Meeting Book

THE NEW YORK RACING ASSOCIATION, INC.
Board of Directors Meeting
June 10, 2013
The New York Racing Association, Inc.
Meeting of the Board of Directors
June 10, 2013
11:00 a.m. – 1:00 p.m.
Table of Contents
TAB
Meeting Agenda
......................................................................................................................................................... 1
April 29, 2013 Minutes (and Resolution)
......................................................................................................................................................... 2
Financial Update:
• GASB Reviewed Financial Statements- First Quarter 2013
• 2012 GASB Adoption Presentation
......................................................................................................................................................... 3
Saratoga 150 Plaque Resolution
......................................................................................................................................................... 4
NYRA Media Advisory Update
......................................................................................................................................................... 5
2013 Racing Dates (and Resolution)
......................................................................................................................................................... 6
Ban on Political Fundraisers Resolution
......................................................................................................................................................... 7
1
The New York Racing Association, Inc.
Meeting of the Board of Directors
June 10, 2013
11:00 a.m. – 1:00 p.m.
Agenda
1. Approval of April 29, 2013 minutes (Resolution)
2. Report of the NYRA Management Team
a. Belmont Stakes Report
3. Report of the Chair
a. CEO Search Update
4. Committee Reports
a. Audit & Compliance Committee (Spinelli)
b. Finance Committee (Subotnick)
5. Financial Update
6. Security Update
7. Saratoga 150 Plaque (Resolution)
8. Media Event Update
9. Legal Update
10. Administrative Matters
a. Amended Certificate of Incorporation
b. Approval of Remaining Racing Dates for 2013 (Resolution)
c. Ban on Political Fundraisers (Resolution)
11. Executive (closed) Session
12. New Business
Adjournment
2
DRAFT UNAPPROVED MINUTES OF THE MEETING
of
THE BOARD OF DIRECTORS
of
THE NEW YORK RACING ASSOCIATION, INC.
Conducted on April 29, 2013 at 5:00 p.m.
A regular meeting of the Board of Directors (the “Board”) of The New York Racing
Association, Inc. (“NYRA”) was conducted on April 29, 2013 at 5:00 p.m. in the 37th Floor
Conference Room of the Office of the NYS Empire State Development Corporation, located in
New York, New York pursuant to notice duly given.
The following Directors or Special Advisors were present (either in person, via
teleconference, or via videoconference):
Anthony J. Bonomo
Rick Cotton
Michael J. DelGiudice
Michael Dubb
Robert Megna
Barry Ostrager
Leonard Riggio
Jane Rosenthal
David J. Skorton, Chairman
Joseph Spinelli
Stuart Subotnick
Vincent Tese
Charles V. Wait
Chester Broman, ex officio
John Hendrickson, Special Advisor for Saratoga
Michael Kotlikoff, Special Advisor for Equine Health and Safety
Richard Violette, ex officio
The following Directors were not present:
C. Steven Duncker
Robert Flay
Stuart S. Janney, III
Earle Mack
Also present were Kenneth V. Handal, Acting General Counsel, Chief Ethics,
Compliance Officer, and Corporate Secretary; Susanne Stover, Senior Vice President and Chief
Financial Officer; Pasquale Viscusi, Assistant General Counsel; Glen Kozak, Vice President of
Facilities and Racing Surfaces; David O’Rourke, Vice President of Corporate Development;
Ashley Herriman; Assistant Director of Communications; Bennett Liebman, NYS Executive
Chamber; and Judith Mogul of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer P.C.
Dr. Skorton called the meeting to order. Mr. Viscusi recorded the minutes. Mr. Handal
conducted a roll call of the Directors and Special Advisors.
1. Approval of April 11, 2013 Regular Board Meeting Minutes.
The first item addressed concerned the minutes of the April 11, 2013 regular meeting of
the Board. A motion to approve the minutes was made by Mr. Ostrager and seconded by Mr.
Subotnick. The resolution was carried without dissent and the minutes were ordered to be added
to the permanent records of the corporation. (There were no abstentions among the Directors
who were present). A copy of the resolution is attached hereto as Exhibit 1.
