousand
and incremental amounts of $100 thousand to the LIBO rate for various terms.
At December 31, 1996, the applicable prime margin was prime plus 1.5%, and the
applicable LIBOR margin was LIBOR plus 3%. The prime rate at December 31,
1996, was 8.25%, and the one month LIBOR was approximately 5.5%.
The agreement governing the Bank Loan contains covenants which, among
other things, require the Company to maintain a specific tangible net worth
and to meet other financial ratios, and include restrictions on the Company
and/or its subsidiaries with respect to additional debt, stock repurchases,
sales of certain assets, investments, capital expenditures, development
expenses, liens and dispositions of property. The covenants restrict the
transfer of funds from Golden Road to Monarch in the form of dividends, loans
or advances, and prohibit Monarch from paying dividends to its stockholders.
The Company is in compliance with the Bank Loan covenants.
Annual maturities of long-term debt as of December 31, 1996, are as
follows:
<TABLE>
<CAPTION>
Years ending
December 31,
------------
<S> <C>
1997.......... $ 3,487,169
1998.......... 5,770,143
1999.......... 31,828,277
2000.......... 3,655
-------------
$ 41,089,244
=============
</TABLE>
NOTE 5. LICENSE AGREEMENT
Under an agreement dated November 30, 1990, Choice Hotels International,
Inc. (formerly Quality Inns International, Inc.) granted the Company a license
to operate under the Clarion name and participate in Choice's reservation/
marketing system. Under the agreement, the Company paid monthly licensing,
marketing and reservation fees of approximately 5.3% of gross room revenues,
plus $.28 per room per day, plus $1 for each room night booked through the
-33- <PAGE>
reservation network. Effective April 28, 1996, the Company exercised its
option to terminate the agreement, and on April 29, 1996, the Company changed
the name of its hotel casino facility in Reno, Nevada to the Atlantis Casino
Resort.
In connection with the name change, the Company recorded an expense of
$459,323 in the fourth quarter of 1995 for asset impairment. Fees paid under
this agreement were $213,044, $616,982, and $396,172 for the years ended
December 31, 1996, 1995 and 1994, respectively.
NOTE 6. INCOME TAX
Income tax (expense) benefit consists of the following:
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Current (expense) benefit............. $ (694,747) $ (360,900) $ 306,405
Deferred (expense) benefit............ 226,568 (398,000) 364,000
----------- ----------- -----------
$ (468,179) $ (758,900) $ 670,405
=========== =========== ===========
</TABLE>
The difference between the Company's provision for federal income taxes
as presented in the accompanying Consolidated Statements of Operations, and
the provision for income taxes computed at the statutory rate is comprised of
the items shown in the following table as a percentage of pre-tax earnings.
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Income tax at the statutory rate...... 34.0% 34.0% (34.0)%
Non-deductible expenses............... 3.1% 2.9% 1.8%
Tax credits........................... - (1.7)% (2.3)%
Minority stockholder interest
in net loss of subsidiaries
included in tax return............... - (0.9)% (9.3)%
Other, net............................ (1.0)% (1.6)% (4.3)%
----------- ----------- -----------
36.1% 32.7% (48.1)%
=========== =========== ===========
</TABLE>
The components of the deferred income tax assets and liabilities at
December 31, 1996 and 1995, as presented in the Consolidated Balance Sheets,
are as follows:
-34- <PAGE>
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Compensation and benefits............ $ 45,000 $ 26,000
Bad debt reserves.................... 42,000 57,000
Accrued gaming liabilities........... 208,000 179,000
Alternative minimum tax credit....... 885,000 419,000
General business tax credit.......... 171,000 -
Impairment of assets................. - 156,000
----------- -----------
Deferred income tax asset $ 1,351,000 $ 837,000
=========== ===========
NONCURRENT ASSETS
Impairment of assets................. $ 382,000 $ -
----------- -----------
382,000 -
----------- -----------
VALUATION ALLOWANCE - -
----------- -----------
NONCURRENT LIABILITIES
Depreciation......................... (1,931,000) (1,309,000)
Land basis........................... (278,000) (278,000)
----------- -----------
(2,209,000) (1,587,000)
----------- -----------
Deferred income tax liability $(1,827,000) $(1,587,000)
=========== ===========
</TABLE>
NOTE 7. BENEFIT PLANS
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. Effective January 1, 1994, the Company became self-insured for
workman's compensation. Both plans limit the Company's maximum liability
under stop-loss agreements with insurance companies.
Savings Plan - Effective November 1, 1995, the Company adopted a savings
plan, which qualifies under Section 401(k) of the Internal Revenue Code.
Under the plan, participating employees may defer up to 15% of their pre-tax
compensation, but not more than statutory limits. The Company contributes
twenty five cents for each dollar contributed by a participant, with a maximum
contribution of 4% of a participant's compensation. The Company's matching
contribution was approximately $17,000 in 1996.
Stock Option Plans - The Company maintains three stock option plans,
consisting of the Directors' Stock Option Plan, the Executive Long Term
Incentive Plan, and the Employee Stock Option Plan, which collectively provide
for the granting of up to 425,000 common shares. The exercise price of stock
options granted under the plans is established by the respective plan
committees, but the exercise price may not be less than the market price of
the Company's common stock on the date the option is granted. Each option
expires five years from the grant date.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
The fair value of the Company's stock options was estimated as of the grant
-35- <PAGE>
date using the Black-Scholes option pricing model with the following weighted
average assumptions for 1996 and 1995: dividend yield of 0.0%; expected
volatility of 55.0%; a risk free interest rate of 6.25%; and an expected
holding period of three years. Based on these assumptions, compensation
expense was immaterial for 1996 and 1995.
