<PAGE> 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, 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.
------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</TABLE>
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 13,876,398 SHARES
---------------------------- -----------------
CLASS OUTSTANDING AT NOVEMBER 12, 1998
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
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 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 18
Signature 19
</TABLE>
2
<PAGE> 3
PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
-------------------- ---------------------
ASSETS (Unaudited)
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 567 $ 249
Receivables 6,404 4,787
Inventories 2,556 2,433
Prepaid expenses and other assets 1,877 2,082
----------------- -----------------
TOTAL CURRENT ASSETS 11,404 9,551
PROPERTY AND EQUIPMENT, net 244,482 224,666
INVESTMENTS 12,491 15,366
GOODWILL, net 39,666 40,112
OTHER ASSETS 1,795 2,077
----------------- -----------------
TOTAL $ 309,838 $ 291,772
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 511 $ 1,017
Accounts payable 6,915 3,868
Accrued expenses 4,335 2,343
Other payables 9,956
Deferred revenues, net 14,595 22,529
----------------- -----------------
TOTAL CURRENT LIABILITIES 26,356 39,713
LONG-TERM DEBT, less current portion 64,939 47,278
DEFERRED REVENUES, net 738 738
DEFERRED TAXES 19,558 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 43,935 31,181
----------------- -----------------
203,448 190,694
Less treasury stock, at cost: 242,500 shares 5,201
----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 198,247 190,694
----------------- -----------------
TOTAL $ 309,838 $ 291,772
================= =================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE> 4
PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
REVENUES:
Speedway admissions $ 15,077 $ 20,343 $ 39,287 $ 40,039
Other speedway revenues 11,702 13,381 32,039 29,131
Merchandise, tires and accessories 8,439 10,250 20,116 26,475
----------- ----------- ----------- -----------
TOTAL REVENUES 35,218 43,974 91,442 95,645
----------- ----------- ----------- -----------
EXPENSES:
Operating 14,947 14,715 36,189 31,029
Cost of sales 5,136 6,009 12,257 15,411
Depreciation and amortization 2,883 2,840 8,285 5,153
Selling, general and administrative 4,503 5,115 10,798 13,398
----------- ----------- ----------- -----------
TOTAL EXPENSES 27,469 28,679 67,529 64,991
----------- ----------- ----------- -----------
OPERATING INCOME 7,749 15,295 23,913 30,654
EQUITY IN LOSS OF AFFILIATES (1,161) (727) (1,571) (727)
GAIN ON SALE OF INVESTMENT 1,108
INTEREST EXPENSE, net (818) (766) (2,486) (689)
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 5,770 13,802 20,964 29,238
INCOME TAXES 2,260 4,957 8,210 10,975
----------- ----------- ----------- -----------
NET INCOME $ 3,510 $ 8,845 $ 12,754 $ 18,263
=========== =========== =========== ===========
BASIC NET INCOME PER SHARE $ .25 $ .63 $ .90 $ 1.33
=========== =========== =========== ===========
DILUTED NET INCOME PER SHARE $ .25 $ .62 $ .90 $ 1.33
=========== =========== =========== ===========
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING $14,183,143 $14,148,340 $14,200,219 $13,690,088
=========== =========== =========== ===========
DILUTED WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING $14,183,143 $14,189,747 $14,229,886 $13,718,297
=========== =========== =========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE> 5
PENSKE MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------
1998 1997
----------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,754 $ 18,263
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,285 5,153
Equity in losses of affiliates 1,571 727
Gain on sale of investment (1,108)
Changes in assets and liabilities which provided (used) cash:
Receivables (1,617) (4,521)
Inventories, prepaid expenses and other assets 18 (2,851)
Accounts payable and accrued liabilities (4,917) 10,170
Deferred taxes 6,209 (69)
Deferred revenues (7,934) (6,752)
-------------- --------------
Net cash provided by operating activities 13,261 20,120
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net (27,317) (68,118)
Acquisition of equity interest in affiliates (16,024)
Proceeds from sale of investment 5,270
-------------- --------------
Net cash used in investing activities (22,047) (84,142)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock (5,201)
Proceeds from issuance of debt 14,961 42,299
Repayment of debt (656) (2,275)
-------------- --------------
Net cash provided by financing activities 9,104 40,024
-------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 318 (23,998)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 249 27,862
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 567 $ 3,864
============== ==============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 2,911 $ 1,444
Cash paid during the period for taxes, net (409) 4,580
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE> 6
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 September 30, 1998 and December 31, 1997, and the results of
operations and cash flows of the Company for the three months and nine months
ended September 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 nine months ended September 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 :
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
-------------------- -------------------
(In thousands)
<S> <C> <C>
Land and land improvements $ 96,056 $ 95,758
Buildings and improvements 154,077 129,031
Equipment 23,407 21,846
--------------- --------------
273,540 246,635
Less accumulated depreciation 29,058 21,969
--------------- --------------
$ 244,482 $ 224,666
=============== ==============
</TABLE>
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 an interest
rate of 7.5%.
