|
|
|
|
|
|
|
|
|
|
Previous: HANCOCK HOLDING CO, S-4/A, 1996-11-04 |
Next: CONSOLIDATED CAPITAL PROPERTIES VI, 10QSB, 1996-11-04 |
<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 September 30, 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 November 4, 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 - 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of
Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands,
except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SEPTEMBER 30,
-----------------------
1995 1996
-------- --------
<S> <C> <C>
Operating revenues:
Gaming $10,761 $11,347
Lodging 3,375 2,557
Food and beverage 2,098 2,085
Other 378 384
------- -------
16,612 16,373
Less complimentary lodging, food
and beverage included above 557 773
------- -------
16,055 15,600
------- -------
Operating costs and expenses:
Gaming 5,224 5,714
Lodging 1,429 1,355
Food and beverage 1,787 1,685
Other 202 177
Maintenance and utilities 1,152 1,502
General and administrative 3,149 3,389
Depreciation and amortization 895 940
------- -------
13,838 14,762
------- -------
Income from operations 2,217 838
Other income (deductions):
Interest and other income 160 141
Interest and other expense (611) (559)
------- -------
(451) (418)
------- -------
Income before income taxes 1,766 420
Provision for income taxes 578 116
------- -------
Net income $ 1,188 $ 304
======= =======
Net income per share $ .26 $ .07
======= =======
Weighted average shares outstanding 4,498,722 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
(Dollars in thousands)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1996 1996
------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $11,357 $12,585
Short-term investments 200 250
Accounts and notes receivable less allowance
for possible losses of $107 and $108 400 390
Inventories 789 690
Prepaid federal income taxes 141 266
Prepaid expenses and other assets 980 1,706
------- -------
Total current assets 13,867 15,887
PROPERTY AND EQUIPMENT:
Land 8,095 8,095
Buildings, ship and improvements 45,377 45,426
Equipment, furniture and fixtures 21,762 21,955
Construction in progress 231 1,277
------- -------
75,465 76,753
Less accumulated depreciation
and amortization 28,051 28,979
------- -------
47,414 47,774
OTHER ASSETS:
Deferred federal income tax asset 900 913
Note receivable 1,244 1,243
Other 886 470
------- -------
3,030 2,626
------- -------
Total assets $64,311 $66,287
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-2-
<PAGE> 5
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1996 1996
-------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,282 $ 2,899
Accrued salaries, wages and benefits 1,687 1,660
Other accrued expenses 1,376 1,547
Deferred federal income tax liability 126 380
Current maturities of long-term debt 10,789 11,031
-------- --------
Total current liabilities 16,260 17,517
LONG-TERM DEBT 14,816 15,241
OTHER 19 9
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 42,152 42,456
-------- --------
55,571 55,875
Treasury stock, at cost; 2,400,000 shares (22,355) (22,355)
-------- --------
Total stockholders' equity 33,216 33,520
-------- --------
Total liabilities and stockholders' equity $ 64,311 $ 66,287
======== ========
</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
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
1995 1996
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,188 $ 304
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 895 940
Loss on disposal of property and equipment 120 10
(Increase) decrease in accounts and
notes receivable (117) 10
(Increase) decrease in inventories (19) 99
(Increase) in prepaid expenses and
other current assets (889) (726)
Decrease in other assets 18 13
Increase in accounts payable 364 530
Increase (decrease) in accrued expenses (343) 144
(Decrease) in federal income taxes payable (1,177) (125)
Change in deferred federal income taxes 681 241
(Decrease) in other liabilities (9) (10)
------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 712 1,430
------- ------
INVESTING ACTIVITIES:
Purchase of short-term investments (518) (50)
Sale and maturity of short-term investments 414 -
Payments received on note receivable 1 1
Additions to property and equipment (578) (825)
Proceeds from sale of property and equipment 5 5
------- ------
NET CASH USED IN INVESTING ACTIVITIES (676) (869)
------- ------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-4-
<PAGE> 7
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------
1995 1996
------- -------
<S> <C> <C>
FINANCING ACTIVITIES:
Payment of accounts payable for prior year
purchases of property and equipment $ (63) $ -
Issuance of long-term debt 375 728
Payments on long-term debt (1,574) (61)
Payment of dividend on common stock (225) -
------- -------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (1,487) 667
------- -------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (1,451) 1,228
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 10,356 11,357
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,905 $12,585
