1
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 June 30, 1997.
( ) Transition report pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the transition period ___ to ___.
Commission File No. 0-28044
PENSKE MOTORSPORTS, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0369517
- -------------------------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
13400 OUTER DRIVE WEST, DETROIT, MICHIGAN 48239-4001
- -------------------------------------------------------------- ---------------------------------
(Address of principal executive offices) (including zip code)
313-592-8255
------------
(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 14,148,340 SHARES
- ---------------------------- -----------------------------
CLASS OUTSTANDING AT AUGUST 1, 1997
This report contains 16 pages.
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Penske Motorsports, Inc. Form 10-Q (continued)
TABLE OF CONTENTS
PAGE NO.
--------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Independent Accountants' Review Report 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 10
PART II - OTHER INFORMATION
ITEM 2. LEGAL PROCEEDINGS. 16
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. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
ASSETS 1997 1996
-------- ------------- ---------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 6,973 $ 27,862
Receivables 12,135 2,365
Inventories 4,432 2,060
Prepaid expenses 1,254 1,272
-------- --------
TOTAL CURRENT ASSETS 24,794 33,559
PROPERTY AND EQUIPMENT, net 209,771 140,402
GOODWILL, net 30,099 6,918
OTHER ASSETS 2,146 3,118
-------- --------
TOTAL $266,810 $183,997
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 13,620 $ 1,738
Accounts payable 18,026 8,223
Accrued expenses 10,661 1,715
Deferred revenue, net 25,189 14,125
-------- --------
TOTAL CURRENT LIABILITIES 67,496 25,801
LONG-TERM DEBT, less current portion 5,287 3,825
MINORITY INTEREST 2,101
DEFERRED TAXES 9,910 8,969
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $ .01 share:
Authorized 50,000,000 shares
Issued and outstanding 14,148,340
shares in 1997 and 13,241,798 in 1996 141 132
Additional paid-in-capital 157,721 130,534
Retained earnings 24,154 14,736
-------- --------
TOTAL STOCKHOLDERS' EQUITY 182,016 145,402
-------- --------
TOTAL $266,810 $183,997
======== ========
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 Six Months Ended
June 30, June 30,
1997 1996 1997 1996
-------------- -------------- ----------------- --------------
REVENUES:
Speedway admissions $ 19,696 $ 9,780 $ 19,696 $ 9,780
Other speedway revenue 15,699 7,658 15,750 7,694
Merchandise, tires and accessories 10,901 7,226 16,225 10,905
---------- ----------- ----------- -----------
TOTAL REVENUES 46,296 24,664 51,671 28,379
---------- ----------- ----------- -----------
EXPENSES:
Operating 14,028 6,964 16,314 8,970
Cost of sales 6,226 4,416 9,402 6,515
Depreciation and amortization 1,524 813 2,313 1,473
Selling, general and administrative 6,553 2,642 8,283 3,113
----------- ----------- ----------- -----------
OPERATING EXPENSES 28,331 14,835 36,312 20,071
----------- ----------- ----------- -----------
OPERATING INCOME 17,965 9,829 15,359 8,308
INTEREST INCOME (EXPENSE), net (48) 762 77 756
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 17,917 10,591 15,436 9,064
INCOME TAXES 6,988 3,874 6,018 3,337
----------- ----------- ----------- -----------
NET INCOME $ 10,929 $ 6,717 $ 9,418 $ 5,727
=========== =========== =========== ===========
NET INCOME PER SHARE (See Note 2) $ .80 $ .52 $ .70
=========== =========== ===========
PRO FORMA NET INCOME PER SHARE (See
Note 2) $ .51
===========
WEIGHTED AVERAGE NUMBER OF SHARES
(See Note 2) 13,670,164 12,987,500 13,457,164
=========== =========== ===========
PRO FORMA WEIGHTED AVERAGE NUMBER
OF SHARES (See Note 2) 11,232,960
===========
See accompanying notes to unaudited consolidated financial statements.
