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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, 2000
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
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 13, 2000 was $4,074,131.
The aggregate market value is computed with reference to the average price per
share on such date.
Registrant's Common Stock outstanding at September 13, 2000 was 4,497,722
shares.
Portions of Registrant's 2000 Annual Report to the Shareholders are
incorporated into Part II as set forth herein. Portions of Registrant's
definitive Proxy Statement for its November 6, 2000 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 29,000 square feet of
gaming space and 836 hotel rooms, including 29 suites of various sizes. The
complex also includes a "Tony Roma's" restaurant, a "Pizza Hut", an "Arby's"
restaurant, a coffee house/deli-style restaurant and two other restaurants.
Construction is presently in progress on an "Original Mels" diner restaurant, to
be operated by a third party, scheduled to open in the fall of 2000. The
facilities also include an entertainment show room, three cocktail lounges, a
gift shop, a beauty/barber shop operated by a third party, a bicycle and ski
rental 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 hotel room occupancy for fiscal 2000 was approximately 257,000 room
nights (83.9%) compared to approximately 254,000 (76.4%) for fiscal 1999. For
the same comparable periods, the average room rate was approximately the same at
$34.00. In early April 1999, the Company discontinued the use of 102 older motel
rooms which were razed, leaving 836 tower hotel rooms available for use.
As of September 13, 2000, the casino offered 19 table games, including 13
blackjack tables, 2 craps tables, and 1 roulette table, 1 let it ride table, 1
three-card poker table and 1 pai gow poker table; 2 keno games and approximately
667 slot machines. In February 2000, a bingo parlor was added which seats
approximately 175 persons. 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 group, air wholesale and
motor coach business primarily from Western Canada, the Pacific Northwest and
Northern California. Gaming accounted for approximately 56% of the Company's
revenues from continuing operations in Reno in fiscal 2000 and approximately 75%
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. Advertising and promotional programs are being
utilized 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, air wholesale and motor coach market segments continue to
include Western Canada, the Pacific Northwest, Texas and Northern California.
The Company has also been successful in obtaining wholesale business in the
Midwest, Southwest and Southern California and continues to explore
opportunities to expand by adding additional wholesalers.
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. Group, air wholesale and motor coach business accounted
for approximately 52% of the hotel's occupancy in fiscal 2000 compared to 55% in
fiscal 1999.
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 and
will continue to use various advertising media 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. The Company is
also exploring and developing advertising and marketing opportunities on the
Internet.
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COMPETITION
The Company competes in the greater Reno area with approximately eighteen
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 4,300 hotel rooms, 200 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 26%. 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. The Company believes that such non-casino style gaming does
not have a significant impact on the Company's operations.
A recently approved constitutional amendment in California allows for the
expansion of Native American gaming subject to entering into Tribal-State Gaming
Compacts with the Governor of California. The maximum number of slot machines
permitted for any one tribe is 2,000, with an estimated 40,000 projected
statewide. Three years after any Compact is approved, a tribe may renegotiate to
request an increase in the number of its slot machines. Tribes also will
immediately have the right to operate "any banking or percentage card game";
however, craps and roulette will be not available for at least a year. The legal
gambling age will be 18, while the drinking age will remain at 21.
The impact of increased Native American gaming in California will have an
impact on casino revenues, in general, in Nevada. Many analysts have predicted
that the impact will be more significant in the Reno-Lake Tahoe gaming market
than in the Las Vegas gaming market. Although not subject to reasonable
estimation at this time, management of the Company believes that the potential
adverse impact of California Native American gaming will be somewhat mitigated
by the Company's increased emphasis on local area residents. However, if other
Reno area casinos suffer business losses due to increased pressure from
California Native American casinos, they may intensify their marketing efforts
to Reno area residents which could further negatively impact the Company's
gaming operation in Reno.
To a significantly lesser extent, the Company competes with gaming
facilities in New Jersey, Colorado, South Dakota, Illinois, Iowa, Mississippi,
Missouri and other parts of the world. The Company also competes with various
gaming operations on other Native American land, including those located in
Arizona, Oregon, Washington, Connecticut, Michigan, Minnesota and Wisconsin and
other states. Native American 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 Native American 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, and the
Company may be adversely impacted especially in states that are key market areas
of the Company. In any other jurisdiction where the Company may commence future
operations, it will face competition for desirable sites and qualified
personnel.
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EMPLOYEES
At June 30, 2000, the Company employed 802 people at the Sands Regency in
Reno, Nevada, including 87 salaried employees and 715 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").
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
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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 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
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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 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
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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 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 $10.0 million as of June 30, 2000.
