10-Q 1 a81626e10-q.htm FORM 10-Q QUARTER ENDED MARCH 31, 2002 The Sands Regent Form 10-Q March 31, 2002
Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

     
(X)   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31,2002

or

     
(   )   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________to ____________

Commission file number 0-14050

THE SANDS REGENT


(exact name of registrant as specified in charter)
     
Nevada   88-0201135

 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  [X]     No [   ]

On May 14, 2002, the registrant had outstanding 4,525,722 shares of its common stock, $.10 par value.

 


PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
CONSOLIDATED BALANCE SHEETS (Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 3(a)


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

FORM 10-Q

TABLE OF CONTENTS

         
        Page No.
       
PART I FINANCIAL INFORMATION
Item 1.   Financial Statements   1 — 8
    Consolidated Statements of Operations   1 — 2
    Consolidated Balance Sheets   3 — 4
    Consolidated Statements of Cash Flows   5 — 6
    Notes to Interim Consolidated Financial Statements   7 — 8
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   9 — 13
Item 3.   Quantitative and Qualitative Disclosures About Market Risk   13
PART II OTHER INFORMATION
Item 1.   Legal Proceedings   14
Item 2.   Changes in Securities   14
Item 3.   Defaults Upon Senior Securities   14
Item 4.   Submission of Matters to a Vote of Security Holders   14
Item 5.   Other Information   14
Item 6.   Exhibits and Reports on Form 8-K   14
SIGNATURES   15

 


Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

THE SANDS REGENT AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                     
        THREE MONTHS   NINE MONTHS
        ENDED MARCH 31,   ENDED MARCH 31,
       
 
(Dollars in thousands, except per share amounts)   2001   2002   2001   2002

 
 
 
 
Operating revenues:
                               
 
Gaming
  $ 5,238     $ 5,248     $ 16,109     $ 15,376  
 
Lodging
    1,723       1,485       6,456       5,934  
 
Food and beverage
    1,072       1,316       4,064       4,063  
 
Other
    347       352       1,048       1,061  
 
   
     
     
     
 
 
    8,380       8,401       27,677       26,434  
Less complimentary lodging, food and beverage included above
    522       850       1,692       2,366  
 
   
     
     
     
 
 
    7,858       7,551       25,985       24,068  
 
   
     
     
     
 
Operating costs and expenses:
                               
 
Gaming
    2,621       2,585       7,779       7,628  
 
Lodging
    1,008       934       3,300       2,970  
 
Food and beverage
    739       771       3,281       2,418  
 
Other
    132       135       423       434  
 
Maintenance and utilities
    846       905       2,465       2,599  
 
General and administrative
    1,760       1,621       5,214       5,170  
 
Depreciation and amortization
    749       754       2,202       2,316  
 
   
     
     
     
 
 
    7,855       7,705       24,664       23,535  
 
   
     
     
     
 
Income (loss) from operations
    3       (154 )     1,321       533  
 
   
     
     
     
 
Other income (deductions):
                               
 
Interest and other income
    98       25       356       156  
 
Interest and other expense
    (249 )     (270 )     (863 )     (843 )
 
Gain (loss) on disposition of property and equipment
          (183 )     (57 )     (119 )
 
   
     
     
     
 
 
    (151 )     (428 )     (564 )     (806 )
 
   
     
     
     
 
Income (loss) before income taxes
    (148 )     (582 )     757       (273 )
Income tax (provision) benefit
    58       203       (235 )     110  
 
   
     
     
     
 
Net income (loss)
  $ (90 )   $ (379 )   $ 522     $ (163 )
 
   
     
     
     
 
   
(continued)
                               

The accompanying notes are an integral part of these consolidated financial statements.

