The Economic Impact of the Massachusetts
Transcription
The Economic Impact of the Massachusetts
hristiansen apital dvisors LLC 250 West 57th Street, Suite 432 New York, New York 10107 Phone: 212.779.9797 Email: [email protected] 170 Sawyer Road New Gloucester, ME 04260 Phone: 207.688.4500 Email: [email protected] The Economic Impact of the Massachusetts Thoroughbred Equine Industry Prepared by: Christiansen Capital Advisors, LLC Prepared for: Sterling Suffolk Racecourse, LLC Tuesday, October 22, 2013 Table of Contents Executive Summary .................................................................................................................................................. i Scope of Work ...................................................................................................................................................... i 1. The Massachusetts Thoroughbred Equine Industry ......................................................................................... 1 2. The Equine Industry and Quality of Life in the Commonwealth..................................................................... 4 3. Purses ............................................................................................................................................................... 9 4. The Massachusetts Thoroughbred Breeding Industry.................................................................................... 11 5. Where Massachusetts-Bred Thoroughbreds Race ......................................................................................... 17 6. The Massachusetts Pari-mutuel Racing Industry ........................................................................................... 21 7. Sterling Suffolk Racecourse........................................................................................................................... 23 8. The Economic Impact of Thoroughbred Racing on the Commonwealth ...................................................... 32 The IMPLAN Modeling System ........................................................................................................................ 33 Direct Impacts on the Local Economy ............................................................................................................... 34 Indirect and Induced Impacts on the Local Economy ........................................................................................ 35 Impact Estimates: Horse Owners and Breeders ................................................................................................. 35 Impact Estimates: Racetrack operations ............................................................................................................ 37 9. The Impact of Purse Supplements in Massachusetts ..................................................................................... 41 Christiansen Capital Advisors, LLC .............................................................................................................. 53 Disclaimer ...................................................................................................................................................... 54 Appendix I: Scope of Work ................................................................................................................................... 55 Appendix II: Law Governing Purse Supplements in Massachusetts ..................................................................... 57 Appendix III: Purse Supplements in the United States .......................................................................................... 60 Appendix IV: U.S. and Selected State Handle 2000-2012 .................................................................................... 62 Appendix V : U.S. Thoroughbred Purses 2000-2012 ............................................................................................ 65 Appendix VI: Purse Supplements in Delaware...................................................................................................... 67 Appendix VII: Purse Supplements and Equine Breeding in New York ................................................................ 72 Appendix VIII : Purse Supplements and Equine Breeding in Pennsylvania ......................................................... 78 Bibliography .......................................................................................................................................................... 91 Table of Figures Exhibit ES.1: Thoroughbred Racing Compared to other Massachusetts Activities ....................................................................................... iii Exhibit ES.2: Summary of Findings .............................................................................................................................................................. iv Exhibit 1.1: The Equine Industry Value Chain ............................................................................................................................................... 2 Exhibit 2.1: Pembury House Farm, Massachusetts ......................................................................................................................................... 5 Exhibit 2.2: Huckins Farm, Massachusetts ..................................................................................................................................................... 6 Exhibit 2.3: North Pembroke Horse Farm, Massachusetts.............................................................................................................................. 7 Exhibit 2.4: Map of Four Boston Metropolitan Area Horse Farms ................................................................................................................. 8 Exhibit 3.1: Suffolk Downs Purses Paid 2000-2012 ....................................................................................................................................... 9 Exhibit 4.1: Horse Farm Distribution in Massachusetts................................................................................................................................ 11 Exhibit 4.2: Horse Farm Distribution in the Boston Area ............................................................................................................................. 12 Exhibit 4.3: Website links ............................................................................................................................................................................. 13 Exhibit 4.4: Thoroughbred Breeding in Massachusetts (May 2013)............................................................................................................. 14 Exhibit 4.5: Massachusetts Thoroughbred Population .................................................................................................................................. 15 Exhibit 4.6: Massachusetts Registered Foal Crop (Massachusetts-Breds) 1991-2011 .................................................................................. 16 Exhibit 5.1: Massachusetts-Bred Starters and Starts: In-State/Out-of-State 1991-2010 ............................................................................... 17 Exhibit 5.2: Massachusetts-Bred In-State Starts and Total Starts ................................................................................................................. 18 Exhibit 5.3: Massachusetts-Bred In-State Starters and Total Starters 1991-2010 ......................................................................................... 19 Exhibit 5.4: Percentage of Massachusetts-Bred In-State Starters and Starts 1991-2010............................................................................... 20 Exhibit 6.1: Location Map of Boston Area Race Tracks .............................................................................................................................. 21 Exhibit 6.2: Current Status of Massachusetts Racetracks ............................................................................................................................. 22 Exhibit 7.1: Suffolk Downs Ownership History ........................................................................................................................................... 23 Exhibit 7.2: The Suffolk Downs Location in East Boston ............................................................................................................................ 24 Exhibit 7.3: Detailed Map of the Suffolk Downs Location in East Boston................................................................................................... 25 Exhibit 7.4: Suffolk Downs Handle 2000-2012 ............................................................................................................................................ 26 Exhibit 7.5: Suffolk Downs Handle Trend 2000-2012, $s in millions .......................................................................................................... 27 Exhibit 7.6: Suffolk Downs Operating Losses 2007-2011 ............................................................................................................................ 29 Exhibit 7.7: Suffolk Downs Handle Projection w/o Purse Supplements, 2013-2017.................................................................................... 30 Exhibit 7.8: Suffolk Downs Handle Projection Trend .................................................................................................................................. 31 Exhibit 8.1: Estimated Total Economic Impact of Thoroughbred Breeding ................................................................................................. 35 Exhibit 8.2 Estimated Direct Economic Impact Horses Racing at Suffolk Downs ....................................................................................... 36 Exhibit 8.3 Estimated Direct Economic Impact of Horses no Longer Racing or Breeding .......................................................................... 37 Exhibit 8.4: Estimated Total Economic Impact of Thoroughbred Ownership .............................................................................................. 37 Exhibit 8.5 Estimated Pari-mutuel and Other Revenues at Suffolk Downs .................................................................................................. 38 Exhibit 8.6: Estimated Total Economic Impacts of Thoroughbred Racing ................................................................................................... 38 Exhibit 8.7 Estimated Area Spending by Suffolk Downs Patrons ................................................................................................................ 39 Exhibit 8.8 Estimated Total Economic Impact of Area Spending by Suffolk Downs Patrons ...................................................................... 39 Exhibit 8.9 Total Economic Impact of Thoroughbred Racing, Ownership and Breeding on the Massachusetts Economy .......................... 40 Exhibit 8.10 Total Tax Impact of Thoroughbred Racing, Ownership and Breeding on the Massachusetts Economy .................................. 40 Exhibit 9.1: Massachusetts Race Horse Development Fund ......................................................................................................................... 42 Exhibit 9.2: Massachusetts Race Horse Development Fund Annual Distributions ($) ................................................................................. 42 Exhibit 9.3: Pro Forma Projection of Suffolk Downs Purses with Casino Supplements.............................................................................. 43 Exhibit 9.4: Suffolk Downs Handle Projection with Purse Supplements, 2013-2019................................................................................... 47 Exhibit 9.5: Suffolk Downs Handle Projection 2013-2019........................................................................................................................... 48 Exhibit 9.6: Estimated Economic Impacts of Thoroughbred Track Operations in 2019 ............................................................................... 49 Exhibit 9.7: Estimated Economic Impacts of Breeding and Horse Ownership in 2019 ................................................................................ 49 Exhibit 9.8 Total Economic Impact of Thoroughbred Equines on the Massachusetts Economy (2019) ...................................................... 50 Exhibit 9.9 Total Estimated Tax Impact of the Thoroughbred Industry on the Massachusetts Economy (2019) ......................................... 51 Exhibit III.1: Pari-mutuel and Casino Gaming Components of U.S. Thoroughbred Purses 1993-2009 ($ Millions) ................................... 60 Exhibit III.2: Pari-mutuel and Casino Gaming Components of U.S. Thoroughbred Purses 1993-2009 ....................................................... 61 Exhibit IV.1: U.S. Thoroughbred Handle 2000-2012 ................................................................................................................................... 62 Exhibit IV.2: U.S. Thoroughbred Handle 2000-2012 ($ Millions) ............................................................................................................... 63 Exhibit IV.3: U.S. and Selected States Total Pari-Mutuel Handle Year-Over-Year Growth Rates 2000-2012 ............................................ 64 Exhibit V.1: U.S. Thoroughbred Gross Purses 2000-2012 ........................................................................................................................... 65 Exhibit V.2: U.S. Thoroughbred Gross Purses 2000-2012 ........................................................................................................................... 66 Exhibit VI.1: Delaware Average Daily Live Thoroughbred Handle and Simulcast Delaware Park Export ................................................. 67 Exhibit VI.2: Delaware Average Daily Live Thoroughbred Handle and Simulcast Delaware Park Export ................................................. 68 Exhibit VI.3: Delaware Average Daily Live and Simulcast Thoroughbred Handle ..................................................................................... 69 Exhibit VI.4: Delaware Average Daily Total Thoroughbred Purse .............................................................................................................. 70 Exhibit VI.5: Delaware Average Daily Total Thoroughbred Purse .............................................................................................................. 71 Exhibit VII.1: New York Average Daily Thoroughbred Handle .................................................................................................................. 72 Exhibit VII.2: New York Average Daily Thoroughbred Handle .................................................................................................................. 73 Exhibit VII.3: New York Average Daily Thoroughbred Purses ................................................................................................................... 74 Exhibit VII.4: New York Average Daily Purse ............................................................................................................................................ 75 Exhibit VII.5: New York Mares Bred ........................................................................................................................................................... 76 Exhibit VII.6: Active New York State Thoroughbred Horse Farms 2000-2012 ........................................................................................... 76 Exhibit VII.7: Active New York State Farms 2000-2012 ............................................................................................................................. 77 Exhibit VIII.1: Pennsylvania Total In-State Pari-Mutuel Handle 2000-2011 ............................................................................................... 78 Exhibit VIII.2: Pennsylvania Total In-State Pari-Mutuel Handle Trends 2000-2011 ................................................................................... 79 Exhibit VIII.3: Pennsylvania Total Pari-Mutuel Handle on Pennsylvania Races 2006-2012 ....................................................................... 80 Exhibit VIII.4: Pennsylvania Total Pari-Mutuel Handle Trends 2000-2011................................................................................................. 81 Exhibit VIII.5: Pennsylvania Average Daily Total Purses Paid 2006 - 2012 ................................................................................................ 82 Exhibit VIII.6: Pennsylvania Average Daily Total Purses Paid 2006-2012 .................................................................................................. 83 Exhibit VIII.7: Pennsylvania Racing Overview 1991-2012.......................................................................................................................... 84 Exhibit VIII.8: The Pennsylvania Race Horse Development Fund Distributions 2006 -2012 ...................................................................... 85 Exhibit VIII.9: Fund Money Allocation into Purses ..................................................................................................................................... 86 Exhibit VIII.10: Purse Earned 2006-2012 .................................................................................................................................................... 87 Exhibit VIII.11: Backstretch Improvements 2006-2012 ............................................................................................................................... 88 Exhibit VIII.12 Pennsylvania Thoroughbred Foals. Mares Bred and Stallions registered 2000-12 .............................................................. 89 Exhibit VIII.12 Pennsylvania Thoroughbred Foals. Mares Bred and Stallions registered 2000-12 .............................................................. 90 Executive Summary Scope of Work Christiansen Capital Advisors, LLC ("CCA") has been asked to prepare a study of the economic impact of the Massachusetts Thoroughbred equine industry. Specifically, CCA has been asked to estimate the economic impacts associated with racing and wagering at Suffolk Downs and the Thoroughbred agricultural economy in Massachusetts which Suffolk Downs supports. An itemized list of the tasks CCA was asked to complete in conducting this study is presented in Appendix I. To measure the economic impacts of the Massachusetts Thoroughbred equine industry on the Commonwealth of Massachusetts, CCA constructed an input-output (I-O) model, using proprietary modeling techniques it has developed over decades of professional work in assessing the economic impacts associated with various industries and IMPLAN economic models and data. The direct, indirect, and induced impacts of the Massachusetts Thoroughbred equine industry have been estimated on the basis of reported expenditures by stakeholders (where available) and estimates for direct inputs (where hard data was unavailable). The methodology used to arrive at our results is described in detail in the body of this report. Current Economics The Massachusetts Thoroughbred equine industry comprises approximately 62 Thoroughbred breeding farms, which breed Thoroughbred horses that race at Suffolk Downs (and to a limited extent at racetracks in other States); an additional 71 farms that are affiliated with Thoroughbreds, which collectively account for more than 6,650 acres of open space in the Commonwealth; investors, who provide the capital for breeding farms and racetracks; one racetrack (Suffolk Downs, the last remaining active Thoroughbred racetrack in New England) which conducts Thoroughbred racing; bettors, who form the consumer base for pari-mutuel horse racing; owners, who purchase Thoroughbreds produced by breeders for the purpose of racing them; trainers, who train Thoroughbreds for racing; jockeys; veterinarians; various suppliers of equine goods and services (feed, farriers, and so forth); and the Commonwealth of Massachusetts, which through its Gaming Commission licenses and regulates parimutuel racing and the individuals involved in the conduct of pari-mutuel racing and derives direct revenue from it in the form of license fees and taxes levied on pari-mutuel betting. Indirectly, the Commonwealth benefits from the contribution made by all of the components of its Thoroughbred equine industry to its economy. The current direct, indirect and induced employment generated by the Massachusetts Thoroughbred equine industry totals 1,486 persons, with associated annual labor income totaling $61.6 million. Total value added is $72.3 million. 