PAGE
----
ITEM 1. CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS:
a) Unaudited Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998 3
b) Unaudited Consolidated Statement of Operations of Cleveland
Indians Baseball Company, Inc. for the Three Months Ended
March 31, 1999 and the Combined Statement of Operations of
Cleveland Indians Baseball Company Predecessor Group for
the Three Months Ended March 31, 1998 4
c) Unaudited Condensed Consolidated Statement of Cash Flows of
Cleveland Indians Baseball Company, Inc. for the Three
Months Ended March 31, 1999 and the Combined Statement of
Cash Flows of Cleveland Indians Baseball Company
Predecessor Group for the Three Months Ended March 31, 1998 5
d) Notes to Unaudited Condensed Consolidated and Combined
Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 17
Signatures 18
* Items not listed are inapplicable
PART I. FINANCIAL INFORMATION
ITEM 1. - CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
CLEVELAND INDIANS BASEBALL COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED AND IN THOUSANDS, EXCEPT SHARE DATA)
[CAPTION]
MARCH 31, DECEMBER 31,
1999 1998
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 24,411 $ 39,283
Marketable securities 50,308 13,287
Investments 97 3,783
Receivables and accrued income 6,614 9,421
Merchandise inventories 2,109 1,207
Prepaid expenses and other current assets 4,336 2,969
Deferred taxes 1,253 --
Deposit for grievance settlement 9,699 9,589
--------- ---------
Total current assets 98,827 79,539
--------- ---------
FIXED ASSETS:
Leasehold improvements, furniture and fixtures
and other equipment, at cost 9,697 8,969
Less accumulated depreciation and amortization 3,678 3,387
--------- ---------
Total fixed assets, net 6,019 5,582
PREPAID SIGNING BONUSES AND PLAYER
CONTRACTS (Net of accumulated amortization) 11,417 10,590
INTANGIBLE ASSETS (Net of accumulated amortization) 10,184 10,383
DEFERRED TAXES 3,960 3,960
OTHER ASSETS 14,702 11,969
--------- ---------
TOTAL $ 145,109 $ 122,023
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 10,654 $ 10,961
Deferred revenue 80,237 48,829
Current portion of long-term liabilities 451 448
Reserve for players' grievance damages 9,699 9,589
Income taxes payable 220 750
--------- ---------
Total current liabilities 101,261 70,577
LONG-TERM LIABILITIES 58,820 57,951
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred shares, without par value; 1,000,000 shares
authorized; no shares issued and outstanding -- --
Class A Common Shares, without par value; 27,000,000 shares
authorized; 4,139,376 shares issued and outstanding 55,800 55,800
Class B Common Shares, without par value; 3,000,000 shares
authorized; 2,283,957 shares issued and outstanding 5,125 5,125
Additional paid in capital 4,700 4,700
Retained earnings (deficit) (80,597) (72,130)
--------- ---------
Total shareholders' equity (deficit) (14,972) (6,505)
--------- ---------
TOTAL $ 145,109 $ 122,023
========= =========
See notes to condensed consolidated and combined financial statements.
-3-
CLEVELAND INDIANS BASEBALL COMPANY, INC. AND
CLEVELAND INDIANS BASEBALL COMPANY PREDECESSOR GROUP
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED AND IN THOUSANDS, EXCEPT SHARE DATA)
THE
PREDECESSOR
THE COMPANY GROUP
----------- -----------
THREE MONTHS ENDED
MARCH 31,
1999 1998
REVENUES:
Net ticket sales $ 941 $ 1,093
Local radio and television -- 38
Concession and catering 25 20
Private suite and club and seat rentals 18 --
Merchandise 1,612 1,432
Other (primarily Major League Baseball Properties) 749 675
Provision for revenue sharing (211) (223)
----------- -----------
Total revenues 3,134 3,035
----------- -----------
OPERATING EXPENSES:
Major league team 3,087 2,508
Player development 2,730 2,560
Ballpark operations 1,558 2,112
Cost of merchandise sold 1,705 1,621
Administrative and general 2,400 2,117
Major Leagues Central Fund 617 303
Advertising and promotion 1,110 951
Amortization of signing bonuses and player contracts 373 225
Depreciation and amortization 484 397
----------- -----------
Total operating expenses 14,064 12,794
----------- -----------
OPERATING LOSS (10,930) (9,759)
OTHER INCOME (EXPENSE):
Interest income:
Affiliate -- 595
Other 1,810 1,353
Interest expense (600) (661)
Loss on player transactions -- (1,604)
----------- -----------
LOSS BEFORE MINORITY INTEREST AND
INCOME TAX BENEFIT (9,720) (10,076)
MINORITY INTEREST 4,763 --
INCOME TAX BENEFIT 1,253 --
----------- -----------
NET LOSS $ (3,704) $ (10,076)
=========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.58)
===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Basic 6,423,333
=========
Diluted 6,426,495
=========
See notes to condensed consolidated and combined financial statements.
-4-
CLEVELAND INDIANS BASEBALL COMPANY, INC. AND
CLEVELAND INDIANS BASEBALL COMPANY PREDECESSOR GROUP
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED AND IN THOUSANDS)
THE
PREDECESSOR
THE COMPANY GROUP
----------- -----------
THREE MONTHS ENDED
MARCH 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES $ 21,189 $ 20,976
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in short-term investments 3,686 (5,972)
Purchases of marketable securities (37,021) --
Purchase of long-term investments (136) --
Proceeds from sale of player contracts 241 363
Capital expenditures (736) (408)
Expenditures for the purchase of
player contracts and signing bonuses (2,095) (2,936)
Decrease in loan to general partner -- 35,500
-------- --------
Net cash provided by (used in) investing activities (36,061) 26,547
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to general partner -- (49,200)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (14,872) (1,677)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 39,283 3,732
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 24,411 $ 2,055
======== ========
See notes to condensed consolidated and combined financial statements.
-5-
CLEVELAND INDIANS BASEBALL COMPANY, INC.
AND CLEVELAND INDIANS BASEBALL COMPANY PREDECESSOR GROUP
NOTES TO CONDENSED CONSOLIDATED AND COMBINED
FINANCIAL STATEMENTS
(UNAUDITED AND IN THOUSANDS, EXCEPT SHARE DATA)
1. ORGANIZATION AND BASIS OF PRESENTATION
Cleveland Indians Baseball Company, Inc., an Ohio corporation
(the "Company"), was formed to acquire the 51% sole general partnership
interest of, and controlling interest in, Cleveland Indians Baseball
Company Limited Partnership, an Ohio limited partnership (the
"Operating Partnership"). The Operating Partnership was formed to
acquire, own, maintain, operate and control the membership of the
Cleveland Indians Baseball Club (the "Indians") in The American League
of Professional Baseball Clubs ("American League") and to operate and
manage a baseball facility ("Jacobs Field") under a long-term
management agreement with Gateway Economic Development Corporation of
Greater Cleveland ("Gateway"). The historical financial information
prior to June 9, 1998 includes the combined operations of Cleveland
Indians Baseball Company Limited Partnership and Ballpark Management
Company (collectively, the "Cleveland Indians Baseball Company
Predecessor Group" or the "Predecessor Group").
On June 9, 1998, the Company commenced operations after
completing an initial public offering of 4,000,000 Class A Common
Shares (the "Offering"). The 4,000,000 common shares were issued at a
price per share of $15.00, generating gross proceeds of $60,000. The
aggregate proceeds to the Company, net of underwriters' discount, were
approximately $55,800. The Company utilized these net proceeds to
purchase its 51% general partnership interest in the Operating
Partnership and to engage in the other transactions described below.
The following transactions occurred simultaneously with the
completion of the Offering (collectively, the "Formation
Transactions"):
- The Company issued and sold 133,233 Class A Common Shares to
the original shareholders and Martin J. Cleary at a purchase
price of $15.00 per share. The proceeds were used to pay the
expenses of the Offering.
- The original shareholders and Martin J. Cleary contributed
their interests in Ballpark Management Company ("Ballpark
Management") and MJC Baseball, Inc. ("MJC") to the Company in
exchange for 6,043 shares of Class A Common Shares and
2,283,957 shares of Class B Common Shares valued at $5,125.
- The Company contributed to the Operating Partnership all of
the assets, business, contract rights and liabilities held by
Ballpark Management immediately prior to the mergers
described above in exchange for partnership interests in the
Operating Partnership.
- Upon completion of the contribution described above, the
Company purchased additional general partnership interests
from Cleveland Baseball Company ("CBC") with the net proceeds
of the Offering. Upon completion of the purchase, the Company
became the sole general partner of the Operating Partnership
with a 51% interest in the Operating Partnership. Upon
completion of the sale of partnership interests, CBC converted
its remaining general partnership interest into a 49% limited
partnership interest in the Operating Partnership.
