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Previous: EXAR CORP, SC 13G/A, 1999-02-05 |
Next: AMERICAN CENTURY TARGET MATURITIES TRUST, 497J, 1999-02-05 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549~
-------------
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1998
THE SANDS REGENT
--------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada
----------------------------
(State or other jurisdiction
of incorporation)
0-14050 88-0201135
------------------------ --------------------------------------
(Commission File Number) (I. R. S. Employer Identification No.)
345 North Arlington Avenue, Reno, Nevada 89501
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 348-2210
----------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2. Acquisition or Disposition of Assets.
On December 23, 1998, The Sands Regent (the "Company") closed the sale of
all the outstanding capital stock owned by the Company in Patrician, Inc.
(Patrician), Gulfside Casino, Inc. (GCI) and Artemis, Inc. (Artemis) to Terry W.
Green ("Green") and Joel R. Carter, Sr. ("Carter") pursuant to an Agreement
entered into on November 6, 1998. Such sale includes Gulfside Casino Partnership
d.b.a. Copa Casino which is a general partnership owned by Patrician, GCI and
Artemis. The sales price was $8.5 million payable to the Company in a down
payment of $500,000 and in monthly payments of $15,000 or 2% of gross gaming
revenue, which ever is greater. All payments are to be held in escrow as
security for certain representations and warranties by the Company. The Company
anticipates that it will not record a gain or loss on such sale until the
Company's net investment in the subsidiaries of approximately $2.6 million has
been recovered from cash payments. Thereafter, the Company will recognize future
cash payments as revenue.
In addition to the sale of the outstanding capital stock of the above
subsidiaries, various legal actions with Green and Carter have also been
dismissed with prejudice.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
Basis of Presentation
Pro forma consolidated balance sheet
Pro forma consolidated statement of operations for the
three months ended September 30, 1998
Pro forma consolidated statement of operations for the
year ended June 30, 1998
Notes to pro forma consolidated financial statements
(c) Exhibits.
10.1 Agreement, dated November 6, 1998, by and between
Terry W. Green, Joel R. Carter, Sr., Gulfside
Casino Partnership and The Sands Regent (Exhibit
10 (a) to the Company's Form 10-Q for the Quarter
ended September 30, 1998, which is incorporated by
reference herein)
99.1 Press Release dated December 28, 1998 (Exhibit
99.1 to the Company's Form 8-K for December 23,
1998, dated January 5, 1999, which is incorporated
by reference herein)
-2-
<PAGE> 3
SIGNATURE
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 hereunto duly authorized.
THE SANDS REGENT
By: /s/ David R. Wood
-------------------------------------------
David R. Wood, Executive Vice President,
Principal Accounting and Financial Officer
Dated: February 4, 1999
-3-
<PAGE> 4
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
THE SANDS REGENT
BASIS OF PRESENTATION
On December 23, 1998, The Sands Regent (the "Company") closed the sale of all
the outstanding capital stock owned by the Company in Patrician, Inc.
("Patrician"), Artemis, Inc. ("Artemis") and Gulfside Casino, Inc. ("GCI") to
Terry W. Green ("Green") and Joel R. Carter, Sr. ("Carter") pursuant to an
Agreement entered into on November 6, 1998. Such sale includes Gulfside Casino
Partnership which is a general partnership owned by Patrician, Artemis and GCI.
Gulfside Casino Partnership owns and operates the Copa Casino in Gulfport,
Mississippi. The sales price was $8.5 million payable to the Company in a down
payment of $500,000 and in monthly payments of $15,000 or 2% of gross gaming
revenue, whichever is greater. All payments are to be held in escrow as security
for certain representations and warranties by the Company.
The following pro forma consolidated balance sheet as of September 30, 1998,
gives pro forma effect to the sale as if such transaction had been completed on
September 30, 1998. The pro forma consolidated statements of operations for the
three months ended September 30, 1998 and for the year ended June 30, 1998 give
the pro forma effect to the sale as if the transaction had been completed on
July 1, 1998 and July 1, 1997, respectively.
