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 Quarter Ended March 31, 2001
_______________________________________
Commission Registrant; State of Organization; IRS Employer
File No. Address and Telephone Number Identification No.
- ---------- ---------------------------------- ------------------
1-14507 Boston Celtics Limited Partnership 04-3416346
(a Delaware limited partnership)
151 Merrimac Street, Boston, Massachusetts 02114
(617) 523-6050
1-9324 Boston Celtics Limited Partnership II 04-2936516
(a Delaware limited partnership)
151 Merrimac Street, Boston, Massachusetts 02114
(617) 523-6050
Indicate by checkmark whether the registrant (1) has filed reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of March 31, 2001, there were 2,703,664 Units outstanding of Boston
Celtics Limited Partnership, and 2,703,664 units representing limited
partnership interests outstanding of Boston Celtics Limited Partnership II.
Part I - Financial Information
Item I - Financial Statements
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, June 30,
2001 2000
--------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,964,588 $ 3,393,509
Other short-term investments 33,800,000 83,100,000
Prepaid expenses and other current assets 342,064 530,771
-----------------------------
TOTAL CURRENT ASSETS 37,106,652 87,024,280
PROPERTY AND EQUIPMENT, net 6,834 11,734
OTHER ASSETS 996,684 1,053,843
-----------------------------
$ 38,110,170 $ 88,089,857
=============================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
Accounts payable and other current
liabilities $ 106,965 $ 611,360
Accrued interest 2,497,159
Federal and state income taxes payable 1,162,280 877,350
Notes payable to bank - current portion 10,000,000
-----------------------------
TOTAL CURRENT LIABILITIES 3,766,404 11,488,710
DEFERRED FEDERAL AND STATE INCOME TAXES 9,710,875 9,710,875
NOTES PAYABLE TO BANK - noncurrent portion 10,000,000 50,000,000
NOTE PAYABLE TO RELATED PARTY 372,437
SUBORDINATED DEBENTURES 34,104,721 33,789,695
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
BASKETBALL HOLDINGS, L.P. 30,060,701 29,437,209
PARTNERS' CAPITAL (DEFICIT)
Boston Celtics Limited Partnership -
General Partner 124,637 156,332
Limited Partners (50,619,213) (47,481,412)
-----------------------------
(50,494,576) (47,325,080)
Boston Celtics Limited Partnership II -
General Partner (304,986) 79,705
Celtics Limited Partnership - General Partner 260,732 266,789
Boston Celtics Communications Limited
Partnership - General Partner 633,862 641,954
-----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT) (49,904,968) (46,336,632)
-----------------------------
$ 38,110,170 $ 88,089,857
=============================
See notes to condensed consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Condensed Consolidated Statements of Operations
Unaudited
Nine Months Ended Three Months Ended
-------------------------- --------------------------
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
--------- --------- --------- ---------
Equity in net income of Celtics
Basketball Holdings, L.P. $ 3,241,455 $ 3,556,898 $ 2,950,942 $ 3,551,436
Costs and expenses:
General and administrative 4,477,607 2,832,039 693,167 795,922
Depreciation and amortization 52,178 42,156 20,356 14,052
--------------------------------------------------------
4,529,785 2,874,195 713,523 809,974
--------------------------------------------------------
(1,288,330) 682,703 2,237,419 2,741,462
Interest expense (5,070,683) (5,176,977) (1,105,654) (1,751,678)
Interest income 3,496,540 3,839,398 581,145 1,393,194
--------------------------------------------------------
Income (loss) before income taxes (2,862,473) (654,876) 1,712,910 2,382,978
Provision for income taxes 300,000 1,200,000 400,000
--------------------------------------------------------
Net income (loss) (3,162,473) (1,854,876) 1,712,910 1,982,978
Net income (loss) applicable to
interests of General Partners (24,672) 12,921 63,554 79,064
--------------------------------------------------------
Net income (loss) applicable to
interests of Limited Partners $(3,137,801) $(1,867,797) $1,649,356 $ 1,903,914
========================================================
Net income (loss) per unit $ (1.16) $ (0.69) $ 0.61 $ 0.70
Weighted average units outstanding 2,703,664 2,703,664 2,703,664 2,703,664
See notes to condensed consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Unaudited
Nine Months Ended
---------------------------------
March 31, March 31,
2001 2000
--------- ---------
CASH FLOWS USED IN OPERATING ACTIVITIES
General and administrative expenses $ (5,162,471) $ (2,787,028)
Interest expense (2,248,514) (2,424,792)
Interest income 3,940,181 3,745,066
Income taxes paid, net of refunds received (15,070) (1,273,854)
--------------------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (3,485,874) (2,740,608)
--------------------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Purchases of short-term investments (402,240,000) (460,100,000)
Proceeds from sales of short-term investments 451,540,000 458,400,000
Other receipts (expenditures) (55,128) 11,457
--------------------------------
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES 49,244,872 (1,688,543)
--------------------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from bank borrowings 4,500,000
Payment of bank borrowings (50,000,000)
Cash distribution from Celtics Basketball Holdings, L.P. 3,864,947
Cash distribution by Celtics Limited Partnership to
Boston Celtics Corporation (General Partner's share) (38,449)
Cash distribution by Boston Celtics Limited
Partnership II to BCLP II GP, Inc. (General
Partner's share) (9,417)
Cash distribution by Boston Celtics Communications
Limited Partnership to Celtics Communications, Inc.
