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, 1998.
( ) 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.
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(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
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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 14,208,898 SHARES
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CLASS OUTSTANDING AT AUGUST 12, 1998
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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 Statements of Cash Flows 5
Notes to Unaudited Consolidated Financial Statements 6
Independent Accountants' Report 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 8
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION. 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 16
Signature 17
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
1998 1997
-------- -----------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,294 $ 249
Receivables 10,598 4,787
Inventories 2,579 2,433
Prepaid expenses and other assets 2,293 2,082
-------- --------
TOTAL CURRENT ASSETS 16,764 9,551
PROPERTY AND EQUIPMENT, net 236,220 224,666
INVESTMENTS 13,652 15,366
GOODWILL, net 39,920 40,112
OTHER ASSETS 1,834 2,077
-------- --------
TOTAL $308,390 $291,772
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 609 $ 1,017
Accounts payable 10,419 3,868
Accrued expenses 5,428 2,343
Other payables 9,956
Deferred revenues, net 26,408 22,529
-------- --------
TOTAL CURRENT LIABILITIES 42,864 39,713
LONG-TERM DEBT, less current portion 47,504 47,278
DEFERRED REVENUES, net 738 738
DEFERRED TAXES 17,346 13,349
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $ .01 share:
Authorized 50,000,000 shares
Issued and outstanding 14,208,898 shares 142 142
Additional paid-in-capital 159,371 159,371
Retained earnings 40,425 31,181
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TOTAL STOCKHOLDERS' EQUITY 199,938 190,694
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TOTAL $308,390 $291,772
======== ========
See accompanying notes to unaudited consolidated financial statements.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for share and per share data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
------------ ------------ ------------ ------------
REVENUES:
Speedway admissions $ 20,972 $ 19,696 $ 24,210 $ 19,696
Other speedway revenues 17,384 15,699 20,337 15,750
Merchandise, tires and accessories 7,731 10,901 11,677 16,225
------------ ------------ ------------ ------------
TOTAL REVENUES 46,087 46,296 56,224 51,671
------------ ------------ ------------ ------------
EXPENSES:
Operating 15,052 14,028 21,242 16,314
Cost of sales 4,659 6,226 7,121 9,402
Depreciation and amortization 2,727 1,524 5,402 2,313
Selling, general and administrative 4,043 6,553 6,295 8,283
------------ ------------ ------------ ------------
TOTAL EXPENSES 26,481 28,331 40,060 36,312
------------ ------------ ------------ ------------
OPERATING INCOME 19,606 17,965 16,164 15,359
EQUITY IN LOSS OF AFFILIATES (922) (410)
GAIN ON SALE OF INVESTMENT 1,108
INTEREST INCOME (EXPENSE), net (809) (48) (1,668) 77
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 17,875 17,917 15,194 15,436
INCOME TAXES 6,983 6,988 5,950 6,018
------------ ------------ ------------ ------------
NET INCOME $ 10,892 $ 10,929 $ 9,244 $ 9,418
============ ============ ============ ============
BASIC NET INCOME PER SHARE $ .77 $ .80 $ .65 $ .70
============ ============ ============ ============
DILUTED NET INCOME PER SHARE $ .77 $ .80 $ .65 $ .70
============ ============ ============ ============
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 14,208,898 13,670,164 14,208,898 13,457,164
============ ============ ============ ============
DILUTED WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 14,235,332 13,683,634 14,230,985 13,462,293
============ ============ ============ ============
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)
SIX MONTHS ENDED JUNE 30,
--------------------------
1998 1997
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,244 $ 9,418
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,402 2,313
Equity in loss of affiliates 410
Gain on sale of investment (1,108)
Changes in assets and liabilities which provided (used) cash:
Receivables (5,811) (9,458)
Inventories, prepaid expenses and other assets (766) (4,059)
Accounts payable and accrued liabilities (320) 17,715
Deferred taxes 4,310 (44)
Deferred revenues 3,879 7,954
-------- --------
Net cash provided by operating activities 15,240 23,839
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net (16,433) (53,920)
Proceeds from sale of investment 5,270
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Net cash used in investing activities (11,163) (53,920)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 11,467
Repayment of debt (3,032) (2,275)
-------- --------
Net cash provided by (used in) financing activities (3,032) 9,192
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,045 (20,889)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 249 27,862
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,294 $ 6,973
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 1,806 $ 453
Cash paid during the period for taxes, net $ (1,792) $ 219
See accompanying notes to unaudited consolidated financial statements.
