- ---------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
- ---------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
Commission File Number 33-67738
SAM HOUSTON RACE PARK, LTD.
(Exact name of Registrant as Specified in its Charter)
TEXAS 76-0313877
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
ONE SAM HOUSTON PLACE 77064
7575 NORTH SAM HOUSTON PARKWAY (Zip Code)
WEST
HOUSTON, TEXAS
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (713) 807-8700
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes /X/ No / /
- ---------------
INDEX
PAGE
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at March 31, 1997 and
December 31,1996 3
Consolidated Statement of Operations for the three months
ended March 31, 1997 and 1996 4
Consolidated Statement of Cash Flows for the three months
ended March 31, 1997 and 1996 5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures S-1
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,156 $ 2,634
Restricted cash 2,975 3,559
Accounts receivable, net of allowance for
doubtful accounts of $279 and $276,
respectively 1,728 1,031
Prepaid expenses and other current assets 657 573
------------ ------------
Total current assets 7,516 7,797
------------ ------------
Property and equipment, net 25,958 26,140
------------ ------------
$ 33,474 $ 33,937
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable $ 1,571 $ 1,545
Property taxes payable 330 1,194
Other liabilities 1,195 1,363
Amounts due to horsemen 2,476 2,273
Current portion of notes payable 64 81
------------ ------------
Total current liabilities 5,636 6,456
------------ ------------
Long term liabilities:
Notes payable 28,557 27,162
Deferred management fees 1,191 978
------------ ------------
Total liabilities 35,384 34,596
------------ ------------
Commitments and contingencies (Notes 1 and 6)
Partners' deficit (1,910) (659)
------------ ------------
$ 33,474 $ 33,937
============ ============
<FN>
The accompanying condensed notes are an integral part of these financial
statements.
/TABLE
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Pari-mutuel commissions, net $ 4,274 $ 2,975
Food and beverage sales 891 636
Admissions, parking and other 820 987
------------ ------------
5,985 4,598
------------ ------------
Costs and expenses:
Cost of pari-mutuel operations 484 365
Cost of food and beverage operations 365 286
Other operating 645 582
Salaries and wages 2,228 1,939
Management and other professional fees 618 533
Marketing and advertising 439 536
Utilities 291 324
Property taxes 334 317
Depreciation and amortization 227 214
General and administrative 201 235
------------ ------------
5,832 5,331
------------ ------------
Income (loss) before reorganization items and
other income (expense) 153 (733)
Reorganization items:
Reorganization expenses - (29)
------------ ------------
Income (loss) from operations 153 (762)
Other income (expense):
Interest income 30 51
Interest expense (1,434) (1,154)
------------ ------------
(1,404) (1,103)
------------ ------------
Net loss $ (1,251) $ (1,865)
============ ============
<FN>
The accompanying condensed notes are an integral part of these financial
statements.
/TABLE
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,251) $ (1,865)
Adjustments to reconcile net loss to net
cash used for operating activities:
Depreciation and amortization 227 214
Amortization of discounts on long-term 246 99
debt
Decrease in restricted cash 584 335
Increase in accounts receivable (697) (334)
Increase in prepaid expenses and other (84) (343)
Increase in accounts payable 26 186
Increase in deferred management fees 213 176
Increase in accrued interest 1,154 1,041
Increase in amounts due to horsemen 203 44
Decrease in other liabilities (1,032) (46)
Reorganization items:
Decrease in accrued - (497)
reorganization costs ------------ ------------
Net cash used for operating (411) (990)
activities ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to buildings and equipment (45) (144)
------------ ------------
Net cash used for investing (45) (144)
activities ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable, net (22) (19)
------------ ------------
Net cash used for financing (22) (19)
activities ------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (478) (1,153)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,634 4,434
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,156 $ 3,281
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Reorganization items paid:
Professional fees $ - $ 526
<FN>
The accompanying condensed notes are an integral part of these financial
statements.