The Class A Common Shares are entitled to one vote per share,
and the Class B Common Shares are entitled to 10,000 votes per share.
-6-
The consolidated financial statements of the Company include
all the accounts of the Company and its majority-owned Operating
Partnership. The financial statements reflect the acquisition of the
partnership interest at its historical basis of accounting as the
acquired interest was from the Predecessor Group's owners who continue
as investors. The accompanying combined financial statements for the
Predecessor Group have been presented on a combined basis due to common
ownership and management; therefore, its combined financial statements
are presented for comparative purposes. All significant intercompany
balances and transactions have been eliminated.
2. INTERIM FINANCIAL STATEMENTS
The accompanying interim financial statements are unaudited;
however, the financial statements have been presented as permitted by
Form 10-Q and do not include all of the disclosures required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
solely of normal recurring matters) necessary for a fair presentation
of the financial statements for these interim periods have been
included. The results of operations for the interim periods are not
necessarily indicative of the results to be obtained for the full
fiscal year. These financial statements should be read in conjunction
with the Company's annual report on Form 10-K for its fiscal year ended
December 31, 1998 and the consolidated financial statements and notes
thereto of the Company and the combined financial statements and notes
thereto of the Predecessor Group included therein.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition - Revenue from ticket sales is
recognized at the time the home game, to which such proceeds relate, is
played. Major league team expenses, principally player compensation,
are recorded as expense over the entire Major League Baseball regular
season.
Minority Interest Allocation - Minority interest relates to
the interest in the Operating Partnership that is not owned by the
Company, which, at March 31, 1999, amounted to 49%. The deficit
recorded by the Company as of the date of the Offering and related
transactions includes the deficit attributable to the minority
interest. Earnings allocable to the minority interest, net of
distributions and losses allocable to the minority interest, will be
credited to retained earnings until the deficit is restored.
Income Taxes - Income taxes are provided using the liability
method in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes." Deferred income taxes reflect
the tax consequences in future periods of differences between the tax
bases of assets and liabilities and their financial reporting amounts.
A valuation allowance reduces deferred tax assets when management has
determined it is "more likely than not" that some portion or all of the
deferred tax assets will not be realized. The current deferred tax
asset at March 31, 1999 in the amount of $1,253 has been recognized
since management believes realization in future interim periods is
"more likely than not."
Earnings Per Share - Earnings per share is calculated based on
the weighted average number of common shares outstanding. The assumed
exercise of outstanding stock options, using the treasury stock method,
is not dilutive. The dilutive shares represent stock grants to
directors of the Company who have elected deferred payment in the form
of Class A Common Shares related to the Directors' Deferred
Compensation Plan.
Comprehensive Income - For the three months ended and as of
March 31, 1999, there were no material differences between net income
and comprehensive income.
Reclassifications - Certain reclassifications have been made
to the 1998 financial statements to conform with classifications used
in 1999.
-7-
4. MAJOR LEAGUE BASEBALL REVOLVING CREDIT AGREEMENT
The terms of the revolving credit facility require interest
only payments through April 2001, at which time the facility may
convert to a four-year term loan with principal repayments on the
outstanding balance as follows: 15% in the first year, 20% in the
second year, 25% in the third year and 40% in the fourth year.
Accordingly, the outstanding balance of $35,500 at March 31, 1999 is
reflected in long-term liabilities. The interest rate on the facility,
based upon LIBOR plus .35%, was 5.51% at March 31, 1999.
5. LONG-TERM INCENTIVE PLAN
The Company has established a long-term incentive plan (stock
option plan) for the purpose of attracting, retaining and rewarding key
employees of the Company and its affiliates and members of the Board of
Directors and to strengthen the mutuality of interest between such key
employees and the Company's shareholders. In conjunction with the
Offering, the Company granted options to purchase 294,350 Class A
Common Shares to directors, officers and employees. All of such options
were issued at an exercise price of $15.00, the initial public offering
price per share. The options will vest in three equal annual increments
beginning one year after the date of grant and will expire ten years
after the date of grant.
Since the Offering, options to purchase 31,600 common shares
were forfeited. As of March 31, 1999, options to purchase 262,750
common shares were outstanding. An additional 437,250 common shares
were reserved for issuance under the Company's long-term incentive
plan.
6. SUBSEQUENT EVENT
On May 13, 1999, the Company announced that its Board of
Directors has engaged The Goldman Sachs Group, Inc. and McDonald
Investments Inc. to identify potential buyers for the franchise.
-8-
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in conjunction with the financial
statements and related notes appearing elsewhere in this report.
OVERVIEW
Portions of Management's Discussion and Analysis of Results of Operations
and Financial Condition include "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. The words "believe,"
"expect," "anticipate," "project," and similar expressions, among others,
identify "forward-looking statements," which speak only as of the date the
statement was made. Such forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to materially
differ from those made, projected or implied in such statements. The most
significant such risks, uncertainties and other factors are:
- The control of the Company by Richard E. Jacobs
- The limited potential for further revenue growth
- The Company's dependence on the competitive success of the baseball club
- The uncertainties relating to increases in players' salaries
- Risks of labor difficulties
- A decline in the popularity of baseball
- The concentration of the Company's operations in one business
These and other risks, uncertainties and other factors are more fully
described in the "Risk Factors" section of the final Prospectus dated June 4,
1998 relating to the Company's initial public offering. The Company undertakes
no obligation to publicly update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Cleveland Indians Baseball Company, Inc. ("CIBC" or the "Company") was
formed to acquire the sole general partnership interest of, and controlling
interest in, the Partnership. The historical financial information prior to
June 9, 1998 includes the combined operations of Cleveland Indians Baseball
Company Limited Partnership and Ballpark Management Company (collectively, the
"Cleveland Indians Baseball Company Predecessor Group" or "Predecessor Group").
CIBC commenced operations on June 9, 1998 after completing an initial public
offering of 4,000,000 Class A Common Shares.
The Company recognizes a majority of its revenues as home games are played
(i.e., net ticket sales, concessions and catering, private suite and club
rentals and merchandise), and the most significant expense, major league team
salaries, is recognized over the entire regular season.
The Company derives substantially all of its revenues from:
- Sales of tickets to home games
- Contracts with local broadcast organizations
- Food and beverage concession sales
- Premium seating rents
- Advertising and promotional sales
- Merchandise sales and royalties
- Participation in the Major Leagues Central Fund ("MLCF")
- Parking and ancillary baseball related revenues
If the Indians qualify for post-season play, incremental revenues are
earned from similar sources.
-9-
The Company's operations are seasonal, commencing with spring training
camp that opens in mid-February and ending with the conclusion of the Major
League Baseball ("MLB") regular season in late September or early October. If
the Indians qualify for the post-season playoffs, the team can play until the
end of October, the duration of participation being contingent on continued
winning at each level of post-season play (the Division, League Championship and
World Series). For financial reporting purposes, the Company generally
recognizes revenues and expenses on a per game basis. Because the regular season
begins in late March or early April, the first fiscal quarter, which ends on
March 31, generally includes limited revenues and reflects a loss attributable
to fixed costs of operations during the quarter. Based on a typical MLB regular
season schedule, approximately one-half of the revenues are recognized in the
second quarter and the remainder in the third quarter, excluding MLCF revenues.
The number of home events scheduled, and ultimately played, in a given quarter
will significantly influence quarterly financial results from year to year.
Because of scheduling of post-season playoffs in any given year, revenue and
expenses associated with post-season will generally be recognized in the third
and fourth quarters, depending upon when actual games are played.
The Company currently receives a substantial portion of its receipts from
the advance sale of regular season tickets and premium seating rents during the
months of December and January, prior to the commencement of the MLB regular
season. Season tickets and public single-game tickets are sold during this time
period. In recent years, Jacobs Field attendance during the regular season has
approximated 3.5 million fans, of which approximately 2.2 million are
represented by season tickets.
The Major League Baseball regular season schedule consists of 162 games,
of which 81 are scheduled to be played at home and 81 are scheduled to be played
on the road. During the first quarter of 1999, there were no regular season
games scheduled as compared to the first quarter of 1998 when the first game of
the regular season was played on March 31 on the road.
