Laurel Racing Association Limited Partnership
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1 Laurel Racing Association Limited Partnership Financial Statements as of and for the Years Ended December 31, 2014 and 2013, Other Financial Information for the Years Ended December 31, 2014 and 2013, and Independent Auditors' Reports
2 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1-2 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013: Balance Sheets Statements of Operations Statements of Changes in Partners' Deficit Statements of Cash Flows Notes to Financial Statements OTHER FINANCIAL INFORMATION FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013: Non-Wagering Revenues Operating Costs General and Administrative Expenses Miscellaneous Data AGREED UPON PROCEDURES REPORT RELATED TO OWNERSHIP
3 Deloitte. Deloitte & Touche UP 100 Kimball Drive Parsippany, NJ USA Tel : Fax: ww w.deloitte.com INDEPENDENT AUDITORS' REPORT To the Board of Directors and Partners of Laurel Racing Association Limited Partnership: We have audited the accompanying financial statements of Laurel Racing Association Limited Partnership (the "Company"), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of operations, partners'deficit and cash flows for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the desif,rn, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that arc free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on 'the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumsta,nces, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit a.i so includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Member of Deloitte Touche Tohmatsu
4 O pinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laurel Racing Association Limited Partnership as of December 31, 20 I 4 and 2013, and the results of its operations and its cash fl ows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Report on Supplementary Information Our a udits were conducted for the purpose of forming an opinion on the financial statements as a whole. The other financial infonnation listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the financial statements. This supplementary information is th e responsibility of the Company's management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. Such infom1ation has been subjected to the auditing procedures applied in our audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, such information is fairly stated in all material respects in relation to the financial statements as a whole. March 3 I,
5 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 ASSETS CURRENT ASSETS: Cash Accounts receivable-less allowance for doubtful accounts of $0 and $0 in and 2013, respectively Due from related party Prepaid expenses Total current assets PROPERTY AND EQUIPMENT: Land Buildings and land improvements Machinery, equipment, furniture, and fixtures Less accumulated depreciation Property and equipment- net OTHER NONCURRENT ASSETS TOTAL 2014 $ 2,020 3,138,175 1,305, ,765 4,980,331 12,042,289 5,802,437 2,494,600 20,339,326 (1,442,848) 18,896,478 2,887 $ 23,879, $ 2,020 1,497,731 1,225, ,291 3,202,165 12,042,289 3,365,197 1,995,451 17,402,937 ( 1, 156,426) 16,246,511 3,313 $19,451,989 (Continued) - 3 -
6 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 LIABI LITIES AND PARTNERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses Due to related parties Total current liabilities NOTE PAY ABLE TO AFFILIATE DUE TO RELATED PARTY Total liabilities PARTNERS ' DEFICIT TOTAL 2014 $ 1,917, ,763 2,492,584 3,551,160 23,121,492 29,165,236 {5,285,540) $23,879, $ 1,51 9,695 3,006,572 4,526,267 2,358,350 14,101,372 20,985,989 ( 1,534,000) $1 9,451,989 See notes to financial statements. (Concluded) - 4 -
7 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FO R THE Y EARS ENDED DECEMBER 31, 2014 AND REVENUES : Pari-mutuel wagering Admissions, parking, and other non-wagering Total revenues PURSES, AW ARDS, AND OTHER COSTS : Stakes and purses Signal fees Pari-mutuel taxes and licenses Pension funds Maryland million fund Totalisator and other expenses Total purses, awards, and other costs EXPENSES: Operating costs General and administrative Equity in loss of affiliated training center Equity in loss of affiliated off-track betting facilities Total expenses LOSS FROM OPERATIONS $ 24,208,962 $ 25,95 7,868 1,356,501 1,534,258 25,565,463 27,492,126 9,328,598 10,131,034 2,411,682 2,558, , , , , , , , ,130 13,467,315 14,461,330 17,530,152 17,257,574 2,626,460 2,259,643 1,193,236 1,189,202 9, ,852 21,359,412 21,214,271 (9,261,264) (8,183,475) OTHER INCOME (EXPENSE): Horsemen Purchase of Racing Days Subsidy from Racetrack Facility Renewal Account Other expense 5,516,674 (6,950) 3,000,000 NET LOSS $ (3,751,540) $ (5,183,475) - 5 -
8 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP STATEMENTS OF CHANGES IN PARTNERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 BALANCE-December 31, Net loss BALANCE- December 31, Net loss BALANCE-December 31, 2014 $ 3,649,475 (5,183,475) ( 1,534,000) (3, 751,540) $ (5,285,540) See notes to financial statements
