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 September 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 (IRS Employer Identification No.)
incorporation or organization)
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 NOVEMBER 1, 1997
This report contains __ pages.
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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 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 16
Signature 17
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3
PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
ASSETS 1997 1996
------ ------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,864 $ 27,862
Receivables 7,198 2,365
Inventories 3,360 2,060
Prepaid expenses 1,251 1,272
------------ ------------
TOTAL CURRENT ASSETS 15,673 33,559
PROPERTY AND EQUIPMENT, net 221,316 140,402
GOODWILL, net 30,126 6,918
OTHER ASSETS 17,096 3,118
------------ ------------
TOTAL $ 284,211 $ 183,997
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,710 $ 1,738
Accounts payable 8,630 8,223
Accrued expenses 12,594 1,715
Deferred revenues, net 9,605 14,125
------------ -----------
TOTAL CURRENT LIABILITIES 32,539 25,801
LONG-TERM DEBT, less current portion 48,029 3,825
MINORITY INTEREST 2,020
DEFERRED REVENUES, net 922
DEFERRED TAXES 9,885 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 32,954 14,736
------------ -----------
TOTAL STOCKHOLDERS' EQUITY 190,816 145,402
------------ -----------
TOTAL $ 284,211 $ 183,997
============ ===========
See accompanying notes to unaudited consolidated financial statements.
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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,
1997 1996 1997 1996
------------ ------------- ------------ -----------
REVENUES:
Speedway admissions $ 20,343 $ 10,468 $ 40,039 $ 20,248
Other speedway revenues 13,381 5,295 29,131 12,989
Merchandise, tires and accessories 10,250 8,199 26,475 18,981
------------ ------------ ------------ -----------
TOTAL REVENUES 43,974 23,962 95,645 52,218
------------ ------------ ------------ -----------
EXPENSES:
Operating 14,715 7,032 31,029 16,002
Cost of sales 6,009 4,755 15,411 11,270
Depreciation and amortization 2,840 823 5,153 2,296
Selling, general and administrative 5,115 2,031 13,398 5,144
------------ ------------ ------------ -----------
OPERATING EXPENSES 28,679 14,641 64,991 34,712
------------ ------------ ------------ -----------
OPERATING INCOME 15,295 9,321 30,654 17,506
EQUITY IN LOSS OF AFFILIATES (727) (727)
INTEREST INCOME (EXPENSE), net (766) 703 (689) 1,582
------------ ------------ ------------ -----------
INCOME BEFORE INCOME TAXES 13,802 10,024 29,238 19,088
INCOME TAXES 4,957 3,525 10,975 6,862
------------ ------------ ------------ -----------
NET INCOME $ 8,845 $ 6,499 $ 18,263 $ 12,226
============ ============ ============ ===========
NET INCOME PER SHARE $ .63 $ .50 $ 1.33
============ ============ ============
PRO FORMA NET INCOME PER SHARE (See Note 2)
$ 1.03
===========
WEIGHTED AVERAGE NUMBER OF SHARES
14,148,340 12,987,500 13,690,088
============ ============ ===========
PRO FORMA WEIGHTED AVERAGE
NUMBER OF SHARES (See Note 2)
11,822,076
===========
See accompanying notes to unaudited consolidated financial statements.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
-------------------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 18,263 $ 12,226
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,153 2,296
Equity in loss of affiliates 727
Changes in assets and liabilities which provided (used) cash:
Receivables (4,521) (469)
Inventories, prepaid expenses and other assets (2,851) (1,508)
Accounts payable and accrued liabilities 10,101 10,248
Deferred revenue (6,752) (8,589)
-------- --------
Net cash provided by operating activities 20,120 14,204
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net (68,118) (42,468)
Acquisition of Competition Tire South, Inc. (758)
Competition Tire West, Inc. transaction (3,176)
Acquisition of equity interest in affiliates (16,024) (612)
-------- --------
Net cash used in investing activities (84,142) (47,014)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock 82,758
Proceeds from issuance of debt 42,299 13,866
Repayment of debt (2,275) (12,245)
Advances to affiliates (1,254)
-------- --------
Net cash provided by financing activities 40,024 83,125
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (23,998) 50,315
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 27,862 4,805
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,864 $ 55,120
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 1,444 $ 93
Cash paid during the period for taxes 4,580 5,025
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.
