<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, 1997 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
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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 Novermber 13, 1997, 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
Page No.
--------
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
<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
except per share amounts) ENDED SEPTEMBER 30,
----------- -----------
1996 1997
----------- -----------
<S> <C> <C>
Operating revenues:
Gaming $ 11,158 $ 10,444
Lodging 2,557 3,040
Food and beverage 2,085 2,223
Other 384 448
----------- -----------
16,184 16,155
Less complimentary lodging, food
and beverage included above 773 672
----------- -----------
15,411 15,483
----------- -----------
Operating costs and expenses:
Gaming 5,525 5,483
Lodging 1,355 1,287
Food and beverage 1,685 2,002
Other 177 176
Maintenance and utilities 1,502 1,786
General and administrative 3,389 3,255
Depreciation and amortization 940 1,014
----------- -----------
14,573 15,003
----------- -----------
Income from operations 838 480
Other income (deductions):
Interest and other income 141 107
Interest and other expense (559) (558)
----------- -----------
(418) (451)
----------- -----------
Income before income taxes 420 29
Provision for income taxes 116 --
----------- -----------
Net income $ 304 $ 29
=========== ===========
Net income per share $ .07 $ .01
=========== ===========
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
<TABLE>
<CAPTION>
(Dollars in thousands) JUNE 30, SEPTEMBER 30,
1997 1997
------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,644 $ 8,102
Short-term investments 250 250
Accounts and notes receivable less allow-
ance for possible losses of $119 and $132 418 540
Inventories 640 594
Federal income tax refund receivable 1,063 1,100
Prepaid expenses and other assets 1,297 1,477
------------- -------------
Total current assets 11,312 12,063
PROPERTY AND EQUIPMENT:
Land 8,093 8,093
Buildings, ship and improvements 45,753 45,781
Equipment, furniture and fixtures 24,776 24,983
Construction in progress 172 200
------------- -------------
78,794 79,057
Less accumulated depreciation
and amortization 31,060 32,064
------------- -------------
47,734 46,993
OTHER ASSETS:
Deferred federal income tax asset 422 454
Note receivable 1,237 1,235
Other 347 349
------------- -------------
2,006 2,038
------------- -------------
Total assets $ 61,052 $ 61,094
============= =============
</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, SEPTEMBER 30,
1997 1997
------------- -------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,712 $ 2,503
Accrued salaries, wages and benefits 1,816 1,749
Other accrued expenses 1,692 1,847
Deferred federal income tax liability 240 309
Current maturities of long-term debt 17,480 17,716
------------- -------------
Total current liabilities 23,940 24,124
LONG-TERM DEBT 4,658 4,487
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 41,390 41,419
------------- -------------
54,809 54,838
Treasury stock, at cost; 2,400,000 shares (22,355) (22,355)
------------- -------------
Total stockholders' equity 32,454 32,483
------------- -------------
Total liabilities and stockholders'
equity $ 61,052 $ 61,094
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE> 6
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Dollars in thousands) THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1996 1997
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 304 $ 29
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 940 1,014
(Gain) loss on disposal of property
and equipment 10 (2)
(Increase) decrease in accounts and
notes receivable 10 (122)
Decrease in inventories 99 46
(Increase) in prepaid expenses and
other current assets (726) (180)
(Increase) decrease in other assets 13 (5)
Increase (decrease) in accounts payable 530 (209)
Increase in accrued expenses 144 88
Change in federal income taxes
payable/receivable (125) (37)
Change in deferred federal income taxes 241 37
(Decrease) in other liabilities (10) --
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NET CASH PROVIDED BY OPERATING ACTIVITIES 1,430 659
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INVESTING
ACTIVITIES:
Purchase of short-term investments (50) --
Payments received on note receivable 1 2
Additions to property and equipment (825) (270)
Proceeds from sale of property and
equipment 5 2
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NET CASH USED IN INVESTING ACTIVITIES (869) (266)
------- -------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE> 7
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Dollars in thousands) THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1996 1997
-------- --------
<S> <C> <C>
FINANCING ACTIVITIES:
Issuance of long-term debt 728 256
Payments on long-term debt (61) (191)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 667 65
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 1,228 458
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 11,357 7,644
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 12,585 $ 8,102
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Property and equipment acquired
by accounts payable $ 87 $ --
======== ========
Property and equipment acquired
by conversion of other assets $ 400 $ --
======== ========
Interest paid, net of amount capitalized $ 462 $ 482
======== ========
Federal income taxes paid $ -- $ --
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE> 8
THE SANDS REGENT AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
NOTE 1 - BASIS OF PREPARATION
These statements should be read in connection with the 1997 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, 1997. 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, 1997 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, 1997 and the results of operations and
cash flows for the three months ended September 30, 1997 and 1996 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 - RECLASSIFICATIONS
Certain reclassifications have been made to the results of operations
for the three months ended September 30, 1996 to conform to the presentation for
the three months ended September 30, 1997.
