(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, 1999, 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. 8,394,824 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, 1999 and 1998 (Unaudited) 1
Consolidated Statements of Comprehensive Income
(Loss) for the Three Months Ended March 31, 1999
and 1998 (Unaudited) 2
Consolidated Balance Sheets at March 31, 1999
(Unaudited) and December 31, 1998 (Audited) 3
Consolidated Statement of Changes in Partners' Deficit
for the Three Months Ended March 31, 1999 (unaudited) 5
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1999 and 1998 (Unaudited) 6
Notes to Consolidated Financial Statements 8
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results
of Operations 14
Results of Operations 14
Liquidity and Capital Resources 16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 20
Item 2 - Material Modifications of Rights of
Registrant's Securities 20
Item 3 - Default upon Senior Securities 20
Item 4 - Submission of Matters to a Vote of
Security Holders 20
Item 5 - Other Information 20
Item 6 - Exhibits and Reports on Form 8-K 20
Signatures 21
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1999 1998
----------- -----------
REVENUES:
Commissions on wagering $17,309,401 $16,376,767
Net revenues from lottery services 142,493 228,567
Other revenues 1,533,792 831,567
----------- -----------
18,985,686 17,436,901
----------- -----------
EXPENSES:
Payments to horseowners 8,393,069 7,978,153
Salaries, wages and employee benefits 2,912,790 2,776,441
Operating expenses 2,163,432 2,204,585
General and administrative 778,473 566,015
Marketing, television and satellite cost 930,040 941,472
Financial expenses 2,073,955 2,204,981
Depreciaton and amortization 875,944 915,417
----------- ----------
18,127,703 17,587,064
----------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST 857,983 (150,163)
PROVISION FOR INCOME TAXES 338,487 99,500
----------- ----------
INCOME (LOSS) BEFORE MINORITY INTEREST 519,496 (249,663)
MINORITY INTEREST IN INCOME (LOSSES) (60,462) 203
----------- ----------
NET INCOME (LOSS) 579,958 $ (249,866)
=========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 5,800 $ (2,499)
Limited Partners 574,158 (247,367)
----------- ----------
579,958 $ (249,866)
=========== ==========
BASIC AND DILUTED PER UNIT NET INCOME (LOSS) $ 0.10 $ (0.04)
=========== ==========
WEIGHTED AVERAGE UNITS OUTSTANDING 5,868,648 6,333,617
=========== ==========
The accompanying notes are an integral part
of these consolidated financial statements.
(PAGE)
EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1999 1998
--------- ---------
NET INCOME (LOSS) $ 579,958 $(249,866)
OTHER COMPREHENSIVE INCOME (LOSS):
Currency translation adjustments 65,522 (10,335)
--------- ---------
COMPREHENSIVE INCOME (LOSS) $ 645,480 $(260,201)
========= =========
The accompanying notes are an integral part
of these consolidated financial statements.
(PAGE)
EQUUS GAMING COMPANY L.P.
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
1999 1998
----------- ------------
(Unaudited) (Audited)
CASH AND CASH EQUIVALENTS:
Unrestricted $ 6,842,775 $ 6,462,992
Restricted 577,519 174,275
----------- -----------
7,420,294 6,637,267
----------- -----------
PROPERTY AND EQUIPMENT:
Land 7,951,072 7,128,858
Buildings and improvements 49,767,684 44,615,936
Equipment 11,498,972 10,924,669
----------- ------------
69,217,728 62,669,463
Less - accumulated depreciation (16,253,439) (15,199,341)
----------- ------------
52,964,289 47,470,122
----------- ------------
DEFERRED COSTS, net:
Financing 2,942,204 3,075,706
Costs of Panama contract 2,062,500 2,090,000
Organizational and other cost 239,357 209,852
------------ -----------
5,244,061 5,375,558
------------ -----------
OTHER ASSETS:
Accounts receivable, net 2,557,818 1,160,468
Notes receivable 1,137,444 1,708,211
Investment in Equus Comuneros S.A.("SECSA") - 950,000
Prepayments and other assets 1,103,862 737,580
----------- ------------
4,799,124 4,556,259
----------- ------------
$70,427,768 $64,039,206
=========== ============
(continues)
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED BALANCE SHEETS
(continued)
LIABILITIES AND PARTNERS' DEFICIT
March 31, December 31,
1999 1998
----------- ------------
(Unaudited) (Audited)
FIRST MORTGAGE NOTES:
Principal, net of note discount of
$1,021,165 and $1,068,540 $53,621,835 $56,194,460
Accrued interest 2,115,972 317,069
----------- -----------
55,737,807 56,511,529
----------- -----------
OTHER LIABILITIES:
Accounts payable and accrued liabilities 8,729,185 8,088,343
Outstanding winning tickets and refunds 1,390,340 519,484
Notes payable 2,998,469 2,841,797
Bonds payable 4,000,000 4,000,000
Capital lease obligations 2,272,304 2,249,076
----------- -----------
19,390,298 17,698,700
----------- -----------
DEFERRED INCOME TAXES 2,553,026 2,628,539
----------- -----------
MINORITY INTEREST 3,207,324 1,266,849
----------- -----------
COMMITMENTS AND CONTINGENCIES, see Note 2
PARTNERS' DEFICIT:
General Partners (738,989) (745,444)
Limited Partners - 10,383,617 units
authorized; 8,309,824 and 5,398,060
units issued and outstanding in 1999
and 1998, respectively (9,721,698) (13,320,967)
----------- -----------
(10,460,687) (14,066,411)
----------- ------------
$70,427,768 $64,039,206
=========== ============
The accompanying notes are an integral part
of these consolidated balance sheets.