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Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
SIX MONTHS ENDED JUNE 30,
------------------------------------
1997 1996
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,418 $ 5,727
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,313 1,473
Changes in assets and liabilities which provided (used) cash:
Receivables (9,458) (4,041)
Inventories, prepaid expenses and other assets (4,059) (1,729)
Accounts payable and accrued liabilities 17,715 6,798
Deferred revenue 7,910 16
--------------- ----------------
Net cash provided by operating activities 23,839 8,244
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net (53,920) (23,839)
Acquisition of Competition Tire South, Inc. (758)
Competition Tire West, Inc. transaction (3,176)
--------------- ----------------
Net cash used in investing activities (53,920) (27,773)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock 82,803
Proceeds from issuance of debt 11,467 12,089
Repayment of debt (2,275) (12,145)
Advances to affiliates (1,254)
--------------- ----------------
Net cash provided by financing activities 9,192 81,493
--------------- ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (20,889) 61,964
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 27,862 4,805
--------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,973 $ 66,769
=============== ================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 453 $ 29
Cash paid during the period for taxes 219 2,662
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Stock issued in exchange for investment in subsidiary $ 27,196
Increase in debt associated with acquisitions $ 3,738
Decrease in minority interest associated with acquisitions 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 Penske Motorsports, Inc. (the Company), its wholly-owned
subsidiaries, Michigan International Speedway, Inc., Pennsylvania International
Raceway, Inc., The California Speedway Corporation, Motorsports International
Corp., Competition Tire West, Inc. (CTW) and Competition Tire South, Inc., and
its majority-owned subsidiary, North Carolina Motor Speedway, Inc. (NCMS). 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 June 30, 1997 and December 31, 1996,
and the results of operations and cash flows of the Company for the three
months and six months ended June 30, 1997 and 1996. The consolidated financial
statements should be read in conjunction with the consolidated financial
statements included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
Because of the seasonal concentration of racing events, the results of
operations for the three months and six months ended June 30, 1997 and 1996 are
not indicative of the results to be expected for the year.
NOTE 2 - EARNINGS PER SHARE. Net income per share for the three
months and six months ended June 30, 1997 reflects the weighted average number
of shares outstanding of 13,670,164 and 13,457,164, respectively. The net
income per share for the three months ended June 30, 1996 reflects the weighted
average number of shares outstanding for the period of 12,987,500. The pro
forma net income per share for the six months ended June 30, 1996 reflects the
weighted average number of shares outstanding of 11,232,960 plus the dilutive
effect of the number of shares equivalent to the $2.9 million capital
distribution which was recorded from the purchase of CTW in March 1996 (121,667
shares based on the Company's initial public offering price of $24 per share).
NOTE 3 - PROPERTY AND EQUIPMENT. Property and equipment consists of the
following :
($ in thousands) June 30, December 31,
1997 1996
--------------- ---------------
Land and land improvements $103,015 $ 85,469
Buildings and improvements 109,134 63,685
Equipment 15,346 6,929
-------- --------
227,495 156,083
Less accumulated depreciation 17,724 15,681
-------- --------
$209,771 $140,402
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Penske Motorsports, Inc. Form 10-Q (continued)
The Company has completed construction of California Speedway with an estimated
total cost of $118 million.
NOTE 4 - NORTH CAROLINA MOTOR SPEEDWAY. On May 19, 1997, the Company exercised
its option to purchase the shares of the majority shareholder of NCMS in
exchange for 906,542 shares of the Company's common stock, increasing the
Company's ownership of NCMS from approximately 4.5% to approximately 70%. The
shares issued were valued at $30 per share and are reflected in the financial
statements as an increase in common stock of $9,000 and additional paid-in
capital of $27,187,000. The acquisition has been accounted for as a purchase
and NCMS has been consolidated in the financial statements since the date of
acquisition. The transaction resulted in the Company recording $23.3 million
of goodwill, which will be amortized over a period of 40 years. The minority
interest liability on the balance sheet reflects the equity of the minority
investors of NCMS.
