INTERNATIONAL SPEEDWAY CORPORATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year period ended November 30, 2007
INTERNATIONAL SPEEDWAY CORPORATION
(Exact name of registrant as specified in its charter)
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1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD,
DAYTONA BEACH, FLORIDA
(Address of principal executive offices)
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32114
(Zip code) |
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FLORIDA
(State or other jurisdiction
of incorporation)
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O-2384
(Commission
File Number)
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59-0709342
(I.R.S. Employer
Identification Number) |
Registrants telephone number, including area code: (386) 254-2700
Securities registered pursuant to Section 12 (b) of the Act:
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Title
of each class
Class A Common Stock $.01 par value
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Name
of each exchange on which registered
NASDAQ/National Market System |
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock $.10 par value
Class B Common Stock $.01 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES þ NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o NO þ
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 þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrants 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. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
rule 12b-2
of the Exchange Act.
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ
The
aggregate market value of the voting stock held by nonaffiliates of
the registrant as of May 31, 2007 was $1,808,238,116 based upon the last reported
sale price of the Class A Common Stock on the NASDAQ National Market System on that date and the assumption that all directors and executive officers of
the Company, and their families, are affiliates.
At December 31, 2007, there were outstanding:
No shares of Common Stock, $.10 par value per share,
29,823,106 shares of Class A Common Stock, $.01 par value per share, and
21,549,507 shares of Class B Common Stock, $.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE. The information required by Part III is to be incorporated by reference from the definitive information statement
which involves the election of directors at our April 2008 Annual Meeting of Shareholders and which is to be filed with the Commission not later than 120
days after November 30, 2007. Certain of the exhibits listed in Part IV are incorporated by reference from the Companys Registration Statement filed on
Form S-4, File No. 333-118168.
EXCEPT AS EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, ISC, WE, OUR, COMPANY, US, OR INTERNATIONAL SPEEDWAY MEAN INTERNATIONAL
SPEEDWAY CORPORATION, A FLORIDA CORPORATION, AND ITS SUBSIDIARIES.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
GENERAL
We are a leading promoter of motorsports entertainment activities in the United States. The
general nature of our business is a motorsports themed amusement enterprise; furnishing amusement
to the public in the form of motorsports themed entertainment. We currently own and/or operate
thirteen of the nations major motorsports entertainment facilities:
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Daytona International Speedway in Florida; |
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Talladega Superspeedway in Alabama; |
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Michigan International Speedway in Michigan; |
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Richmond International Raceway in Virginia; |
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California Speedway in California; |
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Kansas Speedway in Kansas; |
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Phoenix International Raceway in Arizona; |
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Chicagoland Speedway in Illinois; |
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Homestead-Miami Speedway in Florida; |
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Martinsville Speedway in Virginia; |
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Darlington Raceway in South Carolina; |
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Watkins Glen International in New York; and |
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Route 66 Raceway in Illinois. |
In 2007, these motorsports entertainment facilities promoted well over 100 stock car, open wheel,
sports car, truck, motorcycle and other racing events, including:
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21 National Association for Stock Car Auto Racing (NASCAR) NEXTEL Cup Series
events; |
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16 NASCAR Busch Series events; |
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nine NASCAR Craftsman Trucks Series events; |
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six Indy Racing League (IRL) IndyCar Series events; |
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one National Hot Rod Association (NHRA) POWERade drag racing event; |
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the premier sports car endurance event in the United States (the Rolex 24 at Daytona
sanctioned by the Grand American Road Racing Association (Grand American)); and |
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a number of other prestigious stock car, sports car, open wheel and motorcycle
events. |
Our business consists principally of racing events at these major motorsports entertainment
facilities, which, in total, currently have more than one million grandstand seats. We generate
revenue primarily from admissions, television, radio and ancillary rights fees, promotion and
sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality
portion of club seating), advertising revenues, royalties from licenses of our trademarks and
track rentals, as well as from catering, merchandise and food concession services at our
wholly-owned motorsports entertainment facilities. We also own and operate the Motor Racing
Network, Inc. radio network, or MRN Radio, the nations largest independent motorsports radio
network in terms of event programming, and Daytona 500 EXperienceThe Ultimate Motorsports
Attraction, a motorsports-themed entertainment complex and the Official Attraction of NASCAR.
Over the past several years, our business has grown through both internal and external
initiatives. From fiscal 2003 through fiscal 2007, our revenues increased from approximately
$549.1 million to $816.6 million, a compound annual growth rate, or CAGR, of 10.4 percent.
Significantly contributing to this increase was motorsports related revenues, which grew at a CAGR
of 15.2 percent over the period. Motorsports related revenues represented 48.3 percent of our
total revenues in fiscal 2003 and 57.3 percent in fiscal 2007. Motorsports related revenues are
primarily associated with television rights fees and sales to corporate marketing partners. The
substantial majority of these revenues are supported by multi-year contracts that include annual
growth escalators. This structure has broadened our financial stability through more predictable
and recurring revenues and cash flows and should enable us to maintain our leadership position in
the motorsports entertainment industry.
Starting in fiscal 2008, entitlement of two of NASCARs premiere series will change. The NASCAR
NEXTEL Cup Series will become the NASCAR SPRINT Cup Series and the NASCAR Busch Series will become
the NASCAR Nationwide Series. Throughout this document, the naming convention for these series is
consistent with the branding in fiscal 2007.
INCORPORATION
We were incorporated in 1953 under the laws of the State of Florida under the name Bill France
Racing, Inc. and changed our name to Daytona International Speedway Corporation in 1957. With
the groundbreaking for Talladega Superspeedway in 1968, we changed our name to International
Speedway Corporation. Our principal executive offices are located at 1801 West International
Speedway Boulevard, Daytona Beach, Florida 32114, and our telephone number is (386) 254-2700. We
maintain a website at http://www.iscmotorsports.com. The information on our website is not part of
this report.
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OPERATIONS
The general nature of our business is a motorsports themed amusement
enterprise, furnishing amusement to the public in the form of motorsports
themed entertainment. Our motorsports event operations consist principally of
racing events at our major motorsports entertainment facilities, which include
providing catering, merchandise and food concessions at our motorsports
entertainment facilities that host NASCAR NEXTEL Cup Series events except for
catering and food concessions at Chicagoland Speedway (Chicagoland) and Route
66 Raceway (Route 66). Our other operations include the Daytona 500
EXperience motorsports entertainment complex, MRN Radio, our 50.0 percent
equity investment in the joint venture SMISC, LLC (SMISC), which conducts
business through a wholly-owned subsidiary Motorsports Authentics, and certain
other activities. We derived approximately 85.8 percent of our 2007 revenues
from NASCAR-sanctioned racing events at our wholly-owned facilities.
In addition to events sanctioned by NASCAR, in fiscal 2007 we promoted other
stock car, open wheel, sports car, motorcycle and go-kart racing events
sanctioned by the American Historic Racing Motorcycle Association, the American
Motorcyclist Association, the Automobile Racing Club of America (ARCA), the
American Sportbike Racing Association Championship Cup Series (CCS), the
Federation International de LAutomobile, the Federation International
Motocycliste, Grand American, Historic Sportscar Racing, IRL, the National Auto
Sport Association, NHRA, the National Muscle Car Association, the National
Mustang Racers Association, the Porsche Club of America, the Sports Car Club of
America (SCCA), the Sportscar Vintage Racing Association, the United States
Auto Club (USAC), the Vintage Auto Racing Association and the World Karting
Association.
Food, Beverage and Merchandise Operations
We conduct, either through operations of the particular facility or through
certain wholly-owned subsidiaries operating under the name Americrown,
souvenir merchandising operations, food and beverage concession operations and
catering services, both in suites and chalets, for customers at each of our
wholly-owned motorsports entertainment facilities with the exception of food
and beverage concessions and catering services at Chicagoland and Route 66.
MRN Radio
Our subsidiary, Motor Racing Network, Inc., does business under the name MRN
Radio, but is not a radio station. Rather, it creates motorsports-related
programming content carried on radio stations around the country, including a
national satellite radio service. MRN Radio produces and syndicates to radio
stations live coverage of the NASCAR NEXTEL Cup, NASCAR Busch and NASCAR
Craftsman Truck series races and certain other races conducted at our
motorsports entertainment facilities, as well as some races conducted at
motorsports entertainment facilities we do not own. Each track presently has
the ability to separately contract for the rights to radio broadcasts of NASCAR
and certain other events held at its facilities. In addition, MRN Radio
provides production services for NEXTEL Vision, the trackside large screen
video display units, at substantially all NASCAR NEXTEL Cup Series event
weekends. MRN Radio also produces and syndicates daily and weekly NASCAR
racing-themed programs. MRN Radio derives revenue from the sale of national
advertising contained in its syndicated programming, the sale of advertising
and audio and video production services for NEXTEL Vision, as well as from
rights fees paid by radio stations that broadcast the programming.
Daytona 500 EXperience
The Company owns and operates the Daytona 500 EXperience The Ultimate
Motorsports Attraction, a
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motorsports-themed entertainment complex and the Official Attraction of NASCAR. The Daytona 500 EXperience, (formerly DAYTONA
USA) includes interactive media, rides, theaters, historical memorabilia and
exhibits, tours, as well as riding and driving experiences of Daytona
International Speedway ( Daytona).
EQUITY INVESTMENTS
Motorsports Authentics
In the fourth quarter of fiscal 2005 we and Speedway Motorsports Incorporated
(SMI) created a new 50/50 joint venture, SMISC, LLC, which, through a
wholly-owned subsidiary named Motorsports Authentics, LLC, conducts business
under the name Motorsports Authentics. Motorsports Authentics is, and operates
as, an independent company in which we and SMI are equal equity owners. It is
the leader in design, promotion, marketing and distribution of motorsports
licensed merchandise. Motorsports Authentics has licenses for exclusive and
non-exclusive distribution with teams competing in NASCAR and other major
motorsports series. Its products include a broad range of motorsports-related
die-cast replica collectibles, apparel, gifts and other memorabilia, which are
marketed through a combination of mass retail, domestic wholesale, trackside
and collectors club distribution channels.
Other Activities
From time to time, we use our track facilities for testing for teams, driving
schools, riding experiences, car shows, auto fairs, concerts and settings for
television commercials, print advertisements and motion pictures. We also rent
show cars for promotional events. We operate Talladega Municipal Airport,
which is located adjacent to Talladega Superspeedway (Talladega). We own
property in Daytona Beach, Florida, upon which we conduct agricultural
operations. Our Richmond facility includes a fairgrounds complex, which
operates various non-motorsports related events.
Competition
Racing events compete with other professional sports such as football,
basketball, hockey and baseball, as well as other recreational events and
activities. Our events also compete with other racing events sanctioned by
various racing bodies such as NASCAR, IRL, CCS, USAC, SCCA, Grand American,
ARCA and others, many of which are often held on the same dates at separate
motorsports entertainment facilities. We believe that the type and caliber of
promoted racing events, facility location, sight lines, pricing, variety of
motorsports themed amusement options and level of customer conveniences and
amenities are the principal factors that distinguish competing motorsports
entertainment facilities.
Employees
As of November 30, 2007, we had over 1,100 full-time employees. We also engage
a significant number of temporary personnel to assist during periods of peak
attendance at our events, some of whom are volunteers. None of our employees
are represented by a labor union. We believe that we enjoy a good relationship
with our employees.
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Available Information
We file annual, quarterly and current reports, information statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SECs web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of
the documents at prescribed rates by writing to the Public Reference Room of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. You can also obtain information about us at the offices
of the National Association of Securities Dealers, 1735 K St., N.W.,
Washington, D.C. 20006. The address of our internet website is
http://www.iscmotorsports.com. Through a link on the Investor Relations portion
of our internet website we make available all of our filings with the SEC,
including our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports, as well as
beneficial ownership reports filed with the SEC by directors, officers and
other reporting persons relating to holdings in International Speedway
Corporation securities. This information is available as soon as the filing is
accepted by the SEC.
ITEM 1A. RISK FACTORS
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Forward-looking statements. |
This report contains forward-looking statements. The documents incorporated into this report by reference
may also contain forward-looking statements. You can identify a forward-looking statement by our use of the
words anticipate, estimate, expect, may, believe, objective, projection, forecast, goal,
and similar expressions. Forward-looking statements include our statements regarding the timing of future
events, our anticipated future operations and our anticipated future financial position and cash
requirements.
We believe that the expectations reflected in our forward-looking statements are reasonable. We do not
know whether our expectations will ultimately prove correct.
In the section that follows below, in cautionary statements made elsewhere in this report, and in other
filings we have made with the Securities and Exchange Commission we list the important factors that could
cause our actual results to differ from our expectations. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of the risk factors described below and
other factors set forth in or incorporated by reference in this report.
These factors and cautionary statements apply to all future forward-looking statements we make. Many of
these factors are beyond our ability to control or predict. Do not put undue reliance on forward-looking
statements or project any future results based on such statements or on present or prior earnings levels.
Additional information concerning these, or other factors, which could cause the actual results to differ
materially from those in our forward-looking statements is contained from time to time in our other SEC
filings. Copies of those filings are available from us and/or the SEC.
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Adverse changes in our relationships with NASCAR and other motorsports sanctioning bodies, or their
present sanctioning practices could limit our future success. |
Our success has been, and is expected to remain, dependent on maintaining good working relationships with
the organizations that sanction the races we promote at our facilities, particularly NASCAR.
NASCAR-sanctioned races conducted at our wholly-owned subsidiaries accounted for approximately 85.8 percent
of our total revenues in fiscal 2007. Each NASCAR sanctioning agreement is awarded on an annual basis and
NASCAR is not required to continue to enter into, renew or extend sanctioning agreements with us to conduct
any event. Any adverse change in the present sanctioning practices (such as the proposal to establish a
bid system which was contained in the complaint in the Kentucky Speedway litigation), could
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adversely impact our operations and revenue. Moreover, although our general growth strategy includes the possible
development and/or acquisition of additional motorsports entertainment facilities, we have no assurance
that any sanctioning body, including NASCAR, will enter into sanctioning agreements with us to conduct
races at any newly developed or acquired motorsports entertainment facilities. Failure to obtain a
sanctioning agreement for a major NASCAR event could negatively affect us. Similarly, although NASCAR has
in the past approved our requests for realignment of sanctioned events, NASCAR is not obligated to modify
its race schedules to allow us to schedule our races more efficiently or profitably.
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Delay, postponement or cancellation of major motorsports events because of weather or other factors
could adversely affect us. |
We promote outdoor motorsports entertainment events. Weather conditions affect sales of, among other
things, tickets, food, drinks and merchandise at these events. Poor weather conditions prior to an event,
or even the forecast of poor weather conditions, could have a negative impact on us, particularly for
walk-up ticket sales to events which are not sold out in advance. If an event scheduled for one of our
facilities is delayed or postponed because of weather or other reasons such as, for example, the general
postponement of all major sporting events in the United States following the September 11, 2001 terrorism
attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as
possible decreased revenues from tickets, food, drinks and merchandise at the rescheduled event. If such an
event is cancelled, we would incur the expenses associated with preparing to conduct the event as well as
losing the revenues, including any live broadcast revenues, associated with the event, to the extent such
losses were not covered by insurance.
If a cancelled event is part of the NASCAR Sprint Cup, NASCAR Nationwide or NASCAR Craftsman Truck series,
in the year of cancellation we could experience a reduction in the amount of money we expect to receive
from television revenues for all of our NASCAR-sanctioned events in the series that experienced the
cancellation. This would occur if, as a result of the cancellation, and without regard to whether the
cancelled event was scheduled for one of our facilities, NASCAR experienced a reduction in television
revenues greater than the amount scheduled to be paid to the promoter of the cancelled event.
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Changes, declines and delays in consumer and corporate spending could adversely affect us. |
Our financial results depend significantly upon a number of factors relating to discretionary consumer and
corporate spending, including economic conditions affecting disposable consumer income and corporate
budgets such as:
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employment; |
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business conditions; |
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interest rates; and |
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taxation rates. |
These factors can impact both attendance at our events and advertising and marketing dollars available from
the motorsports industrys principal sponsors and potential sponsors. Economic and other lifestyle
conditions adversely affect consumer and corporate spending thereby impacting our growth, revenue and
profitability. General economic conditions were significantly and negatively impacted by the September 11,
2001 terrorist attacks and the war in Iraq and could be similarly affected by any future attacks, by a
terrorist attack at any mass gathering or fear of such attacks, or by other acts or prospects of war. Any
future attacks or wars or related threats could also increase our expenses related to insurance, security
or other related matters. A weakened economic and business climate, as well as consumer uncertainty created
by such a climate, could adversely affect our financial results. Finally, our financial results could also
be adversely
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impacted by a widespread outbreak of a severe epidemiological crisis.
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France Family Group control of NASCAR creates conflicts of interest. |
Members of the France Family Group own and control NASCAR. James C. France, our Chairman of the Board and
Chief Executive Officer, and Lesa France Kennedy, our President and one of our directors, are both members
of the France Family Group in addition to holding positions with NASCAR. Each of them, as well as our
general counsel, spends part of his or her time on NASCARs business. Because of these relationships, even
though all related party transactions are approved by our Audit Committee, certain potential conflicts of
interest between us and NASCAR exist with respect to, among other things:
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the terms of any sanctioning agreements that may be awarded to us by NASCAR; |
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the amount of time the employees mentioned above and certain of our other employees
devote to NASCARs affairs; and |
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the amounts charged or paid to NASCAR for office rental, transportation costs, shared
executives, administrative expenses and similar items. |
France Family Group members, together, beneficially own approximately 35.0 percent of our capital stock and
over 65.0 percent of the combined voting power of both classes of our common stock. Historically members of
the France Family Group have voted their shares of common stock in the same manner. Accordingly, they can
(without the approval of our other shareholders) elect our entire Board of Directors and determine the
outcome of various matters submitted to shareholders for approval, including fundamental corporate
transactions and have done so in the past. If holders of class B common stock other than the France Family
Group elect to convert their beneficially owned shares of class B common stock into shares of class A
common stock and members of the France Family Group do not convert their shares, the relative voting power
of the France Family Group will increase. Voting control by the France Family Group may discourage certain
types of transactions involving an actual or potential change in control of us, including transactions in
which the holders of class A common stock might receive a premium for their shares over prevailing market
prices.
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Our success depends on the availability and performance of key personnel |
Our continued success depends upon the availability and performance of our senior management team which
possesses unique and extensive industry knowledge and experience. Our inability to retain and attract key
employees in the future, could have a negative effect on our operations and business plans.
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The IRS is currently performing a periodic examination of certain of our federal income tax returns
that could result in a material negative impact on cash flow |
The Internal Revenue Service (the Service) is currently performing a periodic examination of our federal
income tax returns for the years ended November 30, 1999 through November 30, 2005 and is challenging the
tax depreciation treatment for a significant portion of our motorsports entertainment facility assets. In
accordance with SFAS No. 109 Accounting for Income Taxes we have accrued a deferred tax liability based
on the differences between our financial reporting and tax bases of such assets and have recorded a reserve
for additional interest that may be due., An adverse resolution of these matters could result in a material
negative impact on cash flow, including payment of taxes from amounts currently on deposit with the
Service.
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Future impairment of goodwill and other intangible assets or long-lived assets by us or our equity
investments and joint ventures could adversely affect our financial results |
Our consolidated balance sheets include significant amounts of goodwill and other intangible assets and
long-lived assets which could be subject to impairment.
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In fiscal 2006, we recorded a non-cash before-tax charge of approximately $84.7 million as
an impairment of long-lived assets due to our decision to discontinue pursuit of a speedway
development on Staten Island. |
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In fiscal 2007, we recorded a before-tax charge of approximately $13.1 million as
an impairment of long-lived assets due to our decisions to discontinue pursuit of a speedway
development in Kitsap County, Washington, costs associated with the fill removal
process at our Staten Island property and impairment charges relating to certain other long-lived
assets. |
As of November 30, 2007, goodwill and other intangible assets and property and equipment accounts for
approximately $1,601.0 million, or 80.8 percent of our total assets. We account for our goodwill and other
intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets and for our
long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. Both SFAS No. 142 and No. 144 require testing goodwill and other intangible assets and long-lived
assets for impairment based on assumptions regarding our future business outlook. While we continue to
review and analyze many factors that can impact our business prospects in the future, our analyses are
subjective and are based on conditions existing at and trends leading up to the time the assumptions are
made. Actual results could differ materially from these assumptions. Our judgments with regard to our
future business prospects could impact whether or not an impairment is deemed to have occurred, as well as
the timing of the recognition of such an impairment charge. If future testing for impairment of goodwill
and other intangible assets or long-lived assets results in a reduction in their carrying value, we will be
required to take the amount of the reduction in such goodwill and other intangible assets or long-lived
assets as a non-cash charge against operating income, which would also reduce shareholders equity.
In addition, our growth strategy includes investing in certain joint venture opportunities. In these equity
investments we exert significant influence on the investee but do not have effective control over the
investee, which adds an additional element of risk that can adversely impact our financial position and
results of operations.
Our equity investments at November 30, 2007, totaled 76.8 million, consisting primarily of our 50/50 joint
venture, SMISC operating as Motorsports Authentics. Motorsports Authentics consolidated balance sheets
include significant amounts of goodwill and other intangible assets and long-lived assets. In fiscal 2007,
Equity in Net Loss From Equity Investments includes a net loss of $57.0 million, or $1.04 per diluted
share, representing our portion of the results from our 50 percent indirect interest in Motorsports Authentics
which is comprised of a loss from operations, that included the write-down of certain inventory and related assets and an
impairment of goodwill, certain intangibles and other long-lived assets. Our portion of the Motorsports
Authentics net loss from operations for fiscal 2006 included in Equity in Net Loss From Equity Investments
was $3.3 million, or $0.05 per diluted share.
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Personal injuries to spectators and participants could adversely affect financial
results. |
Motorsports can be dangerous to participants and spectators. We maintain insurance policies that
provide coverage within limits that we believe should generally be sufficient to protect us from
a large financial loss due to liability for personal injuries sustained by persons on our
property in the ordinary course of our business. There can be no assurance, however, that the
insurance will be adequate or available at all times and in all circumstances. Our financial
condition and results of operations could be affected negatively to the extent claims and
expenses in connection with these injuries are greater than insurance recoveries or if insurance
coverage for these exposures becomes unavailable or prohibitively expensive.
In addition, sanctioning bodies could impose more stringent rules and regulations for safety,
security and operational activities. Such regulations include, for example, the installation of
new retaining walls at our facilities, which have increased our capital expenditures, and
increased security procedures which have increased our operational expenses.
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We operate in a highly competitive environment |
As an entertainment company, our racing events face competition from other spectator-oriented
sporting events and other leisure, entertainment and recreational activities, including
professional football, basketball, hockey and baseball. As a result, our revenues are affected
by the general popularity of motorsports, the availability of alternative forms of recreation
and changing consumer preferences. Our racing events also compete with other racing events
sanctioned by various racing bodies such as NASCAR, IRL, USAC, NHRA, International Motorsports
Association, SCCA, Grand American, ARCA and others. Many sports and entertainment businesses
have resources that exceed ours.
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We are subject to changing governmental regulations and legal standards that could
increase our expenses |
With the exception of issues concerning the fill operations on Staten Island raised by the New
York State Department of Environmental Conservation (DEC) and the New York City Department of
Sanitation (DOS), including the presence of, and need to remediate, fill containing
constituents above permitted regulatory thresholds, we believe that our operations are in
material compliance with all applicable federal, state and local environmental, land use and
other laws and regulations. In May 2007, we entered into a Consent Order with DEC to resolve
several issues surrounding these fill operations and the acceptance of fill at the site that did
not comply with certain regulatory standards. The Consent Order requires us to remove
non-compliant fill pursuant to the comprehensive fill removal plan. We commenced fill removal
activities in September 2007, and we expect the fill removal process activities to be complete
in the first quarter of fiscal 2008. The Consent Order also required us to pay a penalty to DEC
of $562,500, half of which was paid in May 2007 and the other half of which has been suspended
so long as we comply with the terms of the Consent Order.
A small portion of our property in Daytona Beach,
near our corporate headquarter is in the process of having certain constituents above
permitted levels in Florida remediated by a prior occupant of the property who has admitted
causing the contamination and has assumed full liability for the remediation of the site.
On January 25, 2008 we learned that during certain tests requested by the Florida DEP, in
connection with this remediation four monitoring wells appear to have constituents above
permitted levels indicative of a gasoline spill. These gasoline constituents appear at
this time to be unrelated to the other remediation activities.
Additional tests specifically designed to look for these materials are being performed
in order to provide confirmation of the results reported to us.
We face the risks that these chemicals may actually be present, that the redevelopment
of the site into the Daytona Live! Project could be delayed during the cleanup,
and that we may have to bear, at least temporarily, the cost of the
cleanup. Considering that we have just become aware of this issue, we
are unable at the present time to determine if we have a loss, an
estimate of the range of this possible loss and whether or not the
range of possible loss is of a material nature.
Page 10
If it is determined that damage to persons or property or contamination of the
environment has been caused or exacerbated by the operation or conduct of our business or by
pollutants, substances, contaminants or wastes used, generated or disposed of by us, or if
pollutants, substances, contaminants or wastes are found on property currently or previously
owned or operated by us, we may be held liable for such damage and may be required to pay the
cost of investigation and/or remediation of such contamination or any related damage. The amount
of such liability as to which we are self-insured could be material.
State and local laws relating to the protection of the environment also can include noise
abatement laws that may be applicable to our racing events.
Our existing facilities continue to be used in situations where the standards for new facilities
to comply with certain laws and regulations, including the Americans with Disabilities Act, are
constantly evolving. Changes in the provisions or application of federal, state or local
environmental, land use or other laws, regulations or requirements to our facilities or
operations, or the discovery of previously unknown conditions, also could require us to make
additional material expenditures to remediate or attain compliance.
Regulations governing the use and development of real estate may prevent us from acquiring or
developing prime locations for motorsports entertainment facilities, substantially delay or
complicate the process of improving existing facilities, and/or increase the costs of any of
such activities.
|
|
|
Our quarterly results are subject to seasonality and variability |
We derive most of our income from a limited number of NASCAR-sanctioned races. As a result, our
business has been, and is expected to remain, highly seasonal based on the timing of major
racing events. For example, one of our NASCAR Sprint Cup Series races is traditionally held on
the Sunday preceding Labor Day. Accordingly, the revenues and expenses for that race and/or the
related supporting events may be recognized in either the fiscal quarter ending August 31 or the
fiscal quarter ending November 30.
Future schedule changes as determined by NASCAR or other sanctioning bodies, as well as the
acquisition of additional, or divestiture of existing, motorsports entertainment facilities
could impact the timing of our major events in comparison to prior or future periods.
ITEM 1B. UNRESOLVED STAFF COMMENTS. None
Page 11
ITEM 2. PROPERTIES
Motorsports Entertainment Facilities
The following table sets forth current information relating to each of our
motorsports entertainment facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROXIMATE NUMBER OF |
|
|
|
|
|
|
|
|
GRANDSTAND |
|
APPROXIMATE |
|
|
TRACK NAME |
|
LOCATION |
|
SEATS |
|
ACREAGE |
|
TRACK LENGTH |
|
|
Daytona International Speedway
|
|
Daytona Beach, Florida
|
|
|
168,000 |
|
|
|
440 |
|
|
2.5 miles |
Talladega Superspeedway
|
|
Talladega, Alabama
|
|
|
143,000 |
|
|
|
1,435 |
|
|
2.6 miles |
Michigan International Speedway
|
|
Brooklyn, Michigan
|
|
|
131,000 |
|
|
|
1,180 |
|
|
2.0 miles |
Richmond International Raceway
|
|
Richmond, Virginia
|
|
|
109,000 |
|
|
|
635 |
|
|
0.8 miles |
California Speedway
|
|
Fontana, California
|
|
|
92,000 |
|
|
|
566 |
|
|
2.0 miles |
Kansas Speedway
|
|
Kansas City, Kansas
|
|
|
82,000 |
|
|
|
1,000 |
|
|
1.5 miles |
Phoenix International Raceway
|
|
Phoenix, Arizona
|
|
|
76,000 |
|
|
|
598 |
|
|
1.0 mile |
Chicagoland Speedway
|
|
Joliet, Illinois
|
|
|
75,000 |
|
|
|
930 |
|
|
1.5 miles |
Homestead-Miami Speedway
|
|
Homestead, Florida
|
|
|
65,000 |
|
|
|
404 |
|
|
1.5 miles |
Martinsville Speedway
|
|
Martinsville, Virginia
|
|
|
62,000 |
|
|
|
250 |
|
|
0.5 miles |
Darlington Raceway
|
|
Darlington, South Carolina
|
|
|
62,000 |
|
|
|
230 |
|
|
1.3 miles |
Watkins Glen International
|
|
Watkins Glen, New York
|
|
|
35,000 |
|
|
|
1,377 |
|
|
3.4 miles |
Route 66 Raceway
|
|
Joliet, Illinois
|
|
|
30,000 |
|
|
|
240 |
|
|
1/4 mile |
DAYTONA INTERNATIONAL SPEEDWAY. Daytona International Speedway is a
high-banked, lighted, asphalt, tri-oval superspeedway that also includes a
3.6-mile road course. The lease on the property expires in 2054, including
renewal options. The facility is located in Daytona Beach, Florida.
TALLADEGA SUPERSPEEDWAY. Talladega Superspeedway is a high-banked, asphalt,
tri-oval superspeedway with a 1.34-mile infield road course. The facility is
located about 90 minutes from Atlanta, Georgia and 45 minutes from Birmingham,
Alabama.
MICHIGAN INTERNATIONAL SPEEDWAY. Michigan International Speedway is a
moderately-banked, asphalt, tri-oval superspeedway located in Brooklyn,
Michigan, approximately 70 miles southwest of Detroit and 18 miles southeast of
Jackson.
RICHMOND INTERNATIONAL RACEWAY. Richmond International Raceway is a
moderately-banked, lighted, asphalt, oval, intermediate speedway located
approximately 10 miles from downtown Richmond, Virginia.
CALIFORNIA SPEEDWAY. California Speedway is a moderately-banked, lighted,
asphalt, tri-oval superspeedway located 40 miles east of Los Angeles in
Fontana, California. The facility also includes a
Page 12
quarter mile drag strip and a 2.8-mile road course.
KANSAS SPEEDWAY. Kansas Speedway is a moderately-banked, asphalt, tri-oval
superspeedway located in Kansas City, Kansas.
CHICAGOLAND SPEEDWAY. Chicagoland Speedway is a moderately-banked, asphalt,
tri-oval superspeedway located in Joliet, Illinois, approximately 35 miles from
Chicago, Illinois.