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1999
General Limited
Partners Partners Total
----------- ------------ ------------
ALANCES, December 31, 1998 $ (745,444) $(13,320,967) $(14,066,411)
Net income for the quarter 5,800 574,158 579,958
Currency translation adjustments 655 64,867 65,522
Cash distributions to minority
partners of HDA - (9,756) (9,756)
Issuance of units - 2,970,000 2,970,000
----------- ---------- ------------
BALANCES, March 31, 1999 $ (738,989) $(9,721,698) $(10,460,687)
=========== =========== ============
The accompanying notes are an integral part
of this consolidated statement.
(PAGE)
EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 579,958 $ (249,866)
----------- -----------
Adjustments to reconcile net income
(loss) to net cash provided
by operating activities-
Depreciation and amortization 1,056,821 1,080,809
Deferred income tax provision 338,487 99,500
Currency translation adjustments 65,522 (10,335)
Minority interest (60,462) 203
Decrease (increase) in assets-
Accounts receivable (1,134,470) (269,448)
Prepayments and other assets 204,944 (349,046)
Deferred costs (44,504) 311,886
Increase (decrease) in liabilities-
Accrued interest on first mortgage notes 1,798,903 1,922,499
Accounts payable and accrued liabilities (687,222) 414,887
Outstanding winning tickets and refunds 870,856 168,113
----------- -----------
Total adjustments 2,408,873 3,369,068
----------- -----------
Net cash provided by operating activities 2,988,831 3,119,202
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,459,331) (3,233,016)
Decrease in notes receivable, net 570,767 20,003
Acquisition of ECOC cash accounts upon
termination of lease agreement - 1,061,239
----------- -----------
Net cash used in investing activities (1,888,564) (2,151,774)
----------- -----------
(continues)
(PAGE) EQUUS GAMING COMPANY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
(continued)
1999 1998
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of First Mortgage Notes $(2,882,000) -
Contributions by minority stockholders 40,158 33,410
Repayment of loans to affiliates (200,000) -
Loans from financial institutions 775,000 1,764,000
Payments on notes payable and capital
lease obligations (1,010,642) (263,103)
Issuance of units 2,970,000 -
Cash distributions to minority
partners of HDA (9,756) -
------------ -----------
Net cash provided by (used in)
financing activities (317,240) 1,534,307
------------ -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 783,027 2,501,735
CASH AND CASH EQUIVALENTS, beginning of year 6,637,267 507,656
------------ -----------
CASH AND CASH EQUIVALENTS, end of period $ 7,420,294 $ 3,009,391
============ ===========
SUPPLEMENTAL INFORMATION:
Interest paid $ 299,631 $ 151,610
Income taxes paid - 1,240
NONCASH TRANSACTIONS:
Equipment acquired through capital leases 81,290 39,939
Acquisition of ECOC's non cash accounts upon
termination of lease agreement - (4,719,571)
Units Appreciation rights - 37,682
Contribution of Los Comuneros non cash assets,
net of liabilities (see Note 2) 1,959,842 -
The accompanying notes are an integral part
of these consolidated financial 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 in Latin America and the Caribbean. Through its wholly-owned
Puerto Rico subsidiary, Equus Entertainment Corporation ("EEC"), the Company
provides management services to four race tracks in which it has an interest.