(General Partner's share) (5,000)
--------------------------------
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES (46,187,919) 4,500,000
--------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (428,921) 70,849
Cash and cash equivalents at beginning of period 3,393,509 2,607,725
--------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,964,588 $ 2,678,574
================================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued distribution by Boston Celtics Limited
Partnership II to BCLP II GP, Inc. $ 361,882
See notes to condensed consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Note 1 - The condensed consolidated financial statements include the
accounts of Boston Celtics Limited Partnership ("BCLP," the "Partnership")
and its majority-owned and controlled subsidiaries and partnerships.
BCLP is a Delaware limited partnership that was formed on April 13, 1998 in
connection with a reorganization of Boston Celtics Limited Partnership II
("BCLP II"). Pursuant to the reorganization of BCLP II (the
"Reorganization"), which was completed on June 30, 1998, BCLP owns a 99%
limited partnership interest in BCLP II. In addition, BCLP, through its
subsidiaries, holds certain investments, including a 48.3123% limited
partnership investment in Celtics Basketball Holdings, L.P., ("Celtics
Basketball Holdings") which, through Celtics Basketball, L.P. ("Celtics
Basketball"), its 99.999% subsidiary partnership, owns and operates the
Boston Celtics professional basketball team (the "Boston Celtics") of the
National Basketball Association (the "NBA"). BCLP's investment in Celtics
Basketball Holdings is accounted for on the equity method, and accordingly,
the investment is carried at cost, effected by equity in income or loss of
Celtics Basketball Holdings and reduced by distributions received.
Note 2 - The unaudited interim condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with instructions to Form 10-
Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) necessary for a
fair presentation have been included therein. Operating results for interim
periods are not indicative of the results that may be expected for the full
year. Such financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto of Boston Celtics
Limited Partnership and Subsidiaries included in the annual report on Form
10-K for the year ended June 30, 2000 and the Forms 10-Q for the quarters
ended September 30, 2000 and December 31, 2000.
Note 3 - BCLP, through its subsidiary partnerships and corporations, owns a
48.3123% limited partnership interest in Celtics Basketball Holdings.
Celtics Basketball Holdings, through Celtics Basketball, owns and operates
the Boston Celtics. BCLP's investment in Celtics Basketball Holdings is
accounted for on the equity method. Summary statement of operations data
for Celtics Basketball Holdings for the nine and three months ended March
31, 2001 and 2000 is as follows:
Nine Months Ended Three Months Ended
----------------------------- -----------------------------
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
--------- --------- --------- ---------
Total revenues $ 71,176,000 $ 69,252,000 $ 41,497,000 $ 42,266,000
Total costs and expenses (62,332,000) (59,702,000) (34,681,000) (34,261,000)
Interest income (expense), net (2,135,000) (2,188,000) (708,000) (654,000)
---------------------------------------------------------------
Net income $ 6,709,000 $ 7,362,000 $ 6,108,000 $ 7,351,000
===============================================================
Note 4 - On October 31, 2000, in order to achieve certain efficiencies, BCLP
II distributed to BCLP all of the outstanding capital stock of BCCLP Holding
Corporation ("BCCLP Holdings"), and BCLP assumed all of BCLP II's liability
for borrowings under its revolving credit agreement aggregating $50,000,000.