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PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - FINANCIAL STATEMENTS. The consolidated financial statements include the
accounts of Penske Motorsports, Inc. (the "Company") and its wholly-owned
subsidiaries, Michigan International Speedway, Inc., Pennsylvania International
Raceway, Inc., California Speedway Corporation, North Carolina Speedway, Inc.,
Motorsports International Corp., Competition Tire West, Inc. and Competition
Tire South, Inc. The Company also owns 45% of the ownership interests of
Homestead-Miami Speedway, LLC ("HMS"), which is recorded using the equity method
of accounting. All material intercompany balances and transactions have been
eliminated.
The 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, 1998 and December 31, 1997, and the results of operations
and cash flows of the Company for the three months and six months ended June 30,
1998 and 1997. 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, 1998 and 1997 are
not indicative of the results to be expected for the year. Certain
reclassifications have been made to prior period financial statements to conform
with the 1998 presentation.
NOTE 2 - PROPERTY AND EQUIPMENT, NET. Property and equipment consists of the
following :
June 30, December 31,
1998 1997
-------- ------------
(In thousands)
Land and land improvements $ 96,056 $ 95,758
Buildings and improvements 143,483 129,031
Equipment 23,084 21,846
-------- --------
262,623 246,635
Less accumulated depreciation 26,403 21,969
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$236,220 $224,666
======== ========
NOTE 3 - EQUITY INVESTMENTS. In March 1998, the Company acquired an additional
5% equity interest in HMS, increasing the Company's ownership to 45%, for $2.85
million in exchange for a note payable on December 31, 2001, with interest
payable at 7.5%.
In March 1998, the Company sold its equity interest in Grand Prix Association of
Long Beach, Inc. for $5.3 million. The Company acquired this investment during a
series of transactions in 1997 with a total cost of $4.2 million.
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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 June 30, 1998 and the
related condensed consolidated statements of income and of cash flows for the
three and six month periods ended June 30, 1998 and 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,
1997, and the related consolidated statements of income, changes in
stockholders' equity and of cash flows, for the year then ended (not presented
herein); and in our report dated January 30, 1998, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
at December 31, 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
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Detroit, Michigan
July 30, 1998
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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 subsidiaries, Michigan Speedway in Brooklyn, Michigan, Nazareth
Speedway in Nazareth, Pennsylvania, California Speedway in Fontana, California
and North Carolina Speedway in Rockingham, North Carolina. In addition, the
Company owns 45% of the ownership interests of Homestead-Miami Speedway, LLC
("HMS"), which operates the Miami-Dade Homestead Motorsports Complex in
Homestead, Florida. The Company also 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 wholly-owned
speedways. Other speedway revenues includes revenues from concession sales,
corporate hospitality and sponsorship, broadcast rights, billboard and program
advertising and other promotional activities. Speedway admissions and other
speedway revenues are generally collected in advance and recorded as deferred
revenues 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 consist 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, 1998 were $46.1 million, compared
to revenues of $46.3 million for the three months ended June 30, 1997. The
Company recorded net income of $10.9 million, or $.77 per share, for the three
months ended June 30, 1998, compared to net income of $10.9 million, or $.80 per
share, in 1997. Revenues decreased due to a scheduling change, which resulted in
an event at Nazareth Speedway being held in the third quarter in 1998 as
compared to the second quarter in 1997, and a decrease of $3.2 million in
merchandise, tires and accessories revenues, primarily reflecting the December
1997 sale of the licensing rights for Rusty Wallace merchandise. These decreases
are offset by increases in speedway admissions at Michigan and California
Speedways from additional seating and increases in other speedway revenues at
all tracks. Net income for the three months ended June 30, 1998 of $10.9 million
is comparable to 1997 and reflects an increase in operating income of $1.6
million, net of increased interest expense of $.8 million and the equity in
losses of an affiliate of $.9 million.