The Company has a 99% interest in Housing Development Associates S.E.
("HDA"), the owner of El Comandante Race Track ("El Comandante"), the only
licensed thoroughbred racing facility in Puerto Rico. El Comandante is
operated by a wholly-owned subsidiary of HDA, El Comandante Management
Company, LLC ("ECMC").
The Company has a 55% interest in Galapagos, S.A. ("Galapagos"), the
operator since April 1995 of the V Centenario Race Track in the Dominican
Republic ("V Centenario") and a 51% interest in Equus Entertainment de
Panama, S.A. ("Equus-Panama"), the operator since January 1, 1998 of the
Presidente Remon Race Track in the Republic of Panama ("Presidente Remon").
Both race tracks are government-owned and operated by the Company's
subsidiaries under long-term contracts. Also during 1998 the Company
acquired a controlling 50% interest in Equus Comuneros S.A. ("SECSA"), the
owner and operator of Los Comuneros Race Track in Medellin, Colombia ("Los
Comuneros").
Consolidation and Presentation
The consolidated financial statements as of March 31, 1999 and for the
three month periods ended March 31, 1999 and 1998 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, 1999 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 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 generally
accepted accounting principles ("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.
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
(PAGE)
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 included in the Company's Annual Report filed on Form 10-K for the
year ended December 31, 1998.
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".
The Company has minority partners in HDA, Galapagos, Equus-Panama and
SECSA. Therefore, the Company records minority interest based on the income
and (losses) of these consolidated subsidiaries that are attributable to the
minority partners, as follows:
For the Three Months
Ended March 31,
----------------------------
Subsidiary 1999 1998
----------------- ------------ -----------
HDA $ 10,350 $ 203
Galapagos -
Equus-Panama 29,150 -
SECSA (99,962) -
------------ -----------
$ (60,462) $ 203
============ ===========
In general, the minority interest is calculated based on the ownership
interest of the minority partners. Following the redemption, HDA has a
minority partner owning a 1% interest. Galapagos' minority partners own a
45% interest. However, during the three months ended March 31, 1999 and
1998, the Company did not recognize minority interest in Galapagos' losses
amounting to $27,870 and $91,530, respectively, because the minority partners
have no legal obligation to fund such losses in excess of their investment.
Equus-Panama minority partners own a 49% interest effective October 22, 1998
after the issuance of new stock pursuant to a public offering in Panama.
On May 14, 1999, the Company issued 85,000 to accredited investors
pursuant to the terms of a private offer that commenced in December 1998.
Currencies
The Company consolidates its accounts with Galapagos and SECSA whose
functional currency are the Dominican Republic peso and the Colombian peso,
respectively. The United States dollars ("US$") are also a recording
currency in these countries. US$ are exchanged into these foreign currencies
("FC$") and vice versa through commercial banks and/or the central banks.
The Company remeasures the monetary assets and liabilities of the foreign
(PAGE)
subsidiaries that were recorded in US$ into the FC$ using the exchange rates
in effect at the balance sheet date (the "current rate") and all other assets
and liabilities and capital accounts, at the historical rates. The Company
then translates the financial statements of the foreign subsidiaries from FC$
into US$ using the current rates, for all assets and liabilities, and the
average exchange rates prevailing during the year, for revenues and expenses.
For the three months ended March 31, 1999 and 1998, net exchange losses
resulting from remeasurement of accounts, together with losses from foreign
currency transactions, amounted to $37,597 and $17,866, respectively, which
amounts are included as general and administrative expenses. Accumulated
net losses from changes in exchange rates due to the translation of assets
and liabilities of the foreign subsidiaries are included in partners'
deficit and at March 31, 1999 and December 31, 1998 amounted to $52,242
(including $10,500 from unsettled intercompany transactions) and $103,350
(including $35,590 from unsettled intercompany transactions), respectively.
The exchange rates in Dominican Republic as of March 31, 1999 and December
31, 1998 were US$1.00 to FC$16.00 and US$1.00 to FC$15.85, respectively. The
average exchange rates in Dominican Republic prevailing during the three
months ended March 31, 1999 and 1998, were US$1.00 to FC$16.00 and US$1.00 to
FC$14.63, respectively. The exchange rate in Colombia as of March 31, 1999
and December 31, 1998 was approximately US$1.00 to FC$1,500.
