(PAGE)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________TO___________
Commission file number 000-25306
EQUUS GAMING COMPANY L.P.
_______________________________________________________
(Exact name of registrant as specified in its charter)
Virginia 52-1846102
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 Munoz Rivera Avenue
Doral Building, 7th Floor
Hato Rey, PR 00918
_____________________________________________________
(Address of Principal Executive Offices and Zip Code)
(787) 753-0676
____________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_______________________________________________________
(Former name, former address and former fiscal year, if
changed since last report)
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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 6,333,617 Class
A Units
(PAGE)
EQUUS GAMING COMPANY L.P.
FORM 10 Q
INDEX
Page
PART I - FINANCIAL INFORMATION Number
Item 1 - Consolidated Financial Statements
Consolidated Statements of Income (Loss) for the three
Months Ended March 31, 1998 and 1997 (Unaudited) 1
Consolidated Balance Sheets at March 31, 1998
(Unaudited) and December 31, 1997 (Audited) 2
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1998 and 1998 (Unaudited) 4
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Liquidity and Capital Resources 16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 16
Item 2 - Material Modifications of Rights of Registrant's
Securities 16
Item 3 - Default upon Senior Securities 16
Item 4 - Submission of Matters to a Vote of Security Holders 16
Item 5 - Other Information 16
Item 6 - Exhibits and Reports on Form 8-K 16
Signatures 17
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1998 1997
----------- -----------
REVENUES:
Rental income from El Comandante Race Track $ - $3,489,927
Commissions on wagering 16,376,767 1,213,299
Net revenues from lottery services 228,567 -
Other revenues 831,567 437,587
Gain from sale of Television Stations - 4,615,000
----------- -----------
17,436,901 9,755,813
----------- -----------
EXPENSES:
Payments to horse owners 7,978,153 606,650
Salaries, wages and employee benefits 2,776,441 293,324
Operating expenses 2,204,585 588,724
General and administrative 566,015 317,100
Marketing and satellite transmission costs 941,472 146,283
Financial expenses 2,204,981 2,162,857
Depreciation and amortization 915,417 582,573
----------- ----------
17,587,064 4,697,511
----------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST (150,163) 5,058,302
PROVISION FOR INCOME TAXES 99,500 648,114
----------- ----------
INCOME (LOSS) BEFORE MINORITY INTEREST (249,663) 4,410,188
MINORITY INTEREST IN INCOME (LOSS) 203 853,701
----------- ----------
$ (249,866) $3,556,487
NET INCOME (LOSS) =========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partners $ (2,499) $ 35,565
Limited Partners (247,367) 3,520,922
----------- ----------
$ (249,866) $3,556,487
=========== ==========
BASIC AND DILUTED NET INCOME (LOSS) PER UNIT $ (0.04) $ 0.56
=========== ==========
WEIGHTED AVERAGE UNITS OUTSTANDING 6,333,617 6,333,617
=========== ==========
The accompanying notes are an integral part
of these consolidated statements.
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1998 1997
----------- -----------
(Unaudited) (Audited)
ASSETS:
CURRENT ASSETS:
Cash, including restricted cash of
$527,890 in 1998 $ 3,009,391 $ 507,656
Accounts receivable, net 1,266,092 480,483
Receivable from El Comandante Operating
Company, Inc. - 3,106,497
Prepayments and supplies inventory 755,537 128,833
Notes receivable 416,242 -
----------- -----------
5,447,262 4,223,469
----------- -----------
DEFERRED COSTS, net:
Financing 3,232,510 3,565,586
Panama contract 2,170,007 2,356,292
Organizational and other costs 1,116,947 986,227
----------- -----------
6,519,464 6,908,105
----------- -----------
PROPERTY AND EQUIPMENT:
Land 7,128,858 7,128,858
Buildings and improvements 51,055,511 48,855,905
Equipment and furniture 11,011,548 3,346,834
----------- -----------
69,195,917 59,331,597
Less- accumulated depreciation (17,971,672) (14,275,812)
----------- -----------
51,224,245 45,055,785
----------- -----------
$63,190,971 $56,187,359
=========== ===========
continues
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED BALANCE SHEETS
continued
March 31, December 31,
1998 1997
----------- -----------
(Unaudited) (Audited)
LIABILITIES:
CURRENT LIABILITIES:
Notes payable $ 2,725,000 $ 1,010,000
Current portion of capital lease
obligations 731,286 260,706
Accrued interest 6,186,728 1,484,973
Accounts payable and accrued liabilities 2,258,169 335,670
Outstanding winning tickets and refunds 1,233,726 68,857
----------- -----------
79,202,602 3,160,206
CAPITAL LEASE OBLIGATIONS 1,435,460 354,991
NOTES PAYABLE - 250,000
FIRST MORTGAGE NOTES, net of note discount
of $1,351,436 and $1,398,887, respectively 63,411,564 63,364,113
DEFERRED INCOME TAXES 1,168,094 1,068,594
MINORITY INTEREST 52,655 82,631
----------- -----------
79,202,682 68,280,535
----------- -----------
PARTNERS' DEFICIT:
General Partners (767,829) (728,644)
Limited Partners- 6,383,617 units
authorized; 6,333,617 units issued
and outstanding (15,243,882) (11,364,532)
----------- -----------
(16,011,711) (12,093,176)
----------- -----------
$63,190,971 $56,187,359
=========== ===========
The accompanying notes are an integral part
of these statements.