In December 2000, BCLP repaid the $50,000,000 of borrowings under the
revolving credit agreement that were assumed from BCLP II. In connection
with this distribution, BCLP II issued a note payable to BCLP II GP, Inc.,
its general partner, in the amount of $361,882, representing its 1% share of
the fair value of the distribution. The note accrues interest at 7%
annually, and is payable on August 1, 2003.
Note 5 - In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the State
of Delaware in and for New Castle County against BCLP II, Celtics, Inc., Paul
E. Gaston, Don F. Gaston, Paula B. Gaston, John H.M. Leithead and John B.
Marsh III, each a director or former director of Celtics, Inc. The named
plaintiffs, who each purported to bring their individual actions on behalf of
themselves and others similarly situated, are Kenneth L. Rilander, Harbor
Finance Partners, Maryann Kelly and Kathleen Kruse Perry. Each of the
Complaints alleges, among other things, that the Reorganization was unfair to
former BCLP II Unitholders, and seeks to recover an unspecified amount of
damages, including attorneys' and experts' fees and expenses. The
Partnership filed a Motion to Dismiss the complaint filed by Mr. Rilander on
July 29, 1998, and discovery in that case has been stayed by agreement of the
parties. The Complaints have been consolidated. On August 6, 1999, the
Court of Chancery issued an opinion granting in part, and denying in part,
the Partnership's Motion to Dismiss, and on September 3, 1999, the plaintiffs
filed an amended consolidated Complaint. On October 1, 1999, the Partnership
filed an answer to the Complaint.
Although the ultimate outcome of the Complaint cannot be determined at this
time, management of the Partnership does not believe that the outcome of
these proceedings will have a material adverse effect on the Partnership's
financial position or results of operations.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, June 30,
2001 2000
--------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 697,306 $ 3,389,400
Other short-term investments 83,100,000
Due from related parties 825,371 6,323
Prepaid expenses and other current assets 221,954 522,005
-----------------------------
TOTAL CURRENT ASSETS 1,744,631 87,017,728
PROPERTY AND EQUIPMENT, net 6,834 11,734
OTHER ASSETS 753,273 1,053,843
-----------------------------
$ 2,504,738 $ 88,083,305
=============================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
Accounts payable and other current liabilities $ 34,879 $ 607,654
Accrued interest 2,497,159
Federal and state income taxes payable 513,201 877,350
Notes payable to bank - current portion 10,000,000
-----------------------------
TOTAL CURRENT LIABILITIES 3,045,239 11,485,004
DEFERRED FEDERAL AND STATE INCOME TAXES 6,812,105 9,710,875
NOTES PAYABLE TO BANK - noncurrent portion 10,000,000 50,000,000
DUE TO RELATED PARTY 4,800,000
NOTE PAYABLE TO RELATED PARTY 372,437
SUBORDINATED DEBENTURES 34,104,721 33,789,695
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
BASKETBALL HOLDINGS, L.P. 30,060,701 29,437,209
PARTNERS' CAPITAL (DEFICIT)
Boston Celtics Limited Partnership II -
General Partner (304,986) 79,705
Limited Partners (87,281,071) (47,327,926)
-----------------------------
(87,586,057) (47,248,221)
Celtics Limited Partnership - General Partner 260,732 266,789
Celtics Pride GP - General Partner 998
Boston Celtics Communications Limited
Partnership - General Partner 633,862 641,954
-----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT) (86,690,465) (46,339,478)
-----------------------------
$ 2,504,738 $ 88,083,305
=============================
See notes to condensed consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Condensed Consolidated Statements of Operations
Unaudited
Nine Months Ended Three Months Ended
--------------------------- ---------------------------
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
--------- --------- --------- ---------
Equity in net income of Celtics
Basketball Holdings, L.P. $ 3,241,455 $ 3,556,898 $ 2,950,942 $ 3,551,436
Costs and expenses:
General and administrative 2,645,550 1,413,843 90,947 341,095
Amortization 44,815 35,335 16,866 11,778
-----------------------------------------------------------
2,690,365 1,449,178 107,813 352,873
-----------------------------------------------------------
551,090 2,107,720 2,843,129 3,198,563
Interest expense (4,598,461) (5,176,977) (1,105,654) (1,751,678)
Interest income 2,084,027 3,839,398 10,627 1,393,194
-----------------------------------------------------------
Income (loss) before income taxes (1,963,344) 770,141 1,748,102 2,840,079