2. Update on CEO Search.
Dr. Skorton gave an update regarding the ongoing search for a new NYRA Chief
Executive Officer. The CEO Search Committee and RSR search consultants are continuing the
screening process and will soon start initial interviews. Dr. Skorton also reported that final
candidates will be presented to the Nominations and Governance Committee and then to the full
board.
3. Executive Session.
Dr. Skorton called for an executive session to consider matters involving the medical,
financial, credit or employment history of a particular person or corporation, or matters leading
to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or
removal of a particular person or corporation. A motion to conduct an executive session was
made by Mr. Riggio and seconded by Mr. Spinelli. The motion was carried without dissent.
(There were no abstentions among the Directors who were present). A copy of the resolution is
attached hereto as Exhibit 2. The Board conducted an executive session of approximately 15
minutes.
4. Nominations and Governance Committee Report.
Mr. DelGiudice gave the report of the Nominations and Governance Committee. Mr.
DelGiudice discussed that the Committee was recommending a NYRA interim management
team, effective May 1, 2013, composed of Glen Kozak, Vice President of Facilities and Racing
Surfaces; David O’Rourke, Vice President of Corporate Development; and Susanne Stover,
Senior Vice President and Chief Financial Officer, which would serve until the new NYRA
Chief Executive Officer is retained. Next, Mr. DelGiudice discussed the accountability and
oversight process that will be put in place to ensure proper coordination among the team
2
members. The Executive Committee will meet with the interim management team on a regular
basis in order to be kept apprised of all issues. Also, the Committee Chairpersons should feel
free to meet and to discuss with the interim management team regarding issues on their
respective Committee agendas.
5. NYRA Interim Management Team Resolution.
Mr. DelGiudice read a proposed resolution appointing, effective May 1, 2013, the NYRA
interim management team referenced above. The matter was discussed and the motion
approving the resolution was made by Mr. DelGiudice and seconded Mr. Wait. The resolution
was carried without dissent. (There were no abstentions among the Directors who were present).
A copy of the resolution is attached hereto as Exhibit 3.
6. Other Business.
Dr. Skorton restated that the scheduled May 15, 2013 board meeting had been postponed.
Adjournment.
Dr. Skorton called for additional business. There being no further business to come
before the Board, the meeting was concluded at 5:38 p.m.
______________________________
Pasquale Viscusi, Esq.
3
Board of Directors Meeting Minutes Exhibits – April 29, 2013
Exhibit 1
APRIL 11, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of Mr. Ostrager, seconded by
Mr. Subotnick, the NYRA Board of Directors, having had full opportunity to inquire,
consider, and understand, does hereby approve the minutes of the regular April 11, 2013
Board meeting and the minutes are ordered to be added to the permanent records of the
corporation.
Exhibit 2
EXECUTIVE SESSION RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of Mr. Riggio, seconded by
Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire,
consider, and understand, does hereby determine to enter into executive session to discuss
the medical, financial, credit or employment history of a particular person or corporation,
or matters leading to the appointment, employment, promotion, demotion, discipline,
suspension, dismissal or removal of a particular person or corporation.
Exhibit 3
NYRA INTERIM MANAGEMENT TEAM RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of Mr. DelGiudice, seconded by Mr.
Wait, the NYRA Board of Directors, having had full opportunity to inquire, consider, and
understand, does hereby appoint, effective May 1, 2013, the NYRA interim management
team that shall be composed of Glen Kozak, David O’Rourke, and Susanne Stover and
shall serve until the new NYRA Chief Executive Officer is installed.
APRIL 29, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of _______________,
seconded by ________________, the NYRA Board of Directors, having had full
opportunity to inquire, consider, and understand, does hereby approve the minutes of the
regular April 29, 2013 Board meeting and the minutes are ordered to be added to the
permanent records of the corporation.
3
2012 GASB Adoption
The New York Racing Association, Inc.
1
FASB to GASB Changes
• Triggered by formation of NYRA Reorganization Board
• Significant differences in financial statement presentation and disclosures:
•
•
•
•
•
Changes to statement names, captions and sub-categories
Use of direct method statement of cash flows
Requirement for MD&A
Changes to footnotes
Required supplementary schedules
• Re-measurement of pension and post-employment benefit obligations:
•
•
Pension liability calculated with different discount rates
Post employment benefit obligation calculated as unpaid annual required
contribution under GASB vs. accrued actuarial liability under FASB.
