SPEEDWAY MOTORSPORTS INC, 10-K filed on 3/6/2015
Annual Report
Document And Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Mar. 2, 2015
Jun. 30, 2014
Document and Entity Information [Abstract]
 
 
 
Entity Registrant Name
SPEEDWAY MOTORSPORTS INC 
 
 
Document Type
10-K 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Common Stock, Shares Outstanding
 
41,300,191 
 
Entity Public Float
 
 
$ 214,556,125 
Amendment Flag
false 
 
 
Entity Central Index Key
0000934648 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Document Period End Date
Dec. 31, 2014 
 
 
Document Fiscal Year Focus
2014 
 
 
Document Fiscal Period Focus
FY 
 
 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Current Assets:
 
 
Cash and cash equivalents
$ 110,046 
$ 97,343 
Accounts and notes receivable, net
34,855 
34,594 
Prepaid and refundable income taxes
8,306 
8,891 
Inventories, net
8,350 
8,605 
Prepaid expenses
3,881 
3,594 
Deferred income taxes
23,786 
49,181 
Total Current Assets
189,224 
202,208 
Notes and Other Receivables:
 
 
Affiliates (Note 9)
 
3,294 
Other
1,555 
1,800 
Other Assets
30,714 
29,146 
Property and Equipment, Net (Note 2)
1,052,153 
1,105,177 
Other Intangible Assets, Net
394,941 
394,955 
Goodwill
49,680 
49,680 
Total
1,718,267 
1,786,260 
Current Liabilities:
 
 
Current maturities of long-term debt
7,070 
13,847 
Accounts payable
11,166 
10,519 
Deferred race event and other income, net
55,209 
57,888 
Accrued interest
7,055 
7,044 
Accrued expenses and other current liabilities
25,131 
21,656 
Total Current Liabilities
105,631 
110,954 
Long-term Debt (Note 6)
397,747 
453,142 
Payable to Affiliate
 
2,594 
Deferred Income, Net
4,822 
6,932 
Deferred Income Taxes
371,903 
381,756 
Other Liabilities
7,019 
4,892 
Total Liabilities
887,122 
960,270 
Stockholders’ Equity:
 
 
Common Stock, $.01 par value, shares authorized – 200,000,000, issued and outstanding – 41,340,000 in 2014 and 41,404,000 in 2013
456 
454 
Additional Paid-in Capital
252,571 
249,505 
Retained Earnings
671,648 
665,394 
Treasury Stock at cost, shares – 4,216,000 in 2014 and 3,999,000 in 2013
(93,530)
(89,363)
Total Stockholders’ Equity
831,145 
825,990 
Total
$ 1,718,267 
$ 1,786,260 
Consolidated Balance Sheets (Parentheticals) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Preferred stock par value (in Dollars per share)
$ 0.10 
$ 0.10 
Preferred stock, shares authorized
3,000,000 
3,000,000 
Preferred stock, shares issued
Common Stock, par value (in Dollars per share)
$ 0.01 
$ 0.01 
Common Stock, shares authorized
200,000,000 
200,000,000 
Common Stock, shares issued
41,340,000 
41,404,000 
Common Stock, shares outstanding
41,340,000 
41,404,000 
Treasury Stock at cost, shares
4,216,000 
3,999,000 
Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Revenues:
 
 
 
Admissions
$ 100,798 
$ 106,050 
$ 116,034 
Event related revenue
146,849 
145,749 
151,562 
NASCAR broadcasting revenue
207,369 
199,014 
192,662 
Other operating revenue
29,293 
29,836 
29,902 
Total Revenues
484,309 
480,649 
490,160 
Expenses and Other:
 
 
 
Direct expense of events
102,196 
99,500 
101,402 
NASCAR event management fees
128,254 
125,003 
122,950 
Other direct operating expense
18,513 
18,640 
18,908 
General and administrative
96,762 
91,676 
90,407 
Depreciation and amortization (Note 2)
78,426 
54,725 
55,499 
Interest expense, net
21,237 
31,871 
41,217 
Impairment of goodwill (Note 2)
 
89,037 
 
Loss on early debt redemption and refinancing (Note 6)
 
18,467 
 
Other (income) expense, net
(2,305)
293 
(3,908)
Total Expenses and Other
443,083 
529,212 
426,475 
Income (Loss) from Continuing Operations Before Income Taxes
41,226 
(48,563)
63,685 
Provision For Income Taxes (Note 8)
(15,822)
42,351 
(21,892)
Income (Loss) from Continuing Operations
25,404 
(6,212)
41,793 
Income (Loss) from Discontinued Operation
5,710 
(246)
326 
Net Income (Loss)
$ 31,114 
$ (6,458)
$ 42,119 
Basic Earnings (Loss) Per Share:
 
