-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DDbGlrByuEVLbrv9uEmr/5bT7d38Bmz03qlLBnMB4C8PyncSuQFiHXqxdHeisggl HtVagJeNGc0i5od4r0neMA== 0000950149-96-002037.txt : 19961216 0000950149-96-002037.hdr.sgml : 19961216 ACCESSION NUMBER: 0000950149-96-002037 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961213 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY MEADOWS OPERATING CO CENTRAL INDEX KEY: 0000715273 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 942878485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09320 FILM NUMBER: 96680667 BUSINESS ADDRESS: STREET 1: 2600 S DELEWARE ST STREET 2: P O BOX 5050 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4155747223 MAIL ADDRESS: STREET 1: 2600 S DELAWARE ST CITY: SAN MATEO STATE: CA ZIP: 94402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA JOCKEY CLUB CENTRAL INDEX KEY: 0000016343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 940358820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09319 FILM NUMBER: 96680668 BUSINESS ADDRESS: STREET 1: 2600 S DELAWARE ST STREET 2: P O BOX 1117 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4155734514 MAIL ADDRESS: STREET 1: 2600 S DELAWARE ST CITY: SAN MATEO STATE: CA ZIP: 94402 10-Q/A 1 FORM 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A NO. 1 (Mark One) [X] JOINT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ----------- ----------- Commission File Number 1-9319 Commission File Number 1-9320 CALIFORNIA JOCKEY CLUB BAY MEADOWS OPERATING COMPANY - --------------------------------------------------------- ----------------------------------------------------------- (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) Delaware 94-0358820 Delaware 94-2878485 - --------------------------------------------------------- ----------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) incorporation or organization) Identification No.) 94-0358820 94-2878485 - --------------------------------------------------------- ----------------------------------------------------------- (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 2600 S. Delaware Street, San Mateo, California 94403 2600 S. Delaware Street, San Mateo, California 94402 - --------------------------------------------------------- ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Address of principal executive offices) (Zip Code) (415) 573-4514 (415) 574-7223 - --------------------------------------------------------- ----------------------------------------------------------- (Registrant's telephone number, including area code) (Registrant's telephone number, including area code) Not Applicable Not Applicable - --------------------------------------------------------- ----------------------------------------------------------- (Former name, former address and former fiscal year, if (Former name, former address and former fiscal year, if changed since last report) 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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . --- --- The number of shares outstanding of each registrant's classes of common stock, par value $.01 per share, as of the close of business on December 12, 1996, was as follows:
Registrant Number of Shares ---------- ---------------- California Jockey Club 5,763,257 Bay Meadows Operating Company 5,763,257
- 1 - 2 ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Bay Meadows Operating Company ("Bay Meadows") has been allocated 115 racing days for the year ending December 31, 1996 versus 108 racing days for calendar year 1995. Of these days, Bay Meadows conducted 63 days of racing in the six months ended June 30, 1996 versus 30 days in the same period in 1995. Historically, Bay Meadows and California Jockey Club have derived a major portion of their revenues from the racing meet. California Jockey Club Results of Operations: Quarter Ended June 30, 1996 Compared with Quarter Ended June 30, 1995 Total revenues for California Jockey Club ("Cal Jockey") decreased $207,000 (28%) for the three months ended June 30, 1996, compared to the same period in the prior year. The decrease is due to a decrease in the rental of the racing facility. During the quarter ended June 30, 1996, Bay Meadows did not host any live race days as compared to 10 live race days in the