The following table outlines the spring training home games and exhibition games
played during 1999 and 1998:
1999 1998
------------------------------------ -------------------------------
Spring Spring
Training Exhibition Total Training Exhibition Total
First Quarter 15 -- 15 13 2 15
Second Quarter 1 2 3 -- -- --
---- ---- ---- ---- ---- ----
Total 16 2 18 13 2 15
==== ==== ==== ==== ==== ====
The following table outlines the regular season games played or scheduled
during 1999 and games played during 1998:
1999 1998
---------------------------------- -----------------------------
Home Away Total Home Away Total
First Quarter -- -- -- -- 1 1
Second Quarter 40 36 76 41 38 79
Third Quarter 38 45 83 40 42 82
Fourth Quarter 3 -- 3 -- -- --
---- ---- ---- ---- ---- ----
Total 81 81 162 81 81 162
==== ==== ==== ==== ==== ====
-10-
RESULTS OF OPERATIONS
The following discussion compares the results from continuing operations of
the Company for the three months ended March 31, 1999 and the results of
operations of the Predecessor Group for the three months ended March 31, 1998.
REVENUES
Net ticket sales are comprised of all net revenues from spring training and
exhibition games. Net ticket sales revenue decreased $152,000, or 14%, in the
first quarter of 1999 as compared to the first quarter of 1998 primarily as a
result of two exhibition games played in 1998 that were played in the second
quarter of 1999.
Merchandise sales include all sales at the Indians team shops and Jacobs
Field. The $180,000, or 13%, increase in merchandise sales in the first quarter
of 1999 was primarily due to sales at the Winter Haven team shop. Beginning in
1999, the control of retail operations and therefore the related revenues and
expenses at the Winter Haven site was transferred to the Company from the city
of Winter Haven.
The provision for revenue sharing decreased $12,000 in the first quarter of
1999 primarily due to a decrease in net local revenue as a result of the
reductions in net ticket sales. The revenue sharing rate is 17% in 1999 compared
to 16% in 1998.
OPERATING EXPENSES
Major league operating costs include salaries of players and coaches, the
payroll luxury tax, travel costs, spring training, equipment and medical costs.
These costs increased $579,000, or 23%, in the first quarter of 1999 primarily
due to compensation expense of $818,000 resulting from the appreciation on
securities held as prescribed by certain deferred compensation contracts. Prior
to the adoption of EITF 97-14, "Accounting for Deferred Compensation
Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested," in
December 1998, the increases in value directly offset the related earnings on
the securities purchased to assist in the funding of these liabilities. This
increase was primarily offset as no player salary expense was recognized during
the first quarter of 1999 as compared to $298,000 in 1998 associated with the
one regular season game played.
Player development costs, which include scouting programs, minor league and
Latin America operations and other specialized development programs, increased
$170,000, or 7%, in the first quarter of 1999. The increase is primarily due to
increased costs of the Latin American operations related to equipment and
travel.
Ballpark operating expenses include labor and ballpark supply costs, ticket
services, scoreboard operations, broadcasting and ballpark rent. These expenses
decreased $554,000, or 26%, in the first quarter of 1999, primarily due to
decreased expenses related to ticket services.
The cost of merchandise sold increased $84,000, or 5%, in the first quarter
of 1999. The increase in 1999 was primarily the result of the Indians operating
the Winter Haven team shop.
Administrative and general expenses increased $283,000, or 13%, in the
first quarter of 1999. The increase was primarily due to additional expenses
attributable to operating as a public company and contractual increases in front
office salaries.
-11-
Major Leagues Central Fund expenses allocated to the Cleveland Indians
increased $314,000, or 104%, in the first quarter of 1999. The increase was due
to a donation to the Baseball Hall of Fame on behalf of the member clubs and an
increase in the expenses associated with the administration of the Office of the
Commissioner of Major League Baseball.
Advertising and promotion expenses increased $159,000 or 17% in the first
quarter of 1999. The increase was primarily due to production costs related to a
media campaign.
Amortization of signing bonuses and player contracts is comprised of the
write-off of the net book value of the signing bonus and contract value of
player contracts disposed of, in transactions not involving a trade or sale.
Depreciation and amortization includes depreciation on fixed assets and
amortization of the Club's membership in the American League and deferred lease
costs. Depreciation and amortization increased $87,000, or 22% in the first
quarter of 1999 primarily due to additions to fixed assets since the first
quarter of 1998.
OTHER INCOME AND EXPENSE
Interest income includes earnings on cash equivalents, marketable
securities, securities purchased to assist in the funding of certain deferred
compensation liabilities and the loan to the general partner. Interest income
decreased $138,000, or 7%, in the first quarter of 1999. The decrease was due to
a reduction in interest on cash equivalents and marketable securities and a
reduction in interest from the loan to the general partner that was paid off in
March 1998. These decreases were offset by the appreciation on securities
purchased to assist in the funding of certain deferred compensation liabilities
in the first quarter of 1999 that were previously offset against the increase in
the deferred compensation liability.
There were no gains or losses on player transactions in the first quarter
of 1999. The loss of $1,604,000 in the first quarter of 1998 is comprised of
approximately a $2,000,000 loss attributable to a February 1998 trade of one
player partially offset by the sale of one player's contract to a Japanese team
resulting in a gain of $300,000.
Minority interest represents the interest in the loss of the Partnership
that was not purchased and is not owned by the Company. For the first quarter of
1999, the minority interest of $4,763,000 is 49% of the loss of the Company.
Although the limited partner is not obligated to fund any partnership deficits,
management anticipates that the Company will generate income from operations
for the 1999 year. Accordingly, the limited partner's portion of the loss from
operations has been allocated to minority interest.
The benefit from income taxes represents the estimated tax benefit on the
Company's loss at the applicable corporate income tax rates.
-12-
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of cash historically has been cash provided
from operating activities. Operating activities generated $21.2 million in the
first quarter of 1999 compared to $21.0 million in the first quarter of 1998
despite a net loss for the periods.
Investing activities used net cash of $36.1 million in the first quarter of
1999 compared to generating net cash of $26.5 million in the first quarter of
1998. The Company's net purchase of investments and marketable securities
decreased cash by $33.5 million in the first quarter of 1999 compared to $6.0
million in the first quarter of 1998. In addition, the Predecessor Group
received payment of a loan to its general partner of $35.5 million in the first
quarter of 1998.
Financing activities used cash of $49.2 million in the first quarter of
1998 as the Predecessor Group made distributions to its general partner.
Under the terms of the Major League Credit Facility, certain MLB clubs,
including the Cleveland Indians have the ability to obtain financing on a
revolving credit basis. The obligations under the Major League Credit Facility
are non-recourse to the Partnership, and the obligations to repay advances for
the benefit of the Partnership are secured by the rights of the Partnership to
receive revenues that are shared by various MLB clubs, including revenues from
the Major Leagues Central Fund and royalties from MLB Properties. In connection
with the Major League Credit Facility, the Indians have assigned their rights to
receive their share of revenues and royalties to the Indians Club Trust, a
bankruptcy remote entity. The facility expires on the earlier of April of 2001
or voluntary termination by the MLB Trust. As of March 31, 1999, the interest
rate on the amounts borrowed on the facility, which is based on LIBOR plus a
program fee of 0.35%, was 5.51%. During the term of the facility, the Company
pays interest only on the outstanding borrowings, in addition to commitment and
other fees. Unless the facility is renewed by the parties, upon expiration, the
outstanding borrowings convert into a four-year term loan with a principal
repayment schedule as follows: 15% in the first year, 20% in the second, 25% in
the third and 40% in the fourth and final year. The facility also provides that
upon the expiration of the current Collective Bargaining Agreement, and until a
new agreement is entered into, the Indians will be required to maintain an
interest contingency reserve equal to nine months' interest expense at 2% above
the then-applicable borrowing rate.
Until the first quarter of 1998, the Predecessor Group had historically
borrowed the full amount available to it under the Major League Credit Facility
and in-turn loaned the proceeds to CBC, the Partnership's general partner. In
March 1998, the Partnership distributed $49.2 million to its partners and CBC
repaid its $35.5 million debt due to the Partnership. These transactions had the
effect of allowing CBC to use cash generated by the Partnership to repay its
debt to the Partnership. The Major League Credit Facility currently provides the
Company with an aggregate availability of $45.0 million, of which $9.5 million
was available as of March 31, 1999.
The Company maintained a line of credit with KeyBank N.A. which provided
aggregate availability of up to $9.0 million. The line of credit matured on
November 1, 1998 and was extended to February 28, 1999. The Company did not
renew the line when it expired in February 1999.
-13-
The Company's ability to incur additional indebtedness is limited by
applicable provisions of the agreements that govern all MLB clubs, which limit
the amount of debt that may be secured by the assets of, or ownership interests
in, an MLB club and require that the parties to any secured loan that is
approved execute an agreement limiting the rights of the lenders and the club
under certain circumstances, including upon an event of default or foreclosure.
The consent of the MLB is also required prior to the issuance of any additional
debt or equity securities by the Company. In addition, MLB clubs may not incur
indebtedness in an amount in excess of two-thirds of the value of their assets
calculated in accordance with MLB rules.