 
 
Continuing Operations (in Dollars per share)
$ 0.61 
$ (0.15)
$ 1.01 
Discontinued Operation (in Dollars per share)
$ 0.14 
$ (0.01)
$ 0.01 
Net Income (Loss) (in Dollars per share)
$ 0.75 
$ (0.16)
$ 1.02 
Weighted Average Shares Outstanding (in Shares)
41,377 
41,405 
41,431 
Diluted Earnings (Loss) Per Share:
 
 
 
Continuing Operations (in Dollars per share)
$ 0.61 
$ (0.15)
$ 1.01 
Discontinued Operation (in Dollars per share)
$ 0.14 
$ (0.01)
$ 0.01 
Net Income (Loss) (in Dollars per share)
$ 0.75 
$ (0.16)
$ 1.02 
Weighted Average Shares Outstanding (in Shares)
41,400 
41,423 
41,437 
Consolidated Statement of Stockholders' Equity (USD $)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock [Member]
Total
Balance at Dec. 31, 2011
$ 451,000 
$ 244,946,000 
$ 679,491,000 
$ (83,708,000)
$ 841,180,000 
Balance (in Shares) at Dec. 31, 2011
41,452,000 
 
 
 
 
Net income (loss)
 
 
42,119,000 
 
42,119,000 
Share-based compensation
2,000 
2,032,000 
 
 
2,034,000 
Share-based compensation (in Shares)
138,000 
 
 
 
 
Exercise of stock options (in Shares)
 
 
 
 
Cash dividends
 
 
(24,883,000)
 
(24,883,000)
Repurchases of common stock at cost
 
 
 
(2,574,000)
(2,574,000)
Repurchases of common stock at cost (in Shares)
(157,000)
 
 
 
(124,000)
Balance at Dec. 31, 2012
453,000 
246,978,000 
696,727,000 
(86,282,000)
857,876,000 
Balance (in Shares) at Dec. 31, 2012
41,433,000 
 
 
 
 
Net income (loss)
 
 
(6,458,000)
 
(6,458,000)
Share-based compensation
1,000 
2,368,000 
 
 
2,369,000 
Share-based compensation (in Shares)
132,000 
 
 
 
 
Exercise of stock options
 
159,000 
 
 
159,000 
Exercise of stock options (in Shares)
8,000 
 
 
 
7,500 
Cash dividends
 
 
(24,875,000)
 
(24,875,000)
Repurchases of common stock at cost
 
 
 
(3,081,000)
(2,291,000)
Repurchases of common stock at cost (in Shares)
(169,000)
 
 
 
(126,000)
Balance at Dec. 31, 2013
454,000 
249,505,000 
665,394,000 
(89,363,000)
825,990,000 
Balance (in Shares) at Dec. 31, 2013
41,404,000 
 
 
 
 
Net income (loss)
 
 
31,114,000 
 
31,114,000 
Share-based compensation
2,000 
2,894,000 
 
 
2,896,000 
Share-based compensation (in Shares)
146,000 
 
 
 
 
Exercise of stock options
 
172,000 
 
 
172,000 
Exercise of stock options (in Shares)
7,000 
 
 
 
7,500 
Cash dividends
 
 
(24,860,000)
 
(24,860,000)
Repurchases of common stock at cost
 
 
 
(4,167,000)
(4,167,000)
Repurchases of common stock at cost (in Shares)
(217,000)
 
 
 
(172,000)
Balance at Dec. 31, 2014
$ 456,000 
$ 252,571,000 
$ 671,648,000 
$ (93,530,000)
$ 831,145,000 
Balance (in Shares) at Dec. 31, 2014
41,340,000 
 
 
 
 
Consolidated Statement of Stockholders' Equity (Parentheticals)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash dividends, per share of common stock
$ 0.60 
$ 0.60 
$ 0.60 
Consolidated Statements of Cash Flows (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash Flows from Operating Activities:
 
 
 
Net income (loss)
$ 31,114,000 
$ (6,458,000)
$ 42,119,000 
(Income) loss from discontinued operation
(5,710,000)
246,000 
(326,000)
Cash provided (used) by operating activities of discontinued operation
5,710,000 
(246,000)
326,000 
Impairment of goodwill
 
