<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 31,1999 or
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( ) 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 North Arlington Avenue, Reno, Nevada 89501
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(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 13, 1999, the registrant had outstanding 4,495,722 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 - 7
Consolidated Statements of Operations 1
Consolidated Balance Sheets 2 - 3
Consolidated Statements of Cash Flows 4 - 5
Notes to Interim Consolidated Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 8 - 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings. 15
Item 2. Changes in Securities. 15
Item 3. Defaults Upon Senior Securities. 15
Item 4. Submission of Matters to a Vote of
Security Holders. 15
Item 5. Other Information. 15
Item 6. Exhibits and Reports on Form 8-K. 15
SIGNATURES 16
</TABLE>
<PAGE> 3
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Dollars in thousands, THREE MONTHS NINE MONTHS
except per share amounts) ENDED MARCH 31, ENDED MARCH 31,
---------------------------- ----------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenues:
Gaming $ 10,963 $ 4,236 $ 31,421 $ 23,641
Lodging 1,665 1,777 6,409 6,392
Food and beverage 2,047 1,510 6,211 5,562
Other 405 331 1,237 1,040
----------- ----------- ----------- -----------
15,080 7,854 45,278 36,635
Less complimentary lodging, food
and beverage included above 765 486 2,111 1,917
----------- ----------- ----------- -----------
14,315 7,368 43,167 34,718
----------- ----------- ----------- -----------
Operating costs and expenses:
Gaming 5,581 2,210 16,451 12,511
Lodging 1,112 946 3,631 3,074
Food and beverage 1,749 1,306 5,596 4,870
Other 168 116 490 393
Maintenance and utilities 1,278 794 4,515 3,892
General and administrative 3,468 1,592 10,455 8,177
Depreciation and amortization 1,009 700 3,036 2,716
----------- ----------- ----------- -----------
14,365 7,664 44,174 35,633
----------- ----------- ----------- -----------
Loss from operations (50) (296) (1,007) (915)
----------- ----------- ----------- -----------
Other income (deductions):
Interest and other income 44 67 271 242
Interest and other expense (555) (326) (1,680) (1,409)
----------- ----------- ----------- -----------
(511) (259) (1,409) (1,167)
----------- ----------- ----------- -----------
Loss before income taxes (561) (555) (2,416) (2,082)
Income tax benefit (182) (177) (811) (602)
----------- ----------- ----------- -----------
Net loss $ (379) $ (378) $ (1,605) $ (1,480)
=========== =========== =========== ===========
Net loss per share,
basic and diluted $ (.08) $ (.08) $ (.36) $ (.33)
=========== =========== =========== ===========
Weighted average shares
outstanding 4,498,722 4,498,361 4,498,722 4,497,622
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE> 4
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Dollars in thousands) JUNE 30, MARCH 31,
1998 1999
-------- ---------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 9,203 $ 7,200
Short-term investments 250 20
Accounts and notes receivable less allowance
for possible losses of $72 and $11 550 977
Inventories 625 471
Prepaid federal income taxes 687 305
Prepaid expenses and other assets 1,371 900
------- -------
Total current assets 12,686 9,873
PROPERTY AND EQUIPMENT:
Land 8,093 8,093
Buildings, ship and improvements 45,942 37,297
Equipment, furniture and fixtures 25,654 18,904
Construction in progress 509 283
------- -------
80,198 64,577
Less accumulated depreciation
and amortization 34,552 31,271
------- -------
45,646 33,306
OTHER ASSETS:
Deferred federal income tax asset 258 --
Note receivable, sale of subsidiaries, net -- 2,065
Other 311 165
------- -------
569 2,230
------- -------
Total assets $58,901 $45,409
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE> 5
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Dollars in thousands) JUNE 30, MARCH 31,
1998 1999
-------- ---------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,927 $ 1,746
Accrued salaries, wages and benefits 2,006 1,106
Other accrued expenses 2,049 442
Deferred federal income tax liability 276 207
Current maturities of long-term debt 6,765 10,872
-------- --------
Total current liabilities 13,023 14,373
LONG-TERM DEBT 14,643 558
-------- --------
DEFERRED FEDERAL INCOME TAX LIABILITY -- 726
-------- --------
Total liabilities 27,666 15,657
-------- --------
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 40,171 38,691
-------- --------
53,590 52,110
Treasury stock, at cost, 2,400,000 and
2,403,000 shares (22,355) (22,358)
-------- --------
Total stockholders' equity 31,235 29,752
-------- --------
Total liabilities and stockholders'
equity $ 58,901 $ 45,409
======== ========
</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) NINE MONTHS ENDED
MARCH 31,
------------------------
1998 1999
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,605) $(1,480)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 3,036 2,716
Loss on sale of property and
equipment 57 32
(Increase) decrease in accounts
and notes receivable (112) 113
Decrease in inventories 83 60
(Increase) decrease in prepaid
expenses and other current assets (42) 72
Decrease in other assets 57 51
Increase in accounts payable 77 1,205
Increase in accrued expenses 332 146
Change in federal income taxes
payable/receivable 525 382
Changes in deferred federal
