10-Q 1 q22801.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended February 28, 2001

INTERNATIONAL SPEEDWAY CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA

O-2384

59-0709342

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD, DAYTONA BEACH, FLORIDA

32114

(Address of principal executive offices)

(Zip  code)

Registrant's telephone number, including area code: (386) 254-2700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:

Class A Common Stock – 24,132,363 shares as of March 31, 2001.

Class B Common Stock – 28,990,984 shares as of March 31, 2001.


PART I .           FINANCIAL INFORMATION

ITEM 1.            FINANCIAL STATEMENTS

INTERNATIONAL SPEEDWAY CORPORATION

Condensed Consolidated Balance Sheets

               
       

November 30,

February 28,

       

2000

2001

       

(Unaudited)

       
(In Thousands)

ASSETS

Current Assets:

Cash and cash equivalents

$

50,592

$

52,847

Short-term investments

200

200

Receivables, less allowance of $1,200 and $1,500, respectively

21,916

56,686

Inventories

3,009

3,500

Prepaid expenses and other current assets

10,793

10,932


Total Current Assets

86,510

124,165

Property and Equipment, net of accumulated depreciation of $116,942

and $124,794, respectively

794,869

816,059

Other Assets:

Equity investments

28,579

28,412

Goodwill, less accumulated amortization of $24,807 and

$29,331, respectively

692,481

688,002

Restricted investments (Note 2)

35,193

29,534

Other

27,806

29,172


784,059

775,120


Total Assets

$

1,665,438

$

1,715,344


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$

14,340

$

16,404

Deferred income

111,492

143,493

Current portion of long-term debt (Note 2)

5,165

9,215

Income taxes payable

-

5,658

Other current liabilities

9,554

16,309


Total Current Liabilities

140,551

191,079

Long-Term Debt (Note 2)

470,551

441,540

Deferred Income Taxes

88,534

94,342

Long-Term Deferred Income

11,780

11,932

Other Long-Term Liabilities

-

219

Minority Interest

3,151

2,854

Commitments and Contingencies

-

-

Shareholders’ Equity:

Class A Common Stock, $.01 par value, 80,000,000 shares authorized;

23,687,603 and 24,088,378 issued and outstanding at November 30,

2000 and February 28, 2001, respectively

237

241

Class B Common Stock $.01 par value, 40,000,000 shares authorized;

29,457,567 and 29,034,969 issued and outstanding at November 30,

2000 and February 28, 2001, respectively

294

290

Additional paid-in capital

690,114

690,105

Retained earnings

262,846

285,160

Accumulated other comprehensive loss

-

(219)


953,491

975,577

Less: unearned compensation-restricted stock

2,620

2,199


Total Shareholders’ Equity

950,871

973,378


Total Liabilities and Shareholders’ Equity

$

1,665,438

$

1,715,344


See accompanying notes.


INTERNATIONAL SPEEDWAY CORPORATION

Condensed Consolidated Statements of Income

               
       

Three Months Ended

       

February 29,

February 28,

       

2000

2001

       

(Unaudited)

       
       

(In Thousands, Except Per Share Amounts)

REVENUES:

       
 

Admissions, net

$

48,594

$

49,905

 

Motorsports related income

 

45,774

 

54,416

 

Food, beverage and merchandise income

 

16,237

 

15,194

 

Other income

 

990

 

1,174

       
         

111,595

 

120,689

               

EXPENSES:

       
 

Direct expenses:

       
   

Prize and point fund monies and NASCAR sanction fees

 

18,792

 

19,309

   

Motorsports related expenses

 

17,142

 

16,659

   

Food, beverage and merchandise expenses

 

8,553

 

7,852

 

General and administrative expenses

 

19,081

 

19,508

 

Depreciation and amortization

 

12,840

 

12,964

       
         

76,408

 

76,292

 

Operating income

 

35,187

 

44,397

Interest income

 

1,549

 

1,220

Interest expense

 

(8,062)

 

(6,257)

Equity in net loss from equity investments

 

(552)

 

(635)

Minority interest

 

263

 

297

 

Income before income taxes

 

28,385

 

39,022

Income taxes

 

12,288

 

16,272

 

Net income

$

16,097

$

22,750

       
               

Basic earnings per share

 

$0.30

 

$0.43

       
               

Diluted earnings per share

 

$0.30

 

$0.43

       
               

Dividends per share

 

$0.00

 

$0.00

       
               

Basic weighted average shares outstanding

 

52,948,817

 

52,984,474

       
               

Diluted weighted average shares outstanding

 

53,040,684

 

53,063,530

       

See accompanying notes.


INTERNATIONAL SPEEDWAY CORPORATION

Condensed Consolidated Statements of Shareholders’ Equity

                   
     

Class A
Common
Stock
$.01 Par
Value

Class B
Common
Stock
$.01 Par
Value

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income
(Loss)

Unearned
Compensation-
Restricted
Stock

Total
Shareholders’
Equity

     
     

(In Thousands)

                             

Balance at November 30, 1999

$

229

$

302

$

687,321

$

216,432

$

-

$

(1,814)

$

902,470

Activity 12/1/99 – 2/29/00 – unaudited:

                           
 

Net income

 

-

 

-

 

-

 

16,097

 

-

 

-

 

16,097

 

Reacquisition of previously issued

                           
   

common stock

 

-

 

-

 

(354)

 

(824)

 

-

 

-

 

(1,178)

 

Conversion of Class B Common Stock

                           
   

to Class A Common Stock

 

3

 

(3)

 

-

 

-

 

-

 

-

 

-

 

Income tax benefit related to restricted

                           
   

stock plan

 

-

 

-

 

1,169

 

-

 

-

 

-

 

1,169

 

Amortization of unearned compensation

 

-

 

-

 

-

 

-

 

-

 

228

 

228

 

Balance at February 29, 2000 – unaudited

 

232

 

299

 

688,136

 

231,705

 

-

 

(1,586)

 

918,786

Activity 3/1/00 – 11/30/00 – unaudited:

                           
 

Net income

 

-

 

-

 

-

 

34,329

 

-

 

-

 

34,329

 

Cash dividends ($.06 per share)

 

-

 

-

 

-

 

(3,188)

 

-

 

-

 

(3,188)

 

Restricted stock grant

 

-

 

-

 

1,978

 

-

 

-

 

(1,978)

 

-

 

Conversion of Class B Common Stock

                           
   

to Class A Common Stock

 

5

 

(5)

 

-

 

-

 

-

 

-

 

-

 