The Company also consolidates its accounts with Equus-Panama whose
functional currencies are the Panama balboas and the US$. Because these
currencies are of equivalent value, there is no effect attributed to foreign
currency transactions of Equus-Panama.
2. COMMITMENTS AND CONTINGENCIES:
Los Comuneros Racetrack
SECSA is in the process of negotiating certain contracts in connection
with the operation of Los Comuneros, which should be in effect during 1999.
In January 1999, SECSA received as a capital contribution from minority
stockholders, all assets and liabilities that were employed by the prior
operator of Los Comuneros. The assets consisted, mainly, of land, buildings
and property for approximately $4.7 million.
The liabilities included, mainly, accounts payable to vendors and
horseowners and certain financial obligations with various maturities through
2004. These obligations, which at March 31, 1999 amounted to approximately
$615,000 are recorded in the accompanying consolidated balance sheet as
accounts payable and accrued liabilities.
3. 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").
(PAGE)
The First Mortgage Notes mature on December 15, 2003 and bear interest
at 11.75%, payable semiannually. On January 5, 1999, HDA redeemed First
Mortgage Notes in the principal amount of $3 million (of which $380,000
corresponded to the Notes purchased by ECMC in December 1998) at 110% of par.
HDA is required to redeem First Mortgage Notes commencing on December
15, 2000. The stated maturities of the First Mortgage Notes at March 31,
1999, reduced by prior redemptions are as follows (in thousands):
Year ending Gross Purchased Net
March 31, Amount by ECMC Amount
---------- ------- ----------- -------
2000 $ - $ - $ -
2001 563 563 -
2002 10,200 6,557 3,643
2003 10,200 - 10,200
2004 40,800 - 40,800
-------- -------- -------
61,763 7,120 54,643
Less note discount (1,100) (79) (1,021)
-------- -------- -------
$60,663 $ 7,041 $53,622
======== ======== =======
4. BONDS AND NOTES PAYABLE AND CAPITAL LEASES:
The Company's outstanding notes payable consist of the following:
Balance
-----------------------
Maturity Interest March 31, December 31,
Borrower Description Date Rate 1999 1998
- ----------- -------------- --------- ------- ----------- ----------
ECMC Line of Credit(a) 5/21/00 P+1.0% $ 293,270 $ 649,100
ECMC Term Loan (b) 1/05/00 P+0.75% 2,500,000 1,850,000
Equus-Panama Line of Credit(c) 8/25/99 10.5% 205,199 142,697
The Company Loan (d) - P+1.0% - 200,000
---------- ----------
$2,998,469 $2,841,797
========= ==========
At March 31, 1999 and December 31, 1998, prime rate (P) was 7.75%
(a) Maximum outstanding balance is $750,000. Available to finance loans to
Puerto Rico horseowners for the acquisition of horses.
(b) Maximum outstanding balance is $2.5 million. Collateralized by the
First Mortgage Notes purchased by ECMC (see Note 3).
(c) Maximum outstanding balance is $250,000. Available to finance loans to
Panama horseowners for the acquisition of horses.
(d) Loan made by IBC in 1998 and repaid in March, 1999.
(PAGE)
Pursuant to a public offering, Equus-Panama issued $4 million in
unsecured bonds in October 1998. Interest is payable at 11% rate per annum
on a quarterly basis.