6
<PAGE> 7
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.
NOTE 4 - STOCK REPURCHASE PROGRAM. In September, 1998, the Company announced
plans to repurchase, from time to time, up to $10 million of the Company's
common stock in open market transactions depending on market conditions. As of
September 30, 1998, the Company had repurchased 242,500 shares at prices ranging
from $19.875 to $22.50 per share. In addition, subsequent to September 30, 1998
and through October 26, 1998, the Company acquired 88,000 additional shares at
prices ranging from $19.9375 to $21.25.
NOTE 5 - COMMITMENTS AND CONTINGENCIES. The Company is party to certain claims
and contingencies arising in the normal course of business. In the opinion of
management, the Company has meritorious defenses on all such claims, or they are
of such kind, are adequately covered by insurance, or involve such amounts, as
would not have a materially adverse effect on the financial position or results
of operations of the Company if disposed of unfavorably.
7
<PAGE> 8
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, 1998 and
the related condensed consolidated statements of income and of cash flows for
the three and nine month periods ended September 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
- - -------------------------
Detroit, Michigan
October 26, 1998
8
<PAGE> 9
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 include 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.
The Company's operating results for the three months and nine months ended
September 30, 1998 were impacted by scheduling changes which resulted in certain
event weekends being held in different quarters in 1998 than in 1997. The number
of weekend events held during the third quarter increased from three in 1997 to
four in 1998 as a result of two events (a Craftsman Truck Series race at
Nazareth Speedway and the NASCAR Tripleheader, a combined Busch Series -
Craftsman Truck Series event, at California Speedway) being rescheduled to the
third quarter, while another event (a CART race at California Speedway) was
moved from the third quarter to the fourth quarter.
Revenues for the three months ended September 30, 1998 were $35.2 million,
compared to revenues of $44.0 million for the three months ended September 30,
1997. Revenues decreased primarily due to the scheduling change of the
California Speedway CART event, which moved from the third quarter of 1997 to
the fourth quarter of 1998. The decrease in revenues was also caused by reduced
attendance at the Company's July events, the US 500 CART race at Michigan
Speedway and the NASCAR Tripleheader at California Speedway. These decreases
were offset, in part, by increased revenues from the events moved to the third
quarter and from increased revenues at the Pepsi 400 NASCAR Winston Cup event at
Michigan Speedway.
9
<PAGE> 10
The Company recorded net income of $3.5 million, or $.25 per basic share, for
the three months ended September 30, 1998, compared to net income of $8.8
million, or $.63 per basic share, in 1997. This decrease resulted from the
scheduling change of the California Speedway CART event, the decreased revenues
at the US 500 at Michigan Speedway and the NASCAR Tripleheader at California
Speedway, as well as from higher losses on the Company's equity investment and
increased interest expense. These decreases were offset, in part, by increased
operating results for the Pepsi 400 Winston Cup event at Michigan Speedway.
Revenues for the nine months ended September 30, 1998 were $91.4 million,
compared to revenues of $95.6 million for the same period in 1997. Net income
for the nine months ended September 30, 1998 was $12.8 million, or $.90 per
basic share, compared to $18.3 million, or $1.33 per basic share, in 1997. These
decreases were due primarily to the scheduling change of the California Speedway
CART event, decreased revenues from the US 500 and the NASCAR tripleheader and
lower merchandise, tires and accessories revenues due to the December 1997 sale
of the licensing rights for Rusty Wallace merchandise. Net income also decreased
due to the higher losses on the Company's equity investment and increased
interest expense. These decreases were offset by revenues and net income from
the February Winston Cup event at North Carolina Speedway, which was acquired in
the last half of 1997, and by increased revenues and net income from the
Company's May Winston Cup event at California Speedway and June and August
Winston Cup events at Michigan Speedway.