Presented below is a summary of the status of the Company's stock options
and the related transactions for the year ended December 31, 1996.
<TABLE>
<CAPTION>
Weighted Average
Shares Exercise Price
-------- ----------------
<S> <C> <C>
Balance at January 1, 1996..... 26,900 $ 7.02
Granted....................... 5,800 3.91
Exercised..................... - -
Forfeited/Expired............. (1,000) (7.50)
-------- --------
Balance at December 31, 1996... 31,700 $ 6.44
======== ========
</TABLE>
<TABLE>
<CAPTION>
Stock Options Outstanding Stock Options Exercisable
------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Range of Contractual Exercise Exercise
Exercise Prices Shares Life Price Shares Price
---------------- ------- -------- --------- ------- --------
<S> <C> <C> <C> <C> <C>
$3.50 to $4.88 6,800 4.64 $ 4.06 4,800 $ 4.00
$5.00 to $7.25 9,600 2.96 6.13 9,600 6.13
$7.50 to $8.13 15,300 2.10 7.70 15,300 7.70
------- -------
Total 31,700 29,700
======= =======
</TABLE>
NOTE 8. LEGAL PROCEEDINGS
The Company is a defendant in various pending litigation. In the opinion
of management, all pending claims in such litigation will not, in the
aggregate, have a material adverse effect on the Company's financial position
or results of operations.
In the fourth quarter of 1995, the Company recorded litigation costs of
$352,500, included in selling, general and administrative expense in the
accompanying Consolidated Statements of Operations, as a result of an
unfavorable judgment rendered against the Company.
-36- <PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders on June 11, 1997.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders on June 11, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders on June 11, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the Company's Proxy
Statement to be filed with the Commission in connection with the Annual
Meeting of Stockholders on June 11, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Included in Part II of this report:
Consolidated Statements of Operations for the years ended
December 31, 1996, 1995 and 1994.
Consolidated Balance Sheets at December 31, 1996 and 1995.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1994, 1995 and 1996.
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements.
2. Schedules are omitted because of the absence of conditions under
which they are required or because the required information is
provided in the financial statements or notes thereto.
-37- <PAGE>
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the 1996
fourth quarter.
(c) Exhibits
Number Exhibit Description
------ -------------------
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973 are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Monarch Casino & Resort, Inc. 1993 Directors' Stock Option Plan
is incorporated herein by reference from the Company's Form S-1
Registration Statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.02; Monarch Casino & Resort, Inc. 1993 Directors Stock
Option Plan (as amended September 14, 1993) is incorporated
herein by reference from the Company's (SEC File 0-22088) Form 8-
K Report dated September 14, 1993, Item 7, Exhibit 4.01.
4.03 Monarch Casino & Resort, Inc. 1993 Executive Long Term Incentive
Plan is incorporated herein by reference from the Company's Form
S-1 registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.03.
4.04 Monarch Casino & Resort, Inc. 1993 Employee Stock Option Plan, is
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.10.
-38- <PAGE>
4.05 Form of Credit Agreement entered into as of the 30th day of July,
1993, by and among First Interstate Bank of Nevada, N.A., West
One Bank, Idaho, an Idaho banking association, and NBD Bank,
N.A., lenders, First Interstate Bank of Nevada, N.A., as agent
bank, and Monarch Casino & Resort, Inc. and Golden Road Motor
Inn, Inc., borrowers; Form of Reducing Revolving Credit
Promissory Note from Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc. in favor of First Interstate Bank of Nevada,
N.A., West One Bank, Idaho, an Idaho banking association and NBD
Bank, N.A., dated July 30, 1993; Form of Deed of Trust, fixture
Filing and Security Agreement with Assignment of Rents made as of
the 30th day of July, 1993, by and between Monarch Casino &
Resort, Inc. and Golden Road Motor Inn, Inc., debtors and
trustors, Comstock Title Company, Trustee, and First Interstate
Bank of Nevada, N.A., agent bank; Form of General Continuing
Guarantee dated as of July 30, 1993, executed by John Farahi,
Behrouz Ben Farahi and Bahram Farahi; Form of Assignment of
Equipment Leases, Contracts and Subleases entered as of July 30,
1993, by and between Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc., assignors and First Interstate Bank of
Nevada, N.A., agent bank; Form of Assignment of Permits, Licenses
and Contracts entered into as of July 30, 1993, by and between
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
assignors, and First Interstate Bank of Nevada, N.A., agent bank;
Form of Assignment of Rents and Revenues entered into as of July
30, 1993; by and between Monarch Casino & Resorts, Inc. and
Golden Road Motor Inn, Inc., assignors, and First Interstate Bank
of Nevada, N.A., agent bank; and Form of Certificate and
Indemnification regarding Hazardous Substances, executed as of
July 30, 1993 by Monarch Casino & Resort, Inc. and Golden Road
Motor Inn, Inc., borrowers, and First Interstate Bank of Nevada,
N.A., West One Bank, Idaho and NBD Bank, N.A. are incorporated
herein by reference from the Company's Form S-1 registration
statement (SEC File 33-64556), Part II, Item 16, Exhibit 4.11.