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Revenues for the six months ended June 30, 1998 were $56.2 million, an increase
of $4.5 million, or 8.7%, over 1997 revenues of $51.7 million. This increase
resulted from the addition of North Carolina Speedway, which was acquired in May
1997, and increased speedway admissions and other speedway revenues at Michigan
and California Speedways. These increases were offset by lower revenues at
Nazareth Speedway due to the scheduling change and decreased sales of
merchandise, tires and accessories due to the sale of the licensing rights for
Rusty Wallace merchandise. Net income for the six months ended June 30, 1998 was
$9.2 million, or $.65 per share, compared to $9.4 million, or $.70 per share, in
1997. Net income in 1998 was impacted by an increase in operating income of $.8
million, from $15.4 million for the six months ended June 30, 1997 to $16.2
million in 1998. The Company also recorded a gain on the sale of its investment
in Grand Prix Association of Long Beach, Inc. ("GPLB"). These increases in
income were offset by the equity in losses of affiliates of $.4 million and net
interest expense of $1.7 million in 1998, as compared to net interest income of
$.1 million in 1997.
In March 1998, the Company acquired an additional 5% equity interest in HMS for
$2.85 million, in exchange for a note payable on December 31, 2001, with
interest payable at 7.5%. The acquisition increased the Company's ownership of
HMS to 45%.
Also in March 1998, the Company sold its interest in GPLB for $5.3 million. The
Company acquired this investment through a series of transactions in 1997 with a
total cost of $4.2 million.
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,
1998 1997 1998 1997
------ ------ ------- -------
REVENUES:
Speedway admissions 45.5% 42.6% 43.0% 38.1%
Other speedway revenues 37.7 33.9 36.2 30.5
Merchandise, tires and accessories 16.8 23.5 20.8 31.4
----- ----- ----- -----
TOTAL REVENUES 100.0 100.0 100.0 100.0
----- ----- ----- -----
EXPENSES:
Operating 32.7 30.3 37.8 31.6
Cost of sales 10.1 13.4 12.7 18.2
Depreciation and amortization 5.9 3.3 9.6 4.5
Selling, general and administrative 8.8 14.2 11.2 16.0
----- ----- ----- -----
TOTAL EXPENSES 57.5 61.2 71.3 70.3
----- ----- ----- -----
OPERATING INCOME 42.5% 38.8% 28.7% 29.7%
===== ===== ===== =====
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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 events held in April through
August, the Company hosted events in June, September and October at California
Speedway and in October at North Carolina Speedway. The 1998 racing schedule
includes events at California Speedway in May, July and November and at North
Carolina Speedway in February and November. The 1998 schedule also includes a
change at Nazareth Speedway whereby one event was rescheduled from June in 1997
to July in 1998. The Company expects that the addition of California Speedway
and North Carolina Speedway and the investment in HMS will lessen the impact of
seasonality on the Company's results of operations.
Set forth below is summary information with respect to the Company's operations
(in thousands):
1998 1997 1996
-------------------- ------------------------------------------ ----------------------------------------
FIRST SECOND FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
----- ------ ----- ------ ----- ------ ----- ------ ----- ------
REVENUES $10,137 $46,087 $ 5,375 $ 46,296 $43,974 $14,171 $3,642 $24,614 $23,962 $2,957
NET INCOME
(LOSS) (1,648) 10,892 (1,511) 10,929 8,845 (1,818) (990) 6,717 6,499 (1,346)
EVENT
WEEKENDS 1 4 - 5 3 2 - 4 2 -
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997.
Revenues - Revenues for the three months ended June 30, 1998 were $46.1 million
compared to $46.3 million for the same period in 1997. Speedway admissions
increased $1.3 million, from $19.7 million in 1997 to $21.0 million in 1998, due
to increased attendance at events held at Michigan and California Speedways, net
of decreased speedway admissions at Nazareth Speedway as one event was
rescheduled from a second quarter event in 1997 to a third quarter event in
1998. Attendance at Michigan and California Speedways was increased through the
addition of 5,124 seats and 15,777 seats, respectively. Other speedway revenues
increased $1.7 million, from $15.7 million in 1997 to $17.4 million in 1998, due
to increased revenues from sponsorship agreements, corporate hospitality and
broadcast rights, as well as track rentals at California Speedway. Sales of
merchandise, tires and accessories decreased from $10.9 million for the quarter
ended June 30, 1998 to $7.7 million in 1998, due primarily to the sale in
December 1997 of the licensing rights for Rusty Wallace merchandise.
