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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE PERIOD ENDED MAY 31, 1997
OR
[_] Transaction report pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 1-11837
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
(Exact name of registrant as specified in it's charter)
CALIFORNIA 95-2945353
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3000 PACIFIC AVENUE
LONG BEACH, CA 90806
(Address of principal executive offices)
TELEPHONE NUMBER (562) 981-2600
(Registrant's telephone number, including area code)
Check 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 past 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
--- ---
As of July 11, 1997, there were 3,768,286 shares of the Registrant's Common
stock outstanding.
Transitional small business disclosure format (check one) Yes No X
--- ---
This report contains 14 pages. There is 1 exhibit to this report.
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets - May 31, 1997
(unaudited) and November 30, 1996 3
Condensed Consolidated Statements of Operations (unaudited) -
Three months and six months ended May 31, 1997 and May 31, 1996 5
Condensed Consolidated Statements of Cash Flows (unaudited) -
Six months ended May 31, 1997 and May 31, 1996 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis 9
PART II. OTHER INFORMATION
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
November 30, May 31,
1996 1997
------------ ------------
(unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 10,214 $ 6,662
Accounts receivable 456 2,189
Prepaid expenses and other current assets 245 505
Deferred major event expenses 194 62
Deferred income tax asset 860 860
---------- ----------
Total current assets 11,969 10,278
Property and equipment, net 22,279 41,372
Restricted cash 11,546 3,874
Other assets 1,092 1,120
---------- ----------
Total assets $ 46,886 $ 56,644
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
3
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
November 30, 1996 May 31, 1997
----------------- ------------
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Notes payable, current $ 73 $ 71
Accounts payable 680 3,172
Accrued interest 817 610
Other accrued liabilities 49 2,186
Deferred major event revenues 1,424 3,500
---------- ----------
Total current liabilities 3,043 9,539
Notes and bonds payable, long term 22,932 23,057
Deferred income tax liability 928 928
Other liabilities - 213
---------- ----------
Total liabilities 26,903 33,737
---------- ----------
Series B mandatorily redeemable
Convertible Preferred stock
250,000 shares issued and outstanding 2,500 2,500
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, no par value
10,000,000 shares authorized - -
Common stock, no par value
20,000,000 shares authorized
3,750,000 and 3,641,000 shares issued and
outstanding as of May 31, 1997 and
November 30, 1996, respectively 15,544 15,643
Paid-in capital 129 572
Retained earnings 2,193 4,562
Shareholders' notes (383) (370)
---------- ----------
Total shareholders' equity 17,483 20,407
---------- ----------
Total liabilities and shareholders' equity $ 46,886 $ 56,644
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
4
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
May 31, 1996 May 31, 1997
------------ ------------
<S> <C> <C>
Revenues
Major event revenues
Admissions $ 4,686 $ 7,676
Sponsorships 2,840 3,525
Ancillary 3,496 5,641
------------ ------------
Total major event revenues 11,022 16,842
Other operating revenues 624 1,366
------------ ------------
Total revenues 11,646 18,208
------------ ------------
Expenses
Major event expenses 6,017 10,788
Other operating expenses 580 626
General and administrative 892 1,159
Depreciation 151 334
------------ ------------
Total expenses 7,640 12,907
------------ ------------
Income from operations 4,006 5,301
------------ ------------
Interest income 119 128
Interest expense, net of capitalized
interest of $494,000 and $0 for 1997
and 1996, respectively (34) (82)
Other, net (65) 38
------------ ------------
Total other 20 84
------------ ------------
Income before provision for income taxes 4,026 5,385
Provision for income taxes 1,691 2,200
------------ ------------
Net income 2,335 3,185
Dividends on Series B mandatorily redeemable
Convertible Preferred stock - (26)
------------ ------------
Net income applicable to common stock $ 2,335 $ 3,159
============ ============
Net income per share $ 1.14 $ 0.75
============ ============
Weighted average number of common and common
equivalent shares outstanding 2,040,590 4,212,030
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Six months ended
May 31, 1996 May 31, 1997
------------ ------------
<S> <C> <C>
Revenues:
Major event revenues
Admissions $ 4,686 $ 7,676
Sponsorships 2,840 3,525
Ancillary 3,496 5,641
------------ -------------
Total major event revenues 11,022 16,842
Other operating revenues 936 1,769
------------ -------------
Total revenues 11,958 18,611
------------ -------------
Expenses:
Major event expenses 6,017 10,788
Other operating expenses 811 849
General and administrative 1,670 2,371
Depreciation 239 643
------------ -------------
Total expenses 8,737 14,651
------------ -------------
Income from operations 3,221 3,960
------------ -------------
Interest income 119 375
Interest expense, net of capitalized interest of
$824,000 and $0 for 1997 and 1996, respectively (52) (324)