89,037,000 
 
Loss on early debt redemption and refinancing, non-cash
 
18,467,000 
 
(Gain) loss on insurance recovery and disposals of property and equipment and other assets
(2,205,000)
62,000 
(3,145,000)
Deferred loan cost amortization
2,014,000 
2,386,000 
2,525,000 
Interest expense accretion of debt discount and premium, net
(672,000)
5,000 
1,702,000 
Depreciation and amortization
78,426,000 
54,725,000 
55,499,000 
Amortization of deferred income
(2,345,000)
(5,895,000)
(5,772,000)
Deferred income tax provision
15,234,000 
(52,201,000)
24,119,000 
Share-based compensation
2,610,000 
2,224,000 
1,936,000 
Accounts and notes receivable
(741,000)
797,000 
3,066,000 
Prepaid, refundable and accrued income taxes
585,000 
(2,766,000)
6,850,000 
Inventories
255,000 
189,000 
(164,000)
Prepaid expenses
(287,000)
144,000 
31,000 
Accounts payable
(821,000)
(294,000)
(1,322,000)
Deferred race event and other income
(2,843,000)
2,545,000 
(4,685,000)
Accrued interest
11,000 
813,000 
(29,000)
Accrued expenses and other liabilities
3,224,000 
1,595,000 
(1,419,000)
Deferred income
331,000 
393,000 
733,000 
Other assets and liabilities
1,388,000 
(276,000)
73,000 
Net Cash Provided By Operating Activities
125,278,000 
93,411,000 
122,117,000 
Cash Flows from Financing Activities:
 
 
 
Borrowings under long-term debt
150,000,000 
355,000,000 
 
Principal payments on long-term debt
(211,500,000)
(413,000,000)
(53,000,000)
Payments of loan amendment, debt refinancing and debt issuance costs
(1,608,000)
(5,899,000)
 
Exercise of common stock options
131,000 
159,000 
 
Dividend payments on common stock
(24,860,000)
(24,875,000)
(24,883,000)
Repurchases of common stock
(4,167,000)
(3,081,000)
(2,574,000)
Net Cash Used By Financing Activities
(92,004,000)
(91,696,000)
(80,457,000)
Cash Flows from Investing Activities:
 
 
 
Payments for capital expenditures
(22,036,000)
(12,036,000)
(26,787,000)
Payment for other non-current assets
 
 
(30,000)
Proceeds from insurance recovery and sales of property and equipment
1,263,000 
160,000 
3,571,000 
Repayment of notes and other receivables (Note 9)
814,000 
684,000 
531,000 
Net Cash Used By Investing Activities
(19,959,000)
(11,192,000)
(22,715,000)
Net Increase (Decrease) In Cash and Cash Equivalents
13,315,000 
(9,477,000)
18,945,000 
Change in cash collected for and payable to third party, cash not provided or used by operating activities (Note 2)
(612,000)
412,000 
95,000 
Cash and Cash Equivalents at Beginning of Year
97,343,000 
106,408,000 
87,368,000 
Cash and Cash Equivalents at End of Year
110,046,000 
97,343,000 
106,408,000 
Cash paid for interest, net of amounts capitalized
21,760,000 
31,426,000 
41,610,000 
Cash paid for income taxes
557,000 
14,302,000 
2,856,000 
Increase (decrease) in accounts payable for capital expenditures
2,115,000 
(486,000)
(1,591,000)
Increase in deferred income for exchange of property and equipment
$ 250,000 
$ 110,000 
$ 1,247,000 
Note 1 - Basis of Presentation and Description of Business
Nature of Operations [Text Block]

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS


Basis of Presentation – The consolidated financial statements include the accounts of Speedway Motorsports, Inc. and all of its wholly-owned and operating subsidiaries: Atlanta Motor Speedway LLC (AMS), Bristol Motor Speedway LLC (BMS), Charlotte Motor Speedway LLC (CMS), Kentucky Raceway LLC d/b/a Kentucky Speedway (KyS), Nevada Speedway LLC d/b/a Las Vegas Motor Speedway (LVMS), Speedway Sonoma LLC (Sonoma Raceway or SR), New Hampshire Motor Speedway, Inc. (NHMS), North Wilkesboro Speedway, Inc. (NWS), Texas Motor Speedway, Inc. (TMS), SMISC Holdings, Inc. d/b/a SMI Properties (SMI Properties), US Legend Cars International, Inc. (Legend Cars), Oil-Chem Research Corporation (Oil-Chem), SMI Trackside LLC (SMI Trackside), Speedway Funding LLC, Speedway Motorsports International Limited (BVI) and consolidated foreign entity (SMIL), Speedway Properties Company LLC a/k/a Performance Racing Network (PRN), Speedway Media LLC a/k/a Racing Country USA (RCU), and TSI Management Company LLC d/b/a The Source International LLC (TSI) (collectively, the Company, SMI, we, our or us). Hereafter, references to “the Company’s” or “eight” speedways exclude NWS, which presently has no significant operations and assets consist primarily of real estate which has no significant fair value.


