SANDS REGENT
10-Q, 1996-05-15
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C.  20549

                                   FORM 10-Q




(X)  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended March 31, 1996 or

( )  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from ____________ to ____________


Commission file number   0-14050
                         -------------------------------------------------------


                                THE SANDS REGENT
- --------------------------------------------------------------------------------
               (exact name of registrant as specified in charter)


                                                          
                  Nevada                                     88-0201135
- ------------------------------------------           ---------------------------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)


     345 North Arlington Avenue, Reno, Nevada 89501
- --------------------------------------------------------------------------------
     (Address of principal executive offices) (zip code)


Registrant's telephone number, including area code    (702) 348-2200
                                                   -----------------------------


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No 
                                               ---    ---

On May 14, 1996, the registrant had outstanding 4,498,722 shares of its common
stock, $.05 par value.
<PAGE>   2
                       THE SANDS REGENT AND SUBSIDIARIES

                                   FORM 10-Q

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                  Page No.
                                                                  --------
          <S>                                                      <C>
          PART I FINANCIAL INFORMATION

          Item 1.  Financial Statements.                           1 - 6

               Consolidated Statements of Income                     1

               Consolidated Balance Sheets                         2 - 3

               Consolidated Statements of Cash Flows               4 - 5

               Notes to Interim Consolidated Financial
                   Statements                                        6

          Item 2.  Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations.                                     7 - 10

          PART II OTHER INFORMATION

          Item 1.  Legal Proceedings.                               11

          Item 2.  Changes in Securities.                           11

          Item 3.  Defaults Upon Senior Securities.                 11

          Item 4.  Submission of Matters to a Vote of
                   Security Holders.                                11

          Item 5.  Other Information.                               11

          Item 6.  Exhibits and Reports on Form 8-K.                11


          SIGNATURES                                                12
</TABLE>
<PAGE>   3
                         PART I  FINANCIAL INFORMATION

  Item 1.  Financial Statements.

                       THE SANDS REGENT AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
 (Dollars in thousands,                 THREE MONTHS           NINE MONTHS
 except per share amounts)            ENDED MARCH 31,        ENDED MARCH 31,
                                     ------------------    -------------------
                                      1995       1996       1995        1996
                                     -------    -------    -------     -------
<S>                                  <C>        <C>        <C>         <C>
 Operating revenues:
   Gaming                          $  10,785  $  11,318  $  31,739   $  32,648
   Lodging                             1,907      1,742      6,979       7,090
   Food and beverage                   1,913      1,993      6,075       5,923
   Other                                 419      1,054      1,413       1,817
                                   ---------  ---------  ---------   ---------
                                      15,024     16,107     46,206      47,478
 Less complimentary lodging, food
   and beverage included above           640        807      1,906       2,086
                                   ---------  ---------  ---------   ---------
                                      14,384     15,300     44,300      45,392
                                   ---------  ---------  ---------   ---------
 Operating costs and expenses:
   Gaming                              5,391      5,833     16,375      16,455
   Lodging                             1,226      1,152      3,854       3,835
   Food and beverage                   1,576      1,610      4,990       4,898
   Other                                 162        157        771         532
   Maintenance and utilities           1,024      1,040      3,196       3,440
   General and administrative          3,000      3,349      8,891       9,721
   Depreciation and amortization       1,117        911      3,293       2,710
                                   ---------  ---------  ---------   ---------
                                      13,496     14,052     41,370      41,591
                                   ---------  ---------  ---------   ---------
 Income from operations                  888      1,248      2,930       3,801
                                   ---------  ---------  ---------   ---------
 Other income (deductions):
   Interest and other income             136        143        408         455
   Interest and other expense           (642)      (586)    (1,947)     (1,828)
                                   ---------  ---------  ---------   ---------
                                        (506)      (443)    (1,539)     (1,373)
                                   ---------  ---------  ---------   ---------
 Income before income taxes              382        805      1,391       2,428
 Provision for income taxes               59        261        527         700
                                   ---------  ---------  ---------   ---------
 Net income                        $     323  $     544  $     864   $   1,728
                                   =========  =========  =========   =========
 Net income per share              $     .07  $     .12  $     .19   $     .38
                                   =========  =========  =========   =========
 Weighted average shares
   outstanding                     4,498,722  4,498,722  4,497,244   4,498,722
                                   =========  =========  =========   =========
</TABLE>

   The accompanying notes are an integral part of these consolidated
   financial statements.

