-----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, EI/ZUxh6SZ9ylTM33Tb2BOgi1WuW5LERt+ziSAjM8R61yQUOxVv5TXVDbonhsOx6 db0fUQaJlFXaUSBQmTn3eA== 0000950149-96-002036.txt : 19961216 0000950149-96-002036.hdr.sgml : 19961216 ACCESSION NUMBER: 0000950149-96-002036 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 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: 96680664 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: 96680665 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 March 31, 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 118 racing days for the year ending December 31, 1996 versus 108 racing days for 1995. Of these days, Bay Meadows conducted 63 days of racing in the three months ended March 31, 1996 versus 20 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 March 31, 1996 Compared with Quarter Ended March 31, 1995 Total revenues for California Jockey Club ("Cal Jockey") increased $1,435,000 (259%) for the three months ended March 31, 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 $1,412,000 as a result of 43 more racing days in the first three months of 1996 than in the same period in 1995. Expenses for the three months ended March 31, 1996, increased $83,000 (26%), primarily as a result of professional fees incurred in 1996. Liquidity and Capital Resources The liquid assets (cash and marketable securities) of Cal Jockey increased to $10,212,000 at March 31, 1996, from $9,253,000 at December 31, 1995. This increase was the result of rental payments received from Bay Meadows. Additionally, securities available for sale increased $338,000 due to an increase in the market value of the securities. Receivables from Bay Meadows increased $1,439,000 due to rental of the racing facility in connection with the annual racing meet. Cal Jockey has guaranteed a $6,000,000 line of credit that Bay Meadows has with a bank, which expires on May 31, 1996. As of March 31, 1996, there were no borrowings outstanding on this 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 Subsidiaries Results of Operations: Quarter Ended March 31, 1996 Compared with Quarter Ended March 31, 1995 Total revenues increased $17,105,000 (259%) for the three months ended March 31, 1996 compared with the same period in 1995. This was due to an increase in pari-mutuel revenues of $15,563,000. Pari-mutuel revenues increased due primarily to there being 43 more racing days in the first three months of 1996 than in the same period in 1995. - 2 - 3 Other revenues were positively impacted by the same factors which affected pari-mutuel revenues. Admissions, program, parking and other racing income increased $751,000, and concession sales increased $398,000. In addition, interest income increased due to higher investment balances. Total costs and expenses increased $14,096,000 (249%) for the three months ended March 31, 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 ($6,745,000), (ii) commissions paid to guest locations ($1,110,000), (iii) direct operating costs ($3,921,000) and (iv) racing facility rental ($1,417,000). Liquidity and Capital Resources The liquid assets (cash and cash equivalents) of Bay Meadows decreased to $4,782,000 at March 31, 1996, from $6,318,000 at December 31, 1995. This decrease is primarily due to the use of funds for the settlement of liabilities following the conclusion of the racing meet. Amounts held on deposit for Thoroughbred horse owners and due to Thoroughbred horse owners decreased $3,054,000 due to the completion of the racing meet. Accounts payable and accrued liabilities decreased $1,508,000 due to the settlement of liabilites related to the racing meet. Uncashed pari-mutuel tickets and vouchers decreased $4,381,000 due to the completion of the racing meet. Amounts payable to Cal Jockey increased $1,439,000 due to the rental of the racing facility. 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 a $6,000,000 bank line of credit that expires on May 31, 1996, for which Cal Jockey has guaranteed all borrowings. As of March 31, 1996, there were no borrowings outstanding on this 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 March 31, 1996, Bay Meadows' current liabilities exceeded its current assets by $1,536,000. The current ratio (current assets to current liabilities) was .82 to 1 at March 31, 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 THREE MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) - --------------------------------------------------------------------------------
BAY MEADOWS CALIFORNIA OPERATING JOCKEY COMPANY AND CLUB SUBSIDIARY ELIMINATIONS COMBINED REVENUES: Pari-mutuel revenue $ 22,833 $ 22,833 Producer fees 398 398 Admissions, programs, parking and other racing income 1,935 1,935 Concession sales 855 855 Rental of racing facility $ 2,212 140 $(2,212) 140 Interest and dividend income 123 86 (4) 205 Other income 3 445 448 ---------- ---------- ------- ---------- Total 2,338 26,692 (2,216) 26,814 ---------- ---------- ------- ---------- COSTS AND EXPENSES: Purses and incentive awards 9,634 9,634 Commissions paid to guest tracks 1,599 1,599 Direct operating costs 8,071 8,071 Cost of concession sales 233 233 Depreciation and amortization 230 166 396 Racing facility rental 2,218 (2,212) 6 Marketing 611 611 General and administrative expense 177 1,025 (4) 1,198 ---------- ---------- ------- ---------- Total 407 23,557 (2,216) 21,748 ---------- ---------- ------- ---------- INCOME BEFORE INCOME TAX PROVISION 1,931 3,135 5,066 INCOME TAX PROVISION 1,258 1,258 ---------- ---------- ------- ---------- NET INCOME $ 1,931 $ 1,877 $ -- $ 3,808 ========== ========== ======= ========== NET INCOME PER SHARE $ .34 $ .33 $ .66 ========== ========== ========== 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 INCOME THREE MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) - --------------------------------------------------------------------------------
