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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, 2001
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, $.10 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 $.10 par value Common Stock
held by non-affiliates of the Registrant on September 10, 2001 was $8,303,820.
The aggregate market value is computed with reference to the average price per
share on such date.
Registrant's Common Stock outstanding at September 10, 2001 was 4,525,722
shares.
Portions of Registrant's 2001 Annual Report to the Shareholders are
incorporated into Part II as set forth herein. Portions of Registrant's
definitive Proxy Statement for its November 5, 2001 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.
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, an "Original Mels" diner
restaurant, operated by a third party, opened in October 2000 and one other
restaurant. 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 2001 was approximately 85.9% compared to
approximately 83.9% for fiscal 2000. For the same comparable periods, the
average room rate increased from approximately $34 in fiscal 2000 to $35 in
fiscal 2001.
As of September 7, 2001, the casino offered 19 table games, including 13
blackjack tables, 2 craps tables, 1 roulette table, 1 let it ride table, 1
three-card poker table and 1 pai gow poker table; 1 keno game and approximately
651 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. The Company has also increased its emphasis on local
residents and has experienced a significant increase in this business segment in
the last several years. Gaming accounted for approximately 58% of the Company's
revenues from continuing operations in Reno in fiscal 2001 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. The Company is also looking at opportunities to acquire one or
more additional casino facilities, concentrating its efforts in Northern Nevada.
MARKETING
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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 beverage 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 Reno area resident component of the Company's business has become a key
element contributing to our success and now represents twenty-five to thirty
percent of our business mix. We will rely on the continuance of strong local
marketing and advertising efforts, combined with the loosening of video poker
slot product, to further the growth of the locals segment of our business.
The Sacramento area is a strong feeder market for the Reno area, and the
Company is still somewhat of an unknown commodity in this area. This allows for
increased advertising and marketing opportunities to generate new business by
creating awareness for the property. Although a somewhat weak economy and
increased utility costs are impacting the Northern California market, the
Company believes that its target marketing approach will result in attracting
Sacramento and other Northern California customers.
The Company's player tracking system is instrumental in our database
marketing efforts and in our guest recognition program. 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 cancelable 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 47% of the hotel's occupancy in fiscal 2001 compared to 52% in
fiscal 2000.
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 direct
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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.
The Company has also been successful in developing its Internet website as
Internet marketing and promoting becomes more widespread. The Company has
successfully utilized the website to promote the facility and to offer various
hotel room rate specials. This facet of electronic marketing should continue to
expand, and the Company will continue to develop marketing efforts in this
medium.
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 3,700 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
approved for construction, the hotel room capacity in the greater Reno area will
increase by approximately an additional 22%. 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 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. Tribes also
will immediately have the right to operate any banking or percentage card games;
however, craps and roulette are presently not available. One year after any
Compact is approved, a tribe may renegotiate to request additional Class 3 type
gaming activites which are presently not approved for use in the State of
California. The legal gambling age is 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
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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.
EMPLOYEES
At June 30, 2001, the Company employed 709 people at the Sands Regency in
Reno, Nevada, including 74 salaried employees and 635 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
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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 could be appointed by the Nevada
Commission to operate the Company's gaming property and, under certain
circumstances, earnings generated during the supervisor's appointment (except
for the reasonable rental value of the Company's gaming property) 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.
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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 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
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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. 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 several
smaller properties in Reno consisting of a combined area of approximately .7
acres.
The Company's Reno casino/hotel property is subject to aggregate
encumbrances of approximately $10.0 million as of June 30, 2001.
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 2001.
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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 is listed
on the NASDAQ SmallCap Market.