9 LAU REL RACING ASSOCIATION LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FO R THE YEARS ENDED DECEMBER 31, 2014 AND 2013 OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation Equity in loss of affiliated training center Equity in loss of affiliated off-track betting facilities Loss on disposal of fixed asset Changes in operating assets and liabilities: Accounts receivable Prepaid expenses Accounts payable and accrued expenses Due from/to related parties Net cash used in operating activities INVESTING ACTIVITIES: Purchases of property, equipment and land improvements Proceeds from the sale of fixed assets Increase in investments in affiliates Net cash used in investing activities FINANCING ACTIVITIES: Proceeds from affiliate note payable Payments of notes to affiliates Due to related party Net cash provided by financing activities NET DECREASE IN CASH CASH-Beginning of year 2014 $ (3,751,540) 314,458 1,193,236 9,564 6,950 (1,640,444) (57,474) 398, 126 (2,512,057) (6,039,181) (2,985,876) 14,501 (1,202,374) (4,173,749) 1,192,810 9,020,120 10,212,930 2, $(5,183,475) 305,955 1,189, , ,752 (44,904) (229,443) (1,585,829) ( 4,599,890) (1,671,975) (1,694,738) (3,366,713) 2,358,350 (1,169,075) 6,773,872 7,963,147 (3,456) 5,476 CASH- End of year $ 2,020 $ 2,
10 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP NOTES TO FI NANCIAL STATEMENTS AS OF A ND FOR THE YEARS ENDED DECEMBER 31, 2014 AN D ORGANIZATION AND DESCRIPTION OF BUSINESS Laurel Racing Association Limited Partnership (the "Association") owns the real property and other assets comprising Laurel Park in Laurel, Maryland. The Association consists of the general partner, Laurel Racing Association, Inc., and a limited partner, Maryland Racing, Inc. (MRJ). The general partner has exclusive and complete discretion in the management and control of the Association. MRI through its wholly owned subsidiary MJC Racing (2007) LLC owns a 100% voting and equity interest in the Association and Pimlico Racing Association, Inc. (Pimlico). The Stronach Group (TSG) ultimately owns a 100% equity interest in MRI. The financial statements have been prepared using accounting principles generally accepted in the United States (U.S. GAAP). The Association and Pimlico are collectively referred to as The Maryland Jockey Club (MJC). Within the State of Maryland, MJC has the exclusive rights associated with providing pari-mutuel wagering on live thoroughbred racing and simulcast import thoroughbred racing. The accompanying financial statements have been prepared assuming that the Association will continue as a going concern. This basis of accounting contemplates the recovery of assets and satisfaction of liabilities in the normal course of business. Based on the Associations' working capital deficiency as of December 31, 2014 and 2013, and its current operating plan for the year ended December 31, 2015, there is an anticipated shortfall in working capital. TSG has agreed to support the Association in order to ensure it has sufficient operating capital through April 30, 20 16, if necessary. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates-The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect: the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from those estimates. Accounts Receivable- The allowance for doubtful accounts is based on management's evaluation and estimate of the probable loss. Property and Equipment-Property and equipment are recorded at acquisition cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives as follows: Furniture and fixtures Machinery and equipment Land improvements Buildings and improvements 3-7 years 3-7 years 15 years years - 8 -
11 As of December 31, 2014 and 2013, the Association has $5, 115,486 and $2,843,690, respectively, of land improvements not placed into service relating to costs associated with development activities, zoning upgrades, and clearing of parcels of land surrounding Laurel Park. Depreciation expense was $314,458 and $305,955 for the years ended December 31, 2014 and 201 3, respectively. Impairment of Long-Lived Assets-Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such events or changes in circumstances are present, the Association assesses the recoverability of the long-lived assets by determining whether the carrying value of such assets can be recovered through projected undiscounted cash flows. If the sum of expected future cash flows, undiscounted and without interest charges, is less than net book value, the excess of the net book value over the estimated fair value, based on discounted future cash flows and appraisals, is charged to operations in the period in which such impairment is determined by management. Accounting estimates related to long-lived assets are subject to significant measurement uncertainty and are susceptible to changes as such estimates require management to make