[ANNUAL REPORT COVER APPEARS HERE]
1998 SPEEDWAY MOTORSPORTS ANNUAL REPORT
<PAGE>
A MESSAGE TO OUR STOCKHOLDERS
"THE COMPANY'S COMBINATION OF MAXIMIZING OUR EXISTING EVENTS WHILE CONTINUING TO
EXPLORE ADDITIONAL REVENUE SOURCES HAS GENERATED 37.4% AND 42.9% FIVE YEAR
COMPOUND ANNUAL GROWTH IN REVENUE AND NET INCOME."
BRUTON SMITH
<PAGE>
[PICTURE OF BRUTON SMITH APPEARS HERE]
/s/ BRUTON SMITH
- ----------------------------
Bruton Smith
[PICTURE OF H.A. WHEELER APPEARS HERE]
/s/ H.A. WHEELER
- -----------------------------
H.A. Wheeler
Table of Contents
Stockholder's Letter 1
Facilities 3
Growth Strategy 7
Form 10-K 9
Speedway Motorsports enjoyed an outstanding 1998. The execution of our proven
business strategy once again generated record results for the Company and has
positioned us for continued success into the future.
We purchased Las Vegas Motor Speedway in December 1998 bringing the total number
of premier speedways owned by the Company to six. This addition to our portfolio
of speedways will contribute broadcast, sponsorship, and operational strength,
while broadening the Company's geographical diversity. Located in one of the
most dynamic cities in the United States, Las Vegas Motor Speedway offers
tremendous opportunities for promotion and growth. It also brings to the Company
additional NASCAR Winston Cup, Busch, and Craftsman Truck Series and Indy Racing
League events.
In 1998, seating and admissions growth drove a 20% increase in revenue. While
increasing the capacity at each speedway, we remain ever dedicated to providing
a fan friendly experience. We are consistently seeking to improve traffic flow,
food quality and service, and the overall entertainment experience. To this end,
in 1998, we restructured our food and beverage and souvenir services into a
separate wholly-owned subsidiary, Finish Line Events. We believe this will
provide expanded services and improved products, and also achieve substantial
operating efficiencies.
While our commitment to promoting NASCAR racing events continued in 1998, we
focused on additional revenue sources. The Pep Boys Indy Racing League visited
our speedways in Atlanta, Charlotte and Texas. We are promoting these events
again in 1999, including an additional IRL event at Las Vegas and the series
championship finale at Texas. The Bristol Dragway is under construction and will
open in July 1999 with the first running of the National Hot Rod Association's
Top Fuel Dragsters against Funny Cars.
The Company's combination of maximizing our existing events while continuing to
explore additional revenue sources has generated a 37.4% and 42.9% five year
compound annual growth in revenues and net income. We believe successful
execution of our winning strategy has strategically positioned the Company for
continued growth. We look forward to generating record returns from your Company
for the many years to come.
[DILUTED EARNINGS PER SHARE CHART APPEARS HERE]
DOLLARS
- -------------------------------------------
$1.0 1.00
0.89
0.8
0.64
0.6
0.52
0.4
0.24
0.2
0
- -------------------------------------------
'94 '95 '96 '97 '98
[REVENUES CHART APPEARS HERE]
DOLLARS IN MILLIONS
- -------------------------------------------
$250
229.8
200
192.1
150
102.1
100
75.6
64.5
50
0
- -------------------------------------------
'94 '95 '96 '97 '98
1
<PAGE>
[RACE PHOTOS APPEAR HERE]
"WE BELIEVE THAT SUCCESSFUL EXECUTION OF OUR WINNING STRATEGY HAS STRATEGICALLY
POSITIONED THE COMPANY FOR CONTINUED GROWTH."
H.A. WHEELER
[RACE PHOTOS APPEAR HERE]
"THIS ACQUISITION (LAS VEGAS) IS A HUGE STRATEGIC TRANSACTION. IT HELPS SPEEDWAY
MOTORSPORTS ACHIEVE A CRITICAL MASS THAT WILL ENHANCE OUR OVERALL BROADCAST,
SPONSORSHIP AND OPERATING OPPORTUNITIES."
BRUTON SMITH
2
<PAGE>
ATLANTA MOTOR SPEEDWAY
124,000 seats
141 luxury suites
BRISTOL MOTOR SPEEDWAY
134,000 seats
97 luxury suites
LOWE'S MOTOR SPEEDWAY
AT CHARLOTTE
147,000 seats
121 luxury suites
LAS VEGAS MOTOR
SPEEDWAY
107,000 seats
102 luxury suites
SEARS POINT RACEWAY
24,000 temporary seats
11 temporary luxury suites
TEXAS MOTOR SPEEDWAY
153,000 seats
194 luxury suites
STATE-OF-THE-ART FACILITIES
At the beginning of 1998, Atlanta Motor Speedway embarked upon the most
ambitious schedule in its 39-year history. Atlanta again played host to races in
the top three stock car divisions in the world including two NASCAR Winston Cup
Series events, one Busch Series event and three Automobile Racing Club of
America events. Also, Atlanta hosted its inaugural Pep Boys Indy Racing League
event under its new lighting system and began a summer Legends Car Series,
"Thursday Thunder."
Continuing to be the toughest ticket in motorsports to buy, Bristol Motor
Speedway boosted its seating capacity by 19,000 to 134,000 with the completion
of its front straightaway expansion in 1998. With this expansion, Bristol hosted
sold-out crowds for both NASCAR Winston Cup Series events and also drew record
crowds for its NASCAR Busch Series events.
Lowe's Motor Speedway at Charlotte added 12,000 grandstand seats
generating record crowds for its three Winston Cup events. Two Busch Series, one
Indy Racing League, and two Automobile Racing Club of America races and two
nationally renowned AutoFairs(R) were promoted at this facility. Marking its
40th anniversary in 1999, the speedway will build 10,000 grandstand seats and
will conduct additional events including the 35th Anniversary of the Mustang
celebration.
With over 30 million people visiting Las Vegas annually, our newly
acquired speedway has enormous potential for increasing admissions and events at
this brand new facility. Opened in 1996, Las Vegas runs NASCAR Winston Cup,
Busch, and Craftsman Truck Series, as well as Pep Boys Indy Racing League, World
of Outlaws, National Hot Rod Association, among other national and regional
events. With twelve different track configurations, including a 1.5-mile lighted
tri-oval, 2.5-mile road course and 1/2-mile clay oval, Las Vegas can accommodate
any type of racing in the world.
3
<PAGE>
[RACE TRACK PHOTO APPEARS HERE}
4
<PAGE>
[ADMISSIONS GROWTH CHART APPEARS HERE]
IN THOUSANDS
- ---------------------------------------------
3,000
2,996*
2,211
2,250
1,500
1,114
934
866
750
0
- ---------------------------------------------
'94 '95 '96 '97 '98
- ---------------------------------------------
* Excludes Las Vegas.
[TOTAL PERMANENT SEATING CHART APPEARS HERE]
IN THOUSANDS
- ---------------------------------------------
800
690*
665
600
525
400
289
212
200
0
- ---------------------------------------------
'95 '96 '97 '98 '99
- ---------------------------------------------
* Projected, excluding Sears Point.
[TOTAL OPERATING INCOME CHART APPEARS HERE]
DOLLARS IN MILLIONS
- ---------------------------------------------
$80
79.8
68.4
60
40
39.3
29.7
20.8
20
0
- ---------------------------------------------
'94 '95 '96 '97 '98
- ---------------------------------------------
[ADMISSION AND EVENT RELATED REVENUE PER SEAT CHART
APPEARS HERE]
IN DOLLARS
- ---------------------------------------------
$400
381*
338
311
307
304
300
200
100
0
- ---------------------------------------------
'94 '95 '96 '97 '98
- ---------------------------------------------
* Excludes Las Vegas.
STATE-OF-THE-ART FACILITIES
Sears Point Raceway's 1998 improvements include completion of "The Chute"
prior to its Winston Cup Series weekend in June. The Chute is an added
reconfiguration of the raceway which improves spectator site lines and provides
stadium-style seating at our 1.9-mile road course. Sears Point also purchased
adjoining property providing an additional entrance and significantly expanded
parking to improve traffic flow. Pending governmental approvals, Sears Point
intends to add 45,000 permanent seats in 1999 or 2000.
Following tradition in the Lone Star state, new and large can best
describe Texas Motor Speedway's 1998 season. Growing success is proving Texas'
value as a first-class facility in a premier market. New events, new race
facilities and large crowds added to the lore of America's second largest sports
facility. The 1998 season again featured NASCAR's Winston Cup, Busch, and
Craftsman Truck Series, a pair of Pep Boys Indy Racing League events, and the
Texas Motor Speedway introduction of Automobile Racing Club of America stock car
racing events. New events added to Texas' schedule included a second Indy Racing
League event and spring and fall AutoFests featuring Pate Swap Meets. Also
debuting in 1998, were new restroom and shower facilities for added
accommodation of spectators and campers. The new Texas Motor Speedway Club
opened in late March 1999 during the NASCAR Winston Cup weekend.
600 Racing, the sole manufacturer of the Legends Car and Bandolero Car,
continues to be the world's largest mass production race car manufacturer.
Producing more than 3,000 cars since 1992, the cars are sold through a 45 member
dealer network located throughout the United States, Canada and Europe. Legends
Cars continue to be the fastest growing short track racing division in
motorsports. INEX, the international sanctioning body of the Legends Car and
Bandolero Cars, is now the third largest short track sanctioning body in terms
of membership behind NASCAR and IMCA with more than 3,000 members. INEX
sanctioned approximately 1,600 events in 1998 at 260 different race tracks.
In early 1998, the Company reorganized and consolidated its food and
beverage and souvenir operations into one wholly-owned subsidiary, Finish Line
Events. This new operating subsidiary provides event food, beverage, and
souvenir merchandising, as well as expanded ancillary support services, to all
Speedway Motorsports facilities and other outside sports-related venues. We
believe this new structure will not only provide our customers with better
products and expanded services, but will also achieve substantial operating
efficiencies.
5
<PAGE>
[PHOTO APPEARS HERE]
1949
Bruton Smith licensed
as NASCAR promoter
Lowe's Motor
Speedway constructed
1959
1974
H.A. Wheeler licensed as
NASCAR promoter
Atlanta Motor
Speedway Acquisition
1990
1995
Initial Public
Offering
Bristol Motor
Speedway Acquisition
January
1996
6
<PAGE>
GROWTH
STRATEGY
EXPANSION AND
IMPROVEMENT OF
EXISTING FACILITIES
ENHANCEMENT OF
BROADCAST AND
SPONSORSHIP REVENUES
FURTHER DEVELOPMENT
OF FINISH LINE EVENTS, 600
RACING AND INEX
ADDITIONAL EVENTS
AND INCREASED USAGE
OF EXISTING FACILITIES
ACQUISITION AND
DEVELOPMENT OF
ADDITIONAL MOTORSPORTS
FACILITIES
THE SPEEDWAY
MOTORSPORTS
DIFFERENCE
Speedway Motorsports has a long history of hosting the largest crowds at its
speedways and generating the highest returns from its assets. Our strategy is
simple, we make the most out of what we have by building and maintaining
first-class facilities in premier markets, while providing customers with the
best entertainment experience. We are continuously searching for new events,
unique promotional opportunities, and innovative operational strategies that
will generate incremental earnings. This strategy has generated operating income
margins of 32% to 39% and net income margins of 16% to 26% over the past six
years.
We believe we can continue to generate these outstanding results by adhering to
our business strategy. In 1999, we will continue to increase our seating
capacity and improve our facilities to create an outstanding entertainment
experience. We will also pursue the enhancement of our broadcast and
sponsorships revenues.
SMI continues to demonstrate its innovation and leadership in the industry. In
1998, Speedway Motorsports' NASCAR Winston Cup television ratings held four of
the top eight spots for the entire season, and ranked above average for all
Winston Cup events. In early 1999, we announced our lucrative ten year naming
rights agreement, a first in the motorsports industry, for Lowe's Motor
Speedway, formerly Charlotte Motor Speedway. We also announced that SMI would be
part of a new NASCAR television negotiation alliance. These extremely positive
developments bode well for our television contract negotiations in 2000 and
beyond and for the future naming rights possibilities.
Our business strategy and accomplishments showcase Speedway Motorsports as a
proven industry leader in promoting successful venues and enhancing stockholder
value. We are commited to NASCAR more than ever, and Speedway Motorsports is
well positioned within the industry for the rapid and unified growth of
motorsports.
March
1996
Secondary
Offering
Convertible
Offering
October
1996
November
1996
Sears Point
Raceway Acquisition
Texas Motor
Speedway Opens
April
1997
July
1997
High Yield
Offering
Las Vegas Motor
Speedway Acquisition
December
1998
7
<PAGE>
SPEEDWAY
MOTORSPORTS
INVESTOR
INFORMATION
TRANSFER AGENT &
REGISTRAR FOR COMMON
STOCK
First Union National Bank
of North Carolina
1525 West WT Harris Boulevard
3C3-NC1153
Charlotte, NC 28288-1153
1-800-829-8432
704-590-7598 FAX
INDEPENDENT AUDITORS
Deloitte & Touche LLP
Charlotte, NC
ANNUAL MEETING
The Annual Meeting will be held at 10:00 a.m., Wednesday, May 5, 1999, at the
Company's headquarters at Lowe's Motor Speedway, Concord, NC
INVESTOR RELATIONS
Speedway Motorsports, Inc. staffs an Investor Relations Department to meet the
needs of stockholders and investors. Inquiries are welcome and should be
directed to Marylaurel E. Wilks, Vice President, Communications and General
Counsel, Speedway Motorsports, Inc., P.O. Box 600, Concord, NC 28026,
704-455-3239, [email protected].
CORPORATE WEBSITE
Information pertaining to the Company can be viewed and downloaded at
www.speedwaymotorsports.com.
SECURITIES LISTING
Speedway Motorsports common stock is listed on the New York Stock Exchange. The
ticker symbol is TRK.
BOARD OF DIRECTORS
BRUTON SMITH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Speedway Motorsports, Inc.
Charlotte, NC
H. A. WHEELER
CHIEF OPERATING OFFICER AND PRESIDENT
Speedway Motorsports, Inc.
President and General Manager
Lowe's Motor Speedway at Charlotte
Concord, NC
WILLIAM R. BROOKS
CHIEF FINANCIAL OFFICER, VICE PRESIDENT
AND TREASURER
Speedway Motorsports, Inc.
Charlotte, NC
EDWIN R. CLARK
EXECUTIVE VICE PRESIDENT
Speedway Motorsports, Inc.
President and General Manager
Atlanta Motor Speedway
Atlanta, GA
MARK M. GAMBILL
President
First Union Capital Markets
Richmond, VA
WILLIAM P. BENTON
Executive Director
Ogilvy & Mather
Dearborn, MI
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission file number 1-13582
SPEEDWAY MOTORSPORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 51-0363307
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
U.S. HIGHWAY 29 NORTH
CONCORD, NORTH CAROLINA 28026
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(704) 455-3239
(Registrant's telephone number, including area code)
---------------
Securities registered pursuant to Section 12(b) of the Act: None
NAME OF EACH EXCHANGE
<TABLE>
<S> <C> <C>
TITLE OF EACH CLASS ON WHICH REGISTERED
$.01 Par Value Common Stock New York Stock Exchange
</TABLE>
Securities registered pursuant to section 12(g) of the Act: None
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 [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $449,683,956 based upon the closing sales
price of the registrant's Common Stock on March 26, 1999 of $36.00 per share.
At March 26, 1999, 41,512,121 shares of registrant's Common Stock, $.01 par
value per share, were outstanding. Unless otherwise indicated, all other share
and share price information contained herein takes into account the effect of
the two for one stock split effected as of March 15, 1996 in the form of a 100%
Common Stock dividend payable to stockholders of record as of February 26, 1996
(the "Stock Split").
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FORM 10-K TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
PART I
Item 1. Business ................................................................................. 4
Item 2. Properties ............................................................................... 12
Item 3. Legal Proceedings ........................................................................ 13
Item 4. Submission of Matters to a Vote of Security Holders ...................................... 14
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters ................ 14
Item 6. Selected Financial Data .................................................................. 16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation ..... 17
Item 7a. Quantitative and Qualitative Disclosures About Market Risk ............................... 24
Item 8. Financial Statements and Supplementary Data .............................................. 24
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 24
PART III
Item 10. Directors and Executive Officers of the Registrant ....................................... 25
Item 11. Executive Compensation ................................................................... 26
Item 12. Security Ownership of Certain Beneficial Owners and Management ........................... 31
Item 13. Certain Relationships and Related Transactions ........................................... 31
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ......................... 32
SIGNATURES ........................................................................................ 33
EXHIBIT INDEX ..................................................................................... 34
INDEX TO FINANCIAL STATEMENTS ..................................................................... F-1
</TABLE>
3
<PAGE>
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere herein. Statements in this Annual Report on Form 10-K that reflect
projections or expectations of future financial or economic performance of the
Company, and statements of the Company's plans and objectives for future
operations, including those contained in "Business," "Properties," "Legal
Proceedings," and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," or relating to the Company's future capital
projects, hosting of races, broadcasting rights or sponsorships, are
"forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Words
such as "expects," "anticipates," "approximates," "believes," "estimates,"
"intends," and "hopes," and variations of such words and similar expressions
are intended to identify such forward-looking statements. No assurance can be
given that actual results or events will not differ materially from those
projected, estimated, assumed or anticipated in any such forward-looking
statements. Important factors that could result in such differences, in
addition to the other factors noted with such forward-looking statements,
include: general economic conditions in the Company's markets, including
inflation, recession, interest rates and other economic factors; casualty to or
other disruption of the Company's facilities and equipment; disruption of the
Company's relationship with NASCAR; and other factors that generally affect the
business of sports and recreational companies.
PART I
ITEM 1. BUSINESS
Speedway Motorsports, Inc. (the "Company"), the owner and operator of
Atlanta Motor Speedway ("AMS"), Bristol Motor Speedway ("BMS"), Lowe's Motor
Speedway at Charlotte (formerly known as Charlotte Motor Speedway) ("LMSC"),
Las Vegas Motor Speedway ("LVMS"), Sears Point Raceway ("SPR"), and Texas Motor
Speedway ("TMS"), is a leading promoter, marketer and sponsor of motorsports
activities in the United States. The Company also provides event food,
beverage, and souvenir merchandising services through its Finish Line Events
("FLE") subsidiary, and manufactures and distributes smaller-scale, modified
racing cars and parts through its 600 Racing subsidiary. The Company currently
will sponsor 17 major annual racing events in 1999 sanctioned by the National
Association of Stock Car Auto Racing, Inc. ("NASCAR"), including ten races
associated with the Winston Cup professional stock car racing circuit (the
"Winston Cup") and seven races associated with the Busch Grand National
circuit. The Company will also sponsor five Indy Racing League ("IRL") racing
events, four NASCAR Craftsman Truck Series racing events, and two major
National Hot Rod Association ("NHRA") racing events in 1999.
On December 1, 1998, the Company acquired LVMS, including certain tangible
and intangible assets, its operations, an industrial park and certain adjacent
unimproved land for approximately $215.0 million. LVMS is located in one of the
most recognized, leading markets in the United States and the world, and its
acquisition is a major strategic transaction that is expected to enhance the
Company's overall operations, as well as broadcast and sponsorship
opportunities. LVMS is a newly constructed 1.5 mile, lighted, asphalt
superspeedway, with several other on-site race tracks, and has permanent
seating capacity of approximately 107,000, including 102 luxury suites, as of
December 31, 1998. The superspeedway's configuration readily allows for
significant future expansion. LVMS currently hosts several annual
NASCAR-sanctioned racing events, including a Winston Cup Series, Busch Grand
National Series, Craftsman Truck Series, two Winston West Series, and two
Winston Southwest Series racing events. Additional major events held annually
include IRL, World of Outlaws, American Motorcycle Association ("AMA"), and
drag racing events, among others. The Company was incorporated in the State of
Delaware in 1994.
As of December 31, 1998, the Company's total permanent seating capacity
exceeded 665,000, the largest in the motorsports industry. Management believes
that spectator demand for its largest events exceeds existing permanent seating
capacity at each of its speedways. In 1998, the Company added more than 140,000
permanent seats, including approximately 19,000 at BMS, 12,000 at LMSC, 3,000
at TMS, and the acquisition of LVMS. At December 31, 1998, AMS, BMS, LMSC, and
TMS had permanent seating capacity of approximately 124,000, 134,000, 147,000
and 153,000, respectively, in each case excluding infield admission, temporary
seats and general admission. Also at December 31, 1998, the Company had a total
of 659 suites luxury suites, with 141 at AMS, 97 at BMS, 125 at LMSC, 102 at
LVMS, and 194 at TMS. SPR currently does not have permanent seating capacity
but provides temporary seating and suites for approximately 24,000 spectators
in addition to other general admission seating arrangements along its 2.52 mile
road course.
The Company derives revenues principally from the sale of tickets to
automobile races and other events held at its speedway facilities, from the
sale of food, beverages and souvenirs during such events, from the sale of
sponsorships to companies that desire to advertise or sell their products or
services at such events, and from the licensing of television, cable network
and radio rights to broadcast such events. In 1998, the Company derived
approximately 77% of its total revenues
4
<PAGE>
from events sanctioned by NASCAR. The Company has experienced substantial
growth in revenues and profitability as a result of its continued improvement,
expansion and investments in facilities, its consistent marketing and
promotional efforts and the overall increase in popularity of Winston Cup,
Busch Grand National, Indy Racing League, National Hot Rod Association and
other motorsports events in the United States.
Television broadcast and naming rights values are rising. Published 1998
NASCAR Winston Cup television ratings indicated those of Speedway Motorsports
events achieved four of the top eight ratings, and were above the average for
all Winston Cup events. In February 1999, the Company achieved a motorsports
industry first by obtaining a facility naming rights agreement whereby
Charlotte Motor Speedway has been renamed Lowe's Motor Speedway for gross fees
aggregating approximately $35,000,000 over the ten year agreement term. Also,
the Company jointly announced in February 1999 it would be part of a newly
formed NASCAR television negotiating alliance. Management believes these
positive developments bode well for the Company's television contract
renegotiations in 2000 and beyond and for future naming rights possibilities.
INDUSTRY OVERVIEW
Motorsports is currently the fastest growing spectator sport in the United
States, with NASCAR the fastest growing industry segment. In 1998, NASCAR
sanctioned 93 Winston Cup, Busch Grand National and Craftsman Truck races which
were attended by approximately 9.3 million spectators. Attendance of these
NASCAR events has increased at a compound annual growth rate of 10.8% since
1994. Based on information developed independently by Goodyear Tire and Rubber,
spectator attendance at Winston Cup and Busch Grand National events increased
at compound annual growth rates of 6.5% and 12.7%, respectively, from 1994 to
1998. Also in 1998, Indy Racing League sanctioned events were attended by
approximately 1.3 million spectators. Races are generally heavily promoted,
with a number of supporting events surrounding the main event, for a total
weekend experience.
In recent years, television coverage and corporate sponsorship have
increased for NASCAR-related events. All NASCAR Winston Cup and Busch Grand
National events sponsored by the Company are currently broadcast by ABC, CBS,
ESPN, TBS or TNN. Also, all Indy Racing League events sponsored by the Company
are currently broadcast. The Company has entered into television rights
contracts for all its major sanctioned events. According to NASCAR, major
national corporate sponsorship of NASCAR-sanctioned events (which currently
includes over 80 Fortune 500 companies) also has increased significantly.
Sponsors include such companies as Coca-Cola, General Motors, Cracker Barrel,
NAPA, PRIMESTAR, Save Mart, Kragen, Food City, Goody's, and RJR Nabisco. The
Company intends to increase the exposure of its current Winston Cup, Busch
Grand National, Indy Racing League and National Hot Rod Association events, add
television coverage to other speedway events, increase broadcast and
sponsorship revenues and schedule additional racing and other events at each of
its speedway facilities.
The dramatic increase in corporate interest in the sport has been driven
by the attractive advertising demographics of stock car and other motorsports
racing fans. In addition, brand loyalty (as measured by fans using sponsors'
products) is the highest of any nationally televised sport according to a study
published by Performance Research in 1997. Fueled by popular and accessible
drivers, strong fan brand loyalty, a widening demographic reach, increasing
appeal to corporate sponsors and rising broadcast revenues, industry
competitors are actively pursuing internal growth and industry consolidation.
Speedway operations generate high operating margins and are protected by high
barriers to competitive entry, including capital requirements for new speedway
construction, marketing, promotional and operational expertise, and license
agreements with NASCAR.
