FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended
June 30, 2000
--------------------
Commission Registrant; State of Organization; IRS Employer
File No. Address and Telephone Number Identification No.
---------- ---------------------------------- ------------------
1-14507 Boston Celtics Limited Partnership 04-3416346
(a Delaware limited partnership)
151 Merrimac Street, Boston, Massachusetts 02114
(617) 523-6050
1-9324 Boston Celtics Limited Partnership II 04-2936516
(a Delaware limited partnership)
151 Merrimac Street, Boston, Massachusetts 02114
(617) 523-6050
Securities registered pursuant to Section 12(b) of the Act:
-----------------------------------------------------------
<TABLE>
<CAPTION>
Name of Exchange
Registrant Title of Each Class On Which Registered
---------- ------------------- -------------------
<S> <C> <C>
Boston Celtics Units Representing Limited Partnership Interests New York Stock Exchange
Limited Partnership Boston Stock Exchange
Boston Celtics 6% Subordinated Debentures due 2038 New York Stock Exchange
Limited Partnership II
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------
None.
Indicate by check mark whether the registrants (1) have 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) have been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K .
-----
The aggregate market value of the 2,025,864 Units held by non-affiliates of
Boston Celtics Limited Partnership as of August 25, 2000 was approximately
$18,233,000, based on the closing price of the Units on the New York Stock
Exchange on that date of $9.00 per Unit, and the aggregate market value of
the 2,703,364 Subordinated Debentures held by non-affiliates of Boston
Celtics Limited Partnership II as of August 25, 2000 was approximately
$28,115,000, based on the closing price of the Subordinated Debentures on
the New York Stock Exchange on that date of $10.40 per Debenture.
As of August 25, 2000, there were 2,703,664 Units outstanding of
Boston Celtics Limited Partnership, and 2,703,664 units representing
limited partnership interests outstanding of Boston Celtics Limited
Partnership II.
BOSTON CELTICS LIMITED PARTNERSHIP
2000 FORM 10-K ANNUAL REPORT
INDEX
<TABLE>
<CAPTION>
PART I
Page
----
<S> <C>
Items 1.
and 2. Business and Properties 1
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder Matters 9
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations 12
Item 8. Financial Statements and Supplementary Data 16
PART III
Item 10. Directors and Executive Officers of the Registrant 17
Item 11. Executive Compensation 19
Item 12. Security Ownership of Certain Beneficial Owners and Management 21
Item 13. Certain Relationships and Related Transactions 22
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 23
Signatures 70
</TABLE>
This document contains the Annual Reports on Form 10-K for the fiscal
year ended June 30, 2000 for each of Boston Celtics Limited Partnership and
Boston Celtics Limited Partnership II. Information contained herein
relating to an individual registrant is filed by such registrant on its own
behalf. Accordingly, except for its subsidiaries, Boston Celtics Limited
Partnership II makes no representation as to information relating to Boston
Celtics Limited Partnership or to any other entities affiliated with Boston
Celtics Limited Partnership.
PART I
------
Items 1 and 2. Business and Properties
-------------- -----------------------
General
Boston Celtics Limited Partnership ("BCLP" or the "Partnership") is a
Delaware limited partnership that was formed on April 13, 1998 in
connection with a reorganization of Boston Celtics Limited Partnership II
("BCLP II"), also a Delaware limited partnership. After the reorganization
of BCLP II (the "Reorganization"), which was completed on June 30, 1998,
BCLP owns a 99% limited partnership interest in BCLP II.
References in this Form 10-K to "Units" with respect to Pre-
Reorganization time periods means units representing limited partnership
interests in BCLP II and, with respect to post-Reorganization time periods,
means units representing limited partnership interests in BCLP.
Pre-Reorganization Ownership Structure
Prior to the Reorganization, BCLP II, through its subsidiaries, owned
and operated the Boston Celtics professional basketball team (the "Boston
Celtics") of the National Basketball Association (the "NBA") and held
investment assets. BCLP II owned 99% of Celtics Limited Partnership
("CLP"), which owned the Boston Celtics. BCLP II also wholly owned Celtics
Investments, Inc. ("CII") and BCCLP Holding Corporation ("Holdings"), which
in turn wholly owned Celtics Capital Corporation ("CCC"), which holds
investments.
The 1% general partner of BCLP II was Celtics, Inc., and the 1%
general partner of CLP was Boston Celtics Corporation ("BCC"). Each of
Celtics, Inc. and BCC is a Delaware corporation. Celtics, Inc.'s sole
stockholders are Paul Gaston and Don Gaston (father of Paul Gaston) and
BCC's sole stockholder is Walcott Partners, L.P. ("Walcott"), an affiliate
of the Gaston family.
Prior to the Reorganization, BCLP II's consolidated financial
statements included the accounts of all of its majority-owned and
controlled subsidiaries. In connection with the Reorganization, former
Boston Celtics Limited Partnership changed its name to BCLP II.
Post-Reorganization Ownership Structure
After the Reorganization, BCLP owns a 99% limited partnership
interest in BCLP II, which owns a 99% limited partnership interest in CLP.
In addition, BCLP II wholly owns CII and Holdings, which wholly owns CCC.
Together, CCC and CLP wholly own Celtics Pride GP. Celtics Pride GP owns a
48.3123% limited partnership interest in Celtics Basketball Holdings, L.P.
("Celtics Basketball Holdings"), which owns a 99.999% limited partnership
interest in Celtics Basketball L.P. ("Celtics Basketball"), which in turn
owns and operates the Boston Celtics. The remaining 51.6867% limited
partnership interest in Celtics Basketball Holdings, L.P. is held by Castle
Creek Partners, L.P. ("Castle Creek"). See "Item 12 - Security Ownership
of Certain Beneficial Owners and Management" regarding ownership and
control of Castle Creek.
The 1% general partner of BCLP is BCLP GP, Inc. ("BCLP GP"), a
Delaware corporation whose sole stockholder is Paul Gaston, and the 1%
general partner of BCLP II is BCLP II GP, Inc. ("BCLP II GP"), a wholly
owned subsidiary of Celtics, Inc. BCC is the 1% general partner of CLP and
is also the 0.001% general partner of both Celtics Basketball Holdings and
Celtics Basketball.
In connection with the Reorganization, all assets and liabilities
relating to the business of owning and operating the Boston Celtics were
transferred from CLP to Celtics Basketball, an indirect subsidiary of BCLP.
Accordingly, all of CLP's rights with respect to the following assets and
liabilities, among others, were transferred to Celtics Basketball in the
Reorganization: the NBA franchise, agreements relating to local
television, cable and radio broadcasts, sponsorship agreements, rights to
the name "Boston Celtics" and the Boston Celtics logo (subject to the NBA's
marketing and other rights), player contracts, agreements with coaches and
other team personnel, leases and credit agreements.
Subsequent to the Reorganization, BCLP, through its subsidiaries,
holds investment assets and holds a minority interest in the assets and
operations of the Boston Celtics. As a result of its indirect 48.3123%
limited partnership interest in Celtics Basketball Holdings, BCLP accounts
for its investment in the accounts of the Boston Celtics on the equity
method subsequent to the Reorganization.
Basketball Operations
BCLP's most significant operating asset is its indirect investment in
Celtics Basketball, which owns and operates the Boston Celtics. The
following table summarizes the performance of the Boston Celtics during the
past 15 basketball seasons:
<TABLE>
<CAPTION>
Regular Regular Season
Season Place of Finish
Season Record in Division Playoff Results
------ ------- --------------- ---------------
<S> <C> <C> <C>
1999-00 35-47 Fifth --
1998-99 19-31 Fifth --
1997-98 36-46 Sixth --
1996-97 15-67 Seventh --
1995-96 33-49 Fifth --
1994-95 35-47 Third Lost in First Round of Conference Playoffs
1993-94 32-50 Fifth --
1992-93 48-34 Second Lost in First Round of Conference Playoffs
1991-92 51-31 First Lost in Conference Semifinals
1990-91 56-26 First Lost in Conference Semifinals
1989-90 52-30 Second Lost in First Round of Conference Playoffs
1988-89 42-40 Third Lost in First Round of Conference Playoffs
1987-88 57-25 First Lost in Conference Finals
1986-87 59-23 First Lost in Championship Finals
1985-86 67-15 First NBA Champions
</TABLE>
Effective July 1, 1998, the NBA commenced a lockout of NBA players in
support of its attempt to reach a new collective bargaining agreement. On
January 20, 1999, the NBA and the NBA Players Association (the "NBPA")
entered into a new collective bargaining agreement (the "New Collective
Bargaining Agreement"), thereby ending the lockout. The New Collective
Bargaining Agreement is to be in effect through June 30, 2004, and the NBA
has an option to extend it for one year thereafter. As a result of the
lockout, the 1998-99 NBA regular season consisted of 50 games per team (25
of which were home games), beginning in early February 1999. The impact of
the lockout and the shortened NBA season had a materially adverse effect on
BCLP's financial condition and results of operations. See "Collective
Bargaining Agreement."
Sources of Revenues. The Boston Celtics derive their revenues
principally from the sale of tickets to home games, the licensing of
television, cable network and radio rights, and promotional and novelty
revenues. The following table shows the contribution to revenues of the
basketball operations from these sources and from miscellaneous other
sources for each of the last three fiscal years:
<TABLE>
<CAPTION>
Contribution to Revenues
(in thousands)
-----------------------------------------------------------------------------------------
Year Ended Television, Cable
June 30, Ticket Sales(1) and Radio(2) Other Sources Total Revenues
---------- --------------- ----------------- ------------- --------------
<S> <C> <C> <C> <C>
2000 $39,394 $34,229 $7,626 $81,249
1999(3) 23,284 14,626 5,142 43,052
1998 39,108 28,002 8,570 75,680
<FN>
(1) Includes proceeds from exhibition games. No ticket revenues were
derived from exhibition games in the year ended June 30, 1999.
(2) Includes the Boston Celtics' share of revenues under the NBA national
television contracts.
(3) The reduced amounts for the year ended June 30, 1999 are due to the
shortened NBA season.
</FN>
</TABLE>
The operations and financial results of the Boston Celtics are
seasonal. See "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations-General."
Ticket Sales. Ordinarily, the Boston Celtics play an equal number of
home games and away games during the 82-game NBA regular season. In
addition, the Boston Celtics ordinarily play eight exhibition games prior
to the commencement of the regular season. Under the NBA Constitution and
By-laws, the Boston Celtics receive all revenues from the sale of tickets
to regular season home games (subject to the NBA gate assessment of 6%) and
no revenue from the sale of tickets to regular season away games.
Generally, the Boston Celtics retain all revenues from the sale of tickets
to home exhibition games played in Boston as well as certain ticket
revenues from home exhibition games played outside of Boston. Under
certain circumstances, the Boston Celtics pay appearance fees to the
visiting team for exhibition games, and likewise the team may receive
appearance fees for exhibition games played elsewhere.
As a result of the lockout, the 1998-99 NBA regular season was
shortened to 50 regular season games consisting of an equal number of home
games and away games. In addition, upon resolution of the lockout, NBA
teams, including the Boston Celtics, played two exhibition games for which
tickets were issued at no charge.
Effective with the 1995-96 season, all Boston Celtics regular season
home games are played in the FleetCenter, an arena located in downtown
Boston, with a seating capacity of approximately 19,300. The policy of the
Boston Celtics during the last several years has been to limit the number
of season tickets so that some tickets are available on a per game basis.
During the 1999-2000 season, approximately 12,000 season tickets were sold,
as compared to 13,000 in the 1998-99 season and 14,000 in the 1997-98
season.
Television, Cable and Radio Broadcasting. The Boston Celtics and the
NBA license the television and radio broadcast rights to Boston Celtics
basketball games. The NBA, as agent for its members, licenses the national
and international broadcast of the games under agreements with NBC Sports,
a division of the National Broadcasting Company (the "NBC agreement"), and
Turner Network Television, Inc., an affiliate of Turner Broadcasting (the
"TNT agreement"). Each of the NBA member teams share equally in these
license fees. In addition, the Boston Celtics license the right to air all
Boston Celtics home and away games to Sportschannel New England Limited
Partnership (doing business as Fox Sports Net New England) (the "SNE
agreement"). The Boston Celtics license the rights to broadcast all games
on radio under an agreement with American Radio Systems, Inc., licensee of
Radio Station WEEI - 850AM (the "ARS agreement"). The NBC and TNT
agreements extend through the 2001-02 season. The SNE agreement extends
through the 2002-03 season, with a right to an additional extension by
Sportschannel New England Limited Partnership through the 2005-06 season.
The ARS agreement extends through the 2000-01 season. There can be no
assurance that Celtics Basketball or the NBA as agent for its members, upon
expiration of the aforementioned agreements, will be able to enter into new
agreements on terms as favorable as those in the current agreements.
Generally, these agreements provide for the broadcast of a specified
number of games (exhibition, regular season and playoff games) at specified
rights fees per game, which in some cases increase over the term of the
contract and in some cases provide for revenue sharing. The national
agreements provide that the licensee identify the games which it wishes to
broadcast and the local rights agreements provide for the preemption of
games broadcast under the national license agreements.
The NBC agreement accounted for approximately 16% ($13,381,000) and
14% ($6,142,000) of Celtics Basketball's total revenues for the years ended
June 30, 2000 and 1999, respectively, and the SNE agreement accounted for
approximately 14% ($11,125,000) of Celtics Basketball's total revenues for
the year ended June 30, 2000. BCLP's 48.3% interest in Celtics Basketball
is reflected in its equity in income (loss) of Celtics Basketball Holdings.
The NBC agreement accounted for approximately 15% ($11,439,000) of BCLP
II's total revenues for the year ended June 30, 1998. No other agreement
accounted for as much as 10% of BCLP's, BCLP II's or Celtics Basketball's
total revenues during any of the years ended June 30, 2000, 1999 and 1998.
Other Sources. Other sources of revenues for the basketball
operations include promotional and novelty revenues, including royalties
from NBA Properties, Inc. ("NBA Properties"). NBA Properties is a
corporation organized in 1967 to which each NBA member has assigned the
exclusive rights to the merchandising of its team name, insignia and other
similar properties to the extent such rights were not previously assigned
to others prior to the formation of NBA Properties. NBA Properties pays
royalties to each NBA team in consideration of the receipt of such rights.
This assignment is subject to the right of each team, including the Boston
Celtics, to use its insignia and symbols in connection with the promotion
of the team in its home territory and retail sales in its home arena. NBA
Properties licenses other companies to manufacture and sell official NBA
items such as sneakers, basketballs, warm-up jackets and sweatshirts, as
well as certain non-sports items.
Basketball Team
Players. In general, the rules of the NBA permit each team to
maintain an active roster of 12 basketball players during each regular
season and up to 20 players in the off-season. The By-laws of the NBA
require each member team to enter into a uniform player contract with each
of its players. The following table sets forth certain information
concerning the players under contract with the Boston Celtics as of August
25, 2000:
<TABLE>
<CAPTION>
Last Season
Name Position Years in NBA Under Contract
---- -------- ------------ --------------
<S> <C> <C> <C>
Kenny Anderson Guard 9 2002-03
Tony Battie Forward/Center 3 2005-06
Mark Blount Center -- 2001-02
Randy Brown Guard 9 2002-03
Chris Carr Guard 5 2000-01
Calbert Cheaney Forward 7 2001-02
Adrian Griffin Guard 1 2000-01
Walter McCarty Forward 4 2001-02
Greg Minor Forward 6 2000-01
Robert Pack Guard 9 2000-01
Paul Pierce Forward 2 2001-02
Vitaly Potapenko Center 4 2004-05
Antoine Walker Forward 4 2004-05
Eric Williams Forward 5 2003-04
John Williams Center 14 2000-01
</TABLE>
Compensation expense related to player salaries amounted to
$41,734,000 during the 1999-00 season. During the 2000-01 season, the
Boston Celtics are contractually required to make salary payments to its
players totaling $46,987,000.
Coaches, General Manager and other Team Personnel. The Head Coach of
the Boston Celtics, Rick Pitino, was appointed Head Coach, President and
Director of Basketball Operations following the 1996-97 season. Mr. Pitino
was previously the Head Basketball Coach at the University of Kentucky
(1989-1997), and served as the Head Coach of the New York Knickerbockers of
the NBA (1987-1989), Head Coach at Providence College (1985-1987),
assistant coach of the New York Knickerbockers (1983-1985) and Head Coach
at Boston University (1978-1983). Mr. Pitino is under contract with
Celtics Basketball as President and Director of Basketball Operations
through May 6, 2007, and as Head Coach of the Boston Celtics through the
2002-03 season.
James O'Brien has been an Associate Coach of the Boston Celtics since
May 1997. Mr. O'Brien was previously an assistant coach at the University
of Kentucky (1994-1997), the Head Coach at the University of Dayton (1989-
1994), and an assistant coach of the New York Knickerbockers (1987-1989),
prior to which he held a variety of coaching positions from 1974 through
1987. Mr. O'Brien is under contract through the end of the 2001-02 season.
Lester Conner has been an Assistant Coach of the Boston Celtics since
July 1998. Mr. Conner was previously a scout for the Miami Heat of the NBA
(1997), held several coaching positions since 1995, and played in the NBA
from 1982 through 1995. Mr. Conner is under contract through the end of
the 2000-01 season.
John Carroll has been an Assistant Coach of the Boston Celtics since
June 1997. Mr. Carroll was previously the Advance Pro Scout for the
Orlando Magic of the NBA (1996-1997) and for the Portland Trail Blazers of
the NBA (1995-1996), the Head Coach at Duquesne University (1989-1995) and
an assistant coach at Seton Hall University (1982-1989). Mr. Carroll is
under contract through the end of the 2000-01 season.
Andy Enfield has been an Assistant Coach of the Boston Celtics since
August 1998. Mr. Enfield was previously a private coach for a number of
NBA players, and was the shooting coach for the Milwaukee Bucks of the NBA
(1994-96). Mr. Enfield is under contract through the end of the 2000-01
season.
Shaun Brown has been the Strength and Conditioning Coach of the
Boston Celtics since May 1997. Mr. Brown was previously the Strength and
Conditioning Coach at the University of Kentucky (1992-1997), the Strength
and Conditioning Coach at Providence College (1989-1992) and the Assistant
Strength and Conditioning Coach at Rutgers University (1987-1988).
Chris Wallace has been the General Manager of the Boston Celtics
since May 1997. Mr. Wallace was previously the Director of Player
Personnel (1996-1997) and a scout (1992-1996) for the Miami Heat of the
NBA, prior to which he worked in various scouting capacities for the
Portland Trail Blazers, Denver Nuggets, Los Angeles Clippers and New York
Knickerbockers of the NBA. Mr. Wallace is under contract through the end
of the 2000-01 season.
Ed Lacerte is the Head Athletic Trainer and Physical Therapist of the
Boston Celtics and has served in that capacity since September 1987. Mr.
Lacerte is under contract through the end of the 2002-03 season.
Compensation expense for coaches, general manager and other Boston
Celtics team personnel, including compensation payments to team personnel
not under contract, amounted to $8,997,000 during the 1999-00 season.
During the 2000-01 season, the Boston Celtics are contractually required to
make salary payments to its coaches, general manager and other team
personnel totaling $8,475,000.
Collective Bargaining Agreement. NBA players, including those that
play for the Boston Celtics, were previously covered by a collective
bargaining agreement between the NBA and the NBPA that was to be in effect
through June 30, 2001 (the "Collective Bargaining Agreement"). The
Collective Bargaining Agreement provided for maximum and minimum total team
salaries to be paid to players. Both maximum and minimum team salaries
were determined based on estimates of league revenues prior to the start of
each season. The maximum team salary (the "Salary Cap") for each team for
a particular season, subject to certain exceptions, was the greater of a
predetermined dollar amount or 48.04% of the projected Basketball-Related
Income (as defined in the Collective Bargaining Agreement) ("BRI") of all
NBA teams, less league-wide benefits, divided by the number of NBA teams.
Under the terms of the Collective Bargaining Agreement, the NBA had
the right to terminate the Collective Bargaining Agreement after the 1997-
98 season if it was determined that the aggregate salaries and benefits
paid by all NBA teams for the 1997-98 season exceeded 51.8% of projected
BRI. On March 23, 1998, the Board of Governors of the NBA voted to
exercise that right and reopen the Collective Bargaining Agreement
effective as of June 30, 1998, as it had been determined that the aggregate
salaries and benefits paid by the NBA teams for the 1997-98 season would
exceed 51.8% of projected BRI. Effective July 1, 1998, the NBA commenced a
lockout of NBA players in support of its attempt to reach a new collective
bargaining agreement.
On January 20, 1999, the NBA and the NBPA entered into a New
Collective Bargaining Agreement, thereby ending the lockout. The New
Collective Bargaining Agreement is to be in effect through June 30, 2004,
and the NBA has an option to extend it for one year thereafter. As a
result of the lockout, the 1998-99 NBA regular season consisted of 50 games
per team (25 of which were home games), beginning in early February 1999.