Operating Expenses - Operating expenses increased from $14.0 million for the
three months ended June 30, 1997 to $15.1 million for the three months ended
June 30, 1998. The 1997 results include expenses at California Speedway only for
the month of June, which was when the track commenced operations, and expenses
at North Carolina Speedway for the period after May 19, when the Company
acquired a 70% ownership interest, while the 1998 results include operating
expenses for the entire quarter for both speedways. The Company also had
increased operating expenses at its other speedways, primarily reflecting
increased sanction fees, net of a reduction in expenses due to the schedule
change at Nazareth Speedway.
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Cost of Sales - Cost of sales for the three months ended June 30, 1998 was $4.7
million, or 60.3% of merchandise, tires and accessories revenues, compared to
$6.2 million, or 57.1% of those same revenues for the corresponding period of
1997. The decrease in cost of sales reflects the December 1997 sale of the
licensing rights for Rusty Wallace merchandise, while the increase in cost of
sales as a percentage of revenues reflects a greater percentage of sales
attributable to tires and accessories, which have a lower margin than
merchandise.
Depreciation and Amortization - Depreciation and amortization expense increased
$1.2 million, from $1.5 million for the three months ended June 30, 1997 to $2.7
million in 1998 due primarily to the inclusion of one month of depreciation and
amortization at California and North Carolina Speedways in 1997 compared to a
full quarter in 1998. The increase also reflects capital expenditures at all
speedways for additional seating and other improvements and the additional
goodwill amortization from the December 1997 acquisition of the minority
interest in North Carolina Speedway.
Selling, General and Administrative - Selling, general and administrative
expenses were $4.0 million for the three months ended June 30, 1998, a decrease
of $2.5 million from $6.5 million for the same period in 1997. This decrease
resulted primarily from reductions in promotional expenses and other grand
opening costs which were incurred at California Speedway during the 1997 season.
Operating Income - Operating income increased 9.1%, from $18.0 million for the
three months ended June 30, 1997 to $19.6 million in 1998. This increase
resulted from increased speedway admissions from additional seating, increased
other speedway revenues from increases in sponsorship fees, corporate
hospitality, broadcast revenues and track rental income and reduced selling,
general and administrative expenses at the Company's speedways, net of higher
depreciation and amortization expense from the opening of California Speedway,
the acquisition of North Carolina Speedway and capital improvements and the
impact of the sale of the licensing rights for Rusty Wallace merchandise.
Equity in Losses of Affiliates - The equity in losses of affiliates reflects
the Company's pro rata share of the operating results of HMS, which was
acquired in July 1997.
Interest - The Company recorded interest expense for the three months ended June
30, 1998 of $809,000, compared to $48,000 in 1997 due to an increase in the
average debt outstanding. Funds generated by the Company's March 1996 initial
public offering were fully utilized during the second quarter of 1997 to pay for
construction of California Speedway. The Company has borrowed on its line of
credit to fund the completion of California Speedway, capital improvements, the
investment in HMS and the acquisition of the minority interest in North Carolina
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, 1998 is 39.1%, compared to 39.0% in 1997.
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Net Income - Net income for the three months ended June 30, 1998 and 1997 was
$10.9 million. Increased operating income of $1.6 million was offset by
increased interest expense of $800,000 and the equity in losses of affiliates of
$900,000.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997.
Revenues - Revenues for the six months ended June 30, 1998 were $56.2 million,
an increase of $4.5 million, or 8.7%, compared to the same period in 1997. This
increase resulted from increases in speedway admissions of $4.5 million and
other speedway revenues of $4.5 million, net of lower sales of merchandise,
tires and accessories of $4.5 million. Speedway admissions increased as a result
of the 1997 acquisition of North Carolina Speedway and additional seating at
Michigan and California Speedways. Other speedway revenues increased $4.5
million due to the addition of North Carolina Speedway and increases in revenues
at the Company's other speedways from sponsorship agreements, corporate
hospitality and broadcast rights, as well as track rental income at California
Speedway. The increases in speedway admissions and other speedway revenues also
reflect the scheduling change at Nazareth Speedway which resulted in the shift
of one event from the second quarter of 1997 to the third quarter of 1998. Sales
of merchandise, tires and accessories decreased $4.5 million primarily as a
result of the December 1997 sale of the licensing rights for Rusty Wallace
merchandise.