The following table summarizes future minimum payments on capital
leases, notes payable and bond payable of the Company and its consolidated
subsidiaries:
Due during the year Capital Notes Bonds
ending March 31, Leases Payable Payable
-------------------- ---------- ---------- ----------
2000 $1,033,792 $2,998,469 $ -
2001 902,378 -
2002 365,393 - 600,000
2003 184,630 - 1,000,000
2004 126,674 - 1,200,000
2005 - - 1,200,000
---------- ---------- ----------
2,612,867 2,998,469 4,000,000
Less-interest (340,563) -
---------- ---------- ----------
$2,272,304 $2,998,469 $4,000,000
========== ========== ==========
5. RELATED PARTY TRANSACTIONS:
The following represents a summary of amounts incurred for services
rendered by certain related parties, namely, Equus Management Company
("EMC"), general partner of the Company, Interstate Business Corporation
("IBC"), sole owner of EMC, American Community Property Trust ("ACPT") and
Interstate General Company L.P. ("IGC"):
For the Three
Months ended
Services Rendered March 31,
--------------------- ---------------
To By Concept 1999 1998
----------- -------- ------------ ------ ------
The Company IBC Accounting services $ - $ 3,000
The Company ACPT Support agreement 8,100 3,500
The Company EMC Directors fees 22,750 22,750
ECMC IGC Services of James
J. Wilson 33,750 -
EEC ACPT Rent office space 10,500 -
6. SEGMENT INFORMATION:
The Company has identified four reportable segments, based on
geographical considerations: Puerto Rico, Dominican Republic, Colombia and
Panama. The following present the segment information for three months ended
March 31, 1999, and 1998 (in thousands):
(PAGE)
Puerto Dominican
Rico Republic Colombia Panama Total
------- --------- -------- ------- -------
1999:
Commissions on wagering $13,563 $ 1,079 $ 237 $ 2,430 $17,309
Total revenues 14,213 1,551 709 2,513 18,986
Financial expenses 1,857 16 63 138 2,074
Depreciation and amortization 572 101 66 137 876
Income (loss) before income
taxes and minority interest 1,060 (62) (200) 60 858
Capital improvements 1,695 10 623 131 2,459
Total assets 53,766 2,020 5,916 8,726 70,428
1998:
Commissions on wagering $13,400 $ 1,227 $ - $ 1,750 $16,377
Total revenues 13,985 1,651 - 1,801 17,437
Financial expenses 2,130 39 - 36 2,205
Depreciation and amortization 680 144 - 91 915
Income (loss) before income
taxes and minority interest 119 (203) (66) (150)
Capital improvements 519 (25) - 2,739 3,233
(PAGE)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's results of operations are principally attributed to its
interests in thoroughbred horse race tracks: (i) El Comandante in Puerto
Rico, operated since January 1, 1998 by El Comandante Management Company, LLC
("ECMC"), (ii) V Centenario in the Dominican Republic, operated since April
1995 by Galapagos S.A., (iii) Presidente Remon in Panama, operated since
January 1, 1998 by Equus Entertainment de Panama, S.A. ("Equus-Panama") and
Los Comuneros in Colombia, operated since January 1999 by Equus Comuneros,
S.A. ("SECSA").
The following discussion compares the results of operations of the
Company for the three months ended March 31, 1999, with the results of
operations for the three months ended March 31, 1998.
REVENUES
Revenues increased in the first quarter of 1999 by $1,547,000 (8.9%)
compared to the first quarter of 1998. The increase in revenues was
attributed in part to revenues earned by SECSA of approximately $709,000
which commenced operating Los Comuneros in January 1999.
Commissions on Wagering
Commissions on wagering increased $932,000 (5.7%) during the three
months ended March 31, 1999 as compared with the three months ended March 31,
1998. The increase was the net result of an increase of $163,000 in
commissions on wagering at El Comandante, a decrease of $148,000 at
Galapagos, an increase of $680,000 at Presidente Remon and $237,000 of
commissions on wagering at Los Comuneros. Live racing at Los Comuneros has
been conducted only one day per week while the off-track betting operation is
upgraded and the race track improved.
The increase in wagering at El Comandante was mainly due to the fact
that races are being held on Saturdays instead of Thursday since November 14,
1998, when races resumed after Hurricane Georges. The decline in wagering at
V Centenario continues to be attributed in part to the competition posed by
the government-licensed electronic lottery and to the difficulties in
arranging for live broadcasting of races by commercial television with broad
island-wide penetration. The increase in wagering at Presidente Remon was
directly related to more OTB agencies on line, more race days (live racing
commenced in April 1998) and an additional race day per week (effective April
1998) during the first quarter of 1999.
Net Revenues from Lottery Services
Net revenues from lottery services by Galapagos decreased by $87,000 in
the first quarter of 1999 compared to the first quarter of 1998. The
decrease in revenues was principally due to a reduction in the amount billed
(PAGE)
to the lottery operator as reimbursement for the telephone line costs, as a
result of an amendment to the contract effective in late 1998.
Other Revenues
Other revenues increased $702,000 in the first quarter of 1999, as
compared to the first quarter of 1998. The increase was principally
attributed to revenues of the Colombia operation of $472,000.
EXPENSES
Expenses increased in the first quarter of 1999 by $541,000 (3.1%)
compared to the first quarter of 1998. The increase was attributed to
approximately $909,000 in expenses of SECSA, net of decreases in various
categories of expenses of the other race tracks.