Ordinarily, the NBA regular season consists of 82 games per team (41 of
which are home games), and generally begins in late October or early
November. Further, as provided under the terms of the New Collective
Bargaining Agreement, NBA teams were only required to pay 50/82 of each
player's salary with respect to the 1998-99 regular season. Previously, an
independent arbitrator ruled that NBA teams, including the Boston Celtics,
were not required to pay player salaries during the lockout.
Given the fixed nature of many of its expenses, and given that the
Boston Celtics' operating income is almost entirely dependent on the NBA
season, the cancellation of 32 regular season games (of which 16 were home
games) as a result of the lockout had a material adverse effect on the
Partnership's financial condition and its results of operations for the
fiscal year ended June 30, 1999. Celtics Basketball estimates that each
canceled regular season home game resulted in a loss of ticket revenue of
approximately $950,000, which includes refunds paid to season ticket
holders as well as an estimate of lost ticket sales. Celtics Basketball's
local television and radio broadcast rights agreements provide for the
broadcast of a specified number of games at specified rights fees per game.
In addition, the NBA, as agent for its members, licenses the national and
international broadcast of games, and each of the NBA member teams shares
equally in these license fees. Celtics Basketball estimates that each
canceled regular season game resulted in a loss of television and radio
broadcast rights fees of approximately $314,000. Celtics Basketball was
only required to pay 50/82 of each player's salary with respect to the
1998-99 regular season, and, as a result, estimates that each canceled
regular season game resulted in a reduction in player salaries of $370,000.
The estimates of lost revenues and reduced expenses set forth in the
preceding paragraph are based on historical experience and certain
assumptions, including assumptions regarding ticket sales, amounts realized
under broadcast agreements and composition of the Boston Celtics team
roster. There can be no assurance as to the accuracy of these assumptions
or that Celtics Basketball would have recognized the aforementioned per-
game estimates of revenues and expenses had the games not been canceled,
and such per-game estimates of revenues and expenses should not be relied
upon as an indication of future revenues and expenses. Further, there can
be no assurance that the NBA and NBPA will not experience labor relations
difficulties in the future or that Celtics Basketball will not,
notwithstanding the New Collective Bargaining Agreement, experience
significantly increased player salaries, which could have a material
adverse effect on the Partnership's financial condition or results of
operations.
Basketball Facilities
Effective with the start of the 1995-96 basketball season, the Boston
Celtics play all home games at the FleetCenter located in Boston,
Massachusetts. On April 4, 1990, the Boston Celtics entered into a
License/Lease Agreement and an Office Lease Agreement (collectively, the
"Lease Agreement") with New Boston Garden Corporation ("NBGC"), which was
amended in certain respects and was assigned to Celtics Basketball in
connection with the Reorganization. NBGC, which is not affiliated with the
Boston Celtics, developed the new building and sports entertainment
facility which has a seating capacity of approximately 19,300 spectators.
The FleetCenter opened on September 30, 1995.
Under the terms of the Lease Agreement, NBGC has granted to Celtics
Basketball a license to use the basketball facilities at the FleetCenter
and provides approximately 10,000 square feet of office space. NBGC is
responsible for maintaining the FleetCenter and providing administrative
personnel such as ushers, ticket takers, police and security personnel,
announcers, scorers and statisticians. At Celtics Basketball's request,
NBGC is responsible for making all box office ticket sales and remitting
the proceeds to Celtics Basketball. Celtics Basketball does not pay rent
to NBGC, and NBGC generally receives only premium fee revenues generated
from preferred seating and executive boxes in the FleetCenter. Under the
terms of the Lease Agreement, Celtics Basketball does not share in revenue
from food and beverage concessions at the FleetCenter but may sell programs
at each game subject to the payment of a commission to NBGC's
concessionaires. NBGC is also licensed to sell merchandise bearing the
Boston Celtics' name, trademark and/or logo, subject to prior approval by,
and payment of a commission to, Celtics Basketball.
The Lease Agreement commenced on the day that the FleetCenter was
substantially completed and operational and expires on May 31, 2006. NBGC
may, at its option, extend the term of the Lease Agreement for five
additional basketball seasons (the "Extended Term"), provided NBGC gives
notice on or before May 31, 2001 of its intention to exercise its option
and subject to the NBGC making certain payments to Celtics Basketball,
based on NBGC's revenues, during the Extended Term.
Celtics Basketball also leases approximately 16,000 square feet of
space at 151 Merrimac Street, Boston, Massachusetts. This facility houses
the Boston Celtics administrative offices. The term of this lease extends
through December 2005, with an option to extend for one five-year renewal
period. Under the provisions of the Lease Agreement with NBGC, Celtics
Basketball is reimbursed for the cost of 10,000 square feet of office space
during the 10-year term of the Lease Agreement with NBGC.
On March 31, 1998, CLP entered into a lease agreement for the use of
a 22,000 square foot practice facility and wellness center in Waltham,
Massachusetts. The facility also includes certain office space for Boston
Celtics basketball operations personnel. Celtics Basketball does not pay
rent under this lease agreement. The term of the lease extends through
June 30, 2010, with three three-year options to extend. The lease
agreement was assigned to Celtics Basketball in connection with the
Reorganization.
Celtics Basketball does not own any real property.
The NBA
The NBA is a joint venture, consisting of member teams, each of which
operates a professional basketball team in a major city of the United
States or Canada. NBA members operate under the rules and regulations
established by the NBA Constitution and By-laws. The NBA Constitution
prohibits any NBA "owner" (as defined in the NBA Constitution) or person
with management authority over an NBA member from (i) directly or
indirectly exercising control over any other NBA member, or (ii) holding a
direct or indirect financial interest in another NBA member, unless the
financial interest does not exceed one percent of any outstanding publicly
traded class of securities or 75% of the Board of Governors of the NBA
approves the interest. The NBA Constitution also imposes restrictions upon
the transfer of interests in NBA members. The acquisition of a 10% or
greater interest in a member team must be approved by the Board of
Governors. The acquisition of an interest of less than 10% but more than
5% must be approved by a committee appointed by the NBA Commissioner. In
general, the acquisition of a 5% or less interest must be approved by the
NBA Commissioner. However, the acquisition of less than a 5% interest in a
team that is owned by more than 500 persons is not restricted unless (i)
the effect of such acquisition is to change ownership of effective control
of the NBA member, (ii) the acquisition would result in any person or
entity that has not been approved by an NBA committee or the members
holding directly or indirectly more than a 5% interest or (iii) the
acquisition would result in any person or entity that has not been approved
by the NBA members holding directly or indirectly more than a 10% interest.
Pursuant to applicable NBA rules, referees and other employees of the NBA
are not eligible to purchase or hold BCLP Units. Accordingly, a record
owner of BCLP Units may not transfer ownership of his or her BCLP Units to
any person who is not an "eligible holder" or who does not properly execute
and deliver a transfer application certifying that he or she (or that, to
the best of his or her knowledge, the person for whom he or she is acting
as nominee) is an "eligible holder."
Competition
The Boston Celtics are the only professional basketball team in the
Boston area. However, the Boston Celtics compete for spectator interest
with all forms of professional and amateur sports conducted in and near
Boston. During parts of the basketball season the Boston Celtics
experience competition from professional hockey (the Boston Bruins),
professional football (the New England Patriots), and professional baseball
(the Boston Red Sox). In addition, the colleges and universities in the
Boston area, as well as public and private schools, offer a full schedule
of athletic events throughout the year. The Boston Celtics also compete
for attendance with the wide range of other entertainment and recreational
activities available in New England.
The Boston Celtics also compete with other United States and foreign
basketball teams, professional and otherwise, for available players.
Insurance
The Boston Celtics maintain accidental death and dismemberment,
disability and life insurance policies on most key players and certain
coaches. These disability policies cover injuries which result in
permanent and total disability, as well as temporary disability for
injuries which cause less severe damage, but loss of player services for
more than half a playing season. These policies would generally reimburse
Celtics Basketball for a substantial percentage of the payments which it
would be required to make to such player under his contract. The waiting
period for reimbursement under most temporary disability policies is 41
games. This Key Man Disability Insurance Plan is maintained by the NBA
through a Master Policy Program, and underwritten by a leading national
insurance company.
The Boston Celtics participate in a workers' compensation policy and
a high limit comprehensive general liability and umbrella policy maintained
by the NBA. Included under that plan is protection for team sports
participant's liability covering claims which may result from, among other
things, certain injuries which may be incurred during player contests or
exhibitions sponsored by the Boston Celtics.
The NBA has established a Disaster Plan which permits a team
suffering an air or similar disaster to draft players from the other NBA
teams subject to specified procedures. The NBA maintains an insurance
policy that provides compensation to the team suffering the disaster, as
well as those teams whose players are selected in such special draft.
In addition to basketball-related insurance, the Partnership
maintains various types of business insurance, including general liability
insurance and umbrella insurance.
Employees
In addition to the players and coaches, see "Basketball Operations -
Basketball Team," as of August 25, 2000, the Boston Celtics have 47 full-
time employees engaged in operating, marketing, advertising and
administrative activities. In addition, the Partnership has 10 full-time
employees engaged in operating and administrative activities. None of the
Partnership's employees other than its players are covered by collective
bargaining agreements. The Partnership considers its relations with its
employees to be good.
Item 3. Legal Proceedings
------- -----------------
As a member of the NBA, Celtics Basketball is a defendant along with
the other NBA members in various lawsuits incidental to the NBA's
basketball operations. Celtics Basketball will generally be liable,
jointly and severally, with all other members of the NBA for the costs of
defending such lawsuits and any liabilities of the NBA which might result
from such lawsuits. From time to time, the Partnership may become a party
to legal proceedings arising in the ordinary course of business.
In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the
State of Delaware in and for New Castle County against BCLP II, Celtics,
Inc., Paul E. Gaston, Don F. Gaston, Paula B. Gaston, John H.M. Leithead
and John B. Marsh III, each a director or former director of Celtics, Inc.
BCLP II GP, Inc. is a wholly owned subsidiary of Celtics, Inc. The named
plaintiffs, who each purported to bring their individual actions on behalf
of themselves and others similarly situated, are Kenneth L. Rilander,
Harbor Finance Partners, Maryann Kelly and Kathleen Kruse Perry. Each of
the Complaints alleges, among other things, that the Reorganization was
unfair to former BCLP II Unitholders, and seeks to recover an unspecified
amount of damages, including attorneys' and experts' fees and expenses.
The Partnership filed a Motion to Dismiss the Complaint filed by Mr.
Rilander on July 29, 1998, and discovery in that case has been stayed by
agreement of the parties. The Complaints have been consolidated. On
August 6, 1999, the Court of Chancery issued an opinion granting in part,
and denying in part, the Partnership's Motion to Dismiss, and on September
3, 1999, the plaintiffs filed an amended consolidated Complaint. On
October 1, 1999, the Partnership filed an answer to the Complaint.
Although the ultimate outcome of the Complaint cannot be determined
at this time, management of the Partnership does not believe that the
outcome of these proceedings will have a material adverse effect on the
Partnership's financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
None.
PART II
-------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
------- ---------------------------------------------------------------------
BCLP's Units are listed on the New York Stock Exchange and the Boston
Stock Exchange and are traded under the symbol "BOS". BCLP's Subordinated
Debentures trade on the New York Stock Exchange and provide for annual
interest payments.
The following table sets forth, for the periods indicated, the high
and low sales prices per BCLP Unit on the New York Stock Exchange for the
years ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
Sales Price
---------------------
High Low
---- ---
<S> <C> <C>
Year Ended June 30, 2000
First Quarter $12.0000 $11.0000
Second Quarter 11.0625 9.1250
Third Quarter 10.3750 9.6875
Fourth Quarter 10.3125 9.5000
Year Ended June 30, 1999
First Quarter $11.3750 $ 7.0000
Second Quarter 12.0000 7.2500
Third Quarter 17.5000 10.2500
Fourth Quarter 12.9375 11.5625
<FN>
--------------------
As of August 25, 2000, the approximate number of registered holders
of BCLP's Units was 61,716.
</FN>
</TABLE>
No cash distributions to Unitholders of BCLP were declared or paid
during the years ended June 30, 2000 or 1999. Distributions may be
declared from time to time in the sole discretion of BCLP GP as General
Partner of the Partnership. See "Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources."
Item 6. Selected Consolidated Financial Data
------- ------------------------------------
The selected consolidated financial information set forth below represents
the consolidated operating results and balance sheet data of BCLP and BCLP
II as described in "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Basis of Presentation."
Amounts in thousands, except per unit amounts.
<TABLE>
<CAPTION>
Consolidated Statement of Operations Data: Year Ended June 30
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues:
Equity in net income (loss) of Celtics
Basketball Holdings, L.P.(1) $ 4,353 $ (205)
Basketball regular season -
Ticket sales $39,108 $ 31,813 $ 35,249
Television and radio broadcast rights fees 28,002 23,269 22,072
Other, principally promotional advertising 8,570 7,916 7,459
------------------------------------------------------------
4,353 (205) 75,680 62,998 64,780
Costs and expenses:
Basketball regular season -
Team 40,402 40,941 27,891
Game 2,820 2,386 2,606
General and administrative 3,943 3,837 13,465 13,914 15,053
Selling and promotional 4,819 4,680 2,974
Depreciation 10 9 208 189 141
Amortization of NBA franchise and other
intangible assets 47 47 165 165 165
------------------------------------------------------------
4,000 3,893 61,879 62,275 48,830
------------------------------------------------------------
353 (4,098) 13,801 723 15,950
Interest income (expense), net (1,882) (2,151) 384 736 1,788
Net realized gains (losses) on disposition of
marketable securities 6 (18) 361 (101)
------------------------------------------------------------
Income (loss) from continuing operations before
income taxes and extraordinary charge (1,529) (6,243) 14,167 1,820 17,637
Provision for income taxes 1,800 1,600 1,900 1,400 1,850
------------------------------------------------------------
Income (loss) from continuing operations before
extraordinary charge (3,329) (7,843) 12,267 420 15,787
Extraordinary charge for early retirement of notes
payable (2,256)
Income from discontinued operations, net of taxes 83
Gain from disposal of discontinued operations, net
of taxes 38,331
------------------------------------------------------------
Net income (loss) $(3,329) $(10,099) $12,267 $ 420 $ 54,201
============================================================
Income (loss) from continuing operations before
extraordinary charge applicable to interests of
Limited Partners $(3,330) $ (7,709) $11,961 $ 358 $ 15,437
Net income (loss) applicable to interests of
Limited Partners $(3,330) $ (9,920) $11,961 $ 358 $ 52,910
Per unit:
Income (loss) from continuing operations
before extraordinary charge-basic $ (1.23) $ (2.85) $ 2.45 $ 0.07 $ 2.68
Income (loss) from continuing operations
before extraordinary charge-diluted $ (1.23) $ (2.85) $ 2.17 $ 0.06 $ 2.59
Net income (loss)-basic $ (1.23) $ (3.67) $ 2.45 $ 0.07 $ 9.18
Net income (loss)-diluted $ (1.23) $ (3.67) $ 2.17 $ 0.06 $ 8.89
Distributions declared to Unitholders $ 2.00 $ 1.00 $ 1.50
</TABLE>
<TABLE>
<CAPTION>
Consolidated Balance Sheet Data: As of June 30
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Current assets $87,024 $ 86,045 $90,927 $103,801 $135,903
Current liabilities 11,489 3,351 22,411 39,139 40,289
Total assets 88,090 87,274 92,047 119,200 145,233
Deferred federal and state income taxes -
noncurrent portion 9,711 9,711 9,711 20,100 20,100
Notes payable - noncurrent portion 50,000 50,000 30,000 47,500 50,000
Deferred compensation - noncurrent portion 10,380 11,750
Subordinated debentures 33,790 33,385 32,985
Investment in capital deficiency of Celtics
Basketball Holdings, L.P.(1) 29,437 33,790 29,865
Other noncurrent liabilities 9,870 6,575
Partners' capital (deficit) (46,337) (42,963) (32,926) (7,790) 16,520
<FN>
--------------------
(1) See consolidated financial statements of Celtics Basketball Holdings,
L.P. contained elsewhere herein.
</FN>
</TABLE>
Item 7. Management's Discussion and Analysis of
------- ---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Forward Looking Statements
Certain statements and information included herein are "forward-
looking statements" within the meaning of the federal Private Securities
Litigation Reform Act of 1995, including statements relating to prospective
game, broadcast and other revenues, expenses (including player and other
team costs), estimates of future impacts of the player lockout, capital
expenditures, tax burdens, earnings and distributions, and expectations,
intentions and strategies regarding the future. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Partnership to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Factors that could cause the Partnership's financial condition, results of
operation, liquidity and capital resources to differ materially include the
continuing effects of the player lockout and cancellation of 32 regular
season games in the 1998-99 season as a result of the lockout, the impact
of the lockout on television and other revenues, the competitive success of
the Boston Celtics, uncertainties as to increases in players' salaries, the
Boston Celtics' ability to attract and retain talented players, the risk of
injuries to key players, uncertainties regarding media contracts,
uncertainties regarding labor relations and the performance of certain
investments by subsidiaries of the Partnership.
Basis of Presentation
As more fully described in "Item 1 - Business and Properties -
General," BCLP II completed a Reorganization on June 30, 1998 pursuant to
which BCLP was formed as a holding entity for BCLP II. From its date of
formation until the completion of the Reorganization, BCLP had no material
assets and was not engaged in any business operations. Prior to the
Reorganization, BCLP II, through its subsidiaries, owned and operated the
Boston Celtics. Accordingly, the operating results of the Boston Celtics are
consolidated in BCLP II's financial statements for periods prior to the
Reorganization. Upon completion of the Reorganization, effective June 30,
1998, BCLP's and BCLP II's interest in the accounts and operations of the
Boston Celtics is reflected in their indirect 48.3% investment in Celtics
Basketball Holdings, which is accounted for on the equity method. Celtics
Basketball Holdings has a 99.999% limited partnership interest in Celtics
Basketball, which owns and operates the Boston Celtics effective July 1, 1998.
Because BCLP had not engaged in any business operations prior to June
30, 1998, the Selected Consolidated Statement of Operations Data presented
in "Item 6" above and the following discussion compare the operating
results of BCLP and its subsidiaries for the year ended June 30, 2000 with
the year ended June 30, 1999 and compare the operating results of BCLP and
its subsidiaries for the year ended June 30, 1999 with those of BCLP II and
its subsidiaries for the year ended June 30, 1998. Due to the July 1, 1998
change in BCLP's and BCLP II's method of accounting for their investment in
the accounts and operations of the Boston Celtics from consolidation to the
equity method, BCLP's and BCLP II's results of operations in the fiscal
year ended June 30, 1999 are materially different than those in the fiscal
year ended June 30, 1998.
Collective Bargaining Agreement
NBA players, including those that play for the Boston Celtics, were
previously covered by a collective bargaining agreement between the NBA and
the NBPA that was to be in effect through June 30, 2001. Under the terms
of the Collective Bargaining Agreement, the NBA had the right to terminate
the Collective Bargaining Agreement after the 1997-98 season if it was
determined that the aggregate salaries and benefits paid by all NBA teams
for the 1997-98 season exceeded 51.8% of projected Basketball Related
Income, as defined in the Collective Bargaining Agreement ("BRI"). In
March 1998 the Board of Governors of the NBA voted to reopen the Collective
Bargaining Agreement, as it had been determined that the aggregate salaries
and benefits paid by the NBA teams for the 1997-98 season would exceed
51.8% of projected BRI. Effective July 1, 1998, the NBA commenced a
lockout of NBA players in support of its attempt to reach a new collective
bargaining agreement.
On January 20, 1999, the NBA and the NBPA entered into a New
Collective Bargaining Agreement, thereby ending the lockout. The New
Collective Bargaining Agreement is to be in effect through June 30, 2004,
and the NBA has an option to extend it for one year thereafter. As a
result of the lockout, the 1998-99 NBA regular season consisted of 50 games
per team (25 of which were home games), beginning in early February 1999.
Ordinarily, the NBA regular season consists of 82 games per team (41 of
which are home games), and generally begins in late October or early
November. Further, as provided under the terms of the New Collective
Bargaining Agreement, NBA teams were only required to pay 50/82 of each
player's salary with respect to the 1998-99 regular season. Previously, an
independent arbitrator ruled that NBA teams, including the Boston Celtics,
were not required to pay player salaries during the lockout.
NBA teams, including the Boston Celtics, refunded amounts paid by
season ticket holders (plus interest at 6%) for a total of 18 home games
(including two exhibition games) that were canceled as a result of the
lockout. Refunds of approximately $11,632,000 (including interest of
$185,000) were paid by Celtics Basketball for canceled games. In addition,
certain season ticket holders elected to leave their refunds and interest
on deposit for future games. Such refunds and interest amounted to
approximately $571,000 at June 30, 1999 (including interest of
approximately $12,000). No interest accrued on such amounts since January
31, 1999.