PHOENIX INTERNATIONAL RACEWAY. Phoenix International Raceway is a low-banked,
lighted, asphalt, oval superspeedway that also includes a 1.5-mile road course
located near Phoenix, Arizona.
HOMESTEAD-MIAMI SPEEDWAY. Homestead-Miami Speedway is a variable-degree banked,
lighted, asphalt, oval superspeedway located in Homestead, Florida. We operate
Homestead-Miami Speedway under an agreement that expires in 2075, including
renewal options.
MARTINSVILLE SPEEDWAY. Martinsville Speedway is a moderately-banked, asphalt
and concrete, oval speedway located in Martinsville, Virginia, approximately 50
miles north of Winston-Salem, North Carolina.
DARLINGTON RACEWAY. Darlington Raceway is a high-banked, lighted, asphalt,
egg-shaped superspeedway located in Darlington, South Carolina.
WATKINS GLEN INTERNATIONAL. Watkins Glen International includes 3.4-mile and
2.4-mile road course tracks and is located near Watkins Glen, New York.
ROUTE 66 RACEWAY. Route 66 Raceway includes a quarter mile drag strip and dirt
oval speedway. The facilities are located in Joliet, Illinois, approximately
35 miles from Chicago, Illinois, adjacent to Chicagoland.
OTHER FACILITIES: We own approximately 150 acres of real property near Daytona
International Speedway which is home to our corporate headquarters and other
offices and facilities. In addition, we also own 500 acres near Daytona on
which we conduct agricultural operations except during events when they are
used for parking and other ancillary purposes. We also own concession
facilities in Talladega, Alabama. We lease real estate and office space in
Talladega, Alabama and the property and premises at the Talladega Municipal
Airport. Our wholly-owned subsidiary, Phoenix Speedway Corp. leases office
space in Avondale, Arizona and the California Speedway (California) leases an
office location in Los Angeles, California. The Richmond facility includes a
state fairgrounds complex that operates various non-motorsports events.
Through our majority-owned subsidiary, 380 Development, LLC (380
Development), we purchased approximately 676 acres in the New York City
borough of Staten Island that we targeted for the development of a major
motorsports entertainment and retail development project. In November 2006, due
Page 13
to a variety of factors, we decided to discontinue pursuit of a speedway
development on Staten Island. We are currently pursuing the sale of the
property in whole or in parts. See Future Liquidity and Note 4 in the
Consolidated Financial Statements included elsewhere in this document for
further discussion regarding the discontinuance of the pursuit of this speedway
development.
Intellectual Property
We have various registered and common law trademark rights, including, but not
limited to, California Speedway, Chicagoland Speedway, Darlington Raceway, The Great American
Race, Southern 500, Too Tough to Tame, Daytona International Speedway,
Daytona 500 EXperience, the Daytona 500, the 24 Hours of Daytona,
Acceleration Alley, Daytona Dream Laps, Speedweeks, World Center of
Racing, Homestead-Miami Speedway, Kansas Speedway, Martinsville
Speedway, Michigan International Speedway, Phoenix International Raceway,
Richmond International Raceway, Route 66 Raceway, The Action Track, Talladega
Superspeedway, Watkins Glen International, The Glen, Americrown, Motor
Racing Network, MRN, and related
logos. We also have licenses from NASCAR, various drivers and other businesses
to use names and logos for merchandising programs and product sales. Our policy
is to protect our intellectual property rights vigorously, through litigation,
if necessary, chiefly because of their proprietary value in merchandise and
promotional sales.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are a party to routine litigation incidental to our business. We do not believe that the
resolution of any or all of such litigation will have a material adverse effect on our financial condition or
results of operations.
In addition to such routine litigation incident to our business, we are a party to the litigation described below.
In July 2005, Kentucky Speedway, LLC filed a civil action in the Eastern District of Kentucky against NASCAR and
us which alleged that NASCAR and ISC have acted, and continue to act, individually and in combination and
collusion with each other and other companies that control motorsports entertainment facilities hosting NASCAR
NEXTEL Cup Series, to illegally restrict the award of ... NASCAR NEXTEL Cup Series [races]. The complaint was
amended in 2007 to seek, in addition to damages, an injunction requiring NASCAR to develop objective factors for
the award of NEXTEL Cup races, divestiture of ISC and NASCAR so that the France Family and anyone else does not
share ownership of both companies or serve as officers or directors of both companies, ISCs divestiture of at
least 8 of its 12 racetracks that currently operate a NEXTEL Cup race and prohibiting further alleged violations
of the antitrust laws. The complaint did not ask the court to cause NASCAR to award a NEXTEL Cup race to the
Kentucky Speedway. Other than some vaguely conclusory allegations, the complaint failed to specify any specific
unlawful conduct by us. Pre-trial discovery in the case was concluded and based upon all of the factual and
expert evidentiary materials adduced we were more firmly convinced than ever that the case was without legal or
factual merit.
On January 7, 2008 our position was vindicated when the Federal District Court Judge hearing the case ruled in
favor of ISC and NASCAR and entered a judgment which stated:
IT IS ORDERED AND ADJUDGED that all claims of the plaintiff, Kentucky Speedway, LLC, be, and they
are, hereby dismissed, with prejudice, at the cost of the plaintiff.
The Opinion and Order of the courted entered on the same day concluded:
Page 14
After careful consideration and a thorough review of the record, and granting [Kentucky] Speedway the
benefit of the doubt on all reasonable inferences therefrom, the court concludes that [Kentucky]
Speedway has failed to make out its case.
Subsequently, on January 11, 2008 Kentucky Speedway, LLC filed a Notice of Appeal to the United States Court of
Appeal for the Sixth Circuit. We expect the appellate process to be resolved in our favor in approximately 18 to
24 months.
At this point the likelihood of a materially adverse result appears to be remote, although there is
always an element of uncertainty in litigation. It is premature to attempt to quantify the potential magnitude
of such a remote possible adverse decision.
The fees and expenses associated with the defense of this suit have not been covered by insurance and have
adversely impacted our financial condition. Since the judgment entered by the court allows us to seek recovery
of our costs (not including attorney fees) from the Kentucky Speedway, we are preparing materials to submit to
the court to have the amount of our allowable costs determined and intend to pursue recovery from the Kentucky
Speedway of the maximum amounts allowed by the court, which should include those costs necessarily incurred in
successfully defending the appeal to the Sixth Circuit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by
this report.
Page 15
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON REGISTRANTS COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
At November 30, 2007, International Speedway Corporation had two issued classes
of capital stock: class A common stock, $.01 par value per share, and class B
common stock, $.01 par value per share. The class A common stock is traded on
the NASDAQ National Market System under the symbol ISCA. The class B common
stock is traded on the Over-The-Counter Bulletin Board under the symbol
ISCB.OB and, at the option of the holder, is convertible to class A common
stock at any time. As of November 30, 2007, there were approximately 2,578
record holders of class A common stock and approximately 493 record holders of
class B common stock.
The reported high and low sales prices or high and low bid information, as
applicable, for each quarter indicated are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISCA |
|
ISCB.OB(1) |
|
|
High |
|
Low |
|
High |
|
Low |
|
Fiscal 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
55.00 |
|
|
$ |
43.60 |
|
|
$ |
54.50 |
|
|
$ |
42.94 |
|
Second Quarter |
|
|
51.86 |
|
|
|
47.25 |
|
|
|
51.15 |
|
|
|
47.35 |
|
Third Quarter |
|
|
48.85 |
|
|
|
43.48 |
|
|
|
48.75 |
|
|
|
43.34 |
|
Fourth Quarter |
|
|
54.33 |
|
|
|
47.85 |
|
|
|
54.25 |
|
|
|
47.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
54.78 |
|
|
$ |
50.86 |
|
|
$ |
54.20 |
|
|
$ |
50.75 |
|
Second Quarter |
|
|
53.79 |
|
|
|
48.52 |
|
|
|
53.00 |
|
|
|
48.75 |
|
Third Quarter |
|
|
53.99 |
|
|
|
46.43 |
|
|
|
53.59 |
|
|
|
45.00 |
|
Fourth Quarter |
|
|
52.41 |
|
|
|
42.17 |
|
|
|
50.25 |
|
|
|
41.72 |
|
|
|
|
(1) |
|
ISCB quotations were obtained from the OTC Bulletin Board and
represent prices between dealers and do not include mark-up, mark-down or
commission. Such quotations do not necessarily represent actual
transactions. |
Stock Purchase Plan
In December 2006 we announced that our Board of Directors had authorized a
share repurchase program (Stock Purchase Plan) under which we could purchase
up to $50.0 million of our outstanding Class A common shares. In July 2007, our
Board of Directors authorized a $100.0 million increase to the Stock Purchase
Plan allowing us to purchase up to $150.0 million of our outstanding Class A
common shares through November 30, 2008. The timing and amount of any shares
repurchased under the Stock Purchase Plan will depend on a variety of factors,
including price, corporate and regulatory requirements, capital availability
and other market conditions. The Stock Purchase Plan may be suspended or
discontinued at any time without prior notice. No shares have been or will be
knowingly purchased from Company insiders or their affiliates. During fiscal
2007, we purchased 1,642,114 shares of our Class A common shares, at an average
cost of approximately $49.33 per share (including commissions), for a total of
approximately $81.0 million under the Stock Purchase Plan. The transactions
occurred in open market purchases and pursuant to a trading plan under Rule
10b5-1.
Page 16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Maximum number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of shares (or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
approximate dollar |
|
|
|
|
|
|
|
|
|
|
|
(c) Total number of |
|
|
value of shares) |
|
|
|
|
|
|
|
|
|
|
|
shares purchased as |
|
|
that may yet be |
|
|
|
|
|
|
|
|
|
|
|
part of publicly |
|
|
purchased under the |
|
|
|
(a) Total number |
|
|
(b) Average price |
|
|
announced plans or |
|
|
plans or programs |
|
Period |
|
of shares purchased |
|
|
paid per share |
|
|
programs |
|
|
(in thousands) |
|
December 1, 2006
August 31, 2007 |
|
|
996,143 |
|
|
$ |
51.20 |
|
|
|
996,143 |
|
|
$ |
99,000 |
|
September 1, 2007
September 30,2007 |
|
|
211,379 |
|
|
|
47.31 |
|
|
|
211,379 |
|
|
|
89,000 |
|
October 1, 2007
October 31, 2007 |
|
|
209,024 |
|
|
|
47.84 |
|
|
|
209,024 |
|
|
|
79,000 |
|
November 1, 2007
November 30, 2007 |
|
|
225,568 |
|
|
|
44.33 |
|
|
|
225,568 |
|
|
|
69,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,642,114 |
|
|
|
|
|
|
|
1,642,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
Annual dividends were declared in the quarter ended in May and paid in June in
fiscal years 2003 through 2005 of $0.06 and $0.08 and $0.10 in fiscal years
2006 and 2007, respectively, per share on all common stock that was issued at
the time.
Securities Authorized For Issuance Under Equity Compensation Plans
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
securities |
|
|
|
|
|
|
|
|
|
|
remaining available |
|
|
Number of |
|
|
|
|
|
for future issuance |
|
|
securities to be |
|
|
|
|
|
under equity |
|
|
issued upon |
|
Weighted-average |
|
compensation plans |
|
|
exercise of |
|
exercise price of |
|
(excluding |
|
|
outstanding |
|
outstanding |
|
securities |
|
|
options, warrants |
|
options, warrants |
|
reflected in column |
|
|
and rights |
|
and rights |
|
(a)) |
Plan Category |
|
(a) |
|
(b) |
|
(c) |
|
Equity compensation
plans approved by
security holders |
|
|
193,228 |
|
|
$ |
48.6 |
|
|
|
883,795 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
193,228 |
|
|
$ |
48.6 |
|
|
|
883,795 |
|
|
|
|
Page 17
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth our selected financial data as of and for each
of the last five fiscal years in the period ended November 30, 2007. The income
statement data for the three fiscal years in the period ended November 30,
2007, and the balance sheet data as of November 30, 2006 and November 30, 2007,
have been derived from our audited historical consolidated financial statements
included elsewhere in this report. The balance sheet data as of November 30,
2005, and the income statement data and the balance sheet data as of and for
the fiscal years ended November 30, 2003 and 2004, have been derived from our
audited historical consolidated financial statements. You should read the
selected financial data set forth below in conjunction with Managements
Discussion and Analysis of Financial Condition and Results of Operations and
our consolidated financial statements and the accompanying notes included
elsewhere in this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended November 30, |
|
|
2003 |
|
2004 |
|
2005 |
|
2006 |
|
2007 |
|
|
|
|
|
|
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Admissions, net |
|
$ |
203,699 |
|
|
$ |
222,545 |
|
|
$ |
234,768 |
|
|
$ |
235,251 |
|
|
$ |
253,685 |
|
Motorsports related |
|
|
265,209 |
|
|
|
334,943 |
|
|
|
408,514 |
|
|
|
466,095 |
|
|
|
467,804 |
|
Food, beverage and merchandise |
|
|
74,075 |
|
|
|
83,236 |
|
|
|
87,269 |
|
|
|
87,288 |
|
|
|
84,163 |
|
Other |
|
|
6,072 |
|
|
|
7,124 |
|
|
|
9,578 |
|
|
|
9,735 |
|
|
|
10,911 |
|
|
|
|
Total revenues |
|
|
549,055 |
|
|
|
647,848 |
|
|
|
740,129 |
|
|
|
798,369 |
|
|
|
816,563 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prize and point fund monies and NASCAR
sanction fees |
|
|
96,882 |
|
|
|
119,322 |
|
|
|
136,816 |
|
|
|
151,203 |
|
|
|
151,311 |
|
Motorsports related |
|
|
97,771 |
|
|
|
113,073 |
|
|
|
134,395 |
|
|
|
144,445 |
|
|
|
162,722 |
|
Food, beverage and merchandise |
|
|
41,467 |
|
|
|
52,285 |
|
|
|
56,773 |
|
|
|
53,141 |
|
|
|
48,490 |
|
General and administrative |
|
|
82,403 |
|
|
|
90,307 |
|
|
|
95,987 |
|
|
|
106,497 |
|
|
|
118,982 |
|
Depreciation and amortization |
|
|
40,860 |
|
|
|
44,443 |
|
|
|
50,893 |
|
|
|
56,833 |
|
|
|
80,205 |
|
Impairment of long-lived assets |
|
|
2,829 |
|
|
|
|
|
|
|
|
|
|
|
87,084 |
|
|
|
13,110 |
|
|
|
|
Total expenses |
|
|
362,212 |
|
|
|
419,430 |
|
|
|
474,864 |
|
|
|
599,203 |
|
|
|
574,820 |
|
|
|
|
Operating income |
|
|
186,843 |
|
|
|
228,418 |
|
|
|
265,265 |
|
|
|
199,166 |
|
|
|
241,743 |
|
Interest income |
|
|
1,789 |
|
|
|
4,053 |
|
|
|
4,860 |
|
|
|
5,312 |
|
|
|
4,990 |
|
Interest expense |
|
|
(23,179 |
) |
|
|
(21,723 |
) |
|
|
(12,693 |
) |
|
|
(12,349 |
) |
|
|
(15,628 |
) |
Equity in net income (loss) from equity investments |
|
|
2,553 |
|
|
|
2,754 |
|
|
|
3,516 |
|
|
|
318 |
|
|
|
(58,147 |
) |
Loss on early redemption of debt |
|
|
|
|
|
|
(4,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before
income taxes |
|
|
168,006 |
|
|
|
208,514 |
|
|
|
260,948 |
|
|
|
192,447 |
|
|
|
172,958 |
|
Income taxes |
|
|
66,041 |
|
|
|
82,218 |
|
|
|
101,876 |
|
|
|
75,467 |
|
|
|
86,667 |
|
|
|
|
Income from continuing operations |
|
|
101,965 |
|
|
|
126,296 |
|
|
|
159,072 |
|
|
|
116,980 |
|
|
|
86,291 |
|
Income (loss) from discontinued operations(1) |
|
|
3,483 |
|
|
|
(6,315 |
) |
|
|
289 |
|
|
|
(176 |
) |
|
|
(90 |
) |
Gain on sale of discontinued operations |
|
|
|
|
|
|
36,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
105,448 |
|
|
$ |
156,318 |
|
|
$ |
159,361 |
|
|
$ |
116,804 |
|
|
$ |
86,201 |
|
|
|
|
Page 18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended November 30, |
|
|
2003 |
|
2004 |
|
2005 |
|
2006 |
|
2007 |
|
|
|
|
|
|
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1.92 |
|
|
$ |
2.38 |
|
|
$ |
2.99 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
Income (loss) from discontinued operations (1) |
|
|
0.07 |
|
|
|
(0.12 |
) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1.99 |
|
|
$ |
2.94 |
|
|
$ |
3.00 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1.92 |
|
|
$ |
2.37 |
|
|
$ |
2.99 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
Income (loss) from discontinued operations (1) |
|
|
0.06 |
|
|
|
(0.11 |
) |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1.98 |
|
|
$ |
2.94 |
|
|
$ |
2.99 |
|
|
$ |
2.19 |
|
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share |
|
$ |
0.06 |
|
|
$ |
0.06 |
|
|
$ |
0.06 |
|
|
$ |
0.08 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
53,057,077 |
|
|
|
53,084,437 |
|
|
|
53,128,533 |
|
|
|
53,166,458 |
|
|
|
52,557,550 |
|
Diluted |
|
|
53,133,282 |
|
|
|
53,182,776 |
|
|
|
53,240,183 |
|
|
|
53,270,623 |
|
|
|
52,669,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data (at end of period): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
223,973 |
|
|
$ |
160,978 |
|
|
$ |
130,758 |
|
|
$ |
59,681 |
|
|
$ |
57,316 |
|
Working capital (deficit) |
|
|
(104,761 |
) |
|
|
149,879 |
|
|
|
14,887 |
|
|
|
7,298 |
|
|
|
(52,477 |
) |
Total assets |
|
|
1,303,792 |
|
|
|
1,619,510 |
|
|
|
1,797,069 |
|
|
|
1,922,059 |
|
|
|
1,982,117 |
|
Long-term debt |
|
|
75,168 |
|
|
|
369,315 |
|
|
|
368,387 |
|
|
|
367,324 |
|
|
|
375,009 |
|
Total debt |
|
|
308,131 |
|
|
|
376,820 |
|
|
|
369,022 |
|
|
|
368,094 |
|
|
|
377,547 |
|
Total shareholders equity |
|
|
726,465 |
|
|
|
881,738 |
|
|
|
1,039,955 |
|
|
|
1,155,115 |
|
|
|
1,159,088 |
|
|
|
|
(1) |
|
Reflects the accounting for discontinued operations of North Carolina
Speedway, which was sold on July 1, 2004, and Nazareth Speedway which is
currently held for sale. The loss from discontinued operations in fiscal 2004
includes the non-cash after-tax impairment of Nazareths long-lived assets of
approximately $8.6 million. The discontinued operations in fiscal 2005 includes
the subsequent non-cash after-tax write-up of certain grandstand assets at
Nazareth, which were relocated to and used at Darlington Raceway (Darlington)
in fiscal 2006, of approximately $471,000. |
Page 19
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
General
The general nature of our business is a motorsports themed amusement enterprise; furnishing
amusement to the public in the form of motorsports themed entertainment. We derive revenues
primarily from (i) admissions to motorsports events and motorsports themed amusement activities
held at our facilities, (ii) revenue generated in conjunction with or as a result of motorsports
events and motorsports themed amusement activities conducted at our facilities, and (iii) catering,
concession and merchandising services during or as a result of these events and amusement
activities.
Admissions, net revenue includes ticket sales for all of our racing events, activities at Daytona
500 EXperience and other motorsports activities and amusements, net of any applicable taxes.
Motorsports related revenue primarily includes television, radio and ancillary rights fees,
marketing partnership fees, hospitality rentals (including luxury suites, chalets and the
hospitality portion of club seating), advertising, track rentals and royalties from licenses of our
trademarks.
Food, beverage and merchandise revenue includes revenues from concession stands, direct sales of
souvenirs, hospitality catering, programs and other merchandise and fees paid by third party
vendors for the right to occupy space to sell souvenirs and concessions at our facilities.
Direct expenses include (i) prize and point fund monies and NASCAR sanction fees, (ii) motorsports
related expenses, which include labor, advertising, costs of competition paid to sanctioning bodies
other than NASCAR and other expenses associated with the promotion of all of our motorsports events
and activities, and (iii) food, beverage and merchandise expenses, consisting primarily of labor
and costs of goods sold.
Starting in fiscal 2008, entitlement of two of NASCARs premiere series will change. The NASCAR
NEXTEL Cup Series will become the NASCAR SPRINT Cup Series and the NASCAR Busch Series will become
the NASCAR Nationwide Series. Throughout this document, the naming convention for these series is
consistent with the branding in fiscal 2007.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting
period. While our estimates and assumptions are based on conditions existing at and trends leading
up to the time the estimates and assumptions are made, actual results could differ materially from
those estimates and assumptions. We continually review our accounting policies, how they are
applied and how they are reported and disclosed in the financial statements.
The following is a summary of our critical accounting policies and estimates and how they are
applied in the preparation of the financial statements.
Basis of Presentation and Consolidation. We consolidate all entities we control by ownership of a
majority voting interest. Also, if we ever have variable interest entities for which we are the
primary beneficiary, we will consolidate those entities. Our judgment in determining if we are the
primary beneficiary of a variable
Page 20
interest entity includes
assessing our level of involvement in establishing the entity, determining whether we provide more
than half of any management, operational or financial support to the entity, and determining if we
absorb the majority of the entitys expected losses or returns.
We apply the equity method of accounting for our investments in joint ventures and other investees
whenever we can exert significant influence on the investee but do not have effective control over
the investee. Our consolidated net income includes our share of the net earnings or losses from
these investees. Our judgment regarding the level of influence over each equity method investee
includes considering factors such as our ownership interest, board representation and policy making
decisions. We periodically evaluate these equity investments for potential impairment where a
decline in value is determined to be other than temporary. We eliminate all significant
intercompany transactions from financial results.
Revenue Recognition. Advance ticket sales and event-related revenues for future events are deferred
until earned, which is generally once the events are conducted. The recognition of event-related
expenses is matched with the recognition of event-related revenues.
NASCAR contracts directly with certain network providers for television rights to the entire NASCAR
NEXTEL Cup and Busch series schedules as well as the NASCAR Craftsman Truck series schedule
beginning in fiscal year 2007. Event promoters share in the television rights fees in accordance
with the provision of the sanction agreement for each NASCAR NEXTEL Cup, Busch and Craftsman Truck
series event. Under the terms of this arrangement, NASCAR retains 10.0 percent of the gross
broadcast rights fees allocated to each NASCAR NEXTEL Cup, Busch and Craftsman Truck series event
as a component of its sanction fees and remits the remaining 90.0 percent to the event promoter.
The event promoter pays 25.0 percent of the gross broadcast rights fees allocated to the event as
part of awards to the competitors.
Our revenues from marketing partnerships are paid in accordance with negotiated contracts, with the
identities of partners and the terms of sponsorship changing from time to time. Some of our
marketing partnership agreements are for multiple facilities and/or events and include multiple
specified elements, such as tickets, hospitality chalets, suites, display space and signage for
each included event. The allocation of such marketing partnership revenues between the multiple
elements, events and facilities is based on relative fair value. The sponsorship revenue allocated
to an event is recognized when the event is conducted.
Revenues and related costs from the sale of merchandise to retail customers, internet sales and
direct sales to dealers are recognized at the time of sale.
Accounts Receivable. We regularly review the collectability of our accounts receivable. An
allowance for doubtful accounts is estimated based on historical experience of write-offs and
future expectations of conditions that might impact the collectability of accounts.
Business Combinations. All business combinations are accounted for under the purchase method.
Whether net assets or common stock is acquired, fair values are determined and assigned to the
purchased assets and assumed liabilities of the acquired entity. The excess of the cost of the
acquisition over fair value of the net assets acquired (including recognized intangibles) is
recorded as goodwill. Business combinations involving existing motorsports entertainment facilities
commonly result in a significant portion of the purchase price being allocated to the fair value of
the contract-based intangible asset associated with long-term relationships manifest in the
sanction agreements with sanctioning bodies, such as NASCAR, Grand American and/or IRL. The
continuity of sanction agreements with these bodies has historically enabled the facility operator
to host motorsports events year after year. While individual sanction agreements may be of terms as
short as one year, a significant portion of the purchase price in excess of the fair value of
acquired tangible assets is commonly paid to acquire anticipated future cash flows from events
promoted pursuant to these agreements which are expected to continue for the foreseeable future and
therefore, in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, are
recorded as indefinite-lived
Page 21
intangible assets recognized apart from goodwill.
Capitalization and Depreciation Policies. Property and equipment are stated at cost. Maintenance
and repairs that neither materially add to the value of the property nor appreciably prolong its
life are charged to expense as
incurred. Depreciation and amortization for financial statement purposes are provided on a
straight-line basis over the estimated useful lives of the assets. When we construct assets, we
capitalize costs of the project, including, but not limited to, certain pre-acquisition costs,
permitting costs, fees paid to architects and contractors, certain costs of our design and
construction subsidiary, property taxes and interest.
We must make estimates and assumptions when accounting for capital expenditures. Whether an
expenditure is considered an operating expense or a capital asset is a matter of judgment. When
constructing or purchasing assets, we must determine whether existing assets are being replaced or
otherwise impaired, which also is a matter of judgment. Our depreciation expense for financial
statement purposes is highly dependent on the assumptions we make about our assets estimated
useful lives. We determine the estimated useful lives based upon our experience with similar
assets, industry, legal and regulatory factors, and our expectations of the usage of the asset.
Whenever events or circumstances occur which change the estimated useful life of an asset, we
account for the change prospectively.
Interest costs associated with major development and construction projects are capitalized as part
of the cost of the project. Interest is typically capitalized on amounts expended using the
weighted-average cost of our outstanding borrowings, since we typically do not borrow funds
directly related to a development or construction project. We capitalize interest on a project when
development or construction activities begin and cease when such activities are substantially
complete or are suspended for more than a brief period.
Impairment of Long-lived Assets, Goodwill and Other Intangible Assets. Our consolidated balance
sheets include significant amounts of long-lived assets, goodwill and other intangible assets. Our
intangible assets are comprised of assets having finite useful lives, which are amortized over that
period, and goodwill and other non-amortizable intangible assets with indefinite useful lives.
Current accounting standards require testing these assets for impairment, either upon the
occurrence of an impairment indicator or annually, based on assumptions regarding our future
business outlook. While we continue to review and analyze many factors that can impact our business
prospects in the future, our analyses are subjective and are based on conditions existing at, and
trends leading up to, the time the estimates and assumptions are made. Actual results could differ
materially from these estimates and assumptions. Our judgments with regard to our future business
prospects could impact whether or not an impairment is deemed to have occurred, as well as the
timing of the recognition of such an impairment charge. Our equity method investees also perform
such tests for impairment of long-lived assets, goodwill and other intangible assets.
Self-Insurance Reserves. We use a combination of insurance and self-insurance for a number of risks
including general liability, workers compensation, vehicle liability and employee-related health
care benefits. Liabilities associated with the risks that we retain are estimated by considering
various historical trends and forward-looking assumptions related to costs, claim counts and
payments. The estimated accruals for these liabilities could be significantly affected if future
occurrences and claims differ from these assumptions and historical trends.
Income Taxes. The tax law requires that certain items be included in our tax return at different
times than when these items are reflected in our consolidated financial statements. Some of these
differences are permanent, such as expenses not deductible on our tax return. However, some
differences reverse over time, such as depreciation expense, and these temporary differences create
deferred tax assets and liabilities. Our estimates of deferred income taxes and the significant
items giving rise to deferred tax assets and liabilities reflect our assessment of actual future
taxes to be paid on items reflected in our financial statements, giving consideration to both
timing and probability of realization. Actual income taxes could vary significantly from these
estimates due to future changes in income tax law or changes or adjustments
Page 22
resulting from final review of our tax returns by taxing authorities, which could also adversely
impact our cash flow.
In the ordinary course of business, there are many transactions and calculations where the ultimate
tax outcome is uncertain. The calculation of tax liabilities involves dealing with uncertainties in
the application of complex tax laws. We recognize probable liabilities for tax audit issues,
including interest and penalties, based on an estimate of the ultimate resolution of whether, and
the extent to which, additional taxes will be due. Although we believe the estimates are
reasonable, no assurance can be given that the final outcome of these matters will not be different
than what is reflected in the historical income tax provisions and accruals. Such differences could
have an impact on the income tax provision and operating results in the period in which such
determination is made.
Contingent Liabilities. Our determination of the treatment of contingent liabilities in the
financial statements is based on our view of the expected outcome of the applicable contingency. In
the ordinary course of business we consult with legal counsel on matters related to litigation and
other experts both within and outside our company. We accrue a liability if the likelihood of an
adverse outcome is probable and the amount of loss is reasonably estimable. We disclose the matter
but do not accrue a liability if either the likelihood of an adverse outcome is only reasonably
possible or an estimate of loss is not determinable. Legal and other costs incurred in conjunction
with loss contingencies are expensed as incurred.
Acquisition and Divestitures
Raceway Associates
On February 2, 2007, we acquired the 62.5 percent ownership interested in Raceway Associates, LLC
(Raceway Associates) we did not previously own, bringing our ownership to 100.0 percent. Raceway
Associates operates Chicagoland and Route 66. The
purchase price for the 62.5 percent ownership interest totaled approximately $111.1 million,
including approximately $102.4 million paid to the prior owners, the assumption of third party
liabilities and acquisition costs, net of cash received. The purchase price was paid with cash on
hand and approximately $65.0 million in borrowings on our revolving credit facility. This
transaction has been accounted for as a business combination and is included in our consolidated
operations subsequent to the date of acquisition.
We believe that Chicagoland and Route 66 are uniquely attractive assets well-positioned in the
nations third largest media market with a strong motorsports fan base. The purchase price for the
Raceway Associates acquisition was preliminarily allocated to the assets acquired and liabilities
assumed based on their fair market values at the acquisition date. Included in this acquisition
are certain indefinite-lived intangible assets attributable to the sanction agreements in place at
the time of acquisition and goodwill.
Nazareth Speedway
After the completion of Nazareth Speedways (Nazareth) fiscal 2004 events we suspended
indefinitely its major motorsports event operations. The NASCAR Busch Series and IRL IndyCar Series
events, then conducted at Nazareth, were realigned to other motorsports entertainment facilities
within our portfolio.
In January 2006, we entered into an agreement with NZSW, LLC for the sale of 158 acres, on which
Nazareth Speedway is located, for approximately $18.8 million. On October 9, 2007, we terminated
our agreement with NZSW, LLC in accordance with its terms as a result of a default by NZSW, LLC.