4.06 First Amendment to Credit Agreement dated as of March 10, 1994 by
and among Monarch Casino & Resort, Inc. and Golden Road Motor
Inn, Inc., borrowers, and First Interstate Bank of Nevada, N.A.,
West One Bank, Idaho and NBD Bank, N.A., lenders, and First
Interstate Bank of Nevada, N.A., administrative and collateral
agent for the lenders; First Amendment to Reducing Revolving
Credit Promissory Note dated March 10, 1994 among Monarch Casino
& Resort, Inc. and Golden Road Motor Inn, Inc., borrowers, and
First Interstate Bank of Nevada, N.A., West One Bank, Idaho and
NBD Bank, N.A., lenders; Reducing Revolving Credit Promissory
Note (Additional Advance) from Monarch Casino & Resort, Inc. and
Golden Road Motor Inn, Inc. in favor of First Interstate Bank of
Nevada, N.A., West One Bank, Idaho and NBD Bank, N.A. dated March
10, 1994; and Affirmation and Ratification of General Continuing
Guaranty dated March 10, 1994 executed by John Farahi, Behrouz
Ben Farahi and Bahram Farahi are incorporated by reference from
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1993, Item 14(a)(3), Exhibit 4.06; First
Amendment to Deed of Trust, Fixture Filing and Security Agreement
with Assignment of Rents and Notice of Additional Advance dated
as of March 10, 1994 by and between Monarch Casino & Resort, Inc.
and Golden Road Motor Inn, Inc., debtors and trustors, Comstock
-39- <PAGE>
Title Company, trustee, and First Interstate Bank of Nevada,
N.A., agent bank, secured party and beneficiary; First Amendment
to Deed of Trust with Assignment of Rents and Notice of
Additional Advance dated as of March 10, 1994 by and between
Golden Road Motor Inn, Inc., debtor and trustor, Comstock Title
Company, trustee, and First Interstate Bank of Nevada, N.A., as
agent bank, secured party and beneficiary; Reaffirmation of
Subordination Agreement dated as of March 10, 1994 by and between
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
and American Federal Savings Bank; Additional Advance Depository
Closing Instructions of Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc., borrowers, and First Interstate Bank of
Nevada, N.A., agent bank, addressed to Comstock Title Company
dated as of March 10, 1994; Certified Resolutions of the Board of
Directors of Golden Road Motor Inn, Inc. dated as of March 10,
1994; Certified Resolutions of the Board of Directors of Monarch
Casino & Resort, Inc. dated as of March 10, 1994; and ALTA 108.8
Endorsement dated as of March 11, 1994 are incorporated herein by
reference from the Company's report on Form 8-K (SEC File 0-2208)
dated May 19, 1994, Item 7(c), Exhibit 4.02.
4.07 Amended and Restated Credit Agreement entered into as of February
1, 1995 by and among Monarch Casino & Resort, Inc. and Golden
Road Motor Inn Inc., borrowers, and First Interstate Bank of
Nevada, N.A., West One Bank, Idaho and NBD Bank, lenders, and
First Interstate Bank of Nevada, N.A., administrative and
collateral agent for the lenders; Amended and Restated Reducing
Revolving Credit Promissory Note dated February 1, 1995 by
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
borrowers, and First Interstate Bank of Nevada, N.A., Agent Bank
on behalf of itself and the lenders; Amended and Restated General
Continuing Guaranty dated February 1, 1995 by John Farahi,
Behrouz Farahi, Ben Farahi and Bahram Farahi; Deed of Trust,
Fixture Filing and Security Agreement With Assignment of Rents
and Notice of Future Advances dated as of February 1, 1995 by and
between Golden Road Motor Inn, Inc., debtor and trustor, and
Western Title Company, trustee, and First Interstate Bank of
Nevada, N.A., as agent bank on behalf of itself and the Lenders;
Second Amendment to Deed of Trust, Fixture Filing and Security
Agreement With Assignment of Rents and Notice of Additional
Advance and Future Advances (Clarion Hotel Property) dated
February 1, 1995 by Monarch Casino & Resort, Inc. and Golden Road
Motor Inn, Inc., debtor and trustor, Western Title Company,
Trustee, and First Interstate Bank of Nevada, N.A., agent bank;
Second Reaffirmation of Subordination Agreement dated February 1,
1995 by Monarch Casino & Resort, Inc. and Golden Road Motor Inn,
Inc., Current Owners, and American Federal Savings Bank, Holder
and First Interstate Bank of Nevada, N.A., as administrative and
collateral agents for lenders; Second Amendment to Deed of Trust,
Fixture Filing and Security Agreement With Assignment of Rents
and Notice of Additional Advance and Future Advances ("Adjacent
Property") dated February 1, 1995 by Monarch Casino & Resort,
Inc. and Golden Road Motor Inn, Inc., debtor and trustor, Western
Title Company, Trustee, and First Interstate Bank of Nevada,
N.A., agent bank; and First Amendment to Assignments dated
February 1, 1995, by Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc., assignors, and First Interstate Bank of
-40- <PAGE>
Nevada, N.A., agent bank on behalf of itself and lenders are
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1994, Item 14(a)(3), Exhibit 4.07.
