<PAGE>
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 FEBRUARY 28, 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 Identification Number)
incorporation or organization)
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 April 8, 1997, there were 3,704,439 shares of the Registrant's Common
stock outstanding.
This report contains 20 pages. There is 1 exhibit to this report.
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
FORM 10-QSB
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets - February 28, 1997 (unaudited) and
November 30, 1996 3
Condensed Consolidated Statements of Operations - Three months ended
February 28, 1997 and February 29, 1996 (unaudited) 5
Condensed Consolidated Statements of Cash Flows - Three months ended
February 28, 1997 and February 29, 1996 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Management's Discussion and Analysis 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
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<PAGE>
PART I. FINANCIAL INFORMATION
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
November 30, February 28,
1996 1997
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $10,214 $11,659
Accounts receivable 456 3,053
Prepaid expenses and other current assets 245 1,025
Deferred major event expenses 194 1,766
Deferred income tax asset 860 860
------- -------
Total current assets 11,969 18,363
Property and equipment, net 22,279 28,679
Restricted cash 11,546 5,048
Other assets 1,092 1,181
------- -------
Total assets $46,886 $53,271
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
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<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
November 30, February 28,
1996 1997
------------ ------------
(unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable, current $ 73 $ 58
Accounts payable 680 954
Accrued interest 817 119
Other accrued liabilities 49 46
Deferred major event revenues 1,424 9,028
------- -------
Total current liabilities 3,043 10,205
Notes and bonds payable, long term 22,932 22,932
Deferred income tax liability 928 928
------- -------
Total liabilities 26,903 34,065
------- -------
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;
3,640,565 shares issued and outstanding 15,544 15,544
Paid-in capital 129 129
Retained earnings 2,193 1,403
Shareholders' notes (383) (370)
------- -------
Total shareholders' equity 17,483 16,706
------- -------
Total liabilities and shareholders' equity $46,886 $53,271
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
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<PAGE>
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
FEBRUARY 29 FEBRUARY 28
1996 1997
----------- -----------
<S> <C> <C>
Revenues:
Major event revenues
Admissions $ - $ -
Sponsorships - -
Ancillary - -
--------- ----------
Total major event revenues - -
Other operating revenues 312 403
--------- ----------
Total revenues 312 403
--------- ----------
Expenses:
Major event expenses - -
Other operating expenses 231 223
General and administrative 778 1,212
Depreciation 88 309
--------- ----------
Total expenses 1,097 1,744
--------- ----------
Loss from operations (785) (1,341)
--------- ----------
Other income (expense):
Interest income (expense), net (18) 5
Other, net 81 125
--------- ----------
Total other income (expense) 63 130
--------- ----------
Loss before benefit for income taxes (722) (1,211)
Benefit for income taxes 305 447
--------- ----------
Net loss $ (419) $ (764)
--------- ----------
Dividends on Series B Mandatorily Redeemable
Convertible Preferred stock - (26)
--------- ----------
Net loss applicable to common stock $ (455) $ (790)
========= ==========
Net loss per share $ (0.21) $ (0.22)
Weighted average number of common and common
equivalent shares outstanding 2,031,901 3,640,565
========= ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
FEBRUARY 29 FEBRUARY 28
1996 1997
----------- -----------
<S> <C> <C>
Cash flows generated in operating activities $ 246 $ 1,539
------ -------
Cash flows used in investing activities (241) (92)
------ -------
Cash flows used in financing activities (70) (2)
------ -------
Net increase (decrease) in cash (65) 1,445
Cash and cash equivalents at beginning of period 1,350 10,214
------ -------
Cash and cash equivalents at end of period $1,285 $11,659
====== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
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<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 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, as amended. 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.
Common stock equivalents have not been included for the three months ended
February 28, 1997 and February 29, 1996 as they would be anti-dilutive. 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, as if they were outstanding for all periods
presented. 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 month period ended February
29, 1996 by 68,750 shares. The Series A Convertible Preferred stock was
converted to common stock on June 28, 1996.