                                      -1-
<PAGE>   4
                       THE SANDS REGENT AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
 (Dollars in thousands)                        JUNE 30,   MARCH 31,
                                                 1995       1996
                                               --------   ---------
 <S>                                            <C>        <C>
                                ASSETS
 CURRENT ASSETS:
   Cash and cash equivalents                    $10,356    $11,653
   Short-term investments                         1,858        500
   Accounts and notes receivable less allow-
     ance for possible losses of $147 and $99       477        501
   Inventories                                      719        766
   Prepaid federal income taxes                       -        617
   Deferred federal income tax asset                 16        220
   Prepaid expenses and other assets                946      1,164
                                                -------    ------- 
       Total current assets                      14,372     15,421

 PROPERTY AND EQUIPMENT:
   Land                                           8,102      8,095
   Buildings, ship and improvements              45,106     45,171
   Equipment, furniture and fixtures             20,975     21,679
   Construction in progress                         507        397
                                                -------    ------- 
                                                 74,690     75,342
   Less accumulated depreciation
     and amortization                            25,987     27,812
                                                -------    ------- 
                                                 48,703     47,530
 OTHER ASSETS:
   Deferred federal income tax asset              1,526        625
   Note receivable                                1,251      1,246
   Other                                            401        349
                                                -------    ------- 
                                                  3,178      2,220
                                                -------    ------- 
       Total assets                             $66,253    $65,171
                                                =======    =======
</TABLE>





The accompanying notes are an integral part of these consolidated financial 
statements.

                                      -2-
<PAGE>   5
                       THE SANDS REGENT AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
 (Dollars in thousands)                         JUNE 30,  MARCH 31,
                                                  1995      1996
                                                --------  ---------  
 <S>                                             <C>        <C>
              LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Accounts payable                            $  2,047   $  2,056
   Accrued salaries, wages and benefits           1,887      1,740
   Other accrued expenses                         1,317      1,220
   Federal income tax payable                       384          -
   Current maturities of long-term debt          10,906     12,117
                                               --------   --------
       Total current liabilities                 16,541     17,133

 LONG-TERM DEBT                                  17,807     15,108

 OTHER                                               56         28

 STOCKHOLDERS' EQUITY:
   Preferred stock, $.10 par value, 5,000,000
     shares authorized, none issued                   -          -
   Common stock, $.05 par value, 20,000,000
     shares authorized, 6,898,722 shares
     issued                                         345        345
   Additional paid-in capital                    13,074     13,074
   Retained earnings                             40,785     41,838
                                               --------   --------
                                                 54,204     55,257

   Treasury stock, at cost, 2,400,000 shares    (22,355)   (22,355)
                                               --------   --------
       Total stockholders' equity                31,849     32,902
                                               --------   --------
       Total liabilities and stockholders'
         equity                                $ 66,253   $ 65,171
                                               ========   ======== 
</TABLE>





   The accompanying notes are an integral part of these consolidated
   financial statements.

                                      -3-
<PAGE>   6

                       THE SANDS REGENT AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
   (Dollars in thousands)                              NINE MONTHS ENDED   
                                                           MARCH 31,       
                                                      -------------------
                                                        1995       1996    
                                                      --------   --------     
   <S>                                                 <C>         <C>     
   OPERATING ACTIVITIES:                                                   
     Net income                                        $   864     $1,728  
     Adjustments to reconcile net income to net                            
      cash provided by operating activities:                               
       Depreciation and amortization                     3,293      2,710  
       (Gain) loss on sale of property and                                 
         equipment                                           5       (494)  
       (Increase) in accounts and notes                                    
         receivable                                       (273)       (24)  
       (Increase) decrease in inventories                  415        (47)  
       (Increase) decrease in prepaid                                      
         expenses and other current assets                  65       (218)  
       Decrease in other assets                             21         44  
       Increase (decrease) in accounts                                     
         payable                                          (516)       107  
       Increase (decrease) in accrued expenses             738       (244)  
       (Decrease) in federal income taxes                                  
         payable                                           (22)    (1,001)  
       Changes in deferred federal                                         
         income taxes                                     (997)       697  
       (Decrease) in other liabilities                     (28)       (28)  
                                                       -------    -------  
   NET CASH PROVIDED BY OPERATING ACTIVITIES             3,565      3,230  
                                                       -------    -------  
   INVESTING ACTIVITIES:                                                   
     Purchase of short-term investments                 (1,220)      (583)  
     Sale and maturity of short-term                                       
       investments                                           -      1,941  
     Payments received on note receivable                    6          5  
     Additions to property and equipment                (1,507)    (1,732)  
     Proceeds from sale of property and                                    
       equipment                                            17        697  
                                                       -------    -------  
   NET CASH PROVIDED BY (USED IN)                                          
     INVESTING ACTIVITIES                               (2,704)       328  
                                                       -------    -------  
                                                        