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Property and equipment acquired
by accounts payable $ 93 $ 87
======= =======
Property and equipment acquired
by conversion of other assets $ - $ 400
======= =======
Interest paid, net of amount capitalized $ 539 $ 462
======= =======
Federal income taxes paid $ 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
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
NOTE 1 - BASIS OF PREPARATION
- -----------------------------
These statements should be read in connection with the 1996 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, 1996. 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, 1996 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 September 30, 1996 and the results of operations and
cash flows for the three months ended September 30, 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 - ADOPTION OF FINANCIAL ACCOUNTING STANDARD
- --------------------------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 123 -
"Accounting for Awards of Stock-Based Compensation" was issued by the Financial
Accounting Standards Board in October 1995 and was adopted by the Company in the
first quarter of fiscal 1997. This statement establishes financial accounting
and reporting standards for stock-based employee compensation plans and for
transactions where equity securities are issued for goods and services. It
defines a fair value based method of accounting for an employee stock option, or
similar equity instrument, and encourages such method of accounting for all
employee stock compensation plans. As allowed by SFAS No. 123, the Company has
elected to continue to follow the provisions of APB Opinion No. 25 - "Accounting
for Stock Issued to Employees" which measures compensation costs for employee
stock compensation plans using the intrinsic value based method of accounting.
The adoption of SFAS No. 123 did not have a material effect on the financial
position or results of operations of the Company.
-6-
<PAGE> 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
----------------------------------------------
Results of operations - First Quarter 1997 Compared to First Quarter 1996
- -------------------------------------------------------------------------
In the three month period ended September 30, 1996, compared to the
same three month period in the prior year, revenues decreased from $16.1 million
to $15.6 million and income from operations decreased from $2.2 million to
$838,000. For the same comparable periods, net income decreased from $1.2
million, or $.26 per share, to $304,000 or $.07 per share. The decreases in
revenues, income from operations, net income and net income per share are
significantly due to the decline in revenue from the Sands Regency in Reno. Such
decline is primarily due to increased competition from new and expanded Reno
area hotel/casinos and from new Las Vegas megas-resorts. These decreases were
offset by improved revenues and profits from the Copa Casino in Gulfport,
Mississippi. The increase in Copa Casino revenues, which is primarily gaming
revenue, is due to improved customer gaming activity.
The decrease in lodging revenue of $818,000, in the first quarter of
fiscal 1996 compared to the same quarter in the prior year, is due to a decrease
in the Sands Regency's average daily room rate from approximately $45 to $34.
For the same comparable periods, hotel occupancy increased slightly from
approximately 87.3% to 87.7%. The decrease in the average daily rate was due to
offering rate discounts to stimulate improved hotel occupancy.
The increase in gaming revenue of $586,000 is composed of an increase
in gaming revenue from the Copa Casino of $753,000 which was offset by a
decrease in gaming revenue from the Sands Regency of approximately $167,000.
The decrease in gaming revenue in Reno is composed of a decrease in Sands
Regency casino gaming revenue of $317,000 which was offset by increased gaming
revenue from the Company's slot route operation of $150,000. The decrease in
Sands Regency casino gaming revenue is composed primarily of slot revenue and is
due to a decline per occupied room. In the first quarter of fiscal 1996, Sands
Regency casino gaming revenue per occupied room was $69 as compared to $65 in
the first quarter of fiscal 1997. The increase in slot route revenue is due to
the Company's acquisition of a slot route business in June 1996 which operates
slot machines at various non-casino businesses (convenience stores and cocktail
lounges) in the Reno area.
The increase in complimentary lodging, food and beverage, deducted from
revenue, of $216,000 is primarily due to an increase in complimentary lodging at
the Sands Regency. 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 $490,000 is comprised of
an increase from the Copa Casino of $274,000 and an increase from the Sands
Regency of approximately $216,000. The increase in the Copa Casino costs and
expenses is primarily attributable to the increase in associated gaming revenue.