The property continues to be marketed and a sale is expected to occur in fiscal 2008.
For all periods presented, the results of operations of Nazareth are presented as discontinued
operations.
Page 23
Impairment of Long-Lived Assets
Northwest US Speedway Development
Since 2005, we had been pursuing development of a motorsports entertainment facility in Kitsap
County, Washington, which required State Legislation to help finance the project. In early 2007
this legislation was introduced in both the Washington State House of Representatives and Senate.
On April 2, 2007, we announced that despite agreeing to substantial changes to the required
legislation it had become apparent that additional modifications would be proposed to the bill. Due
to the increased risk that the collective modifications would have a significant negative impact on
the projects financial model, we felt it was in our best long-term interest to discontinue our
efforts at the site. As a result, we recorded a non-cash pre-tax charge in fiscal 2007 of
approximately $5.9 million, or $0.07 per diluted share after-tax, to reflect the write-off of
certain capitalized costs including legal, consulting, capitalized interest and other
project-specific costs. The charge is included in Impairment of Long-lived Assets in our
consolidated statements of operations for the year ended November 30, 2007. We still believe the
Pacific Northwest represents an attractive long-term opportunity, and remain interested in a
motorsports entertainment facility development project in the region.
New York Metropolitan Speedway Development
In September 2006 we ceased fill operations at our Staten Island real property while we
addressed the issues raised in communications from the DEC and DOS, including the presence of, and
potential need to remediate, fill containing constituents above regulatory thresholds. In May 2007,
we entered into a Consent Order with the DEC to resolve the issues surrounding these fill
operations and the prior placement of fill at the site that contained constituents above regulatory
thresholds. The Consent Order requires us to remove non-compliant fill pursuant to an approved
comprehensive fill removal plan. We commenced fill removal activities in September 2007, and we
expect the fill removal to be complete in the first quarter of fiscal 2008. The Consent Order also
required us to pay a penalty to DEC of $562,500, half of which was paid in May 2007 and the other
half of which has been suspended so long as we comply with the terms of the Consent Order.
Included in Impairment of Long-lived Assets in our consolidated statements of operations at
November 30, 2007, is our estimated total costs, including the portion of the penalty which has
been paid, attributable to the expected fill removal process of approximately $4.9 million,
respectively, or $0.06 per diluted share, respectively. We continue to evaluate the existence of
other responsible parties and potential recoveries from such parties, if any. We expect to resume
fill operations within the next several months after complying with the Consent Order and once
other appropriate regulatory approvals are obtained. The property is currently marketed for sale
and we are confident that, on a timely basis, we will agree to terms with a buyer.
Although we are disappointed that our speedway development efforts were unsuccessful on Staten
Island, we still have an interest in pursuing the development of a motorsports entertainment
facility in the region. Due to the considerable interest in and support for NASCAR racing in the
metro New York market, we believe a premier motorsports entertainment facility will have a
significant positive impact on the areas economy and prove to be a long-term community asset.
Equity and Other Investments
Motorsports Authentics
In the fourth quarter of fiscal 2005 we partnered with SMI in a 50/50 joint venture, SMISC, LLC,
which, through its wholly-owned subsidiary Motorsports Authentics, LLC conducts business under the
name Motorsports Authentics. During the fourth quarter of fiscal 2005 and the first quarter of
fiscal 2006, Motorsports Authentics acquired Team Caliber and Action Performance, Inc.,
respectively, and became a leader in design, promotion, marketing and distribution of motorsports
licensed merchandise. Although
Page 24
Motorsports Authentics made significant progress towards integrating the companies and improving
its business operations, in order to accelerate this improvement and more effectively position
itself for long-term success it hired a new President and Chief Executive Officer in
June 2007. Under this new leadership, Motorsports Authentics is making important changes to the
business and has finalized its plans for fiscal 2008.
As a
result of certain significant driver and team changes and excess merchandise
on-hand, Motorsports Authentics recognized a write-down of certain inventory and related assets in
the third quarter of fiscal 2007. In addition, during the fourth quarter of fiscal 2007 Motorsports
Authentics completed forward looking strategic financial planning. The resulting financial
projections were utilized in its annual valuation analysis of goodwill, certain intangible assets
and other long-lived assets which resulted in an impairment charge on such assets.
Our 50.0 percent portion of Motorsports Authentics fiscal 2007 net loss is approximately $57.0
million, or $1.04 per diluted share, which includes the aforementioned inventory and related asset
write-down of approximately $12.4 million, or $0.24 per diluted share, and impairment charges of
approximately $34.8 million, or $0.65 per diluted share, included in Equity in Net Loss From Equity
Investments in our consolidated statements of operations for the year ended November 30, 2007.
While we were disappointed in the fiscal 2007 results from Motorsports Authentics, at the present
time we continue to believe the sale of licensed merchandise represents a significant opportunity
in the sport and are confident that the current management at Motorsports Authentics has developed
a solid plan for the future.
Limited Partnership Agreement
In October 2006 we entered into a limited partnership agreement with Group Motorisé International
(GMI) to organize, promote and hold certain racing events at Circuit Gilles Villeneuve, including
a NASCAR Busch Series and Grand American Rolex Sports Car Series presented by Crown Royal Special
Reserve race weekend, in the third quarter of fiscal 2007. Circuit Gilles Villeneuve is a road
course located in Montréal, Quebec, at which GMI currently promotes a successful F1 Canadian Grand
Prix event. The agreement did not have a material effect on our financial condition or results of
operations in fiscal 2007.
Stock Purchase Plan
In December 2006 we announced that our Board of Directors had authorized the Stock Purchase Plan
under which we could purchase up to $50.0 million of our outstanding Class A common shares. In July
2007, our Board of Directors authorized a $100.0 million increase to the Stock Purchase Plan
allowing us to purchase up to a total of $150.0 million of our outstanding Class A common shares
through November 30, 2008. The timing and amount of any shares repurchased under the Stock
Purchase Plan will depend on a variety of factors, including price, corporate and regulatory
requirements, capital availability and other market conditions. The Stock Purchase Plan may be
suspended or discontinued at any time without prior notice. No shares have been or will be
knowingly purchased from Company insiders or their affiliates. During fiscal 2007, we purchased
1,642,114 shares of our Class A common shares, at an average cost of approximately $49.33 per share
(including commissions), for a total of approximately $81.0 million under the Stock Purchase Plan.
Income Taxes
The tax treatment related to the uncertainties associated with the losses incurred by our equity
investee SMISC, is the principal cause of the increased effective income tax rate for the fiscal
year ended November 30, 2007.
Page 25
Future Trends in Operating Results
Our success has been, and is expected to remain, dependent on maintaining good working
relationships with the organizations that sanction events at our facilities, particularly with
NASCAR, whose sanctioned events at our wholly-owned facilities
accounted for approximately 85.8 percent of our revenues in fiscal 2007. In January 2003, NASCAR announced it would entertain and
discuss proposals from track operators regarding potential realignment of NASCAR NEXTEL Cup Series
dates to more geographically diverse and potentially more desirable markets where there may be
greater demand, resulting in an opportunity for increased revenues to the track operators. NASCAR
approved realignments of certain NASCAR NEXTEL Cup and other events at our facilities for the 2004,
2005, 2006 and 2007 seasons. We believe that the realignments have provided, and will continue to
provide, incremental net positive revenue and earnings as well as further enhance the sports
exposure in highly desirable markets, which we believe benefits the sports fans, teams, sponsors
and television broadcast partners as well as promoters. NASCAR has indicated that it is open to
discussion regarding additional date realignments. We believe we are well positioned to capitalize
on these future opportunities.
Fiscal 2006 was our last year under NASCARs multi-year consolidated television broadcast rights
agreements with NBC Sports, Turner Sports, FOX and FX. NASCAR entered into new combined eight-year
agreements with FOX, ABC/ESPN, TNT and SPEED beginning in 2007 for the domestic broadcast and
related rights for its NEXTEL Cup, Busch and Craftsman Truck series. The agreements are expected to
total approximately $4.5 billion over the eight year period from 2007 through 2014. This results in
an approximate $560.0 million gross average annual rights fee for the industry, a more than 40.0
percent increase over the previous contract average of $400.0 million annually. The industry rights
fees were approximately $505.0 million for 2007, and will increase, on average, by approximately
three percent per year through the 2014 season. The annual increase is expected to vary between two
and four percent per year over the period. While the 2007 industry rights fees were less than the
2006 industry rights fees of approximately $576.0 million, in our opinion this should not
overshadow the strategic importance and expected long-term benefits of the new contracts. Over the
past several years, there has been a shift of major sports programming from network to cable. The
cable broadcasters can support a higher investment through subscriber fees not available to
networks, which has resulted in increased rights fees for these sports properties. Cable, however,
reaches far fewer households than network broadcasts. We view NASCARs decision to keep
approximately two-thirds of its NEXTEL Cup Series event schedule on network television as important
to the sports future growth. The structure should continue to drive increased fan and media
awareness for all three racing series, which will help fuel our long-term attendance and
corporate-related revenues. We also welcome the chance to re-establish the sports broadcast
relationship with ESPN, which we believe will result in further exposure for NASCAR racing. First,
we believe the NASCAR Busch Series will significantly benefit from the improved continuity of its
season-long presence on ESPN. In addition, we believe the sport as a whole will benefit from the
increased ancillary programming and nightly and weekly NASCAR-branded programming and promotions,
similar to what ESPN does with the other major sports. The most significant benefit of the new
contracts is the substantial increase in earnings and cash flow visibility for the entire industry
over the contract period. Television broadcast and ancillary rights fees from continuing
operations received from NASCAR for the NASCAR NEXTEL Cup and Busch series events and the NASCAR
Craftsman Truck series events beginning in fiscal 2007, conducted at our wholly-owned facilities
under these agreements were approximately $235.9 million, $273.4 million and $253.3 million for
fiscal 2005, 2006 and 2007, respectively.
As media rights revenues fluctuate so do the variable costs tied to the percentage of broadcast
rights fees required to be paid to competitors as part of NASCAR NEXTEL Cup, Busch and Craftsman
Truck series sanction agreements. NASCAR prize and point fund monies, as well as sanction fees
(NASCAR direct expenses), are outlined in the sanction agreement for each event and are
negotiated in advance of an event. As previously discussed, included in these NASCAR direct
expenses are 25.0 percent of the gross domestic
Page 26
television
broadcast rights fees allocated to our NASCAR NEXTEL Cup, Busch and Craftsman Truck series events as part of prize and point fund
money. These annually negotiated contractual amounts paid to NASCAR contribute to the support and
growth of the sport of NASCAR stock car racing through payments to the teams and sanction fees paid
to NASCAR. As such, we do not expect these costs to decrease in the future as a percentage of
admissions and motorsports related income. We anticipate any operating margin improvement to come
primarily
from economies of scale and controlling costs in areas such as motorsports related and general and
administrative expenses.
Economic conditions may impact our ability to secure revenues from corporate marketing
partnerships. However, we believe that our presence in key markets and impressive portfolio of
events are beneficial as we continue to pursue renewal and expansion of existing marketing
partnerships and establish new corporate marketing partners. We believe that revenues from our
corporate marketing partnerships will continue to grow over the long term.
An important component of our operating strategy has been our long-standing practice of focusing
closely on supply and demand regarding additional capacity at our facilities. We continually
evaluate the demand for our most popular racing events in order to add capacity that we believe
will provide an acceptable rate of return on invested capital. Through prudent expansion, we
attempt to keep demand at a higher level than supply, which stimulates ticket renewals and advance
sales. Advance ticket sales result in earlier cash flow and reduce the potential negative impact of
actual and forecasted inclement weather on ticket sales. While we will join with sponsors to offer
promotions to generate additional ticket sales, we avoid rewarding last-minute ticket buyers by
discounting tickets. We believe it is more important to encourage advance ticket sales and maintain
price integrity to achieve long-term growth than to capture short-term incremental revenue. In
addition to weather, there are a number of factors that impact attendance at our events, including
demand in the marketplace and discretionary consumer spending trends affected by employment and
other lifestyle and business conditions. Accordingly, we have instituted only modest increases in
our weighted average ticket prices for fiscal 2008. Over the long term, we will continue to
optimize capacity, as well as the pricing and packaging of our tickets and other products.
Since we compete with newer entertainment venues for patrons and sponsors, we will continue to
evaluate opportunities to enhance our facilities, thereby producing additional revenue generating
opportunities for us and improving the experience for our guests. One major example of these
efforts is the infield renovation at Daytona that was completed
for the start of the 2005 racing season. The infield renovation features numerous fan amenities and
unique revenue generating opportunities, including garage walk-through areas, additional
merchandise and concessions vending areas, waterfront luxury recreational vehicle parking areas, a
large tunnel to accommodate team haulers and guest recreational vehicles in and out of the infield
and other special amenities such as the infields signature structure, the Daytona 500 Club.
Another example of our efforts to enhance the fan experience includes the fiscal 2005 renovation of
Michigan International Speedways (Michigan) front stretch, including new ticket gates, new
vendor and display areas, and several new concession stands, as well as the addition of club seats
and luxury suites. For fiscal 2006, we completed additional renovation projects at California
Speedway (California) and Talladega Superspeedway (Talladega). At California, we renovated and
expanded the facilitys front midway area. The new plaza features a full-service outdoor café with
cuisine by celebrity chef Wolfgang Puck, in addition to a town center, retail store and concert
stage. Other highlights include shade features, modified entry gates, expanded hospitality areas,
radio broadcast locations, giant video walls, leisure areas and grass and water accents. This
project was the direct result of fan feedback, and further demonstrates our commitment to providing
a premium entertainment environment for our guests. We also repaved Talladegas 2.6 mile oval in
fiscal 2006. Talladegas racing surface had not been repaved since 1979, and we believe the newly
paved racing surface enhanced the thrilling on-track competition. In fiscal 2007, in connection
with the construction of the three-tiered grandstand at Richmond International Raceway
(Richmond), we completed a 700-person, members only Club for individual fans looking to enjoy a
race weekend in style or businesses seeking to entertain clients. The Club also serves as a unique
site for special events on non-race weekends throughout the year. For fiscal 2008, we are
installing track lighting at Chicagoland as well as improving certain electrical infrastructure in
certain camping areas. We are also repaving Darlington Raceway
(Darlington) and constructing a tunnel which
Page 27
will give improved access to the infield and renovating certain suite facilities. Daytona is
completing improvements to its FanZone deck and infield road course. Daytona and Michigan are
renovating certain grandstands into wider, more comfortable seats. And, Richmond and California
are adding escalators to certain grandstands which will improve the fan traffic flow during events.
Current Litigation
From time to time, we are a party to routine litigation incidental to our business. We do not
believe that the resolution of any or all of such litigation will have a material adverse effect on
our financial condition or results of operations.
In addition to such routine litigation incident to our business, we are a party to the litigation
described below.
In July 2005, Kentucky Speedway, LLC filed a civil action in the Eastern District of Kentucky
against NASCAR and us which alleged that NASCAR and ISC have acted, and continue to act,
individually and in combination and collusion with each other and other companies that control
motorsports entertainment facilities hosting NASCAR NEXTEL Cup Series, to illegally restrict the
award of ... NASCAR NEXTEL Cup Series [races]. The complaint was amended in 2007 to seek, in
addition to damages, an injunction requiring NASCAR to develop objective factors for the award of
NEXTEL Cup races, divestiture of ISC and NASCAR so that the France Family and anyone else does
not share ownership of both companies or serve as officers or directors of both companies, ISCs
divestiture of at least 8 of its 12 racetracks that currently operate a NEXTEL Cup race and
prohibiting further alleged violations of the antitrust laws. The complaint did not ask the court
to cause NASCAR to award a NEXTEL Cup race to the Kentucky Speedway. Other than some vaguely
conclusory allegations, the complaint failed to specify any specific unlawful conduct by us.
Pre-trial discovery in the case was concluded and based upon all of the factual and expert
evidentiary materials adduced we were more firmly convinced than ever that the case was without
legal or factual merit.
On January 7, 2008 our position was vindicated when the Federal District Court Judge hearing the
case ruled in favor of ISC and NASCAR and entered a judgment which stated:
IT IS ORDERED AND ADJUDGED that all claims of the plaintiff, Kentucky Speedway, LLC, be, and
they are, hereby dismissed, with prejudice, at the cost of the plaintiff.
The Opinion and Order of the courted entered on the same day concluded:
After careful consideration and a thorough review of the record, and granting [Kentucky]
Speedway the benefit of the doubt on all reasonable inferences therefrom, the court
concludes that [Kentucky] Speedway has failed to make out its case.
Subsequently, on January 11, 2008 Kentucky Speedway, LLC filed a Notice of Appeal to the United
States Court of Appeal for the Sixth Circuit. We expect the appellate process to be resolved in
our favor in approximately 18 to 24 months.
At this point the likelihood of a materially adverse result appears to be remote,
although there is always an element of uncertainty in litigation. It is premature to attempt to
quantify the potential magnitude of such a remote possible adverse decision.
The fees and expenses associated with the defense of this suit have not been covered by insurance
and have adversely impacted our financial condition. Since the judgment entered by the court
allows us to seek recovery of our costs (not including attorney fees) from the Kentucky Speedway,
we are preparing materials to submit to the court to have the amount of our allowable costs
determined and intend to pursue recovery from the Kentucky Speedway of the maximum amounts allowed
by the court, which should include those costs necessarily incurred in successfully defending the
appeal to the Sixth Circuit.
Page 28
Postponement and/or Cancellation of Major Motorsports Events
The postponement or cancellation of one or more major motorsports events could adversely impact our
future operating results. A postponement or cancellation could be caused by a number of factors,
including, but not limited to, inclement weather, a widespread outbreak of a severe epidemiological
crisis, a general postponement or cancellation of all major sporting events in this country (as
occurred following the September 11, 2001 terrorist attacks), a terrorist attack at any mass
gathering or fear of such an attack, conditions resulting from the war in Iraq or other acts or
prospects of war.
The following table sets forth, for each of the indicated periods, certain selected statement of
operations data as a percentage of total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended November 30, |
|
|
2005 |
|
2006 |
|
2007 |
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Admissions, net |
|
|
31.7 |
% |
|
|
29.5 |
% |
|
|
31.1 |
% |
Motorsports related |
|
|
55.2 |
|
|
|
58.4 |
|
|
|
57.3 |
|
Food, beverage and merchandise |
|
|
11.8 |
|
|
|
10.9 |
|
|
|
10.3 |
|
Other |
|
|
1.3 |
|
|
|
1.2 |
|
|
|
1.3 |
|
|
|
|
Total revenues |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct: |
|
|
|
|
|
|
|
|
|
|
|
|
Prize and point fund monies and NASCAR sanction fees |
|
|
18.5 |
|
|
|
18.9 |
|
|
|
18.5 |
|
Motorsports related |
|
|
18.1 |
|
|
|
18.1 |
|
|
|
19.9 |
|
Food, beverage and merchandise |
|
|
7.7 |
|
|
|
6.7 |
|
|
|
5.9 |
|
General and administrative |
|
|
13.0 |
|
|
|
13.4 |
|
|
|
14.6 |
|
Depreciation and amortization |
|
|
6.9 |
|
|
|
7.1 |
|
|
|
9.8 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
10.9 |
|
|
|
1.7 |
|
|
|
|
Total expenses |
|
|
64.2 |
|
|
|
75.1 |
|
|
|
70.4 |
|
|
|
|
Operating income |
|
|
35.8 |
|
|
|
24.9 |
|
|
|
29.6 |
|
Interest expense, net |
|
|
(1.0 |
) |
|
|
(0.9 |
) |
|
|
(1.3 |
) |
Equity in net income (loss) from equity investments |
|
|
0.5 |
|
|
|
0.1 |
|
|
|
(7.1 |
) |
|
|
|
Income from continuing operations before income taxes |
|
|
35.3 |
|
|
|
24.1 |
|
|
|
21.2 |
|
Income taxes |
|
|
13.8 |
|
|
|
9.5 |
|
|
|
10.6 |
|
|
|
|
Income from continuing operations |
|
|
21.5 |
|
|
|
14.6 |
|
|
|
10.6 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
21.5 |
% |
|
|
14.6 |
% |
|
|
10.6 |
% |
|
|
|
Page 29
Comparison of Fiscal 2007 to Fiscal 2006
The comparison of fiscal 2007 to fiscal 2006 is impacted by the following factors:
|
|
|
Fiscal 2006 was our last year under NASCARs multi-year consolidated television
broadcast rights agreement with NBC Sports, Turner Sports, FOX, and FX. Beginning in 2007,
NASCAR has entered
into new combined eight year agreements with FOX, ABC/ESPN, TNT, and Speed for the domestic
broadcast and related rights for its NEXTEL Cup, Busch, and Craftsman Truck series. While
the average annual broadcast rights for the contract beginning in 2007 is higher than the
average for the contract ended in 2006, 2007 rights fees were less than the 2006 rights
fees. See discussion under Future Trends in Operating Results; |
|
|
|
|
On February 2, 2007, we acquired the 62.5 percent ownership interest in Raceway
Associates we did not previously own, bringing our ownership to 100.0 percent. This
acquisition was accounted for as a business combination and the operations of Raceway
Associates are included in our consolidated operations subsequent to the date of
acquisition. Raceway Associates operates Chicagoland and Route 66. Prior
to this date, we had accounted for their operations as an equity method investment. A
NASCAR Busch Series event, NEXTEL Cup Series event, ARCA Series event, and an IRL Series
event were held at Chicagoland along with a NHRA POWERade Drag Racing Series event at Route
66 during fiscal 2007; |
|
|
|
|
During fiscal 2007, approximately $12.1 million, or $0.14 per diluted share after tax,
of depreciation was accelerated above our normal depreciation rates related to certain
existing offices and other buildings in Daytona Beach, Florida which were razed in fiscal
2007, as part of our Daytona Live! project (see further discussion in Future Liquidity).
In addition, we recognized approximately $2.6 million in additional depreciation associated
with a building located in Daytona Beach, Florida, that was vacated and subsequently razed
in fiscal 2007; |
|
|
|
|
In fiscal 2007, we recognized impairments of long-lived assets totaling approximately
$13.1 million, or $0.09 per diluted share, primarily attributable to the aforementioned
discontinuance of the speedway development in Kitsap County, Washington, the costs
associated with the fill removal process at our Staten Island property and impairments of
certain other long-lived assets; |
|
|
|
|
In fiscal 2007, Equity in Net Loss From Equity Investments includes a net loss of $57.0
million, or $1.04 per diluted share, representing our portion of the
results from our 50 percent
indirect interest in Motorsports Authentics loss from operations, which includes the
write-down of certain inventory and related assets and an impairment of goodwill, certain
intangibles and other long-lived assets. Our portion of the Motorsports Authentics net
loss from operations for fiscal 2006 included in Equity in Net Loss From Equity Investments
was $3.3 million, or $0.05 per diluted share. See discussion under Future Trends in
Operating Results; |
|
|
|
|
A NASCAR Busch Series event was held at Martinsville Speedway (Martinsville) in the
third fiscal quarter of 2006. In connection with our limited partnership agreement with
GMI, the NASCAR Busch Series event was realigned from Martinsville to Circuit Gilles
Villeneuve, Montreal and conducted in the third quarter of fiscal 2007. The operations of
the limited partnership with GMI, including the realigned NASCAR Busch Series event, were
not material to the 2007 results of operations. See discussion under Limited Partnership
Agreement; and |
|
|
|
|
In November 2006, we announced our intention to discontinue our speedway development
efforts on Staten Island which resulted in a non-cash, pre-tax charge for the impairment of
long-lived assets of approximately $84.7 million, or $1.01 per diluted share, in the fourth
quarter of fiscal 2006 (see Future Liquidity). |
Admissions revenue increased approximately $18.4 million, or 7.8 percent, in fiscal 2007 as
compared to fiscal 2006. This increase is primarily a result of the consolidation of Raceway
Associates and, to a lesser
Page 30
extent, seat and club additions at Richmond. This increase was partially offset by certain
decreases in attendance related to certain NASCAR events conducted at California, Talladega,
Michigan and Daytona.
Motorsports related revenue increased approximately $1.7 million, or 0.4 percent, in fiscal 2007 as
compared to fiscal 2006. The increase is primarily due to the consolidation of Raceway Associates
and, to a lesser extent, increases in advertising, parking, sponsorship as well as suites and
hospitality revenue for comparable events. This increase is largely offset by the previously
discussed decrease in the television broadcast and ancillary rights for our NASCAR NEXTEL Cup,
Busch, and Craftsman Truck series.
Food, beverage and merchandise revenue decreased approximately $3.1 million, or 3.6 percent, in
fiscal 2007 as compared to fiscal 2006. The decrease is primarily attributable to previously
discussed attendance
decreases and inclement weather for several major events. This decrease was partially offset by
the consolidation of Raceway Associates.
Prize and point fund monies and NASCAR sanction fees increased approximately $108,000, or 0.1
percent, in fiscal 2007 as compared to fiscal 2006. This increase is primarily related to the
consolidation of Raceway Associates and is almost entirely offset by the decrease in television
broadcast rights fees for the NASCAR NEXTEL Cup, Busch and Craftsman Truck series events as
standard NASCAR sanctioning agreements require that a specific percentage of television broadcast
rights fees be paid to competitors.
Motorsports related expense increased by approximately $18.3 million, or 12.7 percent, in fiscal
2007 as compared to fiscal 2006. The increase was primarily due to the consolidation of Raceway
Associates. Motorsports related expense as a percentage of combined admissions and motorsports
related revenue increased to 22.6 percent, as compared to 20.6 percent for the same respective
period in the prior year. The margin decrease is primarily due to the previously discussed decrease
in television broadcast and ancillary rights fees for the NASCAR NEXTEL Cup, Busch, and Craftsman
Truck series events.
Food, beverage and merchandise expense decreased approximately $4.7 million, or 8.8 percent, in
fiscal 2007 as compared to fiscal 2006. The decrease is primarily attributable to lower variable
costs associated with lower sales related to previously discussed decreases in attendance. Food,
beverage and merchandise expense as a percentage of food, beverage and merchandise revenue
decreased to approximately 57.6 percent in fiscal 2007, as compared to 60.9 percent for fiscal
2006. The margin improvement is largely attributable to the consolidation of Raceway Associates
and, to a lesser extent, to improved margins in all areas of this business.
General and administrative expense increased approximately $12.5 million, or 11.7 percent, in
fiscal 2007 as compared to fiscal 2006. The increase is primarily attributable to the consolidation
of Raceway Associates and a net increase in costs related to our ongoing business. General and
administrative expenses as a percentage of total revenues increased to approximately 14.6 percent
for fiscal 2007, as compared to 13.3 percent for fiscal 2006. The change is primarily due to the
decrease in revenue related to television broadcast and ancillary rights fees for the NASCAR NEXTEL
Cup, Busch, and Craftsman Truck series events.
Depreciation and amortization expense increased approximately $23.4 million, or 41.1 percent, in
fiscal 2007 as compared to fiscal 2006. Approximately $14.7 million of this increase is related to
the previously discussed acceleration of depreciation on certain buildings on our Daytona campus.
The remaining increase is related to our acquisition of Raceway Associates in February 2007, seat
and club additions at Richmond, Talladegas track repaving, and other ongoing capital improvements.
Page 31
The impairment of long-lived assets is primarily attributable to our decision to abandon pursuit of
the development of a motorsports entertainment facility in Kitsap County, Washington and estimated
costs of fill removal related to our Staten Island property. To a lesser extent, certain other
long-lived asset impairments also contributed to the charge. See discussion under Future
Liquidity Speedway Developments.
Interest income decreased by approximately $322,000, or 6.1 percent, during fiscal 2007 as compared
to fiscal 2006. The decrease is primarily due to lower average cash and short-term investment
balances as a result of the acquisition of the remaining interest in Raceway Associates and $81.0
million in cash used in connection with our previously discussed stock repurchase program.
Interest expense increased by approximately $3.3 million, or 26.6 percent, during fiscal 2007 as
compared to fiscal 2006. The increase is primarily due to lower capitalized interest and the
assumption of certain debt in connection with the Raceway Associates acquisition.
Equity in net loss from equity investments substantially represents our 50.0 percent equity
investment Motorsports Authentics and our pro rata share of the loss from our 37.5 percent equity
investment in Raceway Associates prior to the acquisition of the remaining interest in February
2007.
Our effective income tax rate increased from approximately 39.2 percent to 50.1 percent during
fiscal 2007 compared to fiscal 2006. This increase is primarily a result of the tax treatment
related to the uncertainties associated with the losses incurred in our equity investments and
certain state tax implications relating to the aforementioned impairment of long-lived assets which
resulted in limited tax benefits being recognized for these items. As well, certain one time
benefits relating to discrete items in the second quarter of fiscal 2006, including the
implementation of certain restructuring initiatives and the finalization of certain state tax
matters also contributed to the increased rate. A decrease in our overall blended state tax rate
and deposits made during the fourth quarter of fiscal 2006 and first quarter of fiscal 2007 with
the Service to stop the accrual of interest on contested items in our ongoing federal tax
examination partially offset the overall increased rate. See Future Liquidity for further
discussion regarding the examination of our federal income tax returns.
As a result of the foregoing, our income from continuing operations decreased from approximately
$117.0 million to approximately $86.3 million, or 26.2 percent, during fiscal 2007 as compared to
fiscal 2006.
The operations of Nazareth are presented as discontinued operations, net of tax, for all periods
presented in accordance with SFAS No. 144.
As a result of the foregoing, net income decreased approximately $30.6 million, or $0.55 per
diluted share, for fiscal 2007 as compared to fiscal 2006. The decrease in the earnings per
diluted share is partially offset by the reduction in the weighted average shares outstanding as a
result of the previously discussed stock repurchase program.
