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What changed in MONARCH CASINO & RESORT INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MONARCH CASINO & RESORT INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+131 added−132 removedSource: 10-K (2026-02-24) vs 10-K (2025-03-03)

Top changes in MONARCH CASINO & RESORT INC's 2025 10-K

131 paragraphs added · 132 removed · 115 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

31 edited+2 added−1 removed96 unchanged
Biggest changeThe hotel features glass elevators that rise the full 19 and 28 stories of the respective towers providing panoramic views of the Reno area and the Sierra Nevada mountain range. 3 Table of Contents ​ The average occupancy rate, average daily room rate (“ADR”) and revenue per available room (“REVPAR”), calculated by dividing total hotel revenue by total rooms available, at the Atlantis for the following periods were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Occupancy rate ​ 84.10 % ​ 84.50 % ​ 83.30 % ADR ​ $ 162.77 ​ $ 157.64 ​ $ 158.54 ​ REVPAR ​ $ 152.48 ​ $ 149.99 ​ $ 149.11 ​ ​ We continually monitor and adjust hotel room rates based upon demand and other competitive factors. ​ Restaurants and Dining.
Biggest changeREVPAR is calculated by dividing total hotel revenue by total rooms available, at the Atlantis for the following periods were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Occupancy rate ​ 82.6 % ​ 84.1 % ​ 84.5 % ADR ​ $ 164.61 ​ $ 162.77 ​ $ 157.64 ​ REVPAR ​ $ 150.50 ​ $ 152.48 ​ $ 149.99 ​ ​ We continually monitor and adjust hotel room rates based upon demand and other competitive factors. ​ Restaurants and Dining.
We believe that some of our competitors have the advantage of having significantly more guest rooms available for sale than we do.
We believe that some of our competitors have the advantage of having significantly more guest rooms available for sale than we do.
The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any investigation. ​ We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we: ​ ● pay that person any dividend or interest upon voting securities; ● allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; ● pay remuneration in any form to that person for services rendered or otherwise; or ● fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities for cash at fair market value. ​ Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Gaming Commission for a waiver of such finding of suitability if the institutional investor holds the voting securities for investment purposes only. ​ 10 Table of Contents Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or the Chair of the Nevada Gaming Control Board may be found unsuitable. ​ We are required to maintain a current stock ledger in Nevada, and the Nevada Gaming Authorities may examine the ledger at any time.
The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any investigation. ​ We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we: ​ ● pay that person any dividend or interest upon voting securities; ● allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; ● pay remuneration in any form to that person for services rendered or otherwise; or ● fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities for cash at fair market value. ​ Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Gaming Commission for a waiver of such finding of suitability if the institutional investor holds the voting securities for investment purposes only. ​ Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or the Chair of the Nevada Gaming Control Board may be found unsuitable. 10 Table of Contents ​ We are required to maintain a current stock ledger in Nevada, and the Nevada Gaming Authorities may examine the ledger at any time.
Whether or not notified, qualifying persons are responsible for complying with these requirements. ​ A qualifying person who is an institutional investor under Rule 4.5 and who, individually or in association with others, acquires, directly or indirectly, the beneficial ownership of 20% or more of any class of voting securities must apply to the Colorado Commission for a finding of suitability within 45 days after acquiring such interests. ​ The Colorado Regulations provide for exemption from the requirements for a finding of suitability when the Colorado Commission finds such action to be consistent with the purposes of the Colorado Act. ​ The Colorado Regulations require that every officer, director and stockholder of private corporations or equivalent office or ownership holders for non-corporate applicants, and every officer, director or stockholder holding either a 5% or greater interest or controlling interest of a publicly traded corporation or owners of an applicant or licensee, shall be a person of good moral character and submit to a full background investigation conducted by the Division of Gaming and the Colorado Commission.
Whether or not notified, qualifying persons are responsible for complying with these requirements. ​ A qualifying person who is an institutional investor under Rule 4.5 and who, individually or in association with others, acquires, directly or indirectly, the beneficial ownership of 20% or more of any class of voting securities must apply to the Colorado Commission for a finding of suitability within 45 days after acquiring such interests. ​ The Colorado Regulations provide for exemption from the requirements for a finding of suitability when the Colorado Commission finds such action to be consistent with the purposes of the Colorado Act. ​ The Colorado Regulations require that every officer, director and stockholder of private corporations or equivalent office or ownership holders for non-corporate applicants, and every officer, director or stockholder holding either a 5% or greater interest or controlling interest of a publicly traded corporation or owners of an applicant or licensee, shall be a person of good moral character and submit to a full background investigation conducted by the Colorado Division of Gaming and the Colorado Commission.
Sports’ betting is prohibited on a high school sports event, a video game that is not sanctioned by a sports’ governing body or equivalent as an electronic competition or proposition bets on collegiate sports. Sports’ betting went live in Colorado on May 1, 2020.
Sports betting is prohibited on a high school sports event, a video game that is not sanctioned by a sports’ governing body or equivalent as an electronic competition or proposition bets on collegiate sports. Sports betting went live in Colorado on May 1, 2020.
Until the voting interests or securities are held by suitable persons, the issuer may not pay dividends or interest, the securities may not be voted and may not be included in the voting or securities of the issuer, and the issuer may not pay any remuneration in any form to the holders of the securities. ​ 13 Table of Contents Pursuant to Rule 4.5, persons who acquire direct or indirect beneficial ownership of (a) 5% or more of any class of voting securities of a publicly traded corporation that is required to include in its articles of incorporation the Rule 4.5 charter language provisions; or (b) 5% or more of the beneficial interest in a gaming licensee directly or indirectly through any class of voting securities of any holding company or intermediary company of a licensee, referred to as “qualifying persons,” shall notify the Division of Gaming within 10 days of such acquisition and submit all requested information.
Until the voting interests or securities are held by suitable persons, the issuer may not pay dividends or interest, the securities may not be voted and may not be included in the voting or securities of the issuer, and the issuer may not pay any remuneration in any form to the holders of the securities. ​ 13 Table of Contents Pursuant to Rule 4.5, persons who acquire direct or indirect beneficial ownership of (a) 5% or more of any class of voting securities of a publicly traded corporation that is required to include in its articles of incorporation the Rule 4.5 charter language provisions; or (b) 5% or more of the beneficial interest in a gaming licensee directly or indirectly through any class of voting securities of any holding company or intermediary company of a licensee, referred to as “qualifying persons,” shall notify the Colorado Division of Gaming within 10 days of such acquisition and submit all requested information.
The Colorado Act also created the Colorado Division of Gaming within the Colorado Department of Revenue to license, supervise and enforce the conduct of limited stakes gaming in Colorado. ​ The Colorado Act declares public policy on limited stakes gaming to be that: (1) the success of limited stakes gaming is dependent upon public confidence and trust that licensed limited stakes gaming is conducted honestly and competitively, the rights of the creditors of licensees are protected and gaming is free from criminal and corruptive elements; (2) public confidence and trust can be maintained only by strict regulation of all persons, locations, practices, associations and activities related to the operation of licensed gaming establishments and the manufacture or distribution of gaming devices and equipment; (3) all establishments where limited gaming is conducted and where gambling devices are operated, and all manufacturers, sellers and distributors of certain gambling devices and equipment, must therefore be licensed, controlled and assisted to protect the public health, safety, good order and the general welfare of the inhabitants of the state to foster the stability and success of limited stakes gaming and to preserve the economy, policies and free competition in Colorado; and (4) no applicant for a license or other affirmative Colorado Commission approval has any right to a license or to the granting of the approval sought.
The Colorado Act also created the Colorado Division of Gaming within the Colorado Department of Revenue (the “Colorado Division of Gaming”) to license, supervise and enforce the conduct of limited stakes gaming in Colorado. ​ The Colorado Act declares public policy on limited stakes gaming to be that: (1) the success of limited stakes gaming is dependent upon public confidence and trust that licensed limited stakes gaming is conducted honestly and competitively, the rights of the creditors of licensees are protected and gaming is free from criminal and corruptive elements; (2) public confidence and trust can be maintained only by strict regulation of all persons, locations, practices, associations and activities related to the operation of licensed gaming establishments and the manufacture or distribution of gaming devices and equipment; (3) all establishments where limited gaming is conducted and where gambling devices are operated, and all manufacturers, sellers and distributors of certain gambling devices and equipment, must therefore be licensed, controlled and assisted to protect the public health, safety, good order and the general welfare of the inhabitants of the state to foster the stability and success of limited stakes gaming and to preserve the economy, policies and free competition in Colorado; and (4) no applicant for a license or other affirmative Colorado Commission approval has any right to a license or to the granting of the approval sought.
Based on information obtained from the December 31, 2024 Gaming Revenue Report published by the Nevada Gaming Control Board, there are approximately 13 casinos in the Reno-Sparks area which each generated more than $12.0 million in annual gaming revenues. ​ We believe that the Atlantis’ primary competition for leisure travelers comes from other large-scale casinos that offer amenities that appeal to middle to upper-middle income guests.
Based on information obtained from the December 31, 2025 Gaming Revenue Report published by the Nevada Gaming Control Board, there are approximately 13 casinos in the Reno-Sparks area which each generated more than $12.0 million in annual gaming revenues. ​ We believe that the Atlantis’ primary competition for leisure travelers comes from other large-scale casinos that offer amenities that appeal to middle to upper-middle income guests.
Sports betting is allowed in Colorado casinos as well as approved mobile apps provided the bettor is within the State of Colorado while the bet is made. ​ Compliance with Environmental Laws ​ In 2024, the Company did not incur any material capital expenses for maintaining compliance with applicable environmental laws and does not expect to incur such in 2025. ​ Requirements to comply with environmental laws may have an impact on capital expenditures, earnings, and our competitive position in the future.
Sports betting is allowed in Colorado casinos as well as approved mobile apps provided the bettor is within the State of Colorado while the bet is made. ​ Compliance with Environmental Laws ​ In 2025, the Company did not incur any material capital expenses for maintaining compliance with applicable environmental laws and does not expect to incur such in 2026. ​ Requirements to comply with environmental laws may have an impact on capital expenditures, earnings, and our competitive position in the future.
Nevada licensees that hold a license as an operator of a slot route, a manufacturer or a distributor also pay certain fees and taxes to the State of Nevada. ​ Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, referred to as “Licensees,” and who is or proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Gaming Control Board of their participation in foreign gaming.
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. ​ 11 Table of Contents Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, referred to as “Licensees,” and who is or proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Gaming Control Board of their participation in foreign gaming.
Licensed publicly traded corporations are also required to send proxy statements to the Division of Gaming within five days after their distribution.
Licensed publicly traded corporations are also required to send proxy statements to the Colorado Division of Gaming within five days after their distribution.
Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon either: ​ ● a percentage of the gross revenues received; ● the number of gaming devices operated; or ● the number of table games operated. ​ 11 Table of Contents A live entertainment tax is also paid on admission charges where entertainment is furnished.
Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon either: ​ ● a percentage of the gross revenues received; ● the number of gaming devices operated; or ● the number of table games operated. ​ A live entertainment tax is also paid on admission charges where entertainment is furnished.
On two occasions the owners of the Arapahoe Race Track, southeast of Denver, have funded state wide ballot initiatives to allow casino style gaming at the race track. On both occasions, these measures were voted down by the electorate by wide margins.
On two occasions the owners of the Arapahoe Race Track, southeast of Denver, have funded statewide ballot initiatives to allow casino style gaming at the race track. On both occasions, these measures were voted down by the electorate by wide margins.
We also own Chicago Dogs Eatery, Inc. and Monarch Promotional Association Inc., both of which were formed in relation to licensure requirements for extended hours of liquor operation in Black Hawk, Colorado. ​ Our business strategy is to maximize revenues, operating income and cash flow primarily through our casino, food and beverage and hotel operations.
We also own Chicago Dogs Eatery, Inc. and Monarch Promotional Association Inc., both of which were formed in relation to licensure requirements for extended hours of liquor operation in Black Hawk, Colorado. ​ Our business strategy is to maximize revenues, operating income and cash flow primarily through our casino, food and beverage and hotel operations at the Atlantis and Monarch Black Hawk.
These consist of an $87.50 fee per slot device, $350.00 per table device, and transportation fee of $3.68 for each slots device and $14.72 for each table device and sports betting device. ​ The Colorado Commission has enacted Rule 4.5, which imposes requirements on publicly traded corporations holding gaming licenses in Colorado and on gaming licenses owned directly or indirectly by a publicly traded corporation, whether through a subsidiary or intermediary company.
As of January 1, 2025, these consist of an $87.50 fee per slot device, $350.00 per table and sports betting device, and transportation fee of $3.68 for each slots device and $14.72 for each table device and sports betting device. ​ The Colorado Commission has enacted Rule 4.5, which imposes requirements on publicly traded corporations holding gaming licenses in Colorado and on gaming licenses owned directly or indirectly by a publicly traded corporation, whether through a subsidiary or intermediary company.