• Presentation of VLT activity as non-operating revenue and capital
contributions. VLT purse support recorded as non-operating revenues.
However, VLT purse expense recorded as operating expense.
• Environmental liabilities treatment: pollution prevention or control costs are
not accrued in GASB unlike FASB.
2
Financial Statement Presentation
• Income Statement now Statement of Revenues, Expenses and Changes in
Net Position
•
•
•
•
•
Operating revenues exclude VLT revenues
Operating expenses include VLT purse expense ($44.3M)
Operating expenses include Pension expense, OPEB, and Depreciation ($14.9M)
Non-operating revenues and expenses include VLT support payments (operating
and purse,), interest, and income taxes.
Separate capital contributions section which includes VLT capital support
payments and FASB Tenant Improvement Allowances (capitalized and
depreciated under FASB)
• Balance Sheet now Statement of Net Position
•
•
•
Assets and Deferred Outflows of Resources related to changes in net pension
liabilities
Liabilities and Deferred Inflows of Resources related to changes in net pension
liabilities
Net position (deficit) separated into net investment in capital assets, restricted for
capital expenditures, and unrestricted
3
Financial Statement Presentation, ctd.
• Statement of Cash Flows
•
•
•
•
FASB uses Indirect Method for operating which calculates changes in balance
sheet accounts.
GASB uses Direct Method for operating which is direct cash receipts and payments
FASB has one financing section; GASB has two financing sections: for non-capital
and for capital
Investing section is the same under both methods
• Changes to footnotes
•
•
Capital assets includes rollforward with more detail
Pension plans and OPEB are very different with additional disclosures on all
individual plans
• Supplementary Schedules
•
Required for Pension plans
• Requirement for MD&A
•
Specific requirements to match financial, include discussion on changes, and
factors bearing on future
4
Pension and OPEB Changes
• Re-measurement of pension obligations:
•
•
Pension liability calculated with different discount rates
Certain items that increase or decrease the pension liability may be spread out
over multiple years creating new lines of Deferred Outflows and Deferred
Inflows. These include changes in assumptions and differences between actual
vs. projected earnings.
• Re-measurement of post-employment benefit obligations:
•
Post employment benefit obligation calculated as unpaid annual required
contribution under GASB vs. accrued actuarial liability under FASB.
5
THANK YOU
NYRA Management ‐ August 2012
4
SARATOGA 150 PLAQUE RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of _______________,
seconded by ________________, the NYRA Board of Directors, having had full
opportunity to inquire, consider, and understand, does hereby approve the language,
format, appearance, and placement of the proposed Saratoga 150 plaque.
5