same period prior year. Rental of the racing facility is based on racing revenues. Expenses for the three months ended June 30, 1996 increased $133,000 (38%), primarily as a result of an increase in salary expenses and legal fees. Results of Operations: Six Months Ended June 30, 1996 Compared with Six Months Ended June 30, 1995 Total revenues for California Jockey Club ("Cal Jockey") increased $1,228,000 (75%) for the six months ended June 30, 1996, compared to the same period in the prior year. Rental income derived from the leasing of its racing facility is based on Bay Meadows' racing revenues and increased $1,228,000 as a result of 33 more racing days in the first six months of 1996 than in the same period in 1995. Expenses for the six months ended June 30, 1996, increased $216,000 (32%), primarily as a result of professional fees incurred in 1996. Liquidity and Capital Resources The liquid assets (cash and marketable securities) of Cal Jockey decreased to $9,072,000 at June 30, 1996, from $9,253,000 at December 31, 1995. This decrease is primarily the result of a $349,000 decrease in receivables from Bay Meadows due to the timing of the rent payments from Bay Meadows, partially offset by the increase in the fair market value of the securities available for sale. Bay Meadows has received a signed commitment to extend its $6,000,000 bank line of credit through June 1, 1998. The terms of the extension are substantially the same as the terms of the previous bank line of credit and the extension is subject to a number of conditions, including Cal Jockey's continuing guarantee of the $6,000,000 line of credit. As of June 30, 1996 there -2- 3 were $2,000,000 of borrowings outstanding under this bank line of credit. Cal Jockey anticipates that funds generated internally and its cash reserves will be sufficient to meet its liquidity requirements for the foreseeable future. Bay Meadows Operating Company and Subsidiary Results of Operations: Quarter Ended June 30, 1996 Compared with Quarter Ended June 30, 1995 Total revenues decreased $4,602,000 (64%) for the three months ended June 30, 1996 compared with the same period in 1995. Bay Meadows did not host any live race days during the quarter ended June 30, 1996 as compared to 10 race days during the same period in 1995. Expenses for the three months ended June 30, 1996 decreased $3,519,00 (47%) compared with the same period in 1995. The decrease is also due to the decrease in racing days. Results of Operations: Six Months Ended June 30, 1996 Compared with Six Months Ended June 30, 1995 Total revenues increased $12,503,000 (74%) for the six months ended June 30, 1996 compared with the same period in 1995. This was due to an increase in pari-mutuel revenues of $11,620,000. Pari-mutuel revenues increased due primarily to an additional 33 more racing days in the first six months of 1996 compared to the same period in 1995. Other revenues were positively impacted by the same factors which affected pari-mutuel revenues. Admissions, program, parking and other racing income increased $458,000, and concession sales increased $270,000. Total costs and expenses increased $10,577,000 (62%) for the six months ended June 30, 1996, compared with the same period in the prior year. This was due to increases in expenses associated with higher operating revenues, including (i) purses and incentive awards ($5,065,000), (ii) commissions paid to guest locations ($824,000), (iii) direct operating costs ($2,995,000) and (iv) racing facility rental ($1,213,000). Liquidity and Capital Resources The liquid assets (cash and cash equivalents) of Bay Meadows decreased to $1,581,000 at June 30, 1996, from $6,318,000 at December 31, 1995. This decrease is mostly due to the conclusion of the 1995/1996 racing meet and the settlement of liabilities related to the meet. Amounts held on deposit for Thoroughbred horse owners and related due to Thoroughbred horse owners decreased $2,920,000 due to the settlement of amounts related to the 1995/1996 racing meet. Accounts receivable decreased $2,260,000 from December 31, 1995 due to the completion to the 1995/1996 racing meet and settlement of amounts due to Bay Meadows. Accounts payable and accrued liabilities decreased $4,407,000 due to settlement of liabilities related to