-1-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                   
(Dollars in thousands,   THREE MONTHS   NINE MONTHS
except per share amounts)   ENDED MARCH 31,   ENDED MARCH 31,
   
 
(continued)   2001   2002   2001   2002

 
 
 
 
Net income (loss) per share:
                               
 
Basic
  $ (.02 )   $ (.08 )   $ .12     $ (.04 )
 
   
     
     
     
 
 
Diluted
  $ (.02 )   $ (.08 )   $ .11     $ (.04 )
 
   
     
     
     
 
Weighted average shares outstanding:
                               
 
Basic
    4,500,655       4,525,722       4,499,029       4,525,722  
 
   
     
     
     
 
 
Diluted
    4,500,655       4,525,722       4,750,700       4,525,722  
 
   
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

-2-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (Unaudited)

                     
        JUNE 30,   MARCH 31,
(Dollars in thousands)   2001   2002

 
 
ASSETS
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 10,150     $ 9,129  
 
Short-term investments
    10       20  
 
Accounts and notes receivable less allowance for possible losses of $54 and $39
    551       279  
 
Note receivable, sale of subsidiaries
    180       180  
 
Inventories
    644       549  
 
Federal income tax refund receivable
    7       261  
 
Prepaid expenses and other assets
    1,052       925  
 
   
     
 
   
Total current assets
    12,594       11,343  
PROPERTY AND EQUIPMENT:
               
 
Land
    8,487       8,487  
 
Buildings and improvements
    38,785       38,944  
 
Equipment, furniture and fixtures
    18,802       18,198  
 
Construction in progress
    261       1,503  
 
   
     
 
 
    66,335       67,132  
 
Less accumulated depreciation and amortization
    32,137       32,718  
 
   
     
 
 
    34,198       34,414  
OTHER ASSETS:
               
 
Note receivable, sale of subsidiaries, net
    669       279  
 
Other
    422       981  
 
   
     
 
 
    1,091       1,260  
 
   
     
 
   
Total assets
  $ 47,883     $ 47,017  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

-3-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (Unaudited)

                     
(Dollars in thousands)   JUNE 30,   MARCH 31,
(continued)   2001   2002

 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
 
Accounts payable
  $ 2,257     $ 2,071  
 
Accrued salaries, wages and benefits
    1,435       1,082  
 
Other accrued expenses
    192       211  
 
Deferred federal income tax liability
    144       143  
 
Current maturities of long-term debt
    181       3  
 
   
     
 
   
Total current liabilities
    4,209       3,510  
LONG-TERM DEBT
    10,000       10,011  
DEFERRED FEDERAL INCOME TAX LIABILITY
    1,055       1,040  
 
   
     
 
   
Total liabilities
    15,264       14,561  
 
   
     
 
STOCKHOLDERS’ EQUITY:
               
 
Preferred stock, $.10 par value, 5,000,000 shares authorized, none issued
           
 
Common stock, $.10 par value, 20,000,000 shares authorized, 6,928,722 shares issued
    693       693  
 
Additional paid-in capital
    12,777       12,777  
 
Retained earnings
    41,507       41,344  
 
   
     
 
 
    54,977       54,814  
 
Treasury stock, at cost, 2,403,000 shares
    (22,358 )     (22,358 )
 
   
     
 
   
Total stockholders’ equity
    32,619       32,456  
 
   
     
 
   
Total liabilities and stockholders’ equity
  $ 47,883     $ 47,017  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

-4-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                     
        NINE MONTHS ENDED
        MARCH 31,
       
(Dollars in thousands)   2001   2002

 
 
OPERATING ACTIVITIES:
               
 
Net income (loss)
  $ 522     $ (163 )
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
   
Depreciation and amortization
    2,202       2,316  
   
Loss on sale of property and equipment
    57       119  
   
Decrease in accounts and notes receivable
    70       272  
   
Decrease in inventories
    24       95  
   
Decrease in prepaid expenses and other current assets
    206       127  
   
(Increase) decrease in other assets
    8       (559 )
   
(Decrease) in accounts payable
    (243 )     (451 )
   
Increase (decrease) in accrued expenses
    191       (334 )
   
Change in federal income taxes payable/receivable
    (436 )     (254 )
   
Change in deferred federal income taxes
    (6 )     (16 )
 
   
     
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    2,595       1,152  
 
   
     
 
INVESTING ACTIVITIES:
               
 
Purchase of short-term investments
    (200 )     (10 )
 
Sale and maturity of short-term investments
    843        
 
Payments received on note receivable
    393       390  
 
Additions to property and equipment
    (3,674 )     (2,274 )
 