Our marketing efforts are directed toward three broad consumer groups: leisure travelers, conventioneers and Northern Nevada local residents. ​ The Reno/Sparks region is a major gaming and leisure destination with aggregate gaming revenues of approximately $936 million (as reported by the Nevada Gaming Control Board for the twelve months ended December 31, 2024). ​ Our Atlantis revenues and operating income are principally dependent on the level of gaming activity at the Atlantis casino.
Our marketing efforts are directed toward three broad consumer groups: leisure travelers, conventioneers and Northern Nevada local residents. ​ The Reno/Sparks region is a major gaming and leisure destination with aggregate gaming revenues of approximately $968 million (as reported by the Nevada Gaming Control Board for the twelve months ended December 31, 2025). ​ Our Atlantis revenues and operating income are principally dependent on the level of gaming activity at the Atlantis casino.
These state constitutional limitations and the scarcity of available and developable land in Black Hawk create a strong barrier to new entries in the gaming market, limiting the threat of potential new competition. ​ The Black Hawk/Central City area gaming market generated approximately $810 million in gaming revenues for the twelve months ended December 31, 2024, according to the Colorado Division of Gaming. ​ Our Monarch Black Hawk revenues and operating income are primarily dependent on the level of gaming activity in the Black Hawk market.
These state constitutional limitations and the scarcity of available and developable land in Black Hawk create a strong barrier to new entries in the gaming market, limiting the threat of potential new competition. ​ The Black Hawk/Central City area gaming market generated approximately $936 million in gaming revenues for the twelve months ended December 31, 2025, according to the Colorado Division of Gaming. ​ Our Monarch Black Hawk revenues and operating income are primarily dependent on the level of gaming activity in the Black Hawk market.
We focus on delivering exceptional service and value to our guests. Our hands-on management style focuses on customer service and cost efficiencies. ​ The Atlantis Casino Resort Spa ​ The Atlantis is located approximately three miles south of downtown in the generally more affluent area of Reno, Nevada.
We focus on delivering exceptional service and value to our guests. Our hands-on management style focuses on customer service and cost efficiencies. ​ The Atlantis Casino Resort Spa ​ The Atlantis is located approximately three miles south of downtown in an affluent area of Reno, Nevada.
The rooms on the top seven floors in the third tower are nearly 20% larger than the standard guest rooms and offer restricted elevator access, and a private concierge service. ​ The Atlantis hotel rooms feature high end design and furnishings as well as nine-foot ceilings, which create an open and spacious feel.
The rooms on the top seven floors in the third tower are nearly 20% larger than the standard guest rooms and offer restricted elevator access, and a private concierge service. ​ 3 Table of Contents The Atlantis hotel rooms feature high-end design and furnishings as well as nine-foot ceilings, which create an open and spacious feel.
See Item 1A, “RISK FACTORS.” ​ Human Capital ​ As of December 31, 2024, we employed approximately 2,900 employees across both properties. ​ We believe that our team is the most important asset in our organization. Our management focus is on employee retention and we use retention rate to evaluate it.
See Item 1A, “Risk Factors.” ​ Human Capital ​ As of December 31, 2025, we employed approximately 2,740 employees across both properties. ​ We believe that our team is the most important asset in our organization. Our management focus is on employee retention and we use retention rate to evaluate it.
We develop overall master plans and then aim to execute each phase of the master plan after re-evaluation of the current market conditions and comparison against other capital investment opportunities. ​ 5 Table of Contents We have continuously invested in upgrading our facilities. Capital expenditures were $43.9 million in 2024, $51.4 million in 2023 and $48.4 million in 2022.
We develop overall master plans and then aim to execute each phase of the master plan after re-evaluation of the current market conditions and comparison against other capital investment opportunities. 5 Table of Contents ​ We have continuously invested in upgrading our facilities. Capital expenditures were $37.2 million in 2025, $43.9 million in 2024 and $51.4 million in 2023.
As of December 31, 2024, none of the proposals have been adopted by the state’s electorate or by the legislature.
As of December 31, 2025, none of the proposals have been adopted by the state’s electorate or by the legislature.
Our marketing efforts are directed toward patrons from the Denver metropolitan area and Colorado mountain areas. Black Hawk, Colorado is approximately 40 miles west of Denver. ​ The Denver metro area is an attractive market with a population of approximately three million and a healthy population growth of 16.5% from 2013 to 2023 (national average is 6.5%).
Our marketing efforts are directed toward patrons from the Denver metropolitan area and Colorado mountain areas. Black Hawk, Colorado is approximately 40 miles west of Denver. ​ The Denver metro area is an attractive market with a population of approximately three million and a healthy population growth of 14.8% from 2015 to 2025 (national average is 7.1%).
The graduated rates effective as of July 1, 2012 are: ​ ● 0.25% up to and including $2 million of the subject amounts; ● 2.0% on amounts from $2 million to $5 million; ● 9.0% on amounts from $5 million to $8 million; ● 11.0% on amounts from $8 million to $10 million; ● 16.0% on amounts from $10 million to $13 million; and ● 20.0% on amounts over $13 million. ​ The City of Black Hawk also assesses monthly device fees that are based on the number of gaming devices operated.
The rates currently in effect are structured in graduated tiers, are below the statutory maximum, and have been in effect since July 1, 2012 as follow: ​ ​ ● 0.25% up to and including $2 million of the subject amounts; ● 2.0% on amounts from $2 million to $5 million; ● 9.0% on amounts from $5 million to $8 million; ● 11.0% on amounts from $8 million to $10 million; ● 16.0% on amounts from $10 million to $13 million; and ● 20.0% on amounts over $13 million. ​ The City of Black Hawk also assesses monthly device fees that are based on the number of gaming devices operated.
The only other non-tribal gaming market is Cripple Creek, which is seventy-five miles away. There are two federally recognized tribes in southwest Colorado, both with gaming facilities, and both more than 350 miles from Denver. There have been proposals for the development of Native American racetrack and video lottery terminal casinos throughout the state over the years.
There are two federally recognized tribes in southwest Colorado, both with gaming facilities, and both more than 350 miles from Denver. There have been proposals for the development of Native American racetrack and video lottery terminal casinos throughout the state over the years.
The tower also includes a private concierge lounge and world-class spa and pool deck on its top floor. ​ The average occupancy rate, ADR and REVPAR at the Monarch Black Hawk for the following periods were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ Occupancy rate ​ 80.80 % ​ 79.90 % ​ 75.10 % ADR ​ $ 215.70 ​ $ 195.20 ​ $ 201.92 ​ REVPAR ​ $ 187.23 ​ $ 168.78 ​ $ 164.91 ​ ​ Quality.
The tower also includes a private concierge lounge and world-class spa and pool deck on its top floor. ​ The average occupancy rate, ADR and REVPAR at the Monarch Black Hawk for the following periods were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ Occupancy rate ​ 80.1 % ​ 80.8 % ​ 79.9 % ADR ​ $ 223.36 ​ $ 215.70 ​ $ 195.20 ​ REVPAR ​ $ 191.15 ​ $ 187.23 ​ $ 168.78 ​ ​ Quality.
During the last three years, capital expenditures related primarily to: the transformation of part of the Monarch Black Hawk legacy facility; the major redesign and upgrade of all hotel rooms in all towers the first and second towers and complete renovation of the high-end suites on the top floors of the third hotel tower at Atlantis, the remaining 246 rooms are expected to be completed in phases in the first half of 2025; the redesign and upgrade of the Oyster and Sushi Bar Restaurant located in the Sky Terrace at Atlantis; the ongoing capital maintenance spending; and the acquisition of gaming equipment at both of our properties. ​ We have two potential options for expansion at our Atlantis property.
During the last three years, capital expenditures related primarily to: the major redesign and upgrade of all hotel rooms in all towers and complete renovation of the high-end suites on the top floors at Atlantis; the redesign and upgrade of the Oyster and Sushi Bar Restaurant located in the Sky Terrace at Atlantis; the ongoing capital maintenance spending; and the acquisition of gaming equipment at both of our properties. ​ We have two potential options for expansion at our Atlantis property.
There is strong competition in the concentrated Black Hawk/Central City area gaming market, which includes approximately 21 casinos as of December 31, 2024, according to the Colorado Division of Gaming report. 8 Table of Contents ​ The Black Hawk and Central City gaming markets are geographically isolated.
There is strong competition in the concentrated Black Hawk/Central City area gaming market, which includes approximately 21 casinos as of December 31, 2025, according to the Colorado Division of Gaming. ​ 8 Table of Contents The Black Hawk and Central City gaming markets are geographically isolated. The only other non-tribal gaming market is Cripple Creek, which is seventy-five miles away.
Denver metro area median household income in 2023 was 33% higher than the national average ($103,055 vs. $77,719). ​ Commercial gaming in Colorado is constitutionally restricted to three mountain towns – Black Hawk, Central City and Cripple Creek – which in 2024 represented 77%, 7% and 16% of total Colorado gaming revenue, respectively (Colorado Division of Gaming statistical summaries).
Denver metro area median household income in 2024 was 32% higher than the national average ($108,046 vs. $81,604). ​ Commercial gaming in Colorado is constitutionally restricted to three mountain towns – Black Hawk, Central City and Cripple Creek – which in 2025 represented 76%, 7% and 17% of total Colorado gaming revenue, respectively (as published in the Colorado Division of Gaming statistical summaries), exclusive of Native American gaming facilities.
In addition, the Colorado law restricts limited stakes gaming to structures that conform to the architectural styles and designs that were common to the areas prior to World War I and that conform to the requirements of applicable city ordinances regardless of the age of the structures.
In addition, the Colorado law restricts limited stakes gaming to structures that comply with local historic preservation and architectural standards intended to reflect pre-World War I styles, as enforced through local municipal ordinances.
The Colorado Constitution provides for a tax on the total amount wagered less all payouts to players at graduated annual rates. The gaming tax rates in effect as of July 1, 2008 can only be increased by amendment to the Colorado Constitution by voters in a statewide election.
In Colorado, limited gaming is subject to a graduated tax on adjusted gross gaming proceeds (“AGP”) representing the total amount wagered less all payouts to players. Gaming tax rates are set annually by rule of the Colorado Limited Gaming Control Commission pursuant to state statute.
Removed
With respect to games of poker, the tax is calculated based on the sums wagered that are retained by the licensee as compensation, which must be consistent with the minimum and maximum amounts established by the Colorado Commission.
Added
The hotel features glass elevators that rise the full 19 and 28 stories of the respective towers providing panoramic views of the Reno area and the Sierra Nevada mountain range. ​ The average occupancy rate, average daily room rate (“ADR”) and revenue per available room (“REVPAR”).
Added
State law authorizes the Commission to establish gaming tax rates up to a statutory maximum of 40% of AGP, any change above which would require statewide voter approval.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

28 edited+3 added−7 removed101 unchanged
Biggest changeIf interest rates increase, our debt service obligations under the Sixth Amended Credit Facility will increase even when the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. ​ IF WE ARE UNABLE TO OBTAIN FINANCING FOR OUR EXPANSION AND RENOVATION PROJECTS AND OTHER CAPITAL EXPENDITURES, SUCH PROJECTS WILL BE JEOPARDIZED ​ We intend to finance our future expansion and renovation projects, as well as our other capital expenditures, primarily with cash flow from operations and borrowings under our available credit facilities.
Biggest changeIf interest rates increase, our debt service obligations under the Amended Credit Facility will increase even when the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
(“PCL”), including, as previously reported, the litigation against us and liens by such contractor, the court’s decision, issued February 14, 2025, following the trial of the matter in 2023, and our likely appeal of that decision; ● affirmative and extensive counterclaims for construction defects, breach of contract, breach of warranty, fraud, fraudulent inducement, negligence and other construction related claims that we have filed against the Monarch Black Hawk contractor, PCL in the above-mentioned litigation in which the parties recently received the Court’s decision following the trial of the matter in 2023 and the potential appeal of that decision; ● our potential need to post bonds or other forms of surety to support our legal remedies, including in connection with the likely appeal noted above; ● risks related to development and construction activities (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems and delays; shortages of materials or skilled labor; environmental, health and safety issues; weather and other hazards, site access matters, and unanticipated cost increases); ● our ability to generate sufficient operating cash flow to help finance our expansion plans and subsequent debt reduction; ● changes in laws mandating increases in minimum wages and employee benefits; ● changes in laws and regulations permitting expanded and other forms of gaming in our key markets; ● the effects of local and national economic, credit and capital market conditions on the economy in general and on the gaming industry and our business in particular; ● the effects of labor shortages on our market position, growth and financial results; ● the potential of increases in state and federal taxation to address budgetary and other impacts of infectious disease outbreaks; ● the potential of increased regulatory and other burdens to address the direct and indirect impacts of infectious disease outbreaks; and ● guest acceptance of our expanded facilities once completed and the resulting impact on our market position, growth and financial results. ​ If our operating expenses increase without any offsetting increase in our revenues, our results of operations would suffer. ​ WIN RATES FOR OUR GAMING OPERATIONS DEPEND ON A VARIETY OF FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL, AND MAY RESULT IN THE WINNINGS OF OUR GAMING CUSTOMERS EXCEEDING OUR WINNINGS. ​ The gaming industry is characterized by an element of chance, and win rates are affected by a player’s skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played and the amount of time played, among other factors.
