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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from:
Commission file number: 0-14050
THE SANDS REGENT
(Exact name of registrant as specified in its charter)
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Nevada 88-0201135
(State or other jurisdiction (I.R.S. Employer
of 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: (775) 348-2200
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.05 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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 [ ]
The aggregate market value of the Registrant's $.05 par value Common Stock
held by non-affiliates of the Registrant on September 22, 1999 was $3,015,313.
The aggregate market value is computed with reference to the average price per
share on such date.
Registrant's Common Stock outstanding at September 22, 1999 was 4,495,722
shares.
Portions of Registrant's 1999 Annual Report to the Shareholders are
incorporated into Part II as set forth herein. Portions of Registrant's
definitive Proxy Statement for its November 1, 1999 Annual Meeting of
Shareholders are incorporated into Part III as set forth herein.
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PART I
ITEM 1. BUSINESS
GENERAL
THE COMPANY
The Company, through a wholly-owned subsidiary, Zante, Inc. ("Zante"), owns
and operates the Sands Regency casino/hotel in downtown Reno, Nevada. In
December 1998, the Company sold the three wholly-owned subsidiaries, Patrician,
Inc., Gulfside Casino, Inc. and Artemis, Inc., including the 100% owned Gulfside
Casino Partnership, which owned and operated the Copa Casino, in Gulfport,
Mississippi. Prior to the sale, the Company held a 100% interest in these three
subsidiaries, and the Copa Casino, since February 1994. From September 1993,
when gaming operations commenced, to February 1994, the Company held a 40%
interest in the Copa Casino.
The Sands Regency casino/hotel has approximately 27,000 square feet of
gaming space and 836 hotel rooms, including 29 suites of various sizes. The
complex also includes three restaurants, a coffee house/deli-style restaurant, a
"Pizza Hut", and an "Arby's" restaurant operated by a third party. The
facilities also include an entertainment show room, three cocktail lounges, a
gift shop, a beauty/barber shop operated by a third party, a video arcade, a
health club, a swimming pool and almost 12,000 square feet of convention and
meeting space which can seat up to 950 people. The Company maintains multiple
parking areas on its main casino/hotel property and adjacent to it, including a
parking garage, with a total combined capacity for approximately 1,000 vehicles.
Although the Company offers, on a very limited basis, complimentary hotel
accommodations to select customers, no group arrangements known as "junkets" are
conducted.
The average room occupancy for fiscal 1999 was 76.4% compared to 83.3% for
fiscal 1998. The hotel's average room rate for the current fiscal year was
approximately $34.00 as compared to $31.00 in the prior fiscal year. In early
April 1999, the Company discontinued the use of 102 older motel rooms which were
subsequently razed, leaving 836 tower hotel rooms available for use.
As of September 20, 1999, the casino offered 20 table games, including 14
blackjack tables, 1 craps table, and 2 roulette tables, 1 let it ride table, 1
three-card poker table and 1 pai gow poker table; 2 keno games and approximately
685 slot machines. In connection with the supervision of its gaming activities,
the Company's policies include stringent controls, cross-checks and recording of
all receipts and disbursements.
The Company's Reno, Nevada operations are conducted 24 hours a day, every
day of the year. The primary source of revenues and income to the Company is its
gaming activities, although the hotel, bars, shops, restaurants and other
services are an important adjunct to the gaming activities. The Company's
operating and marketing philosophy emphasizes high volume business, offering
large, attractive hotel rooms at reasonable prices to travel group wholesalers,
primarily from Western Canada, the Pacific Northwest and Northern California.
Gaming accounted for approximately 52% of the Company's revenues from continuing
operations in Reno in fiscal 1999 and approximately 73% of the gaming revenues
were generated by slot machines. The Company generally does not extend credit to
its gaming customers.
The Company has concentrated its resources on renovating and improving its
existing Reno facilities and services. Future expansion plans will be considered
based upon future market conditions and the need to add hotel rooms and other
major facilities.