General
The Boston Celtics derive revenues principally from the sale of
tickets to home games and the licensing of television, cable network and
radio rights. The most significant expenses of the Boston Celtics are
player and coaching salaries. A large portion of the Boston Celtics'
annual revenues and operating expense is determinable at the commencement
of each basketball season based on season ticket sales and the Boston
Celtics' multi-year contracts with its players, coaches and broadcast
organizations.
The operations and financial results of the Boston Celtics are
seasonal. On a cash flow basis, the Boston Celtics receive a substantial
portion of their receipts from the advance sale of season tickets during
the months of June through October, prior to the commencement of the NBA
regular season. Cash receipts from playoff ticket sales are received in
March of any year for which the team qualifies for league playoffs. Most
of the Boston Celtics' operating expenses are incurred and paid during the
regular season, which extends from late October or early November through
late April.
For financial reporting purposes the Boston Celtics recognize
revenues and expenses on a game-by-game basis. Because the NBA regular
season ordinarily begins in late October or early November, the first
fiscal quarter, which ends on September 30, will generally include limited
or no revenue and will reflect a net loss attributable to general and
administrative expenses incurred in the quarter. Based on the present NBA
game schedule, the Boston Celtics generally recognize approximately one-
third of its annual regular season revenue in the second fiscal quarter,
approximately one-half of such revenue in the third fiscal quarter and the
remainder in the fourth fiscal quarter, and it recognizes its playoff
revenue, if any, in the fourth fiscal quarter. Due to the lockout in the
1998-99 season, however, the operating results of the Boston Celtics for
the year ended June 30, 1999 did not reflect historical seasonal trends.
The consolidated statements of operations data include the results of
operations of television station WFXT prior to its sale on July 7, 1995, as
well as the gain on its disposal, as discontinued operations.
Results of Operations
Consolidated net loss for the year ended June 30, 2000 was $3,329,000
or $1.23 per unit compared with consolidated loss before extraordinary
charge for the year ended June 30, 1999 of $7,843,000 or $2.85 per unit and
consolidated net loss for the year ended June 30, 1999 of $10,099,000 or
$3.67 per unit. BCLP II recorded consolidated net income of $12,267,000 or
$2.45 per unit for the year ended June 30, 1998. The significant loss
before extraordinary charge in fiscal 1999 is primarily a result of the
lockout, the cancellation of 32 regular season games and the reduced number
of games in the revised 1998-99 NBA schedule.
BCLP II recorded an extraordinary charge in the three months ended
September 30, 1998 related to the early retirement of notes payable to a
former principal unitholder relating to redeemed BCLP II units. The notes
payable to the former principal unitholder had an aggregate initial face
amount of $14,365,096. The notes, which were due and payable on July 1,
2000, also provided that the amounts to be paid to such unitholder were to
be increased by specified amounts on each July 1 during their term. If the
principal unitholder held the notes until July 1, 2000, he would have been
entitled to receive aggregate payments (excluding interest) in the amount
of $20,044,320. Each of the notes bore interest payable quarterly at the
rate of 7.76% per annum. At September 30, 1998, BCLP II repaid the notes
payable, which had an aggregate balance, including scheduled increases in
the note balances, of $17,538,780. The notes payable were repaid in the
amount of $19,794,320, resulting in an extraordinary charge of $2,255,540
related to early retirement of notes payable.
Equity in net income (loss) of Celtics Basketball Holdings, L.P.
("Celtics Basketball Holdings") represents BCLP's 48.3% interest in the
income (loss) of the entity that indirectly owns and operates the Boston
Celtics basketball team subsequent to the Reorganization. Prior to the
Reorganization, the operating results of the Boston Celtics basketball team
were consolidated with BCLP II's operating results. Celtics Basketball
recognizes Boston Celtics team and game revenues and expenses on a game-by-
game basis, and the NBA regular season ordinarily begins in late October or
early November. As a result, BCLP II's operating results for the year
ended June 30, 1998 included revenues from ticket sales, television and
radio broadcast rights fees and promotional advertising, and included team,
game and selling and promotional expenses. Had BCLP II accounted for a
48.3% interest of the Boston Celtics basketball team for the year ended
June 30, 1998 using the equity method, BCLP II's pro forma equity in income
of the Boston Celtics would have amounted to $8,940,000, reflecting, among
other things, team and game revenues and expenses related to the 82 regular
season games played by the Boston Celtics in the year ended June 30, 1998.
Due to the cancellation of 32 regular season games in the 1998-99 season,
the Boston Celtics did not commence their 1998-99 season until early
February 1999, and the Boston Celtics played 50 regular season games in the
year ended June 30, 1999. As a result, BCLP's equity in its interest in
Celtics Basketball Holdings for the year ended June 30, 1999 reflected a
net loss of $205,000, as net team and game income related to the 50 regular
season games played were more than offset by general and administrative
expenses, selling and promotional expenses, certain team expenses
contractually related to the 32 canceled games and interest expense, net of
interest income. The 1999-2000 NBA regular season began in early November
1999 and consisted of a full 82-game regular season schedule. As a result,
BCLP's equity in its interest in Celtics Basketball Holdings resulted in
income of $4,353,000 in the year ended June 30, 2000, as net team and game
income from the full 82-game regular season schedule exceeded team and game
expenses, general and administrative expenses, selling and promotional
expenses, and interest expense, net of interest income.
General and administrative expenses of $3,943,000 in fiscal 2000
increased by $106,000 compared to $3,837,000 in fiscal 1999 as a result of
an increase in personnel expenses, partially offset by a decrease in
professional expenses. General and administrative expenses of $3,837,000
in fiscal 1999 decreased by $9,628,000 compared to BCLP II's general and
administrative expenses of $13,465,000 in fiscal 1998. General and
administrative expenses in fiscal 1998 included general and administrative
expenses related to the Boston Celtics basketball team of $5,709,000.
Effective July 1, 1998, BCLP accounts for its 48.3% indirect interest in
the Boston Celtics basketball team using the equity method, and,
accordingly, general and administrative expenses related to the Boston
Celtics basketball team in fiscal 2000 and 1999 are included in equity in
income (loss) of Celtics Basketball Holdings. The balance of the decreases
in general and administrative expenses in fiscal 1999 is a result of
decreased personnel and other general and administrative expenses as a
result of the Reorganization. Reorganization costs amounted to
approximately $2,350,000, which consisted primarily of legal and
professional expenses, costs of printing and distribution and filing fees.
These costs were charged to operations by BCLP II in fiscal 1998.
Depreciation expense of $10,000 in fiscal 2000 increased by $1,000
compared to $9,000 in fiscal 1999, and depreciation expense of $9,000 in
fiscal 1999 decreased by $199,000 compared to BCLP II's depreciation
expense of $208,000 in fiscal 1998. Depreciation expense in fiscal 1998
included $199,000 of depreciation expense related to the Boston Celtics
basketball team.
Amortization expense of $47,000 in fiscal 2000 and 1999 decreased by
$118,000 compared to BCLP II's amortization expense of $165,000 in fiscal
1998. BCLP's amortization expense increased $43,000 in fiscal 1999 due to
an increase in deferred financing costs, but this increase was offset by
the fact that amortization expense in fiscal 1998 included $161,000 of
amortization related to the Boston Celtics basketball team.
Interest expense of $7,152,000 in fiscal 2000 increased by $1,103,000
compared to $6,649,000 in fiscal 1999 due to an increase in borrowings
under BCLP's revolving credit agreement with its commercial bank combined
with the effect of an increase in interest rates on those borrowings.
Interest expense of $6,649,000 in fiscal 1999 increased $631,000 compared
to $6,018,000 in fiscal 1998. The increase in fiscal 1999 is primarily
attributable to interest of $3,644,000 related to the Subordinated
Debentures issued by BCLP II in connection with the Reorganization
(including amortization of the original issue discount on the Subordinated
Debentures) and interest of $419,000 related to new borrowings under BCLP
II's revolving credit agreement with its commercial bank. These increases
were partially offset by the fact that interest expense in fiscal 1998
included $3,431,000 of interest expense related to the Boston Celtics
basketball team.
Interest income from other short-term investments of $5,270,000 in
fiscal 2000 increased by $772,000 compared to $4,498,000 in fiscal 1999,
primarily as a result of an increase in interest rates earned on invested
balances in fiscal 2000. Interest income from other short-term investments
of $4,498,000 in fiscal 1999 decreased $1,904,000 compared to $6,402,000 in
fiscal 1998. The decrease in 1999 was attributable to a reduced amount of
available funds for short-term investment as well as the effect of a
decrease in interest rates in fiscal 1999 on those invested balances.
BCLP's provision for income taxes of $1,800,000 in fiscal 2000, which
relates to BCLP's subsidiary corporations, increased by $200,000 compared
to $1,600,000 in fiscal 1999. The increase is primarily a result of an
increase in income earned by BCLP's subsidiary corporations to $4,027,000
in fiscal 2000 compared to $3,553,000 in fiscal 1999.
Liquidity and Capital Resources
BCLP used approximately $6,792,000 and $7,700,000 in cash flows from
operating activities in fiscal 2000 and 1999, respectively. BCLP II
generated approximately $16,301,000 in cash from operating activities in
1998. The decrease in cash flows from operating activities in fiscal 2000
and 1999 is directly attributable to BCLP's accounting for its interest in
the Boston Celtics on the equity method effective July 1, 1998. In
addition, cash used in operating activities in fiscal 2000 and 1999
included annual interest due on the Subordinated Debentures in the amount
of $3,244,000. Capital expenditures amounted to approximately $8,000 and
$385,000 in 2000 and 1998, respectively. At June 30, 2000 the Partnership
had approximately $3,394,000 of cash and cash equivalents and $83,100,000
of other short-term investments. In addition to these amounts, sources of
funds available to the Partnership include funds generated by operations,
unused portions of credit facilities with its commercial bank, and
distributions from Celtics Basketball Holdings, which through a subsidiary
owns and operates the Boston Celtics. These resources will be used to
repay commercial bank borrowings and for general partnership purposes,
working capital needs or possible investments and/or acquisitions.
On May 20, 1998, BCLP II entered into a $60,000,000 revolving credit
agreement with its commercial bank, $20,000,000 of which was reserved for
the repayment of notes payable related to redeemed BCLP II Units. Interest
on advances under the revolving credit agreement accrues at BCLP II's
option of either LIBOR plus 0.70% or the greater of the bank's Base Rate or
the Federal Funds Effective Rate plus 0.50%. The revolving credit
agreement expires on June 30, 2003 and is secured by a pledge of certain
short-term investments of CCC, an indirect subsidiary of BCLP and BCLP II.
On May 26, 1998, $30,000,000 was advanced under the revolving credit
agreement in connection with the Reorganization, and on September 30, 1998,
BCLP II borrowed the $20,000,000 reserved for the repayment of notes
payable related to redeemed BCLP II Units and repaid the notes with the
proceeds. On June 30, 1999, BCLP II $2,500,000 against the revolving line
of credit for general working capital purposes, and during fiscal 2000,
BCLP II borrowed the remaining $7,500,000 available under the revolving
credit agreement. Management anticipates that amounts advanced under the
revolving credit agreement will be repaid by BCLP II out of cash flows,
principally distributions from Celtics Basketball Holdings.
In connection with the Reorganization, BCLP II distributed 6%
subordinated debentures to certain former holders of BCLP II units. One
$20 face value subordinated debenture was distributed for each of the
2,703,664 BCLP II units with respect to which a BCLP II Unitholder elected
to receive subordinated debentures, cash and BCLP units. The subordinated
debentures were recorded at $12.20 per debenture, the fair market value at
date of issue, or $32,984,700. The original issue discount of $21,088,580
is being amortized over the 40-year life of the debentures using the
interest method and accordingly, the subordinated debentures are carried on
the balance sheet at $33,789,695 at June 30, 2000. The subordinated
debentures bear interest at the rate of 6% per annum, payable annually
commencing June 30, 1999, and mature on June 30, 2038. There is no
mandatory redemption or sinking fund requirements of the subordinated
debentures.
No cash distributions to unitholders of BCLP were declared or paid
during the years ended June 30, 2000 or 1999. During the year ended June
30, 1998, a cash distribution of $1.00 per BCLP II unit was paid to BCLP II
unitholders on January 14, 1998 (declared December 11, 1997 to unitholders
of record on December 26, 1997). In addition, a cash distribution of $1.00
per unit was paid to BCLP II unitholders electing to receive subordinated
debentures and BCLP units in connection with the Reorganization. Future
distributions will be determined by BCLP GP in its sole discretion based,
among other things, on available resources and the needs of the
Partnership, the ability of BCLP's subsidiaries to generate sufficient
operating cash flow, and the funds available after debt service payments
related to the notes payable to commercial bank and the subordinated
debentures.
Management believes that BCLP's cash, cash equivalents and other
short-term investments together with cash from operating activities will
provide adequate cash for the Partnership and its subsidiaries to meet
their cash requirements through June 30, 2001.
Market Risk
-----------
At June 30, 2000, BCLP had invested approximately $83,100,000 in loan
participations issued by a commercial bank with maturities of less than
ninety days. Due to their short maturities and applicable transfer
restrictions, management believes that the loan participations are not
exposed to market risk. Management further believes that the partnership
has no other assets that are subject to market risk.
Year 2000
---------
In prior filings, the Partnership discussed the nature and progress
of its plans to become Year 2000 ready. As used by the Partnership, "Year
2000 ready" means that a system will function in the year 2000 without
modification or adjustment, or with a one-time manual adjustment. In late
1999, the Partnership completed its remediation and testing of systems. As
a result of those planning and implementation efforts, the Partnership
experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The
Partnership has not spent a material amount to remediate Year 2000 problems
and does not anticipate that it will spend a material amount to remediate
Year 2000 problems in the future. The Partnership is not aware of any
material problems resulting from Year 2000 issues, either with its internal
systems or the products and services of third parties. The Partnership
will continue to monitor its mission critical computer applications and
those of its suppliers and vendors throughout the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.
Item 8. Financial Statements and Supplementary Data
------- -------------------------------------------
See Item 14.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
-------- --------------------------------------------------
General Partner
The General Partner of BCLP is BCLP GP, Inc., a Delaware corporation
organized in 1998 ("BCLP GP"), and the General Partner of BCLP II is BCLP
II GP, Inc., a Delaware corporation organized in 1998 ("BCLP II GP"). BCLP
GP is wholly owned by Paul Gaston, and BCLP II GP is wholly owned by
Celtics, Inc., which is wholly owned by Walcott Partners, L.P., a Gaston
family partnership. BCLP's activities are managed and controlled by BCLP
GP.
The General Partner of each of CLP, Celtics Basketball Holdings and
Celtics Basketball is Boston Celtics Corporation ("BCC"). Paul E. Gaston
and Don F. Gaston (Paul Gaston's father) are the sole stockholders of BCC.
The activities of CLP, Celtics Basketball Holdings and Celtics Basketball
are managed and controlled by BCC.
The General Partners of Celtics Pride GP are CLP and CCC, which is
wholly owned by BCCLP Holdings, which in turn is wholly owned by BCLP II.
The General Partner of BCCLP is Celtics Communications, Inc. ("CCI").
Paul E. Gaston and Don F. Gaston are the sole stockholders of CCI. Prior
to their sale, the broadcast operations' activities were managed and
controlled by CCI.
BCC receives a base management fee of $750,000 per annum, subject to
increases based on annual cash flows from basketball operations.
Management fees of $935,000 and $750,000 were charged to Celtics
Basketball's operations during the years ended June 30, 2000 and 1999,
respectively, and management fees of $1,577,000 were charged to BCLP II's
operations in the year ended June 30, 1998.
In accordance with the partnerships' respective partnership
agreements, each item of income, gain, loss and deduction is allocated and
distributions are made to the partners and Unitholders in accordance with
their respective percentage interests (excluding earnings of subsidiary
corporate entities which are taxed directly).
Directors and Executive Officers
The following table sets forth, for each of the directors and
executive officers of BCLP GP, his or her principal occupation, age and
business experience during the past five years. All of the directors and
officers are U.S. citizens and the business address of each is c/o Boston
Celtics Limited Partnership, 151 Merrimac Street, Boston, Massachusetts
02114.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Paul E. Gaston 43 Chairman of the Board of Directors
Richard G. Pond 40 Executive Vice President, Chief Operating Officer, Chief
Financial Officer, Treasurer, and Secretary
Don F. Gaston 66 Director
Paula B. Gaston 66 Director
John B. Marsh, III 43 Director
David A. Splaine 41 Director
</TABLE>
Paul E. Gaston became Chairman of the Board of BCLP GP in April 1998
and has been Chairman of the Board of Celtics, Inc. since December 1992 and
Director since September 1992. Mr. Gaston has been Chairman of the Board
of BCC since September 1993. Upon its formation in November 1992, he
became Managing Director of Walcott Partners L.P., a Gaston family
partnership whose investments include limited partnership interests in the
Partnership and ownership of Celtics, Inc. From inception in 1990 to June
1992 he was Co-chairman and since June 1992 has been Chairman of the Board
of Directors of Celtics Communications, Inc., the general partner of Boston
Celtics Communications Limited Partnership. Mr. Paul E. Gaston is the son
of Don F. and Paula B. Gaston.
Richard G. Pond was named Vice President, Controller and Secretary of
Celtics, Inc. in December 1992. He has been employed by BCLP II since July
1992. From July 1981 to June 1992, he was with the international
accounting firm of Ernst & Young LLP, most recently as a senior audit
manager. Effective July 1, 1996, Mr. Pond assumed his responsibilities as
Executive Vice President, Chief Financial Officer and Treasurer, and
effective July 1, 1997, Mr. Pond assumed his responsibilities as Chief
Operating Officer. Upon consummation of the Reorganization, Mr. Pond
assumed similar responsibilities with BCLP GP.
Don F. Gaston has served as a Director of the General Partners of
BCLP II and CLP since his resignation as Chairman of the Board of BCLP II
in December 1992 and CLP in September 1993. He was succeeded in each of
these positions by his son, Paul E. Gaston. He became Chairman of the
Board of Directors of Boston Celtics Incorporated in September 1983 when
he, together with Alan C. Cohen and Paul R. Dupee, Jr., acquired the Boston
Celtics franchise. He has served as a Director of the BCCLP General
Partner since its inception in 1990. Mr. Gaston was Chairman of the Board
of Providence Capitol, Ltd. from July 1982 until its liquidation in
December 1986. From 1962 to June 1982, he was associated with Gulf &
Western Industries, Inc. in various capacities, including Executive Vice
President, director and member of the Executive Committee. Mr. Gaston is
the husband and father respectively, of Paula B. Gaston and Paul E. Gaston.
Paula B. Gaston became a Director of Celtics, Inc. in September 1992
and a Director of the General Partner of CLP in October 1992. She is a
private investor and is the wife of Mr. Don F. Gaston and the mother of
Paul E. Gaston.
John B. Marsh became a director of Celtics, Inc. in September 1992.
Mr. Marsh has been the managing partner of Corvus Capital, LLC, a strategic
investment partnership where he is an investment banker, since 1998. From
1995 to 1998, he was Director of Trading and Sales with ABSA Securities,
Inc., an investment banking firm. From 1991 to 1995, he was Chief Executive
Officer and President of Saicor Ltd., an investment banking firm specializing
in emerging markets. From 1988 to 1991 he was a Vice President at Deutsche
Bank Capital Corporation where he headed an international arbitrage
securities trading group. From 1985 to 1988 Mr. Marsh was a Vice President
in the international arbitrage department of Merrill Lynch Pierce Fenner
and Smith.
David A. Splaine became a director of BCLP GP in January 2000. Mr.
Splaine has been the Managing Director of Baldwin & Clarke Corporate
Finance, Inc., an investment banking firm, since 1997. From 1986 to 1997,
he was employed by Fleet Bank (and its predecessor, Shawmut Bank), most
recently holding the position of Senior Vice President. Mr. Splaine is
also a director of Juki Automation Systems Holding, Inc., a privately held
distributor of automated assembly equipment, and Vested Development, Inc.,
a privately held software services provider.
BCLP GP has an Audit Committee composed of Mr. Marsh and Mr. Splaine,
each non-management directors. Mr. Paul Gaston resigned his position as a
member of the Audit Committee, effective November 30, 1999. Non-management
directors other than Don F. Gaston and Paula B. Gaston are reimbursed for
their expenses, and receive directors' fees equal to $1,000 per month and
$2,500 per meeting attended with respect to their services as directors of
BCLP GP. Effective January 1, 2000, the monthly directors' fees payable to
such non-management directors were increased to $2,000 per month. Mr.
Marsh and Mr. Splaine received $20,500 and $14,500 in such directors' fees
in fiscal 2000, respectively. Directors are named by the stockholders of
BCLP GP and serve until their successors are named. Thus, holders of
limited partnership units have no vote in the selection of directors of
BCLP GP. BCLP GP's officers are appointed by, and serve at the discretion
of, the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder,
require executive officers and directors of BCLP GP, the general partner of
BCLP, to file reports pertaining to their beneficial ownership of the Units
of BCLP with the Securities and Exchange Commission and the New York Stock
Exchange when they are first elected, and to report (with certain
exceptions) subsequent changes in their beneficial ownership of Units.