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<PAGE>
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") is the developer,
owner and operator of the Grand Prix of Long Beach ("Grand Prix"), a three
day, temporary circuit motorsports event that has been run each spring on the
streets of the City of Long Beach, California since 1975. The Grand Prix
features an Indy car race and a variety of other road races and supporting
attractions. Additionally, the Company owns two permanent racing facilities,
Gateway International Raceway ("Gateway"), in Madison, Illinois, and Memphis
Motorsports Park ("Memphis"), in Millington, Tennessee. Major events scheduled
to be held at Gateway include the Motorola 300, a CART sanctioned Indy car event
on May 22-24, 1997, the NHRA Sears Craftsman Nationals drag event on June 26-29,
1997, and the NASCAR Busch Series, Grand National Division stock car event on
July 24-26, 1997. Memphis will host an ARCA Super Car and USAC Silver Crown
event on September 12-14, 1997 and the NHRA Pennzoil Nationals Presented by
AutoZone on October 2-5, 1997.
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. Since 1993, more than 80% of the Company's annual revenues have
been generated from operation of the Grand Prix. It is anticipated that
commencing with the 1997 racing season, the Company's reliance on the Grand Prix
for the majority of its revenue will decrease.
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<PAGE>
Since April 1996, the Company has been redeveloping Gateway to make it a major
regional multipurpose facility. Projected expenditures for this redevelopment
have been accelerated because the Company was able to acquire more major event
sanctions for 1997 than 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).
In order to finance the redevelopment of Gateway, the Company entered into a
loan agreement with SWIDA, which agreed to fund a loan ("the SWIDA Loan") by
issuing bonds (the "Bonds") in a Municipal Bond Offering in the aggregate
principal amount of $21,500,000. The Company issued a 20-year $21,500,000
promissory note to SWIDA which bears interest at an effective rate of
approximately 9.1% per annum. Interest is paid semi-annually, beginning
February 1997, with interest-only payments through August 1999. Principal
payments will begin in February 2000. All proceeds from the SWIDA Loan are
required to be dedicated to the redevelopment of Gateway and debt service
obligations with respect to the SWIDA Loan. As required by the financing
arrangement, the Company established a $2,550,000 interest reserve fund (from
the proceeds of the SWIDA Loan) to fund interest payments through August 1999.
In addition, the Company established a $2,400,000 debt service reserve fund from
the net proceeds of a $2,500,000 private placement of Series A Convertible
Preferred stock. Additionally, the Company is required to impose a 5% ticket
surcharge on all nationally sanctioned motorsports events at Gateway to
establish an additional debt service reserve fund for the Bonds. Once
$2,000,000 has been accumulated in this fund, excess funds then accumulating
will be used to redeem Bonds annually commencing February 1, 2002.
On June 28, 1996, the Company acquired substantially all of the assets of
Memphis Motorsports Park for $5,000,000. In connection with the acquisition,
the Company paid certain indebtedness of the seller totaling $2,500,000 with
proceeds from its initial public stock offering, and issued 250,000 shares of
Series B Convertible Preferred stock ("Series B") valued at $2,500,000, with an
annual dividend rate of 4.185%. Series B is convertible into shares of common
stock on a share for share basis. Series B cannot be converted into common
stock prior to June 1997, and if Series B is not converted by December 31, 1998,
the Company, during the month of January 1999, will be obligated to redeem all
of the then outstanding shares of Series B for nominal consideration and assume
certain specified liabilities of the seller of Memphis Motorsports Park existing
at the time of the closing of the acquisition not to exceed $1,500,000.
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<PAGE>
BASIS OF PRESENTATION
Revenues. The Company's revenues are classified as Major event and Other
operating 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, containing 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. There were no major events scheduled during the three
months ended February 28, 1997 or February 29, 1996. Since the Company
recognizes revenues associated with Major events in the fiscal quarter in which
the event takes place, there were no major event revenues in the three months
ended February 28, 1997 or February 29, 1996.