Other, net 16 163
------------ -------------
Total other 83 214
------------ -------------
Income before provision for income taxes 3,304 4,174
Provision for income taxes 1,423 1,753
------------ -------------
Net income 1,881 2,421
Dividends on Series B mandatorily redeemable
Convertible Preferred stock - (52)
------------ -------------
Net income applicable to common stock $ 1,881 $ 2,369
============ =============
Net income per share $ 0.93 $ 0.60
============ =============
Weighted average number of common and common
equivalent shares outstanding 2,033,120 3,952,163
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six months ended
May 31, 1996 May 31, 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities $ 2,206 $ 6,870
------------ ------------
Cash flows from investing activities (1,413) (11,261)
------------ ------------
Cash flows from financing activities 2,255 839
------------ ------------
Net increase (decrease) in cash 3,048 (3,552)
Cash and cash equivalents at beginning of period 1,350 10,214
------------ ------------
Cash and cash equivalents at end of period $ 4,398 $ 6,662
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1997
1. The interim condensed data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The condensed financial statements included herein have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures included herein
are adequate to make the information presented not misleading.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the Company's
financial statements filed as part of the Company's November 30, 1996 Form 10-
KSB. This quarterly report should be read in conjunction with such annual
report.
2. The earnings per share calculations are based on the treasury stock method.
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83,
common stock issued for consideration below the offering price of $10.00 per
share and stock options and warrants issued with exercise prices below the
offering price during the twelve month period preceding the filing of the
Company's initial public offering, have been included in the calculation of
common shares, using the treasury stock method, for the period ending May 31,
1996. The effect of the Series A Convertible Preferred stock issued at
consideration below the initial public offering price was to increase the
weighted average shares outstanding for the three and six month periods ended
May 31, 1996 by 62,500 shares. The Series A Convertible Preferred stock was
converted to common stock on June 28, 1996.
8
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this report on Form 10-QSB that are not purely
historical are forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 and involve risks and uncertainties, including statements regarding the
Company's expectations, hopes, intentions or strategies regarding the future.
All forward looking statements included in this document are based on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward looking statements. It is important to
note that the Company's actual results could differ materially from those in
such forward looking statements due to risks and uncertainties related to the
Company's ability to obtain and keep major sanctions and sponsorships,
construction delays, competition, dilution of manpower, government regulation
and seasonality. You should consult the risk factors listed from time to time in
the Company's reports on Form 10-QSB, 10-KSB, and annual reports to
shareholders.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
DEFINITIONS: There are numerous acronyms used in the motorsports industry and
otherwise, several of which are used herein. For the facility of the reader,
acronyms used herein are defined below:
ARCA - Automobile Racing Club of America
CART - Championship Auto Racing Teams, Inc.
NASCAR - The National Association for Stock Car Auto Racing, Inc.
NHRA - The National Hot Rod Association
SWIDA - Southwestern Illinois Development Authority
USAC - United States Auto Club
OVERVIEW
The Grand Prix Association of Long Beach, Inc. ("Company") operates the Grand
Prix of Long Beach ("Grand Prix"), a three day, temporary circuit motorsports
event run every spring on the streets of the City of Long Beach, California.
The Company also owns and operates Gateway International Raceway ("Gateway"), in
Madison, Illinois, and Memphis Motorsports Park ("Memphis"), in Millington,
Tennessee, both of which are permanent multi-purpose racing facilities, at one
or both of which major racing events sanctioned by CART, NHRA, NASCAR, ARCA and
USAC are held.
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During the period covered by this report, the Company operated the 23rd Grand
Prix and the inaugural Motorola 300 at Gateway, both sanctioned by CART.
Revenues are generated from admission ticket sales, corporate sponsorships and
hospitality services (including rental of corporate suites, tents and chalets),
broadcast production services, merchandise sales, concessions and other related
event revenues. Although prior to 1996, over 80% of the Company's annual
revenues were generated from operation of the Grand Prix, that percentage has
dropped as the result of major events held within the past year at both Gateway
and Memphis. It is anticipated that the Company's reliance on the Grand Prix
for the majority of its revenue will continue to decrease.