(“PCL”), including, as previously reported, the litigation against us and liens by such contractor, the court’s decision, issued February 14, 2025, following the trial of the matter in 2023, and our appeal of that decision; ● affirmative and extensive counterclaims for construction defects, breach of contract, breach of warranty, fraud, fraudulent inducement, negligence and other construction related claims that we have filed against the Monarch Black Hawk contractor, PCL in the above-mentioned litigation in which the parties received the Court’s decision in early 2025 following the trial of the matter in 2023 and the appeal of that decision; ● our potential need to post bonds or other forms of surety to support our legal remedies, including in connection with the appeal noted above; ● risks related to development and construction activities (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems and delays; shortages of materials or skilled labor; environmental, health and safety issues; weather and other hazards, site access matters, and unanticipated cost increases); ● our ability to generate sufficient operating cash flow to help finance our expansion plans and subsequent debt reduction; ● changes in laws mandating increases in minimum wages and employee benefits; ● changes in laws and regulations permitting expanded and other forms of gaming in our key markets; ● the effects of local and national economic, credit and capital market conditions on the economy in general and on the gaming industry and our business in particular; ● the effects of labor shortages on our market position, growth and financial results; ● the potential of increases in state and federal taxation to address budgetary and other impacts of infectious disease outbreaks; ● the potential of increased regulatory and other burdens to address the direct and indirect impacts of infectious disease outbreaks; and ● guest acceptance of our expanded facilities once completed and the resulting impact on our market position, growth and financial results. ​ If our operating expenses increase without any offsetting increase in our revenues, our results of operations would suffer. ​ WIN RATES FOR OUR GAMING OPERATIONS DEPEND ON A VARIETY OF FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL, AND MAY RESULT IN THE WINNINGS OF OUR GAMING CUSTOMERS EXCEEDING OUR WINNINGS. ​ The gaming industry is characterized by an element of chance, and win rates are affected by a player’s skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played and the amount of time played, among other factors.
Such disagreements have resulted in litigation with our Monarch Black Hawk general contractor, as discussed in this annual report. ​ 22 Table of Contents The disputes with the Monarch Black Hawk Expansion general contractor have resulted in and may continue to result in: ● disputes and claims over the quality and management of the construction; ● disputes and claims over design and construction defects; ● disputes and claims over payments, construction costs, staffing costs, damages and other financial responsibility; and ● disruptions of relationships with the general contractor, subcontractors, vendors and others. ​ In addition, our current and future projects could also experience: ● delays and significant cost increases; ● delays in obtaining or inability to obtain necessary permits, licenses and approvals; ● lack of sufficient, or delays in the availability of, financing; ● shortages of materials; ● shortages of skilled labor, work stoppages or labor disputes; ● poor performance or nonperformance by any third parties on whom we place reliance; ● unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems, including defective plans and specifications; and ● weather interference, floods, fires or other casualty losses. ​ The completion dates of any of our projects could differ significantly from expectations for construction-related or other reasons. ​ In connection with the expansion of the Monarch Black Hawk and the related disputes described above, our general contractor PCL and certain subcontractors have provided Monarch with notice of purported liens against the Monarch Black Hawk and some subcontractors have recorded such liens.
Such disagreements have resulted in litigation with our Monarch Black Hawk general contractor, as discussed in this annual report. ​ The disputes with the Monarch Black Hawk Expansion general contractor have resulted in and may continue to result in: ● disputes and claims over the quality and management of the construction; ● disputes and claims over design and construction defects; ● disputes and claims over payments, construction costs, staffing costs, damages and other financial responsibility; and ● disruptions of relationships with the general contractor, subcontractors, vendors and others. ​ In addition, our current and future projects could also experience: ● delays and significant cost increases; ● delays in obtaining or inability to obtain necessary permits, licenses and approvals; ● lack of sufficient, or delays in the availability of, financing; ● shortages of materials; ● shortages of skilled labor, work stoppages or labor disputes; ● poor performance or nonperformance by any third parties on whom we place reliance; ● unforeseen construction scheduling, engineering, environmental, permitting, construction or geological problems, including defective plans and specifications; and ● weather interference, floods, fires or other casualty losses. ​ The completion dates of any of our projects could differ significantly from expectations for construction-related or other reasons. ​ In connection with the expansion of the Monarch Black Hawk and the related disputes described above, our general contractor PCL and certain subcontractors have provided Monarch with notice of purported liens against the Monarch Black Hawk and some subcontractors have recorded such liens.
The interest rate under our Sixth Amended Credit Facility is SOFR (the Secured Overnight Financing Rate) plus a margin of 1.25% or a base rate plus a margin of 0.25%. The applicable margins will vary depending on the Company’s leverage ratio. As a result, we are exposed to interest rate risk.
The interest rate under our Amended Credit Facility is SOFR (the Secured Overnight Financing Rate) plus a margin of 1.25% or a base rate plus a margin of 0.25%. The applicable margins will vary depending on the Company’s leverage ratio. As a result, we are exposed to interest rate risk.
Although the covenants in our Sixth Amended Credit Facility are subject to various exceptions, we cannot assure you that these covenants will not adversely affect our ability to finance future operations or capital needs or to engage in other activities that may be in our best interest.
Although the covenants in our Amended Credit Facility are subject to various exceptions, we cannot assure you that these covenants will not adversely affect our ability to finance future operations or capital needs or to engage in other activities that may be in our best interest.
A breach of any of the covenants in the agreement governing our Sixth Amended Credit Facility could result in a default under such agreement. Our ability to comply with these covenants may be affected by general economic conditions, industry conditions, and other events beyond our control.
A breach of any of the covenants in the agreement governing our Amended Credit Facility could result in a default under such agreement. Our ability to comply with these covenants may be affected by general economic conditions, industry conditions, and other events beyond our control.
As such, members of the Farahi family, if voting together, have the ability to significantly influence our affairs, including the election of the board of directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets. ​ WE MAY NOT BE ABLE TO PAY OR MAINTAIN DIVIDENDS AND THE FAILURE TO DO SO WOULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK. ​ Since the second quarter of 2023, we started to pay an annual cash dividend, payable in quarterly amounts, on our common stock.
As such, members of the Farahi family, if voting together, have the ability to significantly influence our affairs, including the election of the Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets. ​ 26 Table of Contents WE MAY NOT BE ABLE TO PAY OR MAINTAIN DIVIDENDS AND THE FAILURE TO DO SO WOULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK. ​ Since the second quarter of 2023, we started to pay an annual cash dividend, payable in quarterly amounts, on our common stock.
Although we have insurance coverage with respect to some of these disasters or events, we cannot assure you that any such coverage will be sufficient to indemnify us fully against all direct and indirect costs, including any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties. ​ ​ ITEM 1B.
Although we have insurance coverage with respect to some of these disasters or events, we cannot assure you that any such coverage will be sufficient to indemnify us fully against all direct and indirect costs, including any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties. ​ ​
An action to enforce such liens against the Monarch Black Hawk was filed in the District Court for Gilpin County, CO, as discussed in more detail herein, which may impact our operations on the property and result in us incurring significant expenses relating to defending against such actions. ​ Actual costs and construction periods for any of our projects can differ significantly from initial expectations.
An action to enforce such liens against the Monarch Black Hawk was filed in the District Court for Gilpin County, CO, as discussed in more detail herein, which may impact our operations on the property and result in us incurring significant expenses relating to defending against such actions. ​ 23 Table of Contents Actual costs and construction periods for any of our projects can differ significantly from initial expectations.
If any of our properties are damaged or if their operations are disrupted as a result of extreme weather or weather-related conditions in the future, or if extreme weather or weather-related conditions adversely impacts general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, our business, financial condition and results of operations could be materially adversely affected. ​ TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH.
If any of our properties are damaged or if their operations are disrupted as a result of extreme weather or weather-related conditions in the future, or if extreme weather or weather-related conditions adversely impacts general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, our business, financial condition and results of operations could be materially adversely affected. ​ 21 Table of Contents TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH.
Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements, which would have a material adverse effect on our financial condition, results of operations or cash flows. ​ OUR CAPITAL EXPENDITURES MAY NOT RESULT IN THE EXPECTED IMPROVEMENTS IN OUR BUSINESS OR FINANCIAL RESULTS We have expended a significant amount of capital on our multi-phased Monarch Black Hawk Expansion.
Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements, which would have a material adverse effect on our financial condition, results of operations or cash flows. ​ 27 Table of Contents OUR CAPITAL EXPENDITURES MAY NOT RESULT IN THE EXPECTED IMPROVEMENTS IN OUR BUSINESS OR FINANCIAL RESULTS We have expended a significant amount of capital on our multi-phased Monarch Black Hawk Expansion.
In addition, during the time that such securities are outstanding, they may adversely affect the terms on which we could obtain additional capital. ​ CERTAIN OF OUR STOCKHOLDERS OWN LARGE INTERESTS IN OUR CAPITAL STOCK AND MAY SIGNIFICANTLY INFLUENCE OUR AFFAIRS ​ As of December 31, 2024, John Farahi and Bob Farahi, our officers and directors, together with John’s and Bob’s brother Ben Farahi, beneficially own in the aggregate approximately 32% of our outstanding common stock, inclusive of options held by them which are exercisable within 60 days.
In addition, during the time that such securities are outstanding, they may adversely affect the terms on which we could obtain additional capital. ​ CERTAIN OF OUR STOCKHOLDERS OWN LARGE INTERESTS IN OUR CAPITAL STOCK AND MAY SIGNIFICANTLY INFLUENCE OUR AFFAIRS ​ As of December 31, 2025, John Farahi and Bob Farahi, our officers and directors, together with John’s and Bob’s brother Ben Farahi, beneficially own in the aggregate approximately 35% of our outstanding common stock, inclusive of options held by them which are exercisable within 60 days.
Any significant disruption in operations of a property could have a significant adverse effect on our business, financial condition and results of operations. ​ 23 Table of Contents OUR BUSINESS IS SUBJECT TO RESTRICTIONS AND LIMITATIONS IMPOSED BY GAMING AND OTHER REGULATORY AUTHORITIES THAT COULD ADVERSELY AFFECT US ​ The ownership and operation of casino gaming facilities are subject to extensive state and local regulation.
Any significant disruption in operations of a property could have a significant adverse effect on our business, financial condition and results of operations. ​ OUR BUSINESS IS SUBJECT TO RESTRICTIONS AND LIMITATIONS IMPOSED BY GAMING AND OTHER REGULATORY AUTHORITIES THAT COULD ADVERSELY AFFECT US ​ The ownership and operation of casino gaming facilities are subject to extensive state and local regulation.
Many states have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. 24 Table of Contents ​ If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations.
Many states have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. ​ If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations.
If we violate gaming laws or regulations, substantial fines could be levied against us, our subsidiaries and the persons involved, and we could be forced to forfeit a portion of our assets.
“Business – Regulation and Licensing.” If we violate gaming laws or regulations, substantial fines could be levied against us, our subsidiaries and the persons involved, and we could be forced to forfeit a portion of our assets.
A tightening of such regulations could adversely impact our future expansion opportunities. ​ RISKS RELATING TO OWNERSHIP OF COMMON STOCK ​ OUR COMMON STOCK PRICE MAY FLUCTUATE SUBSTANTIALLY, AND A STOCKHOLDER’S INVESTMENT COULD DECLINE IN VALUE ​ The market price of our common stock may fluctuate substantially due to many factors, such as those described in the Risk Factors described herein and others, including: 25 Table of Contents ● actual or anticipated fluctuations in our results of operations; ● announcements of significant acquisitions or other agreements by us or by our competitors; ● our sale of common stock or other securities in the future; ● trading volume of our common stock; ● conditions and trends in the gaming and destination entertainment industries; ● changes in the estimation of the future size and growth of our markets; ● general economic conditions, including, without limitation, changes in the cost of fuel and air travel; and ● fears of impact on leisure and general travel due to pandemic concerns, include the coronavirus.
A tightening of such regulations could adversely impact our future expansion opportunities. ​ 25 Table of Contents RISKS RELATING TO OWNERSHIP OF COMMON STOCK ​ OUR COMMON STOCK PRICE MAY FLUCTUATE SUBSTANTIALLY, AND A STOCKHOLDER’S INVESTMENT COULD DECLINE IN VALUE ​ The market price of our common stock may fluctuate substantially due to many factors, such as those described in the Risk Factors described herein and others, including: ● actual or anticipated fluctuations in our results of operations; ● announcements of significant acquisitions or other agreements by us or by our competitors; ● our sale of common stock or other securities in the future; ● trading volume of our common stock; ● conditions and trends in the gaming and destination entertainment industries; ● changes in the estimation of the future size and growth of our markets; ● general economic conditions, including, without limitation, changes in the cost of fuel and air travel; and ● fears of impact on leisure and general travel due to pandemic concerns, include the coronavirus. ​ In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies’ operating performance.