Amortization of unearned compensation

 

-

 

-

 

-

 

-

 

-

 

944

 

944

 

Balance at November 30, 2000

 

237

 

294

 

690,114

 

262,846

 

-

 

(2,620)

 

950,871

Activity 12/1/00 – 2/28/01 – unaudited:

                           
 

Comprehensive income

                           
   

Net income

 

-

 

-

 

-

 

22,750

 

-

 

-

 

22,750

   

Cummulative effect of change in

                           
   

accounting for interest rate

                           
   

swap (Note 1)

 

-

 

-

 

-

 

-

 

472

 

-

 

472

   

Interest rate swap (Note 1)

 

-

 

-

 

-

 

-

 

(691)

 

-

 

(691)

   
 

Total comprehensive income

 

-

 

-

 

-

 

22,750

 

(219)

 

-

 

22,531

 

Reacquisition of previously issued

                           
   

common stock

 

-

 

-

 

(281)

 

(436)

 

-

 

-

 

(717)

 

Conversion of Class B Common Stock

                           
   

to Class A Common Stock

 

4

 

(4)

 

-

 

-

 

-

 

-

 

-

 

Forfeiture of restricted shares

 

-

 

-

 

(178)

 

-

 

-

 

128

 

(50)

 

Income tax benefit related to restricted

                           
   

stock plan

 

-

 

-

 

450

 

-

 

-

 

-

 

450

 

Amortization of unearned compensation

 

-

 

-

 

-

 

-

 

-

 

293

 

293

 

Balance at February 28, 2001 - unaudited

$

241

$

290

$

690,105

$

285,160

$

(219)

$

(2,199)

$

973,378

     


See accompanying notes.


INTERNATIONAL SPEEDWAY CORPORATION

Condensed Consolidated Statements of Cash Flows

                     
             

Three Months Ended

             

February 29,

February 28,

             

2000

2001

             

(Unaudited)

             
             

(In Thousands)

OPERATING ACTIVITIES

       

Net income

$

16,097

$

22,750

 

Adjustments to reconcile net income to net cash provided by

       
   

operating activities:

       
   

Depreciation and amortization

 

12,840

 

12,964

   

Amortization of unearned compensation

 

228

 

293

   

Amortization of financing costs

 

436

 

351

   

Deferred income taxes

 

3,204

 

5,808

   

Undistributed loss from equity investments

 

552

 

635

   

Minority interest

 

(263)

 

(297)

   

Other, net

 

-

 

207

   

Changes in operating assets and liabilities:

       
     

Receivables, net

 

(13,800)

 

(34,770)

     

Inventories, prepaid expenses and other current assets

 

(4,403)

 

(841)

     

Accounts payable and other current liabilities

 

5,267

 

8,819

     

Deferred income

 

36,833

 

32,153

     

Income taxes payable

 

7,355

 

6,108

 

Net cash provided by operating activities

 

64,346

 

54,180

                     

INVESTING ACTIVITIES

       
 

Change in short-term investments, net

 

690

 

-

 

Capital expenditures

 

(20,286)

 

(30,452)

 

Acquisition, net of cash acquired

 

(215,627)

 

-

 

Equity investments

 

(3,530)

 

(517)

 

Advances to affiliate

 

-

 

(1,500)

 

Change in restricted investments, net

 

219,446

 

5,659

 

Other, net

 

(135)

 

602

 

Net cash used in investing activities

 

(19,442)

 

(26,208)

                     

FINANCING ACTIVITIES

       
 

Net borrowings (payments) under credit facilities

 

1,500

 

(20,000)

 

Payment of long-term debt

 

(2,500)

 

(5,000)

 

Reacquisition of previously issued common stock

 

(1,178)

 

(717)

 

Deferred financing fees

 

(197)

 

-

 

Net cash used in financing activities

 

(2,375)

 

(25,717)

 

Net increase in cash and cash equivalents

 

42,529

 

2,255

Cash and cash equivalents at beginning of period

 

37,811

 

50,592

 

Cash and cash equivalents at end of period

$

80,340

$

52,847

             

See accompanying notes.


International Speedway Corporation
Notes to Condensed Consolidated Financial Statements

November 30, 2000 and February 28, 2001
(Unaudited)

1.              Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and generally accepted accounting principles but do not include all of the information and disclosures required for complete financial statements. The statements should be read in conjunction with the consolidated financial statements and notes thereto included in the latest annual report on Form 10-K for International Speedway Corporation and its majority-owned subsidiaries (the "Company"). In management's opinion, the statements include all adjustments which are necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature. Certain reclassifications have been made to conform to the financial presentation at February 28, 2001.

Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended, became effective for the Company on December 1, 2000.  SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities.  SFAS 133 requires that all derivatives be recognized in the balance sheet at fair value.  If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item attributable to the hedged risk are recognized in earnings.  If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when the hedged item affects earnings.  The Company’s interest rate swap is designated as a cash flow hedge.  The cumulative effect of adoption of SFAS 133 resulted in an increase in other comprehensive income of approximately $472,000.  For the three months ended February 28, 2001, the Company had a reduction in other comprehensive income in connection with the cash flow hedge of approximately $691,000.

Earnings per share - Basic and diluted earnings per share are calculated in accordance with SFAS No. 128, "Earnings Per Share". The difference between basic weighted average shares and diluted weighted average shares is related to shares issued under the Company's long-term incentive stock plans, using the treasury stock method as prescribed by the standard.

Because of the seasonal concentration of racing events, the results of operations for the three-month periods ended February 29, 2000 and February 28, 2001 are not indicative of the results to be expected for the year.

2.              Long-Term Debt

Long-term debt consists of the following (in thousands):

 

November 30,
2000

February 28,
2001

 

Senior Notes, net of discount of $269 and $251

$         224,731

$         224,749

Credit facilities

149,000

129,000

TIF bond debt service funding commitment, net of

   

   discount of $1,565 and $1,544

68,935

68,956

Term debt

27,500

23,500

Notes payable

5,550

4,550

 
 
475,516
450,755
Less: current portion
5,165
9,215
 
 
$         470,551
$         441,540
 

The unsecured senior notes (“Senior Notes”) bear interest at 7.875% and rank equally with all of the Company’s other senior unsecured and unsubordinated indebtedness. The Senior Notes require semi-annual interest payments through maturity on October 15, 2004. The 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 a redemption price as defined in the indenture. Certain of the Company’s subsidiaries are guarantors of the Senior Notes (See Note 5). The Senior Notes also contain various restrictive covenants.