On August 5, 1997, the Board of Directors of NCMS approved a merger and merger
agreement with the Company. The merger proposal, which offers NCMS
stockholders $19.61 per share in cash or the equivalent amount of stock of the
Company valued at the market price per share of the Company's common stock
determined during a period prior to the effective date of the merger, will be
submitted to the NCMS shareholders at a meeting expected to be held in the
third or fourth quarter of 1997. In August 1997, O. Bruton Smith sued the
Company, NCMS and certain directors of NCMS in an effort to enjoin the
completion of the merger. Should the merger not occur, the Company will be
obligated to reimburse the former majority shareholder of NCMS for any tax
consequences that result. The impact of such reimbursement could materially
increase the Company's investment in NCMS.
NOTE 5 - ACQUISITIONS. In July 1997, the Company announced that it invested
$11.8 million for a 40% interest in Homestead-Miami Speedway, LLC, the
operators of Metro-Dade Homestead Motorsports Complex. The transaction will be
recorded as an equity investment in the financial statements of the Company.
In August 1997, the Company acquired a 7% interest in Grand Prix Association of
Long Beach, Inc. (GPLB) for $3.9 million. GPLB owns and operates the Grand
Prix of Long Beach, California, Gateway International Raceway in Madison,
Illinois, and Memphis Motorsports Park in Millington, Tennessee.
NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS. The Financial Accounting Standards
Board has issued three new accounting standards which apply to the Company.
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share", which is effective for financial statements issued after December 15,
1997, requires companies to present earnings per share on the face of the
income statement in two categories called "Basic" and "Diluted" and requires
restatement of all periods presented. The Company will adopt SFAS No. 128
during the fourth quarter of 1997. The Company anticipates that the adoption
of SFAS No. 128 will not have a material impact on earnings per share.
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Penske Motorsports, Inc. Form 10-Q (continued)
SFAS No. 130, "Reporting Comprehensive Income", requires companies to classify
items of other comprehensive income by their nature in a financial statement
and to display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section of
a statement of financial position. This statement is effective for fiscal
years beginning after December 15, 1997. The Company will adopt SFAS No. 130
in 1998.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", which is effective for fiscal years beginning after December 15,
1997, requires that a public business enterprise report financial and
descriptive information about its reportable operating segments. The Company
will adopt SFAS No. 131 in 1998.
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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 June 30, 1997
and the related condensed consolidated statements of income and of cash flows
for the three month and six month periods ended June 30, 1997 and 1996 included
in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997. These consolidated financial statements are the responsibility of the
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,
1996, 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 January 20, 1997, 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, 1996 included in
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which such information has been derived.
/s/ Deloitte & Touche LLP
- -------------------------
Detroit, Michigan
August 1, 1997
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Penske Motorsports, Inc. Form 10-Q (continued)
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
Penske Motorsports, Inc. (the Company) is a leading promoter and marketer of
professional motorsports in the United States. The Company owns and operates,
through its wholly-owned subsidiaries, Michigan Speedway in Brooklyn, Michigan,
Nazareth Speedway in Nazareth, Pennsylvania and California Speedway near
Los Angeles, California. The Company also has a 70% interest in North
Carolina Motor Speedway, Inc. (NCMS), which operates a speedway in Rockingham,
North Carolina. Subsequent to June 30, 1997 the Company acquired a 40%
ownership interest in Homestead-Miami Speedway, LLC and a 7% interest in Grand
Prix Association of Long Beach, Inc. In addition, the Company sells
motorsports related merchandise such as apparel, souvenirs and collectibles
through its subsidiary Motorsports International Corp. (MIC) and Goodyear brand
racing tires and accessories through its subsidiaries Competition Tire West,
Inc. (CTW) and Competition Tire South, Inc. (CTS) in the midwest and
southeastern regions of the United States.
The Company classifies its revenues as speedway admissions, other speedway
revenues, and merchandise, tires and accessories revenues. Speedway admissions
includes ticket sales for racing events held at the Company's speedways. Other
speedway revenues includes revenues from concessions sales, corporate
hospitality and sponsorship, broadcast revenues and billboard and program
advertising. Speedway admissions and other speedway revenues are generally
collected in advance and recorded as deferred revenues, net of deferred
expenses, until the completion of the related event. Merchandise, tires and
accessories revenues includes sales of motorsports related merchandise and
revenues from showcar appearance fees by MIC and sales of racing tires and
accessories by CTW and CTS. Revenues from sales of merchandise, tires and
accessories are recorded as income at the time of the sale.