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1998 1997
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (249,866) $3,556,487
----------- -----------
Adjustments to reconcile net income
(loss) to net cash
provided by operating activities-
Gain from sale of Television Stations - (4,615,000)
Depreciation 837,879 578,192
Amortization 242,930 125,674
Provision for bad debts - -
Deferred income tax provision 99,500 577,646
Currency translation adjustments (10,335) (4,623)
Minority interest 203 853,701
(Increase) decrease in assets-
Rent receivable from ECOC - (270,927)
Accounts receivable (269,448) -
Prepayments and supplies inventory (349,046) -
Deferred costs 311,886 295,820
Increase (decrease) in liabilities-
Accrued interest 1,922,499 1,971,773
Accounts payable and accrued liabilities 414,887 (12,550)
Outstanding winning tickets and refunds 168,113 -
Accrued income taxes - 65,268
----------- -----------
Total adjustments 3,369,068 (435,026)
----------- -----------
Net cash provided by operating activities 3,119,202 3,121,461
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,233,016) (69,817)
Decrease in notes receivable, net 20,003 -
Acquisition of ECOC cash accounts upon
termination of lease agreement 1,061,239 -
Collections of note from ECOC - 79,917
Sales of Television Stations -
Proceeds - 7,000,000
Costs - (559,757)
----------- -----------
Net cash (used in) provided by
investing activities (2,151,774) 6,450,343
----------- -----------
(continues)
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
(continued)
1998 1997
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of First Mortgage Notes - (737,000)
Contributions by minority stockholders 33,410 -
Repayments of loans from general
partner, net - (192,605)
Payments of capital lease obligations (58,103) (62,591)
Loans from financial institutions 1,764,000 -
Payments on notes payable (205,000) (100,000)
Increase in deferred costs - (81,720)
Cash distributions to minority
partners of HDA - (52,560)
---------- -----------
Net cash (used in) provided by
financing activities 1,534,307 (1,226,476)
---------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,501,735 8,345,328
CASH AND CASH EQUIVALENTS, beginning of year 507,656 4,268,029
---------- -----------
CASH AND CASH EQUIVALENTS, end of period $3,009,391 $12,613,357
=========== ===========
SUPPLEMENTAL INFORMATION:
Interest paid $ 151,610 $ 52,990
Income taxes paid 1,240 5,200
NONCASH TRANSACTIONS:
Equipment acquired through capital leases 39,939 -
Acquisition of ECOC's non cash accounts upon
termination of lease agreement (3,658,332) -
Units Appreciation rights 37,682 -
The accompanying notes are an integral part
of these consolidated statements.
(PAGE) EQUUS GAMING COMPANY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:
Equus Gaming Company L.P. (the "Company"), a Virginia limited
partnership, is engaged in thoroughbred racing, wagering and other gaming
businesses through its 99% indirectly owned subsidiary, Housing Development
Associates S.E. ("HDA"). HDA owns El Comandante Race Track ("El
Comandante"), the only licensed thoroughbred racing facility in Puerto
Rico, located in 257 acres of land. El Comandante was leased to El
Comandante Operating Company, Inc., a Puerto Rico non-stock corporation
("ECOC") until December 31, 1997 (see Note 2). HDA also has interests of:
(i) 55% in Galapagos, S.A. ("Galapagos"),a company that operates since
April 1995 the V Centenario Race Track in the Dominican Republic ("V
Centenario"), (ii) 100% in Equus Gaming de Panama, S.A. ("EGP"), a company
that operates since January 1, 1998 the Presidente Remon Race Track in the
Republic of Panama ("Presidente Remon"), and (iii) 100% in El Comandante
Management Company, LLC ("ECMC"), the company that operates El Comandante
since January 1, 1998, following termination by HDA of its lease agreement
with ECOC. HDA was also the owner of S & E Network Inc. ("S&E"), which
owned and operated three UHF television stations in Puerto Rico (the
"Television Stations"), until sold to Paxson Communications of San Juan,
Inc. ("Paxson") in transactions closed in August 1996 (50% interest) and
January 1997 (50% interest). In 1997 the Company formed Equus Entertainment
Corporation ("EEC"), as a wholly-owned Puerto Rico corporate subsidiary,
for the purpose of replacing the Company once certain approvals are
obtained.
