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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, 2000.
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period ______ to ______.
Commission File No. 1-13925
CHAMPIONSHIP AUTO RACING TEAMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-3389456
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(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
755 West Big Beaver Rd., Suite 800, Troy, MI 48084
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(Address of principal executive offices)
(Zip Code)
(248) 362-8800
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK $0.01 PAR VALUE 15,758,800 SHARES
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CLASS OUTSTANDING AT NOVEMBER 1, 2000
This report contains 17 pages.
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<TABLE>
TABLE OF CONTENTS
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
<S> <C>
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999 3
Consolidated Statements of Income for the Three and Nine Months
Ended September 30, 2000 and 1999 4
Consolidated Statement of Stockholders' Equity for the Nine Months
Ended September 30, 2000 5
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 15
ABOUT MARKET RISKS
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 16
SIGNATURES 17
</TABLE>
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 20,133 $ 7,216
Short-term investments 103,668 91,758
Accounts receivable (net of allowance for doubtful accounts
of $112 and $250 at September 30, 2000 and
December 31, 1999, respectively) 12,988 8,780
Current portion of notes receivable 980 819
Inventory 267 311
Prepaid expenses 698 262
Deferred income taxes 76 114
-------- --------
Total current assets 138,810 109,260
NOTES RECEIVABLE 1,829 2,485
PROPERTY AND EQUIPMENT - Net 6,206 5,228
GOODWILL (net of accumulated amortization of $445 and $299
at September 30, 2000 and December 31, 1999, respectively) 7,296 7,442
OTHER ASSETS (net of accumulated amortization
of $81 and $62 at September 30, 2000 and December 31, 1999, respectively) 369 472
-------- --------
TOTAL ASSETS $154,510 $124,887
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,136 $ 2,131
Accrued liabilities:
Race expenses and point awards 2,726 --
Royalties 328 949
Payroll 1,808 660
Taxes 2,786 358
Other 1,583 801
Deferred revenue 10,235 4,881
Deposits 878 --
-------- --------
Total Current Liabilities 22,480 9,780
DEFERRED INCOME TAXES 1,251 777
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 50,000,000 shares
authorized, 15,588,800 and 15,586,568 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively 156 156
Additional paid-in capital 99,708 99,671
Retained earnings 30,732 14,825
Unrealized gain (loss) on investments 183 (322)
-------- --------
Total stockholders' equity 130,779 114,330
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $154,510 $124,887
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2000 1999 2000 1999
-------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Sanction fees $14,611 $14,099 $31,805 $31,198
Sponsorship revenue 5,754 5,664 15,781 15,003
Television revenue 2,597 2,229 4,626 4,542
Engine leases, rebuilds and wheel sales 622 590 1,709 1,675
Other revenue 4,172 2,333 6,585 5,320
------- ------- ------- -------
Total revenues 27,756 24,915 60,506 57,738
EXPENSES:
Race distributions 6,971 6,966 12,983 13,757
Race expenses 3,453 2,450 7,674 5,619
Cost of engine rebuilds and wheel sales 237 183 618 540
Administrative and indirect expenses 6,568 5,911 15,991 16,285
Compensation expense -- -- 2,758 --
Depreciation and amortization 316 274 907 763
------- ------- ------- -------
Total expenses 17,545 15,784 40,931 36,964
OPERATING INCOME 10,211 9,131 19,575 20,774
Interest income (net) 1,988 1,370 5,281 3,987
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 12,199 10,501 24,856 24,761
Income tax expense 4,429 3,937 8,949 9,091
------- ------- ------- -------
NET INCOME $ 7,770 $ 6,564 $15,907 $15,670
======= ======= ======= =======
EARNINGS PER SHARE:
BASIC $ .50 $ 0.42 $ 1.02 $ 1.02
======= ======= ======= =======
DILUTED $ .50 $ 0.41 $ 1.02 $ 0.99
======= ======= ======= =======
WEIGHTED AVERAGE SHARES OUSTANDING:
BASIC 15,589 15,565 15,588 15,374
======= ======= ======= =======
DILUTED 15,622 16,101 15,627 15,907
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
(IN THOUSANDS)
<CAPTION>
COMMON STOCK ADDITIONAL UNREALIZED
------------ PAID-IN RETAINED GAIN (LOSS) ON STOCKHOLDERS' COMPREHENSIVE
SHARES AMOUNT CAPITAL EARNINGS INVESTMENTS EQUITY INCOME