Provision for income taxes 300,000 1,200,000 400,000
-----------------------------------------------------------
Net income (loss) (2,263,344) (429,859) 1,748,102 2,440,079
Net income applicable to interests
of General Partners 7,063 31,789 46,923 59,833
-----------------------------------------------------------
Net income (loss) applicable to
interests of Limited Partners $(2,270,407) $ (461,648) $ 1,701,179 $ 2,380,246
===========================================================
See notes to condensed consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Unaudited
Nine Months Ended
---------------------------------
March 31, March 31,
2001 2000
--------- ---------
CASH FLOWS USED IN OPERATING ACTIVITIES
General and administrative expenses $ (3,749,045) $ (2,780,958)
Interest expense (1,776,292) (2,424,792)
Interest income 2,098,665 3,745,066
Income taxes paid (562,000) (1,273,854)
--------------------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (3,988,672) (2,734,538)
--------------------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Purchases of short-term investments (232,840,000) (460,100,000)
Proceeds from sales of short-term investments 233,940,000 458,400,000
Other receipts (expenditures) (11,878) 11,457
--------------------------------
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES 1,088,122 (1,688,543)
--------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings 4,500,000
Distribution by Boston Celtics Limited Partnership II to
Boston Celtics Limited Partnership of investment in
BCCLP Holding Corporation (3,550,980)
Cash distribution by Boston Celtics Limited Partnership II
to Boston Celtics Limited Partnership (52,645)
Cash distribution from Celtics Basketball Holdings, L.P. 3,864,947
Cash distribution by Celtics Limited Partnership to Boston
Celtics Corporation (General Partner's share) (38,449)
Cash distribution by Boston Celtics Limited
Partnership II to BCLP II GP, Inc. (General
Partner's share) (9,417)
Cash distribution by Boston Celtics Communications
Limited Partnership to Celtics Communications, Inc.
(General Partner's share) (5,000)
--------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 208,456 4,500,000
--------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,692,094) 76,919
Cash and cash equivalents at beginning of period 3,389,400 2,597,546
--------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 697,306 $ 2,674,465
================================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Distribution by Boston Celtics Limited Partnership II
to Boston Celtics Limited Partnership of investment in
BCCLP Holding Corporation, net of note payable to bank $ 34,078,155
Accrued distribution by Boston Celtics Limited
Partnership II to BCLP II GP, Inc. $ 361,882
See notes to condensed consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Note 1 - The condensed consolidated financial statements include the
accounts of Boston Celtics Limited Partnership II ("BCLP II," the
"Partnership") and its majority-owned and controlled subsidiaries and
partnerships. All intercompany transactions are eliminated in
consolidation.
Pursuant to a reorganization of its partnership structure that was completed
on June 30, 1998 (the "Reorganization"), the Partnership's name was changed
to Boston Celtics Limited Partnership II. As a result of the Reorganization,
the Partnership's 99% limited partnership interest is owned by Boston Celtics
Limited Partnership (a Delaware limited partnership formed in April 1998)
("BCLP").
Prior to the Reorganization, BCLP II, through its subsidiaries, owned and
operated the Boston Celtics professional basketball team (the "Boston
Celtics") of the National Basketball Association (the "NBA") and held
investments. The Boston Celtics were owned by Celtics Limited Partnership
("CLP"), in which BCLP II has a 99% limited partnership interest. Upon
completion of the Reorganization, the Boston Celtics are owned and operated
by Celtics Basketball, L.P. ("Celtics Basketball"), a 99.999% subsidiary of
Celtics Basketball Holdings, L.P. ("Celtics Basketball Holdings"). BCLP II,
through its subsidiaries, holds certain investments, including a 48.3123%
limited partnership investment in Celtics Basketball Holdings.
Accordingly, effective June 30, 1998, BCLP II's interest in the accounts and
operations of the Boston Celtics is reflected in its investment in Celtics
Basketball Holdings, which is accounted for on the equity method.
Accordingly, the investment is carried at cost, effected by equity in income
or loss of Celtics Basketball Holdings and reduced by distributions received.