Executive officers, directors and 10% beneficial owners are required to
furnish the Partnership with copies of all forms they file pursuant to
Section 16(a). The Partnership believes that all filing requirements were
complied with in a timely fashion during the year ended June 30, 2000.
Item 11. Executive Compensation
-------- ----------------------
The following Summary Compensation Table sets forth the compensation
of each of the Chief Executive Officer and the most highly compensated
executive officers of BCLP GP whose annual salary and bonus, if any,
exceeded $100,000 for services in all capacities to BCLP (including
predecessor entities) and its subsidiaries during the last three fiscal
years. Only two of the Partnership's executive officers had an annual
salary and bonus exceeding $100,000 for services to BCLP and its
subsidiaries during the year ended June 30, 2000.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term Compensation
Annual Compensation Awards
----------------------- -------------------------
Fiscal Securities
Year Other Annual Restricted Underlying
Ended Compensation Stock Options/
Name and Principal Position June 30, Salary($) Bonus($) ($) Awards($) SARs(#)
--------------------------- -------- --------- -------- ------------ ---------- ----------
<S> <C> <C> <C>
Paul E. Gaston 2000 $ 500,000
Chief Executive Officer 1999
and Chairman of the Board 1998 1,000,000 $324,596
Richard G. Pond 2000 360,000 250,000
Executive Vice President, 1999 360,000 250,000
Chief Operating Officer, 1998 400,000 250,000
Chief Financial Officer,
Treasurer and Secretary
</TABLE>
Neither BCLP nor BCLP II granted any options or appreciation rights
during the year ended June 30, 2000. No options were exercised during the
year ended June 30, 2000, and there are no options outstanding at June 30,
2000.
Employment and Consulting Agreements
The Partnership
In August 1993, the Board of Directors of Celtics, Inc. approved
compensation arrangements and an incentive plan for Paul E. Gaston,
Chairman of the Board of Celtics, Inc., under which Mr. Gaston was to be
employed on an at will basis, with compensation at the rate of $400,000 per
annum. In June 1997, the Board of Directors of the General Partner of BCLP
II approved an increase in Mr. Gaston's compensation to $1,000,000 per
annum. The incentive plan, which is subject to annual review, provides
that Mr. Gaston shall receive annual incentive payments, commencing with
the fiscal year ending June 30, 1994, of 5% of the amount by which
Consolidated Net Income before taxes on income of BCLP II for the related
fiscal year exceeds $8,000,000, payable not later than 10 days after the
issuance of audited financial statements of BCLP. Because of the lockout,
Mr. Gaston voluntarily received no compensation from BCLP during the year
ended June 30, 1999, and Mr. Gaston voluntarily elected to receive reduced
compensation of $500,000 from BCLP during the year ended June 30, 2000.
During the years ended June 30, 2000 and 1999, no annual incentive
compensation payments were made to Mr. Gaston, and during the year ended
June 30, 1998, Mr. Gaston was paid an annual incentive compensation payment
of $324,596.
The Basketball Operations
Under an agreement dated May 6, 1997, Rick Pitino agreed to serve as
President and Director of Basketball Operations of CLP through May 6, 2007,
and as Head Coach of the team for the first six full NBA seasons of the
agreement (through the 2002-03 season). In connection with the
Reorganization, this contract was assigned to Celtics Basketball. Under
the agreement, Mr. Pitino will receive annual salaries of $6,750,000
through May 6, 2003 and $2,000,000 through May 6, 2007. Mr. Pitino was
also granted a bonus in the amount of $600,000, payable on the earlier of
May 6, 2003 or upon a change in control of CLP. In addition, in the event
of a Change in Control as defined in the agreement, Mr. Pitino will receive
the lesser of $22,000,000 or any unpaid amounts for the remainder of the
term of the agreement. The Reorganization was not a Change in Control as
defined in Mr. Pitino's employment agreement.
Compensation Committee Interlocks and Insider Participation
Mr. Marsh, a non-management director and member of the Audit
Committee of the Board, performed the functions of a compensation committee
during the year ended June 30, 2000. Mr. Marsh was not, during the year
ended June 30, 2000 or previously, an officer or employee of the
Partnership or any of its subsidiaries, and he did not have any affiliated
relationship requiring disclosure.
Item 12. Security Ownership of Certain Beneficial Owners and Management
-------- --------------------------------------------------------------
The following table sets forth certain information regarding the
Partnership's Units beneficially owned on August 25, 2000 by (i) each
person who is known by the Partnership to beneficially own more than five
percent (5%) of the outstanding Units, (ii) each director of BCLP GP, (iii)
each executive named in the Summary Compensation Table and (iv) all
directors and executive officers of BCLP GP as a group. All information
with respect to beneficial ownership is based solely on information
furnished by the respective Unitholders to the Partnership.
<TABLE>
<CAPTION>
Percent of
5% Unitholders, Number of Outstanding
Directors and Executive Officers Units Units(1)
-------------------------------- --------- -----------
<S> <C> <C>
Don F. Gaston and Paula B. Gaston 200(2) *
33 East 63rd Street
New York, New York 10021
Paul E. Gaston 677,600(3) 25.1%
33 East 63rd Street
New York, New York 10021
John B. Marsh, III 500 *
33 East 63rd Street
New York, New York 10021
David A. Splaine 0 *
151 Merrimac Street
Boston, Massachusetts 02114
Richard G. Pond 0 *
151 Merrimac Street
Boston, Massachusetts 02114
Castle Creek Partners, L.P. 677,500 25.1%
151 Merrimac Street
Boston, Massachusetts 02114
David R. Murphey, III 244,700 9.1%
Murphey Capital, Inc.
P.O. Box 18065
Tampa, Florida 33681-8065
All directors and executive officers
as a group (6 persons) 678,300 25.1%
<FN>
--------------------
* Less than one percent.
(1) Percent of Outstanding Units for a particular Unitholder will be
greater than such Unitholder's percentage interest in the
Partnership, due to the 1% interest in the Partnership held by the
General Partner.
(2) Includes 100 Units held by Brookwood Investments, L.P., a partnership
owned by Don F. and Paula B. Gaston of which Don F. Gaston is the
General Partner. Does not include 100 Units held by Walcott
Partners, L. P. See Note (3) below.
(3) Includes 100 Units held by Walcott Partners, L. P., a Gaston family
partnership, and 677,500 Units held by Castle Creek Partners, L.P.
The General Partners of Walcott Partners, L.P. are Paul E. Gaston and
Draycott, Inc., of which Paul E. Gaston is the only stockholder,
officer and director. The General Partner of Castle Creek Partners,
L.P. is Castle Creek Partners GP, Inc., which is wholly owned by
Celtics, Inc., which is wholly owned by Walcott Partners, L.P. In
addition, 96.3% of Castle Creek's limited partnership interests are
held by a limited partnership of which Walcott Partners, L.P. owns a
majority of the limited partnership interests and Draycott, Inc. is
the general partner. Castle Creek holds a 51.6867% limited
partnership interest in Celtics Basketball Holdings. For the purpose
of this table, Mr. Paul E. Gaston is deemed to be the beneficial
owner of these Units.
Unless otherwise indicated, all parties have both exclusive voting
and investing power.
</FN>
</TABLE>
Item 13. Certain Relationships and Related Transactions
-------- ----------------------------------------------
In 2000, BCLP II reimbursed Conanicut Aircraft, Inc. ("Conanicut")
approximately $22,000 for the business use in the fiscal year ended June
30, 2000 of an aircraft based on standard charter rates for comparable
aircraft. Conanicut is wholly owned by Walcott Partners, L.P. The General
Partners of Walcott Partners, L.P. are Paul E. Gaston and Draycott, Inc.,
of which Paul E. Gaston is the only stockholder, officer and director. The
reimbursement was reviewed and approved by the Audit Committee of the Board
of Directors of BCLP GP.
BCC receives a base management fee of $750,000 per annum, subject to
increases based on annual cash flows from basketball operations.
Management fees of $935,000 and $750,000 were charged to Celtics
Basketball's operations during the years ended June 30, 2000 and 1999,
respectively, and management fees of $1,577,000 were charged to BCLP II's
operations in the year ended June 30, 1998.
On June 30, 1998, BCLP entered into a management services agreement
by and between BCLP II, CLP, Celtics Pride G.P., Celtics Capital
Corporation, BCCLP Holding Corporation, Castle Creek, Celtics Basketball
Holdings and Celtics Basketball. The agreement provides that these
entities will provide certain management and corporate services on behalf
of the other entities, and will charge a fee for these services based on
the cost of the actual services. BCLP II received reimbursements from
Celtics Basketball and Castle Creek in the amounts of $687,000 and
$903,000, respectively, in the fiscal year ended June 30, 2000, and
$702,000 and $1,259,000, respectively, in the fiscal year ended June 30,
1999 for services provided under this agreement. See "Item 12 - Security
Ownership of Certain Beneficial Owners and Management" regarding ownership
and control of Castle Creek.
PART IV
-------
Item 14. Exhibits, and Reports on Form 8-K
-------- ---------------------------------
(a) The following documents are filed as part of this report:
1. Financial Statements:
The financial statements listed in the accompanying List of Financial
Statements and Financial Statement Schedules are filed as part of this
report.
2. Exhibits:
The Exhibits listed below are filed as part of this report.
(3) (a) -- Certificate of Limited Partnership of Boston Celtics
Limited Partnership II, as amended.(1)
(b) -- Agreement of Limited Partnership of Boston Celtics
Limited Partnership II.(1)
(c) -- Certificate of Limited Partnership of Boston Celtics
Limited Partnership.(10)
(d) -- Agreement of Limited Partnership of Boston Celtics
Limited Partnership.(9)
(e) -- First Amendment to Amended and Restated Agreement of
Limited Partnership of Boston Celtics Limited
Partnership II.(2)
(f) -- Certificate of Amendment of Certificate of Limited
Partnership of Boston Celtics Limited Partnership,
changing the name of Boston Celtics Limited
Partnership II from its former name of "Boston Celtics
Limited Partnership."(10)
(g) -- Certificate of Amendment of Certificate of Limited
Partnership of Boston Celtics Limited Partnership II,
changing the name of Boston Celtics Limited
Partnership from its former name of "Boston Celtics
Limited Partnership II."(10)
(h) -- Certificate of Incorporation of BCLP GP, Inc., dated
April 13, 1998.(8)
(i) -- By-Laws of BCLP GP, Inc.(8)
(j) -- Certificate of Amendment, dated June 29, 1998,
changing the name of BCLP GP, Inc. from its former
name of "BCLP II GP, Inc."(10)
(k) -- Certificate of Incorporation of BCLP II GP, Inc.,
dated April 13, 1998.(8)
(l) -- By-Laws of BCLP II GP, Inc.(8)
(m) -- Certificate of Amendment, dated June 29, 1998,
changing the name of BCLP II GP, Inc. from its former
name of "BCLP GP, Inc."(10)
(4) (a) -- Form of Unit Certificate Representing Limited
Partnership Interest of BCLP.(1)
(b) -- Form of Indenture between Boston Celtics Limited
Partnership and Chase Manhattan Bank, as Trustee,
dated as of June 30, 1998.(8)
(10) (a) -- Joint Venture Agreement by and among NBA member
organizations.(1)
(b) -- Constitution and By-laws of the National Basketball
Association.(1)
(c) -- License/Lease Agreement dated April 4, 1990 between
Boston Celtics Limited Partnership and New Boston
Garden Corporation (confidential treatment previously
granted).(2)
(d) -- Office Lease Agreement dated April 4, 1990 between
Boston Celtics Limited Partnership and New Boston
Garden Corporation (confidential treatment previously
granted).(2)
(e) -- Letter Agreement dated April 4, 1990 between the
Boston Celtics Limited Partnership and New Boston
Garden Corporation (confidential treatment
granted).(2)
(f) -- Unit Option Agreement dated December 31, 1993 by and
between Boston Celtics Limited Partnership and Paul E.
Gaston.(3)
(g) -- Restricted Unit Agreement dated June 28, 1996 between
Boston Celtics Limited Partnership and Paul E.
Gaston.(4)
(h) -- Letter from Paul Gaston electing to accept all
incentive compensation for 1996 in restricted
units.(4)
(i) -- Letter Agreement dated June 30, 1997 between Boston
Celtics Limited Partnership and Paul E. Gaston
pertaining to the election to exchange options to
purchase Limited Partnership Units for Restricted
Units.(5)
(j) -- Credit Agreement dated as of December 15, 1997 by and
between Celtics Limited Partnership as the Borrower,
Boston Celtics Limited Partnership and Citizens Bank
of Massachusetts as the Lender.(6)
(k) -- Amended and Restated Agreement and Plan of
Reorganization, dated as of June 5, 1998, among Boston
Celtics Limited Partnership, Boston Celtics Limited
Partnership II, Castle Creek Partners, L.P., Celtics
Limited Partnership, Celtics, Inc., BCLP II GP, Inc.,
Castle Creek Partners GP, Inc., Boston Celtics
Corporation, and Celtics Capital Corporation.(8)
(l) -- Agreement and Plan of Merger of BCLP Merger, Inc.,
Boston Celtics Limited Partnership and Boston Celtics
Limited Partnership II, dated as of June 29, 1998.(8)
(m) -- Credit Agreement between Boston Celtics Limited
Partnership and Citizens Bank of Massachusetts, dated
as of May 20, 1998.(7)
(n) -- Second Amendment to Credit Agreement dated as of July
30, 1999 among Celtics Limited Partnership, Boston
Celtics Limited Partnership II, Boston Celtics Limited
Partnership, Celtics Basketball, L.P., Celtics
Basketball Holdings, L.P., Celtics Pride, G.P. and
Citizens Bank of Massachusetts.(11)
(o) -- Second Amendment to Credit Agreement dated as of July
30, 1999 among Boston Celtics Limited Partnership II,
the Borrower, and The Royal Bank of Scotland plc, the
Lender, and Citizens Bank of Massachusetts, the
Agent.(11)
(27) Financial Data Schedule
[FN]
(1) Incorporated by reference from the exhibits filed with the
Partnership's registration statement on Form S-1 filed under the
Securities Act of 1933 (File No. 33-9796).
(2) Incorporated by reference from the exhibits filed with the Report on
Form 10-K of the Registrant filed with the Securities and Exchange
Commission for the year ended June 30, 1990.
(3) Incorporated by reference to the exhibits filed with the report on
Form 10-Q filed with the Securities and Exchange Commission on
February 14, 1994 (File No. 0-19324).
(4) Incorporated by reference to the exhibits filed with the report on
Form 10-K filed with the Securities and Exchange Commission on
September 27, 1996 (File No. 0-19324).
(5) Incorporated by reference to the exhibits filed with the report on
Form 10-K filed with the Securities and Exchange Commission on
September 26, 1997 (File No. 0-19324).
(6) Incorporated by reference to the exhibits filed with the report on
Form 10-Q filed with the Securities and Exchange Commission on
February 6, 1998 (File No. 0-19324).
(7) Incorporated by reference from the exhibits filed with the Schedule
13E-3 filed by Boston Celtics Limited Partnership (File No. 5-37799).
(8) Incorporated by reference from the exhibits filed with the report on
Form S-4 filed with the Securities and Exchange Commission on April
17, 1998, as amended (File No. 333-50367).
(9) Incorporated by reference to the exhibits filed with the report on
Form 8-K filed with the Securities and Exchange Commission on June
30, 1998 (File No. 0-19324).
(10) Incorporated by reference to the exhibits filed with the report on
Form 10-K filed with the Securities and Exchange Commission on
September 25, 1998 (File No. 0-19324).
(11) Incorporated by reference to the exhibits filed with the report on
Form 10-K filed with the Securities and Exchange Commission on
September 17, 1999 (File No. 0-19324).
</FN>
(b) Reports on Form 8-K filed in the fourth quarter of 2000 - None.
(c) Exhibits - The response to this portion of Item 14 is filed as a
part of this report.
(d) Financial Statement Schedules - The response to this portion of
Item 14 is filed as part of this report.
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) and (2)(c) and (d)
LIST OF FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CERTAIN EXHIBITS
YEAR ENDED JUNE 30, 2000
BOSTON CELTICS LIMITED PARTNERSHIP
BOSTON, MASSACHUSETTS
FORM 10-K -- ITEM 14(a)(1) and (2)
BOSTON CELTICS LIMITED PARTNERSHIP
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements are included in Item 8:
Boston Celtics Limited Partnership and Subsidiaries
Consolidated Balance Sheets at June 30, 2000 and 1999.
Consolidated Statements of Operations for the years ended June 30,
2000 and 1999.
Consolidated Statements of Partners' Capital (Deficit) for the years
ended June 30, 2000 and 1999.
Consolidated Statements of Cash Flows for the years ended June 30,
2000 and 1999.
Notes to Consolidated Financial Statements.
Boston Celtics Limited Partnership II and Subsidiaries
Consolidated Balance Sheets at June 30, 2000 and 1999.
Consolidated Statements of Operations for each of the three years in
the period ended June 30, 2000.
Consolidated Statements of Partners' Capital (Deficit) for each of
the three years in the period ended June 30, 2000.
Consolidated Statements of Cash Flows for each of the three years in
the period ended June 30, 2000.
Notes to Consolidated Financial Statements.
Celtics Basketball Holdings, L.P. and Subsidiary
Consolidated Balance Sheets at June 30, 2000 and 1999.
Consolidated Statements of Operations for the years ended June 30,
2000 and 1999.
Consolidated Statements of Partners' Capital (Deficit) for the years
ended June 30, 2000 and 1999.
Consolidated Statements of Cash Flows for the years ended June 30,
2000 and 1999.
Notes to Consolidated Financial Statements.
All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore
have been omitted.
Report of Independent Auditors
To the General Partner
Boston Celtics Limited Partnership
We have audited the accompanying consolidated balance sheets of Boston
Celtics Limited Partnership and Subsidiaries as of June 30, 2000 and 1999,
and the related consolidated statements of operations, partners' capital
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Boston
Celtics Limited Partnership and Subsidiaries at June 30, 2000 and 1999, and
the consolidated results of their operations and their cash flows for the
years then ended in conformity with accounting principles generally
accepted in the United States.
/s/ Ernst & Young LLP
---------------------
Boston, Massachusetts
August 29, 2000
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,393,509 $ 2,607,725
Other short-term investments 83,100,000 83,200,000
Prepaid expenses and other current assets 530,771 237,245
---------------------------
TOTAL CURRENT ASSETS 87,024,280 86,044,970
PROPERTY AND EQUIPMENT, net 11,734 14,422
OTHER ASSETS 1,053,843 1,214,314
---------------------------
$88,089,857 $87,273,706
===========================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 611,360 $ 99,893
Federal and state income taxes payable 877,350 751,204
Notes payable to bank - current portion 10,000,000 2,500,000
---------------------------
TOTAL CURRENT LIABILITIES 11,488,710 3,351,097
DEFERRED FEDERAL AND STATE INCOME TAXES 9,710,875 9,710,875
NOTES PAYABLE TO BANK - noncurrent portion 50,000,000 50,000,000
SUBORDINATED DEBENTURES 33,789,695 33,384,771
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS BASKETBALL
HOLDINGS, L.P. 29,437,209 33,790,372
PARTNERS' CAPITAL (DEFICIT), authorized 25,000,000 units of limited
partnership interest, issued and outstanding 2,703,664 units
Boston Celtics Limited Partnership -
General Partner 156,332 189,968
Limited Partners (47,481,412) (44,151,483)
---------------------------
(47,325,080) (43,961,515)
Boston Celtics Limited Partnership II - General Partner 79,705 133,234
Celtics Limited Partnership - General Partner 266,789 223,298
Boston Celtics Communications Limited Partnership - General Partner 641,954 641,574
---------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT) (46,336,632) (42,963,409)
---------------------------
$88,089,857 $87,273,706
===========================
</TABLE>
See notes to consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Year Ended
---------------------------
June 30, June 30,
2000 1999
-------- --------
<S> <C> <C>
Equity in net income (loss) of Celtics Basketball Holdings, L.P. $ 4,353,162 $ (204,960)
Costs and expenses:
General and administrative 3,943,285 3,837,185
Depreciation 10,376 9,095
Amortization 47,114 47,114
---------------------------
4,000,775 3,893,394
---------------------------
352,387 (4,098,354)
Interest expense (7,151,884) (6,649,201)
Interest income 5,270,020 4,498,452
Net realized gains on disposition of marketable securities 6,020
---------------------------
Loss before income taxes and extraordinary charge (1,529,477) (6,243,083)
Provision for income taxes 1,800,000 1,600,000
---------------------------
Loss before extraordinary charge (3,329,477) (7,843,083)
Extraordinary charge for early retirement of notes payable 2,255,540
---------------------------
Net loss (3,329,477) (10,098,623)
Net income (loss) applicable to interests of General Partners 452 (178,912)
---------------------------
Net loss applicable to interests of Limited Partners $(3,329,929) $(9,919,711)
===========================
Loss per unit before extraordinary charge $ (1.23) $ (2.85)
Net loss per unit $ (1.23) $ (3.67)
</TABLE>
See notes to consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Consolidated Statements of Partners' Capital (Deficit)
<TABLE>
<CAPTION>
Limited Partners
---------------------------
Total Units Amount
----- ----- ------
<S> <C> <C> <C>
BALANCE AT JUNE 30, 1998 $(32,925,656) 2,703,664 $(34,329,896)
Net income (loss) for the year ended
June 30, 1999 (10,098,623) (9,919,711)
Cash distribution from Castle Creek
Partners, L.P. 103,430 103,430
Cash distribution paid by Celtics
Limited Partnership to Boston Celtics
Corporation (General Partner's share) (37,200)
Unrealized loss on marketable securities (5,360) (5,306)
--------------------------------------------
BALANCE AT JUNE 30, 1999 (42,963,409) 2,703,664 (44,151,483)
Net income (loss) for the year ended
June 30, 2000 (3,329,477) (3,329,929)
Cash distribution by Boston Celtics
Limited Partnership II to BCLP II
GP, Inc. (General Partner's share) (43,746)
--------------------------------------------
BALANCE AT JUNE 30, 2000 $(46,336,632) 2,703,664 $(47,481,412)
============================================
</TABLE>
See notes to consolidated financial statements.