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MARKETING
Traditionally, the central component of the Company's marketing philosophy
has been to utilize travel wholesalers to attract group and air wholesale
business to the casino/hotel. This philosophy is based on offering attractive,
well-furnished, large hotel accommodations and quality food and beverages at
prices slightly lower than those of most major casino/hotels in Reno. Because of
the significant increase in the number of Reno area hotel rooms in the last
several years and increased competition from other gaming venues, competition
for wholesale business has intensified. This has resulted in the Sands Regency
developing other areas for revenue generating opportunities.
The Sands Regency has developed a more comprehensive casino marketing
program with an emphasis on guest retention, data base marketing and an increase
in advertising awareness. In addition, programs are being developed to attract
business segments that had previously been largely untapped, such as Reno area
residents and residents from Northern California, particularly the Sacramento
metropolitan area.
The Company's player tracking system is instrumental in the data base
marketing efforts and in guest recognition. This system allows the casino
marketing efforts to more effectively identify good customers and develop
special events, programs and activities that appeal to them. An aggressive
promotion and player events schedule has also been implemented to allow the
Sands Regency to retain guests for longer periods of time and generate
incremental visits.
The Company will also continue to use a flexible approach to pricing its
rooms which is designed to maximize occupancy levels. Hotel rooms are offered at
discount prices to travel wholesalers for block sales of rooms used in travel
packages. This is particularly important to the Company because of the impact of
hotel occupancy on the level of gaming activity. The Company has historically
been particularly dependent upon group business from November through February
because of the seasonal decline in other sources of business. During these
months, a substantial amount of the Sands Regency's hotel capacity is normally
prebooked 30 to 180 days in advance on a cancellable basis.
Significant group and air wholesale market areas continue to include
Western Canada, the Pacific Northwest and Northern California. The Company
continues to expand its marketing areas by adding additional air wholesalers and
has been successful in obtaining wholesale business in Central Canada, the
Midwest, Southwest and Southern California.
The Sands Regency is the lead casino/hotel in the Reno area for several
major travel wholesalers who serve major cities in the West, Midwest and
Southwest United States and in Western and Central Canada. Group and air
wholesale business accounted for approximately 55% of the hotel's occupancy in
fiscal 1999 compared to 61% in fiscal 1998.
In addition to the group and air wholesale business, the Company
aggressively packages and markets group and military reunion business which
require 300 rooms or less. Other travel package arrangements are also promoted
which are geared toward individual travelers.
The Sands Regency will continue to rely on advertising by travel
wholesalers in their markets. In both the local market and selected feeder
markets, such as Northern California, the Sands Regency has increased
advertising efforts including radio, billboard, print and local television.
During periods of time when wholesale business operates at reduced levels, the
Company will also continue to utilize print advertising in its other major
market areas, with an emphasis on room rates, to attract individual customers.
These efforts will continue into the future as the Sands Regency strives to
strengthen its position in the Reno market.
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COMPETITION
The Company competes in the greater Reno area with approximately sixteen
major casinos and casino/hotels, some of which are larger than the Sands
Regency. In addition, there are numerous other smaller casinos in the greater
Reno area. The Company competes for its customers based upon gaming activities,
room rates, room size and quality of rooms, food, beverages and location.
Competitors of the Company have received governmental approval to construct an
additional 3,900 hotel rooms, none of which are presently under construction.
Such governmental approval does not provide assurance that all of these rooms
will be built. If construction is completed on all hotel rooms presently under
construction or approved for construction, the hotel room capacity in the
greater Reno area will increase by approximately an additional 23%. In the event
all approved hotel rooms are built, and depending on the time frames during
which they are completed, management of the Company believes that this added
capacity may have an adverse effect on operations of the Company.
The Company's Reno operations compete, to a lesser extent, with gaming
operations in other parts of the state of Nevada, such as Laughlin, Las Vegas
and Lake Tahoe. California currently sponsors a state lottery and allows other
non-casino style gaming, including parimutuel wagering, card parlors, bingo and
off-track betting. There is also casino style gaming on various Native American
lands in California. The Company believes that such non-casino style gaming does
not have a significant impact on the Company's operations. The Company believes,
however, that Native American gaming in California does have somewhat of an
impact on the Company's gaming operation and that the general legalization of
casino-style gaming in California could have a material impact on the Company's
operations.