OPERATING STRATEGY
The Company's operating strategy is to increase revenues and profitability
through the promotion and production of racing and related events at modern
facilities, which serve to enhance customer loyalty. The Company markets its
scheduled events throughout the year both regionally and nationally via
television, radio and newspaper advertising, facility tours, satellite links
for media outlets, direct mail campaigns, pre-race promotional activities and
other innovative marketing activities. The key components of this strategy are
as follows:
COMMITMENT TO QUALITY AND CUSTOMER SATISFACTION. Upon assuming control of
LMSC in 1975, management embarked upon a series of capital improvements,
including the construction of additional permanent grandstand seating, new
luxury suites, trackside dining and entertainment facilities and a condominium
complex overlooking the track. In 1992, LMSC became the first and only
superspeedway in North America to offer nighttime racing, and now all of the
Company's speedways, except SPR, offer it. Following the purchase of AMS in
1990, the Company began to implement a similar strategy
5
<PAGE>
thereby constructing additional grandstand seating, luxury suites and
condominiums. The Company continues to improve and construct new food
concessions, restroom and other fan amenities at each of its speedways to
increase spectator comfort and enjoyment. For example, BMS has relocated
various souvenir, concessions and restroom facilities to the mezzanine level,
and added new permanent seating, all of which feature new stadium-style terrace
sections to increase spectator convenience and accessibility. In 1997, LMSC
opened the Diamond Tower Terrace, a "state-of-the-art" 25,000 seat grandstand,
also featuring a unique mezzanine level concourse, which was further expanded
in 1998 with the addition of 12,000 permanent seats. The Company continues to
reconfigure traffic patterns, entrances, and expand on-site roads and available
parking at each of its speedways to ease congestion caused by the increases in
attendance. For example, in 1998 SPR acquired adjoining land to provide an
additional entrance and significantly expand spectator parking areas. Also, TMS
has significantly expanded its parking areas and improved traffic control
dramatically reducing travel congestion. Finally, LVMS and TMS were designed to
maximize spectator comfort and enjoyment, and further design improvements are
expected as management acquires operating experience with these new facilities.
INNOVATIVE MARKETING AND EVENT PROMOTION. Management believes that it is
important to market the Company's scheduled events throughout the year, both
regionally and nationally. The Company markets its events by offering tours of
its facilities, providing satellite links for media outlets, conducting direct
mail campaigns and staging pre-race promotional activities such as live music,
skydivers and daredevil stunts. The Company's marketing program also includes
the solicitation of prospective event sponsors. Sponsorship provisions for a
typical NASCAR-sanctioned event include luxury suite rentals, block ticket
sales and Company-catered hospitality, as well as souvenir race program and
track signage advertising. As an example of its marketing innovations, in 1996,
the Company began offering Preferred Seat Licenses ("PSL") entitling licensees
to purchase annual TMS season-ticket packages for sanctioned racing events.
Other recent examples include the Company's announcing its facility naming
rights agreement involving Lowe's Home Improvements Warehouse in early 1999 --
a first in the motorsports industry. Another industry first was the Company's
joint venture with Turner Sports in which LMSC's October 1998 NASCAR Winston
Cup race was broadcast on pay-per-view DirectTv, as well as on TBS. Subscribers
to DirectTv received the full broadcast of the race plus continuous broadcasts
from four in-car cameras, along with constantly updated graphics of various
driver, car and race statistics.
The Company also owns The Speedway Club, an exclusive dining and
entertainment facility located on the fifth and sixth floors of Smith Tower at
LMSC. The Company has constructed a similar office tower adjoining the main
grandstand and overlooking turn one at TMS that houses The Texas Motor Speedway
Club. The Company is conducting a membership drive for The Texas Motor Speedway
Club, which contains a first-class, year-round restaurant-entertainment club
and a health-fitness club. The Texas Motor Speedway Club celebrated its grand
opening in March 1999. Open year-round, these two VIP clubs are a focal point
of the Company's efforts to improve the amenities and enhance the comfort of
its facilities for the benefit of spectators.
UTILIZATION OF MEDIA. The Company currently negotiates directly with
network and cable television companies for live coverage of its
NASCAR-sanctioned races. In May 1996, AMS signed a four-year television rights
agreement with ESPN for NASCAR seasons for 1997 through 2000. Also in May 1996,
BMS renegotiated a seven-year television rights agreement with ESPN covering
the April and August NASCAR Winston Cup and related races through the NASCAR
season for 2002. In May 1996, LMSC signed a three-year television rights
agreement with Turner Sports, Inc. ("TSI"), with a TSI renewal right for the
fourth year. The TSI agreement covers the May and October NASCAR and ARCA races
at LMSC to be broadcast on TBS through the NASCAR season for 2000. In 1997,
LMSC entered into a five-year television rights agreement with TNN for "The
Winston" race and associated events to be held through 2002. LVMS has a
five-year television rights agreement with ESPN covering the March NASCAR
Winston Cup and related races through the NASCAR season for 2002. In November
1996, SPR renegotiated a three-year television rights agreement with ESPN
covering its June NASCAR Winston Cup races through the NASCAR season for 1999.
In August 1996, TMS signed a four-year television rights agreement with CBS
Sports for the March races at TMS through the NASCAR season for 2000.
The Company also broadcasts all of its NASCAR Winston Cup and Busch Grand
National Series racing events over its proprietary radio Performance Racing
Network ("PRN"), which is syndicated to more than 500 stations. PRN also
sponsors a weekly racing-oriented program throughout the NASCAR season, which
is syndicated to more than 175 stations. Management also seeks to increase the
visibility of its racing events and facilities through local and regional media
interaction. For example, each January the Company sponsors a four-day media
tour at LMSC to promote the upcoming Winston Cup season. In 1999, this event
featured Winston Cup drivers and attracted media personnel representing
television networks and stations from throughout the United States. In
addition, in early 1999, a similar media tour was staged at TMS which also
featured Winston Cup drivers and was attended by numerous media personnel from
throughout the United States. The Company is planning to carry other events at
each of its speedways over PRN in 1999.
6
<PAGE>
GROWTH STRATEGY
Management believes that the Company can achieve its growth objectives by
increasing attendance and revenues at existing facilities and by expanding its
promotional and marketing expertise to take advantage of opportunities in
attractive new markets. It intends to continue implementing this growth
strategy through the following means:
EXPANSION AND IMPROVEMENT OF EXISTING FACILITIES. Management believes that
spectator demand for its largest events exceeds existing permanent seating
capacity. The Company plans to continue its expansion by adding permanent
grandstand seating and luxury suites, and making other significant renovations
and improvements at each of its speedways in 1999, as further described in
"Properties" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Capital Expenditures." The Company completed major
renovations at AMS in 1997, including reconfiguration into a "state-of-the-art"
1.54 mile, lighted, quad-oval superspeedway, adding approximately 22,000
permanent seats, including 58 new suites, and changing the start-finish line
location. AMS installed lighting for its inaugural IRL night race in August,
and now all of the Company's speedways, except SPR, offer nighttime racing. In
1998, BMS continued its expansion by adding approximately 19,000 permanent
seats, including 42 new luxury suites, and LMSC added approximately 12,000
permanent seats, including 12 new luxury suites. In 1998, SPR purchased
adjoining land to provide an additional entrance and further expand its parking
areas to improve traffic flow and ease congestion caused by the growth in
attendance. Also in 1998, SPR was partially reconfigured into a stadium-style
road course featuring "The Chute" which provides spectators improved sight
lines and expanded viewing areas for increased spectator comfort and enjoyment.
TMS opened in April 1997 as the second-largest sports facility in the United
States. Since its inaugural Winston Cup event in 1997, TMS has significantly
expanded its parking areas and improved traffic control dramatically reducing
travel congestion.
In 1999, after planning to add more than 25,000 permanent seats, exclusive
of SPR, the Company's total permanent seating capacity will exceed 690,000 and
the total number of luxury suites will be approximately 659. In 1999, BMS is
reconstructing and expanding its dragstrip into a "state-of-the-art" dragway
with permanent grandstand seating, luxury suites, and extensive fan amenities
and facilities. Also in 1999, the Company expects to continue major renovations
at SPR, including its on-going reconfiguration into a stadium-style road racing
course, the addition of approximately 45,000 permanent seats, and further
improving and expanding concessions, restroom and other fan amenities
facilities. The Company continues to improve and expand concessions, restroom
and other fan amenities facilities at each of its speedways, as well as
reconfiguring traffic patterns, entrances, and expanding on-site roads and
available parking to ease congestion caused by the increases in attendance,
consistent with management's commitment to quality and customer satisfaction.
Management believes that the expansion and improvements will generate
additional admissions and event-related revenues.
MAXIMIZATION OF MEDIA EXPOSURE AND ENHANCEMENT OF BROADCAST AND
SPONSORSHIP REVENUES. NASCAR-sanctioned stock car racing is experiencing
significant growth in television viewership and spectator attendance. This
growth has allowed the Company to expand its television coverage to include
more races and to negotiate more favorable broadcast rights fees with
television networks as well as to negotiate more favorable contract terms with
sponsors. Management believes that spectator interest in stock car racing will
continue to grow, thereby increasing broadcast media and sponsors' interest in
the sport. The Company intends to increase media exposure of its current NASCAR
and IRL events, to add television coverage to other speedway events and to
further increase broadcast and sponsorship revenues. For instance, with over 30
million people visiting Las Vegas annually, management believes the newly
acquired LVMS has the potential to significantly increase broadcasting and
sponsorship revenues. Also, the acquisition of SPR marked the Company's entry
into the Northern California television market, which is currently the 5th
largest television market in the United States.
The LVMS acquisition is a major strategic transaction for the Company. It
achieves a critical mass west of the Mississippi River that will enhance the
Company's overall operations, as well as broadcast and sponsorship
opportunities. The Company intends to capitalize on its top market
entertainment value to further grow LVMS, the sport of NASCAR and other racing
series.
The Company is currently strategically positioned with speedways in six of
the premier markets in the United States, including three of the top ten
television markets. Also, the Company's NASCAR Winston Cup events in 1998
achieved four of the top eight television ratings, and rankings above the
average for all Winston Cup events. In February 1999, the Company obtained its
naming rights agreement involving Lowe's Home Improvements Warehouse -- a first
in the motorsports industry, and jointly announced it would be part of a newly
formed NASCAR television negotiating alliance. Management believes these
positive developments bode well for the Company's television contract
renegotiations in 2000 and beyond and for future naming rights possibilities.
Another example of the Company being a leading promoter is its joint venture
with Turner Sports in which LMSC's October 1998 NASCAR Winston Cup race was
broadcast on pay-per-view DirectTv,
7
<PAGE>
as well as on TBS. Subscribers to DirectTv received the full broadcast of the
race plus continuous broadcasts from four in-car cameras, along with constantly
updated graphics of various driver, car and race statistics.
FURTHER DEVELOPMENT OF FINISH LINE EVENTS AND LEGENDS CAR BUSINESS. In
January 1998, the Company restructured and consolidated its food, beverage and
souvenir operations into Finish Line Events, a wholly-owned subsidiary of the
Company. FLE provides event food, beverage, and souvenir merchandising
services, as well as expanded ancillary support services, to all of the
Company's facilities and other unaffiliated sports-related venues. The Company
believes this restructuring will provide better products and expanded services
to its customers, enhancing their overall entertainment experience, while
allowing the Company to achieve substantial operating efficiencies.
In 1992, the Company developed the Legends Circuit for which it
manufactures and sells cars and parts used in Legends Circuit racing events and
is the official sanctioning body. At retail prices starting at less than
$12,400, management believes that Legends Cars are economically affordable to a
new group of racing enthusiasts who previously could not race on an organized
circuit. Legends Cars are an increasingly important part of the Company's
business as revenues from this business have grown from $5.7 million in 1994 to
$10.9 million in 1998. As an extension of the Legends Car concept, the Company
released in late 1997 a new smaller, lower priced "Bandolero" stock car, which
appeals largely to younger racing enthusiasts. The Company intends to further
broaden the Legends Car Circuit, increasing the number of sanctioned races and
tracks at which Legend and Bandolero Car races are held in 1999.
INCREASED DAILY USAGE OF EXISTING FACILITIES. Management constantly seeks
revenue-producing uses for the Company's speedway facilities on days not
committed to racing events. Such other uses include car and truck shows,
supercross motorcycle racing, auto fairs, driving schools, vehicle testing and
settings for television commercials, concerts, holiday season festivities,
print advertisements and motion pictures. In 1998, the Company began hosting a
summer Legend Cars series at AMS and TMS, and in 1999 is planning to begin a
similar series at LVMS and SPR. Other examples of increased usage include
LMSC's hosting of the 35th Anniversary of the Mustang celebration, and TMS's
spring and fall Autofests featuring Pate Swap Meets in 1999. The Company is
also currently attempting to schedule music concerts at certain facilities.
Non-race-day track rental revenues were $1,730,000 in 1996, $3,092,000 in 1997
and $3,919,000 in 1998.
Along with such increased daily usage of the facilities, the Company
hosted one new IRL race event at both AMS and TMS in 1998. The TMS and LMSC
races were attended by the second and third largest crowds, respectively, ever
for an IRL event, exclusive of the Indianapolis 500. In 1999, the Company is
hosting five IRL events, including LVMS. Also, the IRL season championship
finale has been moved to TMS coupled with a NASCAR Craftsman Truck Series race.
With more than twelve different track configurations at LVMS, including a 2.5
mile road course, 1/4 mile dragstrip, 1/8 mile dragstrip, 1/2 mile clay
oval, 3/8 mile paved oval and several other race courses, the Company plans to
capitalize on its top market entertainment value to further grow the speedway
and other racing series, and to promote new expanded venues.
ACQUISITION AND DEVELOPMENT OF ADDITIONAL MOTORSPORTS FACILITIES. The
Company also considers growth by acquisition and development of motorsports
facilities as appropriate opportunities arise. The Company acquired Bristol
Motor Speedway in January 1996, Sears Point Raceway in November 1996, and Las
Vegas Motor Speedway in December 1998. In 1997, the Company completed
construction of Texas Motor Speedway. The Company continuously seeks to locate,
acquire, develop and operate venues which the Company feels are underdeveloped
or underutilized and to capitalize on markets where the pricing of sponsorships
and television rights are considerably more lucrative.
OPERATIONS
The Company's operations consist principally of racing and related events.
The Company also sells Legends and Bandolero Cars and is the official
sanctioning body for the Legends and Bandolero Car Racing Circuits. Its other
activities are ancillary to its core business of racing.
RACING AND RELATED EVENTS
NASCAR-sanctioned races are held annually at each of the Company's
speedways. The following are summaries of racing events scheduled in 1999 at
each Company speedway. Management is actively pursuing the scheduling of
additional motorsports racing and other events.
8
<PAGE>
AMS. In March 1999, AMS conducted the Cracker Barrel Old Country Store 500
Winston Cup race and the Yellow Freight 300 Busch Grand National race. AMS is
scheduled to hold the last Winston Cup race of the season, as well as several
other races and events. Its NASCAR-sanctioned racing schedule is as follows:
<TABLE>
<CAPTION>
DATE EVENT CIRCUIT
- ------------ ----------------------------------------- ----------------------------
<S> <C> <C>
March 13 "Yellow Freight 300" Busch Grand National
March 14 "Cracker Barrel Old Country Store 500" Winston Cup
November 21 "NAPA 500" Winston Cup
</TABLE>
In 1999, AMS is also scheduled to sponsor an IRL event and two ARCA races.
BMS. In 1999, BMS is scheduled to hold two Winston Cup races and two Busch
Grand National races, as well as several other races and events. Its
NASCAR-sanctioned racing schedule is as follows:
<TABLE>
<CAPTION>
DATE EVENT CIRCUIT
- ------------ ------------------------------ ----------------------------
<S> <C> <C>
April 10 "Moore's Snack Food 250" Busch Grand National
April 11 "Food City 500" Winston Cup
August 27 "Food City 250" Busch Grand National
August 28 "Goody's Headache Powder 500" Winston Cup
</TABLE>
In 1999, BMS is also scheduled to sponsor a NASCAR Craftsman Truck Series
event and the NHRA's "The Winston No-Bull Showdown" all-star race.
LMSC. In 1999, LMSC is scheduled to hold three Winston Cup races and two
Busch Grand National races, as well as several other races and events. Its
NASCAR-sanctioned racing schedule is as follows:
<TABLE>
<CAPTION>
DATE EVENT CIRCUIT
- ------------ ------------------------------------------- ----------------------------
<S> <C> <C>
May 22 "The Winston" Winston Cup (all-star race)
May 29 "CARQUEST Auto Parts 300" Busch Grand National
May 30 "Coca-Cola 600" Winston Cup
October 9 "All Pro Auto Parts Bumper to Bumper 300" Busch Grand National
October 10 "UAW-GM Quality 500" Winston Cup
</TABLE>
In 1999, LMSC is also scheduled to sponsor an IRL event and two ARCA
races.
LVMS. In March 1999, LVMS conducted the Las Vegas 400 Winston Cup race and
the Sam's Town 300 Busch Grand National race, among others. Its
NASCAR-sanctioned racing schedule is as follows:
<TABLE>
<CAPTION>
DATE EVENT CIRCUIT
- --------- ------------------ ---------------------
<S> <C> <C>
March 6 "Sam's Town 300" Busch Grand National
March 7 "Las Vegas 400" Winston Cup
</TABLE>
In 1999, LVMS is also scheduled to sponsor one NASCAR Craftsman Truck
Series event, one IRL event, two NASCAR Winston West and two Winston Southwest
Series events, and various AMA, NHRA, World of Outlaws and other events.
SPR. In 1999, SPR is scheduled to hold one Winston Cup race, as well as
several other races and events. Its NASCAR-sanctioned racing schedule is as
follows:
<TABLE>
<CAPTION>
DATE EVENT CIRCUIT
- --------- -------------------------- ---------------------
<S> <C> <C>
June 27 "Save Mart / Kragen 350" Winston Cup
</TABLE>
In 1999, SPR is also scheduled to sponsor a NHRA Nationals event, a NASCAR
Winston Southwest Series event, and various AMA, Sports Car Club of America and
other racing events.
TMS. In 1999, TMS conducted the PRIMESTAR 500 Winston Cup race and
Coca-Cola 300 Busch Grand National race, as well as several other races and
events. Its NASCAR-sanctioned racing schedule is as follows:
<TABLE>
<CAPTION>
DATE EVENT CIRCUIT
- --------- ------------------ ---------------------
<S> <C> <C>
March 27 "Coca-Cola 300" Busch Grand National
March 28 "PRIMESTAR 500" Winston Cup
</TABLE>
In 1999, TMS is also scheduled to sponsor two NASCAR Craftsman Truck
Series events and two IRL events.
9
<PAGE>
The following table shows selected revenues for the years ended December
31, 1996, 1997 and 1998. All amounts for 1996, 1997 and 1998 exclude
information for LVMS before the December 1, 1998 acquisition.
<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Admissions .................. $ 52,451 $ 94,032 $107,601
Sponsorship revenue ......... 6,989 14,646 18,346
Broadcast revenue ........... 5,299 17,947 20,014
Other ....................... 37,374 65,501 83,835
-------- -------- --------
Total ........................... $102,113 $192,126 $229,796
======== ======== ========
</TABLE>
ADMISSIONS. Grandstand ticket prices at the Company's NASCAR-sanctioned
events in 1999 range from $15.00 to $130.00. In general, the Company is raising
ticket prices as the cost of living increases.
SPONSORSHIP REVENUE. The Company's revenue from corporate sponsorships is
paid in accordance with negotiated contracts. The identities of sponsors and
the terms of sponsorship change from time to time. The Company currently has
sponsorship contracts with such major manufacturing and consumer products
companies as Coca-Cola, General Motors, Miller Brewing Company, Anheuser-Busch,
NAPA, Cracker Barrel, PRIMESTAR, Goody's, Save Mart, Kragen, Chevrolet and
Ford. Some contracts allow the sponsor to name a particular racing event, as in
the "Coca-Cola 600" and the "UAW-GM Quality 500." Other consideration ranges
from "Official Car" designation (as with Ford at AMS, and Chevrolet at BMS,
LMSC, LVMS, SPR and TMS) to exclusive advertising and promotional rights in the
sponsor's product category (as with Anheuser-Busch at AMS, BMS, LVMS and TMS,
Coors also at TMS, and Miller at LMSC). Also, the Company obtained a naming
rights agreement in early 1999 renaming Charlotte Motor Speedway as Lowe's
Motor Speedway at Charlotte. None of the Company's event sponsors accounted for
as much as 5% of total revenues in 1998.
BROADCAST REVENUE. The Company has negotiated contracts with television
networks and stations for the broadcast coverage of all of its
NASCAR-sanctioned events. The Company has contracts with ABC, CBS, ESPN, TBS
and TNN covering events at AMS, BMS, LMSC, SPR and TMS. The Company also
broadcasts all of its NASCAR Winston Cup and Busch Grand National Series races
over its proprietary Performance Racing Network ("PRN"), which is syndicated to
more than 500 stations. PRN also sponsors a weekly racing-oriented program
throughout the NASCAR season, which is syndicated to more than 175 stations.
The Company derives revenue from the sale of commercial time on PRN. None of
the Company's broadcast contracts accounted for as much as 5% of total revenues
in 1998.
OTHER REVENUE. The Company derives other revenue from the sale of
souvenirs and concessions, from fees paid for catering "hospitality" receptions
and private parties at its speedways and from parking. Also, as of December 31,
1998, the Company's speedway facilities include a total of approximately 659
luxury suites available for leasing to corporate sponsors or others at current
1999 annual rates ranging from $20,000 to $100,000. LMSC has also constructed
40 open-air boxes, each containing 32 seats, which are currently available for
renting by corporate sponsors or others at annual rates of up to $37,000. The
Company's tracks and related facilities often are leased to others for use in
driving schools, testing, research and development of race cars and racing
products, use as settings for commercials and motion pictures, and other
outdoor events. The Company also derives other revenue from the sale of Legend
and Bandolero cars and parts, and industrial park rental revenues.
QUAD-CITIES INTERNATIONAL RACEWAY PARK. In October 1996, the Company
signed a joint management and development agreement with Quad-Cities
International Raceway Park. The Company will serve in an advisory capacity for
the development of a multi-use facility, which includes a speedway in northwest
Illinois. The agreement also grants the Company the option to purchase up to
40% equity ownership in the facility. The option has not been exercised.
600 RACING AND THE LEGENDS CARS CIRCUIT
Introduced by the Company in 1992, Legends Cars are 5/8-scale versions of
the modified cars driven by legendary early NASCAR racers. Designed primarily
to race on "short" tracks of 3/8-mile or less, they are currently available in
eight body styles modeled after classic sedans and coupes. Legends Circuit
races are sanctioned by the Company's subsidiary, 600 Racing, and continue to
be the fastest growing short track racing division in motorsports. More than
1,500 sanctioned races were held nationwide in 1998, and 600 Racing is now the
third largest short track sanctioning body in terms of membership behind NASCAR
and IMSA. Since 1995, Legends Cars have been manufactured by 600 Racing at a
leased 92,000-square-foot facility located approximately two miles from LMSC.
10
<PAGE>
Management believes that the Legends Car is one of only a few complete
race cars manufactured in the United States for a retail price of less than
$12,400. At these retail prices, management believes that Legends Cars are
economically affordable to a new group of racing enthusiasts who otherwise
could not race on an organized circuit. Legends Cars are not designed for
general road use. Cars and parts are currently marketed and sold through
approximately 45 distributors doing business throughout the United States,
Canada, and Europe.
In late 1997, 600 Racing released a new "Bandolero" line of smaller,
lower-priced, entry level stock cars, which is expected to appeal to younger
racing enthusiasts. The Company further broadened the Legends Car Circuit in
1998, increasing the number of sanctioned races and tracks at which Legend and
Bandolero Car races are held. In 1998, 600 Racing also began conducting
sanctioned Legend and Bandolero Car races at AMS and TMS, as well as again at
LMSC, and in 1999, plans to begin at both SPR and LVMS.
OTHER ACTIVITIES
The Company also owns Smith Tower, a seven-story, 135,000 square foot
building adjoining the main grandstand and overlooking the principal track at
LMSC. Smith Tower houses the Speedway Club, the corporate offices of LMSC and
office space leased to others. The Speedway Club is an exclusive dining and
entertainment facility located on the fifth and sixth floors of Smith Tower.
The Company has constructed a similar office tower adjoining the main
grandstand and overlooking the track at TMS. This TMS tower houses The Texas
Motor Speedway Club and corporate offices. The Company is currently conducting
a membership drive for The Texas Motor Speedway Club, which contains a first
class, year round dining-entertainment club and a health-fitness club. The
Texas Motor Speedway Club opened in March 1999. Open year-round, these two VIP
clubs are a focal point of the Company's efforts to improve the amenities and
enhance the comfort of its facilities for the benefit of spectators.
The Company has built 46 trackside condominiums at AMS of which 41 were
sold as of December 31, 1998. Also, the Company completed construction of 76
condominiums at TMS above turn two of the speedway, 66 of have been sold or
contracted for sale as of December 31, 1998. The Company has built and sold 40
trackside condominiums at LMSC in the 1980's and another 12 units at LMSC from
1991 to 1994. Some are used by team owners and drivers, which is believed to
enhance their commercial appeal.
