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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1996.
( ) Transition report pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the transition period to .
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Commission File No. 0-28044
PENSKE MOTORSPORTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 51-0369517
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
13400 OUTER DRIVE WEST, DETROIT, MICHIGAN 48239-4001
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(Address of principal executive offices) (including zip code)
313-592-5258
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK $0.01 PAR VALUE 12,987,500 SHARES
- ---------------------------- -----------------
CLASS OUTSTANDING AT NOVEMBER 1, 1996
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Penske Motorsports, Inc. Form 10-Q (continued)
TABLE OF CONTENTS
PAGE NO.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statement of Changes in Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Independent Accountants' Review Report 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 16
Signature 17
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
ASSETS 1996 1995
------ ------------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 55,120 $ 4,805
Receivables 2,403 1,708
Inventories 2,072 1,370
Prepaid expenses 543 575
------------ -----------
TOTAL CURRENT ASSETS 60,138 8,458
PROPERTY AND EQUIPMENT, net 101,528 61,009
NOTE RECEIVABLE - RELATED PARTY 1,512
OTHER ASSETS 2,549 909
GOODWILL, net 6,910 1,367
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TOTAL ASSETS $ 171,125 $ 73,255
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 984 $ 150
Accounts payable and accrued expenses 17,518 6,648
Deferred revenue, net 200 8,866
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TOTAL CURRENT LIABILITIES 18,702 15,664
ADVANCES - RELATED PARTIES 1,254
LONG-TERM DEBT, less current portion 4,725 200
DEFERRED TAXES 9,192 9,115
MINORITY INTEREST 1,210
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $ .01 share:
Authorized 50,000,000 shares
Issued and outstanding 12,987,500 shares
and 9,157,500 shares in 1996 and 1995, respectively 130 93
Additional paid-in-capital 122,202 37,446
Retained earnings 16,174 8,273
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TOTAL STOCKHOLDERS' EQUITY 138,506 45,812
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 171,125 $ 73,255
============ ===========
See accompanying notes to unaudited consolidated financial statements.
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except for share and per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
1996 1995 1996 1995
---------- --------- ---------- ---------
REVENUE:
Speedway admissions $ 10,468 $ 9,401 $ 20,248 $ 17,376
Other speedway revenue 5,295 3,996 12,989 7,617
Merchandise, tires and accessories 8,199 5,800 18,981 14,376
---------- --------- ---------- ---------
TOTAL REVENUES 23,962 19,197 52,218 39,369
---------- --------- ---------- ---------
EXPENSES:
Operating 7,032 5,658 16,002 12,540
Cost of sales 4,755 3,335 11,270 8,399
Depreciation and amortization 823 735 2,296 1,931
Selling, general and administrative 2,031 2,076 5,144 4,004
---------- --------- ---------- ---------
OPERATING EXPENSES 14,641 11,804 34,712 26,874
---------- --------- ---------- ---------
OPERATING INCOME 9,321 7,393 17,506 12,495
INTEREST INCOME (EXPENSE), net 703 (185) 1,582 (669)
---------- --------- ---------- ---------
INCOME BEFORE INCOME TAXES 10,024 7,208 19,088 11,826
INCOME TAXES 3,525 2,396 6,862 3,934
---------- --------- ---------- ---------
NET INCOME $ 6,499 $ 4,812 $ 12,226 $ 7,892
========== ========= ========== =========
NET INCOME PER SHARE (See Note 3) $ .50
==========
PRO FORMA NET INCOME PER SHARE
(See Note 3) $ .61 $ 1.03 $ 1.00
========= ========== =========
WEIGHTED AVERAGE NUMBER OF SHARES
(See Note 3) 12,987,500
==========
PRO FORMA WEIGHTED AVERAGE NUMBER
OF SHARES (See Note 3) 7,905,542 11,822,076 7,905,542
========= ========== =========
See accompanying notes to unaudited consolidated financial statements.