------ ------ ------- -------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1999 15,586 $156 $99,671 $14,825 $(322) $114,330
Net income -- -- -- 15,907 -- 15,907 $15,907
Comprehensive income -- -- -- -- 505 505 505
-------
Exercise of options 2 -- 37 -- -- 37 $16,412
=======
------ ---- ------- ------- ----- --------
BALANCES, SEPTEMBER 30, 2000 15,588 $156 $99,708 $30,732 $ 183 $130,779
====== ==== ======= ======= ===== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 15,907 $ 15,670
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 907 763
Net gain (loss) from sale of property and equipment (93) 1
Deferred income taxes 512 423
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (4,208) (1,974)
Prepaid expenses (436) (452)
Inventory 44 (257)
Other assets 103 (205)
Accounts payable 5 (194)
Accrued liabilities 6,463 2,832
Deferred revenue 5,354 (298)
Deposits 878 --
-------- --------
Net cash provided by operating activities 25,436 16,309
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of subsidiaries -- (1,852)
Investments (11,405) (34,154)
Notes receivable 495 870
Acquisition of property and equipment (1,914) (843)
Proceeds from sale of property and equipment 287 --
Acquisition of trademark (19) (40)
-------- --------
Net cash used in investing activities (12,556) (36,019)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt -- (97)
Issuance of common stock (net of underwriting discount and offering costs) 37 9,905
-------- --------
Net cash provided by financing activities 37 9,808
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12,917 (9,902)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,216 15,080
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20,133 $ 5,178
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-
Cash paid during the period for:
Income taxes $ 5,463 $ 8,130
======== ========
Interest $ -- $ 39
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION. The accompanying unaudited 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 Championship Auto Racing
Teams, Inc. and subsidiaries (the "Company") as of September 30, 2000 and the
results of its operations and its cash flows for the three months and nine
months ended September 30, 2000 and 1999.
The unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Company's
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, 2000 and
1999 are not indicative of the results to be expected for the year.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements of
the Company include the financial statements of Championship Auto Racing Teams,
Inc. and its wholly owned subsidiaries - CART, Inc., American Racing Series,
Inc., Pro-Motion Agency, Ltd. and CART Licensed Products, Inc. All significant
intercompany balances have been eliminated in consolidation.
ACCOUNTING PRONOUNCEMENT. In June 1998, Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities" was issued. In June 1999, SFAS No. 133 was amended by
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 137 delays
the effective date of SFAS No. 133 until fiscal years beginning after June 15,
2000. The Company will adopt SFAS No. 133 effective January 1, 2001. Management
has not yet assessed the impact the adoption of this SFAS will have on the
Company's consolidated financial statements.
RECLASSIFICATIONS. Certain reclassifications have been made to the 1999
unaudited consolidated financial statements in order for them to conform to the
2000 presentation.
2. SHORT-TERM INVESTMENTS
The following is a summary of the estimated fair value of
available-for-sale short-term investments by balance sheet classification:
<TABLE>
<CAPTION>
GROSS UNREALIZED
----------------
COST FAIR VALUE GAIN LOSS
(IN THOUSANDS) -------- ---------- ---- ----
SEPTEMBER 30, 2000
------------------
<S> <C> <C> <C> <C>
Corporate bonds $ 1,504 $ 1,499 $ -- $ 5
U.S. agencies securities 101,981 102,169 188 --
-------- -------- ---- ----
Total short-term investments $103,485 $103,668 $188 $ 5
======== ======== ==== ====
<CAPTION>
DECEMBER 31, 1999
-----------------
Commercial paper $ 35,936 $ 35,941 $ 5 $ --
Municipal bonds 21,598 21,494 -- 104
Corporate bonds 19,047 18,891 -- 156
U.S. agencies securities 11,500 11,432 -- 68
Certificate of deposit 3,999 4,000 1 --
-------- -------- ---- ----
Total short-term investments $ 92,080 $ 91,758 $ 6 $328
======== ======== ==== ====
</TABLE>
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Contractual maturities range from less than one year to two years. The
weighted average maturity of the portfolio does not exceed one year.