Note 2 - The unaudited interim condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with instructions to Form 10-
Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) necessary for a
fair presentation have been included therein. Operating results for interim
periods are not indicative of the results that may be expected for the full
year. Such financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto of Boston Celtics
Limited Partnership II and Subsidiaries included in the annual report on Form
10-K for the year ended June 30, 2000 and the Forms 10-Q for the quarters
ended September 30, 2000 and December 31, 2000.
Note 3 - BCLP II, through its subsidiary partnerships and corporations, owns
a 48.3123% limited partnership interest in Celtics Basketball Holdings.
Celtics Basketball Holdings, through Celtics Basketball, owns and operates
the Boston Celtics. BCLP II's investment in Celtics Basketball Holdings is
accounted for on the equity method. Summary statement of operations data
for Celtics Basketball Holdings for the nine and three months ended March
31, 2001 and 2000 is as follows:
Nine Months Ended Three Months Ended
----------------------------- -----------------------------
March 31, March 31, March 31, March 31,
2001 2000 2001 2000
--------- --------- --------- ---------
Total revenues $ 71,176,000 $ 69,252,000 $ 41,497,000 $ 42,266,000
Total costs and expenses (62,332,000) (59,702,000) (34,681,000) (34,261,000)
Interest income (expense), net (2,135,000) (2,188,000) (708,000) (654,000)
---------------------------------------------------------------
Net income $ 6,709,000 $ 7,362,000 $ 6,108,000 $ 7,351,000
===============================================================
Note 4 - On October 31, 2000, in order to achieve certain efficiencies, BCLP
II distributed to BCLP all of the outstanding capital stock of BCCLP Holding
Corporation ("BCCLP Holdings"), and BCLP assumed all of BCLP II's liability
for borrowings under its revolving credit agreement aggregating $50,000,000.
The net assets of BCCLP Holdings at the date of distribution amounted to
$87,629,000 and included, among other things, cash of $3,551,000, short-term
investments of $82,000,000, an amount receivable from Celtics Investments,
Inc., a wholly owned subsidiary of BCLP II, of $4,800,000, and deferred tax
liabilities of $2,899,000. In connection with this distribution, BCLP II
issued a note payable to BCLP II GP, Inc., its general partner, in the
amount of $361,882, representing its 1% share of the fair value of the
distribution. The note accrues interest at 7% annually, and is payable on
August 1, 2003.
Note 5 - In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the State
of Delaware in and for New Castle County against BCLP II, Celtics, Inc., Paul
E. Gaston, Don F. Gaston, Paula B. Gaston, John H.M. Leithead and John B.
Marsh III, each a director or former director of Celtics, Inc. The named
plaintiffs, who each purported to bring their individual actions on behalf of
themselves and others similarly situated, are Kenneth L. Rilander, Harbor
Finance Partners, Maryann Kelly and Kathleen Kruse Perry. Each of the
Complaints alleges, among other things, that the Reorganization was unfair to
former BCLP II Unitholders, and seeks to recover an unspecified amount of
damages, including attorneys' and experts' fees and expenses. The
Partnership filed a Motion to Dismiss the complaint filed by Mr. Rilander on
July 29, 1998, and discovery in that case has been stayed by agreement of the
parties. The Complaints have been consolidated. On August 6, 1999, the
Court of Chancery issued an opinion granting in part, and denying in part,
the Partnership's Motion to Dismiss, and on September 3, 1999, the plaintiffs
filed an amended consolidated Complaint. On October 1, 1999, the Partnership
filed an answer to the Complaint.
Although the ultimate outcome of the Complaint cannot be determined at this
time, management of the Partnership does not believe that the outcome of
these proceedings will have a material adverse effect on the Partnership's
financial position or results of operations.
BOSTON CELTICS LIMITED PARTNERSHIP
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Forward Looking Statements
Certain statements and information included herein are "forward-looking
statements" within the meaning of the federal Private Securities Litigation
Reform Act of 1995, including statements relating to prospective game,
broadcast and other revenues, expenses (including player and other team
costs), capital expenditures, tax burdens, earnings and distributions, and
expectations, intentions and strategies regarding the future. Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of BCLP or BCLP II to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Factors that could cause BCLP's or BCLP II's
financial condition, results of operation, liquidity or capital resources to
differ materially include the competitive success of the Boston Celtics,
uncertainties as to increases in players' salaries and team expenses, the
Boston Celtics' ability to attract and retain talented players, the risk of
injuries to key players, uncertainties regarding media contracts, the
performance of certain investments by subsidiaries of the Partnership and the
extent to which the Partnership's subsidiaries generate, and are able to
distribute, operating cash flow.