Page 32
Comparison of Fiscal 2006 to Fiscal 2005
The comparison of fiscal 2006 to fiscal 2005 is impacted by the following factors:
|
|
|
IRL events were conducted at California and Phoenix International Raceway (Phoenix)
during fiscal 2005 while no corresponding events were conducted in fiscal 2006; |
|
|
|
|
A NASCAR Busch series event was conducted at Martinsville in fiscal 2006 while no
corresponding event was conducted by us in fiscal 2005; |
|
|
|
|
A NASCAR Craftsman Truck series event was realigned from Richmond in fiscal 2005 to
Talladega in fiscal 2006 resulting in a significant attendance increase for the event; |
|
|
|
|
In fiscal 2005, we reached settlement with the CART Liquidation Trust that allowed a
claim in our favor of approximately $1.8 million in the Championship Auto Racing Teams
(CART) bankruptcy; and |
|
|
|
|
In November 2006, we decided to discontinue our speedway development efforts on Staten
Island which resulted in a non-cash, pre-tax charge for the impairment of long-lived assets
of approximately $84.7 million, or $1.01 per diluted share, in the fourth quarter of fiscal
2006 (see Future Liquidity). |
Admissions revenue increased approximately $483,000, or 0.2 percent, in fiscal 2006 compared to
fiscal 2005. Increased admissions revenue resulted from an increase in the weighted average price
of tickets sold for the majority of our events and increases in attendance for events at
Homestead-Miami Speedway (Miami), Darlington, Talladega and certain NASCAR events conducted
during Speedweeks at Daytona supporting our sold out Daytona 500. This increase was largely offset
by the previously discussed absence of IRL events in the fiscal 2006 event schedules for California
and Phoenix as well as decreased attendance for the Pepsi 400 weekend at Daytona and events at
Michigan.
Motorsports related revenue increased approximately $57.6 million, or 14.1 percent, in fiscal 2006
compared to fiscal 2005. The increase is primarily due to television broadcast rights fees for our
NASCAR NEXTEL Cup and Busch series events and, to a lesser extent, increased sponsorship,
hospitality, advertising and other race related revenues. These increases are partially offset by
the net decrease in revenues from non-comparable events and activities described above.
Food, beverage and merchandise revenue in fiscal 2006 is consistent with fiscal 2005. Increases in
catering and concessions revenues for fiscal 2006 are largely offset by a net decrease in revenues
from non-comparable events and activities described above.
Prize and point fund monies and NASCAR sanction fees increased approximately $14.4 million, or 10.5
percent, in fiscal 2006, as compared to fiscal 2005. The increase is primarily attributable to the
increase in television broadcast rights fees for comparable NASCAR NEXTEL Cup and Busch series
events held at our facilities as standard NASCAR sanctioning agreements require that a specified
percentage of television broadcast rights fees be paid to competitors. The addition of the NASCAR
Busch Series event at Martinsville in fiscal 2006 also contributed to the current year increase.
Motorsports related expense increased approximately $10.1 million, or 7.5 percent, in fiscal 2006
compared to fiscal 2005. The increase is primarily related to increased operating expenses for
comparable events, MRN operating expenses supporting additional revenue growth, certain consumer
marketing and sales initiatives, and a net increase in a variety of other costs. These increases
are partially offset by event
Page 33
expenses related to the Phoenix and California IRL events that were held in 2005, but not in 2006,
and other non-comparable events and activities year over year. Motorsports related expenses as a
percentage of combined admissions and motorsports related revenue decreased from approximately 20.9
percent in fiscal 2005 to approximately 20.6 percent for fiscal 2006. The decrease is primarily
attributable to increased television broadcast rights fees partially offset by the previously
discussed expense increases.
Food, beverage and merchandise expense decreased $3.6 million, or 6.4 percent, during fiscal 2006
as compared to fiscal 2005. The decrease is primarily attributable to margin improvement on certain
catering and concession sales, operational cost containment, variable costs associated with
decreased attendance at certain events, a decrease in merchandise inventory write-downs in 2006 as
compared to 2005 and inventory donated to hurricane relief efforts in 2005. Food, beverage and
merchandise expense as a percentage of food, beverage and merchandise revenue decreased from
approximately 65.1 percent in fiscal 2005 to approximately 60.9 percent for 2006. This decrease is
attributable to the previously discussed margin improvement and cost containment.
General and administrative expense increased approximately $10.5 million, or 10.9 percent, during
fiscal 2006 as compared to fiscal 2005. These increases are primarily related to legal fees,
certain expenses paid in connection with our development of a commercial mixed-use entertainment
and shopping complex in Daytona Beach, Florida, and a net increase in certain costs related to the
growth of our core business, partially offset by certain state taxes and non-recurring charges in
the prior year. The comparison of fiscal 2006 to fiscal 2005 general and administrative expenses is
also impacted by the fiscal 2005 recovery of $1.8 million of previously recorded bad debt expense
related to our claim against CART. General and administrative expenses as a percentage of total
revenues increased slightly from approximately 13.0 percent in fiscal 2005 to 13.3 percent for
fiscal 2006 primarily due to the previously noted net increase in general and administrative
expenses largely offset by the increase in television broadcast rights fees.
Depreciation and amortization expense increased approximately $5.9 million, or 11.7 percent, during
fiscal 2006 as compared to fiscal 2005. The increase was primarily attributable to certain retail
technology projects, the Miami and Phoenix suite and grandstand additions, the Michigan and Daytona
renovations, and a variety of other ongoing capital improvements.
Our decision in November 2006, to discontinue our speedway development efforts on Staten Island
resulted in a non-cash, pre-tax charge for the impairment of long-lived assets of approximately
$84.7 million, or $1.01 per diluted share, in the fourth quarter of fiscal 2006. To a much lesser
extent, certain other asset impairments also contributed to the charge.
Interest income increased by approximately $452,000, or 9.3 percent, during fiscal 2006 as compared
to fiscal 2005. The increase was primarily due to higher yield on short-term investments in the
current periods partially offset by lower outstanding cash and short term investment balances.
Interest expense decreased approximately $344,000, or 2.7 percent, during fiscal 2006 compared to
fiscal 2005. The decrease is primarily due to an increase in capitalized interest, primarily
related to land, land improvement and development costs for the Staten Island project and, to a
lesser extent, certain other construction projects as well as lower fees related to our new credit
facility.
Equity in net income from equity investments represents our 50.0 percent equity investment
Motorsports Authentics and our pro rata share of the income from our 37.5 percent equity investment
in Raceway Associates.
Page 34
Our effective tax rate increased from 39.0 percent to 39.2 percent during fiscal 2006 compared to
fiscal 2005. This increase is primarily a result of certain state tax implications relating to the
aforementioned impairment of long-lived assets. The increase is partially offset by one time
benefits relating to discrete items in the second fiscal quarter of 2006, including the
implementation of certain restructuring initiatives, the finalization of certain state tax matters
and deposits made during fiscal 2005 and 2006 with the Service to stop the accrual of interest on
contested items in our ongoing federal tax examination. See Future Liquidity for further
discussion regarding the examination of our federal income tax returns.
As a result of the foregoing, our income from continuing operations decreased from approximately
$159.1 million to approximately $117.0 million, or 26.5 percent, during fiscal 2006, as compared to
the same period of the prior year.
The operations of Nazareth are presented as discontinued operations, net of tax, for all periods
presented in accordance with SFAS No. 144. In fiscal 2005, discontinued operations include a
$471,000 after-tax non-cash gain related to the decision made in the fourth quarter to relocate and
use certain grandstand assets from Nazareth to Darlington, which had previously been written off.
As a result of the foregoing, our net income decreased approximately $42.6 million, or $0.80 per
diluted share, for fiscal 2006 compared to fiscal 2005.
Liquidity and Capital Resources
General
We have historically generated sufficient cash flow from operations to fund our working capital
needs and capital expenditures at existing facilities, payments of an annual cash dividend and more
recently, to repurchase our shares under our Stock Purchase Plan. In addition, we have used the
proceeds from offerings of our Class A Common Stock, the net proceeds from the issuance of
long-term debt, borrowings under our credit facilities and state and local mechanisms to fund
acquisitions and development projects. At November 30, 2007, we had cash, cash equivalents and
short-term investments totaling approximately $96.6 million, $300.0 million principal amount of
senior notes outstanding, a debt service funding commitment of approximately $67.6 million
principal amount related to the taxable special obligation revenue (TIF) bonds issued by the
Unified Government of Wyandotte County/Kansas City, Kansas (Unified Government); and, $10.5
million principal amount of other third party debt. We had a working capital deficit of
approximately $52.5 million at November 30, 2007, primarily as a result of the cash used for the
Raceway Associates acquisition and acquisitions of our common stock under our Stock Purchase Plan.
At November 30, 2006, we had working capital of $7.3 million.
Our liquidity is primarily generated from our ongoing motorsports operations, and we expect our
strong operating cash flow to continue in the future. In addition, as of November 30, 2007, we have
approximately $300.0 million available to draw upon under our revolving credit facility, if needed.
See Future Liquidity for additional disclosures relating to our credit facility and certain risks
that may affect our near term operating results and liquidity.
Cash Flows
Net cash provided by operating activities was approximately $258.1 million for fiscal 2007,
compared to approximately $241.4 million for fiscal 2006. The difference between our net income of
approximately $86.2 million in fiscal 2007, and the approximately $258.1 million of operating cash
flow was primarily
Page 35
attributable to:
|
|
|
depreciation and amortization expense of approximately $80.2 million; |
|
|
|
|
loss from equity investments of approximately $58.1 million; |
|
|
|
|
deferred income taxes of approximately $23.4 million; |
|
|
|
|
impairments of long-lived assets of approximately $8.2 million; |
|
|
|
|
a decrease in receivables of approximately $7.5 million; |
|
|
|
|
an increase in accounts payable and other liabilities of approximately $5.0 million; and |
|
|
|
|
stock-based compensation of approximately $4.0 million |
These differences were partially offset by deposits with the Service of
approximately $7.1 million, a decrease in deferred income of approximately $5.7 million and an
increase in inventories, prepaid expenses and other assets of approximately $2.1 million.
Net cash used in investing activities was approximately $144.3 million for fiscal 2007, compared to
approximately $307.1 million for fiscal 2006. Our use of cash in fiscal 2007, for investing
activities reflects capital expenditures of approximately $96.1 million, our acquisition of the
remaining 62.5 percent interest in
Raceway Associates we did not previously own totaling approximately $87.1 million, net of cash
acquired, and purchases of short-term investments of approximately $66.6 million. This use of cash
is partially offset by approximately $105.3 million in proceeds from the sale of short-term
investments.
Net cash used in financing activities was approximately $116.2 million for fiscal 2007, compared to
approximately $5.4 million for fiscal 2006. Cash used in financing activities in fiscal 2007,
consists primarily of acquisitions of previously issued common stock totaling approximately $81.5
million, payments of approximately $29.9 million of long term debt primarily consisting of debt
assumed in connection with the acquisition of Raceway Associates and cash dividends paid totaling
approximately $5.3 million. We also borrowed and repaid approximately $65.0 million under our
credit facility during this period.
Capital Expenditures
Capital expenditures totaled approximately $96.1 million for fiscal 2007, compared to approximately
$110.4 million for fiscal 2006. The capital expenditures during fiscal 2007, related to the
construction of certain buildings supporting our operations and administration functions in Daytona
Beach, Florida, seats and club additions at Richmond, infield renovations and grandstand seat
restorations at Daytona, enhanced seating areas and a new premium recreational vehicle parking area
at Michigan and a variety of other improvements and renovations to our facilities.
At November 30, 2007, we have approximately $76.1 million in capital projects currently approved
for our existing facilities. These projects include the installation of lighting at Chicagoland,
construction of new media centers at Homestead and Watkins Glen
International ( Watkins Glen), improvements at Darlington
including a new tunnel, suite renovations and repaving of the racing surface, installation of
grandstand escalators at Richmond and California and a variety of other improvements and
renovations to our facilities that enable us to effectively compete with other sports venues for
consumer and corporate spending.
As a result of these currently approved projects and estimated additional approvals in fiscal 2008,
we expect our total fiscal 2008 capital expenditures at our existing facilities will be
approximately $90.0 million to $100.0 million, depending on the timing of certain projects.
We review the capital expenditure program periodically and modify it as required to meet current
business needs.
Page 36
Future Liquidity
Long-Term Obligations and Commitments
On April 23, 2004, we completed an offering of $300.0 million principal amount of unsecured senior
notes in a private placement. On September 27, 2004, we completed an offer to exchange the senior
notes for registered senior notes with substantially identical terms (2004 Senior Notes). At
November 30, 2007, outstanding 2004 Senior Notes totaled approximately $300.5 million, net of
unamortized discounts and premium, which is comprised of $150.0 million principal amount unsecured
senior notes, which bear interest at 4.2 percent and are due April 2009, and $150.0 million
principal amount unsecured senior notes, which bear interest at 5.4 percent and are due April 2014.
The 2004 Senior Notes require semi-annual interest payments on April 15 and October 15 through
their maturity. The 2004 Senior Notes may be redeemed in whole or in part, at our option, at any
time or from time to time at redemption prices as defined in the indenture. Our subsidiaries are
guarantors of the 2004 Senior Notes.
In connection with our February 2, 2007, acquisition of the 62.5 percent ownership interest in
Raceway Associates we did not previously own, we assumed approximately $39.7 million in third party
debt, consisting of three bank term loans and two revenue bonds payable. The first bank term loan
(Chicagoland Term Loan) was a construction loan for the development of Chicagoland with principal
outstanding at the date of acquisition of approximately $28.4 million. We paid the remaining
principal and accrued interest on the Chicagoland Term Loan subsequent to the acquisition in
February 2007. The second bank term loan (4.9 percent Bank Loan) consists of a construction and
mortgage note with principal outstanding at the date of acquisition of approximately $3.3 million,
original 20 year term due June 2018, with a current interest rate of 4.9 percent and a monthly
payment of $48,000 principal and interest. The interest rate and monthly payments will be adjusted
on June 1, 2008, and 2013. At November 30, 2007, outstanding principal on the 4.9 percent Bank Loan
was approximately $3.0 million. The third bank term loan (6.3 percent Bank Loan) consists of a
mortgage note with principal outstanding at the date of acquisition of approximately $271,000,
original five year term due February 2008, with a fixed interest rate of 6.3 percent and a monthly
payment of $25,000 principal and interest. At November 30, 2007, outstanding principal on the 6.3
percent Bank Loan was approximately $54,000. The first revenue bonds payable (5.8 percent Revenue
Bonds) consist of economic development revenue bonds issued by the City of Joliet, Illinois to
finance certain land improvements with principal outstanding at the date of acquisition of
approximately $2.5 million. The 5.8 percent Revenue Bonds have an initial interest rate of 5.8
percent and a monthly payment of $29,000 principal and interest. The interest rate will be adjusted
on June 1, 2008 and will continue until maturity in June 2018. At November 30, 2007, outstanding
principal on the 5.8 percent Revenue Bonds was approximately $2.3 million. The second revenue bonds
payable (6.8 percent Revenue Bonds) are special service area revenue bonds issued by the City of
Joliet, Illinois to finance certain land improvements with principal outstanding at the date of
acquisition of approximately $5.2 million. The 6.8 percent Revenue Bonds are billed and paid as a
special assessment on real estate taxes. Interest payments are due on a semi-annual basis at 6.8
percent with principal payments due annually. Final maturity of the 6.8 percent Revenue Bonds is
January 2012. At November 30, 2007, outstanding principal on the 6.8 percent Revenue Bonds was
approximately $5.2 million.
In January 1999, the Unified Government issued approximately $71.3 million in TIF bonds in
connection with the financing of construction of Kansas Speedway. At November 30, 2007, outstanding
TIF bonds totaled approximately $66.6 million, net of the unamortized discount, which is comprised
of a $17.9 million principal amount, 6.2 percent term bond due December 1, 2017 and a $49.7 million
principal amount, 6.8 percent term bond due December 1, 2027. The TIF bonds are repaid by the
Unified Government with payments made in lieu of property taxes (Funding Commitment) by our
wholly-owned subsidiary, Kansas Speedway Corporation. Principal (mandatory redemption) payments per
the Funding Commitment are payable by Kansas Speedway Corporation on October 1 of each year. The
semi-annual interest component of the Funding Commitment is payable on April 1 and October 1 of
each year. Kansas Speedway
Page 37
Corporation granted a mortgage and security interest in the Kansas project for its Funding
Commitment obligation.
In October 2002, the Unified Government issued subordinate sales tax special obligation revenue
bonds (2002 STAR Bonds) totaling approximately $6.3 million to reimburse us for certain
construction already completed on the second phase of the Kansas Speedway project and to fund
certain additional construction. The 2002 STAR Bonds, which require annual debt service payments
and are due December 1, 2022, will be retired with state and local taxes generated within the
Kansas Speedways boundaries and are not our obligation. Kansas Speedway Corporation has agreed to
guarantee the payment of principal, any required premium and interest on the 2002 STAR Bonds. At
November 30, 2007, the Unified Government had approximately $3.8 million in 2002 STAR Bonds
outstanding. Under a keepwell agreement, we have agreed to provide financial assistance to Kansas
Speedway Corporation, if necessary, to support its guarantee of the 2002 STAR Bonds.
On June 16, 2006, we entered into a $300.0 million revolving credit facility (2006 Credit
Facility). The 2006 Credit Facility contains a feature that allows us to increase the credit
facility to a total of $500.0 million, subject to certain conditions. The 2006 Credit Facility is
scheduled to mature in June 2011, and accrues interest at LIBOR plus 30.0 80.0 basis points,
based on our highest debt rating as determined by specified rating agencies. At November 30, 2007,
we did not have any borrowings outstanding under the Credit Facility.
We have guaranteed minimum royalty payments under certain agreements through December 2015, with a
remaining maximum exposure at November 30, 2007, of approximately $12.5 million.
At November 30, 2007 we had contractual cash obligations to repay debt and to make payments under
operating agreements, leases and commercial commitments in the form of guarantees and unused lines
of credit. Payments due under these long-term obligations are as follows as of November 30, 2007
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations Due by Period |
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
After |
|
|
Total |
|
One Year |
|
2-3 Years |
|
4-5 Years |
|
5 Years |
|
|
|
Long-term debt |
|
$ |
378,102 |
|
|
$ |
2,538 |
|
|
$ |
155,752 |
|
|
$ |
6,923 |
|
|
$ |
212,889 |
|
Motorsports entertainment facility
operating agreement |
|
|
35,880 |
|
|
|
2,220 |
|
|
|
4,440 |
|
|
|
4,440 |
|
|
|
24,780 |
|
Other operating leases |
|
|
50,516 |
|
|
|
4,993 |
|
|
|
6,642 |
|
|
|
3,123 |
|
|
|
35,758 |
|
|
|
|
Total Contractual Cash Obligations |
|
$ |
464,497 |
|
|
$ |
9,750 |
|
|
$ |
166,834 |
|
|
$ |
14,486 |
|
|
$ |
273,427 |
|
|
|
|
Page 38
Commercial commitment expirations are as follows as of November 30, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment Expiration by Period |
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
After |
|
|
Total |
|
One Year |
|
2-3 Years |
|
4-5 Years |
|
5 Years |
|
|
|
Guarantees |
|
$ |
16,255 |
|
|
$ |
535 |
|
|
$ |
630 |
|
|
$ |
645 |
|
|
$ |
14,445 |
|
Unused credit facilities |
|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
|
|
|
|
|
|
|
Total Commercial Commitments |
|
$ |
316,255 |
|
|
$ |
535 |
|
|
$ |
630 |
|
|
$ |
300,645 |
|
|
$ |
14,445 |
|
|
|
|
Stock Purchase Plan
In December 2006 we announced that our Board of Directors had authorized the Stock Purchase Plan
under which we could purchase up to $50.0 million of our outstanding Class A common shares. In July
2007, our Board of Directors authorized a $100.0 million increase to the Stock Purchase Plan
allowing us to purchase up to a total of $150.0 million of our outstanding Class A common shares
through November 30, 2008. The timing and amount of any shares repurchased under the Stock
Purchase Plan will depend on a variety of factors, including price, corporate and regulatory
requirements, capital availability and other market conditions. The Stock Purchase Plan may be
suspended or discontinued at any time without prior notice. No shares have been or will be
knowingly purchased from Company insiders or their affiliates. During fiscal 2007, we purchased
1,642,114 shares of our Class A common shares, at an average cost of approximately $49.33 per share
(including commissions), for a total of approximately $81.0 million under the Stock Purchase Plan.
At November 30, 2007, we have approximately $69.0 million remaining under the existing stock
repurchase program.
Speedway Developments
In light of NASCARs publicly announced position regarding additional potential realignment of the
NASCAR NEXTEL Cup Series schedule, we also believe there are potential development opportunities in
other new, underserved markets across the country. As such, we have been and are exploring
opportunities for public/private partnerships targeted to develop one or more motorsports
entertainment facilities in new markets, including Denver, Colorado, the Northwest US and the New
York Metropolitan area.
Denver Speedway Development
In February 2007, we announced that we are exploring the possibility of pursuing a public-private
partnership to develop a national-level motorsports entertainment facility in the Denver
metropolitan region.
Through a wholly-owned subsidiary, we look forward to working with public entities to explore the
feasibility of a jointly funded motorsports entertainment facility that could accommodate
approximately 75,000 fans and bring considerable economic impact to the area.
The project is in a very early phase and we do not have a pre-determined timetable for determining
a
Page 39
specific course of action concerning the pursuit of a public-private partnership to fund the project.
Northwest US Speedway Development
Since 2005, we had been pursuing development of a motorsports entertainment facility in Kitsap County, Washington, which required
State Legislation to help finance the project. In early 2007 this legislation was introduced in both the Washington State House of
Representatives and Senate. On April 2, 2007, we announced that despite agreeing to substantial changes to the required legislation
it had become apparent that additional modifications would be proposed to the bill. Due to the increased risk that the collective
modifications would have a significant negative impact on the projects financial model, we felt it was in our best long-term interest
to discontinue our efforts at the site. As a result, we recorded a non-cash pre-tax charge in fiscal 2007 of approximately $5.9
million, or $0.07 per diluted share after-tax, to reflect the write-off of certain capitalized costs including legal, consulting,
capitalized interest and other project-specific costs. The charge is included in Impairment of Long-lived Assets in our consolidated
statements of operations for the year ended November 30, 2007. We still believe the Pacific Northwest represents an attractive
long-term opportunity, and remain interested in a motorsports entertainment facility development project in the region.
New York Metropolitan Speedway Development
During fiscal 1999, we announced our intention to search for a site for a major motorsports entertainment facility in the New York
metropolitan area. Our efforts included the evaluation of many different locations. Most recently, we identified a combination of land
parcels in the New York City borough of Staten Island aggregating approximately 676 acres that we targeted for the development of a
major motorsports entertainment and retail development project. Our then majority-owned subsidiary, 380 Development, purchased the
total 676 acres for approximately $110.4 million in early fiscal 2005.
In December 2006, we announced our decision to discontinue pursuit of a speedway development on Staten Island. The decision was driven
by a variety of factors, including: (1) the inability to secure the critical local political support that is necessary to secure the
required land-use change approvals for a speedway development; (2) even if we had secured the necessary political support, it became
apparent that we would have been faced with unacceptable approval requirements, including operational restrictions that would have
made the facility difficult to operate and a significant challenge to market; and (3) the increased risk that these unacceptable
approval requirements could result in higher construction spending and annual operating costs, which would have a significant negative
impact on the financial model for the speedway development.
The decision to discontinue our speedway development efforts on Staten Island resulted in a non-cash, pre-tax charge in our fiscal
2006 fourth quarter results of approximately $84.7 million, or $1.01 per diluted share after-tax. Accounting rules generally accepted
in the US require that the property be valued at its then current fair value, which was estimated by an independent appraisal at
approximately $65.0 million. Prior to the write-off, we had capitalized spending of approximately $150.0 million through November 30,
2006, including: (1) $123.0 million for land and related improvements, (2) $11.0 million for costs related solely to the development
of the speedway, and (3) $16.0 million for capitalized interest and property taxes. The value of the property is expected to be in
excess of $100.0 million once it is filled and ready for sale. As previously discussed, we ceased fill operations while we addressed
certain issues the DEC and DOS raised, including the presence of, and potential need to remediate, fill containing constituents above
regulatory thresholds. In May 2007, we entered into a Consent Order with DEC to resolve the issues surrounding these fill operations
and the prior placement of fill at the site that contained constituents above regulatory thresholds. The Consent Order requires us to
remove non-compliant fill pursuant to the comprehensive fill removal plan. We commenced fill removal activities in September 2007, and
we expect the fill removal to be complete in the first quarter of fiscal 2008. The Consent Order also required us to pay a penalty to
DEC
Page 40
of $562,500, half of which was paid in May 2007 and the other half of which has been suspended so long as we comply with the terms
of the Consent Order. The estimated total costs, including the portion of the penalty which has been paid, attributable to the
expected fill removal process of approximately $4.9 million, or $0.06 per diluted share has been recognized as an Impairment of
Long-lived Assets in our consolidated statements of operations for the fiscal year ended November 30, 2007. We continue to evaluate
the existence of other responsible parties and potential recoveries from such parties, if any. We expect to resume fill operations
within the next several months after complying with the Consent Order and once other appropriate regulatory approvals are obtained.
The property is currently marketed for sale and we are confident that, on a timely basis, we will agree to terms with a buyer.
Although we are disappointed that our speedway development efforts were unsuccessful on Staten Island, we remain committed to pursuing
the development of a motorsports entertainment facility in the region. Due to the considerable interest in and support for NASCAR
racing in the metro New York market, we believe a premier motorsports entertainment facility will have a significant positive impact
on the areas economy and prove to be a long-term community asset.
Daytona Live! Development
In May 2007, we announced we had entered into a 50/50 joint venture (the Joint Venture) with The Cordish Company (Cordish), one of
the largest and most respected developers in the country, to explore a potential mixed-use entertainment destination development to
be named Daytona Live!, on 71 acres we currently own. Located directly across International Speedway Boulevard (U.S. Highway 92) from
our Daytona motorsports entertainment facility, the acreage currently includes an office building that houses our corporate
headquarters and certain offices of NASCAR. Preliminary conceptual designs call for a 200,000 square foot mixed-use
retail/dining/entertainment area as well as a 2,500-seat movie theater, a residential component and a 160-room hotel. In addition,
the initial development could also include approximately 188,000 square feet of office space to house the headquarters of ISC, NASCAR,
Grand American and their related businesses, and additional space for other tenants. Final design plans for the initial development
are expected to be completed by the middle of 2008 and will incorporate the results of local market studies and further project
analysis. The Joint Venture is hopeful to receive all necessary permitting and other approvals for the initial development in the
next twelve months. The current estimated cost for the initial development is approximately $250.0 million. Both ISC and Cordish
will contribute an equal amount of equity to the joint venture. We expect our contribution to range between $15.0 million and $20.0
million in cash, as well as land currently owned. The remainder of the project will be primarily privately financed by the Joint
Venture. However, specific financing considerations for the Joint Venture are dependent on several factors including lease
arrangements and availability of public incentives. Lastly, if the Joint Venture proceeds with the project, it is expected that our
existing office building, which is not fully depreciated, will be razed once the new office building is completed. We expect to
recognize approximately $2.1 million, or $0.03 per diluted share, of additional depreciation during fiscal 2008.
Kansas Hotel and Casino Development
In April 2007, the Kansas State Legislature authorized four land-based casino licenses, including one for Wyandotte County. The
Kansas Lottery Commission will act as the states casino owner and will recommend one or more managers to the Kansas Gaming Commission
which has final approval in selecting the company to manage the one casino permitted under state law for Wyandotte County. In
September 2007, our wholly owned subsidiary Kansas Speedway Development Corporation (KSDC) and Cordish
submitted a joint proposal to the Unified Government of Kansas City and Wyandotte County for the development of a casino, hotel and
retail and entertainment project in Wyandotte County, on property adjacent to Kansas Speedway. As of December 13, 2007, the Unified
Government has approved rezoning of 102 acres at Kansas Speedway to allow development of the
Page 41
proposed project and endorsed our
proposal (among others) to the Kansas Lottery for further consideration in compliance with procedures originally established by the
Kansas Lottery. The Lottery Commission is presently evaluating proposals for Wyandotte County casino projects and will then seek to
negotiate management agreements with those managers it intends to recommend to the Gaming Commission. By statute, the timeline for
this process would take between 150 and 270 days, with an outside completion date of October 2008. The initial development is
expected to cost in excess of $670.0 million, and would be financed by the joint venture between KSDC and Cordish. In December 2007,
the joint venture negotiated a memorandum of understanding with Hard Rock Hotel Holdings to brand the entertainment destination
development as a Hard Rock Hotel & Casino.
Internal Revenue Service Examination
The Service is currently performing a periodic examination of our federal income tax returns for the years ended November 30, 1999
through 2005 and has challenged the tax depreciation treatment of a significant portion of our motorsports entertainment facility
assets. Through November 30, 2007, we have received reports from the Service requesting downward adjustments to our tax depreciation
expense for the fiscal years ended November 30, 1999 through 2005, which could potentially result in the reclassification of
approximately $101.1 million of income taxes from deferred to current. Including related interest, the combined after-tax cash flow
impact of these requested adjustments is approximately $117.9 million. In order to prevent incurring additional interest related to
fiscal 2005 and prior years, we have approximately $117.9 million on deposit with the Service as of November 30, 2007, which is
classified as long-term assets in our consolidated financial statements. Our deposits are not a payment of tax, and we will receive
accrued interest on any of these funds ultimately returned to us. Including related interest, we estimate the combined after-tax cash
flow impact of future additional federal tax adjustments for fiscal 2006, and related state tax revisions and interest for all
periods, to range between $30.0 million and $40.0 million at November 30, 2007. In June 2007 the Service commenced the administrative
appeals process which is expected to take up to twelve months to complete. If our appeal is not resolved satisfactorily, we will
evaluate all of our options, including litigation. We believe that our application of the federal income tax regulations in question,
which have been applied consistently since their enactment and have been subjected to previous IRS audits, is appropriate, and we
intend to vigorously defend the merits of our position. In accordance with SFAS No. 109 Accounting for Income Taxes, we have accrued
a deferred tax liability based on the differences between our financial reporting and tax bases of such assets in our consolidated
balance sheet as of November 30, 2007. While an adverse resolution of these matters could result in a material negative impact on cash
flow, including payment of taxes from amounts currently on deposit with the Service, we believe that we have provided adequate
reserves related to these matters including interest charges through November 30, 2007 totaling approximately $13.7 million, and, as a
result, do not expect that such an outcome would have a material adverse effect on results of operations. It is important to note the
Federal American Jobs Creation Act of 2004 legislation, which was effective on October 23, 2004, provides owners of motorsports
entertainment facility assets a seven-year recovery period for tax depreciation purposes. The motorsports provision applies
prospectively from the date of enactment through January 1, 2008. We and others in the industry are pursuing an extension of this
seven-year prospective tax depreciation provision.