1 Total annual output of the Massachusetts Thoroughbred equine industry is $107.8 million. Adding the total taxes and fees ($8.45 million) paid by the various industries and 1 Total value added is defined by IMPLAN as the difference between an industry’s total output and the cost of its intermediate inputs. It equals gross output (sales or receipts and other operating income, plus inventory change) minus intermediate inputs (consumption of goods and services purchased from other industries or imported). Value added consists of compensation of employees, taxes on production and imports less subsidies (formerly indirect business taxes and nontax payments), and gross operating surplus (formerly “other value added”). i stakeholders that support Thoroughbred racing in Massachusetts, the net positive economic impact of the Massachusetts Thoroughbred equine industry is $116.25 million. Purses are the essential driver of the Thoroughbred race horse economy. They constitute revenue for horsemen, which is the incentive to enter horses in races at Suffolk Downs. Bettors wager on races at Suffolk Downs and on Suffolk Downs races at other locations in Massachusetts and at out-of-State locations, generating revenue for Suffolk Downs, horse owners in Massachusetts, and Massachusetts’s Thoroughbred breeding farms. Currently, purses awarded at Suffolk Downs are funded almost wholly with revenue generated by pari-mutuel betting. As purses increase, the number of foals, yearlings, and associated blood stock likewise increases. Ultimately, increased purses should attract new capital investment in breeding farms, thereby preserving green space in the Commonwealth. Projected Growth An increasing number of States that license pari-mutuel horseracing as well as casino gaming at racetracks supplement purses with revenue generated from casino gaming. According to Thoroughbred Racing Associations (TRA), a trade association of Thoroughbred racetracks, 14 States supplemented purses with revenue generated from casino gaming in 2009, the most recent year for which TRA provides these data. 2 Massachusetts will soon become the 15th State to supplement Thoroughbred purses with gaming revenue. For the purposes of the report we have assumed that Suffolk Downs is successful in efforts to obtain the Region A gaming license. We estimate that these supplements will increase available Thoroughbred purse awards by more than 180%, from $9.4 million to $26.9 million, the end result being a larger breeding industry in the Commonwealth; more horsemen entering their horses in Massachusetts races and training in the Commonwealth; and increased pari-mutuel revenues at Sterling Suffolk Racecourse. We estimate that by 2019 direct, indirect and induced employment generated by the Massachusetts Thoroughbred equine industry will grow to 3,631 persons, with associated annual labor income totaling $93.5 million. Total value added will increase to $111.8 million. The estimated total annual output of the Massachusetts Thoroughbred equine industry in 2019 will increase to $171 million. Adding the total taxes and fees ($12 million) paid by the various industries and stakeholders that support Thoroughbred racing in Massachusetts, the net positive economic impact of the Massachusetts Thoroughbred equine industry will increase to $183 million. In Exhibit ES.1 we compare these results with published statistics regarding the annual economic impact of other Massachusetts industries. 2 The 14 States that supplemented purses with revenue generated from casino gaming in 2009 are Arkansas, Delaware, Florida, Iowa, Indiana, Louisiana, Maryland, Minnesota, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, and West Virginia. Thoroughbred Racing Associations, Non-Pari-mutuel Revenues to US Thoroughbred Purses, 2009. ii Exhibit ES.1: Thoroughbred Racing Compared to Other Massachusetts Activities ($s in millions) $180.0 $171.0 $160.0 $137.5 $140.0 $120.0 $107.8 $100.0 $80.0 $60.0 $46.0 $54.7 $40.0 $20.0 $0.0 Head of the Snowmobiling Thoroughbred Charles Regatta Racing (Current) Boston Marathon Thoroughbred Racing (2019) Sources: Boston Business Journal, Boston Athletic Association, Snowmobile Association of Massachusetts, and Christiansen Capital Advisors, LLC. In addition to the positive impacts described above, the purse supplements—both restricted and unrestricted—stipulated in the Massachusetts Expanded Gaming Act are likely to have non-quantifiable (in dollar terms) positive impacts on the Commonwealth, including maintaining existing farms, preserving existing green space and devoting additional acreage to Thoroughbred breeding. The Massachusetts Expanded Gaming Act provides that supplemented purses totaling an estimated $4.7 million will be allocated to purses restricted to Massachusetts-bred horses (i.e., purses only horses bred in Massachusetts are eligible to win). Extrapolating this $4.7 million in restricted purses to current ratios of horse farm acreage to horse farms (approximately 50 acres per farm), and all things being equal, this $4.7 million in supplemented restricted purses could result in an increase of 3,325 acres in green space devoted to breeding Thoroughbred horses in the Commonwealth, either by an expansion of existing farms and/or the establishment of new breeding farms in Massachusetts. An unknowable percentage of the total (i.e., unrestricted as well as restricted) supplemented purses awarded at Suffolk Downs will be won by horses owned or bred outside Massachusetts. 3 If we assume that half of the estimated total purse funds ($12.8 million) are won by Massachusetts-bred horses, this improvement in the earnings prospects for Thoroughbred racehorses bred in the Commonwealth could result in an additional 4,500 acres being devoted to Thoroughbred breeding in Massachusetts. 3 For this reason, increased purse awards in the Commonwealth could lead to an expansion of Thoroughbred breeding in nearby States such as Maine, New Hampshire, and Vermont. iii In the aggregate, therefore, the implementation of casino gaming in the Commonwealth and the large increase in purse funds that the Massachusetts Expanded Gaming Act ensures could lead to a doubling of the green space provided by breeding Thoroughbred horses in the Commonwealth over the long term. Exhibit ES.2 presents a summary of our findings. Exhibit ES.2: Summary of Findings Total economic impact Economic impact from breeding activities State and local taxes Purses Jobs Acres $ $ $ $ Current Values 116.3 22.9 8.5 9.4 1,486 6,650 $ $ $ $ Future Values 183.0 51.8 12.0 26.9 3,631 14,475 % Change 57.4% 126.5% 42.0% 186.2% 144.3% 117.7% Source: Christiansen Capital Advisors, LLC. iv 1. The Massachusetts Thoroughbred Equine Industry The Massachusetts Thoroughbred equine industry is a complex entity. Its principal components are Thoroughbred breeding farms, which breed Thoroughbred horses that race at Suffolk Downs (and to a limited extent at racetracks in other States); investors, who provide the capital for breeding farms and racetracks; racetracks (currently, only Suffolk Downs), which conduct Thoroughbred racing and betting 4 on Thoroughbred horse races; bettors, who form the consumer base for pari-mutuel horse racing; owners, who purchase Thoroughbreds produced by breeders for the purpose of racing them; trainers, who train Thoroughbreds for racing; jockeys; veterinarians; various suppliers of equine goods and services (feed, farriers, and so forth); and the Commonwealth of Massachusetts, which through its Gaming Commission licenses and regulates pari-mutuel racing and the individuals involved in the conduct of pari-mutuel racing and derives direct revenue from it in the form of license fees and taxes levied on pari-mutuel betting. Indirectly, the Commonwealth benefits from the contribution made by all of the components of its Thoroughbred equine industry to its economy. The agri-business and pari-mutuel racing components of the Massachusetts Thoroughbred industry are mutually dependent and connected by complex inter-relationships. Exhibit 1.1 presents a schematic diagram of the inter-related pari-mutuel and agri-business components of the Thoroughbred equine industry. 4 Massachusetts permits pari-mutuel betting only. Other jurisdictions permit fixed odds betting (bookmaking) and exchange wagering. The United Kingdom, for example, licenses and regulates all three of these methods of betting on horse races. PAGE 1 Exhibit 1.1: The Equine Industry Value Chain Bettors $ Pari-mutuel Racing (Suffolk Downs) Regulated by Massachusetts Gaming Commission $ Owners & Trainers (Racehorse Trainers, Veterinarians) $ $ Equine Agri-business Breeders & Equine Services ( Feed, Veterinarian Care, etc. ) $ Capital Investment Source: Christiansen Capital Advisors, LLC. PAGE 2 While the pari-mutuel racing and equine breeding components of the Massachusetts Thoroughbred equine industry are separate entities—bettors, for example, have no direct relationship with breeders or professional contact with veterinarians and so forth—each is essential for the equine industry’s continued operation. As the diagram in Exhibit 1.1 shows, bettors inject money into the Massachusetts pari-mutuel economy, which flows through its Thoroughbred racetrack, Sterling Suffolk Racecourse (Suffolk Downs); to owners in the form of purses, which are primarily funded from pari-mutuel revenue; to jockeys and trainers; to persons who feed and care for Thoroughbreds; and, indirectly, to Thoroughbred breeders, which are largely dependent on owners who purchase the output of Massachusetts Thoroughbred breeding farms for the purpose of racing these horses at Suffolk Downs which, in total, supports 1,486 jobs in the Commonwealth. Capital investment flows into the Thoroughbred equine industry to establish and maintain breeding farms. Horses flow upward from breeding farms to owners, trainers, and Suffolk Downs. The output of all of this complex economic activity contributes to the gross domestic product of the Commonwealth. PAGE 3 2. The Equine Industry and Quality of Life in the Commonwealth Equine farms preserve green space in an increasingly urban- and suburbanized Commonwealth landscape. Equine farms are also agri-tourist attractions. Suffolk Downs is an important regional provider of racing and related kinds of entertainment. Although not quantifiable benefits within the scope of this study, the equine industry makes manifold contributions to the quality of life in the Commonwealth. Exhibits 2.1 – 2.3 present photographs of three equine farms located in eastern Massachusetts (Pembury House Farm, 5 Huckins Farm, and North Pembroke Horse Farm) together with photographs of nearby landscapes. The green space of these equine farms contrasts sharply with urban/suburban landscapes in which these farms are situated. Exhibit 2.4 presents a map showing the locations of these three farms in relation to the City of Boston. 5 Pembury House Farm is currently listed for sale as a residence, an indication of the deteriorating economic environment for equine farming that threatens horse farms in Massachusetts. PAGE 4 Exhibit 2.1: Pembury House Farm, Massachusetts Address: 488 Boston Road, Sutton, Massachusetts 01590 Source: http://www.pemburyhousefarm.com/ ; https://www.google.com/search?newwindow=1&hl=en&biw=1600&bih=756&tbm=isch&sa=1&q=Pembury+MA&oq=Pembury+MA&g s_l=img.3..0i24l8.2456548.2457758.0.2458648.7.7.0.0.0.1.154.702.3j4.7.0....0...1c.1.24.img..3.4.502.cnlkIePxPSA PAGE 5 Exhibit 2.2: Huckins Farm, Massachusetts Address: 49 Dudley Road, Bedford, Massachusetts 01730 Source: http://www.huckinsfarm.com/; https://www.google.com/search?newwindow=1&hl=en&biw=1600&bih=756&tbm=isch&sa=1&q=Bedford+MA&oq=Bedford+MA&gs _l=img.3..0l10.110157.111617.0.111837.7.7.0.0.0.0.109.643.6j1.7.0....0...1c.1.24.img..2.5.470.1tNB6zZKtJA PAGE 6 Exhibit 2.3: North Pembroke Horse Farm, Massachusetts Address: North Pembroke, Massachusetts Source: http://www.city-data.com/picfilesc/picc9491.php; https://www.google.com/search?newwindow=1&hl=en&biw=1600&bih=756&tbm=isch&sa=1&q=Pembroke+MA&oq=Pembroke+MA &gs_l=img.3..0l10.129885.130354.0.130508.4.4.0.0.0.0.98.367.4.4.0....0...1c.1.24.img..2.2.192.G8JaTHobMP4 PAGE 7 Exhibit 2.4 presents a map showing the locations of four horse farms in or near the Boston metropolitan area. Horse farms are located in the Town of Bedford, North Pembroke, and Sutton (see also Exhibit 4.2). Exhibit 2.4: Map of Four Boston Metropolitan Area Horse Farms Source: MapPoint; http://www.city-data.com/picfilesc/picc9491.php; http://www.huckinsfarm.com/; http://www.pemburyhousefarm.com/ In urbanizing areas like the northeastern seaboard of the United States, equine farms function like parkland: they are the lungs of these congested landscapes. Especially in the urbanized Eastern United States, States 6 with significant investment in equine breeding have found that a contraction of a State’s pari-mutuel racing industry threatens the continuation of equine farming and the preservation of the green space equine farms provide. 6 There is an extensive literature concerning the economic impact of the equine industry. See for example Karyn Malinowski, Ph.D. and Ryan Avenatti, M.S., “Impact of Slot Machines/Video Lottery Terminals (VLTs) on the Economy, Horse Racing and Breeding Industry, Agriculture and Open Space in States/Provinces where they Exist: Why is this Important for New Jersey?”, Rutgers Equine Science Center, 2009. Table 14: 2007 NJ Horse Farms Under Farmland Preservation, p. 30; The Innovation Group, “New York State Equine Industry Economic Impact Study”, 2012; Tripp Umbach, “Economic Impact Act 71 on the Pennsylvania Equine Industry, Past, Current and Potential Impact”, prepared for Pennsylvania Equine Coalition, September 17, 2009; Amy Godfrey, Tess Meinert, Tom S. Witt, “The Economic Impact of the Charles Town Thoroughbred Horse Racing Industry on the Jefferson County and West Virginia Economies, 2010”, Bureau of Business and Economic Research, College of Business and Economics, West Virginia University, November 2011; Jay M. Lillywhite and Mark Wise, “Economic Impacts of Racehorse Ownership, Breeding, and Training on New Mexico’s Economy”, Agricultural Experiment Station, College of Agricultural, Consumer and Environmental Sciences, New Mexico State University, Research Report 765; the annual Racetrack/Casino Benchmark Report issued by Pennsylvania Gaming Control Board; D'Arcy Egan, “Ohio horse-breeding farms enjoying boom as racinos open”, The Plain Dealer, March 30, 2013. PAGE 8 3. Purses Purses, which in Massachusetts are currently funded almost wholly from revenue generated from parimutuel betting, are a key driver of the Massachusetts equine Thoroughbred economy. Exhibit 3.1 presents purses paid at Suffolk Downs for the years 2000 through 2012, in current or nominal dollars. Purses paid at Suffolk Downs increased from approximately $12 million in the year 2000 to a series high of nearly $16 million in 2003 and then declined, almost steadily, to a series low of $8.7 million in 2010 before recovering slightly to $9.3 million in 2012. Exhibit 3.1: Suffolk Downs Purses Paid 2000-2012 $18,000,000.00 $16,000,000.00 $14,000,000.00 $12,000,000.00 $10,000,000.00 $8,000,000.00 $6,000,000.00 $4,000,000.00 $2,000,000.00 $0.00 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Purses Paid Source: Suffolk Downs, Massachusetts Racing Commission, The Jockey Club The decline in purses paid at Suffolk Downs has grave implications for the Commonwealth’s Thoroughbred equine industry. Smaller purses attract poorer quality race horses, meaning the quality of racing deteriorates. Bettors, like fans of other sports, are acutely sensitive to the quality of racing, and if this deteriorates pari-mutuel handle (the amount wagered) likewise declines. In a vicious circle, declining handle further reduces purses paid (assuming purses are funded from pari-mutuel revenue, as is the case in Massachusetts today), which further lowers the quality of racing and further depresses handle and so forth. Most seriously, from the Commonwealth’s perspective, decreasing purses reduce the earnings prospects of Massachusetts-bred Thoroughbreds that race at Suffolk Downs. This in turn depresses the value of Massachusetts equine breeding farms, discourages investment in Thoroughbred breeding, and ultimately endangers the continuation of Thoroughbred breeding in the Commonwealth and the green space breeding farms contribute to the quality of life in Massachusetts. PAGE 9 Conversely, if purses increase this cycle is reversed. Larger purses attract higher quality race horses. Higher quality racing stimulates increased betting. Larger purses improve the earnings prospects of Massachusetts-bred Thoroughbreds that race at Suffolk Downs. The aggregate output of the Massachusetts equine industry rises, and an expanding equine economy would preserve the green space breeding farms provide. Ultimately, larger purses would stimulate new capital investment in breeding farms and, if sufficiently robust, new or refurbished racetracks. (The relationship of purses to other components of the Thoroughbred industry is discussed in more detail in Section 9.) While there may seem to be no obvious connection between the number of horseplayers at Suffolk Downs and the green space acreage of equine farms in the Commonwealth, the inter-dependence of the components that together comprise the Massachusetts Thoroughbred equine industry make this connection a material one. Weaken or remove any one of the Massachusetts Thoroughbred equine industry components and the industry’s other components would be unable to function. Without Massachusetts breeders Suffolk Downs would be unable to fill its racing cards; without bettors the economic input to the industry’s value chain would cease; without Suffolk Downs as a marketplace in which the foals produced by Massachusetts breeding farms can compete for purses the Commonwealth’s Thoroughbred breeding industry would undergo severe contraction. PAGE 10 4. The Massachusetts Thoroughbred Breeding Industry Although not usually thought of as an equine industry State, Massachusetts has an extensive equine agribusiness economy. In 2013 there were more than 5,000 horse-related businesses in Massachusetts. Of these horse-related businesses, 62 Massachusetts farms were directly involved in Thoroughbred breeding. An additional 71 Massachusetts farms (“affiliated farms”) were engaged in Thoroughbred-related operations: renting stables (temporarily), providing veterinary services, farriers (horse shoes and related blacksmithing), trainer/handler facilities, "rescue" farms that take Thoroughbreds which do not meet criteria for competitive racing. 7 Exhibit 4.1 presents a map of the Commonwealth of Massachusetts depicting the location of the Commonwealth’s horse farms. As the map in Exhibit 4.1 shows, horse farms are concentrated in the urbanized eastern half of the Commonwealth. Exhibit 4.1: Horse Farm Distribution in Massachusetts Note: Pinpoints indicate horse farms in the Commonwealth of Massachusetts. Massachusetts Equine Study, Dr. Lorri Krebs, Salem State University, 2013, lists 62 horse farms. We were unable to determine the address of four of these 62 farms: Crystal Bell Farm, Marissa's Bit o' Luck Stable, The Stables at Greenfield Farm, and Lantern Lane Farm, which do not appear to be in Massachusetts. Source: MapPoint; Massachusetts Equine Study, Dr. Lorri Krebs, Salem State University, 2013. 