Operating Expenses - Operating expenses increased $4.9 million, from $16.3
million for the six months ended June 30, 1997 to $21.2 million in 1998. The
1997 results include expenses at California Speedway only for the month of June,
which was when the track commenced operations, and expenses at North Carolina
Speedway for the period after May 19, when the Company acquired a 70% ownership
interest, while the 1998 results include operating expenses for the entire
period. The Company also had increased operating expenses at its other
speedways, primarily reflecting increased sanction fees, net of a reduction in
expenses due to the schedule change at Nazareth Speedway.
Cost of Sales - Cost of sales for the six months ended June 30, 1998 was $7.1
million, or 61.0% of merchandise, tires and accessories revenues, compared to
$9.4 million, or 57.9% of those same revenues for the corresponding period of
1997. Cost of sales decreased due to the sale of the licensing rights for Rusty
Wallace merchandise, while cost of sales as a percentage of merchandise, tires
and accessories revenues increased due to a shift in the sales mix toward a
higher concentration of sales of tires and accessories, which have a lower
margin.
Depreciation and Amortization - Depreciation and amortization expense increased
from $2.3 million for the six months ended June 30, 1997 to $5.4 million for the
six months ended June 30, 1998 due to the inclusion of California Speedway and
North Carolina Speedway for the entire period in 1998 and capital improvements
at the Company's other subsidiaries.
Selling, General and Administrative - Selling, general and administrative
expenses decreased $2.0 million, from $8.3 million for the six months ended June
30, 1997 to $6.3 million in 1998. This decrease resulted primarily from
reductions in promotional expenses and other grand opening costs which were
incurred at California Speedway during the 1997 season.
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Operating Income - Operating income for the six months ended June 30, 1998 was
$16.2 million, an increase of $.8 million over operating income of $15.4 million
during the first six months of 1997. This increase resulted from increased
speedway admissions and other speedway revenues and decreased selling, general
and administrative expenses, net of higher operating and depreciation and
amortization expenses and the impact of the sale of the licensing rights for
Rusty Wallace merchandise.
Equity in Losses of Affiliates - The equity in losses of affiliates reflects the
Company's pro rata share of the operating results of HMS and GPLB, both of
which were acquired in the third quarter of 1997.
Gain on Sale of Investment - In March 1998, the Company sold its investment in
GPLB for $5.3 million. The Company acquired this investment through a series of
transactions in 1997 with a total cost of $4.2 million.
Interest - Interest expense for the six months ended June 30, 1998 was $1.7
million, compared to net interest income of $.1 million for the six months ended
June 30, 1997. The interest income resulted from temporarily investing the
proceeds of the Company's March 1996 initial public offering. These funds were
fully utilized during the second quarter of 1997 to pay for construction at
California Speedway. The Company has borrowed on its line of credit to fund the
completion of California Speedway, capital improvements, the investment in HMS
and the acquisition of the minority interest in North Carolina 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 six months ended June 30, 1998 is 39.2%, compared to 39.0% in 1997.
Net Income - Net income for the six months ended June 30, 1998 decreased to
$9.2 million from $9.4 million in 1997. The Company had a 5.2% increase in
operating income and a $1.1 million gain on the sale of the Company's
investment in GPLB, offset by increased interest expense of $1.7 million and
the equity in losses of affiliates of $410,000.
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 used the proceeds of its
initial public offering in March 1996 to repay debt and to fund construction of
California Speedway.
The Company has a $100 million unsecured revolving line of credit that matures
in the year 2002, of which $57.1 million was available as of June 30, 1998. The
outstanding debt of $42.9 million on the line of credit resulted from
expenditures for the completion of construction at California Speedway and other
capital expenditures, for the investment in HMS and to complete the acquisition
of North Carolina Speedway. The remaining line of credit is available for
general working capital needs and other capital expenditures. The
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Company is in compliance with all covenants in the loan agreement, and
management believes the Company would continue to be in compliance with all
material financial covenants in the loan agreement if the entire amount of
available credit was outstanding.