COMPETITION
The Company is the leading motorsports promoter in the local and regional
markets served by AMS, BMS, LMSC, LVMS, SPR and TMS, and competes regionally
and nationally with other speedway owners to sponsor events, especially NASCAR,
IRL and NHRA sanctioned events. The Company also must compete for spectator
interest with all forms of professional and amateur spring, summer and fall
sports conducted in and near Atlanta, Bristol, Charlotte, Las Vegas, Fort
Worth, and Sonoma. The Company also competes for attendance with a wide range
of other available entertainment and recreational activities.
EMPLOYEES
As of December 31, 1998, the Company had approximately 860 full-time
employees and 110 part-time employees. The Company hires temporary employees to
assist during periods of peak attendance at its events. None of the Company's
employees are represented by a labor union. Management believes that the
Company enjoys a good relationship with its employees.
ENVIRONMENTAL MATTERS
Solid waste landfilling has occurred on and around the Company's property
at LMSC for many years. Landfilling of general categories of municipal solid
waste on the LMSC property ceased in 1992. However, there are two landfills
currently operating at LMSC that are permitted to receive inert debris and
waste from land clearing activities ("LCID" landfills). Two other LCID
landfills on the LMSC property were closed in 1994. LMSC intends to allow
similar LCID landfills to be operated on the LMSC property in the future. LMSC
also leases a portion of its property to a subsidiary of Browning-Ferris
Industries, Inc. ("BFI") for use as a construction and demolition debris
landfill (a "C&D" landfill), which can receive solid waste resulting solely
from construction, remodeling, repair or demolition operations on pavement,
buildings or other structures, but cannot receive inert debris, land-clearing
debris or yard debris. In addition, the BFI subsidiary owns and operates an
active solid waste landfill adjacent to LMSC. Management believes that the
active solid waste landfill was constructed in such a manner as to minimize the
risk of contamination to surrounding property.
11
<PAGE>
Portions of the inactive solid waste landfill areas on the LMSC property
are subject to a groundwater monitoring program and data are submitted to the
North Carolina Department of Environment, and Natural Resources ("DENR"). DENR
has noted that data from certain groundwater sampling events have indicated
levels of certain regulated compounds that exceed acceptable trigger levels and
organic compounds that exceed regulatory groundwater standards. DENR has not
acted to require any remedial action by the Company at this time with respect
to this situation. In the future, DENR could possibly require the Company to
take certain actions with respect to this situation that could result in
material costs being incurred by the Company.
Management believes that the Company's operations, including the landfills
on its property, are in substantial compliance with all applicable federal,
state and local environmental laws and regulations. Nonetheless, if damage to
persons or property or contamination of the environment is determined to have
been caused by the conduct of the Company's business or by pollutants,
substances, contaminants or wastes used, generated or disposed of by the
Company, or which may be found on the property of the Company, the Company may
be held liable for such damage and may be required to pay the cost of
investigation or remediation, or both, of such contamination or damage caused
thereby. The amount of such liability, as to which the Company is self-insured,
could be material. Changes in federal, state or local laws, regulations or
requirements, or the discovery of previously unknown conditions, could require
additional expenditures by the Company.
PATENTS AND TRADEMARKS
The Company has trademark rights in "Atlanta Motor Speedway" and
"Charlotte Motor Speedway." It also has trademark rights concerning its Legends
Cars, "600 Racing" and its corporate logos. Trademark and service mark
registrations are pending with respect to "Speedway Motorsports," "Bristol
Motor Speedway," "Sears Point Raceway" and "Texas Motor Speedway." The Company
also has two patent applications pending with respect to its Legends Car
technology. Management's policy is to protect its intellectual property rights
zealously, including through litigation, to protect their proprietary value in
souvenir sales and market recognition.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at U.S. Highway 29
North, Concord, North Carolina, 28026, and its telephone number is (704)
455-3239. A description of each Company speedway follows:
ATLANTA MOTOR SPEEDWAY. AMS is located on 870 acres of Company-owned land
in Hampton, Georgia, approximately 30 miles south of downtown Atlanta. Built in
1960, today it is a modern, attractive facility. In 1996, the Company completed
17 new suites at AMS, reconfigured AMS's main entrances and expanded on-site
roads to ease congestion caused by the increases in attendance. In November
1997, the Company completed major renovations at AMS, including its
reconfiguration into a "state-of-the-art" 1.54 mile, lighted, quad-oval
superspeedway, the addition of approximately 22,000 permanent seats, including
58 new suites, and changing the start-finish line location. Other significant
improvements in 1997 included new scoreboards, new garage areas, and new
infield media and press box centers. Lighting was installed for its inaugural
IRL night race in August 1998. At December 31, 1998, AMS had permanent seating
capacity of approximately 124,000, including 141 new luxury suites. In 1999,
AMS plans to improve and expand its on-site roads and available parking, as
well as reconfiguring traffic patterns and entrances, to ease congestion and
improve traffic flow. AMS has constructed 46 condominiums overlooking the
Atlanta speedway and is in the process of selling the four remaining
condominiums.
BRISTOL MOTOR SPEEDWAY. In January 1996, the Company acquired 100% of the
capital stock of BMS. BMS is located on approximately 550 acres in Bristol,
Tennessee and is a one-half mile, lighted, 36-degree banked concrete oval. BMS
also owns and operates a one-quarter mile lighted dragstrip. BMS is one of the
most popular facilities in the Winston Cup circuit among race fans due to its
36 degree banked turns and lighted nighttime races. Management believes that
spectator demand for its Winston Cup events at BMS exceeds existing permanent
seating capacity. In 1996, BMS added approximately 6,000 permanent grandstand
seats and relocated various souvenir, concessions and restroom facilities to
the mezzanine level to increase spectator convenience and accessibility. In
1997, BMS added approximately 39,000 permanent grandstand seats and constructed
55 new suites for a net increase of 31. In 1998, BMS added approximately 19,000
permanent grandstand seats, including 42 new luxury suites, again featuring a
new stadium-style terrace section and mezzanine level facilities for enhanced
spectator convenience and assessibility, and made other site improvements. At
December 31, 1998, BMS had permanent seating capacity of approximately 134,000,
including 97 luxury suites. In 1999, BMS is reconstructing and expanding its
dragstrip into a "state-of-the-art" dragway with permanent grandstand seating,
luxury suites, and extensive fan amenities and facilities. Construction of the
Bristol Dragway is expected to be completed in 1999, and its inaugural National
Hot Rod Association (NHRA) sanctioned Winston Showdown will be hosted in July
1999. Bristol Dragway will also host regional and weekly drag racing events, as
well as various auto shows.
12
<PAGE>
LOWE'S MOTOR SPEEDWAY (FORMERLY KNOWN AS CHARLOTTE MOTOR SPEEDWAY). LMSC
is located in Concord, North Carolina, approximately 12 miles northeast of
uptown Charlotte. On Winston Cup race days it uses more than 1,000 acres of
land, some of which is leased from others. LMSC was among the first
superspeedways built and today is a modern, attractive facility. The principal
track is a 1.5-mile banked asphalt quad-oval facility in excellent condition,
having been repaved in 1994, and was the first superspeedway in North America
lighted for nighttime racing. LMSC also has three lighted "short" tracks (a
1/5-mile asphalt oval, a 1/4-mile asphalt oval and a 1/5-mile dirt oval), as
well as a 2.25-mile asphalt road course. The Company has consistently improved
and increased spectator seating arrangements at LMSC. In 1997, LMSC added a
"state-of-the-art" 25,000 seat grandstand, featuring a unique mezzanine level
concourse and 26 new suites, among other site improvements. In 1998, LMSC added
approximately 12,000 permanent seats, including 12 new luxury suites, again
featuring a new stadium-style terrace section and mezzanine level facilities
for enhanced spectator convenience and assessibility. LMSC also further
expanded parking areas to accommodate the increases in attendance and to ease
congestion. At December 31, 1998, LMSC had permanent seating capacity of
approximately 147,000, including 125 luxury suites. In 1999, LMSC plans to add
approximately 10,000 permanent seats, further expand concessions, restroom and
other fan amenities, and make other site improvements.
LAS VEGAS MOTOR SPEEDWAY. LVMS, located on approximately 1,300 acres in
Las Vegas, Nevada, is a 1.5 mile, lighted, asphalt superspeedway, and includes
several other on-site race tracks and a 1.4 million square foot on-site
industrial park. The other race tracks include a 1/4 mile dragstrip, 1/8 mile
dragstrip, 2.5 mile road course, 1/2 mile clay oval, 3/8 mile paved oval,
motocross and other off-road race courses. Construction of LVMS was
substantially completed in 1997 and its first major NASCAR Winston Cup Series
race was held in March 1998. As of December 31, 1998, construction of the 1.4
million square foot industrial park was nearing completion and is expected to
commence operations in early 1999. The industrial park is expected to be leased
under triple net operating leases primarily to businesses and individuals
involved in racing and related industries. At December 31, 1998, LVMS had
permanent seating capacity of approximately 107,000, including 102 luxury
suites. In 1999, LVMS plans to add approximately 15,000 permanent seats, expand
concessions, restroom and other fan amenities facilities, and make other site
improvements.
SEARS POINT RACEWAY. SPR, located on approximately 1,500 acres in Sonoma,
California, consists of a 2.52-mile, twelve-turn road course, a one-quarter
mile dragstrip, and a 157,000 square foot industrial park. SPR currently does
not have permanent seating capacity but provides temporary seating and suites
for approximately 24,000 spectators in addition to other general admission
seating arrangements along its 2.52 mile road course. In 1997, SPR made various
parking, road improvements and grading changes to improve spectator sight
lines, and to increase and improve seating and facilities for spectator and
media amenities. In 1998, SPR acquired adjoining land to provide an additional
entrance and expanded spectator parking areas to accommodate the increases in
attendance and to ease congestion. Also in 1998, SPR was partially reconfigured
into a 1.9 mile stadium-style road course featuring "The Chute" which provides
spectators with improved sight lines and expanded viewing areas. Pending
governmental approvals, in 1999, the Company expects to begin major renovations
at SPR, including its on-going reconfiguration into a "stadium-style" road
racing course, the addition of approximately 45,000 permanent seats, and
improving and expanding concessions, restroom and other fan amenities
facilities.
TEXAS MOTOR SPEEDWAY. TMS, located on approximately 1,360 acres in Fort
Worth, Texas, is a 1.5-mile, lighted, banked, asphalt quad-oval superspeedway
with a permanent seating capacity of approximately 153,000, including 194
suites, and 76 condominiums. TMS, the second-largest sports facility in the
United States in terms of permanent seating capacity, hosted its first major
NASCAR Winston Cup race on April 6, 1997, preceded by a Busch Grand National
race. TMS was designed to maximize spectator comfort and enjoyment, and further
design improvements are expected at TMS as management acquires operating
experience with this new facility. The TMS facilities are subject to a lease
transaction with the Fort Worth Sports Authority as of December 31, 1998. See
Note 2 to the Consolidated Financial Statements for information on the terms
and conditions of the lease transaction. In addition to adding approximately
3,000 permanent seats, among other site improvements, TMS significantly
expanded its parking areas and improved traffic control dramatically reducing
travel congestion.
In addition, TMS has constructed an office tower adjoining the main
grandstand and overlooking the speedway, similar to The Speedway Club at LMSC.
This TMS tower houses The Texas Motor Speedway Club and corporate offices. The
Company is currently conducting a membership drive for The Texas Motor Speedway
Club which opened in March 1999.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to ordinary routine litigation incidental to its
business. Management does not believe that the resolution of any or all of such
litigation is likely to have a material adverse effect on the Company's
financial condition or results of operations.
13
<PAGE>
On April 23, 1996, the Northwest Independent School District (the "Texas
School District"), within whose borders TMS is located, filed a complaint
against TMS, among others, in a case styled Northwest Independent School
District v. City of Fort Worth, FW Sports Authority, Inc., the Governor of
Texas, the Comptroller of Public Accounts of Texas, the Attorney General and
Texas Motor Speedway, Inc. (the "School District Litigation"). The School
District Litigation was filed in State District Court of Travis County, Texas
seeking a judgement that the statutory basis for any claimed tax exemption for
TMS is unconstitutional under the Texas Constitution and that TMS will be
required to pay ad valorem taxes on the TMS facility. The Texas School District
has the power to levy ad valorem taxes against TMS if the TMS facility is not
exempt property. All defendants successfully moved for dismissal on the grounds
that the School District Litigation had been improperly brought in Travis
County, Texas, rather than in the county in which TMS is located, as provided
in Texas statutory procedural rules for challenging claims of ad valorem tax
exemptions. In June 1997, the Texas Court of Appeals, an intermediate appellate
court in Austin, Texas denied the Texas School District's appeal and sustained
the dismissal by the state district court. Subsequently, the Texas School
District filed an administrative protest with the Denton County, Texas Tax
Appraisal District, which substantially realleges the allegations expressed
originally in the School District Litigation and challenges the tax exempt
status of the TMS facility. By order entered on June 19, 1997, the Denton
County, Texas Tax Appraisal District confirmed the tax exempt status of the TMS
properties. The Texas School District appealed that order in state district
court. The case remains in its discovery phase. The Company has vigorously
defended, and will continue to defend, the tax exempt status of TMS. At this
pretrial stage in the proceeding, management is unable to quantify with any
certainty the tax effect on the Company of any outcome in this matter.
On December 18, 1996, TMS conveyed its facility properties to the FW
Sports Authority, a non-profit corporate instrumentality of the City of Fort
Worth, Texas, for a specified amount payable over 30 years from incremental tax
funds collected on non-exempt properties located within the boundaries of a
reinvestment zone established by the City. TMS simultaneously entered into a
lease with the FW Sports Authority ("TMS Lease") with an option to repurchase
the properties under specified conditions. The TMS Lease is a "triple-net"
lease and TMS is, therefore, required to pay all costs of maintenance, upkeep
and insurance relating to the TMS facility and is entitled to receive all
revenues therefrom. Because the properties are owned by a public
instrumentality and are to be used for public recreational purposes, the TMS
facility properties are listed as exempt from ad valorem taxes on the property
tax rolls of the Tarrant and Denton County Tax Appraisal Districts. Like other
publicly owned professional sports facilities, significant ad valorem tax
savings are expected over the next 30 years. Should the Texas School District
successfully challenge the ad valorem tax exemption, the TMS Lease provides
that all taxes levied on the TMS facility properties, including any claims for
back taxes, are payable by TMS and the Company. A bill was recently introduced
in the Texas Legislature seeking to prohibit non-profit corporate
instrumentalities, like the FW Sports Authority, from owning and leasing sports
and recreational facilities unless the voters of the sponsoring City have
affirmatively voted for certain sales taxes. The Company intends to vigorously
oppose the passage of this bill and to make all legal challenges to the bill
should it become law. No assurance can be given that the Company will be
successful in protecting the tax exempt status of the TMS facility. If the TMS
facility loses its tax exempt status, the TMS Lease provides TMS with a
purchase option that is immediately exercisable provided that TMS continues to
operate the speedway as a motorsports facility for 15 years.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1998, no matters were submitted to a vote of
security holders.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The common stock of SMI, $.01 per share par value (the "Common Stock"), is
traded on the New York Stock Exchange ("NYSE") under the symbol "TRK." The
Common Stock has traded on the NYSE since the Company's initial public offering
(the "IPO") in February 1995. As of March 26, 1999, giving effect to the Stock
Split, 41,512,121 shares of Common Stock were outstanding and there were
approximately 3,027 record holders of Common Stock.
On February 9, 1996, SMI's Board of Directors approved the two for one
Stock Split effected as of March 15, 1996 in the form of a 100% Common Stock
dividend payable to stockholders of record as of February 26, 1996.
At the 1998 annual meeting on May 5, 1998, the Company's stockholders
approved amendments increasing the number of shares of common stock issuable
under each stock option plan as follows: from 2,000,000 to 3,000,000 shares
under the 1994 Stock Option Plan; from 400,000 to 800,000 shares under the
Formula Stock Option Plan; and from 200,000 to
14
<PAGE>
400,000 shares under the Employee Stock Purchase Plan. The amendments allow
future grants to key employees, independent directors and other eligible
employees.
The Company intends to retain future earnings to provide funds for the
operation and expansion of its business. As a holding company, the Company will
depend on dividends and other payments from each of its speedways and its other
subsidiaries to pay cash dividends to stockholders, as well as to meet debt
service and operating expense requirements.
The Company does not anticipate paying any cash dividends in the
foreseeable future. Any decision concerning the payment of dividends on the
Common Stock will depend upon the results of operations, financial condition
and capital expenditure plans of the Company, as well as such other factors as
the Board of Directors, in its sole discretion, may consider relevant.
Furthermore, the Credit Facility (as described in "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Dividends," and in Note 5 to the Consolidated Financial
Statements) includes covenants which preclude the payment of dividends.
The following table sets forth the high and low closing sales prices for
the Company's Common Stock, as reported by the NYSE Composite Tape for each
calendar quarter during the periods indicated.
<TABLE>
<CAPTION>
1998 HIGH LOW
- ------------------------------- ------------ ------------
<S> <C> <C>
First Quarter ........... $ 27.875 $ 23.063
Second Quarter .......... 29.188 23.188
Third Quarter ........... 26.000 16.250
Fourth Quarter .......... 29.563 16.313
1997
- ----------
First Quarter ........... 25.125 19.250
Second Quarter .......... 24.125 20.750
Third Quarter ........... 24.563 20.688
Fourth Quarter .......... 24.813 21.750
</TABLE>
15
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data for the five years ended December
31, 1998 have been derived from audited financial statements. The financial
statements for each of the three years ended December 31, 1998 were audited by
Deloitte & Touche LLP, independent auditors, and these financial statements and
auditors' report are contained elsewhere herein. All of the data set forth
below are qualified by this reference to, and should be read in conjunction
with, the Company's Consolidated Financial Statements (including the Notes
thereto), and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing elsewhere herein.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31:
-------------------------------------------------------------
1994 1995 1996 1997 1998
---------- ------------ ------------ ------------ -----------
INCOME STATEMENT DATA (1) (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues:
Admissions ................................................. $ 31,523 $ 36,569 $ 52,451 $ 94,032 $ 107,601
Event-related revenue ...................................... 24,814 27,783 36,414 83,177 105,459
Other operating revenue .................................... 8,200 11,221 13,248 14,917 16,736
-------- -------- -------- -------- ---------
Total revenues ........................................... 64,537 75,573 102,113 192,126 229,796
-------- -------- -------- -------- ---------
Operating Expenses:
Direct expense of events ................................... 18,327 19,999 30,173 65,347 83,046
Other direct operating expense ............................. 6,110 7,611 8,005 9,181 10,975
General and administrative ................................. 11,812 13,381 16,995 31,623 34,279
Non-cash stock compensation (2) ............................ 3,000 -- -- -- --
Depreciation and amortization .............................. 4,500 4,893 7,598 15,742 21,701
Preoperating expense of new facility (3) ................... -- -- -- 1,850 --
-------- -------- -------- -------- ---------
Total operating expenses ................................... 43,749 45,884 62,771 123,743 150,001
-------- -------- -------- -------- ---------
Operating income ............................................ 20,788 29,689 39,342 68,383 79,795
Interest income (expense), net .............................. (3,855) (24) 1,316 (5,313) (12,228)
Bridge loan cost amortization (4) ........................... -- -- -- -- (752)
Other income ................................................ 1,592 3,625 2,399 991 3,202
-------- -------- -------- -------- ---------
Income from continuing operations before income taxes ....... 18,525 33,290 43,057 64,061 70,017
Provision for income taxes .................................. 8,055 13,700 16,652 25,883 27,646
-------- -------- -------- -------- ---------
Income from continuing operations ........................... 10,470 19,590 26,405 38,178 42,371
Discontinued operations ..................................... (294) -- -- -- --
-------- -------- -------- -------- ---------
Income before extraordinary item ............................ 10,176 19,590 26,405 38,178 42,371
Extraordinary item, net ..................................... -- (133) -- -- --
-------- -------- -------- -------- ---------
Net income .................................................. $ 10,176 $ 19,457 $ 26,405 $ 38,178 $ 42,371
======== ======== ======== ======== =========
Income from continuing operations applicable to Common
Stock (5) .................................................. $ 7,464 $ 19,590 $ 26,405 $ 38,178 $ 42,371
======== ======== ======== ======== =========
Income per share from continuing operations applicable to
Common Stock -- basic (6) .................................. $ 0.25 $ 0.53 $ 0.65 $ 0.92 $ 1.02
======== ======== ======== ======== =========
Weighted average shares outstanding -- basic (6) ............ 30,000 36,663 40,476 41,338 41,482
======== ======== ======== ======== =========
Income per share from continuing operations applicable to
Common Stock -- diluted (6) ................................ $ 0.25 $ 0.52 $ 0.64 $ 0.89 $ 1.00
======== ======== ======== ======== =========
Weighted average shares outstanding -- diluted (6) .......... 30,400 37,275 41,911 44,491 44,611
======== ======== ======== ======== =========
BALANCE SHEET DATA (1)
Total assets ................................................ $ 93,453 $136,446 $409,284 $597,168 $ 904,877
Long-term debt, including current maturities:
Loans payable to NationsBank and other (7) ................. 47,261 1,806 23,465 1,433 254,714
Senior subordinated notes .................................. -- -- -- 124,674 124,708
Convertible subordinated debentures ........................ -- -- 74,000 74,000 74,000
Capital lease obligation ................................... -- -- 18,165 19,433 502
Stockholders' equity ........................................ $ 19,232 $ 95,380 $204,735 $244,114 $ 287,120
</TABLE>
16
<PAGE>
- ---------
(1) These data for 1994 and 1995 include AMS and LMSC; for 1996 include BMS
acquired in January 1996 and SPR acquired in November 1996; for 1997
include TMS which hosted it first racing event on April 6, 1997; and for
1998 include LVMS acquired in December 1998. See Note 1 to the
Consolidated Financial Statements.
(2) On December 21, 1994, the Company granted options to nine employees to
purchase an aggregate of 800,000 shares of Common Stock at an exercise
price of $3.75 per share. As a result, the Company recorded a non-cash
stock compensation charge of $3.0 million (before tax) in December 1994,
which represents the difference between managements' estimate of the fair
value of the Common Stock at the date of grant, after considering the then
proposed initial public offering of the Company's stock, and the exercise
price of the options granted.
(3) Preoperating expenses consist of non-recurring and non-event related costs
to develop, organize and open TMS, which hosted its first racing event on
April 6, 1997.
(4) Bridge loan cost amortization results from financing costs incurred
amending the Company's bank credit facility and bridge loan to fund the
December 1, 1998 acquisition of LVMS. See Note 5 to the Consolidated
Financial Statements. Associated deferred financing costs of $4,050,000
are being amortized over the loan term which matures May 18, 1999.
(5) The data for 1994 represents reported income from continuing operations
less accretion in the estimated redemption value of certain warrants to
purchase AMS stock. On December 16, 1994, AMS redeemed such warrants from
NationsBank, N.A. (Carolinas).
(6) The 1994 income per share from continuing operations applicable to common
stock has been prepared on a pro forma basis to reflect the 30,000,000
common shares outstanding after giving effect to a restructuring whereby
AMS and LMSC became wholly-owned subsidiaries of SMI. Income per share
from continuing operations applicable to common stock represents basic and
diluted earnings per share. See Note 6 to the Consolidated Financial
Statements.
(7) Other notes payable principally represents a road construction loan of
$1,465,000, $983,000 and $647,000 outstanding as of December 31, 1996,
1997 and 1998, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of the results of operations and
financial condition as of December 31, 1998 should be read in conjunction with
the Consolidated Financial Statements (including the Notes thereto) appearing
elsewhere herein.
OVERVIEW
The Company derives revenues principally from the sale of tickets to
automobile races and other events held at its speedway facilities, from the
sale of food, beverage and souvenirs during such events, from the sale of
sponsorships to companies that desire to advertise or sell their products or
services at such events, and from the licensing of television, cable network
and radio rights to broadcast such events. The Company derives additional
revenue from The Speedway Club, a dining and entertainment facility at LMSC,
Legends Car operations, and from Oil-Chem, a wholly-owned subsidiary, that
produces an environmentally friendly motor oil additive that the Company
intends to promote in conjunction with its speedways.
The Company classifies its revenues as admissions, event-related revenues
and other operating revenue. "Admissions" includes ticket sales for all of the
Company's events. "Event related revenues" includes food, beverage and souvenir
sales, luxury suite rentals, sponsorship fees and broadcast right fees. "Other
operating revenue" includes the Speedway Club, Legends Car, industrial park
rental and Oil-Chem revenues. The Company's revenue items produce different
operating margins. Sponsorships, broadcast rights, ticket sales and luxury
suite rentals produce higher margins than concessions and souvenir sales, as
well as Legends Car sales.