Payment of accounts payable on prior period purchases of property and equipment
    (411 )     (186 )
 
Proceeds from sale of property and equipment
    20       89  
 
   
     
 
NET CASH USED IN INVESTING ACTIVITIES
    (3,029 )     (1,991 )
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

-5-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)

                   
      NINE MONTHS ENDED
      MARCH 31,
     
(Dollars in thousands)   2001   2002

 
 
FINANCING ACTIVITIES:
               
 
Payments on long-term debt
    (213 )     (182 )
 
Issuance of common stock
    3        
 
   
     
 
NET CASH USED IN FINANCING ACTIVITIES
    (210 )     (182 )
 
   
     
 
(DECREASE) IN CASH AND CASH EQUIVALENTS
    (644 )     (1,021 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    9,186       10,150  
 
   
     
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 8,542     $ 9,129  
 
   
     
 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
 
Property and equipment acquired by long-term debt
        $ 15  
 
   
     
 
 
Property and equipment acquired by accounts payable
  $ 607     $ 451  
 
   
     
 
 
Interest paid, net of amount capitalized
  $ 756     $ 843  
 
   
     
 
 
Federal income taxes paid
  $ 678     $ 160  
 
   
     
 

The accompanying notes are an integral part of these consolidated financial statements.

-6-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NINE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE 1 — BASIS OF PREPARATION

     These statements should be read in connection with the 2001 Annual Report heretofore filed with the Securities and Exchange Commission as Exhibit 13 to the Registrant’s Form 10-K for the year ended June 30, 2001. The accounting policies utilized in the preparation of the financial information herein are the same as set forth in such annual report except as modified for interim accounting policies which are within the guidelines set forth in Accounting Principles Board Opinion No. 28.

     The Consolidated Balance Sheet at June 30, 2001 has been taken from the audited financial statements at that date. The interim consolidated financial information is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial condition as of March 31, 2002 and the results of operations and cash flows for the three and nine months ended March 31, 2002 and 2001 have been included. Interim results of operations are not necessarily indicative of the results of operations for the full year.

     The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiary Zante, Inc. (“Zante”) (together the “Company”). Zante owns and operates the Sands Regency Casino/Hotel in Reno, Nevada.

NOTE 2 — EARNINGS PER SHARE

     The weighted average number of shares outstanding for the calculation of diluted earnings per share, for the nine month period ended March 31, 2001, included the dilutive effect of Company stock options to purchase common stock. Options to purchase 22,500 shares of the Company’s common stock were not included because the exercise price exceeded the average market price. For the three month periods ended March 31, 2002 and 2001, and for the nine months ended March 31, 2002, options to purchase 637,000, 655,500 and 637,000 shares, respectively, were not included because the Company incurred a net loss for such periods.

NOTE 3 — ACQUISITION

     The Company entered into a series of agreements in December 2001 to acquire the Gold Ranch Casino and RV Resort in Verdi, Nevada through a new wholly owned subsidiary. Such operations consist of a 8,000 square foot casino with approximately 300 slot machines, 2 restaurants, 2 bars, a 100 space RV Park, a California lottery station and an ARCO gas station. Completion of the transaction is subject to several conditions including financing and approval by the Nevada Gaming Authorities which is expected in Spring 2002. The purchase price is based on a multiple of EBITDA (earnings before interest, taxes, depreciation and amortization) and is to be paid in a combination of cash, Company stock and debt.

-7-


Table of Contents

THE SANDS REGENT AND SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NINE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE 4 — RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD (“FASB”) AND OTHER AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

     In June 2001, the FASB issued two new Statements of Financial Accounting Standards (“SFAS’s”), SFAS No. 141 entitled “Business Combinations” and SFAS No. 142 entitled “Goodwill and Other Intangible Assets”. Together these statements will change the accounting for business combinations and goodwill. SFAS No. 141 requires the purchase method of accounting for all business combinations initiated after June 30, 2001 and eliminates the pooling-of-interest method. SFAS No. 142 changes the accounting for goodwill and indefinite lived intangible assets from an amortization method to an impairment only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, will cease upon the adoption of SFAS No. 142. Amortization will still be required for identifiable intangible assets with finite lives. The Company is required to adopt SFAS No. 142 at the beginning of its fiscal 2003 year but earlier adoption is permitted. The Company has adopted the provisions of SFAS No. 141 in fiscal 2002 and will adopt the provisions of SFAS No. 142 on July 1, 2002. The Company does not anticipate that the adoption of SFAS No. 142 will have a material impact on the consolidated financial statements.