The Company classifies its expenses as operating, cost of sales, depreciation
and amortization and selling, general and administrative expenses. Operating
expenses consists primarily of costs associated with conducting race events,
such as sanction fees and wages. Cost of sales relates entirely to sales of
merchandise, tires and accessories.
Revenues for the three months ended June 30, 1997 were $46.3 million, or 87.7%
higher than revenues of $24.7 million for the three months ended June 30, 1996.
The Company recorded net income of $10.9 million, or $.80 per share, for the
three months ended June 30, 1997, compared to net income of $6.7 million, or
$.52 per share, in 1996, an increase of 62.7%. The increase in revenues and
net income in 1997 is due primarily to increased speedway admissions and other
speedway revenues resulting from the race held in June at California Speedway.
Revenues also grew due to an increase in merchandise, tires and accessories
revenues of $3.7 million.
For the six month period ended June 30, 1997, revenues were $51.7 million, an
increase of 82% over revenues of $28.4 million for the six months ended June
30, 1996. Net income for the six months increased from $5.7 million, or $.51
per share, in 1996 to $9.4 million, or $.70
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Penske Motorsports, Inc. Form 10-Q (continued)
per share, in 1997, an increase of 64.4%. These increases are due primarily to
the opening of California Speedway in June.
In May, 1997, the Company exercised its option to purchase the shares of the
majority shareholder of NCMS in exchange for 906,542 shares of the Company's
common stock valued at $30 per share. The transaction, which increased the
Company's ownership of NCMS to 70%, resulted in the Company recording goodwill
of approximately $23.3 million.
On August 5, 1997, the Board of Directors of NCMS approved a merger and merger
agreement with the Company. The merger proposal, which offers NCMS
stockholders $19.61 per share or the equivalent amount of stock of the Company
valued at the market price per share of the Company's common stock determined
during a period prior to the effective date of the merger, will be submitted
to the NCMS shareholders at a meeting expected to be held in the third or
fourth quarter of 1997.
The Company announced in July 1997 that it acquired a 40% interest in
Homestead-Miami Speedway, LLC (Homestead), the operators of the 45,000 seat
Metro-Dade Homestead Motorsports Complex. This South Florida 1.5-mile oval
racing complex hosts three major racing weekends, including the opening event
of the CART PPG World Series, the Marlboro Grand Prix of Miami. The
transaction will be recorded as an equity investment in the financial
statements of the Company.
In August 1997, the Company acquired a 7% interest in Grand Prix Association of
Long Beach, Inc. (GPLB) for $3.9 million. GPLB owns and operates the Grand
Prix of Long Beach, California, Gateway International Raceway in Madison,
Illinois, and Memphis Motorsports Park in Millington, Tennessee.
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
--------- --------- ------- ------
REVENUES:
Speedway admissions 42.6% 39.7% 38.1% 34.5%
Other speedway revenue 33.9 31.0 30.5 27.1
Merchandise, tires and accessories 23.5 29.3 31.4 38.4
-------- -------- ----- -----
TOTAL REVENUES 100.0 100.0 100.0 100.0
-------- -------- ----- -----
EXPENSES:
Operating 30.3 28.2 31.6 31.6
Cost of sales 13.4 17.9 18.2 23.0
Depreciation and amortization 3.3 3.3 4.5 5.2
Selling, general and administrative 14.2 10.7 16.0 11.0
-------- -------- ----- -----
TOTAL EXPENSES 61.2 60.1 70.3 70.8
-------- -------- ----- -----
OPERATING INCOME 38.8% 39.9% 29.7% 29.2%
======== ======== ===== =====
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Penske Motorsports, Inc. Form 10-Q (continued)
SEASONALITY AND QUARTERLY RESULTS
Prior to 1997, the Company's weekend race events were held during the months
from April to August. As a result, the Company's business has historically been
highly seasonal. In 1997, in addition to the historical weekend events, the
Company will promote events at California Speedway in September and October,
North Carolina Motor Speedway in October, and Homestead in November. Due to
the seasonal nature of the Company's business, the results of operations for
the three months and six months ended June 30, 1997 and 1996 are not
indicative of the results to be expected for the year.
