<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period Ended: March 31, 2000
Commission File Number: 000-30578
---------
MAGNA ENTERTAINMENT CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware, United States of America 98-0208374
- ------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
285 West Huntington Drive, Arcadia, California 91007
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(626) 574-7223
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 [ ] No [X]
The Registrant had 10,348,282 shares of Class A Subordinate Voting Stock
outstanding as of May 12, 2000. In addition, as of May 12, 2000, there were
11,651,296 Exchangeable Shares of the Registrant's subsidiary MEC Holdings
(Canada) Inc. issued and outstanding, each of which is exchangeable for one
share of the Registrant's Class A Subordinate Voting Stock.
1
<PAGE>
MAGNA ENTERTAINMENT CORP.
FORM 10-Q - QUARTER ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Page
<S> <C>
Item 1. Financial Statements 4 to 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12 to 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
</TABLE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Pursuant to an amended and restated asset purchase agreement dated as of January
31, 2000 among the Company, Great Lakes Downs, Inc. and Great Lakes Downs Cafe,
Inc., the Company agreed to acquire the assets and assume approximately $9.3
million of liabilities of Great Lakes Downs racetrack in Muskegon, Michigan for
a purchase price of $1.8 million. The purchase price for such assets was
satisfied through the issuance of 267,416 shares of Class A Subordinate Voting
stock of the Company in accordance with the exemption contained in Section 4(2)
of the Securities Act of 1933, as amended. This transaction was completed on
February 29, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable
2
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
- --------
Exhibit 27.1 Financial Data Schedule
Reports on Form 8-K
- -------------------
Date Item Reported
- ---- -------------
March 6, 2000 Press release announcing audited financial
results for the year ended December 31, 1999
March 16, 2000 Restated Articles of Incorporation and
By-law No. 2
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 hereunto duly authorized.
MAGNA ENTERTAINMENT CORP.
(Registrant)
Date: May 15, 2000 by: /s/ J. Brian Colburn
--------------------------------
J. Brian Colburn, Secretary
3
<PAGE>
Item 1. Financial Statements
- ----------------------------
<TABLE>
<CAPTION>
MAGNA ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------------------------------
[Unaudited]
[United States dollars in thousands]
- ----------------------------------------------------------------------------------------------------------------------------
March 31, December 31,
2000 1999
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
- ----------------------------------------------------------------------------------------------------------------------------
Current assets:
<S> <C> <C>
Cash and cash equivalents 56,860 58,412
Accounts receivable 36,214 25,887
Prepaid expenses and other 5,505 3,931
- ----------------------------------------------------------------------------------------------------------------------------
98,579 88,230
- ----------------------------------------------------------------------------------------------------------------------------
Real estate properties and fixed assets, net 567,595 564,789
- ----------------------------------------------------------------------------------------------------------------------------
Other assets, net 100,229 100,967
- ----------------------------------------------------------------------------------------------------------------------------
Deferred income taxes 6,367 6,367
- ----------------------------------------------------------------------------------------------------------------------------
772,770 760,353
============================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Bank indebtedness 3,591 7,259
Accounts payable and other liabilities 68,239 66,151
Income taxes payable 11,490 7,554
Long-term debt due within one year 15,938 19,119
- ----------------------------------------------------------------------------------------------------------------------------
99,258 100,083
- ----------------------------------------------------------------------------------------------------------------------------
Long-term debt 24,349 19,506
- ----------------------------------------------------------------------------------------------------------------------------
Other long-term liabilities 476 494
- ----------------------------------------------------------------------------------------------------------------------------
Deferred income taxes 92,624 93,183
- ----------------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Capital stock issued and outstanding -
Class A Subordinated Voting Stock 61,700 11,500
Exchangeable Shares 97,008 110,000
Class B Stock 394,093 429,455
Retained Earnings (Deficit) 9,549 (2,431)
Accumulated comprehensive loss (6,287) (1,437)
- ----------------------------------------------------------------------------------------------------------------------------
556,063 547,087
- ----------------------------------------------------------------------------------------------------------------------------
772,770 760,353
============================================================================================================================
</TABLE>
See accompanying condensed notes to the consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