Expenses. The Company classifies its expenses as Major event expenses, Other
operating expenses, General and administrative expenses, and Depreciation.
Major event expenses principally include sanction fees, 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, structures
and equipment rental services, broadcast services and the direct expenses of
operating Gateway and Memphis.
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<PAGE>
RESULTS OF OPERATIONS
The table below sets forth certain statements of operations data as a percentage
of total revenue for the three months ended February 28, 1997 and February 29,
1996.
<TABLE>
<CAPTION>
Three Months Ended
February 29 February 28
1996 1997
----------- -----------
<S> <C> <C>
Revenues:
Major event revenues 0.0% 0.0%
Admissions 0.0 0.0
Sponsorships 0.0 0.0
Ancillary 0.0 0.0
------ ------
Total major event revenues 0.0 0.0
Other operating revenues 100.0 100.0
------ ------
Total revenues 100.0% 100.0%
------ ------
Expenses:
Major event expenses 0.0 0.0
Other operating expenses 74.0 55.3
General and administrative expenses 249.4 300.8
Depreciation 28.2 76.7
------ ------
Total operating expenses 351.6 432.8
------ ------
Operating loss (251.6) (332.8)
Other income (expense) 20.2 32.3
Benefit for income taxes 97.1 110.9
------ ------
Net loss (134.3%) (189.6%)
====== ======
</TABLE>
THREE MONTHS ENDED FEBRUARY 28, 1997 COMPARED TO THREE MONTHS ENDED FEBRUARY 29,
1996
Major Event Revenues and Expenses. Because none of the Company's major events
are held in the Company's first fiscal quarter and no revenues are realized
until the events take place, there are no major event revenues or expenses
realized in the three month periods ended February 28, 1997 or February 29,
1996.
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<PAGE>
Other Operating Revenues. Other operating revenues of $403,000 for the three
months ended February 28, 1997 consist of grandstand and equipment rentals,
event electrical services, consulting services and weekly race activities at
Memphis. Other operating revenues increased $91,000 primarily from increased
grandstand and equipment rentals and the commencement of weekly racing
activities at Memphis.
Other Operating Expenses. Other operating expenses of $223,000 for the three
months ended February 28, 1997 decreased $8,000 compared to the three months
ended February 29, 1996 due to a decrease in race consulting services partially
offset by the increased operations described above.
General and Administrative Expenses. General and administrative expenses of
$1,212,000 for the three months ended February 28, 1997, an increase of $434,000
compared to the three months ended February 29, 1996, consist of payroll,
facilities and similar costs. Approximately $201,000 of the increase is
attributable to operations at Memphis which was acquired in June 1996. The
remainder of the increase is attributable to increased costs, including payroll,
in preparation for additional races at Gateway scheduled for 1997.
Depreciation. Depreciation expense of $309,000 for the three months ended
February 28, 1997 increased $221,000 from the three months ended February 29,
1996 due to additions of property and equipment primarily at Memphis and
Gateway.
Other Income and Expense. Interest income and expense, net increased $23,000
for the three months ended February 28, 1997 compared to the three months ended
February 29, 1996 primarily as a result of interest income earned from the
proceeds of the Company's initial public stock offering and the unused portion
of the SWIDA Loan offset by interest expense associated with the SWIDA Loan.
Interest income from the investment of proceeds from the Company's initial
public stock offering and the proceeds from the SWIDA Loan contributed $239,000
in the three months ended February 28, 1997. Interest expense related to the
SWIDA Loan for the three months ended February 28, 1997 was $160,000, net of
interest capitalized to the redevelopment project at Gateway of $330,000.
