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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996
SCIOTO DOWNS, INC.
COLUMBUS, OHIO
EMPLOYER I.D. NO. 31-4440550
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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MARK ONE
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
to
For the transition period from
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Commission file number 0-1365
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SCIOTO DOWNS, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 31-4440550
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
6000 South High Street, Columbus, Ohio 43207
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (614) 491-2515
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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FORM 10-K, CONTINUED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT
Common Stock
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(Title of Class)
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, and (2) has been subject to such filing
requirements for the past ninety (90) days.
YES X NO
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The aggregate market value of the Registrant's voting stock held by
nonaffiliated stockholders as of December 20, 1996 was $3,399,200 or $14.00 per
share.
Registrant has only one class of shares outstanding, namely, common
shares. The number of common shares outstanding as of December 20, 1996 was
595,767.
Portions of the following documents are incorporated by reference:
1. Portions of the Annual Report to Stockholders for the year ended
October 31, 1996 are incorporated by reference in Part II.
2. Portions of Scioto Downs, Inc.'s definitive Proxy Statement furnished
to stockholders in connection with the Annual Meeting of Stockholders
to be held February 12, 1997 are incorporated by reference in Part
III.
The Exhibit index is on page 9.
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PART I
ITEM 1. BUSINESS
The Registrant's sole business is the ownership and operation of a
harness horse racing facility located at 6000 South High Street, Columbus, Ohio.
Racing operations at the South High Street facility were started in 1959, and
there has been no material change in the method of conducting its business. In
addition to the race track itself, there are parking, grandstand, clubhouse, and
eating facilities for Registrant's customers and barn and stable facilities for
the horses. Revenue is derived principally from commissions on pari-mutuel
wagering (net of pari-mutuel taxes), admission fees to enter the facilities, and
concessions, programs, parking, and other. These items represent 61.1%, 3.0% and
35.9% of total revenues, respectively, during 1996. The nearest race track
competition is Beulah Park, a thoroughbred horse race track, approximately six
miles away. Beulah Park typically races from November until the first weekend of
May. During fiscal year 1996, there was only one day on which both tracks were
open. Registrant conducts its business pursuant to a permit issued annually by
The Ohio State Racing Commission. The Commission prescribes what forms of
wagering are permissible, the number of races allowed, the procedures on
wagering, and the wagering information to be provided to the public. For the
period covered by this report, Registrant was issued a permit by The Ohio State
Racing Commission to conduct harness horse racing at its facilities for a period
of 61 days. Racing is primarily conducted at night six days a week. The 61-day
period in 1996 commenced May 6 and continued through July 15. Registrant then
leased its facilities to Mid-America Racing Association, Inc., for 54 days of
racing, which period ended September 14, 1996. This lease generated 5.1% of
total revenue. This lease is on file with the Commission. During September 1996,
the Registrant entered into an agreement with Beulah Park to share revenues
derived from full card simulcasting. Revenues derived by the
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Registrant from full card simulcasting conducted in the afternoons on days it is
conducting live racing in the evening and on days it is not conducting live
racing, will be shared with Beulah Park. Revenues derived by the Registrant from
simulcasting during the evening hours when the Registrant is conducting live
racing will be retained by the Registrant. On days that it is conducting live
racing in the afternoon, Beulah Park will conduct full card simulcasting in the
evening. Revenues derived by Beulah Park from full card simulcasting conducted
in the evenings on days it is conducting live racing in the afternoon and on
days when it is not conducting live racing, will be shared with the Registrant.
No live racing has been conducted at Registrant's facilities since September 14,
1996. The 1997 racing season will commence May 3, 1997. During the racing
season, Registrant employs approximately 350 people, most of whom are
pari-mutuel clerks employed only during the racing meet.
