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8-K/A - 8-K/A - MONARCH CASINO & RESORT INCa12-16195_18ka.htm
EX-99.3 - EX-99.3 - MONARCH CASINO & RESORT INCa12-16195_1ex99d3.htm
EX-99.2 - EX-99.2 - MONARCH CASINO & RESORT INCa12-16195_1ex99d2.htm
EX-23.1 - EX-23.1 - MONARCH CASINO & RESORT INCa12-16195_1ex23d1.htm

 

Exhibit 99.1

 

Unaudited condensed interim financial statements of Riviera Black Hawk, Inc. as of March 31, 2012 and for the three months ended March 31, 2012 and 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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1



 

RIVIERA BLACK HAWK, INC.

CONDENSED BALANCE SHEETS

As of March 31, 2012 (Unaudited) and December 31, 2011

(Dollars In Thousands)

 

 

 

March 31, 2012
(Unaudited)

 

December 31, 2011

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

 

$

6,035

 

$

5,936

Accounts receivable - net

 

195

 

200

Inventories

 

97

 

79

Prepaid expenses and other assets

 

862

 

656

Total current assets

 

7,189

 

6,871

 

 

 

 

 

PROPERTY AND EQUIPMENT - net

 

39,817

 

40,826

 

 

 

 

 

OTHER ASSETS

 

 

 

 

Intangible assets - net

 

6,522

 

6,884

Other assets

 

8

 

10

Intercompany

 

23,938

 

23,498

Total other assets

 

30,468

 

30,392

Total assets

 

$

77,474

 

$

78,089

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable

 

$

638

 

$

631

Accrued expenses

 

3,536

 

3,880

Income tax payable

 

1,272

 

1,373

Current portion of capital lease

 

45

 

45

Total current liabilities

 

5,491

 

5,929

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

Deferred tax liability

 

1,244

 

1,244

Due to parent

 

70,000

 

70,000

Capital lease - net of current portion

 

15

 

26

Total long-term liabilities

 

71,259

 

71,270

Total liabilities

 

76,750

 

77,199

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

Retained earnings

 

724

 

890

Total stockholders’ equity

 

724

 

890

Total liabilities and stockholders’ equity

 

$

77,474

 

$

78,089

 

 

 

 

See notes to the unaudited condensed financial statements

 

2



 

RIVIERA BLACK HAWK, INC.

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2012 and 2011 (Unaudited)

(Dollars In Thousands)

 

 

 

Successor

 

Predecessor

 

 

3 Months Ended

 

3 Months Ended

 

 

March 31, 2012

 

March 31, 2011

REVENUES

 

 

 

 

Casino

 

$

9,785

 

$

9,803

Food and beverage

 

973

 

1,046

Other

 

118

 

77

Gross revenues

 

10,876

 

10,926

Less - promotional allowances

 

(863)

 

(896)

Net revenues

 

10,013

 

10,030

OPERATING EXPENSES

 

 

 

 

Casino

 

4,713

 

4,986

Food and beverage

 

124

 

254

Selling, general and administrative

 

2,537

 

2,223

Depreciation and amortization

 

1,372

 

890

Intercompany management fees

 

224

 

206

Total operating expenses

 

8,970

 

8,559

INCOME FROM OPERATIONS

 

1,043

 

1,471

Interest expense, net

 

(1,310)

 

(1,313)

(LOSS) INCOME BEFORE INCOME TAX PROVISION

 

(267)

 

158

 

 

 

 

 

Income tax benefit (provision)

 

101

 

(43)

NET (LOSS) INCOME

 

$

(166)

 

$

115

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to the unaudited condensed financial statements

 

3



 

RIVIERA BLACK HAWK, INC.
CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2012 and 2011 (Unaudited)

(Dollars In Thousands)

 

 

 

Successor

 

Predecessor

 

 

3 Months Ended

 

3 Months Ended

 

 

March 31, 2012

 

March 31, 2011

OPERATING ACTIVITIES

 

 

 

 

Net (loss) income

 

$

(166)

 

$

115

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

1,372

 

890

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

5

 

(2)

Inventories

 

(18)

 

32

Prepaid expenses and other assets

 

(204)

 

(74)