/TABLE
<PAGE>
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
1. BASIS OF PRESENTATION AND FUTURE CASH REQUIREMENTS
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of Sam Houston Race Park, Ltd. (the "Partnership"), a Texas
limited partnership, and its wholly owned subsidiary, New SHRP Capital
Corp. ("New Capital"). The Partnership operates a pari-mutuel horse racing
facility (the "Race Park"). The managing general partner of the
Partnership is SHRP General Partner, Inc. (the "Managing General Partner"),
a wholly owned subsidiary of MAXXAM Inc. ("MAXXAM"). The Partnership is
also comprised of an additional general partner, SHRP Equity, Inc. (the
"Additional General Partner") and limited partner interests. As of March
31, 1997, wholly owned subsidiaries of MAXXAM held, directly or indirectly,
a 23.7% general partner interest (including a 22.7% interest by virtue of
its ownership of 68.2% of the common stock of the Additional General
Partner) and a 64.8% limited partner interest in the Partnership.
The information contained herein is condensed from that which
would appear in the annual financial statements; accordingly, the
consolidated financial statements included herein should be reviewed in
conjunction with the consolidated financial statements and related notes
thereto contained in the Annual Report on Form 10-K filed by the
Partnership with the Securities and Exchange Commission for the fiscal year
ended December 31, 1996 (the "Form 10-K"). Any capitalized terms used but
not defined herein have the same meaning given to them in the Form 10-K.
Accounting measurements at interim dates inherently involve greater
reliance on estimates than at year end. The results of operations for the
interim periods presented are not necessarily indicative of the results
which can be expected for the entire year. All significant intercompany
transactions have been eliminated in consolidation. The accompanying
financial information is unaudited; however, the information includes all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to present fairly the consolidated financial position
of the Partnership at March 31, 1997, the consolidated results of its
operations for the three months ended March 31, 1997 and 1996, and its
consolidated cash flows for the three months ended March 31, 1997 and 1996.
FUTURE CASH REQUIREMENTS
Although the Partnership has sustained substantial operating
losses since it began operations in April 1994, the reorganization of the
Partnership's principal indebtedness resulting in the issuance of the 11%
Senior Secured Extendible Notes (the "Extendible Notes") in exchange for
the 11-3/4% Senior Secured Notes (the "Original Notes") significantly
improved the Partnership's liquidity by providing for the deferral of cash
interest payments until certain conditions are met. Additionally, the
payment of management fees is deferred until two consecutive interest
payments on the Extendible Notes have been paid in cash. The Partnership
continues to project a loss from operations for the foreseeable future. At
March 31, 1997, the Partnership had cash and cash equivalents of $2,156 and
a $1,700 line of credit which management believes will be adequate to fund
the operating activities of the Partnership for at least the next year.
Management is continuing to undertake marketing efforts to
increase attendance and pari-mutuel handle at the Race Park in order to
generate additional income. Also, in accordance with the strategy
established during the reorganization of the Partnership, management has
undertaken certain legislative efforts attempting to legalize additional
forms of gaming at the Race Park in order to increase revenues. Management
believes that it is unlikely additional forms of gaming will be legalized
prior to the 1999 legislative session. To the extent the remaining cash
and line of credit are not sufficient to support the cash flow requirements
of the Partnership, alternative sources of funding will be necessary.
Although 68.2% of the Extendible Notes are owned by MAXXAM, the Partnership
is still required to retire the Extendible Notes and related accrued
interest on September 1, 2001, unless the applicable extension provisions
apply. To the extent the Partnership is unable to generate sufficient cash
flows from operations to meet these additional obligations or the
Partnership is unable to refinance the Extendible Notes, alternative
sources of funding will be necessary. There can be no assurance that the
Partnership will be able to refinance the Extendible Notes or that
alternative sources of funding will be available to the Partnership, if
needed.
2. RESTRICTED CASH
The Partnership's restricted cash, as shown on the accompanying
consolidated balance sheet at March 31, 1997 and December 31, 1996,
includes deposits held for the benefit of horsemen for purses, stakes and
awards and amounts reserved for the payment of property taxes.