Set forth below is summary information with respect to the Company's
operations (in thousands):
1997 1996 1995
----------------- ----------------------------------- --------------------------------
FIRST SECOND FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
------- -------- ------- ------- ------- -------- ---------- ------- ------- --------
REVENUES $5,375 $46,296 $3,642 $24,614 $23,962 $ 2,957 $2,862 $17,310 $19,197 $ 2,636
NET INCOME
(LOSS) (1,511) 10,929 (990) 6,717 6,499 (1,346) (1,157) 4,237 4,812 (1,118)
EVENT
WEEKENDS - 5 - 4 2 - - 3 2 -
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996.
Revenues - Revenues for the three months ended June 30, 1997 were $46.3
million, an increase of $21.6 million, or 87.7% compared to the same period in
1996 due to increases in all categories of revenues. Speedway admissions
increased $9.9 million, from $9.8 million in 1996 to $19.7 million in 1997 due
to increased attendance from the addition of the 72,000-seat California
Speedway, which held its first event in June, and additional seats at
Michigan Speedway (8,500) and Nazareth Speedway (11,000). Other speedway
revenues increased $8.0 million, from $7.7 million in 1996 to $15.7
million in 1997, due primarily to the opening event at California Speedway.
Sales of merchandise, tires and accessories were $10.9 million for the quarter
ended June 30, 1997, compared to $7.2 million for the comparable period in
1996, an increase of 50.9%. This increase resulted from higher catalogue
sales, expanded product lines and strong demand for California Speedway
inaugural merchandise.
Operating Expenses - Operating expenses of $14.0 million for the three months
ended June 30, 1997 increased $7.1 million from the three months ended June 30,
1996 due primarily to the addition of operating expenses at California
Speedway.
Cost of Sales - Cost of sales for the three months ended June 30, 1997 was $6.2
million, or 57.1% of merchandise, tires and accessories revenues, compared to
$4.4 million, or 61.1% of those same revenues for the corresponding period of
1996. The decrease in cost of sales as a percentage of revenues reflects
growth in sales by MIC, especially in the higher margin trackside merchandise
at California Speedway. Sales of merchandise and collectibles are
generally at a higher margin than sales of tires and accessories.
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Penske Motorsports, Inc. Form 10-Q (continued)
Depreciation and Amortization - Depreciation and amortization expense of $1.5
million for the three months ended June 30, 1997 increased $.7 million compared
to the same period in 1996 due to the addition of depreciation on the
California Speedway facility, as well as additional depreciation at Michigan
and Nazareth Speedways, which each added new grandstands for the 1997 racing
season.
Selling, General and Administrative - Selling, general and administrative
expenses of $6.6 million for the three months ended June 30, 1997 increased
$3.9 million from the same period in 1996. This increase is due mainly to
promotional costs associated with the opening in June of California
Speedway.
Interest - The Company recorded net interest expense for the three months ended
June 30, 1997 of $48,000, compared to net interest income of $762,000 in 1996.
The interest income in 1996 resulted from temporarily investing the proceeds of
the Company's March 1996 initial public offering. The Company has utilized all
of the proceeds of the initial public offering and is now borrowing to finance
the final construction costs of the California Speedway.
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. The
effective tax rate for the three months ended June 30, 1997 is 39.0%, compared
to 36.6% in 1996, due primarily to the addition of revenues in California,
which has a higher state tax rate, and the treatment of CTW as a Subchapter S
Corporation in the first quarter of 1996.
Net Income - Net income for the three months ended June 30, 1997 was $10.9
million, an increase of $4.2 million, or 62.7%, over net income of $6.7 million
for the three months ended June 30, 1996. The increase in net income for 1997
is due primarily to increases in admissions revenues and other speedway
revenues from the opening of the California Speedway, which hosted its first
event in June, and additional seating at Michigan and Nazareth Speedways.
These increases are partially offset by increased expenses associated with the
California Speedway and reduced interest income.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996.