</TABLE>

                                      -4-
<PAGE>   7
                       THE SANDS REGENT AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


<TABLE>
<CAPTION>
   (Dollars in thousands)                        NINE MONTHS ENDED
                                                     MARCH 31,
                                                ------------------    
                                                 1995       1996
                                                ------     -------     
   <S>                                          <C>        <C>
   FINANCING ACTIVITIES:
     Payment of accounts payable for prior
       period purchases of property and
       equipment                                   (736)       (98)
     Issuance of long-term debt                     225        375
     Payments on long-term debt                    (192)    (1,863)
     Issuance of common stock                        38          -
     Payment of dividends on common stock          (674)      (675)
                                                -------    -------       
   NET CASH USED IN FINANCING ACTIVITIES         (1,339)    (2,261)
                                                -------    -------  
   INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                              (478)     1,297
   CASH AND CASH EQUIVALENTS, BEGINNING OF
     PERIOD                                       9,669     10,356
                                                -------    -------     
   CASH AND CASH EQUIVALENTS, END OF PERIOD     $ 9,191    $11,653
                                                =======    =======
   SUPPLEMENTAL CASH FLOW INFORMATION:

     Accounts payable converted to long-
       term debt                                $   119          -
                                                =======    =======
     Interest paid, net of amount capitalized   $ 1,651    $ 1,542
                                                =======    =======
     Federal income taxes paid                  $ 2,475    $ 1,075
                                                =======    =======
</TABLE>


The accompanying notes are an integral part of these consolidated financial 
statements.

                                       -5-
<PAGE>   8
                       THE SANDS REGENT AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                   NINE MONTHS ENDED MARCH 31, 1996 AND 1995


 NOTE 1 - BASIS OF PREPARATION
 -----------------------------

      These statements should be read in connection with the 1995 Annual
 Report heretofore filed with the Securities and Exchange Commission as
 Exhibit 13 to the Registrant's Form 10-K for the year ended June 30, 1995.
 The accounting policies utilized in the preparation of the financial
 information herein are the same as set forth in such annual report except as
 modified for interim accounting policies which are within the guidelines set
 forth in Accounting Principles Board Opinion No. 28.

      The Consolidated Balance Sheet at June 30, 1995 has been taken from
 the audited financial statements at that date.  The interim consolidated
 financial information is unaudited.  In the opinion of management, all
 adjustments, consisting only of normal recurring accruals, necessary to
 present fairly the financial condition as of March 31, 1996 and the results
 of operations and cash flows for the three and nine months ended March 31,
 1996 and 1995 have been included.  Interim results of operations are not
 necessarily indicative of the results of operations for the full year.

      The accompanying Consolidated Financial Statements include the accounts
 of the Company and its wholly owned subsidiaries Zante, Inc.  ("Zante"),
 Patrician, Inc.  ("Patrician"), Gulfside Casino, Inc.  ("GCI") and Artemis,
 Inc.  ("Artemis"), and Gulfside Casino Partnership ("GCP") (together the
 "Company").  Patrician GCI and Artemis are the sole partners in GCP.  Zante,
 Inc. owns and operates the Sands Regency hotel/casino in Reno, Nevada and
 GCP owns and operates the Copa Casino in Gulfport, Mississippi.


 NOTE 2 - COMMITMENTS AND CONTINGENCIES
 --------------------------------------

      As previously disclosed in the Company's 1995 Annual Report, a lawsuit
 was filed in a Mississippi court against GCI, which joined GCP and Patrician
 as necessary parties, because of GCI's failure to make payments on certain
 obligations due two former shareholders of GCI.  Such lawsuit is ongoing
 without court final action or other resolution.  The Company will continue
 to monitor the progress of the lawsuit, the ultimate outcome of which could
 include the sale of GCI's ownership interest in GCP.

      As a result of the approval of GCP's hurricane evacuation plan by the
 Mississippi State Port Authority on February 5, 1996, the Mississippi Gaming
 Commission granted a standard two-year gaming license renewal to GCP which
 expires in February 1998.  GCP had previously been operating under a
 conditional gaming license.