income taxes (126) (231)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,282 3,066
------- -------
INVESTING ACTIVITIES:
Payments received on note receivable 1,237 --
Additions to property and equipment (1,268) (866)
Proceeds from sale of property and
equipment 36 22
Down payment on sale of subsidiaries
held in escrow and reflected in
accounts receivable -- (500)
Cash retained by former subsidiary
companies upon sale -- (3,277)
------- -------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 5 (4,621)
------- -------
</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 (continued)
<TABLE>
<CAPTION>
(Dollars in thousands) NINE MONTHS ENDED
MARCH 31,
------------------------
1998 1999
------- -------
<S> <C> <C>
FINANCING ACTIVITIES:
Payment of accounts payable on prior
period purchases of property and
equipment $ -- $ (9)
Issuance of long-term debt 256 239
Payments on long-term debt (782) (675)
Purchase of Company common stock -- (3)
------- -------
NET CASH USED IN FINANCING ACTIVITIES (526) (448)
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,761 (2,003)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,644 9,203
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,405 $ 7,200
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Net investment in subsidiaries converted
to note receivable upon sale, net $ -- $ 2,171
======= =======
Payments received on note receivable
from sale of subsidiaries held in
escrow and reflected in accounts
receivable $ -- $ (106)
======= =======
Property and equipment acquired by
accounts payable $ 40 $ --
======= =======
Interest paid, net of amount capitalized $ 1,360 $ 1,046
======= =======
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
NINE MONTHS ENDED MARCH 31, 1999 AND 1998
NOTE 1 - BASIS OF PREPARATION
These statements should be read in connection with the 1998 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, 1998. 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, 1998 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, 1999 and the results of operations and cash
flows for the three and nine months ended March 31, 1999 and 1998 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 subsidiary Zante, Inc. ("Zante"), and, through
December 23, 1998, its wholly owned subsidiaries Patrician, Inc. ("Patrician"),
Gulfside Casino, Inc. ("GCI") and Artemis, Inc. ("Artemis"), and their general
partnership Gulfside Casino Partnership ("GCP") (together the "Company"). On
December 23, 1998, the Company sold Patrician, GCI and Artemis, which are the
sole partners in GCP, to unrelated third parties. 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 - EARNINGS PER SHARE
During the three and nine months ended March 31, 1999 and 1998, there were
no outstanding convertible securities that would result in dilutive potential
common shares. The Company's options to purchase common stock are not included
in the computation of diluted Earnings Per Share because to do so would have
been antidilutive.
NOTE 3 - SALE OF SUBSIDIARIES
On December 23, 1998, the Company closed on an agreement selling all of its
ownership interest in Patrician, GCI and Artemis, which includes a 100%
ownership interest in the Copa Casino, to two former GCI shareholders for $8.5
million. The agreement provided for an initial payment of $500,000, which has
been deposited into escrow, with the balance payable in monthly installment of
$15,000 or 2% of the Copa's gross gaming revenues, whichever is greater. All
payments are held in escrow as security for certain representations and
warranties by the Company which were fulfilled in
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<PAGE> 9
THE SANDS REGENT AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1999 AND 1998
NOTE 3 - SALE OF SUBSIDIARIES (continued)
March 1999. It is expected that such amounts will be released to the Company
prior to June 30, 1999 and that future payments will be made directly to the
Company.
Upon consummation of the sales transaction, the Company's net investment in
Patrician, GCI and Artemis was $2.2 million which includes $1.1 million in
deferred tax items retained by the companies sold. The net investment of $2.2
million has been reclassified as a note receivable. The unrecognized gain of
approximately $5.8 million will be recognized after the Company's remaining
investment is recovered from the initial and subsequent payments.
The combined net assets of Patrician, GCI, Artemis and GCP sold by the
Company on December 23, 1998 consisted of the following (in thousands):
<TABLE>
<S> <C>
Current assets $ 4,066
Property and Equipment, net 10,439
Deferred tax benefit, non-current 1,215
Other assets 92
Current liabilities (13,641)
--------
$ 2,171
========
</TABLE>
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<PAGE> 10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of operations - Three months ended March 31, 1999 compared to three
months ended March 31, 1998
As further described in Note 3 to the Company's Interim Consolidated
Financial Statements, the Company sold Patrician, GCI and Artemis, including the
Copa Casino, to unrelated third parties on December 23, 1998. The Company's
consolidated results of operations include the operating results of such
Companies through this date. Management's Discussion and Analysis of Financial
Condition and Results of Operations will be directed at continuing operations
with only general and otherwise pertinent information provided regarding
operating results for the companies sold.