     Also in June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations”, which is effective for financial statements issued for fiscal years beginning after June 15, 2002. This statement establishes accounting standards for the recognition and measurement of a liability for an asset retirement obligation and the associated asset retirement costs. The Company does not anticipate that the adoption of SFAS No. 143 will have a material impact on the consolidated financial statements.

     In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which is effective for financial statements for fiscal years beginning after December 15, 2001, and the interim periods within those fiscal years. This statement addresses financial accounting and reporting for impairment of long-lived assets and for long-lived assets to be disposed of, and supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of”. The Company does not anticipate that the adoption of SFAS No. 144 will have a material impact on the consolidated financial statements.

-8-


Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of operations — Three months ended March 31, 2002 compared to three months ended March 31, 2001

     In the three months ended March 31, 2002, compared to the three months ended March 31, 2001, revenues decreased to $7.6 million from $7.9 million. For the same comparable quarters, income from operations declined from $3,000 in the third quarter of fiscal 2001 to a loss from operations of $154,000 in the third quarter of fiscal 2002. Net loss also increased from a net loss of $90,000, or loss per share of $.02 in the March 2001 quarter to a net loss of $379,000, or loss per share of $.08 in the March 2002 quarter.

     The declines in revenue and income from operations and the increase in the net loss are primarily a result of a decrease in the hotel daily average room rate. Lower rates are being offered to increase demand as a result of a weakening in the tourism market. This is due, in part, to a weakening in the California economy, increased energy costs and the catastrophic events of September 11, 2001. Further, fiscal 2002 is the one year out of three without a city wide major bowling event which, in other years, starts in late winter and lasts four to five months.

     The decline in lodging revenue of $238,000, in the third quarter of fiscal 2002 versus the third quarter of fiscal 2001, is due to a decline in the daily average room rate from approximately $29 to $25. Hotel occupancy was approximately the same at 80.5% in the quarter ended March 2002 versus 80% in the quarter ended March 2001.

     Gaming revenue was approximately the same at $5.2 million in the March 31, 2002 and 2001 quarters. In the March 2002 quarter, bingo revenue increased by approximately $170,000 as a result of a decrease in bingo operations by Reno area competitors. This increase was partially offset by a slight decline in slot revenue of approximately $88,000 and a decline in slot route revenue.

     The $244,000 increase in food and beverage revenue, in the three months ended March 31, 2002, compared to the three months ended March 31, 2001, is due to an increase in beverage revenue. This increase is due to the increase in departmental transfer pricing for complimentary beverages.

     The increase in complimentary lodging, food and beverage of $328,000 is primarily due to an increase in transfer pricing for beverages provided to guests on a complimentary basis.

     Gaming costs and expenses, as a percentage of related gaming revenue, remained relatively constant at slightly above 48% for the March 2002 and 2001 quarters.

     The decrease in lodging costs and expenses of $74,000, in the third quarter of fiscal 2002 compared to the same quarter in fiscal 2001, is primarily due to a slight decrease in various expense items.

-9-


Table of Contents

Results of operations — Three months ended March 31, 2002 compared to three months ended March 31, 2001 (continued)

     The $59,000 increase in maintenance and utilities costs and expenses in the three months ended March 31, 2002, compared to the three months ended March 31, 2001, primarily consists of an increase in utility expense.

     The decrease in general and administrative costs and expenses from $1.8 million in the March 2001 quarter to $1.6 million in the March 2002 quarter is due to a decrease in estimated Company performance based compensation.

     The decrease in interest and other income of $73,000, in the three months ended March 31, 2002 versus the three months ended March 31, 2001, is primarily due to lower interest rates earned on excess invested funds. This is a result of the overall reduction in market interest rates.

     The loss on disposition of property and equipment of $183,000 in the March 2002 quarter is primarily due to the write-off of the undepreciated cost of a slot accounting and player tracking system that was replaced in late calendar 2001.