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
Common Stock
--------------------
Additional Retained
Shares Amount Paid-In Capital Earnings
---------- ------ --------------- --------
BALANCE, December 31, 1995 9,157,500 $ 93 $37,446 $8,273
Sale of Common Stock 3,737,500 37 82,721
Competition Tire West, Inc.
transaction (Note 2) (28) (4,325)
Acquisition of minority interest
(Note 2) 92,500 2,063
Net income 12,226
---------- ------ --------------- --------
BALANCE, September 30, 1996 12,987,500 $ 130 $ 122,202 $ 16,174
========== ====== =============== ========
See accompanying notes to unaudited consolidated financial statements.
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine months Ended September 30,
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,226 $ 7,892
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,296 1,931
Changes in assets and liabilities which provided (used) cash:
Receivables (469) 77
Inventories, prepaid expenses and other assets (1,508) (164)
Accounts payable and accrued liabilities 10,248 5,757
Deferred revenue (8,589) (8,504)
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Net cash provided by operating activities 14,204 6,989
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net (42,468) (4,181)
Acquisition of Competition Tire South, Inc. (Note 2) (758)
Competition Tire West, Inc. transaction (Note 2) (3,176)
Acquisitions of minority interest in subsidiaries (612) (520)
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Net cash used in investing activities (47,014) (4,701)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 82,758
Proceeds from issuance of debt 13,866 4,622
Principal payments on long-term debt (12,245) (4,030)
Advances to affiliates (1,254) (2,643)
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Net cash provided by (used in) financing activities 83,125 (2,051)
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NET INCREASE IN CASH AND CASH EQUIVALENTS 50,315 237
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,805 1,383
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 55,120 $ 1,620
========== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 93 $ 762
========== =========
Cash paid during the period for taxes $ 5,025
==========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Increase in debt associated with acquisitions (Note 2) $ 3,738
==========
Decrease in minority interest associated with acquisitions (Note 2) $ 1,210
==========
See accompanying notes to unaudited consolidated financial statements.
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - FINANCIAL STATEMENTS. The consolidated financial statements include
the accounts of the Company, Penske Motorsports, Inc. and its wholly-owned
subsidiaries, Michigan International Speedway, Inc. (MIS), Pennsylvania
International Raceway, Inc. (PIR), Motorsports International Corp. (MIC), The
California Speedway Corporation (TCS), Competition Tire West, Inc. (CTW) and
Competition Tire South, Inc. (CTS). All material intercompany balances and
transactions have been eliminated.
The accompanying consolidated financial statements have been prepared by
management and, in the opinion of management, contain all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the Company as of September 30, 1996 and December 31,
1995, and the results of its operations for the three month and nine month
periods ended September 30, 1996 and 1995 and its cash flows for the nine month
periods ended September 30, 1996 and 1995.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements included in the Company's registration
statement filed on Form S-1 with the Securities and Exchange Commission.
Certain prior period financial statement items have been reclassified to
conform with the 1996 presentation.
Because of the seasonal concentration of racing events, the results of
operations for the three and nine month periods ended September 30, 1996 and
1995 are not indicative of the results to be expected for the year.
NOTE 2 - INITIAL PUBLIC OFFERING AND RELATED ACQUISITIONS. On March 27, 1996,
the Company completed its initial public offering (IPO) of 3,737,500 shares of
common stock (including 487,500 shares issued at the option of the
underwriters). The initial offering price was $24 per share with net proceeds
to the Company of $82.8 million. The net proceeds from the offering were used
to repay outstanding balances on the Company's credit facilities (approximately
$10.6 million) with the remainder to be used to fund, in part, the construction
of the California Speedway.
Acquisition of Minority Interest in PIR - Immediately prior to the effective
date of the IPO, James E. Williams, an investor in PIR, exchanged his 2,557
shares (approximately 15% of the issued and outstanding shares of common stock)
of PIR for 92,500 shares of Common Stock of the Company. This transaction
resulted in recording goodwill of approximately $2 million.
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Acquisition of Minority Interest in CTW and Capital Distribution - On March 21,
1996, the Company acquired all of CTW's outstanding shares of common stock for
$7.4 million, of which $4.3 million was paid to the two selling shareholders in
cash with the balance of $3.1 million payable over a term not to exceed five
years with interest at 8% per annum. The acquisition of the shares of the
former 40% CTW shareholder was accounted for as an acquisition of a minority
interest and resulted in recording goodwill of approximately $1.9 million. The
former controlling shareholder of CTW (60%) is also the controlling shareholder
of the Company, therefore, the excess of the amount paid for such shares over
the net book value of assets acquired (approximately $2.9 million) was recorded
as a capital distribution.