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). The
Company also owns 40% of Homestead-Miami Speedway, LLC and 7% of the Grand Prix
Association of Long Beach, Inc. 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, 1997 and December 31,
1996, and the results of operations and cash flows of the Company for the three
months and nine months ended September 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 nine months ended September 30, 1997 and
1996 are not indicative of the results to be expected for the year.
NOTE 2 - EARNINGS PER SHARE. The pro forma net income per share for the nine
months ended September 30, 1996 reflects the weighted average number of shares
outstanding of 11,822,076, which includes 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):
September 30, December 31,
1997 1996
------------- ------------
Land and land improvements $ 107,879 $ 85,469
Buildings and improvements 116,744 63,685
Equipment 17,011 6,929
------------- ------------
241,634 156,083
Less accumulated depreciation 20,318 15,681
------------- ------------
$ 221,316 $ 140,402
============= ============
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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 $23.5 million of
goodwill, which is being 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, will
be submitted to the NCMS shareholders at a meeting to be held in the 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.
In November, 1997, Mr. Smith's motion for a preliminary injunction was denied
and his lawsuit was dismissed. 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.
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.
These transactions have been accounted for under the equity method of
accounting.
NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS. The Financial Accounting Standards Board
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.
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.
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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, 1997 and
the related condensed consolidated statements of income for the three month and
nine month periods ended September 30, 1997 and 1996 and of cash flows for the
nine month periods ended September 30, 1997 and 1996 included in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 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 September 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
October 30, 1997
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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 has a 70% interest in North Carolina Motor
Speedway, Inc. (NCMS), which operates a speedway in Rockingham, North Carolina.
The Company also owns a 40% interest in Homestead-Miami Speedway, LLC (HMS) and
a 7% interest in Grand Prix Association of Long Beach, Inc. (GPLB). 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 September 30, 1997 were $44.0 million, or
83.5% higher than revenues of $24.0 million for the three months ended September
30, 1996. The Company recorded net income of $8.8 million, or $.63 per share,
for the three months ended September 30, 1997, compared to net income of $6.5
million, or $.50 per share, in 1996, an increase of 36.1%. The increase in
revenues and net income in 1997 is due primarily to increased speedway
admissions and other speedway revenues resulting from the opening of California
Speedway in 1997. Merchandise, tires and accessories revenues also contributed
to higher revenues, as sales increased $2.1 million in the third quarter of 1997
as compared to 1996.
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For the nine months ended September 30, 1997, revenues were $95.6 million, an
increase of 83.2% over revenues of $52.2 million for the nine months ended
September 30, 1996. Net income for the nine months increased 49.4%, from $12.2
million, or $1.03 per share, in 1996 to $18.3 million, or $1.33 per share, in
1997. These increases are due primarily to the opening of California Speedway in
1997 and additional seating at its other race facilities.
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 $23.5 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, will be
submitted to the NCMS shareholders at a meeting to be held in the fourth quarter
of 1997.
In July 1997, the Company acquired a 40% interest in HMS, the operators of the
45,000 seat Metro-Dade Homestead Motorsports Complex (Homestead). 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 has been recorded as an equity investment in the
financial statements of the Company.
In August 1997, the Company acquired a 7% interest in GPLB for $3.9 million.
GPLB promotes the Grand Prix of Long Beach in Long Beach, California and owns
and operates Gateway International Raceway in Madison, Illinois and Memphis
Motorsports Park in Millington, Tennessee. The transaction has been recorded as
an equity investment in the financial statements of the Company.