7 The formal "lines of business" in U.S. Census that relate to equine business are: "other animal food manufacturing";" horses and other equines"; "animal specialty services"; "repair services"; "amusement and recreation"; and "racing, including track operation". Any farm/service/business that deals with Thoroughbreds is required to list “Thoroughbreds” separately in its line(s) of business. Any business that does not meet these criteria or which does not wish to be counted as involved in the equine industry indicates via a disclaimer under the U.S. Census North American Industry Classification System (NAICS): "not including Thoroughbreds". In preparing its report Salem State manually removed all of such farms or service businesses from the list of over 5000 horse-related businesses in Massachusetts. PAGE 11 Exhibit 4.2 presents a map depicting the locations of horse farms in eastern Massachusetts, in rough proximity to the Boston metropolitan area (see also Exhibit 2.4). Exhibit 4.2: Horse Farm Distribution in the Boston Area Note: Pinpoints indicate horse farms in the Commonwealth of Massachusetts. Massachusetts Equine Study, Dr. Lorri Krebs, Salem State University, 2013, lists 62 horse farms. We were unable to determine the address of five of these 62 farms: Crystal Bell Farm, Marissa's Bit o' Luck Stable, The Stables at Greenfield Farm, Lantern Lane Farm and Lands End Farm, which do not appear to be in Massachusetts. Source: MapPoint; Massachusetts Equine Study, Dr. Lorri Krebs, Salem State University, 2013. Exhibit 4.3 presents links to the Websites of those Massachusetts horse farms we were able to identify using an Internet browser. PAGE 12 Exhibit 4.3: Website links www.equinenow.com/riding/dunstable-massachusetts.htm www.bellewoodstables.com/contact.asp www.briarhillfarmthoroughbreds.com/index.html www.massbreds.com/farms.htm www.century-oak-equine-training.com/ www.centurymillstables.com/ www.wickedlocal.com/mansfield/news/x1295922742#axzz2Vq332cOr www.equinenow.com/riding/north+andover-massachusetts.htm www.crowleyshorses.com/ customchromefarm.webs.com/ www.edingerfarm.com/Location---Directions.html www.massbreds.com/farms.htm amygurney.net/ www.gastonfarm.zoomshare.com/0.html www.greatoakequestriancenter.com/index.html greenfield-farm.com/The_Stables_at_Greenfield_Farm/Welcome.html www.hightailacres.com/HTA%20-%20Home.htm www.google.com/search?q=Indian+Rock+Stables&ie=utf-8&oe=utf-8&aq=t&rls=org.mozilla:en-US:official&client=firefox-a www.lanternlanefarm.com/directions.htm www.landsendfarm.org/ www.equinenow.com/farm/ledgebrook_farm.htm littlebrookfarm.com/ www.massbreds.com/farms.htm www.massbreds.com/farms.htm www.maplegrove1horsefarm.com/ www.maplewoodfarm.com/ www.massbreds.com/farms.htm www.nestallions.com/ www.manta.com/c/mmlp934/nine-maple-farm-inc www.orchardhillequestriancenter.com/ pinenookfarm.com/ www.merchantcircle.com/business/Prime.Equine.Thoroughbred.Management.Services.978-257-0121 www.merchantcircle.com/business/Prime.Equine.Thoroughbred.Management.Services.978-257-0121w.satuckethillstable.com/ shepleyhillfarminc.net/directions.htm www.sffarm.com/contact/ summerhillfarmri.com/home www.sbn.com/Massachusetts/Harvard/Listing/WHITNEY-LANE-FARMS-LLC/_LOI7E www.equinenow.com/fieldhuntermassachusettsclinics.htm www.winthropfarm.com/ Source: Salem State University, Christiansen Capital Advisors Exhibit 4.4 presents summary statistics for the agri-business component of Massachusetts’s Thoroughbred equine industry. The data presented in Exhibit 4.4 do not include horses or other equine economic activity at Suffolk Downs, which is reviewed in Section 5. PAGE 13 Exhibit 4.4: Thoroughbred Breeding in Massachusetts (May 2013) Value Number of Thoroughbred Breeding Farms Number of Farms Affiliated with Thoroughbreds Revenue Reported by Farms Acreage of Farms Square Footage of Farms Direct Employees of Farms 62 71 $15,086,483 6,650 acres 330,441 356 Note: The total number of direct and indirect Massachusetts jobs supported by Thoroughbred breeding in Massachusetts as of May 2013 was 1,486 jobs. The annual contribution of each Thoroughbred racehorse at a Massachusetts racetrack to the Massachusetts economy as of May 2013 is estimated at $35,000. Salem State University, 2013 Massachusetts Equine Study. Retired racehorses that board at Massachusetts farms contribute to the Massachusetts economy for the duration of their lives (typically 20 years). Salem State University, 2013 Massachusetts. Industries supported by Thoroughbreds include: hay, feed, veterinarians, farriers, trainers, handlers, farm labor, farm machinery and associated maintenance. Source: Salem State University, 2013 Massachusetts Equine Study Exhibit 4.5 presents summary statistics for the Massachusetts Thoroughbred horse population. A 2005 survey of the United State horse industry prepared for the American Horse Council by Deloitte Consulting LLP determined that there were 37,000 recreational and commercial horses (of all breeds) in Massachusetts. 8 In 2013 there were approximately 937 racing related resident Thoroughbred horses in Massachusetts, this figure includes Massachusetts resident horses only and not the approximately 650 nonresident horses that are in the State for the 6 months that Suffolk Downs in running; in other words, for half the year there are 1,587 Thoroughbreds in the State during the racing season and 937 year round. In 2011, 32 Thoroughbred foals were bred at Massachusetts farms. According to The Jockey Club, in 2012, there were 46 registered Thoroughbred mares bred and nine registered active Thoroughbred stallions in the Commonwealth. 8 Deloitte Consulting LLP, 2005 Economic Impact Analysis of the U.S. Horse Industry, prepared for American Horse Council, June 28, 2005. Table 5. PAGE 14 Exhibit 4.5: Massachusetts Thoroughbred Population Value Number of Foals 2011 Number of Mares Bred 2012 Number of Active Stallions 2012 Gross Sales of 2-Year-Olds 2006* 32 46 9 $14,000 * Gross sales activities of 2-year-olds from 2000 to 2011 fluctuate greatly. Only the years 2000, 2005, 2006 and 2008 show measureable sales, with no more than four horses sold in each of these years. The highest annual gross sales occurred in 2000 with a total value of $32,500. Note: The number of foals, mares and stallions in this exhibit include only the 24 farms that are registered with the Commonwealth and participate in the Massachusetts-bred program. There are 38 additional farms involved in breeding and/or other Thoroughbred services that are registered with various other agencies. Source: Salem State University, 2013 Massachusetts Equine Study; The Jockey Club, The 2013 Massachusetts Fact Book, Deloitte Consulting LLP Exhibit 4.6 presents the number of Massachusetts foals (Massachusetts-bred Thoroughbreds) each year for the years 1991 through 2011. This statistic is a measure of the output of the Thoroughbred breeding component of Massachusetts equine agri-business. As Exhibit 4.6 shows, Massachusetts Thoroughbred foal production remained at or above 120 a year between 1993 and 1996 and then declined, nearly steadily, to a series low of 25 registered Thoroughbred foals in 2006. Since 2006 foal production has recovered slightly, to 32 foals in 2011, the most recent year for which these data are available. PAGE 15 Exhibit 4.6: Massachusetts Registered Foal Crop (Massachusetts-Breds) 1991-2011 140 120 100 80 60 40 20 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 0 Number of Foals Source: 2013 The Jockey Club Fact Book Massachusetts PAGE 16 5. Where Massachusetts-Bred Thoroughbreds Race Where Massachusetts-bred Thoroughbreds compete is a critical measure of the dependence of Massachusetts Thoroughbred breeders on Massachusetts Thoroughbred racetracks (currently, only Suffolk Downs). Exhibit 5.1 presents total starters, in-State starters, percent of in-State starters to total starters, total starts, in-State starts, and percent of in-State starts to total starts for Massachusetts-bred Thoroughbreds that raced during the years 1991 through 2010 in table format. Exhibit 5.1: Massachusetts-Bred Starters and Starts: In-State/Out-of-State 1991-2010 Foaling Total Year Starters 1991 48 1992 64 76 1993 1994 86 1995 83 1996 86 71 1997 1998 71 1999 49 2000 44 40 2001 2002 58 2003 52 2004 37 2005 34 2006 18 2007 11 2008 26 2009 28 2010 8 In-State Starters 44 58 70 80 78 81 67 68 42 44 39 56 47 35 31 16 11 24 26 7 Pct. of InState Starters 91.7 90.6 92.1 93 94 94.2 94.4 95.8 85.7 100 97.5 96.6 90.4 94.6 91.2 88.9 100 92.3 92.9 87.5 Total Starts 1,003 1,597 2,074 1,977 1,894 1,933 1,572 1,823 957 838 904 833 937 814 584 319 155 259 160 10 In-State Starts 673 1,045 1,399 1,387 1,381 1,414 1,162 1,331 685 591 676 702 699 643 491 231 147 234 136 9 Pct. of InState Starts 67.1 65.4 67.5 70.2 72.9 73.2 73.9 73 71.6 70.5 74.8 84.3 74.6 79 84.1 72.4 94.8 90.3 85 90 Note: In-State starters include any Thoroughbred that made at least one start in its native State. Source: The Jockey Club, Massachusetts Jockey Club Fact Book 2013. Exhibit 5.2 presents Massachusetts-bred in-State starts and total starts for the years 1991 through 2010 in graph format. The total number of Massachusetts-bred starts (that is, a Massachusetts-bred PAGE 17 Thoroughbred race start) rose from 673 in 1991 to a series high of 1,414 in 1996 and subsequently declined, reaching a series low of nine in 2010. Exhibit 5.2: Massachusetts-Bred In-State Starts and Total Starts 2,500 2,000 1,500 1,000 500 0 Total Starts In-State Starts Note: In-State starters include any Thoroughbred that made at least one start in its native State. Source: The Jockey Club, Massachusetts Jockey Club Fact Book 2013. Exhibit 5.3 presents Massachusetts-bred Thoroughbred total starters (i.e., a Massachusetts-bred Thoroughbred that started a race) and in-State starters (i.e., a Massachusetts-bred Thoroughbred that started a race in Massachusetts) for the years 1991 through 2010 in graph format. In-State starters accounted for almost all race starts by Massachusetts-bred Thoroughbreds throughout this period. PAGE 18 Exhibit 5.3: Massachusetts-Bred In-State Starters and Total Starters 1991-2010 100 90 80 70 60 50 40 30 20 10 0 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Total Starters In-State Starters Note: In-State starters include any Thoroughbred that made at least one start in its native state. Source: Massachusetts Jockey Club Fact Book 2013, The Jockey Club. Exhibit 5.4 presents the percentages of Massachusetts-bred in-State starts (i.e., a race start) to total starts and in-State starters (i.e., a Thoroughbred starting a race) to total starters in graph format. The percent of in-State starters to total starters is a measure of the dependence of Massachusetts breeders on Massachusetts Thoroughbred racetracks (currently, only Suffolk Downs). The percent of in-State starters to total starters ranges from a series low of 85.7% in 1999 to a series high of 100% in 2000 and 2007. In other words, nearly all Massachusetts-bred Thoroughbreds that raced between 1991 and 2010 raced in Massachusetts. Only a handful of Massachusetts-bred Thoroughbreds raced in other States or countries. Exhibit 5.4 illustrates an important fact: Massachusetts Thoroughbred breeders are almost wholly dependent on Suffolk Downs for opportunities to sell racehorses. PAGE 19 Exhibit 5.4: Percentage of Massachusetts-Bred In-State Starters and Starts 1991-2010 120 100 80 60 40 20 0 19911992199319941995199619971998199920002001200220032004200520062007200820092010 Pct. of In-State Starters Pct. of In-State Starts Note: In-State starters include any Thoroughbred that made at least one start in its native State. Source: The Jockey Club, Massachusetts Jockey Club Fact Book 2013. PAGE 20 6. The Massachusetts Pari-mutuel Racing Industry Exhibit 6.1 presents a map showing the locations of currently or formerly operating Boston metropolitan area racetracks. Suffolk Downs, the Commonwealth’s only currently operating Thoroughbred racetrack, is located in East Boston. Exhibit 6.1: Location Map of Boston Area Race Tracks Note: Wonderland Greyhound Park is currently closed. The map shows its former location. Source: MapPoint; Google Map; www.raynhampark.net/, www.suffolkdowns.com/ Exhibit 6.2 presents the status (i.e., currently operating or closed) of Massachusetts racetracks. Currently, only two racetracks conduct racing in Massachusetts: Sterling Suffolk Race Course (Thoroughbred), in East Boston, and Plainridge Racecourse (Standardbred or harness racing), in Plainville. Rockingham Park, although located in New Hampshire, was historically a regional Thoroughbred racetrack. Rockingham Park opened in 1906, making this facility the eighth oldest Thoroughbred track in the United States. It last conducted a live Thoroughbred meet in 2002. From 2003 to 2009 Rockingham Park conducted Standardbred (harness) racing. Effective July 1, 2009, the New Hampshire legislature no longer required racetracks to offer live racing of any breed (horse or dog) as a requirement for the conduct of simulcast racing. At the same time, funding for the regulation of live racing was eliminated from the New Hampshire State budget. As a consequence of these actions, PAGE 21 Rockingham discontinued all live racing following the completion of its 2009 season. Suffolk Downs is thus the sole surviving racetrack conducting live Thoroughbred racing in New England. Exhibit 6.2: Current Status of Massachusetts Racetracks Name Raynham-Taunton Greyhound Park Wonderland Greyhound Park Massaoit Greyhound Association Plainridge Racecourse Suffolk Downs Current Status Simulcast only Closed Closed Active Active Address 1958 Broadway, Raynham, MA 02767 190 VFW Parkway, Revere, MA 02151 NA 301 Washington Street, Plainville, MA 02762 525 McClellan Highway, East Boston, MA 02128 Source: Website links as bellow: www.prcharness.com/ www.raynhampark.net/ www.suffolkdowns.com/ PAGE 22 7. Sterling Suffolk Racecourse Suffolk Downs opened in East Boston in 1935 as Suffolk Racecourse, following the legalization of pari-mutuel wagering and the creation of a State racing commission by the Commonwealth of Massachusetts in 1934. The racetrack has conducted Thoroughbred racing each year since 1935 except for the years 19901991, when the property was closed until the current ownership completely renovated the facility and reopened the track in 1992. 9 Pari-mutuel Thoroughbred racing continued uninterrupted at Suffolk Downs during World War II. In the post-war period the racetrack’s offerings were expanded to include non-gambling entertainment, the August 18, 1966 concert by the Beatles, which attracted more than 25,000 fans, being an example. Following the completion of extensive renovations, Suffolk Downs reopened as a pari-mutuel racing facility in 1992. With the return of the Massachusetts Handicap in 1995 the racetrack continued its long tradition as a popular Boston sports and entertainment venue, hosting the world-renowned Cirque du Soleil in October, 2006 and a large charitable event, Walk Now for Autism, in October, 2009. 10 In 2008, Suffolk Downs became the first track in the United States to initiate a zero-tolerance policy on selling horses from the facility for slaughter, barring participants in such transactions from the facility for life. Suffolk Downs has a longstanding commitment to conducting high quality Thoroughbred racing and is known within the Thoroughbred industry for hosting overnight handicaps and stakes events. 11 Suffolk Downs has undergone several changes in ownership since it opened in 1935. Exhibit 7.1 summarizes the property’s ownership history. Exhibit 7.1: Suffolk Downs Ownership History Period Ownership th 1935 – June 20 , 1968 Equity Racing Association June 20th, 1968 – February 17th, 1971 Real Equities, Inc. February 17th, 1971 – June 26th, 1986 Ogden Suffolk Downs, Inc. June 26th, 1986 – June 6th, 1991 Belle Isle Limited Partnership th st June 6 , 1991 - September 1 , 1996 Belle Isle leases to Sterling Suffolk Race Course LLP. September 1st, 1996 – April 3rd, 2007 Sterling Suffolk Race Course, LLC. April 3rd, 2007 – Present Coastal Development Massachusetts, LLC becomes majority owner Source(s): http://www.suffolkdowns.com/history.html http://en.wikipedia.org/wiki/Suffolk_Downs http://www.coastaldevelopmentllc.com/suffolk.html 9 http://www.suffolkdowns.com/history.html. 10 http://www.suffolkdowns.com/history.html. 11 http://www.suffolkdowns.com/history.html. PAGE 23 Suffolk Downs is managed by Chip Tuttle, Chief Operating Officer of Sterling Suffolk Racecourse, LLC. Richard Fields is Chairman and CEO of Coastal Development LLC. Exhibits 7.2 and 7.3 present maps of the area in which the Suffolk Downs is situated. Suffolk Downs is located in the eastern part of the Boston Metropolitan Area (which includes East Boston) approximately three miles, or 10 minutes travel time, from Logan International Airport. Suffolk Downs is accessible by Interstates I-93, and I-90, U.S. Routes 1 and 1A, and the Massachusetts public transportation system. Exhibit 7.2: The Suffolk Downs Location in East Boston Source: Christiansen Capital Advisors, Microsoft MapPoint© PAGE 24 Exhibit 7.3: Detailed Map of the Suffolk Downs Location in East Boston Source: Christiansen Capital Advisors, Microsoft MapPoint© Exhibit 7.4 presents Suffolk Downs handle (or gross wagering) by category and the number of live racing days for the years 2000 through 2012. PAGE 25 Exhibit 7.4: Suffolk Downs Handle 2000-2012 Year Number of Live Days Live Handle Simulcast Handle 2000 145 $27,555,803 $142,214,814 2001 149 24,402,478 145,302,304 169,704,782 2002 150 24,278,850 140,398,788 2003 148 21,672,633 2004 119 2005 Onsite Handle Transmitted (Export) Handle $169,770,617 $104,861,162 All Sources Handle ADW Handle Total $274,631,779 $274,631,779 101,801,542 271,506,324 271,506,324 164,677,638 138,300,647 302,978,285 302,978,285 131,484,948 153,157,581 136,392,704 289,550,285 5,778,788 295,329,073 17,347,549 128,713,475 146,061,024 114,535,169 260,596,193 8,359,317 268,955,510 116 14,745,024 119,613,147 134,358,171 109,187,183 243,545,354 12,791,711 256,337,065 2006 103 11,060,701 112,840,486 123,901,187 82,943,733 206,844,920 17,096,290 223,941,210 2007 100 12,270,182 104,399,657 116,669,839 78,113,286 194,783,125 27,433,318 222,216,443 2008 102 11,624,781 88,582,631 100,207,412 90,425,446 190,632,858 30,233,000 220,865,858 2009 101 9,053,766 75,618,350 84,672,116 99,727,711 184,399,827 55,346,926 239,746,753 2010 101 7,833,438 69,184,640 77,018,078 98,435,570 175,453,648 64,601,024 240,054,671 2011 80 6,729,713 64,626,699 71,356,413 64,224,602 135,581,014 64,696,913 200,277,927 2012 80 6,478,074 59,571,017 66,049,091 69,202,672 135,251,764 76,716,748 211,968,512 $195,052,993 $ 1,382,550,955 $1,577,603,948 $1,288,151,427 $2,865,755,375 $363,054,034 $3,228,809,409 Total Note: Live Handle is wagering on live races by patrons at Suffolk Downs; Simulcast Handle is wagering on races at other facilities by patrons at Suffolk Downs; Onsite Handle is the total of Live and Simulcast Handle; Transmitted Handle (Export Handle) is wagering on live races at Suffolk Downs by patrons at facilities outside Massachusetts (including wagering on Suffolk races at Plainridge and Raynham); All Sources Handle is Onsite plus Transmitted Handle; ADW Handle is online wagering by Massachusetts residents through TVG, Xpress Bet, You Bet and Twin Spires. These pools are not maintained by Suffolk Downs; Source: Suffolk Downs Exhibit 7.5 presents the data presented in Exhibit 7.4 in line chart format. PAGE 26 Exhibit 7.5: Suffolk Downs Handle Trend 2000-2012, $s in millions $350.00 $300.00 $250.00 $200.00 $150.00 $100.00 $50.00 $0.00 2000 2001 2002 Live Handle 2003 2004 In-State Simulcast 2005 ADW 2006 2007 2008 Out Of State Simulcast 2009 2010 2011 2012 All Sources Handle Source: Suffolk Downs The number of Suffolk Downs live racing days declined from a series high of 150 days in 2002 to a series low of 80 days in 2011 and 2012. Handle on live events (i.e., wagering on live races) similarly declined, from a series high of $27.6 million in the year 2000 to a series low of $6.5 million in 2012. The reduction in live racing days and handle on live races at Suffolk Downs mirrors a long-term industry shift from live to simulcast and ADW (advance deposit wagering, including wagering through telephone and Internet channels) wagering: handle on live events is a relatively small component of aggregate pari-mutuel handle at most North American racetracks. A long term contraction in the U.S. pari-mutuel racing industry is also a contributing factor in the decline of live racing at Suffolk Downs. As is true of most U.S. racetracks today, the bulk of Suffolk Downs’s handle is generated from simulcast (i.e., closed circuit television signals) racing and through Internet and/or telephone betting services (ADW betting services). Like racetracks elsewhere, Suffolk Downs imports simulcast signals of races at other tracks (necessarily from racetracks outside the Commonwealth in the case of PAGE 27 Thoroughbred races) and exports simulcast signals of its own races to Standardbred or harness (and formerly to Greyhound) tracks within Massachusetts and to Thoroughbred racetracks and betting outlets of various kinds in other jurisdictions. Exhibit 7.4 separates wagering on Suffolk Downs racing that takes place in Massachusetts (and is economic activity within the Commonwealth) from wagering on Suffolk Downs racing that takes place in other jurisdictions (and is not economic activity within the Commonwealth. 12) Simulcast handle on Suffolk Downs racing inside Massachusetts declined from a series high of $145.3 million in 2001 to a series low of $59.6 million in 2012. To some extent the decline was offset by wagering on Suffolk Downs racing through telephone and Internet betting services by persons in Massachusetts (which was initiated in 2003), which increased explosively, from $5.8 million in 2003 to a series high of $76.7 million in 2012. 13 Total onsite handle on Suffolk Downs racing contributed by bettors in the Commonwealth (i.e., handle on Suffolk Downs live and simulcast racing) declined from a series high of $169.8 million in the year 2000 to a series low of $66 million in 2012, a decline of $81.7 million or 48%. The financial impact of the contraction in the market for Suffolk Downs racing on Suffolk Downs and Massachusetts horsemen, which share in the revenue generated from the sale of Suffolk Downs simulcast signals to wagering locations outside the Commonwealth, has been ameliorated by Suffolk Downs’s ability to exploit the North American market for its live racing (i.e., by exporting its simulcast signal to racetracks and off-track and/or ADW services in other jurisdictions). Wagering on Suffolk Downs racing in other jurisdictions reached a series high of $138.3 million in 2002; subsequently, this export handle steadily declined, reaching a series low of $64.2 million in 2011, recovering slightly to $69.2 million the following year. A principal factor in the decline of Suffolk Downs’s export handle is the reduction in the number of live racing days, which as noted fell from 150 days in 2002 to 80 days in 2012. The reduction in the number of its live racing days means Suffolk Downs has less racing to sell to buyers in other jurisdictions. In part, however, the decline in wagering on Suffolk Downs racing inside and outside the Commonwealth reflects a general contraction of pari-mutuel racing in the United States. In reviewing the export handle presented in Exhibit 7.4 it is important to bear in mind that the percentage of export handle retained by Suffolk Downs and Massachusetts horsemen is significantly lower than the percentages they retain from wagering on Suffolk Downs racing within the Commonwealth. The addition of transmitted (or export) handle raised total (all sources) wagering to $274.6 million in the year 2000, rising to a series high of nearly $303 million in 2002. Thereafter total or all sources handle steadily declined, reaching a series low of $135.3 million in 2012. In 2012 Massachusetts residents wagered $76.7 million through ADW services, bringing total handle in 2012 to nearly $212 million. In other words, the re-structuring of Suffolk Downs’s market by simulcasting and ADW betting services has not prevented a steady deterioration of Suffolk Downs’s market economics. In other words, the complex changes in Suffolk Downs’s marketplace since the year 2000 should not 12 Wagering on Suffolk Downs racing in other jurisdictions generates revenue for Suffolk Downs and Massachusetts horsemen in that the contracts and the Federal Interstate Horseracing Act which govern inter-State wagering stipulate that host racetracks (i.e., Suffolk Downs) and horsemen share in the pari-mutuel revenue generated from inter-State wagering. 