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following at September 30, 2000
and December 31, 1999:
<TABLE>
<CAPTION>
(IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Engines $ 2,296 $ 2,296
Equipment 4,205 3,037
Furniture and fixtures 413 396
Vehicles 2,382 2,240
Other 219 181
------- -------
Total 9,515 8,150
Less accumulated depreciation (3,309) (2,922)
------- -------
Property and equipment (net) $ 6,206 $ 5,228
======= =======
</TABLE>
4. SEGMENT REPORTING
The Company has one reportable segment, racing operations.
This reportable segment encompasses all the business operations of
organizing, marketing and staging all of our open-wheel racing events.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company's long-lived
assets are substantially used in the racing operations segment in the United
States. The Company evaluates performances based on income before income taxes.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
($ in thousands) RACING OPERATIONS OTHER* TOTAL
---------------- ----------------- ------ -----
2000
----
<S> <C> <C> <C>
Revenues $27,484 $272 $27,756
Interest income (net) 1,983 5 1,988
Depreciation and amortization 289 27 316
Segment income before income taxes 12,199 -- 12,199
<CAPTION>
1999
----
<S> <C> <C> <C>
Revenues $24,427 $488 $24,915
Interest income (expense) (net) 1,383 (13) 1,370
Depreciation and amortization 250 24 274
Segment income before income taxes 10,351 150 10,501
</TABLE>
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<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
($ in thousands) RACING OPERATIONS OTHER* TOTAL
---------------- ----------------- ------ -----
2000
----
<S> <C> <C> <C>
Revenues $59,796 $ 710 $60,506
Interest income (net) 5,269 12 5,281
Depreciation and amortization 826 81 907
Segment income (loss) before income taxes 25,047 (191) 24,856
<CAPTION>
1999
----
<S> <C> <C> <C>
Revenues $56,538 $1,200 $57,738
Interest income (expense) (net) 4,009 (22) 3,987
Depreciation and amortization 701 62 763
Segment income before income taxes 24,634 127 24,761
</TABLE>
*Segment is below the quantitative thresholds for determining reportable
segments and commenced operations on January 1, 1997. This segment is related to
the Company's licensing royalties.
Reconciliations to consolidated financial statement totals are as
follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Total assets for reportable segment $153,111 $122,700
Other assets 1,399 2,187
-------- --------
Total consolidated assets $154,510 $124,887
======== ========
Total liabilities for reportable segment $ 23,215 $ 9,374
Other liabilities 516 1,183
-------- --------
Total consolidated liabilities $ 23,731 $ 10,557
======== ========
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
LITIGATION. On September 8, 2000, a complaint for damages was filed
against the Company by the heirs of Gonzolo Rodriguez, a race car driver that
died on September 11, 1999 while driving his race car at the Laguna Seca Raceway
in a practice session for the CART race event. The suit seeks damages in an
unspecified amount for negligence and wrongful death.
On October 30, 2000, a complaint for damages was filed against the
Company by the estate of Greg Moore, a race car driver that died on October 31,
1999 while driving his race car at the California Speedway during the CART race
event. The suit seeks actual and punitive damages from the Company in an
unspecified amount for breach of duty, wanton and reckless misconduct, breach of
implied contract, battery, wrongful death and negligent infliction of emotional
distress.
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The Company intends to vigorously defend itself in each of these
lawsuits, and denies the allegations of negligence and all related claims.
Management does not believe that the outcome of these lawsuits will have a
material adverse affect on the Company's financial position or future results of
operations.
Frontier Insurance Company ("Frontier") filed a declaratory judgment
action against CART, Inc. on December 17, 1999. The complaint sought a judgment
declaring that Frontier had no liability to CART under a performance bond issued
by Frontier in the amount of $5 million. CART filed a counterclaim against
Frontier seeking judgment declaring that the bond was valid and enforceable and
that CART was entitled to a judgment in the amount of at least $5 million
pursuant to a liquidated damages provision. The performance bond was issued in
connection with an Organizer/Promoter Agreement between CART and Hawaiian Super
Prix, LLC ("HSP") whereby, HSP would promote an automobile race event known as
the Hawaiian Super Prix in November 1999. The racing event never took place, and
HSP is now in a Chapter 7 bankruptcy proceeding in the United States Bankruptcy
Court for the District of Hawaii. In August 2000, Frontier and CART, Inc.
reached a settlement of all litigation claims, pursuant to which Frontier paid
CART $1.4 million dollars, net of expenses.