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 Grand Prix Association of
Long Beach, Inc. for $5.3 million. The Company acquired this investment through
a series of transactions in 1997 with a total cost of $4.2 million.
In September, 1998, the Board of Directors of the Company authorized the
repurchase, from time to time and depending on market conditions, of up to $10
million of the Company's common stock in open market transactions. The September
30, 1998 balance sheet reflects 242,500 shares of common stock purchased at
prices ranging from $19.875 to $22.50 per share. Subsequent to September 30,
1998 and through October 26, 1998, the Company acquired 88,000 additional shares
at prices ranging from $19.9375 to $21.25.
10
<PAGE> 11
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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
-------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Speedway admissions 42.8 % 46.3 % 43.0 % 41.9 %
Other speedway revenues 33.2 30.4 35.0 30.4
Merchandise, tires and accessories 24.0 23.3 22.0 27.7
---------- ---------- ---------- -----------
TOTAL REVENUES 100.0 100.0 100.0 100.0
---------- ---------- ---------- -----------
EXPENSES:
Operating 42.4 33.5 39.5 32.5
Cost of sales 14.6 13.7 13.4 16.1
Depreciation and amortization 8.2 6.4 9.1 5.4
Selling, general and administrative 12.8 11.6 11.8 14.0
---------- ---------- ---------- ----------
TOTAL EXPENSES 78.0 65.2 73.8 68.0
-------------- ---------- ---------- ----------
OPERATING INCOME 22.0 % 34.8 % 26.2 % 32.0 %
========== ========== ========== ==========
</TABLE>
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
scheduling changes resulting in certain events being moved from one quarter to
another. 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):
<TABLE>
<CAPTION>
NUMBER OF
NET INCOME EVENT
QUARTER REVENUES (LOSS) WEEKENDS
------- -------- ---------- ---------
<S> <C> <C> <C> <C>
1998 First 10,137 (1,648) 1
Second 46,087 10,892 4
Third 35,218 3,510 4
1997 First 5,375 (1,511)
Second 46,296 10,929 5
Third 43,974 8,845 3
Fourth 14,171 (1,818) 2
1996 First 3,642 (990)
Second 24,614 6,717 4
Third 23,962 6,499 2
Fourth 2,957 (1,346)
</TABLE>
11
<PAGE> 12
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1997. Revenues - Revenues for the three months ended September 30, 1998 were
$35.2 million, a decrease of $8.8 million from revenues of $44.0 million for the
same period in 1997. Speedway admissions and other speedway revenues decreased
$5.3 million and $1.7 million, respectively, from 1997, due primarily to the
change in the scheduling of the CART event weekend at California Speedway from
the third quarter in 1997 to the fourth quarter in 1998. Revenues also decreased
because of lower attendance at the US 500 CART Series event at Michigan Speedway
and the NASCAR Tripleheader event at California Speedway. These decreases were
partially offset by the addition of two weekend events due to scheduling changes
and increased revenues at the Pepsi 400 Winston Cup event at Michigan Speedway.
Sales of merchandise, tires and accessories decreased from $10.3 million for the
quarter ended September 30, 1997 to $8.4 million in 1998, primarily from the
sale in December 1997 of the licensing rights for Rusty Wallace merchandise.
Operating Expenses - Operating expenses increased from $14.7 million for the
three months ended September 30, 1997 to $14.9 million for the three months
ended September 30, 1998 due to the move of two events to the third quarter of
1998, net of reduced operating expenses from the move of the California Speedway
CART race to the fourth quarter. The increased operating expenses also reflect
higher sanction fees as well as other miscellaneous operating expenses at its
other events.
