SANDS REGENT the factors listed in “ITEM 1A RISK FACTORS” as well as elsewhere in this report and in other SEC filings |
These risk factors include, without limitation, the following items: • the effect of economic, credit and capital market conditions on the economy in general, and on gaming and hotel companies in particular; • our ability to timely and cost-effectively integrate into our operations the companies and assets that we acquire; • access to available and feasible financing; • changes in laws or regulations, third party relations and approvals, and decisions of courts, regulators and governmental bodies; including judicial actions and gaming legislative action, referenda and taxation; • abnormal gaming holds; and • the effects terrorist’s attacks or war may have on the gaming industry; • the uncertainty concerning the effects of our pending transaction with Herbst; and; • the effects of competition, including locations of competitors and operating and market competition; Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made |
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise |
1 ______________________________________________________________________ [25]Table of Contents PART I ITEM 1A RISK FACTORS An investment in our common stock involves a high degree of risk |
You should consider the risks described below and the other information contained in this report carefully before deciding to invest in the Company |
If any of the following risks actually occur, our business, financial condition and operating results would be materially harmed |
As a result, the trading price of our common stock could decline, and you could lose a part or all of your investment |
Because of the following factors, as well as other variables affecting our operating results and financial condition, past performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods |
Our business may be adversely impacted if the Reno economy declines |
We heavily market to and rely upon business from Reno area residents |
In recent years, Reno has enjoyed robust business growth and has attracted a number of technology, product distribution and marketing companies |
These businesses have created jobs and helped fuel residential development, including the Reno metropolitan area |
Should there be negative changes in the business and job conditions in Reno, our local business, which is a substantial part of our overall business, could be adversely impacted |
The gaming industry is highly competitive and increased competition could have a material adverse effect on our future operations |
The gaming industry is highly competitive |
As new casinos are developed in the Reno area and competitive pressures from California Native American casinos increase, other Reno area casinos may intensify their targeting of the Reno area resident market, which is one of our key markets |
Increased competitive pressures in the local market could adversely impact our ability to continue to attract local residents to our facilities, or require us to use more expensive and therefore less profitable promotions to compete more efficiently |
In addition, Native American gaming facilities in California and other jurisdictions in some instances operate under regulatory requirements less stringent than those imposed on Nevada licensed casinos, which could afford them a competitive advantage in our markets |
Our business may be adversely impacted by expanded Native American gaming operations in California and the Pacific Northwest |
Our largest sources of tourist customers are from California and the Pacific Northwest, including a large number who drive to Reno from the San Francisco and Sacramento metropolitan areas |
The expansion of Native American casinos in California, Oregon, and Washington will be significant on the Reno-Tahoe market |
For example, Thunder Valley Casino, a large new Native American casino opened June 9, 2003, 100 miles west of Reno in Rocklin, California |
California’s well-documented budgetary problems have state officials renegotiating certain contracts with Native American casinos |
Several contracts have already been changed to allow for additional slot machines |
The effect of increased gaming in California and other states is difficult to predict |
However, our business would be adversely impacted if Thunder Valley and other casinos attract patrons who would otherwise travel to ReNodtta In addition, a significant portion of our customer base is made up of Reno area residents |
Several of the existing Reno area casinos are expanding and another competitor has announced plans to build a new casino and hotel in Reno as well |
The impact of these expanding competitive operations could adversely impact our business and financial results in the future |
In addition, if other Reno area casinos lose business due to competition from Native American casinos, they may intensify their marketing efforts to Reno area residents which could potentially materially and adversely impact our business and financial results |
Adverse winter weather conditions in the Sierra Nevada Mountains and Reno-Lake Tahoe area could have a material adverse effect on our results of operations and financial condition |
Adverse winter weather conditions, particularly snowfall, can deter our customers from traveling or make it difficult for them to frequent our facilities |
Adverse winter weather would most significantly affect our drive-in 10 ______________________________________________________________________ [34]Table of Contents customers from northern California and the Pacific Northwest |
If the Reno area itself were to experience prolonged adverse winter weather conditions, our results of operations and financial condition could also be materially adversely affected |
There are material risks related to the potential delay or failure to consummate the proposed merger with Herbst |
The proposed merger with Herbst may not be completed on the anticipated timetable and it is possible that the merger will not be completed at all |
The delay or failure to consummate the proposed merger with Herbst could negatively impact our stock price and future business and operations |
If the merger with Herbst is delayed or not consummated for any reason, we may be subject to a number of material risks, including the following: • if the merger agreement is terminated by Herbst under certain circumstances, and we enter into a change of control transaction subsequent to such termination, we may be required to pay to Herbst a termination fee of dlra4 million |
This fee may deter other parties from offering to acquire us, which could interfere with the ability of our stockholders to receive a premium over the value of the merger consideration for their shares of our stock; • the price of our common stock may decline, as the current market price of our common stock may reflect an assumption that the proposed merger will be consummated; • we must pay certain expenses related to the proposed merger, including substantial financial advisory, legal, accounting and other merger-related fees even if the merger is not consummated, which could affect our results of operations and cash liquidity, and potentially our stock price; • significant management and other resources have been diverted to efforts to consummate the proposed merger and, if the merger is not consummated, such efforts will result in little or no benefit to us; • current and prospective employees may experience uncertainty about their future role with us, which may adversely affect our ability to attract and retain key management, research and development, sales, manufacturing and other personnel; • the announcement of the proposed merger may have an adverse effect on our revenues in the near-term and our market position if our customers, suppliers, marketing and collaboration partners and other third parties delay, defer or cancel purchases pending resolution of the proposed merger; and • if the merger agreement with Herbst is terminated and our board of directors decides to seek another merger or business combination, it may not be able to find a partner willing to pay an equivalent price to that which would have been obtained in the proposed merger with Herbst |