6. SUBSEQUENT EVENTS
On October 3, 2000, the Company's Chief Financial Officer announced his
resignation. As a result of the resignation, a total of 170,000 stock options
were exercised and 100,000 stock options were forfeited under the Company's
Stock Option Plan.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with the unaudited
consolidated financial statements of the Company, including the respective notes
thereto which are included in this Form 10-Q.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999
REVENUES. Total revenues for the quarter ended September 30, 2000 were $27.8
million, an increase of $2.8 million, or 11% from the same period in the prior
year. This increase was due to higher sanction fees, sponsorship revenue,
television revenue, engine leases, rebuilds and wheel sales and other revenue,
as described below.
Sanction fees for the quarter ended September 30, 2000 were $14.6
million, an increase of $512,000 from the same period in the prior year. This
increase was the result of annual escalation of sanction fees, offset by a
different mix of race venues with higher paying races exchanged for lower paying
races in the third quarter of 2000, when compared to the same period in the
prior year. There were nine CART races held in both the third quarter of 2000
and the comparable period in the prior year.
Sponsorship revenue for the quarter ended September 30, 2000 was $5.8
million, an increase of $90,000, or 2%, from the same period in the prior year.
This increase was primarily attributable to the sponsorship representation
agreement entered into with ISL Worldwide that guarantees certain minimum
sponsorship income, partially offset by the Toyota Atlantics Series conducting
one event less in the third quarter of 2000 compared to the same period in the
prior year.
Television revenue for the quarter ended September 30, 2000 was $2.6
million, an increase of $368,000, or 17%, from the same period in the prior
year. This increase was primarily due to an increase in the minimum guarantee in
our television contracts with ESPN, Inc. and Fittipaldi USA, Inc., our Brazilian
TV partner. The increase was also partially attributable to advertising revenue
received from our TV Magazine show "Inside CART" in the third quarter of 2000.
This show did not air during the same period in the prior year.
Engine leases, rebuilds and wheel sales revenue for the quarter ended
September 30, 2000 was $622,000, an increase of $32,000 or 5% from the same
period in the prior year. This increase was primarily the result of having one
more Dayton Indy Lights race and additional engine rebuilds in the third quarter
of 2000 compared to the same period in the prior year, partially offset by
having fewer Dayton Indy Lights entries in the third quarter of 2000 compared to
the same period in the prior year.
Other revenue for the quarter ended September 30, 2000 was $4.2
million, an increase of $1.8 million or 79%, from the same period in the prior
year. This increase was primarily attributable to a $1.4 million insurance
settlement (net of expenses) from Frontier Insurance Company related to
settlement of litigation concerning a performance bond that was provided with
respect to the Hawaiian Super Prix.
EXPENSES. Total expenses for the quarter ended September 30, 2000 were
$17.5 million, an increase of $1.8 million, or 11%, from the same period in the
prior year. This increase was due to an increase in race distributions, race
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expenses, cost of engine rebuilds and wheel sales and administrative and
indirect expenses.
Race distributions for the quarter ended September 30, 2000 were $7.0
million, an increase of $5,000 from the same period in the prior year.
Race expenses for the quarter ended September 30, 2000 were $3.5
million, an increase of $1.0 million, or 41%, from the same period in the prior
year. This increase is partially due to added personnel and operating expenses
in race operations and logistics and the addition of two new departments, timing
and scoring and pace car in the year 2000.
Cost of engine rebuilds and wheel sales for the quarter ended September
30, 2000 were $237,000, an increase of $54,000 or 30% from the same period in
the prior year. This increase is due to increased engine rebuilds as noted
above.
Administrative and indirect expenses for the quarter ended September
30, 2000 were $6.6 million, an increase of $657,000, or 11%, from the same
period in the prior year. This increase was primarily attributable to an
increase in marketing and advertising and public relations expenses due to an
increased investment in this area and the timing of our 2000 marketing
initiatives compared to the same period in the prior year. In 1999, the
marketing initiatives were focused on a national basis that was tied to specific
race events. In 2000, the marketing initiative focuses on all CART markets
throughout the year.
Depreciation and amortization for the quarter ended September 30, 2000
was $316,000, compared to depreciation and amortization of $274,000 for the same
period in the prior year.
OPERATING INCOME. Operating income for the quarter ended September 30,
2000 was $10.2 million, an increase in income of $1.1 million from the
corresponding period in the prior year due to the factors described above.