The Company classifies its expenses to include direct expense of events
and other direct operating expense, among other things. "Direct expense of
events" principally consists of race purses, sanctioning fees, cost of souvenir
sales, compensation of certain employees and advertising. "Other direct
operating expense" includes the cost of the Speedway Club and Legends Car
sales, and industrial park rentals and Oil-Chem revenues.
The Company sponsors and promotes outdoor motorsports events. Weather
conditions affect sales of tickets, concessions and souvenirs, among other
things, at these events. Although the Company sells tickets well in advance of
its events, poor weather conditions can have an effect on the Company's results
of operations.
17
<PAGE>
Significant growth in the Company's revenues will depend on consistent
investment in facilities. The Company has several capital projects underway at
each of its speedways.
The Company does not believe that its financial performance has been
materially affected by inflation. The Company has been able to mitigate the
effects of inflation by increasing prices.
RESULTS OF OPERATIONS
In 1998, the Company began operating certain food and beverage concession
activities through its wholly-owned subsidiary Finish Line Events, which
previously had been procured from a third party. As a result, revenues and
expenses associated with such concession activities for the year ended December
31, 1998 are included in event related revenues, direct expense of events and
general and administrative expense. For the years ended December 31, 1996 and
1997, the Company's operating profits from such activities under its
arrangement with the outside vendor were reported as event related revenue.
The table below shows the relationship of income and expense items
relative to total revenue for the years ended December 31, 1996, 1997 and 1998.
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUE
FOR YEAR ENDED DECEMBER 31:
----------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Admissions ................................... 51.4% 48.9% 46.8%
Event-related revenue ........................ 35.6 43.3 45.9
Other operating revenue ...................... 13.0 7.8 7.3
----- ----- -----
Total revenues ............................... 100.0% 100.0% 100.0%
----- ----- -----
Operating Expenses:
Direct expense of events ..................... 29.6 34.0 36.1
Other direct operating expense ............... 7.8 4.8 4.8
General and administrative ................... 16.6 16.4 14.9
Depreciation and amortization ................ 7.5 8.2 9.5
Preoperating expense of new facility ......... -- 1.0 --
----- ----- -----
Total operating expenses ..................... 61.5 64.4 65.3
----- ----- -----
Operating income ............................... 38.5 35.6 34.7
Interest income (expense), net ................. 1.3 ( 2.7) ( 5.3)
Other income, net .............................. 2.4 .5 1.0
Income tax provision ........................... (16.3) (13.5) (12.0)
----- ----- -----
Net income ..................................... 25.9% 19.9% 18.4%
===== ===== =====
</TABLE>
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
TOTAL REVENUES for 1998 increased by $37.7 million, or 19.6%, to $229.8
million, over such revenues for 1997. This improvement was attributable to
increases in all revenue items, particularly admissions and event related
revenues.
ADMISSIONS for 1998 increased by $13.6 million, or 14.4%, over admissions
for 1997. This increase was due primarily to growth in NASCAR sanctioned racing
events, and to hosting new IRL racing events at AMS and TMS during the current
period. The growth in admissions reflects the continued increases in
attendance, additions to permanent seating capacity, and increases in ticket
prices.
EVENT RELATED REVENUE for 1998 increased by $22.3 million, or 26.8%, over
such revenue for 1997. This increase was due to the growth in attendance,
including related increases in concessions and souvenir sales, to hosting new
IRL racing events at AMS and TMS, and to increases in broadcast rights and
sponsorship fees. The increase also reflects that the Company now operates
certain food and beverage concession activities previously procured from a
third party.
OTHER OPERATING REVENUE for 1998 increased by $1.8 million, or 12.2%, over
such revenue for 1997. This increase was primarily attributable to an increase
in Legend Car revenues of 600 Racing.
DIRECT EXPENSE OF EVENTS for 1998 increased by $17.7 million, or 27.1%,
over such expense for 1997. This increase was due to hosting new IRL events at
AMS and TMS, to increased operating costs associated with the growth in
attendance
18
<PAGE>
and seating capacity, including related increases in concessions and souvenir
sales, and to higher sanctioning fees and race purses required for
NASCAR-sanctioned racing events held during the current year. This increase
also reflects that the Company now operates certain food and beverage
concession activities previously procured from a third party.
As a percentage of admissions and event related revenues combined, direct
expense of events for 1998 was 39.0% compared to 36.9% for 1997. Such increase,
which was anticipated, results primarily from proportionately higher operating
expenses associated with hosting IRL racing events relative to operating
margins historically achieved with NASCAR sanctioned events. The increase also
results because operating profits from certain food and beverage concession
activities previously procured from a third party were reported as event
related revenue in 1997.
OTHER DIRECT OPERATING EXPENSE for 1998 increased by $1.8 million, or
19.5%, over such expense for 1997. The increase includes expenses associated
with the increase in other operating revenues derived from Legend Cars.
GENERAL AND ADMINISTRATIVE EXPENSE. As a percentage of total revenues,
general and administrative expense decreased from 16.5% for 1997 to 14.9% for
1998. This improvement reflects continuing scale efficiencies associated with
revenue increases outpacing increases in general and administrative expenses.
General and administrative expense for 1998 increased by $2.7 million, or 8.4%,
over such expense for 1997. The increase reflects costs associated with the
Company now operating certain food and beverage concession activities
previously procured from a third party. Increases in operating costs associated
with the growth and expansion at the Company's speedways, and to a lesser
extent, the LVMS acquisition in December 1998, also contributed to this
increase.
DEPRECIATION AND AMORTIZATION EXPENSE for 1998 increased by $6.0 million,
or 37.9%, over such expense for 1997. This increase was due to property and
equipment of TMS placed into service upon hosting of its first racing event in
April 1997, and to additions to property and equipment at AMS, BMS and LMSC.
The increase was also due, to a lesser extent, the LVMS acquisition in December
1998.
PREOPERATING EXPENSE OF NEW FACILITY for 1997 of $1.85 million consist of
non-recurring and non-event related costs to develop, organize and open TMS.
OPERATING INCOME for 1998 increased $11.4 million, or 16.7%, over such
income for 1997. This increase was due to the factors discussed above.
INTEREST EXPENSE, NET for 1998 was $12.2 million compared to $5.3 million
for 1997. This increase was due to higher average borrowings outstanding in
1998, including additional borrowings to fund the LVMS acquisition, as compared
to 1997. The change also reflects lower capitalized interest costs of $3.8
million during 1998 as compared to $5.8 million in 1997. The lower capitalized
interest results from property and equipment of TMS being placed into service
upon its opening in April 1997, and reduced capital expenditures for
construction projects in 1998 as compared to 1997.
BRIDGE LOAN COST AMORTIZATION for 1998 of $752,000 represents financing
costs incurred in obtaining an amended bank credit facility and bridge loan to
fund the LVMS acquisition. Associated deferred financing costs of $4,050,000
are being amortized over the loan term which matures May 18, 1999.
OTHER INCOME, NET for 1998 increased by $2.2 million over such income for
1997. This increase resulted from gains on sales of fifteen TMS condominiums
during 1998. No sales of TMS condominiums were recognized in 1997. The increase
also reflects a gain on exercise of the SPR purchase option.
INCOME TAX PROVISION. The Company's effective income tax rate for 1998 and
1997 was approximately 40%.
NET INCOME for 1998 increased by $4.2 million, or 11.0%, over such income
for 1997. This increase was due to the factors discussed above.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
TOTAL REVENUES for 1997 increased by $90.0 million, or 88.2%, to $192.1
million, over such revenues for 1996. This improvement was attributable to
increases in all revenue items, particularly admissions and event related
revenues.
ADMISSIONS for 1997 increased by $41.6 million, or 79.3%, over admissions
for 1996. This increase was due primarily to hosting major NASCAR Winston Cup
series racing events at each of the Company's then new speedways, TMS and SPR,
to hosting IRL racing events at LMSC and TMS, to hosting a NASCAR Craftsman
Truck Series racing event at TMS, and to growth in NASCAR sanctioned racing
events held at AMS, BMS, and LMSC during the current year. The growth in
admissions reflects the continued increases in attendance, additions to
permanent seating capacity and, to a lesser extent, ticket prices.
19
<PAGE>
EVENT RELATED REVENUE for 1997 increased by $46.8 million, or 128.4%, over
such revenue for 1996. The increase was due primarily to hosting major NASCAR
Winston Cup series racing events at the Company's then new speedways, TMS and
SPR, to hosting IRL racing events at LMSC and TMS, to hosting a NASCAR
Craftsman Truck Series racing event at TMS, to the growth in attendance,
including related increases in concessions and souvenir sales, and to increases
in broadcast rights and sponsorship fees.
OTHER OPERATING REVENUE for 1997 increased by $1.7 million, or 12.6%, over
such revenue for 1996. This increase was primarily attributable to operating
revenues derived from Oil-Chem, and to rental revenues from SPR, which were
acquired in April and November 1996, respectively, and to an increase in
Speedway Club revenues.
DIRECT EXPENSE OF EVENTS for 1997 increased by $35.2 million, or 116.6%,
over such expense for 1996. This increase was due primarily to hosting major
NASCAR Winston Cup series racing events at TMS and SPR, IRL racing events at
LMSC and TMS, and a NASCAR Craftsman Truck Series racing event at TMS, to
higher operating costs associated with the growth in attendance and seating
capacity at AMS, BMS and LMSC, and to increases in the size of race purses and
sanctioning fees required for NASCAR sanctioned racing events held during the
current year. As a percentage of admissions and event related revenues
combined, direct expense of events for 1997 was 36.9% compared to 34.0% for
1996. Such increase results primarily from proportionately higher operating
expenses associated with TMS's inaugural race weekend, the inaugural IRL racing
events at LMSC and TMS, and at SPR, relative to operating margins historically
achieved at the Company's other speedways.
OTHER DIRECT OPERATING EXPENSE for 1997 increased by $1.2 million, or
14.7%, over such expense for 1996. The increase occurred primarily due to the
expenses associated with the increase in other operating revenues derived from
SPR, Oil-Chem, and the Speedway Club.
GENERAL AND ADMINISTRATIVE EXPENSE. As a percentage of total revenues,
general and administrative expense decreased from 16.6% for 1996 to 16.4% for
1997. This improvement reflects continuing scale efficiencies associated with
revenue increases outpacing increases in general and administrative expenses.
General and administrative expense for 1997 increased by $14.6 million, or
86.1%, over such expense for 1996. The increase was due primarily to general
and administrative expenses incurred during 1997 by Oil-Chem and SPR, acquired
in April 1996 and November 1996, respectively, and at TMS, and to increases in
operating costs associated with the growth and expansion at AMS, BMS and LMSC.
DEPRECIATION AND AMORTIZATION EXPENSE for 1997 increased by $8.1 million,
or 107.2%, over such expense for 1996. This increase was due to property and
equipment of TMS placed into service upon hosting of its first racing event in
April 1997, to additions to property and equipment at AMS, BMS and LMSC, and
from the property and equipment and goodwill and other intangible assets
related to the acquisitions of SPR in 1996.
PREOPERATING EXPENSE OF NEW FACILITY for 1997 of $1.85 million consist of
non-recurring and non-event related costs to develop, organize and open TMS.
OPERATING INCOME for the year ended December 31, 1997 increased by $29.0
million, or 73.8%, over such income for 1996. This increase was due to the
factors discussed above.
INTEREST INCOME (EXPENSE), NET for 1997 was $5.3 million, compared to
interest income, net for 1996 of $1.3 million. This change was due to higher
levels of average outstanding borrowings for construction funding during 1997
as compared to 1996. The change also reflects the capitalizing of $5.8 million
in interest costs incurred during 1997 on TMS and other construction projects
compared to $2.8 million for 1996.
OTHER INCOME for 1997 decreased by $1.4 million over such income for 1996.
This decrease was primarily due to fewer gains recognized on sales of
marketable equity securities during 1997 as compared to 1996. In addition, the
decrease reflects recognition of the Company's loss in equity method investee
of $97,000 in 1997 as compared to equity income of $371,000 for 1996.
PROVISION FOR INCOME TAXES. The Company's effective income tax rate was
approximately 40% for 1997 and 39% for 1996.
NET INCOME for 1997 increased by $11.8 million, or 44.6%, compared to
1996. This increase was due to the factors discussed above.
20
<PAGE>
SEASONALITY AND QUARTERLY RESULTS
The Company has derived a substantial portion of its 1998 total revenues
from admissions and event-related revenue attributable to 15 major
NASCAR-sanctioned races, four IRL races, three NASCAR Craftsman Truck Series
and one National Hot Rod Association Nationals racing events. In 1999, the
Company currently will host 17 major NASCAR-sanctioned races, five IRL races,
four NASCAR Craftsman Truck Series and two major National Hot Rod Association
racing events.
In 1997 and 1998, the Company's second and fourth quarters accounted for
78% and 74%, respectively, of its total annual revenues and 100% and 97%,
respectively, of its total annual operating income. The Company sometimes
produces minimal operating income or losses during its first and third quarters
when it hosts only one major NASCAR race weekend. In 1999, the Company's
operating results for the first and thirds quarters will be significantly
impacted by the additional scheduled racing events at LVMS. The concentration
of racing events in the second quarter and the growth in the Company's
operations with attendant increases in overhead expenses will tend to increase
operating losses or minimize operating income in future first and third
quarters. Also, race dates at the Company's various facilities may be changed
from time to time, lessening the comparability of the financial results of
quarters between years and increasing or decreasing the seasonal nature of the
Company's business.
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT NASCAR-SANCTIONED EVENTS AND PER SHARE
AMOUNTS)
----------------------------------------------------------------
1997 (UNAUDITED)
----------------------------------------------------------------
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
----------- ------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Total revenues ........................ $ 15,453 $ 104,141 $26,384 $ 46,148 $ 192,126
Operating income (loss) ............... (1,065) 51,155 768 17,525 68,383
Net income (loss) ..................... (263) 29,517 (981) 9,905 38,178
NASCAR-sanctioned events .............. 2 8 2 3 15
Basic earnings (loss) per share ....... $ (0.01) $ 0.71 $ (0.02) $ 0.24 $ 0.92
Diluted earnings (loss) per share ..... $ (0.01) $ 0.67 $ (0.02) $ 0.23 $ 0.89
<CAPTION>
(IN THOUSANDS, EXCEPT NASCAR-SANCTIONED EVENTS AND PER SHARE
AMOUNTS)
-----------------------------------------------------------------
1998 (UNAUDITED)
-----------------------------------------------------------------
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
----------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Total revenues ........................ $ 17,960 $ 117,739 $ 41,748 $ 52,349 $ 229,796
Operating income (loss) ............... (3,147) 60,139 5,852 16,951 79,795
Net income (loss) ..................... (2,923) 34,614 1,895 8,785 42,371
NASCAR-sanctioned events .............. 1 8 2 4 15
Basic earnings (loss) per share ....... $ (0.07) $ 0.83 $ 0.05 $ 0.21 $ 1.02
Diluted earnings (loss) per share ..... $ (0.07) $ 0.79 $ 0.05 $ 0.21 $ 1.00
</TABLE>
Where computations are anti-dilutive, reported basic and diluted per share
amounts are the same. As such, individual quarterly per share amounts may not
be additive. The Busch Grand National series race at AMS, originally scheduled
to be held in March 1998, was rescheduled to November 1998 due to poor weather
conditions. Rescheduling did not materially impact revenues and operating
expenses as reported for the first and fourth quarters of 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically met its working capital and capital
expenditure requirements through a combination of cash flow from operations,
bank borrowings and other debt and equity offerings. The Company expended
significant amounts of cash in 1998 for the acquisition of LVMS in December
1998, for improvements and expansion at BMS, LMSC and TMS, and the exercise of
the SPR purchase option on February 17, 1998 as further described below.
Significant changes in the Company's financial condition and liquidity during
1998 resulted primarily from: (1) net cash generated by operations amounting to
$86.4 million; (2) capital expenditures amounting to $98.6 million; and (3) net
borrowings of $235.7 million, including amendment of the Company's bank credit
facility to fund the December 1998 acquisition of LVMS costing approximately
$215.0 million as further described below.
AMENDED BANK CREDIT FACILITY AND BRIDGE LOAN. On November 23, 1998, the
Company's Credit Facility dated as of August 4, 1997 was amended and restated
in connection with the December 1, 1998 acquisition of LVMS. The amended Credit
Facility and Bridge Loan (the Bridge Loan) increased the Company's overall
borrowing limit from $175,000,000 to $270,000,000 to fund the LVMS acquisition
and maintain a revolving credit facility for working capital needs and general
corporate purposes. The Bridge Loan matures on May 18, 1999. At December 31,
1998, the Company had $254,050,000 in outstanding borrowings under the Bridge
Loan. Interest, standby letters of credit terms and restrictive and required
financial covenants are generally similar to those prior to amendment. The
Bridge Loan was obtained from NationsBank N.A., and is an unsecured, senior
revolving credit facility and term loan with a $10,000,000 borrowing sub-limit
for standby letters of credit. Interest is based, at the Company's option, upon
(i) LIBOR plus 1.125% or (ii) the greater of NationsBank's prime rate or the
Federal fund rate plus .5%.
Because the Bridge Loan matures May 18, 1999, replacement debt and equity
offering alternatives are being evaluated by the Company. The Company presently
intends to refinance its revolving credit facility with a syndicated bank group
including NationsBank as an agent and lender. While the Company does not
believe that the Bridge Loan's maturity will result in the use of significant
working capital, the amount outstanding has been classified as a current
liability in the accompanying Consolidated December 31, 1998 Balance Sheet in
accordance with generally accepted accounting principles. In
21
<PAGE>
conjunction with seeking replacement financing, the Company also intends to
retain a revolving credit facility with sufficient overall borrowing limits for
working capital needs and general corporate purposes. See Note 5 to the
Consolidated Financial Statements for discussion of additional terms and
restrictive covenants of the Bridge Loan.
Management anticipates that cash from operations, and funds available
through Bridge Loan replacement debt and equity offering alternatives,
including retention of a revolving credit facility, will be sufficient to meet
the Company's operating needs through 1999, including planned capital
expenditures at its speedway facilities. Based upon anticipated future growth
and financing requirements, management expects that the Company will, from time
to time, engage in additional financing of a character and in amounts to be
determined. While the Company expects to continue to generate positive cash
flows from its existing speedway operations, and has generally experienced
improvement in its financial condition, liquidity and credit availability, such
resources, as well as possibly others, could be needed to fund the Company's
continued growth, including the continued expansion and improvement of its
speedway facilities.
EXERCISE OF SPR PURCHASE OPTION. On February 17, 1998, the real estate
purchase option on SPR was consummated for $18,100,000 net cash outlay, thereby
transferring ownership of the SPR complex to the Company and eliminating its
capital lease obligation. The purchase transaction was funded with borrowings
from the Company's credit facility.
ACQUISITION OF LVMS. On December 1, 1998, the Company acquired certain
tangible and intangible assets, including the real and personal property and
operations of LVMS, an industrial park and certain adjacent unimproved land for
approximately $215,000,000, consisting principally of net cash outlay of
$210,400,000 and assumed associated deferred revenue. The acquisition was
financed through borrowings under the Bridge Loan.
CAPITAL EXPENDITURES
Significant growth in the Company's revenues depends, in large part, on
consistent investment in facilities. Therefore, the Company expects to continue
to make substantial capital improvements in its facilities to meet increasing
demand and to increase revenue. Currently, a number of significant capital
projects are underway.
In 1998, AMS installed lighting for its inaugural IRL night race in
August. In 1998, BMS added approximately 19,000 permanent grandstand seats,
including 42 new luxury suites, featuring a new stadium-style terrace section
and mezzanine level facilities, and made other site improvements. LMSC added
approximately 12,000 permanent seats, including 12 new luxury suites, also
featuring a stadium-style terrace section and mezzanine level facilities. Also
in 1998, LMSC and SPR further expanded their parking areas, and SPR acquired
adjoining land to provide an additional entrance, to accommodate the increases
in attendance and to ease congestion, and made other site improvements. SPR
also was partially reconfigured into a stadium-style road course featuring "The
Chute" which provides spectators improved sight lines and expanded viewing
areas. In 1998, TMS significantly expanded its parking areas and improved
traffic control dramatically reducing travel congestion and added approximately
3,000 permanent seats, among making other site improvements.
In 1999, AMS plans to continue improving and expanding its on-site roads
and available parking, as well as reconfiguring traffic patterns and entrances,
to ease congestion and improve traffic flow. BMS is reconstructing and
expanding its dragstrip with permanent grandstand seating, luxury suites, and
extensive fan amenities and facilities. Construction of the Bristol Dragway is
expected to be completed in 1999. LMSC plans to add approximately 10,000
permanent seats, further expand concessions, restroom and other fan amenities
facilities, and make other site improvements. In 1999, LVMS plans to add
approximately 15,000 permanent seats, expand concessions, restroom and other
fan amenities facilities, and make other site improvements. SPR plans to
further expand and improve seating and viewing areas to increase spectator
comfort and enjoyment. Also in 1999, pending governmental approvals, the
Company expects to begin major renovations at SPR, including its on-going
reconfiguration into a "stadium-style" road racing course, the addition of
approximately 45,000 permanent seats, and improving and expanding concessions,
restroom and other fan amenities facilities. Construction of the Texas Motor
Speedway Club and corporate offices was substantially completed with their
opening in March 1999. In 1999, after adding approximately 25,000 permanent
seats, exclusive of SPR, the Company's total permanent seating capacity will
exceed 690,000 and the total number of luxury suites will be approximately 659.
The estimated aggregate cost of capital expenditures in 1999 will
approximate $60 million. Numerous factors, many of which are beyond the
Company's control, may influence the ultimate costs and timing of various
capital improvements at the Company's facilities, including undetected soil or
land conditions, additional land acquisition costs, increases in the cost of
construction materials and labor, unforeseen changes in the design, litigation,
accidents or natural disasters affecting the construction site and national or
regional economic changes. In addition, the actual cost could vary materially
from the Company's estimates if the Company's assumptions about the quality of
materials or workmanship required or the cost of
22
<PAGE>
financing such construction were to change. Construction is also subject to
state and local permitting processes, which if changed, could materially affect
the ultimate cost.
In addition to expansion and improvements of its existing speedway
facilities and business operations, the Company is continually evaluating new
opportunities that will add value for the Company's stockholders, including the
acquisition and construction of new speedway facilities, the expansion and
development of its existing Legends Cars and Oil-Chem products and markets and
the expansion into complementary businesses.
DIVIDENDS
The Company does not anticipate paying any cash dividends in the
foreseeable future. Any decision concerning the payment of dividends on the
Common Stock will depend upon the results of operations, financial condition
and capital expenditure plans of the Company, as well as such factors as
permissibility under the Bridge Loan, the Senior Subordinated Notes and as the
Board of Directors, in its sole discretion, may consider relevant. The Bridge
Loan and Senior Subordinated Notes preclude the payment of any dividends.
IMPACT OF NEW ACCOUNTING STANDARDS
The Company adopted SFAS No. 130 "Reporting Comprehensive Income" in 1998.
SFAS No. 130 specifies that components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Because the Company does not have material items of other
comprehensive income, adoption did not result in presentation or financial
statements significantly different from that under previous accounting
standards.
The Company also adopted SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information" in 1998. SFAS No. 131 establishes standards
for reporting selected information about operating segments determined using
quantitative thresholds and a "management approach," which reflects how the
chief operating decision maker evaluates segment performance and allocates
resources. The combined operations of the Company's speedways comprise one
operating segment, and encompasses all admissions and event related revenues
and associated expenses. Other Company operations presently are not considered
significant relative to those of the speedways. As such, adoption had no effect
on the Company's financial statements or disclosures.
AUTOMATED SYSTEMS AND THE YEAR 2000
The ability of automated systems to recognize the date change from
December 31, 1999 to January 1, 2000 is commonly referred to as the Year 2000
matter. The Company has assessed the potential impact of the Year 2000 matter
on its operations based on current and foreseeable computer and other automated
system applications, including those of its significant third party vendors,
suppliers and customers. The nature of the Company's business does not require
significant reliance on automated systems applications except for its ticketing
systems, which presently are believed to be compliant. For critical systems,
contingency plans may include utilizing alternative processing methods and
manual processes, among others. Should Year 2000 problems arise, management
believes interruption to Company operations would be limited principally to
delays in capital projects during the first two months of 2000. Also,
management is not aware of any significant potential Year 2000 problems or
risks involving third parties based on the nature of the Company's
relationships with third parties such as NASCAR and other sanctioning bodies,
network and cable television companies, major sponsors, and financial services
companies. Management believes that any potential adverse consequences or risk
of financial loss from Year 2000 issues are substantially mitigated as the
Company's first significant racing event, as presently scheduled, does not
occur until March 2000. Although Year 2000 problems could cause temporary minor
inconveniences, the Company and third parties likely would have over two months
to resolve any significant Year 2000 matters that might arise. While no
assurances can be given, the Company's assessment has determined that the
potential consequences of Year 2000 problems, if any, would not materially
adversely impact its business, or cause the Company to incur potential
liabilities to third parties if its systems were not Year 2000 compliant. The
costs associated with modifying its computer software and other automated
systems for Year 2000 matters has not been, and is not expected to be,
significant. The aggregate incremental costs associated with the Company's Year
2000 compliance are expected to be less than $100,000. In addition, management
is not aware of any Year 2000 issues which would materially adversely affect
the Company's financial condition, liquidity or future results of operations.