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<PAGE> 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of operations - First Quarter 1998 Compared to First Quarter 1997
In the three month period ended September 30, 1997, compared to the same
three month period in fiscal 1997, revenues increased slightly to $15.5 million
from $15.4 million as a result of an increase in revenues at the Sands Regency
of $672,000, to $9.6 million. Such increase was partially offset by a decrease
in revenues at the Copa Casino of approximately $604,000 to $5.9 million. For
the same comparable periods, income from operations decreased from $838,000 to a
$480,000. Such decrease consists of a decrease in income from operations at the
Copa Casino of approximately $1.3 million, resulting in a loss from operations
at the Copa Casino of $401,000. This was offset by an increase in income from
operations at the Sands Regency of $1.0 million to $881,000.
The Company had net income of $29,000, or $.01 per share, in the quarter
ended September 30, 1997 compared to net income of $304,000, or $.07 per share,
in the quarter ended September 30, 1996. The Sands Regency contributed
approximately $400,000 to the consolidated net income in the September 30, 1997
quarter compared to a net loss of $198,000 in the September 30, 1996 quarter.
For the same comparable periods, the Copa Casino incurred a net loss of
approximately $371,000 as compared to a net income in the prior year first
quarter of $502,000. The declines in revenues, income from operations, net
income (loss) and net income (loss) per share at the Copa Casino is due to a
decline in customers and increased costs, primarilly legal and professional
fees. Customer counts have declined as a result of construction on highway 90
which has significantly impaired access to the Copa Casino. The increases at the
Sands Regency are due to an increase in revenue per occupied room and decreased
costs and expenses.
The increase in lodging revenue of $483,000, in the first quarter of
fiscal 1998 compared to the same quarter in the prior year, is due to an
increase in the Sands Regency's average daily room rate from approximately $34
to $40. For the same comparable periods, hotel occupancy increased from
approximately 87.7% to 88.7%.
The decrease in gaming revenue of $714,000, in the September 1997
quarter versus the September 1996 quarter, primarily consists of a decrease in
gaming revenue from the Copa Casino. Such decrease is due to a reduction in the
number of customers which the Company attributes, in part, to the curtailment of
access to the Copa because of construction on highway 90.
The increase in food and beverage revenue of $138,000, in fiscal 1998
compared to fiscal 1997, is principally attributable to restuarant revenue at
the Sands Regency. Food revenue per occupied room increased from approximately
$18 in the first quarter of fiscal 1997 to $20 in the first quarter of fiscal
1998. The increase in other revenue of $64,000 is in ancillary revenue from the
Sands Regency.
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<PAGE> 10
Results of operations - First Quarter 1998 Compared to First Quarter 1997
(continued)
The decrease in complimentary lodging, food and beverage, deducted from
revenue, of $101,000 includes a decrease at the Sands Regency of approximately
$36,000 and a decrease in complimentary food and beverage at the Copa Casino of
$65,000.
The slight decrease in gaming costs and expense of $42,000 in the
quarter ended September 30, 1997, compared to the quarter ended September 30,
1996, is comprised of an increase from the Copa Casino of approximately $96,000
and a decrease from the Sands Regency of $138,000. The increase in Copa Casino
costs and expenses is primarily attributable to added costs and expenses
associated with the slot player's club which was commenced in April 1997. The
decrease at the Sands Regency is due to an overall decrease in various cost and
expense items.
The increase in food and beverage costs and expense of $317,000 in the
first quarter of fiscal 1998, compared to the first quarter of fiscal 1997,
consists of an increases from the Copa Casino and the Sands Regency of
approximately $250,000 and 67,000, respectively. The increase from the Copa
Casino is due to $119,000 in added food costs associated with the buffet
restaurant, which has been operated by the Copa Casino since May 1997, and
increased other food operating costs and expenses due to recent changes in
products being offered and sold to the public.