Accounts payable

 

7

 

(179)

Accrued liabilities

 

(345)

 

(76)

Income taxes

 

(101)

 

43

Net cash provided by operating

 

550

 

749

INVESTING ACTIVITIES

 

 

 

 

Capital expenditures for property and equipment

 

-

 

(180)

Change in intercompany balance

 

(440)

 

(262)

Net cash used in investing

 

(440)

 

(442)

FINANCING ACTIVITIES

 

 

 

 

Payments on capitalized leases

 

(11)

 

(10)

Net cash used in financing

 

(11)

 

(10)

INCREASE IN CASH AND CASH EQUIVALENTS

 

99

 

297

CASH AND CASH EQUIVALENTS - Beginning of period

 

5,936

 

6,168

CASH AND CASH EQUIVALENTS - End of period

 

$

6,035

 

$

6,465

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF NON CASH FINANCING AND INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

$

-

 

 

 

 

 

Cash paid for taxes

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

See notes to the unaudited condensed financial statements

 

4



 

RIVIERA BLACK HAWK, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

 

1.            BASIS OF PRESENTATION

 

Riviera Black Hawk, Inc. (the “Company”) owns and operates the Riviera Black Hawk Casino (“Riviera Black Hawk”) located in Black Hawk Colorado.

 

Until April 26, 2012, the Company was a wholly-owned subsidiary of Riviera Holdings Corporation. The accompanying unaudited condensed financial statements have been prepared from the separate records maintained by the Company on a stand-alone basis and may not necessarily be indicative of the conditions that would have existed, or the results of operations, if the Company had been operated as an unaffiliated company.

 

On September 29, 2011, Monarch Casino & Resort, Inc. (“Monarch”), entered into a definitive Stock Purchase Agreement (the “Agreement”) with Riviera Operating Corporation (“ROC”), a Nevada corporation, Riviera Holdings Corporation (“RHC”), a Nevada corporation (collectively the “Seller”) and Riviera Black Hawk, Inc., a Colorado corporation (“RBHI”).  Pursuant to the Agreement, the Seller agreed to sell all of the issued and outstanding shares of common stock of Riviera Black Hawk to Monarch.  On April 26, 2012 (the “Close Date”), the transaction was completed.

 

References to “Successor” refers to the Company on or after April 1, 2011.  References to “Predecessor” refer to the Company prior to April 1, 2011. For 2011, the accompanying statements of operations and cash flows are presented for two periods: January 1, 2011 through March 31, 2011 (the “Predecessor Period”) and April 1, 2011 through December 31, 2011 (the “Successor Period”). The Predecessor Period reflects the historical accounting basis in Predecessor’s assets and liabilities, while the Successor Period reflects assets and liabilities at fair value by allocating the Company’s enterprise value to its assets and liabilities pursuant to accounting guidance related to business combinations.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. We describe our significant accounting policies in Note 1 to the audited financial statements of Riviera Black Hawk in Item 9.01 exhibit 99.2 of our Form 8-K/A. There have been no changes to our significant accounting policies during three months period ended March 31, 2012.

 

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management of the Company, all adjustments considered necessary for a fair presentation are included.  Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

 

2.            INCOME TAXES

 

For the three months ended March 31, 2012 and 2011, the Company’s effective tax rates were approximately 38% and 26.1%, respectively.  The difference between the federal income tax statutory rate of 35% and effective rate is due principally to state income tax in 2012 and certain federal tax credits utilized in 2011.

 

5



 

3.            SUBSEQUENT EVENT

 

On April 26, 2012 Monarch completed the acquisition of RBHI.  Monarch paid $76 million (the “Purchase Price”), subject to certain post-closing working capital adjustments.  At closing, Seller paid substantially all of RBHI’s indebtedness and left Monarch $2.1 million of net working capital comprised of $2.1 million of cash.

 

In order to fund the Purchase Price and related transaction costs, Monarch borrowed $72.3 million under its $100 million credit agreement.  Approximately $2.3 million of the Purchase Price was escrowed to secure the Seller’s indemnification obligations under the Purchase Agreement.

 

No other subsequent events or transactions have occurred or are pending that would have a material effect on the interim financial statements.

 

6