13 ADW betting services serving Commonwealth horseplayers are located in other jurisdictions, and typically process these wagers through servers (“hubs”) located in Oregon and other States. Exhibit 5.4 tabulates only ADW handle on Suffolk Downs contributed by bettors located inside Massachusetts. PAGE 28 obscure the fact that the market for Suffolk Downs horseracing is shrinking. The contraction of Suffolk Downs’s horseracing business has adverse implications not only for Suffolk Downs but for Massachusetts Thoroughbred breeders, who are, as the preceding and following sections of this report demonstrate, almost wholly dependent on Suffolk Downs as an outlet for the Thoroughbred horses bred in Massachusetts. The overall decline in pari-mutuel handle presented in Exhibit 7.5 has resulted in significant operating losses at Suffolk Downs. Exhibit 7.6 presents these operating losses for the past five years. As shown in this Exhibit, these losses ranged from $11.8 million to $18 million per year (excluding 2011, which includes losses associated with the acquisition of Wonderland). Exhibit 7.6: Suffolk Downs Operating Losses 2007-2011 Year 2011 2010 2009 2008 2007 Operating Losses $26,431,903* $13,523,593 $11,764,057 $13,785,649 $17,994,890 * includes Wonderland Transaction Source: Suffolk Downs Absent an infusion of revenue from casino gaming in the Commonwealth, Suffolk Downs operating losses are likely to increase substantially in coming years. Exhibit 7.7 presents CCA’s projection for Suffolk Downs handle, by category, for the years 2013 through 2017. The projections assume no change in Suffolk Downs’s pari-mutuel business, a continuation of trends in this business observed between the years 2000 and 2012, and no supplements for Suffolk Downs purses funded from casino gaming. An underlying assumption is that there will be essentially no growth in the Massachusetts consumer base for pari-mutuel horseracing, an assumption which is consistent with the observed experience in the U.S. market for pari-mutuel racing in recent decades. PAGE 29 Exhibit 7.7: Suffolk Downs Handle Projection w/o Purse Supplements, 2013-2017 Live Handle Simulcast Handle Onsite Handle Transmitted Handle All Source Handle 2013 6,110,767.58 56,193,340.15 62,304,107.73 69,500,243.97 127,582,988.68 76,831,823.12 199,949,897.07 2014 5,764,287.06 53,007,177.76 58,771,464.82 69,799,095.02 120,349,033.22 76,947,070.86 188,612,737.90 2015 5,437,451.98 50,001,670.78 55,439,122.77 70,099,231.13 113,525,243.04 77,062,491.46 177,918,395.66 2016 5,129,148.46 47,166,576.05 52,295,724.50 70,400,657.82 107,088,361.76 77,178,085.20 167,830,422.63 2017 4,838,325.74 44,492,231.19 49,330,556.93 70,703,380.65 101,016,451.65 77,293,852.33 158,314,437.67 ADW Handle Total Note: Live Handle is wagering on live races by patrons at Suffolk Downs; Simulcast Handle is wagering on races at other facilities by patrons at Suffolk Downs; Onsite Handle is the total of Live and Simulcast Handle; Transmitted Handle (Export Handle) is wagering on live races at Suffolk Downs by patrons at facilities outside Massachusetts (including wagering on Suffolk races at Plainridge and Raynham); All Sources Handle is Onsite plus Transmitted Handle; ADW Handle is online wagering by Massachusetts residents through TVG, Xpress Bet, You Bet and Twin Spires. These pools are not maintained by Suffolk Downs; Source: Christiansen Capital Advisors Assumptions: 1. Except for Transmitted (Export) Handle and ADW wagering, handle declines at a rate reflecting observed rates of decline between 2000 and 2012, adjusted for what is assumed to be the non-recurring negative impact of the financial crisis and recession that began in 2007 and continued through late 2009 or early 2010. The projection assumes that the negative impact of the 2008 financial crisis was temporary; consequently the negative growth rates during 2008 and 2010 are not taken into consideration when generating the projections. 2. The number of live days remains constant at 80 from 2013 to 2017. 3. ADW handle data starts in 2003. ADW handle grew rapidly through 2010. This growth process matured in 2010 2011. The projection assumes that ADW handle has now stabilized. PAGE 30 Exhibit 7.8 presents the data presented in Exhibit 7.7 in line chart format. Exhibit 7.8: Suffolk Downs Handle Projection Trend $250,000,000.00 $200,000,000.00 $150,000,000.00 $100,000,000.00 $50,000,000.00 $2013 2014 2015 Live Handle Simulcast Handle Onsite Handle All Source Handle ADW Handle Total 2016 2017 Transmitted Handle Source: Christiansen Capital Advisors, LLC The handle projections presented in Exhibit 7.7 paint a bleak future for Suffolk Downs and by implication for the Massachusetts Thoroughbred industry that is largely dependent on Suffolk Downs, the only Thoroughbred racetrack in the Commonwealth. While the number of Suffolk downs racing days is assumed to remain constant at 80 days a year, live handle is projected to fall from $6.1 million in 2013 to $4.8 million in 2017. Simulcast handle is projected to decline from $56.2 million in 2013 to $44.5 million in 2017. Combined, live handle and simulcast handle are projected to decline from $62.3 million in 2013 to $49.3 million in 2017. Transmitted (export) handle is projected to increase marginally from $69.5 million in 2013 to $70.7 million in 2017, reflecting CCA’s assumption that during this period there will be moderate growth in the U.S. market for pari-mutuel Thoroughbred racing. All source handle is projected to decline from $127.6 million in 2013 to $101 million in 2017. ADW handle is projected to increase from $76.8 million in 2013 to $77.3 million in 2017, reflecting CCA’s assumption that while the initial growth phase in Massachusetts ADW wagering ended in 2011 (i.e., the Commonwealth’s ADW market matured in that year; see Exhibit 7.7) moderate growth in ADW wagering will continue, as will a continued restructuring of the Massachusetts pari-mutuel horseracing market caused by ADW betting services. Total handle, including ADW handle, is projected to decline from $200 million in 2013 to $158.3 million in 2017. PAGE 31 8. The Economic Impact of Thoroughbred Racing on the Commonwealth To measure the economic impacts of Suffolk Downs on the Commonwealth, CCA employed an inputoutput (I-O) model. Input-output systems were originally developed by Wassily Leontief to assist in planning the national economy; input-output models are the most frequently used method of measuring economic impacts. Input-output modeling is an equilibrium approach based on an accounting system of injections and leakages in a given economy or economic system. Models of these systems incorporate three basic tables. The Transactions Table measures inter-industry sales and purchases within a pre-defined region; the Direct Requirements Table measures intermediate requirements to produce a dollar of gross output for any given industry, 14 and the combination of these two tables creates the Industrial Multiplier Table. Input-output models allow analysts to remove an industry from the rest of the economy and assess the impacts of an impending change (in this case, the construction and operation of a large casino hotel complex) in isolation. At a minimum, the economic impact of any industry or activity is the output produced by that business, or its direct expenditures. However, since other segments of the local and regional economy (the suppliers to, and spending by the employees of, that business) will be supported, at least in part, by the new business, the total economic impact is greater than the new business’s direct expenditures. Inputoutput models estimate the total economic impacts of new businesses or new economic activities. The initial change created by any new economic activity is the direct effect. Direct effects are primarily output, employment and personal (labor) income generated by this economic activity; as used here, these terms have the following meanings: output is the value of goods and services produced at the identified business or construction project; employment is the number of people employed, including wage and salaried employees and self-employed persons; and personal income is the wages, benefits, and other income derived from that employment. The IMPLAN modeling system used in this report measures total employment, including full and part-time workers. For some industries and activities, the construction and operation of a gaming facility for example, the level of partial or part-time employment can be significant. Full-time employment or FTEs will be less than the employment figures presented herein. As noted above, a racetrack’s relationship to other businesses and consumers in the area is not fully described by its direct effect or impact, however. Secondary effects are generated from this primary spending; economic impacts also include indirect impacts, induced impacts, and total impacts. Indirect impacts derive primarily from off-site economic activities that are attributable to the racetrack. These economic activities occur mainly as a result of non-payroll expenditures by the business (racetrack) within a region. For example, racing facilities spend significant sums on suppliers, vendors, and utility services, including water and electricity, cleaning, landscaping, legal services and so forth, which become revenue for the suppliers of these services and goods, who in turn purchase goods and services from their suppliers and so on. In short, the indirect effect derives from a business purchasing goods and services from other businesses. Indirect impacts differ from direct impacts 14 Which can be quite different for different industries. Producing $1 dollar of gross output from the manufacture of shoes has different intermediate requirements than the intermediate requirements to produce $1 dollar of gross output in restaurant sales, and so forth. PAGE 32 insofar as they originate entirely off-site, although the indirect impacts would not have occurred in the absence of the newly created business. Induced impacts are the multiplier effects of the direct and indirect impacts created by successive rounds of spending by employees and proprietors. 15 Total impacts are the sum of the direct, indirect, and induced impacts. THE IMPLAN MODELING SYSTEM Although there are several sets of multipliers that can be used to obtain estimates of the total economic contribution of any economic activity (including RIMS, RIMS II and REMI), CCA employed local and regional data from IMPLAN for this study. The Forestry Service of the United States Department of Agriculture developed the IMPLAN multipliers in the 1980s. IMPLAN divides regional economies into 440 industrial sectors. Industries that do not exist in the region are automatically eliminated by the model. The primary sources for the IMPLAN data are County Business Patterns 16 and Bureau of Economic Analysis (BEA) input-output benchmarks. 17 Incorporated in input-output models, these data explain quantitative relationships between businesses and between businesses and final consumers. From these data, we can examine the effects of a change in one or several economic activities and predict its effect on a specific State, regional, or local economies. IMPLAN also includes social accounting data (e.g., personal income and gross State product) that make it possible to measure non-industrial transactions, such as the payment of indirect taxes by businesses and households. The IMPLAN database provides data for the entire United States by county or ZIP code and has the ability to incorporate user-supplied data at each stage of the model-building process to insure that estimates of economic impacts are both up-to-date and specific to an economic impact area. IMPLAN’s Regional Economic Accounts and Social Accounting Matrices are used to construct local, county, or State-level multipliers specific to an impact area. As noted, these multipliers describe an economy’s response to a change in demand or production. The multipliers allow economic impact analysis to move from a descriptive input-output model to a predictive model. Each business or industry that produces goods or services generates demand for other goods and services and this demand is multiplied through a particular economy until it dissipates through “leakage” to economies 15 As would be expected, a great deal (considerably more than the indirect effect) of this income of employees is spent locally. This in turn becomes income to local business and individuals who provide goods and services to these employees. These successive rounds of spending continue to ripple through the economy and expand throughout the region. This phenomenon is commonly referred to as the “multiplier effect.” 16 United States Census Bureau. http://www.census.gov/econ/cbp/index.html 17 The IMPLAN input-output accounts capture all monetary market transactions for consumption in a given time period. The IMPLAN input-output accounts are based on industry survey data collected periodically by the U.S. Bureau of Economic Analysis and follow a balanced account format recommended by the United Nations. PAGE 33 outside the specified area. Thus, multipliers calculate the response of the economic impact area to a change in demand or production. IMPLAN models discern and calculate leakage from local, regional, and State economic areas based on workforce configuration, the inputs required by specific types of businesses, and the availability of these specific kinds of inputs in the economic area. 18 Economic impacts that accrue to other regions as a consequence of a change in demand in the defined economic area are not counted as impacts within that economic area. Within the defined economy, new businesses or industries can cause substitution and/or displacement impacts. The IMPLAN model adjusts for some of the substitution and displacement impacts by deflating industry-specific multipliers. In addition, multipliers are applied only to personal disposable income to obtain a more realistic estimate of the multiplier effects from increased demand. A predictive model of impacts is constructed by specifying a series of new expenditures in a specific economic area, which is then applied to the industry multipliers for that particular region. Based on these calculations, the model estimates final demand, which includes employment, employee compensation (excluding benefits), and point-of-work personal income (including benefits). The initial IMPLAN data detail all purchases in a given area, including all goods and services (including imported goods and services). Next, IMPLAN’s regional economic accounts exclude imports to an economic area so the calculation of economic impacts identifies only those impacts specific to the economic impact area. IMPLAN makes this distinction by means of regional purchase coefficients (RPC), which predict regional purchases based on an economic area’s particular characteristics. The regional purchase coefficient represents the proportion of goods and services that will be purchased regionally under normal circumstances, based on the area’s economic characteristics described in terms of actual trade flows within the area. CCA constructed input-output models for the Commonwealth using the IMPLAN Professional 3.0 model-building software and data packages. The underlying data used in the models are for 2011, which is the latest available. All inputs were converted to current dollars (2013) using appropriate deflators (producer price indices for industrial commodities and the personal consumption expenditure deflator for personal income). Model outputs are reported in current or nominal dollars. DIRECT IMPACTS ON THE LOCAL ECONOMY CCA allocated employment and expenditures among the 440 IMPLAN industry sectors (account subcodes) by assigning racetrack-related expenditures to IMPLAN sub-code 403. The horse owners and breeders expenditures were assigned to IMPLAN sub-code 14 (animal production, except cattle and poultry and eggs). 18 Inputs that are essential to the business or industry but not available within the defined region must, necessarily, be imported from outside the region. PAGE 34 INDIRECT AND INDUCED IMPACTS ON THE LOCAL ECONOMY Indirect and Induced Employment is defined as total wage-and-salary employees and self-employed full and part-time jobs in a region. It includes both full-time and part-time workers. The data sets used to calculate total employment are the ES202 (county business patterns) and the Regional Economic Information System. Personal Income is wages, benefits, and other income derived from employment linked geographically to the workplace site. IMPACT ESTIMATES: HORSE OWNERS AND BREEDERS Breeders The survey conducted by Salem State University determined that there were close to 1,000 farms with stables (self-reporting) in Massachusetts in 2012, of which 133 farms have some level of affiliation with Thoroughbreds and 62 farms are directly involved with Thoroughbred breeding. The Salem State survey also provided us with the number of direct employees (356) and the total revenue ($15.1 million) of these 62 directly affiliated farms. Utilizing the data provided by Salem State as inputs to the IMPLAN model, Exhibit 8.1 presents the resulting total economic impact of Thoroughbred breeding on the Commonwealth. Exhibit 8.1: Estimated Total Economic Impact of Thoroughbred Breeding Direct Effect Indirect Effect Induced Effect Total Effect Employment 356 29 35 420 Labor Income $5,512,444.4 $960,554.9 $1,824,337.1 $8,297,336.4 Total Value Added $7,670,856.3 $1,813,555.1 $3,249,460.6 $12,733,871.9 Output $15,086,483.2 $2,773,553.8 $4,985,052.6 $22,845,089.6 Source: Salem State University, Minnesota IMPLAN Group, Inc. As shown in Exhibit 8.1, the estimated direct, indirect and induced employment generated by Thoroughbred breeding in the Commonwealth totals 420 persons, with associated labor income totaling $8.3 million. Total value added is $12.7 million. Total output of Thoroughbred breeding in the Commonwealth of Massachusetts is $22.8 million. Horsemen (owners and trainers) To estimate the economic impact of Thoroughbred race horse ownership on the Commonwealth, CCA calculated total direct expenditures as average expenditures per horse from the survey conducted by Salem State and similar per horse data from other studies conducted in other U.S. Thoroughbred markets. 