Revenues - Revenues for the six months ended June 30, 1997 were $51.7 million,
an increase of $23.3 million, or 82.1% compared to the same period in 1996. As
discussed above, the company experienced increases in all revenue categories
during the second quarter resulting from the opening of the California Speedway
and increased seating at Michigan Speedway and Nazareth Speedway and strong
sales of merchandise by MIC. In addition, revenues of CTS, which was acquired
late in March 1996, were included in the Company's operating results for the
entire six month period ended June 30, 1997.
Operating Expenses - Operating expenses increased from $9.0 million for the six
months ended June 30, 1996 to $16.3 million in 1997, an increase of $7.3
million, due primarily to operating costs at the California Speedway, which had
minimal expenses in 1996, and from the addition of CTS to the consolidated
financial statements for all of 1997.
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Penske Motorsports, Inc. Form 10-Q (continued)
Cost of Sales - Cost of sales for the six months ended June 30, 1997 was $9.4
million, or 57.9% of merchandise, tires and accessories revenues, compared to
$6.5 million, or 59.7% of those same revenues for the corresponding period of
1996. The decrease in cost of sales as a percentage of revenues reflects
growth in sales by MIC, which sells merchandise at a higher margin than the
tires and accessories business.
Depreciation and Amortization - Depreciation and amortization expense of $2.3
million for the six months ended June 30, 1997 increased $.8 million compared
to the same period in 1996 due to the addition of depreciation on the
California Speedway facility, as well as additional depreciation at Michigan
and Nazareth Speedways, each of which has depreciation expense on 1996
grandstand additions for a full six month period and has added new grandstands
for the 1997 racing season.
Selling, General and Administrative - Selling, general and administrative
expenses of $8.3 million for the six months ended June 30, 1997 increased $5.2
million from the same period in 1996. This increase is due mainly to
promotional costs associated with the opening in June of the California
Speedway.
Interest - Net interest income for the six months ended June 30, 1997 was
$77,000, a decrease of $679,000 from $756,000 in 1996. The Company invested
the proceeds of its March 1996 initial public offering temporarily while the
California Speedway was being constructed. As of June 30, 1997, these funds
had been utilized completely and the Company has borrowed on its revolving line
of credit to fund the remaining construction of California Speedway and
other capital expenditures at its other subsidiaries.
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. The
effective tax rate for the six months ended June 30, 1997 is 39.0%, compared to
36.8% in 1996, due primarily to the addition of revenues in California, which
has a higher state tax rate, and the treatment of CTW as a Subchapter S
Corporation in the first quarter of 1996.
Net Income - Net income for the six months ended June 30, 1997 was $9.4
million, an increase of $3.7 million, or 64.4%, over net income of $5.7 million
for the six months ended June 30, 1996. The increase in net income for 1997
reflects the opening of the California Speedway, as well as expansion and
improvements to the Company's other speedways, net of higher costs associated
with the California Speedway and lower interest income, as the Company's cash
reserves have been utilized to fund construction of the California Speedway.
14
15
Penske Motorsports, Inc. Form 10-Q (continued)
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has relied on cash flows from operating activities
supplemented, as necessary, by bank borrowings to finance working capital,
investments and capital expenditures. The Company has used all of the proceeds
of its March 1996 initial public offering to repay debt and to fund
construction of California Speedway.
During the second quarter of 1997, the Company increased its unsecured lines of
credit to $60 million. As of June 30, 1997, the Company had drawn $11.4
million on these lines of credit.
The Company believes it has sufficient resources from existing cash balances and
from operating activities and, if necessary, from borrowing under its lines of
credit to satisfy ongoing cash requirements for the next twelve months,
including final construction costs at California Speedway, investments in other
speedways and other capital requirements.
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
and completion of the proposed merger between the Company and NCMS, 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.
15
16
Penske Motorsports, Inc. Form 10-Q (continued)
PART II - OTHER INFORMATION
ITEM 2. LEGAL PROCEEDINGS
Reference is hereby made to "ITEM 2. LEGAL PROCEEDINGS" in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
for a description of legal proceedings reported for the Company's quarter ended
March 31, 1997 (the "March 10-Q"). The companion lawsuits referenced in such
section of the March 10-Q do not state the amount of damages being sought by
the claimants.
