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 JUNE 30, 1998
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 Identification Number)
organization)
ONE SAM HOUSTON PLACE 77064
7575 NORTH SAM HOUSTON PARKWAY (Zip Code)
WEST
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 / /
- ---------------
INDEX
PAGE
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1998 and December 31, 1997 3
Consolidated Statements of Operations for the three and six months
ended June 30, 1998 and 1997 4
Consolidated Statements of Cash Flows for the six months ended
June 30, 1998 and 1997 5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and
Results of Operations 10
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature S-1
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
June 30, December
1998 31,
------ 1997
-------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,238 $ 2,728
Restricted cash 3,237 4,841
Accounts receivable, net of allowance
for doubtful accounts of $57 and $163,
respectively 438 1,508
Prepaid expenses and other current 610 328
assets ------- -------
Total current assets 7,523 9,405
------- ------
Property and equipment, net of accumulated
depreciation of
$2,501 and $2,020, respectively 25,262 25,504
------ ------
$32,785 $34,909
====== ======
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable $ 1,426 $ 2,479
Property taxes payable 575 1,118
Other liabilities 1,551 1,593
Amounts due to horsemen 2,516 3,530
------- -------
Total current liabilities 6,068 8,720
------- ------
Long-term liabilities:
Notes payable 37,033 33,393
Deferred management fees 2,333 1,861
------ -------
Total liabilities 45,434 43,974
------- ------
Commitments and contingencies (Notes 1 and 6)
Partners' deficit (12,649 (9,065)
------) -------
$32,785 $34,909
======= ======
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars)
Three Months Six Months
Ended Ended
June 30, June 30,
------------ ------------
1998 1997 1998 1997
------ ------
(Unaudited)
Revenues:
Pari-mutuel commissions,
net $2,702 $3,101 $7,322 $7,375
Food and beverage sales 553 696 1,572 1,587
Admissions, parking and
other 740 737 1,662 1,557
------ ------ ----- -----
3,995 4,534 10,556 10,519
------ ------ ------ ------
Costs and expenses:
Cost of pari-mutuel
operations 341 378 792 862
Cost of food and
beverage 302 300 786 665
operations
Other operating 697 565 1,454 1,210
Salaries and wages 1,483 1,760 3,670 3,992
Management and other
professional fees 475 606 897 1,224
Marketing and 240 555 729 994
advertising
Utilities 267 266 593 557
Property taxes 299 231 605 565
Depreciation and 242 234 481 461
amortization
General and 221 214 464 411
administrative ------ ----- ------ ------
4,567 5,109 10,471 10,941
------ ----- ------ ------
Income (loss) from operations (572) (575) 85 (422)
Other income (expense):
Interest income 56 67 82 97
Interest expense (1,973 (1,592 (3,751 (3,026
-----) -----) -----) ----)
(1,917 (1,525 (3,669 (2,929
-----) -----) -----) -----)
Net loss $(2,489 $(2,100 $(3,584 $(3,351
=====) =====) =====) =====)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
Six Months Ended
June 30,
------------
1998 1997
------- -------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,584) $(3,351)
Adjustments to reconcile net loss to
net
cash provided by operating activities:
Depreciation and amortization 481 461
Amortization of discounts on 1,001 583
long-term debt
Decrease in restricted cash 1,604 1,091
Decrease in accounts receivable 1,070 804
(Increase) decrease in prepaid (282) 150
expenses and other
Decrease in accounts payable (1,053) (347)
Increase in deferred management 472 431
fees
Increase in accrued interest 2,647 2,378
Decrease in amounts due to (1,014) (639)
horsemen
Decrease in other liabilities (581) (869)
------- -------
Net cash provided by 761 692
operating ------- ------
activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to buildings and equipment (239) (161)
------- ------
Net cash used for investing (239) (161)
activities ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable, net (12) (54)
------- -------
Net cash used for financing
activities (12) (54)
------- -------
INCREASE IN CASH AND CASH EQUIVALENTS 510 477
CASH AND CASH EQUIVALENTS AT BEGINNING OF 2,728 2,634
PERIOD ------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,238 $ 3,111
====== =======
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars)
(Unaudited)
1. Basis of Presentation and Future Cash RequirementsBasis
of Presentation The accompanying consolidated financial
statements include the accounts of Sam Houston Race Park, Ltd.
(the "Partnership"), a Texas limited partnership, and its wholly
owned subsidiary, New SHRP Capital Corp. ("New Capital"). The
Partnership operates a pari-mutuel horse racing facility in
Houston, Texas (the "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 June 30, 1998,
wholly owned subsidiaries of MAXXAM held, directly or indirectly,
90.5% interest in the Partnership, consisting of a 25.7% general
partner interest (including a 24.7% interest by virtue of its
ownership of 74.2% 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, 1997 (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 presentations.