19 19 Lorri Krebs, PhD, et al., Massachusetts Equine Study, Salem State University, 2013. Other studies referenced include Thalheimer Research Associates, Inc., The Economic Impact of the Iowa Race Horse Industry on the Iowa Economy, December 2008 and David W. Hughes, Jean M. Woloshuk, Alison C. Hanham, David J. Workman, David W. Snively, Paul E. Lewis, Thomas E. Walker, West Virginia Equine Economic Impact Study, West Virginia University Extension Service . WVU Davis College of Agriculture, Forestry, & Consumer Sciences, http://www.wvu.edu/~agexten/youth/equinesumry.pdf. PAGE 35 With the assistance of Suffolk Downs’s management, the Massachusetts Department of Agriculture, and the Massachusetts Thoroughbred Breeders Association CCA estimates that there are 937 “racing related” Thoroughbreds resident in Massachusetts. Racing related horses include horses currently racing, broodmares, stallions, foals, horses in-training, lay ups (horses recovering from injuries), turnouts and retirees. We also included approximately 650 horses from outside Massachusetts that stable at Suffolk Downs during the racing season and have adjusted the average expenditure to reflect the approximately half year they are resident in Massachusetts. Multiplying the estimated direct expenditures by this number of racing horses returns an estimated $6.475 million in direct impact of race horses running at Suffolk Downs. Exhibit 8.2 Estimated Direct Economic Impact Horses Racing at Suffolk Downs Mass. Horses at Suffolk Downs Out of State Horses Race Horses at Suffolk Downs (2013) Horses 150 650 800 Per Horse Direct Expenditures $14,000 $7,000 $8,355 Total Direct Impact $2,100,000 $4,375,000 $6,475,000 Source: Suffolk Downs, Massachusetts Department of Agriculture, Massachusetts Thoroughbred Breeders Association, Christiansen Capital Advisors estimates. Exhibit 8.3 presents our estimate of the number of Thoroughbred horses in Massachusetts no longer racing, and the direct impact of those horse on the Commonwealth’s economy. Training a racehorse is by far the largest expense for Thoroughbred horse owners; thus the average annual expenditure per horse is substantially lower for horses no longer racing. Utilizing data provided by Salem State we estimate that these horses contribute $3.5 million in direct spending in the Massachusetts economy (Exhibit 8.3). PAGE 36 Exhibit 8.3 Estimated Direct Economic Impact of Horses no Longer Racing or Breeding Thoroughbreds no Longer Racing or Breeding Horses 787 Per Horse Direct Expenditures $ 4,435 Total Direct Impact $ 3,490,345 Source: Suffolk Downs, Salem State University, Massachusetts Department of Agriculture, Massachusetts Thoroughbred Breeders Association, Christiansen Capital Advisors estimates. Utilizing the revenue estimates presented in Exhibit 8.2 and 8.3 as inputs to the IMPLAN model, Exhibit 8.4 presents the resulting total economic impact on the Commonwealth of live racing and simulcast betting at Suffolk Downs. Exhibit 8.4: Estimated Total Economic Impact of Thoroughbred Ownership Direct Effect Indirect Effect Induced Effect Total Effect Employment 476 8 46 530 Labor Income $8,070,188.0 $550,978.8 $2,418,232.5 $11,039,399.3 Total Value Added $6,525,380.5 $841,843.1 $4,306,344.5 $11,673,568.1 Output $9,965,344.5 $1,706,483.2 $6,608,218.4 $18,280,046.2 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. As shown in Exhibit 8.4, the estimated direct, indirect and induced employment generated by Thoroughbred horse ownership in the Commonwealth totals 530 persons, with associated labor income totaling $11 million. Total value added is $11.7 million. Total output of Thoroughbred horse ownership in the Commonwealth of Massachusetts is $18.3 million. IMPACT ESTIMATES: RACETRACK OPERATIONS Racing operations at Suffolk Downs are vital to the Thoroughbred equine industry in Massachusetts. The conduct of racing at Suffolk Downs produces employment and spending by the racetrack, by parimutuel bettors, by the persons who train horse there, and generates revenue for the purses for horses that win or place in Suffolk Downs races. Exhibit 8.5 presents current estimates of revenues (or sales) at Suffolk Downs. Consumer expenditures at Suffolk Downs and/or on Suffolk Downs’s racing product totals approximately $32.7 million. PAGE 37 Exhibit 8.5 Estimated Pari-mutuel and Other Revenues at Suffolk Downs $s (in millions) $27.6 $5.1 Source Pari-mutuel revenue Other Revenue Total $32.7 Sources: Christiansen Capital Advisors, LLC estimates. Utilizing the revenue estimates presented in Exhibit 8.5 as inputs to the IMPLAN model, Exhibit 8.6 presents the resulting total economic impact on the Commonwealth of live racing and simulcast betting at Suffolk Downs. As shown in Exhibit 8.6 the estimated direct, indirect and induced employment generated by Thoroughbred race track operations in the Commonwealth totals 507 persons, with associated labor income totaling $41.3 million. Total value added is $46.4 million. Total output of Thoroughbred race track operations in Massachusetts is $64.3 million. Exhibit 8.6: Estimated Total Economic Impacts of Thoroughbred Racing Direct Effect Indirect Effect Induced Effect Total Effect Employment 279 54 173 507 Labor Income $28,674,521.0 $3,628,456.9 $9,033,994.0 $41,336,971.8 Total Value Added $25,736,903.7 $4,607,061.4 $16,085,027.4 $46,428,992.5 Output $32,699,998.8 $6,889,315.6 $24,687,736.0 $64,277,050.3 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. Although Thoroughbred racing no longer attracts the crowds that were present in horseracing’s heyday, roughly 440,000 persons attended live races or bet on simulcast races at Suffolk Downs in 2012. These patrons incur travel costs such as gasoline and transit fares, and spend money on food and other goods while betting on horse racing at Suffolk Downs. A small percentage will seek lodging in the area, particularly on big race days. Exhibit 8.7 presents CCA’s estimates of the direct spending of Suffolk Downs patrons in the local economy by category. We estimate that such spending was approximately $1.4 million (Exhibit 8.7) PAGE 38 Exhibit 8.7 Estimated Area Spending by Suffolk Downs Patrons Spending $87,740 $548,375 $438,700 $329,025 Motel/Hotel Restaurants Transportation Retail shops/Convience Stores Total $1,403,840 Assumptions: 438,700 patrons visited Suffolk Downs in 2012 .25% of patrons stay in a motel/hotel for average price of $80 25% of Suffolk Downs patrons bought food in area for average price of $5.00 50% of all in-state patrons buy gas for the trip or take the "T", averaging $2.00 per trip Area shops attract 25% of patrons for an average sale of $3.00 Sources: Suffolk Downs, Christiansen Capital Advisors, LLC estimates. Incorporating the $1.4 million spending by Suffolk Downs patrons presented in Exhibit 8.7 in our IMPLAN model, Exhibit 8.8 presents the resulting total economic impact area spending at other local business by patrons of Suffolk Downs. Exhibit 8.8 Estimated Total Economic Impact of Area Spending by Suffolk Downs Patrons Direct Effect Indirect Effect Induced Effect Total Effect Employment 22 3 4 29 Labor Income $558,809.0 $165,181.4 $204,042.8 $928,033.2 Total Value Added $799,764.9 $297,640.4 $363,425.8 $1,460,831.1 Output $1,403,840.0 $469,925.4 $557,555.4 $2,431,320.8 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. As Exhibit 8.8 shows, the direct, indirect and induced area employment generated from this spending by Suffolk Downs patrons totals 29 persons, with associated area labor income totaling $928 thousand. Total value added by this area spending is $1.4 million. The total output of this area spending $2.4 million. Exhibit 8.9 presents the total impacts presented in Exhibits 8.1, 8.4, 8.6 and 8.8. As Exhibit 8.9 shows, the direct, indirect and induced employment generated by Thoroughbred race track, horse ownership and breeding operations in the Commonwealth totals 1,486 persons, with associated labor income totaling $61.6 million. Total value added is $72.3 million. Total output of Thoroughbred race track, horse ownership and breeding operations in the Commonwealth of Massachusetts is $107.8 million. PAGE 39 Exhibit 8.9 Total Economic Impact of Thoroughbred Racing, Ownership and Breeding on the Massachusetts Economy Direct Effect Indirect Effect Induced Effect Total Effect Employment 1,133 94 259 1,486 Labor Income $42,815,962.4 $5,305,172.1 $13,480,606.4 $61,601,740.8 Total Value Added $40,732,905.4 $7,560,100.0 $24,004,258.2 $72,297,263.6 Output $59,155,666.5 $11,839,278.1 $36,838,562.4 $107,833,506.9 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. Exhibit 8.10 presents the total tax impact of Thoroughbred racing, ownership, and breeding in Massachusetts. As presented in Exhibit 8.10 we estimate that total tax impact on the Commonwealth of Massachusetts, including local property taxes, payroll, and pari-mutuel taxes as well license revenues and fees of Thoroughbred Racing, Ownership and Breeding is $8.45 million. Exhibit 8.10 Total Tax Impact of Thoroughbred Racing, Ownership and Breeding on the Massachusetts Economy Employee Tax on Production Compensation and Imports Dividends Social Ins Tax- Employee Contribution Social Ins Tax- Employer Contribution Tax on Production and Imports: Sales Tax Tax on Production and Imports: Property Tax Tax on Production and Imports: Motor Vehicle Lic Tax on Production and Imports: Severance Tax Tax on Production and Imports: Other Taxes Tax on Production and Imports: S/L NonTaxes Pari-mutuel Taxes Corporate Profits Tax Personal Tax: Income Tax Personal Tax: NonTaxes (Fees) Personal Tax: Motor Vehicle License Personal Tax: Property Taxes Personal Tax: Other Tax Total State and Local Tax Households Corporations $1,925 $35,824 $63,507 $1,519,981 $2,872,671 $36,356 $200,506 $211,562 $1,472,955 $61,643 $1,702,167 $186,885 $45,588 $31,330 $4,444 $99,331 $6,314,031 $1,970,414 $63,568 Total $1,925 $35,824 $63,507 $1,519,981 $2,872,671 $36,356 $0 $200,506 $211,562 $1,472,955 $61,643 $1,702,167 $186,885 $45,588 $31,330 $4,444 $8,447,344 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. PAGE 40 9. The Impact of Purse Supplements in Massachusetts As discussed in Section 3, purses are the essential driver of the Thoroughbred race horse economy. They constitute revenue for horsemen, which is the incentive to enter horses in races at Suffolk Downs. Bettors wager on races at Suffolk Downs and on Suffolk Downs races at other locations in Massachusetts and out-of-State locations, generating revenue for Suffolk Downs, horse owners in Massachusetts, and Massachusetts’s Thoroughbred breeding farms. As purses increase, the number of foals, yearlings, and associated blood stock likewise increases. 20 An increasing number of States that license pari-mutuel horseracing as well as casino gaming at racetracks supplement purses with revenue generated from casino gaming. According to Thoroughbred Racing Associations (TRA), a trade association of Thoroughbred racetracks, 14 States supplemented purses with revenue generated from casino gaming in 2009, the most recent year for which TRA provides these data. 21 Appendix III presents an overview of the U.S. Thoroughbred purse structure for the years 1993 through 2009, showing the increasing importance of casino revenue supplements to Thoroughbred purses during this period. Exhibit 9.1 presents a pro forma estimate of the annual sum that would be allocated from the gross gaming revenue generated by all Massachusetts casinos to the Massachusetts Race Horse Development Fund pursuant to the Massachusetts Expanded Gaming Act. 22 For the purposes of this report, we have assumed that Suffolk Downs is successful in efforts to obtain the Region A gaming license, 23 that a commercial casino opens in Region C, and that all Massachusetts gaming facilities are up and running by 2017 (although one or more of the proposed facilities may open earlier). The relevant sections of this law are excerpted in Appendix II. In this pro forma estimate, approximately $29.3 million of the Category 1 gross gaming revenue generated by Massachusetts casinos would be allocated to the Race Horse Development Fund in 2017. 20 Neibergs, J.S. and Thaheimer, R. (1997) “Price Expectations and Supply response in the Thoroughbred Yearling Market”, Journal of Agricultural and Applied Economics. 21 The 14 States that supplemented purses with revenue generated from casino gaming in 2009 are Arkansas, Delaware, Florida, Iowa, Indiana, Louisiana, Maryland, Minnesota, New Jersey, New Mexico, New York, Oklahoma, Pennsylvania, and West Virginia. Thoroughbred Racing Associations, Non-Pari-mutuel Revenues to US Thoroughbred Purses, 2009. 22 §§ 59 and 60 of Chapter 194 of the Sessions Laws of 2011. See Appendix II. 23 Suffolk Downs’s management asserts that if they are not awarded a gaming license, the owners will cease racing operations. PAGE 41 Exhibit 9.1: Massachusetts Race Horse Development Fund Statutory Rates Estimated Category 1 GGR Gaming Privilege Tax Race Horse Development Fund Estimated Category 2 Contribution 25% of 100% 2.5% of 25% of 100% 9% of GGR Estimated Dollar Amount ($s in millions) $1,800.0 $450.0 $11.3 $18.0 Total $29.3 Source: Christiansen Capital Advisors; Commonwealth of Massachusetts Exhibit 9.2 presents pro forma estimates of the annual distributions from the Race Horse Development Fund as provided by the Massachusetts Expanded Gaming Act. Exhibit 9.2: Massachusetts Race Horse Development Fund Annual Distributions ($) Race Horse Development Fund Horsemen (Purses) Massachusetts Thoroughbred Breeding Program Health and Pensions for Horsemen Distribution (%) 100% 80% 16% 4% Distribution ($) $29,250,000 $23,400,000 $4,680,000 $1,170,000 Source: Christiansen Capital Advisors; Commonwealth of Massachusetts Of the Race Horse Development Fund’s estimated $29.3 million in revenue from casinos in Massachusetts, 80%, or approximately $23.4 million, would be distributed to Massachusetts purses. Pursuant to discussion with the management of Suffolk Downs, CCA assumes that 75% of this $23.4 million, or approximately $17.5 million, would be allocated by the Race Horse Development Fund to Thoroughbred purses (i.e., $17.5 million would be used to supplement purses at Suffolk Downs). Annual purse supplements of $17.5 million would dramatically increase the purses paid at Suffolk Downs. Exhibit 9.3 shows the impact that supplementing Suffolk Downs purses with $17.5 million of revenue generated from casinos in Massachusetts would have on purses paid at Suffolk Downs. PAGE 42 Exhibit 9.3: Pro Forma Projection of Suffolk Downs Purses with Casino Supplements $30.000000 $25.000000 Purse Paid (in millions) $20.000000 186.9% Increase $15.000000 $10.000000 $5.000000 $0.000000 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Source: Suffolk Downs, Massachusetts Racing Commission, The Jockey Club, Christiansen Capital Advisors, LLC Supplementing Suffolk Downs purses with $17.5 million in revenue generated from casinos in Massachusetts would increase purses paid at Suffolk Downs from $ 9.4 million in 2012 to $26.9 million, an increase of 187%. Purse supplements of this magnitude would significantly improve the quality of horses that race at Suffolk Downs. In a positive feedback cycle, larger purses, particularly if some or all of the supplemented purses were restricted to horses bred in Massachusetts, would improve the business prospects for Massachusetts Thoroughbred breeding farms, thus preserving the threatened green space Thoroughbred breeding farms provide throughout the Commonwealth. If the experience with casino revenue purse supplements in other jurisdictions is a guide (the experience with purse supplements in other jurisdictions is reviewed in Appendices V –VII), purse supplements, by improving the quality of racing Suffolk Downs offers, would stimulate wagering on Suffolk Downs racing, reversing the downward trend in Suffolk Downs handle (Section 5). In the long term, these developments would attract new capital investment in Massachusetts’s equine industry. PAGE 43 As the data presented in Appendix III demonstrate, purses for Thoroughbred racing in the United States increasingly depend on revenue generated from casino gaming at racetracks and other activities, including poker and other card room gambling, unrelated to horseracing. In 1993 casino gaming at racetracks contributed about $530,000 to U.S. Thoroughbred purses, or less than 0.1% of total U.S. Thoroughbred purses that year. In nominal dollar and percentage-of-total-purse terms the casino gaming contribution to U.S. Thoroughbred purses has increased steadily since 1993. In 2009, the most recent year for which these data are available, casino gaming at racetracks contributed almost $319 million to U.S. Thoroughbred purses, or 29% of total U.S. Thoroughbred purses that year. Appendix III provides an overview of the increasing importance of casino supplements to the U.S. Thoroughbred purse structure between the year 1993 and 2009. CCA reviewed the experience with casino purse supplements and/or breeding funds in Delaware, Florida, Iowa, Louisiana, Ohio, Maryland, New Jersey, New Mexico, New York and Pennsylvania. We also reviewed the experience with purse supplements and equine breeding funds in the United States overall. In some of the States we reviewed we were unable to gather satisfactory time series pari-mutuel statistics data sets and/or equine industry information. In other States the initiation of purse supplements coincided with unrelated structural changes in racetrack markets, or operations, or with the onset of the severe contraction of the general economy that began in late 2007, which precipitated a significant decrease in both U.S. handle and the number of equine breeding farms; the decrease in U.S. Thoroughbred handle that was a consequence of this recession was so large—nearly a third of prerecession levels—as to imply structural changes in the consumer base for pari-mutuel horse racing. Negative changes of this magnitude obscure smaller positive effects like improvements in quality of racing caused by purse supplements. Generally, however, our findings were consistent with the thesis of a virtuous cycle in which when purses are supplemented with casino revenue (i.e., an exogenous source of revenue unrelated to horse race betting or the pari-mutuel economy per se) the larger purses attract better horses, which stimulates increased pari-mutuel betting, which, especially in the case when only horses bred in-State are eligible to win a portion of the supplemented purses, improves the business prospects for equine breeders and thus helps to preserve equine farming green space, which, in the congested Eastern Seaboard, is endangered by real estate development pressures. 24 Purse supplements and equine breeding fund programs in three States, Delaware, New York, and Pennsylvania, yield data that may be used to quantify the likely impact the purse supplements provided 24 The importance of purse supplements in preserving racetracks and equine breeding is the subject of a recent academic study, Karyn Malinowski, Ph.D. and Ryan Avenatti, M.S., Impact of Slot Machines/Video Lottery Terminals (VLTs) on the Economy, Horse Racing and Breeding Industry, Agriculture and Open Space in States/Provinces where they Exist: Why is this Important for New Jersey?, Rutgers, 2009. Regarding New Jersey’s horseracing and equine breeding industries the authors conclude that “The Garden State stands to lose its premier agribusiness [equine breeding] which generates $780 million of economic impact annually, 7,000 jobs, $110 million in federal, state and local taxes and 57,000 acres of working agricultural landscape and open space if racingrelated training and breeding farms leave New Jersey. An analysis by Goundrey and Malinowski in 2007 of preserved farmland in the state showed that a small portion of preserved farmland is in equine-related activity (Table 14). Only eight percent of acreage in the Farmland Preservation Program is used for horse related activities and 11 percent of preserved farms are in the horse business. Currently, acreage supported by equine interests makes up more than 20 percent of the total farmland in New Jersey (Gottlieb, 2007). This reinforces the argument that the state stands to lose this farmland to development if racing is no longer viable.”