4.08 First Amendment to Amended and Restated Credit Agreement, dated
April 27, 1995, by and among Monarch Casino & Resort, Inc. and
Golden Road Motor Inn, Inc., borrowers, and First Interstate Bank
of Nevada, N.A., West One Bank, Idaho and NBD Bank, lenders, and
First Interstate Bank of Nevada, N.A., administrative and
collateral agent for the lenders is incorporated herein by
reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1995, Item 14(a)(3),
Exhibit 4.08.
4.09 Second Amendment to Amended and Restated Credit Agreement, dated
November 30, 1995, by and among Monarch Casino & Resort, Inc. and
Golden Road Motor Inn, Inc., borrowers, and First Interstate Bank
of Nevada, N.A., West One Bank, Idaho and NBD Bank, lenders, and
First Interstate Bank of Nevada, N.A., administrative and
collateral agent for the lenders; Additional Funding Addendum to
Credit Agreement dated as of November 30, 1995, by and among
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
borrowers, and First Interstate Bank of Nevada, N.A., West One
Bank, Idaho and NBD Bank, lenders, and First Interstate Bank of
Nevada, N.A., administrative and collateral agent for the
lenders are incorporated herein by reference to the Company's
Form 10-K report (SEC File 0-22088) for the fiscal year ended
December 31, 1995, Item 14(a)(3), Exhibit 4.09.
4.10 Third Amendment to Amended and Restated Credit Agreement and
Amendment to Amended and Restated Reducing Revolving Credit
Promissory Note, dated January 31, 1996, by and among Monarch
Casino & Resort, Inc. and Golden Road Motor Inn, Inc., borrowers,
and First Interstate Bank of Nevada, N.A., West One Bank, Idaho
and NBD Bank, lenders, and First Interstate Bank of Nevada, N.A.,
administrative and collateral agent for the lenders is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 4.10.
10.01 License Agreement by and between Quality Inns International, Inc.
and Golden Road Motor Inn, Inc. entered into as of November 30,
1990; Addendum to License Agreement by and between Quality Inns
International, Inc. and Golden Road Motor Inn, Inc.; Addendum for
Property to be Constructed entered into by Quality Inns
International, Inc. and Golden Road Motor Inn, Inc.; Software
License and Communication Support Agreement entered into as of
November 30, 1990 by and between Quality Inns International, Inc.
and Golden Road Motor Inn, Inc., and Form of Addendum to License
Agreement, and Form of Promissory Note by Golden Road Motor Inn,
Inc. in favor of Choice Hotels International, Inc. are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 10.02.
-41- <PAGE>
10.02 Lease, by and between Sierra Development Company, dba Club Cal-
Neva, Tenant, and Golden Road Motor Inn, Inc., dba Clarion Hotel
and Casino, Landlord, dated June 10, 1991 is incorporated herein
by reference from the Company's Form S-1 registration statement
(SEC File 33-64556), Part II, Item 16, Exhibit 10.03.
10.03 Agreement for Purchase of Real Property between Marcelle M.
Caramella, a widow, individually and Marcelle Margaret Caramella,
as trustee of the Trust created under the Last Will and Testament
of Ernest John Caramella, deceased, Ben A. Caramella and Cecile
D. Caramella, as trustees of the Caramella Family Trust Agreement
dated December 1, 1989, Marcelle Margaret Caramella, Erma V.
Pezzi, Trustee of the Erma V. Pezzi Trust Agreement dated
November 21, 1991, Golden Road Motor Inn, Inc. and Farahi
Investment Company, dated June 1, 1993 is incorporated herein by
reference from the Company's Form S-1 registration statement (SEC
File 33-64556), Part II, Item 16, Exhibit 10.04.
10.04 Form of Agreement between Farahi Investment Company, John Farahi,
Bob Farahi, Ben Farahi, Jila Farahi, Golden Road Motor Inn, Inc.,
Galaxy Enterprises, Inc. and Monarch Casino & Resort, Inc. is
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 2.01.
10.05 Standard Form of Agreement Between Owner and Contractor dated
October 11, 1993 between Golden Road Motor Inn, Inc., as owner,
and Shaver-TNT, as contractor is incorporated by reference from
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1993, Item 14(a)(3), Exhibit 10.15.
10.06 Construction Agreement dated November 1, 1993 between Golden Road
Motor Inn, Inc. and Schindler Elevator Corporation is
incorporated by reference from the Company's Form 10-K report
(SEC File 0-22088) for the fiscal year ended December 31, 1993,
Item 14(a)(3), Exhibit 10.16.
10.07 Dunes Resort Marina Binding Riverboat Development Agreement dated
January 1994 by and between the City of Gary, Indiana and Dunes
Marina Casino & Resort, Inc. is incorporated herein by reference
from the Company's Form 8-K Report (SEC File 0-22088) dated
January 5, 1994, Item 7, Exhibit 10.01.
10.08 Agreement entered into as of August 30, 1994 by and between
Bender Shipbuilding & Repair Co., Inc. and Dunes Marina Casino &
Resort, Inc. is incorporated herein by reference from the
Company's Form 8-K Report (SEC File 0-22088) dated August 30,
1994, Item 7, Exhibit 10.01.