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,
1997 1996 1997 1996
----- ------- -----------------
REVENUES:
Speedway admissions 46.3% 43.7% 41.9% 38.8%
Other speedway revenues 30.4 22.1 30.4 24.9
Merchandise, tires and accessories 23.3 34.2 27.7 36.3
----- ------- ----- ------
TOTAL REVENUES 100.0 100.0 100.0 100.0
----- ------- ----- ------
EXPENSES:
Operating 33.5 29.3 32.5 30.6
Cost of sales 13.7 19.8 16.1 21.6
Depreciation and amortization 6.4 3.5 5.4 4.4
Selling, general and administrative 11.6 8.5 14.0 9.9
----- ------- ----- ------
TOTAL EXPENSES 65.2 61.1 68.0 66.5
----- ------- ----- ------
OPERATING INCOME 34.8% 38.9% 32.0% 33.5%
===== ======= ===== ======
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SEASONALITY AND QUARTERLY RESULTS
Prior to 1997, the Company's weekend race events have been 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 promoted events at California Speedway in June,
September and October and at North Carolina Motor Speedway in October.
Additionally, Homestead promoted an event in November. Due to the seasonal
nature of the Company's business, the results of operations for the three months
and nine months ended September 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 THIRD FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
----- ------ ----- ----- ------ ----- ------ ----- ------ ----- ------
REVENUES $5,375 $46,296 $43,974 $3,642 $24,614 $23,962 $2,957 $2,862 $17,310 $19,197 $2,636
NET
INCOME
(LOSS) (1,511) 10,929 8,845 (990) 6,717 6,499 (1,346) (1,157) 4,237 4,812 (1,118)
EVENT
WEEKENDS - 5 3 - 4 2 - - 3 2 -
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996.
Revenues - Revenues for the three months ended September 30, 1997 were $44.0
million, an increase of $20.0 million, or 83.5% compared to the same period in
1996 due to increases in all categories of revenues. Speedway admissions
increased $9.8 million, from $10.5 million in 1996 to $20.3 million in 1997 due
to increased attendance from the addition of the 72,000-seat California Speedway
and additional seats at Michigan Speedway (8,500). Other speedway revenues
increased $8.1 million, from $5.3 million in 1996 to $13.4 million in 1997, due
primarily to the opening of California Speedway. Sales of merchandise, tires and
accessories were $10.3 million for the quarter ended September 30, 1997,
compared to $8.2 million for the comparable period in 1996, an increase of
25.0%. This increase resulted primarily from strong demand for California
Speedway inaugural merchandise.
Operating Expenses - Operating expenses of $14.7 million, or 33.5% of revenues,
for the three months ended September 30, 1997 increased $7.7 million from $7.0
million, or 29.3% of revenues, for the three months ended September 30, 1996 due
primarily to the addition of operating expenses at California Speedway.
Cost of Sales - Cost of sales for the three months ended September 30, 1997 was
$6.0 million, or 58.6% of merchandise, tires and accessories revenues, compared
to $4.8 million, or 58.0% of those same revenues for the corresponding period of
1996.
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Depreciation and Amortization - Depreciation and amortization expense of $2.8
million for the three months ended September 30, 1997 increased $2.0 million
compared to the same period in 1996 due to depreciation at the newly-constructed
California Speedway, as well as additional depreciation at Michigan and Nazareth
Speedways, which each added new grandstands for the 1997 racing season, and
depreciation and goodwill amortization related to NCMS, which was purchased in
May, 1997.
Selling, General and Administrative - Selling, general and administrative
expenses of $5.1 million for the three months ended September 30, 1997 increased
$3.1 million from the same period in 1996. This increase is due mainly to
promotional costs associated with the inaugural season at California Speedway.