NYRA MEDIA ADVISORY SCHEDULE MAY/JULY 2013 As of 6/4/2013 DATE EVENT NOTES May 31 Annual Jockeys Visit to Ronald McDonald House Belmont Stakes Week Event June 1st Elmont Belmont Stakes Parade Belmont Stakes Week Event Media Day @ Belmont Park (non‐racing) Hosting non‐racing media for intro to NYRA 150th Anniversary Celebration Kickoff @ SPAC Resked from 5/24, Saratoga 150 Comm event June 2 Belmont Stakes Blue Ribbon Run for Prostate Community June 4th Saratoga Open House Concert Announcement Announcing performance by Zendaya Empire State Building Photo Op w/connections Belmont Stakes Week event Belmont Stakes Press Luncheon @ Top of the Rock Major Belmont Stakes Press event June 4 – 7 Concert Announcement TV/Radio Messaging Promo Message; Extensions with media th
June 5 Belmont Stakes Post Position Draw Breakfast Major Belmont Stakes Press event Open House Concert Ticket Giveaways Radio Promo June 6 Belmont Stakes Charity Celebration w/TJC & TRF Charity Open House Editorial Concert Coverage local print PR June 7th Mike Francesa/WFAN broadcast live from Belmont Media Belmont Stakes Fan Festival @ Grand Central Inaugural Fan Event supported with press Lighting of the Empire State Bldg in Belmont colors Belmont Stakes Week event NYRA Press Party @ Garden City Hotel Host Press, Owners, Trainers, Sponsors Garden City Belmont Festival Community st
nd
th
th
th
th
th
June 8 145 Running of the Belmont Stakes MEDIA – Full coverage Belmont Stakes Post Race Press Conference PR June 9 Open House Concert Ticket On Sale Web and print promotion to support June 10th NYRA Board Meeting Corporate Saratoga Local Advisory Board Meeting Corporate Franchise Oversight Board Meeting Corporate th
th
June 11 June 12th th
th
June 13 – 15 Saratoga Race Course Job Fair Community th
Belmont Park Public Hearing Inaugural NYRA Public Hearing th
June 15 June 24 Saratoga Race Course Pre‐Meet Press Conference Major NYRA Pre‐Meet Press Event th
Hoof Prints Walk of Fame Unveiling Collaboration with Saratoga 150 Committee th
July 14 Saratoga Race Course Open House Celebration NYRA Kickoff to the 150 Celebration Saratoga 150 Time Capsule Journey Begins Connecting Belmont to Saratoga Belmont Spring/Summer Meet Concludes July 17 Saratoga Race Course On Track Media Tour PR July 19th Saratoga Race Course Opening Day Saratoga On Track Media Interviews Major Saratoga Press Event July 12 th
6
2013 NYRA DATES
All times Eastern.
Total: Dates 253
NYRA TRACK/MEETING
DATES
AQUEDUCT WINTER/SPRING
January 1 - April 21
77 Days
Dark Mondays and Tuesdays except:
Open: Mondays, January 21 and February 18; Tuesday, January 1
Dark: Wednesdays, January 2 & 23; February 20; Thursday, January 3; Sundays, March 24 &
31.
Post Times:
12:20 PM daily (January 1- March 3)
12:50 PM daily (March 6- April 21)
BELMONT PARK SPRING/SUMMER
Dark Mondays and Tuesdays except:
Open: Monday, May 27
Dark: Wednesdays, May 29 and July 10; Sunday, June 9
Post Times: 1:00 PM daily, except:
11:35 AM on Saturday, June 8- Belmont Stakes Day
3:00 PM on Fridays of June 28; July 5 & 12.
SARATOGA RACE COURSE
Dark Tuesdays
Post Times:
Dark Mondays and Tuesdays except:
Open: Monday, October 14
Dark: Wednesday, October 16
September 7 - October 27
37 Days
1:00 PM daily
AQUEDUCT FALL
Dark Mondays and Tuesdays except
Open: Tuesday, December 31
Dark: Wednesday, December 25.
Post Times:
July 19 - September 2
40 Days
1:00 PM daily, except:
2:30 PM on Fridays of July 26 and August 30
11:35 AM on Saturday, August 24 - Travers Day
12:30 PM on Monday, September 2-Labor Day
BELMONT PARK FALL
Post Time:
April 26 - July 14
56 Days
November 1 - December 31
43 Days
12:20 PM daily except:
12:00 Noon on Friday, November 29 and Saturday, November 30
11:25 AM on Thursday, November 28 - Thanksgiving Day
NYRA CALENDAR 2013
JANUARY
Sun
FEBRUARY
Mon
Tues
A
1
Wed
2
Thurs
3
Fri
Sat
4
A
5
A
Sun
MARCH
Mon
Tues
Wed
Thurs
Fri
Sat
1
A
2
A
Sun
Mon
Tues
Wed
Thurs
Fri
Sat
1
A
2
A
6
A
7
8
9
A
10
A
11
A
12
A
3
A
4
5
6
A
7
A
8
A
9
A
3
A
4
5
6
A
7
A
8
A
9
A
13
A
14
15
16
A
17
A
18
A
19
A
10
A
11
12
13
A
14
A
15
A
16
A
10
A
11
12
13
A
14
A
15
A
16
A
20
A
21
22
23
24
A
25
A
26
A
17
A
18
19
20
21
A
22
A
23
A
17
A
18
19
20
A
21
A
22
A
23
A
27
A
28
29
30
31
A
24
A
25
26
27
28
A
25
26
27
A
28
A
29
A
30
A
A
A
A
A
24
21 days
APRIL
MAY
Sun
Mon
Tues
Wed
Thurs
Fri
Sat
1
2
3
A
4
A
5
A
6
A
A
8
9
10
A
11
A
12
A
13
A
14
A
15
16
17
21
A
22
23
24
28
B
29
30
7
20 days
A
18
A
25
Mon
Tues
Wed
Thurs
Fri
Sat
B
2
B
3
B
4
B
8
B
9
B
10
B
11
B
2
6
7
14
15
B
16
B
17
B
18
B
9
21
22
B
23
B
24
B
25
B
16
28
29
30
B
31
B
19
A
20
A
12
B
26
B
27
B
19
B
20
26
B
27
B
18 days
23 Days
AUGUST
Sun
Mon
Tues
Wed
Thurs
1
2
3
9
10
11
16
17
18
7
B
8
14
B
15
21
S
22
S
23
28
S
29
S
30
B
24
S
31
S
B
4
25
B
S
Fri
5
B
Sat
6
Sun
Tues
Wed
Thurs
S
1
12
B
13
B
4
S
5
S
6
19
S
20
S
11
S
12
S
13
26
S
27
S
18
S
19
S
20
25
S
26
S
27
Fri
2
S
Tues
1
Wed
2
6
B
7
13
B
14
20
B
21
22
23
27
B
28
29
30
B
8
9
15
16
B
B
B
Thurs
3
B
Fri
4
B
Sun
Sat
1
B
4
5
B
6
B
7
B
8
B
10
11
12
B
13
B
14
B
15
B
B
17
18
19
B
20
B
21
B
22
B
23
B
24
25
26
B
27
B
28
B
29
B
30
B
B
21 days
3
S
Sun
1
Mon
S
Tues
Wed
3
4
Thurs
5
Fri
6
S
2
10
11
B
12
B
13
Sat
7
B
B
14
B
S
8
S
9
S
10
S
8
B
14
S
15
S
16
S
17
S
15
B
16
17
18
B
19
B
20
B
21
B
21
S
22
S
23
S
24
S
22
B
23
24
25
B
26
B
27
B
28
B
28
S
29
S
30
S
31
S
29
B
30
19 days
DECEMBER
Mon
Tues
Wed
Thurs
Fri
1
A
Sat
2
A
Sun
1
Mon
Tues
Wed
Fri
Sat
A
3
4
A
5
A
6
A
7
A
10
11
A
12
A
13
A
14
A
A
19
A
20
A
21
A
26
A
27
A
28
A
5
6
A
7
A
8
A
9
A
8
A
9
10
B
11
B
12
B
3
A
17
B
18
B
19
B
10
A
11
12
13
A
14
A
15
A
16
A
15
A
16
17
18
24
B
25
B
26
B
17
A
18
19
20
A
21
A
22
A
23
A
22
A
23
24
25
24
A
25
26
27
A
28
A
29
A
30
A
29
A
30
31
22 days
Thurs
2
4
20 days
Fri
7
B
31
Thurs
27 days
Sat
5
Wed
3
Sat
NOVEMBER
Mon
Tues
9
20 days
Sun
Mon
SEPTEMBER
Mon
B
OCTOBER
Sun
1
B
13
JULY
21
days
JUNE
Sun
5
31
A
21 days
2013 RACING DATES RESOLUTION
IT IS HEREBY RESOLVED, that, upon the motion of _______________,
seconded by ________________, the NYRA Board of Directors, having had full
opportunity to inquire, consider, and understand, does hereby accept and adopt the racing
dates during calendar year 2013 for the Saratoga Race Course, Belmont Park fall and
Aqueduct Racetrack fall meetings as proposed by NYRA’s Vice President/Director of
Racing.
7
BAN ON POLITICAL FUNDRAISERS RESOLUTION
, seconded by
IT IS HEREBY RESOLVED, that, upon motion by
, the NYRA Board of Directors, having had full opportunity to inquire,
consider, and understand, hereby approves a prohibition on the collection of political
contributions and political fundraisers on any property within the operation of NYRA.