the 1995/1996 racing meet. Accrued purses and uncashed pari-mutuel tickets and vouchers decreased $687,000 and $4,321,000, respectively, also due to the completion of the 1995/1996 racing meet. Bay Meadows is dependent on Cal Jockey's assistance in securing a bank line of credit for its working capital needs throughout the year. Bay Meadows has received a signed commitment to extend its $6,000,000 bank line of credit through June 1, 1998. The terms of the extension are substantially the same as the terms of the previous bank line of credit and the extension is subject to a number of conditions, including Cal Jockey's continuing guarantee of the $6,000,000 line of credit. As of June 30, 1996 there were $2,000,000 of borrowings outstanding under this bank line of credit. Management believes that Bay Meadows can meet its funding needs for the foreseeable future through internally generated funds and the utilization of the line of credit. As of June 30, 1996, Bay Meadows' current liabilities exceeded its current assets by $2,390,000. The current ratio (current assets to current liabilities) was .53 to 1 at June 30, 1996, compared to .81 to 1 at December 31, 1995. ITEM 5. OTHER INFORMATION Status of the Master Lease The Master Lease Agreement pursuant to which Bay Meadows leases the Racecourse Properties from Cal Jockey expired on March 31, 1996. Prior to the expiration of the lease, Cal Jockey and Bay Meadows had discussions regarding the extension of the Master Lease Agreement. The companies now have conflicting views concerning the status of the Master Lease Agreement's extension. Cal Jockey believes, based on the absence of an executed lease and applicable laws, among other things, that no lease exists and that Bay Meadows is a tenant at will. Bay Meadows believes, based partly on its understanding of certain corporate action taken by Cal Jockey and statements of Cal Jockey's President and Chairman, that the Master Lease Agreement has been extended for an additional three years with an increase in rent but otherwise substantially on the same terms as the previous lease. -3- 4 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY SEPARATE AND COMBINED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1996 (In thousands, except share and per share amounts) (Unaudited)
Bay Meadows California Operating Jockey Company and Club Subsidiary Eliminations Combined REVENUES: Pari-mutuel revenue $ 23,534 $ 23,534 Producer fees 398 398 Admissions, programs, parking and other racing income 2,731 2,731 Concession sales 1,218 1,218 Rental of racing facility $ 2,610 430 $(2,610) 430 Interest and dividend income 250 93 (4) 339 Other income 5 924 929 ---------- ---------- ------- ---------- Total 2,865 29,328 (2,614) 29,579 ---------- ---------- ------- ---------- COSTS AND EXPENSES: Purses and incentive awards 9,639 9,639 Commissions paid to guest tracks 1,599 1,599 Direct operating costs 10,574 10,574 Cost of concession sales 368 368 Depreciation and amortization 459 333 792 Racing facility rental 2,622 (2,610) 12 Marketing 736 736 General and administrative expense 432 1,632 (4) 2,060 ---------- ---------- ------- ---------- Total 891 27,503 (2,614) 25,780 ---------- ---------- ------- ---------- INCOME BEFORE INCOME TAX PROVISION 1,974 1,825 3,799 INCOME TAX PROVISION 730 730 ---------- ---------- ------- ---------- NET INCOME $ 1,974 $ 1,095 $ - $ 3,069 ========== ========== ======= ========== PER SHARE AMOUNTS: NET INCOME $ 0.34 $0.19 $0.53 ========== ========== ======= ========== DIVIDEND $ 0.40 $0.40 ========== ========== ======= ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,763,257 5,763,257 5,763,257 ========== ========== ======= ==========
See Notes to Financial Statements. -4- 5 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY SEPARATE AND COMBINED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1995 (In thousands, except share and per share amounts) (Unaudited)