<TABLE>
<CAPTION>
General Partners
-----------------------------------------------------------------------------------
Boston Celtics
Boston Celtics Boston Celtics Celtics Communications
Limited Limited Limited Limited
Total Partnership Partnership II Partnership Partnership
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE AT JUNE 30, 1998 $1,404,240 $ 290,166 $210,292 $262,554 $641,228
Net income (loss) for the year ended
June 30, 1999 (178,912) (100,198) (77,004) (2,056) 346
Cash distribution from Castle Creek
Partners, L.P.
Cash distribution paid by Celtics
Limited Partnership to Boston Celtics
Corporation (General Partner's share) (37,200) (37,200)
Unrealized loss on marketable securities (54) (54)
--------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1999 1,188,074 189,968 133,234 223,298 641,574
Net income (loss) for the year ended
June 30, 2000 452 (33,636) (9,783) 43,491 380
Cash distribution by Boston Celtics
Limited Partnership II to BCLP II GP,
Inc. (General Partner's share) (43,746) (43,746)
--------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2000 $1,144,780 $ 156,332 $ 79,705 $266,789 $641,954
================================================================================
</TABLE>
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended
-------------------------------
June 30, June 30,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
General and administrative expenses $ (3,342,822) $ (4,523,674)
Interest expense (6,746,681) (6,432,925)
Interest income 4,970,912 4,839,294
Income taxes paid (1,673,854) (1,582,595)
------------------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (6,792,445) (7,699,900)
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Purchases of short-term investments (648,600,000) (437,446,570)
Proceeds from sales of marketable securities 1,000,000
Proceeds from sales of short-term investments 648,700,000 434,727,039
Payment of due to related parties (3,036,184)
Capital expenditures (7,688)
Other receipts (expenditures) 20,778 12,967
------------------------------
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES 113,090 (4,742,748)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings 7,500,000 23,500,000
Payment of bank borrowings (1,000,000)
Payment of notes payable (19,794,320)
Cash distribution to BCLP II GP, Inc. (34,861)
Cash distribution from Celtics Basketball Holdings, L.P. 3,682,811
Cash distribution from Castle Creek Partners, L.P. 103,430
Cash contributions from General Partner 90,166
------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 7,465,139 6,582,087
------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 785,784 (5,860,561)
Cash and cash equivalents at beginning of year 2,607,725 8,468,286
------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,393,509 $ 2,607,725
==============================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Amortization of original issue discount on Subordinated Debentures $ 404,923 $ 400,071
Accrued distribution to BCLP II GP, Inc. $ 8,885
</TABLE>
See notes to consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
Principles of Consolidation: The consolidated financial statements include
the accounts of Boston Celtics Limited Partnership ("BCLP," the
"Partnership") and its majority-owned and controlled subsidiaries and
partnerships. All intercompany transactions are eliminated in
consolidation.
BCLP (formerly "Boston Celtics Limited Partnership II") is a Delaware
limited partnership that was formed on April 13, 1998 in connection with a
reorganization of Boston Celtics Limited Partnership II (formerly "Boston
Celtics Limited Partnership") ("BCLP II"). Pursuant to the reorganization
of BCLP II (the "Reorganization"), which was completed on June 30, 1998,
BCLP owns a 99% limited partnership interest in BCLP II. The 1% general
partner of BCLP is BCLP GP, Inc., and its 99% limited partnership interest
is comprised of 2,703,664 publicly held units.
BCLP held no material assets and was not engaged in operations from its
date of formation until the completion of the Reorganization on June 30,
1998. Upon completion of the Reorganization, BCLP, through its
subsidiaries, holds certain investments, including a 48.3123% limited
partnership investment in Celtics Basketball Holdings, L.P., ("Celtics
Basketball Holdings") which, through a 99.999% subsidiary partnership, owns
and operates the Boston Celtics professional basketball team of the
National Basketball Association ("NBA"). BCLP's investment in Celtics
Basketball Holdings is accounted for on the equity method, and accordingly,
the investment is carried at cost, increased by equity in earnings of
Celtics Basketball Holdings and reduced by distributions received.
Note B - Significant Accounting Policies
Cash Equivalents: Cash equivalents represent short-term investments with
maturities at the date of purchase of three months or less. Marketable
securities represent investments with maturities greater than three months.
Estimates and Assumptions: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
Concentration of Credit Risk: Financial instruments which potentially
subject the Partnership to credit risk consist principally of cash
equivalents, short-term investments and marketable securities. The
Partnership's cash equivalents, short-term investments and marketable
securities represent investments with relatively short maturities in the
securities of highly rated financial institutions and United States
government entities.
Marketable Securities and Other Short-Term Investments: The Partnership
accounts for marketable securities and other short-term investments in
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" which
established the accounting and reporting requirements for investments in
equity securities that have readily determinable fair values and for all
investments in debt securities. All affected investment securities are
classified as securities to be held to maturity, for trading, or available-
for-sale.
Financial Instruments: In June 1998, the Financial Accounting Standards
Board issued Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("Statement 133"), which is required to be adopted in
years beginning after June 15, 2000. The Statement will require that all
derivatives be recognized on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in
fair value of the hedged assets, liabilities or firm commitments will
either be immediately recognized in earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. Because of the Partnership's minimal
use of derivatives, management does not anticipate that the adoption of the
new Statement will have a significant effect on earnings or the financial
position of the Partnership.
In September 1999, in order to fix the interest rate on the debt described
in Note F, BCLP II entered into an interest rate cap agreement with a
notional amount of $50,000,0000, expiring in October 2000. The fixed
interest rate on this contract is 6.49%. The interest rate differential is
recognized as an adjustment to interest expense.
The carrying value of financial instruments such as cash equivalents,
short-term investments and accounts payable approximate their fair values
based on the short-term maturities of these instruments. The carrying
value of long-term debt approximates its fair value based on references to
similar instruments.
The interest rate swap agreement has a fair value of approximately $32,000
at June 30, 2000 based upon a quote from the issuer, which represents the
estimated amount that the Partnership would pay if the agreement was
terminated.
Property and Equipment: Property and equipment is stated at cost and is
being depreciated over estimated useful lives of five years using the
straight-line method of depreciation.
Income Taxes: BCLP is a partnership that is taxed as a corporation. BCLP
and its subsidiary corporations report their income tax provision,
including the income (losses) of subsidiary partnerships, using the
liability method in accordance with Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using tax rates and laws that will be in effect when the
differences are expected to reverse.
Comprehensive Income: The Partnership adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" in the
fiscal year ended June 30, 1999. The Partnership's comprehensive income is
comprised of net income (loss) and unrealized gains and losses on
marketable securities held as available-for-sale investments.
Comprehensive loss of approximately $3,329,000 and $10,104,000 for the
fiscal years ended June 30, 2000 and 1999, respectively, were not
significantly different from reported net loss.
Note C - Reorganization of Boston Celtics Limited Partnership II
In connection with the Reorganization, BCLP II unitholders were given an
option of exchanging their units of interest in BCLP II for units of
limited partnership interest in Castle Creek Partners, L.P. ("Castle
Creek"), a privately held partnership formed in connection with the
Reorganization, on a 100-for-one basis. BCLP II then contributed to Castle
Creek the percentage of its net assets, subject to certain adjustments,
corresponding to the percentage of BCLP II unitholders that elected to
receive Castle Creek interests (the "Proportionate Election"). BCLP II's
net assets consisted primarily of investment assets and, through a
subsidiary, the assets of the Boston Celtics. In exchange for the
contribution of assets to Castle Creek, BCLP II received limited
partnership interests in Castle Creek, which were subsequently distributed
to BCLP II unitholders electing to receive Castle Creek interests in the
Reorganization.
In anticipation of the contribution of assets to Castle Creek, BCLP II
contributed $41,022,067 of investment assets to Castle Creek in May 1998
based on an estimate of the Proportionate Election. When the
Reorganization election was complete on June 30, 1998 and the Proportionate
Election was finalized at 51.68719%, it was determined that BCLP II needed
to contribute an additional $3,036,184 of assets to Castle Creek to reflect
the Proportionate Election. This amount was paid to Castle Creek in July
1998.
Note D - Investment in Capital Deficiency of Celtics Basketball Holdings,
L.P.
BCLP, through its subsidiary partnerships and corporations, owns a 48.3123%
limited partnership interest in Celtics Basketball Holdings. Prior to the
completion of the Reorganization on June 30, 1998, Celtics Basketball
Holdings held no material assets and was not engaged in operations. Upon
completion of the Reorganization, Celtics Basketball Holdings, through
Celtics Basketball, L.P. ("Celtics Basketball"), its 99.999% subsidiary
partnership, owns and operates the Boston Celtics professional basketball
team of the National Basketball Association. BCLP's investment in Celtics
Basketball Holdings is accounted for on the equity method.
Summary balance sheet and statement of operations data for Celtics
Basketball Holdings is as follows (amounts in thousands):
<TABLE>
<CAPTION>
June 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Current assets $21,378 $ 5,241
Current liabilities 34,961 25,905
Total assets 31,111 14,264
Notes payable to bank - noncurrent portion 50,000 50,000
Deferred compensation - noncurrent portion 6,370 7,626
Other noncurrent liabilities 708 672
Partners' capital (deficit) (60,928) (69,939)
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended
------------------------------
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Total revenues $81,249 $43,052
Total costs and expenses (69,390) (41,458)
Interest and other income (expense), net (2,848) (2,018)
------------------------
Net income (loss) $ 9,011 $ (424)
========================
</TABLE>
Note E - Marketable Securities and Other Short-Term Investments
The Partnership held no marketable securities at June 30, 2000. There were
no realized gains or losses from marketable securities in the fiscal year
ended June 30, 2000. Gross realized gains from available-for-sale U.S.
government securities amounted to $6,020 in the fiscal year ended June 30,
1999.
Other short-term investments, which consist primarily of private placement
notes with a commercial bank with a maturity of under one year, are
classified as held-to-maturity and are carried at amortized cost, which
approximates market value. There were no realized or unrealized gains or
losses in any of these investments in the fiscal years ended June 30, 2000
and 1999.
Note F - Notes Payable
In 1995, BCLP II issued two notes in exchange for 668,144 limited
partnership units. The two notes payable had an aggregate initial face
amount of $14,365,096 equal to $21.50 per unit for each unit acquired.
The two notes, which were due and payable on July 1, 2000, also
provided that the amounts to be paid pursuant to the terms of the notes
were to be increased by specified amounts on each July 1 during their term.
If the unitholder held the two notes until July 1, 2000, he would have been
entitled to receive aggregate payments (excluding interest) in the amount
of $20,044,320 equal to $30.00 per unit for each unit acquired from him.
Each of the notes accrued interest payable quarterly at the rate of 7.76%
per annum. On September 30, 1998, the notes payable had an aggregate
balance, including scheduled increases, of $17,538,780. The notes payable
were repaid in the amount of $19,794,320, resulting in an extraordinary
charge of $2,255,540 ($0.82 per unit) related to early retirement of notes
payable. Interest expense of $343,000 related to these notes was charged
to operations in 1999.
On May 20, 1998, BCLP II entered into a $60,000,000 revolving credit
agreement with its commercial bank, $20,000,000 of which was reserved for
the repayment of notes payable related to the redeemed BCLP II Units
described in the preceding paragraph. Interest on advances under the
revolving credit agreement accrues at BCLP II's option of either LIBOR plus
0.70% or the greater of the bank's Base Rate or the Federal Funds Effective
Rate plus 0.50% (7.54% at June 30, 2000). On May 26, 1998, $30,000,000 was
advanced under the revolving credit agreement in connection with the
Reorganization, and on September 30, 1998, BCLP II borrowed the $20,000,000
reserved for the repayment of notes payable related to redeemed BCLP II
Units and repaid the notes with the proceeds. As of June 30, 2000,
$60,000,000 was outstanding under the revolving credit agreement,
$10,000,000 of which is payable on September 30, 2000 and $50,000,000 of
which is payable upon maturity of the agreement.
The revolving credit agreement expires on June 30, 2003 and is secured by a
pledge of certain short-term investments of Celtics Capital Corporation, an
indirect subsidiary of BCLP and BCLP II. The revolving credit agreement
contains certain restrictions and various provisions and covenants
customary in lending arrangements of this type.
Interest charged to operations in connection with borrowings under the
revolving credit agreement amounted to $3,503,000 and $2,662,000 in the
fiscal years ended June 30, 2000 and 1999, respectively.
Note G - Subordinated Debentures
In connection with the Reorganization, BCLP II distributed 6% Subordinated
Debentures to certain former holders of BCLP II units. One $20 face value
Subordinated Debenture was distributed for each BCLP II unit with respect
to which a BCLP II Unitholder elected to receive Subordinated Debentures.
In the Reorganization, BCLP II Unitholders elected to receive Subordinated
Debentures with respect to 2,703,664 former BCLP II units.
The Subordinated Debentures were recorded at $12.20 per debenture, the fair
market value at date of issue, or $32,984,700. The original issue discount
of $21,088,580 is being amortized over the 40-year life of the Subordinated
Debentures using the interest method and, accordingly, the Subordinated
Debentures are valued at $33,789,695 at June 30, 2000.
The Subordinated Debentures bear interest at the rate of 6% per annum,
payable annually commencing June 30, 1999, and mature on June 30, 2038.
There is no mandatory redemption or sinking fund requirements of the
Subordinated Debentures.
Interest charged to operations in connection with the Subordinated
Debentures, including amortization of the original issue discount, amounted
to $3,649,000 and $3,644,000 in the fiscal years ended June 30, 2000 and
1999, respectively.
Note H - Related Party Transactions
Boston Celtics Corporation, the general partner of CLP and Celtics
Basketball, receives a base management fee of $750,000 per annum, subject
to increases based on annual cash flows from basketball operations.
Management fees of $935,000 and $750,000 were charged to Celtics
Basketball's operations in the years ended June 30, 2000 and 1999,
respectively.
Note I - Commitments and Contingencies
In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the
State of Delaware in and for New Castle County against BCLP II, its former
general partner (Celtics, Inc.), and certain directors or former directors
of Celtics, Inc. Each of the Complaints alleges, among other things, that
the Reorganization was unfair to former BCLP II Unitholders, and seeks to
recover an unspecified amount of damages, including attorneys' and experts'
fees and expenses. The Partnership filed a Motion to Dismiss one of the
complaints on July 29, 1998, and discovery in that case has been stayed by
agreement of the parties. The Complaints have been consolidated. On
August 6, 1999, the Court of Chancery issued an opinion granting in part,
and denying in part, the Partnership's Motion to Dismiss, and on September
3, 1999, the plaintiffs filed an amended Complaint. On October 1, 1999,
the Partnership filed an answer to the Complaint.
Although the ultimate outcome of the Complaint cannot be determined at this
time, management of the Partnership does not believe that the outcome of
these proceedings will have a material adverse effect on the Partnership's
financial position or results of operations.
Effective June 30, 1998, the Board of Governors of the NBA voted to reopen
the collective bargaining agreement ("Collective Bargaining Agreement")
between the NBA and the NBA Players Association (the "NBPA"). Effective
July 1, 1998, the NBA commenced a lockout of NBA players in support of its
attempt to reach a new collective bargaining agreement. On January 20,
1999, the NBA and the NBPA entered into a new collective bargaining
agreement (the "New Collective Bargaining Agreement"), thereby ending the
lockout. As a result of the lockout, the 1998-99 NBA regular season
consisted of 50 games per team, beginning in early February 1999.
Ordinarily, the NBA regular season consists of 82 games per team and
generally begins in late October or early November.
NBA teams, including the Boston Celtics, refunded amounts paid by season
ticket holders (plus interest at 6%) for a total of 18 home games
(including two exhibition games) that were canceled as a result of the
lockout. Refunds of approximately $11,632,000 (including interest of
$185,000) were paid by Celtics Basketball for canceled games. In
addition, certain season ticket holders elected to leave their refunds
and interest on deposit for future games. Such refunds amounted to
approximately $571,000 at June 30, 1999 (including interest of approximately
$12,000). No interest has accrued on such amounts since January 31, 1999.
All amounts paid by season ticket holders are recorded by Celtics
Basketball as deferred revenue and are subsequently recognized as revenue
on a game-by-game basis as regular season games are played. No revenues
were recognized with respect to amounts paid by season ticket holders for
canceled games in the 1998-99 regular season. Amounts refunded are recorded
by Celtics Basketball as reductions in the deferred revenue liability when
paid.
Celtics Basketball is committed under noncancelable, long-term operating
leases for certain of its facilities and equipment. These leases were
assigned to Celtics Basketball by CLP effective June 30, 1998 pursuant to
the Reorganization. Celtics Basketball does not pay rent under its lease
agreements related to the FleetCenter (where the Boston Celtics play all of
their home games), which expires after the 2005-06 NBA season, or the
practice facility and wellness center, which also includes certain office
space, and which expires in 2010. Under the terms of its lease agreement
related to the FleetCenter, Celtics Basketball does not share in revenue
from food and beverage concessions.
Note J - Benefit Plans
Certain of the Partnership's subsidiaries have defined contribution plans
covering substantially all employees who meet certain eligibility
requirements. Participants may make contributions to the plans up to 15%
of their compensation (as defined). Contributions to these plans are
matched by the Partnership and its subsidiaries 100% on the first 7% of
compensation contributed by each participant. Contributions are fully
vested after three years of service. Costs of the plans charged to
operations amounted to $44,000 and $41,000 in the fiscal years ended June
30, 2000 and 1999, respectively.
Note K - Cash Flows
Reconciliations of net loss to net cash flows used in operating activities
are as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------
2000 1999
---- ----
<S> <C> <C>
Net loss $(3,329,477) $(10,098,623)
Items not affecting cash flows used in operating activities:
Depreciation 10,376 9,095
Amortization 47,114 47,114
Extraordinary charge for early retirement of notes payable 2,255,540
Amortization of original issue discount on Subordinated
Debentures 404,923 400,071
Net realized losses on disposition of marketable securities
and other short-term investments (6,020)
Equity in net (income) loss of Celtics Basketball Holdings, L.P. (4,353,162) 204,960
Changes in:
Accrued interest receivable (303,197) 304,384
Accounts receivable 18,122 192,657
Accounts payable and accrued expenses 712,856 (1,009,078)
-----------------------------
Net cash flows used in operating activities $(6,792,445) $ (7,699,900)
=============================
</TABLE>
Note L - Quarterly Results (Unaudited)
A summary of operating results, net income (loss) per unit based on the
average units outstanding throughout each year calculated for financial
statement purposes only, and cash distributions for the quarterly periods
in the two years ended June 30, 2000 and 1999 is set forth below (000's
omitted, except for per unit amounts):
<TABLE>
<CAPTION>
Quarter Ended
---------------------------------------------------------
September 30, December 31, March 31, June 30,
1999 1999 2000 2000 Total
------------- ------------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 2000:
Net income (loss) $(3,181) $ (657) $1,983 $(1,474) $(3,329)
Net income (loss) applicable to Limited
Partners (3,109) (663) 1,904 (1,462) (3,330)
Net income (loss) per unit $ (1.15) $ (0.25) $ 0.70 $ (0.53) $ (1.23)
<CAPTION>
Quarter Ended
---------------------------------------------------------
September 30, December 31, March 31, June 30,
1998 1998 1999 1999 Total
------------- ------------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 1999:
Income (loss) before extraordinary charge $(3,236) $(5,244) $1,429 $ (792) $(7,843)
Extraordinary charge for early retirement of
notes payable (2,256) (2,256)
Net income (loss) (5,492) (5,244) 1,429 (792) (10,099)
Net income (loss) applicable to Limited
Partners (5,378) (5,116) 1,362 (788) (9,920)
Net income (loss) per unit before
extraordinary charge $ (1.17) $(1.89) $ 0.50 $ (0.29) $ (2.85)
Net income (loss) per unit $ (1.99) $(1.89) $ 0.50 $ (0.29) $ (3.67)
</TABLE>
BOSTON CELTICS LIMITED PARTNERSHIP
and Subsidiaries
Notes to Consolidated Financial Statements
Note M - Income Taxes
BCLP is a partnership that is taxed as a corporation. The consolidated
financial statements include the accounts and operating results of wholly
owned subsidiary corporations that file tax returns separate from those of
BCLP. As a result, income of those subsidiary corporations can not be
offset by losses of BCLP. Aggregate pre-tax income of BCLP's wholly owned
taxable subsidiary corporations amounted to $4,027,000 and $3,553,000 in
the years ended June 30, 2000 and 1999, respectively.