. p.29 PAGE 44 for in Massachusetts’s Expanded Gaming Act are likely to have on handle at Suffolk Downs and on the equine industry in the Commonwealth. In Delaware, purse supplements increased average daily Thoroughbred purses from $156,348 in 1996 to $301,342 in 2002, an increase of $144,994 or nearly 93%. Average live handle continued a longterm decline following the inception of racetrack VLT operations, but average daily simulcast (or export) handle shot upwards, rising from $64.6 million in 1994 to a series high of $264.4 million in the year 2000, an increase of $199.8 million or 309%. Total (i.e., live plus simulcast) handle increased from $91.8 million in 1995 to $289.9 million in the year 2000, an increase of $199.8 million or 215%. Thus, while purse supplements did not reverse a long-term downward trend in live wagering on Thoroughbred racing in Delaware, purse supplements, by attracting higher quality horses, made the simulcast signal of Delaware Thoroughbred racing more attractive to bettors in the North American simulcast market (and more valuable to Delaware Park and horsemen in Delaware), stimulating enormous increases in wagering on Delaware Thoroughbred racing. (The Delaware experience is presented in Appendix VI.) The effects of purse supplements on pari-mutuel wagering and equine breeding in New York are obscured by the circumstance that the build-out of racetrack VLT operations in New York coincided with the onset of the fiscal crisis and the ensuing recession, which began in late 2007; both had severe negative impacts on Thoroughbred handle and horse farming in New York State. Although average daily Thoroughbred handle trended generally downward between 2002 and 2011, average daily Thoroughbred purses, supplemented with growing VLT revenues, moved upwards, reaching $372,058 in 2005. As noted, average daily handle and average daily purses were both adversely impacted by the recession that began in 2007. The start of VLT operations at Aqueduct, in New York City, in November 2011 increased average daily Thoroughbred purses dramatically, from $305,749 in 2011 to $414,252 in 2012, an increase of $108,503 or 35.5%. Reversing a long-term downward trend, average daily Thoroughbred handle likewise increased, rising from $5,256,736 in 2011 to $5,745,567 in 2012, a gain of $488,831 or 9.3%. In spite of a sharp decline in the number of active Thoroughbred breeding farms caused by the recession that began in late 2007, the number of Thoroughbred mares bred in New York increased by 43% in 2012 over 2011. (The New York experience is presented in Appendix VIII.) In Pennsylvania, despite a long-term downward trend in pari-mutuel handle, purses supplemented with revenue from racetrack casino games (which started in 2006) have $55.9 million in 2006, of which $52.9 million, or 94.6%, was derived from pari-mutuel betting, with casino supplemental revenue contributing $3 million, or 5.4 %, to $209 million in 2012, of which $33.6 million, or 16.1%, was derived from pari-mutuel betting, with casino supplemental revenue contributing $175.5 million, or 83.9 %. Although Pennsylvania handle, like handle elsewhere in the United States, was severely impacted by the recession that began in 2007, purse supplements appear to have reversed the down trend in Pennsylvania handle in 2012, enabling the Commonwealth’s racetracks to post a 10% yearover-year handle gain, driven in large part by a 49% increase in export simulcasting. Casino revenue allocated to Pennsylvania’s racing industry also contributed to a total of $57.8 million in capital improvements to the backstretch areas of Pennsylvania’s racetracks, an expenditure on an oft-neglected aspect of horseracing that compares favorably to that of many, if not most, racing States. PAGE 45 Exhibit 9.4 presents projections of Suffolk Downs handle by category for the years 2013 through 2019 assuming that the purse supplements estimated in Exhibit 9.3 go into effect. Exhibit 9.6 presents these data in line chart format. In these projections, purse supplements reverse the downward trending projections for Suffolk Downs handle presented in Exhibits 7.7 and 7.8. Live handle continues to decline, albeit more slowly, falling from $6.1 million in 2013 to $5.4 million in 2019. Simulcast handle declines from $56.2 million in 2013 to $50 million in 2015 and then starts to increase, rising to $55 million in 2019. The combined effect of these changes is to stabilize onsite handle at approximately $60 million. Transmitted (i.e., export) handle, however, more than doubles, from $69.5 million in 2013 to $154.2 million in 2019, an increase of $84.7 million or 121%. The driver of this increase in export handle is the increased attractiveness of simulcast signals of Suffolk Downs’s improved quality of racing—improved due to purse supplements—to horseplayers in the North American simulcast market. For the same reason, ADW handle on Suffolk Downs racing also increases, from $76.8 million in 2013 to $93.2 million in 2019. The combined result of these complex changes in Suffolk Downs handle is to increase total wagering by nearly half (47%), from $208.6 million in 2013 to $307.9 million in 2019. Purse supplements would thus transform the outlook for Suffolk Downs’s pari-mutuel racing business, from the bleak picture implied by the handle trends presented in Section 7 to a future of robust growth. In turn, purse supplements would significantly improve the business prospects for Massachusetts horse owners and horse farms, ensuring the preservation of the many Massachusetts jobs horse owning and breeding currently provide and the endangered green space of the Commonwealth’s Thoroughbred horse farms. PAGE 46 Exhibit 9.4: Suffolk Downs Handle Projection with Purse Supplements, 2013-2019 Year Live Handle S imulcast Handle Onsite Handle Transmitted Handle All S ource Handle ADW Handle Total 2013 $6,110,768 $56,193,340 $62,304,108 $69,500,244 $131,804,352 $76,831,823 $208,636,175 2014 $5,764,287 $53,007,178 $58,771,465 $69,799,095 $128,570,560 $76,947,071 $205,517,631 2015 $5,437,452 $50,001,671 $55,439,123 $70,099,231 $125,538,354 $77,062,491 $202,600,845 2016 $5,437,452 $55,001,838 $60,439,290 $77,109,154 $137,548,444 $84,768,740 $222,317,184 2017 $5,437,452 $55,001,838 $60,439,290 $84,820,070 $145,259,360 $93,245,614 $238,504,974 2018 $5,437,452 $55,001,838 $60,439,290 $140,198,462 $200,637,752 $93,245,614 $293,883,366 2019 $5,437,452 $55,001,838 $60,439,290 $154,218,308 $214,657,598 $93,245,614 $307,903,212 Note: Live Handle is wagering on live races by patrons at Suffolk Downs; Simulcast Handle is wagering on races at other facilities by patrons at Suffolk Downs; Onsite Handle is the total of Live and Simulcast Handle; Transmitted Handle (Export Handle) is wagering on live races at Suffolk Downs by patrons at facilities outside Massachusetts (including wagering on Suffolk races at Plainridge and Raynham); All Sources Handle is Onsite plus Transmitted Handle; ADW Handle is online wagering by Massachusetts residents through TVG, Xpress Bet, You Bet and Twin Spires. These pools are not maintained by Suffolk Downs; Source: Suffolk Downs; Christiansen Capital Advisors Assumptions: 1. Between 2013 and 2015, handle grows at a constant rate, which is the average growth rate between 2000 and 2012. The projection assumes that the negative impact of the 2008 financial crisis was temporary; consequently the negative growth rates during 2008 and 2010 are not taken into consideration when generating the projections. We assume that some purse supplements begin to trickle in sometime 2015 from the Category 2 license stabilizing track handle from 2016 to 2019. We assume that by 2017 all Massachusetts gaming facilities are up and running and contributing to purses at Suffolk Downs. 2. The number of live racing days: 80 in 2014 and 15, 105 in 2016, 115 in 2017, 125 in 2018 and 100 in 2019. PAGE 47 Exhibit 9.5: Suffolk Downs Handle Projection 2013-2019 $350,000,000 $300,000,000 $250,000,000 $200,000,000 $150,000,000 $100,000,000 $50,000,000 $0 2013 2014 Live Handle 2015 Simulcast Handle 2016 Transmitted Handle 2017 ADW Handle 2018 2019 Total Source: Christiansen Capital Advisors, LLC Assuming a takeout rate of 4% on export handle and 20% on the imported and on track handle presented in Exhibit 9.5 and using the results as inputs to the IMPLAN model, Exhibit 9.6 presents the estimated total economic impact on the Commonwealth of live racing and simulcast betting at Suffolk Downs in 2019, assuming that the purse supplements projected in Exhibit 9.3 go into effect. As shown in Exhibit 9.6, the estimated direct, indirect and induced employment generated by Thoroughbred race track operations in the Commonwealth under these assumptions would total 651 persons, with associated labor income totaling $53.1 million. Total value added is $59.6 million. Total output of Thoroughbred race track operations in Massachusetts is $82.6 million. PAGE 48 Exhibit 9.6: Estimated Economic Impacts of Thoroughbred Track Operations in 2019 Direct Effect Indirect Effect Induced Effect Total Effect Employment 359 69 223 651 Labor Income $36,834,027 $4,660,956 $11,604,671 $53,099,654 Total Value Added $33,060,493 $5,918,028 $20,662,118 $59,640,639 Output $42,004,978 $8,849,711 $31,712,778 $82,567,468 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. Using the projections presented in Section 8 as a baseline, Exhibit 9.7 estimates the total economic impact of the breeding and horse owning sector in 2019. Estimated horse owning sector employment increases from a current 530 to 992 in 2019. Horse owning sector labor income increases from $11 million currently to $20.7 million in 2019. Horse owning sector value added increases from $11.7 million currently to $21.9 million in 2019. Horse owning sector output increases from $18.3 million currently to $34.2 million in 2019. Breeding sector employment increases from 420 currently to 1,959 in 2019. Breeding sector labor income increases from $8.3 million currently to $18.8 million in 2019. Breeding sector value added increases from $12.7 million currently to $28.8 million in 2019. Breeding sector output increases from $22.845 million currently to $51.7 million in 2019. Exhibit 9.7: Estimated Economic Impacts of Breeding and Horse Ownership in 2019 Horsemen Direct Effect Indirect Effect Induced Effect Total Effect Employment 891 15 87 992 Labor Income $15,103,241 $1,031,149 $4,525,687 $20,660,077 Total Value Added $12,212,156 $1,575,497 $8,059,262 $21,846,915 Output $18,649,999 $3,193,659 $12,367,186 $34,210,844 Breeders Direct Effect Indirect Effect Induced Effect Total Effect 1,814 66 79 1,959 $12,486,447 $2,175,789 $4,132,375 $18,794,612 $17,375,548 $4,107,952 $7,360,477 $28,843,977 $34,172,966 $6,282,482 $11,291,832 $51,747,281 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. Although an unknowable percentage of purses awarded at Suffolk Downs will go to horses owned or bred outside Massachusetts, the Massachusetts Expanded Gaming Act ensures that purses totaling $4.7 million will be allocated to Massachusetts-bred Thoroughbreds, while $1.2 million will be allocated for health and pensions for horsemen. Further, even though some purse awards will go to horses bred outside the Commonwealth, these horses will be in Massachusetts running and training for at least part PAGE 49 of the year. If we assume that half of the new Thoroughbred purse supplement funds find their way into the Massachusetts economy, either as direct payments to Massachusetts breeders and horsemen or in spending by owners from other States who race at Suffolk Downs for training, feed, and veterinary services while they are in Massachusetts, our IMPLAN model returns the following economic impact of horse ownership and Thoroughbred breeding in the Commonwealth. Exhibit 9.8 sums the data presented in Exhibits 9.5, 9.6, and 8.8 (from the previous Section). 25 With purse supplements from casino gaming in Massachusetts the total direct, indirect and induced employment generated by Thoroughbred racing, horse ownership and breeding operations in the Commonwealth will total 3,631 persons in 2019. Associated labor income will total $93.5 million. Total value added will be $111.8 million. Total output of Thoroughbred race track, horse ownership and breeding operations in Massachusetts will be $170.9 million. Exhibit 9.8 Total Economic Impact of Thoroughbred Equines on the Massachusetts Economy (2019) Total Direct Effect Indirect Effect Induced Effect Total Effect Employment 3,086 153 393 3,631 Labor Income $64,982,524 $8,033,076 $20,466,776 $93,482,376 Total Value Added $63,447,962 $11,899,118 $36,445,282 $111,792,362 Output $96,231,784 $18,795,778 $55,929,352 $170,956,914 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. Exhibit 9.9 presents the projected tax impact of Thoroughbred racing, horse owning, and breeding operations in Massachusetts in 2019. As Exhibit 9.9 shows, we estimate that the total tax impact on the Commonwealth of Massachusetts, including local property taxes, payroll, and pari-mutuel taxes as well as license revenues and fees generated from of Thoroughbred racing, ownership and breeding, would be $12 million. 25 The experience in other jurisdictions indicates that on track handle is unlikely to be meaningfully impacted by purse supplements, thus spending at other area business is likewise unlikely to be materially affected. PAGE 50 Exhibit 9.9 Total Estimated Tax Impact of the Thoroughbred Industry on the Massachusetts Economy (2019) Employee Tax on Production Compensation and Imports Dividends Social Ins Tax- Employee Contribution Social Ins Tax- Employer Contribution Tax on Production and Imports: Sales Tax Tax on Production and Imports: Property Tax Tax on Production and Imports: Motor Vehicle Lic Tax on Production and Imports: Severance Tax Tax on Production and Imports: Other Taxes Tax on Production and Imports: S/L NonTaxes Pari-mutuel Taxes Corporate Profits Tax Personal Tax: Income Tax Personal Tax: NonTaxes (Fees) Personal Tax: Motor Vehicle License Personal Tax: Property Taxes Personal Tax: Other Tax Total State and Local Tax Households Corporations $4,181 $56,219 $99,661 $2,123,537 $4,013,355 $50,793 $280,123 $295,569 $1,974,673 $133,837 $2,591,854 $284,566 $69,416 $47,706 $6,768 $155,880 $8,738,050 $3,000,310 $138,018 Total $4,181 $56,219 $99,661 $2,123,537 $4,013,355 $50,793 $0 $280,123 $295,569 $1,974,673 $133,837 $2,591,854 $284,566 $69,416 $47,706 $6,768 $12,032,258 Sources: Christiansen Capital Advisors, LLC, Minnesota IMPLAN Group, Inc. In addition to the positive tax impacts estimated in Exhibit 9.9, the purse supplements stipulated in the Massachusetts Expanded Gaming Act are likely to have positive impacts on Thoroughbred breeding in the Commonwealth. As noted above, the Massachusetts Expanded Gaming Act provides that supplemented purses totaling an estimated $4.7 million will be allocated to purses restricted to Massachusetts-bred horses (i.e., purses only horses bred in Massachusetts are eligible to win). Extrapolating this $4.7 million in restricted purses to current ratios of horse farm acreage to horse farms (approximately 50 acres per farm), and all things being equal, this $4.7 million in supplemented restricted purses could result in an increase of 3,325 acres in green space devoted to breeding Thoroughbred horses in the Commonwealth, either by an expansion of existing farms and/or the establishment of new breeding farms in Massachusetts. An unknowable percentage of the total (i.e., unrestricted as well as restricted) supplemented purses awarded at Suffolk Downs will be won by horses owned or bred outside Massachusetts. 26 If we assume that half of the estimated total purse funds ($12.8 million) are won by Massachusetts-bred horses, this improvement in the earnings prospects for Thoroughbred racehorses bred in the Commonwealth could result in an additional 4,500 acres being devoted to Thoroughbred breeding in Massachusetts. In the aggregate, therefore, the implementation of casino gaming in the Commonwealth and the large increase in purse funds that the Massachusetts Expanded Gaming Act ensures could lead to a doubling 26 For this reason, increased purse awards in the Commonwealth could lead to an expansion of Thoroughbred breeding in nearby States such as Maine, New Hampshire, and Vermont. PAGE 51 of the green space provided by breeding Thoroughbred horses in the Commonwealth over the long term. PAGE 52 Christiansen Capital Advisors, LLC Christiansen Capital Advisors, LLC has been advising leisure industries, governments that authorize and regulate various forms of gambling, investment banks and other financial institutions, law firms and other entities domestically and abroad since 1985. Representative domestic clients include Caesars Entertainment (Harrah’s Entertainment), Penn National Gaming, Boyd Gaming, Isle of Capri Casinos, Inc., The State of Rhode Island, The Massachusetts Lottery, The State of Kansas/The Kansas Lottery, The State of New Jersey Office of the Treasurer, Sterling Suffolk Racecourse LLC, The New York Racing Association (NYRA), Churchill Downs Inc., Shefsky & Froelich Ltd., Constantine Cannon LLP, and Merrill Lynch (now Bank of America Merrill Lynch). PAGE 53 Disclaimer This report contains forward-looking estimates, projections, and/or statements. These projections, estimates and/or statements are based upon our current expectations about future events, and reflect our existing beliefs and knowledge regarding the operating environment, trends, plans, objectives, goals, expectations, anticipation, actual results of operations, future performance and business plans discussed in this report. Further, statements that include the words "may," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "intend," "plan," “project,” or other words or expressions of similar meaning occur in this report. These statements reflect our judgment on the date they are made and we undertake no duty to update such statements in the future. In preparing this report, CCA has relied on data, information, projections and forecasts provided by others. CCA has relied on sources for these data it considers reliable and has made its best effort to ensure the accuracy of such data, information, projections and forecasts, but has not conducted audits of the sources used. CCA has included estimates and assumptions made by CCA that CCA believes are appropriate, but CCA makes no representation that there will be no variances between actual outcomes and such estimates and assumptions. Although we believe that the expectations presented here are reasonable, any or all of the estimates or projections in this report may prove to be incorrect. Inevitably, some assumptions underlying this report will not materialize, and, as a result, the projections made in this report may deviate from actual occurrences. CCA relied on data provided by the Minnesota IMPLAN Group in order to generate estimates of indirect employment, induced employment and economic output. CCA reviewed the data provided by Minnesota IMPLAN Group and third parties and utilized such data in good faith, but assumes no liability resulting from errors, omissions or any other inaccuracies with respect to the information provided by such third parties. Consequently, actual results achieved during the period covered by our analysis may vary from our estimates and the variations may be material. CCA accepts no liability in relation to the estimates provided herein. PAGE 54 Appendix I: Scope of Work In performing this study of the Massachusetts Thoroughbred equine industry CCA was asked to perform the following specific tasks: 1) Undertake an economic impact analysis to include the operations of racing, wagering and ancillary activities at Suffolk Downs. This analysis will include: A. A description of the number and kinds of jobs created directly and indirectly by Suffolk Downs; B. The wages generated directly and indirectly at Suffolk Downs; C. The total aggregate economic activity in Massachusetts associated with racing at Suffolk Downs including direct, indirect, and induced employment and wages; D. An estimate of investment impacts of racing and ancillary activities at Suffolk Downs; E. An estimate of the State and local tax revenue and other sources of public revenue (breakage, e.g.) generated from operations at Suffolk Downs. 2) Undertake an analysis of current and historical racing statistics associated with racing and wagering at Suffolk Downs. This analysis will include: A. B. C. D. E. F. G. Wagering (handle); Takeout; Purse distributions; Breakage; Number of racing days; Pari-mutuel tax contributions; Revenues generated from non-racing activities at Suffolk Downs. 3) Undertake an analysis of the current agricultural economic contribution associated with breeding, raising, and training Thoroughbred horses in Massachusetts. This analysis will include an analysis of the following data: A. B. C. D. E. F. Number of Massachusetts Thoroughbred stallions, mares, and yearlings, Number of Thoroughbred farms/training facilities in the Commonwealth, with acreage, Associated expenditures (farriers, transportation services, feed, veterinarian services); Expenditures on equipment in support of the Thoroughbred agricultural economy; Expenditures on Thoroughbred transportation services; Expenditures on feed, and for other equine care. 4) Using statistics characterizing the Massachusetts Thoroughbred agricultural economy output from Tasks 1-3, CCA will describe and estimate the aggregate Thoroughbred agricultural economic contribution in Massachusetts. This will include: A. A description of the kinds of jobs created directly and indirectly associated with the Thoroughbred agricultural economy; B. A estimate of the wages generated directly and indirectly from the Thoroughbred agricultural economy; PAGE 55 C. An estimate of the direct, indirect, and induced employment and wages associated with the Thoroughbred agricultural economy in Massachusetts; D. An estimate of output of farm operations in Massachusetts; E. The number, extent, and economic impact of Massachusetts racing breeding farm operations and training facilities; F. An estimate of impacts of Massachusetts horse producers and the Suffolk Downs racing operation on the Commonwealth; G. An analysis identifying the extent to which purses paid at Suffolk Downs are a source of income to Massachusetts horse owners, and spinoff impacts resulting from the payment of those purses. 5) An analysis of equine industry-related tourism and open space contributions to the quality of life for Massachusetts residents. This will include: A. An evaluation of the extent to which racing, breeding farms, and training operations contribute to preserving open space within the Commonwealth; B. An estimate of tourist (non-Massachusetts residents) visitation, spending, and related effects associated with the operation of Suffolk Downs. 