Future Cash Flows
Our cash flow from operations consists primarily of ticket, hospitality, merchandise, catering and
concession sales and contracted revenues arising from television broadcast rights and marketing
partnerships. We believe that cash flows from operations, along with existing cash, cash equivalents,
short-term investments and available borrowings under our 2006 Credit Facility, will be sufficient to fund:
|
|
|
operations and approved capital projects at existing facilities for the foreseeable future; |
Page 42
|
|
|
payments required in connection with the funding of the Unified Governments debt service
requirements related to the TIF bonds; |
|
|
|
|
payments related to our existing debt service commitments; |
|
|
|
|
payments for share repurchases under our Stock Purchase Plan; |
|
|
|
|
any potential payments associated with our keepwell agreements; |
|
|
|
|
any equity contributions in connection with the Daytona Live! and Kansas Hotel and Casino
developments; |
|
|
|
|
any payment of tax that may ultimately occur as a result of the examination by the Service;
and |
|
|
|
|
the fees and expenses incurred in connection with the current legal proceeding discussed in
Part II Legal Proceedings. |
We remain interested in pursuing further development and/or acquisition opportunities (including the
possible development of new motorsports entertainment facilities, such as the New York metropolitan area,
the Northwest US, Denver and other areas), the timing, size and success, as well as associated potential
capital commitments, of which are unknown at this time. Accordingly, a material acceleration of our growth
strategy could require us to obtain additional capital through debt and/or equity financings. Although
there can be no assurance, we believe that adequate debt and equity financing will be available on
satisfactory terms.
While we expect our strong operating cash flow to continue in the future, our financial results depend
significantly on a number of factors relating to consumer and corporate spending, including economic
conditions affecting marketing dollars available from the motorsports industrys principal sponsors.
Consumer and corporate spending could be adversely affected by economic, security and other lifestyle
conditions resulting in lower than expected future operating cash flows. General economic conditions were
significantly and negatively impacted by the September 11, 2001 terrorist attacks and the war in Iraq and
could be similarly affected by any future attacks or fear of such attacks, or by conditions resulting from
other acts or prospects of war. Any future attacks or wars or related threats could also increase our
expenses related to insurance, security or other related matters. Also, our financial results could be
adversely impacted by a widespread outbreak of a severe epidemiological crisis. The items discussed above
could have a singular or compounded material adverse affect on our financial success and future cash flow.
Inflation
We do not believe that inflation has had a material impact on our operating costs and earnings.
Recent Accounting Pronouncements
In June 2006 the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements
in accordance with SFAS No. 109, Accounting for Income Taxes. The interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. This interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and
transition. This interpretation is effective for fiscal years beginning after December 15, 2006. We do
not believe the adoption of this interpretation in our first quarter of fiscal 2008 will have a significant
impact on our financial position and results of operations.
Page 43
In June 2006 the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 06-03, How Taxes
Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income
Statement. EITF No. 06-03 addresses the accounting for externally imposed taxes on revenue-producing
transactions that take place between a seller and its customer, including, but not limited to sales, use,
value added, and certain excise taxes. EITF No. 06-03 also provides guidance on the disclosure of an
entitys accounting policies for presenting such taxes on a gross or net basis and the amount of such taxes
reported on a gross basis. Our adoption of this EITF in the second
quarter of fiscal 2007 did not have an impact on our financial
statements and we have disclosed our accounting policy for presenting
such taxes.
In September 2006 the FASB issued SFAS No. 157, Fair Value Measurements which establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. SFAS No 157 applies under other accounting pronouncements that require or permit
fair value measurements and, accordingly, SFAS No. 157 does not require any new fair value measurements.
SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. We do not believe the adoption of this statement in our first
quarter of fiscal 2008 will have a significant impact on our financial position and results of operations.
In February 2007 the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities.
SFAS No. 159 gives companies the irrevocable option to carry many financial assets and liabilities at fair values,
with changes in fair value recognized in earnings. SFAS No. 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal years. We have elected not to measure
eligible items at fair value and do not believe the adoption of this statement in our first quarter of fiscal 2008 will
have a significant impact on our financial position and results of operations.
In December 2007 the FASB issued SFAS No. 141 (Revised 2007),
Business Combinations which replaces SFAS No. 141.
SFAS No. 141R retains the purchase method of accounting for acquisitions, but requires a number of changes,
including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the
recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process
research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141R is
effective for business combinations for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. We will
adopt the provisions of this statement in fiscal 2010.
In December 2007 the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB 51. SFAS No. 160 changes the accounting and reporting
for minority interests. Minority interests will be recharacterized as noncontrolling interests
and will be reported as a component of equity separate from the parents equity, and purchases
or sales of equity interests that do not result in a change in control will be accounted for as
equity transactions. In addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and upon a loss of control,
the interest sold, as well as any interest retained, will be recorded at fair value with any gain
or loss recognized in earnings. SFAS No. 160 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years,
except for the presentation and disclosure requirements, which will apply retrospectively.
We are currently evaluating the potential impact that the adoption of this statement will have
on our financial position and results of operations.
Page 44
Factors That May Affect Operating Results
This report and the documents incorporated by reference may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. You can identify a forward-looking statement by our use of the words
anticipate, estimate, expect, may, believe, objective, projection, forecast, goal, and
similar expressions. These forward-looking statements include our statements regarding the timing of future
events, our anticipated future operations and our anticipated future financial position and cash
requirements. Although we believe that the expectations reflected in our forward-looking statements are
reasonable, we do not know whether our expectations will prove correct. We disclose the important factors
that could cause our actual results to differ from our expectations in cautionary statements made in this
report and in other filings we have made with the Securities and Exchange Commission. All subsequent
written and oral forward-looking statements attributable to us or to persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of the risk factors
described in this report and other factors set forth in or incorporated by reference in this report.
Many of these factors are beyond our ability to control or predict. We caution you not to put undue
reliance on forward-looking statements or to project any future results based on such statements or on
present or prior earnings levels. Additional information concerning these, or other factors, which could
cause the actual results to differ materially from those in the forward-looking statements is contained
from time to time in our other SEC filings. Copies of those filings are available from us and/or the SEC.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to market risk from changes in interest rates in the normal course
of business. Our interest income and expense are most sensitive to changes in the
general level of U.S. interest rates and the LIBOR rate. In order to manage this
exposure, from time to time we use a combination of debt instruments, including
the use of derivatives in the form of interest rate swap agreements. We do not
enter into any derivatives for trading purposes.
The objective of our asset management activities is to provide an adequate level
of interest income and liquidity to fund operations and capital expansion, while
minimizing market risk. We utilize overnight sweep accounts and short-term
investments to minimize the interest rate risk. We do not believe that our
interest rate risk related to our cash equivalents and short-term investments is
material due to the nature of the investments.
Our objective in managing our interest rate risk on our debt is to negotiate the
most favorable interest rate structures that we can and, as market conditions
evolve, adjust our balance of fixed and variable rate debt to optimize our
overall borrowing costs within reasonable risk parameters. Interest rate swaps
are used from time to time to convert a portion of our debt portfolio from a
variable rate to a fixed rate or from a fixed rate to a variable rate.
The following analysis provides quantitative information regarding our exposure
to interest rate risk. We utilize valuation models to evaluate the sensitivity of
the fair value of financial instruments with exposure to market risk that assume
instantaneous, parallel shifts in interest rate yield curves. There are certain
Page 45
limitations inherent in the sensitivity analyses presented, primarily due to the
assumption that interest rates change instantaneously. In addition, the analyses
are unable to reflect the complex market reactions that normally would arise from
the market shifts modeled.
As described in Note 8 to the consolidated financial statements, we have various
debt instruments that are issued at fixed rates. These financial instruments,
which have a fixed rate of interest, are exposed to fluctuations in fair value
resulting from changes in market interest rates. The fair values of long-term
debt are based on quoted market prices at the date of measurement. Our credit
facilities approximate fair value as they bear interest rates that approximate
market. At November 30, 2007, we did not have any variable debt outstanding;
therefore, a hypothetical increase in interest rates by 1.0 percent would not
result in an increase in our interest expense. At November 30, 2007, the fair
value of our total long-term debt as determined by quotes from financial
institutions was approximately $383.4 million. The potential decrease in fair
value resulting from a hypothetical 10.0 percent shift in interest rates would be
approximately $5.5 million at November 30, 2007.
From time to time we utilize derivative investments in the form of interest rate
swaps to manage the fixed and floating interest rate mix of our total debt
portfolio and related overall cost of borrowing. The notional amount, interest
payment and maturity dates of the swaps match the terms of the debt they are
intended to modify. At November 30, 2007 we did not have any interest rate swap
agreements in place.
Credit risk arises from the possible inability of counterparties to meet the
terms of their contracts on a net basis. However, we minimize such risk exposures
for these instruments by limiting counterparties to large banks and financial
institutions that meet established credit guidelines. We do not expect to incur
any losses as a result of counterparty default.
Page 46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
International Speedway Corporation
We have audited the accompanying consolidated balance sheets of International
Speedway Corporation and subsidiaries (the Company) as of November 30, 2006 and 2007, and the
related consolidated statements of operations, shareholders equity and cash
flows for each of the three years in the period ended November 30, 2007. Our
audits also included the financial statement schedule listed in Item 15a. These
financial statements and schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits. The financial statements of
Motorsports Authentics, LLC (a corporation in which International Speedway
Corporation has a 50 percent interest), have been audited by other auditors whose
report has been furnished to us, and our opinion on the consolidated financial
statements, as of November 30, 2007 and for the year then ended, insofar as it relates to the amounts included for Motorsports
Authentics, LLC, is based solely on the report of the other auditors. In the
consolidated financial statements, International Speedway Corporations
investment in Motorsports Authentics, LLC is stated at $76
million at November 30, 2007, and the Companys equity
in the net loss of Motorsports Authentics, LLC is stated at $57
million for the year then ended.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 and the report of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of other auditors the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of International
Speedway Corporation and subsidiaries at November 30, 2006 and 2007, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended November 30, 2007, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of International
Speedway Corporations internal control over financial reporting as of November
30, 2007, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated January 28, 2008, expressed an unqualified
opinion thereon.
Ernst & Young LLP
Certified Public Accountants
Jacksonville, Florida
January 28, 2008
Page 47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
We have
audited International Speedway Corporations (the Company) internal control over financial reporting as
of November 30, 2007, based on criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
International Speedway Corporations management is responsible for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control
over financial reporting included in the accompanying Report of Management on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Report of Management on International Speedway Corporations
Internal Control Over Financial Reporting, managements assessment of and conclusion on the
effectiveness of internal control over financial reporting did not include the internal controls of
a motorsports entertainment complex acquired during 2007, which is included in the 2007
consolidated financial statements of International Speedway Corporation and constituted $191
million of total assets as of November 30, 2007, and $48
million of revenues and $7 million of net income for the year then ended. Management did not assess
the effectiveness of internal control over financial reporting at this motorsports entertainment
complex because of the timing of the acquisition which was completed in February 2007. Our audit of
internal control over financial reporting of International Speedway Corporation also did not
include an evaluation of the internal control over financial reporting of this motorsports
entertainment complex.
In our opinion, International Speedway Corporation maintained, in all material respects, effective
internal control over financial reporting as of November 30, 2007, based on the COSO criteria.
Page 48
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of International Speedway Corporation as of
November 30, 2007 and 2006, and the related consolidated statements of operations, shareholders
equity, and cash flows for each of the three years in the period ended November 30, 2007 of International Speedway Corporation and our report
dated January 28, 2008 expressed an unqualified opinion thereon. The financial statements of
Motorsports Authentics, LLC (a corporation in which International Speedway
Corporation has a 50 percent
interest), have been audited by other auditors whose report has been furnished to us, and our
opinion on the consolidated financial statements, as of November 30,
2007 and for the year then ended, insofar as it relates to the amounts included for
Motorsports Authentics, LLC, is based solely on the report of the other auditors. In the consolidated
financial statements, International Speedway Corporations
investment in Motorsports Authentics, LLC is
stated at $76 million, at November 30, 2007, and the
Companys equity in the net loss of Motorsports Authentics, LLC
is stated at $57 million, for the year then ended.
Ernst & Young LLP
Certified Public Accountants
Jacksonville, Florida
January 28, 2008
Page 49
INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
November 30, |
|
|
2006 |
|
2007 |
|
|
(In Thousands) |
ASSETS |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
59,681 |
|
|
$ |
57,316 |
|
Short-term investments |
|
|
78,000 |
|
|
|
39,250 |
|
Receivables, less allowance of $1,000 in 2006 and $1,200 in 2007 |
|
|
52,699 |
|
|
|
46,860 |
|
Inventories |
|
|
3,976 |
|
|
|
4,508 |
|
Deferred income taxes |
|
|
995 |
|
|
|
1,345 |
|
Prepaid expenses and other current assets |
|
|
8,251 |
|
|
|
10,547 |
|
|
|
|
Total Current Assets |
|
|
203,602 |
|
|
|
159,826 |
|
|
|
|
|
|
|
|
|
|
Property and Equipment, net |
|
|
1,157,313 |
|
|
|
1,303,178 |
|
Other Assets: |
|
|
|
|
|
|
|
|
Equity investments |
|
|
175,915 |
|
|
|
76,839 |
|
Intangible assets, net |
|
|
149,314 |
|
|
|
178,984 |
|
Goodwill |
|
|
99,507 |
|
|
|
118,791 |
|
Deposits with Internal Revenue Service |
|
|
110,813 |
|
|
|
117,936 |
|
Other |
|
|
25,595 |
|
|
|
26,563 |
|
|
|
|
|
|
|
561,144 |
|
|
|
519,113 |
|
|
|
|
Total Assets |
|
$ |
1,922,059 |
|
|
$ |
1,982,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
770 |
|
|
$ |
2,538 |
|
Accounts payable |
|
|
29,577 |
|
|
|
37,508 |
|
Deferred income |
|
|
124,254 |
|
|
|
128,631 |
|
Income taxes payable |
|
|
22,477 |
|
|
|
22,179 |
|
Other current liabilities |
|
|
19,226 |
|
|
|
21,447 |
|
|
|
|
Total Current Liabilities |
|
|
196,304 |
|
|
|
212,303 |
|
|
|
|
|
|
|
|
|
|
Long-Term Debt |
|
|
367,324 |
|
|
|
375,009 |
|
Deferred Income Taxes |
|
|
191,642 |
|
|
|
214,109 |
|
Long-Term Deferred Income |
|
|
10,808 |
|
|
|
15,531 |
|
Other Long-Term Liabilities |
|
|
866 |
|
|
|
6,077 |
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
Shareholders Equity: |
|
|
|
|
|
|
|
|
Class A Common Stock, $.01 par value, 80,000,000 shares authorized;
31,078,307 and 30,010,422 issued and outstanding in 2006 and 2007, respectively |
|
|
311 |
|
|
|
300 |
|
Class B Common Stock, $.01 par value, 40,000,000 shares authorized;
22,100,263 and 21,593,025 issued and outstanding in 2006 and 2007, respectively |
|
|
221 |
|
|
|
216 |
|
Additional paid-in capital |
|
|
698,396 |
|
|
|
621,528 |
|
Retained earnings |
|
|
456,187 |
|
|
|
537,044 |
|
|
|
|
Total Shareholders Equity |
|
|
1,155,115 |
|
|
|
1,159,088 |
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
1,922,059 |
|
|
$ |
1,982,117 |
|
|
|
|
See accompanying notes
Page 50
INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30, |
|
|
2005 |
|
2006 |
|
2007 |
|
|
(In Thousands, Except Per Share Amounts) |
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
Admissions, net |
|
$ |
234,768 |
|
|
$ |
235,251 |
|
|
$ |
253,685 |
|
Motorsports related |
|
|
408,514 |
|
|
|
466,095 |
|
|
|
467,804 |
|
Food, beverage and merchandise |
|
|
87,269 |
|
|
|
87,288 |
|
|
|
84,163 |
|
Other |
|
|
9,578 |
|
|
|
9,735 |
|
|
|
10,911 |
|
|
|
|
|
|
|
740,129 |
|
|
|
798,369 |
|
|
|
816,563 |
|
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
Direct: |
|
|
|
|
|
|
|
|
|
|
|
|
Prize and point fund monies and NASCAR sanction fees |
|
|
136,816 |
|
|
|
151,203 |
|
|
|
151,311 |
|
Motorsports related |
|
|
134,395 |
|
|
|
144,445 |
|
|
|
162,722 |
|
Food, beverage and merchandise |
|
|
56,773 |
|
|
|
53,141 |
|
|
|
48,490 |
|
General and administrative |
|
|
95,987 |
|
|
|
106,497 |
|
|
|
118,982 |
|
Depreciation and amortization |
|
|
50,893 |
|
|
|
56,833 |
|
|
|
80,205 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
87,084 |
|
|
|
13,110 |
|
|
|
|
|
|
|
474,864 |
|
|
|
599,203 |
|
|
|
574,820 |
|
|
|
|
Operating income |
|
|
265,265 |
|
|
|
199,166 |
|
|
|
241,743 |
|
Interest income |
|
|
4,860 |
|
|
|
5,312 |
|
|
|
4,990 |
|
Interest expense |
|
|
(12,693 |
) |
|
|
(12,349 |
) |
|
|
(15,628 |
) |
Equity in net income (loss) from equity investments |
|
|
3,516 |
|
|
|
318 |
|
|
|
(58,147 |
) |
|
|
|
Income from continuing operations before income taxes |
|
|
260,948 |
|
|
|
192,447 |
|
|
|
172,958 |
|
Income taxes |
|
|
101,876 |
|
|
|
75,467 |
|
|
|
86,667 |
|
|
|
|
Income from continuing operations |
|
|
159,072 |
|
|
|
116,980 |
|
|
|
86,291 |
|
Income (loss) from discontinued operations, net of income taxes of $0,
($268) and ($166), respectively |
|
|
289 |
|
|
|
(176 |
) |
|
|
(90 |
) |
|
|
|
Net income |
|
$ |
159,361 |
|
|
$ |
116,804 |
|
|
$ |
86,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.99 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
Income (loss) from discontinued operations |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3.00 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.99 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.99 |
|
|
$ |
2.19 |
|
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share |
|
$ |
0.06 |
|
|
$ |
0.08 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
53,128,533 |
|
|
|
53,166,458 |
|
|
|
52,557,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding |
|
|
53,240,183 |
|
|
|
53,270,623 |
|
|
|
52,669,934 |
|
|
|
|
See accompanying notes
Page 51
INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Statements of Changes in Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
Class B |
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Common |
|
Common |
|
|
|
|
|
|
|
|
|
Other |
|
Unearned |
|
|
|
|
Stock |
|
Stock |
|
Additional |
|
|
|
|
|
Comprehensive |
|
Compensation- |
|
Total |
|
|
$.01 Par |
|
$.01 Par |
|
Paid-in |
|
Retained |
|
(Loss) |
|
Restricted |
|
Shareholders |
|
|
Value |
|
Value |
|
Capital |
|
Earnings |
|
Income |
|
Stock |
|
Equity |
|
|
(In Thousands) |
Balance at November 30, 2004 |
|
$ |
289 |
|
|
$ |
244 |
|
|
$ |
696,882 |
|
|
$ |
187,689 |
|
|
$ |
(22 |
) |
|
$ |
(3,344 |
) |
|
$ |
881,738 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159,361 |
|
|
|
|
|
|
|
|
|
|
|
159,361 |
|
Interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
22 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159,383 |
|
Cash dividends ($.06 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,199 |
) |
|
|
|
|
|
|
|
|
|
|
(3,199 |
) |
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
444 |
|
Restricted stock grant |
|
|
1 |
|
|
|
|
|
|
|
2,906 |
|
|
|
|
|
|
|
|
|
|
|
(2,907 |
) |
|
|
|
|
Reacquisition of previously issued
common stock |
|
|
|
|
|
|
|
|
|
|
(426 |
) |
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
|
(511 |
) |
Conversion of Class B Common Stock
to Class A Common Stock |
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures of restricted shares |
|
|
|
|
|
|
|
|
|
|
(74 |
) |
|
|
|
|
|
|
|
|
|
|
46 |
|
|
|
(28 |
) |
Income tax benefit related to restricted
stock plan |
|
|
|
|
|
|
|
|
|
|
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147 |
|
Amortization of unearned compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,981 |
|
|
|
1,981 |
|
|
|
|
Balance at November 30, 2005 |
|
|
295 |
|
|
|
239 |
|
|
|
699,879 |
|
|
|
343,766 |
|
|
|
|
|
|
|
(4,224 |
) |
|
|
1,039,955 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,804 |
|
|
|
|
|
|
|
|
|
|
|
116,804 |
|
Cash dividends ($.08 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,270 |
) |
|
|
|
|
|
|
|
|
|
|
(4,270 |
) |
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189 |
|
Statement 123(R) transition impact on
restricted stock plan |
|
|
(3 |
) |
|
|
|
|
|
|
(4,221 |
) |
|
|
|
|
|
|
|
|
|
|
4,224 |
|
|
|
|
|
Reacquisition of previously issued
common stock |
|
|
|
|
|
|
|
|
|
|
(347 |
) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
(460 |
) |
Conversion of Class B Common Stock
to Class A Common Stock |
|
|
18 |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Award of shares granted under long-term
stock incentive plan |
|
|
1 |
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit related to stock-based
compensation |
|
|
|
|
|
|
|
|
|
|
197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
2,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2700 |
|
|
|
|
Balance at November 30, 2006 |
|
|
311 |
|
|
|
221 |
|
|
|
698,396 |
|
|
|
456,187 |
|
|
|
|
|
|
|
|
|
|
|
1,155,115 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,201 |
|
|
|
|
|
|
|
|
|
|
|
86,201 |
|
Cash dividends ($.10 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,292 |
) |
|
|
|
|
|
|
|
|
|
|
(5,292 |
) |
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
357 |
|
Reacquisition of previously issued
common stock |
|
|
(16 |
) |
|
|
|
|
|
|
(81,448 |
) |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
(81,516 |
) |
Conversion of Class B Common Stock
to Class A Common Stock |
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit related to stock-based
compensation |
|
|
|
|
|
|
|
|
|
|
177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
4,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,046 |
|
|
|
|
Balance at November 30, 2007 |
|
$ |
300 |
|
|
$ |
216 |
|
|
$ |
621,528 |
|
|
$ |
537,044 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,159,088 |
|
|
|
|
See accompanying notes
Page 52
INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
(In Thousands) |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
159,361 |
|
|
$ |
116,804 |
|
|
$ |
86,201 |
|
Adjustments to reconcile net income to net cash provided by
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
50,893 |
|
|
|
56,833 |
|
|
|
80,205 |
|
Stock-based compensation |
|
|
1,953 |
|
|
|
2,700 |
|
|
|
4,046 |
|
Amortization of financing costs |
|
|
569 |
|
|
|
538 |
|
|
|
517 |
|
Deferred income taxes |
|
|
29,208 |
|
|
|
(4,178 |
) |
|
|
23,374 |
|
(Income) loss from equity investments |
|
|
(3,516 |
) |
|
|
(318 |
) |
|
|
58,147 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
87,084 |
|
|
|
8,170 |
|
Excess tax benefits relating to stock-based compensation |
|
|
|
|
|
|
(185 |
) |
|
|
(170 |
) |
Other, net |
|
|
(248 |
) |
|
|
23 |
|
|
|
154 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
7,304 |
|
|
|
(7,142 |
) |
|
|
7,525 |
|
Inventories, prepaid expenses and other assets |
|
|
(644 |
) |
|
|
336 |
|
|
|
(2,142 |
) |
Deposits with Internal Revenue Service |
|
|
(96,913 |
) |
|
|
(13,900 |
) |
|
|
(7,123 |
) |
Accounts payable and other liabilities |
|
|
(5,359 |
) |
|
|
345 |
|
|
|
5,045 |
|
Deferred income |
|
|
9,191 |
|
|
|
(150 |
) |
|
|
(5,712 |
) |
Income taxes |
|
|
(5,027 |
) |
|
|
2,607 |
|
|
|
(121 |
) |
|
|
|
Net cash provided by operating activities |
|
|
146,772 |
|
|
|
241,397 |
|
|
|
258,116 |
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(248,850 |
) |
|
|
(110,374 |
) |
|
|
(96,060 |
) |
Acquisition of businesses, net of cash acquired |
|
|
(12,660 |
) |
|
|
|
|
|
|
(87,111 |
) |
Purchase of equity investments |
|
|
(11,642 |
) |
|
|
(124,565 |
) |
|
|
|
|
Proceeds from short-term investments |
|
|
430,950 |
|
|
|
80,855 |
|
|
|
105,320 |
|
Purchases of short-term investments |
|
|
(324,150 |
) |
|
|
(150,655 |
) |
|
|
(66,570 |
) |
Proceeds from affiliate |
|
|
487 |
|
|
|
128 |
|
|
|
67 |
|
Advance to affiliate |
|
|
|
|
|
|
(3,000 |
) |
|
|
(200 |
) |
Other, net |
|
|
(346 |
) |
|
|
496 |
|
|
|
264 |
|
|
|
|
Net cash used in investing activities |
|
|
(166,211 |
) |
|
|
(307,115 |
) |
|
|
(144,290 |
) |
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds under credit facility |
|
|
|
|
|
|
80,000 |
|
|
|
65,000 |
|
Payments under credit facility |
|
|
|
|
|
|
(80,000 |
) |
|
|
(65,000 |
) |
Payment of long-term debt |
|
|
(7,505 |
) |
|
|
(635 |
) |
|
|
(29,910 |
) |
Deferred financing fees |
|
|
(10 |
) |
|
|
(368 |
) |
|
|
|
|
Cash dividends paid |
|
|
(3,199 |
) |
|
|
(4,270 |
) |
|
|
(5,292 |
) |
Reacquisition of previously issued common stock |
|
|
(511 |
) |
|
|
(460 |
) |
|
|
(81,516 |
) |
Exercise of Class A common stock options |
|
|
444 |
|
|
|
189 |
|
|
|
357 |
|
Excess tax benefits relating to stock-based compensation |
|
|
|
|
|
|
185 |
|
|
|
170 |
|
|
|
|
Net cash used in financing activities |
|
|
(10,781 |
) |
|
|
(5,359 |
) |
|
|
(116,191 |
) |
|
|
|
Net decrease in cash and cash equivalents |
|
|
(30,220 |
) |
|
|
(71,077 |
) |
|
|
(2,365 |
) |
Cash and cash equivalents at beginning of year |
|
|
160,978 |
|
|
|
130,758 |
|
|
|
59,681 |
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
130,758 |
|
|
$ |
59,681 |
|
|
$ |
57,316 |
|
|
|
|
See accompanying notes
Page 53
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2007
NOTE 1 DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS: International Speedway Corporation, including its
wholly-owned subsidiaries (collectively the Company), is a leading promoter
of motorsports entertainment activities in the United States. As of November
30, 2007, the Company owned and/or operated thirteen of the nations major
motorsports entertainment facilities as follows:
|
|
|
|
|
Track Name |
|
Location |
|
Track Length |
Daytona International Speedway
|
|
Daytona Beach, Florida
|
|
2.5 miles |
Talladega Superspeedway
|
|
Talladega, Alabama
|
|
2.6 miles |
Michigan International Speedway
|
|
Brooklyn, Michigan
|
|
2.0 miles |
Richmond International Raceway
|
|
Richmond, Virginia
|
|
0.8 miles |
California Speedway
|
|
Fontana, California
|
|
2.0 miles |
Kansas Speedway
|
|
Kansas City, Kansas
|
|
1.5 miles |
Phoenix International Raceway
|
|
Phoenix, Arizona
|
|
1.0 mile |
Chicagoland Speedway
|
|
Joliet, Illinois
|
|
1.5 miles |
Homestead-Miami Speedway
|
|
Homestead, Florida
|
|
1.5 miles |
Martinsville Speedway
|
|
Martinsville, Virginia
|
|
0.5 miles |
Darlington Raceway
|
|
Darlington, South Carolina
|
|
1.3 miles |
Watkins Glen International
|
|
Watkins Glen, New York
|
|
3.4 miles |
Route 66 Raceway
|
|
Joliet, Illinois
|
|
1/4 mile |
In 2007, these motorsports entertainment facilities promoted well over 100 stock car, open wheel,
sports car, truck, motorcycle and other racing events, including:
|
|
|
21 National Association for Stock Car Auto Racing (NASCAR) NEXTEL Cup Series
events; |
|
|
|
|
16 NASCAR Busch Series events; |
|
|
|
|
nine NASCAR Craftsman Trucks Series events; |
|
|
|
|
six Indy Racing League (IRL) IndyCar Series events; |
|
|
|
|
one National Hot Rod Association (NHRA) POWERade drag racing event; |
|
|
|
|
the premier sports car endurance event in the United States (the Rolex 24 at Daytona
sanctioned by the Grand American Road Racing Association (Grand
American)); and |
|
|
|
|
a number of other prestigious stock car, sports car, open wheel and motorcycle
events. |
The general nature of the Companys business is a motorsports themed amusement enterprise,
furnishing amusement to the public in the form of motorsports themed entertainment. The Companys
motorsports event operations consist principally of racing events at these major motorsports
entertainment facilities, which, in total, currently have more than one million grandstand seats.
The Company also conducts, either through operations of the particular facility or through certain
wholly-owned subsidiaries operating under the name Americrown, souvenir merchandising
Page 54
operations, food and beverage concession operations and catering services, both in suites and
chalets, for customers at its motorsports entertainment facilities.
Motor
Racing Network, Incorporated (MRN Radio), the Companys proprietary radio network, produces and syndicates to radio stations live
coverage of the NASCAR NEXTEL Cup, Busch and Craftsman Truck series races and certain other races
conducted at the Companys motorsports entertainment facilities, as well as some races from
motorsports entertainment facilities the Company does not own. In addition, MRN Radio provides
production services for NEXTEL Vision, the trackside large screen video display units, at
substantially all NASCAR NEXTEL Cup Series event weekends. MRN Radio also produces and syndicates
daily and weekly NASCAR racing-themed programs.
The Company owns and operates Daytona 500 EXperience The Ultimate Motorsports Attraction, a
motorsports-themed entertainment complex and the Official Attraction of NASCAR. Daytona 500
EXperience, (formerly DAYTONA USA) includes interactive media, theaters, historical memorabilia
and exhibits, tours, as well as riding and driving experiences of
Daytona International Speedway ( Daytona).
Significant Accounting Policies:
PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements include the
accounts of International Speedway Corporation and its wholly-owned subsidiaries. All material
intercompany accounts and transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS AND SHORT TERM INVESTMENTS: For purposes of reporting cash flows, cash
and cash equivalents include cash on hand, bank demand deposit accounts and overnight sweep
accounts used in the Companys cash management program. All highly liquid investments with stated
maturities of three months or less from the date of purchase are classified as cash equivalents.
The Company maintained its cash and cash equivalents primarily with a limited number of financial
institutions at November 30, 2007. The Company believes that it is not exposed to any significant
credit risk on its cash balances due to the strength of the financial institutions.