In May, 1997, the Company completed construction of the oval track at Gateway.
It is anticipated that the Company will continue to incur costs related to the
redevelopment of Gateway into a major regional multipurpose facility.
Expenditures for this redevelopment were accelerated when the Company obtained
major event sanctions for 1997 earlier than originally anticipated. The Company
anticipates that total expenditures related to the redevelopment of this
facility will be approximately $26,100,000 (not including approximately
$1,500,000 to establish and equip the Gateway Law Enforcement Driving School and
approximately $500,000 in miscellaneous improvements, both of which are
anticipated to use proceeds from the initial public stock offering).
The Company recently completed a new 0.25-mile dirt oval at Memphis.
Construction of a new 0.75-mile paved oval at Memphis is currently in progress.
The Company anticipates total expenditures for this project will be
approximately $3,000,000.
The Company anticipates funding the additional costs of capital improvements
primarily through cash generated from operations supplemented by equipment
financing and the potential issuance of new stock.
BASIS OF PRESENTATION
Revenues: Major event revenues are derived from nationally sanctioned events at
the Grand Prix, Memphis and Gateway; including Admissions from ticket sales,
Sponsorships and Ancillary, comprising hospitality services, broadcast services,
merchandising, lifestyle/auto expo and concessions. The Company generates Other
operating revenues from promotion, marketing and public relations consulting
services and rentals of grandstands, structures and related equipment services.
Expenses: Major event expenses principally include sanction fees, temporary-
circuit construction costs, operational direct expenses, marketing, advertising
and public relations, costs of merchandise sales, ticket sales expenses and city
service fees. Sanction agreements require race promoters to pay fees and provide
services to the relevant sanctioning body during the event. Other operating
expenses include expenses directly related to public relations consulting
services,
10
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structures and equipment rental services, broadcast services and the direct
expenses of operating Gateway and Memphis.
THREE MONTHS ENDED MAY 31, 1997 COMPARED TO THREE MONTHS ENDED MAY 31, 1996
Major Event Revenues and Expenses: The Company's major event revenues and
expenses for the three months ended May 31, 1997 increased $5,820,000 and
$4,771,000, respectively, compared to the three months ended May 31, 1996,
primarily due to the addition of a major event, the Motorola 300, at Gateway.
Other Operating Revenues: Other operating revenues of $1,366,000 for the three
months ended May 31, 1997 consist of grandstand and equipment rentals, event
electrical services, consulting services and weekly race activities at Memphis
and Gateway. Other operating revenues increased $742,000 primarily due to the
commencement of weekly racing activities at Memphis. In addition, the Company
earned approximately $240,000 from the early termination of a public relations
consulting contract.
Other Operating Expenses: Other operating expenses of $626,000 for the three
months ended May 31, 1997 increased $46,000 compared to the three months ended
May 31, 1996 primarily due to the commencement of weekly racing activities at
Memphis.
General and Administrative Expenses: General and administrative expenses were
$1,159,000 for the three months ended May 31, 1997, an increase of $267,000
compared to the three months ended May 31, 1996. The increase is primarily due
to increased payroll and facilities costs associated with Memphis and Gateway
and the addition of a national ticket office located at Long Beach.
Depreciation: Depreciation expense of $334,000 for the three months ended May
31, 1997 increased $183,000 compared to the three months ended May 31, 1996 due
to additions of property and equipment, primarily at Memphis and Gateway.
11
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SIX MONTHS ENDED MAY 31, 1997 COMPARED TO SIX MONTHS ENDED MAY 31, 1996
Major Event Revenues and Expenses: The Company's major event revenues and
expenses for the six months ended May 31, 1997 increased $5,820,000 and
$4,771,000, respectively, compared to the six months ended May 31, 1996,
primarily due to the addition of a major event, the Motorola 300, at Gateway.
Other Operating Revenues: Other operating revenues of $1,769,000 for the six
months ended May 31, 1997 consist of grandstand and equipment rentals, event
electrical services, consulting services and weekly race activities at Memphis
and Gateway. Other operating revenues increased $833,000 compared to the six
months ended May 31, 1996, primarily due to the commencement of weekly racing
activities at Memphis. In addition, the Company earned approximately $240,000
from the early termination of a public relations consulting contract.