The Company has significant commitments under its contracts with players
and other personnel, aggregating approximately $223.2 million as of March 31,
1999, including approximately $136.8 million scheduled for payment in the
remainder of 1999 and 2000. The Company's commitments under all multi-year
contracts and some single-year contracts are guaranteed, even if the player's
contract is terminated or if the player is physically unable to perform due to
death, injury or illness. The Company's obligations under non-guaranteed
single-year contracts are payable if the player's contract is terminated for
performance reasons or due to disability resulting directly from injury
sustained in the course and within the scope of his employment, but are
otherwise not guaranteed. The Company carries life insurance to fully insure its
obligations under the contracts for the 25-man major league roster. As of March
31, 1999, the Company also carried disability insurance in the aggregate amount
of $132 million for players under multi-year contracts. The disability benefits
are generally payable after 90 days of a player's disability and are subject to
specified pre-existing conditions.
FINANCIAL CONDITION
The Company's operating characteristics are similar to those of many
service industries. The Company generally does not have significant receivables
or inventories but generally has high levels of accounts payable and accrued
liabilities. The majority of the Company's current liabilities are deferred
revenues. Deferred revenues consist primarily of advanced ticket sales, and the
Company satisfies this liability by playing its regular season and post-season
games.
Cash and cash equivalents, marketable securities and investments at March
31, 1999 were approximately $74.8 million compared to approximately $56.4
million at December 31, 1998. The increase was primarily attributable to the
seasonal operations of the Company and the substantial cash and investment
position at March 31, 1999 related to continuing advance ticket sales in the
first quarter. The majority of the Company's expenditures occur during the
regular season which generally coincide with the Company's second and third
quarters. The cash and cash equivalents, marketable securities and investments
and, correspondingly, the deferred revenue balance increase to approximately
$80.2 million at March 31, 1999 compared to approximately $48.8 million at
December 31, 1998, are affected by receipts for regular season games which
occurred primarily in the fourth quarter of 1998 and the remainder in the first
quarter of 1999.
SUBSEQUENT EVENT
On May 13, 1999, the Company announced that its Board of Directors has
engaged The Goldman Sachs Group, Inc. and McDonald Investments Inc. to identify
potential buyers for the franchise. The Company's press release containing the
announcement is filed herewith as Exhibit 99.1.
-14-
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of many computer programs being written
using two digits rather than four digits to define a year. Such programs may
recognize a year containing "00" as the year 1900 rather than the year 2000.
This could result in equipment or system failures or miscalculations causing
disruptions of daily operations for some organizations.
The Company is in the process of identifying and modifying all significant
hardware and software applications that will require modification to ensure Year
2000 Compliance. Internal and external resources are being used to make the
required modifications and test Year 2000 Compliance. The Company plans to
complete the testing and modification of all significant hardware and software
applications by September 30, 1999. The estimated cost to address the Year 2000
issue is $300,000, which is being funded through operating cash flows, and in
the opinion of management will not have a material impact on the Company's
business, operations or financial condition. The cost of the project and the
date on which the Company believes it will substantially complete the Year 2000
modifications are based on management's best estimates, which are derived from
numerous assumptions of future events, including the continued availability of
computer programming expertise and other factors. Because none of these
estimates can be guaranteed, actual results could differ materially from those
anticipated. Specific factors that might cause material differences include, but
are not limited to, the availability and cost of trained personnel, the ability
to locate and correct all relevant computer codes, and similar uncertainties.
In addition, the Company is communicating with external service providers
to ensure that the providers are taking the appropriate action to address Year
2000 issues. However, there can be no assurance that the systems of third
parties on which the Company's systems rely will convert, or that a conversion
that is incompatible with the Company's systems, would not have a material
adverse effect on the Company's systems.
Based on the Company's assessment of the readiness of its own systems and
those of significant third parties, it has and will continue to develop
contingency plans that address critical functions such as ticketing and
merchandising. In the event additional information comes to the Company's
attention which would change its current assessment, it will consider the need
for additional contingency plans at that time. In addition, as the primary
operations of the Company will not begin until late March or early April of
2000, with the commencement of the MLB regular season, the Company believes
adequate time will be available, if necessary, to ensure alternative plans can
be developed, assessed and implemented prior to the Year 2000 issue having any
unforeseen significant negative impact on most of its principal operations.
-15-
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company measures its market risk, related to its holdings of financial
instruments based on changes in interest rates utilizing a sensitivity analysis.
The sensitivity analysis measures the potential loss in fair values, cash flows
and earnings based on a hypothetical 10% change (increase and decrease) in
interest rates. The Company used current market rates on its debt to perform
sensitivity analysis.
The Company's primary interest rate exposures relate to its cash,
marketable securities, short-term investments and variable rate debt. The
potential loss in fair values is based on an immediate change in the net present
values of the Company's interest rate sensitive exposures resulting from a 10%
change in interest rates. The potential loss in cash flows and earnings is based
on the change in the net interest income/expense over a one-year period due to
an immediate 10% change in rates. A hypothetical 10% change in interest rates
does not have a material impact on the fair values, cash flows or earnings of
the Company
-16-
PART II. OTHER INFORMATION
Except to the extent noted below the items required in Part II are inapplicable,
or if applicable, would be answered in the negative and have been omitted.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NO. DESCRIPTION
--- -----------
10.1 Third Amendment to Management Agreement By and Between Gateway
Economic Development Corporation of Greater Cleveland and Cleveland
Indians Baseball Company Limited Partnership.
10.2 First Amendment to Lease Agreement By and Between Gateway Economic
Development Corporation of Greater Cleveland and Cleveland Indians
Baseball Company Limited Partnership.
10.3 First Amendment to Ground Lease Agreement By and Between Gateway
Economic Development Corporation of Greater Cleveland and Cleveland
Indians Baseball Company Limited Partnership.
10.4 Employment Agreement Between the Company and Mark Shapiro
10.5 Amendment to Employment Agreement Between the Company and Jeff
Overton
27.1 Financial Data Schedule (filed herewith)
99.1 Company Press Release Dated May 13, 1999
(b) Reports of Form 8-K
None
-17-
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.
DATE: May 17, 1999 By: /s/ Kenneth E. Stefanov
-----------------------
Kenneth E. Stefanov
Vice President, Finance
(principal financial officer and
principal accounting officer)
-18-
EXHIBIT 10.1
THIRD AMENDMENT TO MANAGEMENT AGREEMENT
BY AND BETWEEN
GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
AND
CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
THIS THIRD AMENDMENT ("Third Amendment") is made as of the
22nd of March 1999, by and between GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF
GREATER CLEVELAND, a nonprofit corporation organized under the laws of the State
of Ohio (together with it successors and assigns hereinafter referred to as
"Gateway"), and CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP, an Ohio
limited partnership, as successor-in-interest to BALLPARK MANAGEMENT COMPANY, an
Ohio corporation (hereinafter referred to as "Operator").
RECITALS:
WHEREAS, Gateway and Operator entered into a Management Agreement,
dated as of the 3rd day of July, 1991 (hereinafter referred to as the
"Management Agreement"), and certain other documentation and agreements related
thereto; and
WHEREAS, Gateway and Operator entered into that certain First Amendment
to Management Agreement dated December 4, 1992 (the "First Amendment"); and
WHEREAS, Gateway and Operator entered into that certain Second
Amendment to Management Agreement dated December 16, 1993 (the "Second
Amendment"); and
WHEREAS, Gateway and Operator are desirous of making certain
modifications to the Management Agreement;
WHEREAS, notwithstanding and as an exception to the provisions of
section 28.21, it is the intention of Gateway and Operator that the City of
Cleveland shall be an intended third party beneficiary of these modifications to
the Management Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications of the Management Agreement.
1. Operator shall make available to the City of Cleveland for
use by the City's Division of Recreation, a total of one
hundred (100) free auxiliary bleacher seats per game for all
regular season games played each year during the period
commencing from the date that the auxiliary bleachers
structure is erected and placed into use through October 1 for
the duration of this Management Agreement. The preceding
commitment is the same commitment as set forth in the First
Amendment to Lease and the First Amendment to Ground Lease of
even
date herewith and not in addition thereto (i.e., the total
commitment is for one hundred (100) tickets only, in the
aggregate). Notwithstanding the preceding commitment, in the
event that the City of Cleveland, for any period, does not
grant any necessary approvals, consents, or permits for the
erection, use or operation of the auxiliary bleacher
structure, then the commitment to provide said free tickets
shall be automatically suspended until such approvals,
consents or permits are given or issued, as the case may be.