forward-looking assumptions regarding cash flows and business operations. Revenue Recognition-The Association records gross wagering revenues associated with horse racing on a daily basis. Gross wagering revenues are generated on total mutuel play and reflect the amount earned by the Association after amounts are returned to the public. Wagering revenues are recognized gross of purses, stakes, awards, and pari-mutuel wagering taxes. The costs related to these amounts are shown as "stakes and purses" and "pari-mutuel taxes and licenses" in the accompanying statement of operations. Wagering revenues also include signal fees earned on wagering at non-maryland locations on live racing conducted by the Association. Non-wagering revenues include admissions, parking, publications, management fees, sponsorship and advertising, rental income, and other non-wagering revenues. Revenues from admissions and parking are recorded on a daily basis, except for seasonal amounts, which are recorded ratably over the racing season or when the related racing event occurs. Revenues from publication sales are recorded at the time of sale. Revenues from sponsorship and advertising, management fees, and rental income are recorded ratably over the terms of the respective agreements or when the related event occurs. Wagering Communities-The Association entered into agreements with Pimlico and affiliated off track betting facilities and created two separate wagering communities. These two communities consist of the Association and Pimlico and affiliated off-track betting facilities. The affiliated off-track betting facilities are more fully described in Note 3. Signal Fees- Signal fees are based on an established percentage of the mutuel play. These amounts represent signal fees paid to non-maryland racetracks by the Association. Employee Benefit Plans-Maryland law requires Maryland racetracks to withhold a specified percentage of mutuel play for employee benefits. Payments are remitted to the Maryland Race Track Employees' Pension Fund (MRTEPF) on behalf of their employees, and the residual is remitted to a plan sponsored by the State of Maryland covering state employees working at Maryland racetracks. Such contributions are reflected in the accompanying statement of operations as "pension funds." Under these plans, the Association is not required to fund any additional amount beyond amounts withheld based on pari-mutuel play
12 The Association and Pimlico contribute to a multiemployer defined benefit pension plan under the terms of the collective-bargaining agreement that covers its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: Assets contributed to the multi employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If the Association and Pimlico choose to stop participating in its multiemployer plan, the Association and Pimlico may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Association and Pimlico' s participation in this plan for the annual period ended December 31, 2014, is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number-(EIN) and the three-digit plan number, if applicable. The most recent Pension Protection Act (PPA) zone status available is for the plan's year-end at December 31, 2013, and December 31, 2012, respectively. The zone status is based on information that the Association and Pimlico received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The financial improvement plan (FIP)/rehabilitation plan (RP) or "FIP/RP Status Pending/Implemented" column indicates plans for which a (FIP) or a (RP) is either pending or has been implemented. The last column lists the expiration date of the collective- bargaining agreement to which the plan is subject. Finally, the annual contributions made to the Association and Pimlico's multiemployer plan reflect increases in minimum levels as required by the RP. Under the RP, the Association and Pimlico are subject to Alternative Schedule One, which requires annual contribution increases of 10.2% through July I, Pension Protection Expiration Act Zone Status Contributions of Date of FIP/RP Status Association Collective- EIN/Pension Pending/ Surcharge Bargaining Pension Fund Plan Number Implemented Imposed Agreement MRTEPF Red Red Yes $432,805 $371,302 No December 31, 2017 TSG sponsors a defined contribution plan for eligible nonunion employees and the Association and Pimlico equally share the costs associated with administering the plan. The Association matches 50% of the first 6% of qualified compensation contributed by eligible employees. For the years ended December 31, 2014 and 2013, the Association recognized $44,648 and $44,804, respectively, in contribution expense. Additionally, the Association and Pimlico sponsor a defined contribution plan for all eligible union employees and the Association and Pimlico split the costs associated with plan administration. The plan does not require the Association to make contributions. However, the Association may voluntarily elect to make contributions. For the years ended December 31, 2014 and 2013, the Association did not make any contributions to this plan