Cost of Sales - Cost of sales for the three months ended September 30, 1998 was
$5.1 million, or 60.9% of merchandise, tires and accessories revenues, compared
to $6.0 million, or 58.6% 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 cost of sales as a
percentage of revenues increased due to a shift in the sales mix toward a higher
concentration of tires and accessories, which have a lower margin.
Depreciation and Amortization - Depreciation and amortization expense for the
three months ended September 30, 1998 was $2.9 million compared to $2.8 million
for the same period in 1998.
Selling, General and Administrative - Selling, general and administrative
expenses were $4.5 million for the three months ended September 30, 1998, a
decrease of $.6 million from $5.1 million for the same period in 1997. This
decrease resulted primarily from the move of the California Speedway CART race
to the fourth quarter, net of the additional selling, general and administrative
expenses from the move of two other events into the third quarter.
Operating Income - Operating income decreased 49.3%, from $15.3 million for the
three months ended September 30, 1997 to $7.7 million in 1998. This decrease
resulted from the scheduling change which moved the California Speedway CART
event from the third quarter in 1997 to the fourth quarter in 1998, net of the
impact of moving two events to the third quarter, and lower operating income
from the Company's US 500 CART event at Michigan Speedway and the NASCAR
Tripleheader event at California Speedway.
12
<PAGE> 13
Equity in Losses of Affiliates - The equity in losses of affiliates reflects the
Company's pro rata share of the operating results of HMS, in which the Company
acquired an equity interest on July 23, 1997. The loss increased during the
third quarter of 1998 due primarily to the 5% increase in the Company's
ownership of HMS and because the third quarter results for 1998 include expenses
for the entire period, whereas the 1997 results only include operations from the
date of the acquisition.
Interest - The Company recorded interest expense for the three months ended
September 30, 1998 of $.8 million, which was comparable to interest expense for
the same period of 1997. Debt increased during the quarter from $48.1 million at
June 30, 1998 to $65.5 million at September 30, 1998 due to capital expenditures
at North Carolina Speedway and the repurchase of $5.2 million of common stock in
September.
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 September 30, 1998 was 39.2%, compared to 35.9% in
1997 primarily due to the addition of nondeductible goodwill amortization from
the acquisition of North Carolina Speedway.
Net Income - Net income for the three months ended September 30, 1998 was $3.5
million, or $.25 per basic share, compared to $8.8 million, or $.63 per basic
share, in 1997. This decrease resulted primarily from the scheduling change
which moved the California Speedway CART race from the third quarter in 1997 to
the fourth quarter in 1998, reduced operating results at the US 500 CART events
at Michigan Speedway and the NASCAR Tripleheader event at California Speedway,
higher losses from the Company's equity investment and increased interest
expense.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997. Revenues - Revenues for the nine months ended September 30, 1998 were
$91.4 million compared to $95.6 million for the same period in 1997. Speedway
admissions decreased from $40.0 million to $39.3 million due to the scheduling
change at California Speedway and lower attendance at the US 500 at Michigan
Speedway. These declines were partially offset by the addition of the February
Winston Cup event at North Carolina Speedway and by increased revenues from
additional seating at Michigan Speedway, for the June and August Winston Cup
events, and at California Speedway, for the May Winston Cup event. Other
speedway revenues of $32.0 million for the nine months ended September 30, 1998
increased $2.9 million from $29.1 million in 1997 due to the addition of the
February Winston Cup event at North Carolina Speedway and increases in
sponsorship agreements, corporate hospitality and broadcast rights at the
Company's other tracks, as well as from track rental income at California
Speedway. Sales of merchandise, tires and accessories decreased from $26.5
million to $20.1 million primarily as a result of the December 1997 sale of the
licensing rights for Rusty Wallace merchandise.
Operating Expenses - Operating expenses increased $5.2 million, from $31.0
million for the nine months ended September 30, 1997 to $36.2 million for the
same period in 1998. The 1997 results did not include expenses at California
Speedway until the month of June, which was when the track commenced operations.
Also, expenses at North Carolina Speedway were not included in the consolidated
income statement until the acquisition of a 70% ownership interest on May 19,
1997. The 1998 results include operating expenses for California Speedway and
North Carolina Speedway for the entire period. The Company also had increased
operating expenses at all of its speedways due primarily to higher sanction
fees.