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 June 30, 1998, the consolidated results of
its operations for the three and six months ended June 30, 1998
and 1997, and its consolidated cash flows for the six months
ended June 30, 1998 and 1997.
Future Cash Requirements Although the Partnership incurred a
loss from operations of $572 during the three month period ended
June 30, 1998, the Partnership has generated income from
operations of $85 and cash flow from operations of $761 during
the first six months of 1998. Also, at June 30, 1998 the
Partnership had cash and cash equivalents of $3,238 and a $1,700
line of credit available to fund the operating activities of the
Partnership. In addition, the Partnership is able to defer cash
interest payments on the Extendible Notes 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 to undertake marketing
efforts to increase attendance and pari-mutuel handle at the Race
Park in order to generate additional income. Also, management
intends to undertake further efforts aimed toward the adoption of
legislation legalizing additional forms of gaming at the Race
Park in order to increase revenues. Management is analyzing
various proposals to develop new forms of businesses at the Race
Park in an effort to raise new sources of income and to draw
additional attendance to the Race Park. Nonetheless, 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 refinance the Extendible Notes,
alternative sources of funding will be necessary. Although 74.2%
of the Extendible Notes are owned by MAXXAM, there can be no
assurance that the Partnership will be able to 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 sheets at
June 30, 1998 and December 31, 1997, 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 simulcasting 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 pari-mutuel operations for the three
and six months ended June 30, 1998 and 1997 is as follows:
Three Months Six Months Ended
Ended June 30,
June 30,
1998 1997 1998 1997
Number of live race days 4 20 49 78
Live handle $ 818 $ 3,372 $ 9,366 $ 11,161
Guest simulcasting handle 27,487 25,469 50,846 47,216
Host simulcasting handle 7,485 22,240 85,076 91,315
$35,790 $51,081 $145,288 $149,692
Net commissions from live $ 97 $ 398 $ 1,121 $ 1,324
racing
Net commissions from guest 2,457 2,253 4,534 4,186
simulcasting
Net commissions from host 148 450 1,667 1,865
simulcasting
$ 2,702 $ 3,101 $ 7,322 $ 7,375
4. Notes Payable Notes payable consist of the
following:
June 30, December
1998 31,
------- 1997
-------
11% Senior Secured Extendible Notes due
September 1, 2001 (net of unamortized
discount of $13,941 in 1998 and
$14,942 in 1997) $35,463 $31,886
Accrued interest to be paid in-kind 1,358 1,288
------- -------
36,821 33,174
Unsecured promissory notes 197 208
Payable to Limited Partners 23 23
------ -------
Total 37,041 33,405
Less current portion included in other
liabilities (8) (12)
------- -------
$37,033 $33,393
======= ======
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. 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 include $188 for the three months ended June
30, 1998 and 1997, respectively, and $375 for the six months
ended June 30, 1998 and 1997, respectively, in management fees
due to the Managing General Partner. 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 $121 for the three months ended June 30, 1998 and
1997, respectively, and $266 and $252 for the six months ended
June 30, 1998 and 1997, respectively, related to the costs
incurred for services provided by MAXXAM and certain of its
subsidiaries. The Partnership also incurred fees of $45 and$74
during the three months ended June 30, 1998 and 1997,
respectively, and $59 and $157 for the six months ended June 30,
1998 and 1997, respectively, for legal and other consulting
services performed by other affiliates.
6. 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 three and six months ended June 30,
1998 and 1997:
Three Months Six Months Ended
Ended June 30,
June 30, ------------
------------
1998 1997 1998 1997
------ ----- ------ ------
Number of live race days 4 20 49 78
Number of simulcast only 87 71 132 103
days
Average daily attendance -
live race days 3,545 3,835 3,171 2,838
Average daily attendance -
simulcast days 982 830 806 716
Average live per capita $ 58 $ 44 $ 60 $ 50
wager
Average combined live and
guest per capita gross
wager - live race days 159 140 174 164
Average guest per capita
gross 305 307 311 300
wager - simulcast days
(Amounts in thousands)
Live handle $ 818 $ 3,372 $ 9,366 $ 11,161
Guest simulcasting handle 27,487 25,469 50,846 47,216
Host simulcasting handle 7,485 22,240 85,076 91,315
------ ----- ----- ------
$35,790 $ 51,081 $145,28 $149,692
====== =====8
Net commissions from live
racing $ 97 $ 398 $ 1,121 $ 1,324
Net commissions from guest
simulcasting 2,457 2,253 4,534 4,186
Net commissions from host
simulcasting 148 450 1,667 1,865
------ ----- ------ ------
Total net pari-mutuel
commissions $ 2,702 $ 3,101 $ 7,322 $ 7,375
=== ====== ====== =====
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. The Race Park conducted
sixteen and twenty-nine fewer live racing performances during the three and
six months ended June 30, 1998, respectively, compared to the same periods
of 1997, which resulted in a decrease in commissions from live and host
simulcasting. The decrease in live racing days was due to the
length of the Partnership's spring thoroughbred meet, which ended on April
5, 1998 versus May 4, 1997, and due to the elimination of live racing on
Wednesdays and on certain Thursdays. The impact of fewer live race days was
partially offset by an increase in average daily live and host simulcasting
handle and commissions. Average daily live handle increased due to both
a 12% increase in attendance and a 20% increase in per capita wagering
on live race days. The increase in average attendance was primarily a
result of the discontinuation of live racing on Wednesdays in 1998, which
have historically generated lower average attendance levels.