Consolidation and Presentation
The consolidated financial statements as of March 31, 1998 and for the
three month periods ended March 31, 1998 and 1997 are unaudited but include
all adjustments (consisting of normal recurring adjustments) which
management considers necessary for a fair presentation of the results of
operations of the interim periods. The operating results for the three
months ended March 31, 1998 are not necessarily indicative of the results
that may be expected for the year. Net income (loss) per Unit is
calculated based on weighted average of Units outstanding. Outstanding
options and warrants to purchase Units do not have a material dilutive
effect on the calculation of earnings per Unit.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities, if any, at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(PAGE)
These unaudited consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
financial statements prepared in accordance with Generally Accepted
Accounting Principles ("GAAP") have been condensed or omitted. While
Management believes that the disclosures presented are adequate to make the
information not misleading, it is suggested that these financial statements
be read in conjunction with the financial statements and the notes of the
Company and ECOC included in the Company's Annual Report filed on Form 10-K
for the year ended December 31, 1997.
The Company consolidates in its financial statements the accounts of
entities in which it has a controlling interest in excess of 50%. The
accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries after eliminating all significant inter-
company transactions. All of the entities included in the consolidated
financial statements are hereinafter referred to collectively, when
practicable, as the "Company".
During the three months ended March 31, 1998 and 1997 the Company
recorded minority interest in the income and (losses) of consolidated
subsidiaries, as follows:
For the Three Months Ended March 31,
----------------------------------
Subsidiary 1998 1997
- ----------------- --------- -----------
HDA $203 $ 909,765
Galapagos - (56,064)
--------- -----------
$203 $ 853,701
========= ===========
Minority interest in HDA represents the minority partners' share in
HDA's net income based on approximately 1% since August 20, 1997, when HDA
redeemed a 17% interest owned by Supra & Company S.E. ("Supra") and 18%
during the three month ended March 31, 1997.
Comprehensive Income
Effective January 1, 1998, the Company adopted the Statement of
Financial Accounting Standards Board No. 130 "Reporting Comprehensive
Income", which establishes standards for reporting comprehensive income and
its components. Comprehensive income (loss) is the sum of net income and
all other nonowner changes in equity. Net losses from changes in exchange
rates due to the translation of assets and liabilities of Galapagos and
from unsettled long term intercompany transactions among Galapagos and the
Company and its subsidiaries are the only components of other comprehensive
income the Company is required to report. Comprehensive loss of the
Company for the three months ended March 31, 1998 is $260,203 .
(PAGE)
Currencies
The Company consolidates its accounts with Galapagos whose functional
currency is the Dominican Republic peso ("RD$"), although United States
dollars ("US$") are also a recording currency. US$ are exchanged into RD$
and vice versa through commercial banks and/or the Central Bank of the
Dominican Republic. Galapagos remeasures its monetary assets and
liabilities recorded in US$ into RD$ using the exchange rate in effect at
the balance sheet date (the "current rate") and all other assets and
liabilities and capital accounts, at the historical rates. Galapagos then
translates its financial statements from RD$ into US$ using the current
rate, for all assets and liabilities, and the average exchange rate
prevailing during the year for the revenues and expenses.
For the three months ended March 31, 1998 and 1997, net exchange gains
and (losses) resulting from remeasurement of accounts, together with gains
and (losses) from foreign currency transactions, amounted to $(17,866) and
$(386) and are included in general and administrative expenses.
Accumulated net losses from changes in exchange rates due to the
translation of assets and liabilities of Galapagos are included in
partners' deficit and at March 31, 1998 and December 31, 1997 amounted,
respectively, to $193,733, including $25,953 from unsettled long-term
intercompany transactions, and to $183,396, including $52,200 from
unsettled long-term intercompany transactions. The exchange rates as of
March 31, 1998 and December 31, 1997 were US$1.00 to RD$14.75 and US$1.00
to RD$14.50, respectively. The average exchange rates prevailing during
the three months ended March 31, 1998 and 1997, were US$1.00 to RD$14.63
and US$1.00 to RD$14.24, respectively.
The Company also consolidates its accounts with EGP whose functional
currencies are the Panama colones and the US$. Because these currencies
are of equivalent value, there is no effect attributed to foreign currency
transactions of EGP.
Reclassifications
Certain amounts presented for 1997 in the accompanying consolidated
financial statements have been reclassified to conform with the 1998
presentation.