3. PARI-MUTUEL OPERATIONS
The Race Park offers pari-mutuel wagering on live thoroughbred or
quarter horse racing during meets and simulcast racing throughout the year.
The Race Park earns revenues on live racing and on simulcasting racing as
both a guest and host track. Under the Racing Act, the Partnership's net
commission revenue on live racing is a designated portion of the pari-
mutuel handle. The Race Park receives broadcasts of live racing from other
racetracks under various guest simulcasting agreements and provides
broadcasts of live racing conducted at the Race Park to other wagering
outlets under various host simulcasting agreements. Under these
agreements, the Partnership receives pari-mutuel commissions of varying
percentages of simulcast pari-mutuel handle.<PAGE>
A summary of the pari-mutuel operations for the three months
ended March 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
Number of live race days 61 26
Live handle $ 7,789 $ 5,359
Guest simulcasting handle 21,747 21,602
Host simulcasting handle 69,075 21,147
------------ ------------
$ 98,611 $ 48,108
============ ============
Net commissions from live racing $ 926 $ 636
Net commissions from guest simulcasting 1,933 2,009
Net commissions from host simulcasting 1,415 330
------------ ------------
$ 4,274 $ 2,975
============ ============
</TABLE>
4. NOTES PAYABLE
Notes payable consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
11% Senior Secured Extendible Notes due
September 1, 2001 (net of unamortized
discount of $16,057 in 1997 and $16,302
in 1996) $ 26,016 $ 25,770
Accrued interest to be paid in-kind 2,314 1,157
------------ ------------
28,330 26,927
Unsecured promissory notes 232 240
Equipment leases 36 53
Payable to Limited Partners 23 23
------------ ------------
Total 28,621 27,243
Less current portion (64) (81)
------------ ------------
$ 28,557 $ 27,162
============ ============
/TABLE
<PAGE>
The Partnership is amortizing the difference between the
aggregate principal amount of the Extendible Notes and their estimated fair
value as of the implementation of the reorganization of the Partnership as
additional interest expense using the effective interest method.
The Extendible Notes are non-recourse to the partners; however,
they are secured by virtually all of the Partnership's property, including
rents, revenues, profits and income from the operation of the Race Park.
In addition, the Class 1 racing license for the Race Park is subject to a
negative pledge in favor of the trustee for the Extendible Notes.
5. RELATED PARTY TRANSACTIONS
Management and other professional fees for the three months ended
March 31, 1997 and 1996 include $188 in management fees due to the
Managing General Partner. Payment of management fees is deferred until two
consecutive interest payments on the Extendible Notes have been paid in
cash; accordingly, these fees have been shown on the accompanying
consolidated balance sheet as deferred management fees under long-term
liabilities.
The Partnership incurred service fees and related costs of $131
and $178 for the three months ended March 31, 1997 and 1996,
respectively, related to the costs incurred for services provided by MAXXAM
and certain of its subsidiaries. The Partnership also incurred fees of $83
and $38 during the three months ended March 31, 1997 and 1996,
respectively, for legal and other consulting services performed by other
affiliates in the normal course of business.
6. CONTINGENCIES
The Partnership is involved in claims and litigation arising in
the ordinary course of business. While there are uncertainties inherent in
the ultimate outcome of such matters and it is impossible to presently
determine the ultimate costs that may be incurred, management believes that
the outcome of such matters should not have a material adverse effect upon
the Partnership's consolidated financial position, results of operations or
liquidity.
Also, see Note 1 for a discussion of the future cash requirements
of the Partnership.
7. SUBSEQUENT EVENTS
Certain legislation is pending in the 1997 session of the Texas
State Legislature that could have a significant impact on the Partnership.