To a significantly lesser extent, the Company competes with gaming
facilities in New Jersey, Colorado, South Dakota, Illinois, Iowa and other parts
of the world. The Company also competes with various gaming operations on Native
American land, including those located in California, Arizona, Oregon,
Washington, Connecticut, Michigan, Minnesota and Wisconsin. Indian casino gaming
has become a growing sector of the gaming industry as a result of the Indian
Gaming Regulatory Act of 1988, which generally permits unrestricted gaming on
Indian land in any state that allows similar forms of gaming, whether or not
restricted. Other states may legalize various forms of gaming that may compete
with the Company. In any jurisdiction where the Company may commence operations,
it will face competition for desirable sites and qualified personnel.
EMPLOYEES
At June 30, 1999, the Company employed 755 people at the Sands Regency in
Reno, Nevada, including 85 salaried employees and 670 hourly employees. None of
the Company's employees is represented by a union. The Company has not
experienced any work stoppages or other significant labor problems and
management considers its labor relations to be good.
REGULATION AND LICENSING-GAMING
The ownership and operation of casino gaming facilities in Nevada are
subject to (i) The Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, "Nevada Act"); and (ii) various local regulation. The
Company's gaming operations are subject to the licensing and regulatory control
of the Nevada Gaming Commission ("Nevada Commission"), the Nevada State Gaming
Control Board ("Nevada Board") and the City of Reno, (together, the "Nevada
Gaming Authorities").
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The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) to provide a source of state and local revenues
through taxation and licensing fees. Change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.
Zante operates the Sands Regency casino/hotel and is required to be
licensed by the Nevada Gaming Authorities. The gaming license requires a
periodic payment of fees and taxes and is not transferable. The Company is
registered by the Nevada Commission as a publicly traded corporation
("Registered Corporation") and as such, it is required periodically to submit
detailed financial and operating reports to the Nevada Commission and furnish
any other information which the Nevada Commission may require. No person may
become a stockholder of, or receive any percentage of profits from Zante without
first obtaining licenses and approvals from the Nevada Gaming Authorities. The
Company and Zante have obtained from the Nevada Gaming Authorities the various
registrations, approvals, permits and licenses required in order to engage in
gaming activities in Nevada.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or Zante in
order to determine whether such individual is suitable or should be licensed as
a business associate of a gaming licensee. Officers, directors and certain key
employees of Zante must file applications with the Nevada Gaming Authorities and
may be required to be licensed or found suitable by the Nevada Gaming
Authorities. Officers, directors and key employees of the Company who are
actively and directly involved in gaming activities of Zante may be required to
be licensed or found suitable by the Nevada Gaming Authorities. The Nevada
Gaming Authorities may deny an application for licensing for any cause which
they deem reasonable. A finding of suitability is comparable to licensing, and
both require submission of detailed personal and financial information followed
by a thorough investigation. The applicant for licensing or a finding of
suitability must pay all the costs of the investigation. Changes in licensed
positions must be reported to the Nevada Gaming Authorities and in addition to
their authority to deny an application for a finding of suitability or
licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or Zante, the companies involved would have to
sever all relationships with such person. In addition, the Nevada Commission may
require the Company or Zante to terminate the employment of any person who
refuses to file appropriate applications. Determinations of suitability or of
questions pertaining to licensing are not subject to judicial review in Nevada.
The Company and Zante are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by Zante must be
reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by Zante, the gaming
licenses it holds could be limited, conditioned, suspended or revoked, subject
to compliance with certain statutory and regulatory procedures. In addition,
Zante, the Company, and the persons involved could be subject to substantial
fines for each separate violation of the Nevada Act at the direction of the
Nevada Commission. Further, a supervisor
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could be appointed by the Nevada Commission to operate the Company's gaming
properties and, under certain circumstances, earnings generated during the
supervisor's appointment (except for the reasonable rental value of the
Company's gaming properties) could be forfeited to the State of Nevada.
Limitation, conditioning or suspension of any gaming license or the appointment
of a supervisor could (and revocation of any gaming license would) materially
adversely affect the Company's gaming operations.
Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be investigated,
and have his suitability as a beneficial holder of the Company's voting
securities determined if the Nevada Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared policies of the
State of Nevada. The applicant must pay all costs of investigation incurred by
the Nevada Gaming Authorities in conducting any such investigation.
The Nevada Act requires any person who acquires more than 5% of the
Company's voting securities to report the acquisition to the Nevada Commission.
The Nevada Act requires that beneficial owners of more than 10% of the Company's
voting securities apply to the Nevada Commission for a finding of suitability
within thirty days after the Chairman of the Nevada Board mails the written
notice requiring such filing. Under certain circumstances, an "institutional
investor," as defined in the Nevada Act, which acquires more than 10%, but not
more than 15%, of the Company's voting securities may apply to the Nevada
Commission for a waiver of such finding of suitability if such institutional
investor holds the voting securities for investment purposes only. An
institutional investor shall not be deemed to hold voting securities for
investment purposes unless the voting securities were acquired and are held in
the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of the directors of the Company, any change in the
Company's corporate charter, bylaws, management, policies or operations of the
Company, or any of its gaming affiliates, or any other action which the Nevada
Commission finds to be inconsistent with holding the Company's voting securities
for investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include: (i) voting
on all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in its management, policies or
operations; and (iii) such other activities as the Nevada Commission may
determine to be consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation, partnership or
trust, it must submit detailed business and financial information including a
list of beneficial owners. The applicant is required to pay all costs of
investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada Commission
or the Chairman of the Nevada Board, may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock of a
Registered Corporation beyond such period of time as may be prescribed by the
Nevada Commission may be guilty of a criminal offense. The Company is subject to
disciplinary action if, after it receives notice that a person is unsuitable to
be a stockholder or to have any other relationship with the Company or Zante,
the Company (i) pays that person any dividend or interest upon voting securities
of the Company, (ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person, (iii) pays
remuneration in any form to that person for services rendered or otherwise, or
(iv) fails to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities for cash at fair market value.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation to file applications, be investigated
and be found suitable to own the debt security of a Registered Corporation. If
the Nevada Commission determines that a person is unsuitable to own such
security, then
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pursuant to the Nevada Act, the Registered Corporation can be sanctioned,
including the loss of its approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend, interest, or any
distribution whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the unsuitable person
remuneration in any form; or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation or similar
transaction.
The Company is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any securities
are held in trust by an agent or by a nominee, the record holder may be required
to disclose the identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds for finding the
record holder unsuitable. The Company is also required to render maximum
assistance in determining the identity of the beneficial owner. The Nevada
Commission has the power to require the Company's stock certificates to bear a
legend indicating that the securities are subject to the Nevada Act. The
Company's stock certificates do bear such a legend.
The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or the proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. Such approval, if given, does not constitute a finding, recommendation
or approval by the Nevada Commission or the Nevada Board as to the accuracy or
adequacy of the prospectus or the investment merits of the securities. Any
representation to the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he obtains control, may not occur without the prior approval
of the Nevada Commission. Entities seeking to acquire control of a Registered
Corporation must satisfy the Nevada Board and Nevada Commission in a variety of
stringent standards prior to assuming control of such Registered Corporation.
The Nevada Commission may also require controlling stockholders, officers,
directors and other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as part
of the approval process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Company's
Board of Directors in response to a tender offer made directly to the Registered
Corporation's stockholders for the purposes of acquiring control of the
Registered Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where entertainment is
furnished in connection with the selling of food or
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refreshments. Nevada licensees that hold a license as an operator of a slot
route, or a manufacturer's or distributor's license, also pay certain fees and
taxes to the State of Nevada.
Any person who is licensed, required to be licensed, required to be
registered, or is under common control with such persons (collectively,
"Licensees"), and who has become involved in a gaming venture outside of Nevada
is required to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation of
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease in the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if it knowingly violates any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fails to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations, engages in activities that
are harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employs a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal unsuitability.