MAGNA ENTERTAINMENT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
- ----------------------------------------------------------------------------------------------------------------------------
[Unaudited]
[United States dollars in thousands,
except per share figures]
- ----------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, March 31,
2000 1999
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue
Racetrack
Wagering, net of purses 59,084 27,237
Non-wagering 17,958 9,228
Real estate 3,700 3,442
- ----------------------------------------------------------------------------------------------------------------------------
80,742 39,907
- ----------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Racetrack
Operating costs 46,509 17,653
General and administrative 3,318 954
Real estate
Operating costs 2,971 2,976
General and administrative 239 228
Predevelopment and other costs 1,271 -
Depreciation and amortization 5,267 1,527
Interest expense 210 329
Interest income (201) -
- ----------------------------------------------------------------------------------------------------------------------------
59,584 23,667
- ----------------------------------------------------------------------------------------------------------------------------
Income before income taxes 21,158 16,240
Income tax provision 9,178 6,915
- ----------------------------------------------------------------------------------------------------------------------------
Net income 11,980 9,325
Other comprehensive loss:
Foreign currency translation adjustment 4,850 5,045
- ----------------------------------------------------------------------------------------------------------------------------
Comprehensive income 7,130 4,280
============================================================================================================================
Earnings per share of Class A Subordinate Voting Stock, Class B Stock or
Exchangeable Share:
Basic $ 0.15 $ 0.12
Fully diluted $ 0.15 $ 0.12
============================================================================================================================
Average number of shares of Class A Subordinate Voting Stock, Class B Stock and
Exchangeable Shares[in thousands]:
Basic 80,289 78,535
Fully diluted 80,289 78,535
============================================================================================================================
</TABLE>
See accompanying condensed notes to the consolidated financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
MAGNA ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------------------------
[Unaudited]
[United States dollars in thousands]
- ----------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, March 31,
2000 1999
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash provided from (used for):
OPERATING ACTIVITIES
Net income 11,980 9,325
Items not involving current cash flows 4,998 1,893
- ----------------------------------------------------------------------------------------------------------------------------
16,978 11,218
Changes in non-cash items related to operations (9,387) 3,210
- ----------------------------------------------------------------------------------------------------------------------------
Net cash provided by Operating Activities 7,591 14,428
- ----------------------------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Acquisition of business (1,770) -
Real estate property and fixed asset additions (2,386) (1,810)
Disposal of other assets 700 -
- ----------------------------------------------------------------------------------------------------------------------------
Net cash used for Investment Activities (3,456) (1,810)
- ----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness (3,554) 10,675
Repayment of long-term debt (3,910) (44)
Issue of Class A Subordinate Stock 1,846 -
Increase in note payable to Magna - 477
Net contribution by Magna - (12,120)
- ----------------------------------------------------------------------------------------------------------------------------
Net cash used for Financing Activities (5,618) (1,012)
- ----------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash
and cash equivalents (69) (6)
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash
Equivalents during the period (1,552) 11,600
Cash and cash equivalents, beginning of period 58,412 17,503
- ----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period 56,860 29,103
============================================================================================================================
</TABLE>
See accompanying condensed notes to the consolidated financial statements.
6
<PAGE>
MAGNA ENTERTAINMENT CORP.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Summary of significant accounting policies
Basis of presentation
- ---------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The preparation of the consolidated financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could
differ from estimates. In the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1999.
Because of the seasonal nature of the Company's business, revenues and operating
results for any interim quarter are not indicative of the revenues and operating
results for the year and are not necessarily comparable with results for the
corresponding period of the previous year. The accompanying condensed
consolidated financial statements reflect a disproportionate share of annual net
earnings as the Company normally earns a substantial portion of its net earnings
in the first and second quarters of each year.