The House of Representatives has passed a tax reform bill that, among other
things, authorizes an increase in the state pari-mutuel wagering tax on
simulcasting conducted at horse tracks in Texas to 2.2% from the 1%
currently being levied. The version of the tax reform bill passed by the
Senate does not include the increase in pari-mutuel taxes. However, there
can be no assurance that an increase in the pari-mutuel wagering tax will
not be included in the final version of any bill agreed to by a conference
committee.
As discussed in the Partnership's Form 10-K (see Item 1.
"Business - Racing Regulations"), a bill amending the Texas Racing Act to,
among other things, permit "cross-species" simulcasting at Texas pari-
mutuel facilities is also pending. This bill has now been passed by the
House of Representatives. Currently, a similar bill is being discussed in
a Senate committee. The Senate bill includes language that would raise
taxes and fees paid by race tracks. While the impact of the bill cannot be
determined with certainty, the Partnership believes this bill, if enacted
in its present form, would have a negative overall impact on the
Partnership's share of pari-mutuel wagering and commissions.
The Partnership is actively opposing both bills; however, it is
impossible to determine whether the measures will become law and if so,
their final content. The 1997 Texas legislative session is scheduled to
end on June 2, 1997. All legislation must be jointly approved by the House
and the Senate and must be signed by the Governor in order to become law.<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND THE RESULTS OF OPERATIONS
The following should be read in conjunction with the unaudited
consolidated financial statements contained elsewhere herein and the Form
10-K. Any capitalized terms used but not defined herein have the same
meaning given to them in the Form 10-K.
RESULTS OF OPERATIONS
Results of operations between periods are generally not comparable due
to the timing, varying lengths and types of racing meets held; accordingly,
results of operations for interim periods are not necessarily indicative of
the results which can be expected for the entire year.
The following table presents selected attendance and wagering
information for the three months ended March 31, 1997 and 1996:
<TABLE>
<CAPTIONS>
Three Months Ended
March 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
Number of live race days 61 26
Number of simulcast only days 29 65
Average daily attendance - live race days 2,372 3,395
Average daily attendance - simulcast days 511 769
Average live and guest per capita gross wager
- - live race days $ 176 $ 153
Average guest per capita gross wager -
simulcast days 272 269
(Amounts in millions)
Live handle $ 7.8 $ 5.4
Guest simulcasting handle 21.7 21.6
Host simulcasting handle 69.1 21.1
Net commissions from live racing $ .9 $ .6
Net commissions from guest simulcasting 1.9 2.0
Net commissions from host simulcasting 1.4 .4
------------ ------------
Total net pari-mutuel commissions $ 4.2 $ 3.0
============ ============
</TABLE>
Revenues. The Partnership's principal source of revenue is from
pari-mutuel commissions generated on live races and simulcast races as both
a guest and host track. Net pari-mutuel commissions from live racing
increased during the three months ended March 31, 1997 compared to the
three months ended March 31, 1996 due to the increase in live race days.
This increase of 35 live race days and a 15% increase in the average live
and guest per capita wager on live days combined to increase commissions
from live racing by 50% for the three months ended March 31, 1997 compared
to the three months ended March 31, 1996. Net pari-mutuel commissions from
host simulcasting increased by 250% for the three months ended March 31,
1997 compared to the three months ended March 31, 1996. This increase is
due to an increase in the number of race tracks and off-track wagering
facilities receiving the Partnership's simulcast signal, in addition to the
new host fee arrangement which became effective January 1, 1997 under the
contract between the Partnership and the Texas Horsemen's Partnership,
L.L.P. Overall, net pari-mutuel commissions for the three months ended
increased by 40%, reflecting the increase in live race days along with the
continued growth of host simulcasting handle.
Food and beverage revenues for the three months ended March 31,
1997 were ahead of those of the comparable period of 1996 due to the
increase in the number of live race days. Other revenues for the three
months ended March 31, 1997 were below those of the comparable period of
1996 primarily due to a decrease in revenues from the sales of luxury
suites and sponsorships during the current period.