Description of Business – The Company is a promoter, marketer and sponsor of motorsports activities in the United States. The Company principally owns and operates the following motorsports facilities: Atlanta Motor Speedway, Bristol Motor Speedway, Charlotte Motor Speedway, Kentucky Speedway, Las Vegas Motor Speedway, New Hampshire Motor Speedway, Sonoma Raceway, and Texas Motor Speedway. The Company also provides event and non-event souvenir merchandising and distribution services, and food, beverage and hospitality catering services under an outside management contract through our SMI Properties subsidiaries; provides radio programming, production and distribution through PRN and RCU; manufactures and distributes smaller-scale, modified racing cars and parts through Legend Cars, and sells an environmentally-friendly micro-lubricant® through Oil-Chem. Before February 1, 2014, the Company also provided souvenir merchandising services through its Motorsports Authentics joint venture (see Note 2).


Racing Events – As further described in Note 2, the Company derives a substantial portion of its total revenues from admissions, event related and NASCAR broadcasting revenue. In 2014, the Company held 24 major annual racing events sanctioned by NASCAR, including 13 Sprint Cup and 11 Xfinity Series racing events. The Company also held seven NASCAR Camping World Truck Series, three NASCAR K&N Pro Series, four NASCAR Whelen Modified Tour, two IndyCar Series, six major National Hot Rod Association, one Automobile Racing Club of America and three World of Outlaws racing events. In 2013, the Company held 24 major annual racing events sanctioned by NASCAR, including 13 Sprint Cup and 11 Xfinity Series racing events. The Company also held six NASCAR Camping World Truck Series, three NASCAR K&N Pro Series, four NASCAR Whelen Modified Tour, two IndyCar Series, six major NHRA, one ARCA and three WOO racing events. In 2012, the Company held 24 major annual racing events sanctioned by NASCAR, including 13 Sprint Cup and 11 Xfinity Series racing events. The Company also held eight NASCAR Camping World Truck Series racing events, four NASCAR K&N Pro Series racing events, four NASCAR Whelen Modified Tour, two IndyCar Series racing events, six major NHRA racing events, and three WOO racing events.


The more significant racing schedule changes during the last three years include:


 

In 2014, poor weather resulted in delays in starting and completing one NASCAR Sprint Cup race at BMS and postponing and rescheduling one NASCAR Sprint Cup race at TMS

 

LVMS and TMS each held one Red Bull Air Race World Championship event in 2014 that was not held in 2013 or 2012

 

NHMS held one NASCAR Camping World Truck Series racing event in 2014 that was not held in 2013 or 2012

  

In 2013, one NASCAR Sprint Cup and one Xfinity Series race at both CMS and KyS, and one NASCAR Sprint Cup Series race at SR, was delayed, rescheduled or shortened due to poor weather

 

AMS held one NASCAR Camping World Truck Series race in 2012 that was not held in 2014 or 2013

 

KyS held one ARCA race in 2014 and 2013 that was not held in 2012, and one NASCAR Camping World Truck Series race in 2012 that was not held in 2014 or 2013


Discontinued Oil and Gas Activities In 2008, the Company discontinued its oil and gas operations primarily because of ongoing challenges and business risks in conducting those activities in foreign countries. Those operations are presented herein as discontinued operations for all periods using applicable authoritative guidance, and all note disclosures pertain to continuing operations unless otherwise indicated. At December 31, 2014 and 2013, the Company had no continuing involvement or ownership interest in these discontinued operations, and there were no assets, liabilities, revenues or expenses (other than as described below) associated with discontinued operations for any period presented. In 2012 through 2014, no operating revenues were generated from oil and gas activities. No interest expense, corporate general and administrative expense, transaction or transition service costs or continuing costs have been allocated to the discontinued operation.


The Company incurred legal fees and other costs associated with efforts to sell or dissolve its remaining foreign investment interests in 2012 and 2013, and recover previously reserved receivables in 2012 through 2014. In 2014, the Company recovered $6.0 million of previously reserved receivables through favorable settlements. In 2013, the Company finalized dissolution of one fully impaired foreign interest with no resulting financial statement impact, and recognized a gain from favorable settlement of certain insurance claims. There were no associated income tax benefits reflected in discontinued operations for any period presented. See Note 8 – Income Taxes for associated reporting of income taxes related to the 2014 settlement. While the Company plans to continue litigation of the matter to further maximize potential recovery value, future legal costs are expected to be insignificant.


NASCAR Event Management Fees – Beginning in 2014, NASCAR renamed “purse and sanction” fees as “event management” fees in our annual race event sanctioning and renewal agreements. The change had no other impact on our consolidated financial statements or disclosures.


Note 2 - Significant Accounting Policies
Significant Accounting Policies [Text Block]

2. SIGNIFICANT ACCOUNTING POLICIES


Principles of Consolidation – All significant intercompany accounts and transactions have been eliminated in consolidation.