Our ability to pay and maintain cash dividends is at the discretion of our board of directors and is based on many factors, including our earnings, liquidity, financial condition, funds from operations, the level of our capital expenditures and future business prospects, our ability to make and finance acquisitions, available acquisition opportunities, anticipated operating cost levels, the level of demand for the products and services offered at our properties, alternate capital deployment opportunities, and any other factors our board of directors considers relevant. 26 Table of Contents Some of the factors are beyond our control and a change in any such factor could affect our ability to pay or maintain dividends.
Our ability to pay and maintain cash dividends is at the discretion of our Board of Directors and is based on many factors, including our earnings, liquidity, financial condition, funds from operations, the level of our capital expenditures and future business prospects, our ability to make and finance acquisitions, available acquisition opportunities, anticipated operating cost levels, the level of demand for the products and services offered at our properties, alternate capital deployment opportunities, and any other factors our Board of Directors considers relevant.
In such cases, we may have to adopt alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets or obtaining additional equity or debt financing or joint venture partners.
In such cases, we may have to adopt alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets or obtaining additional equity or debt financing or joint venture partners. These financing strategies may not be affected on satisfactory terms, if at all. .
In the past, following periods of volatility in the market price of a company’s securities, stockholder derivative lawsuits and/or securities class action litigation has often been instituted against that company.
Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, stockholder derivative lawsuits and/or securities class action litigation has often been instituted against that company.
Our ability to realize the expected returns on these capital investments depends on a number of factors, including, general economic conditions, changes to construction plans and specifications, delays in obtaining or inability to obtain necessary permits, licenses and approvals, disputes with contractors, disruptions to our business caused by construction and other unanticipated circumstances or cost increases. 27 Table of Contents While we believe that the overall budgets for our planned capital expenditures are reasonable, these costs are estimates and the actual costs may be higher than expected.
Our ability to realize the expected returns on these capital investments depends on a number of factors, including, general economic conditions, changes to construction plans and specifications, delays in obtaining or inability to obtain necessary permits, licenses and approvals, disputes with contractors, disruptions to our business caused by construction and other unanticipated circumstances or cost increases.
The State of Nevada, the State of Colorado and the applicable local authorities require various licenses, registrations, permits and approvals to be held by us and our subsidiaries.
The State of Nevada, the State of Colorado and the applicable local authorities require various licenses, registrations, permits and approvals to be held by us and our subsidiaries. These regulatory requirements are summarized in Part I, Item 1.
In addition, we cannot assure you that these investments will be sufficient or that we will realize our expected returns on our capital investments, or any returns at all.
While we believe that the overall budgets for our planned capital expenditures are reasonable, these costs are estimates and the actual costs may be higher than expected. In addition, we cannot assure you that these investments will be sufficient or that we will realize our expected returns on our capital investments, or any returns at all.
These financing strategies may not be affected on satisfactory terms, if at all. 21 Table of Contents ​ COVENANT RESTRICTIONS UNDER OUR SIXTH AMENDED CREDIT FACILITY MAY LIMIT OUR ABILITY TO OPERATE OUR BUSINESS AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS ​ Our Sixth Amended Credit Facility contains covenants that restrict our ability to, among other things, incur additional debt, make distributions, make investments, grant liens on our assets to secure debt, enter into transactions with affiliates and effect mergers or acquisitions.
As of December 31, 2025, the Company had no outstanding principal balance under the Amended Credit Facility, a $0.6 million standby letter of credit and $99.4 million remained available for borrowing. ​ COVENANT RESTRICTIONS UNDER OUR SIXTH AMENDED CREDIT FACILITY MAY LIMIT OUR ABILITY TO OPERATE OUR BUSINESS AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS ​ Our Amended Credit Facility contains covenants that restrict our ability to, among other things, incur additional debt, make distributions, make investments, grant liens on our assets to secure debt, enter into transactions with affiliates and effect mergers or acquisitions.
The suspension, revocation or non-renewal of any of our licenses or the levy on us of substantial fines or forfeiture of assets would have a material adverse effect on our business, financial condition and results of operations. ​ To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our current gaming activities.
The suspension, revocation or non-renewal of any of our licenses or the levy on us of substantial fines or forfeiture of assets would have a material adverse effect on our business, financial condition and results of operations. ​ The Bank Secrecy Act, enforced by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S.
If an event of default under the agreement governing our Sixth Amended Credit Facility occurs, the lenders thereunder could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. ​ OUR VARIABLE RATE INDEBTEDNESS SUBJECTS US TO INTEREST RATE RISK, WHICH COULD CAUSE OUR DEBT SERVICE OBLIGATIONS TO INCREASE SIGNIFICANTLY ​ An increase in market interest rates would increase our interest expense arising on our indebtedness.
As a result, we cannot assure you that we will be able to comply with these covenants. If an event of default under the agreement governing our Amended Credit Facility occurs, the lenders thereunder could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable.
We have described the risks to us associated with extreme weather events in the risk factors below. ​ OUR BUSINESS MAY BE ADVERSELY AFFECTED BY LEGISLATION PROHIBITING TOBACCO SMOKING. ​ Legislation in various forms to ban indoor tobacco smoking has been enacted or introduced in jurisdictions in which we operate.
If the state and/or local governments where our properties are located were to increase gaming taxes and fees, our results of operations could be adversely affected. ​ 24 Table of Contents OUR BUSINESS MAY BE ADVERSELY AFFECTED BY LEGISLATION PROHIBITING TOBACCO SMOKING. ​ Legislation in various forms to ban indoor tobacco smoking has been enacted or introduced in jurisdictions in which we operate.
If the state and/or local governments where our properties are located were to increase gaming taxes and fees, our results of operations could be adversely affected. ​ Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations. ​ There is a growing consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate.
As we acquire properties, we may not know the full level of exposure that we may have undertaken despite appropriate due diligence. ​ There is a growing consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate.
Climate change could have a material adverse effect on our financial condition, results of operations and cash flow.
Climate change could have a material adverse effect on our financial condition, results of operations and cash flow. We have described the risks to us associated with extreme weather events in the risk factors below. ​ We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment.
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As a result, we cannot assure you that we will be able to comply with these covenants.
Added
As of December 31, 2025, the Company had no outstanding principal balance under the Amended Credit Facility, a $0.6 million standby letter of credit and $99.4 million remained available for borrowing. ​ ​ OUR VARIABLE RATE INDEBTEDNESS SUBJECTS US TO INTEREST RATE RISK, WHICH COULD CAUSE OUR DEBT SERVICE OBLIGATIONS TO INCREASE SIGNIFICANTLY ​ An increase in market interest rates would increase our interest expense arising on our indebtedness.
Removed
The Nevada Gaming Commission and the Colorado Commission may, among other things, limit, condition, suspend, revoke or decline to renew a license or approval to own the stock of our subsidiaries for any cause deemed reasonable by such licensing authority.
Added
As of December 31, 2025, the Company had no outstanding principal balance under the Amended Credit Facility, a $0.6 million standby letter of credit and $99.4 million remained available for borrowing. ​ ​ 22 Table of Contents IF WE ARE UNABLE TO OBTAIN FINANCING FOR OUR EXPANSION AND RENOVATION PROJECTS AND OTHER CAPITAL EXPENDITURES, SUCH PROJECTS WILL BE JEOPARDIZED ​ We intend to finance our future expansion and renovation projects, as well as our other capital expenditures, primarily with cash flow from operations and borrowings under our available credit facilities.
Removed
However, gaming licenses and related approvals are deemed to be privileges under Nevada and Colorado law. We cannot assure you that our existing licenses, permits and approvals will be maintained or extended. ​ In addition to gaming laws, rules and regulations, we are also subject to various federal, state, and local laws and regulations affecting businesses in general.
Added
Some of the factors are beyond our control and a change in any such factor could affect our ability to pay or maintain dividends.
Removed
These laws and regulations include, but are not limited to, environmental matters, employment, currency transactions, taxation, construction, zoning, construction and land-use laws, marketing and advertising, smoking, and regulations governing the serving of alcoholic beverages. ​ The Bank Secrecy Act, enforced by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S.
Removed
As we acquire properties, we may not know the full level of exposure that we may have undertaken despite appropriate due diligence. ​ We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment.
Removed
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies’ operating performance. Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance.
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UNRESOLVED STAFF COMMENT S ​ There were no unresolved comments from the SEC staff at the time of filing this Form 10-K. ​

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAt Monarch Casino & Resort, Inc., we understand that the security of our digital assets is essential to safeguarding our critical infrastructure, ensuring the confidentiality and integrity of sensitive information, maintaining business continuity, and fostering trust with our stakeholders. ​ 28 Table of Contents We are developing and implementing a robust and comprehensive cybersecurity program that aligns with industry best practices, regulatory requirements, and our Company’s specific risks in the evolving threat landscape.
Biggest changeThe security of our digital assets is essential to safeguarding our critical infrastructure, protecting the confidentiality and integrity of sensitive information, maintaining business continuity, and fostering trust with our stakeholders. ​ We have designed and assessed our cybersecurity risk management program based on the Center for Internet Security Critical Security Controls guidelines. ​ We also align our program to meet regulatory requirements, including gaming regulatory requirements, financial reporting requirements and internal controls requirements, among others.
Our chief information officer has over twenty-five years leading IT and Cybersecurity teams and continually improve his expertise through cybersecurity classes and collaborate with cybersecurity professionals in hospitality industry. ​ In addition, we have a management Cybersecurity committee, which is comprised of chief executive officer, chief information officer, corporate director of internal audit and executive vice president of finance.
Our Chief Information Officer leads a team with specific assignments in these cybersecurity risk management areas. ​ Our Chief Information Officer has over twenty-five years leading IT and Cybersecurity teams and continually improve his expertise through cybersecurity classes and collaboration with cybersecurity professionals in hospitality industry. ​ From time to time, our Chief Information Officer meets with a group of senior management to address certain cybersecurity matters.
Our strategy is developed to be in harmony with our business objectives, incorporating industry best practices, staying abreast of evolving cyber threats, and complying with regulatory standards. ​ Recognizing the critical role of human factors in cybersecurity, we implement comprehensive education and awareness programs for all employees.
Our strategy seeks to be in line with our business objectives, staying abreast of evolving cyber threats, and complying with regulatory standards.
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ITEM 1C. CYBERSECURITY ​ Cybersecurity Risk Management and Strategy ​ In today's increasingly interconnected world, cybersecurity is not just a concern, it's a fundamental responsibility.
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ITEM 1C. CYBERSECURITY ​ Cybersecurity Risk Management and Strategy ​ Maintaining and improving our cybersecurity capabilities is a high priority for our business.
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This program is designed to not only address current challenges but also proactively position us to mitigate future risks and maintain a resilient digital posture. ​ The foundation of our cybersecurity framework is built on continuous risk management practices. We conduct regular threat assessments, administrative reviews, and vulnerability scans to proactively identify and evaluate cybersecurity risks.
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This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use industry standard frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. ​ Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
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These programs are designed to promote safe online practices and encourage prompt incident reporting. Additionally, we conduct phishing simulations and other exercises to measure and improve our employees' ability to recognize and respond to cyber threats effectively. ​ Our incident response and recovery planning is a key component of our cybersecurity efforts.
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We use an overall risk management process by coordinating with other departments such as human resources, legal, finance, accounting, and business operations. ​ As part of our cybersecurity risk management program, we regularly perform risk assessments to help identify material cybersecurity risks, including vulnerability analysis, industry-specific risks, and required regulatory adherence.
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We have developed and documented an incident response plan that outlines specific procedures for identifying, containing, and remediating cyber incidents. Regular testing of this plan ensures its effectiveness, with adjustments made as necessary.
Added
We also use external third-party service providers, where appropriate, to assess, test or otherwise assist us with aspects of our cybersecurity program. ​ Our cybersecurity risk management program includes (1) a security team led by our Chief Information Officer that is principally responsible for managing our cybersecurity risk assessment processes, our security controls, our response to cybersecurity incidents; (2) a cybersecurity incident response plan that that outlines specific procedures for identifying, containing, and remediating cyber incidents, combined with regular testing of this plan to monitor effectiveness, with adjustments made as necessary; (3) backups of essential data and systems; and (4) a third-party risk management process for service providers, suppliers and vendors. ​ On the technical front, we deploy a variety of safeguards to protect our systems.
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Furthermore, we maintain backups of essential data and systems to enable swift recovery from any cyber incidents. ​ On the technical front, we deploy a variety of safeguards to protect our systems. These include firewalls, intrusion detection and prevention systems, data encryption, and strict access controls.
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These include firewalls, intrusion detection and prevention systems, data encryption, and strict access controls. Regular updates and patches are applied to software and firmware to mitigate known vulnerabilities and strengthen our security posture. ​ Recognizing the critical role of human factors in cybersecurity, we implement education and awareness programs for our team members.