In the three month period ended March 31, 1999, compared to the same three
month period in fiscal 1998, revenues decreased to $7.4 million from $14.3
million. This is a result of the elimination of revenues from the Copa Casino of
approximately $6.6 million and a decline in revenues at the Sands Regency of
$346,000. For the same comparable periods, the loss from operations increased
from $50,000 in the three months ended March 31, 1998 to a $296,000 loss in the
three months ended March 31, 1999. Such increase in the loss from operations
consists of the elimination of income from operations from the Copa Casino of
approximately $511,000 in the third quarter of fiscal 1998. Such decrease was
partially offset by an improvement in the loss from operations at the Sands
Regency from a loss from operations of $561,000 in the quarter ended March 31,
1998 to a loss from operations of $296,000 in the quarter ended March 31, 1999
The Company had a net loss of $378,000, or loss per share of $.08, in the
quarter ended March 31, 1999 which was the same as in the comparable March 1998
quarter. For the current year third quarter, the Sands Regency incurred a net
loss of $378,000 which was approximately a 40% improvement over the fiscal 1998
third quarter net loss of $605,000. Such improvement from the Sands Regency was
offset by the elimination of net income from the Copa Casino of approximately
$226,000 in the prior year quarter ended March 31, 1998. The decline in Sands
Regency revenues is due to reduced occupancy while the improvement in income
from operations and net income is due, in part, to improved methods of
operations and efficiencies.
The increase in lodging revenue of $112,000, in the third quarter of fiscal
1999 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 $26 to $30, an
increase of 17%. For the same comparable periods, hotel occupancy decreased from
approximately 77.4% to 70.8%.
The decrease in gaming revenue of $6.7 million, in the March 1999 quarter
versus the March 1998 quarter, is a result of a decrease in gaming revenue from
the Copa Casino of approximately $6.2 million and a decrease from the Sands
Regency, primarilly slot revenue, of $546,000. The decrease in gaming revenue in
Reno is primarily due to a decrease in hotel occupancy. For the same comparable
periods, casino gaming revenue per occupied room also decreased from
approximately $72 in the three months ended March 31, 1998 to $69 in the three
months ended March 31, 1999.
-8-
<PAGE> 11
Results of operations - Three months ended March 31, 1999 compared to three
months ended March 31, 1998 (continued)
The decrease in food and beverage revenue of $537,000, in the three months
ended March 31, 1999 versus the comparable prior year three months, consists of
a decrease from the Copa Casino of approximately $586,000 which was partially
offset by an increase at the Sands Regency of $49,000. In spite of the decline
in hotel occupancy, food revenue per occupied room increased from approximately
$18 in the three months ended March 31, 1998 to almost $21 in the three months
ended March 31, 1999. Such improvement is due, in part, to the updating of food
venues and increased menu prices.
The decreases in other revenue of $74,000 and in complimentary lodging,
food and beverage, deducted from revenue, of $279,000 are primarily attributable
to the Copa Casino.
The decrease in gaming costs and expenses of $3.4 million in the three
months ended March 31, 1999, compared to the three months ended March 31, 1998,
consists of decreases from the Copa Casino and Sands Regency of $2.9 million and
$436,000, respectively. The decrease at the Sands Regency is due to the related
decline in gaming revenues and decreases in various costs and expenses as a
result of improved operating practices and methods.
The decrease in lodging costs and expenses of $166,000 in the third quarter
of fiscal 1999, compared to the same quarter in fiscal 1998, is primarily in
salaries and wages. Such decrease is a result of improved efficiencies at the
Sands Regency.
The decreases in food and beverage costs and expenses and maintenance and
utilities costs and expenses of $443,000 and $484,000, respectively, in the
three months ended March 31, 1999 compared to the three months ended March 31,
1998, are primarily attributable to the Copa Casino.
The decrease in general and administrative costs and expenses of $1.9
million is primarilly attributable to the Copa Casino. At the Sands Regency,
increased advertising and promotional costs and expenses of $249,000 were offset
by a decrease in various other costs and expenses as a result of increased
efficiencies due to improved operating methods and practices. The increase in
advertising and promotional costs and expenses is due to the implementation of
new print, billboard and radio advertising campaigns in the Reno and Northern
California market areas and expanded in-house promotional programs.
The decrease in depreciation and amortization expense of $309,000, in the
quarter ended March 31, 1999 as compared to the quarter ended March 31, 1998, is
primarilly attributable to the Copa Casino.
The decrease in interest and other expense of $229,000 consist of a
decrease from the Sands Regency of $47,000 and a decrease relative to the Copa
Casino of $181,000.
-9-
<PAGE> 12
Results of operations - First nine months of fiscal 1999 compared to first nine
months of fiscal 1998
As further described in Note 3 to the Company's Interim Consolidated
Financial Statements, the Company sold Patrician, GCI and Artemis, including the
Copa Casino, to unrelated third parties on December 23, 1998. The Company's
consolidated results of operations include the operating results of such
Companies through this date. Management's Discussion and Analysis of Financial
Condition and Results of Operations will be directed at continuing operations
with only general and otherwise pertinent information provided regarding
operating results for the companies sold.