BAY MEADOWS CALIFORNIA OPERATING JOCKEY COMPANY AND CLUB SUBSIDIARY ELIMINATIONS COMBINED REVENUES: Pari-mutuel revenue $ 7,270 $ 7,270 Producer fees 145 145 Admissions, programs, parking and other racing income 1,184 1,184 Concession sales 457 457 Rental of racing facility $ 800 164 $(800) 164 Interest and dividend income 101 61 162 Other income 2 306 (3) 305 ---------- ---------- ----- ---------- Total 903 9,587 (803) 9,687 ---------- ---------- ----- ---------- COSTS AND EXPENSES: Purses and incentive awards 2,889 2,889 Commissions paid to guest tracks 489 489 Direct operating costs 4,150 4,150 Cost of concession sales 158 158 Depreciation and amortization 241 159 400 Racing facility rental 801 (800) 1 Marketing 310 310 General and administrative expense 83 476 (3) 556 Card club costs 29 29 ---------- ---------- ----- ---------- Total 324 9,461 (803) 8,982 ---------- ---------- ----- ---------- INCOME BEFORE INCOME TAX PROVISION 579 126 705 INCOME TAX PROVISION 58 58 ---------- ---------- ----- ---------- NET INCOME $ 579 $ 68 $-- $ 647 ========== ========== ===== ========== NET INCOME PER SHARE $ .10 $ .01 $ .11 ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,753,257 5,753,257 5,753,257 ========== ========== ==========
See Notes to Financial Statements. - 5 - 6 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY COMBINED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,129 $ 7,307 Securities available for sale (at fair value) 1,525 1,187 Securities held to maturity (at cost) 7,340 7,077 Amounts held on deposit for Thoroughbred horse owners 2 3,056 Accounts receivable (net of allowance for doubtful accounts of $132 in 1996 and $82 in 1995) 1,482 2,442 Prepaid expenses 530 377 -------- -------- Total current assets 17,008 21,446 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Land 691 691 Land held for sale 2,271 1,954 Racing plant 23,705 23,906 Tennis facility 308 308 Equipment and leasehold equipment 10,724 10,088 -------- -------- Total 37,699 36,947 Accumulated depreciation and amortization (21,116) (20,759) -------- -------- Property, plant and equipment - net 16,583 16,188 -------- -------- OTHER ASSETS (net of accumulated amortization of $1,260 in 1996 and $1,221 in 1995) 185 223 -------- -------- DEFERRED INCOME TAXES 78 78 -------- -------- TOTAL ASSETS $ 33,854 $ 37,935 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,844 $ 4,676 Accrued liabilities 1,870 1,530 Accrued purses 549 1,014 Due to Thoroughbred horse owners 2 3,056 Income taxes payable 1,240 75 Uncashed pari-mutuel tickets and vouchers 96 4,477 -------- -------- Total current liabilities 6,601 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 8,625 4,817 Unrealized gain (loss) on securities available for sale 127 (211) -------- -------- Total stockholders' equity 27,253 23,107 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,854 $ 37,935 ======== ========
See Notes to Financial Statements. - 6 - 7 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY COMBINED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (IN THOUSANDS) - --------------------------------------------------------------------------------
1996 1995 OPERATING ACTIVITIES: Net income $ 3,808 $ 647 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 396 400 Property transfer 201 Changes in operating assets and liabilities: Accounts receivable 960 (380) Amounts held on deposit for Thoroughbred horse owners 3,054 2,784 Income taxes receivable and payable 1,165 (372) Prepaid expenses and other current assets (153) (516) Accounts payable (1,832) (1,920) Accrued liabilities 340 (706) Accrued purses (465) (1,398) Due to Thoroughbred horse owners (3,054) (2,784) Uncashed pari-mutuel tickets and vouchers (4,381) (1,726) ------- ------- Net cash provided by (used in) operating activities 39 (5,971) ------- ------- INVESTING ACTIVITIES: Purchase of securities held to maturity (3,638) (4,130) Maturities of securities held to maturity 3,375 3,860 Purchase of property, plant and equipment (954) (626) ------- ------- Net cash used in investing activities (1,217) (896) ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (1,178) (6,867) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,307 9,356 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,129 $ 2,489 ======= =======
See Notes to Financial Statements. - 7 - 8 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY SEPARATE AND COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) - --------------------------------------------------------------------------------
BAY MEADOWS CALIFORNIA OPERATING JOCKEY COMPANY AND CLUB SUBSIDIARY ELIMINATIONS COMBINED Balance at January 1, 1996 $21,878 $1,229 $23,107 Net income 1,931 1,877 3,808 Unrealized gain on securities available for sale 338 338 ------- ------ ------- Balance at March 31, 1996 $24,147 $3,106 $27,253 ======= ====== =======
See Notes to Financial Statements. - 8 - 9 CALIFORNIA JOCKEY CLUB AND BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY SEPARATE AND COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) - --------------------------------------------------------------------------------
