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, 1999
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 / /
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INDEX
PAGE
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 1999 and December 31, 1998 3
Consolidated Statements of Operations for three months ended
March 31, 1999 and 1998 4
Consolidated Statements of Cash Flows for three months ended
March 31, 1999 and 1998 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 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature S-1
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
March 31, December
1999 31,
-------- 1998
--------
Unaudited
ASSETS
Current assets:
Cash and cash equivalents $ 5,011 $ 3,764
Restricted cash 1,791 3,608
Accounts receivable, net of allowance for doubtful
accounts of $52 and $51, respectively 3,315 2,126
Prepaid expenses and other current assets, net of
accumulated amortization of $17 and 14, respectively 645 492
-------- -------
Total current assets 10,762 9,990
-------- -------
Property and equipment, net of accumulated depreciation
of $3,255 and $2,989, respectively 25,327 25,499
-------- --------
$ 36,089 $35,489
======== ========
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable $ 2,690 $ 2,232
Property taxes payable 263 1,040
Other liabilities 1,754 1,938
Amounts due to horsemen 1,221 2,295
-------- --------
Total current liabilities 5,928 7,505
-------- --------
Long-term liabilities:
Notes payable 43,211 41,081
Deferred management fees 3,081 2,826
-------- --------
Total liabilities 52,220 51,412
-------- --------
Commitments and contingencies (Notes 1 and 6)
Partners' deficit (16,131) (15,923)
-------- --------
$ 36,089 $35,489
======== ========
/TABLE
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
Three Months
Ended
March 31,
-----------------
1999 1998
-------- --------
(Unaudited)
Revenues:
Pari-mutuel commissions, net $ 5,889 $ 4,620
Food and beverage sales 1,200 1,019
Admissions, parking and other 1,004 922
-------- --------
8,093 6,561
-------- --------
Costs and expenses:
Cost of pari-mutuel operations 550 451
Cost of food and beverage operations 571 484
Other operating 712 757
Salaries and wages 2,302 2,187
Management and other professional fees 466 422
Marketing and advertising 449 489
Utilities 313 326
Property taxes 283 306
Depreciation and amortization 269 239
General and administrative 236 243
-------- --------
6,151 5,904
-------- --------
Income from operations 1,942 657
Other income (expense):
Interest income 50 26
Interest expense (2,200) (1,778)
-------- --------
(2,150) (1,752)
-------- -------
Net loss $ (208) $(1,095)
======== ========
/TABLE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
Three Months
Ended
March 31,
-----------------
1999 1998
-------- --------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (208) $(1,095)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 269 239
Amortization of discounts on long-term
debt 696 441
Decrease in restricted cash 1,817 1,244
Increase in accounts receivable (1,189) (697)
Increase in prepaid expenses and other (156) (162)
Increase in accounts payable 458 200
Increase in deferred management fees 255 234
Increase in accrued interest 1,434 1,288
Decrease in property taxes payable (777) (831)
Decrease in amounts due to horsemen (1,074) (396)
Decrease in other liabilities (184) (31)
-------- --------
Net cash provided by operating
activities 1,341 434
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (94) (161)
-------- --------
Net cash used for investing
activities (94) (161)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable - (4)
-------- --------
Net cash used for financing
activities - (4)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 1,247 269
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,764 2,728
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,011 $ 2,997
======== ========
/TABLE
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"). 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, 1999, wholly
owned subsidiaries of MAXXAM held, directly or indirectly, an aggregate
98.3% interest in the Partnership, consisting of a 33.5% general partner
interest (including a 32.5% interest by virtue of its ownership of 97.5% 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, 1998 (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, 1999,
the consolidated results of its operations for the three months ended March
31, 1999 and 1998, and its consolidated cash flows for the three months
ended March 31, 1999 and 1998.
FUTURE CASH REQUIREMENTS
The Partnership generated income from operations of $1,942 during
the first three months of 1999. In addition, the Partnership had cash and
cash equivalents of $5,011 and a $1,700 line of credit at March 31, 1999
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 to put forth marketing efforts to
increase attendance and pari-mutuel handle at the Race Park in order to
generate additional 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 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 repay or refinance the
Extendible Notes, alternative sources of funding will be necessary.
Although 97.5% 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, 1999 and December 31, 1998,
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 pari-mutuel operations for the three months
ended March 31, 1999 and 1998 is as follows:
Three Months
Ended
March 31,
-----------------
1999 1998
-------- --------
Number of live race days 50 45
Live handle $ 9,562 $ 8,549
Guest simulcasting handle 28,374 23,358
Host simulcasting handle 109,043 77,537
------- -------
$146,979 $109,444
======== ========
Net commissions from live racing $ 1,256 $ 1,024
Net commissions from guest simulcasting 2,523 2,077
Net commissions from host simulcasting 2,110 1,519
-------- --------
$ 5,889 $ 4,620
======== ========
4. NOTES PAYABLE
Notes payable consist of the following:
March December
31, 31,
1999 1998
-------- --------
11% Senior Secured Extendible Notes due
September 1, 2001 (net of unamortized
discount of $11,988 in 1999 and $12,684
in 1998) $40,132 $39,436
Accrued interest to be paid in-kind 2,867 1,433
-------- --------
42,999 40,869
Unsecured promissory notes 197 197
Payable to Limited Partners 23 23
-------- --------
Total 43,219 41,089
Less current portion included in other
liabilities (8) (8)
-------- --------
$43,211 $41,081
======== ========
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 for the three months ended
March 31, 1999 and 1998 include $255 and $234, respectively, in management
fees due to the Managing General Partner which includes interest of $67 and
$46, 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 $129
and $133 for the three months ended March 31, 1999 and 1998, respectively,
related to the costs incurred for services provided by MAXXAM and certain
of its subsidiaries. Included in accounts payable at March 31, 1999 and
December 31, 1998 were obligations to MAXXAM for such costs of $44 and $45,
respectively. The Partnership also incurred fees of $16 and $14 during the
three months ended March 31, 1999 and 1998, respectively, for legal and
other consulting services performed by other affiliates.
6. COMMITMENTS AND CONTINGENCIES
During March 1999, the Race Park formed SHRP Valley LLC, a
wholly-owned limited liability company, which then entered into a six-year
agreement with a company to lease a greyhound track located in Harlingen,
Texas. A management agreement was also entered into between the parties in
connection with the management of the associated pari-mutuel wagering
license. The Race Park also has an option to purchase 100% of the equity
interest in the company that owns the greyhound track and the wagering
license for the term of the lease, subject to certain conditions. Lease
payments under the terms of the agreement total $300 annually. The
agreements are contingent upon the satisfactory completion of a 90-day due
diligence and feasibility study currently being conducted by the Race Park.
If the due diligence study is satisfactory, Race Park management plans to
re-open the facility and conduct year around horse and dog simulcasting and
a season of live greyhound racing at the track. The transaction is also
subject to the approval of the Texas Racing Commission.
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 months ended March 31, 1999 and 1998:
Three Months
Ended
March 31,
-----------------
1999 1998
-------- --------
Number of live race days 50 45
Number of simulcast only days 40 45
Average daily attendance - live race days 3,128 3,137
Average daily attendance - simulcast only days 680 489
Average live per capita wager $ 61 $ 61
Average combined live and guest per capita gross wager
- - live race days 194 176
Average guest per capita gross wager - simulcast only
days 305 336
(Amounts in thousands)
Live handle $ 9,562 $ 8,549
Guest simulcasting handle - horses 23,024 22,911
Guest simulcasting handle - greyhounds 5,350 447
Host simulcasting handle 109,043 77,537
-------- --------
$146,979 $109,444
======== ========
Net pari-mutuel commissions:
Live racing $ 1,256 $ 1,024
Guest simulcasting - horses 1,889 1,973
Guest simulcasting - greyhounds 634 104
Host simulcasting 2,110 1,519
-------- --------
Total net pari-mutuel commissions $ 5,889 $ 4,620
======== ========
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 five more
live racing performances during the three months ended March 31, 1999,
compared to the same period of 1998. Live and host simulcasting handle and
net pari-mutuel commissions increased significantly during the three months
ended March 31, 1999 as compared to the same period in 1998. Live handle
increased by 12% and live commissions increased by 23% due to the addition
of the five live racing days. Host simulcasting handle increased by 41%
and host commissions increased by 39% due to an increase in wagering at
most of the racetracks and off-track wagering facilities receiving the Race
Park's thoroughbred simulcast signal and due to the additional live racing
days. The 39% increase in average daily attendance on simulcast only days
and similar increased simulcast attendance on live days for the three
months ended March 31, 1999 resulted in a 21% increase in total handle and
net pari-mutuel commissions from guest simulcasting compared to the same
period in 1998. Net commissions on guest horse simulcasting decreased
slightly due to a change in how amounts are allocated to purses for winning
horsemen in accordance with the Texas Racing Act. As such, this increase
in total guest commissions is primarily due to the addition of cross-breed
simulcasting as described in the following paragraph.
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 races broadcast from
certain out-of-state greyhound tracks. During July 1998, the Partnership
began offering wagering on races broadcast from the greyhound track located
in the greater Houston market area (Gulf Greyhound); however, that signal
was no longer available as of the end of December 1998. Average daily
wagering on simulcast greyhound signals approximated $60,000 per day for
the three months ended March 31, 1999. It is uncertain how the introduction
of cross-breed wagering impacted guest simulcasting on horses and to what
extent, if any, that its growth has been slowed by greyhound wagering.
Food and beverage revenues increased during the three months
ended March 31, 1999 compared to the same period in 1998 due to the
increases in average daily attendance discussed above. Admissions, parking
and other revenue also increased for the three months ended March 31, 1999
compared to the same period in 1998 due primarily to the increase in the
number of live race days and the sale of additional corporate sponsorships
and advertising packages.
Income from Operations. Income from operations for the three
months ended March 31, 1999 was $1,942,000 compared to $657,000 for the
same period in 1998, as revenues increased by 23% while costs and expenses
increased by only 4%. In addition to the factors affecting revenues
between the periods discussed above, cost of operations and salaries and
wages declined as a percent of revenue from 59% to 51% for the three months
ended March 31, 1999 as compared to the same period in 1998. Overall,
costs and expenses generally increased with the increase in revenues and
with the increase in live racing days.
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, 1999 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, 1999, the Partnership had cash and cash equivalents
of $5,011,000 compared to $3,764,000 at December 31, 1998. 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 March 31, 1999, the Partnership also had restricted cash of
$1,791,000 compared to $3,608,000 at December 31, 1998. 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, 1999 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.
YEAR 2000
The Partnership is currently in the process of assessing both its
information technology systems and its embedded technology in order to
determine that they are, or will be, Year 2000 compliant. Management has
already determined that its financial data processing hardware and software
are compliant and is presently working with certain key third parties and
support groups of its embedded technology to ensure that they are taking
appropriate measures to assure compliance. Management believes that the
total cost of remediation to the Partnership will not exceed $100,000. The
most significant area still being evaluated pertains to certain key third
parties, in particular, the firm that provides totalisator services to it
and others in the horse racing industry. These data processing services
are required in order for the Race Park to conduct pari-mutuel wagering in
the State of Texas. Management, as well as the thoroughbred racing
industry's association, has received assurances that such systems will be
compliant by the second quarter of 1999. However, management is evaluating
other third party providers of these and other services and equipment in
the event that any such vendors cannot provide evidence of Year 2000
compatibility in sufficient time to effect a change.
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 14, 1999 By: /S/ MICHAEL J. VITEK
----------------------------------
Michael J. Vitek
Vice President of Accounting