CTW was included in the consolidated balance sheet at December 31, 1995 because
of common control and as a result of the aforementioned transaction. This
transaction resulted in the ownership of CTW by the Company and the elimination
of the net book value (approximately $1.4 million) of the controlling
shareholder's interest in CTW from consolidated stockholder's equity. Also, as
part of this transaction, the $1.5 million note receivable-related party was
repaid.
Acquisition of CTS Common Stock - On March 21, 1996, the Company acquired the
common shares of CTS not owned by CTW (approximately 67%) for cash and notes
totaling approximately $2.2 million. Notes payable of approximately $830,000
are payable over a term not to exceed five years with interest at 8% per annum.
This acquisition was accounted for using the purchase method of accounting and
resulted in recording $1.2 million of goodwill. CTS has been included in the
consolidated financial statements from the date acquired. Had the acquisitions
occurred as of January 1, 1996, the pro-forma effect on revenues would have
been an increase of $1.4 million with an immaterial impact on net income and
earnings per share.
NOTE 3 - COMMON STOCK EARNINGS PER SHARE AND PRO-FORMA EARNINGS PER SHARE.
Prior to the completion of the IPO, discussed in Note 2, the Company effected a
recapitalization pursuant to which the Company (i) increased its authorized
shares of common stock to 50,000,000 shares, (ii) effected a 91.575-to-one
share split, and (iii) converted 15,000 shares of outstanding preferred stock
to 1,373,625 shares of common stock. Net income per share for the three month
period ended September 30, 1996 reflects the weighted average number of shares
outstanding of 12,987,500. The pro forma net income per share reflects the
weighted average number of post-split shares outstanding of 11,822,076 for the
nine month period ended September 30, 1996 and 7,905,542 for the three and nine
month periods ended September 30, 1995 (including the dilutive effect of the
number of shares issued equivalent to the $2.9 million capital distribution of
121,667 shares based on the offering price of $24 per share).
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY AND EQUIPMENT, NET. Property and equipment consist of the
following :
September 30, December 31,
1996 1995
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(In thousands)
Land and land improvements $ 63,530 $ 35,976
Buildings and improvements 46,765 33,337
Equipment 6,389 4,656
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116,684 73,969
Less accumulated depreciation 15,156 12,960
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$ 101,528 $ 61,009
========== ==========
The Company is currently constructing the California Speedway with an estimated
cost ranging from $93 million to $100 million. Costs incurred through
September 30, 1996 were approximately $42 million.
In September 1996, the Company entered into an agreement with Kaiser Ventures,
Inc. to purchase property located contiguous to the property on which the
Company is building the California Speedway. The purchase price for the
property is $13,352,170, payable in cash of $5 million and by the issuance to
Kaiser Ventures, Inc. of 254,298 shares of the Company's common stock. The
Company expects to close the transaction prior to December 31, 1996, upon
satisfaction of the conditions precedent in the agreement to purchase.
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Penske Motorsports, Inc. Form 10-Q (continued)
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholders
Penske Motorsports, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of
Penske Motorsports, Inc. and subsidiaries (the "Company") as of September 30,
1996 and the related condensed consolidated statements of income for the three
month and nine month periods ended September 30, 1996 and changes in
stockholders' equity and cash flows for the nine month period ended September
30, 1996, included in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996. These consolidated financial statements are
the responsibility of Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is an expression of an opinion regarding the consolidated financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of December 31,
1995, and the related consolidated statements of income, stockholders' equity
and cash flows, for the year then ended (not presented herein); and in our
report dated March 22, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the condensed consolidated balance sheet at December 31, 1995 included in
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996 is fairly stated, in all material respects, in relation to the condensed
consolidated balance sheet from which such information has been derived.