Components of deferred tax assets and liabilities and assets at June 30,
2000 and 1999 are as follows (000's omitted):
<TABLE>
<CAPTION>
June 30
---------------------
2000 1999
---- ----
<S> <C> <C>
Deferred tax assets:
Difference between tax and financial statement bases of the assets and
liabilities of BCLP and subsidiaries related to:
Step-up in basis in connection with Unit redemptions $ 24,020 $ 25,368
Difference between tax and financial statement basis of investment in
Celtics Basketball Holdings, L.P. 11,601 11,037
Intangible assets 396 396
Original issue discount 276 137
Net operating loss carryforward 8,332 5,519
---------------------
44,625 42,457
Less valuation allowance (44,625) (42,457)
---------------------
Net deferred tax assets 0 0
---------------------
Deferred tax liabilities:
Financial statement basis in excess of tax basis of assets related to
restructuring of BCCLP completed in 1996 $ 20,100 $ 20,100
Less amount assumed by Castle Creek Partners, L.P. as a result of
indemnities in the Merger Agreement of the Reorganization (10,389) (10,389)
---------------------
Net deferred tax liabilities 9,711 9,711
---------------------
Total deferred tax liabilities $ 9,711 $ 9,711
=====================
</TABLE>
At June 30, 2000, the Partnership has net operating loss carryforwards of
$20,785,000 for income tax purposes that expire beginning in fiscal 2014.
The net deferred tax liabilities represent the tax-effected difference
between the tax and financial statement bases of the net assets of BCCLP
Holding Corporation ("Holdings") and Celtics Investments, Inc. ("CII"), and
relate to Holdings or subsidiary partnerships Boston Celtics Communications
Limited Partnership ("BCCLP") and Boston Celtics Broadcasting Limited
Partnership ("BCBLP"). The net deferred tax assets are attributable to
different entities in the consolidated group. As a result, the deferred
tax assets and liabilities do not necessarily offset and are evaluated
separately. Because of the uncertainty of realization, a valuation
allowance has been established for the deferred tax assets.
The provision for income taxes included in the consolidated statement of
operations consists of the following (000's omitted):
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Current:
Federal $1,369 $1,200
State 431 400
-----------------
$1,800 $1,600
=================
</TABLE>
The following table reconciles taxes at the statutory federal income tax
rate to the tax provision (000's omitted):
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Tax (benefit) at statutory federal income tax rate (34%) $ (520) $(2,123)
Increase in valuation allowance on deferred tax assets 2,168 3,899
State income taxes (benefit), net of federal tax benefit (99) (394)
Other 251 218
-------------------
Tax provision $1,800 $ 1,600
===================
</TABLE>
Note N - Net Income Per Unit
The following table sets forth the computation of basic and diluted
earnings per unit for each of the periods indicated:
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------
2000 1999
---- ----
<S> <C> <C>
Numerator for loss per unit:
Loss before extraordinary charge:
Loss before extraordinary charge $(3,329,477) $ (7,843,083)
Applicable to interests of General Partners of subsidiary partnerships 34,088 (56,158)
-----------------------------
(3,363,565) (7,786,925)
Applicable to 1% General Partnership interest of BCLP (33,636) (77,869)
-----------------------------
Applicable to interests of Limited Partners $(3,329,929) $ (7,709,056)
=============================
Net loss:
Net loss $(3,329,477) $(10,098,623)
Applicable to interests of General Partners of subsidiary partnerships 34,088 (78,714)
-----------------------------
(3,363,565) (10,019,909)
Applicable to 1% General Partnership interest of BCLP (33,636) (100,198)
-----------------------------
Applicable to interests of Limited Partners $(3,329,929) $ (9,919,711)
=============================
Denominator for loss per unit - weighted average units 2,703,664 2,703,664
=============================
Loss per unit before extraordinary charge $ (1.23) $ (2.85)
=============================
Net loss per unit $ (1.23) $ (3.67)
=============================
</TABLE>
Report of Independent Auditors
To the General Partner
Boston Celtics Limited Partnership II
We have audited the accompanying consolidated balance sheets of Boston
Celtics Limited Partnership II (formerly Boston Celtics Limited
Partnership) and Subsidiaries as of June 30, 2000 and 1999, and the related
consolidated statements of operations, partners' capital (deficit) and cash
flows for each of the three years in the period ended June 30, 2000. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Boston
Celtics Limited Partnership II and Subsidiaries at June 30, 2000 and 1999,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended June 30, 2000, in conformity
with accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
---------------------
Boston, Massachusetts
August 29, 2000
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,389,400 $ 2,597,546
Other short-term investments 83,100,000 83,200,000
Due from related parties 6,323 2,049,516
Prepaid expenses and other current assets 522,005 217,162
---------------------------
TOTAL CURRENT ASSETS 87,017,728 88,064,224
PROPERTY AND EQUIPMENT, net 11,734 14,422
OTHER ASSETS 1,053,843 1,214,314
---------------------------
$88,083,305 $89,292,960
---------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 607,654 $ 99,488
Federal and state income taxes payable 877,350 751,204
Notes payable to bank - current portion 10,000,000 2,500,000
---------------------------
TOTAL CURRENT LIABILITIES 11,485,004 3,350,692
DEFERRED FEDERAL AND STATE INCOME TAXES 9,710,875 9,710,875
NOTES PAYABLE TO BANK - noncurrent portion 50,000,000 50,000,000
SUBORDINATED DEBENTURES 33,789,695 33,384,771
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
BASKETBALL HOLDINGS, L.P. 29,437,209 33,790,372
PARTNERS' CAPITAL (DEFICIT), authorized 25,000,000 units of limited
partnership interest, issued and outstanding 2,703,664 units
Boston Celtics Limited Partnership II -
General Partner 79,705 133,234
Limited Partners (47,327,926) (41,941,856)
---------------------------
(47,248,221) (41,808,622)
Celtics Limited Partnership - General Partner 266,789 223,298
Boston Celtics Communications Limited Partnership - General Partner 641,954 641,574
---------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT) (46,339,478) (40,943,750)
---------------------------
$88,083,305 $89,292,960
===========================
</TABLE>
See notes to consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Year Ended
--------------------------------------------
June 30, June 30, June 30,
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Basketball regular season -
Ticket sales $39,107,960
Television and radio broadcast rights fees 28,002,469
Other, principally promotional advertising 8,569,485
Equity in net income (loss) of Celtics Basketball
Holdings, L.P. $ 4,353,162 $ (204,960)
--------------------------------------------
4,353,162 (204,960) 75,679,914
--------------------------------------------
Costs and expenses:
Basketball regular season -
Team 40,401,643
Game 2,820,107
General and administrative 1,645,329 1,536,555 13,464,566
Selling and promotional 4,819,478
Depreciation 208,162
Amortization of NBA franchise and other
intangible assets 47,114 47,114 165,035
--------------------------------------------
1,692,443 1,583,669 61,878,991
--------------------------------------------
2,660,719 (1,788,629) 13,800,923
Interest expense (7,151,884) (6,649,201) (6,017,737)
Interest income 5,270,020 4,498,452 6,402,366
Net realized gains (losses) on disposition of
marketable securities 6,020 (18,235)
--------------------------------------------
Income (loss) before income taxes and
extraordinary charge 778,855 (3,933,358) 14,167,317
Provision for income taxes 1,800,000 1,600,000 1,900,000
--------------------------------------------
Income (loss) before extraordinary charge (1,021,145) (5,533,358) 12,267,317
Extraordinary charge for early retirement of
notes payable 2,255,540
--------------------------------------------
Net income (loss) (1,021,145) (7,788,898) 12,267,317
Net income (loss) applicable to interests of
General Partners 34,088 (78,714) 306,216
--------------------------------------------
Net income (loss) applicable to interests of
Limited Partners $(1,055,233) $(7,710,184) $11,961,101
============================================
Per unit:
Income before extraordinary charge-basic $ 2.45
Income before extraordinary charge-diluted $ 2.17
Net income-basic $ 2.45
Net income-diluted $ 2.17
Distributions declared $ 2.00
</TABLE>
See notes to consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Consolidated Statements of Partners' Capital (Deficit)
<TABLE>
<CAPTION>
Limited Partners
----------------------------
Total Units Amount
----- ----- ------
<S> <C> <C> <C>
BALANCE AT JUNE 30, 1997 $ (7,790,091) $5,346,164 $ (8,527,928)
Net income for the year ended June 30, 1998 12,267,317 11,961,101
Exercise of options to purchase units of Partnership
interest 5,156,250 250,000 5,156,250
Distributions:
Subordinated Debentures to unitholders (32,984,700) (32,984,700)
Cash to unitholders - $2.00 per unit (8,104,186) (8,049,828)
Cash by Celtics Limited Partnership to Boston
Celtics Corporation (General Partner's Share) (105,000)
Investment in Celtics Basketball Holdings by
Celtics Limited Partnership to Boston Celtics
Corporation 319,513
Investment in Castle Creek Partners, G.P.
to Celtics, Inc. (83,682)
Units of interest in Castle Creek Partners, L.P. to
unitholders pursuant to Reorganization and
cancellation of related units (12,342,790) (2,892,500) (12,342,790)
Contribution from BCLP Merger, Inc. 100 100
Assumption of deferred tax liability by Castle
Creek Partners, L.P. 10,389,125 10,389,125
Purchase of units for the treasury (7,147)
Unrealized gain on marketable securities 69,569 68,874
---------------------------------------------
BALANCE AT JUNE 30, 1998 (33,215,722) 2,703,664 (34,329,796)
Net income (loss) for the year ended June 30, 1999 (7,788,898) (7,710,184)
Cash distribution from Castle Creek Partners, L.P. 103,430 103,430
Cash distribution paid by Celtics Limited
Partnership to Boston Celtics Corporation
(General Partner's share) (37,200)
Unrealized loss on marketable securities (5,360) (5,306)
---------------------------------------------
BALANCE AT JUNE 30, 1999 (40,943,750) 2,703,664 (41,941,856)
Net income (loss) for the year ended June 30, 2000 (1,021,145) (1,055,233)
Distribution of receivable to Boston Celtics Limited
Partnership (4,330,837) (4,330,837)
Cash distribution by Boston Celtics Limited
Partnership II to BCLP II GP, Inc. (General
Partner's share) (43,746)
---------------------------------------------
BALANCE AT JUNE 30, 2000 $(46,339,478) 2,703,664 $(47,327,926)
=============================================
</TABLE>
See notes to consolidated financial statements.
<TABLE>
<CAPTION>
General Partners' Interests
-------------------------------------------------------------------
Boston Celtics
Boston Celtics Communications
Limited Celtics Limited Limited
Total Partnership II Partnership Partnership
----- -------------- --------------- --------------
<S> <C> <C> <C> <C>
BALANCE AT JUNE 30, 1997 $ 737,837 $226,817 $(129,866) $640,886
Net income for the year ended June 30, 1998 306,216 120,820 185,054 342
Exercise of options to purchase units of Partnership
interest
Distributions:
Subordinated Debentures to unitholders
Cash to unitholders - $2.00 per unit (54,358) (54,358)
Cash by Celtics Limited Partnership to Boston
Celtics Corporation (General Partner's Share) (105,000) (105,000)
Investment in Celtics Basketball Holdings by
Celtics Limited Partnership to Boston Celtics
Corporation 319,513 319,513
Investment in Castle Creek Partners, G.P. to
Celtics, Inc. (83,682) (83,682)
Units of interest in Castle Creek Partners, L.P. to
unitholders pursuant to Reorganization and
cancellation of related units
Contribution from BCLP Merger, Inc.
Assumption of deferred tax liability by Castle
Creek Partners, L.P.
Purchase of units for the treasury (7,147) (7,147)
Unrealized gain on marketable securities 695 695
----------------------------------------------------------------
BALANCE AT JUNE 30, 1998 1,114,074 210,292 262,554 641,228
Net income (loss) for the year ended June 30, 1999 (78,714) (77,004) (2,056) 346
Cash distribution from Castle Creek Partners, L.P.
Cash distribution paid by Celtics Limited
Partnership to Boston Celtics Corporation
(General Partner's share) (37,200) (37,200)
Unrealized loss on marketable securities (54) (54)
----------------------------------------------------------------
BALANCE AT JUNE 30, 1999 998,106 133,234 223,298 641,574
Net income (loss) for the year ended June 30, 2000 34,088 (9,783) 43,491 380
Distribution of receivable to Boston Celtics
Limited Partnership
Cash distribution by Boston Celtics Limited
Partnership II to BCLP II GP, Inc. (General
Partner's share) (43,746) (43,746)
----------------------------------------------------------------
BALANCE AT JUNE 30, 2000 $ 988,448 $ 79,705 $ 266,789 $641,954
================================================================
</TABLE>
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended
-----------------------------------------------
June 30, June 30, June 30,
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING
ACTIVITIES
Receipts:
Basketball regular season receipts:
Ticket sales $ 40,147,616
Television and radio broadcast rights fees 26,195,503
Other, principally promotional advertising 9,068,435
-------------
75,411,554
Costs and expenses:
Basketball regular season expenditures:
Team expenses 37,476,899
Game expenses 2,706,673
General and administrative expenses $ 3,336,752 $ 4,243,587 13,442,475
Selling and promotional expenses 4,974,501
-----------------------------------------------
3,336,752 4,243,587 58,600,548
-----------------------------------------------
(3,336,752) (4,243,587) 16,811,006
Interest expense (6,746,681) (6,432,925) (4,484,886)
Interest income 4,970,912 4,839,294 6,459,967
Income taxes paid (1,673,854) (1,582,595) (733,306)
Payment of deferred compensation (1,751,746)
-----------------------------------------------
NET CASH FLOWS FROM (USED IN) OPERATING
ACTIVITIES (6,786,375) (7,419,813) 16,301,035
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Purchases of:
Marketable securities (41,399,070)
Short-term investments (648,600,000) (437,446,570) (747,722,322)
Proceeds from sales of:
Marketable securities 1,000,000 59,895,502
Short-term investments 648,700,000 434,727,039 697,787,584
Payment of due to related parties (3,036,184)
Capital expenditures (7,688) (384,921)
Other receipts (expenditures) 20,778 12,967 (116,172)
-----------------------------------------------
NET CASH FLOWS FROM (USED IN) INVESTING
ACTIVITIES 113,090 (4,742,748) (31,939,399)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings $ 7,500,000 $ 23,500,000 $ 80,000,000
Payment of bank borrowings (1,000,000) (50,000,000)
Payment of notes payable (19,794,320)
Purchase of Boston Celtics Limited Partnership units (7,147)
Proceeds from exercise of options to purchase limited
partnership units 2,125,000
Cash distributions:
From Celtics Basketball Holdings, L.P. 3,682,811
From Castle Creek Partners, L.P. 103,430
To Celtics Basketball, L.P. from Celtics Limited
Partnership (6,536,134)
To limited partners of Boston Celtics Limited Partnership (8,068,908)
To General Partners (34,861) (105,000)
-----------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 7,465,139 6,491,921 17,407,811
-----------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 791,854 (5,670,640) 1,769,447
Cash and cash equivalents at beginning of year 2,597,546 8,268,186 6,498,739
-----------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,389,400 $ 2,597,546 $ 8,268,186
===============================================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Amortization of original issue discount on Subordinated
Debentures $ 404,923 $ 400,071
Distribution of amount due from related party to Boston
Celtics Limited Partnership $ 4,330,837
Accrued distribution to BCLP II GP, Inc. $ 8,885
Contribution of net capital deficiency of Celtics Limited
Partnership to Celtics Basketball L.P. in exchange for
limited partnership interest in Celtics Basketball L.P. $ 31,631,779
Contribution of short-term investments to Castle Creek
Partners, L.P. in exchange for units of limited partnership
interest in Castle Creek Partners, L.P. $ 43,617,669
Contribution payable to Castle Creek Partners, G.P., Inc. in
exchange for investment in Castle Creek Partners, G.P., Inc. $ 440,583
Contribution of limited partnership interest in Celtics
Basketball L.P. and investment asset to Celtics Basketball
Holdings L.P. in exchange for limited partnership interest in
Celtics Basketball Holdings L.P. $ 38,241,796
Distribution by Celtics Limited Partnership of investment in
Celtics Basketball Holdings to Boston Celtics Corporation $ 319,513
Distribution of investment in Celtics Basketball Holdings to
Castle Creek Partners, L.P. in exchange for units of limited
partnership interest in Castle Creek Partners, L.P. $ 31,315,462
Distribution of investment in Celtics Basketball Holdings to
Castle Creek Partners, G.P., Inc. in exchange for units of
limited partnership interest in Castle Creek Partners, G.P.,
Inc. $ 316,318
Distribution of investment in Castle Creek Partners, G.P., Inc.
to Celtics, Inc. $ 83,682
Distribution of units of partnership interest in Castle Creek
Partners, L.P. to unitholders and subsequent cancellation of
related Boston Celtics Limited Partnership II units $ 12,342,790
Assumption of deferred tax liability by Castle Creek Partners,
L.P. $ 10,389,125
Distribution of Subordinated Debentures to unitholders $ 32,984,700
</TABLE>
See notes to consolidated financial statements.
BOSTON CELTICS LIMITED PARTNERSHIP II
and Subsidiaries
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
Principles of Consolidation: The consolidated financial statements include
the accounts of Boston Celtics Limited Partnership II ("BCLP II," the
"Partnership") and its majority-owned and controlled subsidiaries and
partnerships. All intercompany transactions are eliminated in
consolidation.
BCLP II is a Delaware limited partnership formed in 1986 as Boston Celtics
Limited Partnership. Its general partner was Celtics, Inc. Pursuant to a
reorganization of its partnership structure that was completed on June 30,
1998 (the "Reorganization"), the Partnership's name was changed to Boston
Celtics Limited Partnership II, and its general partner became BCLP II GP,
Inc. ("BCLP II GP"), a wholly owned subsidiary of Celtics, Inc. As a
result of the Reorganization, the Partnership's 99% limited partnership
interest is owned by Boston Celtics Limited Partnership (a Delaware limited
partnership formed in April 1998).
Prior to the Reorganization, BCLP II, through its subsidiaries, owned and
operated the Boston Celtics professional basketball team of the National
Basketball Association (the "Boston Celtics") and held investments. The
Boston Celtics were owned by Celtics Limited Partnership ("CLP"), in which
BCLP II has a 99% limited partnership interest.
Upon completion of the Reorganization, the Boston Celtics are owned and
operated by Celtics Basketball, L.P. ("Celtics Basketball"), a subsidiary
of Celtics Basketball Holdings, L.P. ("Celtics Basketball Holdings"). BCLP
II, through its subsidiaries, holds certain investments, including a
48.3123% limited partnership investment in Celtics Basketball Holdings.
Accordingly, the operating results of the Boston Celtics are consolidated
in the accompanying financial statements for periods prior to the
Reorganization. Effective June 30, 1998, BCLP II's interest in the
accounts and operations of the Boston Celtics is reflected in its
investment in Celtics Basketball Holdings, which is accounted for on the
equity method, and accordingly, the investment is carried at cost,
increased by equity in the earnings of Celtics Basketball Holdings and
reduced by distributions received.
Note B - Significant Accounting Policies
Cash Equivalents: Cash equivalents represent short-term investments with
maturities at date of purchase of three months or less. Marketable
securities represent investments with maturities greater than three months.
Estimates and Assumptions: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
Concentration of Credit Risk: Financial instruments which potentially
subject the Partnership to credit risk consist principally of cash
equivalents, short-term investments, marketable securities and accounts
receivable. The Partnership's cash equivalents, short-term investments and
marketable securities represent investments with relatively short
maturities in the securities of highly rated financial institutions and
United States government entities. The Partnership performs periodic
credit evaluations of its customers' financial condition and generally does
not require collateral. Credit losses have been consistently within
management's expectations.
Marketable Securities and Other Short-Term Investments: The Partnership
accounts for marketable securities and other short-term investments in
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" which
established the accounting and reporting requirements for investments in
equity securities that have readily determinable fair values and for all
investments in debt securities. All affected investment securities are
classified as securities to be held to maturity, for trading, or available-
for-sale.