Other Operating Expenses: Other operating expenses of $849,000 for the six
months ended May 31, 1997 increased $38,000 compared to the six months ended May
31, 1996 primarily due to the commencement of weekly racing activities at
Memphis.
General and Administrative Expenses: General and administrative expenses were
$2,371,000 for the six months ended May 31, 1997, an increase of $701,000
compared to the six months ended May 31, 1996. The increase is primarily due
to increased payroll and facilities costs associated with Memphis and Gateway
and the addition of a national ticket office located at Long Beach.
Depreciation: Depreciation expense of $643,000 for the six months ended May 31,
1997 increased $404,000 compared to the six months ended May 31, 1996 primarily
due to additions of property and equipment, primarily at Memphis and Gateway.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
For working capital during the six months ended May 31, 1997, the Company relied
on cash generated from operating revenues and on the proceeds of its initial
public offering. In addition, the proceeds of the SWIDA Loan and the initial
public offering and cash generated from operations were used to fund the
redevelopment at Gateway and Memphis.
The Company anticipates funding the additional costs of capital improvements
primarily through cash generated from operations supplemented by equipment
financing and the potential issuance of new stock.
The Company's bank borrowings consist of short and long term obligations
incurred in connection with specific capital improvements and expenditures. Long
term debt includes first and second trust deed notes, which together had an
outstanding principal balance of approximately $1,668,000 on May 31, 1997, and
the SWIDA Loan with a balance of approximately $21,460,000.
The Company's cash and cash equivalents as of May 31, 1997 are $6,662,000, a net
decrease of $3,552,000 from November 30, 1996. The decrease in cash is primarily
the result of funding redevelopment activities at Gateway and Memphis.
Restricted cash pursuant to the terms of the SWIDA Loan as of May 31, 1997 was
$3,874,000. Cash used by the Company from restricted and non-restricted cash in
capital improvements totaled $18,911,000 for the six months ended May 31, 1997,
primarily for the redevelopment at Gateway and Memphis.
OUTLOOK FOR THE REMAINDER OF 1997
The Company's capital requirements will depend on numerous factors, including
the rate at which the Company completes the redevelopment and improvements at
Gateway and Memphis, establishes such facilities as profitable operations and
acquires other motorsports facilities. In addition, the Company will have
various ongoing needs for capital, including: (i) working capital for
operations; (ii) routine capital expenditures to maintain and expand its Long
Beach temporary circuit and permanent facilities; and (iii) funds required to
service corporate obligations, including the $21,500,000 obligation under the
SWIDA Loan.
Due to the seasonality of racing events, the Company generates the majority of
its revenues in the months of April through October. Therefore, the results of
operations for the Company's second quarter cannot be expected to be indicative
of annual results.
13
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION. On April 11, 1997, the Company's wholly owned
subsidiary, Gateway International Motorsports Corporation, obtained 49 acres of
undeveloped land in the vicinity of Gateway for approximately 400,000, pursuant
to an agreement with SWIDA, which it anticipates using for major event parking.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 - Financial Data Schedule
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
/s/ Christopher R. Pook
-----------------------
Christopher R. Pook
Chairman of the Board, Chief Executive Officer and
President
/s/ Ronald C. Shirley
---------------------
Ronald C. Shirley
Chief Financial Officer
Dated: July 15, 1997
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> MAR-01-1997
<PERIOD-END> MAY-31-1997
<CASH> 6,662
<SECURITIES> 0
<RECEIVABLES> 2,189
<ALLOWANCES> 0
<INVENTORY> 292
<CURRENT-ASSETS> 10,278
<PP&E> 46,394
<DEPRECIATION> 5,022
<TOTAL-ASSETS> 56,644
<CURRENT-LIABILITIES> 9,539
<BONDS> 21,460
2,500
0
<COMMON> 15,643
<OTHER-SE> 4,764
<TOTAL-LIABILITY-AND-EQUITY> 56,644
<SALES> 16,842
<TOTAL-REVENUES> 18,208
<CGS> 11,414
<TOTAL-COSTS> 12,907
<OTHER-EXPENSES> 38
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 324
<INCOME-PRETAX> 5,385
<INCOME-TAX> 2,200
<INCOME-CONTINUING> 3,159
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,159
<EPS-PRIMARY> .75
<EPS-DILUTED> .75
</TABLE>