Stock-based compensation
- ------------------------
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation" ("Statement 123") which provides companies an alternative to
accounting for stock-based compensation as prescribed under APB Opinion No. 25
(APB 25). Statement 123 encourages, but does not require companies to recognize
expense for stock-based awards based on their fair value at date of grant.
Statement 123 allows companies to continue to follow existing accounting rules
(intrinsic value method under APB 25) provided that pro-forma disclosures are
made of what net income and earnings per share would have been had the new fair
value method been
7
<PAGE>
used. The Company has elected to adopt the disclosure requirements of Statement
123 but will continue to account for stock-based compensation under APB 25.
2. Business Acquisition
On February 29, 2000 the Company acquired the assets and assumed approximately
$9.3 million of liabilities of Great Lakes Downs, Inc. racetrack in Muskegon,
Michigan for a purchase price of $1.8 million. The purchase price was paid by
issuance of 267,416 shares of Class A Subordinate Voting Stock.
The purchase price has been allocated to the assets and liabilities as follows:
Non-cash working capital (3,370)
Real estate properties and fixed assets 10,088
Other assets 1,340
Debt (6,287)
-------
Net assets acquired and total
purchase price, net of cash acquired 1,771
=======
3. Debt
In the three months ended March 31, 2000 the Company completed the
renegotiation of two credit facilities - a new $63 million three year term loan
facility and the renewal of the $10 million revolving line of credit. Both
credit facilities bear interest at rates ranging between Prime and LIBOR plus
2.2% per annum. At March 31, 2000, the Company had no borrowings against the two
facilities.
4. Capital Stock
Changes in the Class A Subordinate Voting Stock, Class B Stock and Exchangeable
Shares for the three months ended March 31, 2000 are shown in the following
table (number of shares in the following table have been rounded to the nearest
thousand):
<TABLE>
<CAPTION>
Class A Subordinate Exchangeable
Voting Stock Shares Class B Stock
--------------------- --------------------- ------------------
Number of Stated Number of Stated Number of Stated
shares value shares value shares value
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Issued and outstanding at
December 31, 1999 1,663 11,500 14,823 110,000 63,712 429,455
Issued on acquisition of
Great Lakes Downs on
February 29, 2000 267 1,846 -- -- -- --
Conversion of Class B
Stock to Class A
Shares 5,246 35,362 -- -- (5,246) (35,362)
Conversion of Exchangeable
Shares to Class A
Shares 1,751 12,992 (1,751) (12,992) -- --
- --------------------------------------------------------------------------------------------------
Issued and outstanding
at March 31, 2000 8,927 61,700 13,072 97,008 58,466 394,093
- --------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
The Company has a Long-Term Incentive Plan (the Plan). Under the Plan the
Company has granted non-qualifying options to certain directors and incentive
stock options to certain senior executives to purchase share of the Company's
Class A Subordinate Voting Stock at a price no less than the fair market value
of the Class A Subordinate Voting Stock at the date of grant. The non-qualifying
options vest over a four year period. The incentive stock options vest based on
terms approved by the Company's Board of Directors.
At March 31, 2000, there were 1,140,000 options outstanding that were all
granted during 2000. None of the stock options granted in 2000 were exercised or
canceled during the three month period ended March 31, 2000. The exercise price
of the stock options outstanding at March 31, 2000 ranged from $4.875 to $6.90
with a weighted average exercise price of $6.65.
There were 1,000,000 options exercisable at March 31, 2000 with a weighted
average exercise price of $6.90.
The Company has adopted the disclosure requirement provision of SFAS No. 123 in
accounting for stock- based compensation issued to employees. The fair value of
the Company's options was estimated utilizing prescribed valuation models and
assumptions as of each grant date. Based on the results of such estimates,
management determined that there was no material effect on net income or
earnings per share for the three month period ended March 31, 2000.
