FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 14, 1997
INTERNATIONAL SPEEDWAY CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA O-2384 59-0709342
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD, DAYTONA BEACH, FLORIDA 32114
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (904) 254-2700
No Change
(Former name or address, if changed since last report)
This report is an amendment to the Registrant's report on Form 8-K dated July
14, 1997 that was filed with the Securities and Exchange Commission on July
29, 1997 (the "Initial Form 8-K Report"). This amending report contains the
required audited financial statements and unaudited pro forma financial
information referenced previously in the Initial Form 8-K Report.
Item 7.Financial Statements and Exhibits.
(a)Financial statements of businesses acquired. Attached as an exhibit to
this amending report on Form 8-K/A are the following:
PHOENIX INTERNATIONAL RACEWAY, INC.
Report of Independent Certified Public Accountants
Financial Statements:
Combined Balance Sheet at May 31, 1997
Combined Statement of Income
for the nine months ended May 31, 1997
Combined Statement of Shareholders' Equity
for the nine months ended May 31, 1997
Combined Statement of Cash Flows
for the nine months ended May 31, 1997
Notes to Combined Financial Statements
for the nine months ended May 31, 1997
<PAGE>
<PAGE>
(b)Pro forma financial information. Attached as an exhibit to this amending
report on Form 8-K/A are the following:
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS REFLECTING
THE BUSINESS COMBINATION OF INTERNATIONAL SPEEDWAY CORPORATION
AND PHOENIX INTERNATIONAL RACEWAY, INC.
Description of Unaudited Pro Forma Combined Financial Statements;
Pro Forma Combined Balance Sheet at May 31, 1997 (Unaudited) and Pro Forma
Combined Statements of Operations for the six months ended May 31, 1997 and
February 28, 1997 (Unaudited) and for the year ended August 31, 1996
(Unaudited) and Notes thereto.
(c) Exhibits.
Exhibit
Number Description of Exhibit Filing Status
1. (2) Asset Purchase Agreement previously filed
2. (99.1) Press Release announcing acquisition previously filed
3. (99.2) Combined Financial Statements of filed herewith
Phoenix International Raceway, Inc.
for the nine months ended May 31, 1997
4. (99.3) Unaudited Pro Forma Combined Financial filed herewith
Statements Reflecting the Business
Combination of International Speedway
Corporation and Phoenix International
Raceway, Inc. for the year ended
August 31, 1996 and the six months ended
May 31, 1997 and February 28, 1997 for
ISC and PIR respectively.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL SPEEDWAY CORPORATION
Date: 9/29/97 /s/ James C. France
---------------- ----------------------------------
James C. France, President
Report of Independent Certified Public Accountants
Phoenix International Raceway, Inc.
We have audited the accompanying combined balance sheet of Phoenix
International Raceway, Inc. as of May 31, 1997, and the related combined
statements of income, shareholders' equity and cash flows for the nine months
ended May 31, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Phoenix
International Raceway, Inc. at May 31, 1997, and the combined results of their
operations and their cash flows for the nine months ended May 31, 1997, in
conformity with generally accepted accounting principles.
/s/ Ernst & Young, LLP
Jacksonville, Florida
September 15, 1997
<PAGE>
<PAGE>
PHOENIX INTERNATIONAL RACEWAY, INC.