In the nine months ended March 31, 1999, compared to the same nine months
ended March 31, 1998, revenues decreased from $43.2 million to $34.7 million and
income from operations improved from a loss from operations of $1.0 million in
the nine months ended March 31, 1998 to a loss from operations of $915,000 in
the nine months ended March 31, 1999. The decrease in revenues is due to the
elimination of revenues from the Copa Casino of approximately $6.7 million and a
decline in revenues at the Sands Regency of approximately $1.7 million. The
decrease in loss from operations consists of an increase in loss from operations
from the Sands Regency of $310,000 and a decrease from the Copa Casino of
approximately $400,000.
For the nine months ended March 31, 1999, the Company had a net loss of
$1.5 million, or loss per share of $.33, which is an improvement from a net loss
of $1.6 million, or loss per share of $.36, in the nine months ended March 31,
1998. The Sands Regency's portion of the net loss was $1.2 million as compared
to a net loss of $1.0 million in the comparable prior year nine months. The Copa
Casino had a net loss of approximately $294,000 in the current year as compared
to a net loss in the prior year first nine months of $590,000. The decline in
Sands Regency revenues, income from operations and net income is attributable to
a decline in hotel occupancy due, in part, to an overall softening in the Reno
area market and a reduction in group business at the Sands Regency. Such decline
in revenues was partially offset by reduced costs and expenses, primarilly in
the second and third quarters, due to improved methods of operations and
efficiencies.
Lodging revenue of $6.4 million in the nine months ended March 31, 1999 was
approximately the same as in the comparable nine months ended March 31, 1998.
The average daily rate increased from approximately $31 in the prior year first
nine months to $34 in the current year nine months, an increase of almost 11%.
For the same comparable periods, hotel occupancy declined from 81% to 73%.
The decrease in gaming revenue of $7.8 million, in the March 1999 nine
months versus the March 1998 nine months, is a result of a decrease in gaming
revenue from the Copa Casino of approximately $6.2 million and a decrease from
the Sands Regency, primarilly slot revenue, of $1.6 million. The decrease in
gaming revenue in Reno is primarily due to a decrease in hotel occupancy. For
the same comparable periods, casino gaming revenue per occupied room also
decreased from approximately $68 in the nine months ended March 31, 1998 to $66
in the nine months ended March 31, 1999.
-10-
<PAGE> 13
Results of operations - First nine months of fiscal 1999 compared to first nine
months of fiscal 1998 (continued)
The decrease in food and beverage revenue of $649,000, in the nine months
ended March 31, 1999 versus the comparable prior year nine months, consists of a
decrease from the Copa Casino of approximately $626,000 and a decrease at the
Sands Regency of $23,000. Such slight decline at the Sands Regency is due to the
decline in hotel occupancy. Food revenue per occupied room increased from
approximately $19 in the nine months ended March 31, 1998 to $21 in the nine
months ended March 31, 1999 which improvement is due, in part, to the updating
of food venues and increased menu prices.
The decrease in other revenue of $197,000 consists of a decrease from the
Sands Regency of approximately $110,000 and a decrease from the Copa Casino of
$87,000. The decrease from the Sands Regency is composed of a decline in various
ancillary revenues. Approximately $63,000 of the $97,000 decrease in other costs
and expenses is due to the decrease in related revenue from the Sands Regency.
The remaining decrease in other costs and expenses of $34,000 is attributable to
the Copa Casino.
The decrease in complimentary lodging, food and beverage, deducted from
revenue, of $194,000 is principally attributable to the Copa Casino.
The decrease in gaming costs and expenses of $3.9 million in the nine
months ended March 31, 1999, compared to the nine months ended March 31, 1998,
consists of a decline from the Copa Casino of $3.1 million and a decline from
the Sands Regency of $884,000. The decrease at the Sands Regency consists of
decreases due to reduced gaming revenues and as a result of increased
efficiencies due to improved operating practices and methods. Such decrease
includes a decrease in salaries and wages of approximately $373,000.
The decrease in lodging costs and expenses of $557,000 in the nine months
ended March 31, 1999, compared to the period in fiscal 1998, consists of a
decrease in salaries and wages of approximately $382,000 and a decrease in
various other costs and expenses of $175,000. Such declines are due, in part, to
improved efficiencies at the Sands Regency.
The decrease in food and beverage costs and expenses of $726,000, in the
nine months ended March 31, 1999 compared to the nine months ended March 31,
1998, is primarilly attributable to the Copa Casino.