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Regular updates and patches are applied to software and firmware to mitigate known vulnerabilities and strengthen our security posture. ​ Risk assessment is an ongoing process within our organization. We routinely perform assessments to identify, analyze, and prioritize cybersecurity risks.
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These programs are designed to promote safe online practices and encourage prompt incident reporting.
Removed
The outcomes of these assessments directly inform our cybersecurity strategy and guide the allocation of resources. ​ In response to the recent SEC cybersecurity disclosure rule, we have updated our cybersecurity program to incorporate the requirements to disclose, as appropriate or required and if deemed to be material, such a material incident via a Form 8-K within four (4) business days of determining the occurrence of such a cybersecurity incident. ​ Management’s Role ​ Our chief information officer and our security architect are responsible for day-to-day assessing and managing the cybersecurity risk and threats through internal assessment tools as well as third-party control tests, for audits and evaluation against industry standards and regulations.
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Additionally, we conduct phishing simulations and other exercises to measure and improve our team members' ability to recognize and respond to cyber threats effectively. ​ We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incident attempts, which have materially affected us, including our operations, business strategy, results of operations, or financial condition. ​ Cybersecurity Governance ​ Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee of our Board of Directors oversight of cybersecurity and other information technology risks. ​ 29 Table of Contents The Audit Committee oversees management’s implementation of our cybersecurity risk management program.
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The Cybersecurity committee is responsible to set strategy and ensure our cybersecurity program is consistently evaluated and kept up to date with the latest developments in the cybersecurity. ​ Board of Directors Oversight ​ Our board of directors plays a crucial role in overseeing our cybersecurity program.
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The Audit Committee typically receives quarterly reports from our Chief Information Officer on our cybersecurity risks and the implementation of our cybersecurity risk management program. ​ Our Board of Directors’ practice has historically been to sit in on quarterly Audit Committee meetings and thereby receives and can participate in the quarterly presentations on cybersecurity matters from our Chief Information Officer. ​ Our Chief Information officer is responsible for day-to-day assessment and management of cybersecurity risks and threats through internal assessment tools as well as third-party control tests, and for audits and evaluation against industry standards and regulations.
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The board receives regular updates on cybersecurity program's status and effectiveness by the Cybersecurity committee. The audit committee oversees the cybersecurity program and provides strategic guidance to management, ensuring that our approach to cybersecurity remains robust, proactive, and aligned with our business needs. ​ 29 Table of Contents
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This group typically includes, the Chief Executive Officer, the Corporate Director of Internal Audit and the Executive Vice President of Finance. ​ ​ 30 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIE S ​ As of December 31, 2024, our properties consist of: ​ Reno, Nevada Properties : ​ (a) An approximately 13-acre site on which the Atlantis is situated, including the hotel towers, casino, restaurant facilities and surrounding parking. ​ (b) An approximately 16-acre site, adjacent to the Atlantis and connected to the Atlantis by the Sky Terrace, which includes approximately 11 acres of paved parking used for customer, employee and valet parking.
Biggest changePROPERTIE S ​ As of December 31, 2025, our properties consist of: ​ Reno, Nevada Properties : ​ (a) An approximately 13-acre site on which the Atlantis is situated, including the hotel towers, casino, restaurant facilities and surrounding parking. ​ (b) An approximately 16-acre site, adjacent to the Atlantis and connected to the Atlantis by the Sky Terrace, which includes approximately 11 acres of paved parking used for customer, employee and valet parking.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDING S ​ This information is incorporated by reference from Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements, Note 11 of this Form 10-K. ​ ITEM 4. MINE SAFETY DISCLOSURE S ​ Not applicable. 30 Table of Contents PART II ​
Biggest changeITEM 3. LEGAL PROCEEDING S ​ This information is incorporated by reference from Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements, Note 11 of this Form 10-K. ​ ITEM 4. MINE SAFETY DISCLOSURE S ​ Not applicable. 31 Table of Contents PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe actual timing, number and value of shares repurchased under the Repurchase Plan will be determined by management at its discretion and will depend on a number of factors, including the market price of our common stock, general market economic conditions and applicable legal requirements. ​ During the fourth quarter ended December 31, 2024, the Company purchased no shares of the Company’s common stock on the open market under the Repurchase Plan.
Biggest changeThe actual timing, number and value of shares repurchased under the Repurchase Plan will be determined by management at its discretion and will depend on a number of factors, including the market price of our common stock, general market economic conditions and applicable legal requirements. ​ The following table presents the number and average price of shares purchased in each fiscal month of the quarter ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total number of shares purchased (1) ​ ​ ​ Average price paid per share (2) ​ Total number of shares purchased as part of publicly announced plans or programs (1) (2) ​ Maximum number of shares that may yet be purchased under the plans or programs (2) October 1, 2025 - October 31, 2025 ​ 270,956 ​ $ 90.31 ​ 1,672,480 ​ 1,327,520 November 1, 2025 - November 30, 2025 ​ 128,102 ​ ​ 93.58 ​ 1,800,582 ​ 1,199,418 December 1, 2025 - December 31, 2025 ​ 46,657 ​ ​ 97.36 ​ 1,847,239 ​ 1,152,761 Total ​ 445,715 ​ $ 91.98 ​ 1,847,239 ​ 1,152,761 ​ (1) This amount represents a repurchase pursuant to our Repurchase Plan, see Note 10.
We had used our free cash flow to finance our operating activities, our capital expenditures and to pay down our debt. ​ On February 7, 2023, the Company’s board of directors authorized a one-time cash dividend of $5.00 per share of its outstanding common stock, payable on March 15, 2023, to stockholders of record of the Company on March 1, 2023.
We had used our free cash flow to finance our operating activities, our capital expenditures and to pay down our debt. ​ On February 7, 2023, our Board of Directors authorized a one-time cash dividend of $5.00 per share of its outstanding common stock, payable on March 15, 2023, to our stockholders of record on March 1, 2023.
While we intend to continue paying comparable cash dividends quarterly, there can be no assurance that our board of directors will declare dividends at all or on a regular basis or that the amount of our dividends will not change. ​ 31 Table of Contents STOCK PERFORMANCE GRAPH ​ The following chart reflects the cumulative total shareholder return (change in stock price plus reinvested dividends) of a $100 investment in our common stock from the five-year period from December 31, 2019 through December 31, 2024, in comparison to the Standard & Poor’s 500 Composite Stock Index and the Standard & Poor’s 1500 Casinos & Gaming Index.
While we intend to continue paying comparable cash dividends quarterly, there can be no assurance that our Board of Directors will declare dividends at all or on a regular basis or that the amount of our dividends will not change. ​ 32 Table of Contents STOCK PERFORMANCE GRAPH ​ The following chart reflects the cumulative total shareholder return (change in stock price plus reinvested dividends) of a $100 investment in our common stock from the five-year period from December 31, 2020 through December 31, 2025, in comparison to the Standard & Poor’s 500 Composite Stock Index and the Standard & Poor’s 1500 Casinos & Gaming Index.
The board of directors also approved, commencing in the second quarter of 2023, a recurring annual cash dividend of $1.20 per outstanding share of Common Stock to be paid in quarterly amounts. In 2024 we paid $1.20 per share of its outstanding common stock. See Item 8.
Our Board of Directors also approved, commencing in the second quarter of 2023, a recurring annual cash dividend of $1.20 per outstanding share of common stock to be paid in quarterly amounts. In 2025 we paid $1.20 per share of its outstanding common stock. See Item 8.
Up to December 31, 2022, we have never paid dividends on our common stock.
Prior to December 31, 2022, we have never paid dividends on our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIE S ​ Market Information. Our common stock trades on The Nasdaq Stock Market under the symbol MCRI. ​ Stockholders. As of February 14, 2025, there were approximately 101 stockholders of record of our common stock. ​ Dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIE S ​ Market Information. Our common stock trades on The Nasdaq Stock Market under the symbol MCRI. ​ Stockholders. As of February 18, 2026, there were approximately 57 stockholders of record of our common stock. ​ Dividends.
As of December 31, 2024, we have an authorization to purchase up to 1,950,040 shares under the Repurchase Plan. ​ ​ ITEM 6. RESERVED ​ ​ 33 Table of Contents
As of December 31, 2025, we have authorization to purchase up to 1,152,761 shares under the Repurchase Plan. ​ ​ ​ ITEM 6. RESERVED ​ ​ 34 Table of Contents
The comparisons are not intended to forecast or be indicative of possible future performance of our common stock. ​ The following performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending ​ Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Monarch Casino & Resort, Inc. ​ 100.00 ​ 126.10 ​ 152.32 ​ 158.37 ​ 154.22 ​ 178.88 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 ​ S&P 1500 Casinos & Gaming Index 100.00 115.48 113.77 90.05 104.02 97.42 ​ ​ Source: S&P Global Market Intelligence © 2024 ​ ​ 32 Table of Contents Repurchases ​ On October 22, 2014, the board of directors of Monarch authorized a stock repurchase plan (the “Repurchase Plan”).
The comparisons are not intended to forecast or be indicative of possible future performance of our common stock. ​ The following performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending ​ Index ​ ​ ​ 12/31/2020 ​ ​ ​ 12/31/2021 ​ ​ ​ 12/31/2022 ​ ​ ​ 12/31/2023 ​ ​ ​ 12/31/2024 ​ ​ ​ 12/31/2025 Monarch Casino & Resort, Inc. ​ 100.00 ​ 120.79 ​ 125.60 ​ 112.95 ​ 128.88 ​ 156.32 S&P 500 Index 100.00 126.89 102.22 126.99 156.59 182.25 ​ S&P 1500 Casinos & Gaming Index 100.00 98.49 77.87 89.52 83.25 89.49 ​ ​ Source: Seeking Alpha ​ ​ 33 Table of Contents Repurchases ​ On October 22, 2014, the board of directors of Monarch authorized a stock repurchase plan (the “Repurchase Plan”).
Added
(2) In the fourth quarter of 2025, under the authority of the Repurchase Plan, the Company purchased 445,715 shares at average price between $89.45 and $99.83 per share on the open market. ​ In the year ended December 31, 2025, under its existing Repurchase Plan, the Company purchased 797,279 shares of its common stock on the open market for an aggregate purchase cost of $72.2 million.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data ​ 44 ​ ​ ​ Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022 ​ 47 ​ ​ ​ Consolidated Balance Sheets at December 31, 2024 and 2023 ​ 48 ​ ​ ​ Consolidated Statements of Stockholder’s Equity for the years ended December 31, 2024, 2023 and 2022 ​ 49 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 ​ 50 ​ ​ ​ Monarch Casino & Resort, Inc. and Subsidiaries Notes to Consolidated Financial Statements ​ 51 ​ ​ ​
Biggest changeFinancial Statements and Supplementary Data ​ 45 ​ ​ ​ Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 ​ 48 ​ ​ ​ Consolidated Balance Sheets at December 31, 2025 and 2024 ​ 49 ​ ​ ​ Consolidated Statements of Stockholder’s Equity for the years ended December 31, 2025, 2024 and 2023 ​ 50 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 ​ 51 ​ ​ ​ Monarch Casino & Resort, Inc. and Subsidiaries Notes to Consolidated Financial Statements ​ 52 ​ ​ ​
Item 6. Reserved ​ 33 ​ ​ ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 34 ​ ​ ​ Item 8.
Item 6. Reserved ​ 34 ​ ​ ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 35 ​ ​ ​ Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNet income and diluted EPS for the years ended December 31, 2024 and 2023, were impacted by: i) $27.6 million loss on litigation between Monarch and PCL recognized in the year ended December 31, 2024; ii) higher depreciation expense ($51.4 million and $47.3 million in 2024 and 2023, respectively); offset by i) the effective tax rate (21.6% in 2024 and 24.0% in 2023), based primarily on the amount of the excess tax benefit on stock compensation; ii) lower legal and consulting costs related to the litigation between Monarch and PCL ($0.8 million and $6.9 million in 2024 and 2023, respectively).
Biggest changeNet income and diluted EPS for the years ended December 31, 2025 and 2024, were impacted by: (i) $27.6 million, or $1.14 per diluted EPS, of accrued loss relating to the principal judgment on the litigation between the Company and the Monarch Black Hawk’s general contractor, PCL Construction Services, Inc. recorded in 2024; (ii) $2.75 million, or $0.12 per diluted EPS, from accrued interest expense relating to the principal judgment on the litigation between the Company and Monarch Black Hawk’s general contractor, PCL Construction Services, Inc., recorded in 2025; (iii) $1.6 million, or $0.07 per diluted EPS, from higher legal and consulting costs relating to the same litigation and the Company’s ongoing appeal of the related judgment; and (iv) $3.9 million, or $0.17 per diluted EPS, from accrual for other litigation expenses.
We also own Chicago Dogs Eatery, Inc. and Monarch Promotional Association, both of which were formed in relation to licensure requirements for extended hours of liquor operation in Black Hawk, Colorado. ​ Our business strategy is to maximize revenues, operating income and cash flow primarily through our casino, food and beverage, and hotel operations at the Atlantis and Monarch Black Hawk.