Combined Balance Sheet
<TABLE>
<CAPTION>
May 31,
1997
____________
(In Thousands)
<S> <C>
ASSETS
Current Assets:
Cash ........................................... $ 985
Receivables .................................... 228
Prepaid expenses and other current assets ...... 101
________
Total Current Assets ............................ 1,314
Property and Equipment - at cost - less accumulated
depreciation of $3,183,893 ..................... 7,588
Deferred income taxes ........................... 297
________
Total Assets .................................... $ 9,199
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable ............................... $ 248
Accrued property taxes ......................... 202
Deferred income ................................ 1,552
Note payable ................................... 263
Other current liabilities ...................... 24
________
Total Current Liabilities ....................... 2,289
Commitments and Contingencies
Shareholders' Equity (Notes 1 and 6)
Class A Common Stock, $1.00 par value, 2,500,000 shares
authorized; 1,000 shares issued at May 31, 1997 1
Class B Common Stock, $1.00 par value, 25,000 shares
authorized; 0 shares issued at May 31, 1997 .. --
Additional paid-in capital ..................... 44
Retained earnings .............................. 6,865
________
Total Shareholders' Equity ...................... 6,910
________
Total Liabilities and Shareholders' Equity ...... $ 9,199
========
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
PHOENIX INTERNATIONAL RACEWAY, INC.
Combined Statement of Income
<TABLE>
<CAPTION>
Nine Months ended
May 31, 1997
_________________
(In Thousands)
<S> <C>
REVENUES:
Admissions, net.................................... $5,963
Motorsports related income......................... 4,289
Food, beverage and souvenir income................. 1,409
Other income....................................... 4
______
11,665
EXPENSES:
Direct expenses:
Prize and point fund monies
and NASCAR sanction fees....................... 1,986
Motorsports related expenses..................... 3,949
Souvenir expenses................................ 223
General and administrative expenses................ 2,536
Depreciation....................................... 370
______
9,064
______
Operating income..................................... 2,601
Interest income...................................... 32
______
Income before income taxes........................... 2,633
Income taxes......................................... 711
______
Net Income........................................... $1,922
======
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
PHOENIX INTERNATIONAL RACEWAY, INC.
Combined Statement of Shareholders' Equity
Nine Months ended May 31, 1997
<TABLE>
<CAPTION>
CLASS A ADDITIONAL RETAINED
COMMON PAID-IN EARNINGS
STOCK CAPITAL
$1.00 PAR
VALUE
_________ __________ _________
(In Thousands)
<S> <C> <C> <C>
BALANCE AT AUGUST 31, 1996 ............ $1 $44 $6,950
Net Income .......................... -- -- 1,922
Distributions paid .................. -- -- (2,007)
_____ ____ _______
BALANCE AT MAY 31, 1997 ............... $1 $44 $6,865
===== ===== =======
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
PHOENIX INTERNATIONAL RACEWAY, INC.
Combined Statement of Cash Flows
<TABLE>
<CAPTION>
Nine Months ended
May 31, 1997
_________________________
(In Thousands)
<S> <C>
OPERATING ACTIVITIES
Net income...................................... $1,922
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation................................ 370
Deferred income taxes ...................... 711
Changes in operating assets and liabilities:
Receivables................................. 417
Prepaid expenses and other current assets... 300
Accounts payable............................ (42)
Accrued property taxes ..................... 22
Deferred income............................. (3,561)
Other current liabilities................... (245)
________
Net cash used in operating activities........... (106)
INVESTING ACTIVITIES
Purchases of property, plant and equipment .... (365)
________
Net cash used in investing activities........... (365)
FINANCING ACTIVITIES
Borrowings on line of credit .................. 750
Repayments on line of credit .................. (750)
Repayment of note payable ..................... (244)
Partnership distributions paid ................ (2,007)
________
Net cash used in financing activities........... (2,251)
Net decrease in cash ........................... (2,722)
Cash at beginning of period .................... 3,707
________
Cash at end of period .......................... $ 985
========
</TABLE>
See accompanying notes
<PAGE>
<PAGE>
Phoenix International Raceway, Inc.