The pro forma consolidated financial statements do not purport to represent what
the Company's financial position and results of operations were at September 30,
1998 and for the three months and year ended September 30, 1998 and June 30,
1998 had the described transaction in fact occurred at September 30, 1998, July
1, 1998 or July 1, 1997 or to project the Company's financial position or
operating results for any future period.
The pro forma adjustments are described in the notes hereto and are based upon
available information and certain assumptions that the Company believes are
reasonable under the circumstances.
-4-
<PAGE> 5
THE SANDS REGENT
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 1998 (unaudited)
<TABLE>
<CAPTION>
Historical, Pro Forma Pro-Forma
(Dollars in thousands) As Reported Adjustments Results
----------- ----------- ----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,280 $ (3,201)(a) $ 7,079
Short-term investments 250 (230)(a) 20
Accounts receivable 545 422 (a) 967
500 (b)
Inventories 601 (78)(a) 523
Federal income tax refund receivable 930 -- 930
Prepaid expenses and other assets 1,495 (649)(a) 846
------------------------- --------
Total current assets 14,101 (3,236) 10,365
------------------------- --------
PROPERTY AND EQUIPMENT:
Land 8,093 -- 8,093
Buildings and improvements 46,227 (9,087)(a) 37,140
Equipment, furniture and fixtures 25,867 (7,009)(a) 18,858
Construction in progress 344 (29)(a) 315
------------------------- --------
80,531 (16,125) 64,406
Less accumulated depreciation and amortization 35,549 (5,480)(a) 30,069
------------------------- --------
Property and equipment, net 44,982 (10,645) 34,337
------------------------- --------
OTHER ASSETS:
Deferred federal income tax asset 331 (331)(a) --
Other receivable, net -- 2,540 (a) 2,040
(500)(b)
Other 295 (82)(a) 213
------------------------- --------
Total other assets 626 1,627 2,253
------------------------- --------
Total assets $ 59,709 $(12,254) $ 46,955
========================= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,296 $ (1,545)(a) $ 1,751
Accrued salaries, wares and benefits 1,582 (492)(a) 1,090
Other accrued expenses 2,299 (1,911)(a) 388
Deferred federal income tax liability 346 (143)(a) 203
Current maturities of long-term debt 10,149 (9,669)(a) 480
------------------------- --------
Total current liabilities 17,672 (13,760) 3,912
------------------------- --------
LONG-TERM DEBT 11,285 -- 11,285
------------------------- --------
DEFERRED FEDERAL INCOME TAX LIABILITY -- 1,006 (a) 1,006
------------------------- --------
Total liabilities 28,957 (12,754) 16,203
------------------------- --------
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 39,688 -- 39,688
------------------------- --------
53,107 -- 53,107
Treasury stock, at cost: 2,400,000 shares (22,355) -- (22,355)
------------------------- --------
Total stockholders' equity 30,752 -- 30,752
------------------------- --------
Total liabilities and stockholders' equity $ 59,709 $(12,754) $ 46,955
========================= ========
</TABLE>
See accompanying notes to pro forma consolidated financial statements.