                                       -6-
<PAGE>   9
 ITEM 2.  Management's Discussion and Analysis of
          ---------------------------------------
          Financial Condition and Results of Operations.
          ----------------------------------------------

 Results of operations - Three months ended March 31, 1996 compared to
 ---------------------------------------------------------------------
 three months ended March 31, 1995
 ---------------------------------

      In the three month period ended March 31, 1996, compared to the same
 three month period in the prior year, revenues increased from approximately
 $14.4 million to $15.3 million and income from operations increased from
 $888,000 to $1.2 million.  Net income also increased from $323,000, or $.07
 per share, in the third quarter of fiscal 1995 to $544,000, or $.12 per
 share, in the third quarter of fiscal 1996.  The increases in revenue,
 income from operations, net income and net income per share are
 significantly due to improved operating results from the Copa Casino.

      The decrease in lodging revenue of $165,000, in the third quarter of
 fiscal 1996 compared to the same quarter in the prior year, is due to a
 decrease in hotel occupancy and a lower average room rate.  Hotel occupancy
 decreased from approximately 89.5% in the third quarter of fiscal 1995 to
 83.9% in the third quarter of the current fiscal year.  For the same
 comparable periods, the average room rate decreased from $25 to $24.

      The increase in gaming revenue of $533,000 consists of an increase in
 gaming revenue from the Copa Casino of $1.2 million which was offset by a
 decrease in gaming revenue at the Sands Regency in Reno of approximately
 $667,000.  The decrease in gaming revenue in Reno is due to a decrease in
 hotel occupancy and a decrease in gaming revenue per occupied room.  Gaming
 revenue per occupied room decreased from $75 in the third quarter of
 fiscal 1995 to $70 in the third quarter of fiscal 1996.

      The slight increase in food and beverage revenue of $80,000 is
 comprised of $70,000 in revenues generated by the addition of a "Pizza Hut
 Express" kiosk, a $139,000 increase in food and beverage revenues from the
 Copa Casino and a $138,000 decrease in other food revenue at the Sands
 Regency.  The "Pizza Hut Express" kiosk is licensed to the Sands Regency
 and was opened in April 1995.  The decrease in other food revenue at the
 Sands Regency is partially due to the decline in hotel occupancy.  The
 related increase in food and beverage costs and expenses of $34,000 is
 similarily composed of additional costs and expenses attributable to the
 "Pizza Hut Express" kiosk of approximately $48,000 as offset by other
 reduced food costs and expenses from the Sands Regency.

      The increase in other revenue of $635,000, is principally due to a gain
 on the sale of a small motel owned and operated by the Sands Regency.  The
 increase in complimentary lodging, food and beverage, deducted from revenue,
 of $167,000 is primarily due to an increase in complimentary lodging in
 Reno.  Such is a result of Company implemented changes to its lodging
 programs and packages offered to attract and retain guests.

      The increase in gaming costs and expenses of $442,000 in the three
 months ended March 31, 1996, compared to the three months ended March 31,
 1995, is primarily composed of various cost increases associated with the
 increase in gaming revenue of the Copa Casino, including an increase in
 Copa Casino gaming taxes and licenses of $151,000, and increases in other


                                       -7-
<PAGE>   10
 Results of operations - Three months ended March 31, 1996 compared to
 --------------------------------------------------------------------- 
 three months ended March 31, 1995 (continued)
 ---------------------------------------------

 gaming costs and expenses of approximately $154,000.  For the same
 comparable periods, gaming costs and expenses for the Sands Regency also
 increased by approximately $137,000.

      The increase in general and administrative costs and expenses of
 $349,000 consists primarily of increased advertising, promotional and
 customer solicitation costs for the Copa Casino.

      The decrease in depreciation and amortization expense of $206,000
 includes the elimination of goodwill amortization of $91,000 as a result of
 the write-off of Gulfside Casino, Inc. goodwill in June 1995 when the
 Company recognized an impairment in long-lived assets associated with the
 Copa Casino.  Likewise, due to the recognition of such impairment, the
 decrease includes a decrease in Copa Casino depreciation expense of
 approximately $157,000.

      The decrease in interest expense is partially a result of a reduction
 in interest-bearing debt owed by the Company.