The Companys short-term investments consist primarily of highly liquid, variable rate
instruments, which have stated maturities of greater than three months and have been classified as
available-for-sale. These short-term investments are recorded at cost
which approximates fair value. The Company has determined that its investment securities are available and
intended for use in current operations and, accordingly, has classified such investment securities
as current assets.
RECEIVABLES: Receivables are stated at their estimated collectible amounts. The allowance for
doubtful accounts is estimated based on historical experience of write offs and future
expectations of conditions that might impact the collectability of accounts.
INVENTORIES: Inventories, consisting of finished goods, are stated at the lower of cost,
determined on the first-in, first-out basis, or market.
PROPERTY AND EQUIPMENT: Property and equipment, including improvements to existing facilities, are
stated at cost. Depreciation is provided for financial reporting purposes using the straight-line
method over the estimated useful lives as follows:
|
|
|
Buildings, grandstands and motorsports entertainment facilities
|
|
10-30 years |
Furniture and equipment
|
|
3-8 years |
Leasehold
improvements are depreciated over the shorter of the related lease
term or their estimated useful lives. The carrying values of property and equipment are evaluated for impairment upon
the occurrence of an impairment indicator based upon expected future
undiscounted cash flows. If events or circumstances indicate that the carrying
Page 55
value of an asset may not be recoverable, an impairment loss would be
recognized equal to the difference between the carrying value of the asset and
its fair value.
EQUITY INVESTMENTS: The Companys investments in joint ventures and other
investees where it can exert significant influence on the investee, but does
not have effective control over the investee, are accounted for using the
equity method of accounting. The Companys equity in the net income (loss) from
equity method investments is recorded as income (loss) with a corresponding
increase (decrease) in the investment. Dividends received reduce the
investment. The Company recognizes the effects of transactions involving the
sale or distribution by an equity investee of its common stock as capital
transactions.
GOODWILL AND INTANGIBLE ASSETS: The Companys goodwill and other intangible
assets are evaluated for impairment, either upon the occurrence of an
impairment indicator or annually, in its fiscal fourth quarter, based on
assumptions regarding the Companys future business outlook and expected future
discounted cash flows at the reporting unit level.
DEFERRED FINANCING FEES: Deferred financing fees are amortized over the term of
the related debt and are included in other non-current assets.
DERIVATIVE FINANCIAL INSTRUMENTS: From time to time the Company utilizes
derivative instruments in the form of interest rate swaps to assist in managing
its interest rate risk. The Company does not enter into any interest rate swap
derivative instruments for trading purposes. While the Company is not currently
utilizing interest rate swap derivative instruments, all historically have
qualified for the use of the short-cut method of accounting to assess hedge
effectiveness in accordance with SFAS No. 133 Accounting for Derivative
Instruments and Hedging Activities, as amended, and were recognized in its
consolidated balance sheet at their fair value. The differential paid or
received on interest rate swap agreements is recognized as an adjustment to
interest expense. The change in the fair value of the interest rate swap, which
is established as an effective hedge, is included in other comprehensive
income.
INCOME TAXES: Income taxes have been provided using the liability method. Under
this method the Companys estimates of deferred income taxes and the
significant items giving rise to deferred tax assets and liabilities reflect
its assessment of actual future taxes to be paid on items reflected in its
financial statements, giving consideration to both timing and probability of
realization.
The Company establishes tax reserves related to certain matters, including
penalties and interest, in the period when it is determined that it is probable
that additional taxes, penalties and interest will be paid, and the amount is
reasonably estimable. Such tax reserves are adjusted, as needed, in light of
changing circumstances, such as statute of limitations expirations and other
developments relating to uncertain tax positions and current tax items under
examination, appeal or litigation.
REVENUE RECOGNITION: Advance ticket sales and event-related revenues for future
events are deferred until earned, which is generally once the events are
conducted. The recognition of event-related expenses is matched with the
recognition of event-related revenues. Revenues and related expenses from the
sale of merchandise to retail customers, internet sales and direct sales to
dealers are recognized at the time of the sale.
Revenues are presented net of any applicable taxes collected and
remitted to governmental agencies.
Kansas Speedway Corporation (KSC) and Chicagoland Speedway (Chicagoland)
offer Preferred Access Speedway Seating (PASS) agreements, which give
purchasers the exclusive right and obligation to purchase season-ticket
packages for certain sanctioned racing events annually, under specified terms
and conditions. Among the conditions, licensees are required to purchase all
season-ticket packages when and as offered each year. PASS agreements
automatically terminate without refund should owners not purchase any offered
season tickets.
Net fees received under PASS agreements are deferred and are amortized into
income over the term of the agreements. Long-term deferred income under the
PASS agreements totals approximately $10.7 million and $15.4 million at
November 30, 2006 and 2007, respectively.
Page 56
ADVERTISING EXPENSE: Advertising costs are expensed as incurred or, as in the
case of race-related advertising, upon the completion of the event.
Race-related advertising included in prepaid expenses and other current assets
at November 30, 2006 and 2007 was approximately $868,000 and $595,000,
respectively. Advertising expense from continuing operations was approximately
$14.7 million, $17.2 million and $18.5 million for the years ended November 30,
2005, 2006 and 2007, respectively.
LOSS CONTINGENCIES: Legal and other costs incurred in conjunction with loss
contingencies are expensed as incurred.
USE OF ESTIMATES: The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS: In June 2006 the FASB issued Interpretation No.
48, Accounting for Uncertainty in Income Taxes, which clarifies the
accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with SFAS No. 109, Accounting for Income
Taxes. The interpretation prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. This interpretation
also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. This
interpretation is effective for fiscal years beginning after December 15, 2006.
The Company does not believe the adoption of this interpretation in its first
quarter of fiscal 2008 will have a significant impact on its financial position
and results of operations.
In June 2006 the Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 06-03, How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement. EITF No.
06-03 addresses the accounting for externally imposed taxes on
revenue-producing transactions that take place between a seller and its
customer, including, but not limited to sales, use, value added, and certain
excise taxes. EITF No. 06-03 also provides guidance on the disclosure of an
entitys accounting policies for presenting such taxes on a gross or net basis
and the amount of such taxes reported on a gross basis.
The Companys adoption of this EITF in the second quarter of
fiscal 2007 did not have an impact on its financial statements and
the Company has disclosed its accounting policy for presenting such
taxes.
In September 2006 the FASB issued SFAS No. 157, Fair Value Measurements which
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. SFAS No 157 applies under other accounting pronouncements that
require or permit fair value measurements and, accordingly, SFAS No. 157 does
not require any new fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.
The Company does not believe the adoption of this statement in its first quarter of fiscal
2008 will have a significant impact on its financial position and results of operations.
In February 2007 the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. SFAS No. 159 gives companies the irrevocable option to carry
many financial assets and liabilities at fair values, with changes in
fair value recognized in earnings.
SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company has elected not to measure eligible items at fair
value and does not believe the adoption of this statement in its first quarter of fiscal 2008 will have a significant
impact on its financial position and results of operations.
In December 2007 the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations which replaces SFAS No. 141. SFAS No. 141R retains the purchase method
of accounting for acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in the purchase accounting. It also changes the recognition of
assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research
and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141R is
effective for business combinations for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. The
Company will adopt the provisions of this statement in fiscal 2010.
In December 2007 the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB 51. SFAS No. 160 changes
the accounting and reporting for minority interests. Minority interests will be recharacterized
as noncontrolling interests and will be reported as a component of equity separate from the parents equity,
and purchases or sales of equity interests that do not result in a change in control will be accounted for as
equity transactions. In addition, net income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement and upon a loss of control, the interest sold, as well
as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160
is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years, except for the presentation and disclosure requirements, which will apply retrospectively.
The Company is currently evaluating the potential impact that the adoption of this statement will have on its
financial position and results of operations.
Page 57
NOTE 2 EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share for the years ended November 30, (in thousands, except per share
amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
159,072 |
|
|
$ |
116,980 |
|
|
$ |
86,291 |
|
Income (loss) from discontinued operations |
|
|
289 |
|
|
|
(176 |
) |
|
|
(90 |
) |
|
|
|
Net income |
|
$ |
159,361 |
|
|
$ |
116,804 |
|
|
$ |
86,201 |
|
|
|
|
|
Basic earnings per share denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
53,128,533 |
|
|
|
53,166,458 |
|
|
|
52,557,550 |
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.99 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
Income (loss) from discontinued operations |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3.00 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
53,128,533 |
|
|
|
53,166,458 |
|
|
|
52,557,550 |
|
Common stock options |
|
|
21,293 |
|
|
|
14,943 |
|
|
|
16,419 |
|
Contingently issuable shares |
|
|
90,357 |
|
|
|
89,222 |
|
|
|
95,965 |
|
|
|
|
Diluted weighted average shares outstanding |
|
|
53,240,183 |
|
|
|
53,270,623 |
|
|
|
52,669,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.99 |
|
|
$ |
2.20 |
|
|
$ |
1.64 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.99 |
|
|
$ |
2.19 |
|
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive shares excluded in the computation of
diluted earnings per share |
|
|
7,274 |
|
|
|
49,068 |
|
|
|
65,904 |
|
|
|
|
NOTE 3 ACQUISITION OF BUSINESSES
Raceway Associates, LLC
On February 2, 2007, the Company acquired the 62.5 percent ownership interest
in Raceway Associates, LLC (Raceway Associates) it did not previously own,
bringing its ownership to 100.0 percent. Raceway Associates operates
Chicagoland and Route 66 Raceway (Route 66). The
purchase price for the
Page 58
62.5 percent ownership interest totaled approximately $111.1 million, including approximately
$102.4 million paid to the prior owners, the assumption of third party liabilities and acquisition
costs, net of cash received. The purchase price was paid with cash on hand and approximately $65.0
million in borrowings on the Companys revolving credit facility. This transaction has been
accounted for as a business combination and is included in our consolidated operations subsequent
to the date of acquisition.
The purchase price for the Raceway Associates acquisition was preliminarily allocated to the assets
acquired and liabilities assumed based on their fair market values at the acquisition date.
Included in this acquisition are certain indefinite-lived intangible assets attributable to the
sanction agreements in place at the time of acquisition of
approximately $29.8 million and goodwill of approximately $19.3
million. The intangible assets and
goodwill are included in the Motorsports Event segment and are expected to be deductible for income
tax purposes. As the acquisition is not considered significant, pro forma and purchase price
allocation financial information are not presented.
NOTE 4 DISCONTINUED OPERATIONS AND IMPAIRMENT OF LONG-LIVED ASSETS
Nazareth Speedway
After the completion of Nazareth Speedways (Nazareth) fiscal 2004 events, the
Company suspended indefinitely major motorsports event operations at the
facility. The NASCAR Busch Series and IRL IndyCar Series events, then conducted
at Nazareth, were realigned to other motorsports entertainment facilities within
the Companys portfolio.
In January 2006, the Company entered into an agreement with NZSW, LLC for the
sale of 158 acres, on which Nazareth Speedway is located, for approximately $18.8
million. On October 9, 2007, the Company terminated its agreement with NZSW, LLC
in accordance with the terms as a result of a default by NZSW, LLC. The property
continues to be marketed and a sale is expected to occur in fiscal 2008.
The operations of Nazareth were included in the Motorsports Event segment. In
accordance with SFAS No. 144 the results of operations of Nazareth are presented
as discontinued operations in all periods presented. There were no revenues
recognized by Nazareth for the years ended November 30, 2005, 2006, and 2007.
Nazareths pre-tax income was approximately $289,000 in fiscal 2005, and pre-tax
loss was $444,000 and $256,000 for the fiscal years 2006 and 2007, respectively.
Nazareths assets held for sale included in property and equipment, net of
accumulated depreciation, totaled approximately $6.8 million at November 30, 2006
and November 30, 2007. Unless indicated otherwise, all disclosures in the notes
to the consolidated financial statements relate to continuing operations.
Northwest US Speedway Development
Since 2005, the Company had been pursuing development of a motorsports
entertainment facility in Kitsap County, Washington, which required State
Legislation to help finance the project. In early 2007 this legislation was
introduced in both the Washington State House of Representatives and Senate. On
April 2, 2007, the Company announced that despite agreeing to substantial changes
to the required legislation it had become apparent that additional modifications
would be proposed to the bill. Due to the increased risk that the collective
modifications would have a significant negative impact on the projects financial
model, the Company felt it was in its best long-term interest to discontinue its
efforts at the site. As a result, the Company recorded a non-cash pre-tax charge
in fiscal 2007 of approximately $5.9 million, or $0.07 per diluted share
after-tax, to reflect the write-off of certain capitalized costs including legal,
consulting, capitalized interest and other project-specific costs. The charge is
included in Impairment of Long-lived Assets in the Companys consolidated
statements of operations for the year ended November 30, 2007
and is included in the Motorsports Event Segment.
New York Metropolitan Speedway Development
During fiscal 1999, the Company announced its intention to search for a site for
a major motorsports entertainment facility in the New York metropolitan area. The
Companys efforts included the evaluation of many different locations. Most
recently, the Company identified a combination of land parcels in the New York
City borough of Staten Island aggregating approximately 676 acres that it
targeted for the development of a major motorsports entertainment and retail
development project. The Companys then majority-owned subsidiary, 380 Development,
Page 59
LLC (380 Development), purchased the total 676 acres for
approximately $110.4 million in early fiscal 2005.
In November 2006, the Company decided to discontinue pursuit of a speedway
development on Staten Island. The decision was driven by a variety of factors,
including: (1) the inability to secure the critical local political support that
is necessary to secure the required land-use change approvals for a speedway
development; (2) even if the Company had secured the necessary political support,
it became apparent that it would have been faced with unacceptable approval
requirements, including operational restrictions that would have made the
facility difficult to operate and a significant challenge to market; and (3) the
increased risk that these unacceptable approval requirements could result in
higher construction spending and annual operating costs, which would have a
significant negative impact on the financial model for the speedway development.
The decision to discontinue our speedway development efforts on Staten Island
resulted in a non-cash, pre-tax charge in the Companys fiscal 2006 fourth
quarter of approximately $84.7 million, or $1.01 per diluted share
after-tax. Accounting rules generally accepted in the US require that the
property be valued at its then current fair value, which was approximately $65.0
million. Prior to the write-off, the Company had capitalized spending of
approximately $150.0 million through November 30, 2006, including: (1) $123.0
million for land and related improvements, (2) $11.0 million for costs related
solely to the development of the speedway, and (3) $16.0 million for capitalized
interest and property taxes. The value of the property is expected to be in
excess of $100.0 million once it is filled and ready for sale. The Company ceased
fill operations while it addressed certain issues the New York Department of
Environmental Conservation (DEC) and the New York City Department of Sanitation
(DOS) raised, including the presence of, and potential need to remediate, fill
containing constituents above regulatory thresholds. In May 2007, the Company
entered into a Consent Order with DEC to resolve the issues surrounding these
fill operations and the prior placement of fill at the site that contained
constituents above regulatory thresholds. The Consent Order requires the Company
to remove non-compliant fill pursuant to the comprehensive fill removal plan. The
Company commenced fill removal activities in September 2007, and it expects the
fill removal to be complete in the first quarter of fiscal 2008. The Consent
Order also required the Company to pay a penalty to DEC of $562,500, half of
which was paid in May 2007 and the other half of which has been suspended so long
as it complies with the terms of the Consent Order. The estimated total costs,
including the portion of the penalty which has been paid, attributable to the
expected fill removal process of approximately $4.9 million, or $0.06 per diluted
share after-tax has been recognized as an Impairment of Long-lived Assets in the
Companys consolidated statements of operations for the fiscal year ended
November 30, 2007 and is included in the Motorsports Event segment. The Company continues to evaluate the existence of other
responsible parties and potential recoveries from such parties, if any. The
property is currently marketed for sale and the Company is confident that, on a
timely basis, it will agree to terms with a buyer.
NOTE 5 PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of November 30 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
|
|
|
|
Land and leasehold improvements |
|
$ |
289,731 |
|
|
$ |
319,413 |
|
Buildings, grandstands and motorsports entertainment facilities |
|
|
981,023 |
|
|
|
1,119,430 |
|
Furniture and equipment |
|
|
141,134 |
|
|
|
143,672 |
|
Construction in progress |
|
|
116,644 |
|
|
|
130,855 |
|
|
|
|
|
|
|
1,528,532 |
|
|
|
1,713,370 |
|
Less accumulated depreciation |
|
|
371,219 |
|
|
|
410,192 |
|
|
|
|
|
|
$ |
1,157,313 |
|
|
$ |
1,303,178 |
|
|
|
|
Depreciation expense from continuing operations was approximately $50.7
million, $56.7 million and $80.1 million for the years ended November 30, 2005,
2006 and 2007, respectively. Fiscal 2007 depreciation expense includes
approximately $14.7 million of additional depreciation related to certain
existing offices and other buildings in Daytona Beach, Florida which were razed
in fiscal 2007 or are expected to be razed during the next 21 months.
Page 60
NOTE 6: EQUITY INVESTMENTS:
Equity investments consist of the Companys 50.0 percent interest in SMISC,
LLC at November 30, 2006 and 2007, as well as its 37.5 percent
indirect interest in Raceway associates at November 30, 2006 (see Note 3).
The Companys share of undistributed equity in the earnings (loss) from equity
investments included in retained earnings at November 30, 2006 and 2007, was
approximately $9.0 million and ($60.3) million respectively.
Summarized financial information on the Companys equity investments as of and
for the years ended November 30, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
|
|
|
Current assets |
|
|
|
|
|
$ |
118,186 |
|
|
$ |
46,569 |
|
Noncurrent assets |
|
|
|
|
|
|
369,423 |
|
|
|
148,113 |
|
Current liabilities |
|
|
|
|
|
|
63,437 |
|
|
|
28,629 |
|
Noncurrent liabilities |
|
|
|
|
|
|
53,176 |
|
|
|
16,500 |
|
Net sales |
|
$ |
60,013 |
|
|
|
275,764 |
|
|
|
217,035 |
|
Gross profit |
|
|
30,557 |
|
|
|
101,689 |
|
|
|
41,976 |
|
Operating income (loss) |
|
|
9,091 |
|
|
|
1,320 |
|
|
|
(113,643 |
) |
Net income (loss) |
|
|
6,855 |
|
|
|
1,865 |
|
|
|
(115,491 |
) |
NOTE 7 GOODWILL AND INTANGIBLE ASSETS
The gross carrying value and accumulated amortization of the major classes of
intangible assets relating to the Motorsports Event segment as of November 30
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
Gross Carrying |
|
Accumulated |
|
Net Carrying |
|
|
Amount |
|
Amortization |
|
Amount |
|
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer database |
|
$ |
500 |
|
|
$ |
200 |
|
|
$ |
300 |
|
Food, beverage and merchandise contracts |
|
|
276 |
|
|
|
185 |
|
|
|
91 |
|
|
|
|
Total amortized intangible assets |
|
|
776 |
|
|
|
385 |
|
|
|
391 |
|
Non-amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
NASCAR sanction agreements |
|
|
148,000 |
|
|
|
|
|
|
|
148,000 |
|
Other |
|
|
923 |
|
|
|
|
|
|
|
923 |
|
|
|
|
Total non-amortized intangible assets |
|
|
148,923 |
|
|
|
|
|
|
|
148,923 |
|
|
|
|
Total intangible assets |
|
$ |
149,699 |
|
|
$ |
385 |
|
|
$ |
149,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
Gross Carrying |
|
Accumulated |
|
Net Carrying |
|
|
Amount |
|
Amortization |
|
Amount |
|
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer database |
|
$ |
500 |
|
|
$ |
300 |
|
|
$ |
200 |
|
Food, beverage and merchandise contracts |
|
|
251 |
|
|
|
203 |
|
|
|
48 |
|
|
|
|
Total amortized intangible assets |
|
|
751 |
|
|
|
503 |
|
|
|
248 |
|
Non-amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
NASCAR sanction agreements |
|
|
177,813 |
|
|
|
|
|
|
|
177,813 |
|
Other |
|
|
923 |
|
|
|
|
|
|
|
923 |
|
|
|
|
Total non-amortized intangible assets |
|
|
178,736 |
|
|
|
|
|
|
|
178,736 |
|
|
|
|
Total intangible assets |
|
$ |
179,487 |
|
|
$ |
503 |
|
|
$ |
178,984 |
|
|
|
|
Page 61
The following table presents current and expected amortization expense of the
existing intangible assets as of November 30, for each of the following periods
(in thousands):
|
|
|
|
|
Amortization expense for the year ended November 30, 2007 |
|
$ |
143 |
|
Estimated amortization expense for the year ending November 30: |
|
|
|
|
2008 |
|
|
143 |
|
2009 |
|
|
101 |
|
2010 |
|
|
1 |
|
2011 |
|
|
1 |
|
2012 |
|
|
1 |
|
|
The changes in the carrying value of goodwill are as follows (in thousands): |
|
Balance at November 30, 2006 |
|
$ |
99,507 |
|
Goodwill acquired |
|
|
19,284 |
|
|
|
|
|
Balance at November 30, 2007 |
|
$ |
118,791 |
|
|
|
|
|
Goodwill acquired consists of the February 2, 2007 acquisition of Raceway
Associates and is included in our Motorsports Event segment.
NOTE 8 LONG-TERM DEBT
Long-term debt consists of the following as of November 30 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
November 30, 2006 |
|
November 30, 2007 |
|
|
|
4.2 percent Senior Notes |
|
$ |
150,915 |
|
|
$ |
150,533 |
|
5.4 percent Senior Notes |
|
|
149,917 |
|
|
|
149,928 |
|
4.9 percent Bank Loan |
|
|
|
|
|
|
2,973 |
|
6.3 percent Bank Loan |
|
|
|
|
|
|
54 |
|
5.8 percent Revenue Bond |
|
|
|
|
|
|
2,289 |
|
6.8 percent Revenue Bond |
|
|
|
|
|
|
5,200 |
|
TIF bond debt service funding commitment |
|
|
67,262 |
|
|
|
66,569 |
|
|
|
|
|
|
|
368,094 |
|
|
|
377,547 |
|
Less: current portion |
|
|
770 |
|
|
|
2,538 |
|
|
|
|
|
|
$ |
367,324 |
|
|
$ |
375,009 |
|
|
|
|
Page 62
|
|
|
|
|
Schedule of Payments (in thousands) |
|
For the year ending November 30: |
|
|
|
|
2008 |
|
$ |
2,538 |
|
2009 |
|
|
152,740 |
|
2010 |
|
|
3,012 |
|
2011 |
|
|
3,306 |
|
2012 |
|
|
3,617 |
|
Thereafter |
|
|
212,889 |
|
|
|
|
|
|
|
|
378,102 |
|
Net premium |
|
|
(555 |
) |
|
|
|
|
Total |
|
$ |
377,547 |
|
|
|
|
|
On April 23, 2004, the Company completed an offering of $300.0 million
principal amount of unsecured senior notes in a private placement. On September
27, 2004, the Company completed an offer to exchange these unsecured senior
notes for registered senior notes with substantially identical terms (2004
Senior Notes). At November 30, 2007, outstanding 2004 Senior Notes totaled
approximately $300.5 million, net of unamortized discounts and premium, which
is comprised of $150.0 million principal amount unsecured senior notes, which
bear interest at 4.2 percent and are due April 2009 (4.2
percent Senior Notes), and $150.0
million principal amount unsecured senior notes, which bear interest
at 5.4 percent
and are due April 2014. The 2004 Senior Notes require semi-annual interest
payments on April 15 and October 15 through their maturity. The 2004 Senior
Notes may be redeemed in whole or in part, at the option of the Company, at any
time or from time to time at redemption prices as defined in the indenture. The
Companys subsidiaries are guarantors of the 2004 Senior Notes. The 2004 Senior
Notes also contain various restrictive covenants. Total gross proceeds from the
sale of the 2004 Senior Notes were $300.0 million, net of discounts of
approximately $431,000 and approximately $2.6 million of deferred financing
fees. The deferred financing fees are being treated as additional interest
expense and amortized over the life of the 2004 Senior Notes on a straight-line
method, which approximates the effective yield method. In March 2004, the
Company entered into interest rate swap agreements to effectively lock in the
interest rate on approximately $150.0 million of the 4.2 percent Senior Notes.
The Company terminated these interest rate swap agreements on April 23, 2004
and received approximately $2.2 million, which is being amortized over the life
of the 4.2 percent Senior Notes.
In connection with the Companys February 2, 2007, acquisition of the 62.5
percent ownership interest in Raceway Associates it did not previously own, it
assumed approximately $39.7 million in third party debt, consisting of three
bank term loans and two revenue bonds payable. The first bank term loan
(Chicagoland Term Loan) was a construction loan for the development of
Chicagoland with principal outstanding at the date of acquisition of
approximately $28.4 million. The Company paid the remaining principal and
accrued interest on the Chicagoland Term Loan subsequent to the acquisition in
February 2007. The second bank term loan (4.9 percent Bank Loan) consists of
a construction and mortgage note with principal outstanding at the date of
acquisition of approximately $3.3 million, original 20 year term due June 2018,
with a current interest rate of 4.9 percent and a monthly payment of $48,000
principal and interest. The interest rate and monthly payments will be adjusted
on June 1, 2008, and 2013. At November, 2007, outstanding principal on the 4.9
percent Bank Loan was approximately $3.0 million. The third bank term loan
(6.3 percent Bank Loan) consists of a mortgage note with principal
outstanding at the date of acquisition of approximately $271,000, original five
year term due February 2008, with a fixed interest rate of 6.3 percent and a
monthly payment of $25,000 principal and interest. At November 30, 2007,
outstanding principal on the 6.3 percent Bank Loan was approximately $54,000.
The first revenue bonds payable (5.8 percent Revenue Bonds) consist of
economic development revenue bonds issued by the City of Joliet, Illinois to
finance certain land improvements with principal outstanding at the date of
acquisition of approximately $2.5 million. The 5.8 percent Revenue Bonds have
an initial interest rate of 5.8 percent and a monthly payment of $29,000
principal and interest. The interest rate will be adjusted on June 1, 2008 and
will continue until maturity in June 2018. At November 30, 2007, outstanding
principal on the 5.8 percent Revenue Bonds was approximately $2.3 million. The
second revenue bonds payable (6.8 percent Revenue Bonds) are special service
area revenue bonds issued by the City of Joliet, Illinois to finance certain
land improvements with principal outstanding at the date of acquisition of
approximately $5.2 million. The 6.8 percent Revenue Bonds are billed and paid
as a special assessment on real estate taxes. Interest payments are due on a
semi-annual basis at 6.8 percent with principal payments due annually. Final
maturity of the 6.8 percent Revenue Bonds is January 2012. At November 30,
2007, outstanding principal on the 6.8 percent Revenue Bonds was approximately
$5.2 million.
In January 1999, the Unified Government of Wyandotte County/Kansas City, Kansas
(Unified Government), issued approximately $71.3 million in taxable special
obligation revenue (TIF) bonds in connection with the financing of
construction of Kansas Speedway. At November 30, 2007, outstanding TIF bonds
totaled
Page 63
approximately $66.6 million, net of the unamortized discount, which is comprised of a $17.9 million
principal amount, 6.2 percent term bond due December 1, 2017 and $49.7 million principal amount,
6.8 percent term bond due December 1, 2027. The TIF bonds are repaid by the Unified Government with
payments made in lieu of property taxes (Funding Commitment) by the Companys wholly-owned
subsidiary, Kansas Speedway Corporation (KSC). Principal (mandatory redemption) payments per the
Funding Commitment are payable by KSC on October 1 of each year. The semi-annual interest component
of the Funding Commitment is payable on April 1 and October 1 of each year. KSC granted a mortgage
and security interest in the Kansas project for its Funding Commitment obligation. The bond
financing documents contain various restrictive covenants.
On June 16, 2006, the Company entered into a $300.0 million revolving credit facility (2006 Credit
Facility). The 2006 Credit Facility contains a feature that allows the Company to increase the
credit facility to a total of $500.0 million, subject to certain conditions. The 2006 Credit
Facility is scheduled to mature in June 2011, and accrues interest at LIBOR plus 30.0-80.0 basis
points, based on the Companys highest debt rating as determined by specified rating agencies. The
2006 Credit Facility contains various restrictive covenants. At November 30, 2007, the Company did
not have any borrowings outstanding under the 2006 Credit Facility.
Total interest expense from continuing operations incurred by the Company was approximately $12.7
million, $12.3 million and $15.6 million for the years ended November 30, 2005, 2006 and 2007,
respectively. Total interest capitalized for the years ended November 30, 2005, 2006 and 2007 was
approximately $7.6 million, $8.4 million and $5.1 million, respectively.
Financing costs of approximately $6.5 million and $5.7 million, net of accumulated amortization,
have been deferred and are included in other assets at November 30, 2006 and 2007, respectively.
These costs are being amortized on a straight line method, which approximates the effective yield
method, over the life of the related financing.
NOTE 9 FEDERAL AND STATE INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes.