General
BCLP accounts for its indirect investment in the accounts and operations of
the Boston Celtics using the equity method, and accordingly, its equity in
the net income (loss) of the Boston Celtics is reported on a single line
item in its Condensed Consolidated Statements of Operations. Following is a
general description of certain matters related to the operations of the
Boston Celtics.
The Boston Celtics derive revenues principally from the sale of tickets to
home games and the licensing of television, cable network and radio rights.
The most significant expenses of the Boston Celtics are player and coaching
salaries. A large portion of the Boston Celtics' annual revenues and
operating expenses is determinable at the commencement of each basketball
season based on season ticket sales and the Boston Celtics' multi-year
contracts with its players, coaches and broadcast organizations.
The operations and financial results of the Boston Celtics are seasonal. On
a cash flow basis, the Boston Celtics receive a substantial portion of their
receipts from the advance sale of season tickets during the months of June
through October, prior to the commencement of the NBA regular season. Cash
receipts from playoff ticket sales are received in March of any year for
which the team qualifies for league playoffs. Most of the Boston Celtics'
operating expenses are incurred and paid during the regular season, which
normally extends from late October or early November through late April.
For financial reporting purposes the Boston Celtics recognize revenues and
expenses on a game-by-game basis. Because the NBA regular season normally
begins in late October or early November, the first fiscal quarter, which
ends on September 30, generally includes limited or no revenue and reflects
a net loss attributable to general and administrative expenses and selling
and promotional expenses incurred in the quarter. Based on the standard NBA
game schedule, the Boston Celtics historically recognize approximately one-
third of its annual regular season revenue in the second fiscal quarter,
approximately one-half of such revenue in the third fiscal quarter and the
remainder in the fourth fiscal quarter, and recognize its playoff revenue,
if any, in the fourth fiscal quarter. Accordingly, BCLP's and BCLP II's
equity in the net income (loss) of Celtics Basketball Holdings, which
indirectly owns and operates the Boston Celtics, will generally result in a
loss in its first fiscal quarter, income in its second and third fiscal
quarters and a loss in its fourth fiscal quarter unless there is significant
income from playoff revenues.
Results of Operations
The following discussion compares the operating results of BCLP and its
subsidiaries for the nine and three months ended March 31, 2001 with the
nine and three months ended March 31, 2000.
Equity in net income of Celtics Basketball Holdings, L.P. represents BCLP's
48.3% interest in the net income of the entity that indirectly owns and
operates the Boston Celtics. The Boston Celtics recognize revenues and
expenses on a game-by-game basis, and the NBA regular season normally begins
in late October or early November. As a result, Celtics Basketball
Holdings' first fiscal quarter, which ends on September 30, generally
includes limited or no revenue and reflects a net loss attributable to
general and administrative expenses and selling and promotional expenses
incurred in the quarter. BCLP's equity in the net income of Celtics
Basketball Holdings amounted to $3,241,000 and $2,951,000 in the nine and
three months ended March 31, 2001, respectively, as compared to income of
$3,557,000 and $3,551,000 in the nine and three months ended March 31, 2000,
respectively. The decreases in the nine and three months ended March 31,
2001 are primarily a result of decreased ticket revenues and increased
player salaries and selling and promotional expenses. These factors were
partially offset by increased television revenues and increased revenues
from sponsorships.
General and administrative expenses of $4,478,000 in the nine months ended
March 31, 2001 increased by $1,646,000 compared to $2,832,000 in the nine
months ended March 31, 2000. The increase was primarily attributable to
increased professional expenses ($1,333,000) associated with, among other
things, BCLP II's distribution of its investment in BCCLP Holding Corporation
and $50,000,000 of borrowings under its revolving credit agreement on October
31, 2000 (see "Liquidity and Capital Resources" below) and the payment of a
non-recurring sales tax at one of BCLP's subsidiary partnerships ($325,000)
in December 2000. General and administrative expenses of $693,000 in the
three months ended March 31, 2001 decreased by $103,000 compared to $796,000
in the three months ended March 31, 2000, primarily attributable to a
decrease in personnel expenses.