Notes to Combined Financial Statements
Nine Months ended May 31, 1997
NOTE 1 -- DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS: Phoenix International
Raceway, Inc. ("PIR, Inc."), Phoenix International Raceway, L.L.C. ("PIR,
LLC"), and Phoenix International Raceway Limited Partnership ("PIR LP"), which
are commonly owned, (collectively, the "Company") promotes motorsports
activities at its Phoenix International Raceway ("PIR") motorsports complex
located just outside of Phoenix, Arizona. The PIR complex has a 1 mile oval
track and a 1.51 mile road course. PIR currently hosts an annual NASCAR
Winston Cup Series and two NASCAR Craftsman Truck Series events, an Indy
Racing League (IRL) event and a number of other events. The accompanying
combined financial statements include the assets, liabilities, revenues and
expenses applicable to the operation of the PIR motorsports complex.
Pursuant to the Asset Purchase Agreement dated July 14, 1997, between the
Company and Phoenix Speedway Corporation (PSC), a wholly-owned subsidiary of
International Speedway Corporation, the Company sold substantially all of the
assets comprising the business and motorsports complex of PIR to PSC for
consideration consisting of $46.4 million cash and notes payable and other
liabilities of $13.8 million.
PRINCIPLES OF COMBINATION: The accompanying combined financial statements
include the accounts of PIR, Inc., PIR, LLC, and PIR LP. All material
intercompany accounts and transactions have been eliminated in combination.
CASH: For purposes of reporting cash flows, cash includes cash on hand
and bank demand deposit accounts.
PROPERTY AND EQUIPMENT: Property and equipment, including improvements to
existing facilities, are stated at cost. Depreciation is provided for
financial reporting purposes using either the straight-line or accelerated
methods over estimated useful lives as follows:
Buildings, grandstands and tracks .............5-34 years
Furniture and equipment .......................3-20 years
Leasehold improvements ........................8-15 years
Automobiles ...................................3-7 years
FAIR VALUE OF FINANCIAL INSTRUMENTS: The Company's financial instruments
consist of cash, accounts receivable, accounts payable and a note payable.
The carrying value of these financial instruments approximates their fair
value at May 31, 1997.
INCOME TAXES: PIR LP, operates as a limited partnership and PIR, LLC
operates as a limited liability company. Under the provisions of a limited
partnership and a limited liability company, these entities do not pay
corporate income taxes on their taxable income. Instead, the equity owners
include their share of the earnings from these entities in their individual
tax returns.
PIR, Inc. operates as a C corporation. Income taxes have been provided
for PIR, Inc. using the liability method in accordance with SFAS No. 109,
"Accounting for Income Taxes". Under this method, deferred tax assets and
liabilities are determined based on the differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
ADMISSION INCOME: Admission income and all race-related revenue is earned
upon completion of an event and is stated net of admission and sales taxes
collected. Refundable advance ticket sales and all race-related revenue on
future events are deferred until earned.
ADVERTISING EXPENSES: Advertising costs are expended as incurred.
Advertising expenses amounted to $402,000 for the nine months ended May 31,
1997.
USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
<PAGE>
<PAGE>
NOTE 2 -- PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Land and leasehold improvements $1,262,521
Buildings, grandstands and tracks 8,788,224
Furniture and equipment 418,862
Automobiles 244,704
Construction in progress 57,438
__________
10,771,749
Less accumulated depreciation (3,183,893)
__________
$7,587,856
==========
NOTE 3 -- FEDERAL AND STATE INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Substantially all of the deferred tax asset results from the differences
between tax and financial reporting purposes for revenue recognition of
deferred income.
Significant components of the provision for income taxes for the nine
months ended May 31, 1997, are as follows:
Current tax expense:
Federal .................. $ --
State .................... --
Deferred tax expense
Federal .................. 428,465
State .................... 282,504
__________
PROVISION FOR INCOME TAXES $ 710,969
==========
The difference between income tax expense (27.0%) and the amount of
income tax based on the statutory tax rate (34.0%) is primarily due to state
taxes, net of federal benefit (7.7%) and the losses of PIR LP and income of
PIR, LLC (-16.1%). As indicated in Note 1, the financial statements include
the results of operations of PIR, LLC and PIR LP, but the Company does not pay
corporate income taxes on their taxable income or receive a benefit from their
tax losses.