The Company's $250 million revolving credit facility ("Credit Facility") matures on March 31, 2004, and accrues interest at LIBOR plus 50 -100 basis points, based on certain financial criteria.  At February 28, 2001, the Company had borrowings of $110.0 million under the Credit Facility.  The Credit Facility contains various restrictive covenants.

The Company’s Miami subsidiary has a $20 million credit facility (“Miami Credit Facility”) and a $27.5 million term loan (“Term Loan”). The Miami Credit Facility and Term Loan are guaranteed by the Company and have the same interest terms and restrictive covenants as the Company’s Credit Facility. The Miami Credit Facility will be automatically reduced to $15 million on December 31, 2002 and will mature on December 31, 2004.  At February 28, 2001, the Company had borrowings of $19.0 million under the Miami Credit Facility.  The Term Loan is payable in annual installments which range from $4.5 million to $7.0 million. The Company has an interest rate swap agreement that effectively fixes the floating rate on the outstanding balance under the Term Loan at 6.6% for the remainder of the loan period.

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 the speedway in Kansas. The TIF bonds are comprised of a $21.6 million, 6.15% term bond due December 1, 2017 and a $49.7 million, 6.75% 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 Company’s 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.   The Company has agreed to guarantee KSC’s Funding Commitment until certain financial conditions have been met.

Simultaneous with the issuance of the TIF bonds, KSC deposited into a trust account the unexpended portion of its initial $77.9 million equity commitment to the Kansas project. The currently unexpended portions of the TIF bond proceeds and KSC’s equity contribution remaining in the trust accounts are classified as Restricted Investments on the Company’s balance sheet.

Total interest incurred by the Company was approximately $8.1 million and $6.3 million for the three months ended February 29, 2000 and February 28, 2001, respectively.  Total interest capitalized for the three months ended February 29, 2000 and February 28, 2001, was approximately $1.6 million and $3.1 million, respectively. 

Financing costs of approximately $10.4 million, net of accumulated amortization, have been deferred and are included in other assets at February 28, 2001.  These costs are being amortized on an effective yield method over the life of the related financing.

3.             Related Party Disclosures and Transactions

All of the racing events that take place during the Company's fiscal year are sanctioned by various racing organizations such as the American Historic Racing Motorcycle Association ("AHRMA"), the American Motorcyclist Association ("AMA"), the Automobile Racing Club of America ("ARCA"), Championship Auto Racing Teams ("CART"), the Championship Cup Series ("CCS"), the Federation Internationale de l'Automobile ("FIA"), the Federation Internationale Motocycliste ("FIM"), the Grand American Road Racing Association ("GARRA"), Historic Sportscar Racing ("HSR"), the International Race of Champions ("IROC"), the Indy Racing League ("IRL"), the National Association for Stock Car Auto Racing, Inc. ("NASCAR"), the Professional Monster Truck (“ProMT”), the Sports Car Club of America ("SCCA"), the Sportscar Vintage Racing Association ("SVRA"), the United States Auto Club ("USAC"), and the World Karting Association ("WKA"). NASCAR, which sanctions some of the Company's principal racing events, is a member of the France Family Group which controls in excess of 60% of the combined voting power of the outstanding stock of the Company and some members of which serve as directors and officers. 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 for disbursement to competitors totaled approximately $14.7 million and $17.3 million for the three-month periods ended February 29, 2000 and February 28, 2001, respectively.  GARRA sanctions various events at certain of the Company’s facilities.  While certain officers and directors of the Company are equity investors in GARRA, no officer or director has more than a 10% equity interest.  In addition, certain officers and directors of the Company, representing a non-controlling interest, serve on GARRA’s Board of Managers.

4.              Segment Reporting

The following table provides segment reporting of the Company for the three-month periods ended February 29, 2000 and February 28, 2001:

 

Three Months Ended

 

February 29,
2000

February 28,
2001

 
 

(In Thousands)

Net revenues:

   

Motorsports events

$           105,269

$           113,393

All other

8,417

9,740

 

Total

$           113,686

$           123,133

 

Operating income:

   

Motorsports events

$             33,815

$             42,917

All other

1,372

1,480

 

Total

$             35,187

$             44,397

 

 

 

As Of

 

November 30,
2000

February 28,
2001

 
 

(In Thousands)

Total assets:

   

Motorsports events

$        1,521,639

$        1,632,054

All other

143,799

83,290

 

Total

$        1,665,438

$        1,715,344

 

Intersegment revenues were approximately $2.1 million and $2.4 million for the three months ended February 29, 2000 and February 28, 2001, respectively.

5.             Condensed Consolidating Financial Statements

The following tables present the required condensed consolidating financial information for the Company and its subsidiary guarantors and non-guarantors.  Subsequent to the three months ending February 29, 2000, certain operations of the Company were segregated into wholly-owned guarantor subsidiaries of the Company.  As a result, the financial position, results of operations and cash flows of the Company in relation to its wholly-owned guarantor subsidiaries are not comparable on a period-to-period basis.

Included are condensed consolidating balance sheets as of February 28, 2001 and November 30, 2000, and the condensed consolidating statements of income and cash flows for the three-month periods ended February 28, 2001 and February 29, 2000 of: (a) the Parent; (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination entries necessary to consolidate Parent with guarantor and non-guarantor subsidiaries; and (e) the Company on a consolidated basis.


 
 
 

Condensed Consolidating Balance Sheet As Of February 28, 2001

 
 

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor Subsidiaries

Eliminations

Consolidated


(In Thousands)

   
           

Current assets

$             35,399

$        123,217

$             15,571

$          (50,022)

$               124,165

Property and Equipment, net

127,874

507,405

180,780

-

816,059

Advances to and investments in subsidiaries

1,496,780

443,867

  -

(1,940,647)

-

Equity investments

-

28,412

  -

-

28,412

Goodwill, net

-

657,263

30,739

-

688,002

Other assets

13,017

9,062

36,627

-

58,706

 

Total Assets

$        1,673,070

$      1,769,226

$           263,717

$      (1,990,669)

$            1,715,344

 
           

Current liabilities

$             20,989

$        177,889

$             35,062

$          (42,861)

$               191,079

Long-term debt

705,783

(248)

  170,391

(434,386)

441,540

Deferred income taxes

35,321

  64,221

(5,200)

-

94,342

Other liabilities

-

161

  14,844

-

15,005

Total shareholders' equity

910,977

1,527,203

48,620

(1,513,422)

973,378

 

Total Liabilities and Shareholders’ Equity

$        1,673,070

$      1,769,226

$           263,717

$      (1,990,669)