The decrease in maintenance and utilities costs and expenses of $623,000
consists of a decreases from the Copa Casino of $386,000 and from the Sands
Regency of approximately $237,000. The decrease at the Sands Regency consists of
decreases in utility costs, repair costs and various other costs and expenses of
$81,000, $89,000 and $67,000, respectively. Such decreases are due, in part, to
the decrease in hotel occupancy and improvements in operatiing efficiencies.
-11-
<PAGE> 14
Results of operations - First nine months of fiscal 1999 compared to first nine
months of fiscal 1998 (continued)
The decrease in general and administrative costs and expenses of $2.3
million consists of a decrease from the Copa Casino of approximately $2.7
million and increases from the Sands Regency and The Sands Regent of
approximately $291,000 and $100,000, respectively. The increase at the Sands
Regency is primarily due to an increase in advertising and promotional costs and
expenses of $605,000 as offset by a decrease in salaries and wages of $228,000
and in various other costs and expenses. The increase in advertising and
promotional costs and expenses is due to the implementation of new print,
billboard and radio advertising campaigns in the Reno and Northern California
market areas and expanded in-house promotional programs. The decreases in
salaries and wages and in various other costs and expenses are due to improved
operating methods and practices.
The decrease in depreciation and amortization expense of $320,000, in the
nine months ended March 31, 1999 as compared to the nine ended March 31, 1998,
is primarilly attributable to the Copa Casino.
The decrease in interest and other expense of $271,000 consist of a
decrease from the Sands Regency of $108,000 and a decrease relative to the Copa
Casino of $163,000. The decrease from the Sands Regency is due to a lower
effective overall interest rate on reduced long-term debt.
The effective income tax rate in the nine months ended March 31, 1999 is
different from the statutory rate due to certain items that are not deductible
for federal income tax purposes.
The effective income tax rate differs from the statutory rate, in the prior
year nine month period, as a result of one-time differences including tax-free
interest income and deductable tax credits.
Capital resources and liquidity
On December 23, 1998, the Company closed on an agreement selling all of its
ownership interest in Patrician, GCI and Artemis, which includes a 100%
ownership interest in the Copa Casino, to two former GCI shareholders for $8.5
million. The agreement provided for an initial payment of $500,000, which has
been deposited into escrow, with the balance payable in monthly installment of
$15,000 or 2% of the Copa's gross gaming revenues, whichever is greater. All
payments are held in escrow as security for certain representations and
warranties by the Company which were fulfilled in March 1999. It is expected
that such amounts will be released to the Company prior to June 30, 1999 and
that future payments will be made directly to the Company.
The Company's interim consolidated balance sheet at March 31, 1999 excludes
the assets and liabilities of the former subsidiary companies which previously
have been included upon consolidation. The Company believes that its remaining
cash, cash equivalents and short-term investments, and cash generated from
operations, will continue to be suficient to meet its needs for the ensuing
fiscal year. The Company's net investment in the former subsidiaries of $2.2
million at December 23, 1998, after recording the initial down payment which is
held in escrow and is included as a receivable, has been reclassified as a note
receivable on the interim
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<PAGE> 15
Capital resources and liquidity (continued)
consolidated balance sheet. Such receivable has been reduced by recurring
monthly payments subsequent to December 23, 1998.
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 1998 Annual Report appearing as Exhibit 13 to the Company's
Form 10-K for the year ended June 30, 1998.
Year 2000
The Year 2000 issue is the result of information technology ("IT") and
non-IT (embedded technology such as microcontrollers) hardware and software
systems and components utilizing two digits, rather than four digits, to define
the year. Date-sensitive hardware and software systems and components may
recognize a date using "00" as the year 1900 rather than the year 2000. This is
generally referred to as the "Year 2000 Problem" or the "Y2K Problem". This
could result in IT and non-IT hardware or software system and component ("Y2K
Systems and Components") failures or miscalculations causing disruptions of
operations and the ability to engage in normal business activities.
The Company has undertaken a study and assessment of its Y2K Systems and
Components in order to determine the impact of the Y2K Problem on such Y2K
Systems and Components. This study and evaluation includes specifically
identifying those Y2K Systems and Components utilized by the Company that may be
non-Y2K compliant, evaluating necessary corrective actions and implementing
corrective actions including appropriate testing so as to minimize the impact of
the Y2K Problem on the Company.
The Company has generally completed the identification phase and the
evaluation phase which includes internal reviews and testing as well as inquires
to third parties supplying or maintaining Y2K Systems. The corrective actions
implementation phase is also in progress which is anticipated to be completed by
the first quarter of fiscal 2000. Certain additional follow-up testing is also
anticipated to take place and continue through the first quarter of fiscal 2000.