NOTE 4 --NOTE PAYABLE
In November 1993, the Company issued a note payable to a bank to finance
certain grandstand seating. The principal amount borrowed was $1,184,499,
with principal and interest payments of $111,030 in May and November of each
year and principal and interest payments of $55,514 in February of each year.
Principal and interest payments are payable through May 1, 1998, bear interest
at 7.35%, and are collateralized by certain grandstand seating. As of May 31,
1997, the balance of the note payable was $262,851.
NOTE 5 -- LINE OF CREDIT
The Company has a line of credit with a financial institution totaling $1
million, with an interest rate of prime plus 1.5% which expires in January,
1998. As of May 31, 1997 the line of credit was unused.
NOTE 6 -- SHAREHOLDERS' EQUITY
PIR, Inc.'s authorized capital includes 2,500,000 shares of Class A
Common Stock, par value $1.00 ("Class A Common Stock") and 25,000 shares of
Class B Common Stock, par value $1.00 ("Class B Common Stock"). The shares of
Class A Common Stock and Class B Common Stock are identical in all respects,
except that the holders of Class B Common Stock have no power to vote the
stock for any purpose and are not entitled to notice of any meetings of
shareholders. The holders of Class A Common Stock have one vote per share on
any matter submitted for consent of shareholders. As of May 31, 1997, there
were 1,000 shares of Class A Common Stock issued and no shares of Class B
Common Stock issued.
NOTE 7 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest and income taxes for the nine months ended May 31,
1997 was $67,514 and $30,180, respectively.
DESCRIPTION OF UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
REFLECTING THE BUSINESS COMBINATION OF
INTERNATIONAL SPEEDWAY CORPORATION AND
PHOENIX INTERNATIONAL RACEWAY, INC.
The following unaudited pro forma financial statements have been prepared
giving effect to the acquisition by International Speedway Corporation's (ISC)
wholly-owned subsidiary, Phoenix Speedway Corporation, of Phoenix
International Raceway, Inc. (PIR) as if the transaction had taken place as of
May 31, 1997, for the pro forma combined balance sheet, and as of September 1,
1995, for the pro forma combined statements of operations for ISC and PIR for
the year ended August 31, 1996 and the pro forma combined statements of
operations for ISC and PIR for the six months ended May 31, 1997 and February
28, 1997, respectively. The combined unaudited pro forma financial statements
of PIR include the accounts of Phoenix International Raceway, Inc., Phoenix
International Raceway, L.L.C. and Phoenix International Raceway Limited
Partnership.
The acquisition has been accounted for using the purchase method in
accordance with Accounting Principles Board Opinion ("APB") No. 16. The
purchase price has been allocated to the assets and liabilities acquired at
their estimated fair market values at the acquisition date. The Company has
obtained an independent appraisal of PIR's land and property and equipment,
the fair and depreciated replacement cost values of which, respectively, have
been used to prepare the following pro forma financial statements.
The unaudited pro forma financial information is not necessarily
indicative of the results of operations or the financial position which would
have been attained had the acquisition been consummated at either of the
foregoing dates or which may be attained in the future. The pro forma
financial information should be read in conjunction with the audited financial
statements and notes of ISC and PIR.