Bay Meadows California Operating Jockey Company and Club Subsidiary Eliminations Combined REVENUES: Pari-mutuel revenue $ 11,914 $ 11,914 Producer fees 209 209 Admissions, programs, parking and other racing income 2,273 2,273 Concession sales 948 948 Rental of racing facility $ 1,404 625 $(1,404) 625 Interest and dividend income 229 82 311 Other income 4 774 (4) 774 ---------- ---------- ------- ---------- Total 1,637 16,825 (1,408) 17,054 ---------- ---------- ------- ---------- COSTS AND EXPENSES: Purses and incentive awards 4,574 4,574 Commissions paid to guest tracks 775 775 Direct operating costs 7,579 7,579 Cost of concession sales 306 306 Depreciation and amortization 481 318 799 Racing facility rental 1,409 (1,404) 5 Marketing 452 452 General and administrative expense 194 1,349 (4) 1,539 Card club costs 164 164 ---------- ---------- ------- ---------- Total 675 16,926 (1,408) 16,193 ---------- ---------- ------- ---------- INCOME (LOSS) BEFORE TAXES 962 (101) 861 INCOME TAX BENEFIT 46 46 ---------- ---------- ------- ---------- NET INCOME (LOSS) $ 962 $ (55) $ - $ 907 ========== ========== ======= ========== PER SHARE AMOUNTS: NET INCOME (LOSS) $ 0.17 $ (0.01) $ 0.16 ========== ========== ======= ========== DIVIDEND $ 0.25 $ 0.25 ========== ========== ======= ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,756,019 5,756,019 5,756,019 ========== ========== ======= ==========
See Notes to Financial Statements. -5- 6 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY SEPARATE AND COMBINED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1996 (In thousands, except share and per share amounts) (Unaudited) - --------------------------------------------------------------------------------
Bay Meadows California Operating Jockey Company and Club Subsidiary Eliminations Combined REVENUES: Pari-mutuel revenue $ 701 $ 701 Admissions, programs, parking and other racing income 796 796 Concession sales 363 363 Rental of racing facility $ 398 290 (398) 290 Interest and dividend income 127 7 134 Other income 2 479 481 --------- ----------- ------- ---------- Total 527 2,636 (398) 2,765 --------- ----------- ------- ---------- COSTS AND EXPENSES: Purses and incentive awards 5 5 Direct operating costs 2,503 2,503 Cost of concession sales 135 135 Depreciation and amortization 229 167 396 Racing facility rental 404 (398) 6 Marketing 125 125 General and administrative expense 255 607 862 --------- ----------- ------- ---------- Total 484 3,946 (398) 4,032 --------- ----------- ------- ---------- INCOME (LOSS) BEFORE TAXES 43 (1,310) (1,267) INCOME TAX BENEFIT 528 528 --------- ----------- ------- ---------- NET INCOME (LOSS) $ 43 $ (782) $ -- $ (739) ========= =========== ======= ========== PER SHARE AMOUNTS: NET INCOME (LOSS) $ .01 $ (.14) $ (.13) ========= =========== ========== DIVIDEND $ .40 $ .40 ========= ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,763,257 5,763,257 5,763,257 ========= ========= =========
See Notes to Financial Statements. - 6 - 7 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY SEPARATE AND COMBINED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1995 (In thousands, except share and per share amounts) (Unaudited) - --------------------------------------------------------------------------------
Bay Meadows California Operating Jockey Company and Club Subsidiary Eliminations Combined REVENUES: Pari-mutuel revenue $ 4,644 $ 4,644 Producer fees 64 64 Admissions, programs, parking and other racing income 1,089 1,089 Concession sales 491 491 Rental of racing facility $ 604 461 $ (604) 461 Interest and dividend income 128 21 149 Other income 2 468 (1) 469 ----------- ----------- ----------- ----------- Total 734 7,238 (605) 7,367 ----------- ----------- ----------- ----------- COSTS AND EXPENSES: Purses and incentive awards 1,685 1,685 Commissions paid to guest tracks 286 286 Direct operating costs 3,429 3,429 Cost of concession sales 148 148 Depreciation and amortization 240 159 399 Racing facility rental 608 (604) 4 Marketing 142 142 General and administrative expense 111 873 (1) 983 Card Club costs 135 135 ----------- ----------- ----------- ----------- Total 351 7,465 (605) 7,211 ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE TAXES 383 (227) 156 INCOME TAX BENEFIT 104 104 ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ 383 $ (123) $ -- $ 260 =========== =========== =========== =========== PER SHARE AMOUNTS: NET INCOME (LOSS) $ .07 $ (.02) $ .05 =========== =========== =========== DIVIDEND $ .25 $ .25 =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,758,752 5,758,752 5,758,752 ========= ========= =========