We also own Chicago Dogs Eatery, Inc. and Monarch Promotional Association, Inc., both of which were formed in relation to licensure requirements for extended hours of liquor operation in Black Hawk, Colorado. ​ Our business strategy is to maximize revenues, operating income and cash flow primarily through our casino, food and beverage, and hotel operations at the Atlantis and Monarch Black Hawk.
Revenue per available room ("RevPAR") represents total hotel revenue per available room and is a representation of the occupancy rate, ADR and miscellaneous hotel sales. ​ Operating margins: Our management is consistently focused on controlling expenses and finding cost savings, without affecting the quality of the product we offer and our guests’ services and experience.
Revenue per available room ("RevPAR") represents total hotel revenue per available room and is a representation of the occupancy rate, ADR and miscellaneous hotel sales. ​ Operating margins: Our management is consistently focused on controlling expenses and finding cost savings, without affecting the quality of the product we offer and the quality of our guests’ services and experience.
Therefore, you should not rely on any of these forward-looking statements. ​ Various risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to change significantly from those set forth in our forward-looking statements, including the following factors: ​ ● our ability to successfully implement our business and growth strategies; ● our ability to successfully defend against and remove the liens recorded against the Monarch Black Hawk by the general contractor and certain subcontractors with respect to the expansion and renovation of the property; ● access to available and reasonable financing on a timely basis; ● our ability to maintain strong working relationships with our regulators, employees, lenders, suppliers, insurance carriers, customers, and other stakeholders; ● impact of any uninsured losses; 34 Table of Contents ● changes in guest visitation or spending patterns due to health or other concerns; ● construction factors, including delays, disruptions, availability of labor and materials, increased costs of labor and materials, contractor disagreements, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, building permit issues and other regulatory approvals or issues; ● ongoing disagreements over costs of and responsibility for delays and other construction related matters with our Monarch Black Hawk general contractor, PCL including, as previously reported, the litigation against us by such contractor, the court’s decision, issued February 14, 2025, following the trial of the matter in 2023, and our likely appeal of that decision; ● affirmative and extensive counterclaims for construction defects, breach of contract, breach of warranty, fraud, fraudulent inducement, negligence and other construction related claims that we have filed against the Monarch Black Hawk contractor, PCL in the above-mentioned litigation in which litigation the parties recently received the Court’s decision following the trial of the matter in 2023 and likely appeal of that decision; ● our potential need to post bonds or other forms of surety to support our legal remedies, including in connection with the potential appeal noted above; ● risks related to development and construction activities (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems and delays; shortages of materials or skilled labor; environmental, health and safety issues; weather and other hazards, site access matters, and unanticipated cost increases); ● changes in laws mandating increases in minimum wages and employee benefits; ● changes in laws, rules and regulations permitting expanded and other forms of gaming in our key markets; ● the effects of labor shortages on our market position, growth and financial results; ● current broad-based inflation on the economy, including supply and wage inflation; ● the potential of increased regulatory and other burdens to address the direct and indirect impacts of the spread of infectious diseases; ● guest acceptance of our expanded facilities at Monarch Black Hawk and the resulting impact on our market position, growth and financial results; ● competition in our target market areas; ● our dependence on two resorts; ● our ability to realize the anticipated benefits of our expansion and renovation projects, including the Monarch Black Hawk Expansion; ● our ability to effectively manage expenses to optimize our margins and operating results; ● risks related to our present indebtedness and future borrowings and our ability to meet our debt obligations and comply with our loan covenants; ● adverse trends in the gaming industries; ● changes in patron demographics; ● general market and economic conditions, including but not limited to, the effects of local and national economic, credit and capital market conditions, housing and energy conditions on the economy in general and on the gaming and lodging industries in particular; ● our ability to generate sufficient operating cash flow to finance our expansion plans and fund working capital; ● the impact of rising interest rates and our ability to refinance debt as it matures at commercially reasonable rates or at all; ● disruptions and shortages in the supply chain; ● ability of large stockholders to influence our affairs; ● our dependence on key personnel; ● the availability of adequate levels of insurance; ● changes in federal, state, and local laws, rules and regulations, including environmental and gaming licenses or legislation and regulations; ● our ability to comply with existing laws and regulations to which we are subject; 35 Table of Contents ● our ability to obtain and maintain gaming and other governmental licenses and regulatory approvals; ● any violations by us of the anti-money laundering laws; ● cybersecurity risks, including misappropriation of customer information or other breaches of information security; ● impact of natural disasters, severe weather, terrorist activity and similar events; ● competitive environment, including increased competition in our target market areas; ● increases in the effective rate of taxation at any of our properties or at the corporate level; ● our ability to successfully estimate the impact of accounting, tax and legal matters; ● risks, uncertainties and other factors described from time to time in this and our other SEC filings and reports; ● the effects of macro and micro economic conditions on employment growth in the economy in general; ● the effects of labor shortages on our ability to grow our business and to expand our market share in each of our key markets; ● our ability to generate sufficient cash flow and manage our expenses to deleverage the Company; ● the impact of the events occurring in Eastern Europe and other parts of the world, including the conflict taking place in Ukraine and Israel; ● adverse impacts of an infectious disease outbreak on our business, construction projects, financial condition and operating results; ● actions by government officials at the federal, state and/or local level with respect to steps to be taken, including, without limitation, temporary or extended shutdowns, travel restrictions, social distancing and shelter-in-place orders, in connection with an infectious disease outbreak; ● our ability to manage guest safety concerns caused by an infectious disease outbreak; and ● the impact of newly proposed tariffs imposed on goods originating from Mexico, Canada or China. ​ For a more detailed description of certain Risk Factors affecting our business, see Item 1A, “Risk Factors.” ​ We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions, except as required by law.
Therefore, you should not rely on any of these forward-looking statements. ​ Various risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to change significantly from those set forth in our forward-looking statements, including the following factors: ​ ● our ability to successfully implement our business and growth strategies; ● our ability to successfully defend against and remove the liens recorded against the Monarch Black Hawk by the general contractor and certain subcontractors with respect to the expansion and renovation of the property; ● access to available and reasonable financing on a timely basis; ● our ability to maintain strong working relationships with our regulators, employees, lenders, suppliers, insurance carriers, customers, and other stakeholders; ● impact of any uninsured losses; ● changes in guest visitation or spending patterns due to health or other concerns; 35 Table of Contents ● construction factors, including delays, disruptions, availability of labor and materials, increased costs of labor and materials, contractor disagreements, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, building permit issues and other regulatory approvals or issues; ● ongoing disagreements over costs of and responsibility for delays and other construction related matters with our Monarch Black Hawk general contractor, PCL including, as previously reported, the litigation against us by such contractor, the court’s decision, issued February 14, 2025, following the trial of the matter in 2023, and our appeal of that decision; ● affirmative and extensive counterclaims for construction defects, breach of contract, breach of warranty, fraud, fraudulent inducement, negligence and other construction related claims that we have filed against the Monarch Black Hawk contractor, PCL in the above-mentioned litigation in which litigation the parties recently received the Court’s decision following the trial of the matter in 2023 and appeal of that decision; ● our potential need to post bonds or other forms of surety to support our legal remedies, including in connection with the potential appeal noted above; ● risks related to development and construction activities (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems and delays; shortages of materials or skilled labor; environmental, health and safety issues; weather and other hazards, site access matters, and unanticipated cost increases); ● changes in laws mandating increases in minimum wages and employee benefits; ● changes in laws, rules and regulations permitting expanded and other forms of gaming in our key markets; ● the effects of labor shortages on our market position, growth and financial results; ● current broad-based inflation on the economy, including supply and wage inflation; ● the potential of increased regulatory and other burdens to address the direct and indirect impacts of the spread of infectious diseases; ● guest acceptance of our expanded facilities at Monarch Black Hawk and the resulting impact on our market position, growth and financial results; ● competition in our target market areas; ● our dependence on two resorts; ● our ability to realize the anticipated benefits of our expansion and renovation projects. ● our ability to effectively manage expenses to optimize our margins and operating results; ● risks related to our present indebtedness and future borrowings and our ability to meet our debt obligations and comply with our loan covenants; ● adverse trends in the gaming industries; ● changes in patron demographics; ● general market and economic conditions, including but not limited to, the effects of local and national economic, credit and capital market conditions, housing and energy conditions on the economy in general and on the gaming and lodging industries in particular; ● our ability to generate sufficient operating cash flow to finance our expansion plans and fund working capital; ● the impact of rising interest rates and our ability to refinance debt as it matures at commercially reasonable rates or at all; ● disruptions and shortages in the supply chain; ● ability of large stockholders to influence our affairs; ● our dependence on key personnel; ● the availability of adequate levels of insurance; ● changes in federal, state, and local laws, rules and regulations, including environmental and gaming licenses or legislation and regulations; ● our ability to comply with existing laws and regulations to which we are subject; ● our ability to obtain and maintain gaming and other governmental licenses and regulatory approvals; ● any violations by us of the anti-money laundering laws; 36 Table of Contents ● cybersecurity risks, including misappropriation of customer information or other breaches of information security; ● impact of natural disasters, severe weather, terrorist activity and similar events; ● competitive environment, including increased competition in our target market areas; ● increases in the effective rate of taxation at any of our properties or at the corporate level; ● our ability to successfully estimate the impact of accounting, tax and legal matters; ● risks, uncertainties and other factors described from time to time in this and our other SEC filings and reports; ● the effects of macro and micro economic conditions on employment growth in the economy in general; ● the effects of labor shortages on our ability to grow our business and to expand our market share in each of our key markets; ● our ability to generate sufficient cash flow and manage our expenses to deleverage the Company; ● the impact of the regional wars and conflicts throughout the world; ● adverse impacts of an infectious disease outbreak on our business, construction projects, financial condition and operating results; ● actions by government officials at the federal, state and/or local level with respect to steps to be taken, including, without limitation, temporary or extended shutdowns, travel restrictions, social distancing and shelter-in-place orders, in connection with an infectious disease outbreak; ● our ability to manage guest safety concerns caused by an infectious disease outbreak; and ● the impact of tariffs imposed on goods originating from Mexico, Canada, China or other parts of the world. ​ For a more detailed description of certain Risk Factors affecting our business, see Item 1A, “Risk Factors.” ​ We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions, except as required by law.
Our hands-on management style focuses on customer service and cost efficiencies. 36 Table of Contents ​ FACTORS IMPACTING OUR RESULTS OF OPERATIONS ​ Our operating results may be affected by, among other things, competitive factors, gaming tax increases, mandated minimum wages, the commencement of new gaming operations, renovations at our facilities, general public sentiment regarding travel and public gatherings, overall economic conditions and governmental policies affecting the disposable income of our patrons, public health conditions including global pandemics and localized outbreaks of infectious diseases, terrorism and weather conditions affecting our properties, as well as those matters discussed in Item 1A.
Our hands-on management style focuses on customer service and cost efficiencies. ​ FACTORS IMPACTING OUR RESULTS OF OPERATIONS ​ Our operating results may be affected by, among other things, competitive factors, gaming tax increases, mandated minimum wages, the commencement of new gaming operations, renovations at our facilities, general public sentiment regarding travel and public gatherings, overall economic conditions and governmental policies affecting the disposable income of our patrons, public health conditions including global pandemics and localized outbreaks of infectious diseases, terrorism and weather conditions affecting our properties, as well as those matters discussed in Item 1A.
We expect that the Company’s cash position in the next quarters may be negatively impacted by the outstanding payments related to the Monarch Black Hawk Expansion project litigation and the judgment of $74.6 million issued February 14, 2025, which are included in the Current Liability on the balance sheet as of December 31, 2024.
We expect that the Company’s cash position in the next quarters may be negatively impacted by the outstanding payments related to the Monarch Black Hawk Expansion project litigation and the judgment of $74.6 million issued February 14, 2025, which are included in Current Liabilities on the balance sheet as of December 31, 2025 and December 31,2024.
We use historical data and projections to estimate expected volatility and expected employee behaviors related to option exercises and forfeitures. ​ 42 Table of Contents RECENTLY ISSUED ACCOUNTING STANDARDS ​ A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies.
We use historical data and projections to estimate expected volatility and expected employee behaviors related to option exercises and forfeitures. ​ 43 Table of Contents RECENTLY ISSUED ACCOUNTING STANDARDS ​ A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies.
If we are unable to generate sufficient cash flow in the upcoming months or if our cash needs exceed the Company’s borrowing capacity under the Amended Credit Facility, we could be required to adopt one or more alternatives, such as reducing, delaying or eliminating planned capital expenditures, selling assets, restructuring debt or issuing additional equity. ​ CRITICAL ACCOUNTING POLICIES AND ESTIMATES ​ We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”).
If we are unable to generate sufficient cash flow in the upcoming months or if our cash needs exceed the Company’s available cash and borrowing capacity under the Amended Credit Facility, we could be required to adopt one or more alternatives, such as reducing, delaying or eliminating planned capital expenditures, selling assets, or issuing additional equity. ​ CRITICAL ACCOUNTING POLICIES AND ESTIMATES ​ We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”).