<PAGE>
<PAGE>
PRO FORMA COMBINED BALANCE SHEET
INTERNATIONAL SPEEDWAY CORPORATION AND
PHOENIX INTERNATIONAL RACEWAY, INC
MAY 31, 1997
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Historical
__________
ISC PIR Pro Forma Pro Forma 1997
May 31 Feb. 28 Adjustments Adjustment Pro Forma
1997 1997 Notes Combined
__________________________________________________________________________
<S> <C> <C> <C> <C>
REVENUES:
Admissions, net.................................... $40,609 $ 4,793 $ -- $ 45,402
Motorsports related income......................... 25,874 3,059 -- 28,933
Food, beverage and souvenir income................. 14,298 894 -- 15,192
Other income....................................... 715 388 -- 1,103
________ ________ ________ _________
81,496 9,134 -- 90,630
EXPENSES:
Direct expenses:
Prize and point fund monies
and NASCAR sanction fees....................... 11,113 1,630 -- 12,743
Motorsports related expenses..................... 10,707 2,196 -- 12,903
Food, beverage and souvenir expenses............. 8,323 149 -- 8,472
General and administrative expenses................ 12,936 1,630 -- 14,566
Depreciation and amortization ..................... 4,239 264 725 (H) (J) 5,228
_______ ________ ________ _________
47,318 5,869 725 53,912
_______ ________ ________ _________
Operating income..................................... 34,178 3,265 (725) 36,718
Interest income, net ................................ 2,164 42 (1,218) (K) (L) 988
Equity in net loss from equity investments........... (792) -- -- (792)
_______ ________ ________ _________
Income before income taxes........................... 35,550 3,307 (1,943) 36,914
Income taxes......................................... 13,589 893 (495) (I) 13,987
_______ ________ _________ _________
Net Income........................................... $21,961 $ 2,414 $(1,448) $ 22,927
======= ======== ========= =========
Earnings per share .................................. $ 0.57 -- -- $ 0.58
======= ======== ========= =========
Dividends per share.................................. $ .06 -- -- $ .06
======= ======== ========= =========
</TABLE>
See notes to the pro forma financial statements.
<PAGE>
<PAGE>
PRO FORMA COMBINED STATEMENT OF OPERATIONS
INTERNATIONAL SPEEDWAY CORPORATION AND
PHOENIX INTERNATIONAL RACEWAY, INC.
SIX MONTHS ENDED
(Unaudited)
(In Thousands except per share amounts)
<TABLE>
<CAPTION>
Historical
__________
ISC PIR Pro Forma Pro Forma 1996
(Unaudited) Adjustments Adjustment Pro Forma
Notes Combined
__________________________________________________________________________
<S> <C> <C> <C> <C>
REVENUES:
Admissions, net.................................... $50,140 $ 5,440 $ -- $ 55,580
Motorsports related income......................... 27,433 4,540 -- 31,973
Food, beverage and souvenir income................. 17,505 1,306 -- 18,811
Other income....................................... 964 15 -- 979
________ ________ ________ _________
96,042 11,301 -- 107,343
EXPENSES:
Direct expenses:
Prize and point fund monies
and NASCAR sanction fees....................... 13,865 1,549 -- 15,414
Motorsports related expenses..................... 15,336 3,516 -- 18,852
Food, beverage and souvenir expenses............. 10,278 221 -- 10,499
General and administrative expenses................ 20,930 3,053 -- 23,983
Depreciation....................................... 6,302 496 1,482 (H) (J) 8,280
________ ________ _________ _________
66,711 8,835 1,482 77,028
________ ________ _________ _________
Operating income..................................... 29,331 2,466 (1,482) 30,315
Interest income, net ................................ 872 30 (900) (K) (L) 2
Equity in net loss from equity investments........... 1,441 -- -- 1,441
________ ________ _________ _________
Income before income taxes........................... 31,644 2,496 (2,382) 31,758
Income taxes ........................................ 11,963 20 23 (I) 12,006
________ ________ _________ _________
Net Income........................................... $19,681 $ 2,476 $ (2,405) $ 19,752
======== ======== ========= =========
Earnings per share .................................. $ 0.57 -- -- $ .57
======== ======== ========= =========
Dividends per share ................................. $ .05 -- -- $ .05
======== ======== ========= =========
</TABLE>
See notes to the pro forma financial statements.
<PAGE>
<PAGE>
PRO FORMA COMBINED STATEMENT OF OPERATIONS
INTERNATIONAL SPEEDWAY CORPORATION AND
PHOENIX INTERNATIONAL RACEWAY, INC.