ITEM 2. PROPERTIES
Registrant's place of business is located at 6000 South High Street,
Columbus, Ohio. Registrant owns in fee approximately 173 acres of land at this
location. Situated thereon are the physical facilities necessary for the
operation of a harness horse racing business, including the race track,
grandstand with a capacity of 10,000, and enclosed clubhouse buildings with a
capacity of 1,500 for customers, in which are located eating and pari-mutuel
wagering facilities, barns, a paddock, and related facilities for the horses,
drivers, and trainers. In addition, a substantial (approximately 6,000-space)
parking area is provided for customers. These facilities are used fully during
the racing season, which covered 115 days commencing in May and ending in
mid-September.
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ITEM 3. LEGAL PROCEEDINGS
Registrant is not a party to any material pending legal proceedings
other than routine litigation incidental to its business, most of which is
covered by insurance.
Registrant has no knowledge of any material pending legal proceedings
to which any director, officer or affiliate of the Registrant, any owner of
record or beneficiary of more than five percent of the voting securities of the
Registrant, or any associate of any such director, officer or security holder is
a party adverse to the Registrant or has a material interest adverse to the
Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
The following items are incorporated herein by reference from the indicated
pages of the Annual Report to Stockholders for the fiscal year ended October 31,
1996:
ANNUAL REPORT TO
STOCKHOLDERS PAGES
Item 5. MARKET FOR THE REGISTRANT'S
COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 15
Item 6. SELECTED FINANCIAL DATA 14
Item 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 12-14
Item 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA 4-11
Item 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE Not applicable
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PART III
ITEMS 10, 11, 12 and 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information called for by Items 10, 11, 12 and 13 is incorporated
herein by reference to the definitive Proxy Statement of the Registrant dated
January 20, 1997, relating to the Annual Meeting of Stockholders to be held on
February 12, 1997.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SCIOTO DOWNS, INC.
Index to Financial Statements and Financial Statement Schedules
REFERENCE PAGE
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FORM 10-K ANNUAL REPORT
ANNUAL REPORT TO STOCKHOLDERS
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(a) 1. Financial Statements
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Data incorporated by reference from the attached
1996 Annual Report to Stockholders of Scioto Downs, Inc.:
Report of Independent Accountants on Financial
Statements 12
Balance Sheets as of October 31, 1996 and 1995 4
Statements of Operations for the years ended October
31, 1996, 1995 and 1994 5
Statements of Stockholders' Equity for the years ended
October 31, 1996, 1995 and 1994 6
Statements of Cash Flows for the years ended October
31, 1996, 1995 and 1994 7
Notes to the Financial Statements 8-11
(a) 2. Financial Statement Schedules
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Financial statement schedules are omitted because they are not
required or are not applicable.
(a) 3. Exhibits
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See Index to Exhibits at Page 9.
(b) Reports on Form 8-K
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No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) See Index to Exhibits at Page 9.
(d) Not applicable or not required
(e) Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCIOTO DOWNS, INC. (Registrant)
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By /s/ Robert S. Steele
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President & Chief Operating
Officer and a Director
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Title
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated.
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Date: January 15, 1997 By /s/ Robert S.Steele
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President & Chief Operating
Officer and a Director
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Title
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Date: January 15, 1997 By /s/ LaVerne A. Hill
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Vice President and a Director
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Title
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Date: January 15, 1997 By /s/ William C.Heer
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Treasurer and a Director
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Title
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Date: January 15, 1997 By /s/ John J.Chester
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Director
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Title
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Date: January 15, 1997 By /s/ John F.Fissell
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Director
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Title
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Date: January 15, 1997 By /s/ Cyril J. Elbert
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Controller
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Title
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INDEX TO EXHIBITS ANNUAL REPORT ON FORM 10-K
for the year ended October 31, 1996
EXHIBIT DESCRIPTION
NO.
3A Articles of Incorporation of the Registrant, as amended to date
3B Code of Regulations of the Registrant, as amended to date
10A Lease with Hilliard Raceway, Inc., now Mid-America Racing
Association, Inc., and amendment thereto
10B Simulcasting agreement with Beulah Park Pages 10-13
13 Annual Report to Stockholders Pages 14-28
27 Financial Data Schedule Page 29
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