     EBITDA declined from $850,000 in the three months ended March 31, 2001 to $625,000 in the three months ended March 31, 2002. EBITDA includes earnings before: depreciation and amortization, interest expense, income taxes and any gain (loss) on the disposal of property. EBITDA is not a calculation determined pursuant to generally accepted accounting principles and is not an alternative to operating income or net income and is not a measure of liquidity. Since not all companies calculate this measure in the same manner, the Company’s EBITDA measure may not be comparable to similarly titled measures reported by other companies. The Company presents EBITDA as a supplemental disclosure to facilitate a more complete analysis of the Company’s financial performance. The Company believes that this disclosure enhances the understanding of the financial performance of a company with substantial interest expense, depreciation and amortization.

Results of operations — First nine months of fiscal 2002 compared to first nine months of fiscal 2001

     In the nine months ended March 31, 2002, compared to the nine months ended March 31, 2001, revenues decreased to $24.1 million from $26.0 million. For the same comparable nine month periods, income from operations decreased from $1.3 million to $533,000 and net income decreased from $522,000, or $.11 per diluted share, to a net loss of $163,000, or loss per share of $.04.

     The declines in revenue, income from operations and net income are primarily a result of a decrease in hotel occupancy at a slightly lower daily average room rate offered to increase demand due to a weakening in the tourism market. This is due, in part, to the catastrophic events of September 11, 2001, a weakening in the California economy and increased energy costs. Further, fiscal 2002 is the one year out of three without a city wide major bowling event which, in other years, starts in late winter and lasts four to five months.

-10-


Table of Contents

Results of operations — First nine months of fiscal 2002 compared to first nine months of fiscal 2001 (continued)

     Lodging revenue decreased from $6.5 million in the nine months ended March 31, 2001 to $5.9 million in the nine months ended March 31, 2002. This decrease is due to a decline in hotel occupancy and in the average daily rate. Hotel occupancy declined from 84% in the March 31, 2001 nine months to 80% in March 31, 2002 nine months. For the same comparable periods, the average daily room rate decreased from approximately $33 to approximately $32.

     Gaming revenue declined to $15.4 million in the nine months ended March 31, 2002 versus $16.1 million in the nine months ended March 31, 2001. This decrease includes an increase in bingo revenue of approximately $194,000 as a result of a decrease in bingo operations by Reno area competitors. This increase was offset by decreases in other gaming revenue primarily due to the decline in hotel occupancy.

     Food and beverage revenue was approximately the same in the nine months ended March 31, 2002 and 2001. In the nine months ended March 31, 2002, revenue from food operations declined by approximately $543,000 due to the elimination in mid-October 2000, of a 24-hour restaurant operated by the Company. Upon the closing of such restaurant, an “Original Mels” diner was opened on the premises which is operated by a third party. This decrease in food revenue was offset by an increase in beverage revenue due to the increase in departmental transfer pricing for complimentary beverages.

     The increase in complimentary lodging, food and beverage of $674,000 is primarily due to an increase in transfer pricing for beverages provided to guests on a complimentary basis.

     Gaming costs and expenses decreased by approximately $151,000 in the nine months ended March 31, 2002 versus the nine months ended March 31, 2001. This decrease is related to the associated decrease in gaming revenue.

     The decrease in lodging costs and expenses of $330,000, in the third quarter of fiscal 2002 compared to the third quarter of fiscal 2001, is primarily due to the decrease in hotel occupancy.

     The decrease in food and beverage costs and expenses from $3.3 million in the nine months ended March 31, 2001 to $2.4 million in the nine months ended March 31, 2002 is due to the elimination, in mid-October 2000, of a 24-hour restaurant operated by the Company as previously discussed.

     The $134,000 increase in maintenance and utilities costs and expenses in the nine months ended March 31, 2002, compared to the nine months ended March 31, 2001, is due to an increase in utility costs.

     The slight decrease in general and administrative costs and expenses of $44,000 consists of a decrease in estimated Company performance based compensation of approximately $207,000. This decrease was partially offset by an increase in advertising and promotional activities intended to maintain and improve occupancy and customer gaming activities.