$            1,715,344

 

 

 
 
 

Condensed Consolidating Balance Sheet As Of November 30, 2000

 
 

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor Subsidiaries

Eliminations

Consolidated


(In Thousands)

   
           

Current assets

$             47,932

$          92,284

$             10,019

$         (63,725)

$               86,510

Property and Equipment, net

123,325

506,161

165,383

-

794,869

Advances to and investments in subsidiaries

1,491,683

417,329

  -

(1,909,012)

-

Equity investments

-

28,579

  -

-

28,579

Goodwill, net

-

661,500

30,981

-

692,481

Other assets

12,203

8,543

42,253

-

62,999

 

Total Assets

$        1,675,143

$     1,714,396

$           248,636

$     (1,972,737)

$           1,665,438

 
           

Current liabilities

$               9,638

$       143,119

$             25,638

$        (37,844)

$              140,551

Long-term debt

704,260

(1,691)

  160,293

(392,311)

470,551

Deferred income taxes

29,779

  64,169

(5,414)

-

88,534

Other liabilities

-

-

  14,931

-

14,931

Total shareholders' equity

931,466

1,508,799

53,188

(1,542,582)

950,871

 

Total Liabilities and Shareholders’ Equity

$        1,675,143

$     1,714,396

$           248,636

$     (1,972,737)

$           1,665,438

 

 

Condensed Consolidating Statement Of Income For The Three Months Ended February 28, 2001


 

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor Subsidiaries

Eliminations

Consolidated

 
 

(In Thousands)

           

Total revenues

$             436

$       149,235

$                967

$        (29,949)

$           120,689

Total expenses

5,652

97,012

3,577

(29,949)

76,292

Operating (loss) income

(5,216)

52,223

(2,610)

-

44,397

Interest and other income (expense), net

(14)

7,056

(1,368)

(11,049)

(5,375)

Net income

(20,467)

58,615

(4,349)

(11,049)

22,750

 

Condensed Consolidating Statement Of Income For The Three Months Ended February 29, 2000


 

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor Subsidiaries

Eliminations

Consolidated

 
 

(In Thousands)

           

Total revenues

$          86,314

$          32,136

$           2,093

$          (8,948)

$           111,595

Total expenses

40,378

38,443

6,535

(8,948)

76,408

Operating (loss) income

45,936

(6,307)

(4,442)

-

35,187

Interest and other income (expense), net

(2,483)

(1,865)

(2,454)

-

(6,802)

Net income

31,984

(8,483)

(7,404)

-

16,097

 

Condensed Consolidating Statement Of Cash Flows For The Three Months Ended February 28, 2001


 

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor Subsidiaries

Eliminations

Consolidated

 
 

(In Thousands)

           

Net cash provided by (used in) operating activities

$         8,979

$          72,876

$          2,093

$      (29,768)

$          54,180

Net cash provided by (used in) investing activities

15,205

(70,618)

(563)

29,768

(26,208)

Net cash provided by (used in) financing activities

(25,717)

(1,000)

1,000

-

(25,717)

 

Condensed Consolidating Statement Of Cash Flows For The Three Months Ended February 29, 2000


 

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor Subsidiaries

Eliminations

Consolidated

 
 

(In Thousands)

           

Net cash provided by (used in) operating activities

$       28,633

$     26,442

$        9,197

$          74

$        64,346

Net cash provided by (used in) investing activities

524

(11,409)

(8,483)

(74)

(19,442)

Net cash provided by (used in) financing activities

(1,375)

-

(1,000)

-

(2,375)

 


PART I.       FINANCIAL INFORMATION

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

General

The Company derives revenues primarily from (i) admissions to racing events and motorsports activities held at its facilities, (ii) revenue generated in conjunction with or as a result of motorsports events conducted at its facilities, and (iii) catering, concession and merchandising services during or as a result of such events and activities.

"Admissions" revenue includes ticket sales for all of the Company’s racing events and activities at DAYTONA USA. Admissions revenue for motorsports events is recognized upon completion of the related motorsports event.

"Motorsports related income" primarily includes television and radio broadcast 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 the Company's trademarks and track rentals.  The Company's revenues from corporate sponsorships are paid in accordance with negotiated contracts, with the identities of sponsors and the terms of sponsorship changing from time to time.  The Company has historically negotiated directly with television and cable networks for coverage of substantially all of its televised NASCAR events.  Under this arrangement, the event promoter would receive 100% of the broadcast rights fees for each NASCAR Winston Cup Series and Busch Series, Grand National Division event, and paid 10% of those broadcast rights fees as a component of the sanction fee to NASCAR.  The event promoter also paid 25% of the broadcast rights fees as awards to the competitors.  In fiscal 1999 NASCAR announced it would retain and negotiate television, radio and all other electronic media rights for the NASCAR Winston Cup Series and Busch Series, Grand National Division.  In November 1999 NASCAR reached an agreement on a six-year television contract with NBC Sports and Turner Sports, and an eight-year agreement with FOX and its FX cable network, for the domestic television broadcast rights beginning in 2001.  The total current estimate for domestic television broadcast rights for the entire 2001 NASCAR Winston Cup Series and Busch Series, Grand National Division schedules, including the new events at the Kansas and Chicagoland speedways, is approximately $259 million with increases, on average, of approximately 17% through the 2006 season.  Under the terms of the new arrangement, NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR Winston Cup Series or Busch Series, Grand National Division event as a component of its sanction fees and remits the remaining 90% to the event promoter.  The event promoter continues to pay 25% of the gross broadcast rights fees allocated to the event as awards to the competitors.

"Food, beverage and merchandise income" includes revenues from concession stands, hospitality catering, direct sales of souvenirs, programs and other merchandise and fees paid by third party vendors for the right to occupy space to sell souvenirs and concessions at the Company’s facilities.

“Direct expenses” include (i) prize and point fund monies and NASCAR sanction fees, (ii) motorsports related expenses, which include costs of competition paid to sanctioning bodies other than NASCAR, labor, advertising and other expenses associated with the Company’s promotion of its racing events, and (iii) food, beverage and merchandise expenses, consisting primarily of labor and costs of goods sold.