YEAR ENDED AUGUST 31, 1996
(In Thousands except per share data)
<TABLE>
<CAPTION>
Historical
__________
ISC PIR Pro Forma Pro Forma 1996
(Unaudited) Adjustments Adjustment Pro Forma
Notes Combined
__________________________________________________________________________
<S> <C> <C> <C> <C>
REVENUES:
Admissions, net.................................... $50,140 $ 5,440 $ -- $ 55,580
Motorsports related income......................... 27,433 4,540 -- 31,973
Food, beverage and souvenir income................. 17,505 1,306 -- 18,811
Other income....................................... 964 15 -- 979
________ ________ ________ _________
96,042 11,301 -- 107,343
EXPENSES:
Direct expenses:
Prize and point fund monies
and NASCAR sanction fees....................... 13,865 1,549 -- 15,414
Motorsports related expenses..................... 15,336 3,516 -- 18,852
Food, beverage and souvenir expenses............. 10,278 221 -- 10,499
General and administrative expenses................ 20,930 3,053 -- 23,983
Depreciation....................................... 6,302 496 1,482 (H) (J) 8,280
________ ________ _________ _________
66,711 8,835 1,482 77,028
________ ________ _________ _________
Operating income..................................... 29,331 2,466 (1,482) 30,315
Interest income, net ................................ 872 30 (900) (K) (L) 2
Equity in net loss from equity investments........... 1,441 -- -- 1,441
________ ________ _________ _________
Income before income taxes........................... 31,644 2,496 (2,382) 31,758
Income taxes ........................................ 11,963 20 23 (I) 12,006
________ ________ _________ _________
Net Income........................................... $19,681 $ 2,476 $ (2,405) $ 19,752
======== ======== ========= =========
Earnings per share .................................. $ 0.57 -- -- $ .57
======== ======== ========= =========
Dividends per share ................................. $ .05 -- -- $ .05
======== ======== ========= =========
</TABLE>
See notes to the pro forma financial statements.
<PAGE>
<PAGE>
Note (1): The Acquisition of PIR
The total purchase price is approximately $60.832 million and consists of the
following:
(In thousands)
Cash paid $46,381
Note payable 13,824
Related acquisition costs 627
_______
Total purchase price $60,832
=======
The preliminary allocation of the purchase price based on the fair value of
the net assets acquired is as follows:
(In thousands)
Current assets acquired $ 4,041
Land, property & equipment 20,050
Current liabilities assumed (4,041)
Goodwill 40,782
_______
$60,832
=======
The final purchase price is subject to adjustment as provided in the asset
purchase agreement.
Note (2): Pro Forma Adjustments
The pro forma adjustments to account for the purchase of the assets and
assumption of certain liabilities are referenced below:
(A) Cash payments for purchase price and related acquisition costs as
described in Note 1 above, funded from the Company's short-term investments.
(B) Adjustment to increase historical cost to fair value of the assets
acquired, as of July 14, 1997 (the date of the acquisition) as described in
Note 1 above.
(C) Excess of cost over fair values assigned to net assets acquired
(Goodwill).
(D) To record note payable to PIR principal and stockholder for purchase
price as described in Note 1 above and to record payment of PIR note of
$263,000 at closing.
(E) To eliminate deferred income taxes recorded by PIR.
(F) To eliminate historical equity of PIR.
(G) To record deferred race event income related to ticket sales received
and vendor deposits for future race events made between balance sheet and the
date of acquisition.
(H) Adjustment to reflect the depreciation that would have been recorded if
the transaction had occurred on September 1, 1995 assuming current fair
values.
(I) Adjustment to reflect ISC's effective tax rate for each of the
respective periods.
(J) Adjustment for the amortization of Goodwill over 40 years.
(K) Interest expense on the acquisition related debt.
(L) Reduction of interest income to reflect lower investment balances
resulting from the use of cash.