Revenue and Expense Classification – The Company classifies its revenues as admissions, event related revenue, NASCAR broadcasting revenue, and other operating revenue. “Admissions” includes ticket sales for all Company events. “Event related revenue” includes amounts received from sponsorships, luxury suite rentals, souvenir sales, commissions from food and beverage sales, advertising and other promotional revenues, hospitality revenues, track rentals, driving school revenues, camping and other non-admission access revenues, broadcasting rights other than NASCAR broadcasting revenue, and other event and speedway related revenues. “NASCAR broadcasting revenue” includes rights fees obtained for domestic television broadcasts of NASCAR-sanctioned events held at the Company’s speedways. “Other operating revenue” includes non-event merchandising revenues and Legend Cars and parts sales, The Speedway Club at CMS and The Speedway Club at TMS (together the “Speedway Clubs”) revenues, Oil-Chem revenues, TMS oil and gas mineral rights lease revenues, and industrial park and office tower rentals.


The Company classifies its expenses to include direct expense of events, NASCAR event management (formerly purse and sanction) fees, and other direct operating expense, among other categories. “Direct expense of events” principally includes cost of souvenir sales, non-NASCAR race purses and sanctioning fees, property and event insurance, compensation of certain employees, advertising, sales and admission taxes, outside event support services, cost of driving school revenues, and event settlement payments to non-NASCAR sanctioning bodies. “NASCAR event management fees” includes payments to, and portions of broadcasting revenues retained by, NASCAR for associated events held at the Company’s speedways. “Other direct operating expense” includes the cost of certain SMI Properties and subsidiaries, Legend Cars, Speedway Clubs, Oil-Chem, and industrial park and office tower rental revenues.


Event Revenues and Deferred Race Event Income, Net – The Company recognizes admissions, NASCAR broadcasting and event related revenues when an event is held. Event souvenir merchandise sales and commissions from food and beverage sales are recognized at time of sale. Advance revenues and certain related direct expenses pertaining to specific events are deferred until the event is held. Deferred expenses can include race purses and sanction fees remitted to or retained by NASCAR or other sanctioning bodies and sales and admission taxes and credit card processing fees on advance revenues. Deferred race event income relates to scheduled events to be held in upcoming periods. If circumstances prevent a race from being held during the racing season: (i) generally advance revenue is refundable and (ii) all deferred direct event expenses would be immediately recognized except for race event management fees which would be refundable from NASCAR or other sanctioning bodies, and for sales and admission taxes which would be refundable from taxing authorities. Management believes this accounting policy results in appropriate matching of revenues and expenses associated with the Company’s racing events and helps ensure comparability and consistency between its financial statements. Advance revenues, and certain related direct expenses, if any, for track rentals, driving schools and similar activities are deferred and recognized when the activities take place. Management believes its revenue recognition policies follow applicable authoritative guidance. Sales of gift cards or gift certificates for tickets, merchandise or other redemption use have not been significant.


NASCAR Broadcasting Revenues and NASCAR Event Management (formerly Purse and Sanction) Fees – NASCAR contracts directly with certain television networks on broadcasting rights for all NASCAR-sanctioned Sprint Cup, Xfinity and Camping World Truck Series racing events. The Company receives television broadcasting revenues under annual contractual sanction agreements for each NASCAR-sanctioned race. The Company negotiates its sanction fees for individual races with NASCAR on an annual basis. Under the sanction agreements, NASCAR typically retains 10% of gross broadcasting revenues as a component of their sanction fees. NASCAR also retains 25% of gross broadcasting revenues for purses awarded to race participants for each race. The remainder represents additional annually negotiated event management (purse and sanction) fees paid to NASCAR by the Company for each race. These amounts retained by and paid to NASCAR are reflected in NASCAR event management fee expense.


Marketing Agreements – The Company has various marketing agreements for sponsorships, on-site advertising, hospitality and other promotional activities. Sponsorships generally consist of event and official sponsorship agreements. These various marketing agreements can be event, speedway or period specific, or pertain to multiple events, speedways or years. Marketing agreements that are not event specific typically contain stated fiscal year periods. The Company receives payments based on contracted terms. Marketing customers and agreement terms change from time to time. The Company recognizes contracted fee revenues, and associated expenses, as events or activities are conducted each year in accordance with the respective agreement terms. The Company’s marketing agreements sometimes include multiple specified elements such as sponsorships, tickets, hospitality, suites or on-site advertising in varying combinations for one or more events or contract periods, although there is typically a predominant element. Contracted revenues are allocated between admissions and event related revenue financial statement categories based on the relative fair or retail value of the respective multiple elements as such events or activities are conducted each year in accordance with the respective agreement terms.