Property and Equipment: Property and equipment is stated at cost and is
being depreciated over estimated useful lives from three to ten years using
straight line or accelerated methods of depreciation as appropriate.
Financial Instruments: In June 1998, the Financial Accounting Standards
Board issued Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which is required to be adopted in years beginning
after June 15, 2000. The Statement will require that all derivatives be
recognized on the balance sheet at fair value. Derivatives that are not
hedges must be adjusted to fair value through income. If the derivative is
a hedge, depending on the nature of the hedge, changes in fair value of the
hedged assets, liabilities or firm commitments will either be immediately
recognized in earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in
earnings. Because of the Partnership's minimal use of derivatives,
management does not anticipate that the adoption of the new Statement will
have a significant effect on earnings or the financial position of the
Partnership.
In September 1999, in order to fix the interest rate on the debt described
in Note F, BCLP II entered into an interest rate cap agreement with a
notional amount of $50,000,0000, expiring in October 2000. The fixed
interest rate on this contract is 6.49%. The interest rate differential is
recognized as an adjustment to interest expense.
The carrying value of financial instruments such as cash equivalents,
short-term investments, accounts receivable and accounts payable
approximate their fair values based on the short-term maturities of these
instruments. The carrying value of long-term debt approximates its fair
value based on references to similar instruments.
The interest rate swap agreement has a fair value of approximately $32,000
at June 30, 2000 based upon a quote from the issuer, which represents the
estimated amount that the Partnership would pay if the agreement was
terminated.
Basketball Operations: The Boston Celtics generally record its revenues,
principally ticket sales and television and radio broadcasting fees, at the
time the game to which such proceeds relate is played. Team expenses,
principally player and coaches salaries, related fringe benefits and
insurance, and game and playoff expenses, principally National Basketball
Association attendance assessments and travel, are recorded as expense on
the same basis. Accordingly, advance ticket sales and payments on
television and radio broadcasting contracts and payments for team and game
expenses not earned or incurred are recorded by the Boston Celtics as
deferred revenues and deferred expenses, respectively, and amortized
ratably as regular season games are played. General and administrative and
selling and promotional expenses are charged to operations as incurred.
Stock Options: The Partnership accounts for stock options in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." The Partnership has adopted the disclosure
provisions only of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (Statement 123). The adoption of Statement 123
did not have a material impact on the Partnership's financial statements.
Income Taxes: No provision for income taxes is required by the Partnership
as its income and expenses are taxable to or deductible by its partners.
Celtics Capital Corporation ("CCC"), BCCLP Holding Corporation ("Holdings")
and Celtics Investments, Inc. ("CII"), wholly-owned subsidiary corporations
of the Partnership, are subject to income taxes and report their income tax
provision, including the income (losses) of Boston Celtics Communications
Limited Partnership ("BCCLP"), a subsidiary partnership, using the
liability method in accordance with Financial Accounting Standards Board
Statement 109, "Accounting for Income Taxes." Under this method, deferred
tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are
measured using tax rates and laws that will be in effect when the
differences are expected to reverse.
Comprehensive Income: The Partnership adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" in the
fiscal year ended June 30, 1999. The Partnership's comprehensive income is
comprised of net income (loss) and unrealized gains and losses on
marketable securities held as available-for-sale investments.
Comprehensive income (loss) of approximately ($1,021,000), ($7,794,000) and
$12,337,000 for the fiscal years ended June 30, 2000, 1999 and 1998,
respectively, was not significantly different from reported net income
(loss).
Note C - Reorganization
In connection with the Reorganization, unitholders were given an option of
exchanging their units of interest in BCLP II for units of limited
partnership interest in Castle Creek Partners, L.P. ("Castle Creek"), a
privately held partnership formed in connection with the Reorganization, on
a 100-for-one basis. The Partnership then contributed to Castle Creek the
percentage of its net assets, subject to certain adjustments, corresponding
to the percentage of unitholders that elected to receive Castle Creek
interests (the "Proportionate Election"). The Partnership's net assets
consisted primarily of investment assets and, through a subsidiary, the
assets of the Boston Celtics. In exchange for the contribution of assets
to Castle Creek, the Partnership received limited partnership interests in
Castle Creek, which they subsequently distributed to BCLP II unitholders
electing to receive Castle Creek interests in the Reorganization.
In anticipation of the contribution of assets to Castle Creek, the
Partnership contributed $41,022,067 of investment assets to Castle Creek in
May 1998 based on an estimate of the Proportionate Election. When the
Reorganization election was complete on June 30, 1998 and the Proportionate
Election was finalized at 51.68719%, it was determined that the Partnership
needed to contribute an additional $3,036,184 of assets to Castle Creek to
reflect the Proportionate Election. This amount was paid to Castle Creek in
July 1998.
Note D - Investment in Capital Deficiency of Celtics Basketball Holdings,
L.P.
BCLP II, through its subsidiary partnerships and corporations, owns a 48.3%
limited partnership interest in Celtics Basketball Holdings. Prior to the
completion of the Reorganization on June 30, 1998, Celtics Basketball
Holdings held no material assets and was not engaged in operations. Upon
completion of the Reorganization, Celtics Basketball Holdings, through
Celtics Basketball, its 99.999% subsidiary partnership, owns and operates
the Boston Celtics professional basketball team of the National Basketball
Association. BCLP II's investment in Celtics Basketball Holdings is
accounted for on the equity method.
Summary balance sheet and statement of operations data for Celtics
Basketball Holdings is as follows (amounts in thousands):
<TABLE>
<CAPTION>
June 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Current assets $21,378 $ 5,241
Current liabilities 34,961 25,905
Total assets 31,111 14,264
Notes payable to bank - noncurrent portion 50,000 50,000
Deferred compensation - noncurrent portion 6,370 7,626
Other noncurrent liabilities 708 672
Partners' capital (deficit) (60,928) (69,939)
</TABLE>
<TABLE>
<CAPTION>
Year Ended
------------------------------
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Total revenues $81,249 $43,052
Total costs and expenses (69,390) (41,458)
Interest and other income (expense), net (2,848) (2,018)
------------------------
Net income (loss) $ 9,011 $ (424)
========================
</TABLE>
Note E - Marketable Securities and Other Short-Term Investments
The Partnership held no marketable securities at June 30, 2000. There were
no realized gains or losses from marketable securities in the fiscal year
ended June 30, 2000. Gross realized gains from available-for-sale U.S.
government securities amounted to $6,020 in the fiscal year ended June 30,
1999.
Other short-term investments, which consist primarily of private placement
notes with a commercial bank with a maturity of under one year, are
classified as held-to-maturity and are carried at amortized cost, which
approximates market value. There were no realized or unrealized gains or
losses in any of these investments in the fiscal years ended June 30, 2000
and 1999.
Note F - Notes Payable
In 1995, the Partnership issued two notes in exchange for 668,144 limited
partnership units. The two notes payable had an aggregate initial face
amount of $14,365,096, equal to $21.50 per unit for each unit acquired.
The two notes, which were due and payable on July 1, 2000, also provided
that the amounts to be paid pursuant to the terms of the notes were to be
increased by specified amounts on each July 1 during their term. If the
unitholder held the two notes until July 1, 2000, he would have been
entitled to receive aggregate payments (excluding interest) in the amount
of $20,044,320 equal to $30.00 per unit for each unit acquired from him.
Each of the notes accrued interest payable quarterly at the rate of 7.76%
per annum. On September 30, 1998, the notes payable had an aggregate
balance, including scheduled increases, of $17,538,780. The notes payable
were repaid in the amount of $19,794,320, resulting in an extraordinary
charge of $2,255,540 ($0.82 per unit) related to early retirement of notes
payable. Interest of $343,000 and $2,403,000 related to these notes was
charged to operations in 1999 and 1998, respectively.
On May 20, 1998, the Partnership entered into a $60,000,000 revolving
credit agreement with its commercial bank, $20,000,000 of which was
reserved for the repayment of notes payable related to the redeemed BCLP II
Units described in the preceding paragraph. Interest on advances under the
revolving credit agreement accrues at the Partnership's option of either
LIBOR plus 0.70% or the greater of the bank's Base Rate or the Federal
Funds Effective Rate plus 0.50% (7.54% at June 30, 2000). On May 26, 1998,
$30,000,000 was advanced under the revolving credit agreement in connection
with the Reorganization, and on September 30, 1998, the Partnership
borrowed the $20,000,000 reserved for the repayment of notes payable
related to redeemed BCLP II Units and repaid the notes with the proceeds.
As of June 30, 2000, $60,000,000 was outstanding under the revolving credit
agreement, $10,000,000 of which is payable on September 30, 2000 and
$50,000,000 of which is payable upon maturity of the agreement.
The revolving credit agreement expires on June 30, 2003 and is secured by a
pledge of certain short-term investments of Celtics Capital Corporation
("CCC"), an indirect subsidiary of BCLP II. The revolving credit agreement
contains certain restrictions and various provisions and covenants
customary in lending arrangements of this type.
On December 15, 1997, Celtics Limited Partnership ("CLP"), the
Partnership's 99%-owned limited partnership which owned and operated the
Boston Celtics basketball team prior to the June 30, 1998 Reorganization,
entered into a $60,000,000 credit facility with its commercial bank,
consisting of a $50,000,000 term loan bearing interest at 6.29% and a
$10,000,000 revolving line of credit. The proceeds from the $50,000,000
term loan were used to repay a separate $50,000,000 loan from a commercial
bank that bore interest at 6.35%. Pursuant to the Reorganization, the
$60,000,000 credit facility was assigned to Celtics Basketball on June 30,
1998.
Interest charged to operations in connection with borrowings under the
revolving credit agreement amounted to $3,503,000, $2,662,000, and
$3,212,000 in the years ended June 30, 2000, 1999 and 1998, respectively.
Note G - Subordinated Debentures
In connection with the Reorganization, BCLP II distributed 6% Subordinated
Debentures to certain former holders of BCLP II units. One $20 face value
Subordinated Debenture was distributed for each BCLP II unit with respect
to which a BCLP II Unitholder elected to receive Subordinated Debentures.
In the Reorganization, BCLP II Unitholders elected to receive Subordinated
Debentures with respect to 2,703,664 former BCLP II units.
The Subordinated Debentures were recorded at $12.20 per debenture, the fair
market value at date of issue, or $32,984,700. The original issue discount
of $21,088,580 is being amortized over the 40-year life of the Subordinated
Debentures using the interest method and, accordingly, the Subordinated
Debentures are valued at $33,789,695 at June 30, 2000.
The Subordinated Debentures bear interest at the rate of 6% per annum,
payable annually commencing June 30, 1999, and mature on June 30, 2038.
There is no mandatory redemption or sinking fund requirements of the
Subordinated Debentures.
Interest charged to operations in connection with the Subordinated
Debentures, including amortization of the original issue discount, amounted
to $3,649,000 and $3,644,000 in the fiscal years ended June 30, 2000 and
1999, respectively.
Note H - Related Party Transactions
Boston Celtics Corporation, the general partner of CLP and Celtics
Basketball, receives a base management fee of $750,000 per annum, subject
to increases based on annual cash flows from basketball operations.
Management fees of $935,000 and $750,000 were charged to Celtics
Basketball's operations in the years ended June 30, 2000 and 1999,
respectively, and management fees of $1,577,000 were charged to BCLP II's
operations during the year ended June 30, 1998.
Note I - Commitments and Contingencies
In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the
State of Delaware in and for New Castle County against BCLP II, its former
general partner (Celtics, Inc.), and certain directors or former directors
of Celtics, Inc. Each of the Complaints alleges, among other things, that
the Reorganization was unfair to former BCLP II Unitholders, and seeks to
recover an unspecified amount of damages, including attorneys' and experts'
fees and expenses. The Partnership filed a Motion to Dismiss one of the
complaints on July 29, 1998, and discovery in that case has been stayed by
agreement of the parties. The Complaints have been consolidated. On
August 6, 1999, the Court of Chancery issued an opinion granting in part,
and denying in part, the Partnership's Motion to Dismiss, and on September
3, 1999, the plaintiffs filed an amended Complaint. On October 1, 1999,
the Partnership filed an answer to the Complaint.
Although the ultimate outcome of the Complaint cannot be determined at this
time, management of the Partnership does not believe that the outcome of
these proceedings will have a material adverse effect on the Partnership's
financial position or results of operations.
Effective June 30, 1998, the Board of Governors of the NBA voted to reopen
the collective bargaining agreement ("Collective Bargaining Agreement")
between the NBA and the NBA Players Association (the "NBPA"). Effective
July 1, 1998, the NBA commenced a lockout of NBA players in support of its
attempt to reach a new collective bargaining agreement. On January 20,
1999, the NBA and the NBPA entered into a new collective bargaining
agreement (the "New Collective Bargaining Agreement"), thereby ending the
lockout. As a result of the lockout, the 1998-99 NBA regular season
consisted of 50 games per team, beginning in early February 1999.
Ordinarily, the NBA regular season consists of 82 games per team and
generally begins in late October or early November.
NBA teams, including the Boston Celtics, refunded amounts paid by season
ticket holders (plus interest at 6%) for a total of 18 home games
(including two exhibition games) that were canceled as a result of the
lockout. Refunds of approximately $11,632,000 (including interest of
$185,000) were paid by Celtics Basketball for canceled games. In
addition, certain season ticket holders elected to leave their refunds and
interest on deposit for future games. Such refunds amounted to approximately
$571,000 at June 30, 1999 (including interest of approximately $12,000). No
interest has accrued on such amounts since January 31, 1999.
All amounts paid by season ticket holders are recorded by Celtics
Basketball as deferred revenue and are subsequently recognized as revenue
on a game-by-game basis as regular season games are played. No revenues
were recognized with respect to amounts paid by season ticket holders for
canceled games in the 1998-99 regular season. Amounts refunded are recorded
by Celtics Basketball as reductions in the deferred revenue liability when
paid.
Celtics Basketball is committed under noncancelable, long-term operating
leases for certain of its facilities and equipment. These leases were
assigned to Celtics Basketball by CLP effective June 30, 1998 pursuant to
the Reorganization. Rent expense charged to operations during the year
ended June 30, 1998 amounted to $410,000. Celtics Basketball does not pay
rent under its lease agreements related to the FleetCenter (where the
Boston Celtics play all of their home games), which expires after the 2005-
06 NBA season, or the practice facility and wellness center, which also
includes certain office space, and which expires in 2010. Under the terms
of its lease agreement related to the FleetCenter, Celtics Basketball does
not share in revenue from food and beverage concessions.
Note J - Options to Acquire Units of Partnership Interest
In November 1997, one of the Partnership's option holders exercised his
Unit Appreciation Rights with respect to his 30,000 options, and in June
1998, the remaining option holder exercised his 250,000 options, resulting
in proceeds to the Partnership of $2,125,000. As a result, there are no
outstanding options to purchase units of partnership interest. The
compensation element of the options consisted of income of $805,000 in the
year ended June 30, 1998.
Note K - Benefit Plans
Certain of the Partnership's subsidiaries have defined contribution plans
covering substantially all employees who meet certain eligibility
requirements. Participants may make contributions to the plans up to 15%
of their compensation (as defined). Contributions to these plans are
matched by the Partnership and its subsidiaries 100% on the first 7% of
compensation contributed by each participant. Contributions are fully
vested after three years of service. Costs of the plans charged to
operations amounted to $44,000, $41,000 and $232,000 during the years ended
June 30, 2000, 1999 and 1998, respectively. In addition, costs of these
plans charged to Celtics Basketball amounted to $144,000 and $159,000 in
the years ended June 30, 2000 and 1999.
Note L - Cash Flows
Reconciliations of net income (loss) to net cash flows from (used in)
operating activities are as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------------------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net income (loss) $(1,021,145) $(7,788,898) $12,267,317
Items not affecting cash flows from (used in) operating
activities:
Depreciation 208,162
Amortization 47,114 47,114 165,035
Increase in note issued on redemption of Partnership interest 1,129,163
Extraordinary charge for early retirement of notes payable 2,255,540
Amortization of original issue discount on Subordinated
Debentures 404,923 400,071
Net realized gains (losses) on disposition of marketable
securities and other short-term investments (6,020) 18,235
Equity in net (income) loss of Celtics Basketball Holdings, L.P. (4,353,162) 204,960
Changes in:
Accrued interest receivable (303,197) 316,384 140,330
Accounts receivable (2,280,838) (1,836,775) 43,331
Notes receivable 85,772
Accounts payable and accrued expenses 719,930 (1,012,189) 11,426,790
Deferred compensation (1,628,938)
Deferred revenues 899,490
Other non-current liabilities (9,270,000)
Other 816,348
-------------------------------------------
Net cash flows from (used in) operating activities $(6,786,375) $(7,419,813) $16,301,035
===========================================
</TABLE>
Note M - Quarterly Results (Unaudited)
A summary of operating results, net income (loss) per unit based on the
average units outstanding throughout each year calculated for financial
statement purposes only, and cash distributions for the quarterly periods
in the fiscal years ended June 30, 2000 and 1999 is set forth below (000's
omitted, except for per unit amounts):
<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------
September 30, December 31, March 31, June 30,
1999 1999 2000 2000 Total
------------- ------------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 2000:
Net income (loss) $(2,650) $ (220) $2,440 $(591) $(1,021)
Net income (loss) applicable to Limited
Partners (2,610) (232) 2,380 (593) (1,055)
<CAPTION>
Quarter Ended
------------------------------------------------------
September 30, December 31, March 31, June 30,
1998 1998 1999 1999 Total
------------- ------------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 1999:
Income (loss) before extraordinary charge $(2,524) $(4,594) $1,929 $(344) $(5,533)
Extraordinary charge for early retirement of
notes payable (2,256) (2,256)
Net income (loss) (4,780) (4,594) 1,929 (344) (7,789)
Net income (loss) applicable to Limited
Partners (4,721) (4,517) 1,876 (348) (7,710)
</TABLE>
Note N - Income Taxes
Components of deferred tax liabilities and assets at June 30 are as follows
(000's omitted):
<TABLE>
<CAPTION>
June 30
--------------------------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Deferred tax liabilities:
Financial basis in excess of tax basis of assets related to
restructuring of BCCLP completed in 1996 $ 20,100 $ 20,100 $ 20,100
Less amount assumed by Castle Creek Partners, L.P. as a result of
indemnities in the Merger Agreement of the Reorganization (10,389) (10,389) (10,389)
--------------------------------
Total deferred tax liabilities $ 9,711 $ 9,711 $ 9,711
================================
</TABLE>
The deferred tax liabilities at June 30, 2000, 1999 and 1998 represent the
tax-effected difference between the tax and financial statement bases of
the net assets of BCCLP Holding Corporation ("Holdings") and Celtics
Investments, Inc. ("CII"), and relate to Holdings or subsidiary
partnerships Boston Celtics Communications Limited Partnership ("BCCLP")
and Boston Celtics Broadcasting Limited Partnership ("BCBLP").
At June 30, 2000, the tax bases of the assets and liabilities of BCLP II
and its subsidiaries exceeded their financial statement bases by
approximately $90,732,000, consisting primarily of a step-up in basis in
connection with Unit redemptions ($60,049,000), difference between tax and
financial statement basis of the investment in Celtics Basketball Holdings
($29,003,000), intangible assets ($990,000) and original issue discount on
the Subordinated Debentures ($690,000). No deferred tax asset has been
provided for these differences because BCLP II and its subsidiary
partnerships are not subject to income taxes.
The provision for income taxes included in the consolidated statements of
operations consists of the following (000's omitted):
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $1,369 $1,200 $1,460
State 431 400 440
----------------------------
$1,800 $1,600 $1,900
============================
</TABLE>
A reconciliation of the statutory federal income tax rate applied to
reported pre-tax earnings of CII, CCC, Holdings and BCCLP ($4,027,000 in
2000, $3,553,000 in 1999 and $4,240,000 in 1998) to the effective tax rate
of the provision is:
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate 34.0% 34.0% 34.0%
State income taxes, net of federal tax benefit 6.2 6.2 6.2
Other 4.5 4.8 4.6
----------------------
Effective tax rate 44.7% 45.0% 44.8%
======================
</TABLE>
Note O - Net Income Per Unit
The following table sets forth the computation of basic and diluted
earnings per unit for the year ended June 30, 1998:
<TABLE>
<S> <C>
Numerator for basic and diluted earnings per unit:
Income before extraordinary charge:
Income before extraordinary charge before interests of General Partners $12,267,317
Applicable to interests of General Partners of subsidiary partnerships 185,397
-----------
12,081,920
Applicable to 1% General Partnership interest of BCLP II 120,819
-----------
Applicable to interests of Limited Partners $11,961,101
===========
Net income:
Net income before interests of General Partners $12,267,317
Applicable to interests of General Partners of subsidiary partnerships 185,397
-----------
12,081,920
Applicable to 1% General Partnership interest of BCLP II 120,819
-----------
Applicable to interests of Limited Partners $11,961,101
===========
Denominator:
Denominator for basic earnings per unit - weighted average units 4,881,826
Effect of dilutive securities:
Options to purchase units of Partnership interest 147,762
Restricted stock 484,886
-----------
Denominator for diluted earnings per unit 5,514,474
===========
Income per unit before extraordinary charge - basic $ 2.45
===========
Income per unit before extraordinary charge - diluted $ 2.17
===========
Net income per unit - basic $ 2.45
===========
Net income per unit - diluted $ 2.17
===========
</TABLE>
Report of Independent Auditors
To the General Partner
Celtics Basketball Holdings, L.P.