See Notes to Financial Statements. - 7 - 8 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY COMBINED BALANCE SHEETS (In thousands, except per share amounts) (Unaudited) - --------------------------------------------------------------------------------
June 30, December 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,506 $ 7,307 Securities available for sale (at fair value) 1,263 1,187 Securities held to maturity (at cost) 6,884 7,077 Amounts held on deposit for Thoroughbred horse owners 136 3,056 Accounts receivable (net of allowance for doubtful accounts of $77 in 1996 and $82 in 1995) 184 2,442 Prepaid expenses 799 377 -------- -------- Total current assets 11,772 21,446 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Land 691 691 Land held for sale 2,621 1,954 Racing plant 23,986 23,906 Tennis facility 308 308 Equipment and leasehold improvements 10,971 10,088 -------- -------- Total 38,577 36,947 Accumulated depreciation and amortization (21,474) (20,759) -------- -------- Property, plant and equipment - net 17,103 16,188 -------- -------- OTHER ASSETS (net of accumulated amortization of $1,260 in 1996 and $1,221 in 1995) 139 223 -------- -------- DEFERRED INCOME TAXES 78 78 -------- -------- TOTAL ASSETS $ 29,092 $ 37,935 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,259 $ 4,676 Accrued liabilities 555 1,530 Accrued purses 327 1,014 Due to Thoroughbred horse owners 136 3,056 Income taxes payable 712 75 Note Payable 2,000 Uncashed pari-mutuel tickets and vouchers 156 4,477 -------- -------- Total current liabilities 5,145 14,828 -------- -------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common Stock, $.01 par value, authorized 10,000,000 shares; issued and outstanding 5,763,257 shares 116 116 Additional paid in capital 18,385 18,385 Retained earnings 5,581 4,817 Unrealized loss on securities available for sale (135) (211) -------- -------- Total stockholders' equity 23,947 23,107 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,092 $ 37,935 ======== ========
See Notes to Financial Statements. - 8 - 9 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY
COMBINED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (IN THOUSANDS) (UNAUDITED) - ------------------------------------------------------------------------------------------ 1996 1995 OPERATING ACTIVITIES: Net income $ 3,069 $ 907 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 792 799 Changes in operating assets and liabilities: Accounts receivable 2,258 246 Amounts held on deposit for Thoroughbred horse owners 2,920 3,001 Income taxes receivable and payable 637 (372) Prepaid expenses and other current assets (414) (645) Accounts payable (3,417) (1,908) Accrued liabilities (975) (1,415) Accrued purses (687) (1,850) Due to Thoroughbred horse owners (2,920) (3,001) Uncashed pari-mutuel tickets and vouchers (4,321) (2,014) ------- ------- Net cash used in operating activities (3,058) (6,252) ------- ------- INVESTING ACTIVITIES: Purchase of securities held to maturity (8,382) 1,255 Maturities of securities held to maturity 8,575 Purchase of property, plant and equipment (1,631) (1,187) ------- ------- Net cash provided by (used in) investing activities (1,438) 68 ------- ------- FINANCING ACTIVITIES: Proceeds from note payable - bank 2,000 Dividends (2,305) (1,441) Stock options exercised 123 ------- ------- Net cash used in financing activities (305) (1,318) ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (4,801) (7,502) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,307 9,356 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,506 $ 1,854 ======= =======
See Notes to Financial Statements. -9- 10 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY
SEPARATE AND COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 1996 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) - --------------------------------------------------------------------------------------- BAY MEADOWS CALIFORNIA OPERATING JOCKEY COMPANY AND CLUB SUBSIDIARY ELIMINATIONS COMBINED Balance at January 1, 1996 $21,878 $ 1,229 $23,107 Net income 1,974 1,095 3,069 Dividends ($.40/share) (2,305) (2,305) Unrealized gain on securities available for sale 76 76 ------- ------- ------- Balance at June 30, 1996 $21,623 $ 2,324 $23,947 ======= ======= =======