5. Earnings Per Share
The following is a reconciliation of the numerator and denominator of the basic
and diluted per share computations:
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
-------------------------
<S> <C> <C>
Net income $11,980,000 $ 9,325,000
=========== ===========
Basic and diluted weighted average shares outstanding:
Class A Subordinate Voting Stock 3,368,656 0
Class B Stock 62,501,506 63,712,141
Exchangeable Shares 14,419,154 14,823,187
----------- -----------
80,289,316 78,535,328
=========== ===========
Basic net earnings per share $ 0.15 $ 0.12
=========== ===========
Diluted net earnings per share $ 0.15 $ 0.12
=========== ===========
</TABLE>
9
<PAGE>
Outstanding stock options are not included in the computation of diluted net
earnings per share as their effect is anti-dilutive.
6. Segment Information
In July 1997, the FASB issued Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information" ("FAS
131"), which establishes standards for the way that public business enterprises
report information about operating segments. This statement is effective for
financial statements for periods beginning after December 15, 1997. The Company
has adopted this standard.
The Company's reportable segments reflect the Company's significant operating
activities that are evaluated separately by management. The company has two
reportable segments: racetrack operations and real estate operations.
The accounting policies of the segments are the same as those described in the
"Principles of Consolidation" in the Company's annual report on Form 10-K for
the year ended December 31, 1999.
The following summary presents key information by operating segment.
<TABLE>
<CAPTION>
Three months ended March 31, 2000
- ------------------------------------------------------------------------------------------------
Racetrack Real Estate
Operations Operations Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue 77,042 3,700 80,742
- ------------------------------------------------------------------------------------------------
Income (loss) before income taxes 21,440 (282) 21,158
- ------------------------------------------------------------------------------------------------
Real estate properties and fixed asset additions 1,564 822 2,386
- ------------------------------------------------------------------------------------------------
<CAPTION>
Three months ended March 31, 1999
- ------------------------------------------------------------------------------------------------
Racetrack Real Estate
Operations Operations Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue 36,465 3,442 39,907
- ------------------------------------------------------------------------------------------------
Income (loss) before income taxes 16,970 (730) 16,240
- ------------------------------------------------------------------------------------------------
Real estate properties and fixed asset additions 792 1,018 1,810
- ------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
7. Commitments and contingencies
One of the Company's subsidiaries has been named as a defendant in a class
action brought in a United States District Court by Gutwillig et al. The
plaintiffs in this action claim unspecified compensatory and punitive damages,
for resolution and disgorgement of profits, all in relation to forced labor
performed by the plaintiffs for such subsidiary and certain other Austrian and
German corporate defendants at their facilities in Europe during World War II.
As a result of the Reorganization, the Company acquired shares of such
subsidiary. Under Austrian law, such subsidiary would be jointly and severally
liable for the damages awarded in respect of this class action claim. An
Austrian subsidiary of Magna International Inc has agreed to indemnify such
subsidiary for any damages or expenses associated with this claim.
A subsidiary of Magna International Inc has agreed to indemnify the Company in
respect of environmental remediation costs and expenses relating to existing
conditions in certain of the Company's Austrian real estate properties.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING STATEMENTS:
Information set forth in this discussion and analysis contain various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. All forward-looking
statements made in this Quarterly Report on Form 10-Q are made pursuant to the
Act. The reader is cautioned that these statements represent our judgment
concerning the future and are subject to risks and uncertainties that could
cause our actual operating results and financial condition to differ materially.
Forward-looking statements are typically identified by the use of terms such as
"may," "will," "expect," "anticipate," "estimate," and similar words, although
some forward-looking statements are expressed differently. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable we can give no assurance that such expectations will prove to be
correct. Important factors that could cause actual results to differ materially
from our expectations include, but are not limited to: the impact of competition
from operators of other racetracks and from other forms of gaming (including
from Internet and on-line wagering); a substantial change in law or regulations
affecting our gaming activities; a substantial change in allocation of live
racing days; our continued ability to effectively compete for the country's top
horses and trainers necessary to field high-quality horse racing; our continued
ability to complete expansion projects designed to generate new revenues and
attract new patrons; our ability to sell some of our real estate when we need to
or at a price we want; the impact of inclement weather; and our ability to
integrate recent racetrack acquisitions.