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 2000.
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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 sales prices as reported by Nasdaq.
High Low
---- ---
FOR THE YEARS ENDED JUNE 30,
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1999
First Quarter...................... $2.00 $ .75
Second Quarter..................... 1.50 .75
Third Quarter...................... 1.44 .88
Fourth Quarter..................... 2.56 .94
2000
First Quarter...................... $2.19 $1.03
Second Quarter..................... 2.00 .97
Third Quarter...................... 2.12 1.37
Fourth Quarter..................... 1.81 1.37
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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 11, 2000, the Company had 162 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 2000
Annual Report, filed as Exhibit 13 to this Form 10-K.
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 2000 Annual
Report, filed as Exhibit 13 to this Form 10-K.
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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 2000 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 2000 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 6, 2000,
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 6,
2000, 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 6, 2000, 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 6, 2000, filed or to be filed with the Securities and Exchange
Commission.
11
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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, 2000 and 1999
Consolidated Statements of Operations -- Years Ended June 30, 2000, 1999
and 1998
Consolidated Statements of Stockholders' Equity -- Years Ended June 30,
2000, 1999 and 1998 Consolidated Statements of Cash Flows -- Years Ended
June 30, 2000, 1999 and 1998
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, 2000, 1999 and 1998:
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.
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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).*
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).*
13
15
10(h) Loan and Security Agreement, dated December 3, 1999, by and
between Foothill Capital Corporation and Zante, Inc.; and the
related Deed of Trust, Security Agreement and Fixture Filing with
Assignment of Rents; General Continuing Guarantee; Guarantor
Security Agreement; and Stock Pledge Agreement (Exhibit 10(a) to
the Company's Form 10-Q for the quarter ended December 31, 1999).*
10(i) 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(j) 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(k) 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. (Exhibit 10(o) to the Company's Form 10-K
for the fiscal year ended June 30, 1999).*
10(l) 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(m) 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(n) Amendment to Employment Agreement, dated December 15, 1999, by and
between Ferenc B. Szony (as President and Chief Executive Officer)
and The Sands Regent (Exhibit 10(b) to the Company's Form 10-Q for
the quarter ended December 31, 1999).*
10(o) Employment Agreement, dated January 9, 2000, by and between David
R. Wood (as Executive Vice President and Chief Financial Officer)
and The Sands Regent (Exhibit 10(c) to the Company's Form 10-Q for
the quarter ended December 31, 1999).*
10(p) Employment Agreement, dated January 29, 1998, by and between
Patrick Bassney (as Vice President and General Manager) and the
Sands Regency (Zante, Inc.). (Exhibit 10(s) to the Company's Form
10-K for the fiscal year ended June 30, 1999).*
13 2000 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
14
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(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the last quarter of
fiscal 2000.
(c) INDEX TO EXHIBITS.
(d) FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules required by Regulation S-X are excluded from
the 2000 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 14, 2000 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
- --------- -------- ----
/s/ FERENC B. SZONY President (Chief Executive September 14, 200
- ------------------------- Officer) and Director
Ferenc B. Szony
/s/ KATHERENE LATHAM Chairman of the September 14, 2000
- ------------------------- Board of Directors
Katherene Latham
/s/ PETE CLADIANOS, JR. Vice Chairman of the September 14, 2000
- ------------------------- Board of Directors
Pete Cladianos, Jr.
/s/ DAVID R. WOOD Executive Vice President, September 14, 2000
- ------------------------- Treasurer, Chief Financial and
David R. Wood Accounting Officer and Director
Secretary and Director September __, 2000
- -------------------------
Pete Cladianos III
/s/ JON N. BENGTSON Director September 14, 2000
- -------------------------
Jon N. Bengtson
/s/ LOUIS J. PHILLIPS Director September 14, 2000
- -------------------------
Louis J. Phillips
/s/ LARRY TUNTLAND Director September 14, 2000
- -------------------------
Larry Tuntland
16
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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, 2000 and 1999, and for each of the three years in
the period ended June 30, 2000, and have issued our report thereon dated August
7, 2000; such consolidated financial statements and report are included in your
2000 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 7, 2000
17
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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, 2000 .................. $ 27 $ 54 $ (60) $ -- $21
Year ended June 30, 1999 .................. 72 91 (76) (60)(2) 27
Year ended June 30, 1998 .................. 119 143 (190) -- 72
- ---------------
(1) Write-offs of uncollectible accounts receivable, net of recoveries
(2) Represents balance for subsidiaries disposed of during the year
18
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
- ------- ------------
13 2000 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...............................................