23
<PAGE>
ENVIRONMENTAL MATTERS
The Company's property at LMSC includes areas that were used as solid
waste landfills for many years. Landfilling of general categories of municipal
solid waste on the LMSC property ceased in 1992. There are two landfills
currently operating at LMSC, however, that are permitted to receive inert
debris and waste from land clearing activities ("LCID" landfills). Two other
LCID landfills on the LMSC property were closed in 1994. LMSC intends to allow
similar LCID landfills to be operated on the LMSC property in the future. LMSC
also leases certain LMSC property to a BFI subsidiary for use as C&D landfill,
which can receive solid waste resulting solely from construction, remodeling,
repair or demolition operations on pavement, buildings or other structures, but
cannot receive inert debris, land-clearing debris or yard debris. In addition,
the BFI subsidiary owns and operates an active solid waste landfill adjacent to
LMSC. Management believes that the active solid waste landfill was constructed
in such a manner as to minimize the risk of contamination to surrounding
property. Management also believes that the Company's operations, including the
landfills and facilities on its property, are in substantial compliance with
all applicable federal, state and local environmental laws and regulations.
Management is not aware of any situations related to landfill operations which
it expects would materially adversely affect the Company's financial position
or future results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. The Company's financial instruments with market risk
exposure consist only of bank revolving credit facility and bridge loan
borrowings which are sensitive to changes in interest rates. The
weighted-average interest rate on borrowings under the credit facility and
bridge loan in 1998 was 6.4% and the total outstanding balance was $254,050,000
as of December 31, 1998. A change in interest rates of one percent on this
balance would cause a change in interest expense of approximately $2.5 million.
The Company's senior subordinated notes payable and convertible subordinated
debentures are fixed interest rate debt obligations. See Note 5 to the
Consolidated Financial Statements for information on the terms and conditions,
including redemption and conversion features, of the Company's debt
obligations. The carrying values of short and long-term debt approximate their
fair value as of December 31, 1998. The table below presents the principle
balances outstanding, maturity dates, and interest rates as of December 31,
1998 (dollars in thousands):
<TABLE>
<CAPTION>
PRINCIPLE MATURITY
INTEREST BALANCE DATE
---------------- ----------- ---------------
<S> <C> <C> <C>
Revolving credit facility and bridge loan .... Variable $254,050 May 1999
Senior subordinated notes .................... Fixed -- 8.5% 124,674 August 2007
Convertible subordinated debentures .......... Fixed -- 5.75% 74,000 September 2003
</TABLE>
EQUITY PRICE RISK. The Company has marketable equity securities, all
classified as "available for sale", with an aggregate cost of $2,119,000 and
fair market value of $1,439,000 as of December 31, 1998 and such investments
are subject to price risk. The Company attempts to minimize price risk
generally through portfolio diversification.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements which appears on page F-1 herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
24
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of SMI are elected at the Annual Meetings of stockholders of SMI
to serve staggered terms of three years and until their successors are elected
and qualified. The Board of Directors currently consists of six directors. The
terms of Messrs. Brooks and Gambill expire at the 1999 Annual Meeting; the
terms of Messrs. Wheeler and Clark expire at the 2000 Annual Meeting; and the
terms of Messrs. Smith and Benton expire at the 2001 Annual Meeting. Messrs.
Brooks and Gambill are standing for reelection at the 1999 Annual Meeting.
Officers are elected by the Board of Directors to hold office until the first
meeting of the Board of Directors following the next Annual Meeting of
stockholders and until their successors are elected and qualified. The
directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL POSITION(S) WITH THE COMPANY
- ------------------------------- ----- -----------------------------------------------
<S> <C> <C>
O. Bruton Smith ............... 72 Chief Executive Officer and Chairman
H.A. "Humpy" Wheeler .......... 60 President, Chief Operating Officer and
Director of SMI; President and General Manager
of LMSC
William R. Brooks ............. 49 Vice President, Treasurer, Chief Financial
Officer and Director
Edwin R. Clark ................ 44 Executive Vice President and Director of SMI;
President and General Manager of AMS
William P. Benton ............. 75 Director
Mark M. Gambill ............... 48 Director
</TABLE>
The name, age, present principal occupation or employment and the material
occupations, positions, offices or employments for the past five years of each
SMI director and director-nominee are set forth below.
O. BRUTON SMITH, 72, has been Chief Executive Officer and a director of
Charlotte Motor Speedway, Inc. ("LMSC"), a wholly-owned subsidiary of SMI,
since 1975. He was a founder of LMSC in 1959 and was an executive officer and
director of LMSC until 1961, when it entered reorganization proceedings under
the bankruptcy laws. Mr. Smith became Chairman and Chief Executive Officer,
President and a director of AMS upon acquiring it in 1990. He became Chief
Executive Officer of SMI upon its organization in December 1994 and became the
Chairman and CEO of BMS upon its acquisition in January 1996, SPR upon its
acquisition in November 1996, and TMS in 1995. Mr. Smith became the President
of LVMS upon its acquisition on December 1, 1998. Mr. Smith also is the
Chairman, Chief Executive Officer, a director and controlling stockholder of
Sonic Automotive, Inc. ("SAI"), (NYSE: symbol SAH), and serves as the president
and a director of each of SAI's operating subsidiaries. SAI is believed to be
one of the ten largest automobile retail dealership groups in the United States
and is engaged in the acquisition and operation of automobile dealerships
principally in the southeastern United States. Mr. Smith has entered into an
employment agreement with SAI pursuant to which he has agreed to devote 50% of
his business time to the affairs of SAI. Mr. Smith also owns and operates Sonic
Financial Corporation ("Sonic Financial"), among other private businesses.
H.A. "HUMPY" WHEELER, 60, was hired by LMSC in 1975 and has been a
director and General Manager of LMSC since 1976. Mr. Wheeler was named
President of LMSC in 1980 and became a director of AMS upon its acquisition in
1990. He became President, Chief Operating Officer and a director of SMI upon
its organization in December 1994. Mr. Wheeler has been a Vice President and a
director of BMS and SPR since their acquisition in 1996, and of TMS since its
formation in 1995. Mr. Wheeler also became Vice President of LVMS upon its
acquisition on December 1, 1998.
WILLIAM R. BROOKS, 49, joined Sonic Financial from PricewaterhouseCoopers
in 1983. Mr. Brooks has been Vice President of LMSC for more than five years
and has been Vice President and a director of AMS, BMS and SPR since their
acquisition, and TMS since its formation. Mr. Brooks became Vice President of
LVMS upon its acquisition on December 1, 1998. Mr. Brooks has been Vice
President, Treasurer, Chief Financial Officer and a director of SMI since its
organization in December 1994 and has been the President and a director of
Speedway Funding Corp., the Company's financing subsidiary, since 1995. Mr.
Brooks has also served as a director of SAI since its formation in 1997 and
served as its Chief Financial Officer from February to April 1997.
EDWIN R. CLARK, 44, became Vice President and General Manager of AMS in
1992 and was promoted to President and General Manager of AMS in 1995. Prior to
that appointment, he had been LMSC' Vice President of Events since 1981. Mr.
Clark became Executive Vice President of SMI upon its organization in December
1994 and became a director of SMI in 1995.
25
<PAGE>
WILLIAM P. BENTON, 75, became a director of SMI in 1995. Since January
1997, Mr. Benton has been the Executive Director of Ogilvy & Mather, a
world-wide advertising agency. He is also a consultant to the Chairman and
Chief Executive Officers of TI Group and Allied Holdings, Inc. Prior to his
appointment at Ogilvy & Mather, Mr. Benton served as Vice Chairman of Wells,
Rich, Greene/BDDP Inc., an advertising agency with offices in New York and
Detroit. Mr. Benton retired from Ford Motor Company as its Vice President of
Marketing Worldwide in 1984 after a 37-year career with that company. In
addition, Mr. Benton serves as a director of SAI.
MARK M. GAMBILL, 48, became a director of SMI in 1995. Mr. Gambill has
been employed continuously since 1972 by First Union Capital Markets and its
predecessor entities. First Union Capital Markets is an investment banking firm
headquartered in Richmond, Virginia, and is a wholly-owned subsidiary of First
Union Corporation. In 1996, he was named President of First Union Capital
Markets. Previously, Mr. Gambill acted as head of the Capital Markets division,
including Corporate and Public Finance, Taxable Fixed Income, Municipal Sales
and Trading, Equity Sales, Trading and Research. Mr. Gambill has served on the
Board of Directors of First Union Capital Markets since 1983.
COMMITTEES OF THE BOARD OF DIRECTORS
There are two standing committees of the Board of Directors of SMI, the
Audit Committee and the Compensation Committee. The Audit Committee currently
consists of Messrs. Benton and Gambill. The Compensation Committee is comprised
of Messrs. Benton, Gambill and Smith. Set forth below is a summary of the
principal functions of each committee and the number of meetings held during
1998.
AUDIT COMMITTEE. The Audit Committee, which held two meetings in 1998,
recommends the appointment of the Company's independent auditors, determines
the scope of the annual audit to be made, reviews the conclusions of the
auditors and reports the findings and recommendations thereof to the Board of
Directors, reviews with the Company's auditors the adequacy of the Company's
system of internal control and procedures and the role of management in
connection therewith, reviews transactions between the Company and its
officers, directors and principal stockholders, and performs such other
functions and exercises such other powers as the Board of Directors from time
to time may determine.
COMPENSATION COMMITTEE. The Compensation Committee, which held four
meetings in 1998, administers compensation and employee benefit plans, annually
reviews and determines executive officer compensation, including annual
salaries, bonus performance goals, bonus plan allocations, stock option grants
and other benefits, direct and indirect, of all executive officers and other
senior officers. The Compensation Committee administers the SMI 1994 Stock
Option Plan and the Employee Stock Purchase Plan, and periodically reviews the
Company's executive compensation programs and takes action to modify programs
that yield payments or benefits not closely related to Company or executive
performance. The policy of the Compensation Committee's program for executive
officers is to link pay to business strategy and performance in a manner which
is effective in attracting, retaining and rewarding key executives while also
providing performance incentives and awarding equity-based compensation to
align the long-term interests of executive officers with those of Company
stockholders. The Compensation Committee's objective is to offer salaries and
incentive performance pay opportunities that are competitive in the
marketplace.
The Company currently has no standing nominating committee.
During 1998, there were four meetings of the Board of Directors of SMI,
with each director attending at least seventy-five percent of the meetings
(and, as applicable, committees thereof).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, based solely on review of reports furnished to
it, all Section 16 (a) filing requirements applicable to its executive
officers, directors and more than 10% beneficial owners were complied with,
except that Messrs. Benton and Gambill each inadvertently filed late a report
on Form 5 showing the 1998 issuance of options to acquire 20,000 shares each of
Common Stock pursuant to the Formula Stock Option Plan.
ITEM 11. EXECUTIVE COMPENSATION
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
1998 OFFICER COMPENSATION PROGRAM. The 1998 executive officer compensation
program of the Company had three primary components: (i) base salary, (ii)
short-term incentives under the Company's executive bonus plan, and (iii) long-
term incentives which consisted solely of stock option grants made under the
1994 Stock Option Plan (for officers other than the Chief Executive Officer).
Executive officers (including the Chief Executive Officer) were also eligible
in 1998 to
26
<PAGE>
participate in various benefits plans similar to those provided to other
employees. Such benefits plans are intended to provide a safety net of coverage
against various events, such as death, disability and retirement.
Base salaries (including that of the Chief Executive Officer) were
established on the basis of non-quantitative factors such as positions of
responsibility and authority, years of service and annual performance
evaluations. They were targeted to be competitive principally in relation to
other motorsports racing companies (such as some of those included in the Peer
Group Index in the performance graph elsewhere herein), although the
Compensation Committee also considered the base salaries of certain other
amusement, sports and recreation companies not included in the Peer Group Index
because the Compensation Committee considered those to be relatively comparable
industries.
The Company's executive bonus plan established a potential bonus pool for
the payment of year-end bonuses to Company officers and other key personnel
based on 1998 performance and operating results. Under this plan, aggressive
revenue and profit target levels were established by the Compensation Committee
as incentives for superior individual, group and Company performance. Each
executive officer was eligible to receive a discretionary bonus based upon
individually established subjective performance goals. The Compensation
Committee approved cash incentive bonuses in amounts ranging from 0.43% to
1.37% of the Company's 1998 operating income.
Awards of stock options under SMI's 1994 Stock Option Plan are based on a
number of factors in the discretion of the Compensation Committee, including
various subjective factors primarily relating to the responsibilities of the
individual officers for and contribution to the Company's operating results (in
relation to the Company's other optionees), their expected future contributions
and the levels of stock options currently held by the executive officers
individually and in the aggregate. Stock option awards to executive officers
have been at then-current market prices in order to align a portion of an
executive's net worth with the returns to the Company's stockholders. For
details concerning the grant of options to the executive officers named in the
Summary Compensation Table below, see "Fiscal Year-End Option Values."
As noted above, the Company's compensation policy is primarily based upon
the practice of pay-for-performance. Section 162(m) of the Internal Revenue
Code imposes a limitation on the deductibility of nonperformance-based
compensation in excess of $1 million paid to named executive officers. The 1994
Stock Option Plan was created with the intention that all compensation
attributable to stock option exercises should qualify as deductible
performance-based compensation. The Compensation Committee currently believes
that, generally, the Company should be able to continue to manage its executive
compensation program to preserve federal income tax deductions.
CHIEF EXECUTIVE OFFICER COMPENSATION. The Compensation Committee's members
other than Mr. Smith annually review and approve the compensation of Mr. Smith,
the Company's Chief Executive Officer. Mr. Smith also participates in the
executive bonus plan, with his bonus tied to corporate revenue and profit
goals. His maximum possible bonus is 2.5% of the Company's 1998 operating
income. The Compensation Committee believes that Mr. Smith is paid a reasonable
salary. Mr. Smith is the only employee of the Company not eligible for stock
options. Since he is a significant stockholder, his rewards as Chief Executive
Officer reflect increases in value enjoyed by all other stockholders.
COMPENSATION COMMITTEE. William P. Benton, Chairman Mark M. Gambill O.
Bruton Smith
27
<PAGE>
COMPENSATION OF OFFICERS
The following table sets forth compensation paid by or on behalf of the
Company to its Chief Executive Officer and other executive officers for
services rendered during fiscal years ended December 31, 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION(1)
------------------------------------------- NUMBER OF
SHARES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION OPTIONS(3) COMPENSATION(4)
- --------------------------------------- ------ ----------- ------------- ----------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
O. Bruton Smith 1998 $350,000 $1,092,000 $103,256(5) -- 0
Chairman and Chief 1997 350,000 1,039,000 108,313(5) -- 0
Executive Officer of SMI 1996 350,000 975,000 99,288(5) -- 0
H.A. "Humpy" Wheeler 1998 250,000 764,000 (6) -- $2,600
President and Chief Operating 1997 250,000 727,000 (6) -- 2,600
Officer of SMI; President and 1996 250,000 685,000 (6) -- 2,500
General Manager of LMSC
William R. Brooks 1998 175,000 340,000 (6) -- 2,600
Vice President, Treasurer 1997 175,000 294,000 (6) -- 2,600
and Chief Financial Officer of SMI 1996 175,000 273,000 (6) 100,000 2,500
Edwin R. Clark 1998 102,500 150,000 (6) -- 2,600
Executive Vice President of SMI; 1997 102,500 309,600 (6) -- 2,600
President and General Manager of AMS 1996 102,500 205,600 (6) -- 2,500
</TABLE>
- ---------
(1) Does not include the dollar value of perquisites and other personal
benefits.
(2) The amounts shown are cash bonuses earned in the specified year and paid in
the first quarter of the following year.
(3) The 1994 Stock Option Plan was adopted in December 1994. The number of
shares underlying options is, in the case of each executive officer, the
sum of shares available upon exercise of incentive stock options and
non-statutory stock options, giving effect to the Stock Split. No options
were granted to executive officers in 1998 or 1997.
(4) Includes Company match to 401(k) plan.
(5) Amount represents share of split-dollar insurance premium treated as
compensation to Mr. Smith. See "Smith Life Insurance Arrangements." Mr.
Smith also received certain perquisites and other personal benefits
totaling not more than $50,000.
(6) The aggregate amount of perquisites and other personal benefits received
did not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for such executive officer.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning outstanding options
to purchase Common Stock held by executive officers at December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
SHARES ACQUIRED ON VALUE REALIZED ON
OPTIONS EXERCISED OPTIONS EXERCISED
NAME IN 1998 IN 1998
- ------------------------------ -------------------- ------------------
<S> <C> <C>
H.A. "Humpy" Wheeler ......... 4,196 $95,000
William R. Brooks ............ -- --
Edwin R. Clark ............... -- --
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
-------------------------------- --------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------ -------------------------------- --------------------------
<S> <C> <C>
H.A. "Humpy" Wheeler ......... 581,174/0 $13,931,000/0
William R. Brooks ............ 240,000/0 3,700,000/0
Edwin R. Clark ............... 80,000/0 1,770,000/0
</TABLE>
- ---------
(1) Year-end value is based on the December 31, 1998 closing sales price for
the Company's Common Stock of $28.50 per share, less the applicable
aggregate option exercise price(s) of in-the-money options, multiplied by
the number of unexercised in-the-money options which are exercisable and
unexercisable, respectively.
28
<PAGE>
STOCK OPTION PLANS
The Company currently has in place two stock options plans with respect to
the Common Stock: (i) its 1994 Stock Option Plan (the "1994 Stock Option
Plan"), and (ii) its Formula Stock Option Plan (the "Formula Option Plan"). The
1994 Stock Option Plan provides for the granting of options for up to an
aggregate of 3,000,000 shares of Common Stock. Options indicated above as held
by executive officers at December 31, 1998 were granted pursuant to the 1994
Stock Option Plan. The Formula Option Plan was adopted by the Board of
Directors as of January 1, 1996, for the benefit of the Company's outside
directors, which was approved by SMI's stockholders at their 1996 annual
meeting. It provides for the issuance of up to 800,000 shares of Common Stock.
The Company granted options to purchase 20,000 shares in each of 1996 through
1998, to each of Messrs. Benton and Gambill under the Formula Option Plan.
Effective January 4, 1999, the Company granted options to purchase an
additional 20,000 shares, to each of Messrs. Benton and Gambill under the
Formula Option Plan. Effective January 1, 1997, the Company's Board of
Directors and stockholders adopted the SMI Employee Stock Purchase Plan. The
SMI Employee Stock Purchase Plan was adopted to provide employees the
opportunity to acquire stock ownership. An aggregate total of 400,000 shares of
common stock have been reserved for purchase under the plan. See Note 11 to the
Consolidated Financial Statements for additional information on stock options
and the stock plans.
SMITH LIFE INSURANCE ARRANGEMENTS
In 1995, the Compensation Committee (excluding Mr. Smith) approved the
establishment of a "split-dollar" life insurance plan for the benefit of Mr.
Smith. Pursuant to such plan, the Company entered into split-dollar insurance
agreements whereby split-dollar life insurance policies in the total face
amount of $17,167,000 (individually, a "Policy" or together the "Policies")
would be purchased and held in trust for the benefit of Mr. Smith's lineal
descendants. The Company has agreed to pay the annual (or shorter period)
premium payments on the Policies.
Upon payment of the death benefit or upon the surrender of a Policy for
its cash value, the Company will receive an amount equal to the Company's
Split-Dollar Interest. The Company's Split-Dollar Interest equals, in the case
of the payment of the death benefit, the cumulative payments made by the
Company towards the premiums under a Policy less any portion of such payments
charged as compensation to Mr. Smith (the "Reimbursable Payment"). The
Company's Split-Dollar Interest equals, in the case of surrender of a Policy
for its cash value, the lesser of (i) the net cash value of such Policy and
(ii) the Reimbursable Payment.
In the event a Policy is surrendered or terminated prior to his death, Mr.
Smith has agreed to reimburse the Company for the positive amount, if any, by
which the Reimbursable Payment exceeds the net cash value of such Policy. Mr.
Smith's promise is evidenced by a promissory note in favor of the Company,
which note includes a limited guaranty by Sonic Financial whereby it will
permit amounts owed by Mr. Smith to the Company to be offset by amounts owed to
Sonic Financial by AMS.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Benton, Gambill and Smith served on the Company's Compensation
Committee during 1998. Mr. Smith serves as the Chief Executive Officer of the
Company. Mark M. Gambill is the President of First Union Capital Markets, the
investment banking firm which acted as a lead underwriter in the Company's
initial public offering in February 1995, the Company's additional equity
offering in March 1996, and the Company's offering of 5 3/4% convertible
subordinated debentures in October 1996, and co-managed the Company's offering
of 8 1/2% senior subordinated notes in August 1997.
The Company pays the annual (or shorter period) premiums on split-dollar
life insurance policies for the benefit of Mr. Smith. See "Smith Life Insurance
Arrangements."
Mr. Smith is the only officer of SMI to have served on the compensation
committee of another entity during 1998. He served as a member of the Board of
Directors and the Compensation Committee for SAI during 1998. Mr. Smith
received aggregate salary and other annual compensation of $737,500 from SAI
during 1998.
29
<PAGE>
DIRECTOR COMPENSATION
Members of the Board of Directors who are not employees of the Company
each received in 1998 an option to purchase 20,000 shares of the Company's
common stock at $24.8125 for services as directors. The Company also reimburses
all directors for their expenses incurred in connection with their activities
as directors of SMI. Directors who are also employees receive no additional
compensation for serving on the Board of Directors. For additional information
concerning the Formula Option Plan for SMI's outside directors, see the
Company's December 31, 1998 Audited Consolidated Financial Statements.
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative stockholder
return on the Company's Common Stock against the cumulative total return of
each of the Standard & Poor's 500 Stock Index, the Russell 2000 Stock Index,
and a Peer Group Index for the period commencing February 24, 1995 and ending
December 31, 1998. The Russell 2000 Index was included in 1998 because
management believes, as a small-cap index, it more closely represents companies
with market capitalization similar to the Company's than the Standard & Poor's
Stock 500 Index. The companies used in the Peer Group Index in 1995 consist of
Churchill Downs Incorporated, International Speedway Corporation, and Walt
Disney Co.; in 1996 also include Penske Motorsports and Dover International
Raceway; in 1997 also include Grand Prix of Long Beach; and in 1998 also
include Action Performance, which are all publicly traded companies known by
the Company to be involved in the amusement, sports and recreation industries.
Churchill Downs Incorporated, Gaylord Entertainment Company, Hollywood Park,
Inc., International Family Entertainment, which is no longer a publicly traded
company, and Grand Prix of Long Beach, which was acquired by Dover
International Raceway, are no longer included in the Peer Group Index. The
graph assumes that $100 was invested on February 24, 1995 in each of the
Company's Common Stock, the Standard & Poor's 500 Stock Index, the Russell 2000
Stock Index, and the Peer Group Index companies, and that all dividends were
reinvested.
[TABLE APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
24-FEB-95 30-JUN-95 31-DEC-95 30-JUN-96 31-DEC-96 30-JUN-97 31-DEC-97
<S> <C> <C> <C> <C> <C> <C> <C>
SPEEDWAY MOTORSPORTS INC $ 100 $ 115 $ 159 $ 272 $ 223 $ 230 $ 263
NEW PEER GROUP $ 100 $ 105 $ 112 $ 120 $ 133 $ 154 $ 190
S&P 500 COMPOSITE INDEX $ 100 $ 113 $ 129 $ 142 $ 159 $ 192 $ 212
OLD PEER GROUP $ 100 $ 105 $ 111 $ 119 $ 132 $ 152 $ 188
RUSSELL 2000 INDEX $ 100 $ 111 $ 124 $ 136 $ 142 $ 155 $ 171
30-JUN-98 31-DEC-98
<S> <C> <C>
SPEEDWAY MOTORSPORTS INC $ 271 $ 302
NEW PEER GROUP $ 202 $ 176
S&P 500 COMPOSITE INDEX $ 248 $ 268
OLD PEER GROUP $ 200 $ 174
RUSSELL 2000 INDEX $ 179 $ 165
</TABLE>
30
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of
SMI's Common Stock as of March 8, 1999, by (i) each person or entity known to
SMI and its subsidiaries who beneficially owns five percent or more of the
Common Stock, (ii) each director and nominee to the Board of Directors of SMI,
(iii) each executive officer of SMI (including the Chief Executive Officer),
and (iv) all directors and executive officers of SMI as a group. Except as
otherwise indicated below, each of the persons named in the table has sole
voting and investment power with respect to the securities beneficially owned
by him or it as set forth opposite his or its name.