The Company has also undertaken a more limited study and assessment of the
Y2K Problem with respect to third party vendors, suppliers, customers and other
business associates. Such study and assessment is directed toward third parties
that have a material relationship with the Company or may materially affect the
Company's operations such as major customers and suppliers, financial
institution and communications providers. The scope of such limited study and
assessment will generally be limited, by necessity, to appropriate inquiries of
such third parties. The Company believes, based on the wide attention that the
Y2K Problem has received, the relative size and prominence of certain third
parties and the preliminary information received, to date, from select third
parties, that the impact of the Y2K Problem on such third parties will not have
a material affect on the Company's operations. The Company anticipates that the
Y2K Problem study and assessment, relative to its material third party vendors,
suppliers, customers and other business associates, will be completed by the
fourth quarter of fiscal 1999.
-13-
<PAGE> 16
Year 2000 (continued)
The Company has, and will, utilize both internal and external resources to
achieve Y2K compliance which will include modifying certain Y2K Systems and
Components and replacing others. The Company presently estimates that the
remaining costs to assure material Y2K compliance will be less than $100,000, to
be incurred over the next 6 months. Such estimate is based upon the Company's
study and assessment and is subject to modification as the study and assessment
progresses. There can be no guarantee that this estimate will be achieved and
actual results could materially differ from the estimate. Costs to date have
been immaterial.
The Company believes that the scope and time table of its study and
assessment of Y2K Systems and Components, to achieve Y2K compliance, is adequate
and realistic. Further, the Company believes that those Y2K Systems and
Components with a greater likelihood of adversly impacting the Company's
business and financial performance will be Y2K compliant in a timely manner.
Nevertheless, if one or more of the Company's Y2K Systems and Components fail to
achieve Y2K compliance, or are overlooked, there could be a material adverse
impact on the Company's business operations or financial performance.
Additionally, there can be no assurances that the Y2K Systems and Components of
third parties, which may materially affect the Company, will be timely converted
to assure Y2K compliance.
The Company has not formulated a contingency plan in the event one or more
of the Company's, or third party's, Y2K Systems and Components fail to achieve
Y2K compliance. The Company will continue to review the necessity for a
contingency plan as its Y2K study and assessment progresses. The decision to
develop a contingency plan will be based upon an evaluation of potential future
unavoided or unavoidable risks of Y2K noncompliance and the adverse impact to
the Company.
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; 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.
-14-
<PAGE> 17
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
10(a) Employment Agreement, dated December 15, 1998, by and
between Ference B. Szony (as President and Chief
Executive Officer) and The Sands Regent
27 Financial Data Schedule
(b) Reports on Form 8-K:
NONE
-15-
<PAGE> 18
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 13, 1999 By: /s/ David R. Wood
-------------------------------------------
David R. Wood, Executive Vice President and
Principal Accounting and Financial Officer
-16-
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<C> <S> <C>
10(a) Employment Agreement, dated December 15,
1998, by and between Ference B. Szony
(as President and Chief Executive
Officer) and The Sands Regent...............
27 Financial Data Schedule.........................
</TABLE>
<PAGE> 1
EXHIBIT 10.a
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of December 15, 1998 by and
among The Sands Regent ("Sands"), a Nevada corporation, having an office at 345
North Arlington Avenue, Reno, Nevada 89501, and Ferenc B. Szony ("Executive"),
who resides at 1772 Belford Road, Reno, Nevada 89509.
WHEREAS, Sands is engaged in providing entertainment through the
development and management of Hotel Casinos;
WHEREAS, Sands desires to secure the services of Executive, and Executive
is willing to provide such services, each upon the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. DEFINITIONS. For the purposes of this Agreement, the parties hereby adopt the
following definitions:
(a) "Cause" means:
(i) breach by Executive of a fiduciary obligation to any member of
Sands;
(ii) commission by Executive of any act or omission to perform any act
(excluding the omission to perform any act attributable to Executive's
Total Disability) which results in serious adverse consequences to any
member of Sands;
(iii) breach of any of Executive's agreements set forth in this
agreement including, but not limited to, continual failure to perform
substantially his duties with Sands, excessive absenteeism and dishonesty;
1 of 8
<PAGE> 2
(iv) any attempt by Executive to assign or delegate this Agreement or
any of the rights, duties, responsibilities, privileges or obligations
hereunder without the prior written consent of Sands (except in respect of
any delegation by Executive of his employment duties hereunder to other
executives of Sands in accordance with its usual business practice);
(v) Executive's arrest or indictment for, or written confession of, a
felony or any crime involving moral turpitude under the laws of the United
States.
(vi) death of Executive;
(vii) declaration by a court that Executive is insane or incompetent
to manage his business affairs; or
(viii) the filing of any petition or other proceeding seeking to find
Executive bankrupt or insolvent.
(b) "Executive" means Ferenc B. Szony.