6) An estimate of the projected economic and measureable non-economic impacts of racing and wagering at Suffolk Downs on the Massachusetts economy assuming a casino at Suffolk Downs is licensed and operational. PAGE 56 Appendix II: Law Governing Purse Supplements in Massachusetts Appendix II presents the provisions of the Massachusetts law allocating 2.5% of the revenue received from a Category I casino license to the Massachusetts Race Horse Development Fund (§§ 59 and 60 of Chapter 194 of the Sessions Laws of 2011). Pertinent language is highlighted in yellow. An Act establishing expanded gaming in the Commonwealth Chapter 194 of the Sessions Laws of 2011 Sections 59 and 60 Section 55. Imposes a tax of 25% on gross gaming revenues at category 1 casino establishments, a tax of 40% on gross gaming revenues at category 2 establishments and an additional 9% on gross gaming revenues to the Massachusetts Race Horse Development Fund from category 2 establishments. Section 59. There shall be established and set up on the books of the commonwealth a Gaming Revenue Fund which shall receive revenues collected from the tax on gross gaming revenue received from gaming licensees. The commission shall be the trustee of the fund and shall transfer monies in the fund as follows: (1) 100 per cent of the revenue received from a category 2 licensee shall be transferred to the Gaming Local Aid Fund established in section 63; and (2) 100 per cent of the revenue received from a category 1 licensee shall be transferred as follows: (a) 2 per cent of revenues to the Massachusetts cultural council of which one-quarter of the revenues received shall be dedicated to the organization support program of the Massachusetts cultural council and three-quarters of revenues shall be dedicated to support not-for-profit and municipally-owned performing arts centers impacted as a result of the operation of gaming facilities; provided, however, that funds dedicated to such performing arts centers shall be to subsidize fees paid to touring shows or artists; and provided further, that funding shall be appropriated through a competitive grant process to be developed and administered by the Massachusetts cultural council; (b) 1 per cent to the Massachusetts Tourism Fund to fund tourist promotion agencies under clause (c) of section 35J of chapter 10; (c) 6.5 per cent to the Community Mitigation Fund established in section 61; (d) 4.5 per cent to the Local Capital Projects Fund, established in section 2EEEE of chapter 29; (e) 20 per cent to the Gaming Local Aid Fund, established in section 63; (f) 10 per cent to the Commonwealth Stabilization Fund established in section 2H of chapter 29; provided, however, that in any fiscal year in which the amount appropriated in line-item 7061-0008 of the general appropriation act, paid from the General Fund, or the amount of unrestricted general government aid paid from the General Fund, including lottery aid distribution to cities and towns as paid from the General Fund under clause (c) of the second paragraph of section 35 of said chapter 10 and the amount of additional funds distributed to cities and towns as additional assistance paid from the General Fund, is less than that of the previous fiscal year, up to 1/2 of the funds otherwise directed to the Commonwealth Stabilization Fund under this section, up to an amount equal to the deficiency between said appropriations for the current and previous fiscal years, shall be transferred to the Gaming Local Aid Fund in addition to the 25 per cent under clause (e); (g) 14 per cent to the Education Fund established in section 64; (h) 9.5 per cent to the Gaming Economic Development Fund established in section 2DDDD of said chapter 29; (i) 10 per cent shall be used for debt reduction through a program of debt defeasance and accelerated debt payments; provided, however, that this program shall be developed jointly by the state treasurer PAGE 57 and the secretary of administration and finance and shall be implemented in compliance with state finance law; provided further, that this program shall prioritize the reduction of risk in the commonwealth's debt portfolio, but may also include payments to decrease the unfunded pension liability of the Pension Reserves Investment Trust Fund; and provided further, that the secretary of administration and finance and the state treasurer shall provide a written description of the program to the finance advisory board established in section 97 of chapter 6 for the board's review and comment before the program is implemented and shall file a copy of that description with the house and senate committees on ways and means and the house and senate committees on bonding, capital expenditures and state assets when it is submitted to the finance advisory board; (j) 15 per cent to the Transportation Infrastructure and Development Fund established in section 62; (k) 5 per cent to the Public Health Trust Fund established in section 58; and (l) 2.5 per cent to the Race Horse Development Fund established in section 60. Section 60. (a) There shall be established and set up on the books of the commonwealth a Race Horse Development Fund to be administered by the commission. The fund shall consist of monies deposited under subsection (c) of section 55. The commission shall make distributions from the Race Horse Development Fund to each licensee under chapter 128A. (b) There shall be a horse racing committee consisting of 5 members, 1 of whom shall be the governor or the governor’s designee who shall serve as chair, 1 of whom shall be the treasurer and receiver general or the treasurer’s designee, 1 of whom shall be the chair of the commission or the chair’s designee, 1 of whom shall be appointed by the New England Horsemen’s Benevolent & Protective Association and the Massachusetts Thoroughbred Breeding Program and 1 of whom shall be appointed by the Harness Horseman’s Association of New England and the Massachusetts Standardbred Breeding Program. The horse racing committee shall make recommendations on how the funds received in subsection (a) shall be distributed between thoroughbred and standardbred racing facilities to support the thoroughbred and standardbred horse racing industries under this section. In making its recommendations, the committee shall consider certain criteria including, but not limited to: (i) the average purses awarded at thoroughbred and standardbred racing facilities; (ii) the total employment numbers, both direct and indirect, attributable to each horse racing industry; (iii) the relative needs of each horse racing industry for increased purses; (iv) the amount of the live racing handle generated by each horse racing industry; and (v) the number of breeding and training farms of each industry that are located in the commonwealth. The committee shall submit distribution recommendations to the clerks of the senate and house of representatives not later than 30 days before submitting the recommendations to the commission for final approval. The commission shall only change the distribution percentage upon a recommendation by the committee. (c) Funds received from the Race Horse Development Fund shall be distributed between thoroughbred and standardbred accounts, as approved by the commission, as follows: (i) 80 per cent of the funds approved by the commission shall be deposited weekly into a separate, interest-bearing purse account to be established by and for the benefit of the horsemen; provided, however, that the earned interest on the account shall be credited to the purse account; and provided further, that licensees shall combine these funds with revenues from existing purse agreements to fund purses for live races consistent with those agreements with the advice and consent of the horsemen; (ii) 16 per cent of the funds approved by the commission shall be deposited as follows: (A) for a thoroughbred track, into the Massachusetts Thoroughbred Breeding Program authorized by the commission; or (B) for a standardbred track, into the Massachusetts Standardbred Breeding Program PAGE 58 authorized by the commission; (iii) 4 per cent shall be used to fund health and pension benefits for the members of the horsemen’s organizations representing the owners and trainers at a horse racing facility for the benefit of the organization’s members, their families, employees and others under the rule and eligibility requirements of the organization, as approved by the commission; provided, however, that this amount shall be deposited within 5 business days of the end of each month into a separate account to be established by each respective horsemen’s organization at a banking institution of its choice; and provided further, that of this amount, the commission shall determine how much shall be paid annually by the horsemen’s organization to the thoroughbred jockeys or standardbred drivers organization at the horse racing facility for health insurance, life insurance or other benefits to active and disabled thoroughbred jockeys or standardbred drivers under the rules and eligibility requirements of that organization. http://malegislature.gov/Laws/SessionLaws/Acts/2011/Chapter194 PAGE 59 Appendix III: Purse Supplements in the United States Exhibit III.1 presents the pari-mutuel and casino gaming components of U.S. Thoroughbred purses between the years 1993 and 2009. Exhibit III.2 presents the underlying data in table format and calculates the percentage of total U.S. Thoroughbred purses contributed by pari-mutuel betting and casino gaming. 27 Exhibit III.1: Pari-mutuel and Casino Gaming Components of U.S. Thoroughbred Purses 19932009 ($ Millions) $1,600 2007 recession begins The 2001 recession $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 1993 1994 1995 1996 1997 1998 1999 2000 Non-Pari-mutuel Revenue to Purses 2001 2002 2003 2004 2005 2006 2007 2008 2009 Pari-mutuel Revenue to Purses Note: On July 17, 2003 the NBER determined that the 2001 recession lasted eight months, beginning in March 2001 and ending in November 2001 (http://www.nber.org/cycles/july2003/recessions.html). The National Bureau of Economic Research (NBER) announced on December 1st 2008 that the U.S. economy entered a recession in December 2007 (http://www.nber.org/dec2008.html). Source: Thoroughbred Racing Associations, State racing commissions, The Jockey Club, Christiansen Capital Advisors, LLC. 27 Direct subsidies paid by casinos to the racing industry in New Jersey and Indiana are included in Exhibits 8.5 and 8.6. PAGE 60 Exhibit III.2: Pari-mutuel and Casino Gaming Components of U.S. Thoroughbred Purses 19932009 Year 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Total U.S. Total Non-PariTotal Pari-mutuel Percentage of Purses Purses mutuel Revenue to Revenue to Purses Derived from ($ Millions) Purses ($ Millions) ($ Millions) Non-Pari-mutuel Sources $ 692.1 $ 0.53 $ 691.57 0.08% 718.4 1.07 717.33 0.15% 761.6 4.37 757.23 0.57% 792.7 23.54 769.16 2.97% 851.5 38.62 812.88 4.54% 904.0 51.18 852.82 5.66% 962.9 66.04 896.86 6.86% 1,030.9 96.27 934.63 9.34% 1,067.5 121.13 946.37 11.35% 1,074.2 142.51 931.69 13.27% 1,055.5 149.47 906.03 14.16% 1,092.1 177.92 914.18 16.29% 1,085.0 199.66 885.34 18.40% 1,120.4 208.18 912.22 18.58% 1,180.6 255.82 924.78 21.67% 1,165.0 297.21 867.79 25.51% 1,098.2 318.58 779.62 29.01% Percentage of Pari-mutuel Handle Allocated to Purses 7.20% 7.25% 7.26% 6.62% 6.48% 6.50% 6.53% 6.53% 6.48% 6.19% 5.97% 6.05% 6.08% 6.17% 6.28% 6.36% 6.33% Source: Thoroughbred Racing Associations, State racing commissions, The Jockey Club, Christiansen Capital Advisors, LLC. Exhibits III.1 and III.2 record the increasing dependency of U.S. Thoroughbred purses on casino gaming at racetracks and other activities, including poker and other card room gambling, unrelated to Thoroughbred horseracing. In 1993 casino gaming at racetracks contributed about $530,000 to U.S. Thoroughbred purses, or less than 0.1% of total U.S. Thoroughbred purses that year. In nominal dollar and percentage of total purse terms the casino gaming contribution to U.S. Thoroughbred purses has increased steadily since 1993. In 2009 casino gaming at racetracks 28 contributed almost $319 million to U.S. Thoroughbred purses, or 29% of total U.S. Thoroughbred purses that year. 28 Includes direct subsidies paid by Atlantic City casinos to New Jersey racetracks and horsemen. PAGE 61 Appendix IV: U.S. and Selected State Handle 2000-2012 Exhibit IV.1 presents U.S. Thoroughbred handle for the years 2000 through 2012. Exhibit IV.2 presents these data in table format. U.S. Thoroughbred handle reached a series high of $15.2 billion in 2003, declining to $14.7 in 2007. Following 2007 U.S. Thoroughbred handle declined precipitously, falling to a series low of $10.8 billion in 2011. Between 2003 and 2011 U.S. Thoroughbred shrank by $4.4 billion, or 29%, Exhibit IV.1: U.S. Thoroughbred Handle 2000-2012 U.S. Thoroughbred Handle 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 U.S. Thoroughbred Handle Source: The Jockey Club PAGE 62 Exhibit IV.2: U.S. Thoroughbred Handle 2000-2012 ($ Millions) Year 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 U.S. Thoroughbred Handle 14,321 14,599 15,062 15,180 15,099 14,561 14,785 14,725 13,662 12,315 11,419 10,770 10,882 Source: The Jockey Club Exhibit IV.3 presents year-over-year pari-mutuel handle growth rates for selected States and for the United States for the years 2000 through 2011. Year-over-year handle growth rates cluster around zero, falling into negative territory after 2006, reflecting the severe adverse impact of the recession that began in 2007 on the pari-mutuel racing industry. Some of the outliers in this exhibit are due to apparent anomalies in ARCI and/or State racing commission handle data. PAGE 63 Exhibit IV.3: U.S. and Selected States Total Pari-Mutuel Handle Year-Over-Year Growth Rates 2000-2012 100.00% 80.00% 60.00% 40.00% 20.00% 0.00% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 -20.00% -40.00% US YOY* Rate DL YOY Rate FL YOY Rate IA YOY Rate LA YOY Rate MD YOY Rate NJ YOY Rate NM YOY Rate NY YOY Rate OH YOY Rate PA YOY Rate Note: Data for Pennsylvania 2010 and 2012 is from 2011 and 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board Source: ARCI Reports 2000-2011; 2011 and 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board PAGE 64 Appendix V : U.S. Thoroughbred Purses 2000-2012 Exhibit V.1 presents U.S. Thoroughbred purses for the years 2000 through 2012. Exhibit V.1: U.S. Thoroughbred Gross Purses 2000-2012 Year 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 U.S. Thoroughbred Gross Purses 1,030.90 1,067.50 1,074.20 1,055.50 1,092.10 1,085.00 1,120.40 1,180.60 1,165.00 1,098.20 1,031.30 1,061.20 1,127.80 Source: The Jockey Club Exhibit V.2 presents these data in bar chart format. PAGE 65 Exhibit V.2: U.S. Thoroughbred Gross Purses 2000-2012 U.S. Thoroughbred Gross Purses 1,200.00 1,150.00 1,100.00 1,050.00 1,000.00 950.00 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 U.S. Thoroughbred Gross Purses Source: The Jockey Club PAGE 66 Appendix VI: Purse Supplements in Delaware Exhibit VI.1 presents number of race days, live handle, simulcast (Delaware Park export) handle, total handle, average daily live handle, and average daily simulcast (export) handle for Delaware for the years 1994 through 2012. Exhibit VI.1: Delaware Average Daily Live Thoroughbred Handle and Simulcast Delaware Park Export Year Live Handle Simulcast Delaware Park Export Total Handle 1994 $35,610,116 $21,422,110 $57,032,226 1995 27,251,269 64,589,960 91,841,229 1996 28,442,006 107,368,067 135,810,073 1997 30,379,849 177,445,871 207,825,720 1998 25,012,926 205,023,148 230,036,074 1999 26,313,188 254,768,865 281,082,053 2000 25,455,446 264,338,726 289,794,172 2001 22,965,700 259,539,722 282,505,422 2002 22,228,588 260,456,580 282,685,168 2003 19,671,990 252,378,766 272,050,756 2004 18,233,483 230,272,674 248,506,157 2005 18,569,775 216,709,900 235,279,675 2006 17,167,868 211,195,699 228,363,567 2007 14,419,478 198,360,276 212,779,754 2008 11,915,673 153,917,895 165,833,568 2009 11,016,130 157,961,748 168,977,878 2010 10,200,237 170,871,062 181,071,299 2011 8,835,560 141,026,874 149,862,434 2012 7,025,291 109,746,624 116,771,915 Live Race Days Daily Live Handle Daily Simulcast Export Daily Total 135 $263,779 129 211,250 139 204,619 149 203,892 143 174,916 143 184,008 149 170,842 139 165,221 141 157,650 141 139,518 134 136,071 139 133,596 136 126,234 137 105,252 136 87,615 116 94,967 116 87,933 106 83,354 100 70,253 $158,682 500,697 772,432 1,190,912 1,433,728 1,781,600 1,774,085 1,867,192 1,847,210 1,789,920 1,718,453 1,559,064 1,552,910 1,447,885 1,131,749 1,361,739 1,473,026 1,330,442 1,097,466 $422,461 711,948 977,051 1,394,803 1,608,644 1,965,609 1,944,927 2,032,413 2,004,859 1,929,438 1,854,524 1,692,660 1,679,144 1,553,137 1,219,364 1,456,706 1,560,959 1,413,797 1,167,719 Note: Delaware’s video lottery (i.e., VLTs at racetracks) began in 1995-1996 Source: Delaware Thoroughbred Racing Commission, Annual Report, 2012 PAGE 67 Exhibit VI.2 presents average daily live handle, and average daily simulcast (export) handle for Delaware for the years 1994 through 2012 in line chart format. Exhibit VI.2: Delaware Average Daily Live Thoroughbred Handle and Simulcast Delaware Park Export 2000000 1800000 1600000 1400000 1200000 1000000 800000 600000 400000 200000 0 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Daily Live Handle Daily Simulcast Export Note: Delaware’s video lottery began in 1995-1996 Source: Delaware Thoroughbred Racing Commission, Annual Report, 2012 Exhibit VI.3 presents average daily live and simulcast Thoroughbred handle in Delaware for the years 1996 through 2012. Delaware video lottery operations, (i.e., VLTs at racetracks, operating under law allocating shares of VLT revenue to purses) started in 1995-1996. While average live handle continued a long-term decline following the inception of racetrack VLT operations, average daily simulcast (or export) handle shot upwards, rising from $64.6 million in 1994 to a series high of $264.4 million in the year 2000, an increase of $199.8 million or 309%. Total (i.e., live plus simulcast) handle increased from $91.8 million in 1995 to a series high of $289.9 million in the year 2000, an increase of $199.8 million or 215%. PAGE 68 Exhibit VI.3: Delaware Average Daily Live and Simulcast Thoroughbred Handle 2,500,000.00 2,000,000.00 1,500,000.00 1,000,000.00 500,000.00 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Daily Total Handle Note: Delaware’s video lottery began in 1995-1996 Source: Delaware Thoroughbred Racing Commission, Annual Report, 2012 Exhibit VI.4 presents Delaware average daily Thoroughbred purses for the years 1996 through 2012. Exhibit VI.5 presents these data in line chart format. Purse supplements increased average daily Thoroughbred purses from $156,348 in 1996 to a series high of $301,342 in 2002, an increase of $144,994 or nearly 93%. While purse supplements did not reverse a long-term downward trend in live wagering on Thoroughbred racing in Delaware the supplements, by attracting higher quality horses, made the simulcast signal of Delaware Thoroughbred racing more attractive to bettors in the North American simulcast market (and more valuable to Delaware Park and horsemen in Delaware), stimulating enormous increases in wagering on Delaware Thoroughbred racing. PAGE 69 Exhibit VI.4: Delaware Average Daily Total Thoroughbred Purse Year Live Race Days 1996 139 1997 149 1998 143 1999 143 2000 149 2001 139 2002 141 2003 141 2004 134 2005 139 2006 136 2007 137 2008 136 2009 116 2010 116 2011 106 2012 100 Total Purse $21,732,478 27,463,148 28,721,805 35,041,049 38,008,914 36,885,891 42,489,261 34,876,227 35,858,103 39,609,315 35,871,319 38,160,160 34,829,455 25,995,010 26,854,841 23,761,088 19,989,738 Daily Purse $156,348 184,316 200,851 245,042 255,093 265,366 301,342 247,349 267,597 284,959 263,759 282,667 256,098 238,486 237,653 235,258 212,656 Note: Delaware’s video lottery began in 1995-1996 Source: Delaware Thoroughbred Racing Commission, Annual Report, 2012 PAGE 70 Exhibit VI.5: Delaware Average Daily Total Thoroughbred Purse 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Delaware Average Daily Purse Note: Delaware’s video lottery began in 1995-1996 Source: Delaware Thoroughbred Racing Commission, Annual Report, 2012 PAGE 71 Appendix VII: Purse Supplements and Equine Breeding in New York Exhibit VII.1 presents average daily Thoroughbred handle in New York for the years 2002 through 2012. Exhibit VII.1: New York Average Daily Thoroughbred Handle Year NYRA Finger Lakes Total 2002 $2,868,029,932 $ 150,443,046 $ 3,018,472,978 2003 2,742,460,451 142,061,793 2,884,522,244 2004 2,762,214,047 140,525,925 2,902,739,972 2005 2,573,250,873 134,204,736 2,707,455,609 2006 2,564,170,436 131,763,864 2,695,934,300 2007 2,543,810,529 148,719,700 2,692,530,229 2008 2,489,112,152 158,609,570 2,647,721,722 2009 2,218,864,748 165,146,981 2,384,011,729 2010 2,114,131,129 173,178,507 2,287,309,636 2011 1,959,924,467 153,283,352 2,113,207,819 2012 2,186,522,901 157,668,483 2,344,191,384 Race Days 421 409 412 415 408 406 409 415 407 402 408 Daily Handle $7,169,770 7,052,622 7,045,485 6,523,989 6,607,682 6,631,848 6,473,647 5,744,607 5,619,925 5,256,736 5,745,567 Source: New York State Racing and Wagering Board Annual Simulcast Reports, 2002 to 2012; The Jockey Club 2013 New York Fact Book Exhibit VII.2 presents these data in line chart format. PAGE 72 Exhibit VII.2: New York Average Daily Thoroughbred Handle Resorts World Casino Aqueduct opened on November, 2011 8000000 7000000 6000000 5000000 4000000 3000000 2000000 1000000 0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Average Daily Total Live Handle Source: New York State Racing and Wagering Board Annual Simulcast Reports, 2002 to 2012; The Jockey Club 2013 New York Fact Book New York authorized racetrack video lottery terminals under law allocating shares of video lottery revenue to racetracks and horsemen (purses) in its Omnibus Gambling Act of 2001. The start of VLT operations was delayed by legal challenges to the Omnibus Gaming Act, and until 2011 racetrack VLTs were confined to relatively small racetracks in the Catskills and Upstate New York. In November 2011, however, VLTs began operating at the Genting Resorts World Casino at Aqueduct, a racetrack operated by the New York Racing Association (NYRA) in Queens. Exhibit VII.3 presents average daily Thoroughbred purses in New York for the years 1991 through 2012. Exhibit VII.4 presents these data in line chart format. Although average daily Thoroughbred handle trended generally downward between 2002 and 2011, average daily Thoroughbred purses, supplemented with VLT revenues, moved, in an irregular fashion, upwards, reaching $372,058 in 2005. PAGE 73 Average daily handle and average daily purses were both adversely impacted by the recession that began in 2007. The start of VLT operations at Aqueduct, in New York City, in November 2011 increased average daily Thoroughbred purses dramatically, from $305,749 in 2011 to $414,252 in 2012, an increase of $108,503 or 35.5%. Reversing a long-term downward trend, average daily Thoroughbred handle likewise increased, rising from $5,256,736 in 2011 to $5,745,567 in 2012, a gain of $488,831 or 9.3%. Exhibit VII.3: New York Average Daily Thoroughbred Purses Year 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Race Days 483 485 464 471 446 424 437 431 438 427 424 421 409 412 415 408 406 409 415 407 402 408 Purses $101,492,638 102,852,893 96,728,798 93,256,530 118,598,094 115,909,149 109,858,396 111,417,066 125,649,530 131,455,175 145,115,346 132,369,472 131,413,851 137,029,850 154,404,075 132,618,831 142,120,921 145,473,050 133,196,550 119,800,835 122,911,228 169,014,751 Average Daily Purse $210,129 212,068 208,467 197,997 265,915 273,371 251,392 258,508 286,871 307,858 342,253 314,417 321,305 332,597 372,058 325,046 350,052 355,680 320,956 294,351 305,749 414,252 Source: The Jockey Club 2013 New York Fact Book PAGE 74 Exhibit VII.4: New York Average Daily Purse 450000 Resorts World Casino Adueduct opened on November, 2011. 