Interest - The Company recorded net interest expense for the three months ended
September 30, 1997 of $766,000, compared to net interest income of $703,000 in
1996. The interest income in 1996 resulted from temporarily investing the
proceeds of the Company's March 1996 initial public offering. The Company
utilized all of the proceeds of the initial public offering in 1997 and has
borrowed to fund the completion of California Speedway and investments in HMS
and GPLB.
Income Tax Expense - The effective tax rate for the three months ended September
30, 1997 is 35.9%, compared to 35.2% in 1996, due primarily to the addition of
revenues in California, which has a higher state tax.
Net Income - Net income for the three months ended September 30, 1997 was $8.8
million, an increase of $2.3 million, or 36.1%, over net income of $6.5 million
for the three months ended September 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 California Speedway, which held one event in the
third quarter, and additional seating at Michigan Speedway. These increases are
partially offset by increased expenses associated with California Speedway, the
loss related to the equity investments in HMS and GPLB and higher interest
expense.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996.
Revenues - Revenues for the nine months ended September 30, 1997 were $95.6
million, an increase of $43.4 million, or 83.2% compared to the same period in
1996 due to increases in all categories of revenues. Speedway admissions
increased $19.8 million, from $20.2 million in 1996 to $40.0 million in 1997
from the promotion of two additional events at California Speedway and
additional seats at Michigan Speedway (8,500) and Nazareth Speedway (11,000).
Other speedway revenues increased $16.1 million, from $13.0 million in 1996 to
$29.1 million in 1997, due primarily to the additional events at California
Speedway. Sales of merchandise, tires and accessories were $26.5 million for the
nine months ended September 30, 1997, compared to $19.0 million for the
comparable period in 1996, an increase of 39.5%. This increase resulted from
strong demand for California Speedway inaugural merchandise.
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Operating Expenses - Operating expenses increased from $16.0 million, or 30.6%
of revenues, for the nine months ended September 30, 1996 to $31.0 million, or
32.5% of revenues, in 1997, an increase of $15.0 million, due primarily to
operating costs at California Speedway, which had minimal expenses in 1996, and
from the addition of CTS, which was acquired in March 1996, to the consolidated
financial statements for all of 1997.
Cost of Sales - Cost of sales for the nine months ended September 30, 1997 was
$15.4 million, or 58.2% of merchandise, tires and accessories revenues, compared
to $11.3 million, or 59.4% of those same revenues for the corresponding period
of 1996.
Depreciation and Amortization - Depreciation and amortization expense of $5.2
million for the nine months ended September 30, 1997 increased $2.9 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 added new grandstands for the 1997 racing season, and
depreciation and goodwill amortization at NCMS.
Selling, General and Administrative - Selling, general and administrative
expenses of $13.4 million for the nine months ended September 30, 1997 increased
$8.3 million from the same period in 1996. This increase is due mainly to
promotional costs associated with the opening of the California Speedway in June
1997.
Interest - Net interest expense for the nine months ended September 30, 1997 was
$689,000, compared to net interest income of $1.6 million in 1996. The Company
invested the proceeds of its March 1996 initial public offering temporarily
while California Speedway was being constructed. As of September 30, 1997, these
funds had been utilized completely and the Company has borrowed to fund the
remaining construction costs at California Speedway and the investments in HMS
and GPLB.
Income Tax Expense - The effective tax rate for the nine months ended September
30, 1997 is 37.5%, compared to 35.9% 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 nine months ended September 30, 1997 was $18.3
million, an increase of $6.1 million, or 49.4%, over net income of $12.2 million
for the nine months ended September 30, 1996. The increase in net income for
1997 reflects the opening of California Speedway, as well as expansion and
improvements to the Company's other speedways, net of higher costs associated
with California Speedway and lower interest income, as the Company's cash
reserves have been utilized to fund completion of California Speedway and the
investments in HMS and GPLB.