Certain marketing agreements contain elements of purchased property and equipment exchanged for multi-year marketing and other promotional activities at one or more of our facilities. The associated assets and deferred revenue are initially recorded based on their estimated fair or retail values, with assets then depreciated over estimated useful lives and deferred revenue recognized into income on a straight-line basis as events are conducted each year in accordance with the respective agreement terms. Deferred revenue recognizable in each upcoming fiscal year is reflected as current liabilities in deferred race event and other income.


Long-Term Food and Beverage Management Contract – Levy Premium Foodservice Limited Partnership, wholly-owned by Compass Group USA, Inc., has exclusive rights to provide on-site food, beverage and hospitality catering services for essentially all Company speedway events and operations under a long-term food and beverage management contract. The contract commenced in 2002 and was renewed for an additional ten-year period through 2021. The long-term agreement provides for, among other items, specified annual fixed and periodic gross revenue based commission payments to the Company over the contract period. The Company’s commission-based net revenues associated with activities provided by Levy are reported in event related revenue and at times, to a lesser extent, other operating revenue depending on the venue.


Non-Event Souvenir Merchandise and Other Revenues – The Company recognizes revenue when products are shipped, title transfers to customers, right of return or cancellation provisions expire, sales prices are final and collection is probable. For products sold on consignment through various promotional activities, revenues are recognized upon product shipment by promoters to customers, or purchase by reseller customers, and expiration of any right of return or cancellation provisions. Product sold on consignment with right of return or cancellation provisions has not been significant.


Joint Venture Equity Investment – Before February 2014, the Company and International Speedway Corporation equally owned a joint venture (50% non-controlling interest) operating independently under the name Motorsports Authentics (MA). MA’s operations consist principally of trackside and, to a lesser extent, wholesale and retail, event souvenir merchandising as licensed and regulated under NASCAR Teams Licensing Trust agreements. The NASCAR Trust significantly influences MA’s operations and results. No dividends were declared or paid since formation of MA. The Company’s share of undistributed equity deficit from equity investee earnings and losses included in the Company’s retained earnings was approximately $133,974,000 at December 31, 2013. There were no significant differences in investor cost and underlying equity in the net assets of MA at acquisition.


On January 31, 2014, the Company abandoned its interest and rights in MA to focus management resources in areas that may be profitable and more productive. As further described in Note 8, the Company recognized an anticipated material tax benefit related to abandonment as of December 31, 2013. There was no other impact on the Company’s 2014 or 2013 Consolidated Financial Statements. The carrying value of the Company’s equity investment in MA was reduced to $0 as of December 31, 2009 from sizable impairment charges and MA’s historical operating results. Under equity method accounting, the Company no longer recorded its 50% share of MA operating losses, if any, unless and until this carrying value was increased to the extent of future MA operating profits, if any. As such, the Company’s results for 2012 through 2014 were not impacted by MA’s operations under the equity method, and no income tax benefits were recognized in these years other than related to aforementioned Company abandonment. MA was not considered significant for the three annual periods ended 2014 under applicable SEC rules and the reports of the auditors on their financial statements for those periods are not included in this filing.


Revenue Composition (Note 13) – The Company’s revenues are comprised of the following (in thousands):


   

2014

   

2013

   

2012

 

Admissions

  $ 100,798     $ 106,050     $ 116,034  

NASCAR broadcasting

    207,369       199,014       192,662  

Sponsorships

    51,578       54,832       57,633  

Other event related

    81,493       78,106       81,019  

Souvenir and other merchandise

    31,058       31,005       31,634  

Other

    12,013       11,642       11,178  

Total revenue

  $ 484,309     $ 480,649     $ 490,160  

Revenues described as “other event related” consist principally of commissions from food, beverage and souvenir sales, luxury suite rentals, advertising and other promotional revenues, hospitality revenues, track rentals, driving school revenues, camping and other non-admission access revenues, broadcasting rights other than NASCAR broadcasting revenue, and other event and speedway related revenues. “Souvenir and other merchandise revenue” consists of SMI Properties and SMI Trackside sales of owned souvenir merchandise during racing and non-racing events and in speedway gift shops (motorsports event related merchandise), certain SMI Properties sales of racing and other sports related souvenir merchandise and Legend Cars operations (non-event motorsports related merchandise), and Oil-Chem product sales (non-motorsports related merchandise). “Other revenue” consists principally of revenues from the Speedway Clubs, industrial park and office tower rentals, Legend Cars as the sanctioning body for Legend Cars circuit races, and TMS oil and gas mineral rights lease revenues.


Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires extensive use of management estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at financial statement dates, and reported amounts of revenues and expenses. Actual future results could differ from those estimates. Such significant estimates include (i) recoverability of property and equipment, goodwill and other intangible assets, (ii) depreciable lives for property and equipment and amortization periods for intangible assets, (iii) accounting for income taxes, (iv) realization of receivables and inventories, (v) accruals for certain business taxes, uninsured business risks, litigation, and other contingencies, and (vi) deferred compensation obligations and disclosures of stock-based compensation.


