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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
Commission File Number 33-67738
SAM HOUSTON RACE PARK, LTD.
(Exact name of Registrant as Specified in its Charter)
TEXAS 76-0313877
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ONE SAM HOUSTON PLACE 77064
7575 NORTH SAM HOUSTON PARKWAY WEST (Zip Code)
HOUSTON, TEXAS
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 807-8700
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 / /
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SAM HOUSTON RACE PARK, LTD.
INDEX
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 2000 and December
31, 1999
Consolidated Statements of Operations for the three months ended
March 31, 2000 and 1999
Consolidated Statements of Cash Flows for the three months ended
March 31, 2000 and 1999
Condensed Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signature
SAM HOUSTON RACE PARK, LTD.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents.......................................................... $ 4,315 $ 6,690
Restricted cash.................................................................... 1,748 3,533
Accounts receivable, net of allowance for doubtful accounts
of $99 and $86, respectively.................................................... 2,530 2,102
Prepaid expenses and other current assets.......................................... 773 512
----------- ------------
Total current assets............................................................ 9,366 12,837
----------- ------------
Property and equipment, net of accumulated depreciation of
$4,388 and $4,108, respectively................................................. 28,156 25,018
----------- ------------
$ 37,522 $ 37,855
=========== ============
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable................................................................... $ 2,450 $ 2,236
Property taxes payable............................................................. 273 999
Other liabilities.................................................................. 1,834 1,641
Amounts due to horsemen............................................................ 1,105 2,279
----------- ------------
Total current liabilities....................................................... 5,662 7,155
----------- ------------
Long-term liabilities:
Notes payable...................................................................... 52,118 49,548
Deferred management fees........................................................... 4,149 3,874
----------- ------------
Total liabilities............................................................... 61,929 60,577
----------- ------------
Commitments and contingencies (Notes 1 and 6)
Partners' deficit..................................................................... (24,407) (22,722)
----------- -------------
$ 37,522 $ 37,855
=========== ============
<FN>
The accompanying condensed notes are an integral part of these financial statements.
</FN>
SAM HOUSTON RACE PARK, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
----------- ------------
(UNAUDITED)
Revenues:
Pari-mutuel commissions, net....................................................... $ 5,921 $ 5,889
Food and beverage sales............................................................ 1,347 1,200
Admissions, parking and other...................................................... 1,049 1,004
----------- ------------
8,317 8,093
----------- ------------
Costs and expenses:
Cost of pari-mutuel operations..................................................... 597 550
Cost of food and beverage operations............................................... 630 571
Other operating.................................................................... 886 712
Salaries and wages................................................................. 2,498 2,302
Management and other professional fees............................................. 464 466
Marketing and advertising.......................................................... 1,109 449
Utilities.......................................................................... 333 313
Property taxes..................................................................... 295 283
Depreciation and amortization...................................................... 320 269
General and administrative......................................................... 291 236
----------- ------------
7,423 6,151
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Income from operations................................................................ 894 1,942
Other income (expense):
Interest income.................................................................... 83 50
Interest expense................................................................... (2,662) (2,200)
----------- ------------
(2,579) (2,150)
----------- ------------
Net loss.............................................................................. $ (1,685) $ (208)
=========== ============
<FN>
The accompanying condensed notes are an integral part of these financial statements.
</FN>
SAM HOUSTON RACE PARK, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
----------- ------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................................... $ (1,685) $ (208)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization................................................... 320 269
Amortization of discounts on long-term debt..................................... 1,015 696
Increase in accrued interest.................................................... 1,555 1,434
Decrease in restricted cash..................................................... 1,785 1,817
Increase in accounts receivable................................................. (428) (1,189)
Increase in prepaid expenses and other.......................................... (261) (156)
Increase in accounts payable.................................................... 214 458
Increase in deferred management fees............................................ 275 255
Decrease in property taxes payable.............................................. (726) (777)
Decrease in amounts due to horsemen............................................. (1,174) (1,074)
Increase (decrease) in other liabilities........................................ 193 (184)
------------ ------------
Net cash provided by operating activities..................................... 1,083 1,341
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment................................................ (3,623) (94)
Proceeds from disposition of property and equipment................................ 165 -
----------- ------------
Net cash used for investing activities........................................ (3,458) (94)
----------- ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...................................... (2,375) 1,247
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...................................... 6,690 3,764
----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................................ $ 4,315 $ 5,011
=========== ============
<FN>
The accompanying condensed notes are an integral part of these financial statements.