<TABLE>
<CAPTION>
AMOUNT & NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
- ------------------------------------------------------------------ ---------------------- ----------
<S> <C> <C>
O. Bruton Smith (1)(2) ........................................... 29,000,000 67.3%
Sonic Financial Corporation (2) .................................. 23,700,000 55.0
H.A. "Humpy" Wheeler (3)(8) ...................................... 591,600 1.4
William R. Brooks (4)(8) ......................................... 241,000 *
Edwin R. Clark (5)(8) ............................................ 85,300 *
William P. Benton (6)(8) ......................................... 60,000 *
Mark M. Gambill (7)(8) ........................................... 84,200 *
All directors and executive officers as a group (six persons) (1) 30,062,100 69.7
</TABLE>
- ---------
* Less than one percent
(1) The shares of Common Stock shown as owned by such person or group include,
without limitation, all of the shares shown as owned by Sonic Financial
elsewhere in the table. Mr. Smith owns the substantial majority of the
common stock of Sonic Financial.
(2) The address of such person is P.O. Box 18747, Charlotte, North Carolina
28218.
(3) All the shares shown as owned by Mr. Wheeler, other than 10,400 shares
owned by him directly, underlie options granted by the Company.
(4) All the shares shown as owned by Mr. Brooks, other than 1,000 shares owned
by him directly, underlie options granted by the Company.
(5) All the shares shown as owned by Mr. Clark, other than 5,300 shares owned
by him directly, underlie options granted by the Company.
(6) All the shares shown as owned by Mr. Benton underlie options granted by the
Company.
(7) All the shares shown as owned by Mr. Gambill, other than 4,200 shares owned
by him directly, underlie options granted by the Company.
(8) All such options are currently exercisable. For additional information
concerning options granted to executive officers, see "Item 11 --
Executive Compensation."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LMSC holds a note from a partnership in which the Company's Chief
Executive Officer is a partner. The outstanding balance due thereunder was
$798,000 at December 31, 1998, including accrued interest. The note due from
such partnership is collateralized by certain land owned by the partnership and
is payable on demand. The note bears interest at 1% over prime.
Sonic Financial, an affiliate of the Company through common ownership, has
made several loans and cash advances to AMS prior to 1996. Such loans and
advances stood at approximately $2.6 million at December 31, 1998. Of such
amount, approximately $1.8 million bears interest at 3.83% per annum. The
remainder of the amount bears interest at 1% over prime.
From time to time during 1998, the Company paid certain expenses and made
cash advances for various corporate purposes on behalf of Sonic Financial. At
December 31, 1998, the Company had a net receivable from Sonic Financial of
approximately $1,040,000.
Prior to the completion of SMI's initial public offering, LMSC joined with
Sonic Financial in filing consolidated federal income tax returns for several
years. It did so for the period of 1995 ending with the restructuring
consummated prior
31
<PAGE>
to the completion of the initial public offering. Under applicable federal tax
law, each corporation included in Sonic Financial's consolidated return is
jointly and severally liable for any resultant tax. Under a tax allocation
agreement dated January 27, 1995, however, LMSC agreed to pay Sonic Financial,
in the event that additional federal income tax is determined to be due, an
amount equal to LMSC' separate federal income tax liability computed for all
periods in which LMSC and Sonic Financial have been members of Sonic
Financial's consolidated group. Also pursuant to such agreement, Sonic
Financial agreed to indemnify LMSC for any additional amount determined to be
due from Sonic Financial's consolidated group in excess of the federal income
tax liability of LMSC for such periods. The tax allocation agreement
establishes procedures with respect to tax adjustments, tax claims, tax
refunds, tax credits and other tax attributes relating to periods ending prior
to the time that LMSC left Sonic Financial's consolidated group. Pursuant to
such agreement, amounts payable by LMSC for tax adjustments, if any, shall in
no event exceed the sum of $1.8 million plus the amount of any tax adjustments
for which LMSC may receive future tax benefits.
At December 31, 1998, the Company had a note receivable from the Company's
Chairman and Chief Executive Officer for approximately $842,000, including
accrued interest. The principal balance of the note represents premiums paid by
the Company under the split-dollar life insurance trust arrangement on behalf
of the Chairman, in excess of cash surrender value, see "Smith Life Insurance
Arrangements." The note bears interest at 1% over prime.
At December 31, 1998, the Company owed $1,542,000 to a former shareholder
of LVMS who is now a LVMS officer and employee. The amount is due in equal
monthly payments through December 2003 at 6.4% imputed interest.
For information concerning certain transactions in which Messrs. Smith and
Gambill have an interest, see "Compensation Committee Interlocks and Insider
Participation."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The exhibits and other documents filed as a part of this Annual Report on
Form 10-K, including those exhibits which are incorporated by reference herein
are:
(a)(1) Financial Statements:
See the Index to Financial Statements which appears on page F-1 hereof.
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exhibits required in connection with this Annual Report on Form 10-K are
listed below. Certain exhibits, indicated by an asterisk, are hereby
incorporated by reference to other documents on file with the Securities
and Exchange Commission with which they are physically filed, to be a part
hereof as of their respective dates.
(b) Reports on Form 8-K
The Company filed the LVMS Form 8-K dated December 15, 1998 relating to
the business acquisition of Las Vegas Motor Speedway, Inc. by Speedway
Motorsports, Inc. The Company filed a report on Form 8-K/A dated February
12, 1999 containing the required audited financial statements and
unaudited pro forma financial information referenced previously in the
LVMS Form 8-K.
32
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Charlotte, State of North Carolina, on the 26th day of March, 1999.
SPEEDWAY MOTORSPORTS, INC.
By: /s/ O. BRUTON SMITH
-------------------------------------
O. BRUTON SMITH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, the
report has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATES
--------- ----- -----
<S> <C> <C>
/s/ O. BRUTON SMITH Chief Executive Officer (principal March 26, 1999
- ---------------------------------- executive officer) and Chairman
O. BRUTON SMITH
/s/ H.A. "HUMPY" WHEELER President, Chief Operating Officer and March 26, 1999
- ---------------------------------- Director
H.A. "HUMPY" WHEELER
/s/ WILLIAM R. BROOKS Vice President, Treasurer, Chief March 26, 1999
- ---------------------------------- Financial Officer (principal financial
WILLIAM R. BROOKS officer and accounting officer) and
Director
/s/ EDWIN R. CLARK Executive Vice President and Director March 26, 1999
- ----------------------------------
EDWIN R. CLARK
/s/ WILLIAM P. BENTON Director March 26, 1999
- ----------------------------------
WILLIAM P. BENTON
/s/ MARK M. GAMBILL Director March 26, 1999
- ----------------------------------
MARK M. GAMBILL
</TABLE>
33
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
*3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 33-87740) of the Company (the "Form S-1")).
*3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1).
*3.3 Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to
the Registration Statement on Form S-3 (File No. 333-13431) of the Company (the "November 1996
Form S-3")).
*3.4 Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to
the Registration Statement on Form S-4 (File No. 333-35091) of the Company (the "September 1997
Form S-4")).
*4.1 Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-1).
*4.2 Indenture dated as of September 1, 1996 between the Company and First Union National Bank of North
Carolina, as Trustee (the "First Union Indenture") (incorporated by reference to Exhibit 4.1 to the
November 1996 Form S-3).
*4.3 Form of 5 3/4% Convertible Subordinated Debenture due 2003 (included in the First Union Indenture).
*4.4 Indenture dated as of August 4, 1997 between the Company and First Trust National Association, as
Trustee (the "First Trust Indenture") (incorporated by reference to Exhibit 4.1 to the September 1997
Form S-4).
*4.5 Form of 8 1/2% Senior Subordinated Notes Due 2007 (included in the First Trust Indenture).
*10.1 Letter of Credit issued by NationsBank of North Carolina, N.A. in favor of Charlotte Motor Speedway,
Inc. for the benefit of the North Carolina Department of Transportation for $1,902,600, dated March 14,
1994 incorporated by reference to Exhibit 10.9 to the Form S-1).
*10.2 Reimbursement Agreement by and between Charlotte Motor Speedway, Inc. and NationsBank of North
Carolina, N.A., dated as of March 11, 1994 (incorporated by reference to Exhibit 10.11 to the Form S-1).
*10.3 Project Agreement by and among The Department of Transportation, an agency of the State of North
Carolina, Interstate Combined Ventures and Charlotte Motor Speedway, Inc., dated as of December 6,
1993 (incorporated by reference to Exhibit 10.12 to the Form S-1).
*10.4 Deed of Trust by and among Terry L. Faulkenburg and Danny Ray Safrit, as Trustees of West Cabarrus
Church, Charlotte Motor Speedway, Inc. and Alan G. Dexter, Trustee, dated as of September 29, 1994
(incorporated by reference to Exhibit 10.38 to the Form S-1).
*10.5 Balance of Purchase Money Promissory Note in the amount of $720,000, made by Charlotte Motor
Speedway, Inc. in favor of West Cabarrus Church, dated as of September 29, 1994 (incorporated by
reference to Exhibit 10.39 to the Form S-1).
*10.6 Agreement for Purchase and Sale of an Option in Real Property by and between West Cabarrus Church
and Charlotte Motor Speedway, Inc., dated as of July 26, 1994 (incorporated by reference to Exhibit
10.40 to the Form S-1).
*10.7 Deferred Compensation Plan and Agreement by and between Atlanta Motor Speedway, Inc. and Edwin R.
Clark, dated as of January 22, 1993 (incorporated by reference to Exhibit 10.43 to the Form S-1).
*10.8 Deferred Compensation Plan and Agreement by and between Charlotte Motor Speedway, Inc. and H.A.
"Humpy" Wheeler (incorporated by reference to Exhibit 10.44 to the Form S-1).
*10.9 Speedway Motorsports, Inc. 1994 Stock Option Plan (incorporated by reference to Exhibit 10.45 to the
Form S-1).
*10.10 Speedway Motorsports, Inc. Formula Stock Option Plan (incorporated by reference to Exhibit 10.13 to the
Annual Report on Form 10-K of the Company for the year ended December 31, 1995 (the "1995
Form 10-K")).
*10.11 Speedway Motorsports, Inc. Employee Stock Option Plan amended and restated as of July 1, 1996
(incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-17687)
of the Company).
*10.12 Amended and Restated Agreement by and among Charlotte Motor Speedway, Inc., Sonic Financial
Corporation, Town and Country Ford, Inc., O. Bruton Smith, SMDA Properties and Chartown, dated
February 10, 1995 (incorporated by reference to Exhibit 10.50 to the Form S-1).
*10.13 Promissory Note made by Atlanta Motor Speedway, Inc. in favor of Sonic Financial Corporation in the
amount of $1,708,767, dated as of December 31, 1993 (incorporated by reference to Exhibit 10.51 to
Form S-1).
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
*10.14 Non-Negotiable Promissory Note dated April 24, 1995 by O. Bruton Smith in favor of the Company
(incorporated by reference to Exhibit 10.20 to the 1995 Form 10-K).
*10.15 Asset Purchase Agreement dated October 24, 1996 between the Company, as buyer, and Sears Point
Raceway (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company
filed as of December 4, 1996 (the "SPR Form 8-K")).
*10.16 Master Ground Lease dated November 18, 1996 by and between Brenda Raceway Corporation and the
Company (incorporated by reference to Exhibit 99.2 to the SPR Form 8-K).
*10.17 Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents and Agreements dated as
of November 18, 1996 by Brenda Raceway Corporation to First American Title Insurance Company for
the benefit of Sonoma Funding Corporation (incorporated by reference to Exhibit 99.3 to the SPR
Form 8-K).
*10.18 Promissory Note secured by Deed of Trust dated November 18, 1996 by Brenda Raceway Corporation in
favor of Sonoma Funding Corporation (incorporated by reference to Exhibit 99.4 to the SPR Form 8-K).
*10.19 Purchase Contract dated December 18, 1996 between Texas Motor Speedway, Inc., as seller, and FW
Sports Authority, Inc., as purchaser (incorporated by reference to Exhibit 10.23 to the Annual Report on
Form 10-K of the Company for the year ended December 31, 1996 (the "1996 Form 10-K").
*10.20 Lease Agreement dated as of December 18, 1996 between FW Sports Authority, Inc., as lessor, and Texas
Motor Speedway, Inc., as lessee (incorporated by reference to Exhibit 10.24 to the 1996 Form 10-K).
*10.21 Guaranty Agreement dated as of December 18, 1996 among the Company, the City of Fort Worth, Texas
and FW Sports Authority, Inc. (incorporated by reference to Exhibit 10.25 to the 1996 Form 10-K).
*10.22 Credit Agreement dated as of March 7, 1996 among the Company and Speedway Funding Corp., as
borrowers, and the lenders named therein, including NationsBank, N.A. as agent for the lenders and a
lender (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-3 (File No.
333-1856) of the Company (the "March 1996 Form S-3")).
*10.23 First Amendment to the Credit Agreement dated as of September 24, 1996 among the Company and
Speedway Funding Corp., as borrowers, and the lenders named therein, including NationsBank, N.A. as
agent for the lenders and a lender (incorporated by reference to Exhibit 99.3 to the November 1996
Form S-3).
*10.24 Second Amendment to Credit Agreement dated June 30, 1997 among the Company and Speedway
Funding Corp., as borrowers, and the lenders named therein, including NationsBank, N.A. as agent for the
lenders and a lender (incorporated by reference to Exhibit 10.32 to the September 1997 Form S-4).
*10.25 Promissory Note dated June 30, 1997 among the Company and Speedway Funding Corp. as borrowers,
and NationsBank, N.A. as lender (incorporated by reference to Exhibit 10.33 to the September 1997
Form S-4).
*10.26 Guaranty Agreement dated as of June 30, 1997 among Atlanta Motor Speedway, Inc., Charlotte Motor
Speedway, Inc., Texas Motor Speedway, Inc., 600 Racing, Inc., Bristol Motor Speedway, Inc. and SPR
Acquisition Corporation, as guarantors, and NationsBank, N.A. (incorporated by reference to Exhibit
10.34 to the September 1997 Form S-4).
*10.27 Amended and Restated Credit Agreement dated as of August 4, 1997 among the Company and Speedway
Funding Corp., as borrowers, and the lenders named therein, including NationsBank, N.A. as agent for the
lenders and a lender (incorporated by reference to Exhibit 10.36 to the September 1997 Form S-4).
*10.28 Registration Rights Agreement dated as of August 4, 1997 among the Company, NationsBanc Capital
Markets, Inc., Wheat, First Securities, Inc. and J.C. Bradford & Co. (incorporated by reference to Exhibit
4.3 to the September 1997 Form S-4).
*10.29 Purchase Agreement dated as of August 4, 1997 among the Company, NationsBanc Capital Markets, Inc.,
Wheat, First Securities, Inc. and J.C. Bradford & Co. (incorporated by reference to Exhibit 10.35 to the
September 1997 Form S-4).
*10.30 Asset Purchase Agreement and Escrow Instructions dated November 17, 1998 between Speedway
Motorsports, Inc., as buyer, and Las Vegas Motor Speedway, Inc., as seller (incorporated by reference to
Exhibit 99.1 to the Company's current Report on Form 8-K filed as of December 15, 1998 ("the LVMS
Form 8-K").
*10.31 First Amendment to Amended and Restated Credit Agreement dated as of November 18, 1998 among
Speedway Motorsports, Inc. and Speedway Funding Corp., as borrowers, certain subsidiaries of Speedway
Motorsports, Inc., as guarantors, and NationsBank, N.A., as the lender (incorporated by reference to
Exhibit 99.2 to the LVMS Form 8-K).
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
*10.32 Second Amended and Restated Credit Agreement dated as of November 23, 1998 among Speedway
Motorsports, Inc. and Speedway Funding Corp., as borrowers, certain subsidiaries of Speedway
Motorsports, Inc., as guarantors, and NationsBank, N.A., as agent for the lenders and a lender
(incorporated by reference to Exhibit 99.3 to the LVMS Form 8-K).
21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the 1998 Form 10-K).
23.0 Independent Auditors' Consent for Registration Statements No. 33-99942, No. 333-17687, and No.
333-49027 of Speedway Motorsports, Inc. on Forms S-8.
27.0 Financial Data Schedule for the Year Ended December 31, 1998.
</TABLE>
- ---------
* Previously filed.
36
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INDEPENDENT AUDITORS' REPORT ............................................................................. F-2
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets at December 31, 1997 and 1998 ............................................... F-3
Consolidated Statements of Income for the Years Ended December 31, 1996, 1997 and 1998 .................. F-5
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1996, 1997 and 1998 .... F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 1996, 1997 and 1998 .............. F-7
Notes to Consolidated Financial Statements .............................................................. F-8
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
SPEEDWAY MOTORSPORTS, INC.
CHARLOTTE, NORTH CAROLINA
We have audited the accompanying consolidated balance sheets of Speedway
Motorsports, Inc. and subsidiaries (the Company) as of December 31, 1997 and
1998, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the three years in the period ended December 31,
1998. 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 audits.
We conducted our audits 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 audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1997 and 1998, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 23, 1999
F-2
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................. $ 28,148 $ 35,399
Restricted cash (Note 2) .................................. 2,775 258
Accounts and notes receivable (Notes 2 and 8) ............. 24,452 28,924
Prepaid income taxes ...................................... 4,649 10,356
Inventories (Note 3) ...................................... 8,900 10,447
Speedway condominiums held for sale (Note 2) .............. 22,908 4,930
Prepaid expenses .......................................... 768 2,026
-------- --------
Total Current Assets .................................... 92,600 92,340
-------- --------
PROPERTY AND EQUIPMENT, NET (Notes 2 and 4) ................ 436,547 730,686
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Note 2) ......... 51,300 56,903
OTHER ASSETS:
Marketable equity securities (Note 2) ..................... 1,609 1,439
Notes receivable (Note 8) ................................. 5,498 11,420
Other assets (Note 2) ..................................... 9,614 12,089
-------- --------
Total Other Assets ...................................... 16,721 24,948
-------- --------
TOTAL ................................................... $597,168 $904,877
======== ========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
----------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 5) .......................................... $ 375 $ 539
Accounts payable ....................................................................... 21,927 6,592
Deferred race event income, net (Note 2) ............................................... 58,433 84,713
Accrued expenses and other liabilities ................................................. 13,853 14,772
-------- --------
94,588 106,616
Revolving credit facility and bridge loan (Notes 2 and 5) .............................. -- 254,050
-------- --------
Total Current Liabilities ............................................................. 94,588 360,666
LONG-TERM DEBT (Note 5) .................................................................. 219,135 199,335
PAYABLE TO AFFILIATES (Note 8) ........................................................... 2,603 4,134
DEFERRED INCOME, NET (Note 2) ............................................................ 13,900 16,252
DEFERRED INCOME TAXES (Note 7) ........................................................... 18,795 35,208
OTHER LIABILITIES ........................................................................ 4,033 2,162
-------- --------
Total Liabilities ..................................................................... 353,054 617,757
-------- --------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 9)
STOCKHOLDERS' EQUITY (Notes 2, 6 and 11):
Preferred stock, $.10 par value, 3,000,000 shares authorized, no shares issued ......... -- --
Common stock, $.01 par value, 200,000,000 shares authorized, 41,433,000 and 41,502,000
shares issued and outstanding in 1997 and 1998 ........................................ 414 415
Additional paid-in capital ............................................................. 156,477 157,216
Retained earnings ...................................................................... 87,526 129,897
Accumulated other comprehensive loss -- unrealized loss on marketable equity securities (303) (408)
-------- --------
Total Stockholders' Equity ............................................................ 244,114 287,120
-------- --------
TOTAL ................................................................................. $597,168 $904,877
======== ========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ -----------
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
REVENUES (Note 2):
Admissions ......................................... $ 52,451 $ 94,032 $ 107,601
Event related revenue .............................. 36,414 83,177 105,459
Other operating revenue ............................ 13,248 14,917 16,736
--------- --------- ---------
Total Revenues ................................... 102,113 192,126 229,796
--------- --------- ---------
OPERATING EXPENSES:
Direct expense of events ........................... 30,173 65,347 83,046
Other direct operating expense ..................... 8,005 9,181 10,975
General and administrative ......................... 16,995 31,623 34,279
Depreciation and amortization ...................... 7,598 15,742 21,701
Preoperating expense of new facility (Note 2) ...... -- 1,850 --
--------- --------- ---------
Total Operating Expenses ......................... 62,771 123,743 150,001
--------- --------- ---------
OPERATING INCOME .................................... 39,342 68,383 79,795
Interest income (expense), net (Notes 5 and 8) ..... 1,316 (5,313) (12,228)
Bridge loan cost amortization (Note 2) ............. -- -- (752)
Other income, net (Note 10) ........................ 2,399 991 3,202
--------- --------- ---------
INCOME BEFORE INCOME TAXES .......................... 43,057 64,061 70,017
Provision for income taxes (Note 7) ................. (16,652) (25,883) (27,646)
--------- --------- ---------
NET INCOME .......................................... $ 26,405 $ 38,178 $ 42,371
========= ========= =========
PER SHARE DATA (Note 6):
Basic Earnings Per Share ........................... $ 0.65 $ 0.92 $ 1.02
Weighted average shares outstanding .............. 40,476 41,338 41,482
Diluted Earnings Per Share ......................... $ 0.64 $ 0.89 $ 1.00
Weighted average shares outstanding .............. 41,911 44,491 44,611
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL OTHER STOCK-
----------------- PAID-IN RETAINED COMPREHENSIVE HOLDERS'
SHARES AMOUNT CAPITAL EARNINGS LOSS EQUITY
-------- -------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 ..................... 38,000 $380 $ 72,148 $ 22,943 $ (92) $ 95,379
Net income ................................. -- -- -- 26,405 -- 26,405
Issuance of common stock (Note 9) .......... 3,000 30 78,324 -- -- 78,354
Issuance of common stock in business
acquisition (Note 1) ...................... 146 1 3,944 -- -- 3,945
Exercise of stock options (Note 11) ........ 159 2 740 -- -- 742
Net unrealized loss on marketable equity
securities ................................ -- -- -- -- (90) (90)
------ ---- -------- -------- ------ --------
BALANCE, DECEMBER 31, 1996 ................... 41,305 413 155,156 49,348 (182) 204,735
Net income ................................. -- -- -- 38,178 -- 38,178
Issuance of stock under employee stock
purchase plan (Note 11) ................... 25 -- 375 -- -- 375
Exercise of stock options (Note 11) ........ 103 1 946 -- -- 947
Net unrealized loss on marketable equity
securities ................................ -- -- -- -- (121) (121)
------ ---- -------- -------- ------ --------
BALANCE, DECEMBER 31, 1997 ................... 41,433 414 156,477 87,526 (303) 244,114
Net income ................................. -- -- -- 42,371 -- 42,371
Issuance of stock under employee stock
purchase plan (Note 11) ................... 16 -- 340 -- -- 340
Exercise of stock options (Note 11) ........ 53 1 399 -- -- 400
Net unrealized loss on marketable equity
securities ................................ -- -- -- -- (105) (105)
------ ---- -------- -------- ------ --------
BALANCE, DECEMBER 31, 1998 ................... 41,502 $415 $157,216 $129,897 $ (408) $287,120
====== ==== ======== ======== ====== ========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................................. $ 26,405 $ 38,178 $ 42,371
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ......................................................... 7,598 15,742 21,701
Gain on sale of marketable equity securities and investments .......................... (698) (241) (150)
Amortization of bridge loan costs ..................................................... -- -- 752
Amortization of deferred income ....................................................... (275) (662) (891)
Deferred income tax provision ......................................................... 3,890 5,053 16,256
Changes in operating assets and liabilities, net of effects of business acquisitions:
Restricted cash ..................................................................... (14,538) 11,849 2,517
Accounts receivable ................................................................. (4,569) (4,245) (7,262)
Prepaid and accrued income taxes .................................................... (4,057) 135 (5,707)
Inventories ......................................................................... (819) (2,682) (1,384)
Condominiums held for sale .......................................................... (393) (19,373) 17,978
Accounts payable .................................................................... (4,917) 10,564 (15,335)
Deferred race event income .......................................................... 15,812 22,040 16,258
Accrued expenses and other liabilities .............................................. 3,179 3,720 672
Deferred income ..................................................................... 8,444 4,830 3,243
Other assets and liabilities ........................................................ 2,322 (3,859) (4,623)
---------- ---------- ----------
Net cash provided by operating activities .......................................... 37,384 81,049 86,396
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under long-term debt and bridge loan ........................................ 146,525 203,073 254,253
Principal payments on long-term debt ................................................... (50,866) (100,475) (18,565)
Payments of debt issuance costs ........................................................ (2,894) (6,429) (4,053)
Issuance of stock under employee stock purchase plan ................................... -- 375 340
Exercise of common stock options ....................................................... 742 947 400
Issuance of common stock to public ..................................................... 78,354 -- --
---------- ---------- ----------
Net cash provided by financing activities .......................................... 171,861 97,491 232,375
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................................................................... (147,741) (162,011) (98,574)
Purchase of Bristol Motor Speedway ..................................................... (27,176) -- --
Purchase of Oil-Chem Research Corp ..................................................... (514) -- --
Purchase of Sears Point Raceway ........................................................ (8,487) -- --
Purchase of Las Vegas Motor Speedway ................................................... -- -- (210,400)
Purchase of marketable equity securities and other investments ......................... (2,135) (412) (933)
Proceeds from sales of marketable equity securities and investments .................... 2,094 1,417 692
Distribution from equity method investee ............................................... -- -- 1,300
Increase in notes and other receivables ................................................ (13,166) (11,638) (13,394)
Repayment of notes and other receivables ............................................... -- -- 9,789
---------- ---------- ----------
Net cash used in investing activities .............................................. (197,125) (172,644) (311,520)
---------- ---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS ............................................... 12,120 5,896 7,251
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .......................................... 10,132 22,252 28,148
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR ................................................ $ 22,252 $ 28,148 $ 35,399
========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized ..................................... -- $ 5,232 $ 14,951
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES (Note 5):
Capital lease obligation incurred for Sears Point Raceway facility ..................... $ 31,618
Net liabilities assumed and incurred in Las Vegas Motor Speedway acquisition ........... $ 8,783
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
BASIS OF PRESENTATION -- The consolidated financial statements include the
accounts of Speedway Motorsports, Inc. (SMI) and its wholly-owned subsidiaries,
Atlanta Motor Speedway, Inc. (AMS), Bristol Motor Speedway, Inc. (BMS),
Charlotte Motor Speedway, Inc. and subsidiaries (LMSC), Las Vegas Motor
Speedway LLC (LVMS), SPR Acquisition Corp. d/b/a Sears Point Raceway (SPR),
Texas Motor Speedway, Inc. (TMS), Speedway Systems LLC d/b/a Finish Line Events
(FLE), Oil-Chem Research Corp. and subsidiary (ORC), Speedway Screen Printing
LLC d/b/a Wild Man Industries (WMI), Speedway Funding Corp. and Sonoma Funding
Corp. (collectively, the Company).