REGULATION AND LICENSING - ALCOHOLIC BEVERAGES
The sale of alcoholic beverages by the Company is subject to supervision,
control and regulation by the City of Reno, which issues licenses deemed to be
nontransferable, revocable privileges, and which has full power to limit,
condition, suspend or revoke such licenses. The Company is presently licensed to
sell alcoholic beverages. Any adverse regulatory act with respect to this
license could have an adverse effect upon the operations of the Company.
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ITEM 2. PROPERTIES
The Company operates the casino and hotel towers at the Sands Regency on a
Company-owned 6.3 acre site in downtown Reno. The casino/hotel site also
includes a large outdoor swimming pool, pool house and other buildings and
facilities. Garage and surface parking are provided at the casino/hotel site and
also on a 2.7 acre site located adjacent to the casino/hotel site. In addition,
the Company's personnel office is located one-half block from the casino/hotel
site on a Company-owned .5 acre lot. Management considers the Company's facility
to be in good condition and well-maintained.
In addition to the main casino/hotel facility, the Company owns a smaller
property in Reno consisting of an area of approximately .2 acres.
The Company's Reno casino/hotel property is subject to aggregate
encumbrances of approximately $10.5 million as of June 30, 1999.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal actions, proceedings and pending
claims arising in the normal course of its business. Management does not expect
the outcome of these claims or suits to have a material adverse effect on the
Company's financial position or results of future operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of security holders in the
fourth quarter of fiscal 1999.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
Trading under the symbol "SNDS", the Common Stock of the Company has been
listed on the Nasdaq SmallCap Market since January 6,1999. Prior to such date,
the Company was traded on the Nasdaq National Market. The following table sets
forth the range of high and low closing sales prices as reported by Nasdaq.
FOR THE YEARS ENDED JUNE 30,
HIGH LOW
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1998
First Quarter............................................ $3.00 $ 1.94
Second Quarter........................................... 2.50 1.63
Third Quarter............................................ 2.63 1.56
Fourth Quarter........................................... 2.64 1.63
1999
First Quarter............................................ $2.00 $ .75
Second Quarter........................................... 1.50 .75
Third Quarter............................................ 1.44 .88
Fourth Quarter........................................... 2.56 .94
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The Shareholders approved a one-for-two reverse stock split at a Special
Meeting of Shareholders on March 2, 1999. The purpose for the reverse split was
to increase the market price per share so as to aid the Company in remaining
eligible for continued listing on the Nasdaq SmallCap Market. Management of the
Company has neither effectuated, nor does it presently intend to effectuate, the
reverse split because the trading price of the Company's Common Stock presently
exceeds the minimum eligibility requirements.
The declaration and payment of dividends in the future, if any, will be
determined by the Board of Directors in light of the conditions then existing,
including the Company's earnings, financial condition, capital requirements and
other factors.
As of September 22, 1999, the Company had 148 shareholders of record and in
excess of 400 beneficial shareholders.
ITEM 6. SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under
the caption "The Sands Regent - Selected Financial Data" in the Company's 1999
Annual Report, filed as Exhibit 13 to this Form 10-K.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
There is hereby incorporated by reference the information appearing under
the caption "The Sands Regent - Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's 1999 Annual
Report, filed as Exhibit 13 to this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is hereby incorporated by reference the Consolidated Financial
Statements and the Notes to the Consolidated Financial Statements in the
Company's 1999 Annual Report, filed as Exhibit 13 to this Form 10-K. Reference
is made to the Consolidated Financial Statements and the Notes to Consolidated
Financial Statements in Item 14(a)(1) hereof.
With the exception of the aforementioned information and the information in
Items 6 and 7, the Company's 1999 Annual Report is not deemed filed as part of
this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information appearing under
the caption "Directors and Executive Officers" in the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on November 1, 1999,
filed or to be filed with the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information appearing under
the caption "Compensation of Executive Officers" in the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held on November 1,
1999, filed or to be filed with the Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information appearing under
the captions "Principal Shareholders" and "Directors and Executive Officers" in
the Company's definitive Proxy Statement for the Annual Meeting of Shareholders
to be held on November 1, 1999, filed or to be filed with the Securities and
Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information appearing under
the caption "Certain Relationships and Related Transactions" in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
November 1, 1999, filed or to be filed with the Securities and Exchange
Commission.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS.