(c) "Good Reason" shall mean the occurrence within the term of this
agreement of any of the following events without the Executive's express written
consent: (i) the assignment to the Executive of duties inconsistent with his
position and status as an executive of the Sands, or a substantial alteration in
the nature, status or prestige of the Executive's responsibilities with the
Sands from those in effect immediately prior to such Change in Control; or (ii)
a reduction in the Executive's base salary or bonus opportunity as in effect
immediately prior to the occurrence of such Change in Control; or (iii) any
other material adverse change in the terms or conditions, including location and
travel, of the Executive's employment hereunder following the occurrence of such
Change in Control.
(d) "Sands" means The Sands Regent and its subsidiaries.
2 of 8
<PAGE> 3
(e) "Termination" means, according to the context, the termination of this
Agreement or the cessation of rendering employment services by Executive.
(f) "Total Disability" means Executive shall become disabled to an extent
which renders him unable to perform the essential functions of his job, with or
without reasonable accommodation, for a cumulative period of twelve (12) weeks
in any twelve (12) month period.
2. EMPLOYMENT.
(a) Commencing December 15, 1998, Sands hereby employs Executive and
Executive hereby accepts employment by Sands to serve as the President and Chief
Executive Officer of Sands. During his period of employment, executive also
agrees to serve in other executive capacities for Sands as may be determined by
the Board of Directors of Sands ("Board"). Executive shall perform services of
an executive nature consistent with his offices with Sands as may from time to
time be assigned or delegated to him by the Board. It is envisioned that these
duties will include inter alia management of the business of Sands.
(b) Executive will devote his full business time and attention to his
duties under this Agreement.
(c) Executive shall perform his duties under this Agreement principally in
or around Reno, Nevada. It is contemplated Executive will travel to carry out
his duties under this Agreement. Air travel and other travel arrangements will
comply with current Sands policies respecting class of travel, etc.
(d) Sands will provide Executive with medical and dental benefits, life
insurance and all other benefit programs as provided to other officers of Sands.
(e) Executive shall have four (4) weeks paid vacation during each year of
this Agreement taken at such times as mutually convenient to Executive and
Sands.
3 of 8
<PAGE> 4
3. TERM OF EMPLOYMENT.
(a) This Agreement and Executive's employment hereunder shall commence as
of December 15, 1998 and continue until the second anniversary of such date, and
shall be renewed annually at each December 15 anniversary date (commencing
December 15, 1999) for an additional one year period so that the term hereof at
each renewal date shall be a two year period, unless a party to this Agreement
gives notice at least ninety (90) days prior to such renewal date that this
Agreement shall not be renewed, in which case this Agreement shall terminate at
the end of the ensuing year.
(b) Notwithstanding Paragraph (a) above, this Agreement may be sooner
terminated by Sands for Cause, by Executive without consent of Sands, by Sands
without Cause, or by Sands in the event of the Total Disability of Executive.
This Agreement may also be sooner terminated by Executive following any Change
in Control which occurs prior to December 15, 2000 and if within twelve (12)
months following such Change in Control Executive has Good Reason for such
Termination; such Termination by Executive is herein called a
"Termination/Change in Control".
(c) On termination of this Agreement pursuant to Paragraph (a) above, or by
Sands for Cause, or by Executive without consent of Sands, all benefits and
compensation shall cease as of the date of such Termination. On termination of
this Agreement by Sands without Cause or in the event of a termination/change in
control, all benefits and compensation shall continue for the remaining term of
this agreement. In the event of Total Disability of Executive, all benefits and
compensation shall continue for twelve (12) months after such a Termination.
4. BUSINESS EXPENSE REIMBURSEMENT. Executive will be entitled to reimbursement
by Sands for the reasonable business expenses paid by him on behalf of Sands in
the course of his employment hereunder on presentation to Sands of appropriate
vouchers (accompanied by receipts or paid bills) setting forth information
sufficient to establish:
(i) the amount, date, and place of each such expense;
4 of 8
<PAGE> 5
(ii) the business reason for each such expense and the nature of the
business benefit derived or expected to be derived as a result thereof; and
(iii) the names, occupations, addresses, and other information
sufficient to establish the business relationship to Sands of any person
who was entertained by Executive.
5. COMPENSATION. Sands agrees to pay Executive, and Executive agrees to accept
from Sands, during the first year after December 15, 1998, for the services to
be rendered by him hereunder a minimum salary at the rate of $275,000 per annum
payable in arrears in monthly installments. Executive shall receive an annual
salary increase to a rate of $335,000 per annum at December 15, 1999 and
thereafter shall receive annual salary reviews by the Board provided that such
salary shall not be reduced below $335,000 per year. Executive shall also be
entitled to a signing bonus of $100,000 payable by Sands upon consummation of
this Agreement.
(a) Executive shall be considered for annual bonuses pursuant to the Sands
Bonus Policy at a position rate of 40% of annual salary.
(b) If Sands institutes a retirement, bonus or other benefit plan which
applies generally to executive officers of Sands, Executive shall be entitled to
participate therein, but not to the extent such benefits would be duplicative of
the benefits herein.
(c) All payments by Sands shall be subject to required withholdings
including taxes.