 Results of operations - First nine months of fiscal 1996 compared to 1995
 -------------------------------------------------------------------------
 
      In the nine months ended March 31, 1996, compared to the same nine
 months in the prior year, revenues increased from approximately $44.3
 million to $45.4 million and income from operations increased from $2.9
 million to $3.8 million.  For the same comparable fiscal periods, net income
 also increased from $864,000 to $1.7 million and net income per share
 increased from $.19 to $.38.  Such increases are significantly due to
 improved operating results from the Copa Casino.

      The increase in lodging revenue of $111,000, in the first three
 quarters of fiscal 1996 compared to the same periods in the prior year, is
 due to an increase in the average room rate.  In the nine months ended March
 31, 1996, the average room rate increased to $33 as compared to $31 in the
 comparable nine month period in the prior year.  For the same comparable
 periods, hotel occupancy declined from 86.2% to 83%.

      The increase in gaming revenue of $909,000 million is comprised of an
 increase in gaming revenue from the Copa Casino of approximately $2 million
 which was offset by a decrease in gaming revenue at the Sands Regency in
 Reno of approximately $1.1 million.  The decrease in gaming revenue in
 Reno, which is primarily slot revenue, is due to the decrease in hotel
 occupancy and a decrease in gaming revenue per occupied room.  Gaming
 revenue per occupied room decreased from $74 in the first nine months of
 fiscal 1995 to $72 in the first nine months of fiscal 1996.

      The decrease in food and beverage revenue of $152,000 is, in part, due
 to the elimination of Copa Casino buffet revenue of approximately $266,000.
 During approximately the first four months of fiscal 1995, the Copa Casino
 was involved in the operation of a buffet style restaurant located on its
 facilities.  Thereafter, such buffet style restaurant was operated by a
 third party.  This decrease was offset by $227,000 in revenues generated by
 the addition of a "Pizza Hut Express" kiosk at the Sands Regency in Reno.


                                       -8-
<PAGE>   11
 Results of operations - First nine months of fiscal 1995 compared to 1994
 -------------------------------------------------------------------------
 compared to first nine monts of fiscal 1994 (continued)
 -------------------------------------------------------

 The "Pizza Hut Express" kiosk, which is licensed to the Sands Regency, was
 opened in April 1995.  The remaining portion of the decrease is primarily
 due to a decrease in other food revenue at the Sands Regency which is
 partially due to the decrease in hotel occupancy.

      The increase in other revenue of $404,000 is principally comprised of a
 gain on the sale of a small motel owned and operated by the Sands Regency of
 $506,000 and a decrease in retail liquor store sales of approximately
 $267,000.  In August 1994, the retail liquor store business, which was
 operated by the Company in Reno, was sold to a third party.  Such third
 party now operates the retail liquor store in Company owned facilities for
 rent and other consideration paid to the Company.

      The increase in complimentary lodging, food and beverage, deducted from
 revenue, of $180,000 is primarily due to an increase in complimentary
 lodging in Reno.  Such is a result of Company implemented changes to its
 lodging programs and packages offered to attract and retain guests.

      The increase in gaming costs and expenses of $80,000 is comprised of
 an increase in gaming taxes and licenses attributable to Copa Casino of
 $184,000, a decrease in Copa estimated health benefit costs of $238,000 and
 a decrease in the cost of complimentary goods and services provided to Copa
 Casino guests of $130,000.  The remaining amount of increase in gaming costs
 and expenses of approximately $264,000 is attributable to the Sands Regency.

      The slight decrease in food and beverage costs and expenses of
 $92,000 includes the elimination of costs and expenses associated with the
 buffet style restaurant at the Copa Casino of $316,000 as partially offset
 by added costs and expenses associated with the "Pizza Hut Express" kiosk of
 approximately $154,000.  The decrease in other costs and expenses of
 $239,000 is significantly due to the elimination of retail liquor store
 sales.

      The increase in maintenance and utilities costs and expenses of
 $244,000 in the nine months ended March 31, 1996, compared to the nine
 months ended March 31, 1995, is principally due to hurricane preparedness
 costs and expenses for the Copa Casino, both in general and for Hurricane
 Opal.  The increase in general and administrative costs and expenses of
 $830,000 consists primarily of increased advertising, promotional and
 customer solicitation costs for the Copa Casino.

      The decrease in depreciation and amortization expense of $583,000
 includes the elimination of goodwill amortization of $274,000 as a result
 of the write-off of Gulfside Casino, Inc. goodwill in June 1995 when the
 Company recognized an impairment in long-lived assets associated with the
 Copa Casino.  Likewise, due to the recognition of such impairment, the
 decrease includes a decrease in Copa Casino depreciation expense of
 approximately $431,000.