2. EL COMANDANTE LEASE AND PUERTO RICO RACING OPERATIONS:
On January 1, 1998 at HDA's direction, ECOC transferred to ECMC, at
book value, all assets employed in the racing business, ECMC assumed all
agreements of ECOC and its liabilities and ECMC commenced operating El
Comandante pursuant to the Operating License. Net liabilities assumed by
ECMC amounted to $3,658,332, including the $3.1 million due to HDA, which
has been eliminated in the accompanying consolidated financial statements,
and $550,000 in commitments made by ECOC's Board of Directors to make
contributions to several charitable and educational institutions during a
four year period ending in 2001.
(PAGE)
On May 5, 1998 the Puerto Rico Racing Board approved the termination
of the El Comandante Lease and the assignment of the Operating License to
ECMC, effective January 1, 1998, subject to making the Company and HDA
primarily responsible to ensure that ECMC complies with all terms and
provisions of the Operating License and applicable regulations and orders
of the PR Racing Board, and certain other conditions which the Company does
not consider will have a material impact in its financial position.
Management continues in the process of renegotiating the agreement
with the Confederacion Hipica de Puerto Rico and does not expect any
significant changes in the economic terms of the contract that might
materially affect the financial position of ECMC or the Company.
3. DOMINICAN REPUBLIC OPERATIONS:
V Centenario Lease
The Dominican Republic Government agreed to invest tax receipts on
simulcasted races from July 1997 through January 1998 to improve horse
racing. Galapagos was entitled to 75% of the tax receipts, as
reimbursement for repairs and maintenance at V Centenario, marketing and
television costs and certain other items. Horseowners were entitled to the
balance of the tax receipts as additional purses. On May 15, 1998, the
Government approved a two year extension of this agreement until January
31, 2000. Pursuant to an agreement with horse owners, Galapagos's share
in these tax receipts will be reduced to 65% in July 1998 and to 50% in
July 1999 and years thereafter. The assistance provided by the Government
is included in other revenues and for the three months ended March 31, 1998
amounted to $65,857, excluding amounts paid to horseowners as additional
purses.
4. REPUBLIC OF PANAMA OPERATIONS:
Management expects that 49% of the capital stock of EGP will be sold
to Panamanian investors for approximately $2 million and that EGP will
raise an additional $3.5 million in unsecured debt by August 30, 1998,
which differs from its original deadline. The Company has received a
revised underwriting proposal from an investment banker in Panama with the
following terms: (i) 11% interest rate, (ii) maturity in six years, (iii)
no principal amortization during first two years, graduated payments until
maturity and (iv) requirement for HDA and/or the Company to maintain an
investment in the capital of EGP of $2 million. In connection with this
proposal, in January 1998 EGP received a $1.5 million bridge loan, which
will be repaid together with accrued interest at 11%, from proceeds of the
issuance of debt securities described above. EGP is also expected to
finance the acquisition of equipment from operating capital leases of
approximately $700,000.
(PAGE)
5. FIRST MORTGAGE NOTES:
Pursuant to a private offering, El Comandante Capital Corp. ("ECCC"),
a single-purpose wholly owned subsidiary of HDA, issued first mortgage
notes in the aggregate principal amount of $68 million (the "First Mortgage
Notes") under an indenture dated December 15, 1993 (the "Indenture").
HDA has to make an offer not later than December 1, 1998 to redeem
First Mortgage Notes in the principal amount of $3 million at 110% of par
or it will have to pay a penalty equal to 1.5% of the principal amount of
outstanding First Mortgage Notes.
ECCC is required to redeem First Mortgage Notes in the principal
amount of $6,800,000 on December 15, 2000, $10,200,000 on December 15, 2001
and 2002, and the balance at maturity. However, certain redemptions made
in 1997 reduced the amount due on December 15, 2000. The stated maturities
of the First Mortgage Notes at March 31, 1998, reduced by early redemptions
are as follows (in thousands):
Year ended
March 31, Amount
---- -------
1999 $ -
2000 -
2001 3,563
2002 10,200
2003 10,200
2004 40,800
-------
64,763
Less note discount (1,352)
-------
$63,411
=======
The amount due in the year ended March 31, 2001 will be reduced by any
redemptions of First Mortgage Notes in 1998 pursuant to the $3 million
offer.
As discussed in Note 4, Management expects the EGP underwriting to
close by August 30, 1998. Because the offering will not close before June
15, 1998 and, as a consequence, HDA will not recover from EGP $1,375,000 of
its investment at December 31, 1997 and additional funds invested in 1998
by that date, HDA will temporarily need another source of funds to make
the $3.8 million interest payment on its First Mortgage Notes due on June
15, 1998. The Company is in conversations with various financial
institutions to obtain temporary financing for this interest payment and is
also negotiating with the investment banker in Panama to receive funds from
the EGP offering in advance due to their commitment to subscribe the entire
offering. Management expects to be able to make the interest payment by
its deadline on June 15, 1998.
