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EXHIBIT 99.2
PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL DATA
The following unaudited pro forma financial data ("the Unaudited Pro Forma
Financial Data") as of June 30, 1997, for the six months ended June 30, 1997 and
for the year ended December 31, 1996 have been derived by the application of pro
forma adjustments to the financial statements of PMI incorporated by reference
in this Prospectus and the applicable financial statements of NCMS. The
unaudited consolidated financial statements of PMI include NCMS as of June 30,
1997 and for the period from June 1, 1997 (the effective date of approximately
69.9% control of NCMS) to June 30, 1997. The pro forma statements of income for
the year ended December 31, 1996 and for the six months ended June 30, 1997
account for NCMS as if it was a wholly-owned subsidiary as of January 1, 1996
and January 1, 1997, respectively. The pro forma balance sheet gives effect to
the acquisition of the minority interest of NCMS as if such acquisition had
occurred on June 30, 1997. The adjustments are described in the accompanying
notes. The pro forma financial data assumes that the minority shares of NCMS are
acquired using PMI common shares. See Notes C and E of the Notes to Pro Forma
Financial Statements for the impact on pro forma net income and pro forma net
income per share assuming that 50% and 100% of the NCMS shareholders elect to
receive cash. The Unaudited Pro Forma Financial Data do not purport to represent
what the Company's results of operations actually would have been if the
acquisition had been consummated on the date or for the periods indicated, or
what such results will be for any future date or for any future period. The
Unaudited Pro Forma Financial Data should be read in conjunction with 1) the
"PMI Selected Financial Data", "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements set
forth in PMI's Annual Report on Form 10-K for the year ended December 31, 1996
and Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 which are
incorporated herein by reference and 2) "NCMS Selected Financial Data",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of NCMS" and the financial statements included elsewhere in this
Prospectus.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1997
NCMS
JANUARY 1 - PRO FORMA COMBINED
PMI MAY 31, 1997 ADJUSTMENTS PRO FORMA
--- ------------ ----------- ---------
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
REVENUES:
Speedway admissions......................... $19,696 $2,668 $22,364
Other speedway revenues..................... 15,750 2,150 17,900
Merchandise, tires and accessories.......... 16,225 16,225
---------- --------- ----------
Total Revenues.............................. 51,671 4,818 56,489
EXPENSES:
Operating expenses.......................... 16,314 3,077 19,391
Cost of sales............................... 9,402 9,402
Depreciation and amortization............... 2,313 185 $ 486 A 2,984
Selling, general and administrative......... 8,309 343 8,652
---------- --------- ----- ----------
Total Expenses.............................. 36,338 3,605 486 40,429
Operating Income.............................. 15,333 1,213 (486) 16,060
Interest Income (Expense), net................ 77 (136) (59)
---------- --------- ----- ----------
Income Before Income Taxes.................... 15,410 1,077 (486) 16,001
Income Taxes.................................. 6,018 466 6,484
Minority Interest............................. (26) 26 B
---------- --------- ----- ----------
Net Income.................................... $ 9,418 $ 611 $(512) $ 9,517 C
========== ========= ===== ==========
Net Income Per Share.......................... $.70 $.27 $. 65 C
========== ========= ==========
Weighted Average Number of Shares
Outstanding................................. 13,457,164 2,236,705 14,561,340 C
========== ========= ==========
See accompanying notes to unaudited pro forma financial statements.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1996
PRO FORMA COMBINED
PMI NCMS ADJUSTMENTS PRO FORMA
--- ---- ----------- ---------
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
REVENUES:
Speedway admissions........................ $20,248 $5,205 $25,453
Other speedway revenues.................... 13,041 4,365 17,406
Merchandise, tires and accessories......... 21,886 21,886
---------- --------- ----------
Total Revenues............................. 55,175 9,570 64,745
EXPENSES:
Operating expenses......................... 18,067 6,097 24,164
Cost of sales.............................. 12,834 12,834
Depreciation and amortization.............. 3,167 285 $ 1,068 D 4,520
Selling, general and administrative........ 6,185 742 6,927
---------- --------- ------- ----------
Total Expenses............................. 40,253 7,124 1,068 48,445
Operating Income............................. 14,922 2,446 (1,068) 16,300
Interest Income (Expense), net............... 1,950 (97) 1,853
---------- --------- ------- ----------
Income Before Income Taxes................... 16,872 2,349 (1,068) 18,153
Income Taxes................................. 5,992 940 6,932
---------- --------- ------- ----------
Net Income................................... $10,880 $1,409 $(1,068) $11,221 E
========== ========= ======= ==========
Net Income Per Share......................... $.90 $.63 $.83 E
========== ========= ==========
Weighted Average Number of Shares
Outstanding................................ 12,128,920 2,236,705 13,448,462 E
========== ========= ==========