Significant components of the provision for income taxes from continuing operations for the years
ended November 30, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
|
|
|
Current tax expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
64,832 |
|
|
$ |
73,890 |
|
|
$ |
56,828 |
|
State |
|
|
8,091 |
|
|
|
6,061 |
|
|
|
6,600 |
|
Deferred tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
26,122 |
|
|
|
(5,799 |
) |
|
|
21,582 |
|
State |
|
|
2,831 |
|
|
|
1,315 |
|
|
|
1,658 |
|
|
|
|
Provision for income taxes |
|
$ |
101,876 |
|
|
$ |
75,467 |
|
|
$ |
86,668 |
|
|
|
|
Page 64
The reconciliation of income tax expense computed at the federal statutory tax rates to income tax
expense from continuing operations for the years ended November 30, is as follows (percent of
pre-tax income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
|
|
|
Income tax computed at federal statutory rates |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Loss from equity investment |
|
|
|
|
|
|
|
|
|
|
10.3 |
|
State income taxes, net of federal tax benefit |
|
|
3.2 |
|
|
|
3.1 |
|
|
|
3.6 |
|
Other, net |
|
|
0.8 |
|
|
|
1.1 |
|
|
|
1.2 |
|
|
|
|
|
|
|
39.0 |
% |
|
|
39.2 |
% |
|
|
50.1 |
% |
|
|
|
The components of the net deferred tax assets (liabilities) at November 30 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
|
|
|
Impaired long-lived assets |
|
$ |
34,683 |
|
|
$ |
36,985 |
|
Amortization and depreciation |
|
|
21,038 |
|
|
|
16,160 |
|
Loss carryforwards |
|
|
2,919 |
|
|
|
4,989 |
|
Deferred revenues |
|
|
4,076 |
|
|
|
3,968 |
|
Accruals |
|
|
1,599 |
|
|
|
3,548 |
|
Compensation related |
|
|
2,147 |
|
|
|
2,577 |
|
Deferred expenses |
|
|
2,765 |
|
|
|
1,781 |
|
Other |
|
|
114 |
|
|
|
26 |
|
|
|
|
Deferred tax assets |
|
|
69,341 |
|
|
|
70,034 |
|
Valuation allowance |
|
|
(3,677 |
) |
|
|
(5,630 |
) |
|
|
|
Deferred tax assets, net of valuation allowance |
|
|
65,664 |
|
|
|
64,404 |
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation |
|
|
(244,194 |
) |
|
|
(276,652 |
) |
Equity investment |
|
|
(11,786 |
) |
|
|
(249 |
) |
Other |
|
|
(331 |
) |
|
|
(267 |
) |
|
|
|
Deferred tax liabilities |
|
|
(256,311 |
) |
|
|
(277,168 |
) |
|
|
|
Net deferred tax liabilities |
|
$ |
(190,647 |
) |
|
$ |
(212,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets current |
|
$ |
995 |
|
|
$ |
1,345 |
|
Deferred tax liabilities noncurrent |
|
|
(191,642 |
) |
|
|
(214,109 |
) |
|
|
|
Net deferred tax liabilities |
|
$ |
(190,647 |
) |
|
$ |
(212,764 |
) |
|
|
|
The Company has recorded deferred tax assets related to various state net operating loss
carryforwards totaling approximately $5.0 million that expire in varying amounts beginning in
fiscal 2020. The valuation allowance increased by approximately $2.0 million during the fiscal year
ended November 30, 2007, and is attributable to loss carryforwards and, to a lesser extent
impairments of long-lived assets. The valuation allowance has been provided due to the uncertainty
regarding the realizability of state deferred tax assets associated with these loss carryforwards
and impaired long-lived assets. In evaluating the Companys ability to recover its deferred income
tax assets it considers all available positive and negative evidence, including operating results,
ongoing tax planning and forecasts of future taxable income on a jurisdiction by jurisdiction
basis.
Page 65
NOTE 10 CAPITAL STOCK
The Companys authorized capital includes 80.0 million shares of Class A Common Stock, par value
$.01 (Class A Common Stock), 40.0 million shares of Class B Common Stock, par value $.01 (Class
B Common Stock), and 1.0 million shares of Preferred Stock, par value $.01 (Preferred Stock).
The shares of Class A Common Stock and Class B Common Stock are identical in all respects, except
for voting rights and certain dividend and conversion rights as described below. Each share of
Class A Common Stock entitles the holder to one-fifth (1/5) vote on each matter submitted to a vote
of the Companys shareholders and each share of Class B Common Stock entitles the holder to one (1)
vote on each such matter, in each case including the election of directors. Holders of Class A
Common Stock and Class B Common Stock are entitled to receive dividends at the same rate if and
when declared by the Board of Directors out of funds legally available therefrom, subject to the
dividend and liquidation rights of any Preferred Stock that may be issued and outstanding. Class A
Common Stock has no conversion rights. Class B Common Stock is convertible into Class A Common
Stock, in whole or in part, at any time at the option of the holder on the basis of one share of
Class A Common Stock for each share of Class B Common Stock converted. Each share of Class B Common
Stock will also automatically convert into one share of Class A Common Stock if, on the record date
of any meeting of the shareholders, the number of shares of Class B Common Stock then outstanding
is less than 10 percent of the aggregate number of shares of Class A Common Stock and Class B
Common Stock then outstanding.
The Board of Directors of the Company is authorized, without further shareholder action, to divide
any or all shares of the authorized Preferred Stock into series and fix and determine the
designations, preferences and relative rights and qualifications, limitations, or restrictions
thereon of any series so established, including voting powers, dividend rights, liquidation
preferences, redemption rights and conversion privileges. No shares of Preferred Stock are
outstanding. The Board of Directors has not authorized any series of Preferred Stock, and there are
no plans, agreements or understandings for the authorization or issuance of any shares of Preferred
Stock.
Stock Purchase Plan
In December 2006 the Company announced that the Board of Directors had authorized a share
repurchase program (Stock Purchase Plan) under which the Company may purchase up to $50.0 million
of its outstanding Class A common shares. In July 2007, the Board of Directors authorized a $100.0
million increase to the Stock Purchase Plan allowing us to purchase up to a total of $150.0 million
of our outstanding Class A common shares through November 30, 2008. The timing and amount of any
shares repurchased under the Stock Purchase Plan will depend on a variety of factors, including
price, corporate and regulatory requirements, capital availability and other market conditions. The
Stock Purchase Plan may be suspended or discontinued at any time without prior notice. No shares
have been or will be knowingly purchased from Company insiders or their affiliates. During fiscal
2007, the company purchased 1,642,114 shares of its Class A common shares, at an average cost of
approximately $49.33 per share (including commissions), for a total of approximately $81.0 million
under the Stock Purchase Plan.
NOTE 11 COMMITMENTS AND CONTINGENCIES
International Speedway Corporation has a salary incentive plan (the ISC Plan) designed to qualify
under Section 401(k) of the Internal Revenue Code. Employees of International Speedway Corporation
and certain participating subsidiaries who have completed one month of continuous service are
eligible to participate in the ISC Plan. After twelve months of continuous service, matching
contributions are made to a savings trust (subject to certain limits) concurrent with employees
contributions. The level of the matching contribution depends upon the amount of the employee
contribution. Employees become 100 percent vested upon entrance to the ISC Plan. The contribution
expense from continuing operations for the ISC Plan was approximately $1.4 million, $1.5 million
and $1.6 million for the years ended November 30, 2005, 2006, and 2007, respectively.
Page 66
The estimated cost to complete approved projects and current construction in progress at November
30, 2007 at the Companys existing facilities is approximately $76.1 million.
In October 2002, the Unified Government issued subordinate sales tax special obligation revenue
bonds (2002 STAR Bonds) totaling approximately $6.3 million to reimburse the Company for certain
construction already completed on the second phase of the Kansas Speedway project and to fund
certain additional construction. The 2002 STAR Bonds, which require annual debt service payments
and are due December 1, 2022, will be retired with state and local taxes generated within the
speedways boundaries and are not the Companys obligation. KSC has agreed to guarantee the payment
of principal, any required premium and interest on the 2002 STAR Bonds. At November 30, 2007, the
Unified Government had approximately $3.8 million outstanding on 2002 STAR Bonds. Under a keepwell
agreement, the Company has agreed to provide financial assistance to KSC, if necessary, to support
KSCs guarantee of the 2002 STAR Bonds.
The Company has guaranteed minimum royalty payments under certain agreements through December 2015,
with a remaining maximum exposure at November 30, 2007, of approximately $12.5 million.
The
Company operates Homestead Miami Speedway under an operating agreement which expires December 31, 2032 and
provides for subsequent renewal terms through December 31, 2075. The Company operates Daytona
under an operating lease agreement which expires November 7, 2054. The
Company also has various operating leases for office space and equipment. The future minimum
payments under the operating agreement and leases utilized by the Company having initial or
remaining non-cancelable terms in excess of one year at November 30, 2007, are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
Operating |
For the year ending November 30: |
|
Agreement |
|
Leases |
|
2008 |
|
$ |
2,220 |
|
|
$ |
4,993 |
|
2009 |
|
|
2,220 |
|
|
|
3,677 |
|
2010 |
|
|
2,220 |
|
|
|
2,965 |
|
2011 |
|
|
2,220 |
|
|
|
1,920 |
|
2012 |
|
|
2,220 |
|
|
|
1,203 |
|
Thereafter |
|
|
24,780 |
|
|
|
35,758 |
|
|
|
|
Total |
|
$ |
35,880 |
|
|
$ |
50,516 |
|
|
|
|
Total expenses incurred from continuing operations under the track operating agreement, these
operating leases and all other rentals during the years ended November 30, 2005, 2006 and 2007 were
$19.0 million, $22.0 million, and $24.3 million, respectively.
In connection with the Companys automobile and workers compensation insurance coverages and
certain construction contracts, the Company has standby letter of credit agreements in favor of
third parties totaling $2.8 million at November 30, 2007. At November 30, 2007, there were no
amounts drawn on the standby letters of credit.
The Internal Revenue Service (Service) is currently performing a periodic examination of the
Companys federal income tax returns for the years ended November 30, 1999 through 2005 and has
challenged the tax depreciation treatment of a significant portion of its motorsports entertainment
facility assets. Through November 30, 2007, the Company has received reports from the Service
requesting downward adjustments to its tax depreciation expense for the fiscal years ended November
30, 1999 through 2005, which could potentially result in the reclassification of approximately
$101.1 million of income taxes from deferred to current. Including related interest, the combined
after-tax cash flow impact of these requested adjustments is approximately $117.9 million. In order
to prevent incurring additional interest related to fiscal 2005 and prior, the Company has
approximately $117.9 million on deposit with the Service as of November 30, 2007, which is
classified as long-term assets in our consolidated financial statements. Our deposits are not a
payment of tax, and the Company will receive accrued interest on any of these funds ultimately
returned to it. Including related interest, the Company estimates the combined after-tax cash flow
impact of future additional federal tax adjustments expected for fiscal 2006, and related state tax
Page 67
revisions and interest for all periods, to range between $30.0 million and $40.0 million at
November 30, 2007. In June 2007 the Service commenced the administrative appeals process which is
expected to take three to twelve months to
complete. If the Companys appeal is not resolved satisfactorily, it will evaluate all of its
options, including litigation. The Company believes that its application of the federal income tax
regulations in question, which have been applied consistently since their enactment and have been
subjected to previous IRS audits, is appropriate, and it intends to vigorously defend the merits of
its position. In accordance with SFAS No. 109 Accounting for Income Taxes, the Company has
accrued a deferred tax liability based on the differences between its financial reporting and tax
bases of such assets in its consolidated balance sheet as of November 30, 2007. While an adverse
resolution of these matters could result in a material negative impact on cash flow, including
payment of taxes from amounts currently on deposit with the Service, the Company believes that it
has provided adequate reserves related to these matters including interest charges through November
30, 2007 totaling approximately $13.7 million, and, as a result, does not expect that such an
outcome would have a material adverse effect on results of operations.
A small
portion of the Companys property in Daytona Beach, near its
corporate headquarters is in the process of having certain
contaminants remediated by a prior occupant of the property who has
admitted causing the contamination and has assumed full liability for
the remediation of the site. On January 25, 2008 the Company was
notified that certain testing being performed in connection with this
remediation indicated possible other contaminants exist that appear
to be unrelated to the remediation activities. The
Company has started the process of performing tests to determine the
existence and nature of the possible contaminants. Considering that
the Company has just become aware of this issue, it is unable at the
present time to determine if it has a loss, an estimate of the range
of this possible loss and whether or not the range of possible loss
is of a material nature.
Current Litigation
The Company is from time to time a party to routine litigation incidental to its business.
Management does not believe that the resolution of any or all of such litigation will have a
material adverse effect on the Companys financial condition or results of operations.
In addition to such routine litigation incident to its business, the Company is a party to
litigation described below.
In July 2005, Kentucky Speedway, LLC filed a civil action in the Eastern District of Kentucky
against NASCAR and the Company which alleged that NASCAR and ISC have acted, and continue to act,
individually and in combination and collusion with each other and other companies that control
motorsports entertainment facilities hosting NASCAR NEXTEL Cup Series, to illegally restrict the
award of ... NASCAR NEXTEL Cup Series [races]. The complaint was amended in 2007 to seek, in
addition to damages, an injunction requiring NASCAR to develop objective factors for the award of
NEXTEL Cup races, divestiture of ISC and NASCAR so that the France Family and anyone else does
not share ownership of both companies or serve as officers or directors of both companies, ISCs
divestiture of at least 8 of its 12 racetracks that currently operate a NEXTEL Cup race and
prohibiting further alleged violations of the antitrust laws. The complaint did not ask the court
to cause NASCAR to award a NEXTEL Cup race to the Kentucky Speedway. Other than some vaguely
conclusory allegations, the complaint failed to specify any specific unlawful conduct by the
Company. Pre-trial discovery in the case was concluded and based upon all of the factual and
expert evidentiary materials adduced management was more firmly convinced than ever that the case
was without legal or factual merit.
On January 7, 2008 the Companys position was vindicated when the Federal District Court Judge
hearing the case ruled in favor of ISC and NASCAR and dismissed all claims of Kentucky Speedway,
LLC. Subsequently, on January 11, 2008 Kentucky Speedway, LLC filed a Notice of Appeal to the
United States Court of Appeal for the Sixth Circuit. Management expects the appellate process to
be resolved in our favor in approximately 18 to 24 months.
At this point the likelihood of a materially adverse result appears to be remote,
although there is always an element of uncertainty in litigation. It is premature to attempt to
quantify the potential magnitude of such a remote possible adverse decision.
The fees and expenses associated with the defense of this suit have not been covered by insurance
and have adversely impacted our financial condition. Since the judgment entered by the court
allows the Company to seek recovery of its costs (not including attorney fees) from the Kentucky
Speedway, the Company is preparing materials to submit to the court to have the amount of the
Companys allowable costs determined and intend to pursue recovery from the Kentucky Speedway of
the maximum amounts allowed by the court, which should include those costs necessarily incurred in
successfully defending the appeal to the Sixth Circuit.
NOTE 12 RELATED PARTY DISCLOSURES AND TRANSACTIONS
All of the racing events that take place during the Companys fiscal year are sanctioned by various
racing organizations such as the American Historic Racing Motorcycle Association, the American
Motorcyclist Association, the Automobile Racing Club of America, the American Sportbike Racing
Association Championship Cup Series, the Federation Internationale de LAutomobile, the
Federation Internationale Motocycliste, Grand American, Historic Sportscar Racing, IRL, NASCAR,
NHRA, the National Muscle Car Association, the National Mustang Racers Association, the Porsche
Club of America, the Sports Car Club of
Page 68
America, the Sportscar Vintage Racing Association, the
United States Auto Club and the World Karting Association. NASCAR, which sanctions some of the
Companys principal racing events, is a member of the France Family Group which controls in excess
of
65.0 percent of the combined voting power of the outstanding stock of the Company, and some members
of which serve as directors and officers of the Company. Standard NASCAR sanction agreements
require racetrack operators to pay sanction fees and prize and point fund monies for each
sanctioned event conducted. The prize and point fund monies are distributed by NASCAR to
participants in the events. Prize and point fund monies paid by the Company to NASCAR from
continuing operations for disbursement to competitors, which are exclusive of NASCAR sanction fees,
totaled approximately $118.5 million, $131.3 million and $129.2 million, for the years ended
November 30, 2005, 2006 and 2007, respectively. There were no prize and point fund monies paid to
NASCAR related to discontinued operations.
The Company has outstanding receivables related to NASCAR and its affiliates of
approximately $25.9 million and $25.2 million at November 30, 2006 and 2007, respectively.
Under current agreements, NASCAR contracts directly with certain network providers for television
rights to the entire NASCAR NEXTEL Cup and Busch series schedules and the NASCAR Craftsman Truck
series schedule beginning in fiscal 2007. Event promoters share in the television rights fees in
accordance with the provision of the sanction agreement for each NASCAR NEXTEL Cup and Busch series
event and each NASCAR Craftsman Truck series event beginning in fiscal 2007. Under the terms of
this arrangement, NASCAR retains 10.0 percent of the gross broadcast rights fees allocated to each
NASCAR NEXTEL Cup, Busch or Craftsman Truck series event as a component of its sanction fees and
remits the remaining 90.0 percent to the event promoter. The event promoter pays 25.0 percent of
the gross broadcast rights fees allocated to the event as part of the previously discussed prize
money paid to NASCAR for disbursement to competitors. The Companys television broadcast and
ancillary rights fees from continuing operations received from NASCAR for the NASCAR NEXTEL Cup and
Busch series events and the NASCAR Craftsman Truck series events beginning in fiscal 2007 conducted
at its wholly-owned facilities were $235.9 million, $273.4 million and $253.3 million in fiscal
years 2005, 2006 and 2007, respectively. There were no television broadcast and ancillary rights
fees received from NASCAR related to discontinued operations.
In addition, NASCAR and the Company share a variety of expenses in the ordinary course of business.
NASCAR pays rent, as well as a related maintenance fee (allocated based on square footage), to the
Company for office space in Daytona Beach, Florida. The Company pays rent to NASCAR for office
space in Los Angeles, California. These rents are based upon estimated fair market lease rates for
comparable facilities. NASCAR pays the Company for radio, program and strategic initiative
advertising, hospitality and suite rentals, various tickets and credentials, catering services,
participation in a NASCAR racing event banquet, and track and other equipment rentals based on
similar prices paid by unrelated, third party purchasers of similar items. The Company pays NASCAR
for certain advertising, participation in NASCAR racing series banquets, the use of NASCAR
trademarks and intellectual images and production space for NEXTEL Vision based on similar prices
paid by unrelated, third party purchasers of similar items. The Companys payments to NASCAR for
MRN Radios broadcast rights to NASCAR Craftsman Truck races represents an agreed-upon percentage
of the Companys advertising revenues attributable to such race broadcasts. In fiscal 2006 and
2007 NASCAR is reimbursing the Company for the buyout of the remaining rights associated with a
certain sponsorship agreement. NASCAR also reimburses the Company for 50.0 percent of the
compensation paid to certain personnel working in the Companys legal, risk management and
transportation departments, as well as 50.0 percent of the compensation expense associated with
certain receptionists. The Company reimburses NASCAR for 50.0 percent of the compensation paid to
certain personnel working in NASCARs legal department. NASCARs reimbursement for use of the
Companys mailroom, janitorial services, security services, catering, graphic arts, photo and
publishing services, telephone system and the Companys reimbursement of NASCAR for use of
corporate aircraft, is based on actual usage or an allocation of total actual usage. The aggregate
amount received from NASCAR by the Company for shared expenses, net of amounts paid by the Company
for shared expenses, totaled approximately $3.6 million, $3.6 million and $6.5 million during
fiscal 2005, 2006 and 2007, respectively.
Grand American sanctions various events at certain of the Companys facilities. While certain
officers and directors of the Company are equity investors in Grand American, no officer or
director has more than a 10.0 percent equity interest. In addition, certain officers and directors
of the Company, representing a non-controlling interest, serve on Grand Americans Board of
Managers. Standard Grand American sanction agreements require racetrack operators to pay sanction
fees and prize and point fund monies for each sanctioned event conducted. The prize and point fund
monies are distributed by Grand American to participants in the events. Sanction fees paid by the
Company to Grand American totaled approximately $1.1 million, $1.2 million and $1.5 million for the
years ended November 30, 2005, 2006 and 2007, respectively.
Page 69
In addition, Grand American and the Company share a variety of expenses in the ordinary course of
business. Grand American pays rent to the Company for office space in Daytona Beach, Florida. These
rents are based upon estimated fair market lease rates for comparable facilities. Grand American
purchases various advertising, catering services, suites and hospitality and track and equipment
rentals from the Company based on similar prices paid by unrelated, third party purchasers of
similar items. The Company pays Grand American for the use of Grand Americans trademarks based on
similar prices paid by unrelated, third party purchasers of similar items. Grand Americans
reimbursement for use of the Companys mailroom, telephone system, security, graphic arts, photo
and publishing services is based on actual usage or an allocation of total actual usage. The
aggregate amount received from Grand American by the Company for shared expenses, net of amounts
paid by the Company for shared expenses, totaled approximately $223,000, $510,000 and $441,000
during fiscal 2005, 2006 and 2007, respectively.
The Company strives to ensure, and management believes that, the terms of the Companys
transactions with NASCAR and Grand American are no less favorable to the Company than could be
obtained in arms-length negotiations.
Certain members of the France Family Group paid the Company for the utilization of security
services, event planning, event tickets, purchase of catering services, maintenance services, and
certain equipment. During fiscal 2005, the Company provided publishing and distribution services
for Game Change Marketing, LLC, which is a company owned by a France Family Group member and leased
certain parcels of land from WCF and JCF, LLC, which is owned by France Family Group members. The
land parcels are used primarily for parking during the events held at
Martinsville Speedway (Martinsville). The
amounts paid for these items were based on actual costs incurred, similar prices paid by unrelated
third party purchasers of similar items or estimated fair market values. The aggregate amount
received by the Company for these items, net of amounts paid, totaled approximately $3.3 million,
$2.4 million and $3.6 million during fiscal 2005, 2006 and 2007, respectively.
The Company has collateral assignment split-dollar insurance agreements covering the lives of James
C. France, his spouse, and the surviving spouse of William C. France. Upon surrender of the
policies or payment of the death benefits thereunder, the Company is entitled to repayment of an
amount equal to the cumulative premiums previously paid by the Company. The Company may cause the
agreements to be terminated and the policies surrendered at any time after the cash surrender value
of the policies equals the cumulative premiums advanced under the agreements. The Company recorded
the insurance expense net of the increase in cash surrender value of the policies associated with
these agreements.
Crotty,
Bartlett & Kelly, P.A. (Crotty, Bartlett &
Kelly), a law firm controlled by siblings of W. Garrett Crotty, one of the
Companys executive officers, leased office space located in the Companys corporate office complex
in Daytona Beach, Florida. The Company engages Crotty, Bartlett &
Kelly for certain legal and consulting
services. The aggregate amount paid to Crotty, Bartlett &
Kelly by the Company for legal and consulting
services, net of amounts received by the Company for leased office space, totaled approximately
$180,000, $150,000 and $162,000 during fiscal 2005, 2006 and 2007, respectively.
J. Hyatt Brown, one of the Companys directors, serves as President and Chief Executive Officer of
Brown & Brown, Inc. (Brown & Brown). Brown & Brown has received commissions for serving as the
Companys insurance broker for several of the Companys insurance policies, including the Companys
property and casualty policy, certain employee benefit programs and the aforementioned split-dollar
arrangements. The aggregate commissions received by Brown & Brown in connection with the Companys
policies were approximately $507,000, $565,000 and $554,000 during fiscal 2005, 2006 and 2007,
respectively.
Kinsey, Vincent Pyle, L.C., a law firm which Christy F. Harris, one of the Companys directors,
joined in fiscal 2004, provided legal services to the Company during fiscal 2005, 2006 and 2007.
The Company paid approximately $359,000, $169,000 and $375,000 for these services in fiscal 2005,
2006 and 2007, which were charged to the Company on the same basis as those provided other clients.
Page 70
Mr. Gregory W. Penske, one of the Companys directors through April 2007, is also an officer and
director of Penske Performance, Inc. and other Penske Corporation affiliates, as well as the son of
Roger S. Penske. Roger S. Penske beneficially owns a majority of the voting stock of and controls
Penske Corporation and its affiliates. The
Company rented Penske Corporation and its affiliates certain facilities for a driving school and
sold hospitality suite occupancy and related services, merchandise and accessories to Penske
Corporation, its affiliates and other related companies. In a special promotional arrangement
designed to grow demand while maintaining price integrity, the Company sold approximately 8,000
tickets for certain events during 2005 at discounts greater than those afforded any other ticket
purchaser to Penske Automotive Group, one of the largest automobile retailers in Southern
California, which effected distribution of those tickets. Penske Truck Leasing rented certain
vehicles and sold related supplies and services to the Company. Also, the Company paid Penske
Corporation for the use of certain trademarks. In fiscal 2005, 2006 and 2007, the aggregate amount
received from Penske Corporation, its affiliates and other related companies, net of amounts paid
by the Company, totaled approximately $1.5 million, $1.9 million and $203,000, respectively for the
aforementioned goods and services.
Raceway Associates was owned 75.0 percent by Motorsports Alliance and 25.0 percent by the former
owners of the Route 66 prior to the companys purchase in February 2007. Edward H.
Rensi, a director of the Company, sold his approximately 1.3 percent ownership interest in Raceway
Associates to unrelated third parties in fiscal 2005. In 2005 and 2006, the Company owned an
indirect equity investment in Chicagoland through the Companys equity investment in
Motorsports Alliance. The Company paid Chicagoland fees to sell merchandise and programs
on its property and conduct radio broadcasts of its events. Chicagoland paid the Company for the
purchase of programs and for costs related to the use of the Companys jet dryers and other event
support at its events. The net amounts paid by the Company were approximately $572,000 and $636,000
during fiscal 2005 and 2006, respectively.
NOTE 13 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for income taxes and interest for the years ended November 30, is
summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
|
|
|
Income taxes paid |
|
$ |
84,093 |
|
|
$ |
79,228 |
|
|
$ |
66,169 |
|
|
|
|
|
Interest paid |
|
$ |
19,679 |
|
|
$ |
20,380 |
|
|
$ |
19,804 |
|
|
|
|
NOTE 14 LONG-TERM STOCK INCENTIVE PLAN
The Companys 1996 Long-Term Stock Incentive Plan (the 1996 Plan) authorized the grant of stock
options (incentive and nonqualified), stock appreciation rights and restricted stock. The Company
reserved an aggregate of 1,000,000 shares (subject to adjustment for stock splits and similar
capital changes) of the Companys Class A Common Stock for grants under the 1996 Plan. The 1996
Plan terminated in September 2006. All unvested stock options and restricted stock granted prior to
the termination will continue to vest and will continue to be exercisable in accordance with their
original terms.
In April, 2006, the Companys shareholders approved the 2006 Long-Term Incentive Plan (the 2006
Plan) which authorizes the grant of stock options (incentive and non-qualified), stock
appreciation rights, restricted and unrestricted stock, cash awards and Performance Units (as
defined in the 2006 Plan) to employees, consultants and advisors of the Company capable of
contributing to the Companys performance. The Company has reserved an aggregate of 1,000,000
shares (subject to adjustment for stock splits and similar capital changes) of the Companys Class
A Common Stock for grants under the 2006 Plan. Incentive Stock Options may be granted only to
employees
Page 71
eligible to receive them under the Internal Revenue Code of 1996, as amended. The 2006
Plan approved by the shareholders appoints the Compensation Committee (the Committee) to
administer the 2006 Plan. Awards under the 2006 Plan will contain such terms and conditions not
inconsistent with the 2006 Plan as the Committee in its discretion approves. The Committee has discretion to administer the 2006 Plan in the manner which
it determines, from time to time, is in the best interest of the Company.
Prior to December 1, 2005 the Company accounted for the 1996 Plan under the recognition and
measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations as permitted by SFAS No. 123, Accounting for
Stock-Based Compensation. The Company recognized stock-based compensation cost on its restricted
shares awarded on the accelerated method over their vesting periods equal to the fair market value
of these shares on the date of award. No stock-based employee compensation cost was reflected in
the Consolidated Statement of Operations relating to stock options for the fiscal year ended
November 30, 2005, as all options granted under the 1996 Plan had an exercise price equal to the
market value of the underlying common stock on the date of grant.
Effective December 1, 2005, the Company adopted the fair value recognition provisions of SFAS No.
123(R), Share-Based Payment, using the modified-prospective-transition method and accordingly
prior periods have not been restated to reflect the impact of SFAS 123(R). Under that transition
method, compensation cost recognized during the fiscal years ended November 30, 2006 and 2007
include: (a) compensation cost for all share-based payments granted prior to, but not yet vested as
of December 1, 2005, based on the grant date fair value estimated in accordance with the original
provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted
subsequent to December 1, 2005, based on the grant-date fair value estimated in accordance with the
provisions of SFAS No. 123(R). Stock-based compensation expense for the fiscal years ended November
30, 2006 and 2007, totaled approximately $2.7 million and $4.0 million, respectively. Stock-based
compensation expense for the fiscal year ended November 30, 2005, totaled approximately $2.0
million, under the intrinsic value method in accordance with APB No. 25.
As a result of adopting SFAS No. 123(R) on December 1, 2005, the Companys income before income
taxes and net income are approximately $459,000 and $283,000, and
$669,000 and $411,000 lower, for the
fiscal years ended November 30, 2006 and 2007, respectively, than if it had continued to account
for share-based compensation under APB Opinion No. 25. Basic and diluted earnings per share for the
fiscal year ended November 30, 2006 and 2007 are $0.01 and $0.01 lower, respectively, than if the
Company had continued to account for share-based compensation under APB No. 25.
Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits of deductions
resulting from the vesting of restricted stock awards and exercise of stock options as operating
cash flows in the Statement of Cash Flows. SFAS No. 123(R) requires the cash flows resulting from
the tax benefits from tax deductions in excess of the compensation cost recognized for restricted
stock awards and options (excess tax benefits) to be classified as financing cash flows. The
$185,000 and $170,000 excess tax benefits relating to stock-based compensation classified as a
financing cash inflow for the years ended November 30, 2006 and 2007, respectively, would have been
classified as an operating cash inflow prior to the adoption of SFAS No. 123(R).
The following table illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of SFAS No. 123(R) to stock-based employee
compensation after giving consideration to potential forfeitures for the year ended November 30,
2005. For purposes of this pro forma disclosure, the fair value of the options is estimated using a
Black-Scholes-Merton option-pricing formula and amortized to expense over the options vesting
periods (in thousands, except per share amounts):
Page 72
|
|
|
|
|
|
|
2005 |
|
Net income, as reported |
|
$ |
159,361 |
|
|
|
|
|
|
Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects |
|
|
1,190 |
|
|
|
|
|
|
Deduct: Stock-based employee compensation expense determined
under fair value based method for all awards, net of related tax
effects |
|
|
(1,380 |
) |
|
|
|
|
Pro forma net income |
|
$ |
159,171 |
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basic as reported |
|
$ |
3.00 |
|
|
|
|
|
Basic pro forma |
|
$ |
3.00 |
|
|
|
|
|
Diluted as reported |
|
$ |
2.99 |
|
|
|
|
|
Diluted pro forma |
|
$ |
2.99 |
|
|
|
|
|
Restricted Stock Awards
Restricted stock awarded under the 1996 Plan and 2006 Plan (collectively the Plans) generally are
subject to forfeiture in the event of termination of employment prior to vesting dates. Prior to
vesting, the Plans participants own the shares and may vote and receive dividends, but are subject
to certain restrictions. Restrictions include the prohibition of the sale or transfer of the shares
during the period prior to vesting of the shares. The Company also has the right of first refusal
to purchase any shares of stock issued under the Plans which are offered for sale subsequent to
vesting. The Company records stock-based compensation cost on its restricted shares awarded on the
accelerated method over the requisite service period.
Restricted stock of the Companys Class A Common Stock awarded under the Plans generally vest at
the rate of 50.0 percent of each award on the third anniversary of the award date and the remaining
50.0 percent on the fifth anniversary of the award date.