10.09 Promissory note dated December 29, 1994 made by Golden Road Motor
Inn, Inc. in favor of Farahi Investment Company; promissory note
dated December 22, 1994 made by Golden Road Motor Inn, Inc. in
favor of Farahi Investment Company; and promissory note dated
January 11, 1995 made by Golden Road Motor Inn, Inc. in favor of
Farahi Investment Company are incorporated herein by reference
from the Company's Form 10-K report (SEC File 0-22088) for the
-42- <PAGE>
fiscal year ended December 31, 1994, Item 14(a)(3), Exhibit
10.19.
10.10 Agreement between Monarch Casino & Resort, Inc. and Peter Wilday
dated May 13, 1994; First Amendment to Agreement between Monarch
Casino & Resort, Inc. and Peter Wilday dated June 8, 1994; and
Second Amendment to Agreement between Monarch Casino & Resort,
Inc. and Peter Wilday dated March 23, 1995 are incorporated
herein by reference from the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1994, Item
14(a)(3), Exhibit 10.20.
10.11 Nonstandardized 401(k) Plan Adoption Agreement between Monarch
Casino & Resort, Inc. and Smith Barney Shearson dated November 7,
1995 is incorporated herein by reference to the Company's Form
10-K report (SEC File 0-22088) for the fiscal year ended December
31, 1995, Item 14(a)(3), Exhibit 10.21.
10.12 Recordkeeping Service Agreement between Monarch Casino & Resort,
Inc. and Travelers Recordkeeping dated June 29, 1995 is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 10.22.
10.13 Trademark Agreement between Golden Road Motor Inn, Inc. and
Atlantis Lodge, Inc., dated February 3, 1996 is incorporated
herein by reference to the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1995, Item
14(a)(3), Exhibit 10.23.
21.01 List of Subsidiaries of Monarch Casino & Resort, Inc. is
incorporated by reference from the Company's Form 10-K report
(SEC File 0-22088) for the fiscal year ended December 31, 1993,
Item 14(a)(3), Exhibit 21.01.
27.01 Financial Data Schedule
-43- <PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MONARCH CASINO & RESORT, INC.
(Registrant)
<TABLE>
<S> <C>
Date: March 27, 1997 By: /s/ BEN FARAHI
------------------------------------
Ben Farahi, Co-Chairman of the Board,
Secretary, Treasurer and Chief
Financial Officer(Principal Financial
Officer and Duly Authorized Officer)
</TABLE>
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.
<TABLE>
<CAPTION>
Signature Title Date
------------------ ----------------------------------- ----
<S> <C> <C>
/s/ JOHN FARAHI Co-Chairman of the Board of Directors, March 27, 1997
------------------ Chief Executive Officer (Principal
John Farahi Executive Officer) and Director
/s/ BOB FARAHI Co-Chairman of the Board of Directors, March 27, 1997
------------------ President, and Director
Bob Farahi
/s/ BEN FARAHI Co-Chairman of the Board of Directors, March 27, 1997
------------------ Secretary, Treasurer, Chief Financial
Ben Farahi Officer (Principal Financial Officer
and Principal Accounting Officer) and
Director
/s/ JOHN P. UPHOFF Director March 27, 1997
------------------
John P. Uphoff
</TABLE>
-44- <PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ----------- ------------------------------------------------------------------ --------
<S> <C>
3.01 Articles of Incorporation of Monarch Casino & Resort, Inc., filed
June 11, 1993 are incorporated herein by reference from the
Company's Form S-1 registration statement (SEC File 33-64556),
Part II, Item 16, Exhibit 3.01.
3.02 Bylaws of Monarch Casino & Resort, Inc., adopted June 14, 1993
are incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.02.
3.03 Articles of Incorporation of Golden Road Motor Inn, Inc. filed
March 6, 1973; Certificate Amending Articles of Incorporation of
Golden Road Motor Inn, Inc. filed August 29, 1973; and
Certificate of Amendment of Articles of Incorporation filed April
5, 1984 are incorporated herein by reference from the Company's
Form S-1 registration statement (SEC File 33-64556), Part II,
Item 16, Exhibit 3.03.
3.04 Bylaws of Golden Road Motor Inn, Inc., adopted March 9, 1973 are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 3.04.
4.01 Specimen Common Stock Certificate for the Common Stock of Monarch
Casino & Resort, Inc. is incorporated herein by reference from
the Company's Form S-1 registration statement (SEC File 33-
64556), Part II, Item 16, Exhibit 4.01.
4.02 Monarch Casino & Resort, Inc. 1993 Directors' Stock Option Plan
is incorporated herein by reference from the Company's Form S-1
Registration Statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.02; Monarch Casino & Resort, Inc. 1993 Directors Stock
Option Plan (as amended September 14, 1993) is incorporated
herein by reference from the Company's (SEC File 0-22088) Form 8-
K Report dated September 14, 1993, Item 7, Exhibit 4.01.
4.03 Monarch Casino & Resort, Inc. 1993 Executive Long Term Incentive
Plan is incorporated herein by reference from the Company's Form
S-1 registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.03.
4.04 Monarch Casino & Resort, Inc. 1993 Employee Stock Option Plan, is
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.10.