(PAGE)
6. NOTES PAYABLE:
In addition to the financial arrangements described in the Company's
consolidated financial statements for the year ended December 31, 1997 and
the $1.5 million bridge loan obtained for the Panama operation (See Note
4), the Company has entered into the following agreements: (i) ECMC
obtained in March 1998 a $750,000 line of credit for a term of one year for
the purpose of financing loans to horseowners. At March 31, 1998, ECMC has
drawn $170,000 under the line of credit. The line of credit requires
monthly interest payments, at a rate equal to 1% over prime and (ii)
Galapagos obtained in May, 1998 a $200,000 loan in capital leases payable
in monthly installments, including interest at 10.75%, through June 2002.
7. INCOME TAXES:
The Company is subject to Puerto Rico income taxes on its Puerto Rico
source income, attributed to its interest in El Comandante. The provision
for income taxes included in the accompanying consolidated financial
statements represents deferred income taxes related to the difference
between the Puerto Rico tax basis of the Company's investment in HDA and
the amount reported in the financial statements.
Galapagos and EGP have deferred income tax benefits for losses
carryforwards, which have been fully reserved by a valuation allowance.
8. RELATED PARTY TRANSACTIONS:
The following represents a summary of amounts accrued with respect to
services rendered by certain related parties during the three months ended
March 31, 1998 and 1997:
For the three months
Services Rendered ended March 31,
- ----------------------- ---------------------
To By Concept 1998 1997
- ----------- -------- --------------------- --------- ---------
HDA EMC Management agreement $ - $69,860
The Company IBC Accounting services 3,000 3,000
The Company IGC/IGP Support agreement 3,500 4,920
The Company EMC Expenses in excess of
receipts - 42,030
The Company EMC Directors fees and
expenses 22,750 21,470
9. LEGAL PROCEEDINGS:
Certain of the Company's subsidiaries are presently named as defendants
in various lawsuits and might be subject to certain other claims arising out
of its normal business operations. Management, based in part upon advice
from legal counsel, believes that the results of such actions will not have
(PAGE)
an adverse impact on the Company's financial position or results of
operations.
10. UNAUDITED PROFORMA FINANCIAL STATEMENT:
Effective January 1, 1998, HDA terminated the El Comandante Lease and
commenced operating El Comandante through its wholly owned subsidiary, ECMC
(the "Proforma Transactions"). The following unaudited proforma consolidated
statement of income for the three months ended March 31, 1997 is based upon
the historical consolidated statement of the Company and its subsidiaries,
and was prepared as if the Proforma Transactions had occurred on January 1,
1997, excluding all intercompany transactions. Proforma adjustments include
all the accounts of ECOC for the three months ended March 31, 1997. The
unaudited proforma consolidated statement is not necessarily indicative of
what the actual results of operations of the Company would have been assuming
such transactions had been completed as of January 1, 1997, and does not
purport to represent the results of operations for future periods. In
Management's opinion, all adjustments necessary to reflect the effects of
these transactions have been made.
(PAGE) PROFORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31,
(In thousands except per unit amounts)
(Unaudited)
1998 1997
----------- -----------
(Historical) (Proforma)
REVENUES:
Commissions on wagering $16,377 $15,173
Net revenues from lottery services 229 -
Other revenues 831 5,724
-------- --------
17,437 20,897
-------- --------
EXPENSES:
Payments to horse owners 7,978 7,564
Salaries, wages and employee benefits 2,776 2,069
Operating expenses 2,204 1,739
General and administrative 567 919
Marketing and satellite transmission costs 942 692
Financial expenses 2,205 2,234
Depreciation and amortization 915 766
-------- -------
17,587 15,903
-------- -------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST (150) 4,914
PROVISION FOR INCOME TAXES 100 675
-------- -------
INCOME (LOSS) BEFORE MINORITY INTEREST (250) 4,239
MINORITY INTEREST IN INCOME (LOSS) - 854
-------- -------
$ (250) $ 3,385
NET INCOME (LOSS) ======== =======
ALLOCATION OF NET INCOME (LOSS):
General Partners $ (2) $ 34
Limited Partners (248) 3,351
-------- -------
$ (250) $ 3,385
======== =======
BASIC AND DILUTED NET INCOME (LOSS) PER UNIT $ (0.04) $ 0 .53
======== =======
WEIGHTED AVERAGE UNITS OUTSTANDING 6,333,617 6,333,617
========= =========
(PAGE)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company's results of operations are principally attributed to its
indirect interests in three horse race tracks: El Comandante in Puerto Rico,
V Centenario in Dominican Republic and, effective January 1, 1998, Presidente
Remon in Panama. The Company also had an interest in certain Television
Stations in Puerto Rico which were sold in transactions closed in August 1996
and January 1997.