FOR THE YEARS ENDED JUNE 30,
HIGH LOW
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2000
First Quarter.................................................... $ 2.19 $ 1.03
Second Quarter................................................... 2.00 .97
Third Quarter ................................................... 2.12 1.37
Fourth Quarter................................................... 1.81 1.37
2001
First Quarter.................................................... $ 3.50 $ .98
Second Quarter................................................... 3.12 2.00
Third Quarter.................................................... 3.62 2.12
Fourth Quarter................................................... 3.00 2.30
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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. There are no restrictions on the Company prohibiting the payment
of dividends and no dividends have been paid in the last two years.
As of September 10, 2001, the Company had 203 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 2001
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 2001 Annual
Report, filed as Exhibit 13 to this Form 10-K.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
None.
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 2001 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 2001 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 5, 2001,
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 5,
2001, 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 5, 2001, filed or to be filed with the Securities and
Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
11
13
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, 2001 and 2000
Consolidated Statements of Operations -- Years Ended June 30,
2001, 2000 and 1999
Consolidated Statements of Stockholders' Equity -- Years Ended
June 30, 2001, 2000 and 1999
Consolidated Statements of Cash Flows -- Years Ended June 30,
2001, 2000 and 1999
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, 2001, 2000 and 1999
Independent Auditors' Report on Schedule
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
14
(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(a)(iii) Certificate of Correction Pursuant to NRS 78.0295 of the
Company, dated August 18, 2000 (Exhibit 3(a) to the Company's
Form 10-Q for the quarter ended September 30, 2000).*
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) Second Amended and Restated Stock Option Plan for Executive
and Key Employees of the Sands Regent, dated November 6, 2000
(Exhibit 10(a) to the Company's Form 10-Q for the quarter
ended December 31, 2000).*
10(b) 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(c) 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(d) 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(e) 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(f) 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(g) 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(h) 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
13
15
Promissory Note and Royalty Agreement. (Exhibit 10(o) to the
Company's Form 10-K for the fiscal year ended June 30, 1999).
*
10(i) 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(j) 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(k) 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(l) Executive Bonus Agreement, dated January 3, 2001, 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, 2001). *
10(m) 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(n) 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 2001 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. **
- ----------
* 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 2001.
(c) INDEX TO EXHIBITS.
(d) FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules required by Regulation S-X are excluded
from the 2001 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.
14
16
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 12, 2001 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 12, 2001
- ------------------------------------------ Executive Officer)
Ferenc B. Szony and Director
KATHERENE LATHAM Chairman of the September 12, 2001
- ------------------------------------------ Board of Directors
Katherene Latham
PETE CLADIANOS, JR. Vice Chairman of the September 12, 2001
- ------------------------------------------ Board of Directors
Pete Cladianos, Jr.
DAVID R. WOOD Executive Vice President, September 12, 2001
- ------------------------------------------ Treasurer, Chief Financial and
David R. Wood Accounting Officer and Director
Secretary and Director September __, 2001
- ------------------------------------------
Pete Cladianos III
JON N. BENGTSON Director September 12, 2001
- ------------------------------------------
Jon N. Bengtson
LOUIS J. PHILLIPS Director September 12, 2001
- ------------------------------------------
Louis J. Phillips
LARRY TUNTLAND Director September 12, 2001
- ------------------------------------------
Larry Tuntland
15
17
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 (the "Company") as of June 30, 2001 and 2000, and for each of the
three years in the period ended June 30, 2001, and have issued our report
thereon dated August 9, 2001; such consolidated financial statements and report
are included in your 2001 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 9, 2001
16
18
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, 2001 $ 21 $ 78 $ ( 45) $ --- $ 54
Year ended June 30, 2000 27 54 ( 60) --- 21
Year ended June 30, 1999 72 91 ( 76) (60)(2) 27
- ----------
(1) Write-offs of uncollectible accounts receivable, net of recoveries
(2) Represents balance for subsidiaries disposed of during the year
17
19
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
- ------ ----
13 2001 Annual Report to Shareholders
23 Independent Auditors' Consent to the incorporation by reference into
specified registration statements on Form S-8 of their reports
contained in or incorporated by reference into this report