13 Advertising Costs- The Association generally expenses costs of advertising at the time the advertising program commences. However, costs incurred with respect to promotions for specific live race days are expensed on the applicable race day. The total amount charged to advertising expense during the years ended December 31, 2014 and 2013, was $986,630 and $935,504, respectively. Income Taxes-The Association's financial statements include only the accounts and transactions of the Association's business. For income tax purposes, income or loss of the Association is included in the tax returns of the partners, and therefore, no income taxes are reflected in the Association's financial statements. In accordance with Accounting Standards Codification (ASC) Topic 740, Income Taxes, the Company periodically evaluates its tax position, to evaluate whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on its technical merits. As of December 31, 2014 and 2013, the Company has not established a liability for uncertain tax positions. Racing Days and Inter-Track Wagering Fees- The statement of operations reflects the results of 107 and 110 days of live racing conducted during the years ended December 31, 2014 and 2013, respectively. Legislation authorizes inter-track wagering and off-track betting between the Association and Pimlico. For the years ended December 31, 2014 and 2013, the Association generated gross wagering revenues on Pimlico's live racing conducted on 35 and 29 days, respectively. For the years ended December 31, 2014 and 2013, Pimlico generated gross wagering revenues on the Association 's live racing conducted on 107 and 110 days, respectively. The total mutuel play at the Association was $69,547,332 and $76,396,897 for the years ended December 31, 2014 and 2013, respectively. 3. INVESTMENTS IN AFFILIATES Affiliated Off-Track Betting Facilities-The Association entered into agreements with Pimlico and an unaffiliated Maryland standardbred racetrack to form Maryland OTB Facilities LLC (Maryland OTB) and New Maryland OTB Facilities LLC (New Maryland OTB), collectively referred to as "affiliated offtrack betting facilities." On June 3, 2009, the unaffiliated Maryland standardbred racetrack filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland. On April 11, 2011, the Association and Pimlico entered into a settlement agreement with the unaffiliated Maryland standardbred racetrack that conveyed, transferred and assigned all of its rights, title and/or interest in Maryland OTB and New Maryland OTB to the Association and Pimlico. Maryland OTB was formed to account for the operations from one Maryland off-track betting facility. New Maryland OTB was formed to operate a separate Maryland off-track betting facility, in addition to accounting for the operations. The Association and Pimlico each have a 50% equity interest in both Maryland OTB and New Maryland OTB which are accounted for under the equity method. Both the Association and Pimlico share proportionately in any gains or losses
14 Summarized financial information for the affiliated off-track betting facilities as of and for the years ended December 31, 2014 and 2013, is as follows : Assets: Cash Other current assets Property and equipment Due from related parties Total assets Liabilities: Accounts payable and accrued expenses Pari-mutuel tickets outstanding Due to related parties Total liabilities 2014 $ 125,032 46,556 3,601 1,066,738 $1,241,927 $ 94, ,753 2,179,241 $2,404, $ 81, ,976 6,769 1,058,135 $ 1,276,035 $ 387, ,217 1,931,588 $2,438,474 As of December 31, 2014 and 2013, the Association has recorded $800 and $800, respectively, within "other noncurrent assets" which represents the Association's equity interests in the affiliated off-track betting facilities. During the years ended December 31, 2014 and 2013, the Association made capital contributions to the affiliated off-track betting facility of $9,564, and $507,852, respectively. Operations: Revenues Purses, awards, costs, and other operating expenses Lease termination costs Interest expense Net loss applicable to the Association and Pimlico $ 1,068,395 (1,087,522) $ (19,127) 2013 $ 2,112,058 (2,850,725) (265,876) (11,162) $(1,015,705) Affiliated Training Center- The Association indirectly owns a 50.5% interest in Southern Maryland Agricultural Association (SMAA), which owns and operates the Bowie Race Course Training Center. The Association's investment in SMAA is accounted for under the equity method and, accordingly, is carried at cost as adjusted for capital contributions and its proportionate share of the training center costs. As of December 31, 2014 and 2013, the Association has recorded $1,087 and $1,51 3, respectively, within "other noncurrent assets" which represents the Association's equity interest in SMAA