In the event that Operator elects, in Operator's sole and
absolute discretion, not to erect, use and operate the
auxiliary bleachers structure during any year, then the
Operator will provide to the City of Cleveland during such
year one hundred (100) free tickets for each regular season
game during the period of May 15 through October 1 in other
locations in the Ballpark determined and selected in the sole
and absolute discretion of the Operator; provided, however,
that such tickets shall not be standing room only tickets. The
free tickets described herein shall not be Paid Attendance
Tickets or Excluded Tickets as those terms are defined in the
Lease.
2. The City of Cleveland hereby approves the concept of the
auxiliary bleachers structure and the City of Cleveland shall
process all building permits for the auxiliary bleachers
structure in a timely fashion and shall not unreasonably
withhold its approval of such permits; provided said auxiliary
bleachers comply with all requirements of the Ohio Basic
Building Code.
3. Section 28.21 is modified to read consistently with this Third
Amendment.
FURTHERMORE, the provisions of this Third Amendment are hereby
incorporated into the original Management Agreement as if fully rewritten
therein. Except as otherwise provided in, or otherwise necessary or appropriate
to give effect to the terms of this Third Amendment, all the provisions, terms
and conditions contained in said original Management Agreement as amended by the
First Amendment and the Second Amendment not inconsistent with this Third
Amendment, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Third
Amendment as of the day and year first above written.
Witnesses as to Gateway: GATEWAY ECONOMIC DEVELOPMENT
CORPORATION OF GREATER
/s/ Sherry Jefferson CLEVELAND, an Ohio nonprofit corporation
-------------------------------
Signature
By: /s/ Joseph A. Marinucci
Sherry Jefferson -------------------------------------
------------------------------- Title: Chairman
Print Name ----------------------------------
/s/ Ruth-Anne Flannery
-------------------------------
Signature
Ruth-Anne Flannery
-------------------------------
Print Name
Page 2
Witnesses as to Operator CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP,
/s/ Ronald S. McQuate By: Cleveland Indians Baseball Company,
______________________________ Inc., an Ohio corporation, its sole
Signature general partner
Ronald S. McQuate
_______________________________ /s/ Dennis Lehman
Print Name By:______________________________________
/s/ Jacqueline Pachinger-Stetter Title: Executive Vice President, Business
_______________________________ ___________________________________
Signature
Jacqueline Pachinger-Stetter
_______________________________
Print Name
The City of Cleveland joins in the execution of this Amendment for the purpose
of acknowledging its agreement to Section 2 hereof and accepting the benefits of
Section 1 hereof.
CITY OF CLEVELAND
By: /s/ Michael R. White
--------------------------------------
Its: Mayor of City of Cleveland
-------------------------------------
Date: March 19, 1999
-----------------------------------
Page 3
EXHIBIT 10.2
FIRST AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
AND
CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
THIS FIRST AMENDMENT ("First Amendment") is made as of the
22nd day of March 1999, by and between GATEWAY ECONOMIC DEVELOPMENT CORPORATION
OF GREATER CLEVELAND, a nonprofit corporation organized under the laws of the
State of Ohio (together with it successors and assigns hereinafter referred to
as "Gateway"), and CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP, an
Ohio limited partnership (hereinafter referred to as "Lessee").
RECITALS:
WHEREAS, Gateway and Lessee entered into a Lease Agreement, dated as of
the 3rd day of July, 1991 (hereinafter referred to as the "Lease Agreement"),
and certain other documentation and agreements related thereto; and
WHEREAS, Gateway and Lessee are desirous of making certain
modifications to the Lease Agreement; and
WHEREAS, notwithstanding and as an exception to the provisions of
section 31.24, it is the intention of Gateway and Lessee that the City of
Cleveland shall be an intended third party beneficiary of these modifications to
the Lease Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications to the Lease Agreement.
1. Lessee shall make available to the City of Cleveland for use
by the City's Division of Recreation, a total of one hundred
(100) free auxiliary bleacher seats per game for all regular
season games played each year during the period commencing
from the date that the auxiliary bleachers structure is
erected and placed into use through October 1 for the duration
of this Lease. The preceding commitment is the same commitment
as set forth in the First Amendment to Ground Lease and the
Third Amendment to Management Agreement of even date herewith
and not in addition thereto (i.e., the total commitment is for
one hundred (100) tickets only, in the aggregate).
Notwithstanding the preceding commitment, in the event that
the City of Cleveland, for any period, does not grant any
necessary approvals, consent, or permits for the erection, use
or operation of the auxiliary bleachers structure, then the
commitment to provide said free tickets shall be automatically
suspended until such approvals, consents or permits are given
or issued, as the case may be. In the event that Lessee
elects,
in Lessee's sole and absolute discretion, not to erect, use
and operate the auxiliary bleachers structure during such
year, then the Lessee will provide to the City of Cleveland
during such year one hundred (100) free tickets for each
regular season game during the period of May 15 through
October 1 in other locations in the Ballpark determined and
selected in the sole and absolute discretion of the Lessee;
provided, however, that such tickets shall not be standing
room only tickets. The free tickets described herein shall not
be Paid Attendance Tickets or Excluded Tickets as those terms
are defined in this Lease.
2. The City of Cleveland hereby approves the concept of the
auxiliary bleachers structure and the City of Cleveland shall
process all building permits for the auxiliary bleachers
structure in a timely fashion and shall not unreasonably
withhold its approval of such permits; provided said auxiliary
bleachers comply with all requirements of the Ohio Basic
Building Code.
3. Section 31.24 is modified to read consistently with this
amendment.
4. The parties hereby agree that the following attached exhibits
are hereby incorporated by reference into the Lease Agreement:
(a) Exhibit A attached hereto sets forth the legal
description of the Ballpark Land, excluding therefrom
the area described in Exhibit B attached hereto
referred to as the "Field."
(b) Exhibit B attached hereto is hereby incorporated into
the Lease Agreement to describe the area referred to
in the Lease Agreement and the Ground Lease as the
"Field."
(c) Exhibit I attached hereto sets forth the legal
description of the Arena Land.
The City shall not be deemed to have either approved or
disapproved the attached Exhibits and the commitments set
forth in Section 1 and 2 above are independent from the
inaccuracy, if any, of such Exhibits.
FURTHERMORE, the provisions of this First Amendment are hereby
incorporated into the original Lease Agreement as if fully rewritten therein.
Except as otherwise provided in, or otherwise necessary or appropriate to give
effect to the terms of this First Amendment, all the provisions, terms and
conditions contained in the Lease Agreement, not inconsistent with this First
Amendment, shall remain unchanged and in full force and effect.
Page 2
IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment as of the day and year first above written.
Witnesses as to Gateway: GATEWAY ECONOMIC DEVELOPMENT
CORPORATION OF GREATER
CLEVELAND, an Ohio nonprofit corporation
/s/ Sherry Jefferson
-------------------------------
Signature
By: /s/ Joseph A. Marinucci
Sherry Jefferson --------------------------------------
------------------------------- Title: Chairman
Print Name -----------------------------------
/s/ Ruth-Anne Flannery And:_____________________________________
-------------------------------- Title:___________________________________
Signature
Ruth-Anne Flannery
-------------------------------
Print Name
Witnesses as to Lessee: CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP,
an Ohio limited partnership
/s/ Ronald S. McQuate By: Cleveland Indians Baseball Company,
______________________________ Inc., an Ohio corporation, its sole
Signature general partner
Ronald S. McQuate
_______________________________ /s/ Dennis Lehman
Print Name By:______________________________________
/s/ Jacqueline Pachinger-Stetter Title: Executive Vice President, Business
_______________________________ ___________________________________
Signature
/s/ Kenneth E. Stefanov
Jacqueline Pachinger-Stetter And:_____________________________________
_______________________________ Title: Vice President, Finance
Print Name _____________________________________
The City of Cleveland joins in the execution of this Amendment for the purpose
of acknowledging its agreement to Section 2 hereof and accepting the benefits of
Section 1 hereof.
CITY OF CLEVELAND
By: /s/ Michael R. White
--------------------------------------
Its: Mayor of City of Cleveland
-------------------------------------
Date: March 19, 1999
___________________________________
Page 3
EXHIBIT 10.3
FIRST AMENDMENT TO GROUND LEASE AGREEMENT
BY AND BETWEEN
GATEWAY ECONOMIC DEVELOPMENT CORPORATION OF GREATER CLEVELAND
AND
CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP
THIS FIRST AMENDMENT ("First Amendment") is made as of the
22nd day of March 1999, by and between GATEWAY ECONOMIC DEVELOPMENT CORPORATION
OF GREATER CLEVELAND, a nonprofit corporation organized under the laws of the
State of Ohio (together with it successors and assigns hereinafter referred to
as "Gateway"), and CLEVELAND INDIANS BASEBALL COMPANY LIMITED PARTNERSHIP, an
Ohio limited partnership (hereinafter referred to as "Lessee").