The table below summarizes the results of operations of the Company and
its consolidated subsidiaries for the three months period ended March 31,
1998 as compared to the results for the three months period ended March 31,
1997. Effective January 1, 1998 HDA terminated the lease agreement with El
Comandante Operating Company, Inc. ("ECOC") and commenced operating El
Comandante through its wholly owned subsidiary (the "Proforma Transaction").
As a result, the Company's historical results of operations for 1997 are not
readily comparable with results of operations for 1998. Accordingly, the
unaudited proforma results for 1997 have been also presented as if the
Proforma Transaction had occurred on January 1, 1997 and the accounts of ECOC
had been included in the Company's consolidated financial statements, after
eliminating all intercompany transactions (see Note 10 to the Company's
consolidated financial statements).
Three months ended March 31,
1998 1997 1997
Proforma
(in thousands)
Revenues:
Puerto Rico $13,960 $3,623 $14,764
Dominican Republic 1,651 1,518 1,518
Panama 1,801 - -
Other 25 4,615 4,615
-------- -------- --------
17,437 9,756 20,897
Expenses:
Financial 2,205 2,163 2,234
Depreciation 915 583 766
Operations
Puerto Rico 10,916 319 11,350
Dominican Republic 1,672 1,500 1,500
Panama 1,738 - -
Other 141 133 133
-------- -------- --------
(150) 5,058 4,914
Provision for income taxes 100 648 675
Minority interest - 854 854
Extraordinary item - - -
-------- -------- --------
Net income (loss) $ (250) $3,556 $ 3,385
======== ======== ========
(PAGE)
THE COMPANY'S RESULTS OF OPERATIONS
Puerto Rico Operations
Revenues. Increased in the first quarter of 1998 by $10,337,000 from
the comparative quarter of 1997. On a proforma basis, there was a decrease
of $804,000. Proforma revenues from the Puerto Rico operations include
commissions on wagering on El Comandante races of $13,400,000 (20.8% average
take) in the first quarter of 1998 on 64 race days, compared to the first
quarter of 1997, when there was commissions on wagering of $13,960,000 (21%
average take) on 62 race days. The $560,000 (4%) decrease in commissions on
wagering is attributable, at least in part, to additional gaming
opportunities that are available to the public, particularly slot machines in
new casino hotels and up-graded slot machines in existing casino hotels.
Other proforma revenues decreased by $244,000 primarily due to the loss of
advertising income on El Comandante TV program and more interest income in
1997 earned on short term investments of funds obtained from the Paxson
sales.
Expenses. Increased in the first quarter of 1998 by $10,597,000 from
the comparative quarter of 1997. On a proforma basis, there was a decrease
of $434,000, of which $266,000 relates to payments made to horseowners, based
on the amount of commissions on El Comandante wagering. The balance of
decrease was attributed primarily by a decrease in operating costs associated
to the restaurant at the race track due to a new agreement that no longer
requires subsidy from El Comandante, and a reduction in costs of telephone
lines as a result of a new contract effective early 1998 and an increase in
the contribution received from OTB agents to cover communication costs, which
is included in the financial statements as a reduction of costs.
Dominican Republic Operations
The accounting records of Galapagos are maintained in Dominican Republic
pesos and converted to U.S. dollars based on the average exchange rate during
the reporting period. Consequently, fluctuations in exchange rates have an
effect in the results of operations of Galapagos, when reported in U.S.
dollars. The average exchange rate for the three months ended March 31, 1998
was 14.63 pesos to one U.S. dollar, compared to 14.24 pesos to one U.S.
dollar in the comparative period in 1997.
Revenues. Increased in the first quarter of 1998 by $133,000 from the
comparative quarter of 1997. Revenues from the Dominican Republic operations
include commissions on wagering of Galapagos of $1,227,000 in 1997, when
there were 63 race days, and $1,213,000 in the comparative periods of 1997,
when there were 61 race days. The increase in revenues from other sources
was attributed to $229,000 in net fees earned under a contract for providing
the distribution system of an electronic lottery that commenced in November
1997, and $66,000 of economic assistance in the first quarter of 1998
received from the Dominican Republic Government to improve racing from taxes
it received on wagering on simulcasted races from El Comandante, offset in
part by a reduction in income from the restaurant operations, which were
(PAGE)
eliminated by Galapagos in late 1997 as it generated net losses. The
economic assistance was effective from July 1997 thru January 1998. An
extension was recently granted by the Government for an additional two year
period until January 31, 2000.