      The decrease in interest expense is partially a result of a reduction
 in interest-bearing debt owed by the Company.



                                       -9-
<PAGE>   12
 Results of operations - First nine months of fiscal 1995 compared to 1994
 -------------------------------------------------------------------------
 compared to first nine monts of fiscal 1994 (continued)
 -------------------------------------------------------

      The decrease in the effective income tax rate from the statutory rate
 in the current year nine month period is a result of one-time differences
 decreasing federal income taxes by approximately $72,000 and the exclusion
 of nontaxable interest income.  The increase in the effective income tax
 rate from the statutory rate in the prior year nine months is primarily the
 result of the prior year deduction of goodwill amortization that is not
 deductible for income tax purposes.

      As is true for other hotel/casinos in the Reno area, demand for the
 Company's facilities declines in the winter.  Operating margins and, to a
 lesser extent, revenues are lower during the second and third fiscal
 quarters due to lower room rates and a lower level of gaming play per
 occupied room.  The Sands Regency is not affected as severely as many other
 hotel/casinos in the Reno area because the Company attracts high levels of
 group business during that period.  This group business and the Company's
 flexible pricing strategy have enabled the Company to maintain relatively
 high levels of hotel occupancy.  Management anticipates that the trend of
 experiencing lower operating margins in the second and third quarters of
 each fiscal year will continue.

     It appears that such seasonal trends are also applicable to the Copa
 Casino in Gulfport, Mississippi.  However, because of the limited amount of
 time that the Copa has been in operation, the limited amount of time that
 gaming has existed on the Mississippi gulfcoast and the rapid expansion of
 gaming in Mississippi and nearby Louisiana, the nature and extent of
 seasonal fluctuations, if any, are subject to change.

   Capital resources and liquidity
   -------------------------------

      The Company has undertaken a renovation and improvement program for its
 Reno facilities which will include remodeling the main casino and other
 common areas and renovating approximately 500 hotel rooms.  Consideration is
 also being given to acquiring a state-of-the-art computerized player
 tracking system to enhance customer value.  It is presently estimated that
 the Company will spend approximately $3.0 million on such renovation and
 improvement program in the next 12 months utilizing funds generated from
 operations and excess cash investments.

      The Company's cash dividend was suspended by action of the Board of
 Directors in May 1996 to conserve cash for future growth and operational
 needs.  On an annual basis, approximately $900,000 was previously expended
 for regurlar cash dividend payments.

      Other than above, there were no material changes in The Sands
 Regent's financial condition nor were there any substantive changes relative
 to matters discussed in the Capital Resources and Liquidity section of
 Management's Discussion and Analysis of Financial Condition and Results of
 Operations as presented in the 1995 Annual Report appearing as exhibit 13 to
 the Company's Form 10-K for the year ended June 30, 1995.





                                       -10-
<PAGE>   13
                           PART II  OTHER INFORMATION



 Item 1.  Legal Proceedings.
 ---------------------------

          NONE

 Item 2.  Changes in Securities.
 -------------------------------

          NONE

 Item 3.  Defaults Upon Senior Securities.
 -----------------------------------------

          NONE

 Item 4.  Submission of Matters to a Vote of Security Holders.
 -------------------------------------------------------------

          NONE

 Item 5.  Other information.
 ---------------------------

          NONE

 Item 6.  Exhibits and Reports on Form 8-K.
 ------------------------------------------

    (a)   Exhibits

          NONE

    (b)   Reports on Form 8-K:

          NONE





                                       -11-
<PAGE>   14
 SIGNATURES
 ----------



         Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.





                                THE SANDS REGENT
                                  (Registrant)





 Date: May 14, 1996         By   /S/ David R. Wood
                                 -------------------------------------------
                                 David R. Wood, Executive Vice President and
                                 Principal Accounting and Financial Officer





                                       -12-
<PAGE>   15
                                 INDEX TO EXHIBITS



<TABLE>
<CAPTION>
                                                                Sequentially
    Exhibit                                                       Numbered  
     Number                                                         Page    
    -------                                                     ------------
       <S>   <C>
       27    Financial Data Schedule.........................
</TABLE>





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-START>                             JUL-01-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                          11,653
<SECURITIES>                                       500
<RECEIVABLES>                                      600
<ALLOWANCES>                                        99
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