We have audited the accompanying consolidated balance sheets of Celtics
Basketball Holdings, L.P. and Subsidiary as of June 30, 2000 and 1999, and
the related consolidated statements of operations, partners' capital
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Celtics
Basketball Holdings, L.P. and Subsidiary at June 30, 2000 and 1999, and the
consolidated results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in
the United States.
/s/ Ernst & Young LLP
---------------------
Boston, Massachusetts
August 29, 2000
CELTICS BASKETBALL HOLDINGS, L.P.
and Subsidiary
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
-------- --------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 14,941,632 $ 3,274,513
Accounts receivable 5,799,898 1,445,063
Prepaid expenses and other current assets 636,551 521,058
----------------------------
TOTAL CURRENT ASSETS 21,378,081 5,240,634
PROPERTY AND EQUIPMENT, net 1,144,785 1,347,715
NATIONAL BASKETBALL ASSOCIATION FRANCHISE,
net of amortization of $2,622,078 in 2000 and $2,467,839 in
1999 3,547,503 3,701,742
INVESTMENT IN NBA MEDIA VENTURES, LLC 4,263,420 3,154,057
OTHER ASSETS 776,815 819,641
----------------------------
$ 31,110,604 $ 14,263,789
============================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 24,478,303 $ 14,141,822
Deferred game revenues 9,204,607 10,415,589
Deferred compensation - current portion 1,278,410 1,347,616
----------------------------
TOTAL CURRENT LIABILITIES 34,961,320 25,905,027
NOTES PAYABLE TO BANK 50,000,000 50,000,000
DEFERRED COMPENSATION - noncurrent portion 6,369,646 7,625,674
OTHER NON-CURRENT LIABILITIES 708,000 672,000
PARTNERS' CAPITAL (DEFICIT)
Celtics Basketball Holdings, L.P. -
General Partner 1,008 918
Celtics Pride GP - Limited Partner (29,437,209) (33,790,372)
Castle Creek Partners, L.P. - Limited Partner (31,493,235) (36,150,442)
----------------------------
(60,929,436) (69,939,896)
Celtics Basketball, L.P. - General Partner 1,074 984
----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT) (60,928,362) (69,938,912)
----------------------------
$ 31,110,604 $ 14,263,789
============================
</TABLE>
See notes to consolidated financial statements.
CELTICS BASKETBALL HOLDINGS, L.P.
and Subsidiary
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Year Ended
--------------------------
June 30, June 30,
2000 1999
-------- --------
<S> <C> <C>
Revenues:
Basketball regular season -
Ticket sales $39,393,990 $23,283,661
Television and radio broadcast rights fees 34,229,293 14,626,632
Other, principally promotional advertising 7,625,721 5,142,031
--------------------------
81,249,004 43,052,324
--------------------------
Costs and expenses:
Basketball regular season -
Team 56,664,039 30,171,482
Game 2,673,269 1,526,202
General and administrative 5,119,684 5,002,103
Selling and promotional 4,427,810 4,328,740
Depreciation 347,471 271,796
Amortization of NBA franchise and other intangible assets 157,727 157,727
--------------------------
69,390,000 41,458,050
--------------------------
11,859,004 1,594,274
Interest expense (3,393,910) (3,583,980)
Interest income 545,456 628,434
Other income 937,017
--------------------------
Net income (loss) 9,010,550 (424,255)
Net income (loss) applicable to interests of General Partners 180 (21)
--------------------------
Net income (loss) applicable to interests of Limited Partners $ 9,010,370 $ (424,234)
==========================
</TABLE>
See notes to consolidated financial statements.
CELTICS BASKETBALL HOLDINGS, L.P.
and Subsidiary
Consolidated Statements of Partners' Capital (Deficit)
<TABLE>
<CAPTION>
Limited Partners
---------------------------------------------------
Castle Creek
Total Total Celtics Pride GP Partners, L.P.
----- ----- ---------------- --------------
<S> <C> <C> <C> <C>
BALANCE AT JUNE 30, 1998 $(61,814,657) $(61,816,657) $(29,865,364) $(31,951,293)
Net loss for the year ended June 30, 1999 (424,255) (424,234) (204,960) (219,274)
Distributions to partners (7,700,000) (7,699,923) (3,720,048) (3,979,875)
------------------------------------------------------------------
BALANCE AT JUNE 30, 1999 (69,938,912) (69,940,814) (33,790,372) (36,150,442)
Net income for the year ended June 30, 2000 9,010,550 9,010,370 4,353,163 4,657,207
------------------------------------------------------------------
BALANCE AT JUNE 30, 2000 $(60,928,362) $(60,930,444) $(29,437,209) $(31,493,235)
==================================================================
</TABLE>
See notes to consolidated financial statements.
<TABLE>
<CAPTION
General Partners
--------------------------------------------
Celtics
Basketball Celtics
Total Holdings, L.P. Basketball, L.P.
----- -------------- ----------------
<S> <C> <C> <C>
BALANCE AT JUNE 30, 1998 $2,000 $1,000 $1,000
Net loss for the year ended June 30, 1999 (21) (5) (16)
Distributions to partners (77) (77)
---------------------------------------
BALANCE AT JUNE 30, 1999 1,902 918 984
Net income for the year ended June 30, 2000 180 90 90
---------------------------------------
BALANCE AT JUNE 30, 2000 $2,082 $1,008 $1,074
=======================================
</TABLE>
CELTICS BASKETBALL HOLDINGS, L.P.
and Subsidiary
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended
--------------------------
June 30, June 30,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Receipts:
Basketball regular season receipts:
Ticket sales $37,851,382 $30,865,500
Television and radio broadcast rights fees 28,073,853 21,074,883
Other, principally promotional advertising 8,308,425 5,623,785
--------------------------
74,233,660 57,564,168
Costs and expenses:
Basketball regular season expenditures:
Team expenses 46,886,860 35,609,280
Game expenses 2,672,159 1,524,846
General and administrative expenses 5,048,493 6,081,954
Selling and promotional expenses 4,059,498 3,533,091
--------------------------
58,667,010 46,749,171
--------------------------
15,566,650 10,814,997
Interest expense (3,293,740) (2,637,022)
Interest income 515,456 601,538
Ticket refunds paid (9,290,577)
Payment of deferred compensation (1,286,370) (1,517,774)
--------------------------
NET CASH FLOWS FROM (USED IN) OPERATING
ACTIVITIES 11,501,996 (2,028,838)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of note receivable 7,850,000
Capital expenditures (144,541) (556,852)
Other receipts (expenditures) 309,664 (827,931)
--------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES 165,123 6,465,217
CASH FLOWS USED IN FINANCING ACTIVITIES
Proceeds from bank borrowings 7,000,000 3,000,000
Payment of bank borrowings (7,000,000) (3,000,000)
Cash distribution to Boston Celtics Corporation (77)
Cash distribution to Castle Creek Partners, L.P. (3,979,875)
Cash distribution to Celtics Pride G.P. (3,720,048)
Cash contributions from General Partner 1,800
--------------------------
NET CASH FLOWS USED IN FINANCING ACTIVITIES -- (7,698,200)
--------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 11,667,119 (3,261,821)
Cash and cash equivalents at beginning of year 3,274,513 6,536,334
--------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $14,941,632 $ 3,274,513
==========================
</TABLE>
See notes to consolidated financial statements.
CELTICS BASKETBALL HOLDINGS, L.P.
and Subsidiary
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
Principles of Consolidation: Celtics Basketball Holdings, L.P. ("Celtics
Basketball Holdings," the "Partnership"), a Delaware limited partnership,
through Celtics Basketball, L.P. ("Celtics Basketball"), its 99.999% owned
subsidiary, owns and operates the Boston Celtics professional basketball
team of the National Basketball Association (the "Boston Celtics"). The
consolidated financial statements include the accounts of Celtics
Basketball Holdings and Celtics Basketball. All intercompany transactions
are eliminated in consolidation.
Celtics Basketball Holdings and Celtics Basketball held no material assets
and were not engaged in operations from April 13, 1998, their date of
formation, until June 30, 1998. On June 30, 1998, Celtics Limited
Partnership ("CLP"), which formerly owned and operated the Boston Celtics,
contributed the assets and liabilities of the Boston Celtics to Celtics
Basketball in exchange for a 99.999% limited partnership interest in
Celtics Basketball. Subsequently on June 30, 1998, CLP contributed its
99.999% limited partnership interest in Celtics Basketball to Celtics
Basketball Holdings in exchange for a 99.999% limited partnership interest
in Celtics Basketball Holdings.
The general partner of both Celtics Basketball Holdings and Celtics
Basketball is Boston Celtics Corporation.
Note B - Significant Accounting Policies
Cash Equivalents: Cash equivalents represent short-term investments with
maturities at the date of purchase of three months or less.
Estimates and Assumptions: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
Concentration of Credit Risk: Financial instruments which potentially
subject the Partnership to credit risk consist principally of cash
equivalents and accounts receivable. The Partnership's cash equivalents
represent investments with relatively short maturities in the securities of
highly rated financial institutions and United States government entities.
The Partnership performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral. Credit
losses have been consistently within management's expectations.
Financial Instruments: The carrying value of financial instruments such as
cash equivalents, accounts receivable and accounts payable approximate
their fair values based on the short-term maturities of these instruments.
The carrying value of long-term debt approximates its fair value based on
references to similar instruments.
Franchise and Other Intangible Assets: These assets, consisting
principally of the National Basketball Association franchise and other
intangible assets are being amortized primarily on a straight-line basis
over 40 years.
Property and Equipment: Property and equipment is stated at cost and is
being depreciated over estimated useful lives of from five to ten years
using straight line or accelerated methods of depreciation as appropriate.
Leasehold improvements are depreciated over the lesser of the remaining
lives of the leases or the assets.
Basketball Operations: Revenues, principally ticket sales and television
and radio broadcasting fees, generally are recorded as revenues at the time
the game to which such proceeds relate is played. Team expenses,
principally player and coaches salaries, related fringe benefits and
insurance, and game and playoff expenses, principally National Basketball
Association attendance assessments and travel, are recorded as expense on
the same basis. Accordingly, advance ticket sales and payments on
television and radio broadcasting contracts and payments for team and game
expenses not earned or incurred are recorded as deferred revenues and
deferred expenses, respectively, and amortized ratably as regular season
games are played. General and administrative and selling and promotional
expenses are charged to operations as incurred.
Income Taxes: No provision for income taxes is required by Celtics
Basketball Holdings as its income and expenses are taxable to or deductible
by its partners.
Accounting for Derivatives and Hedging Activities: In June 1998, the
Financial Accounting Standards Board issued Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities, as amended, which is
required to be adopted in years beginning after June 15, 2000. Because of
the Partnership's minimal use of derivatives, management does not
anticipate that the adoption of the new Statement will have a significant
effect on earnings or the financial position of the Partnership.
Note C - Notes Receivable
On March 18, 1999, a convertible note due from an unrelated company was
redeemed for cash in the amount of $7,850,000. The balance of the note on
that date, including accrued interest, was $6,912,983. The $937,017 gain
on the note was classified as other income in the consolidated statements
of operations.
Note D - Property and Equipment
Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
June 30,
-------------------------
2000 1999
---- ----
<S> <C> <C>
Leasehold improvements $1,445,069 $1,413,357
Furniture, fixtures and equipment 1,220,981 1,108,152
-------------------------
2,666,050 2,521,509
Less accumulated depreciation 1,521,265 1,173,794
-------------------------
Net property and equipment $1,144,785 $1,347,715
=========================
</TABLE>
Note E - Investment in NBA Media Ventures, LLC
Celtics Basketball has a 3.45% interest in NBA Media Ventures, LLC ("NBA
Media Ventures"), which is owned equally by the 29 NBA men's member clubs
(the "members"). NBA Media Ventures pools all of the fees that its members
are entitled to receive under their respective market extension agreements.
In addition, NBA Media Ventures is engaged in the sale of nationally
syndicated radio broadcast rights of NBA games, licenses direct broadcast
satellite services and operates the NBA's retail store. Celtics
Basketball's investment in NBA Media Ventures is accounted for on the
equity method.
Note F - Deferred Compensation
Certain player contracts provide for guaranteed compensation payments which
are deferred until a future date. Operations are charged amounts equal to
the present value of future guaranteed payments in the period in which the
compensation is earned. The present value of payments due under these
agreements is as follows:
<TABLE>
<S> <C>
Years ending June 30, 2001 $1,278,000
2002 1,187,000
2003 1,161,000
2004 1,139,000
2005 937,000
2006 and thereafter 1,946,000
----------
$7,648,000
==========
</TABLE>
Note G - Notes Payable
Notes payable to bank represents outstanding borrowings under a $60,000,000
credit facility dated December 15, 1997 between Celtics Basketball and its
commercial bank. The credit agreement, which was originally entered into
by CLP and contributed to Celtics Basketball on June 30, 1998, consists of
a $50,000,000 term loan and a $10,000,000 revolving line of credit. As of
June 30, 2000, no borrowings were outstanding against the $10,000,000
revolving line of credit.
Under the terms of the $50,000,000 term loan agreement, interest is payable
quarterly in arrears at a fixed annual rate of 6.29% from December 15, 1997
through December 15, 2007. Principal payments are due in equal quarterly
installments of $2,500,000 commencing on January 1, 2003, with the final
payment due on December 15, 2007, the maturity date of the loan.
The $10,000,000 revolving line of credit agreement expires on December 15,
2002, with two automatic one-year extensions cancelable at the option of
the commercial bank. Interest on any borrowings under the revolving line
of credit accrues at the Partnership's option of either LIBOR plus 0.70% or
the greater of the bank's Base Rate or the Federal Funds Effective Rate
plus 0.50% (7.54% at June 30, 2000).
Interest charged to operations in connection with the term loan and
revolving line of credit amounted to $3,294,000 and $3,247,000 in the years
ended June 30, 2000 and 1999, respectively.
Borrowings under the term loan and revolving line of credit are secured by
all of the assets of and are the liability of Celtics Basketball. The loan
agreement contains certain restrictions and various provisions and
covenants customary in lending arrangements of this type.
Note H - Related Party Transactions
Boston Celtics Corporation, the general partner of CLP, Celtics Basketball
Holdings and Celtics Basketball, receives a base management fee of $750,000
per annum, subject to increases based on annual cash flows from basketball
operations. Management fees of $935,000 and $750,000 were charged to
Celtics Basketball's operations in the years ended June 30, 2000 and 1999,
respectively.
Note I - Commitments and Contingencies
Effective June 30, 1998, the Board of Governors of the NBA voted to reopen
the collective bargaining agreement ("Collective Bargaining Agreement")
between the NBA and the NBA Players Association (the "NBPA"). Effective
July 1, 1998, the NBA commenced a lockout of NBA players in support of its
attempt to reach a new collective bargaining agreement. On January 20,
1999, the NBA and the NBPA entered into a new collective bargaining
agreement (the "New Collective Bargaining Agreement"), thereby ending the
lockout. As a result of the lockout, the 1998-99 NBA regular season
consisted of 50 games per team, beginning in early February 1999.
Ordinarily, the NBA regular season consists of 82 games per team and
generally begins in late October or early November.
NBA teams, including the Boston Celtics, refunded amounts paid by season
ticket holders (plus interest at 6%) for a total of 18 home games
(including two exhibition games) that were canceled as a result of the
lockout. Refunds of approximately $11,632,000 (including interest of
$185,000) were paid by Celtics Basketball for canceled games. In
addition, certain season ticket holders elected to leave their refunds and
interest on deposit for future games. Such refunds amounted to approximately
$571,000 at June 30, 1999 (including interest of approximately $12,000). No
interest has accrued on such amounts since January 31, 1999.
All amounts paid by season ticket holders are recorded by Celtics
Basketball as deferred revenue and are subsequently recognized as revenue
on a game-by-game basis as regular season games are played. No revenues
were recognized with respect to amounts paid by season ticket holders for
canceled games in the 1998-99 regular season. Amounts refunded were
recorded by Celtics Basketball as reductions in the deferred revenue
liability when paid.
Celtics Basketball has employment agreements with officers, coaches and
players of the Boston Celtics basketball team. Certain of the contracts
provide for guaranteed payments which must be paid even if the employee is
injured or terminated. Amounts required to be paid under such contracts in
effect as of August 25, 2000, including option years but excluding payments
due on deferred compensation arrangements as disclosed in Note F - Deferred
Compensation, are as follows:
<TABLE>
<S> <C>
Years ending June 30, 2001 $55,462,000
2002 50,403,000
2003 45,088,000
2004 31,155,000
2005 27,616,000
Thereafter 7,600,000
</TABLE>
Commitments for the year ended June 30, 2001 include payments due to
players under contracts for the 2000-01 season in the amount of
$46,987,000.
Celtics Basketball maintains disability and life insurance policies on most
of its key players. The level of insurance coverage maintained is based on
management's determination of the insurance proceeds which would be
required to meet its guaranteed obligations in the event of permanent or
total disability of its key players.
Celtics Basketball is committed under noncancelable, long-term operating
leases for certain of its facilities and equipment. These leases were
assigned to Celtics Basketball by CLP effective June 30, 1998 pursuant to
the Reorganization. Rent expense charged to operations amounted to
$293,000 and $299,000 in the years ended June 30, 2000 and 1999,
respectively. Celtics Basketball does not pay rent under its lease
agreements related to the FleetCenter (where the Boston Celtics play all of
their home games), which expires after the 2005-06 NBA season, or the
practice facility and wellness center, which also includes certain office
space, and which expires in 2010. Under the terms of its lease agreement
related to the FleetCenter, Celtics Basketball does not share in revenue
from food and beverage concessions. Minimum annual payments, including
renewable option periods, required under operating leases are as follows:
<TABLE>
<S> <C>
Years ending June 30, 2001 $385,000
2002 404,000
2003 423,000
2004 444,000
2005 465,000
Thereafter 238,000
</TABLE>
Note J - Benefit Plans
Celtics Basketball has a defined contribution plan covering substantially
all employees who meet certain eligibility requirements. Participants may
make contributions to the plans up to 15% of their compensation (as
defined). Contributions to these plans are matched by the Partnership and
its subsidiaries 100% on the first 7% of compensation contributed by each
participant. Contributions are fully vested after three years of service.
Costs of these plans charged to operations amounted to $144,000 and
$159,000 in the years ended June 30, 2000 and 1999, respectively.
Players, coaches, trainers and the general manager of the basketball
operation are covered by multiemployer defined benefit pension plans
administered by the National Basketball Association. Costs of these plans
charged to operations amounted to $859,000 and $689,000 in the years ended
June 30, 2000 and 1999, respectively.
Note K - Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include accrued compensation to
players and coaches of $20,221,000 and $12,473,000 at June 30, 2000 and
1999, respectively.
Note L - Cash Flows
Reconciliations of net income (loss) to net cash flows from (used in)
operating activities are as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
--------------------------
2000 1999
---- ----
<S> <C> <C>
Net income (loss) $ 9,010,550 $ (424,255)
Items not affecting cash flows from (used in) operating activities:
Depreciation 347,471 271,796
Amortization 157,727 157,727
Net realized gains on disposition of note receivable (937,017)
Changes in:
Accounts receivable (4,354,835) 1,430,183
Accounts payable and accrued expenses 10,336,481 (5,324,413)
Deferred compensation (1,325,234) (1,545,331)
Deferred revenues (1,210,982) 3,931,251
Other non-current liabilities 36,000 72,000
Other (1,495,182) 339,221
--------------------------
Net cash flows from (used in) operating activities $11,501,996 $(2,028,838)
==========================
</TABLE>
SIGNATURES
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.
BOSTON CELTICS LIMITED PARTNERSHIP
By: BCLP GP, Inc., General Partner
-------------------------------
Date: September 15, 2000 By: /s/ Paul E. Gaston
-------------------
Paul E. Gaston
Chairman of the Board and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title* Date
--------- ------ ----
/s/ Don F. Gaston Director September 15, 2000
----------------------
Don F. Gaston
/s/ Paula B. Gaston Director September 15, 2000
----------------------
Paula B. Gaston
/s/ John B. Marsh, III Director September 15, 2000
----------------------
John B. Marsh, III
/s/ David A. Splaine Director September 15, 2000
----------------------
David A. Splaine
/s/ Richard G. Pond Executive Vice President, September 15, 2000
---------------------- Chief Financial Officer and
Richard G. Pond Chief Accounting Officer
[FN]
* Title indicates position with General Partner.
</FN>