Management believes that an increase in average daily purses paid and the
continuation of the Partnership's fan education program were the principal
reasons for the increase in per capita wagering on live race days. Average
daily host simulcasting handle increased due to increased wagering at the
majority of the racetracks and off-track wagering facilities receiving the
Race Park's simulcast signal due to an improvement in the quality of the
racetrack's racing program primarily as a result of an increase in average
daily purses paid. An increase in the average guest per capita wager for the
six months ended June 30, 1998 resulted in an increase in handle and net
pari-mutuel commissions from guest simulcasting compared to the same period
in 1997. During March, 1998, the Partnership began offering wagering on
greyhound racing broadcasts from Corpus Christi Greyhound and in June,
1998, the Partnership began offering wagering on signals broadcast from
out-of-state greyhound tracks. The increase in both guest simulcasting handle
and net pari-mutuel commissions during the second quarter of 1998 is
primarily a result of the addition of this cross-breed simulcasting. Through
June 30, 1998, wagering on greyhound racing contributed $1,953,000 of
guest simulcasting handle.
During July, 1998, the Partnership began offering
wagering on the signal broadcast from the greyhound track located
in the greater Houston market area (Gulf Greyhound), which
contributed to an increase in average daily wagering on simulcast
greyhound signals to more than $60,000 per day for the month.
The Partnership plans to continue to offer a similar schedule of
greyhound racing signals under the laws passed during the 1997
legislative session and the rules promulgated by the Texas Racing
Commission.
Food and beverage revenues decreased during the three
and six months ended June 30, 1998 compared to the same periods
in 1997 due to a decrease in the number of live race days.
Admissions, parking and other revenue increased for the six
months ended June 30, 1998 compared to the same period in 1997
due primarily to the increase in average daily attendance on
simulcast only days and the sale of additional corporate
sponsorships and advertising packages. Other revenues for the
six months ended June 30, 1998 were comparable to those for the
same period during 1997, even with the decrease in the number of
live race days during the period, due to the increase in average
daily attendance.
Income (Loss) from Operations.The loss from operations for the
three months ended June 30, 1998 was comparable to that of the
same period in 1997, as revenues and expenses both dropped
proportionately with the number of live race days. The
Partnership reported income from operations of $85,000 for the
six months ended June 30, 1998, versus a loss from operations of
$422,000 for the same period of 1997. In addition to the factors
affecting revenues between the periods discussed above, operating
expenditures declined for both the three and six months ended
June 30, 1998 as compared to the same periods in 1997. Overall,
costs and expenses generally decreased with the reduction in the
number of live race days. Management and consulting fees were
lower as a result of reduced lobbying efforts upon the
adjournment of the 1997 Texas State legislature.
Net loss.Net loss reflects the income or loss 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 and six month periods ended
June 30, 1998 as compared to the prior periods 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 June 30, 1998, the
Partnership had cash and cash equivalents of $3,238,000 compared
to $2,728,000 at December 31, 1997. The increase in cash and
cash equivalents is due to the accumulation of cash generated
from operating activities, offset by capital expenditures made
during the period. At June 30, 1998, the Partnership also had
restricted cash of $3,237,000 compared to $4,841,000 at December
31, 1997. The decline in restricted cash was due to the annual
payment of property taxes in the first quarter along with the
payment of amounts due to horsemen for purses, stakes and awards
related to the spring thoroughbred meet. The balance of
Extendible Notes has increased during the six months ended June
30, 1998 due to the issuance of additional Extendible Notes as
payment in-kind for accrued interest and 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: August 10, 1998
By: /S/ MICHAEL J. VITEK
Michael J. Vitek
Vice President of Accounting