Intercompany balances and transactions are eliminated. ​ 41 Table of Contents Casino Revenues Casino revenues represent the net win from gaming activity, which is the difference between the amounts won and lost, which represents the transaction price. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers.
Intercompany balances and transactions are eliminated. ​ 42 Table of Contents Casino Revenues Casino revenues represent the net win from gaming activity, which is the difference between the amounts won and lost, which represents the transaction price. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers.
We believe that we are in full compliance. ​ As of December 31, 2024, the Company had no outstanding principal balance under the Sixth Amended Credit Facility, a $0.6 million standby letter of credit and $99.4 million remained available for borrowing. ​ We believe that the expected cash flows from operating activities and the $99.4 million available under our Amended Credit Facility as of December 31, 2024 will be sufficient to support our current operations, meet our debt obligations and fulfill our capital expenditure plans for the twelve months from the filing of Form 10-K for the year ended December 31, 2024; however, we are surrounded by uncertainty about financial, economic, competitive, regulatory, and other factors, many of which are beyond our control.
We believe that we are in full compliance. ​ As of December 31, 2025, the Company had no outstanding principal balance under the Amended Credit Facility, a $0.6 million standby letter of credit and $99.4 million remained available for borrowing. ​ We believe that the available cash in bank, expected cash flows from operating activities and the $99.4 million available under our Amended Credit Facility as of December 31, 2025 will be sufficient to support our current operations, meet our debt obligations and fulfill our capital expenditure plans for the twelve months from the filing of Form 10-K for the year ended December 31, 2025; however, we are surrounded by uncertainty about financial, economic, competitive, regulatory, and other factors, many of which are beyond our control.
Changes in the average revenue per cover might be an indicator for changes in menu offerings, changes in menu prices or may indicate changes in our guests’ preferences and purchasing habits. ​ Hotel revenue KPI: The main KPIs used in managing our hotel operation are the occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period, and the average daily rate (“ADR”, a price indicator), which is the average price per sold room.
Changes in the average revenue per cover might be an indicator for changes in menu offerings, changes in menu prices or may indicate changes in our guests’ preferences and purchasing habits. ​ 38 Table of Contents Hotel revenue KPI: The main KPIs used in managing our hotel operation are the occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period, and the average daily rate (“ADR”, a price indicator), which is the average price per sold room.
The consolidated financial statements and the accompanying notes contain additional detailed information that should be referred to when reviewing this material. ​ Cautionary Note on Forward-Looking Statements ​ This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) regarding our expectations and beliefs concerning the cost, financing and impact of our Monarch Black Hawk Expansion; future expansion and acquisition opportunities; positioning of our properties to benefit from future macro and local economic growth; business prospects; business strategies and outlook; competitive advantages and sources of competition; marketing strategy; approvals and licensing requirements; employee relations; capital requirements; anticipated source of funds and adequacy of such funds to meet our debt obligations and capital requirements; financial condition, legal matters and other matters.
The consolidated financial statements and the accompanying notes contain additional detailed information that should be referred to when reviewing this material. ​ Cautionary Note on Forward-Looking Statements ​ This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) regarding our expectations and beliefs concerning future expansion and acquisition opportunities; positioning of our properties to benefit from future macro and local economic growth; business prospects; business strategies and outlook; competitive advantages and sources of competition; marketing strategy; approvals and licensing requirements; employee relations; capital requirements; anticipated source of funds and adequacy of such funds to meet our debt obligations and capital requirements; financial condition, legal matters and other matters.
Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. ​ 37 Table of Contents Food and Beverage revenue KPI: The main KPIs in managing our food and beverage (“F&B”) operations are covers and average revenue per cover.
Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. ​ Food and Beverage revenue KPI: The main KPIs in managing our food and beverage (“F&B”) operations are covers and average revenue per cover.
“RISK FACTORS” above. ​ The following significant factors and trends should be considered in analyzing our operating performance: ​ Atlantis: We continuously upgrade our property. With quality gaming, hotel and dining products, we believe the Atlantis is well positioned to benefit from future macro and local economic growth.
“Risk Factors” above. ​ 37 Table of Contents The following significant factors and trends should be considered in analyzing our operating performance: ​ Atlantis: We continuously upgrade our property. With quality gaming, hotel and dining products, we believe the Atlantis is well positioned to benefit from future macro and local economic growth.
Example of forward-looking statements include, among others, statements we make regarding: (i) our belief that we have sufficient liquidity to fund our operations and any remaining renovation projects, litigation costs and ongoing capital expenditures; (ii) our belief that our business is well-positioned to benefit from the continued gaming industry expansion after the pandemic; (iii) our expectation regarding the availability of future acquisition opportunities; (iv) our beliefs regarding the quality of our products and guest services in Reno and Black Hawk; (v) our expectations regarding our guests' acceptance of the casino, hotel and related amenities at Monarch Casino Resort Spa Black Hawk and Atlantis; (vi) our expectations regarding our future position in, and share of, the high-end segment of the market and the quality of service we provide to our guests; (vii) our expectations regarding the litigation and any appeal relating to the construction of the Monarch Black Hawk expansion and related liens recorded by the general contractor and certain subcontractors against the Monarch Black Hawk; (viii) our belief regarding the proximity that the Reno-Sparks Convention Center will have on the Atlantis; (ix) the continuing strength of our balance sheet and our expected free cash flow; (x) our expectations regarding continuing our dividend payments in the future; (xi) our belief regarding the appeal of the locations of our properties to certain segments of our customers; (xii) our expectations regarding broad-based employment growth in the Reno market; and (xiii) our beliefs regarding the impact that Monarch Rewards will have on guest loyalty at each of our properties.
Example of forward-looking statements include, among others, statements we make regarding: (i) our belief that we have sufficient liquidity to fund our operations and any remaining renovation projects, litigation costs and ongoing capital expenditures; (ii) our expectation regarding the availability of future acquisition opportunities; (iii) our beliefs regarding the quality of our products and guest services in Reno and Black Hawk; (iv) our expectations regarding our guests' acceptance of the casino, hotel and related amenities at Monarch Casino Resort Spa Black Hawk and Atlantis; (v) our expectations regarding our future position in, and share of, the high-end segment of the market and the quality of service we provide to our guests; (vi) our expectations regarding the litigation and any appeal relating to the construction of the Monarch Black Hawk expansion and related liens recorded by the general contractor and certain subcontractors against the Monarch Black Hawk; (vii) our belief regarding the proximity that the Reno-Sparks Convention Center will have on the Atlantis; (viii) the continuing strength of our balance sheet and our expected free cash flow; (ix) our expectations regarding continuing our dividend payments in the future; (x) our belief regarding the appeal of the locations of our properties to certain segments of our customers; (xi) our expectations regarding broad-based employment growth in the Reno market; and (xii) our beliefs regarding the impact that Monarch Rewards will have on guest loyalty at each of our properties.
As of December 31, 2024, the Company’s Total Leverage Ratio and Fixed Charge Coverage Ratio associated with the Prior Facility was 0.0:1.0 and 84.4:1.0. ​ On February 24, 2025, Wells Fargo Bank agreed to waive its right to declaring an event of default under the Sixth Amended Credit Facility arising out of the February 14, 2025 judgment on the litigation between Monarch and PCL, so long as we strictly comply with each and every other provision of the Credit Facility.
As of December 31, 2025, the Company’s Total Leverage Ratio and Fixed Charge Coverage Ratio associated with the Prior Facility was 0.0:1.0 and 149.7:1.0. ​ On February 24, 2025, Wells Fargo Bank agreed to waive its right to declaring an event of default under the Amended Credit Facility arising out of the February 14, 2025 judgment on the litigation between Monarch and PCL, so long as we strictly comply with each and every other provision of the Credit Facility.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. ​ CAPITAL SPENDING AND DEVELOPMENT ​ We seek to continuously upgrade and maintain our facilities in order to present a fresh, high quality product to our guests.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. ​ 40 Table of Contents CAPITAL SPENDING AND DEVELOPMENT ​ We seek to continuously upgrade and maintain our facilities in order to present a fresh, high-quality product to our guests.
The Sixth Amended Credit Facility amends and restates the Company’s $100.0 million credit facility, dated as of February 1, 2023 (the “Prior Facility”). ​ 40 Table of Contents The Sixth Amended Credit Facility extends the maturity date to January 1, 2028 and removes the lien on real property under the Prior Facility.
The Amended Credit Facility amends and restates the Company’s $100.0 million credit facility, dated as of February 1, 2023 (the “Prior Facility”). ​ The Amended Credit Facility extends the maturity date to January 1, 2028 and removes the lien on real property under the Prior Facility.
We believe that the quality of our expanded product and exceptional guest service will meet the demand of the high-end segment of the market and will grow revenue and accelerate market share. ​ KEY PERFORMANCE INDICATORS ​ We use certain Key Performance Indicators (“KPI”) to manage our operation and measure our performance. ​ Gaming revenue KPI: Our management reviews on a consistent basis the volume metrics and hold percentage metrics for each gaming area.
We believe that the quality of our expanded product and exceptional guest service will meet the demand of the high-end segment of the market and will grow revenue and accelerate market share. ​ KEY PERFORMANCE INDICATORS ​ We use certain Key Performance Indicators (“KPI”) to manage our operation and measure our performance. ​ Gaming revenue KPI: Our management regularly the volume metrics and hold percentage metrics for each gaming area.
In managing the food and beverage operation we use Cost Of Goods Sold (“COGS”) percentage, which represents a percentage of product cost to the food and beverage revenue and is a measurement of commodity prices and menu sales prices. ​ Our management evaluates the KPIs as compared to prior periods, the peer group, or market, as well as for any trends. ​ RESULTS OF OPERATIONS ​ Comparison of Operating Results for the Years Ended December 31, 2024 and 2023 ​ For the year ended December 31, 2024, our net income totaled $72.8 million, or $3.84 per diluted share, compared to net income of $82.4 million, or $4.20 per diluted share for the same period of 2023, reflecting a 11.7% decrease in net income and 8.6% decrease in diluted EPS (“Earnings Per Share”).
In managing the food and beverage operation we use cost of goods sold (“COGS”) percentage, which represents a percentage of product cost to the food and beverage revenue and is a measurement of commodity prices and menu sales prices. ​ Our management evaluates the KPIs as compared to prior periods, the peer group, or market, as well as for any trends. ​ RESULTS OF OPERATIONS ​ Comparison of Operating Results for the Years Ended December 31, 2025 and 2024 ​ For the year ended December 31, 2025, our net income totaled $101.4 million, or $5.43 per diluted share, compared to net income of $72.8 million, or $3.84 per diluted share for the same period of 2024, reflecting a 39.3% increase in net income and 41.4% increase in diluted EPS (“Earnings Per Share”).
Purchase obligations of materials and supplies used in the normal operation of our business represent approximately $18.3 million as of December 31, 2024 and all are cancelable by us upon providing a 30-day notice. ​ Amended Credit Facility ​ On December 31, 2024, the Company entered into the Sixth Amended and Restated Credit Agreement (the “Sixth Amended Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent.
Purchase obligations of materials and supplies used in the normal operation of our business represent approximately $19.2 million as of December 31, 2025 and all are cancelable by us upon providing a 30-day notice. ​ 41 Table of Contents Amended Credit Facility ​ On December 31, 2024, the Company entered into the Sixth Amended and Restated Credit Agreement (the “Amended Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent.
Food and beverage operating expense as a percentage of food and beverage revenue in the year ended December 31, 2024 was 73.7% compared to 72.4% for the same period in 2023.
Food and beverage operating expense as a percentage of food and beverage revenue in the year ended December 31, 2025 was 71.0% compared to 73.7% for the same period in 2024.
Net cash used in financing activities of $117.2 million in the year ended December 31, 2023 represented $112.8 million used for payment of dividends, $5.0 million used for the repurchase of Company common stock under the Repurchase Plan and $1.5 million principal payments under the Amended Credit Facility, offset by $2.1 million of processed from stock options exercise, net of payroll taxes from net exercises.
Net cash used in financing activities of $81.5 million in the year ended December 31, 2024 represented $60.0 million used for the repurchase of Company common stock under the Repurchase Plan, $22.2 million used for payment of dividends, and $5.5 million principal payments under the Amended Credit Facility, offset by $6.2 million of proceeds from stock options exercise, net of payroll taxes from net exercises.
Net revenue for the years ended December 31, 2024 and 2023 were $522.2 million and $501.5 million, respectively, reflecting an increase of $20.7 million, or 4.1%. ​ Casino revenue increased 4.1% in the year ended December 31, 2024, compared to the same period of 2023.
Net revenue for the years ended December 31, 2025 and 2024 were $545.1 million and $522.2 million, respectively, reflecting an increase of $22.9 million, or 4.4%. ​ Casino revenue increased 6.8% in the year ended December 31, 2025, compared to the same period of 2024.