The increase in Sands Regency gaming costs and expenses is composed of an
increase in the cost of complimentary goods and services
-7-
<PAGE> 10
Results of Operations - First Quarter 1997
Compared to First Quarter 1996 (continued)
- ------------------------------------------
provided of $195,000, costs and expenses associated with the new slot route
operation of $111,000 and an increase in various other costs and expenses of
approximately $119,000. Such increases have been offset by the reclassification
of custodial costs and expenses from gaming costs and expense, where reflected
through June 1996, to a maintenance cost and expense commencing in July 1996.
The decrease in food and beverage costs and expense of $102,000 is
attributable to the Sands Regency and consists primarily of a reduction in
various food cost and expense elements.
The increase in maintenance and utilities costs and expenses of
$350,000 is attributable to the Sands Regency and is primarily composed of
custodial costs and expenses of $209,000 and painting costs of $115,000.
Commencing in July 1996, custodial costs and expenses are included in
maintenance and utilities costs and expenses. Prior to July 1996, such costs
and expenses were included in gaming costs and expenses. The increase in
painting costs is due to the painting of the exterior of the Company's
facilities and the interior of the five story parking structure.
The increase in general and administrative costs and expenses of
$240,000 consists of an increase from the Copa Casino of approximately $134,000
and an increase from the Sands Regency of $106,000. The increase from the Copa
Casino is attributable to various cost and expense categories. The Sands
Regency increase consists primarily of an increase in advertising and
promotional costs.
The decrease in interest and other expense of $52,000 includes a
reduction in interest expense from the Copa Casino of approximately $27,000 and
a reduction in interest expense from the Sands Regency of approximately $25,000.
The decrease from the Copa Casino is a result of a lower interest rate on a
long-term debt obligation. The decrease from the Sands Regency is due to a
principal reduction in an interest bearing long-term debt obligation.
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
historically 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. However, because of the limited amount of time that the Copa has been
in operation, the relatively 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.
-8-
<PAGE> 11
Results of operations - First Quarter 1997
Compared to First Quarter 1996 (continued)
- ------------------------------------------
Capital resources and liquidity
- -------------------------------
During the quarter ended September 30, 1996, 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 1996 Annual Report appearing as
exhibit 13 to the Company's Form 10-K for the year ended June 30, 1996.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations may contain various "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which represent the Company's expectations or beliefs concerning future events.
Statements containing expressions such as "believes," "anticipates" or "expects"
used in the Company's press releases and periodic reports on Forms 10-K and 10-Q
filed with the Securities and Exchange Commission are intended to identify
forward-looking statements. The Company cautions that these and similar
statements included in this report and in previously filed periodic reports,
including reports filed on Forms 10-K and 10-Q, are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements. Such factors include, without
limitation, the following: increased competition in existing markets or the
opening of new gaming jurisdictions; a decline in the public acceptance of
gaming; the limitation, conditioning or suspension of any of the Company's
gaming licenses; increases in or new taxes imposed on gaming revenues or gaming
devices; a finding of unsuitability by regulatory authorities with respect to
the Company's officers, directors or key employees; loss or retirement of key
executives; significant increases in fuel or transportation prices; adverse
economic conditions in the Company's key markets; severe and unusual weather in
the Company's key markets and adverse results of significant litigation matters.
-9-
<PAGE> 12
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.
- ------------------------------------------
Exhibit 27 - Financial Data Schedule.
-10-
<PAGE> 13
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: November 4, 1996 By: /s/ DAVID R. WOOD
------------------------------
David R. Wood
Executive Vice President
Principal Accounting and
Financial Officer
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 12,585
<SECURITIES> 250
<RECEIVABLES> 498
<ALLOWANCES> 108
<INVENTORY> 690
<CURRENT-ASSETS> 15,887
<PP&E> 76,753
<DEPRECIATION> 28,979
<TOTAL-ASSETS> 66,287
<CURRENT-LIABILITIES> 17,517
<BONDS> 15,241
0
0
<COMMON> 345
<OTHER-SE> 33,175
<TOTAL-LIABILITY-AND-EQUITY> 66,287
<SALES> 2,085
<TOTAL-REVENUES> 15,600
<CGS> 1,685
<TOTAL-COSTS> 8,931
<OTHER-EXPENSES> 5,831
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 559
<INCOME-PRETAX> 420
<INCOME-TAX> 116
<INCOME-CONTINUING> 304
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 304
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
|
|