BAY MEADOWS CALIFORNIA OPERATING JOCKEY COMPANY AND CLUB SUBSIDIARY ELIMINATIONS COMBINED Balance at January 1, 1995 $21,970 $748 $22,718 Net income 579 68 647 Unrealized gain on securities available for sale 175 175 ------- ---- ------- Balance at March 31, 1995 $22,724 $816 $23,540 ======= ==== =======
See Notes to Financial Statements. - 9 - 10 CALIFORNIA JOCKEY CLUB BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS) - --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,347 $ 989 Securities available for sale (at fair value) 1,525 1,187 Securities held to maturity (at cost) 7,340 7,077 Accounts receivable 8 7 Receivable from Bay Meadows Operating Company 2,008 569 -------- -------- Total current assets 12,228 9,829 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Land 691 691 Land held for sale 2,271 1,954 Racing plant 23,705 23,906 Tennis facility 308 308 Equipment 456 456 -------- -------- Total 27,431 27,315 Accumulated depreciation (15,227) (14,997) -------- -------- Property, plant and equipment - net 12,204 12,318 -------- -------- TOTAL ASSETS $ 24,432 $ 22,147 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 172 $ 129 Accrued liabilities 113 140 -------- -------- Total current liabilities 285 269 -------- -------- 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 6,365 4,434 Unrealized gain (loss) on securities available for sale 127 (211) -------- -------- Total stockholders' equity 24,147 21,878 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,432 $ 22,147 ======== ========
See Notes to Financial Statements. - 10 - 11 CALIFORNIA JOCKEY CLUB STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (IN THOUSANDS) - --------------------------------------------------------------------------------
1996 1995 OPERATING ACTIVITIES: Net income $ 1,931 $ 579 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 230 241 Property transfer 201 Changes in operating assets and liabilities: Accounts receivable (1) 38 Receivable from Bay Meadows Operating Company (1,439) (589) Prepaid expenses and other assets 28 Accounts payable 43 (81) Accrued liabilities (27) 16 ------- ----- Net cash provided by operating activities 938 232 ------- ----- INVESTING ACTIVITIES: Purchase of securities held to maturity (3,638) (4,130) Maturities of securities held to maturity 3,375 3,860 Purchase of property, plant and equipment (317) (254) ------- ----- Net cash used in investing activities (580) (524) ------- ----- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 358 (292) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 989 412 ------- ----- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,347 $ 120 ======= =====
See Notes to Financial Statements. - 11 - 12 BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) - --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, 1996 1995 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,782 $ 6,318 Amounts held on deposit for Thoroughbred horse owners 2 3,056 Accounts receivable (net of allowance for doubtful accounts of $132 in 1996 and $82 in 1995) 1,474 2,435 Prepaid expenses and other current assets 530 377 -------- -------- Total current assets 6,788 12,186 -------- -------- PROPERTY, PLANT AND EQUIPMENT: Equipment and leasehold improvements 10,268 9,631 Accumulated depreciation and amortization (5,889) (5,761) -------- -------- Property, plant and equipment - net 4,379 3,870 -------- -------- OTHER ASSETS (net of accumulated amortization of $1,260 in 1996 and $1,221 in 1995) 185 223 -------- -------- DEFERRED INCOME TAXES 78 78 -------- -------- TOTAL ASSETS $ 11,430 $ 16,357 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,672 $ 4,547 Accrued liabilities 1,757 1,390 Accrued purses 549 1,014 Due to Thoroughbred horse owners 2 3,056 Payable to California Jockey Club 2,008 569 Income taxes payable 1,240 75 Uncashed pari-mutuel tickets and vouchers 96 4,477 -------- -------- Total current liabilities 8,324 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 2,260 383 -------- -------- Total stockholders' equity 3,106 1,229 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,430 $ 16,357 ======== ========
See Notes to Financial Statements. - 12 - 13 BAY MEADOWS OPERATING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (IN THOUSANDS) - --------------------------------------------------------------------------------
1996 1995 OPERATING ACTIVITIES: Net income $ 1,877 $ 68 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 166 159 Changes in operating assets and liabilities: Accounts receivable 961 (418) Amounts held on deposit for Thoroughbred horse owners 3,054 2,784 Income taxes receivable and payable 1,165 (372) Prepaid expenses and other assets (153) (544) Accounts payable (1,875) (1,839) Accrued liabilities 367 (722) Accrued purses (465) (1,398) Due to Thoroughbred horse owners (3,054) (2,784) Payable to California Jockey Club 1,439 589 Uncashed pari-mutuel tickets and vouchers (4,381) (1,726) ------- ------- Net cash used in provided by operating activities (899) (6,203) ------- ------- NET CASH USED IN INVESTING ACTIVITIES - Purchase of property, plant and equipment (637) (372) ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (1,536) (6,575) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,318 8,944 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,782 $ 2,369 ======= =======
See Notes to Financial Statements. - 13 - 14 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 three months ended March 31, 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. - 14 - 15 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) - 15 - -----END PRIVACY-ENHANCED MESSAGE-----