Consolidated Statements of Cash Flows The Company classifies as cash equivalents all highly liquid investments with original maturities of three months or less. Cash equivalents principally consist of variable rate, overnight sweep accounts of commercial paper, repurchase agreements, municipal bond and United States Treasury securities.


At times, the Company collects and temporarily holds cash on behalf of its third-party food and beverage concessionaire which is not remitted until after period end and is presented separately from cash flows from operating activities on the Consolidated Statements of Cash Flows. There are no specific limitations, restrictions or other holding requirements for such cash.


Accounts and Notes Receivable are reported net of allowance for doubtful accounts summarized as follows (in thousands):


   

2014

   

2013

   

2012

 

Balance, beginning of year

  $ 1,273     $ 1,270     $ 1,345  

Bad debt expense

    261       253       189  

Actual write-offs, net of specific accounts recovered

    (263

)

    (250

)

    (264

)

Balance, end of year

  $ 1,271     $ 1,273     $ 1,270  

Other Noncurrent Assets as of December 31, 2014 and 2013 consist of (in thousands):


   

2014

   

2013

 

Deferred financing costs, net

  $ 8,943     $ 9,162  

Land held for development

    12,265       12,265  

Other

    9,506       7,719  

Total

  $ 30,714     $ 29,146  

Noncurrent assets are generally reported at cost except for cash surrender values of life insurance policies which are reported at fair value (See Note 12). Management evaluates these assets for recovery when events or circumstances indicate possible impairment may have occurred. As of December 31, 2014, there have been no events or circumstances which might indicate possible recoverability concerns or impairment.


Deferred Financing Costs are amortized into interest expense over the associated debt terms or remaining terms for loan amendment costs, and are reported net of accumulated amortization of $9,802,000 and $6,850,000 at December 31, 2014 and 2013. See Note 6 for information on 2013 charges associated with previously deferred financing costs.


Original Debt Issuance Discount or Premium is amortized into interest expense over the associated debt terms using the effective interest method.


Land Held For Development represents property adjacent to a regional outlet mall in the Charlotte metropolitan area which management plans to develop and market or possibly sell in suitable market conditions.


Property and Equipment (Note 4) are recorded at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements pertain primarily to industrial park, office and warehouse facilities, and are amortized using the straight-line method over the lesser of associated lease terms or estimated useful lives. Constructed assets, including construction in progress, include all direct costs and capitalized interest until placed into service. Expenditures for repairs and maintenance are charged to expense when incurred, unless useful asset lives are extended or assets improved.


When events or circumstances indicate possible impairment may have occurred, the Company evaluates long-lived assets, including tangible assets and intangible assets subject to amortization, for possible impairment based on expected future undiscounted operating cash flows attributable to such assets using applicable authoritative guidance. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of other assets and liabilities when assessing impairment. When management decides to remove grandstand seating and suites as part of managing facility capacity or other speedway facility assets, depreciation is accelerated and recorded prospectively over shortened estimated remaining useful lives of the assets, beginning when both management commits to and begins removal. Gains or losses on property and equipment disposals are recognized when disposed. Recording accelerated depreciation, gain or loss on disposal or impairment losses related to property and equipment is based on assessment of the associated facts and circumstances. Also, assets are classified as held for sale when management determines that sale is probable within one year. Management believes no unrecognized impairment of long-lived assets used in continuing operations exists at December 31, 2014.


In connection with the development and completed construction of TMS in 1997, the Company entered into arrangements with the Fort Worth Sports Authority (FWSA), a non-profit corporate instrumentality of the City of Fort Worth, Texas, whereby the Company conveyed the speedway facility, excluding its on-site condominiums and office and entertainment complex, to the FWSA. The Company, which has the right to reacquire the facility, operates the speedway facility under a 30-year arrangement with the FWSA. Because of the Company’s responsibilities, including associated risks, rewards and obligations, under these arrangements, the speedway facility and related liabilities are included in the accompanying consolidated balance sheets.