Income (Loss) from Operations. The income from operations for the
three months ended March 31, 1997 of $153 versus a loss from operations for
the three months ended March 31, 1996 of $733 is primarily due to the
increase in revenues described above. This increase in revenues was
partially offset by an increase in operating expenses due to the increase
in the number of live race days.
Net loss. Net loss reflects the loss from operations as
described above, interest income and interest expense, including
amortization of the discount on the Extendible Notes.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Partnership had cash and cash equivalents
of $2.2 million compared to $2.6 million at December 31, 1996. The decline
in cash and cash equivalents is primarily attributable to a timing
difference related to settlement of simulcasting activity. At March 31,
1997, the Partnership also had restricted cash of $3.0 million compared to
$3.6 million at December 31, 1996. The decline in restricted cash is due
to the annual payment of property taxes partially offset by an increase in
amounts due to horsemen for purses, stakes and awards.
See Note 1 to the Consolidated Financial Statements for a
discussion of the future cash requirements of the Partnership.
PENDING LEGISLATION
Certain legislation is pending in the 1997 session of the Texas
State Legislature that could have a significant impact on the Partnership.
The House of Representatives has passed a tax reform bill that, among other
things, authorizes an increase in the state pari-mutuel wagering tax on
simulcasting conducted at horse tracks in Texas to 2.2% from the 1%
currently being levied. The version of the tax reform bill passed by the
Senate does not include the increase in pari-mutuel taxes. However, there
can be no assurance that an increase in the pari-mutuel wagering tax will
not be included in the final version of any bill agreed to by a conference
committee.
As discussed in the Partnership's Form 10-K (see Item 1.
"Business - Racing Regulations"), a bill amending the Texas Racing Act to,
among other things, permit "cross-species" simulcasting at Texas pari-
mutuel facilities is also pending. This bill has now been passed by the
House of Representatives. Currently, a similar bill is being discussed in
a Senate committee. The Senate bill includes language that would raise
taxes and fees paid by race tracks. While the impact of the bill cannot be
determined with certainty, the Partnership believes this bill, if enacted
in its present form, would have a negative overall impact on the
Partnership's share of pari-mutuel wagering and commissions.
The Partnership is actively opposing both bills; however, it is
impossible to determine whether the measures will become law and if so,
their final content. The 1997 Texas legislative session is scheduled to
end on June 2, 1997. All legislation must be jointly approved by the House
and the Senate and must be signed by the Governor in order to become law.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership is involved in various claims, lawsuits and other
proceedings. While uncertainties are inherent in the final outcome of such
matters and it is presently impossible to determine the actual costs that
ultimately may be incurred, management believes that the resolution of such
uncertainties and the incurrence of such costs should not have a material
adverse effect on the Partnership's consolidated financial position,
results of operations or liquidity.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
None.
B. REPORTS ON FORM 8-K:
None.<PAGE>
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,
who has signed this report on behalf of the Registrant and as the principal
financial and accounting officer of the Registrant.
SAM HOUSTON RACE PARK, LTD.
Date: May 15, 1997 By: /S/ MICHAEL J. VITEK
----------------------------------
Michael J. Vitek
Vice President of Accounting<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated balance sheet and consolidated statement of operations
and is qualified in its entirety by reference to such consolidated financial
statements together with the related footnotes thereto.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 2156
<SECURITIES> 0
<RECEIVABLES> 2007
<ALLOWANCES> 279
<INVENTORY> 0
<CURRENT-ASSETS> 7516
<PP&E> 25958
<DEPRECIATION> 0
<TOTAL-ASSETS> 33474
<CURRENT-LIABILITIES> 5636
<BONDS> 28557
0
0
<COMMON> 0
<OTHER-SE> (1910)
<TOTAL-LIABILITY-AND-EQUITY> 33474
<SALES> 0
<TOTAL-REVENUES> 5985
<CGS> 0
<TOTAL-COSTS> 5832
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1434
<INCOME-PRETAX> (1251)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1251)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1251)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