Payments to Horseowners
Payments to horseowners increased $415,000 in the first quarter of 1999,
as compared to the first quarter of 1998. Excluding payments to horseowners
of Los Comuneros, there was an increase of $225,000, which was directly
related to the net increases in wagering.
Financial Expenses
Financial expenses decreased $131,000 in the first quarter of 1999,
compared to the first quarter of 1998. Excluding financial expenses of
SECSA, there was a decrease of $194,000. The decrease is primarily
attributable to a reduction in financing costs of the First Mortgage Notes,
due to the purchase in December 1998 by ECMC of $7.5 million in principal
amount of Notes (treated in the consolidated financial statements of the
Company as a redemption) and the redemption in January 5, 1999 of $3 million
in principal amount of Notes. The decrease was offset in part by an increase
due to interest on the $4 million in unsecured bonds issued by Equus-Panama
in October 1998.
Depreciation and Amortization
Depreciation decreased $39,000 in the first quarter of 1999 as compared
to the first quarter of 1998. Excluding depreciation and amortization of
SECSA, there was a decrease of $105,000. The decrease was principally
attributed to a reduction in depreciation of assets of El Comandante due to
the write-off of the book value of property damaged by Hurricane Georges in
late 1998.
Other Expenses
Other expenses increased $296,000 to $6,784,000 in the first quarter of
1999 from $6,488,000 in the first quarter of 1998. The net increase was
attributed to a combination of factors: (i) approximately $590,000 in other
expenses of SECSA in 1999, (ii) a full quarter of operations of Equus-Panama
during 1999 (live racing operations at Presidente Remon commenced in February
(PAGE)
14, 1998), (iii) reduction in satellite costs incurred for the simulcast of
El Comandante races to Dominican Republic due to change to a digital signal
in mid-1998, (iv) reduction in repair and maintenace work at El Comandante,
as there are currently major renovations and improvements underway for damage
caused by Hurricane Georges in September 1998.
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 results of operations
of Galapagos, Equus-Panama or SECSA. Due to accumulated losses, none of
these foreign subsidiaries requires a provision for income taxes.
MINORITY INTEREST
The Company's minority interest is attributed to the income and losses
allocable to the minority partners of Galapagos, Equus-Panama (effective
October, 1998) and SECSA (effective January, 1999). Because accumulated
losses of Galapagos allocable to minority partners had exceeded their
investment, the Company did not recognized minority interest of $27,870 and
$91,530, in losses of Galapagos for the three months ended March 31, 1999 and
1998.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The principal source of cash of Equus Gaming Company L.P. (the "Company"
or, when referred to the individual entity, "Equus") has been distributions
related to its ownership interest in HDA, the owner and operator (through its
wholly owned subsidiary, ECMC) of El Comandante race track in Puerto Rico.
Due to certain restrictions under HDA's indenture for the issuance of its
11.75% First Mortgage Notes due 2003 (the "Indenture"), cash held by HDA
and/or ECMC is not readily available to Equus. Therefore, capital resources
and liquidity of Equus are discussed separately, excluding the cash flows and
operations of HDA (including ECMC) and its other foreign subsidiaries, which
funds are not readily available to the Company. A separate discussion of the
capital resources and liquidity of HDA (including ECMC) is also presented.
Because the liquidity and capital resources discussion is not presented
on a consolidated basis, some of the discussion relates to transactions that
are eliminated in the Company's consolidated financial statements.
Liquidity and Capital Resources of Equus
Cash and cash equivalent of Equus, increased by $464,000 during the
three months ended March 31, 1999. Equus's liquidity mainly depends on (i)
cash distributions from HDA and (ii) cash flow from operations, attributable
(PAGE)
to agreements that Equus has (through its wholly-owned subsidiary, EEC) to
provide management services and technical assistance in the operation of the
race tracks in Puerto Rico, Dominican Republic, Panama, and, Colombia.
On March 19, 1999, The Wilson Family Limited Partnership, a major
unitholder Equus, purchased 2,911,764 units for $2,970,000 pursuant to the
terms of a private offering which commenced on December 16, 1998. Proceeds
from the private offering were used by Equus (i) to purchase HDA's 37.5%
interest in Equus-Panama (including receivable) and HDA's 55% interest in
Galapagos (including receivable) for $1.85 million, (ii) repay a $200,000
short-term loan from an affiliate, (ii) invest $650,000 in Los Comuneros, and
(iv) for working capital purposes.