RECITALS:
WHEREAS, Gateway and Lessee entered into a Ground Lease Agreement,
dated as of the 3rd day of July, 1991 (hereinafter referred to as the "Ground
Lease"), and certain other documentation and agreements related thereto; and
WHEREAS, Gateway and Lessee are desirous of making certain
modifications to the Ground Lease, and
WHEREAS, notwithstanding and as an exception to the provisions of
section 24.24, it is the intention of Gateway and Lessee that the City of
Cleveland shall be an intended third party beneficiary of these modifications to
the Ground Lease.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties do hereby agree to the following
modifications to the Ground Lease.
1. Lessee shall make available to the City of Cleveland for use
by the City's Division of Recreation, a total of one hundred
(100) free auxiliary bleacher seats per game for all regular
season games played each year during the period commencing
from the date that the auxiliary bleachers structure is
erected and placed into use through October 1 for the duration
of this Ground Lease. The preceding commitment is the same
commitment as set forth in the First Amendment to Lease and
the Third Amendment to Management Agreement of even date
herewith and not in addition thereto (i.e., the total
commitment is for one hundred (100) tickets only, in the
aggregate). Notwithstanding the preceding commitment, in the
event that the City of Cleveland, for any period, does not
grant any necessary approvals, consents or permits for the
erection, use or operation of the auxiliary bleacher
structure, then the commitment to provide said free tickets
shall be automatically suspended until such approvals,
consents or permits are given or issued, as the case may be.
In the event that Lessee elects, in Lessee's sole and absolute
discretion, not to erect, use and operate the auxiliary
bleachers structure during any year, then the Lessee will
provide to the City of Cleveland during such year one hundred
(100) free tickets for each regular season game during the
period of May 15 through October 1 in other locations in the
Ballpark determined and selected in the sole and absolute
discretion of the Lessee; provided, however, that such tickets
shall not be standing room only tickets. The free tickets
described herein shall not be Paid Attendance Tickets or
Excluded Tickets as those terms are defined in the Lease.
2. The City of Cleveland hereby approves the concept of the
auxiliary bleachers structure and the City of Cleveland shall
process all building permits for the auxiliary bleacher
structure in a timely fashion and shall not unreasonably
withhold its approval of such permits; provided said auxiliary
bleachers comply with all requirements of the Ohio Basic
Building Code.
3. Section 24.24 is modified to read consistently with this
amendment.
4. The parties hereby agree that Exhibit A attached hereto is
hereby incorporated into the Ground Lease as the area referred
to in the Lease and the Ground Lease as the "Field". The City
shall not be deemed to have either approved or disapproved the
attached Exhibit and the commitments set forth in Section 1
and 2 above are independent from any inaccuracy, if any, of
such Exhibit.
FURTHERMORE, the provisions of this First Amendment are hereby
incorporated into the original Ground Lease as if fully rewritten therein.
Except as otherwise provided in, or otherwise necessary or appropriate to give
effect to the terms of this First Amendment, all the provisions, terms and
conditions contained in the Ground Lease, not inconsistent with this First
Amendment, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment as of the day and year first above written.
Witnesses as to Gateway: GATEWAY ECONOMIC DEVELOPMENT
CORPORATION OF GREATER
CLEVELAND, an Ohio nonprofit corporation
/s/ Sherry Jefferson
-------------------------------
Signature
By: /s/ Joseph A. Marinucci
Sherry Jefferson -------------------------------------
------------------------------- Title: Chairman
Print Name -----------------------------------
/s/ Ruth-Anne Flannery
------------------------------- And:_____________________________________
Signature Title:___________________________________
Ruth-Anne Flannery
-------------------------------
Print Name
Page 2
Witnesses as to Lessee: CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP,
an Ohio limited partnership
/s/ Ronald S. McQuate By: Cleveland Indians Baseball
Company, Inc., an Ohio corporation,
_______________________________ its sole general partner
Signature
Ronald S. McQuate
_______________________________ /s/ Dennis Lehman
Print Name By:______________________________________
/s/ Jacqueline Pachinger-Stetter Title: Executive Vice President, Business
_______________________________ ___________________________________
Signature
/s/ Kenneth E. Stefanov
Jacqueline Pachinger-Stetter And:_____________________________________
_______________________________ Title: Vice President, Finance
Print Name __________________________________
The City of Cleveland joins in the execution of this Amendment for the purpose
of acknowledging its agreement to Section 2 hereof and accepting the benefits of
Section 1 hereof.
CITY OF CLEVELAND
By: /s/ Michael R. White
--------------------------------------
Its: Mayor City of Cleveland
-------------------------------------
Date: March 19, 1999
------------------------------------
Page 3
Exhibit 10.4
February 4, 1999
Mr. Mark Shapiro
Dear Mark:
The following shall constitute the Employment Agreement by and between
Cleveland Indians Baseball Company Limited Partnership, an Ohio limited
partnership (the "Club"), and you and shall, upon acceptance by you, replace
your existing contract dated April 29, 1998.
1. TERM.
(a) Subject to the terms and conditions set forth below, the
Club agrees to employ you as Vice President for Baseball
Operations and Assistant General Manager of the General
Partner of the Club, for the period commencing on January 1,
1999 and ending December 31, 2002.
(b) Your salary shall be payable each calendar year in
twenty-four equal semi-monthly installments.
2. SALARY.
(a) SALARY. Your salary as Vice President for Baseball
Operations and Assistant General Manager during the period of
your employment under this Agreement shall be as follows, less
the amounts deferred pursuant to paragraph (b) of this Section
2:
January 1, 1999 to December 31, 1999 at the rate of $200,000
per year.
January 1, 2000 to December 31, 2000 - $250,000
January 1, 2001 to December 31, 2001 - $275,000
January 1, 2002 to December 31, 2002 - $300,000
(b) DEFERRED COMPENSATION PLAN. On or before December 1 of the
year immediately preceding any calendar year, you may elect to
defer the payment of not more than 50% of the salary otherwise
payable under
Mr. Mark Shapiro
February 4, 1999
Page 2
subsection (a) of this Section 2 and 100% of any bonus
payments for such calendar year, and on June 15 of such
calendar year (or, if later, the date that any bonus payment
would otherwise have been payable), the Club shall deposit
such deferred compensation in a trust, the earnings on which
are not currently taxable for federal income tax purposes,
which shall be established by the Club to provide deferred
compensation to you in accordance with this subsection (b)
(the "Deferred Compensation Account"); a copy of such trust is
attached hereto as Exhibit I. Notwithstanding the foregoing,
if you terminate employment, die or become "permanently
disabled" (as defined under Section 10) during a calendar
year, the amount to be credited to the Deferred Compensation
Account for that year shall be equal to the portion of the
deferred amount that you actually earned through the date of
your termination of employment, death or permanent disability.
The fair market value of the Deferred Compensation Account, as
determined under clause (i) of this subsection (b), shall be
paid by the Club to you, or in the case of your death, to your
beneficiary, in ten installments commencing on the first
business day of January of the calendar year following the
earlier of the date of your death, permanent disability or
termination of your employment with the Club. The payments
will be computed in accordance with the following schedule:
Percentage of
Fair Market Value
Payment of Deferred
Number Compensation Account
------ --------------------
1 10%
2 11.11%
3 12.5%
4 14.28%
5 16.67%
6 20%
7 25%
8 33.33%
9 50%
10 100%
(i) INVESTMENT POLICY. Any deferred compensation
amounts credited to the Deferred Compensation Account pursuant to this
subsection (b) and all income attributable to such amounts (net of
expenses) shall be held in a segregated investment account within the
Trust and shall be invested and reinvested accordance with the Trust
agreement until such time as the entire fair
Mr. Mark Shapiro
February 4, 1999
Page 3
market value of Deferred Compensation Account is paid by the Club to
you, or your beneficiary, as applicable in accordance with Subsection
(b)(i) above.
(ii) DEATH BENEFITS. You shall be entitled to
designate a beneficiary (or beneficiaries) who shall be
entitled to receive that portion of your undistributed
Deferred Compensation Account, as determined under the first
paragraph of this subsection (b) if you die before receiving
the total value of the Deferred Compensation Account. The
designation of a beneficiary (or beneficiaries) must be made
in writing on a form substantially similar to the form
attached as Exhibit II to this Agreement and delivered to the
Club. You may change or revoke a beneficiary designation by
filing a new designation or notice of revocation with the
Club. If you fail to designate a beneficiary or if no
designated beneficiary survives you, the Club will pay any
amounts payable pursuant to this subsection (b) to your
surviving spouse, and to your personal representative if there
is no surviving spouse.