15 Summarized financial information for the affi liated training center as of and for the years ended December 31, 2014 and 2013, is as follows: Assets: Other current assets $ 126, 733 $ 80,420 Fixed assets- net 332, ,884 Notes receivable from affiliates 7,032,000 4,670,000 Total assets $7,490,960 $ 4,968,304 Liabilities: Accounts payable and accrued expenses $ 143,507 $ 122,871 Due to related parties 7,345,298 4,842,434 Total liabilities $7,488,805 $4,965,305 During the years ended December 31, 2014 and 2013, the AssoCiation made no capital contributions. Operations: Revenues Operating expenses Other expenses Net loss applicable to the Association and Pimlico 2014 $ 48,599 (2,359,604) (51,839) $ (2,362,844) 2013 $ 64,916 (2,372,959) (46,813) $ (2,3 54,856) The Association and Pimlico are responsible under Maryland racing law for costs of operations, maintenance, and improvements to the training facility. 4. NOTE PAY ABLE TO AFFILIATE The Association as of December 31, 2014 and 2013, has the following promissory note agreement with an affiliate: Non-interest bearing note payable to SMAA due December 31, 2016 Non-interest bearing note payable to SMAA due December 31, 2017 $2,358,350 $2,358,350 1, 192,810 $3,551,160 $2,358,
16 5. LAND LEASE AND GUARANTEE In 2000, the Association began leasing to a not-for-profit entity, for a nominal amount, approximately three acres ofland within Laurel Park for the development of two dormitories. The dormitories provide housing and improved quality of life for some of the backstretch workers at Laurel Park. As part of the lease and dormitory financing agreement, leased land is restricted by deed through 2050 for the purpose oflow-income housing, subject to certain exceptions. The Association agreed to manage the dormitories and deposit approximately $4,000 per year through 2040 in a collateral account to enable the not-for-profit entity to make principal payments on its indebtedness. The Association also guaranteed performance by the not-for-profit entity of its nonmonetary obligations, payment of all operating deficits incurred by the project, and annual principal payments of $2,500 of certain indebtedness through The Association is also responsible for all costs of the project not covered by rent. Since the guarantees were established, the Association has not been responsible for any cash disbursements associated with this project. 6. OTHER AFFILIATED CORPORATIONS Race Track Payroll Account, Inc.-The Association and Pimlico each own 50% of Race Track Payroll Account, Inc. (RTPA). RTPA administers and processes payroll transactions for the Association. As of December 31, 2014 and 2013, the Association has recorded $500 and $500, respectively, within "other noncurrent assets" which represents the Association's equity interest in RTPA. For the years ended December 31, 2014 and 2013, RTPA recorded net income (loss) of zero. Summarized balance sheet _information as of December 31, 2014 and 2013, for RTPA is as foll ows: Assets: Cash $322,127 $ 337,472 Total assets $322,127 $337,472 Liabilities: Accounts payable and accrued expenses $ 21,957 $ 49,818 Due from affiliates 306, ,573 Total liabilities $328,046 $343,391 Maryland Thoroughbred Purse Account, Inc.-The Association and Pimlico, with the concurrence of the Maryland Thoroughbred Horsemen's Association (Horsemen), formed Maryland Thoroughbred Purse Account, Inc. (MTPA) to manage, invest, and in all respects administer, the Horsemen's share of the monies derived from mutuel play conducted by the Association and Pimlico. MTP A is owned 50% each by the Association and Pimlico. As of December 31, 2014 and 2013, the Association has recorded $500 and $500, respectively, within" other noncurrent assets" which represents the Association's equity interest in MTPA. The Association was not charged any fees for the years ended December 31, 2014 and
17 2013. In the event there are expenses in excess of revenues, the amount shall be offset against the Horsemen Owners' liabilities. Summarized balance sheet information as of December 31, 2014 and 2013, for MTPA is as follows: Assets: Restricted cash for payment of Horsemen Owners' liabilities Accounts receivable-net Prepaid expenses Due from affiliates Total assets Liabilities: Horsemen Owners' liabilities Accounts payable and accrued expenses Total liabilities $ $ $ $ 1,484,482 $ 3,641,266 3,542,584 3,11 2, ,774 1,822,429 4,784,567 6,849,495 $ 11,685,304 5,551,675 $1 0, 101,483 1,297,820 1,583,821 6,849,495 $ 11,685, RELATED PARTY TRANSACTIONS The Association has amounts due to Pimlico as ofdecember 31, 2014 and 2013, of$20,121,492 and $11, 101,372, respectively, that have been classified as non-current liabilities in the accompanying balance sheet since Pimlico will not seek repayment of these amounts through at least January 1, In 2015, Pimlico will review what repayment terms should be developed to satisfy these amounts. TSG charges the Association and Pimlico for certain operating expenses that TSG has paid on behalf of the Association and Pimlico. These charges were