The following table sets forth, for each of the indicated periods, certain selected income statement data as a percentage of total revenues:

 

Three Months Ended

 

February 29,

February 28,

 

2000

2001

 

(Unaudited)

 

Revenues:

    Admissions, net

43.5%

41.4%

    Motorsports related income

41.0    

45.1   

    Food, beverage and merchandise income

14.6    

12.6    

    Other income

  0.9    

0.9    

 

        Total revenues

100.0    

100.0    

 

Expenses:

    Direct expenses:

        Prize and point fund monies and NASCAR

             sanction fees

16.8   

16.0   

        Motorsports related expenses

15.4    

13.8   

        Food, beverage and merchandise expenses

7.7    

6.5   

    General and administrative expenses

17.1    

16.2   

    Depreciation and amortization

11.5    

10.7   

 

        Total expenses

68.5    

63.2   

 
 

Operating income

31.5   

36.8   

Interest income

1.4    

1.0   

Interest expense

(7.2)   

(5.2)  

Equity in net loss from equity investments

(0.5)   

(0.5)  

Minority interest

0.2   

0.2   

 

Income before income taxes

25.4   

32.3   

Income taxes

11.0   

13.4   

 

Net income

14.4%

18.9%

 

Seasonality and Quarterly Results

The Company’s business has been, and is expected to remain, highly seasonal based on the timing of major events. For example, one of Darlington Raceway’s Winston 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.

In addition, the Company believes that the fiscal 2001 and fiscal 2000 results of operations will not be comparable on a period-to-period basis due to the increase in revenues associated with television broadcast rights fee agreements beginning in fiscal 2001 (See “General” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), the commencement of motorsports event operations at the Kansas and Chicagoland speedways in fiscal 2001 (See “Future Liquidity”), the sale of the Company’s Competition Tire subsidiaries in the fourth quarter of 2000 and certain schedule changes for motorsports events in fiscal 2001 as compared to fiscal 2000.

Comparison of the Results for the Three Months Ended February 28, 2001 to the Results for the Three Months Ended February 29, 2000.

Admissions revenue increased approximately $1.3 million, or 2.7%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  This increase was attributable to an increase in the weighted average price of tickets sold as well as increased seating capacity at the Speedweeks events conducted at Daytona International Speedway (“Daytona”) and, to a lesser extent, increased attendance at events conducted at North Carolina Speedway (“North Carolina”).  These increases were partially offset by certain events at Phoenix International Raceway (“Phoenix”) and Homestead-Miami Speedway (“Miami”)  which will be conducted during the second quarter in fiscal 2001 as compared to the first quarter of fiscal 2000.

Motorsports related income increased approximately $8.6 million, or 18.9%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  The increase was a result of increased television broadcast rights fees and ancillary rights fees for the Speedweeks events at Daytona and events conducted at North Carolina, and, to a lesser extent, increases in marketing partnership revenue.

Food, beverage and merchandise income decreased approximately $1.0 million, or 6.4%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  This decrease was attributable to the sale of the Company’s Competition Tire subsidiaries on November 15, 2000, partially offset by increases in food, beverage and merchandise sales.

 

Prize and point fund monies and NASCAR sanction fees increased approximately $517,000, or 2.8%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  The increase is attributable to the increased television broadcast rights fees for the Speedweeks events at Daytona and events conducted at North Carolina, as standard NASCAR sanctioning agreements require that a specified percentage of broadcast rights fees be paid to competitors.  This increase was partially offset by a decrease in sanction fees paid by the Company to NASCAR, in accordance with the new broadcast rights agreements and, to a lesser extent, certain events at Miami which will be conducted during the second quarter of fiscal 2001 as compared to the first quarter of fiscal 2000.

 

Motorsports related expenses decreased approximately $483,000, or 2.8%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  The decrease is attributable to cost efficiencies achieved during the Speedweeks events at Daytona and, to a lesser extent, a decrease in the non-NASCAR costs of competition associated with certain events at Phoenix which will be conducted during the second quarter of fiscal 2001 as compared to the first quarter of fiscal 2000.  This decrease was partially offset by an increase in certain other direct expenses.  Motorsports related expenses as a percentage of combined admissions and motorsports related income decreased to approximately 16.0% for the three months ended February 28, 2001 as compared to 18.2% for the three months ended February 29, 2000.  This decrease is primarily attributable to the increased television broadcast and ancillary rights fees and, to a lesser extent, the increased marketing partnership revenue as well as a decrease in expenses during the Speedweeks events at Daytona.

Food, beverage and merchandise expense decreased approximately $701,000, or 8.2%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  This decrease was attributable to the sale of the Company’s Competition Tire subsidiaries on November 15, 2000, partially offset by increases in product and other costs associated with increased sales.  Food, beverage and merchandise expenses as a percentage of food, beverage and merchandise income decreased to approximately 51.7% for the three months ended February 28, 2001 as compared to 52.7% for the three months ended February 29, 2000.  This decrease is primarily attributable to the sale of the Company’s lower margin Competition Tire operations, partially offset by incremental operating expenses as a result of the expansion of the food, beverage and merchandising operations of the Company.

General and administrative expenses increased approximately $427,000, or 2.2%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  Partially offsetting the increased costs related to the Company’s ongoing business in the current year were lower business expansion and merger related integration expenses incurred during the first quarter of fiscal 2001.  General and administrative expenses as a percentage of total revenues decreased to 16.2% for the three months ended February 28, 2001 as compared to 17.1% for the three months ended February 29, 2000.  This decrease is primarily a result of the Company’s revenue growth exceeding general and administrative expense growth.

 

Depreciation and amortization expense increased approximately $124,000, or 1.0%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  The increase is attributable to the ongoing expansion of the Company’s facilities.

Interest income decreased by approximately $329,000, or 21.2%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  This decrease is primarily due to lower average investment balances in the current year.

Interest expense decreased by approximately $1.8 million, or 22.4%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.  Over three-quarters of this decrease is attributable to capitalized interest on borrowings for the Kansas and Chicago speedway developments.  In addition, a lower average balance on the Company’s credit facilities contributed to the decrease.

The decrease in the Company’s effective income tax rate for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000 is primarily attributable to the increase in pretax income in relation to non-deductible goodwill and, to a lesser extent, a decrease in the Company’s effective rate for certain state income taxes.

As a result of the foregoing, the Company’s net income increased approximately $6.7 million, or 41.3%, for the three months ended February 28, 2001, as compared to the three months ended February 29, 2000.