Expenses. Increased in the first quarter of 1998 by $172,000 from the
comparative quarter of 1997. The increase was principally due to increased
expenditures for advertising and television, primarily related to the
expansion of OTB agencies outside the Santo Domingo metropolitan area where
television coverage of the races commenced during mid-1997 and increase in
communication costs for the OTB agencies as a result of its expansion.
Other Revenues
Dereased by $4,590,000 in the first quarter of 1998 from the comparative
quarter of 1997. The decrease was attributed to a non recurring gain that
occurred in January 1997 as a result of the sale by HDA of its remaining 50%
interest in the Television Stations.
Provision for Income Taxes
The provision for income tax is primarily related to Puerto Rico income
taxes on the Company's income from Puerto Rico sources related to its
interest in El Comandante, without taking into account losses of Galapagos
and EGP or expenses of the Company. The deferred income taxes are related to
the difference between the tax basis of the Company's investment in HDA and
the amount reported in the financial statements. In the first quarter of
1997, approximately $463,000 of the deferred income tax provision is related
to the reversal of the tax benefit recorded by the Company in prior years for
the accumulated operating losses of the Television Stations, as a result of
the sale of Television Stations in January 1997. See Note 7 to the Company's
consolidated financial statements for composition of the provision for income
taxes.
Minority Interest
The minority interest in 1997 was based on 18% of HDA's net income
reduced by 45% of Galapagos' net losses. For 1998, the bases for
recognition of minority interest changed as follows: (i) during the three
months ended March 31, 1998, following redemption of Supra's 17% interest in
HDA in August 1997, minority interest in HDA was based on 1% of HDA's net
income and (ii) because accumulated losses of Galapagos allocable to minority
stockholders exceeded their investment, minority interest in Galapagos' net
losses was reduced by $91,530. If and while Galapagos continues generating
losses, no minority interest in Galapagos' net losses will be recognized by
the Company, and if Galapagos generates profits, no minority interest in
Galapagos' net income will be recognized by the Company, up to $400,501.
(PAGE)
LIQUIDITY AND CAPITAL RESOURCES
Pursuant to the Indenture for the issuance of its First Mortgage Notes,
HDA's ability to make distributions to its partners is restricted to
approximately 48% of HDA's consolidated book income. In connection with the
redemption in August 1997 of a 17% interest owned by a minority partner (a
transaction that required the approval of holders of First Mortgage Notes),
HDA agreed to reduce its distributions by 17%. Because cash held by HDA and
its subsidiaries is not readily available to the Company, capital resources
and liquidity of the Company and HDA, including ECMC, are discussed
separately.
Liquidity and Capital Resources of the Company. Cash of the Company at
March 31, 1998 was approximately at the same level as December 31, 1997.
Management estimates 1998 cash requirements in approximately $2.4
million including a $540,000 investment in EGP, and cash receipts of
approximately $2.2 million, from the following sources (arising from
transactions that will be eliminated in the Company's consolidated financial
statements): (i) cash distributions from HDA, estimated at $400,000 (see
"Liquidity and Capital Resources of HDA") (ii) estimated fees of $1.4
million earned by the Company under these management agreements with HDA and
its consolidated subsidiaries and (iii) collection of approximately $400,000
of its receivables from subsidiaries. The Company's liquidity greatly
depends on the ability of its subsidiaries to pay the 1998 fees for services
and their 1997 payables to the Company and HDA's ability to make cash
distributions to the Company. Because Galapagos has generated losses in
prior years and EGP is a start-up operation, there is no assurance that the
entire amount of these fees will be collected.
Liquidity and Capital Resources of HDA. HDA's principal uses of cash
during the first quarter of 1998 for financing and investing activities were
(i) capital improvements to El Comandante of $333,000, (ii) payments of notes
payable to Supra in the pricipal amount of $205,000 (iii) charitable
contributions of $100,000 and (iv) investment in EGP of $810,000. HDA and
ECMC beginning cash balance and cash flows from operations of El Comandante
were sufficient to cover HDA's capital requirements and financial
obligations.
Principal source of revenues of HDA and ECMC are commissions on wagering
on El Comandante's races and on simulcasted races, principally to the
Dominican Republic and Panama. Management has projected commissions on
wagering for 1998 at the same level as in 1997, approximately $55 million.
Capital requirements and financial obligations of HDA in 1998 and
anticipated cash distributions to partners are expected to be covered by cash
flows from operations and net cash flows from its investment in EGP (see
discussion below). HDA has budgeted $1.4 million in capital improvements to
El Comandante. The 1998 financial requirements of HDA and ECMC consist of
(i) principal payments on capital leases, (ii) principal payments on the
December 1997 loan of $1 million discussed above and (iii) $3.3 million for
(PAGE)
redemption of First Mortgage Notes. HDA is required to make an offer not
later than December 1, 1998 to redeem First Mortgage Notes in the principal
amount of $3 million at 110% of par or it will have to pay a penalty of
$971,000, equal to 1.5% of the principal amount of outstanding First Mortgage
Notes. HDA's ability to redeem the $3.3 million of First Mortgage Notes and
make distributions to partners will partly depend on recovering from EGP
$1,375,000 of the funds invested in Panama in 1997 and any additional funds
invested in 1998. The recovery requires the closing of an underwriting of
EGP's equity and debt securities.