See Notes to Financial Statements. - 10 - 11 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY
SEPARATE AND COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 1995 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) - ------------------------------------------------------------------------------------------ BAY MEADOWS CALIFORNIA OPERATING JOCKEY COMPANY AND CLUB SUBSIDIARY ELIMINATIONS COMBINED Balance at January 1, 1995 $21,970 $ 748 $22,718 Net income (loss) 962 (55) 907 Dividends ($.25/share) (1,441) (1,441) Stock options exercised 119 4 123 Unrealized gain on securities available for sale 75 75 ------- ------- ------- Balance at June 30, 1995 $21,685 $ 697 $22,382 ======= ======= =======
See Notes to Financial Statements. - 11 - 12 CALIFORNIA JOCKEY CLUB
BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS) (UNAUDITED) - ---------------------------------------------------------------------------------------------- JUNE 30, DECEMBER 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 925 $ 989 Securities available for sale (at fair value) 1,263 1,187 Securities held to maturity (at cost) 6,884 7,077 Accounts receivable 9 7 Receivable from Bay Meadows Operating Company 220 569 -------- -------- Total current assets 9,301 9,829 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Land 691 691 Land held for sale 2,621 1,954 Racing plant 23,986 23,906 Tennis facility 308 308 Equipment 456 456 -------- -------- Total 28,062 27,315 Accumulated depreciation (15,456) (14,997) -------- -------- Property, plant and equipment - net 12,606 12,318 -------- -------- TOTAL ASSETS $ 21,907 $ 22,147 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 67 $ 129 Accrued liabilities 217 140 -------- -------- Total current liabilities 284 269 -------- -------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common Stock, $.01 par value, authorized 10,000,000 shares; issued and outstanding 5,763,257 shares 58 58 Additional paid in capital 17,597 17,597 Retained earnings 4,103 4,434 Unrealized loss on securities available for sale (135) (211) -------- -------- Total stockholders' equity 21,623 21,878 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,907 $ 22,147 ======== ========
See Notes to Financial Statements. - 12 - 13 CALIFORNIA JOCKEY CLUB STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (IN THOUSANDS) (UNAUDITED) - --------------------------------------------------------------------------------
1996 1995 OPERATING ACTIVITIES: Net income $ 1,974 $ 962 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 459 481 Changes in operating assets and liabilities: Accounts receivable (2) (74) Receivable from Bay Meadows Operating Company 349 345 Prepaid expenses and other assets 26 Accounts payable (62) (69) Accrued liabilities 77 30 ------- ------- Net cash provided by operating activities 2,795 1,701 ------- ------- INVESTING ACTIVITIES: Purchase of securities held to maturity (8,382) 1,255 Maturities of securities held to maturity 8,575 Purchase of property, plant and equipment (747) (319) ------- ------- Net cash provided by (used in) investing activities (554) 936 ------- ------- FINANCING ACTIVITIES: Dividends (2,305) (1,441) Stock options exercised 119 ------- ------- Net cash used in financing activities (2,305) (1,322) ------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (64) 1,315 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 989 412 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 925 $ 1,727 ======= =======
See Notes to Financial Statements. -13- 14 BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) - --------------------------------------------------------------------------------