See accompanying notes to unaudited pro forma financial statements.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 1997
PRO FORMA
PMI ADJUSTMENTS TOTAL
--- ----------- -----
($ IN THOUSANDS)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................ $ 6,973 $ 6,973
Receivables.......................................... 12,135 12,135
Inventories.......................................... 4,432 4,432
Prepaid.............................................. 1,254 1,254
-------- --------
Total Current Assets............................ 24,794 24,794
Property and Equipment, net............................ 209,771 209,771
Goodwill, net.......................................... 30,099 $11,400 F 41,499
Other Assets........................................... 2,146 2,146
-------- ------- --------
Total.................................................. $266,810 $11,400 $278,210
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LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.................... $ 13,620 $ 13,620
Accounts payable..................................... 18,026 18,026
Accrued expenses..................................... 10,661 10,661
Deferred revenues, net............................... 25,189 25,189
-------- --------
Total Current Liabilities....................... 67,496 67,496
Long-Term Debt, less current portion................... 5,287 5,287
Deferred Taxes......................................... 9,910 9,910
Minority Interest...................................... 2,101 $(2,101)G --
Commitments and Contingencies
SHAREHOLDERS' EQUITY:
Common stock......................................... 141 4 H 145
Additional paid-in capital........................... 157,721 13,497 I 171,218
Retained earnings.................................... 24,154 24,154
-------- ------- --------
Total Shareholders' Equity...................... 182,016 13,501 195,517
-------- ------- --------
Total.................................................. $266,810 $11,400 $278,210
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See accompanying notes to unaudited pro forma financial statements.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
JUNE 30, 1997 PRO FORMA INCOME STATEMENT
A. To record: 1) amortization expense of $243,000, using an amortization
period of 40 years, for the period from January 1 to May 31 on $23.3 million,
which represents the excess purchase price of the majority interest in NCMS over
the fair value of the net assets acquired; 2) amortization expense of $143,000,
using an amortization period of 40 years, for the period from January 1 to June
30, 1997 on $11.4 million, which represents the excess purchase price of the
minority interest over the fair value of the net assets acquired; and 3)
additional depreciation expense of $100,000 on the increased valuation of the
NCMS fixed assets as a result of purchase accounting adjustments.
B. To reverse the minority interest expense recorded in the PMI
consolidated statement of income for the six months ended June 30, 1997,
reflecting the ownership by PMI of all of the NCMS Stock.
C. The unaudited pro forma statement of income reflects the acquisition of
the minority interest of NCMS assuming that all NCMS shareholders elect to
receive PMI common shares. If 50% of the NCMS shareholders elect to receive
cash, net income would be reduced by $133,000 and there would be no impact on
net income per share for the six months ended June 30, 1997. If 100% of the NCMS
shareholders elect to receive cash, net income would decrease by $266,000 and
there would be no impact on net income per share for the six months ended June
30, 1997. The reduction in net income reflects additional interest expense, net
of tax, on the cash payment to the NCMS shareholders.
DECEMBER 31, 1996 PRO FORMA INCOME STATEMENT
D. To record: 1) amortization expense of $868,000, using an amortization
period of 40 years, for the year ended December 31, 1996 on $34.7 million, which
represents the excess purchase price over the fair value of the net assets
acquired; and 2) additional depreciation expense of $200,000 on the increased
valuation of the NCMS fixed assets as a result of purchase accounting
adjustments.
E. The unaudited pro forma statement of income reflects the acquisition of
the minority interest of NCMS assuming that all NCMS shareholders elect to
receive PMI common shares. If 50% of the NCMS shareholders elect to receive
cash, net income would be reduced by $266,000 and there would be no impact on
net income per share for the year ended December 31, 1996. If 100% of the NCMS
shareholders elect to receive cash, net income would decrease by $532,000 and
net income per share would decrease by $.01 for the year ended December 31,
1996. The reduction in net income reflects additional interest expense, net of
tax, on the cash payment to the NCMS shareholders.
JUNE 30, 1997 PRO FORMA BALANCE SHEET
F. To record the purchase of 673,227 shares at a value of $19.61 per share,
plus estimated acquisition costs. The goodwill recorded is the excess of this
amount over the fair value of the NCMS net assets acquired.
G. To eliminate the minority interest recorded on the books of PMI at June
30, 1997.
H. To reflect the issuance of 413,000 shares of PMI's common stock in
exchange for 673,227 shares of NCMS stock. The NCMS stock is valued at $19.61
per share and converted to PMI Stock using an estimated average price of PMI's
common stock of $32 per share.
I. To record the increase in additional paid-in capital resulting from the
purchase of the minority shares of NCMS.