4.05 Form of Credit Agreement entered into as of the 30th day of July,
1993, by and among First Interstate Bank of Nevada, N.A., West
One Bank, Idaho, an Idaho banking association, and NBD Bank,
N.A., lenders, First Interstate Bank of Nevada, N.A., as agent
bank, and Monarch Casino & Resort, Inc. and Golden Road Motor
Inn, Inc., borrowers; Form of Reducing Revolving Credit
Promissory Note from Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc. in favor of First Interstate Bank of Nevada,
N.A., West One Bank, Idaho, an Idaho banking association and NBD
Bank, N.A., dated July 30, 1993; Form of Deed of Trust, fixture
Filing and Security Agreement with Assignment of Rents made as of
the 30th day of July, 1993, by and between Monarch Casino &
Resort, Inc. and Golden Road Motor Inn, Inc., debtors and
trustors, Comstock Title Company, Trustee, and First Interstate
-45- <PAGE>
Bank of Nevada, N.A., agent bank; Form of General Continuing
Guarantee dated as of July 30, 1993, executed by John Farahi,
Behrouz Ben Farahi and Bahram Farahi; Form of Assignment of
Equipment Leases, Contracts and Subleases entered as of July 30,
1993, by and between Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc., assignors and First Interstate Bank of
Nevada, N.A., agent bank; Form of Assignment of Permits, Licenses
and Contracts entered into as of July 30, 1993, by and between
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
assignors, and First Interstate Bank of Nevada, N.A., agent bank;
Form of Assignment of Rents and Revenues entered into as of July
30, 1993; by and between Monarch Casino & Resorts, Inc. and
Golden Road Motor Inn, Inc., assignors, and First Interstate Bank
of Nevada, N.A., agent bank; and Form of Certificate and
Indemnification regarding Hazardous Substances, executed as of
July 30, 1993 by Monarch Casino & Resort, Inc. and Golden Road
Motor Inn, Inc., borrowers, and First Interstate Bank of Nevada,
N.A., West One Bank, Idaho and NBD Bank, N.A. are incorporated
herein by reference from the Company's Form S-1 registration
statement (SEC File 33-64556), Part II, Item 16, Exhibit 4.11.
4.06 First Amendment to Credit Agreement dated as of March 10, 1994 by
and among Monarch Casino & Resort, Inc. and Golden Road Motor
Inn, Inc., borrowers, and First Interstate Bank of Nevada, N.A.,
West One Bank, Idaho and NBD Bank, N.A., lenders, and First
Interstate Bank of Nevada, N.A., administrative and collateral
agent for the lenders; First Amendment to Reducing Revolving
Credit Promissory Note dated March 10, 1994 among Monarch Casino
& Resort, Inc. and Golden Road Motor Inn, Inc., borrowers, and
First Interstate Bank of Nevada, N.A., West One Bank, Idaho and
NBD Bank, N.A., lenders; Reducing Revolving Credit Promissory
Note (Additional Advance) from Monarch Casino & Resort, Inc. and
Golden Road Motor Inn, Inc. in favor of First Interstate Bank of
Nevada, N.A., West One Bank, Idaho and NBD Bank, N.A. dated March
10, 1994; and Affirmation and Ratification of General Continuing
Guaranty dated March 10, 1994 executed by John Farahi, Behrouz
Ben Farahi and Bahram Farahi are incorporated by reference from
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1993, Item 14(a)(3), Exhibit 4.06; First
Amendment to Deed of Trust, Fixture Filing and Security Agreement
with Assignment of Rents and Notice of Additional Advance dated
as of March 10, 1994 by and between Monarch Casino & Resort, Inc.
and Golden Road Motor Inn, Inc., debtors and trustors, Comstock
Title Company, trustee, and First Interstate Bank of Nevada,
N.A., agent bank, secured party and beneficiary; First Amendment
to Deed of Trust with Assignment of Rents and Notice of
Additional Advance dated as of March 10, 1994 by and between
Golden Road Motor Inn, Inc., debtor and trustor, Comstock Title
Company, trustee, and First Interstate Bank of Nevada, N.A., as
agent bank, secured party and beneficiary; Reaffirmation of
Subordination Agreement dated as of March 10, 1994 by and between
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
and American Federal Savings Bank; Additional Advance Depository
Closing Instructions of Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc., borrowers, and First Interstate Bank of
Nevada, N.A., agent bank, addressed to Comstock Title Company
dated as of March 10, 1994; Certified Resolutions of the Board of
Directors of Golden Road Motor Inn, Inc. dated as of March 10,
1994; Certified Resolutions of the Board of Directors of Monarch
Casino & Resort, Inc. dated as of March 10, 1994; and ALTA 108.8
Endorsement dated as of March 11, 1994 are incorporated herein by
reference from the Company's report on Form 8-K (SEC File 0-2208)
dated May 19, 1994, Item 7(c), Exhibit 4.02.