In January 1998, EGP received a $1.5 million bridge loan from an
investment banker in Panama and an underwriting proposal to raise, in a
private placement of registered securities, approximately $2 million from the
sale of 49% of EGP's capital stock and $3.5 million of EGP's unsecured debt.
The unsecured debt is proposed to contain the following terms: (i) 11%
interest rate, (ii) interest payments during the first two years, graduated
principal payments until maturity in six years and (iii) requirement for HDA
to maintain a capital investment in EGP of $2 million. Upon closing of the
underwriting, the bridge loan and accrued interest will be repaid, HDA will
recover all funds invested in EGP in excess of the $1.5 million maximum
amount permitted under the Indenture, and the balance of the proceeds after
offering costs will be available for EGP's capital improvements to Presidente
Remon, acquisition of equipment and working capital.
Management expects the EGP underwriting to close by August 30, 1998.
Because the offering will not close before June 15, 1998 and, as a
consequence, HDA will not recover from EGP $1,375,000 of its investment at
December 31, 1997 and additional funds invested in 1998 by that date, HDA
will temporarily need another source of funds to make the $3.8 million
interest payment on its First Mortgage Notes due on June 15, 1998. The
Company is in conversations with various financial institutions to obtain
temporary financing for this interest payment and is also negotiating with
the investment banker in Panama to receive funds from the EGP offering in
advance due to their commitment to subscribe the entire offering.
Management expects to be able to make the interest payment by its deadline on
June 15, 1998.
In addition to capital leases, HDA's long-term cash commitments are
charitable contributions and repayment commencing in 2000 of First Mortgage
Notes.
In connection with the termination of the El Comandante Lease, ECMC
assumed commitments to make contributions to certain charitable and
educational institutions as follows: $100,000 in 1999, $150,000 in 2000 and
$200,000 in 2001. Management expects to satisfy these obligations.
HDA's First Mortgage Notes bear interest at 11.75%, payable semiannually
on June 15 and December 15, and are secured by El Comandante assets. The
First Mortgage Notes are redeemable, at the option of HDA, at redemption
prices decreasing from 104.125% to 101.5% of par, depending upon the
redemption date (see Note 6 to the Company's consolidated financial
(PAGE)
statements). The stated maturity dates are as follows: $3,563,000 in 2000
(decreased by any amount of First Mortgage Notes redeemed in 1998),
$10,200,000 in 2001, $10,200,000 in 2002 and $40,800,000 in 2003 at maturity.
Management expects to refinance this obligation in 2001.
Year 2000 Computer Issue. Many computer systems in use today were
designed and developed using two digits, rather than four, to specify the
year. As a result, such systems will recognize the year 2000 as "00". This
could cause many computer applications to fail completely or to create
erroneous results unless corrective measures are taken. The Company and its
subsidiaries utilize software and related computer technologies essential to
its operations that will be affected by the year 2000 issue. The Company is
studying what actions will be necessary to make its computer systems Year
2000 compliant. The expense associated with these actions cannot presently
be determined, but could be significant.
Item 2 - 5
Not applicable.
Item 6 -- EXHIBITS AND REPORTS ON FORM 8-K
None
(PAGE)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Equus Gaming Company L.P.
-----------------------------------
(Registrant)
By: Equus Management Company
Managing General Partner
By:/s/ Thomas B. Wilson
May 22, 1998
- ----------------- ------------------------------
Date Thomas B. Wilson
President
May 22, 1998 By: /s/ Gretchen Gronau
- ----------------- -----------------------------
Date Gretchen Gronau
Vice President and
Chief Financial Officer
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,009
<SECURITIES> 0
<RECEIVABLES> 1,266
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 69,196
<DEPRECIATION> 17,972
<TOTAL-ASSETS> 63,191
<CURRENT-LIABILITIES> 0
<BONDS> 63,412<F1>
0
0
<COMMON> 0
<OTHER-SE> (16,012)
<TOTAL-LIABILITY-AND-EQUITY> 63,191
<SALES> 0
<TOTAL-REVENUES> 17,437
<CGS> 0
<TOTAL-COSTS> 15,382
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 2,205
<INCOME-PRETAX> (150)
<INCOME-TAX> 100
<INCOME-CONTINUING> (250)
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<FN>
<F1>Net of bond discount of $1.351 million.
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