Liquidity and Capital Resources

General

The Company has historically generated sufficient cash flow from operations to fund its working capital needs and capital expenditures at existing facilities, as well as to pay an annual cash dividend. In addition, the Company has used the proceeds from offerings of its Class A Common Stock and, more recently, the net proceeds from the issuance of  unsecured senior notes (“Senior Notes”), borrowings under its credit facilities and state and local mechanisms to fund acquisitions and development projects. At February 28, 2001 the Company had $225 million principal amount of Senior Notes outstanding, total borrowings of approximately $152.5 million under its credit facilities and term loan arrangements, and a debt service funding commitment of approximately $69.0 million, net of discount, related to the taxable special obligation revenue (“TIF”) bonds issued by the Unified Government of Wyandotte County/Kansas City, Kansas (“Unified Government”) (See "Future Liquidity"). The Company had working capital deficits of approximately $66.9 million and $54.0 million at February 28, 2001 and November 30, 2000, respectively.

Cash Flows

Net cash provided by operating activities was approximately $54.2 million for the three months ended February 28, 2001, compared to approximately $64.3 million for the three months ended February 29, 2000.  The difference between the Company’s net income of approximately $22.8 million and the $54.2 million of operating cash flow was primarily attributable to an increase in deferred income of $32.2 million, depreciation and amortization of $13.0 million, increases in accounts payable and other current liabilities of $8.8 million, an increase in income taxes payable of $6.1 million and deferred income taxes of $5.8 million, partially offset by an increase in receivables of $34.8 million.

Net cash used in investing activities was approximately $26.2 million for the three months ended February 28, 2001, compared to $19.4 million for the three months ended February 29, 2000. The Company's use of cash for investing activities reflects $30.5 million in capital expenditures and $2.0 million to increase the Company's investment in and advances to the Chicago project, partially offset by a $5.7 million decrease in restricted investments related to the Kansas speedway development. (See "Capital Expenditures" and “Future Liquidity”)

Net cash used in financing activities was approximately $25.7 million for the three months ended February 28, 2001, compared to $2.4 million for the three months ended February 29, 2000. The Company's use of cash for financing activities reflects net payments under credit facilities of $20.0 million, $5.0 million in payments of long-term debt and $717,000 used to reacquire previously issued common stock.

Capital Expenditures

Capital expenditures totaled approximately $30.5 million for the three months ended February 28, 2001 as compared to $20.3 million for the three months ended February 29, 2000. Over one-half of these expenditures were related to the construction of the speedway in Kansas.  The remaining capital expenditures were related to expenditures at the Company's existing facilities, including increased seating capacity at California, Talladega and Daytona, land purchased for expansion of parking capacity and other uses as well as a variety of additional improvements.

The Company expects to make capital expenditures totaling approximately $66.7 million for approved projects at its facilities which are expected to be completed within the next 24 months, including acquisition of land for expansion of parking capacity and other uses, completion of grandstand seating expansion projects currently in progress and for a variety of additional improvements.  In addition, the balance of the Company's capital expenditures related to the construction of the Kansas facility will be funded from restricted investments, as discussed below.

Future Liquidity

The Company's $250 million revolving credit facility ("Credit Facility") matures on March 31, 2004, and accrues interest at LIBOR plus 50 -100 basis points, based on certain financial criteria. At February 28, 2001, the Company had borrowings of $110.0 million under the Credit Facility. 

The Company’s Miami subsidiary has a $20 million credit facility (“Miami Credit Facility”) and a $27.5 million term loan (“Term Loan”). The Miami Credit Facility and Term Loan are guaranteed by the Company and have the same interest terms and restrictive covenants as the Company’s Credit Facility. The Miami Credit Facility will be automatically reduced to $15 million on December 31, 2002 and will mature on December 31, 2004. At February 28, 2001, the Company had borrowings of $19.0 million under the Miami Credit Facility. The Term Loan is payable in annual installments which range from $4.5 million to $7.0 million. The Company has an interest rate swap agreement that effectively fixes the floating rate on the outstanding balance under the Term Loan at 6.6% for the remainder of the loan period.

The Company’s $225 million principal amount of unsecured Senior Notes bear interest at 7.875% and rank equally with all of the Company's other senior unsecured and unsubordinated indebtedness.  The Senior Notes require semi-annual interest payments through maturity on October 15, 2004.  The 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 a redemption price as defined in the indenture.

In January 1999, the Unified Government issued approximately $71.3 million in TIF bonds and approximately $24.3 million in sales tax special obligation revenue ("STAR") bonds, in connection with the financing of construction of the speedway in Kansas. The STAR bonds will be retired with state and local taxes generated within the project’s boundaries and are not an obligation of the Company. The TIF bonds are comprised of a $21.6 million, 6.15% term bond due December 1, 2017 and a $49.7 million, 6.75% 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 Company’s wholly-owned subsidiary, Kansas Speedway Corporation (“KSC”).   KSC granted a mortgage and security interest in the Kansas Project for its Funding Commitment obligation.  In addition, the then unexpended portion of KSC’s initial equity commitment of approximately $77.9 million, along with the net TIF and STAR bond proceeds, were deposited into trustee administered accounts for the benefit of the construction of the Kansas facility.  At February 28, 2001, the currently unexpended portion of the Company’s equity contribution and TIF bond proceeds recorded as Restricted Investments totaled approximately $29.5 million.  The Company anticipates the commencement of motorsports event operations in the third quarter fiscal 2001 at the Kansas facility which has been awarded a NASCAR Winston Cup Series, NASCAR Busch Series, Grand National Division, NASCAR Craftsman Truck Series, Indy Racing Northern Light Series and ARCA RE/MAX series event for its inaugural season.

The Company is a member of Motorsports Alliance, LLC (“MSA”) (owned 50% by the Company and 50% by Indianapolis Motor Speedway Corp.) which owns 75% of Raceway Associates, LLC, ("Raceway Associates").   Raceway Associates owns the 240 acre Route 66 Raceway motorsports complex located in Joliet, Illinois, approximately 35 miles from downtown Chicago. Raceway Associates also owns 930 acres adjacent to the existing Route 66 complex on which it is developing the Chicagoland Speedway, a 1.5 mile oval superspeedway, which will initially accommodate approximately 75,000 spectators. The current estimate for the new superspeedway development is approximately $130 million, $100 million of which is being financed through equity of approximately $50 million from MSA and approximately $50 million in borrowings by Raceway Associates. The members of MSA have guaranteed up to $50 million in borrowings by Raceway Associates on a pro rata basis until such time as the operations of Raceway Associates meet certain financial criteria. In December 1999 the City of Joliet, Illinois sold approximately $9 million in 6.75% municipal bonds (which are to be repaid by Raceway Associates through property tax assessments over twelve years) to help fund a portion of the project costs that relate to public infrastructure for the superspeedway development project. It is anticipated that the additional project costs in excess of $109 million will be funded from advance sales for events at Chicagoland Speedway and by the members of Raceway Associates on a pro rata basis during the construction period. In April 2000, the Company approved advances of approximately $6.9 million as its pro-rata portion of MSA’s additional funding commitment to the project. Through February 28, 2001, the Company has contributed approximately $35.2 million to MSA, including $25.0 million which has fulfilled the Company's portion of MSA's $50 million equity commitment, and the $6.9 million in approved advances.  At February 28, 2001, Raceway Associates has borrowed approximately $36.6 million for the Chicagoland Speedway construction under its construction and term loan arrangement discussed above, which is currently guaranteed by the members of the MSA.  The Company anticipates the commencement of motorsports event operations in the third quarter of fiscal 2001 at Chicagoland Speedway which has been awarded a NASCAR Winston Cup Series, NASCAR Busch Series, Grand National Division, Indy Racing Northern Light Series and ARCA RE/MAX series event for its inaugural season.