On August 4, 1997, a purported class action was commenced against NCMS
only, in the U.S. District Court in Greensboro, North Carolina seeking treble
damages under the United States and North Carolina anti-trust laws. The suit
alleges, in substance, that NCMS conspired with various persons to fix the
prices of souvenirs sold at the track during the Winston Cup and Busch race
event weekends from 1988 until 1997. The plaintiff, a Tennessee resident,
claims that he purchased souvenirs at Winston Cup and Busch races at NCMS. The
suit names various persons as alleged co-conspirators, but does not name them
(or others) as defendants, at this time. The suit alleges that price sheets
were circulated by NCMS fixing the prices of souvenirs. The suit is
substantially identical to the purported national class actions pending in the
U.S. District Court in Atlanta filed against the Company and previously
reported in the March 10-Q. That suit alleges that similar wrongful conduct
occurred at NCMS during 1991 to the present time. NCMS is not a defendant in
the Atlanta case at this time. The Company and NCMS dispute the claims and
expect to vigorously defend themselves.
In August 1997, O. Bruton Smith sued the Company, NCMS and certain
directors of NCMS in an effort to enjoin the completion of the merger of PMI
and NCMS. The suit was filed in North Carolina Superior Court in Mecklenburg
County, North Carolina. While no monetary damages are sought, in the event that
the merger does not occur or is delayed resulting in the transaction not
constituting a tax-free reorganization, the Company would be obligated to
reimburse the former majority shareholder of NCMS with whom PMI exchanged
shares for the tax-effect of such exchange. Such payment could materially
increase the amount of the Company's investment in connection with its purchase
of the NCMS shares from the former majority shareholder. The Company disputes
Mr. Smith's basis for his claim for injunctive relief and will vigorously
defend itself.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number Description
------- -----------
10.1 Purchase Agreement dated July 23, 1997, among Homestead-Miami Speedway,
LLC, International Speedway Corporation, Penske Motorsports, Inc.,
Homestead Motorsports Joint Venture, Miami Motorsports Joint Venture,
Rafael A. Sanchez and Wayne Huizenga.
10.2 Stock Purchase Agreement dated as of August 8, 1997 between Penske
Motorsports, Inc. and Grand Prix Association of Long Beach, Inc.
10.3 Registration Rights Agreement dated as of August 8, 1997 between Grand
Prix Association of Long Beach, Inc. and Penske Motorsports, Inc.
10.4 Right of First Refusal Agreement dated as of August 8, 1997, among
Midwest Facility Investments, Inc., Penske Motorsports, Inc. and each of
the individuals listed on Schedule 1 (collectively the Shareholders).
15.1 Letter RE: unaudited interim financial information.
27 Financial Data Schedules
(b) Reports on Form 8-K
A report on Form 8-K was filed on May 27, 1997 reporting the acquisition of
1,461,178 common shares of North Carolina Motor Speedway, Inc. (NCMS) in
exchange for 906,542 shares of the Company's common stock. This acquisition
increased the Company's ownership of NCMS to approximately 70% and is accounted
for by the equity method.
16
17
Penske Motorsports, Inc. Form 10-Q (continued)
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: August 14, 1997 By: /s/ James H. Harris
-----------------------------------
Its: Senior Vice President and Treasurer
(Principal Financial Officer)
17
18
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.1 Purchase Agreement dated July 23, 1997, among Homestead-Miami Speedway,
LLC, International Speedway Corporation, Penske Motorsports, Inc.,
Homestead Motorsports Joint Venture, Miami Motorsports Joint Venture,
Rafael A. Sanchez and Wayne Huizenga.
10.2 Stock Purchase Agreement dated as of August 8, 1997 between Penske
Motorsports, Inc. and Grand Prix Association of Long Beach, Inc.
10.3 Registration Rights Agreement dated as of August 8, 1997 between Grand
Prix Association of Long Beach, Inc. and Penske Motorsports, Inc.
10.4 Right of First Refusal Agreement dated as of August 8, 1997, among
Midwest Facility Investments, Inc., Penske Motorsports, Inc. and each of
the individuals listed on Schedule 1 (collectively the Shareholders).
15.1 Letter Re: unaudited interim financial information.
27 Financial Data Schedule