</FN>
SAM HOUSTON RACE PARK, LTD.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
1. BASIS OF PRESENTATION AND ORGANIZATION AND FUTURE CASH REQUIREMENTS
BASIS OF PRESENTATION AND ORGANIZATION
The accompanying consolidated financial statements include the accounts of
Sam Houston Race Park, Ltd. (the "PARTNERSHIP"), a Texas limited partnership,
and its wholly owned subsidiaries, New SHRP Capital Corp. ("NEW CAPITAL") and
SHRP Valley, LLC. ("SHRP VALLEY"). The Partnership operates a pari-mutuel horse
racing facility in Houston, Texas (the "RACE PARK"). In addition, SHRP Valley,
through its wholly-owned subsidiary, Valley Race Park Inc., operates a
pari-mutuel greyhound racing facility in Harlingen, Texas ("VALLEY RACE PARK").
The managing general partner of the Partnership is SHRP General Partner, Inc.
(the "MANAGING GENERAL PARTNER"), a wholly owned subsidiary of MAXXAM Inc.
("MAXXAM"). The Partnership is also comprised of an additional general partner,
SHRP Equity, Inc. (the "ADDITIONAL GENERAL PARTNER") and limited partner
interests. As of March 31, 2000, wholly owned subsidiaries of MAXXAM held,
directly or indirectly, an aggregate 98.9% interest in the Partnership,
consisting of a 34.1% general partner interest (including a 33.1% interest by
virtue of its ownership of 99.5% of the common stock of the Additional General
Partner) and a 64.8% limited partner interest.
The information contained herein is condensed from that which would appear
in the annual financial statements; accordingly, the consolidated financial
statements included herein should be reviewed in conjunction with the
consolidated financial statements and related notes thereto contained in the
Annual Report on Form 10-K filed by the Partnership with the Securities and
Exchange Commission for the fiscal year ended December 31, 1999 (the "FORM
10-K"). Any capitalized terms used but not defined herein have the same meaning
given to them in the Form 10-K. Accounting measurements at interim dates
inherently involve greater reliance on estimates than at year end. The results
of operations for the interim periods presented are not necessarily indicative
of the results which can be expected for the entire year. Certain
reclassifications of prior period information were made to conform to the
current presentation. All significant intercompany transactions have been
eliminated in consolidation. The accompanying financial information is
unaudited; however, the information includes all adjustments of a normal
recurring nature which are, in the opinion of management, necessary to present
fairly the consolidated financial position of the Partnership at March 31, 2000,
the consolidated results of its operations for the three months ended March 31,
2000 and 1999, and its consolidated cash flows for the three months ended March
31, 2000 and 1999.
FUTURE CASH REQUIREMENTS
The Partnership generated income from operations of $894 during the first
three months of 2000. In addition, the Partnership had cash and cash equivalents
of $4,315 and a $1,700 line of credit at March 31, 2000 available to fund the
operating activities of the Partnership. Also, the Partnership is able to defer
cash interest payments on the Extendible Notes until September 1, 2001 or until
certain conditions are met, and to defer the payment of management fees until
two consecutive interest payments on the Extendible Notes have been paid in
cash. The deferral of these items has significantly improved the liquidity of
the Partnership.
The Partnership is continuing its marketing efforts to increase attendance
and pari-mutuel handle at the Race Park in order to generate additional
operating income. Also, management intends to continue to initiate legislative
efforts to legalize additional forms of gaming at the Race Park in order to
increase revenues. Further, management is analyzing various proposals to develop
new types of business at the Race Park in an effort to raise new sources of
income and to draw additional attendance to the Race Park. To that end,
management has committed a substantial amount of its cash to two new ventures
during 2000. Approximately $2,600 was invested in the purchase of and capital
expenditures for Valley Race Park, a greyhound track in Harlingen, Texas, which
the Race Park acquired in January 2000. In addition, the Race Park spent
approximately $1,000 on the construction of a state-of-the-art, Las Vegas-style
race book in its existing facilities. Management believes that both of these
investments will generate additional income for the Race Park, although there
can be no assurance that any of these efforts will be successful.