(iii) HARDSHIP. Regardless of the date on which
payment of the deferred compensation under this subsection (b)
otherwise is to be paid, in the event of your hardship,
payment of all or a portion of the fair market value of the
Deferred Compensation Account can be accelerated by the Club's
determination of hardship. The Club shall have sole discretion
as to whether a hardship has occurred and if so, also shall
have sole discretion to determine the amount of deferred
compensation that may be distributable to you in order to
alleviate that hardship. For this purpose, hardship shall mean
any emergency or necessity affecting your personal or family
affairs having a significant adverse financial effect.
(iv) NO FORFEITURE OF DEFERRED COMPENSATION. All
deferred compensation credited to the Deferred Compensation
Account shall be nonforfeitable.
(v) DEBITING OF DEFERRED COMPENSATION ACCOUNT. Once
an amount of deferred compensation has been paid, such amount
shall be debited from the Deferred Compensation Account and
shall cease to exist.
(vi) PARTICIPANT'S RIGHTS ARE UNFUNDED AND UNSECURED.
Notwithstanding the creation of the trust described herein,
all deferred compensation benefits under this subsection (b)
are unfunded for purposes of the Employee Retirement Income
Security Act of 1974, as amended. Your (or your beneficiary's)
right to receive a distribution hereunder shall be an
unsecured claim against the general assets of the Club, and
neither you nor your beneficiary shall have any rights in or
against any amounts credited hereunder or any other specific
assets of
Mr. Mark Shapiro
February 4, 1999
Page 4
the Club or the trust referred to herein. Any deferred
compensation benefits payable hereunder to you or your
beneficiary may be payable out of the trust established by the
Club, or may be payable from the general assets of the Club.
(vii) ANTI-ASSIGNMENT. No right or deferred
compensation payment under this subsection (b) shall be
subject to alienation, sale or assignment.
3. POST SEASON BONUS. In the event that the Club participates in a
division playoff series, league championship series or the World Series during
any championship season during the term of this Agreement, including either
option year if the applicable option has been exercised, you shall be entitled
to receive a bonus equal to the greater of (i) $25,000, or (ii) fifty (50%) of a
player's share payable to the Club's players as determined pursuant to Major
League Rule 45(b)(2) as the same shall be amended from time to time.
4. GROUP PLAN. In addition to all of the other rights and benefits
under this Agreement, you shall be eligible to participate in any current or
future plan which may be provided by the Club for the benefit of its executives
or employees, provided you qualify, and subject to such plan's or program's
terms and conditions. You may participate in, among other things, any and all
group life insurance policies, plans, and medical and health benefits maintained
by or on behalf of the Club to the fullest extent possible in accordance with
the terms and provisions thereof.
5 EXPENSES. You shall be entitled to incur on behalf of the Club
reasonable and necessary expenses in connection with your duties, in accordance
with the Club's customary practice, including expenses incurred in connection
with your business use of an automobile which will be provided by the Club for
your exclusive use; or, in lieu of accepting the use of an automobile provided
by the Club, the Club will pay you a monthly automobile allowance of Four
Hundred Fifty Dollars ($500.00) per month during 1999 and Five Hundred Fifty
Dollars ($550.00) per month during 2000, 2001 and 2002.
6. JOB DESCRIPTION. During the term of your employment, you shall
faithfully perform the duties and have the responsibilities of Assistant General
Manager and Vice-President for Baseball Operations of the Club, subject to the
control and direction of the President and Chief Executive Officer, if any, the
Chairman of the Board, the Board of Directors, the Executive Vice President and
General Manager of the Club and its General Partner. You agree to devote your
full time, energies, talent, and best efforts exclusively to your duties as
Assistant General Manager and Vice President for Baseball Operations and to such
other duties as may be assigned to you as provided above. You agree that the
Club will not grant permission to any other Major League
Mr. Mark Shapiro
February 4, 1999
Page 5
Baseball Club to discuss other employment opportunities with you during the term
of this Contract.
7. PUBLIC CONTACT. You agree to conduct yourself with propriety and
with due regard to public convention and morals, and agree not to engage in
conduct which is detrimental to or contrary to the rules of the Club, the League
and/or professional baseball, and you further agree to abide by and be subject
to the discipline of the Commissioner of Baseball and to his decisions rendered
in accordance with the Professional Baseball Agreement.
8. DEATH OR DISABILITY. Your death or permanent disability during the
term of this Agreement shall immediately terminate this Agreement. For the
purposes of this Section 9, permanent disability is defined as any condition
caused by an accident, sickness or otherwise, which, in the reasonable judgment
of the President and Chief Executive Officer of the Club, if any, the Chairman
of the Board or the Board of Directors of the General Partner of the Club,
disables, or may in the future disable, you from substantially performing the
duties and services required under this Agreement for a period of 120 days,
whether consecutive or non-consecutive, in any 12-month period. Upon termination
of this Agreement pursuant to this Section 9, you shall be entitled to no
compensation or any of the other rights or benefits provided in this Agreement
not already earned as of the date of such termination or otherwise required by
law.
9. TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION. In the event that
you fail to observe and comply with the provisions of this Agreement in any
material respect or in the event of your fraud or dishonesty in the performance
of your duties, the Club may discharge you prior to the expiration of the term
of this Agreement by giving you written notice, which notice shall state the
specific facts upon which the discharge is based. In the event of such
discharge, you shall be entitled to no compensation or any of the other rights
or benefits provided in this Agreement not already earned as of the date of such
discharge or termination, except as otherwise required by law. Both parties
agree, however, that you shall have no right to terminate this Agreement
voluntarily.
10. TERMINATION WITHOUT CAUSE. You agree that, should you be discharged
from your duties without cause, you are obligated to seek and, if offered,
accept other comparable employment, either from another Major League Club or
from some other baseball or non-baseball employer. In the event that you are so
discharged without cause, you will receive not less than five days written
notice of such discharge. The compensation due by the Club under this Agreement
will be reduced by any compensation which you receive from such other employment
following such termination. The amount to be deducted includes, but is not
limited to, compensation of any kind for services, including salary, bonuses,
fees, commissions, payments in kind, and similar items, and the reasonable value
of services rendered by you should you become self-employed following
termination.
Mr. Mark Shapiro
February 4, 1999
Page 6
11. REPRESENTATIONS AND ADDITIONAL COVENANTS.
(a) You hereby represent that you are free to accept employment
with the Club as contemplated hereunder, and that such employment
will not violate the terms of any other agreement or instrument to
which terms you are subject.
(b) You hereby represent that you do not directly or indirectly,
own stock or any other financial interest in the ownership or
earnings of any Major League Club, and you agree that you will not
hereafter acquire or hold any such interest except in accordance
with Major League Rule 20(e).
12. CONFIDENTIALITY. The parties agree that the terms of this Agreement
and all of the conversations and negotiations regarding your employment with the
Club are in strictest confidence and shall be and will remain confidential and
not subject to public disclosure of any kind without our mutual consent or as
may be required by law. In addition, you agree to maintain the confidentiality
of all business information of the Club which you acquire during your employment
hereunder, and to preserve such information for the exclusive benefit of the
Club.
13. INJUNCTIVE AND EQUITABLE RELIEF. Because during the course of your
employment under this Agreement you will gain an intimate knowledge of the
business, activities and affairs of the Club, and because of the special, unique
and extraordinary services you are capable of performing for the Club or one of
its competitors, you recognize that the services to be rendered by you hereunder
are of a character giving them a peculiar value, the loss of which cannot be
adequately or reasonably compensated for by damages. You therefore agree that if
you fail to comply with any of the provisions of this Agreement, in addition to
the remedies and procedures provided elsewhere in this Agreement, the Club shall
be entitled to obtain immediate injunctive or other equitable relief to restrain
you from failing to fulfill your obligations hereunder or from becoming
affiliated, directly or indirectly, with any of the Major League Clubs or their
respective minor league affiliates, without prejudice to any other remedies to
which the Club may be entitled under law.
14. BINDING EFFECT. This Agreement shall be binding upon, and shall
inure to the benefit of, both you and the Club. This Agreement may not be
assigned or transferred without the consent of both parties.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties, and supersedes in its entirety any prior agreements,
arrangements and understandings between the parties with respect to the subject
matter hereof, and no amendment hereof shall be deemed valid unless in writing
and signed by the parties hereto.
Mr. Mark Shapiro
February 4, 1999
Page 7
16. GOVERNANCE. This Agreement is subject to and is governed by, all
applicable rules and regulations of Major League Baseball and the American
League of Professional Baseball Clubs, and any rules or regulations which the
Club may announce from time to time.