Included in Part II of this Report:
Independent Auditors' Report
Consolidated Balance Sheets -- June 30, 1999 and 1998
Consolidated Statements of Operations -- Years Ended June 30,
1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity -- Years Ended
June 30, 1999, 1998 and 1997
Consolidated Statements of Cash Flows -- Years Ended June 30,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
(a)(2) FINANCIAL STATEMENT SCHEDULES.
Included in Part IV of this Report:
As of and for the Years Ended June 30, 1999, 1998 and 1997:
Independent Auditors' Report on Schedules
Schedule II -- Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
12
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(a)(3) EXHIBITS
3(a)(i) Restated Articles of Incorporation of the Company (Exhibit
3(a) to the Company's Registration Statement (Registration
No. 2-93453) on Form S-1).*
3(a)(ii) Certificate of Amendment to the Restated Articles of
Incorporation of the Company, dated November 2, 1987
(Exhibit 4(a) to the Company's Form 10-Q for the quarter
ended December 31, 1987).*
3(b)(i) Amended and Restated Bylaws of the Company, as amended
April 29, 1985, and currently in effect (Exhibit 3(b) to
the Company's Form 10-K for the fiscal year ended June 30,
1985).*
3(b)(ii) Resolution of Amendment to the Bylaws of the Company,
dated November 2, 1987 (Exhibit 4(b) to the Company's Form
10-Q for the quarter ended December 31, 1987).*
3(b)(iii) Certificate of Amendment of the Amended and Restated Code
of Bylaws, as Amended, of The Sands Regent, dated January
10, 1996 (Exhibit 3(b)(iii) to the Company's Form 10-K for
the fiscal year ended June 30, 1996).*
4(a) Amended Trust Agreement, dated February 22, 1987, among
Antonia Cladianos II as trustor and beneficiary and Pete
Cladianos, Jr. as trustee (Exhibit 4(a) to the Company's
Form 10-K for the fiscal year ended June 30, 1987).*
4(b) Amended Trust Agreement, dated February 19, 1987, among
Pete Cladianos III as trustor and beneficiary and Pete
Cladianos, Jr. as trustee (Exhibit 4(b) to the Company's
Form 10-K for the fiscal year ended June 30, 1987).*
10(a) Amended and Restated Stock Option Plan for Executive and
Key Employees of the Sands Regent and Forms of Stock
Option Agreements (Exhibit 4(a) to the Company's
Registration
Statement (Registration No. 33-59574) on Form S-8).*
10(b) Amendment to the Amended and Restated Stock Option Plan
for Executive and Key Employees of The Sands Regent, dated
November 4, 1997 (Exhibit 10(a) to the Company's Form 10-Q
for the quarter ended December 31, 1997).*
10(c) Amendment to the Amended and Restated Stock Option Plan
for Executive and Key Employees of The Sands Regent, dated
December 12, 1997 (Exhibit 10(b) to the Company's Form
10-Q for the quarter ended December 31, 1997).*
10(d) Third Amendment to the Amended and Restated Stock Option
Plan for Executive and Key Employees of The Sands Regent,
dated November 2, 1998 (Exhibit 10(a) to the Company's
Form 10-Q for the quarter ended December 31, 1998).*
10(e) Non-Qualified Stock Option Agreement, dated May 11, 1998,
by and between Louis J. Phillips and The Sands Regent.