Interest expense of $5,071,000 in the nine months ended March 31, 2001
decreased $106,000 compared to $5,177,000 in the nine months ended March 31,
2000, and interest expense of $1,106,000 in the three months ended March 31,
2001 decreased by $646,000 compared to $1,752,000 in the three months ended
March 31, 2000. The decreases in the nine and three months ended March 31,
2001 are primarily attributable to a decrease in average borrowings
outstanding under BCLP's revolving credit agreement with its commercial
bank. As more fully described in "Liquidity and Capital Resources" below,
$50,000,000 of borrowings under BCLP's revolving credit agreement was repaid
in mid-December 2000.
Interest income of $3,497,000 in the nine months ended March 31, 2001
decreased by $342,000 compared to $3,839,000 in the nine months ended March
31, 2000, and interest income of $581,000 in the three months ended March 31,
2001 decreased by $812,000 compared to $1,393,000 in the three months ended
March 31, 2000. The decreases in the nine and three months ended March 31,
2001 are primarily attributable to a decrease in invested balances combined
with a decrease in interest rates earned on invested balances. As more
fully described in "Liquidity and Capital Resources" below, $50,000,000 of
short-term investments were liquidated in mid-December 2000 to repay
borrowings under BCLP's revolving credit agreement.
BCLP's provision for income taxes relates to BCLP's subsidiary corporations.
The provision of $300,000 in the nine months ended March 31, 2001 decreased
by $900,000 compared to $1,200,000 in the nine months ended March 31, 2000.
Effective November 1, 2000, certain of BCLP's subsidiary corporations will
begin filing tax returns consolidated with those of BCLP. As a result,
income earned by BCLP's subsidiary corporations through March 31, 2001 will
be offset by losses of BCLP.
Liquidity and Capital Resources
BCLP used approximately $3,486,000 in cash flows from operating activities in
the nine months ended March 31, 2001. At March 31, 2001, the Partnership had
approximately $2,965,000 of available cash and $33,800,000 of other short-
term investments. In addition to these amounts, sources of funds available
to the Partnership include funds generated by operations and distributions
from Celtics Basketball Holdings, which through a subsidiary owns and
operates the Boston Celtics. These resources may be used to repay
commercial bank borrowings and for general partnership purposes, working
capital needs or for possible investments and/or acquisitions.
On May 20, 1998, BCLP II entered into a $60,000,000 revolving credit
agreement with its commercial bank. Interest on advances under the
revolving credit agreement accrues at BCLP II's option of either LIBOR plus
0.70% or the greater of the bank's Base Rate or the Federal Funds Effective
Rate plus 0.50%. The revolving credit agreement expires on June 30, 2003
and is secured by a pledge of certain short-term investments of Celtics
Capital Corporation, an indirect subsidiary of BCLP.
On October 31, 2000, in order to achieve certain efficiencies, BCLP II
distributed to BCLP all of the outstanding capital stock of BCCLP Holding
Corporation ("BCCLP Holdings"), and BCLP assumed all of BCLP II's liability
for borrowings under its revolving credit agreement aggregating $50,000,000.
As a result, BCCLP Holdings currently is a direct subsidiary of BCLP. In
December 2000, BCCLP Holdings, through Celtics Capital Corporation, its
wholly owned subsidiary, liquidated $50,000,000 of short-term investments and
distributed the proceeds to BCLP. BCLP used those proceeds to repay the
$50,000,000 of borrowings under the revolving credit agreement that were
assumed from BCLP II on October 31, 2000.
As a result, at March 31, 2001, BCLP had no amounts outstanding under the
revolving credit agreement, and BCLP II had $10,000,000 outstanding under the
revolving credit agreement, which matures on June 30, 2003. Management
anticipates that amounts advanced under the revolving credit agreement will
be repaid by BCLP and BCLP II out of cash flows, principally distributions
from its subsidiaries.
In connection with the October 31, 2000 distribution by BCLP II of its
investment in BCCLP Holdings and $50,000,000 of borrowings under its
revolving credit agreement, BCLP II issued a note payable to BCLP II GP,
Inc., its general partner, in the amount of $361,882, representing its 1%
share of the fair value of the distribution. The note accrues interest at
7% annually, and is payable on August 1, 2003.
BCLP II has outstanding 6% subordinated debentures due on June 30, 2038.