LIQUIDITY AND CAPITAL RESOURCES
For working capital during the three months ended February 28, 1997, the Company
relied on cash from the proceeds of the initial public stock offering, cash
generated from other operating revenues and on admissions revenue collected in
advance of major events. The proceeds of the SWIDA Loan were used to fund the
redevelopment at Gateway.
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<PAGE>
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 $1,437,000 on February 28, 1997,
and the balance of the SWIDA Loan of approximately $21,460,000. Other long and
short term debt, totaling in the aggregate $93,000 on February 28, 1997,
consists of various secured and unsecured borrowings.
The Company's cash and cash equivalents as of February 28, 1997 are $11,659,000,
a net increase of $1,445,000 from November 30, 1996. Increased cash is primarily
the result of advance ticket sales for upcoming major events offset by cash used
to fund the first quarter operating deficit.
Restricted cash pursuant to the terms of the SWIDA Loan as of February 28, 1997
was $5,048,000. Cash used by the Company from restricted and non-restricted
cash in capital improvements totaled $6,709,000 for the three months ended
February 28, 1997 for the redevelopment at Gateway.
OUTLOOK FOR THE REMAINDER OF 1997
With the 1997 racing season starting with the Toyota Grand Prix of Long Beach on
the weekend of April 11-13, 1997, the Company expects the second and third
quarters of fiscal 1997 to reflect increased operating revenues and
corresponding direct expenses. Construction at Gateway and Memphis will
continue, with the principal redevelopment project at Gateway scheduled for
completion during the second quarter prior to the CART Indy car major event
scheduled for May 22-24, 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 (iii) funds required to service corporate
obligations, including the $21,500,000 obligation under the SWIDA Loan.
RISK FACTORS
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, including statements regarding the Company's expectations, hopes,
intentions or strategies regarding the future. All forward looking statements
included in this document are
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<PAGE>
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. 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.
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<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceeding that it believes
could have, either individually or in the aggregate, a material adverse effect
on its business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On December 9, 1996, the Company held its annual meeting of shareholders. At the
meeting, the following directors were elected:
Three-year term: Daniel S. Gurney, George S. Pellin, and James Sullivan.
Two-Year Term: Neil Matlins, James P. Michaelian, and Christopher R. Pook.
One-Year Term: Joseph F. Ainge, Wayne Kees, and John R. Queen, III.
<TABLE>
<CAPTION>
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
Daniel S. Gurney 2,345,474 -0- 3,900 -0-
George S. Pellin 2,324,132 -0- 25,242 -0-
James Sullivan 2,345,474 -0- 3,900 -0-
Neil Matlins 2,345,474 -0- 3,900 -0-
James P. Michaelian 2,345,474 -0- 3,900 -0-
Christopher R. Pook 2,345,474 -0- 3,900 -0-
Joseph F. Ainge 2,345,474 -0- 3,900 -0-
Wayne Kees 2,345,474 -0- 3,900 -0-
John R. Queen III 2,345,474 -0- 3,900 -0-
</TABLE>
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<PAGE>
The following proposals were approved at the annual meeting:
<TABLE>
<CAPTION>
Affirmative Votes Negative Votes Votes Withheld
----------------- -------------- --------------
<S> <C> <C> <C>
1. To ratify the change in
fiscal year from June 30
to November 30 2,333,448 8,114 7,812
2. To ratify the appointment
of Arthur Andersen LLP as
independent auditors for the
ensuing fiscal year 2,345,474 2,400 3,912
</TABLE>
ITEM 5. OTHER INFORMATION
RECENT DEVELOPMENTS On March 31, 1997, the Company named Ronald C. Shirley
Chief Financial Officer. For the past five years, Mr. Shirley was Vice
President, Treasurer and Chief Financial Officer of Golden West Baseball Co., a
Delaware corporation, which owned the California Angels baseball team. Earlier
in his career, Mr. Shirley served nine years with Arthur Andersen LLP reaching
the level of Senior Manager. Mr. Shirley is a certified public accountant and
received his bachelors degree from California State University, Long Beach,
School of Business, where he majored in accounting.