The increase in maintenance and utilities costs and expenses of $284,000
is primarily attributable to the Copa Casino and includes an increase in
hurricane evacuation expenses of $199,000 as a result of preparedness actions
necessary during Hurricane Danny in July 1997. The remaining increase consists
principally of costs necessary to remove dredging spoils as a result of
maintenance dredging performed under and around the ship.
The decrease in general and administrative costs and expenses of
$134,000 consists principally of a decrease from the Sands Regency of
approximately $168,000 and an increase from the Copa Casino of approximately
$58,000. The decrease at the Sands Regency is primarily due to a decrease in
advertising and promotional costs and expenses. The increase from the Copa
Casino is attributable to increases in legal costs of $340,000 which were offset
by a decrease in advertising and promotional costs of approximately $172,000.
The increase in legal costs is related to the legal actions with the State Port
of Mississippi at Gulfport.
The effective income tax rate differs from the statutory rate, in the
current quarter, as a result of one-time differences including tax-free interest
income and deductable tax credits.
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 has not historically been 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.
-8-
<PAGE> 11
Results of operations - First Quarter 1998 Compared to First Quarter 1997
(continued)
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.
Capital resources and liquidity
The Company continues to be in noncompliance with certain financial
convenants as specified in the long-term debt loan agreement with Wells Fargo
Bank and Sumitomo Bank, ltd. Further, the Company has failed to make a scheduled
principal payment in the amount of $1.8 million, due on October 1, 1997,
resulting in an additional Event of Default. The Company continues to be in
discussions with the lender in an attempt to renegotiate certain terms of the
loan agreement including restructuring the payment schedule. If the lender
accelerates the principal balance, aggregating $11 million, the Company would
not be in the financial position to repay the debt in full or on an accelerated
basis.
In Mississippi, the U. S. Bankruptcy Court ruled in October 1997 that
Gulfside Casino, Inc.'s ownership interest in Gulfside Casino Partnership is
.006% which appears to negate the May 30, 1997 partnership amendment
transferring the additional 59.994% interest back to GCI. Such court ruling
allows the two former GCI shareholders to pursue further legal actions in the
Chancery Court. Although the previous rulings of the Chancery Court have been
appealed to the Mississippi Supreme Court, these two former GCI shareholders
have requested that the Chancery Court take certain actions including the
appoinment of a receiver as to which a Chancery Court hearing is presently
scheduled for November 18, 1997.
In addition to the above, the trial on the lawsuit between Gulfside
Casino Partnership and the Mississippi State Port Authority and Mississippi
Department of Economic and Community Development was held in October 1997. A
court ruling on such litigation, which involved liability issues only, is not
expeected until early 1998. A subsequent damages trial, which is not now
scheduled, is to be held in the event Gulfside Casino Partnership is successful
on any or all of its liability claims and counterclaims.
The outcome of these actions is not presently subject to reasonable
estimation. At September 30, 1997, the book value of the Company's net
investment in and advances to (including accrued interest) the Mississippi
gaming operation was approximately $2.1 million.
-9-
<PAGE> 12
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 contains 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.
Such statements are identified by the words "anticipates", "believes",
"expects", "intends", "future", or words of similiar import. Various important
factors that could cause actual results to differ materially from those in the
forward-looking statements 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; adverse outcomes in any of
the Company's various materal legal proceedings in Mississippi; 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.
-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
27 Financial Data Schedule
B Form 8-K
NONE
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<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: November 13, 1997 By /s/ David R. Wood
-------------------------------------------
David R. Wood, Executive Vice President
Principal Accounting and Financial Officer
-12-
<PAGE> 15
EXHIBITS INDEX
--------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 8,102
<SECURITIES> 250
<RECEIVABLES> 672
<ALLOWANCES> 132
<INVENTORY> 594
<CURRENT-ASSETS> 12,063
<PP&E> 79,057
<DEPRECIATION> 32,064
<TOTAL-ASSETS> 61,094
<CURRENT-LIABILITIES> 24,124
<BONDS> 4,487
0
0
<COMMON> 345
<OTHER-SE> 32,130
<TOTAL-LIABILITY-AND-EQUITY> 61,094
<SALES> 2,223
<TOTAL-REVENUES> 15,483
<CGS> 2,002
<TOTAL-COSTS> 8,948
<OTHER-EXPENSES> 6,055
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 558
<INCOME-PRETAX> 29
<INCOME-TAX> 0
<INCOME-CONTINUING> 29
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