4.07 Amended and Restated Credit Agreement entered into as of February
1, 1995 by and among Monarch Casino & Resort, Inc. and Golden
Road Motor Inn Inc., borrowers, and First Interstate Bank of
Nevada, N.A., West One Bank, Idaho and NBD Bank, lenders, and
First Interstate Bank of Nevada, N.A., administrative and
collateral agent for the lenders; Amended and Restated Reducing
Revolving Credit Promissory Note dated February 1, 1995 by
-46- <PAGE>
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
borrowers, and First Interstate Bank of Nevada, N.A., Agent Bank
on behalf of itself and the lenders; Amended and Restated General
Continuing Guaranty dated February 1, 1995 by John Farahi,
Behrouz Farahi, Ben Farahi and Bahram Farahi; Deed of Trust,
Fixture Filing and Security Agreement With Assignment of Rents
and Notice of Future Advances dated as of February 1, 1995 by and
between Golden Road Motor Inn, Inc., debtor and trustor, and
Western Title Company, trustee, and First Interstate Bank of
Nevada, N.A., as agent bank on behalf of itself and the Lenders;
Second Amendment to Deed of Trust, Fixture Filing and Security
Agreement With Assignment of Rents and Notice of Additional
Advance and Future Advances (Clarion Hotel Property) dated
February 1, 1995 by Monarch Casino & Resort, Inc. and Golden Road
Motor Inn, Inc., debtor and trustor, Western Title Company,
Trustee, and First Interstate Bank of Nevada, N.A., agent bank;
Second Reaffirmation of Subordination Agreement dated February 1,
1995 by Monarch Casino & Resort, Inc. and Golden Road Motor Inn,
Inc., Current Owners, and American Federal Savings Bank, Holder
and First Interstate Bank of Nevada, N.A., as administrative and
collateral agents for lenders; Second Amendment to Deed of Trust,
Fixture Filing and Security Agreement With Assignment of Rents
and Notice of Additional Advance and Future Advances ("Adjacent
Property") dated February 1, 1995 by Monarch Casino & Resort,
Inc. and Golden Road Motor Inn, Inc., debtor and trustor, Western
Title Company, Trustee, and First Interstate Bank of Nevada,
N.A., agent bank; and First Amendment to Assignments dated
February 1, 1995, by Monarch Casino & Resort, Inc. and Golden
Road Motor Inn, Inc., assignors, and First Interstate Bank of
Nevada, N.A., agent bank on behalf of itself and lenders are
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1994, Item 14(a)(3), Exhibit 4.07.
4.08 First Amendment to Amended and Restated Credit Agreement, dated
April 27, 1995, by and among Monarch Casino & Resort, Inc. and
Golden Road Motor Inn, Inc., borrowers, and First Interstate Bank
of Nevada, N.A., West One Bank, Idaho and NBD Bank, lenders, and
First Interstate Bank of Nevada, N.A., administrative and
collateral agent for the lenders is incorporated herein by
reference to the Company's Form 10-K report (SEC File 0-22088)
for the fiscal year ended December 31, 1995, Item 14(a)(3),
Exhibit 4.08.
4.09 Second Amendment to Amended and Restated Credit Agreement, dated
November 30, 1995, by and among Monarch Casino & Resort, Inc. and
Golden Road Motor Inn, Inc., borrowers, and First Interstate Bank
of Nevada, N.A., West One Bank, Idaho and NBD Bank, lenders, and
First Interstate Bank of Nevada, N.A., administrative and
collateral agent for the lenders; Additional Funding Addendum to
Credit Agreement dated as of November 30, 1995, by and among
Monarch Casino & Resort, Inc. and Golden Road Motor Inn, Inc.,
borrowers, and First Interstate Bank of Nevada, N.A., West One
Bank, Idaho and NBD Bank, lenders, and First Interstate Bank of
Nevada, N.A., administrative and collateral agent for the
lenders are incorporated herein by reference to the Company's
Form 10-K report (SEC File 0-22088) for the fiscal year ended
December 31, 1995, Item 14(a)(3), Exhibit 4.09.
4.10 Third Amendment to Amended and Restated Credit Agreement and
Amendment to Amended and Restated Reducing Revolving Credit
Promissory Note, dated January 31, 1996, by and among Monarch
Casino & Resort, Inc. and Golden Road Motor Inn, Inc., borrowers,
and First Interstate Bank of Nevada, N.A., West One Bank, Idaho
and NBD Bank, lenders, and First Interstate Bank of Nevada, N.A.,
administrative and collateral agent for the lenders is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 4.10.
-47- <PAGE>
10.01 License Agreement by and between Quality Inns International, Inc.
and Golden Road Motor Inn, Inc. entered into as of November 30,
1990; Addendum to License Agreement by and between Quality Inns
International, Inc. and Golden Road Motor Inn, Inc.; Addendum for
Property to be Constructed entered into by Quality Inns
International, Inc. and Golden Road Motor Inn, Inc.; Software
License and Communication Support Agreement entered into as of
November 30, 1990 by and between Quality Inns International, Inc.
and Golden Road Motor Inn, Inc., and Form of Addendum to License
Agreement, and Form of Promissory Note by Golden Road Motor Inn,
Inc. in favor of Choice Hotels International, Inc. are
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 10.02.
10.02 Lease, by and between Sierra Development Company, dba Club Cal-
Neva, Tenant, and Golden Road Motor Inn, Inc., dba Clarion Hotel
and Casino, Landlord, dated June 10, 1991 is incorporated herein
by reference from the Company's Form S-1 registration statement
(SEC File 33-64556), Part II, Item 16, Exhibit 10.03.
10.03 Agreement for Purchase of Real Property between Marcelle M.
Caramella, a widow, individually and Marcelle Margaret Caramella,
as trustee of the Trust created under the Last Will and Testament
of Ernest John Caramella, deceased, Ben A. Caramella and Cecile
D. Caramella, as trustees of the Caramella Family Trust Agreement
dated December 1, 1989, Marcelle Margaret Caramella, Erma V.