Terrorist attacks may seriously harm our business |
The terrorist attacks that took place in the United States on September 11, 2001 were unprecedented events that created economic and business uncertainties, especially for the travel and tourism industry |
The potential for future terrorist attacks, the national and international responses, and other acts of war or hostility have created economic and political uncertainties that could materially adversely affect our business, results of operations, and financial condition in ways we currently cannot predict |
If we lose our key personnel, our business could be materially adversely affected |
We depend on the continued performance of our Chief Executive Officer and his management team |
If we lose the services of our senior management personnel, and cannot replace such persons in a timely manner, our business could be materially adversely affected |
11 ______________________________________________________________________ [35]Table of Contents Our business is subject to restrictions and limitations imposed by regulatory authorities that could adversely affect us |
The ownership and operation of casino gaming facilities are subject to extensive state and local regulation |
The State of Nevada and the applicable local authorities require various licenses, registrations, permits and approvals to be held by us |
The Nevada Gaming Commission may, among other things, limit, condition, suspend, revoke or decline to renew a license for any cause deemed reasonable by such licensing authority |
If we violate gaming laws or regulations, substantial fines could be levied against us and we could be forced to forfeit a portion of our assets |
The suspension, revocation or non-renewal of any of our licenses or the levy on us of substantial fines or forfeiture of assets would have a material and adverse effect on our business, financial condition and results of operations |
If the State of Nevada or local municipalities increase gaming taxes and fees, our results of operations could be adversely affected |
State and local authorities raise a significant amount of revenue through taxes and fees on gaming activities |
From time to time, legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry |
In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes |
If the State of Nevada, the Cities of Reno or Sparks, or the Counties of Washoe or Lyon were to increase gaming taxes and fees, our results of operations could be adversely affected |
Recently issued standards, rules and regulations of governing agencies and bodies could result in material increases in our corporate expense which could adversely affect our financial results |
We keep abreast of new generally acceptable accounting principles and rules and regulations issued or adopted by the Financial Accounting Standards Board, the Securities and Exchange Commission, the NASDAQ and other standard setting agencies |
These principles, rules and regulations often require us to expend funds in order to meet additional requirements |
As a result, our expenses could materially increase, which could adversely affect our financial results |
Recently issued accounting standards affecting our financial results are described in Note 1 to our consolidated financial statements |
Our substantial indebtedness after recent acquisitions could adversely affect our operations and financial results |
With our recent amended and restated credit agreement and the Company’s recent acquisitions, we now have a bank credit facility, which, if fully extended, amounts to dlra43dtta7 million |
We expect to incur additional indebtedness as a result of our planned casino expansions and acquisitions and other projects, which could result in overall indebtedness of the Company in the next 12 months |
The increased levels of debt could, among other things: • make it more difficult for us to satisfy our obligations under our current indebtedness; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes: • increase our vulnerability to general adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that have less debt; and • limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds |
Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a significant adverse effect on us |
12 ______________________________________________________________________ [36]Table of Contents We may be unable to successfully integrate the operations of our recent and future acquisitions and/or experience significant charges to earnings as a result of the acquisition that may adversely affect our stock price and financial condition |
We have experienced significant growth due to our recent acquisition of gaming facilities, which is a key strategy to our long term growth plans |
The future success of the Company’s acquisitions will depend on a number of factors, including the successful integration of the newly acquired operations with existing operations |
Potential difficulties of combining operations of acquirees with that of the Company include, among others: • retaining key employees; • consolidating administrative infrastructures; • coordinating sales and marketing functions; and • minimizing the diversion of management’s attention from ongoing business concerns |
Even if the Company is able to integrate its acquisitions successfully, this integration may not result in the realization of the full benefits and growth opportunities that we expect or these benefits may not be achieved within the anticipated time frame |
In addition, as a result of the recent acquisitions and proposed acquisition by Herbst, we have experienced, and will likely continue to experience, significant charges to earnings for merger and related expenses that may include transaction or closure costs |
These costs may include substantial fees for investment bankers, attorneys, accountants and financial printing costs |
Charges that we may incur in connection with acquisitions could adversely affect our results of operations |
We have experienced material weaknesses in our internal controls |
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results and our management may not be able to provide its report on the effectiveness of our internal controls as required by the Sarbanes-Oxley Act of 2002 |
During fiscal year 2006, Management identified material weaknesses regarding our internal control over financial reporting |
The Public Company Accounting Oversight Board’s Auditing Standard Nodtta 2 defines a material weakness as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected |
The efficiency of the steps we have taken to date and the steps we are still in the process of taking to improve the reliability of our financial statements is subject to continued management review supported by confirmation and testing by our internal auditors, as well as audit committee oversight |
We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future |
Any failure to implement required new or improved controls, or difficulties encountered in their implementation could harm our operating results or cause us to fail to meet our reporting obligations |
In addition, we cannot assure you that we will not in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting that we have not discovered to date |