6. STOCK OPTIONS.
(a) As of the date of this Agreement, Sands hereby grants to Executive an
option to purchase one hundred thousand (100,000) shares of the common stock of
Sands at $0.8750 per share (representing the current market price as of December
15, 1998) subject to the terms and conditions of the Sands Stock Option Plan.
5 of 8
<PAGE> 6
(b) The Stock Options shall vest and become exercisable as to 50,000 shares
on December 15, 1999 and as to the remaining 50,000 shares on December 15, 2000.
(c) The number of shares subject to the Stock Options will be adjusted for
stock splits and reverse splits; provided that such number of shares shall not
be adjusted if Sands should otherwise change or modify its capitalization,
including but not limited to the issuance by Sands of new securities (including
options or convertible securities), ESOP's or other executive stock plans. It is
the intent of the parties that the stock subject to the Stock Options shall be
subject to dilution, except for stock splits and reverse splits.
(d) Executive shall have no right to sell, alienate, mortgage, pledge, gift
or otherwise transfer the Stock Options or any rights thereto, except by will or
by the laws of descent and distribution, and except as specifically contemplated
in the Plan. In any event, any transfer must comply with applicable state and
federal securities laws.
7. BENEFIT AND BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon Sands, their successors and assigns, including but not limited
to any corporation, person or other entity which may acquire all or
substantially all of the assets and business of Sands or any corporation with or
into which they may be consolidated or merged. Sands may assign their rights and
obligations to another present or future member of Sands. The rights and
obligations of Executive hereunder may not be delegated or assigned, except that
Executive may, without the prior consent of any member of Sands, assign to his
spouse, or to a family member, proceeds of payments resulting from his death or
a disability which, in either case, occurs after a termination of this
Agreement.
8. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
instrument.
6 of 8
<PAGE> 7
9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE CHOICE
OF LAW PRINCIPLES THEREOF.
10. ENTIRE AGREEMENT. This Agreement sets forth and is an integration of all of
the promises, agreements, conditions and understandings among the parties hereto
with respect to all matters contained or referred to herein, and all prior
promises, agreements, conditions, understandings, warranties or representations,
oral, written, express or implied, are hereby superseded and merged herein.
11. VALIDITY OF PROVISIONS. Should any provision(s) of this Agreement be void or
unenforceable in whole or in part, the remainder of this Agreement shall not in
any way be affected thereby, and such provision(s) shall be modified or amended
so as to provide for the accomplishment of the provision(s) and intentions of
this Agreement to the maximum extent possible.
12. MODIFICATIONS OR DISCHARGE. This Agreement shall not be deemed waived,
changed, modified, discharged or terminated in whole or in part, except as
expressly provided for herein or by written instrument signed by all parties
hereto.
13. NOTICES. Any notice which either party may wish to give to the other parties
hereunder shall be deemed to have been given when actually received by the party
to whom it is addressed. Notices hereunder may be sent by courier, mail,
telefax, telegram or telex, to the following addresses, or to such other
addresses as the parties may from time to time furnish to each other by like
notice:
7 of 8
<PAGE> 8
To: Sands
345 North Arlington avenue
Reno, Nevada 89501
U.S.A.
Attention: Pete Cladianos, Jr.
Telephone: (775) 348-2200
Telefax: (775) 348-6241
To: Executive:
Mr. Ferenc B. Szony
1772 Belford Road
Reno, Nevada 89509
Telephone: (775) 329-8997
Telefax: (775) 348-6241
14. NUMBER; GENDER. In this Agreement, the masculine shall include the feminine
and neuter and vice versa, and the singular shall include the plural and vice
versa, as the context may reasonably require or permit.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THE SANDS REGENT FERENC B. SZONY
By: /s/ DAVID R. WOOD By: /s/ FERENC B. SZONY
---------------------------- -----------------------------
Date: 2-25-99 Date: 2-25-99
-------------------------- --------------------------
8 of 8
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 7,200
<SECURITIES> 20
<RECEIVABLES> 988
<ALLOWANCES> 11
<INVENTORY> 471
<CURRENT-ASSETS> 9,873
<PP&E> 64,577
<DEPRECIATION> 31,271
<TOTAL-ASSETS> 45,409
<CURRENT-LIABILITIES> 14,373
<BONDS> 558
0
0
<COMMON> 345
<OTHER-SE> 29,407
<TOTAL-LIABILITY-AND-EQUITY> 45,409
<SALES> 5,562
<TOTAL-REVENUES> 34,718
<CGS> 4,870
<TOTAL-COSTS> 20,848
<OTHER-EXPENSES> 14,785
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,409
<INCOME-PRETAX> (2,082)
<INCOME-TAX> (602)
<INCOME-CONTINUING> (1,480)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,480)
<EPS-PRIMARY> (.33)
<EPS-DILUTED> (.33)
</TABLE>