Pezzi, Trustee of the Erma V. Pezzi Trust Agreement dated
November 21, 1991, Golden Road Motor Inn, Inc. and Farahi
Investment Company, dated June 1, 1993 is incorporated herein by
reference from the Company's Form S-1 registration statement (SEC
File 33-64556), Part II, Item 16, Exhibit 10.04.
10.04 Form of Agreement between Farahi Investment Company, John Farahi,
Bob Farahi, Ben Farahi, Jila Farahi, Golden Road Motor Inn, Inc.,
Galaxy Enterprises, Inc. and Monarch Casino & Resort, Inc. is
incorporated herein by reference from the Company's Form S-1
registration statement (SEC File 33-64556), Part II, Item 16,
Exhibit 2.01.
10.05 Standard Form of Agreement Between Owner and Contractor dated
October 11, 1993 between Golden Road Motor Inn, Inc., as owner,
and Shaver-TNT, as contractor is incorporated by reference from
the Company's Form 10-K report (SEC File 0-22088) for the fiscal
year ended December 31, 1993, Item 14(a)(3), Exhibit 10.15.
10.06 Construction Agreement dated November 1, 1993 between Golden Road
Motor Inn, Inc. and Schindler Elevator Corporation is
incorporated by reference from the Company's Form 10-K report
(SEC File 0-22088) for the fiscal year ended December 31, 1993,
Item 14(a)(3), Exhibit 10.16.
10.07 Dunes Resort Marina Binding Riverboat Development Agreement dated
January 1994 by and between the City of Gary, Indiana and Dunes
Marina Casino & Resort, Inc. is incorporated herein by reference
from the Company's Form 8-K Report (SEC File 0-22088) dated
January 5, 1994, Item 7, Exhibit 10.01.
10.08 Agreement entered into as of August 30, 1994 by and between
Bender Shipbuilding & Repair Co., Inc. and Dunes Marina Casino &
Resort, Inc. is incorporated herein by reference from the
Company's Form 8-K Report (SEC File 0-22088) dated August 30,
1994, Item 7, Exhibit 10.01.
10.09 Promissory note dated December 29, 1994 made by Golden Road Motor
Inn, Inc. in favor of Farahi Investment Company; promissory note
dated December 22, 1994 made by Golden Road Motor Inn, Inc. in
favor of Farahi Investment Company; and promissory note dated
January 11, 1995 made by Golden Road Motor Inn, Inc. in favor of
Farahi Investment Company are incorporated herein by reference
from the Company's Form 10-K report (SEC File 0-22088) for the
-48- <PAGE>
fiscal year ended December 31, 1994, Item 14(a)(3), Exhibit
10.19.
10.10 Agreement between Monarch Casino & Resort, Inc. and Peter Wilday
dated May 13, 1994; First Amendment to Agreement between Monarch
Casino & Resort, Inc. and Peter Wilday dated June 8, 1994; and
Second Amendment to Agreement between Monarch Casino & Resort,
Inc. and Peter Wilday dated March 23, 1995 are incorporated
herein by reference from the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1994, Item
14(a)(3), Exhibit 10.20.
10.11 Nonstandardized 401(k) Plan Adoption Agreement between Monarch
Casino & Resort, Inc. and Smith Barney Shearson dated November 7,
1995 is incorporated herein by reference to the Company's Form
10-K report (SEC File 0-22088) for the fiscal year ended December
31, 1995, Item 14(a)(3), Exhibit 10.21.
10.12 Recordkeeping Service Agreement between Monarch Casino & Resort,
Inc. and Travelers Recordkeeping dated June 29, 1995 is
incorporated herein by reference to the Company's Form 10-K
report (SEC File 0-22088) for the fiscal year ended December 31,
1995, Item 14(a)(3), Exhibit 10.22.
10.13 Trademark Agreement between Golden Road Motor Inn, Inc. and
Atlantis Lodge, Inc., dated February 3, 1996 is incorporated
herein by reference to the Company's Form 10-K report (SEC File
0-22088) for the fiscal year ended December 31, 1995, Item
14(a)(3), Exhibit 10.23.
21.01 List of Subsidiaries of Monarch Casino & Resort, Inc. is
incorporated by reference from the Company's Form 10-K report
(SEC File 0-22088) for the fiscal year ended December 31, 1993,
Item 14(a)(3), Exhibit 21.01.
27.01 Financial Data Schedule
</TABLE>
-49- <PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REGISTRANT'S
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND THE ACCOMPANYING
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,021,952
<SECURITIES> 0
<RECEIVABLES> 642,941
<ALLOWANCES> 123,726
<INVENTORY> 362,193
<CURRENT-ASSETS> 7,443,010
<PP&E> 74,186,582
<DEPRECIATION> 15,267,331
<TOTAL-ASSETS> 67,378,972
<CURRENT-LIABILITIES> 8,948,991
<BONDS> 37,602,075
0
0
<COMMON> 95,363
<OTHER-SE> 18,905,543
<TOTAL-LIABILITY-AND-EQUITY> 67,378,972
<SALES> 0
<TOTAL-REVENUES> 53,636,156
<CGS> 0
<TOTAL-COSTS> 28,126,554
<OTHER-EXPENSES> 4,141,528
<LOSS-PROVISION> 102,113
<INTEREST-EXPENSE> 3,626,980
<INCOME-PRETAX> 1,298,047
<INCOME-TAX> 468,179
<INCOME-CONTINUING> 829,868
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 829,868
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.09
</TABLE>