13
<PAGE> 14
Cost of Sales - Cost of sales for the nine months ended September 30, 1998 was
$12.3 million, or 60.9% of merchandise, tires and accessories revenues, compared
to $15.4 million, or 58.2% 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 tires and accessories, which have a lower margin.
Depreciation and Amortization - Depreciation and amortization expense increased
from $5.2 million for the nine months ended September 30, 1997 to $8.3 million
for the nine months ended September 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 $2.6 million, from $13.4 million for the nine months ended
September 30, 1997 to $10.8 million in 1998. This decrease resulted primarily
from the scheduling change at California Speedway, as well as from reductions in
promotional expenses and other grand opening costs which were incurred at
California Speedway during the 1997 season.
Operating Income - Operating income for the nine months ended September 30, 1998
was $23.9 million, compared to $30.7 million during the first nine months of
1997. This decrease resulted primarily from the scheduling change of the CART
event at California Speedway from the third quarter in 1997 to the fourth
quarter in 1998 and from reduced operating results at the US 500 at Michigan
Speedway and the NASCAR Tripleheader at California Speedway, net of increased
operating results from the Company's May Winston Cup event at California
Speedway and June and August Winston Cup events at Michigan Speedway.
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. The equity in losses of affiliates
increased from $.7 million in 1997 to $1.6 million in 1998 as the 1997 results
only include activity from the date of the Company's investment in July.
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 nine months ended September 30, 1998 was
$2.5 million, compared to net interest expense of $.7 million for the nine
months ended September 30, 1997. During the first part of 1997, the Company
earned interest income from temporarily investing the proceeds of its 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, the acquisition of the minority
interest in North Carolina Speedway and the stock repurchase program.
14
<PAGE> 15
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 nine months ended September 30, 1998 is 39.2%, compared to 37.5% in 1997
primarily due to the addition of nondeductible goodwill amortization at North
Carolina Speedway.
Net Income - Net income for the nine months ended September 30, 1998 decreased
from $18.3 million in 1997 to $12.8 million in 1998 primarily from the
scheduling change at California Speedway, reduced operating results at the
Company's US 500 event at Michigan Speedway and NASCAR Tripleheader at
California Speedway, increased interest expense and the increase in the equity
in losses of affiliates, partially offset by the increased operating results
from the Company's Winston Cup events at California Speedway in May and at
Michigan Speedway in June and August and the gain on the sale of GPLB.
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 $39.6 million was available as of September 30, 1998.
The outstanding debt of $60.4 million on the line of credit resulted from
expenditures for the completion of construction at California Speedway and other
capital expenditures, the investment in HMS, the acquisition of North Carolina
Speedway and the stock repurchase program. The remaining line of credit is
available for general working capital needs and other capital expenditures. The
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 $31 million in capital expenditures
during 1998, consisting primarily of additional seating and other facility
upgrades at its speedways, of which $27.3 million was incurred during the first
nine 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,
15
<PAGE> 16
there can be no assurance that adequate debt or equity financing will be
available on satisfactory terms.
For the nine months ended September 30, 1998, the Company generated cash flows
of $13.3 million from operating activities, a decrease from $20.1 million in
1997 primarily due to lower net income. The Company used $22.0 million in
investing activities, including additions of property and equipment of $27.3
million, less the proceeds from the sale of GPLB of $5.3 million. Cash flows of
$9.1 million were provided by financing activities, reflecting an increase in
debt of $15.0 million, net of purchases of treasury stock of $5.2 million.
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 is implementing plans to resolve the
related issues. 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 implementing 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.
The Company believes that some of its non-information technology systems, such
as elevators and heating and air conditioning systems, with date-sensitive
software and embedded microprocessors may be affected by the Year 2000 problem.
Management is currently evaluating these systems, although the Company has not
yet been able to complete its estimate of the costs of correcting or replacing
such systems, it does not expect such costs to be material.
The Company believes that it will satisfactorily resolve issues affecting its
operations as a result of the Year 2000 problem in 1999. The Company also
believes that the related costs of compliance will not be material.
16
<PAGE> 17
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 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.