The Extendible Notes, together with accrued interest, must be retired in
September 2001, unless the applicable extension provisions apply. To the extent
the Partnership is unable to repay or refinance the Extendible Notes,
alternative sources of funding will be necessary. Although 99.0% of the
Extendible Notes are owned by MAXXAM, there can be no assurance that the
Partnership will be able to repay or refinance the Extendible Notes or that
alternative sources of funding will be available to the Partnership, if needed.
2. RESTRICTED CASH
The Partnership's restricted cash, as shown on the accompanying
consolidated balance sheet at March 31, 2000 and December 31, 1999, includes
deposits held for the benefit of horsemen for purses, stakes and awards and
amounts reserved for the payment of property taxes.
3. RACING OPERATIONS
The Race Park offers pari-mutuel wagering on live thoroughbred or quarter
horse racing during meets and on simulcast horse and greyhound racing throughout
the year. The Race Park earns revenues on live racing and on simulcast racing as
both a guest and host track. Under the Racing Act, the Partnership's net
commission revenue on live racing is a designated portion of the pari-mutuel
handle. The Race Park receives broadcasts of live racing from other racetracks
under various guest simulcasting agreements and provides broadcasts of live
racing conducted at the Race Park to other wagering outlets under various host
simulcasting agreements. Under these agreements, the Partnership receives
pari-mutuel commissions of varying percentages of simulcast pari-mutuel handle.
A summary of the Race Park's pari-mutuel operations for the three months
ended March 31, 2000 and 1999 is as follows:
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
------------ ------------
Number of live race days......................................................... 49 50
Live handle...................................................................... $ 9,055 $ 9,562
Guest simulcasting handle........................................................ 28,491 28,374
Host simulcasting handle......................................................... 104,493 109,043
------------ ------------
$ 142,039 $ 146,979
============ ============
Net commissions from live racing................................................. $ 1,183 $ 1,256
Net commissions from guest simulcasting.......................................... 2,636 2,523
Net commissions from host simulcasting........................................... 1,976 2,110
------------ ------------
$ 5,795 $ 5,889
============ ============
Valley Race Park commenced operations on March 17, 2000 and conducted 12
days of pari-mutuel wagering on simulcast greyhound and horse racing during the
three month period ended March 31, 2000. Total simulcast wagering handle and net
pari-mutuel commissions for Valley Race Park for this period were $926 and $126,
respectively.
4. NOTES PAYABLE
Notes payable consist of the following:
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
11% Senior Secured Extendible Notes due September 1, 2001, net of
unamortized discount of $8,055 and $11,988, respectively...................... $ 48,796 $ 47,782
Accrued interest to be paid in-kind.............................................. 3,117 1,561
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51,913 49,343
Unsecured promissory notes....................................................... 190 190
Payable to Limited Partners...................................................... 23 23
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Total......................................................................... 52,126 49,556
Less current portion included in other liabilities............................... (8) (8)
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$ 52,118 $ 49,548
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The Partnership is amortizing the difference between the aggregate
principal amount of the Extendible Notes and their estimated fair value as of
the date of implementation of the reorganization of the Partnership as
additional interest expense using the effective interest method.
The Extendible Notes are non-recourse to the partners; however, they are
secured by virtually all of the Partnership's property, including rents,
revenues, profits and income from the operation of the Race Park and Valley Race
Park. In addition, the Class 1 racing license for the Race Park is subject to a
negative pledge in favor of the trustee for the Extendible Notes.
5. RELATED PARTY TRANSACTIONS
Management and other professional fees for the three months ended March
31, 2000 and 1999 include $275 and $255, respectively, in management fees due to
the Managing General Partner which includes interest of $87 and $67,
respectively. Payment of management fees, including accrued interest, is
deferred until two consecutive interest payments on the Extendible Notes have
been paid in cash; accordingly, these fees have been shown on the accompanying
consolidated balance sheet as deferred management fees under long-term
liabilities.