Overview
We operate horse racetracks and wagering operations and media sports wagering
operations, and are currently considering developing telephone account,
interactive television and Internet-based wagering operations, as well as
leisure and retail-based real estate projects on the land surrounding some of
our racetracks. We also own a real estate portfolio which includes a gated
residential community currently under development, two golf courses and related
recreational facilities, and other real estate. We are considering a number of
options with respect to the two golf courses, including direct operation or
leasing to third party operators, as well as sale and leaseback transactions or
outright sale. We intend gradually to sell the balance of our real estate
portfolio in order to provide capital to be used in our business.
12
<PAGE>
Racetrack operations
On February 29, 2000, we acquired the assets and assumed approximately $9.3
million of liabilities of Great Lakes Downs racetrack in Muskegon, Michigan for
a purchase price of $1.8 million, payable by the issuance of 267,416 shares of
our Class A Subordinate Voting Stock. The Great Lakes Downs racetrack began
operations in January 1999 and offers a total of 134 live racing days beginning
in April and ending in November of each year.
Because of the seasonal nature of our racetrack business, revenues and operating
results for any interim quarter will not be indicative of the revenues and
operating results for the year. Our live racing schedule also dictates that we
will earn a substantial portion of our net earnings in the first quarter of each
year, which is when The Santa Anita Park Meet and the annual meet at Gulfstream
Park occur. Historically our second quarter of each year has the second largest
net earnings of each year, when the larger of the two annual meets at Golden
Gate Fields occurs.
Real estate operations
Following the initiation in the first quarter of a disposition plan for the
Company's excess properties, the Company has entered into sales agreements for
properties which will provide proceeds of approximately $14.0 million in the
second and third quarter. No properties were sold in the first quarter.
Results of Operations
Racetrack operations
Revenues, which are shown net of purses, from our racetrack operations were
$77.0 million for the three months ended March 31, 2000. The revenues were
primarily earned from Santa Anita Park and Gulfstream Park, both racetracks
having their largest meets in the first quarter. As Santa Anita Park was the
only track owned in the first quarter of 1999, our total revenues from racetrack
operations in the comparable 1999 period were from Santa Anita Park and totaled
$36.5 million.
In the three months ended March 31, 2000, our share of total pari-mutuel
wagering revenues, net of purses, for our racetracks was $59.0 million and non-
wagering revenues were $18.0 million. The major components of our non-wagering
revenues for the three months ended March 31, 2000 were admission related
revenues of $8.3 million (comprising primarily admissions, parking, and program
sales) and food and beverage sales of $4.8 million, collectively 73% of total
non-wagering revenues.
Racetrack costs and expenses, before depreciation and interest, were $49.8
million for the three months ended March 31, 2000. The major components of our
costs and expenses, before
13
<PAGE>
depreciation and interest, were payroll costs ($23.8 million) and marketing and
advertising costs ($6.4 million) representing approximately 61% of our total
costs.
Real estate operations
Revenues from our real estate operations were $3.7 million for the three months
ended March 31, 2000 compared to $3.4 million for the three months ended March
31, 1999. The increase is primarily attributable to the inclusion of $0.4
million in revenue related to Magna International Inc's access fee agreement
with Fontana Sports which commenced March 1, 1999.
Real estate costs and expenses were $3.2 million for the three months ended
March 31, 2000 and for the three months ended March 31, 1999.
Predevelopment and other costs
Predevelopment and other costs were $1.3 million for the three months ended
March 31, 2000. These costs include consultants' fees associated with
feasibility studies, construction designs, market analysis, site models and
alternative site investigations, and were incurred on our racetrack sites and
some land sites in Europe.
Depreciation and amortization
Depreciation and amortization increased by $3.7 million to $5.3 million for the
three months ended March 31, 2000, primarily as a result of depreciation related
to our acquisitions of San Luis Rey Downs on May 1, 1999, Gulfstream Park on
September 1, 1999, Thistledown and Remington Park on November 12, 1999, Golden
Gate Fields on December 10, 1999 and Great Lakes Downs on February 29, 2000.