-5-
<PAGE> 6
THE SANDS REGENT
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended September 30, 1998 (unaudited)
<TABLE>
<CAPTION>
Historical, Pro Forma Pro-Forma
(Dollars in thousands, except per share data) As Reported Adjustments Results
------------ ----------- ------------
<S> <C> <C> <C>
Operating revenue:
Gaming $ 9,545 $ (5,365)(c) $ 4,180
Lodging 2,772 -- 2,772
Food and beverage 2,106 (445)(c) 1,661
Other 385 (53)(c) 332
----------- ----------- -----------
14,808 (5,863) 8,945
Less complimentary lodging, food
and beverage included above 666 (225)(c) 441
----------- ----------- -----------
14,142 (5,638) 8,504
----------- ----------- -----------
Operating costs and expenses:
Gaming 5,176 (2,778)(c) 2,398
Lodging 1,181 -- 1,181
Food and beverage 1,891 (330)(c) 1,561
Other 149 (12)(c) 137
Maintenance and utilities 1,761 (867)(c) 894
General and administrative 3,260 (1,683)(c) 1,577
Depreciation and amortization 1,028 (311)(c) 717
----------- ----------- -----------
14,446 (5,981) 8,465
----------- ----------- -----------
Income (loss) from operations (304) 343 39
----------- ----------- -----------
Other income (deductions):
Interest and other income 103 (29)(c) 74
Interest and other expense (527) 176 (c) (351)
----------- ----------- -----------
(424) 147 (277)
----------- ----------- -----------
Loss before income taxes (728) 490 (238)
Income tax benefit $ 245 $ (166)(c) $ 79
----------- ----------- -----------
Net loss (483) 324 (159)
=========== =========== ===========
Net loss per share, Basic and Diluted $ (0.11) $ 0.07 $ (0.04)
=========== =========== ===========
Weighted average shares outstanding 4,498,722 4,498,722 4,498,722
=========== =========== ===========
</TABLE>
See accompanying notes to pro forma consolidated financial statements.
-6-
<PAGE> 7
THE SANDS REGENT
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended June 30, 1998 (unaudited)
<TABLE>
<CAPTION>
Historical, Pro Forma Pro-Forma
(Dollars in thousands, except per share data) As Reported Adjustments Results
----------- ------------- ------------
<S> <C> <C> <C>
Operating revenue:
Gaming $ 42,971 $ (22,950)(c) $ 20,021
Lodging 8,878 -- 8,878
Food and beverage 8,548 (2,044)(c) 6,504
Other 1,687 (275)(c) 1,412
----------- ----------- -----------
62,084 (25,269) 36,815
Less complimentary lodging, food
and beverage included above 2,873 (898)(c) 1,975
----------- ----------- -----------
59,211 (24,371) 34,840
----------- ----------- -----------
Operating costs and expenses:
Gaming 22,001 (11,443)(c) 10,558
Lodging 4,851 -- 4,851
Food and beverage 7,554 (1,705)(c) 5,849
Other 635 (74)(c) 561
Maintenance and utilities 5,907 (2,350)(c) 3,557
General and administrative 13,977 (7,641)(c) 6,336
Depreciation and amortization 4,053 (1,174)(c) 2,879
----------- ----------- -----------
58,978 (24,387) 34,591
----------- ----------- -----------
Income (loss) from operations 233 16 249
----------- ----------- -----------
Other income (deductions):
Interest and other income 346 (61)(c) 285
Interest and other expense (2,433) 818 (c) (1,615)
----------- ----------- -----------
(2,087) 757 (1,330)
----------- ----------- -----------
Loss before income taxes (1,854) 773 (1,081)
Income tax benefit 635 (278)(c) 357
----------- ----------- -----------
Net loss $ (1,219) $ 495 $ (724)
=========== =========== ===========
Net loss per share, Basic and Diluted $ (0.27) $ 0.11 $ (0.16)
=========== =========== ===========
Weighted average shares outstanding 4,498,722 4,498,722 4,498,722
=========== =========== ===========
</TABLE>
See accompanying notes to pro forma consolidated financial statements.
-7-
<PAGE> 8
THE SANDS REGENT
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(a) To record the sale of Patrician, Artemis and GCI which reflects the
elimination of all assets and liabilities related to Patrician,
Artemis, GCI and Gulfside Casino Partnership d.b.a. Copa Casino. A
non-current deferred federal income tax liability of $1.0 million is
added as a result of the elimination of a non-current deferred tax
asset of $1.3 million which first eliminated the consolidated
non-current deferred tax asset of $300,000.
(b) To record the $500,000 down payment upon the consummation of the
sale, held in escrow.
(c) To record the pro forma effect on operations and net income per
share of the sale of Patrician, Artemis and GCI, and Gulfside Casino
Partnership, as if the sale had occurred at the beginning of the
period presented.
-8-
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