17
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On September 11, 1998, Thomas C. Fox, as Independent Personal Representative
for the Estate of Kenneth D. Fox, filed a wrongful death lawsuit in Circuit
Court for Lenawee county, State of Michigan against the Company, its subsidiary
Michigan International Speedway, Inc. and the Company's majority shareholder,
PSH Corp. In addition, on October 20, 1998, Mary Tautkus, as Personal
Representative for the Estate of Michael T. Tautkus, filed a wrongful death
lawsuit in the Circuit Court of Lenawee County, state of Michigan, against the
Company, its subsidiary Michigan International Speedway, Inc., and the
Company's majority shareholder, PSH Corp. The two lawsuits collectively seek
compensatory and exemplary damages in excess of $10 million arising out of an
accident which occurred during the July 26, 1998 U.S. 500 CART Championship
Series race. During the race, three spectators were killed when they were
struck by a wheel and tire from a damaged race car. Six other spectators were
injured in connection with the incident. The defendants dispute the
allegations.
The Company, including Michigan International Speedway, Inc. maintains insurance
against liability for personal injuries sustained by spectators on the speedway
premises, which the Company believes should be sufficient to protect the Company
from any material potential liability resulting from the incident which occurred
during the July U.S. 500 race.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number and Description
------------------------------
(a) 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 September 8, 1998 reporting the
Company's plan to repurchase, from time to time, up to $10 million
shares of the Company's common stock in open market transactions.
18
<PAGE> 19
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: November 13, 1998 By: /s/ James H. Harris
---------------------------------
Its: Senior Vice President and Treasurer
(Principal Financial Officer)
19
<PAGE> 20
Index to Exhibits
Exhibit Number and Description
------------------------------
(a) 15.1 Letter RE: unaudited interim financial information.
27 Financial Data Schedules
<PAGE> 1
Penske Motorsports, Inc.
Detroit, Michigan
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Penske Motorsports, Inc. for the periods ended September 30, 1998
and 1997, as indicated in our report dated October 26, 1998; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is
incorporated by reference in Registration Statement No. 333-692 on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Detroit, Michigan
November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING CONDENSED CONSOLIDATED BALANCE SHEET OF PENSKE MOTORSPORTS INC. AS
OF SEPTEMBER 30, 1998 AND THE RELATED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 567
<SECURITIES> 0
<RECEIVABLES> 6,404
<ALLOWANCES> 0
<INVENTORY> 2,556
<CURRENT-ASSETS> 11,404
<PP&E> 273,540
<DEPRECIATION> 29,058
<TOTAL-ASSETS> 309,838
<CURRENT-LIABILITIES> 25,845
<BONDS> 65,450
142
0
<COMMON> 0
<OTHER-SE> 198,105
<TOTAL-LIABILITY-AND-EQUITY> 309,838
<SALES> 8,439
<TOTAL-REVENUES> 35,218
<CGS> 5,136
<TOTAL-COSTS> 27,469
<OTHER-EXPENSES> 1,161
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 818
<INCOME-PRETAX> 5,770
<INCOME-TAX> 2,260
<INCOME-CONTINUING> 3,510
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,510
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHELE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING CONDENSED CONSOLIDATED BALANCE SHEET OF PENSKE MOTORSPORT, INC. AS
OF SEPTEMBER 30, 1998 AND THE RELATED CONSENSED CONSOLIDATED STATEMENT OF
INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 567
<SECURITIES> 0
<RECEIVABLES> 6,404
<ALLOWANCES> 0
<INVENTORY> 2,556
<CURRENT-ASSETS> 11,404
<PP&E> 273,540
<DEPRECIATION> 29,058
<TOTAL-ASSETS> 309,838
<CURRENT-LIABILITIES> 25,845
<BONDS> 65,450
142
0
<COMMON> 0
<OTHER-SE> 198,105
<TOTAL-LIABILITY-AND-EQUITY> 309,838
<SALES> 20,116
<TOTAL-REVENUES> 91,442
<CGS> 12,257
<TOTAL-COSTS> 67,529
<OTHER-EXPENSES> 463
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,486
<INCOME-PRETAX> 20,964
<INCOME-TAX> 8,210
<INCOME-CONTINUING> 12,754
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,754
<EPS-PRIMARY> .90
<EPS-DILUTED> .90
</TABLE>