Income tax provision
We recorded an income tax provision of $9.2 million on pre-tax income of $21.2
million for the three months ended March 31, 2000 compared to an expense of $6.9
million on a pre-tax income of $16.2 million for the three months ended March
31, 1999. Our income tax provision relates primarily to the income of our
racetrack operations which was calculated based on a consolidated tax sharing
arrangement. The benefit of our losses of our other operations have not been
recognized for accounting purposes.
Liquidity and Capital Resources
At March 31, 2000, we had cash and cash equivalents, net of restricted cash, of
$36.0 million and total shareholder's equity of $556.1 million.
14
<PAGE>
In the first quarter we successfully completed the renegotiation of two credit
facilities for two of our subsidiaries, The Santa Anita Companies, Inc. and the
Los Angeles Turf Club, Inc. These credit facilities consist of a new $63.0
million three year term loan facility and the renewal of the $10.0 million
revolving operating line of credit, both of which would bear interest at rates
ranging between the U.S. Prime Rate and LIBOR plus 2.2% per annum.
For the three months ended March 31, 2000 we incurred capital expenditures of
approximately $2.4 million. We currently anticipate capital expenditures of
approximately $40.0 million during the year ending December 31, 2000. The
capital expenditures relate to normal ongoing capital improvements to the
racetracks of approximately $10.0 million and extraordinary capital improvements
of approximately $11.0 million required to Santa Anita Park and Golden Gate
Fields related to commitments made on acquisition. In addition, approximately
$15.0 million is anticipated for the completion of the Aurora golf course and
infrastructure and holding costs of adjacent lands, and approximately $4.0
million for infrastructure and holding costs of other properties.
Operating activities
Cash provided by operations was $7.6 million and $14.4 million for the three
months ended March 31, 2000 and 1999. Cash provided by operations in the three
months ended March 31, 2000 is primarily a result of cash generated by our Santa
Anita Park and Gulfstream Park operations, offset by cash usages at our other
operations. For three months ended March 31, 1999 the cash provided from
operations arose primarily from our Santa Anita Park operations.
Investing activities
Cash used in investing activities was $3.4 million and $1.8 million for the
three months ended March 31, 2000 and 1999, respectively.
During the three months ended March 31, 2000, $1.8 million was used for the
acquisition of Great Lakes Downs and $2.4 million was spent on real estate
property additions at various locations throughout the Company.
Financing activities
Cash used for financing activities was $5.6 million for the three months ended
March 31, 2000. During this period $3.6 million was used to draw down the
Company's bank indebtedness and $3.9 million was used to repay portions of the
Company's long-term debt. For the three months ended March 31, 1999, cash used
for financing activities was $1.0 million.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
No material changes since year-end.
15
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
- -------------- ----------------------
27.1 Financial Data Schedule
16
<PAGE>
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-START] JAN-01-2000
[PERIOD-END] MAR-31-2000
[CASH] 56,860,000
[SECURITIES] 0
[RECEIVABLES] 36,214,000
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 98,579,000
[PP&E] 612,651,000
[DEPRECIATION] (45,056,000)
[TOTAL-ASSETS] 772,770,000
[CURRENT-LIABILITIES] 99,258,000
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 61,700,000
[OTHER-SE] 494,363,000
[TOTAL-LIABILITY-AND-EQUITY] 772,770,000
[SALES] 0
[TOTAL-REVENUES] 80,742,000
[CGS] 0
[TOTAL-COSTS] 53,037,000
[OTHER-EXPENSES] 6,538,000
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 9,000
[INCOME-PRETAX] 21,158,000
[INCOME-TAX] 9,178,000
[INCOME-CONTINUING] 11,980,000
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 11,980,000
[EPS-BASIC] .15
[EPS-DILUTED] .15
</TABLE>