JUNE 30, DECEMBER 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,581 $ 6,318 Amounts held on deposit for Thoroughbred horse owners 136 3,056 Accounts receivable (net of allowance for doubtful accounts of $77 in 1996 and $82 in 1995) 175 2,435 Prepaid expenses and other current assets 799 377 -------- -------- Total current assets 2,691 12,186 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Equipment and leasehold improvements 10,515 9,631 Accumulated depreciation and amortization (6,018) (5,761) -------- -------- Property, plant and equipment - net 4,497 3,870 -------- -------- OTHER ASSETS (net of accumulated amortization of $1,260 in 1996 and $1,221 in 1995) 139 223 -------- -------- DEFERRED INCOME TAXES 78 78 -------- -------- TOTAL ASSETS $ 7,405 $ 16,357 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,192 $ 4,547 Accrued liabilities 338 1,390 Accrued purses 327 1,014 Due to Thoroughbred horse owners 136 3,056 Payable to California Jockey Club 220 569 Income taxes payable 712 75 Note payable 2,000 Uncashed pari-mutuel tickets and vouchers 156 4,477 -------- -------- Total current liabilities 5,081 15,128 -------- -------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common Stock .01 par value authorized 10,000,000 shares; issued and outstanding: 5,763,257 shares 58 58 Additional paid in capital 788 788 Retained earnings 1,478 383 -------- -------- Total stockholders' equity 2,324 1,229 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,405 $ 16,357 ======== ========
See Notes to Financial Statements. -14- 15 BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (IN THOUSANDS) (UNAUDITED) - --------------------------------------------------------------------------------
1996 1995 OPERATING ACTIVITIES: Net income (loss) $ 1,095 $ (55) Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 333 318 Changes in operating assets and liabilities: Accounts receivable 2,260 320 Amounts held on deposit for Thoroughbred horse owners 2,920 3,001 Income taxes receivable and payable 637 (372) Prepaid expenses and other assets (414) (671) Accounts payable (3,355) (1,839) Accrued liabilities (1,052) (1,445) Accrued purses (687) (1,850) Due to Thoroughbred horse owners (2,920) (3,001) Payable to California Jockey Club (349) (345) Uncashed pari-mutuel tickets and vouchers (4,321) (2,014) ------- ------- Net cash used in operating activities (5,853) (7,953) ------- ------- NET CASH USED IN INVESTING ACTIVITIES - Purchase of property, plant and equipment (884) (868) ------- ------- FINANCING ACTIVITIES: Proceeds from note payable - bank 2,000 Stock option exercised 4 ------- ------- Net cash provided by financing activities 2,000 4 ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (4,737) (8,817) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,318 8,944 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,581 $ 127 ======= =======
See Notes to Financial Statements. -15- 16 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited financial statements include condensed unaudited financial statements of California Jockey Club ("Cal Jockey") and Bay Meadows Operating Company ("Bay Meadows") on a combined basis and for each company individually. All significant affiliate and intercompany balances and transactions have been eliminated on the combined financial statements. The accompanying condensed unaudited financial statements should be read in conjunction with the companies' 1995 Annual Report. Net income per share is computed as net income divided by weighted average shares outstanding. Certain prior year amounts have been reclassified to conform to the 1996 presentation. In the opinion of management, all adjustments (consisting of only recurring adjustments) considered necessary for a fair presentation of the financial condition and results of operations for Cal Jockey and Bay Meadows individually, have been included in the financial statements. The results of operations for the six months ended June 30, 1996, are not indicative of the results that may be expected for the year ending December 31, 1996, because of the seasonal nature of the operations. 2. PROPERTY, PLANT AND EQUIPMENT At June 30, 1996, land held for sale included $2,129,000 in costs incurred to develop the land including zoning and engineering costs. No assurance can be gained that such activities will ultimately result in the development or sale of such land. -16- 17 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. DATED: December 13, 1996 CALIFORNIA JOCKEY CLUB /s/ James M. Harris ------------------------------------------------ James M. Harris President and Treasurer (Principal Executive and Financial Officer) BAY MEADOWS OPERATING COMPANY /s/ Frank Trigeiro ------------------------------------------------ Frank Trigeiro Vice President-Finance and Chief Financial Officer (Principal Financial Officer) -17- -----END PRIVACY-ENHANCED MESSAGE-----