(Exhibit 10(d) to the Company's Form 10-K for the fiscal
year ended June 30, 1998).*
10(f) Deferred Compensation Plan for Directors of the Company
(Exhibit 10(e) to the Company's Registration Statement
(Registration No. 2-93453) on Form S-1).*
13
15
10(g) Form of Indemnity Agreement for Directors and Officers of
the Company (Exhibit 10(f) to the Company's Form 10-K for
the fiscal year ended June 30, 1988).*
10(h) Amended and Restated Loan Agreement, dated January 31,
1998, by and between Wells Fargo Bank, National
Association, The Sumitomo Bank, Limited and Zante, Inc.;
and the related Amended and Restated Term Promissory Note;
Amended and Restated Guaranty of Loan (by The Sands
Regent); First Amendment to Deed of Trust, Fixture Filing
and Security Agreement with Assignment of Rents (on the
casino/hotel properties); Deed of Trust, Fixture Filing
and Security Agreement with Assignment of Rents (on
non-casino/hotel properties); and Pledge and Assignment
(Exhibit 10(g) to the Company's Form 10-K for the fiscal
year ended June 30, 1998).*
10(i) International Swap Dealers Association, Inc. Master
Agreement for interest rate swap, dated March 23,1994, by
and between First Interstate Bank of Nevada N.A. and
Zante, Inc., and the related Guarantee by The Sands Regent
and Letter Agreement of Confirmation (Exhibit 10(f) to the
Company's Form 10-K for the fiscal year ended June 30,
1994).*
10(j) General Partnership Agreement, effective as of December
31, 1992, between Gulfside Casino, Inc. and Patrician,
Inc. (a wholly-owned subsidiary of the Sands Regent)
(Exhibit 10(a) to the Company's Form 10-Q for the Quarter
ended March 31, 1993).*
10(k) First Amendment to Gulfside Casino, a Mississippi General
Partnership, General Partnership Agreement, dated April
15, 1994, between Gulfside Casino, Inc. and Patrician,
Inc. (both wholly owned subsidiaries of The Sands Regent)
(Exhibit 10(a) to the Company's Form 10-Q for the Quarter
ended March 31, 1994).*
10(l) Second Amendment to Gulfside Casino, a Mississippi General
Partnership, General Partnership Agreement, dated December
9, 1994, between Gulfside Casino, Inc. and Patrician,
Inc., (both wholly-owned subsidiaries of The Sands
Regent)(Exhibit 10(a) to the Company's Form 10-Q for the
Quarter ended December 31, 1994).*
10(m) Settlement Agreement dated November 2, 1984, by and
between Hughes Properties, Inc., and Zante, Inc. (Exhibit
10(u) to the Company's Registration Statement
(Registration No. 2-93453) on Form S-1).*
10(n) 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).*
10(o) First Amendment to Agreement, dated December 23, 1998, by
and between Terry W. Green, Joel R. Carter, Sr., Gulfside
Casino Partnership and The Sands Regent; and the related
Promissory Note and Royalty Agreement. **
10(p) Franchise Agreement dated October 9, 1986 and as amended
on October 9, 1986, by and between Roma Corporation and
Zante, Inc. (Exhibit 10(r) to the Company's Form 10-K for
the fiscal year ended June 30, 1987).*
10(q) Agreement, dated as of January 2, 1995, between David R.
Wood and The Sands Regent (Exhibit 10(n) to the Company's
Form 10-K for the fiscal year ended June 30, 1995).*
14
16
10(r) Employment Agreement, dated December 15, 1998, by and
between Ferenc B. Szony (as President and Chief Executive
Officer) and The Sands Regent (Exhibit 10(a) to the
Company's Form 10-Q for the quarter ended March 31,
1999).*
10(s) Employment Agreement, dated January 29, 1998, by and
between Patrick Bassney (as Vice President and General
Manager) and the Sands Regency (Zante, Inc.). **
10(t) Lease Agreement by and between the Mississippi Department
of Economic and Community Development and the Mississippi
State Port Authority at Gulfport and Gulfside Casino,
Inc., dated August 20, 1992 (Exhibit 10(o) to the
Company's Form 10-K for the fiscal year ended June 30,
1996).*
10(u) Amendment to Lease and Approval of Stock Purchase by and
between the Mississippi Department of Economic and
Community Development and the Mississippi State Port
Authority at Gulfport and Gulfside Casino, Inc., dated
October 28, 1992 (Exhibit 10(p) to the Company's Form 10-K
for the fiscal year ended June 30, 1996).*
10(v) Second Lease Amendment by and between the Mississippi
Department of Economic and Community Development and the
Mississippi State Port Authority at Gulfport and Gulfside
Casino, Inc., Lessee, and Gulfside Casino Partnership,
Substitute Lessee, dated May 12, 1993 (Exhibit 10(q) to
the Company's Form 10-K for the fiscal year ended June 30,
1996).*
10(w) Third Lease Amendment by and between the Mississippi
Department of Economic and Community Development and the
Mississippi State Port Authority at Gulfport and Gulfside
Casino Partnership, dated June 21, 1994 (Exhibit 10(r) to
the Company's Form 10-K for the fiscal year ended June 30,
1996).*
13 1999 Annual Report to Shareholders.**
21 Subsidiaries: Zante, Inc., a Nevada Corporation, which
owns and operates the Sands Regency Casino/Hotel.