During fiscal 1999, the Company announced its intention to search for a site for a major motorsports facility in the New York metro area. In January 2000, the Company announced that, through a wholly-owned subsidiary, it had entered into an exclusive agreement with the New Jersey Sports and Exposition Authority to conduct a feasibility study on the development of a motorsports facility at the Meadowlands Sports Complex in New Jersey. The agreement for the feasibility study will expire in June, 2001.  The Meadowlands Sports Complex, located five miles west of the Lincoln Tunnel, is the site of Giants Stadium, Continental Airlines Arena and Meadowlands Racetrack and is the home of certain professional sports franchises, horse racing, college athletics, concerts and family shows. The Company has not yet determined the feasibility of the Meadowlands (or any other) site, formulated an estimate of the costs to construct a major motorsports facility in the New York metropolitan area, nor established a timetable for completion, or even commencement, of such a project.

The Company believes that cash flow from operations, along with existing cash and available borrowings under the Company's credit facilities, will be sufficient to fund i) operations and approved capital projects at existing facilities for the foreseeable future, ii) payments required in connection with the funding of the Unified Government's debt service requirements related to the TIF bonds, iii) payments related to the Company’s existing debt service commitments, and iv) the Company's expected funding requirements for the Chicago project. The Company intends to pursue further development and/or acquisition opportunities (including the possible development of new motorsports facilities in Denver and the New York metropolitan area) the timing, size and success, as well as associated potential capital commitments of which, are unknown at this time. Accordingly, a material acceleration in our growth strategy could require the Company to obtain additional capital through debt and/or equity financings. Although there can be no assurance, the Company believes that adequate debt and equity financing will be available on satisfactory terms.

Inflation

Management does not believe that inflation has had a material impact on operating costs and earnings of the Company.

FACTORS THAT MAY AFFECT OPERATING RESULTS

Statements contained in this document that state the Company's or Management's anticipations, beliefs, expectations, hopes, intentions, predictions and/or strategies which are not purely historical fact or which apply prospectively are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 of the Securities Exchange Act of 1934. All forward-looking statements contained in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company's actual results could differ materially from those contained or projected in, or even implied by, such forward-looking statements. Some of the factors that could cause the actual results to differ materially are set forth below. Additional information concerning these, or other, factors which could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's other SEC filings. Copies of those filings are available from the Company and/or the SEC.

DEPENDENCY UPON NASCAR

The Company's success has been and will remain dependent upon maintaining a good working relationship with NASCAR, the sanctioning body for the Winston Cup Series, the Busch Series, Grand National Division and certain other races promoted by the Company. The Company has sanctioning agreements to promote seventeen NASCAR Winston Cup Series championship point races, two NASCAR Winston Cup Series non-championship point races, fifteen NASCAR Busch Series, Grand National Division races and a number of other NASCAR races for the 2001 racing season. Each NASCAR event sanctioning agreement is awarded on an annual basis. In fiscal 2000, NASCAR-sanctioned races at the Company's facilities accounted for approximately 77% of the Company's total revenues. Although William C. France and James C. France presently control both the Company and NASCAR and management believes that the Company will continue to maintain an excellent relationship with NASCAR for the foreseeable future, NASCAR is under no obligation to continue to enter into sanctioning agreements with the Company to promote any event. Failure to obtain a sanctioning agreement for a major NASCAR event would have a material adverse effect on the Company's financial condition and results of operations. Moreover, although the Company's general growth strategy includes the possible development and/or acquisition of additional motorsports facilities, there can be no assurance that NASCAR will enter into sanctioning agreements with the Company to promote races at such facilities.

DEPENDENCE ON KEY PERSONNEL

The Company's continued success will depend upon the availability and performance of its senior management team, particularly William C. France, the Company's Chairman of the Board and Chief Executive Officer, James C. France, its President and Chief Operating Officer, and Lesa D. Kennedy, its Executive Vice President (collectively the "France Family Executives"), each of whom possesses unique and extensive industry knowledge and experience. While the Company believes that its senior management team has significant depth, the loss of any of the Company's key personnel or its inability to attract and retain key employees in the future could have a material adverse effect on the Company's operations and business plans.

UNCERTAIN PROSPECTS OF NEW MOTORSPORTS FACILITIES

The Company's growth strategy includes the potential acquisition and/or development of new motorsports facilities, including the Kansas and Chicagoland speedways. The Company's ability to implement successfully this element of its growth strategy will depend on a number of factors, including (i) the Company's ability to obtain and retain one or more additional sanctioning agreements to promote NASCAR Winston Cup, NASCAR Busch Series, Grand National Division or other major events at these new facilities, (ii) the cooperation of local government officials, (iii) the Company's capital resources, (iv) the Company's ability to control construction and operating costs and (v) the Company's ability to hire and retain qualified personnel. The Company's inability to implement its expansion plans for any reason could adversely affect its business prospects. In addition, expenses associated with developing, constructing and opening a new facility may have an adverse effect on the Company's financial condition and results of operations in one or more future reporting periods. The cost of any such transaction will depend on a number of factors, including the facility's location, the extent of the Company's ownership interest and the degree of any municipal or other public support. Moreover, although management believes that it will be able to obtain financing to fund the acquisition, development and/or construction of additional motorsports facilities, there can be no assurance that adequate debt or equity financing will be available on satisfactory terms.