The subordinated debentures were recorded at $12.20 per debenture, the fair
market value at date of issue, or $32,984,700. The original issue discount
of $21,088,580 is being amortized over the 40-year life of the debentures
using the interest method and, accordingly, the subordinated debentures are
carried on the balance sheet at $34,104,721 at March 31, 2001. The
subordinated debentures bear interest at the rate of 6% per annum, payable
annually on June 30, and mature on June 30, 2038 at an aggregate principal
amount of $54,073,280. There are no mandatory redemption or sinking fund
requirements with respect to the subordinated debentures.
In the nine months ended March 31, 2001, BCLP and its subsidiaries received
distributions from Celtics Basketball Holdings aggregating $3,865,000.
Future distributions from Celtics Basketball Holdings will be determined by
Boston Celtics Corporation, the general partner of Celtics Basketball
Holdings, in its sole discretion subject to applicable credit agreements and
based, among other things, on available resources and the needs of Celtics
Basketball Holdings and Celtics Basketball, the ability of Celtics Basketball
Holdings and Celtics Basketball to generate sufficient operating cash flow,
and the funds available after debt service payments related to Celtics
Basketball's revolving credit agreement with its commercial bank.
No cash distributions to unitholders of BCLP were declared or paid during the
quarters ended March 31, 2001 and 2000. Future distributions will be
determined by BCLP GP, Inc., the general partner of BCLP, in its sole
discretion based, among other things, on available resources and the needs of
the Partnership, the ability of BCLP's subsidiaries to generate sufficient
operating cash flow, and the funds available after debt service payments
related to the revolving credit agreement with its commercial bank and the
subordinated debentures.
Management believes that BCLP's cash, cash equivalents and other short-term
investments together with cash from operating activities and distributions
from Celtics Basketball Holdings will provide adequate cash for the
Partnership and its subsidiaries to meet their cash requirements through
March 31, 2002.
Market Risk
At March 31, 2001, BCLP had invested approximately $33,800,000 in loan
participations issued by a commercial bank with maturities of less than
ninety days. Management believes that BCLP's investment in the loan
participations does not expose BCLP to significant market risk due to the
short maturities and transfer restrictions applicable to these participation
interests. Management further believes that the Partnership has no other
assets that are subject to significant market risk.
Part II - Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits -
Exhibit (10.1) - First Amendment to the Amended and Restated
Credit Agreement and Second Amendment to the Credit Support
Agreements, Dated as of May 10, 2001, among Boston Celtics
Limited Partnership, as Borrower and a Credit Support
Affiliate, Boston Celtics Limited Partnership II, as
Borrower, BCCLP Holding Corporation, as a Credit Support
Affiliate, Celtics Limited Partnership, as a Credit Support
Affiliate, Celtics Basketball Holdings, L.P., as a Credit
Support Affiliate, and Celtics Pride G.P., as a Credit
Support Affiliate, and The Royal Bank of Scotland, plc, as
the Existing Lender, and The Other Lender Parties Thereto,
and Citizens Bank of Massachusetts, as Agent for the
Lenders.
Exhibit (10.2) - Amendment, Dated as of May 10, 2001, to Amended
and Restated Pledge and Security Agreement between Celtics
Capital Corporation and Citizens Bank of Massachusetts, as
Agent for the Lenders.
Exhibit (10.3) - Third Amendment, Dated as of May 10, 2001, to
Credit Agreement among Celtics Basketball, L.P., as
Borrower, Boston Celtics Limited Partnership, Boston
Celtics Limited Partnership II, Celtics Limited
Partnership, Celtics Basketball Holdings, L.P., Celtics
Pride, G.P., as Borrower Affiliates, and Citizens Bank of
Massachusetts, as Lender.
(b) Reports on Form 8-K -
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrants have duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
BOSTON CELTICS LIMITED PARTNERSHIP
----------------------------------
(Registrant)
By: BCLP GP, Inc., its General Partner
Dated: May 11, 2001 By: /s/ Richard G. Pond
--------------------------------
Richard G. Pond
Executive Vice President
Chief Financial Officer
and Chief Operating Officer
Dated: May 11, 2001 BOSTON CELTICS LIMITED PARTNERSHIP II
-------------------------------------
(Registrant)
By: BCLP II GP, Inc., its General Partner
By: /s/ Richard G. Pond
----------------------------------
Richard G. Pond
Executive Vice President
Chief Financial Officer
and Chief Operating Officer