/s/ Deloitte & Touche LLP
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October 24, 1996
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Penske Motorsports, Inc. Form 10-Q (continued)
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
OVERVIEW
The Company derives revenue principally from ticket sales to racing events,
concessions sales, corporate hospitality and sponsorships, and broadcast
revenues at MIS and PIR. The Company also sells motorsports related
merchandise, racing tires and accessories.
The Company classifies its revenues as "Speedway admissions," which consists of
ticket sales; "Other speedway revenue," which includes corporate hospitality
and sponsorships, concessions, broadcast and other race related revenue;
"Merchandise, tires and accessories," which includes sales of race related
merchandise and revenue from tire and accessory sales.
The Company classifies its expenses as operating, cost of sales, depreciation
and amortization and selling, general and administrative expenses. Operating
expenses consist primarily of costs associated with conducting race events,
such as sanction fees and wages. Cost of sales relates to sales of
merchandise, tires and accessories.
Revenue for the three month and nine month periods ended September 30, 1996 was
$24.0 million and $52.2 million, respectively, compared to $19.2 million and
$39.4 million, respectively, for the same periods in 1995. Net income for the
three month and nine month periods ended September 30, 1996 was $6.5 million,
or $.50 per share and $12.2 million, or $1.03 per share, respectively, compared
to $4.8 million, or $.61 per share and $7.9 million, or $1.00 per share,
respectively, for the same periods in 1995. The increase in revenues and net
income for the three months ended September 30, 1996 is due primarily to
increased admission sales at the speedways, incremental broadcast and
concession revenue and an increase in sales of merchandise, tires and
accessories. The increase in revenues and net income for the nine months ended
September 30, 1996 resulted from the additional speedway revenue and
merchandise, tires and accessories revenue noted above and from additional
second quarter revenue from a new race at PIR.
The increase in assets of $97.9 million from December 31, 1995 reflects the
proceeds of the Company's IPO, the goodwill from the acquisition of CTS, the
acquisition of the minority interests in CTW and PIR and the increase in land
as a result of the construction of the California Speedway. Liabilities
increased $5.2 million and reflect debt associated with the above acquisitions
and an increase in accounts payable and accrued expenses due to accrued
construction costs and inventory purchases, net of a decrease in deferred race
revenue. Stockholders' equity increased $92.7 million primarily as a result of
the Company's IPO ($82.8 million) and $12.2 million in net income for the nine
month period.
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Penske Motorsports, Inc. Form 10-Q (continued)
Because of the seasonal concentration of racing events, the Company generates a
majority of its revenues and expenses in the second and third quarters of each
year, thus, the results of operations for the three and nine month periods
ended September 30, 1996 and 1995 are not indicative of the results to be
expected for the year.
RESULTS OF OPERATIONS
The percentage relationships between revenues and other elements of the
Company's Consolidated Statements of Income for the comparative reporting
periods were:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1996 1995 1996 1995
------ ------- ------ ------
REVENUE:
Speedway admissions 43.7% 49.0% 38.8% 44.1%
Other speedway revenue 22.1% 20.8% 24.9% 19.4%
Merchandise, tires and accessories 34.2% 30.2% 36.3% 36.5%
------ ------- ------ ------
TOTAL REVENUES 100.0% 100.0% 100.0% 100.0%
====== ======= ====== ======
EXPENSES:
Operating 29.3% 29.5% 30.6% 31.9%
Cost of sales 19.8% 17.4% 21.6% 21.3%
Depreciation and amortization 3.5% 3.8% 4.4% 4.9%
Selling, general and administrative 8.5% 10.8% 9.9% 10.2%
------ ------- ------ ------
OPERATING EXPENSES 61.1% 61.5% 66.5% 68.3%
------ ------- ------ ------
OPERATING EARNINGS 38.9% 38.5% 33.5% 31.7%
====== ======= ====== ======
SEASONAL AND QUARTERLY RESULTS
The Company's weekend race events are currently held in April, May, June, July
and August. As a result, the Company's business has been highly seasonal. Set
forth below is summary information with respect to the Company's operations.