Additionally, the Company named Marlene A. Davis as Vice President, Information
Systems and Ticketing, in which newly created position she will be responsible
for ticketing operations and information systems.
On March 11, 1997, the Company filed Form S-8 to register 602,451 shares of
common stock which will be issued pursuant to its 1993 Stock Option Plan.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The only exhibit to this report which has not been previously filed is
Exhibit 27, Financial Data Schedule. Others are incorporated by reference to
previously filed documents.
(b) One report Form 8-K was filed on December 18, 1996 relating to the
change in the Company's fiscal year end from June 30 to November 30, which was
adopted at the annual meeting of shareholders.
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<PAGE>
SIGNATURE
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.
By /s/ Christopher R. Pook
_______________________________________
Christopher R. Pook
Chairman of the Board, Chief Executive
Officer and President
By /s/ Ronald C. Shirley
_______________________________________
Ronald C. Shirley
Chief Financial Officer
Dated: April 11, 1997
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<PAGE>
EXHIBIT INDEX
The following exhibits to this Form 10-QSB are filed herewith:
Exhibit No. Exhibit
- ----------- -----------------------------------------------------------------
1.1** Form of Underwriting Agreement
1.2** Form of Warrant to L.H. Friend, Weinress, Frankson & Presson, Inc.
3.1** Restated Articles of Incorporation of the Company
3.2** Certificate of Correction of Restated Articles of Incorporation
3.3** By-laws of the Company
4.1** Form of Stock Certificate
5.1** Opinion letter of Law Offices of Edward S. Gelfand regarding the
legality of the securities registered
10.1** Amended and restated Agreement dated September 15, 1996 between
the Company and the City of Long Beach
10.2** Official Organizer/Promoter Agreement dated April 5, 1995 between
the Company and Championship Auto Racing Teams, Inc. (Certain
confidential portions of this agreement have been deleted)
10.3** Agreement dated August 2, 1995 between the Company and Toyota
Motor Sales, U.S.A., Inc. (Certain confidential portions of this
agreement have been deleted)
10.4** 1993 Stock Option Plan of the Company
10.5** 1996 Employee and Director Stock Incentive Plan
10.6** Employee Agreement dated as of May 16, 1996 between the Company and
Christopher R. Pook
10.7** Employment Agreement dated as of May 16, 1996 between the Company
and James P. Michaelian
10.8** Agreement dated as of may 6, 1996 between the Company and Memphis
International Motorsports Park and amendment thereto
10.9** Moral Obligation of State of Illinois dated May 1, 1996 to the
Southwestern Illinois Development Authority regarding Taxable
Sports Facility Revenue Bonds, Series 1996
10.10** Redevelopment Agreement between the City of Madison, Illinois and
the Company dated February 27, 1996
10.11** U.S. Small Business Administration ("SBA") "504" Note (loan number
CDC-L-GP-489638-30-08-LA) in the principal amount of $750,000 made
by the Company to Long Beach Local Development Corporation
10.12** Short Form Deed of Trust and Assignment of Rents dated July 20,
1992 (92-2037097) between the Company, as trustor, and Long Beach
Local Development Corporation, as beneficiary, and Assignment of
said Deed of Trust (92-2037098) to SBA
10.13** Development Company 504 Debenture dated December 16, 1992 in the
principal amount of $750,000 made by Long Beach Local Development
Corporation to fund the SBA loan to the Company
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<PAGE>
10.14** Loan Agreement dated June 20, 1992 made between Long Beach
Development Corporation and the Company with respect to SBA loan to
the Company
10.15** Promissory Note dated June 30, 1992 made by the Company to Harbor
Bank in the principal amount of $814,000
10.16** Deed of Trust dated June 30, 1992 (92-1214039) between the Company,
as trustor, and Harbor Bank, as beneficiary, securing $814,000 note
10.17** Three Tier Bonus Plan of Company
10.18** Revolving Line of Credit Agreement with West Pointe Bank and Trust
Company dated February 24, 1995, as amended by
Extension/Modification Agreement dated February 24, 1996
10.19** Memorandum of Understanding dated February 26, 1996 by and between
the United States of American, Gateway International Motorsports
Corporation and BBJJ Land Trust
10.20** Form of Stock Option Agreement for 1993 Stock Option Plan
10.21** Lease Agreement dated as of June 12, 1996 by and between Helen M.