INTEREST INCOME (NET). Interest income (net) for the quarter ended
September 30, 2000 was $2.0 million, an increase of $618,000, or 45%, from the
same period in the prior year. This is due to an increase in investments using
our cash flows from operations.
INCOME TAX EXPENSE. Income tax expense for the quarter ended September
30, 2000 was $4.4 million, compared to an income tax expense of $3.9 million for
the corresponding period in the prior year.
NET INCOME. Net income for the quarter ended September 30, 2000 was
$7.8 million, an increase of $1.2 million from the corresponding period in the
prior year as a result of the factors described above.
Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999
REVENUES. Total revenues for the nine months ended September 30, 2000
were $60.5 million, an increase of $2.8 million from the same period in the
prior year. This was due to an increase in sanction fees, sponsorship revenue,
television revenue, engine leases, rebuilds and wheel sales, and other revenue,
as described below.
Sanction fees for the nine months ended September 30, 2000 were $31.8
million, an increase of $607,000, or 2%, from the same period in the prior year.
This increase was primarily the result of annual escalation of sanction fees.
This increase was partially offset by seventeen events taking place in the nine
months ended September 30, 2000 compared to eighteen events in the same period
in the prior year.
Sponsorship revenue for the nine months ended September 30, 2000 was
$15.8 million, an increase of $778,000, or 5%, from the same period in the prior
year. This increase was primarily attributable to our sponsorship representation
agreement we entered into with ISL Worldwide that guarantees certain
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sponsorship income, partially offset by the Toyota Atlantics Series conducting
one less event less in the nine months ended September 30, 2000 compared to the
same period in the prior year.
Television revenue for the nine months ended September 30, 2000 was
$4.6 million, an increase of $84,000, or 2%, from the same period in the prior
year. This increase was primarily due to an increase in the minimum guarantee in
our television contracts with ESPN, Inc. and Fittipaldi USA, Inc., our Brazilian
TV partner. The increase was also partially attributable to advertising revenue
received from our TV Magazine show "Inside CART" for the nine months ended
September 30, 2000. This show did not air during the same period in the prior
year. The increase was partially offset by seventeen events taking place in the
nine months ended September 30, 2000 compared to eighteen events in the same
period in the prior year.
Engine leases, rebuilds and wheel sales for the nine months ended
September 30, 2000 was $1.7 million, an increase of $34,000 from the same period
in the prior year. This increase was primarily the result of having more engine
rebuilds in the nine months ended September 30, 2000 compared to the same period
in the prior year, partially offset by having one less Dayton Indy Lights race
in the nine months ended September 30, 2000 compared to the same period in the
prior year.
Other revenue for the nine months ended September 2000 was $6.6
million, an increase of $1.3 million, or 24%, from the same period in the prior
year. This increase was primarily attributable to a $1.4 million insurance
settlement (net of expenses) from Frontier Insurance Company related to
settlement of litigation concerning a performance bond that was provided with
respect to the Hawaiian Super Prix. The increase was partially offset by a
decrease in royalty revenue for the nine months ended September 30, 2000 when
compared to the same period in the prior year and a decrease in entry fees,
membership revenue and commissions due to fewer races being held in the nine
months ended September 30, 2000 when compared to the same period in the prior
year.
EXPENSES. Total expenses for the nine months ended September 30, 2000
were $40.9 million, an increase of $4.0 million, or 11%, from the same period in
the prior year. This increase was due to an increase in race expenses, cost of
engine rebuilds and wheel sales and compensation expense, partially offset by a
decrease in race distributions and administrative and indirect expenses, as
described below.
Race distributions for the nine months ended September 30, 2000 were
$13.0 million, a decrease of $774,000 or 6%, from the same period in the prior
year. This decrease was primarily due to one less race being held in the CART,
Dayton Indy Lights and Toyota Atlantic Series in the nine months ended September
30, 2000 when compared to the same period in the prior year.
Race expenses for the nine months ended September 30, 2000 were $7.7
million, an increase of $2.1 million, or 37%, from the same period in the prior
year. This increase is partially due to added personnel and operating expenses
in race operations and logistics, the addition of two new departments, timing
and scoring and pace car in the year 2000, partially offset by having one less
race being held in CART, Indy Lights and Atlantic Series in the nine months
ended September 30, 2000 when compared to the same period in the prior year.