The Company expects to make approximately $29.0 million in capital expenditures
during 1998, consisting primarily of additional seating and other facility
upgrades at its speedways, of which $16.4 million was incurred during the first
six months of 1998.
The Company is considering the development of a new speedway near Denver,
Colorado, and will continue to pursue other growth opportunities, including
acquisition and development, in other markets. Future acquisitions or
development will be funded through available credit under existing debt
facilities and, if necessary, under other financing arrangements through the
capital or financial markets, depending on market conditions. The Company
believes that it has the ability to obtain funds through these markets, however,
there can be no assurance that adequate debt or equity financing will be
available on satisfactory terms.
For the six months ended June 30, 1998, the Company generated cash flows of
$15.2 million from operating activities, compared to $23.8 million in 1997,
primarily due to changes in working capital accounts. The Company used $11.2
million in investing activities, including additions of property and equipment
of $16.4 million, less the proceeds from the sale of GPLB of $5.3 million. Cash
flows of $3.0 million were used in financing activities to repay debt.
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.
YEAR 2000
The Year 2000 problem arose because many existing computer programs do not
properly recognize a year that begins with "20" instead of the familiar "19". If
not corrected, many computer applications could fail or create erroneous
results. The Company has recognized the need to ensure that its computer
operations and operating systems will not be materially adversely affected by
the Year 2000 problem. To that end, the Company has assessed how it may be
impacted by the Year 2000 problem and plans to resolve the related issues are
being implemented. Most of the Company's major computer systems have already
been updated or replaced with applications that are Year 2000 compliant in the
normal course of business pursuant to existing service agreements and without
incremental cost. The Company is also developing a plan of communication with
significant business partners to ensure that the Company's operations are not
disrupted through such relationships and that any Year 2000 issues are resolved
in a timely manner. Because of the nature of the Company's business, however,
the Company believes that failure of the Company's vendors, sponsors or
customers to resolve issues involving the Year 2000 problem will not materially
affect the Company's financial position or results of operations. Nevertheless,
the Company believes that it will satisfactorily resolve issues affecting its
operations as a result of the Year 2000 problem.
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 Except for the historical information contained herein, certain matters
discussed in this report 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, the
ability of the Company to cost-effectively and timely correct all relevant and
material applications addressing the Year 2000 problem, the ability of third
party vendors, sponsors and customers to correct all relevant and material
applications addressing the Year 2000 problem and their impact on the Company's
financial position or results of operations and the accuracy of the Company's
assumption that failure of third party vendors, sponsors and customers to
correct any Year 2000 problems will not be material to the Company's financial
position or results of operations, 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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PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
The Company must receive notice of any proposals of shareholders that are
intended to be presented at the Company's 1999 Annual Meeting of Shareholders,
but that are not intended to be considered for inclusion in the Company's Proxy
Statement and Proxy related to that meeting, no later than March 30, 1999 (the
latest possible date under the Company's bylaws for submission of such notice)
to be considered timely. Such proposals should be sent to the Company's
Secretary at the Company's executive offices, 13400 Outer Drive West, Detroit,
Michigan, 48239 by certified mail, return receipt requested. If the Company does
not have notice of the matter by that date, the Company's form of proxy in
connection with that meeting may confer discretionary authority to vote on that
matter, and the persons named in Company's form of proxy will vote the shares
represented by such proxies in accordance with their best judgment.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number and Description
(a) 3.2 Amended and Restated Bylaws of Penske Motorsports, Inc.
15.1 Letter RE: unaudited interim financial information.
27 Financial Data Schedules
(b) The Company was not required to file a Form 8-K during the three
months ended June 30, 1998.
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SIGNATURE
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, 1998 By: /s/ James H. Harris
-----------------------------------
Its: Senior Vice President and Treasurer
(Principal Financial Officer)
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Exhibit Index
Exhibit No. Description
- ----------- -----------
3.2 Amended and Restated Bylaws of Penske
Motorsports, Inc.
15.1 Letter RE: unaudited interim financial
information
27 Financial Data Schedules