Bergfield, trustee and Gateway International Motorsports
Corporation
10.22** Lease Agreement dated as of April 1, 1996 by and between Ruth C.
Franke and Gateway International Motorsports Corporation
10.23** Lease Agreement dated as of June 1, 1996 by and between Joseph E.
Trover and Gateway Intentional Motorsports Corporation
10.24** Form of Loan Agreement by and between Southwestern Illinois
Development Authority and Gateway International Motorsports
Corporation
10.25** Form of Guaranty Agreement made by the Company and Automotive
Safety & Transportation Systems, Inc. to Magna Trust Company,
Trustee, dated as of May 1, 1996
10.26** Form of Mortgage and Security Agreement by and between Gateway
International Motorsports Corporation, as mortgagor and
Southwestern Illinois Development Authority, as mortgagee dated as
of May 1, 1996
10.27** Indenture of Trust dated as of May 1, 1996 by Southwestern
Illinois Development Authority, as mortgagee dated as of May 1,
1996
10.28** Form of Tax Escrow Agreement to be entered into between the City
of Madison, Illinois, Magna Trust Company, as escrow agent and
Gateway International Motorsports Corporation
10.29*** Sanction Application and Agreement Form - NASCAR Busch Series,
Grand National Division between the National Association for
Stock Car Racing, Inc. and Applicant, dated December 17, 1996,
10.30*** Official Sanction Application Under the Rules and Regulations of
USAC, between United States Auto Club and Applicant, dated
November 18, 1996
10.31*** Sanction Agreement Application for National Championship Stock Cars
between Automobile Racing Club of America and Applicant, dated
November 25, 1996
-19-
<PAGE>
10.32*** Ground Lease between Land Trust No. 898 Magna Bank, Trustee and
Gateway International Motorsports Corporation, an Illinois
Corporation dated February 7, 1997
10.33*** Lease Agreement between Gateway National Golf Links, LLC and
Gateway International Motorsports Corporation, an Illinois
Corporation dated January 27, 1997
21.** Subsidiaries of Registrant
23.1** Consent of Arthur Andersen LLP
27. Financial Data Schedule at February 28, 1997
- -------------------------
** Incorporated herein by reference to the Company's Registration Statement on
Form SB-2 filed with the Commission on May 17, 1996, as amended on June 24,
1996.
*** Incorporated herein by reference to the Company's Form 10-KSB/A filed April
8, 1997. Confidential treatment has been requested for certain portions
of these exhibits.
-20-
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<PAGE>
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<S> <C>
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<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 11,659
<SECURITIES> 0
<RECEIVABLES> 3,053
<ALLOWANCES> 0
<INVENTORY> 78
<CURRENT-ASSETS> 18,363
<PP&E> 33,367
<DEPRECIATION> 4,688
<TOTAL-ASSETS> 53,271
<CURRENT-LIABILITIES> 10,205
<BONDS> 22,932
2,500
0
<COMMON> 15,544
<OTHER-SE> 1,162
<TOTAL-LIABILITY-AND-EQUITY> 53,271
<SALES> 0
<TOTAL-REVENUES> 403
<CGS> 0
<TOTAL-COSTS> (223)
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (241)
<INCOME-PRETAX> (1,211)
<INCOME-TAX> 447
<INCOME-CONTINUING> (764)
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<EXTRAORDINARY> 0
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<NET-INCOME> (764)
<EPS-PRIMARY> (.22)
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