-11-


Table of Contents

Results of operations — First nine months of fiscal 2002 compared to first nine months of fiscal 2001 (continued)

     The decrease in interest and other income of $200,000, in the nine months ended March 31, 2002 versus the nine months ended March 31, 2001, is primarily due to lower interest rates earned on excess invested funds. This is a result of the overall reduction in market interest rates.

     The loss on disposition of property and equipment of $119,000 in the nine months ended March 31, 2002 is primarily due to the write-off of the net book value of a slot accounting and player tracking system that was replaced in late calendar 2001.

     EBITDA declined from $3.9 million in the nine months ended March 31, 2001 to $3.0 million in the nine months ended March 31, 2002. EBITDA includes earnings before: depreciation and amortization, interest expense, income taxes and any gain (loss) on the disposal of property. EBITDA is not a calculation determined pursuant to generally accepted accounting principles and is not an alternative to operating income or net income and is not a measure of liquidity. Since not all companies calculate this measure in the same manner, the Company’s EBITDA measure may not be comparable to similarly titled measures reported by other companies. The Company presents EBITDA as a supplemental disclosure to facilitate a more complete analysis of the Company’s financial performance. The Company believes that this disclosure enhances the understanding of the financial performance of a company with substantial interest expense, depreciation and amortization.

Capital resources and liquidity

     During the nine months ended March 31, 2002, the Company expended approximately $2.3 million on the purchase and addition of property and equipment. This included the renovation of the remaining one-third of the Company’s hotel rooms and the replacement of the slot accounting and player marketing system.

     In the fourth quarter of fiscal 2002, the Company anticipates expending approximately $2.4 million in cash to complete the acquisition of Gold Ranch Casino and R.V. Resort as more fully described on the Company’s Form 8-K, dated December 27, 2001, and filed with the Securities and Exchange Commission on January 10, 2002.

     Other than above, there were no material changes in The Sands Regent’s financial condition nor were there any substantive changes relative to matters discussed in the Capital Resources and Liquidity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations as presented in the 2001 Annual Report appearing as Exhibit 13 to the Company’s Form 10-K for the year ended June 30, 2001.

-12-


Table of Contents

Cautionary statement for purposes of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995

     The foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. Such statements are identified by the words “anticipates”, “believes”, “expects”, “intends”, “future”, or words of similar import. Various important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the following: increased competition in existing markets or the opening of new gaming jurisdictions; a decline in the public acceptance of gaming; the limitation, conditioning or suspension of any of the Company’s gaming licenses; increases in or new taxes imposed on gaming revenues or gaming devices; a finding of unsuitability by regulatory authorities with respect to the Company’s officers, directors or key employees; loss or retirement of key executives; significant increases in fuel or transportation prices; adverse economic conditions in the Company’s key markets; severe and unusual weather in the Company’s key markets and adverse results of significant litigation matters.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

             NOT APPLICABLE

-13-


Table of Contents

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

     NONE

Item 2. Changes in Securities.

     NONE

Item 3. Defaults Upon Senior Securities.

     NONE

Item 4. Submission of Matters to a Vote of Security Holders.

     NONE

Item 5. Other Information.

     NONE

Item 6. Exhibits and Reports on Form 8-K.

        (a)    Exhibits

     
  3(a) Amendment to Section 4.15 of Article IV of the Amended and Restated Code of Bylaws, as amended, of The Sands Regent, a Nevada corporation, dated February 11, 2002.

        (b)    Reports on Form 8-K:
 
             Form 8-K dated December 28, 2001, filed on January 10, 2002; Includes reporting under Item 5 — Other Events and Item 7(c) — Exhibits.

-14-


Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
  THE SANDS REGENT
(Registrant)
 
 
Date: May 14, 2002 By  /S/ David R. Wood
 
  David R. Wood,
Executive Vice President and Principal Accounting and Financial Officer

-15-


Table of Contents

INDEX TO EXHIBITS

             
        Sequentially
Exhibit       Numbered
Number       Page

     
3(a)   Amendment to Section 4.15 of Article IV of the Amended and Restated Code of Bylaws, as amended, of The Sands Regent, a Nevada corporation, dated February 11, 2002