allocated to the Association through the intercompany accounts between the Association and Pimlico. As of December 31, 2014, there were $3,000,000 and $26,775,306 due to TSG from the Association and Pimlico, respectively, for such operating expenses reimbursement. As of December 31, 2013, there were $3,000,000 and $15,096,561 due to TSG from the Association and Pimlico, respectively, for such operating expenses reimbursement. During the years ended December 31, 2014 and 2013, food and beverage services were provided by Maryland Turf Caterers, Inc. (MTC). As of December 31, 2014 and 2013, amounts due to MTC for food and beverage services were $411, 117 and $323,584, respectively, and have been included in due to related parties. The Association uses totalisator equipment in its operations under a long-term agreement with a wholly owned subsidiary oftsg. Expense under this agreement is based on negotiated percentages of the daily pari-mutuel play, plus additional negotiated services. This totalisator expense was $273,067 and $326,313 for the years ended December 31, 2014 and 2013, respectively. 8. FAIR VALUE MEASUREMENTS The carrying amounts of the Association's cash, accounts receivable, prepaid expenses, due from/to related parties and accounts payable approximate their fair values given the short-term nature of such items
18 9. CREDIT RISK The Association's financial assets that are exposed to credit risk consist primarily of accounts receivable and due from related parties. 10. CONTRACTS, COMMITMENTS, AND CONTINGENCIES The Association generates a substantial amount of its revenues from wagering activities, and therefore, it is subject to the risks inherent in the ownership and operation of a racetrack. These include, among others, the risks normally associated with changes in the general economic climate, trends in the gaming industry, including competition from other gaming institutions primarily outside of Maryland and state lottery commissions, and possible changes in tax laws and gaming laws. In the ordinary course of business activities, the Association may be contingently liable for litigation and claims with customers, suppliers, former employees and others. Management believes that adequate provisions have been recorded in the accounts where required. Although it is not possible to accurately estimate the extent of potential costs and losses, if any, management believes, but can provide no assurance, that the ultimate resolution of such contingencies would not have a material adverse effect on the financial position of the Association. In accordance with the Budget Reconciliation and Financing Act of201 I (the "Act") as passed by the Maryland legislature, the Association and Pimlico were granted subsidies to conduct the race meetings, pari-mutuel wagering and stabling activities at Laurel Park and Pimlico Race Course during The amount authorized in accordance with the Act for the year ended December 31, 2013 was $6,000,000 and shared equally between the Association and Pimlico. The Association and Pimlico were parties to an agreement with the Horsemen that expired on December 31, Pursuant to this agreement, the Horsemen contributed $4,000,000 towards the costs of simulcasting to the Association and Pimlico. The Association and Pimlico are parties to an agreement with the Horsemen that expires December 31, Pursuant to this agreement, the Horsemen have the option to purchase and operate racing days from the Association and Pimlico and agreed to allocate a portion of their statutory share of in-state wagering revenues and agreed upon simulcast fee revenues to the Association and Pimlico. During 2014, the Horsemen purchased 42 days and paid $5,516,674 to the Association. In addition, the Horsemen re-allocated $1,914,289 to the Association and $1,675,299 to Pimlico from the Horsemen's share of in-state wagering revenues and simulcast fees during the year ended December 31, SUBSEQUENT EVENTS The Association has evaluated subsequent events through March 31, 2015, which was the date these financial statements were available to be issued. * * * * * *
19 OTHER FINANCIAL INFORMATION
20 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP NON-WAGERING REVENUES FOR THE YEARS ENDED DECEMBER 31, 2014 AND Publications Simulcast income Service centers Admissions Sale of manure and straw Management fee Parking Lottery Other $ 413, , ,633 94, ,756 61,018 29, , ,634 $1,356,501 $ 440, , , ,068 74,293 64,921 30,408 16, ,276 $ 1,5 34,258 See notes to financial statements
21 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP OPERATING COSTS FOR THE YEARS ENDED DECEMBER 31, AND 2013 Salaries and wages Outside services Payroll taxes and employee benefits Utilities Advertising, publicity, and promotion Operating supplies Publication cost of sales Maintenance and repairs Insurance Depreciation Taxes and licenses Equipment rental Communications Travel, meals, and entertainment Other 2014 $ 6,892,062 2,750,843 2,215,933 1,823, , , , , , , , ,152 70,814 66,232 71,379 $17,530, $ 6,933,219 2,695,320 2,256,633 1,51 3, , , , , , , , ,355 53,224 53,975 97,598 $17,257,574 See notes to financial statements