Cost of engine rebuilds and wheel sales for the nine months ended
September 30, 2000 were $618,000, an increase of $78,000 or 14% from the same
period in the prior year. This increase is due to increased engine rebuilds as
noted above.
Administrative and indirect expenses for the nine months ended
September 30, 2000 were $16.0 million, a decrease of $294,000 or 2%, from the
same period in the prior year. This decrease was partially attributable to a
reduction in sales costs and other related expenses in running one less race in
the nine months ended September 30, 2000 compared to the same period in 1999.
The decrease was partially offset by an increase in marketing and advertising
expenditures due to an increased investment in this area and the timing of our
2000 marketing initiatives compared to the same period in the prior year. In
1999, the marketing initiatives were focused on a national basis that was tied
to specific race events. In 2000, the marketing initiative focuses on all CART
markets throughout the year.
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Compensation expense for the nine months ended September 30, 2000 was
$2.8 million. This non-recurring expense relates to payments made under a
severance agreement with the former President/Chief Executive Officer who
resigned June 17, 2000.
Depreciation and amortization for the nine months ended September 30,
2000 was $907,000, compared to depreciation and amortization of $763,000 for the
same period in the prior year.
OPERATING INCOME. Operating income for the nine months ended September
30, 2000 was $19.6 million, a decrease of $1.2 million from the same period in
the prior year.
INTEREST INCOME (NET). Interest income (net) for the nine months ended
September 30, 2000 was $5.3 million, an increase of $1.3 million, or 33%, from
the same period in the prior year. This is due to an increase in investments
using our cash flows from operations.
INCOME BEFORE INCOME TAXES. Income before income taxes for the nine
months ended September 30, 2000 was $24.9 million, compared to income before
income taxes of $24.8 million from the same period in the prior year.
INCOME TAX EXPENSE. Income tax expense for the nine months ended
September 30, 2000 was $8.9 million, compared to an income tax expense of $9.1
million from the same period in the prior year.
NET INCOME. Net income for the nine months ended September 30, 2000 was
$15.9 million compared to net income of $15.7 million from the same period in
the prior year.
SEASONALITY AND QUARTERLY RESULTS
A substantial portion of our total revenues during the race season is
expected to remain seasonal, based on our race schedule. Our quarterly results
vary based on the number of races held during the quarter. During the third
quarter ended September 30, 2000 and September 30, 1999, we held nine races.
LIQUIDITY AND CAPITAL RESOURCES
We have relied on the proceeds from our initial public offering and
cash flow from operations to finance working capital, investments and capital
expenditures during the past year.
We have a $1.5 million revolving line of credit with a commercial bank.
As of September 30, 2000, there was no outstanding balance under the line of
credit. The line of credit contains no significant covenants or restrictions.
Advances on the line of credit are payable on demand and bear interest at the
bank's prime rate. The line is secured by our deposits with the bank.
Our cash balance on September 30, 2000 was $20.1 million, a net
increase of $12.9 million from December 31, 1999. This increase was primarily
the result of net cash provided by operations of $25.4 million, which was offset
by net cash used in investing activities of $12.6 million.
We anticipate capital expenditures of approximately $1.5 million during
the next twelve months. We believe that existing cash, cash flow from operations
and available bank borrowings will be sufficient for capital expenditures and
other cash needs. In addition, we anticipate incurring additional expenditures
in the fourth quarter to increase our marketing budget to increase the
visibility and appeal of our products.
The economic environment in Brazil provides some uncertainty in terms
of collectability of future sanction fees and payments of the receivable from
our Brazilian promoter. The receivable is to be repaid in five equal
installments over the life of the sanction agreement with a stated 5% per annum
interest rate. Letters of credit to be issued annually by the City of Rio De
Janeiro will cover the sanction fees and the receivable. In addition, in
February 1999, ISL Worldwide signed an agreement with the Brazil promoter
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where the two entities will be equal partners in promoting the Brazil event
through the year 2002. We have received the sanction fee payment for 2000 and
the annual payment of the note receivable. Pursuant to the agreement, the City
of Rio De Janeiro is required to issue a letter of credit for the 2001 event's
sanctioning fee. In addition, the payments received from the City of Rio De
Janeiro in 2000 exceeded the sanction fee and note receivable amounts due and
will be held as a deposit against future note receivable payments.
ACCOUNTING PRONOUNCEMENT.
In June 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
In June 1999, SFAS No. 133 was amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133." SFAS No. 137 delays the effective date of SFAS No.