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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 third quarter of 1997, the Company consolidated and increased its
unsecured lines of credit into one line of credit with a borrowing cap of $100
million. As of September 30, 1997, the Company had drawn $42.5 million on this
line of credit to fund completion of California Speedway and the investments in
HMS and GPLB.
The Company believes it has sufficient resources from existing cash balances and
from operating activities and, if necessary, from borrowing under its line of
credit to satisfy ongoing cash requirements for the next twelve months.
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 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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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is hereby made to "ITEM 2. LEGAL PROCEEDINGS" in the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June
30, 1997 for a description of legal proceedings reported for the Company's
quarters ended March 31, 1997 and June 30, 1997. The companion lawsuits
referenced in such section of these reports do not state the amount of damages
being sought by the claimants.
On August 5, 1997, O. Bruton Smith, a shareholder of NCMS and the majority
shareholder of Speedway Motorsports, Inc. ("SMI"), filed a lawsuit in North
Carolina Superior Court, Mecklenburg County, against NCMS, the Company, Penske
Acquisition Corp. ("Merger Sub"), PSH Corp., a shareholder of the Company, and
Walter P. Czarnecki, Richard J. Peters, Robert H. Kurnick, Jr., Carrie B.
DeWitt, Nancy DeWitt Daugherty and Jo DeWitt Wilson, each a director of NCMS,
seeking to enjoin the consummation of a proposed merger ("Merger") of NCMS and
Merger Sub. NCMS, the Company and the other defendants in the lawsuit filed a
motion to dismiss Mr. Smith's lawsuit, and Mr. Smith filed a motion to obtain a
preliminary injunction to prohibit the Merger. The court approved a motion for
expedited discovery and set a hearing for November 5, 1997 to consider the
defendants' motion to dismiss and Mr. Smith's motion for a preliminary
injunction. Mr. Smith also filed a motion to add other shareholders of NCMS as
additional plaintiffs. At the November 5 hearing, the court denied Mr. Smith's
motion for a preliminary injunction, and dismissed his lawsuit. In his lawsuit,
Mr. Smith alleged that Ms. Carrie B. DeWitt, as a majority shareholder, owed a
duty to the minority shareholders of NCMS to sell her shares of NCMS stock in a
transaction that would result in the minority shareholders receiving the
"highest price" for their shares and that she breached this duty by selling her
shares to the Company. In addition, Mr. Smith alleged that the defendant
directors breached their fiduciary duties to NCMS and its shareholders by
approving the proposed Merger. Finally, Mr. Smith alleged that the Company's
negotiation and purchase of Ms. DeWitt's NCMS stock and the negotiation and
execution of the Merger Agreement constituted an unfair and deceptive trade
practice under North Carolina law. Mr. Smith may choose to appeal the court's
decision. Whether Mr. Smith will choose to do so and, if he does so, whether the
court's decision will be overturned cannot be predicted at this time.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number and Description
(a)
10.1 Credit Agreement dated as of September 30, 1997 among
Penske Motorsports, Inc. and certain of its U.S. Subsidiaries,
as Borrowers, and each of the financial institutions
initially a signatory thereto, as Lenders, and First Union
National Bank, as Agent, and NationsBank, N.A., as Co-Agent.
15.1 Letter RE: unaudited interim financial information.
27.1 Financial Data Schedule
27.2 Financial Data Schedule
(b) Reports on Form 8-K
The Company was not required to file a report on Form 8-K during the
quarter ended September 30, 1997.
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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 12, 1997 By: /s/ James H. Harris
--------------------
Its: Senior Vice President and Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.1 Credit Agreement dated as of September 30, 1997 among Penske
Motorsports, Inc. and certain of its U.S. Subsidiaries, as Borrowers,
and each of the financial institutions initially a signatory thereto,
as Lenders, and First Union National Bank, as Agent, and NationsBank,
N.A., as Co-Agent.
15.1 Letter RE: unaudited interim financial information.
27.1 Financial Data Schedule
27.2 Financial Data Schedule