1994 1995 1996
------------------------------------------------------------------------------------------------
First Second Third Fourth First Second Third Fourth First Second Third
------- ------- ------- ------- ------- ------- ------- ------- ------ ------- -------
Revenue $2,457 $13,225 $21,339 $3,497 $2,862 $17,310 $19,285 $2,645 $3,642 $24,614 $23,962
Net income (loss) (1,137) 2,762 5,921 (1,206) (1,157) 4,237 4,812 (1,118) (990) 6,717 6,499
Number of events - 3 6 - - 4 4 - - 6 4
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Penske Motorsports, Inc. Form 10-Q (continued)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE AND NINE
MONTHS ENDED JUNE 30, 1995.
Revenues - Revenues for the three months ended September 30, 1996 were $24.0
million, an increase of $4.8 million, or 24.8% compared to the same period in
1995. This improvement was due to increases in all revenue components.
Admissions revenue for the three month period of $10.5 million increased $1.1
million, or 11.3%, from the same period in 1995 and reflects increased
attendance at the events held in the third quarter. Other speedway revenue of
$5.3 million increased $1.3 million, or 32.5%, primarily due to incremental
television broadcast revenue and increases in concessions, hospitality and
sponsorship revenue. Merchandise, tires and accessories revenue of $8.2
million increased $2.4 million, or 41.4%, from the same period in 1995,
reflecting the acquisition of CTS as well as increases in sales of race related
apparel.
Revenues for the nine months ended September 30, 1996 were $52.2 million, an
increase of $12.8 million, or 32.6%, over the comparable period of 1995.
Speedway admissions increased 16.5% from $17.4 million in 1995 to $20.2 in 1996
due to increased attendance and the addition of a race at PIR in the second
quarter. Other speedway revenue increased from $7.6 million to $13.0 million,
or 70.5%, due to increased television broadcast revenue and increases in
concessions, hospitality and sponsorship revenue. Merchandise, tires and
accessories revenue increased 32.0% from $14.4 million in 1995 to $19.0 million
in 1996 due to the acquisition of CTS as well as increased sales of tires and
accessories by CTW and race related apparel.
Operating Expenses - Operating expenses of $7.0 million for the three months
ended September 30, 1996 increased $1.4 million, or 24.3%, from the three
months ended September 30, 1995 as a result of higher sanction fees and the
impact of the acquisition of CTS. As a percentage of total revenue, operating
expenses were 29.3% for the three months ended September 30, 1996 as compared
to 29.5% for the comparable period in 1995. Operating expenses for the nine
months ended September 30, 1996 were $16.0 million, or 30.6% of revenues,
compared to $12.5 million, or 31.9% of revenues, in 1995. Operating expenses
for the nine month period increased over 1995 due to higher sanction fees,
additional costs to host the new event at PIR and the U.S. 500 at MIS and the
impact of the acquisition of CTS in the consolidated results. The decrease in
operating expenses as a percentage of total revenue for the nine month period
reflects the ability of the Company to add incremental revenue without a
corresponding increase in operating expenses.
Cost of Sales - Cost of sales for the three months ended September 30, 1996 was
$4.8 million, or 58.0% of merchandise, tires and accessories revenues, compared
to $3.3 million, or 57.5% of those same revenues for the corresponding period
of 1995. For the nine months ended September 30, 1996, cost of sales increased
from $8.4 million, or 58.4% of merchandise, tires and accessories revenues, in
1995 to $11.3 million, or 59.4% of revenues. The slight increase in cost of
sales as a percent of merchandise, tires and accessories revenue reflects an
increase in wholesale merchandise sales, which have a lower gross profit
margin.
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Penske Motorsports, Inc. Form 10-Q (continued)
Depreciation and Amortization - Depreciation and amortization expense of
$800,000 for the three months ended September 30, 1996 increased $100,000, or
12.0%, compared to the same period in 1995. For the nine months ended
September 30, 1996, depreciation and amortization expense increased $400,000,
or 18.9%, from $1.9 million to $2.3 million. The increase reflects capital
improvements, primarily additional seating and repaving at the race tracks,
during 1995 and 1996, and the acquisition of CTS.