The Partnership incurred service fees and related costs of $133 and $129
for the three months ended March 31, 2000 and 1999, respectively, related to the
costs incurred for services provided by MAXXAM and certain of its subsidiaries.
Included in accounts payable at March 31, 2000 and December 31, 1999 were
obligations to MAXXAM for such costs of $44 and $0, respectively. The
Partnership also incurred fees of $0 and $16 during the three months ended March
31, 2000 and 1999, respectively, for legal and other consulting services
performed by other affiliates.
6. COMMITMENTS AND CONTINGENCIES
The Partnership is involved in claims and litigation arising in the
ordinary course of business. While uncertainties are inherent in the final
outcome of such matters and it is presently impossible to determine the actual
costs that ultimately may be incurred, management believes that the resolution
of such uncertainties and the incurrence of such costs should not have a
material adverse effect upon the Partnership's consolidated financial position,
results of operations or liquidity.
Also, see Note 1 for a discussion of the future cash requirements of the
Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
THE RESULTS OF OPERATIONS
The following should be read in conjunction with the unaudited
consolidated financial statements contained elsewhere herein and in the Form
10-K. Any capitalized terms used but not defined herein have the same meaning
given to them in the Form 10-K.
This section contains statements which constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements can be identified by the use of forward- looking
terminology such as "believes," "expects," "may," "estimates," "will," "should,"
"plans" or "anticipates" or the negative thereof or other variations thereof or
comparable terminology, or by discussions of strategy. Readers are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may vary materially from those in the forward-looking statements as a
result of various factors. These factors include the effectiveness of
management's strategies and decisions, general economic and business conditions,
new or modified statutory or regulatory requirements, and changing prices and
market conditions. This section and the Partnership's Form 10-K identify other
factors that could cause such differences. No assurance can be given that these
are all of the factors that could cause actual results to vary materially from
the forward-looking statements.
RESULTS OF OPERATIONS
Results of operations between periods are generally not comparable due to
the timing, varying lengths and types of racing meets held; accordingly, results
of operations for interim periods are not necessarily indicative of the results
which can be expected for the entire year. Historically, the Race Park has
derived a majority of its net pari-mutuel commissions from live racing and host
simulcasting on thoroughbred racing. Therefore, net pari-mutuel commissions have
typically been highest during the first and fourth quarters of the year.
The following table presents selected attendance and wagering information
for the Race Park for the three months ended March 31, 2000 and 1999:
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
----------- -----------
Number of live race days................................................................. 49 50
Number of simulcast only days............................................................ 42 40
Average daily attendance - live race days................................................ 3,292 3,128
Average daily attendance - simulcast only days........................................... 655 680
Average live per capita wager............................................................ $ 56 $ 61
Average combined live and guest per capita gross wager - live race days.................. 183 194
Average guest per capita gross wager - simulcast only days............................... 334 305
(AMOUNTS IN THOUSANDS)
Live handle.............................................................................. $ 9,055 $ 9,562
Guest simulcasting handle - horses....................................................... 22,310 23,024
Guest simulcasting handle - greyhounds................................................... 6,181 5,350
Host simulcasting handle................................................................. 104,493 109,043
----------- -----------
$ 142,039 $ 146,979
=========== ===========
Net pari-mutuel commissions:
Live racing........................................................................... $ 1,183 $ 1,256
Guest simulcasting - horses........................................................... 1,907 1,889
Guest simulcasting - greyhounds....................................................... 729 634
Host simulcasting..................................................................... 1,976 2,110
----------- -----------
Total net pari-mutuel commissions........................................................ $ 5,795 $ 5,889
=========== ===========
Valley Race Park commenced operations on March 17, 2000 and conducted 12
days of pari-mutuel wagering on simulcast greyhound and horse racing during the
three month period ended March 31, 2000. Total simulcast wagering handle and net
pari-mutuel commissions for Valley Race Park for this period were $926,000 and
$126,000, respectively.
Revenues. The Partnership's principal source of revenue is from
pari-mutuel commissions generated from wagering on live races and simulcast
races as both a guest and host track. Overall, net pari-mutuel commissions were
flat for the three month period ended March 31, 2000 as compared to the same
period in 1999. Decreases in live and host simulcast wagering on the Race Park's
live thoroughbred meet were offset by an increase in guest simulcast wagering at
the Race Park and incremental guest simulcast wagering at Valley Race Park.