CURRENT YEAR BUSINESS ACQUISITIONS (see Description of Business and Note
13) -- On December 1, 1998, the Company acquired certain tangible and
intangible assets, including the real and personal property and operations of
LVMS, an industrial park and certain adjacent unimproved land for approximately
$215.0 million, consisting principally of net cash outlay of $210.4 million and
assumed associated deferred revenue. The acquisition was financed with
borrowings under the Company's revolving credit facility and bridge loan (see
Note 5).
On October 2, 1998, the Company acquired certain tangible and intangible
assets and the operations of WMI for $510,000 in cash and notes payable.
DESCRIPTION OF BUSINESS -- AMS owns and operates a 1.54-mile lighted,
quad-oval, asphalt superspeedway located on approximately 870 acres in Hampton,
Georgia. Two major National Association of Stock Car Auto Racing (NASCAR)
Winston Cup events are held annually, one in March and one in November.
Additionally, a Busch Grand National race and two Automobile Racing Club of
America (ARCA) races are also held annually, each preceding a Winston Cup
event. AMS also hosts an annual Indy Racing League (IRL) racing event. All of
these events are sanctioned by NASCAR, IRL or ARCA. AMS has constructed 46
condominiums overlooking the Atlanta speedway and is in the process of selling
the 4 remaining condominiums.
BMS owns and operates a one-half mile lighted, 36-degree banked concrete
oval speedway, and a one-quarter mile lighted dragstrip, located on
approximately 550 acres in Bristol, Tennessee. BMS currently holds two major
NASCAR-sanctioned Winston Cup events annually. Additionally, two
NASCAR-sanctioned Busch Grand National races are held annually, each preceding
a Winston Cup event. In January 1996, the Company acquired 100% of the
outstanding capital stock of Bristol Motor Speedway, formerly known as National
Raceways, Inc., for $27,176,000. As part of the acquisition, the Company
obtained a right of first refusal to acquire certain adjacent land used for
camping and parking for race events.
BMS is reconstructing and expanding its dragstrip into a
"state-of-the-art" dragway with permanent grandstand seating, luxury suites,
and extensive fan amenities and facilities. Construction of the Bristol Dragway
is expected to be completed in 1999, and its inaugural National Hot Rod
Association (NHRA) sanctioned Winston Showdown will be hosted in July 1999.
Bristol Dragway will also host NHRA and other bracket racing events, as well as
various auto shows.
LMSC owns and operates a 1.5-mile lighted quad-oval, asphalt superspeedway
located in Concord, North Carolina. LMSC stages three major NASCAR Winston Cup
events annually, two in May and one in October. Additionally, two Busch Grand
National and two ARCA races are held annually, each preceding a Winston Cup
event. LMSC also hosts an IRL racing event annually. All of these events are
sanctioned by NASCAR, IRL or ARCA. The Charlotte facility also includes a
2.25-mile road course, a one-quarter mile asphalt oval track, a one-fifth mile
asphalt oval track and a one-fifth mile dirt oval track, all of which hold race
events throughout the year. In addition, LMSC has constructed 52 condominiums
overlooking the main speedway, all of which have been sold.
In February 1999, the Company entered into a ten year naming rights
agreement whereby Charlotte Motor Speedway has been renamed Lowe's Motor
Speedway (at Charlotte) for gross fees aggregating approximately $35,000,000
over the agreement term. The agreement specifies, among other things, that
essentially all promotional signage, souvenirs, marketing and other associated
materials, formerly bearing Charlotte Motor Speedway insignia, be renamed
Lowe's Motor Speedway (at Charlotte). Fee revenues, net of associated expenses,
will be recognized ratably over the ten year agreement term.
LMSC also owns an office and entertainment complex which overlooks the
main speedway. A wholly-owned subsidiary, The Speedway Club, Inc. (Speedway
Club), derives rental, catering and dining revenues from the complex.
F-8
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
LVMS owns and operates a 1.5 mile, lighted, asphalt superspeedway, several
other on-site race tracks and a 1.4 million square foot on-site industrial
park, located on approximately 1,300 acres in Las Vegas, Nevada. LVMS currently
hosts several annual NASCAR-sanctioned racing events, including a Winston Cup
Series, Busch Grand National Series, Craftsman Truck Series, two Winston West
Series, and two Winston Southwest Series racing events. Additional major events
held annually include IRL, World of Outlaws, American Motorcycle Association
(AMA), and drag racing events, among others. The racetrack is also rented
throughout the year for non-racing activities such as driving schools and
automobile testing.
Construction of LVMS was substantially completed in 1997 and its first
major NASCAR Winston Cup race was held in March 1998. As of December 31, 1998,
construction of the 1.4 million square foot industrial park was nearing
completion and is expected to commence operations in the first half of 1999
(see Note 4). The industrial park is expected to be leased under triple net
operating leases primarily to businesses and individuals involved in racing and
related industries.
SPR, located on approximately 1,500 acres in Sonoma, California, owns and
operates a 2.52-mile, twelve-turn road course, a one-quarter mile dragstrip,
and an 157,000 square foot industrial park. SPR currently holds one major
NASCAR-sanctioned Winston Cup racing event annually. Additional events held
annually include a NASCAR-sanctioned Winston Southwest Series, NHRA Winston
Drag Racing Series National, as well as AMA and Sports Car Club of America
(SCCA), racing events. The racetrack is also rented throughout the year by
various organizations, including the SCCA, driving schools, major automobile
manufacturers, and other car clubs.
On November 18, 1996, the Company acquired certain tangible and intangible
assets and the operations of Sears Point Raceway for approximately $2,000,000
in cash, and executed a long-term lease, including a purchase option, for the
racetrack facilities and real property. On February 17, 1998, as further
described in Note 5, the purchase option was exercised for $18,100,000, net
cash outlay, thereby transferring ownership of the racetrack facilities and
real property to the Company and eliminating its capital lease obligation.
TMS, located on approximately 1,360 acres in Fort Worth, Texas, is a
1.5-mile lighted, banked, asphalt quad-oval superspeedway. Construction of TMS
was completed at March 31, 1997 with TMS hosting its first major NASCAR Winston
Cup race on April 6, 1997. TMS currently hosts one major NASCAR Winston Cup
event, preceded by a Busch Grand National racing event. In 1999, TMS is also
hosting two NASCAR-sanctioned Craftsman Truck Series and two IRL racing events.
In 1998, TMS completed construction of 76 condominiums above turn two
overlooking the speedway, 66 of which have been sold or contracted for sale as
of December 31, 1998 (see Note 2).
TMS also is constructing an office and entertainment complex which
overlooks the main speedway. Construction is expected to be completed in 1999,
and TMS plans to derive rental, catering and dining revenues from the dining-
entertainment and health-fitness club complex.
FLE provides event food, beverage, and souvenir merchandising services at
each of the Company's speedways and to other third party sports-oriented venues
(see Note 2).
ORC produces an environmentally friendly motor oil additive that the
Company intends to promote in conjunction with its speedways (see Note 2). On
April 16, 1996, the Company acquired 100% of the outstanding capital stock of
ORC for $4,459,000 in Company stock and cash.
WMI, a wholly-owned subsidiary of FLE, is a screen printing and embroidery
manufacturer and distributor of wholesale and retail apparel.
600 RACING, INC., a wholly-owned subsidiary of LMSC, developed, operates
and is the official sanctioning body of the Legends Racing Circuit. 600 Racing
also manufactures and sells 5/8-scale cars (Legends Cars) modeled after
older-style coupes and sedans. In 1997, 600 Racing released a new line of
smaller-scale cars (the Bandolero). Revenue is principally derived from the
sale of vehicles and vehicle parts.
OTHER -- In October 1996, the Company signed a joint management and
development agreement with Quad-Cities International Raceway Park. The Company
will serve in an advisory capacity for the development of a multi-use facility,
which includes a speedway located in northwest Illinois. The agreement also
grants the Company the option to purchase up to 40% equity ownership in the
facility. The option has not been exercised.
F-9
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION -- All significant intercompany accounts and
transactions have been eliminated in consolidation.
REVENUE RECOGNITION -- Admissions revenue consists of ticket sales. Event
related revenues consist of amounts received from sponsorships, broadcasting
rights, concessions, luxury suite rentals, commissions and souvenir sales.
Other operating revenue consists of Legends Car sales, Speedway Club restaurant
and catering revenues, Speedway Club membership income, industrial park
rentals, Oil-Chem and WMI revenues.
The Company recognizes admissions and other event related revenues when
the events are held. Advance revenues and certain related direct expenses
pertaining to a specific event are deferred until such time as the event is
held. Deferred expenses primarily include race purses and sanctioning fees
remitted to NASCAR or other sanctioning bodies.
Deferred race event income relates to scheduled events to be held in the
upcoming year. If circumstances prevent a race from being held at any time
during the racing season, all advance revenue must be refunded and all direct
event expenses deferred would be recognized immediately except for race purses
which would be refundable from NASCAR, IRL or other sanctioning bodies.
CASH AND CASH EQUIVALENTS -- The Company classifies as cash equivalents
all highly liquid investments with original maturities of three months or less.
Cash equivalents principally consist of commercial paper and United States
Treasury securities.
RESTRICTED CASH -- Restricted cash consists principally of customer
deposits received on speedway condominiums under construction and held for sale
of $2,671,000 and $223,000 at December 31, 1997 and 1998. Condominium deposits
are held in escrow accounts until sales are closed.
ACCOUNTS AND NOTES RECEIVABLE -- Accounts receivable are reported net of
allowance for doubtful accounts of $553,000 and $291,000 at December 31, 1997
and 1998. Short term notes receivable amounted to $593,000 and $4,222,000 at
December 31, 1997 and 1998. Bad debt expense amounted to $97,000 in 1996,
$392,000 in 1997 and $29,000 in 1998, and allowance for doubtful accounts
reductions for actual write-offs and recoveries of specific accounts receivable
amounted to $82,000 in 1996, $0 in 1997 and $291,000 in 1998.
INVENTORIES -- Inventories consist of souvenirs, finished vehicles, parts
and accessories, and food costs determined on a first-in, first-out basis, and
apparel and oil additive costs determined on a average current cost basis, all
of which are stated at the lower of cost or market.
SPEEDWAY CONDOMINIUMS HELD FOR SALE -- The Company has constructed 46
condominiums at AMS and 76 condominiums at TMS, of which 41 and 66,
respectively, have been sold or contracted for sale as of December 31, 1998.
Speedway condominiums held for sale represent 5 condominiums at AMS and 10
condominiums at TMS which are substantially complete and are in the process of
being sold.
PROPERTY AND EQUIPMENT -- Property and equipment are recorded at cost less
accumulated depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the respective assets. Expenditures
for repairs and maintenance are charged to expense when incurred. Construction
in progress includes all direct costs and capitalized interest on fixed assets
under construction. Management periodically evaluates long-lived assets for
possible impairment based on expected future undiscounted operating cash flows
attributable to such assets.
In the fourth quarter ended December 31, 1997, the Company revised the
estimated useful lives of certain property and equipment based on new
information obtained from a third party review of applicable lives for these
assets. Management believes the revised lives are more appropriate and result
in better estimates of depreciation. The revised lives decreased depreciation
expense $735,000, and increased net income $441,000, or approximately $.01 per
share, for the year ended December 31, 1997 compared to using former lives.
In connection with the development and completed construction of TMS in
1997, the Company entered into arrangements with the FW Sports Authority, a
non-profit corporate instrumentality of the City of Fort Worth, Texas, whereby
the Company conveyed the speedway facility, excluding its on-site condominiums
and office and entertainment complex, to the
F-10
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
sports authority and is leasing the facility back over a 30-year period.
Because of the Company's responsibilities under these arrangements, the
speedway facility and related liabilities are included in the accompanying
consolidated balance sheets.
GOODWILL AND OTHER INTANGIBLE ASSETS -- Goodwill and other intangible
assets represent the excess of business acquisition costs over the fair value
of the net assets acquired and are being amortized on a straight-line basis
principally over 40 years. Goodwill and other intangible assets are reported
net of accumulated amortization of $2,837,000 and $4,063,000 at December 31,
1997 and 1998. Management periodically evaluates the recoverability of goodwill
and other intangible assets based on expected future profitability and
undiscounted operating cash flows of acquired businesses.
MARKETABLE EQUITY SECURITIES -- The Company's marketable equity securities
are classified as "available for sale" and are not bought and held principally
for the purpose of selling them in the near term. Accordingly, these securities
are reported at fair value, with unrealized gains and losses, net of tax,
excluded from earnings and reported as a separate component of stockholders'
equity. Management intends to hold these securities through at least fiscal
1999, and accordingly, they are reflected as non-current assets. Realized gains
and losses on sales of marketable equity securities are determined using the
specific identification method.
Valuation allowances for unrealized losses of $303,000 and $408,000, net
of $219,000 and $272,000 in tax benefits, are reflected as a charge to
stockholders' equity to reduce the carrying amount of long-term marketable
equity securities to market value as of December 31, 1997 and 1998,
respectively. Net realized gains on sales of marketable equity securities were
$698,000 in 1996, $241,000 in 1997 and $150,000 in 1998.
DEFERRED FINANCING COSTS AND BRIDGE LOAN COST AMORTIZATION -- Deferred
financing costs are included in other noncurrent assets and are amortized over
the term of the related debt. Bridge loan cost amortization results from
financing costs incurred in obtaining an amended credit facility and bridge
loan to fund the Company's December 1, 1998 acquisition of LVMS (see Note 5).
Associated deferred financing costs of $4,050,000 are being amortized over the
loan term which matures May 18, 1999. Deferred financing costs are reported net
of accumulated amortization of $700,000 and $2,458,000 at December 31, 1997 and
1998.
DEFERRED INCOME -- Deferred income as of December 31, 1997 and 1998
consisted of the following (dollars in thousands):
<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
TMS Preferred Seat License fee deposits, net ........ $12,862 $12,624
Deferred gain on TMS condominium sales. ............. -- 2,817
Deferred LMSC Speedway Club membership income ....... 1,014 739
Other ............................................... 24 72
------- -------
Total .............................................. $13,900 $16,252
======= =======
</TABLE>
In 1996, TMS began offering Preferred Seat License agreements whereby
licensees are entitled to purchase annual TMS season-ticket packages for
sanctioned racing events under specified terms and conditions. Among other
items, licensees are required to purchase all season-ticket packages when and
as offered each year. License agreements automatically terminate without refund
should licensees not purchase any offered ticket. Also, licensees are not
entitled to refunds for postponements or cancellation of events due to weather
or certain other conditions. After May 31, 1999, license agreements are
transferrable once each year subject to certain terms and conditions. TMS
Preferred Seat License fee deposits are reported net of expenses of $1,036,000
and $1,052,000 at December 31, 1997 and 1998.
Fees received under PSL agreements were deferred prior to TMS hosting its
first Winston Cup race on April 6, 1997. The Company began amortizing net PSL
fee revenues into income over the estimated useful life of TMS's facility upon
its opening. Amortization income recognized in 1997 was $387,000 and in 1998
was $616,000.
The Speedway Club at LMSC has sold lifetime memberships which entitle
individual members to certain private dining and racing event seating
privileges. Net revenues from lifetime membership fees are being amortized into
income over 25 years. In each of the three years ended December 31, 1998,
lifetime membership income of $275,000 was recognized. The Speedway Club also
offers executive memberships, which entitle members to certain dining
privileges and require a monthly assessment. Monthly executive membership fees
are recognized as income when billed.
F-11
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Certain condominium sales contracts, aggregating approximately $17,300,000
as of December 31, 1998, provide buyers the right to require the Company to
repurchase real estate within three years from the purchase date. Gain
recognition has been deferred until the buyer's right expires. Management
believes the likelihood of buyers exercising such rights, in amounts that at
any one time or in the aggregate would be significant, is remote.
ADVERTISING EXPENSES -- Advertising costs other than for direct-response
advertising are expensed as incurred and are included principally in direct
expense of events. Advertising expenses amounted to $2,154,000 in 1996,
$5,205,000 in 1997, and $7,626,000 in 1998. Prepaid expense at December 31,
1998 includes $1,240,000 of deferred direct-response advertising costs related
to future media promotion of certain ORC products. These deferred costs will be
amortized over the estimated period of future benefits commencing when primary
media promotion begins.
PREOPERATING EXPENSE OF NEW FACILITY -- Preoperating expenses consist of
non-recurring and non-event related costs to develop, organize and open Texas
Motor Speedway, which hosted its first racing event on April 6, 1997.
INCOME TAXES -- The Company recognizes deferred tax assets and liabilities
for the future income tax effect of temporary differences between financial and
income tax bases of assets and liabilities assuming they will be realized and
settled at the amounts reported in the financial statements.
STOCK-BASED COMPENSATION -- The Company continues to apply Accounting
Principles Board (APB) Opinion No. 25, which recognizes compensation cost based
on the intrinsic value of the equity instrument awarded as permitted under
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation." The pro forma effect on net income and earnings per
share under the provisions of SFAS No. 123 is disclosed in Note 11.
FAIR VALUE OF FINANCIAL INSTRUMENTS -- The Company's financial instruments
consist of cash, accounts and notes receivable, accounts payable and short and
long-term debt. The carrying value of these financial instruments approximate
their fair value at December 31, 1997 and 1998.
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. Actual
future results could differ from those estimates.
IMPACT OF NEW ACCOUNTING STANDARDS -- The Company adopted SFAS No. 130
"Reporting Comprehensive Income" in 1998. SFAS No. 130 specifies that
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. Because the
Company does not have material items of other comprehensive income, adoption
did not result in presentation or financial statements significantly different
from that under previous accounting standards.
The Company also adopted SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information" in 1998. SFAS No. 131 establishes standards
for reporting selected information about operating segments determined using
quantitative thresholds and a "management approach", which reflects how the
chief operating decision maker evaluates segment performance and allocates
resources. The combined operations of the Company's speedways comprise one
operating segment, and encompasses all admissions and event related revenues
and associated expenses. Other Company operations presently are not considered
significant relative to those of the speedways. As such, adoption had no effect
on the Company's financial statements or disclosures.
RECLASSIFICATIONS -- Certain prior year accounts were reclassified to
conform with current year presentation.
PRESENTATION -- In 1998, the Company began operating certain food and
beverage concession activities through FLE which previously had been procured
from a third party. As a result, revenues and expenses associated with such
concession activities in 1998 are included in event related revenues, direct
expense of events and general and administrative expense. In 1996 and 1997, the
Company's operating profits from such activities under its arrangement with the
outside vendor were reported as event related revenue.
F-12
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. INVENTORIES
Inventories as of December 31, 1997 and 1998 consisted of the following
components (dollars in thousands):
<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Souvenirs and apparel .............................. $3,839 $ 5,023
Finished vehicles, parts and accessories. .......... 4,907 4,409
Oil additives, food and other ...................... 154 1,015
------ -------
Total ............................................ $8,900 $10,447
====== =======
</TABLE>
4. PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 1997 and 1998 is summarized as
follows (dollars in thousands):
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES 1997 1998
-------------- ------------ -----------
<S> <C> <C> <C>
Land and land improvements ............. 5-25 $ 88,019 $ 200,193
Racetracks and grandstands ............. 5-45 214,998 298,701
Buildings and luxury suites ............ 5-40 140,785 182,426
Machinery and equipment ................ 3-20 15,321 32,302
Furniture and fixtures ................. 5-20 10,878 11,390
Autos and trucks ....................... 3-10 2,747 3,651
Construction in progress ............... 25,303 83,081
--------- ---------
Total ................................. 498,051 811,744
Less accumulated depreciation ......... (61,504) (81,058)
--------- ---------
Net .................................. $ 436,547 $ 730,686
========= =========
</TABLE>
CONSTRUCTION IN PROGRESS -- At December 31, 1998, the Company had various
construction projects underway to increase and improve grandstand seating
capacity, luxury suites, facilities for fan amenities, and make various other
site improvements at each of its speedways. For example, BMS is reconstructing
and expanding its dragstrip with permanent grandstand seating, luxury suites,
and extensive fan amenities and facilities. Construction is expected to be
completed in 1999, with its inaugural NHRA-sanctioned Winston Showdown hosted
in July 1999. In addition, construction of a 1.4 million square foot industrial
park and a dragstrip on-site at LVMS was nearing completion as of December 31,
1998, and commencement of operations is expected in early 1999. The estimated
aggregate cost of capital expenditures in 1999 will approximate $60,000,000.
5. AMENDED BANK CREDIT FACILITY AND BRIDGE LOAN AND LONG-TERM DEBT
Revolving credit facility and bridge loan borrowings and long-term debt as
of December 31, 1997 and 1998 consist of the following (dollars in thousands):
<TABLE>
<CAPTION>
1997 1998
------------ -------------
<S> <C> <C>
Revolving credit facility and bridge loan ......................................... $ -- $ 254,050
Senior subordinated notes ......................................................... 124,674 124,708
Convertible subordinated debentures ............................................... 74,000 74,000
Capital lease obligation .......................................................... 19,433 --
Other notes payable ............................................................... 1,403 1,166
-------- ----------
Total ........................................................................... 219,510 453,924
Less current maturities ........................................................ (375) (539)
Less revolving credit facility and bridge loan borrowings maturing May 1999 .... -- (254,050)
-------- ----------
$219,135 $ 199,335
======== ==========
</TABLE>
AMENDED BANK CREDIT FACILITY AND BRIDGE LOAN -- On November 23, 1998, the
Company's Credit Facility dated as of August 4, 1997 was amended and restated
in connection with the Company's December 1, 1998 acquisition of LVMS. The
amended Credit Facility and Bridge Loan (the Bridge Loan) increased the
Company's overall borrowing limit from $175,000,000 to $270,000,000 to fund the
LVMS acquisition and maintain a revolving credit facility for working capital
needs and general corporate purposes. The Bridge Loan matures on May 18, 1999.
At December 31, 1998, the Company has $254,050,000
F-13
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. AMENDED BANK CREDIT FACILITY AND BRIDGE LOAN AND LONG-TERM
DEBT -- (CONTINUED)
in outstanding borrowings under the Bridge Loan. Interest, standby letters of
credit terms and restrictive and required financial covenants are generally
similar to those prior to amendment. The Bridge Loan was obtained from
NationsBank N.A., and is an unsecured, senior revolving credit facility and
term loan with a $10,000,000 borrowing sub-limit for standby letters of credit.
Associated deferred financing costs incurred in obtaining the bridge loan
amounted to approximately $4,050,000 and are being amortized over the loan term
through May 18, 1999 (see Note 2).