400000 350000 300000 250000 200000 150000 100000 50000 0 1991199219931994199519961997199819992000200120022003200420052006200720082009201020112012 Average Daily Purse Source: The Jockey Club 2013 New York Fact Book Exhibit VII.5 presents the number of mares bred in New York and Florida, two important equine breeding States, in 2011 and 2012. The number of mares bred in New York increased by 43% far outpacing the increase in the number of Florida-bred mares (+6.75%). PAGE 75 Exhibit VII.5: New York Mares Bred State New York Florida 2011 Mares Bred 1147 2876 2012 Mares Bred 1641 3070 Pct. Change 43.07% 6.75% Source: P.101, New York Thoroughbred Breeding and Development Fund Corporation, 2012 Annual Report Exhibit VII.6 presents the number of active New York State Thoroughbred horse farms for the years 2000 through 2012. Exhibit VII.7 presents these data in line chart format. Although the number of active Thoroughbred farms was stable between the year 2000 and 2008, fluctuating around 400 farms, the number of active Thoroughbred farms decreased precipitously after that year, falling to a series low of 273 active Thoroughbred farms in 2012. The contraction reflects the negative impact of the severe recession that began in late 2007, which adversely impacted Thoroughbred horse farming in New York and in other States. Exhibit VII.6: Active New York State Thoroughbred Horse Farms 2000-2012 Year 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Numbers of Farms 397 410 397 394 401 407 403 402 400 378 307 287 273 Source: New York Thoroughbred Breeding and Development Fund Corporation, 2010, 2011, 2012 Annual Reports PAGE 76 Exhibit VII.7: Active New York State Farms 2000-2012 On set of recession December 2007 Active New York State Farms 2000-2012 450 400 350 300 250 200 150 100 50 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Year Source: New York Thoroughbred Breeding and Development Fund Corporation, 2010, 2011, 2012 Annual Reports PAGE 77 Appendix VIII : Purse Supplements and Equine Breeding in Pennsylvania Exhibit VIII.1 presents total in-State Pennsylvania handle for the years 2000-2011. Exhibit VIII.1: Pennsylvania Total In-State Pari-Mutuel Handle 2000-2011 Year 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Total Pari-Mutuel Handle $1,216,700,739 1,201,181,623 1,178,477,636 1,110,930,863 1,047,440,661 1,001,786,691 975,854,264 934,200,853 824,104,540 733,842,627 621,719,195 555,274,290 Source: Association of Racing Commissioners International, Inc., Annual Pari-Mutuel Racing Report 2000-2011 Exhibit VIII.2 presents these data in line chart format. Total (all breeds and all platforms) Pennsylvania handle steadily declined during this period. PAGE 78 Exhibit VIII.2: Pennsylvania Total In-State Pari-Mutuel Handle Trends 2000-2011 Total Pari-Mutuel Handle 1,400,000,000 1,200,000,000 1,000,000,000 800,000,000 600,000,000 400,000,000 200,000,000 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Total Pari-Mutuel Handle Source: Association of Racing Commissioners International, Inc., Annual Pari-Mutuel Racing Report 2000-2011 Exhibit VIII.3 presents total Pennsylvania handle on Pennsylvania races for the years 2006 through 2012. PAGE 79 Exhibit VIII.3: Pennsylvania Total Pari-Mutuel Handle on Pennsylvania Races 2006-2012 On Track Off Track Phone Wagering In-State Export Out-of-State Export 2006 $41.3 $27.5 $13.8 $42.1 $455.5 2007 $40.9 $24.2 $14.7 $42.4 $503.1 2008 $43.6 $22.0 $13.9 $44.2 $605.5 2009 $44.7 $20.1 $12.7 $43.3 $644.1 2010 $40.5 $17.6 $11.3 $39.5 $660.7 2011 $38.3 $15.0 $8.5 $34.3 $594.2 2012 $40.7 $14.5 $8.1 $33.9 $679.7 Total $580.3 $625.3 $729.3 $765.0 $769.6 $690.3 $776.9 Source: 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board Exhibit VIII.4 presents Pennsylvania total pari-mutuel handle on Pennsylvania Races for the years 2006 through 2012 in line chart format. On average Pennsylvania handle was flat to down over this period, but out of state wagering on Pennsylvania races grew substantially (49.2%) over this period from $455.5 million to $679.7 million. PAGE 80 Exhibit VIII.4: Pennsylvania Total Pari-Mutuel Handle Trends 2000-2011 $900.0 $800.0 $700.0 $600.0 $500.0 $400.0 $300.0 $200.0 $100.0 $0.0 2006 2007 On Track Off Track 2008 Phone Wagering 2009 2010 In-State Export 2011 Out-of-State Export 2012 Total Source: 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board Exhibit VIII.5 presents average daily total Pennsylvania purses paid for the years 2006 through 2012. Casino purse supplements began in 2006, and reflecting this steadily increasing injection of funds as Pennsylvania’s racetrack casino industry completed its build-out, increased sharply, reaching a series high of $220,241 in 2012, and increase of $137,834 or 167%. PAGE 81 Exhibit VIII.5: Pennsylvania Average Daily Total Purses Paid 2006 - 2012 Year Purse Paid Live Race Days Daily Purse Paid 2006 $62,300,000 756 $82,407 2007 117,200,000 838 139,857 2008 117,912,000 937 125,840 2009 195,607,000 999 195,803 2010 192,803,000 981 196,537 2011 216,164,000 989 218,568 2012 218,699,000 993 220,241 Note: 2006-2007 Purse Paid and Live Days data are from 2006-2007 The Economic Impact of Slot Machines on Pennsylvania’s PariMutuel Wagering Industry report. 2008-2012 Purse Paid data is from 2012 Racetrack/Casino Benchmark Report by Pennsylvania Gaming Control Board. Purse Paid is the subsequent distribution of prize money actually paid to the winning horses after a race takes place. Source: Pennsylvania Gaming Control Board, Racetrack/Casino Benchmark Report, 2012; The Economic Impact of Slot Machines on Pennsylvania’s Pari-Mutuel Wagering Industry, 2006-2007 Exhibit VIII.6 presents these data in line chart format. PAGE 82 Exhibit VIII.6: Pennsylvania Average Daily Total Purses Paid 2006-2012 Pennsylvania Average Daily Purse Paid 250000 200000 150000 100000 50000 0 2006 2007 2008 2009 2010 2011 2012 Pennsylvania Average Daily Purse Paid Note: 2006-2007 Purse Paid and Live Days data are from 2006-2007 The Economic Impact of Slot Machines on Pennsylvania’s PariMutuel Wagering Industry report. 2008-2012 Purse Paid data is from 2012 Racetrack/Casino Benchmark Report by Pennsylvania Gaming Control Board. Purse Paid is the subsequent distribution of prize money actually paid to the winning horses after a race takes place. Source: Pennsylvania Gaming Control Board, Racetrack/Casino Benchmark Report, 2012; The Economic Impact of Slot Machines on Pennsylvania’s Pari-Mutuel Wagering Industry, 2006-2007 Exhibit VIII.7 presents summary statistics for Pennsylvania Thoroughbred racing for the years 1991 through 2012. Despite a relatively constant number of racing days during this period, the number of starters (horses starting a race) increased from 26,978 in 2006, the year in which racetrack slot machines began operating, to 35, 294 in 2012, an increase of 8,316 starters, or 30.8%. Supplemented with casino revenue, Pennsylvania’s larger purses are attracting more horses. PAGE 83 Exhibit VIII.7: Pennsylvania Racing Overview 1991-2012 Year Races 4,827 1991 4,758 1992 4,597 1993 4,081 1994 4,008 1995 3,983 1996 4,166 1997 4,157 1998 3,528 1999 3,886 2000 3,992 2001 3,844 2002 3,851 2003 3,825 2004 3,681 2005 3,374 2006 3,748 2007 4,427 2008 4,585 2009 4,519 2010 4,464 2011 4,459 2012 Purses Starters Starts Race Days 30,743,979 7,595 39,918 525 34,750,369 7,470 40,437 521 35,181,164 7,281 39,287 502 30,290,347 6,395 33,212 441 34,852,063 6,180 33,086 420 38,829,008 6,139 32,399 410 41,574,849 6,011 33,190 434 43,440,043 5,888 31,960 430 41,437,720 5,650 27,450 377 49,336,506 5,918 28,680 417 50,873,989 6,364 31,207 428 47,429,957 6,215 30,598 415 45,735,528 6,215 30,598 411 47,629,851 6,683 31,335 415 49,313,112 6,278 30,348 402 42,903,619 5,460 26,978 367 76,277,854 7,400 30,214 408 110,225,084 9,256 35,409 498 115,231,435 9,867 38,421 511 116,402,057 9,414 36,969 501 123,470,108 8,723 34,761 502 127,997,497 8,359 35,294 499 Average Field Size 8.3 8.5 8.5 8.1 8.3 8.1 8.0 7.7 7.8 7.4 7.8 8.0 7.9 8.2 8.2 8.0 8.1 8.0 8.4 8.1 7.8 7.9 Average Purse per Race 6,369 7,304 7,653 7,422 8,696 9,749 9,973 10,450 11,745 12,696 12,744 12,339 11,876 12,452 13,397 12,716 20,352 24,898 25,132 25,758 27,659 28,705 Source: the 2013 Pennsylvania Fact Book by The Jockey Club Exhibit VIII.8 presents total funding for Pennsylvania’s two purse accounts (one for Thoroughbreds and one for Standardbreds or harness), including the Commonwealth’s two breeding funds. With the start of racetrack casino operations under law allocating portions of casino revenue to Pennsylvania purses and it two equine breeding funds the resources allocated to purses increased from $124.7 million in 2007 to $273.7 million in 2012, an increase of $149 million or 119.5%. PAGE 84 Exhibit VIII.8: The Pennsylvania Race Horse Development Fund Distributions 2006 -2012 Total of the Total value of The Fund 2006 2007 2008 2009 2010 2011 2012 Average PA Sire Stakes Fund PA Breeding Fund PA Standardbred Development Fund Total of the four funds Health & Pension Benefits four funds (in %) 3,788,151 190,328 207,888 207,888 151,526 757,630 20.00% 124,683,708 8,399,133 5,775,130 5,775,130 4,987,348 24,936,741 20.00% 193,867,891 14,681,313 8,168,775 8,168,775 7,754,716 38,773,579 20.00% 235,707,247 18,235,972 9,738,594 9,738,594 9,428,290 47,141,450 20.00% 271,006,216 16,213,108 7,602,349 7,602,349 12,173,561 43,591,367 16.09% 276,974,931 18,634,739 8,814,756 8,814,756 11,368,571 47,632,822 17.20% 273,713,913 18,184,986 8,634,503 8,634,503 11,400,000 46,853,992 17.12% 250,254,039.60 17,190,023.60 8,591,795.40 8,591,795.40 10,425,027.60 44,798,642 18.08% 60,000 Distribution of the Pennsylvania Race Horse Development Fund 2006 2012 Value (in thousands) 50,000 40,000 30,000 20,000 10,000 0 2006 2007 2008 PA Breeding Fund PA Standardbred Development Fund 2009 2010 2011 2012 Year PA Sire Stakes Fund Health & Pension Benefits Total of the four funds Note: Since 2010, the Fund starts to allocate revenue to General Fund and since 2012; the Fund starts to allocate revenue to Farm Products Show Fund. General Fund and Farm Products Show Fund are categorized as “Non-horse racing distribution” Source: ARCI Reports 2000-2011; 2011 and 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board Exhibit VIII.9 presents summary statistics for Pennsylvania’s purse structure for the years 2006 through 2012. In 2006 total purses earned were $55.9 million, of which $52.9 million, or 94.6%, was derived from pari-mutuel betting, with casino supplemental revenue contributing $3 million, or 5.4 %. In 2012 PAGE 85 total purses earned were $209 million, of which $33.6 million, or 16.1%, was derived from pari-mutuel betting, with casino supplemental revenue contributing $175.5 million, or 83.9 %. Exhibit VIII.9: Fund Money Allocation into Purses Total value of The Fund 2006 2007 2008 2009 2010 2011 2012 3,788,151 124,683,708 193,867,891 235,707,247 271,006,216 276,974,931 273,713,913 The total value from the Fund to purses 3,030,521 99,746,964 155,094,313 188,565,798 157,089,030 181,321,256 177,269,965 Purses earned from slots 3,031,000 99,747,000 155,094,000 188,566,000 159,116,000 178,661,000 175,469,000 Purses earned from handle 52,933,000 51,940,000 45,957,000 41,895,000 37,333,000 34,052,000 33,572,000 Total purses earned (slot + handle) 55,964,000 151,687,000 201,051,000 230,461,000 196,449,000 212,713,000 209,041,000 Source: 2011 and 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board Exhibit VIII.10 presents these data in bar graph format. PAGE 86 Exhibit VIII.10: Purse Earned 2006-2012 Purses Earned 2006 - 2012 250,000 Value (in thousands) 200,000 150,000 100,000 50,000 0 2006 2007 2008 Purses earned from handle 2009 2010 2011 Year Purses earned from slots 2012 Source: 2011 and 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board Exhibit VIII.11 presents the value of improvements made to the backstretch of Pennsylvania racetracks since the start of racetrack casino gaming operations in 2006. A total of $57.8 million has been spent on backstretch improvements over this period, a figure that compares very favorably with capital spending on racetrack backstretch areas in many, if not most, racing States. PAGE 87 Exhibit VIII.11: Backstretch Improvements 2006-2012 Year Value (in thousands) 11,918 2006 1,349 2007 10,358 2008 6,977 2009 6,217 2010 13,345 2011 7,664 2012 Backstretch improvements 2006 -2012 16,000 14,000 Value (in thousands) 12,000 10,000 8,000 6,000 4,000 2,000 0 2006 2007 2008 2009 Year Value (in thousands) 2010 2011 2012 Source: ARCI Reports 2000-2011; 2011 and 2012 Racetrack Casino Benchmark Report by Pennsylvania Gaming Control Board PAGE 88 Exhibit VIII.12 presents breeding data from the State of Pennsylvania for the years 2000-2012. As shown in that Exhibit breeding activity picked up considerably in the State after slot machines were added to the States racetracks, although it has noticeable tapered off since 2009 much like nearby New York. Exhibit VIII.12 Pennsylvania Thoroughbred Foals. Mares Bred and Stallions registered 2000-12 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Registered Foals 923 914 873 1,039 984 1,257 1,266 1,281 1,431 1,536 1,526 1,158 Mares Bred 1,016 976 1,026 1,027 1,027 1,210 1,159 1,173 1,414 1,753 1,650 1,311 1,089 Stallions 123 117 109 121 120 129 122 106 120 128 126 95 84 Source: The Jockey Club Exhibit VIII.13 presents theses data in line chart format. PAGE 89 Exhibit VIII.12 Pennsylvania Thoroughbred Foals. Mares Bred and Stallions registered 2000-12 2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 2000 2001 2002 2003 2004 2005 Registered Foals 2006 Mares Bred 2007 2008 2009 2010 2011 2012 Stallions Source: The Jockey Club PAGE 90 Bibliography Association of Racing Commissioners International (ARCI), Annual Reports 1999-2011. The Jockey Club Fact Book, annual, 2000-2011. Christiansen Capital Advisors, LLC, Market Study and Feasibility Analysis of Casino Gaming at Suffolk Downs, August 31, 2012 Commonwealth of Massachusetts, Sessions Laws of 2011. Commonwealth of Massachusetts, Alternative Open Space and Agricultural Promotion Ideas for the Agricultural Industry Enhancement Trust Fund Program, March 1, 2010. 17 pages. Commonwealth of Pennsylvania, Pennsylvania Race Horse Development and Gaming Act (4 Pa.C.S. §§ 1101--1904). Title 4, Amusements. Part II. Gaming. CH. 11. Commonwealth of Pennsylvania, The Pennsylvania Race Horse Development Fund, annual reports State of Delaware, Delaware Standardbred Breeders’ Fund, annual reports Deloitte Consulting LLP, Economic Impacts of the U.S. Horse Industry, prepared for American Horse Council, June 2005 D'Arcy Egan, “Ohio horse-breeding farms enjoying boom as racinos open”, The Plain Dealer, March 30, 2013. State of Florida, The Florida Thoroughbred Breeders’ and Owners’ Association State Incentive Program, annual reports Amy Godfrey, Tess Meinert, Tom S. Witt, “The Economic Impact of the Charles Town Thoroughbred Horse Racing Industry on the Jefferson County and West Virginia Economies, 2010”, Bureau of Business and Economic Research, College of Business and Economics, West Virginia University, November 2011 State of Indiana, Indiana Standardbred Breed Development Fund, annual reports Katie Johnston, “Mass. gaming act gives horse racing prize boost”, Boston Globe, October 10, 2012 Lorri Krebs, PhD, et al., Massachusetts Equine Study, Salem State University, 2013 Lorri Krebs, PhD. et al., Massachusetts Equine Study, Supplement to Scope of Work, Center for Economic Development & Sustainability (CEDS), Salem State University, 2013 State of Louisiana, The Lousiana Thoroughbred Breeding Incentive Program, annual reports PAGE 91 Jay M. Lillywhite and Mark Wise, “Economic Impacts of Racehorse Ownership, Breeding, and Training on New Mexico’s Economy”, Agricultural Experiment Station, College of Agricultural, Consumer and Environmental Sciences, New Mexico State University, Research Report 765 Karyn Malinowski, Ph.D. and Ryan Avenatti, M.S., “Impact of Slot Machines/Video Lottery Terminals (VLTs) on the Economy, Horse Racing and Breeding Industry, Agriculture and Open Space in States/Provinces where they Exist: Why is this Important for New Jersey?”, Rutgers Equine Science Center, 2009 Tom De Martini, “Slots solidify Pa. Thoroughbred industry”, Thoroughbred Times, February 24, 2009 David W. Hughes, Jean M. Woloshuk, Alison C. Hanham, David J. Workman, David W. Snively, Paul E. Lewis, Thomas E. Walker, West Virginia Equine Economic Impact Study, West Virginia University Extension Service, WVU Davis College of Agriculture, Forestry, & Consumer Sciences. http://www.wvu.edu/~agexten/youth/equinesumry.pdf. State of Maryland, Maryland Bred Race Fund, annual reports State of Maryland, Maryland Standardbred Race Fund, annual reports Massachusetts Racing Commission, Annual Reports 2000-2012 Richard McGowan, S.J., Searching for Gold: Gambling Expansion in the New England States, Boston College. Undated Richard McGowan, S.J., “The Social and Economic Contribution of Suffolk Downs Racecourse to Massachusetts”. Boston College, Department of Economics, 2003 State of New Jersey, New Jersey Horse Breeding and Development Program, annual reports State of New Jersey, New Jersey Horse Junior Breeder’s Fund, annual reports State of New Mexico, New Mexico Horse Breeders Incentive Fund, annual reports State of New York, Thoroughbred Breeding and Development Fund, annual reports Claire Novak, “New York-Bred Sale Soars in All Categories”, The Blood-Horse, August 12, 2013 Neibergs, J.S. and Thaheimer, R. (1997) “Price Expectations and Supply response in the Thoroughbred Yearling Market”, Journal of Agricultural and Applied Economics. Glenye Cain Oakford, “Fasig-Tipton New York-bred preferred sale: Big purses aid state-bred auction”, Daily Racing Form, August 8, 2013 State of Ohio, The Ohio Standard Development Fund, annual reports State of Ohio, The Ohio Thoroughbred Race Fund, annual reports PAGE 92 Pennsylvania Gaming Control Board, Annual Racetrack/Casino Benchmark Report Tom Precious, “NY Budget Redirects 1% of VLT Purse Funds”, The Blood-Horse, March 29, 2013 Reuters PRN Newswire, “PGCB Report Provides Impact of Slot Machine Revenue on Pari-Mutuel Wagering”, April 28, 2009 Spectrum Gaming Group, Review of Massachusetts State Racing Commission and Industry, prepared for Massachusetts Gaming Commission, July 16, 2012 Sterling Suffolk Racecourse, LLC, Financial Statements for the years ended December 31, 2010 and 2011 The Blood-Horse, “Report of Mares Bred: Pennsylvania Soars”, October 26, 2009 The Innovation Group, “New York State Equine Industry Economic Impact Study”, 2012 Thalheimer Research Associates, Inc., The Economic Impact of the Iowa Race Horse Industry on the Iowa Economy, December 2008 The Jockey Club Fact Book (North America) The Jockey Club, 2013 Pennsylvania Fact Book Thoroughbred Racing Associations of North America, Inc., Non-Pari-mutuel Revenues to U.S. Thoroughbred Purses, May 2010 Tripp Umbach, “Economic Impact Act 71 on the Pennsylvania Equine Industry, Past, Current and Potential Impact”, prepared for Pennsylvania Equine Coalition, September 17, 2009 PAGE 93