Additionally, the interest rate under the Sixth Amended Credit Facility is either SOFR (the Secured Overnight Financing Rate) plus a margin of 1.25% or the Base Rate (as defined in the Sixth Amended Credit Facility) plus a margin of 0.25%. The Commitment Fee Percentage (as defined in the Sixth Amended Credit Facility) was revised to be 0.25% per annum .
Additionally, the interest rate under the Amended Credit Facility is either SOFR (the Secured Overnight Financing Rate) plus a margin of 1.25% or the Base Rate (as defined in the Amended Credit Facility) plus a margin of 0.25%.
The decrease in the hotel expense margin was primarily due to the increase in ADR and effective cost management. ​ Other revenue increased 13.8% in the year ended December 31, 2024 compared to the same period in 2023 driven primarily by increases in spa and commission revenues. ​ SG&A expense increased to $108.3 million in the year ended December 31, 2024 from $105.8 million in the same period of 2023 due to: i) a $2.6 million increase in salaries, wages and related employee benefits expense; ii) a $0.8 million increase in repairs and maintenance expense; offset by a $0.7 million decrease in utility expense.
The increase in the hotel expense margin was primarily due to the increase in hotel operating supplies expense. ​ Other revenue increased 1.6% in the year ended December 31, 2025 compared to the same period in 2024 driven primarily by increases in spa and commission revenues. ​ SG&A expense increased to $109.4 million in the year ended December 31, 2025 from $108.3 million in the same period of 2024 due to: i) a $1.2 million increase in repairs and maintenance expense; ii) a $0.7 million increase in property taxes, offset by iii) a $0.5 million decrease in salaries, wages, employee benefits and other employee related expenses; and iv) a $0.3 million decrease in utility expense.
Monarch Black Hawk is positioned to leverage from the expanded operation, and take advantage of the elimination of betting limits and allowance of new game types in Black Hawk, Colorado, as well as to benefit from the growing state-wide online and retail sports betting.
Monarch Black Hawk has been developed into a world-class resort, is positioned to leverage its expanded operations, and take advantage of the elimination of betting limits several years ago and allowance of new game types in Black Hawk, Colorado, as well as to benefit from the growing state-wide online and retail sports betting.
Net cash used in investing activities during the years ended December 31, 2024 and 2023 consisted primarily of cash used for hotel rooms redesign and upgrade project at Atlantis, and for the acquisition of gaming and other equipment at both properties. ​ Financing Activities ​ Net cash used in financing activities of $81.5 million in the year ended December 31, 2024 represented $60.0 million used for the repurchase of Company common stock under the Repurchase Plan, $22.3 million used for payment of dividends, and $5.5 million principal payments under the Amended Credit Facility, offset by $6.2 million of proceeds from stock options exercise, net of payroll taxes from net exercises.
Net cash used in investing activities during the years ended December 31, 2025 and 2024 consisted primarily of cash used for hotel rooms redesign and upgrade project at Atlantis, properties maintenance capital expenditures and for the acquisition of gaming and other equipment at both properties. ​ Financing Activities ​ Net cash used in financing activities of $89.9 million in the year ended December 31, 2025 represented $72.7 million used for the repurchase of Company common stock under the Repurchase Plan and $21.9 million used for payment of dividends, offset by $4.7 million of proceeds from stock options exercise, net of payroll taxes from net exercises.
RevPAR was $220.28 in the year ended December 31, 2024 and $209.71 for the same period in 2023. Hotel operating expense as a percent of the hotel revenue for the year ended December 31, 2024 was 34.3% compared to 37.2% for the same period in 2023.
Hotel operating expense as a percent of the hotel revenue for the year ended December 31, 2025 was 34.6% compared to 34.3% for the same period in 2024.
Capital expenditures during the years ended December 31, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Atlantis ​ $ 38,091 ​ $ 43,634 ​ Monarch Black Hawk ​ 5,806 ​ 7,762 ​ ​ ​ $ 43,897 ​ $ 51,396 ​ ​ 39 Table of Contents During the years ended December 31, 2024 and 2023, capital expenditures related primarily to the major redesign and upgrade of all hotel rooms at Atlantis, the redesign and upgrade of the Oyster and Sushi Bar Restaurant located in the Sky Terrace at Atlantis and the acquisition of gaming equipment at both of our properties. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Our principal sources of liquidity are cash provided by operations and, for capital expansion projects, borrowings available under our Amended Credit Facility. ​ Operating Activities ​ For the year ended December 31, 2024, net cash provided by operating activities totaled $140.7 million, a decrease of $32.3 million, or 18.7%, compared to the same period of the prior year.
Capital expenditures during the years ended December 31, 2025 and 2024 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Atlantis ​ $ 32,761 ​ $ 38,091 ​ Monarch Black Hawk ​ 4,455 ​ 5,806 ​ ​ ​ $ 37,216 ​ $ 43,897 ​ ​ During the years ended December 31, 2025 and 2024, capital expenditures related primarily to the redesign and upgrade of all hotel rooms at Atlantis, properties maintenance capital expenditures and the acquisition of gaming equipment at both of our properties. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Our principal sources of liquidity are cash provided by operations and, for capital expansion projects, borrowings available under our Amended Credit Facility. ​ Operating Activities ​ For the year ended December 31, 2025, net cash provided by operating activities totaled $164.7 million, an increase of $24.0 million, or 17.1%, compared to the same period of the prior year.
Casino operating expense as a percentage of casino revenue increased to 37.2% for the year ended December 31, 2024, compared to 36.4% for the same period in 2023, primarily due to increases in labor expense and technology related expense. ​ Food and beverage revenue increased 0.7% in the year ended December 31, 2024 over the same period in 2023, due to a 1.6% increase in average revenue per cover partially offset by a 0.9% decrease in covers.
Casino operating expense as a percentage of casino revenue decreased to 36.2% for the year ended December 31, 2025, compared to 37.2% for the same period in 2024, primarily due to increase in gaming revenue resulted from increase in market share at both locations and decreases in labor expense. ​ Food and beverage revenue increased 2.1% in the year ended December 31, 2025 over the same period in 2024, due to a 3.8% increase in average revenue per cover partially offset by a 1.6% decrease in covers.
During 2024 and 2023, we recognized $0.1 million and $1.6 million, respectively, in interest expense, net of interest income. See further discussion of our Amended Credit Facility in the LIQUIDITY AND CAPITAL RESOURCES section below. ​ Comparison of Operating Results for the Years Ended December 31, 2023 and 2022 ​ Refer to ITEM 7.
See further discussion of our Amended Credit Facility in the Liquidity And Capital Recourses section below. ​ Comparison of Operating Results for the Years Ended December 31, 2024 and 2023 ​ Refer to ITEM 7.
As a percentage of net revenue, SG&A expense decreased to 20.7% in the year ended December 31, 2024 from 21.1% in the corresponding prior year period 2023. ​ Depreciation and amortization expense increased to $51.4 million for the year ended December 31, 2024, as compared to $47.3 million for the same period in 2023 primarily due to the addition of assets related to the redesign and upgrade of the hotel rooms at Atlantis, as well as ongoing maintenance capital expenditures at both properties. ​ During the year ended December 31, 2024, we recognized $27.6 million loss relating to the principal judgment on the litigation between Monarch and PCL, $0.8 million in construction litigation expense related to the litigation between Monarch and PCL and $0.2 million in loss on disposal of assets.
As a percentage of net revenue, SG&A expense decreased to 20.1% in the year ended December 31, 2025 from 20.7% in the corresponding prior year period of 2024. ​ Depreciation and amortization expense increased to $54.0 million for the year ended December 31, 2025, as compared to $51.4 million for the same period in 2024 primarily due to the addition of assets related to the redesign and upgrade of the hotel rooms at Atlantis, as well as ongoing maintenance capital expenditures at both properties. ​ During the year ended December 31, 2025, we recognized, $2.7 million in accrued interest expense relating to the principal judgment on the litigation between the Company and Monarch Black Hawk’s general contractor, PCL Construction Services, Inc., $2.4 million in professional service fees relating to appeal of the principal judgment on the same litigation, $3.9 million in joint stipulation of settlement filed with court in a class action case in which the Company is a defendant $0.1 million in lobbying and other expense to oppose the expansion of iGaming, and $0.1 million in loss on disposal of assets.
As of December 31, 2024, the Company had no outstanding principal balance under the Amended Credit Facility, a $0.6 million standby letter of credit and $99.4 million remained available for borrowing. ​ In addition to other customary covenants for a facility of this nature, as of December 31, 2024, the Company is required to maintain a Total Leverage Ratio (as defined in the Sixth Amended Credit Facility) of no more than 1.5:1.0 and Fixed Charge Coverage Ratio (as defined in the Sixth Amended Credit Facility) of at least 1.1:1.0.
The Commitment Fee Percentage (as defined in the Amended Credit Facility) was revised to be 0.25% per annum . ​ In addition to other customary covenants for a facility of this nature, as of December 31, 2025, the Company is required to maintain a Total Leverage Ratio (as defined in the Amended Credit Facility) of no more than 1.5:1.0 and Fixed Charge Coverage Ratio (as defined in the Amended Credit Facility) of at least 1.1:1.0.
These expenses are included in Other operating items, net in the Consolidated Statements of Operations. ​ During the year ended December 31, 2024, we decreased the outstanding principal balance under our Amended Credit Facility by $5.5 million to no balance outstanding as of December 31, 2024.
During the year ended December 31, 2024, we decreased the outstanding principal balance under our Amended Credit Facility by $5.5 million to no balance outstanding as of December 31, 2024. During 2025, we recognized $1.9 million in interest income. During 2024, we recognized $0.1 million in interest expense, net of interest income.
Food and beverage operating expense as a percentage of food and beverage revenue increased as a result of increase in cost of goods sold. ​ 38 Table of Contents Hotel revenue increased 7.6% in the year ended December 31, 2024 over the same period in 2023 due to an increase in ADR from $172.62 for the year ended December 31, 2023 to $182.48 for the year ended December 31, 2024, combined with slightly higher hotel occupancy of 84.8% in the year ended December 31, 2024 compared to 84.7% for the same period in 2023.
Food and beverage operating expense as a percentage of food and beverage revenue decreased as a result of decrease in labor expense and cost of goods sold. ​ 39 Table of Contents Hotel revenue decreased 0.2% in the year ended December 31, 2025 over the same period in 2024 due to a decrease in hotel occupancy to 81.6% in the year ended December 31, 2025 from 82.8% for the same period in 2024.
This decrease was primarily due to a $24.5 million federal income tax resulting from a refund received from IRS in 2023, $9.8 million decrease in deferred tax liability and $9.7 million decrease in net income, offset by a $7.8 million change in working capital and $4.0 increase in depreciation expense. ​ Investing Activities ​ Net cash used in investing activities totaled $43.8 million and $51.2 million in the years ended December 31, 2024 and 2023, respectively.
This increase was primarily due to an increase in revenue and an increase in interest income, net of interest expense, partially offset by an increase in operating expenses. ​ Investing Activities ​ Net cash used in investing activities totaled $37.2 million and $43.8 million in the years ended December 31, 2025 and 2024, respectively.
The Denver metro economy remains strong with higher than the national average per capita personal income. At the beginning of 2022, we completed the master planned renovation and expansion, transforming the property into a world-class resort.
The Denver metro economy remains strong with higher than the national average per capita personal income.
During the year ended December 31, 2023, we recognized, $6.9 million in construction litigation expense related to the lawsuit filed by the Monarch Black Hawk Expansion construction project general contractor against the Company and our countersuit against the general contractor and $0.2 million in loss on disposal of assets, offset by $1.2 million net proceeds from a sale of a corona virus (“COVID”) closure related insurance claim.
During the year ended December 31, 2024, we recognized $27.6 million loss relating to the principal judgment on the litigation between the Company and Monarch Black Hawk’s general contractor, PCL Construction Services, Inc., $0.8 million in professional service fees relating to the same litigation, and $0.2 million in loss on disposal of assets. ​ During the year ended December 31, 2025, we had no borrowings under the credit facility.
Added
The decrease in occupancy is primarily result of low mid-week occupancy, as the competitors are offering very low daily rates. ADR increased to $188.13 for the year ended December 31, 2025 from $183.80 for the year ended December 31, 2024. RevPAR was $164.72 in the year ended December 31, 2025 and $164.80 for the same period in 2024.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed1 unchanged
Biggest changeAs of December 31, 2024, we have $99.4 million of available borrowing capacity under our Sixth Amended Credit Facility. ​ We do not have any cash or cash equivalents as of December 31, 2024 which are subject to market risk. ​ 43 Table of Contents
Biggest changeAs of December 31, 2025, we have $99.4 million of available borrowing capacity under our Amended Credit Facility. ​ We do not have any cash or cash equivalents as of December 31, 2025 which are subject to market risk. ​ 44 Table of Contents
As of December 31, 2024, we had no outstanding debt under our Sixth Amended Credit Facility which bears interest at variable rates.
As of December 31, 2025, we had no outstanding debt under our Amended Credit Facility which bears interest at variable rates.

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