For the balance of the year, Equus will invest approximately an
additional $400,000 in Los Comuneros and $200,000 in the Dominican Republic
operations. These investments requirements will be funded from funds
obtained through the private offering of Equus' Units (on May 14, 1999, an
additional 85,000 units were issued for $86,700) and cash distributions from
HDA. HDA's distributions to partners, including Equus, are based on a
percentage of HDA's consolidated book income (calculated on a cumulative
basis since January 1, 1994).
Liquidity and Capital Resources of HDA and ECMC
Cash and cash equivalents of HDA and ECMC, increased by $97,196 during
the three months ended March 31, 1999 to $6,092,821. HDA's principal uses of
cash during the first quarter of 1999, attributable to financing and
investing activities, were as follows:
(i) Capital improvements to El Comandante race track of $1,687,000,
incurred as a result of damage caused by Hurricane Georges in September 1998.
(ii) Payments of $262,000 on capital leases for equipment used in El
Comandante operations.
(iii) Redemption on January 5, 1999 of First Mortgage Notes in the
principal amount of $3 million at 110% of par, reduced by the portion
corresponding to the notes purchased by ECMC in December 1998.
(iv) Advances to Equus in the amount of $800,000 bsed on income
generated by HDA, on a consolidated basis, during first quarter of 1999.
In addition to cash available at the beginning of the year and cash
flows provided by operations, HDA and ECMC obtained funds for its financing
and investing transactions principally from $650,000 in advances drawn under
its $2.5 million line of credit and the sale to Equus of HDA's interest in
Equus-Panama (including receivable) and Galapagos (including receivables) for
$1.85 million.
For the balance of the year the projected principal uses of cash for
financing and investing activities of HDA and ECMC, are: (i) capital
improvements to continue the reconstruction of El Comandante race track from
damage caused by Hurricane Georges of approximately $3.3 million, (ii)
(PAGE)
principal payments on capital leases for El Comandante operations, and (iii)
cash distributions to partners, including Equus.
Long-Term Commitments. In addition to capital leases, long-term cash
commitments of HDA and ECMC are certain charitable contributions and
repayment of First Mortgage Notes.
In connection with the termination of the lease agreement of El
Comandante effective January 1, 1998, HDA assumed commitments to make
contributions to certain charitable and educational institutions. Amounts
due under these commitments are: $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 (expressed as percentages of principal amount): if redeemed during
the 12-month period beginning December 15 of years 1998 at 104.125%, 1999 at
102.75%, 2000 at 101.5%, and 2001 and thereafter at 100% of principal amount,
in each case together with accrued and unpaid interest. The stated maturity
dates of First Mortgage Notes, as reduced by prior redemptions made by HDA
and by the Notes purchased by ECMC in December 1998 in the open market, are
as follows:
Year ending Net
March 31, Amount
----------- --------
2002 $ 3,643
2003 10,200
2004 40,800
-------
$54,643
=======
Management expects to refinance this obligation not later than December 2002.
Government Matters. El Comandante's horse racing and pari-mutuel
wagering operations are subject to substantial government regulation.
Pursuant to the Puerto Rico Horse Racing Industry and Sport Act (the "Racing
Act"), the Racing Board and the Puerto Rico Racing Administrator (the "Racing
Administrator") exercises regulatory control over ECOC's racing and wagering
operations. For example, the Racing Administrator determines the monthly
racing program for El Comandante and approves the number of annual race days
in excess of the statutory minimum of 180. The Racing Act also apportions
payments of monies wagered that would be available as commissions to ECMC.
The Racing Board consists of three persons appointed to four-year terms by
the Governor of Puerto Rico. The Racing Administrator is also appointed by
the Governor for a four-year term.
Year 2000 Computer Issue
What is Year 2000. The Year 2000 ("Y2K") issue is the result of many
computer systems and applications and other electronically controlled systems
(PAGE)
and equipment using two-digit fields rather than four to designate a year.
As the century date occurs, date sensitive systems with this deficiency may
recognize the year 2000 as year 1900 or not at all. This inability to
recognize or properly treat the year 2000 can cause the system to process
critical financial information and operations information incorrectly,
disrupting the normal business activities of companies.