The fair value of nonvested restricted stock is determined based on the opening trading price of
the Companys Class A Common Stock on the grant date. The Company granted 53,599, 60,015 and 53,865
shares of restricted stock awards of the Companys Class A Common Stock during the fiscal years
ended November 30, 2005, 2006 and 2007, respectively, to certain officers and managers under the
Plans. The weighted average grant date fair value of these restricted stock awards was $54.23,
$50.90 and $51.70 per share, respectively.
Page 73
A summary of the status of the Companys restricted stock as of November 30,
2007, and changes during the fiscal year ended November 30, 2007, is presented
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
Weighted-Average |
|
Aggregate |
|
|
|
|
|
|
Grant-Date |
|
Remaining |
|
Intrinsic |
|
|
Restricted |
|
Fair Value |
|
Contractual |
|
Value |
|
|
Shares |
|
(Per Share) |
|
Term (Years) |
|
(in thousands) |
|
Unvested at November 30, 2006 |
|
|
194,480 |
|
|
$ |
48.2 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
53,865 |
|
|
|
51.7 |
|
|
|
|
|
|
|
|
|
Vested |
|
|
(68,185 |
) |
|
45.8 |
|
|
|
|
|
|
|
|
Forfeited |
|
|
(409 |
) |
|
53.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at November 30, 2007 |
|
|
179,751 |
|
|
$50.1 |
|
|
3.0 |
|
|
$7,659.2 |
|
|
|
As of
November 30, 2007, there was approximately $4.2 million of total
unrecognized compensation cost related to unvested restricted stock awards
granted under the Stock Plans. This cost is expected to be recognized over a
weighted-average period of 3.0 years. The total fair value of restricted stock
awards vested during the fiscal years ended November 30, 2005, 2006 and 2007,
was approximately $2.3 million, $2.0 million and $3.6 million, respectively.
Nonqualified and Incentive Stock Options
A portion of each non-employee directors compensation for their service as a
director is through awards of options to acquire shares of the Companys Class
A Common Stock under the Plans. These options become exercisable one year after
the date of grant and expire on the tenth anniversary of the date of grant. The
Company also grants options to certain non-officer managers to purchase the
Companys Class A Common Stock under the Plans. These options generally vest
over a two and one-half year period and expire on the tenth anniversary of the
date of grant. The Company records stock-based compensation cost on its stock
options awarded on the straight-line method over the requisite service period.
The fair value of each option granted is estimated on the grant date using the
Black-Scholes-Merton option-pricing valuation model that uses the assumptions
noted in the following table. Expected volatilities are based on implied
volatilities from historical volatility of the Companys stock and other
factors. The Company uses historical data to estimate option exercises and
employee terminations within the valuation model. Separate groups of employees
that have similar historical exercise behavior are considered separately for
valuation purposes. The expected term of options granted is estimated based on
historical exercise behavior and represents the period of time that options
granted are expected to be outstanding. The risk-free rate for periods within
the contractual life of the option is based on the U.S. Treasury yield curve in
effect at the time of grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
Expected volatility |
|
|
25.3 |
% |
|
|
24.8%-32.8 |
% |
|
|
22.5%-28.7 |
% |
Weighted average volatility |
|
|
25.3 |
% |
|
|
27.3 |
% |
|
|
24.3 |
% |
Expected dividends |
|
|
0.11 |
% |
|
|
0.16 |
% |
|
|
0.2 |
% |
Expected term (in years) |
|
|
5.0 |
|
|
|
5.1-6.8 |
|
|
|
4.9-7.1 |
|
Risk-free rate |
|
|
3.2 |
% |
|
|
5.0%-5.1 |
% |
|
|
4.9 |
% |
Page 74
A summary of option activity under the Stock Plan as of November 30, 2007, and
changes during the year then ended is presented as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
Remaining |
|
Intrinsic |
|
|
|
|
|
|
Weighted-Average |
|
Contractual |
|
Value |
Options |
|
Shares |
|
Exercise Price |
|
Term (Years) |
|
(in thousands) |
|
Outstanding at November 30, 2006 |
|
|
143,039 |
|
|
$ |
46.4 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
63,340 |
|
|
|
52.7 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(8,484 |
) |
|
|
42.1 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(4,667 |
) |
|
51.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at November 30, 2007 |
|
|
193,228 |
|
|
$ |
48.6 |
|
|
|
7.3 |
|
|
$51.9 |
|
|
|
Vested and expected to vest at
November 30, 2007 |
|
189,748 |
|
$ |
48.5 |
|
|
|
7.2 |
|
|
$51.9 |
|
|
|
Exercisable at November 30, 2007 |
|
|
111,538 |
|
|
$ |
46.2 |
|
|
|
5.8 |
|
|
$51.9 |
|
|
|
The weighted average grant-date fair value of options granted during the fiscal
years ended November 30, 2005, 2006 and 2007 was $16.2, $16.6
and $17.4,
respectively. The total intrinsic value of options exercised during the fiscal
years ended November 30, 2005, 2006 and 2007 was approximately $181,000,
$39,000 and $85,000, respectively. The actual tax benefit realized for the tax
deductions from exercise of the stock options totaled approximately $70,000,
$15,000 and $33,000 for the fiscal years ended November 30, 2005, 2006 and 2007,
respectively.
As of
November 30, 2007, there was approximately $1.4 million of total unrecognized
compensation cost related to unvested stock options granted under the Stock
Plan. That cost is expected to be recognized over a weighted-average period of
1.5 years.
NOTE 15 FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, accounts receivable,
short-term investments, accounts payable, and accrued liabilities approximate
fair value due to the short-term maturities of these assets and liabilities.
Fair values of long-term debt and interest rate swaps are based on quoted
market prices at the date of measurement. The Companys credit facilities
approximate fair value as they bear interest rates that approximate market. At
November 30, 2007, the fair value of the remaining long-term debt, as
determined by quotes from financial institutions, was $383.4 million compared
to the carrying amount of $377.5 million.
NOTE 16 QUARTERLY DATA (UNAUDITED)
The Company derives most of its income from a limited number of
NASCAR-sanctioned races. As a result, the Companys business has been, and is
expected to remain, highly seasonal based on the timing of major events. For
example, one of the Companys NASCAR NEXTEL Cup Series events is traditionally
held on the Sunday preceding Labor Day. Accordingly, the revenue and expenses
for that race and/or the related supporting events may be recognized in either
the fiscal quarter ending August 31 or the fiscal quarter ending November 30.
Page 75
The following table presents certain unaudited financial data for each quarter
of fiscal 2006 and 2007 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter Ended |
|
|
February 28, |
|
May 31, |
|
August 31, |
|
November 30, |
|
|
2006 |
|
2006 |
|
2006 |
|
2006(1) |
|
|
|
Total revenue |
|
$ |
193,934 |
|
|
$ |
172,083 |
|
|
$ |
178,892 |
|
|
$ |
253,460 |
|
Operating income |
|
|
78,463 |
|
|
|
52,176 |
|
|
|
51,808 |
|
|
|
16,719 |
|
Income from continuing operations |
|
|
44,131 |
|
|
|
30,727 |
|
|
|
55,909 |
|
|
|
7,823 |
|
Net income |
|
|
44,053 |
|
|
|
30,687 |
|
|
|
34,272 |
|
|
|
7,792 |
|
Basic earnings per share |
|
|
0.83 |
|
|
|
0.58 |
|
|
|
0.64 |
|
|
|
0.15 |
|
Diluted earnings per share |
|
|
0.83 |
|
|
|
0.58 |
|
|
|
0.64 |
|
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter Ended |
|
|
February 28, |
|
May 31, |
|
August 31, |
|
November 30, |
|
|
2007 |
|
2007 |
|
2007(2) |
|
2007(2) |
|
|
|
Total revenue |
|
$ |
185,179 |
|
|
$ |
181,542 |
|
|
$ |
196,300 |
|
|
$ |
253,542 |
|
Operating income |
|
|
65,770 |
|
|
|
35,021 |
|
|
|
48,213 |
|
|
|
92,739 |
|
Income from continuing operations |
|
|
35,839 |
|
|
|
18,396 |
|
|
|
9,547 |
|
|
|
22,509 |
|
Net income |
|
|
35,819 |
|
|
|
18,390 |
|
|
|
9,517 |
|
|
|
22,475 |
|
Basic earnings per share |
|
|
0.67 |
|
|
|
0.35 |
|
|
|
0.18 |
|
|
|
0.43 |
|
Diluted earnings per share |
|
|
0.67 |
|
|
|
0.35 |
|
|
|
0.18 |
|
|
|
0.43 |
|
(1) The fourth quarter of fiscal 2006
includes a non-cash, pre-tax charge for the impairment of long-lived assets of
approximately $84.7 million, or $1.01 per diluted share related to the Companys
decision to discontinue its speedway development efforts on Staten Island.
(2) In fiscal 2007, Equity in Net
Loss From Equity Investments includes a net loss of $57.0 million, or $1.04 per
diluted share, representing the Company's results from its 50.0 percent indirect
interest in Motorsports Authentics loss from operations, which includes the third
quarter write-down of certain inventory and related assets and a fourth quarter impairment
of goodwill, certain intangibles and other long-lived assets.
NOTE 17 SEGMENT REPORTING
The general nature of the Companys business is a motorsports themed amusement
enterprise, furnishing amusement to the public in the form of motorsports
themed entertainment. The Companys motorsports event operations consist
principally of racing events at its major motorsports entertainment facilities.
The Companys remaining business units, which are comprised of the radio
network production and syndication of numerous racing events and programs, the
operation of a motorsports-themed amusement and entertainment complex, certain
souvenir merchandising operations not associated with the promotion of
motorsports events at the Companys facilities, construction management
services, leasing operations, financing and licensing operations and
agricultural operations are included in the All Other segment. The Company
evaluates financial performance of the business units on operating profit after
allocation of corporate general and administrative (G&A) expenses. Corporate
G&A expenses are allocated to business units based on each business units net
revenues to total net revenues.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Intersegment sales are accounted
for at prices comparable to unaffiliated customers. Intersegment revenues were
approximately $12.2 million, $8.5 million and $4.0 million for the years
ended November 30, 2005, 2006, and 2007, respectively (in thousands).
Page 76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Year Ended November 30, 2005 |
|
|
Motorsports |
|
All |
|
|
|
|
Event |
|
Other |
|
Total |
|
|
|
Revenues |
|
$ |
702,870 |
|
|
$ |
49,455 |
|
|
$ |
752,325 |
|
Depreciation and amortization |
|
|
43,971 |
|
|
|
6,922 |
|
|
|
50,893 |
|
Operating income |
|
|
255,459 |
|
|
|
9,806 |
|
|
|
265,265 |
|
Equity
investments income |
|
|
3,516 |
|
|
|
|
|
|
|
3,156 |
|
Capital expenditures |
|
|
222,736 |
|
|
|
26,114 |
|
|
|
248,850 |
|
Total assets |
|
|
1,538,614 |
|
|
|
258,455 |
|
|
|
1,797,069 |
|
Equity investments |
|
|
51,160 |
|
|
|
|
|
|
|
51,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Year Ended November 30, 2006 |
|
|
Motorsports |
|
All |
|
|
|
|
Event |
|
Other |
|
Total |
|
|
|
Revenues |
|
$ |
758,263 |
|
|
$ |
48,577 |
|
|
$ |
806,840 |
|
Depreciation and amortization |
|
|
49,295 |
|
|
|
7,538 |
|
|
|
56,833 |
|
Operating income |
|
|
188,133 |
|
|
|
11,033 |
|
|
|
199,166 |
|
Equity
investments income |
|
|
318 |
|
|
|
|
|
|
|
318 |
|
Capital expenditures |
|
|
96,635 |
|
|
|
13,739 |
|
|
|
110,374 |
|
Total assets |
|
|
1,627,129 |
|
|
|
294,930 |
|
|
|
1,922,059 |
|
Equity investments |
|
|
175,915 |
|
|
|
|
|
|
|
175,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Year Ended November 30, 2007 |
|
|
Motorsports |
|
All |
|
|
|
|
Event |
|
Other |
|
Total |
|
|
|
Revenues |
|
$ |
771,221 |
|
|
$ |
49,357 |
|
|
$ |
820,578 |
|
Depreciation and amortization |
|
|
60,225 |
|
|
|
19,980 |
|
|
|
80,205 |
|
Operating income |
|
|
238,827 |
|
|
|
2,916 |
|
|
|
241,743 |
|
Equity
investments loss |
|
|
(58,147 |
) |
|
|
|
|
|
|
(58,147 |
) |
Capital expenditures |
|
|
72,152 |
| |
|
23,908 |
|
|
|
96,060 |
|
Total assets |
|
|
1,701,518 |
|
|
|
280,599 |
|
|
|
1,982,117 |
|
Equity investments |
|
|
76,839 |
|
|
|
|
|
|
|
76,839 |
|
NOTE 18 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
In connection with the 2004 Senior Notes, the Company is required to provide
condensed consolidating financial information for its subsidiary guarantors.
All of the Companys subsidiaries have, jointly and severally, fully and
unconditionally guaranteed, to each holder of 2004 Senior Notes and the trustee
under the Indenture for the 2004 Senior Notes, the full and prompt performance
of the Companys obligations under the indenture and the 2004 Senior Notes,
including the payment of principal (or premium, if any, on) and interest on the
2004 Senior Notes, on a equal and ratable basis.
The subsidiary guarantees are unsecured obligations of each subsidiary
guarantor and rank equally in right of payment with all senior indebtedness of
that subsidiary guarantor and senior in right of payment to all subordinated
indebtedness of that subsidiary guarantor. The subsidiary guarantees are
effectively subordinated to any secured indebtedness of the subsidiary
guarantor with respect to the assets securing that indebtedness.
In the absence of both default and notice, there are no restrictions imposed by
the Companys Credit Facility, 2004 Senior Notes, or guarantees on the
Companys ability to obtain funds from its subsidiaries by dividend or loan.
The Company has not presented separate financial statements for each of the
guarantors, because it has deemed that such financial statements would not
provide the investors with any material additional information.
Included in the tables below, are condensed consolidating balance sheets as of
November 30, 2006 and 2007, and the condensed consolidating statements of
operations and cash flows for the years ended November 30, 2005, 2006 and 2007,
of: (a) the Parent; (b) the guarantor subsidiaries; (c) elimination entries
necessary to consolidate Parent with guarantor subsidiaries; and (d) the
Company on a consolidated basis (in thousands).
Page 77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet At November 30, 2006 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Current assets |
|
$ |
16,396 |
|
|
$ |
208,430 |
|
|
$ |
(21,224 |
) |
|
$ |
203,602 |
|
Property and equipment, net |
|
|
176,574 |
|
|
|
980,739 |
|
|
|
|
|
|
|
1,157,313 |
|
Advances to and investments in subsidiaries |
|
|
1,659,901 |
|
|
|
734,303 |
|
|
|
(2,394,204 |
) |
|
|
|
|
Other assets |
|
|
127,371 |
|
|
|
433,773 |
|
|
|
|
|
|
|
561,144 |
|
|
|
|
Total Assets |
|
$ |
1,980,242 |
|
|
$ |
2,357,245 |
|
|
$ |
(2,415,428 |
) |
|
$ |
1,922,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
39,617 |
|
|
$ |
150,125 |
|
|
$ |
6,562 |
|
|
$ |
196,304 |
|
Long-term debt |
|
|
1,037,135 |
|
|
|
48,411 |
|
|
|
(718,222 |
) |
|
|
367,324 |
|
Deferred income taxes |
|
|
58,586 |
|
|
|
133,056 |
|
|
|
|
|
|
|
191,642 |
|
Other liabilities |
|
|
5 |
|
|
|
11,669 |
|
|
|
|
|
|
|
11,674 |
|
Total shareholders equity |
|
|
844,899 |
|
|
|
2,013,984 |
|
|
|
(1,703,768 |
) |
|
|
1,155,115 |
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
1,980,242 |
|
|
$ |
2,357,245 |
|
|
$ |
(2,415,428 |
) |
|
$ |
1,922,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet At November 30, 2007 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Current assets |
|
$ |
17,882 |
|
|
$ |
163,062 |
|
|
$ |
(21,118 |
) |
|
$ |
159,826 |
|
Property and equipment, net |
|
|
184,188 |
|
|
|
1,118,990 |
|
|
|
|
|
|
|
1,303,178 |
|
Advances to and investments in subsidiaries |
|
|
2,971,213 |
|
|
|
1,011,557 |
|
|
|
(3,982,770 |
) |
|
|
|
|
Other assets |
|
|
133,919 |
|
|
|
385,194 |
|
|
|
|
|
|
|
519,113 |
|
|
|
|
Total Assets |
|
$ |
3,307,202 |
|
|
$ |
2,678,803 |
|
|
$ |
(4,003,888 |
) |
|
$ |
1,982,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
39,877 |
|
|
$ |
166,992 |
|
|
$ |
5,434 |
|
|
$ |
212,303 |
|
Long-term debt |
|
|
1,312,018 |
|
|
|
43,383 |
|
|
|
(980,392 |
) |
|
|
375,009 |
|
Deferred income taxes |
|
|
58,633 |
|
|
|
155,476 |
|
|
|
|
|
|
|
214,109 |
|
Other liabilities |
|
|
|
|
|
|
21,608 |
|
|
|
|
|
|
|
21,608 |
|
Total shareholders equity |
|
|
1,896,674 |
|
|
|
2,291,344 |
|
|
|
(3,028,930 |
) |
|
|
1,159,088 |
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
3,307,202 |
|
|
$ |
2,678,803 |
|
|
$ |
(4,003,888 |
) |
|
$ |
1,982,117 |
|
|
|
|
Page 78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations For The Year Ended November 30, 2005 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Total revenues |
|
$ |
2,211 |
|
|
$ |
878,267 |
|
|
$ |
(140,349 |
) |
|
$ |
740,129 |
|
Total expenses |
|
|
31,649 |
|
|
|
583,564 |
|
|
|
(140,349 |
) |
|
|
474,864 |
|
Operating (loss) income |
|
|
(29,438 |
) |
|
|
294,703 |
|
|
|
|
|
|
|
265,265 |
|
Interest and other income (expense), net |
|
|
(134 |
) |
|
|
19,992 |
|
|
|
(24,175 |
) |
|
|
(4,317 |
) |
(Loss) income from continuing operations |
|
|
(13,592 |
) |
|
|
196,839 |
|
|
|
(24,175 |
) |
|
|
159,072 |
|
Net (loss) income |
|
|
(13,592 |
) |
|
|
197,128 |
|
|
|
(24,175 |
) |
|
|
159,361 |
|
|
|
|
Condensed Consolidating Statement of Operations For The Year Ended November 30, 2006 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Total revenues |
|
$ |
2,252 |
|
|
$ |
941,957 |
|
|
$ |
(145,840 |
) |
|
$ |
798,369 |
|
Total expenses |
|
|
40,085 |
|
|
|
704,958 |
|
|
|
(145,840 |
) |
|
|
599,203 |
|
Operating (loss) income |
|
|
(37,833 |
) |
|
|
236,999 |
|
|
|
|
|
|
|
199,166 |
|
Interest and other (expense) income, net |
|
|
(21,442 |
) |
|
|
42,327 |
|
|
|
(27,604 |
) |
|
|
(6,719 |
) |
(Loss) income from continuing operations |
|
|
(38,119 |
) |
|
|
182,703 |
|
|
|
(27,604 |
) |
|
|
116,980 |
|
Net (loss) income |
|
|
(38,119 |
) |
|
|
182,527 |
|
|
|
(27,604 |
) |
|
|
116,804 |
|
|
|
|
Condensed Consolidating Statement of Operations For The Year Ended November 30, 2007 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Total revenues |
|
$ |
1,684 |
|
|
$ |
952,890 |
|
|
$ |
(138,011 |
) |
|
$ |
816,563 |
|
Total expenses |
|
|
52,415 |
|
|
|
660,416 |
|
|
|
(138,011 |
) |
|
|
574,820 |
|
Operating (loss) income |
|
|
(50,731 |
) |
|
|
292,474 |
|
|
|
|
|
|
|
241,743 |
|
Interest and other (expense) income, net |
|
|
(30,565 |
) |
|
|
(12,716 |
) |
|
|
(25,504 |
) |
|
|
(68,785 |
) |
(Loss) income from continuing operations |
|
|
(52,311 |
) |
|
|
164,106 |
|
|
|
(25,504 |
) |
|
|
86,291 |
|
Net (loss) income |
|
|
(52,311 |
) |
|
|
164,016 |
|
|
|
(25,504 |
) |
|
|
86,201 |
|
Page 79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows For The Year Ended November 30, 2005 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Net cash (used in) provided by operating activities |
|
$ |
(113,798 |
) |
|
$ |
274,372 |
|
|
$ |
(13,802 |
) |
|
$ |
146,772 |
|
Net cash provided by (used in) investing activities |
|
|
123,919 |
|
|
|
(303,932 |
) |
|
|
13,802 |
|
|
|
(166,211 |
) |
Net cash used in financing activities |
|
|
(3,276 |
) |
|
|
(7,505 |
) |
|
|
|
|
|
|
(10,781 |
) |
|
|
|
Condensed Consolidating Statement of Cash Flows For The Year Ended November 30, 2006 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Net cash (used in) provided by operating activities |
|
$ |
(39,131 |
) |
|
$ |
303,891 |
|
|
$ |
(23,363 |
) |
|
$ |
241,397 |
|
Net cash provided by (used in) investing activities |
|
|
37,075 |
|
|
|
(367,553 |
) |
|
|
23,363 |
|
|
|
(307,115 |
) |
Net cash used in financing activities |
|
|
(4,724 |
) |
|
|
(635 |
) |
|
|
|
|
|
|
(5,359 |
) |
|
|
|
Condensed Consolidating Statement of Cash Flows For The Year Ended November 30, 2007 |
|
|
|
|
|
|
Combined |
|
|
|
|
|
|
Parent |
|
Guarantor |
|
|
|
|
|
|
Company |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
|
Net cash (used in) provided by operating activities |
|
$ |
(39,181 |
) |
|
$ |
324,035 |
|
|
$ |
(26,738 |
) |
|
$ |
258,116 |
|
Net cash provided by (used in) investing activities |
|
|
128,769 |
|
|
|
(299,797 |
) |
|
|
26,738 |
|
|
|
(144,290 |
) |
Net cash used in financing activities |
|
|
(86,281 |
) |
|
|
(29,910 |
) |
|
|
|
|
|
|
(116,191 |
) |
Page 80
Schedule II Valuation and Qualifying Accounts (In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
Balance |
|
charged to |
|
|
|
|
|
Balance |
|
|
beginning |
|
costs and |
|
|
|
|
|
at end of |
Description |
|
of period |
|
expenses |
|
Deductions (A) |
|
period |
|
For the year ended November 30, 2007
Allowance for doubtful accounts |
|
$ |
1,000 |
|
|
$ |
667 |
|
|
$ |
467 |
|
|
$ |
1,200 |
|
For the year ended November 30, 2006
Allowance for doubtful accounts |
|
|
1,500 |
|
|
|
340 |
|
|
|
840 |
|
|
|
1,000 |
|
For the year ended November 30, 2005
Allowance for doubtful accounts |
|
|
1,500 |
|
|
|
227 |
|
|
|
227 |
|
|
|
1,500 |
|
|
|
|
(A) |
|
Uncollectible accounts written off, net of recoveries. |
Page 81
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures, as such term is defined under Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(Exchange Act), under the supervision of and with the participation of our
management, including the Chief Executive Officer, Chief Financial Officer and
Chief Accounting Officer. Based on that evaluation, our management, including
the Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer, concluded that our disclosure controls and procedures, subject to
limitations as noted below, were effective at November 30, 2007, and during the
period prior to and including the date of this report. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to November 30, 2007.
Because of its inherent limitations, our disclosure controls and procedures may
not prevent or detect misstatements. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, have
been detected.
Report of Management on Internal Control Over Financial Reporting
January 28, 2008
We, as members of management of International Speedway Corporation, are
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material
effect on the financial statements.
Because of its inherent limitations, our disclosure controls and procedures may
not prevent or detect misstatements. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, have
been detected. Also, projections of any evaluation of effectiveness to future
Page 82
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate.
Our assessment of and conclusion on the effectiveness of internal control over
financial reporting did not include the internal controls of a motorsports
entertainment complex acquired during 2007, which is included in the 2007
consolidated financial statements and constituted $191 million
of total assets as of November 30, 2007 and revenues
and net income for the year then ended of $48 million and $7
million, respectively. We did not assess the effectiveness of internal control
over financial reporting of this motorsports entertainment complex because of
the timing of the acquisition which was completed in February 2007.
We, under the supervision of and with the participation of our management,
including the Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer, assessed the Companys internal control over financial
reporting as of November 30, 2007, based on criteria for effective internal
control over financial reporting described in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, we concluded that we maintained effective
internal control over financial reporting as of November 30, 2007, based on the
specified criteria.
The effectiveness of our internal control over financial reporting has been
audited by Ernst & Young LLP, an independent registered public accounting firm,
as stated in their report which is included herein.
Page 83
PART III
Pursuant to General Instruction G. (3) the information required by Part III
(Items 10, 11, 12, 13, and 14) is to be incorporated by reference from our
definitive information statement (filed pursuant to Regulation 14C) which
involves the election of directors and which is to be filed with the Commission
not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Page 84
PART IV
ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of this report
1. Consolidated Financial Statements listed below:
Consolidated Balance Sheets
- November 30, 2006 and 2007
Consolidated Statements of Operations
- Years ended November 30, 2005, 2006, and 2007
Consolidated Statements of Changes in Shareholders Equity
- Years ended November 30, 2005, 2006, and 2007
Consolidated Statements of Cash Flows
- Years ended November 30, 2005, 2006, and 2007
Notes to Consolidated Financial Statements
2. Consolidated Financial Statement Schedules listed below:
II Valuation and qualifying accounts
All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements and
notes thereto.
Page 85
3. Exhibits:
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
3.1 |
|
|
Articles of Amendment of the Restated and Amended Articles of Incorporation of the
Company, as filed with the Florida Department of State on July 26, 1999. (3.1)** |
|
|
|
|
|
|
3.2 |
|
|
Conformed Copy of Amended and Restated Articles of Incorporation of the Company, as
amended as of July 26, 1999. (3.2)** |
|
|
|
|
|
|
3.3 |
|
|
Conformed Copy of Amended and Restated By-Laws of the Company. (3)(ii)*** |
|
|
|
|
|
|
4.1 |
|
|
Indenture, dated April 23, 2004, between the Company, certain subsidiaries, and
Wachovia Bank, National Association, as Trustee. (4.1)**** |
|
|
|
|
|
|
4.2 |
|
|
Indenture, dated April 23, 2004, between the Company, certain subsidiaries, and
Wachovia Bank, National Association, as Trustee. (4.2)**** |
|
|
|
|
|
|
4.3 |
|
|
Registration Rights Agreement, dated as of April 23, 2004, among the Company, certain
subsidiaries, Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. and
SunTrust Capital Markets, Inc. (4.3)**** |
|
|
|
|
|
|
4.4 |
|
|
Form of Registered Note due 2009 (included in Exhibit 4.1). (4.1)**** |
|
|
|
|
|
|
4.5 |
|
|
Form of Registered Note due 2014 (included in Exhibit 4.2). (4.2)**** |
|
|
|
|
|
|
4.6 |
|
|
$300,000,000 Credit Agreement, dated as of September 12, 2003, among the Company,
certain subsidiaries and the lenders party thereto. (1)***** |
|
|
|
|
|
|
10.1 |
|
|
Daytona Property Lease. (3)****** |
|
|
|
|
|
|
10.2 |
|
|
1996 Long-Term Incentive Plan. (5)****** |
|
|
|
|
|
|
10.3 |
|
|
Split-Dollar Agreement (WCF).* (6)****** |
|
|
|
|
|
|
10.4 |
|
|
Split-Dollar Agreement (JCF).* (7)****** |
|
|
|
|
|
|
21 |
|
|
Subsidiaries of the Registrant filed herewith. |
|
|
|
|
|
|
23.1 |
|
|
Consent of Ernst &Young LLP filed herewith. |
|
|
|
|
|
|
23.2 |
|
|
Consent of Grant Thornton LLP filed herewith. |
|
|
|
|
|
|
31.1 |
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer filed herewith |
|
|
|
|
|
|
31.2 |
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer filed herewith. |
|
|
|
|
|
|
31.3 |
|
|
Rule 13a-14(a) / 15d-14(a) Certification of Chief Accounting Officer filed
herewith. |
Page 86
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
32 |
|
|
Section 1350 Certification filed herewith. |
|
|
|
|
|
|
99 |
|
|
Report of Registered Public Accounting Firm and Consolidated Financial
Statements of Motorsports Authentics, LLC as of and for the years ended November 30, 2007 and 2006. |
|
|
|
* |
|
Compensatory Plan required to be filed as an exhibit pursuant to Item 14(c). |
|
** |
|
Incorporated by reference to the exhibit shown in parentheses and filed with the
Companys Report on Form 8-K dated July 26, 1999 |
|
*** |
|
Incorporated by reference to the exhibit shown in parentheses and filed with the
Companys report on Form 10-Q for the quarter
ended February 28, 2003. |
|
**** |
|
Incorporated by reference to the exhibit shown in parentheses and filed with the
Companys Registration Statement filed on Form
S-4 File No. 333-118168. |
|
***** |
|
Incorporated by reference to the exhibit shown in parentheses and filed with the
Companys report on Form 10-Q for the quarter
ended August 31, 2003. |
|
****** |
|
Incorporated by reference to the exhibit shown in parentheses and filed with the Companys Report on Form 10-K for the year
ended November 30, 1998. |
Page 87
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ James C. France James C. France |
|
Chief Executive Officer and Vice Chairman of the Board (Principal Executive Officer) |
|
January 28, 2008 |
|
|
|
|
|
/s/ Susan G. Schandel Susan G. Schandel |
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
|
January 28, 2008 |
|
|
|
|
|
/s/ Daniel W. Houser Daniel W. Houser |
|
Vice President, Controller, Chief Accounting Officer and Assistant Treasurer (Principal Accounting Officer) |
|
January 28, 2008 |
|
|
|
|
|
/s/ Lesa France Kennedy Lesa France Kennedy |
|
Director |
|
January 28, 2008 |
|
|
|
|
|
/s/ Brian Z. France Brian Z. France |
|
Director |
|
January 28, 2008 |
|
|
|
|
|
/s/ J. Hyatt Brown J. Hyatt Brown |
|
Director |
|
January 28, 2008 |
|
|
|
|
|
/s/ Raymond K. Mason, Jr. Raymond K. Mason, Jr. |
|
Director |
|
January 28, 2008 |
|
|
|
|
|
/s/ Larry Aiello, Jr. Larry Aiello, Jr. |
|
Director
|
|
January 28, 2008 |
Page 88