23 Independent Auditors' Consent to the incorporation by
reference into specified registration statement on Form
S-8 of their reports contained in or incorporated by
reference into this report.**
27 Financial Data Schedule.**
----------
* Incorporated by reference
** Filed herewith
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the last quarter of
fiscal 1999.
(c) INDEX TO EXHIBITS.
(d) FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules required by Regulation S-X are excluded from
the 1999 Annual Report to the Shareholders by Rule 14a-3(b)(1). See
Schedule II to the Financial Statements appearing under Item 14(a)(2)
hereof.
15
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: September 24, 1999 By: FERENC B. SZONY
------------------------------------
Ferenc B. Szony, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- -------- ----
FERENC B. SZONY President (Chief September 24, 1999
- ---------------------------------- Executive Officer)
Ferenc B. Szony and Director
KATHERENE LATHAM Chairman of the September 24, 1999
- ---------------------------------- Board of Directors
Katherene Latham
PETE CLADIANOS, JR. Vice Chairman of the September 24, 1999
- ---------------------------------- Board of Directors
Pete Cladianos, Jr.
DAVID R. WOOD Executive Vice President, September 24, 1999
- ---------------------------------- Treasurer, Chief Financial and
David R. Wood Accounting Officer and Director
PETE CLADIANOS III Secretary and Director September 24, 1999
- ----------------------------------
Pete Cladianos III
JON N. BENGTSON Director September 24, 1999
- ----------------------------------
Jon N. Bengtson
LOUIS J. PHILLIPS Director September 24, 1999
- ----------------------------------
Louis J. Phillips
Director September 24, 1999
- ----------------------------------
Larry Tuntland
16
18
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of The Sands Regent:
We have audited the consolidated financial statements of The Sands Regent and
subsidiaries as of June 30, 1999 and 1998, and for each of the three years in
the period ended June 30, 1999, and have issued our report thereon dated August
6, 1999. Such consolidated financial statements and report are included in your
1999 Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of The Sands
Regent and subsidiaries, listed in Item 14. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
Deloitte & Touche LLP
Reno, Nevada
August 6, 1999
17
19
The Sands Regent
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Additions
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions(1) Other End of Year
----------- --------- ---------- ------------- ----- -----------
Allowance for Doubtful Accounts Receivable:
Year ended June 30, 1999 . . . . . . . . . . . . $ 72 $ 91 $ (76) $ (60)(2) $ 27
Year ended June 30, 1998 . . . . . . . . . . . . 119 143 (190) --- 72
Year ended June 30, 1997 . . . . . . . . . . . . 107 103 (91) --- 119
- ---------------
(1) Write-offs of uncollectible accounts receivable, net of recoveries
(2) Represents balance for subsidiaries disposed of during the year
18
20
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
- ------- ------------
10(o) First Amendment to Agreement, dated December 23, 1998, by and
between Terry W. Green, Joel R. Carter, Sr., Gulfside Casino
Partnership and The Sands Regent; and the related Promissory
Note and Royalty Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10(s) Employment Agreement, dated January 29, 1998, by and between
Patrick Bassney (as Vice President and General Manager) and
the Sands Regency (Zante, Inc.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13 1999 Annual Report to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
23 Independent Auditors' Consent to the incorporation by reference
into specified registration statement on Form S-8 of their
reports contained in or incorporated by reference into this report . . . . . . . . . . .
27 Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .