<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 30, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from____________________to____________________________
Commission file number 0-24377
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Cleveland Indians Baseball Company, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1861303
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2401 Ontario Street, Cleveland, Ohio 44115
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 216-420-4200
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report.
Indicate by check[CHECK] 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 No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class A Common Stock 4,139,376 Shares
Class B Common Stock 2,283,957 Shares
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(Class) (Outstanding on July 30, 1998)
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<TABLE>
PART I. FINANCIAL INFORMATION
<CAPTION>
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Item 1. Condensed Consolidated and Combined Financial Statements: PAGE
a) Condensed Consolidated and Combined Balance Sheets as of June 30, 1998
and December 31, 1997 3
b) Condensed Consolidated and Combined Statements of Income for the Company
for the period from June 9, 1998 to June 30, 1998 and for the Predecessor
Group for the period from January 1, 1998 to June 8, 1998 and for the
six months ended June 30, 1997 4
c) Condensed Consolidated and Combined Statements of Income for the Company
for the period from June 9, 1998 to June 30, 1998 and for the Predecessor
Group for the period from April 1, 1998 to June 8, 1998 and for the
three months ended June 30, 1997 5
d) Condensed Consolidated and Combined Statements of Cash Flows for the Company
for the period from June 9, 1998 to June 30, 1998 and for the Predecessor
Group for the period from January 1, 1998 to June 8, 1998 and for the
six months ended June 30, 1997 6
e) Notes to Condensed Consolidated and Combined Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 17
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
</TABLE>
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CLEVELAND INDIANS BASEBALL COMPANY, INC. AND
CLEVELAND INDIANS PREDECESSOR GROUP
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THE
THE PREDECESSOR
COMPANY GROUP
---------------- ----------------
JUNE 30, DECEMBER 31,
1998 1997
(UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,035 $ 3,732
Investments 36,344 57,909
Receivables and accrued income 13,584 7,867
Merchandise inventories 1,813 1,568
Prepaid expenses and other current assets 2,449 5,040
Deposit for grievance settlement 9,320 9,079
------------ ------------
Total current assets 64,545 85,195
FIXED ASSETS:
Leasehold improvements, furniture and fixtures and other equipment, at cost 9,024 7,685
Less accumulated depreciation and amortization 3,271 2,757
------------ ------------
Total fixed assets, net 5,753 4,928
PREPAID SIGNING BONUSES AND PLAYER
CONTRACTS (Net of accumulated amortization) 11,059 10,743
INTANGIBLE ASSETS (Net of accumulated amortization) 10,784 11,048
OTHER ASSETS 12,047 6,238
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TOTAL $ 104,188 $ 118,152
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 18,458 $ 16,941
Deferred revenue 37,982 41,375
Current portion of long-term debt 844 7,496
Reserve for players' grievance damages 9,320 9,079
------------ ------------
Total current liabilities 66,604 74,891
LONG-TERM LIABILITIES 54,371 45,811
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST 2,615 --
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred shares, without par value; 1,000,000 shares authorized;
no shares issued and outstanding -- --
Class A common shares, without par value; 27,000,000 shares
authorized; 4,139,376 shares issued and outstanding 55,800 --
Class B common shares, without par value; 3,000,000 shares
authorized; 2,283,957 shares issued and outstanding 5,125 --
Additional paid in capital 4,700 --
Retained earnings (deficit) (85,027) --
Owners' equity (deficit) -- (2,550)
------------ ------------
Total shareholders' equity (deficit) (19,402) (2,550)
------------ ------------
TOTAL $ 104,188 $ 118,152
============ ============
</TABLE>
See notes to condensed consolidated and combined financial statements.
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CLEVELAND INDIANS BASEBALL COMPANY, INC. AND
CLEVELAND INDIANS PREDECESSOR GROUP
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
(UNAUDITED AND IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THE COMPANY THE PREDECESSOR GROUP
---------------- ---------------------------------
PERIOD JUNE 9, PERIOD JANUARY 1, SIX MONTHS
1998 TO 1998 TO ENDED
JUNE 30,1998 JUNE 8, 1998 JUNE 30,1997
<S> <C> <C> <C>
REVENUES:
Net ticket sales $ 9,413 $ 19,248 $ 23,416
Local radio and television 1,818 7,311 8,777
Concession and catering 2,733 5,292 6,483
Private suite and club seat rentals 1,638 3,160 4,349
Advertising and promotion 1,703 3,284 4,166
Merchandise 1,740 5,540 6,451
Major Leagues Central Fund 703 2,206 3,309
Other (primarily Major League
Baseball Properties) 266 1,509 1,769
Provision for revenue sharing (1,461) (3,041) (3,021)
--------------- ------------ ----------
Total revenues 18,553 44,509 55,699
--------------- ------------ ----------
OPERATING EXPENSES:
Major league team 7,534 28,380 32,724
Player development 879 5,241 5,465
Ballpark operations 1,554 4,969 6,226
Cost of merchandise sold 1,085 4,144 5,241
Administrative and general 916 5,344 5,388
Major Leagues Central Fund 403 1,569 2,471
Advertising and promotion 259 1,741 2,395
Amortization of signing bonuses
and player contracts 496 1,779 1,705
Depreciation and amortization 121 778 770
--------------- ------------ ----------
Total operating expenses 13,247 53,945 62,385
--------------- ------------ ----------
OPERATING INCOME (LOSS) 5,306 (9,436) (6,686)
OTHER INCOME (EXPENSE):
Interest income:
Affiliate -- 595 777
Other 199 1,978 1,471
Interest expense (169) (1,191) (884)
Gain (loss) on player transactions -- (1,604) 114
--------------- ------------ ----------
INCOME (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES 5,336 (9,658) (5,208)
MINORITY INTEREST 2,615 -- --
PROVISION FOR INCOME TAXES 915 -- --
--------------- ------------ ----------
NET INCOME (LOSS) $ 1,806 $ (9,658) $ (5,208)
=============== ============ ==========
EARNINGS PER SHARE $ 0.28
===============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES 6,423,333
===============
</TABLE>
See notes to condensed consolidated and combined financial statements.
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CLEVELAND INDIANS BASEBALL COMPANY, INC. AND
CLEVELAND INDIANS PREDECESSOR GROUP
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
(UNAUDITED AND IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THE COMPANY THE PREDECESSOR GROUP
---------------- ----------------------------------------
PERIOD JUNE 9, PERIOD APRIL 1, THREE MONTHS
1998 TO 1998 TO ENDED
JUNE 30,1998 JUNE 8, 1998 JUNE 30,1997
<S> <C> <C> <C>
REVENUES:
Net ticket sales $ 9,413 $ 18,155 $ 22,014
Local radio and television 1,818 7,273 8,777
Concession and catering 2,733 5,272 6,373
Private suite and club seat rentals 1,638 3,160 4,349
Advertising and promotion 1,703 3,284 4,166
Merchandise 1,740 4,108 5,408
Major Leagues Central Fund 703 2,206 3,309
Other (primarily Major League
Baseball Properties) 266 834 1,121
Provision for revenue sharing (1,461) (2,818) (2,817)
--------------- --------------- ---------------
Total revenues 18,553 41,474 52,700
--------------- --------------- ---------------
OPERATING EXPENSES:
Major league team 7,534 25,950 31,212
Player development 879 2,757 3,029
Ballpark operations 1,554 2,996 4,382
Cost of merchandise sold 1,085 2,562 3,806
Administrative and general 916 2,871 3,117
Major Leagues Central Fund 403 1,266 2,211
Advertising and promotion 259 814 1,111
Amortization of signing bonuses
and player contracts 496 1,554 1,601
Depreciation and amortization 121 381 385
--------------- --------------- ---------------
Total operating expenses 13,247 41,151 50,854
--------------- --------------- ---------------
OPERATING INCOME 5,306 323 1,846
OTHER INCOME (EXPENSE):
Interest income:
Affiliate -- -- 383
Other 199 625 634
Interest expense (169) (530) (455)
Gain on player transactions -- -- 114
--------------- --------------- ---------------
INCOME BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES 5,336 418 2,522
MINORITY INTEREST 2,615 -- --
PROVISION FOR INCOME TAXES 915 -- --
--------------- --------------- ---------------
NET INCOME $ 1,806 $ 418 $ 2,522
=============== =============== ===============
EARNINGS PER SHARE $ 0.28
===============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES 6,423,333
===============
</TABLE>
See notes to condensed consolidated and combined financial statements.
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CLEVELAND INDIANS BASEBALL COMPANY, INC. AND
CLEVELAND INDIANS PREDECESSOR GROUP
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED AND IN THOUSANDS)
<TABLE>
<CAPTION>
THE COMPANY THE PREDECESSOR GROUP
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PERIOD JUNE 9, PERIOD JANUARY 1, SIX MONTHS
1998 TO 1998 TO ENDED
JUNE 30,1998 JUNE 8, 1998 JUNE 30,1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,806 $ (9,658) $ (5,208)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Minority interest 2,615 -- --
Depreciation and amortization 617 2,557 2,475
(Gain) loss on player transactions -- 1,604 (114)
Increase in receivables and accrued income (2,784) (2,933) (12,925)
(Increase) decrease in merchandise inventories 93 (338) (1,261)
(Increase) decrease in prepaid expenses and
other current assets 685 (194) (106)
(Increase) decrease in other assets 969 (497) 1,207
Increase (decrease) in accounts payable and
accrued liabilities (60) 4,592 7,517
Increase (decrease) in deferred revenue (11,051) 7,432 4,817
Increase in deferred compensation 5 635 2,427
Increase in long-term liabilities 106 407 150
--------------- --------------- ---------------
Net cash provided by (used in) operating activities (6,999) 3,607 (1,021)
--------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of short-term investments, net 6,827 14,300 14,242
Purchase of long-term investments (425) (1,156) (502)
Expenditures for cash surrender value of life insurance -- -- (219)
Proceeds from sale of player contracts 248 413 312
Capital expenditures (209) (1,062) (1,712)
Expenditures for the purchase of player contracts
and signing bonuses (342) (4,007) (1,732)
(Increase) decrease in loan to general partner -- 35,500 (12,153)
Acquisition of partnership interest (55,800) -- --
--------------- --------------- ---------------
Net cash provided by (used in) investing activities (49,701) 43,988 (1,764)
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Major League Baseball Revolving
Credit Agreement -- -- 12,153
Payment of debt issuance costs -- (192) (96)
Net proceeds from sale of common stock 55,800 -- --
Distributions to general partner -- (49,200) (4,657)
--------------- --------------- ---------------
Net cash provided by (used in) financing activities 55,800 (49,392) 7,400
--------------- --------------- ---------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (900) (1,797) 4,615
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,935 3,732 654
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,035 $ 1,935 $ 5,269
=============== =============== ===============
</TABLE>
See notes to condensed consolidated and combined financial statements.
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CLEVELAND INDIANS BASEBALL COMPANY, INC.
AND CLEVELAND INDIANS PREDECESSOR GROUP
NOTES TO CONDENSED CONSOLIDATED AND COMBINED
FINANCIAL STATEMENTS
(UNAUDITED AND IN THOUSANDS, EXCEPT SHARE DATA)
1. ORGANIZATION AND BASIS OF PRESENTATION
Cleveland Indians Baseball Company, Inc., an Ohio corporation (the
"Company"), was formed to acquire the 51% sole general partnership
interest of, and controlling interest in, Cleveland Indians Baseball
Company Limited Partnership, an Ohio limited partnership (the "Operating
Partnership"). The historical financial information prior to June 9, 1998
includes the combined operations of Cleveland Indians Baseball Company
Limited Partnership and Ballpark Management Company (collectively, the
"Predecessor Group" or the "Predecessor").
On June 9, 1998, the Company commenced operations after completing an
initial public offering of 4,000,000 common shares (the "Offering"). The
4,000,000 common shares were issued at a price per share of $15.00,
generating gross proceeds of $60,000. The aggregate proceeds to the
Company, net of underwriters' discount were approximately $55,800. The
Company utilized these net proceeds to purchase its 51% general
partnership interest in the Operating Partnership and to engage in the
other transactions described below.
The following transactions occurred simultaneously with the completion of
the Offering (collectively, the "Formation Transactions"):
* The Company issued and sold 133,233 common shares to the original
shareholders and Martin J. Cleary at a purchase price of $15.00 per
share.
* Ballpark Management Company ("Ballpark Management") and MJC Baseball
("MJC") were merged with and into the Company.
* The Company contributed to the Operating Partnership all of the
assets, business, contract rights and liabilities held by Ballpark
Management immediately prior to the mergers in exchange for
partnership interests in the Operating Partnership.
* Upon completion of the contribution described above, the Company
purchased additional general partnership interests from Cleveland
Baseball Company ("CBC") with the net proceeds of the Offering. Upon
completion of the purchase, the Company became the sole general
partner of the Operating Partnership with a 51% interest in the
Operating Partnership. Upon completion of the sale of partnership
interests, CBC converted its remaining general partnership interest
into a 49% limited partnership interest in the Operating
Partnership.
The consolidated financial statements of the Company include all the
accounts of the Company and its majority-owned Operating Partnership. The
financial statements reflect the acquisition of the partnership interest
at its historical basis of accounting as the acquired interest was from
the Predecessor's owners who continue as investors. The accompanying
combined financial statements for the Predecessor Group have been
presented on a combined basis due to common ownership and management;
therefore, its combined financial statements are presented for comparative
purposes. All significant intercompany balances and transactions have been
eliminated.
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2. INTERIM FINANCIAL STATEMENTS
The accompanying interim financial statements are unaudited; however, the
financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and in
conjunction with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the disclosures
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting solely of normal recurring matters) necessary for a fair
presentation of the financial statements for these interim periods have
been included. The results of operations for the interim periods are not
necessarily indicative of the results to be obtained for the full fiscal
year. These financial statements should be read in conjunction with the
Company's prospectus dated June 4, 1998, and the combined financial
statements and notes thereto of the Cleveland Indians Baseball Company
Limited Partnership and Ballpark Management Company included therein.
The results of operations for the Company for the period from June 9, 1998
through June 30, 1998 reflect the results of approximately three weeks of
operations which include 18 games; 14 of which were played at home and 4
played at opposing teams' parks. This disproportionate mix of home games
is the key contributing factor influencing the results of operations for
this period. The results of operations for this period are not necessarily
indicative of the results to be obtained for the remainder of the full
fiscal year.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE AND EXPENSE RECOGNITION - Revenue from ticket sales is recognized
at the time the home game, to which such proceeds relate, is played. Major
league team expenses, principally player compensation, are recorded as
expense over the entire Major League Baseball regular season.
MINORITY INTEREST - Minority interest relates to the interest in the
Operating Partnership that is not owned by the Company, which, at June 30,
1998, amounted to 49%.
INCOME TAXES - The Company will be taxed on its taxable income at
applicable corporate rates commencing with the period ending December 31,
1998. As a result of the Offering, the Company has recorded deferred tax
assets of $3,785, net of valuation allowances, as of June 30, 1998. These
deferred tax assets have been credited to additional paid-in capital.
EARNINGS PER SHARE - Earnings per share is calculated based on the
weighted average number of common shares outstanding. The assumed exercise
of outstanding stock options, using the treasury stock method, is not
dilutive and, therefore, such amounts are not presented.
4. MAJOR LEAGUE BASEBALL REVOLVING CREDIT AGREEMENT
In April 1998, the terms of the Company's revolving credit facility were
renegotiated. The new terms of the facility require interest only
payments, in addition to other fixed fees of $123 annually, through April
17, 2001, at which time the facility may convert to a four year term loan
with principal repayments on the outstanding balance as follows: 15% in
the first year, 20% in the second year, 25% in the third year and 40% in
the fourth year. Accordingly, the outstanding balance of $35,500 at June
30, 1998 is reflected in long-term liabilities. The interest rate on the
facility based upon LIBOR plus .35%, was 6.07% at June 30, 1998.
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5. LONG-TERM INCENTIVE PLAN
The Company has established a long-term incentive plan for the purpose of
attracting, retaining and rewarding key employees of the Company and its
affiliates and members of the Board of Directors and to strengthen the
mutuality of interest between such key employees and the Company's
shareholders. In conjunction with the Offering, the Company granted stock
options with respect to 219,350 common shares to directors, officers and
employees. All of such options were issued at an exercise price of $15.00.
The options will vest in three equal annual increments beginning one year
after the date of grant and will expire ten years after the date of grant.
As of June 30, 1998, the Company had granted options with respect to
219,350 common shares and an additional 480,650 common shares were
reserved for issuance under the Company's long-term incentive plan.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report.
OVERVIEW
Management's Discussion and Analysis of Results of Operations and
Financial Condition include certain forward-looking statements about the
Company's business, revenues, expenditures and operating and capital
requirements. In addition, forward-looking statements may be included in various
other Company documents to be issued in the future and in various oral
statements by Company representatives to security analysts and investors from
time to time. Any such statements are subject to risks that could cause the
actual results or needs to vary materially. The risks and uncertainties
associated with the forward-looking information are discussed in detail in the
Company's prospectus dated June 4, 1998.
Cleveland Indians Baseball Company, Inc., an Ohio corporation (the
"Company"), was formed to acquire the sole general partnership interest of, and
controlling interest in, Cleveland Indians Baseball Company Limited Partnership,
an Ohio limited partnership (the "Partnership"). The historical financial
information prior to June 9, 1998 includes the combined operations of Cleveland
Indians Baseball Company Limited Partnership and Ballpark Management Company
(collectively, the "Predecessor Group" or the "Predecessor"). The Company
commenced operations on June 9, 1998 after completing an initial public offering
of 4,000,000 common shares. For financial reporting purposes, the operations for
the six-month and three-month periods ended June 30, 1998 have been segregated
between the Predecessor Group and the Company. The Company has recorded
operating income of $5.3 million for the period June 9, 1998 through June 30,
1998 and the Predecessor Group has recorded an operating loss of $9.4 million
for the period January 1 through June 8, 1998. For the period April 1, 1998
through June 8, 1998, the Predecessor Group has recorded operating income of
$0.3 million. This disproportionate share of operating income recorded in the
period from June 9, 1998 to June 30, 1998 results from a high concentration of
home games during this period. Fourteen home games and four away games were
played during the twenty-two day period from June 9, 1998 through June 30, 1998.
The Company recognizes the majority of its revenue as home games are played
(i.e. net ticket sales, concessions and catering, private suite and club seat
rentals and merchandise) and the most significant expense, major league team
salaries, is recognized over the entire regular season. Management does not
believe that the operations, as presented, for the Predecessor Group and the
Company for these respective periods, examined individually, fairly represent
the operations during a normal quarter or six month period. In order to fairly
evaluate the operations of the Company, the operations for the Predecessor Group
and the Company should be combined for the six-month and three-month periods
ended June 30, 1998.
The Company derives substantially all of its revenue from (i) the sale
of tickets to home games, (ii) contracts with local broadcast organizations,
(iii) food and beverage concession sales, (iv) premium seating rents, (v)
advertising and promotional sales, (vi) merchandise sales and royalties, (vii)
its partnership in the Major Leagues Central Fund, and (viii) parking and
ancillary baseball related revenues. If the Indians qualify for post-season
playoffs, incremental revenues will be earned from similar sources.
The Company's operations are seasonal, commencing with the Major League
Baseball ("MLB") spring training camp that opens in mid-February and ending in
late September or early October. If the Indians qualify for post-season
playoffs, the team can play until the end of October, the duration of
participation contingent on continued winning at each level of post-season play
(the Division, League Championship and World Series). For financial reporting
purposes, the Company generally recognizes revenues and expenses on a
game-by-game basis. Because the Major League Baseball season begins in late
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<PAGE> 11
March or early April, the Company's first fiscal quarter, which ends on March
31, generally includes limited revenues and reflects a loss attributable to
fixed costs of operations during the quarter. Based on the 1998 Major League
Baseball regular season schedule, the Company will recognize approximately
one-half of its revenues in the second quarter and the remainder in the third
quarter. The number of home events scheduled, and ultimately played, in a given
quarter will significantly influence quarterly financial results from year to
year. Any post season revenue will generally be recognized in the fourth
quarter.
RESULTS OF OPERATIONS
The following discussion compares results from continuing operations of
the Company and the Partnership on a consolidated basis (including the
operations of the Predecessor Group) for the six-month and three-month periods
ended June 30, 1998 with the six-month and three-month periods ended June 30,
1997.
REVENUES
Revenue from net ticket sales increased 22%, or $5.2 million, in the
six-month period ended June 30, 1998 and 25%, or $5.5 million, in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increases were primarily attributable to a 12% increase in the average
ticket price coupled with a 12% increase in paid attendance. Paid attendance
increased as a result of three more home events played in the six-month period
ended June 30, 1998 and four more home events played in the three-month period
ended June 30, 1998 as compared to the same periods in 1997.
Concession and catering revenue increased 24%, or $1.5 million, in the
six-month period ended June 30, 1998 and 26%, or $1.6 million, in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increases were primarily attributable to increased consumer spending as a
result of early season warm weather and three more home events played in the
six-month period ended June 30, 1998 and four more home events played in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
Private suite and club seat rentals increased 10%, or $0.5 million, in
the six-month and three-month periods ended June 30, 1998, compared to the same
periods in 1997. The increase was primarily attributable to revenues from suite
and club seats of $0.3 million from a 4% average increase in the annual rental
fee, revenue associated with private restaurant memberships at the Terrace Club
of $0.1 million, and rental income of $0.1 million attributable to additional
suite rentals on a per game basis.
Advertising and promotional revenue increased 20%, or $0.8 million, in
the six-month and three-month periods ended June 30, 1998, compared to the same
periods in 1997. The increases were primarily due to a $0.5 million increase in
ballpark advertising signage and a $0.3 million increase in promotional revenue.
Approximately $0.2 million was due to rate increases and $0.6 million was
attributable to additional volume with new and existing advertisers.
Merchandise sales increased 13%, or $0.8 million, in the six-month
period ended June 30, 1998 and 8%, or $0.4 million, in the three-month period
ended June 30, 1998 as compared to the same periods in 1997. The increase in
both periods were primarily attributable to the Club's success in the 1997
post-season.
Major Leagues Central Fund revenues decreased 12%, or $0.4 million, in
the six-month and three-month periods ended June 30, 1998, compared to the same
periods in 1997. The decrease is primarily attributable to the expansion teams,
Arizona and Tampa Bay, commencing play and participation in the Central Fund
revenues in 1998 and a decrease in other sources of Central Fund revenue
associated with broadcasting and licensing.
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<PAGE> 12
Provision for revenue sharing increased 49%, or $1.5 million, for the
six-month period ended June 30, 1998 and 52%, or $1.5 million, for the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
These increases were primarily attributable to the increase in the revenue
sharing tax rate from 12% in 1997 to 16% in 1998 and an increase in net local
revenue as defined in the Collective Bargaining Agreement.
EXPENSES
Major league team operating costs increased 10%, or $3.2 million, in
the six-month period ended June 30, 1998 and 7%, or $2.3 million, in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increases were primarily due to major league roster salaries ($2.3 million
in the six-month period and $2.0 million in the three-month period) and
insurance ($0.6 million in the six-month period) resulting from player
contractual salary increases, as well as certain player acquisitions.
Additionally, field salaries increased $0.2 million from contractual increases
and team transportation increased by $0.1 million.
Player development costs increased 12%, or $0.6 million, in the
six-month period ended June 30, 1998 and 20%, or $0.6 million, for the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increases were primarily due to the addition of two specialty programs in
Santo Domingo, Dominican Republic and San Felipe, Venezuela of $0.2 million,
increased player and coaches salaries of $0.2 million, rate increases for spring
training housing of $0.1 million and additional medical insurance costs of $0.1
million.
Cost of merchandise sold remained even for the six-month period ended
June 30, 1998 and slightly decreased for the three-month period ended June 30,
1998 despite an increase in sales for both periods. These relationships were
primarily attributable to expenses associated with six shopping center kiosk
locations that were closed in the third quarter of 1997 ($0.5 million for the
six-month period and $0.2 million for the three-month period) and operating
efficiencies associated with the increase in overall sales.
Administrative and general expenses increased 16%, or $0.9 million, in
the six-month period ended June 30, 1998 and 22%, or $0.7 million, in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increases were primarily attributable to legal and consulting fees of $0.4
million, premiums of $0.2 million relating to Directors and Officers liability
insurance and rain-out coverage, and executive salaries ($0.3 million in the
six-month period and $0.1 million in the three-month period).
Major Leagues Central Fund expense decreased 20%, or $0.5 million, in
the six-month period ended June 30, 1998 and 24%, or $0.5 million, in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The decreases were primarily due to the funding of a revenue sharing shortfall
in 1997 created by the phasing in of revenue sharing. Additionally, the two
expansion teams, Arizona and Tampa Bay, are partially sharing in the Central
Fund in 1998.
Advertising and promotion expense decreased 16%, or $0.4 million, for
the six-month period ended June 30, 1998 as compared to the same period in 1997.
The decrease was primarily attributable to a $0.2 million reduction in
promotional expense due to a sponsor's payment for a promotional event in 1998
that was paid for by the Company in 1997, as well as the elimination of $0.2
million in advertising expense associated with a 1997 retail advertising
campaign.
Amortization of signing bonuses and player contracts increased 33%, or
$0.6 million, for the six-month period ended June 30, 1998 and 28%, or $0.5
million, for the three-month period ended June 30, 1998 as compared to the same
periods in 1997. The increase in both periods is primarily due to the
amortization of the cost associated with the extension of a player contract in
July 1997.
-12-
<PAGE> 13
Depreciation and amortization expense increased 17%, or $0.1 million,
in the six-month period ended June 30, 1998 and 30%, or $0.1 million, in the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increases were primarily attributable to capital expenditures associated
with the bleacher expansion in the Spring of 1997 and other capital expenditures
associated with ballpark and equipment improvements during 1998.
Interest income increased 23%, or $0.5 million, for the six-month
period ended June 30, 1998 and decreased 19%, or $0.2 million, for the
three-month period ended June 30, 1998 as compared to the same periods in 1997.
The increase in the six-month period was primarily attributable to increased
funds from advanced ticket sales of $0.7 million partially offset by a decrease
in interest from the loan to the General Partner of the Predecessor Group ($0.2
million in the six-month and three-month periods). On March 31, 1998, the
General Partner of the Predecessor Group repaid its $35.5 million indebtedness.
Interest expense increased 54%, or $0.5 million, in the six-month
period ended June 30, 1998 and 53%, or $0.2 million, in the three-month period
ended June 30, 1998 as compared to the same periods in 1997. The increase in
both periods is primarily attributable to an increase of $12.2 million in the
outstanding balance of the Major League Credit Facility partially offset by a
decrease in the interest rate effective as of April 1998.
Loss on player transactions of $1.6 million in the six-month period
ended June 30, 1998 as compared to the same period in 1997 is primarily due to a
February 1998 trade of one player, which included a provision requiring the
Company to pay a portion of the traded player's salary during the 1998 season.
Minority interest of $2.6 million for the period June 9, 1998 through
June 30, 1998 represents the 49% interest in the earnings of the Partnership
that was not purchased and is not owned by the Company.
Provision for income taxes of $0.9 million represents the estimated tax
on the Company's earnings from June 9, 1998 through June 30, 1998 at the
applicable corporate tax rates.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities during the six-months ended June
30, 1998 and 1997 was approximately $3.4 million and $1.0 million,
respectively, resulting from net losses for both periods, increases in
receivables and accrued income, merchandise inventories, and a decrease in
deferred revenue (1998 only) partially offset by depreciation and amortization
and an increase in accounts payable and accrued liabilities.
Financing activities generated net cash of $6.4 million during the
six-months ended June 30, 1998. Net proceeds from the 1998 offering totaled
approximately $55.8 million. All net proceeds of the offering were paid to
Cleveland Baseball Corporation ("CBC") to purchase its general partnership
interest in the Partnership. Distributions during 1998 totaled $49.2 million.
For the six-months ended June 30, 1997, financing activities generated net cash
of $7.4 million, as increases in the proceeds from the Major League Credit
Facility were offset in part by increased distributions to CBC.
-13-
<PAGE> 14
Principal investment sources and uses of funds include the acquisition
of the 51% general partnership interest in the Partnership, purchases of
long-term investments, loans to CBC and related repayments, expenditures for the
purchase of player contracts and signing bonuses, proceeds from the sale of
player contracts and expenditures for capital fixed assets. Notably, the
proceeds of the offering, in the amount of $55.8 million, were used in 1998 to
acquire the general partner interest in the Partnership. The Company's
short-term investment maturities (net) increased over the six-months ended June
30, 1998 and 1997 by $21.1 million and $14.2 million, respectively. Loans to CBC
increased by $12.2 million during the first half of 1997. In 1998, the entire
loan balance of $35.5 million to CBC was repaid.
In April of 1998, the terms of the Major League Credit Facility were
renegotiated. The obligations under the Major League Credit Facility are
non-recourse to the Company, and the obligation to repay advances for the
benefit of the Company are secured by the rights of the Company to receive
revenues that are shared by various MLB clubs, including revenues from the Major
Leagues Central Fund and royalties from MLB properties. In connection with the
Major League Credit Facility, the Partnership has assigned its rights to receive
its share of revenues and royalties to the Indians Club Trust, a bankruptcy
remote entity. The facility expires on the earlier of April 17, 2001 or
voluntary termination by the MLB trust. As of June 30, 1998, the interest rate
on the amounts borrowed under the facility, which is based upon LIBOR plus a
program fee established by the loan agreements, was 6.07%. During the term of
the facility, the Company pays interest only on the outstanding borrowings, in
addition to various other fixed fees of $123,000 annually. Unless the facility
is renewed by the parties, upon expiration, the outstanding borrowings convert
into a four-year term loan with a principal repayment schedule as follows: 15%
in the first year, 20% in the second, 25% in the third and 40% in the fourth and
final year. The facility also provides that upon the expiration of the current
Collective Bargaining Agreement, and until a new agreement is entered into, the
Club will be required to maintain an interest contingency reserve equal to nine
months' interest expense at 2% above the then-applicable borrowing rate.
Until recently, the Company has historically borrowed the full amount
available to it under the Major League Credit Facility and in turn loaned the
proceeds of such borrowings to CBC. At December 31, 1997, the outstanding
principal amount of CBC's indebtedness to the Company was $35.5 million. In
March 1998, the Partnership distributed $49.2 million to its partners, and CBC
repaid its $35.5 million debt to the Partnership. These transactions had the
effect of allowing CBC to use cash generated by the Partnership to repay its
debt to the Partnership. The Company remains obligated to repay the amounts
borrowed under the credit facility. The Major League Credit Facility currently
provides the Company with an aggregate availability of $45.0 million, of which
$9.5 million was available for borrowing at June 30, 1998.
The Company also maintains a line of credit with KeyBank N.A. providing
aggregate availability of up to $9.0 million. Availability under the line of
credit is reduced to $2.0 million during the period from December 1 to February
28 of each year, and the line must be repaid in full for a period of 30
consecutive days during the term of the arrangement. Availability under this
line of credit is reduced by an outstanding $0.4 million standing letter of
credit associated with the Company's workers' compensation self-insurance
arrangement. Amounts outstanding under the line of credit bear interest at
either the bank's base rate or LIBOR plus 1.75%, and are guaranteed by Richard
E. Jacobs, individually and as trustee of the David H. Jacobs Marital Trust. The
line of credit matures on November 1, 1998, at which time the outstanding loan
balance may be converted to a four-year term note, subject to certain
conditions. At June 30, 1998, the Company had no borrowings under the line of
credit.
-14-
<PAGE> 15
The Company's ability to incur additional indebtedness is limited by
applicable provisions of the agreements that govern the MLB clubs, which limit
the amount of debt that may be secured by the assets of, or ownership interests
in, an MLB club and require that the parties to any secured loan that is
approved execute an agreement limiting the rights of the lenders and the club
under certain circumstances, including upon an event of default or foreclosure.
The consent of MLB is also required prior to the issuance of any additional debt
or equity securities by the Company. In addition, MLB clubs may not incur
indebtedness in an amount in excess of two-thirds of the value of their assets
calculated in accordance with MLB rules.
The Company believes that it will generate sufficient cash flows from
operations, as supplemented by available borrowings, to meet debt service
requirements and to meet its short-term and long-term requirements for capital
and acquisition of player contracts, although no assurance can be given that it
will be able to do so or that it will be able to refinance the Major League
Credit Facility at maturity.
FINANCIAL CONDITION
The Company's operating characteristics are similar to those of many
service industries. The Company generally does not have significant receivables
or inventories but generally has high levels of accounts payable and accrued
liabilities. The majority of the Company's current liabilities are deferred
revenues. Deferred revenues consist primarily of advanced ticket sales, and the
Company satisfies this liability by playing its regular season games.
Cash and cash equivalents and investments at June 30, 1998 were
approximately $37.4 million as compared to approximately $61.6 million at
December 31, 1997. The decrease was primarily attributable to the seasonal
operations of the Company and the substantial cash and investment position at
December 31, 1997 related to advance ticket sales which have recently been
occurring in the fourth quarter. The majority of the Company's expenditures
occur during the season.
Receivables and accrued income at June 30, 1998 were approximately
$13.6 million compared to approximately $7.9 million at December 31, 1997. The
increase was primarily attributable to billings for sponsorship contracts and
concessionaire revenue that occur during the season and are paid throughout the
year based upon predetermined payment schedules.
Prepaid expenses and other current assets at June 30, 1998 were
approximately $2.5 million compared to $5.0 million at December 31, 1997. The
decrease was primarily attributable to the assignment of a life insurance policy
and the related cash surrender value of a traded player during 1998.
Other assets at June 30, 1998 were approximately $12.0 million compared
to $6.2 million at December 31, 1997. The increase was primarily attributable to
the recording of deferred income taxes of $3.8 million and the purchase of
certain investments and appreciation in existing investments held in trust to
assist in the funding of the Company's deferred compensation obligations.
Long-term liabilities at June 30, 1998 were approximately $54.4 million
compared to $45.8 million at December 31, 1997. The increase was primarily
attributable to increases in existing and additional deferred compensation
obligations and the renegotiation of the repayment terms under the Major League
Credit Facility which resulted in a reclassification of the current portion of
$4.8 million to long-term.
YEAR 2000 COMPLIANCE
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
two-digit year is commonly referred to as the Year 2000 Compliance issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date-based information.
-15-
<PAGE> 16
The Company is in the process of identifying and modifying all
significant hardware and software applications that will require modification to
ensure Year 2000 Compliance. Internal and external resources are being used to
make the required modifications and test Year 2000 Compliance. The Company plans
to complete the testing and modification of all significant hardware and
software applications by June 30, 1999. The estimated cost to address Year 2000
issues is not expected to have a material impact on the Company's business,
operations or financial condition.
In addition, the Company is communicating with external service
providers to ensure that the providers are taking the appropriate action to
address Year 2000 issues. However, there can be no assurance that the systems of
third parties on which the Company's systems rely will convert, or that a
conversion that is incompatible with the Company's systems, would not have an
adverse effect on the Company's systems.
-16-
<PAGE> 17
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On April 2, 1998, in connection with the formation of the Company, 100
Common Shares of the Company were purchased by two trusts of which Richard
E. Jacobs is sole trustee (the "Jacobs family trusts") at a purchase price
of $15.00 per share. Those 100 Common Shares were converted to Class A
Common Shares on a one-for-one basis pursuant to the amendment and
restatement of the Company's Articles of Incorporation on June 4, 1998. On
June 9, 1998, concurrent with the closing of the initial public offering
of the Company's Class A Common Shares, the Company issued securities in
the following transactions which were not registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to agreements
entered into prior to the filing of the Company's Registration Statement
on Form S-1: (1) 2,281,667 of the Company's Class B Common Shares were
issued to the Jacobs family trusts in connection with the merger of
Ballpark Management Company, Inc. with and into the Company; (2) 6,043
Class A Common Shares and 2,290 Class B Common Shares were issued to
Martin J. Cleary in connection with the merger of MJC Baseball, Inc.
("MJC") with and into the Company; and (3) the Jacobs family trusts and
Mr. Cleary purchased an aggregate of 133,233 Class A Common Shares at
$15.00 per share for aggregate proceeds to the Company of approximately $2
million. The Company issued the securities described in this paragraph in
reliance on the exemption from registration provided by Section 4(2) of
the Securities Act, on the basis that the securities were not issued in
transactions involving a public offering.
(d) The Company's Registration Statement on Form S-1 (Registration No.
333-49357) for the initial public offering of its Class A Common Shares
was declared effective by the Commission on June 3, 1998. The managing
underwriter of the offering was McDonald & Company Securities, Inc. who
represented the several underwriters (collectively, the "Underwriters").
The offering commenced on June 4, 1998, and the closing of the sale of the
shares to the Underwriters occurred on June 9, 1998. At the closing, the
Company issued and sold to the Underwriters 4 million Class A Common
Shares at a price of $13.95 per share or an aggregate amount of $55.8
million. The underwriters sold the shares to the public at $15.00 per
share, and, therefore, received an aggregate underwriting discount of $4.2
million. As of June 30, 1998, the Company had incurred other expenses
relating to the offering of approximately $2 million. All of such expenses
were paid directly or indirectly to persons other than directors,
officers, ten-percent equity holders or affiliates. The $55.8 million of
net proceeds of the initial public offering (before payment of offering
expenses) and the $2 million of proceeds from the sale of Class A Common
Shares described in paragraph (c)(3) above, were used to purchase a 51%
general partnership interest in Cleveland Indians Baseball Company Limited
Partnership from Cleveland Baseball Corporation ("CBC") and MJC for an
aggregate cash payment of $55.8 million and to pay offering expenses. The
Jacobs family trusts own CBC. Richard E. Jacobs, sole trustee of the
Jacobs family trusts, is Chairman of the Board, President and Chief
Executive Officer of the Company and owns approximately 99.9% of the Class
B Common Shares of the Company. Martin J. Cleary, a director of the
Company, owns MJC.
-17-
<PAGE> 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In connection with the formation of the Company and in anticipation of
the Company's initial public offering of Class A Common Shares, the
following matters were approved by unanimous written action of the
Company's shareholders:
On April 2, 1998, the shareholders (a) adopted the Company's Code of
Regulations, (b) elected Richard E. Jacobs and Martin J. Cleary as
directors and (c) approved the Agreement and Plan of Reorganization by
and among the Company, CBC, MJC, Ballpark Management Company, Cleveland
Indians Baseball Company Limited Partnership and the Jacobs family
trusts.
On June 2, 1998, the shareholders (a) approved the Company's Amended
and Restated Articles of Incorporation, (b) approved the Company's
Long-Term Incentive Plan and (c) approved the Company's Directors'
Deferred Compensation Plan.
-18-
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NO. DESCRIPTION
- ------------------ --------------------------------------------------------
2.1 Agreement and Plan of Reorganization dated April 2, 1998
among Cleveland Indians Baseball Company, Inc.,
Cleveland Baseball Corporation, MJC Baseball, Inc.,
Ballpark Management Company, Cleveland Indians Baseball
Company Limited Partnership, Richard E. Jacobs, Trustee
Under Declaration of Trust dated April 23, 1987, Richard
E. Jacobs, Trustee of the David H. Jacobs Marital Trust
and Martin J. Cleary.
3.1 Amended and Restated Articles of Incorporation of the
Company.
3.2 Code of Regulations of the Company.
4.1 Form of Share Certificate for Class A Common Shares.
4.2 Form of Share Certificate for Class B Common Shares.
10.7 Club Trust Revolving Credit Agreement among Major League
Baseball Trust, Fleet Bank and the Club Trusts, dated
April 17, 1998.
10.8 Ratification Agreement among Indians Club Trust and
Fleet National Bank, dated April 17, 1998.
10.9 Club Trust Pledge and Security Agreement between Indians
Club Trust and Major League Baseball Trust dated April
17, 1998.
10.13 Cleveland Indians Baseball Company, Inc. Long-Term
Incentive Plan.
10.14 Form of Indemnification Agreement between the Company
and each of its Directors.
10.15 Form of Indemnification Agreement between the Company
and each of its executive officers.
10.16 Second Amendment and Confirmation of Transfer Agreement
between the Partnership and Indians Club Trust, dated
April 17, 1998.
10.17 Form of First Amended and Restated Agreement of Limited
Partnership of the Partnership.
10.19 Cleveland Indians Baseball Company, Inc. Directors'
Deferred Compensation Plan.
10.20 Employment Agreement between the Company and John Hart.
10.21 Employment Agreement between the Company and Dennis
Lehman.
10.22 Employment Agreement between the Company and Daniel J.
O'Dowd.
10.23 Employment Agreement between the Company and Jeff
Overton.
10.24 Employment Agreement between the Company and Ken
Stefanov.
27.1 Financial Data Schedule (filed herewith)
Unless otherwise indicated, the exhibits listed above are incorporated by
reference to the Company's Registration Statement on Form S-1 (Registration No.
333-49357) and are identified therein by the same exhibit number.
(b) Reports of Form 8-K.
None.
-19-
<PAGE> 20
SIGNATURES
Pursuant to the requirements 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.
Date August 14, 1998 Cleveland Indians Baseball Company, Inc.
------------------------------- ----------------------------------------
(Registrant)
/s/ Kenneth E. Stefanov
-----------------------------------
Kenneth E. Stefanov
-20-
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