INDUSTRY SPONSORSHIPS AND GOVERNMENT REGULATION

The motorsports industry generates significant recurring revenue from the promotion, sponsorship and advertising of various companies and their products.  Actual or proposed government regulation can adversely impact the availability to motorsports of this promotion, sponsorship and advertising revenue.  Advertising by the tobacco and alcoholic beverage industries is generally subject to greater governmental regulation than advertising by other sponsors of the Company's events.  Since August of 1996 there have been several thus far unsuccessful governmental attempts to impose restrictions on the advertising and promotion of cigarettes and smokeless tobacco, including sponsorship of motorsports activities.  These regulatory efforts if successfully implemented would have prohibited the present practice of tobacco brand name sponsorship of, or identification with, motorsports events, entries and teams.  At this point the ultimate outcome of these or future government regulatory and legislative efforts to regulate the advertising and promotion of cigarettes and smokeless tobacco is uncertain and the impact, if any, on the motorsports industry is unclear. 

The Company is not aware of any proposed governmental regulation which would materially limit the availability to motorsports of promotion, sponsorship or advertising revenue from the alcoholic beverage industry. The combined advertising and sponsorship revenue from the tobacco and alcoholic beverage industries accounted for approximately 1.5% of the Company's total revenues in fiscal 2000. In addition, the tobacco and alcoholic beverage industries provide financial support to the motorsports industry through, among other things, their purchase of advertising time, their sponsorship of racing teams and their sponsorship of racing series such as NASCAR's Winston Cup Series and Busch Series, Grand National Division.

POTENTIAL CONFLICTS OF INTEREST

William C. France and James C. France beneficially own all of NASCAR's capital stock, and each of the France Family Executives, the Company's Vice President-Administration, the Company's Vice President and General Counsel and certain other non-officer employees (collectively the "Shared Employees") devote portions of their time to NASCAR's affairs. Each of the Shared Employees devotes substantial time to the Company's affairs and all of the Company's other executive officers are available to the Company on a full-time basis. In addition, the Company strives to ensure, and management believes, that the terms of the Company's transactions with NASCAR are no less favorable to the Company than those which could be obtained in arms'-length negotiations. Nevertheless, certain potential conflicts of interest between the Company and NASCAR exist with respect to, among other things, (i) the terms of any sanctioning agreements that may be awarded to the Company by NASCAR, (ii) the amount of time devoted by the Shared Employees and certain other Company employees to NASCAR's affairs, and (iii) the amounts charged or paid to NASCAR for office rental, transportation costs, shared executives, administrative expenses and similar items.

COMPETITION

The Company's racing events face competition from other spectator-oriented sporting events and other leisure and recreational activities, including professional football, basketball and baseball. As a result, the Company's revenues will be affected by the general popularity of motorsports, the availability of alternative forms of recreation and changing consumer preferences. The Company's racing events also compete with other racing events sanctioned by various racing bodies such as NASCAR, Championship Auto Racing Teams, Inc. ("CART"), Indy Racing League ("IRL"), the United States Auto Club ("USAC"), the National Hot Rod Association ("NHRA"), the Sports Car Club of America ("SCCA"), the United States Road Racing Championship ("USRRC"), the Grand American Road Racing Association (“GARRA”), the Automobile Racing Club of America ("ARCA") and others. Management believes that the primary elements of competition in attracting motorsports spectators and corporate sponsors to a racing event and facility are the type and caliber of promoted racing events, facility location, sight lines, pricing and customer conveniences that contribute to a total entertainment experience.

Many sports and entertainment businesses have resources that exceed those of the Company.

IMPACT OF CONSUMER SPENDING ON RESULTS

The success of the Company's operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, business conditions, interest rates and taxation. These factors can impact both attendance at the Company's events and the financial results of the motorsports industry's principal sponsors. There can be no assurance that consumer spending will not be adversely affected by economic conditions, thereby impacting the Company's growth, revenue and profitability.

FINANCIAL IMPACT OF BAD WEATHER

The Company promotes outdoor motorsports events. Weather conditions affect sales of, among other things, tickets, concessions and souvenirs at these events. Although the Company sells tickets in advance of its most popular events, poor weather conditions could have a material adverse effect on the Company's results of operations.

LIABILITY FOR PERSONAL INJURIES

Motorsports can be dangerous to participants and to spectators. The Company maintains insurance policies that provide coverage within limits that management believes should generally be sufficient to protect the Company from material financial loss due to liability for personal injuries sustained by persons on the Company's premises in the ordinary course of Company business. Nevertheless, there can be no assurance that such insurance will be adequate or available at all times and in all circumstances. The Company's financial condition and results of operations would be adversely affected to the extent claims and associated expenses exceed insurance recoveries.

OTHER REGULATORY MATTERS

Management believes that the Company's operations are in substantial compliance with all applicable federal, state and local environmental laws and regulations. Nonetheless, if damage to persons or property or contamination of the environment is determined to have been caused or exacerbated by the conduct of the Company's business or by pollutants, substances, contaminants or wastes used, generated or disposed of by the Company, or which may be found on the property of the Company, the Company may be held liable for such damage and may be required to pay the cost of investigation and/or remediation of such contamination or any related damage. The amount of such liability as to which the Company is self-insured could be material. State and local laws relating to the protection of the environment also include noise abatement laws that may be applicable to the Company's racing events. Changes in the provisions or application of federal, state or local environmental laws, regulations or requirements, or the discovery of theretofore unknown conditions, could also require additional material expenditures by the Company.

In addition, the development of new motorsports facilities (and, to a lesser extent, the expansion of existing facilities) requires compliance with applicable federal, state and local land use planning, zoning and environmental regulations. Regulations governing the use and development of real estate may prevent the Company from acquiring or developing prime locations for motorsports facilities, substantially delay or complicate the process of improving existing facilities, and/or materially increase the costs of any of such activities.

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

During the three months ended February 28, 2001 there have been no material changes in the Company’s market risk exposures.

PART II -            OTHER INFORMATION

Item 1.             Legal Proceedings

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 is likely to have a material adverse effect on the Company's financial condition or results of operations.

Item 6.                        Exhibits and Reports on Form 8-K

(a)               Exhibits none

            (b)            Reports on Form 8-K

On January 30, 2001 the Company filed a report on Form 8-K which reported under Item 5. the issuance of a press release which reported earnings for the three-months and full year ended November 30, 2000.

On April 5, 2001 the Company filed a report on Form 8-K which reported under Item 5. the issuance of an earnings release for the three-months ended February 28, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   

INTERNATIONAL SPEEDWAY CORPORATION
(Registrant)

Date:

4/16/2001

/s/ Susan G. Schandel       

   

Susan G. Schandel, Vice President
& Chief Financial Officer