Although average attendance at the Race Park on live race days increased
slightly during the quarter ended March 31, 2000 versus the same quarter in
1999, live wagering handle decreased by 5% and related net pari-mutuel
commissions declined by 6%. The decline in live handle was due to a $5 decline
in per capita wagering. The increase in average daily live attendance was due to
an increase in new customers that were attracted to the Race Park by concerts
and direct mail promotions. Newer customers tend to wager at lower levels. Host
simulcasting handle and host commissions decreased by 4% due to increased
competition with the Race Park's simulcast signal during the first quarter of
2000 versus the first quarter of 1999. Both live and host commissions were also
reduced due to one less live racing day during the three month period ended
March 31, 2000 versus the same period in 1999.
The 10% increase in average guest per capita wagering on simulcast only
days at the Race Park for the three months ended March 31, 2000 resulted in a 4%
increase in net pari-mutuel commissions from guest simulcasting as compared to
the same period in 1999. Net commissions on guest horse simulcasting for the
Race Park increased by 1% while net commissions on greyhound simulcasting
increased by 15% for the three months ended March 31, 2000 compared to the same
period in 1999. Guest simulcast wagering, primarily on greyhound racing, at
Valley Race Park contributed $126,000 to net pari-mutuel commissions during the
first quarter of 2000.
Food and beverage revenues increased by 12% during the three months ended
March 31, 2000 compared to the same period in 1999 due to the increase in
average daily attendance on live race days. Admissions, parking and other
revenue also increased slightly for the three months ended March 31, 2000
compared to the same period in 1999 due primarily to the increase in average
daily attendance.
Income from Operations. Income from operations for the three months ended
March 31, 2000 was $894,000 compared to $1,942,000 for the same period in 1999.
The decline in operating income was due in part to an increased marketing and
advertising campaign that the Race Park initiated in order to increase
attendance during the first quarter of 2000. While this spending did increase
attendance, revenues did not increase proportionately. Also, the marketing,
maintenance and payroll costs associated with the re-opening of Valley Race Park
exceeded revenues by approximately $300,000 for the quarter.
Net Loss. Net loss reflects the income from operations as described above,
interest income and interest expense, including amortization of the discount on
the Extendible Notes. Interest expense increased during the three months ended
March 31, 2000 as compared to the prior period due to the continuing increase in
the balance of Extendible Notes as accrued interest is paid in-kind with
additional Extendible Notes.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Partnership had cash and cash equivalents of
$4,315,000 compared to $6,690,000 at December 31, 1999. The decrease in cash and
cash equivalents is primarily due to the acquisition of Valley Race Park and the
construction of the Player's Lounge, a state-of-the-art, Las Vegas-style race
book, offset by cash generated from operating activities during the period. At
March 31, 2000, the Partnership also had restricted cash of $1,748,000 compared
to $3,533,000 at December 31, 1999. The decline in restricted cash was due to
the payment of amounts due to horsemen for purses, stakes and awards related to
the winter thoroughbred meet and to the annual payment of property taxes. The
balance of Extendible Notes has increased during the three months ended March
31, 2000 due to the amortization of the discount on the Extendible Notes as
described in Note 4 to the Consolidated Financial Statements included in Item 1.
See Note 1 to the Consolidated Financial Statements for a discussion of
the future cash requirements of the Partnership.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership is involved in various claims, lawsuits and other
proceedings. While uncertainties are inherent in the final outcome of such
matters and it is presently impossible to determine the actual costs that
ultimately may be incurred, management believes that the resolution of such
uncertainties and the incurrence of such costs should not have a material
adverse effect on the Partnership's consolidated financial position, results of
operations or liquidity.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
27 Financial Data Schedule
B. REPORTS ON FORM 8-K:
None.
SIGNATURE
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, who has signed this
report on behalf of the Registrant and as the principal financial and accounting
officer of the Registrant.
SAM HOUSTON RACE PARK, LTD.
Date: May 11, 2000 By: /S/ MICHAEL J. VITEK
--------------------------------------
Michael J. Vitek
Vice President of Finance