Very truly yours,
CLEVELAND INDIANS BASEBALL COMPANY LIMITED
PARTNERSHIP
By: Its General Partner,
ACCEPTED: Cleveland Indians Baseball
Company, Inc.
/s/ Mark Shapiro By: /s/ Richard E. Jacobs
--------------------------- ---------------------------------------
Richard E. Jacobs,
Date: February 23, 1999 Chief Executive Officer and
---------------------- President
Exhibit 10.5
January 22, 1999
Mr. Jeff Overton
Dear Jeff:
The purpose of this letter is to evidence amendments to your Employment
Agreement with Cleveland Indians Baseball Company Limited Partnership dated
April 10, 1998 (the "Employment Agreement"). Paragraph 3 of the Employment
Agreement concerning an annual bonus shall be deleted in its entirety and
replaced with the following new Paragraph 3:
3. BONUS.
(a) On or before January 1 of each year during the
term of this Agreement, the Club shall establish a Bonus
Target based upon the amount of adjusted gross revenue from
sources taken into account to compute the Bonus Target
("Adjusted Gross Revenues From Bonus Revenues") that the Club
anticipates realizing from revenue sources subject to your
management and oversight, including annual ticket sales and
ticketing services revenue, ballpark signage and scoreboard
promotions revenue, luxury suite & club seat license fee
revenue, revenue from the rental of ballpark areas to groups,
net revenue from the sale of radio and local television
advertising (as controlled by the Club) and local promotional
revenue, all as set forth in the annual budget prepared by the
Club in the ordinary course of the Club's business. Adjusted
Gross Income From Bonus Revenues shall be computed by
deducting from gross income from such sources all expenses
incurred directly to produce such income. Following completion
of each championship season, the
Mr. Jeff Overton
January 22, 1999
Page 2
Bonus Target will be adjusted to reflect actual number of
championship season and exhibition game home dates that the
Club actually realizes revenues from the sale of tickets at
normal and customary prices.
(b) In the event that the Club earns Adjusted Gross
Income From Bonus Revenues equal to or greater than the Bonus
Target, you shall be paid a bonus equal to the greater of (i)
one-half (50%) of a player's share payable to the Club's
players as determined pursuant to Major League Rule 45(b)(2)
as the same shall be amended from time to time or (ii) the
Bonus Formula Amount. The Bonus Formula Amount shall be equal
to (i) $25,000 if the Club earns Adjusted Gross Income From
Bonus Revenues equal to or greater than 100% of the Bonus
Target, (ii) $37,500 if the Club earns Adjusted Gross Income
From Bonus Revenues equal to or greater than 102.5% of the
Bonus Target or (iii) $50,000 if the Club earns Adjusted Gross
Income From Bonus Revenues equal to or greater than 105% of
the Bonus Target.
(c) The Club shall determine the amount of the
Adjusted Gross Income From Bonus Revenues earned by the Club
as soon as practicable after the end of each fiscal year, but
in no event later than March 31. In the event of a dispute
between you and the Club regarding this computation, the
matter will be referred to the firm of independent accountants
engaged by the Club to provide an annual certified audit of
the Club's financial records. This firm shall compute the
Adjusted Gross Revenues From Bonus Revenues of the Club based
upon generally accepted accounting principles employing the
same bases, definition and methods used to establish the Bonus
Target. The determination made by the firm shall be final and
binding on all parties. The General Partner retains the right
to modify the list of items of gross income and expenses to be
included in the computation of the Bonus Target from year to
year; provided however, the method of computing the Bonus
Target shall not be modified after it has been established
with respect to any particular year without your consent,
which shall not be unreasonably withheld.
This amendment shall be effective as of April 10, 1998. All of the
other terms of the contract will remain unchanged and in full force and effect.
Mr. Jeff Overton
January 22, 1999
Page 3
Please indicate your acceptance of these amendments by executing both
copies of this letter and returning one of the executed copies to me. You may
retain the other copy for your records.
Very truly yours,
CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP
By: Cleveland Indians Baseball Company,
Its General Partner
/s/ Richard E. Jacobs
By:
-----------------------------------------
Richard E. Jacobs, Chief Executive Officer
ACCEPTED:
/s/ Jeff Overton
------------------------------
Date: 2/12/99
------------------------
ARTICLE 5
MULTIPLIER: 1,000
PERIOD TYPE
3 MOS
FISCAL YEAR END
DEC 31 1999
PERIOD START
JAN 01 1999
PERIOD END
MAR 31 1999
CASH
24,411
SECURITIES
50,405
RECEIVABLES
6,614
ALLOWANCES
0
INVENTORY
2,109
CURRENT ASSETS
98,827
PP&E
9,697
DEPRECIATION
3,678
TOTAL ASSETS
145,109
CURRENT LIABILITIES
101,261
BONDS
35,500
PREFERRED MANDATORY
0
PREFERRED
0
COMMON
60,925
OTHER SE
(75,897)
TOTAL LIABILITY AND EQUITY
145,109
SALES
0
TOTAL REVENUES
3,134
CGS
0
TOTAL COSTS
14,064
OTHER EXPENSES
0
LOSS PROVISION
0
INTEREST EXPENSE
600
INCOME PRETAX
(4,957)
INCOME TAX
(1,253)
INCOME CONTINUING
(3,704)
DISCONTINUED
0
EXTRAORDINARY
0
CHANGES
0
NET INCOME
(3,704)
EPS PRIMARY
(0.58)
EPS DILUTED
(0.58)
EXHIBIT 99.1
CLEVELAND INDIANS CONSIDER POSSIBLE SALE OF TEAM
BOARD ENGAGES GOLDMAN SACHS, MCDONALD INVESTMENTS TO IDENTIFY POTENTIAL BUYERS.
CLEVELAND, Ohio - May 13, 1999 - Cleveland Indians Baseball Company, Inc.
(Nasdaq: CLEV) announced today that its Board of Directors has engaged The
Goldman Sachs Group, Inc. and McDonald Investments Inc. to identify potential
buyers for the franchise.
The Indians, one of the most successful teams in Major League Baseball over the
past five seasons, currently lead the American League Central Division.
"I have indicated to the Company's Board of Directors, and they agree, that now
may be an appropriate time to consider selling the franchise," said Richard E.
Jacobs, Chairman, President, Chief Executive Officer and controlling
stockholder. "Sports franchises are attracting premium prices, and we are under
no pressure to sell. It is my hope that initiating a sale now will permit us to
obtain an appropriate price for our shareholders while ensuring that the
ballclub is in good hands going forward."
Jacobs said it is the Company's intention is to find a buyer "who is committed
to Cleveland and its tremendous fans."
"The intentions of any potential new owner are very important to me, because one
of America's greatest baseball cities and its fans deserve committed ownership,"
he said.
Subject to the approval of Major League Baseball and the Company's shareholders,
if required, the transaction will include Cleveland Indians Baseball Company
Limited Partnership, of which Cleveland Indians Baseball Company, Inc., a
publicly owned company, is the sole general partner.
"Although we hope to go forward with the sale in a timely manner, it is not a
sure thing," said Jacobs. "Major League Baseball must approve any sale, and we
will sell only if we find a suitable buyer who is both able to pay an
appropriate price for the franchise and committed to the continuing success of
this ballclub."
2
Jacobs said team officials plan to proceed as quickly as practicable, although
unforeseen factors could affect the timeframe. Jacobs said neither he nor the
Company will comment further on the potential sale until the matter is
successfully consummated.
Jacobs and his late brother, David, bought the struggling Indians franchise in
December 1986. The team endured five straight losing seasons through 1993 while
the organization placed greater emphasis on player development and scouting and
implemented its long-term "Blueprint for Success."
The "Jacobs Field Era" began in the strike-shortened 1994 season, when the
Indians moved into a new, state-of-the-art ballpark, Jacobs Field. Since then,
the team has won four consecutive American League Central Division Championships
and made two World Series appearances by winning the American League pennant.
The team also boasts 308 consecutive sellouts at Jacobs Field, a figure that
leads all of Major League Baseball and extends back to early in the 1995 season.
Including this season, the Indians have 15 years remaining on their lease at
Jacobs Field and are obligated to play there under terms of that lease.
"This team belongs to the community, and it has merely been entrusted to us to
care for it for the past 12-1/2 years," Jacobs said. "This is a very important
decision that I believe will help to assure the continuing success of the team
here in Cleveland."
Cleveland Indians Baseball Company, Inc. is the sole general partner of the
partnership that owns the Indians. Net revenues for the partnership in 1998
totaled $144.6 million. The Company completed its initial public offering and
began trading on the Nasdaq Stock Market on June 4, 1998.
MEDIA CONTACT: Dennis Lehman (216) 420-4200
INVESTOR RELATIONS CONTACT: Kenneth E. Stefanov, (216) 420-4200
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