133 until fiscal years beginning after June 15, 2000. The Company will adopt
SFAS No. 133 effective January 1, 2001. Management has not yet assessed the
impact the adoption of this SFAS will have on the Company's consolidated
financial statements.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
With the exception of historical information contained in this Form
10-Q, certain matters discussed are forward-looking statements. These
forward-looking statements involve risks that could cause the actual results and
plans for the future to differ from these forward-looking statements. The
following factors, and other factors not mentioned, could cause the
forward-looking statements to differ from actual results and plans:
o competition in the sports and entertainment industry
o participation by race teams
o continued industry sponsorship
o regulation of tobacco and alcohol advertising and sponsorship
o competition by the Indy Racing League
o liability for personal injuries
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
INTEREST RATE RISK. Our investment policy was designed to maximize
safety and liquidity while maximizing yield within those constraints. At
September 30, 2000, our investments consisted of corporate bonds and U.S. Agency
issues. The weighted average maturity of our portfolio is 329 days. Because of
the relatively short-term nature of our investments, our interest rate risk is
immaterial.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On September 8, 2000, a complaint for damages was filed against the
Company in the Superior Court of the State of California, County of Monterey,
under the caption Ruben Jorge Rodriguez Salidias, legal heir to Gonzolo
Rodriguez; Lillian Bongol - Rodriquez, legal heir to Gonzolo Rodriguez,
Plaintiff(s), vs. Sports Car Racing Association of Monterey Peninsula (SCRAMP);
Championship Auto Racing Team [sic] (CART); et al., Defendant(s), Case No. M
50527. This lawsuit was filed by the heirs of Gonzolo Rodriguez, a race car
driver that died on September 11, 1999 while driving his race car at the Laguna
Seca Raceway in a practice session for the CART race event. The suit seeks
damages in an unspecified amount for negligence and wrongful death.
On October 30, 2000, a complaint for damages was filed against the
Company in the Superior Court of the State of California, County of San
Bernardino, under the caption Jeannie L. Reeves, as Special Administrator of the
Estate of Gregory William Moore and Richard Oaul Moore, individually,
Plaintiffs, vs. International Speedway Corporation, Inc., Championship Auto
Racing Teams, Inc., California Speedway Corporation also d.b.a. Penske
California Speedway, Penske Motorsports, Inc. also d.b.a. Penske Speedways,
Fink, Roberts & Petrie, Inc. and Donna Mae Moore, et al., Defendants, Case No.
SCVSS 71858. This lawsuit was filed by the estate of Greg Moore, a race car
driver that died on October 31, 1999 while driving his race car at the
California Speedway during the CART race event. The suit seeks actual and
punitive damages from the Company in an unspecified amount for breach of duty,
wanton and reckless misconduct, breach of implied contract, battery, wrongful
death and negligent infliction of emotional distress.
The Company intends to vigorously defend itself in each of these
lawsuits, and denies the allegations of negligence and all related claims.
Management does not believe that the outcome of these lawsuits will have a
material adverse affect on the Company's financial position or future results of
operations.
Frontier Insurance Company ("Frontier") filed a declaratory judgment
action against CART, Inc. on December 17, 1999. The complaint sought a judgment
declaring that Frontier had no liability to CART under a performance bond issued
by Frontier in the amount of $5 million. CART filed a counterclaim against
Frontier seeking judgment declaring that the bond was valid and enforceable and
that CART was entitled to a judgment in the amount of at least $5 million
pursuant to a liquidated damages provision. The performance bond was issued in
connection with an Organizer/Promoter Agreement between CART and Hawaiian Super
Prix, LLC ("HSP") whereby, HSP would promote an automobile race event known as
the Hawaiian Super Prix in November 1999. The racing event never took place, and
HSP is now in a Chapter 7 bankruptcy proceeding in the United States Bankruptcy
Court for the District of Hawaii. In August 2000, Frontier and CART, Inc.
reached a settlement of all litigation claims, pursuant to which Frontier paid
CART $1.4 million dollars, net of expenses.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
The following exhibits are filed herewith.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
A current report on Form 8-K was filed on July 25, 2000,
reporting a severance agreement between the Company and its
former CEO.
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SIGNATURES
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.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
Date: November 13, 2000 By: /s/ Thomas L. Carter
--------------------- -----------------------------
Thomas L. Carter
Chief Financial Officer
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