Selling, General and Administrative - Selling, general and administrative
expenses of $2.0 million, or 8.5% of revenues, for the three months ended
September 30, 1996 was comparable to expenses of $2.1 million, or 10.8% of
revenues, for the same period in 1995. For the nine months ended September 30,
1996, selling, general and administrative expenses were $5.1 million, or 9.9%
of revenues as compared to $4.0 million, or 10.2% of revenues for the same
period in 1995. The increase for the nine month period is due to expenses
incurred in the second quarter to host the new race at PIR and the U.S. 500 at
MIS.
Interest - The Company recorded net interest income for the three months ended
September 30, 1996 of $703,000, compared to net interest expense of $185,000 in
1995. For the nine months ended September 30, 1996, the Company recorded net
interest income of $1.6 million compared to net interest expense of $669,000 in
1995. The interest income results from temporarily investing the proceeds of
the IPO while the reduced interest expense reflects the repayment of existing
debt.
Income Tax Expense - Income tax expense is reported during the interim
reporting periods on the basis of the Company's estimated annual effective tax
rate for the taxable jurisdictions in which the Company operates and is
comparable to the prior period.
Net Income - Net income for the three months ended September 30, 1996 was $6.5
million, an increase of $1.7 million, or 35.1%, over 1995. For the nine months
ended September 30, 1996, net income was $12.2 million, an increase of $4.3
million or 54.9% over 1995. The increase in 1996 net income reflects increases
in speedway admissions and other speedway revenues, higher sales of
merchandise, tires and accessories and the benefit of interest earned on
invested IPO proceeds.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded facility improvements from operating cash
flow supplemented, as necessary, with borrowings under available credit
arrangements. The Company used the proceeds of its initial public offering to
repay debt and intends to use the remainder to principally fund construction of
the California Speedway.
During the three months ended September 30, 1996, the Company obtained a $20
million unsecured revolving line of credit, all of which was available as of
September 30, 1996.
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Penske Motorsports, Inc. Form 10-Q (continued)
In September 1996, the Company entered into an agreement with Kaiser Ventures,
Inc. to purchase property located contiguous to the property on which the
Company is building the California Speedway. The purchase price for the
property is $13,352,170, payable in cash of $5 million and by the issuance to
Kaiser Ventures, Inc. of 254,298 shares of the Company's common stock. The
Company expects to close the transaction prior to December 31, 1996, upon
satisfaction of the conditions precedent in the agreement to purchase.
The Company believes it has sufficient resources from cash flow from the IPO
and from operations, and if necessary, by borrowing under its line of credit to
satisfy ongoing cash requirements for the next twelve months, including
construction of the California Speedway and other required capital
expenditures. The California Speedway is currently estimated to cost
approximately $93 million to $100 million. The increase in expected costs to
complete the facility have resulted primarily from additional seating capacity,
enhancements to customer amenities and further upgrades to the quality of the
facilities.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Except for the historical information contained herein, certain matters
discussed in this Form 10-Q are forward-looking statements which involve risks
and uncertainties, including but not limited to the Company's ability to
maintain good working relationships with the sanctioning bodies for its events,
complete on schedule the construction of the California Speedway and obtain
sanctioning agreements for events at the California Speedway, as well as other
risks and uncertainties affecting the Company's operations, such as
competition, environmental, industry sponsorships, governmental regulation,
dependence on key personnel, the Company's ability to control construction and
operational costs, the impact of bad weather at the Company's events and those
other factors discussed in the Company's filings with the Securities and
Exchange Commission.
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Penske Motorsports, Inc. Form 10-Q (continued)
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit Number and Description
10.1 Credit Agreement dated as of August 16, 1996
by and between Penske Motorsports, Inc. and
NationsBank, N.A.
15.1 Letter RE: unaudited interim financial
information.
27 Financial Data Schedules
(b) Reports on Form 8-K
The Company was not required to file a Form 8-K
during the nine months ended September 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PENSKE MOTORSPORTS, INC.
Date: November 11, 1996 By: /s/ James H.Harris
------------------------ -------------------------------
James H. Harris
Its: Senior Vice President-Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
EX. 10.1 Credit Agreement
EX. 15.1 Unaudited Interim Financial information
EX. 27 Financial Data Schedule