The Company has assessed and continues to assess the impact of the Y2K
issue on its reporting systems and operations. The Company plans to complete
the Y2K project approximately by September 30, 1999.
State of Readiness. The systems and applications that can affect the
Company's operations due to Y2K issue are its financial reporting systems and
the wagering system. The administrative applications (word processing,
spreadsheet) and software financial applications utilized by the Company have
been certified by the various publishers to be Y2K compliant.
The hardware component of the Company's financial systems consists of
industry standard PC operating systems, servers, desktop computers and
networking hardware. The systems have been evaluated and the Company has
determined that some of its subsidiaries will be required to modify or
replace significant portions of its hardware and software so that its
computer systems will properly utilize dates beyond December 31, 1999.
Third Party Impact on Operations. The Company utilized software and
related computer technologies essential to the wagering operations and the
off-tack betting system of its race tracks, which is provided by an outside
firm. The Company presently relies in the representations made by this firm
which believes that with modifications to existing software and conversions
to new software, the Y2K issue can be mitigated. The Company also utilized
certain telecommunication systems for the transmission of data between the
race tracks and its off-track betting agencies. The Company has initiated
formal communications with all of its significant suppliers to determine the
extent to which the Company is vulnerable to those third parties failure to
remediate their own Y2K issue. However, if such modifications and
conversions are not made, or are not completely timely, the Y2K issue will
have a material impact on the operations and the financial condition of the
Company and its subsidiaries as the race tracks would not be able to process
wagering, resulting in loss of revenues.
Costs to Achieve Y2K Compliance. The Company has estimated total
remaining cost of the Y2K project in less than $100,000 for acquisition of
equipment and systems upgrades. These costs are being funded through
operating cash flows at each race track, mostly attributable to the
acquisition of equipment, which will be capitalized. The costs of the project
and the date on which the Company plans to complete the Year 2000
modifications are based on management's best estimates, which were derived
utilizing numerous assumptions of future events including the continued
availability of certain resources, third party modification plans and other
factors.
(PAGE)
Risks of Y2K Issue. The failure of the Company's financial systems and
accounting operations will affect the Company's reporting functions.
However, these functions are not considered detrimental to the Company's
operations. The failure of the wagering computer system and software,
provided by an outside firm, will not allow the race tracks to process
wagering or take bets through its off-track betting system, resulting in the
lost of revenues. This risk would seriously affect the financial condition
of the Company.
Contingency Plans. The Company is evaluating various alternative
scenarios in order to complete a contingent operational work plan to continue
business operations beyond 1999. Said plan will attempt to achieve, mainly,
the continuance of the wagering operations of the race tracks. The
contingent plan is expected to be completed by September 30, 1999.
Forward-Looking Statement
Certain matters discussed and statements made within this Form 10-K are
forward-looking statements within the meaning of the Private Litigation
Reform Act of 1995 and as such may involve known and unknown risks,
uncertainties, and other factors that may cause the actual results,
performance or achievements of the Company to be different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Although the Company believes the expectations reflected
in such forward-looking statements are based on reasonable assumptions, it
can give no assurance that its expectations will be attained. These risks
are detailed from time to time in the Company's filing within the Securities
and Exchange Commission or other public statements.
PART II - OTHER INFORMATION
Items 1-6 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
May 17, 1999 /s/ Thomas B. Wilson
- ----------------- ------------------------
Date Thomas B. Wilson
President & Chief Executive Officer
May 17, 1999 /s/ Gretchen Gronau
- ----------------- -----------------------------
Date Gretchen Gronau
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,420<F1>
<SECURITIES> 0
<RECEIVABLES> 3,695<F2>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 69,218
<DEPRECIATION> 16,253
<TOTAL-ASSETS> 70,428
<CURRENT-LIABILITIES> 0
<BONDS> 53,622<F3>
0
0
<COMMON> 0
<OTHER-SE> (10,461)
<TOTAL-LIABILITY-AND-EQUITY> 70,428
<SALES> 0
<TOTAL-REVENUES> 18,986
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,054<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,074
<INCOME-PRETAX> 858
<INCOME-TAX> 338
<INCOME-CONTINUING> 580<F5>
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<FN>
<F1>Includes restricted cash of $578,000
<F2>Includes notes receivable of $1.1 million.
<F3>Net of bond discount of $1.021 million.
<F4>Excluding financial expenses, disclosed below.
<F5>Net of minority interests in losses of $60,462.
</FN>
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