Because the Bridge Loan matures May 18, 1999, replacement debt and equity
offering alternatives are being evaluated by the Company. While the Company
does not believe maturity will result in the use of significant working
capital, the outstanding borrowings of $254,050,000 have been classified as a
current liability in the accompanying December 31, 1998 balance sheet in
accordance with generally accepted accounting principles. In conjunction with
seeking replacement financing, the Company also intends to retain a revolving
credit facility with sufficient overall borrowing limits for working capital
needs and general corporate purposes.
Interest is based, at the Company's option, upon (i) LIBOR plus 1.125% or
(ii) the greater of NationsBank's prime rate or the Federal fund rate plus .5%.
Although the Bridge Loan is unsecured, the Company has agreed not to pledge its
assets to any third party. In addition, among other items, the Company must
meet certain financial covenants, including specified levels of net worth and
ratios of (i) debt to capitalization, (ii) debt to earnings before interest,
taxes, depreciation and amortization (EBITDA), and (iii) earnings before
interest and taxes (EBIT) to interest expense. The Bridge Loan also contains
certain limitations on cash expenditures to acquire additional motor speedways
without the consent of the lenders, and limits the Company's consolidated
capital expenditures to amounts not to exceed $125 million annually, beginning
for fiscal 1998, and $325 million in the aggregate over the loan term. The
Company also agreed to certain other limitations or prohibitions concerning the
incurrence of other indebtedness, transactions with affiliates, guarantees,
asset sales, investments, cash dividends to shareholders, distributions and
redemptions. The weighted-average interest rate on borrowings under the Credit
Facility and Bridge Loan in 1998 was 6.4%.
SENIOR SUBORDINATED NOTES -- In August 1997, the Company completed a
private placement of 8 1/2% senior subordinated notes (the Senior Notes) in the
aggregate principal amount of $125,000,000. The Senior Notes are unsecured,
mature in August 2007, and are redeemable at the Company's option after August
15, 2002. Interest payments are due semi-annually on February 15 and August 15.
The Senior Notes are subordinated to all present and future senior secured
indebtedness of the Company, including the Bridge Loan. Redemption prices in
fiscal year periods ending August 15 are 104.25% in 2002, 102.83% in 2003,
101.42% in 2004 and 100% in 2005 and thereafter. The Company filed a
registration statement to register these notes on September 8, 1997. Net
proceeds after commissions and discounts, including issuance discount of
$340,000, amounted to $121,548,000 and were used to retire and repay then
outstanding borrowings under the former credit facility, fund construction
costs and for working capital needs of the Company.
The Indenture governing the Senior Notes contains certain specified
restrictive and required financial covenants. The Company has agreed not to
pledge its assets to any third party except under certain limited
circumstances. The Company also has agreed to certain other limitations or
prohibitions concerning the incurrence of other indebtedness, capital stock,
guaranties, asset sales, investments, cash dividends to shareholders,
distributions and redemptions. The Indenture and Bridge Loan agreements contain
cross-default provisions.
CONVERTIBLE SUBORDINATED DEBENTURES -- In October 1996, the Company
completed a private placement of 5 3/4% convertible subordinated debentures in
the aggregate principal amount of $74,000,000. On October 4, 1996, the Company
filed a registration statement to register these debentures and the underlying
equity securities. Net proceeds after commissions and discounts were
$72,150,000. The debentures are unsecured, mature on September 30, 2003, are
convertible into Company common stock at the holder's option after December 1,
1996 at $31.11 per share until maturity, and are redeemable at the Company's
option after September 29, 2000. Interest payments are due semi-annually on
March 31 and September 30. The debentures are subordinated to all present and
future secured indebtedness of the Company, including the Bridge Loan.
Redemption prices in fiscal year periods ending September 30 are 102.46% in
2000, 101.64% in 2001 and 100.82% in 2002. After September 30, 2002, the
debentures are redeemable at par. In conversion, 2,378,565 shares of common
stock would be issuable (see Note 6). The proceeds of this offering were used
to repay outstanding borrowings under the Company's former bank credit
facility, fund construction costs of TMS and for working capital needs of the
Company.
F-14
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. AMENDED BANK CREDIT FACILITY AND BRIDGE LOAN AND LONG-TERM
DEBT -- (CONTINUED)
CAPITAL LEASE OBLIGATION AND EXERCISE OF PURCHASE OPTION (SEARS POINT
RACEWAY) -- In connection with its SPR asset acquisition on November 18, 1996
(see Note 1), the Company executed a fourteen year capital lease, including a
purchase option, with the seller for all real property of the SPR complex. On
February 17, 1998, the purchase transaction was consummated for $18,100,000 net
cash, thereby transferring ownership of the SPR racetrack facilities and real
property to the Company and eliminating its capital lease obligation. The
purchase transaction was funded with borrowings under the Company's former
credit facility, and has been reflected in the accompanying December 31, 1998
consolidated financial statements.
The purchase option, consisting of the Company's right to purchase the
real property for $38,100,000, subject to seller acceleration, was initially
acquired for a $3,500,000 payment. This payment, a security deposit of
$3,000,000 paid at lease inception, and a promissory note receivable of
$13,453,000 due from the seller, were credited against the purchase price.
Because a legal right of offset existed under the lease obligation and note
receivable agreements prior to exercise, the note receivable was netted against
the capital lease obligation in the accompanying December 31, 1997 consolidated
balance sheet.
OTHER NOTES PAYABLE -- Other notes payable includes a note arrangement the
Company entered into in 1995 to pay a portion of the costs to construct an
improved access road to LMSC from Interstate 85. The note payable bears
interest at 8% and is collateralized by a bank letter of credit from
NationsBank.
Annual maturities of debt at December 31, 1998 are as follows (dollars in
thousands):
<TABLE>
<S> <C>
1999 ........................................................ $ 539
2000 ........................................................ 347
2001 ........................................................ 125
2002 ........................................................ 116
2003 ........................................................ 74,039
Thereafter .................................................. 124,708
--------
Total ...................................................... 199,874
Revolving credit facility and bridge loan maturing May 1999 254,050
--------
$453,924
========
</TABLE>
Interest income (expense), net includes interest expense of $693,000 in
1996, $7,745,000 in 1997, and $15,258,000 in 1998; and includes interest income
of $2,009,000 in 1996, $2,432,000 in 1997, and $3,030,000 in 1998. The Company
capitalized interest costs of $2,834,000 in 1996, $5,768,000 in 1997, and
$3,846,000 in 1998.
6. CAPITAL STRUCTURE, PUBLIC OFFERING OF COMMON STOCK AND PER SHARE DATA
PREFERRED STOCK -- At December 31, 1998, SMI has authorized 3,000,000
shares of preferred stock with a par value of $.10 per share. Shares of
preferred stock may be issued in one or more series with rights and
restrictions as may be determined by the Company's Board of Directors. No
preferred shares were issued and outstanding at December 31, 1997 or 1998.
STOCK SPLIT -- On February 9, 1996, the Company's Board of Directors
approved a two for one stock split for each share of the Company's common
stock. The stock split was effective March 15, 1996 in the form of a 100%
common stock dividend payable to stockholders of record as of February 26,
1996. All share and per share information in the accompanying consolidated
financial statements take into account this stock split.
PUBLIC OFFERING OF COMMON STOCK -- The Company completed its second
offering of common stock on April 1, 1996 by issuing 3,000,000 shares of common
stock at a price of $27.625 per share. Net proceeds after offering expenses
were $78,354,000 with such proceeds used to pay construction costs of TMS and
for other general corporate purposes.
PER SHARE DATA -- Diluted earnings per share assumes conversion of the
convertible debentures into common stock based on the weighted average of
issuable shares from the date of debt issuance, and elimination of interest
expense, net of
F-15
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. CAPITAL STRUCTURE, PUBLIC OFFERING OF COMMON STOCK AND PER SHARE
DATA -- (CONTINUED)
taxes, on such debt (see Note 5). The following schedule reconciles basic and
diluted earnings per share(dollars and shares in thousands):
<TABLE>
<CAPTION>
WEIGHTED
NET AVERAGE EARNINGS
YEAR ENDED: INCOME SHARES PER SHARE
- ------------------------------------------------------ ---------- --------- ----------
<S> <C> <C> <C>
December 31, 1996:
Basic earnings per share ............................ $26,405 40,476 $ 0.65
Dilution adjustments:
Common stock equivalents -- stock options ......... -- 825
5 3/4% Convertible debentures ..................... 210 610
------- -------
Diluted earnings per share .......................... $26,615 41,911 $ 0.64
======= =======
December 31, 1997:
Basic earnings per share ............................ $38,178 41,338 $ 0.92
Dilution adjustments:
Common stock equivalents -- stock options ......... -- 774
5 3/4% Convertible debentures ..................... 1,237 2,379
------- -------
Diluted earnings per share .......................... $39,415 44,491 $ 0.89
======= =======
December 31, 1998:
Basic earnings per share ............................ $42,371 41,482 $ 1.02
Dilution adjustments:
Common stock equivalents -- stock options ......... -- 750
5 3/4% Convertible debentures ..................... 2,108 2,379
------- -------
Diluted earnings per share .......................... $44,479 44,611 $ 1.00
======= =======
</TABLE>
7. INCOME TAXES
The components of the provision for income taxes are as follows (dollars
in thousands):
<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Current ........... $12,762 $20,830 $11,390
Deferred .......... 3,890 5,053 16,256
------- ------- -------
Total ............ $16,652 $25,883 $27,646
======= ======= =======
</TABLE>
The reconciliation of the statutory federal income tax rate and the
effective income tax rate is as follows:
<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- ----------
<S> <C> <C> <C>
Statutory federal tax rate .................................... 35% 35% 35%
State and local income taxes, net of federal income tax effect 4 4 4
Other, net .................................................... -- 1 --
-- -- --
Total ....................................................... 39% 40% 39%
==== ==== =====
</TABLE>
F-16
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. INCOME TAXES -- (CONTINUED)
The tax effect of temporary differences resulting in deferred income taxes
are as follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ------------
<S> <C> <C> <C>
Deferred tax liabilities:
Property and equipment ........................................ $ 14,958 $ 25,627 $ 49,493
Expenses deducted for tax purposes and other .................. 755 582 1,520
-------- -------- ---------
Subtotal .................................................... 15,713 26,209 51,013
-------- -------- ---------
Deferred tax assets:
Income previously recognized for tax purposes ................. (520) (406) (808)
Stock option compensation expense ............................. (1,095) (1,054) (1,020)
PSL and other deferred income recognized for tax purposes ..... -- (5,028) (5,075)
Alternative minimum tax credit ................................ -- -- (6,898)
Other ......................................................... (356) (926) (2,004)
-------- -------- ---------
Subtotal .................................................... (1,971) (7,414) (15,805)
-------- -------- ---------
Total net deferred tax liability ............................... $ 13,742 $ 18,795 $ 35,208
======== ======== =========
</TABLE>
The Company made income tax payments during 1996, 1997 and 1998 totaling
approximately $17,402,000, $27,329,000 and $16,328,000, respectively. No
valuation allowance against deferred tax assets has been recorded for any year
presented.
On October 31, 1997, the Company reached a final settlement with the
Internal Revenue Service (IRS) involving AMS, as the successor in interest to
BND, Inc. (BND), for deficient income taxes and interest related to BND's
income tax returns for certain years. The IRS had alleged that, during the
acquisition of AMS in 1990, BND's merger into AMS resulted in a taxable gain to
BND, and eliminated a net operating loss carryback to the tax return filed for
1988. The settlement included taxes payable of approximately $2,900,000 plus
interest which have been reflected as an increase to goodwill arising from the
AMS acquisition and a charge to previously established accruals, respectively.
8. RELATED PARTY TRANSACTIONS
Notes receivable at December 31, 1997 and 1998 include $747,000 and
$798,000, respectively, due from a partnership in which the Company's Chairman
and Chief Executive Officer is a partner. The note bears interest at 1% over
prime, is collateralized by certain partnership land and is payable on demand.
Because the Company does not anticipate repayment of the note during 1999, the
balance has been classified as a noncurrent asset in the accompanying 1998
balance sheet.
Notes receivable also include a note receivable from the Company's
Chairman and Chief Executive Officer for $1,876,000 at December 31, 1997 and
$842,000 at December 31, 1998. The principal balance of the note represents
premiums paid by the Company under a split-dollar life insurance trust
arrangement on behalf of the Chairman, in excess of cash surrender value. The
note bears interest at 1% over prime. Because the Company does not anticipate
repayment of the note during 1999, the balance has been classified as a
noncurrent asset in the accompanying 1998 balance sheet.
From time to time, the Company paid certain expenses and made cash
advances for various corporate purposes on behalf of Sonic Financial Corp.
(Sonic Financial), an affiliate of the Company through common ownership. At
December 31, 1997 and 1998, accounts receivable include approximately
$3,875,000 and $1,040,000 net due from Sonic Financial. The amounts are
classified as short-term based on expected repayment dates.
Interest income of $130,000 in 1996, $166,000 in 1997, and $115,000 in
1998 was earned on amounts due from related parties.
Amounts payable to affiliates at December 31, 1997 and 1998 includes
$2,592,000 for acquisition and other expenses paid on behalf of AMS by Sonic
Financial prior to 1996. Of this amount, approximately $1,800,000 bears
interest at 3.83% per annum. The remainder of the amount bears interest at
prime plus 1%. The entire amount is classified as long-term based on expected
repayment dates. Interest expense incurred on this obligation was $141,000 in
1996, $144,000 in 1997 and $143,000 in 1998. Amounts payable to affiliates at
December 31, 1998 also include $1,542,000 owed to a former LVMS
F-17
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. RELATED PARTY TRANSACTIONS -- (CONTINUED)
shareholder and executive officer, who is now a LVMS officer and employee, in
equal monthly payments through December 2003 at 6.4% imputed interest.
9. CONTINGENCIES
The Company is involved in various lawsuits and disputes which arose in
the ordinary course of business. In management's opinion, the outcome of these
matters will not have a material impact on the Company's financial condition or
future results of operations. The Company's property at LMSC includes areas
that were used as solid waste landfills for many years. Landfilling of general
categories of municipal solid waste on the LMSC property ceased in 1992, but
LMSC currently allows certain property to be used for land clearing and inert
debris landfilling and for construction and demolition debris landfilling.
Management believes that the Company's operations, including the landfills on
its property, are in compliance with all applicable federal, state and local
environmental laws and regulations. Company management is not aware of any
situation related to landfill operations which would adversely affect the
Company's financial position or future results of operations.
10. OTHER INCOME
Other income, net for the years ended December 31, 1996, 1997 and 1998
consists of the following (dollars in thousands):
<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- ---------
<S> <C> <C> <C>
Gain on sale of speedway condominiums ............ $ 163 $ 142 $1,032
Equity in operations of equity investee .......... 371 (97) 26
Other income ..................................... 1,865 946 2,144
------ ----- ------
$2,399 $ 991 $3,202
====== ===== ======
</TABLE>
Other income in 1996 consists primarily of gains on sales of land and
marketable equity securities, and landfill fees; in 1997 consists primarily of
gains on sales of marketable equity securities and landfill fees; and in 1998
consists primarily of December gain on exercise of SPR purchase option and on
sales of marketable equity securities and landfill fees.
11. STOCK OPTION PLANS
1994 STOCK OPTION PLAN -- The Board of Directors and stockholders of SMI
adopted the Company's 1994 Stock Option Plan in order to attract and retain key
personnel. Under the stock option plan, options to purchase up to an aggregate
of 3,000,000 shares of common stock may be granted to directors, officers and
key employees of SMI and its subsidiaries. All options to purchase shares under
this plan expire ten years from grant date. Such options provide for the
purchase of common stock at a price as determined by the Compensation Committee
of the Board of Directors. The exercise price of all stock options granted in
1996 through 1998 was the fair or trading value of the Company's common stock
at grant date. Other option information regarding the 1994 Stock Option Plan
for 1996 through 1998 is summarized as follows:
F-18
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
11. STOCK OPTION PLANS -- (CONTINUED)
<TABLE>
<CAPTION>
WEIGHTED
EXERCISE AVERAGE
SHARES IN PRICE EXERCISE
THOUSANDS PER SHARE PRICE
----------- ----------------- -----------
<S> <C> <C> <C>
Outstanding, January 1, 1996 ........... 1,220 $ 3.75-$15.38 $ 6.00
Granted ................................ 280 23.00 23.00
Exercised .............................. (159) 3.75-15.38 4.67
Cancelled .............................. (17) 15.38 15.38
----- --------------- --------
Outstanding, December 31, 1996 ......... 1,324 3.75-23.00 9.64
Granted ................................ 90 23.50 23.50
Exercised .............................. (83) 3.75-9.00 7.73
----- --------------- --------
Outstanding, December 31, 1997 ......... 1,331 3.75-23.50 10.40
Granted ................................ 200 25.63 25.63
Exercised .............................. (53) 3.75-9.00 7.71
----- --------------- --------
Outstanding, December 31, 1998 ......... 1,478 $ 3.75-$25.63 $ 12.56
===== =============== ========
</TABLE>
Of the options outstanding as of December 31, 1998, 1,438,000 are
currently exercisable at a weighted average exercise price of $12.27 per share.
The weighted average remaining contractual life of the options outstanding at
December 31, 1998 is 7.06 years.
FORMULA STOCK OPTION PLAN -- The Company's Board of Directors and
stockholders adopted the Formula Stock Option Plan for the benefit of the
Company's outside directors. The plan authorizes options to purchase up to an
aggregate of 800,000 shares of common stock. Under the plan, before February 1
of each year, each outside director is awarded an option to purchase 20,000
shares of common stock at an exercise price equal to the fair market value per
share at award date.
In each year of 1996 through 1998, the Company granted options to purchase
20,000 common shares to each of the Company's two outside directors at exercise
prices per share at award dates of $14.94, $20.63 and $24.81, respectively.
Options on 20,000 shares granted in 1996 were exercised in 1997. No stock
options under this plan were exercised in 1996 or 1998. The outstanding options
for 100,000 shares at December 31, 1998 have a weighted average exercise price
of $21.16 per share, with a weighted average remaining contractual life of 8.20
years. Effective January 4, 1999, the Company granted options to purchase an
additional 20,000 shares to each of the two outside directors at an exercise
price per share of $27.88 at award date.
STOCK-BASED COMPENSATION INFORMATION -- As discussed in Note 2, the
Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation". The Company granted 320,000, 130,000 and 240,000
options in 1996, 1997 and 1998 with weighted average grant-date fair values of
$7.16, $7.18 and $7.91, respectively, under both stock option plans. No
compensation cost has been recognized for the stock option plans. Had
compensation cost for the stock options been determined based on the fair value
method as prescribed by SFAS No. 123, the Company's pro forma net income and
basic and diluted earnings per share would have been $25,036,000 or $0.62 and
$0.60 per share for 1996, $37,704,000 or $0.91 and $0.88 per share for 1997,
and $41,223,000 or $0.99 and $0.97 per share for 1998.
The fair value of each option grant is estimated on the grant date using
the Black-Scholes option-pricing model with the following assumptions: expected
volatility of 37.3% in 1996, 37.1% in 1997, and 37.8% in 1998; risk-free
interest rates of 5.7% in 1996, 5.9% in 1997, and 4.6% in 1998; and expected
lives of 3.1 years in 1996, 3.0 years in 1997, and 3.0 years in 1998. The model
reflects that no dividends were declared in 1996 through 1998.
EMPLOYEE STOCK PURCHASE PLAN -- The Company's Board of Directors and
stockholders adopted the SMI Employee Stock Purchase Plan to provide employees
the opportunity to acquire stock ownership. An aggregate total of 400,000
shares of common stock have been reserved for purchase under the plan. Each
January 1, eligible employees electing to participate will be granted an option
to purchase shares of common stock. Prior to each January 1, the Compensation
Committee of the Board of Directors determines the number of shares available
for purchase under each option, with the same number of shares to be available
under each option granted on the same grant date. No participant can be granted
options to purchase more than 500 shares in each calendar year, nor which would
allow an employee to purchase stock under this or all other
F-19
<PAGE>
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
11. STOCK OPTION PLANS -- (CONTINUED)
employee stock purchase plans in excess of $25,000 of fair market value at the
grant date in each calendar year. Participating employees designate a limited
percentage of their annual compensation or may directly contribute an amount
for deferral as contributions to the Plan. The stock purchase price is 90% of
the lesser of fair market value at grant date or exercise date. Options granted
may be exercised once at the end of each calendar quarter, and will be
automatically exercised to the extent of each participant's contributions.
Options granted that are unexercised expire at the end of each calendar year.
In 1997 and 1998, employees purchased approximately 25,000 and 16,000
shares granted under the Plan on January 1, 1997 and 1998 at an average
purchase price of $18.56 and $21.79 per share, respectively.
12. EMPLOYEE BENEFIT PLAN
The Speedway Motorsports, Inc. 401(k) Plan and Trust is available to all
employees of the Company meeting certain eligibility requirements. The Plan
allows participants to elect contributions of up to 15% of their annual
compensation within certain prescribed limits, of which the Company will match
25% of the first 4% of employee contributions. Participants are fully vested in
Company matching contributions after five years. The Company's contributions to
the Plan were $35,000 in 1996, $81,000 in 1997, and $151,000 in 1998.
13. LAS VEGAS MOTOR SPEEDWAY ACQUISITION
As further described in Note 1, the Company acquired Las Vegas Motor
Speedway on December 1, 1998. The LVMS acquisition was accounted for using the
purchase method in accordance with APB No. 16. The results of operations after
the acquisition date are included in the Company's consolidated statements of
income. The purchase price has been allocated to assets and liabilities
acquired at their estimated fair market values at acquisition date. The Company
obtained an independent appraisal of the LVMS property and equipment acquired,
the fair values of which have been used in the accompanying financial
statements. In the near future, the Company plans to obtain an independent
appraisal of the fair value of other LVMS net assets acquired, including
identifiable intangibles, if any. Accordingly, the purchase price allocation is
preliminary. However, based on current information, Company management does not
expect the final allocation of the purchase price to materially differ from
that used in the accompanying December 31, 1998 balance sheet.
The following unaudited pro forma financial information presents a summary
of consolidated results of operations as if the LVMS acquisition had occurred
as of January 1, 1997, after giving effect to certain adjustments, including
amortization of goodwill, interest expense on acquisition debt and related
income tax effects. The pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the acquisition been made on that date, nor are they necessarily indicative
of results which may occur in the future.
<TABLE>
<CAPTION>
PRO FORMA
(IN THOUSANDS,EXCEPT
PER SHARE AMOUNTS)
YEAR ENDED
DECEMBER 31,
---------------------------
1997 1998
------------- -------------
<S> <C> <C>
Total revenues ..................... $ 206,304 $ 264,583
Net income ......................... 26,551 40,672
========= =========
Basic earnings per share ........... $ 0.64 $ 0.98
Diluted earnings per share ......... $ 0.62 $ 0.96
</TABLE>
F-20
EXHIBIT 21.1
SUBSIDIARIES OF THE COMPANY
Atlanta Motor Speedway, Inc., a Georgia corporation; Bristol Motor
Speedway, Inc., a Tennessee corporation; Charlotte Motor Speedway, Inc. (CMS),
a North Carolina corporation; Las Vegas Motor Speedway LLC, a Nevada limited
liability corporation; SPR Acquisition Corporation d/b/a Sears Point Raceway, a
California corporation; Texas Motor Speedway, Inc., a Texas corporation;
Speedway Systems LLC d/b/a Finish Line Events, a North Carolina limited
liability corporation; 600 Racing, Inc. (wholly owned subsidiary of CMS), a
North Carolina corporation; INEX Corporation (wholly owned subsidiary of CMS),
a North Carolina corporation; The Speedway Club, Inc. (wholly owned subsidiary
of CMS), a North Carolina corporation; Oil-Chem Research Corporation, an
Illinois corporation; Speedway Funding Corporation, a Delaware corporation;
Sonoma Funding Corporation, a California corporation.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-99942, Registration Statement No. 333-17687 and Registration Statement No.
333-49027 of Speedway Motorsports, Inc. on Forms S-8 of our report dated
February 23, 1999 appearing in the Annual Report on Form 10-K of Speedway
Motorsports, Inc. for the year ended December 31, 1998.
Charlotte, North Carolina
March 31, 1999
<PAGE>
(COCA-COLA 600)
(THE WINSTON)
(UAW-GM 500)
(FOOD CITY 500)
(GOODY'S HEADACHE POWDER 500 BRISTOL)
(NAPA 500)
(CRACKER BARREL OLD COUNTRY STORE 500)
(SAVE MART KRAGEN 350)
(PRIMESTAR 500)
(LAS VAGAS 400)
SPEEDWAY MOTORSPORTS, INC
P.O. BOX 600
CONCORD, NC 28026
704-455-3239
www.speedwaymotorsports.com