22 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2014 AND Pre-development costs Administrative salaries and wages Professional fees Payroll taxes and employee benefits Travel, meals, and entertainment Communications Charitable contributions Office supplies Office equipment rental Other $ 902, , , ,840 33,893 33,792 25,015 14,997 8, , 185 $ 2,626,460 $ 79, , , ,424 43,046 30,559 24,476 18,680 9, ,783 $2,259,643 See notes to financial statements
23 LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP MISCELLAN EOUS DATA FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 PROFESSIONAL FEES-Attorney fees: Rifki n, Livingston, Levitan & Silver, P.C. Other 2014 $217,989 47, $770,069 45,215 $265,079 $815,284 ACCOUNTING AND AUDITING FEES: Deloitte & Touche LLP* Gegorek & Company, P.A. $ 95, $ 81,982 8,920 $ 95,526 $ 90,902 * Amount represents an allocation determined by TSG as part of their overall audit engagement with Deloitte & Touche LLP. See notes to financial statements
24 Deloitte ~~ De loitte & To uche LLP 100 Kimball Drive Parsippa ny, NJ 0705~ 0319 USA Te l: Fax: w1,,1vvv.deloitte.corn INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED UPON PROCEDURES Maryland Jockey Club of Baltimore City, Inc. Pi mlico Racing Association, lnc. Laurel Racing Association Limited Partnersh ip Dear Sirs, We have performed the procedures enumerated below, which were agreed to by Pimlico Racing Association, Inc. and Laurel Racing Association Limited Partnership (collectively the "Companies" or "The Maryland Jockey Club" or the ''Licensee"), solely to assist you with respect tu the Companies' reporting of certain information with regard to the ownership of racetracks in Mal)' land. The report ing of ownership is required by the Business Regulation Article of the Mal) 1 land Code, Section J l-3 l 4(a): "The Commission shall require each licensee to keep records that show the beneficial ownership of the stock of the 1 icensee, \vhether or not the beneficial ownership is registered or stated on the stock." This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American lnstitute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and the associated findings are as follows: l. We obtained the Affidavit of Licensee Ownership and Other Financial Interests in Horse Racing (the "Affidavit") from the Companies, which includes the beneficial ownership percentages for each entity of The Maryland Jockey Club. II. For the beneficial owners identified as having an ownership interest greater than 2% on the Affidavit, we compared such amounts to supporting stock certificates or other permissible documentation obtained from the Licensee and noted no exceptions, except as detailed bel ow: 1. The Affidavit of Licensee Ownership, at the close of business on December 31, 2014, stated that the total number of authorized shares of capital stock of Pimlico Racing Association, Inc. is 20,000, of which 10,000 shares are Class A Common Stock and 10,000 shares are Class B Common Stock. The total number of shares of capital stock issued and outstanding is l 0,000, of \vhich 1,000 are Class A Common Stock and 9,000 are Class B Common Stock. We obtained copies of stock certificates for the l,000 shares of Class A Common Stock and 9,000 shares of Class B Common Stock noting MJC Racing (2007) LLC owns I 00% of the outstanding stock of Pimlico Racing Association, Inc. Member of Deloitte Touche Tohmatsu
25 2. The Affidavit of Licensee Ownership, at the close of business on December 3 1, 2014, stated that the total number of authorized shares of capital stock of Laurel Racing Association, Inc. is 20,000, of which 9, shares are Class A Common Stock and 10, l shares arc Class B Common Stock. The total number of shares of capital stock issued and outstanding is 7,500, of which arc Class A Common Stock and 6, are Class B Common Stock. We obtained copies of stock certificates for the shares of Class A Common Stock and 3,977.5 shares of Class B Common Stock noting MJC Racing (2007) owned such shares. We were unable to obtain a copy of the stock certificate for 2, shares of Class B Common Stock. We obtained an affidavit of loss indicating that MJC Racing (2007) LLC is the legal and registered owner of the stock certificate; however the certificate has been lost or stolen. We were not engaged to, and did not conduct an audit, the objective of which would be the expression of an opinion on the beneficial ownership percentages for each entity of The Maryland Jockey Club. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that \VOuld have been reported to you. T his report is intended solely for th~ information and use of the specified parties listed above and is not intended to be and should not be used by anyone other than these specified parties. March 3 1, 20 I 5
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