Goodwill and Other Intangible Assets (Note 5) represent the excess of business acquisition costs over the fair value of net assets acquired, and are all associated with the Company’s motorsports related activities and reporting units. Intangible assets consist predominately of goodwill and nonamortizable intangible assets for race event sanctioning and renewal agreements and, to a lesser extent, goodwill associated with event related motorsports merchandising. Acquired intangible assets are valued using the direct value method. The Company’s race event sanctioning and renewal agreements for each NASCAR-sanctioned racing event are awarded annually. The Company has evaluated each of its intangible assets for these agreements and determined that each will extend into the foreseeable future. The Company has never been unable to renew these race date agreements for any subsequent year and no such agreement has ever been cancelled. Based on these and other factors, such race date agreements are expected to be awarded to the Company in perpetuity. As such, these nonamortizable intangible assets for race event sanctioning and renewal agreements are considered to have indefinite useful lives because their renewal and cash flow generation are expected to continue indefinitely. No direct costs for agreement renewal or extension have been incurred or capitalized. However, we are obligated to conduct events in the manner stipulated under the terms and conditions of the annual sanctioning agreements. The Company follows applicable authoritative guidance on accounting for goodwill and other intangible assets which specifies, among other things, nonamortization of goodwill and requires testing of intangible assets with indefinite useful lives for possible impairment at least annually.


Annual Impairment Assessment. The Company evaluates goodwill and other intangible assets for possible impairment annually in the second quarter, or when events or circumstances indicate possible impairment may have occurred. Management considers each speedway and motorsports and non-motorsports merchandising subsidiary a separate reporting unit principally because that is the lowest level for which discrete financial information is available to the Company’s managers and chief operating decision maker. No reporting units are aggregated for purposes of evaluating intangible assets for possible impairment. The Company evaluates intangible assets for possible impairment based predominately on management’s best estimate of future discounted operating cash flows and profitability attributable to such assets (using the fair value assessment provisions of applicable authoritative guidance) for all individual reporting units.


The evaluation is supported by quoted market prices or comparable transactions where available or applicable. Management considered that the estimated market value for comparable NASCAR race event sanction and renewal agreements based on historical sales transactions (the Company had agreements to annually conduct thirteen NASCAR Sprint Cup, eleven NASCAR Xfinity, and seven NASCAR Camping World Truck Series races as of the evaluation date), combined with the estimated fair value for all other Company net assets, exceeds its current market capitalization. NASCAR has announced it would consider potential track realignment of Sprint Cup Series racing events to desirable, potentially more profitable market venues of speedway operators. Our annual impairment assessment did not consider the possibility that management may realign one or more other NASCAR Sprint Cup Series racing events among its speedway facilities, which could result in net higher or improved future projected cash flows. Management also considered recent market trading ranges of price to earnings and sales multiples, cash flow and other traditional valuation methods, control premiums, and other market information related to the Company’s common stock from historical and forward-looking perspectives. Such information was also compared to available market information for certain motorsports industry peers. Weighting of evaluation results was not required as none of the methods, individually or collectively, indicated possible impairment. Despite ongoing domestic and global economic challenges, management believes there has been no fundamental change in the Company’s core motorsports business. The inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.


Management’s latest annual impairment assessment was performed in the second quarter 2014. That assessment indicated the estimated fair value of each reporting unit and each indefinite-lived intangible asset substantially exceeded its associated carrying value except for race date event sanctioning and renewal agreements associated with NHMS acquired in 2008. The excess of estimated fair value over associated aggregate carrying values of $296,130,000 for those material nonamortizable agreements was found to be relatively nominal, resulting in heightened sensitivity to management’s assumptions used in estimating future discounted cash flows and profitability and associated risk of failing impairment testing. Among other factors, the latest assessment assumes economic and industry condition improvements, and projected cash flow and profitability recovery, using modest annual inflationary growth rates for projected revenue streams and operating costs (other than NASCAR broadcasting revenues and event management fees), and strategic amounts of planned capital expenditures. Management assumed that annual increases in contracted NASCAR broadcasting rights revenues beginning in 2015 through 2024 would approximate those reflected in the recently negotiated multi-year contracts and announced by NASCAR. Management also assumed annual increases in associated NASCAR event management (purse and sanction) fees would approximate historical and 2015 contracted rates. NASCAR event management fees for years after 2015 have not been negotiated, and future annual fees could differ substantially from those assumed in management’s impairment assessment.


As such, no goodwill or other indefinite-lived intangible asset impairment charges were found necessary at this time. Should this reporting unit or associated indefinite-lived intangible assets not achieve projected cash flows or profitability, or should actual capital expenditures exceed current plans, estimated fair values could be reduced to below carrying values resulting in material non-cash impairment charges. There have since been no other events or circumstances that indicate possible unrecognized impairment as of December 31, 2014. Management believes the methods used to determine fair value and evaluate impairment were appropriate, relevant, and represent methods customarily available and used for such purposes and are the best available estimate of fair value. Management also believes the Company’s operational and cash flow forecasts support its conclusions that no impairment exists as of December 31, 2014. Different economic or industry conditions or assumptions, and changes in projected cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the impairment evaluation and the Company’s future financial condition or results of operations. The evaluations are subjective and based on conditions, trends and assumptions existing at the time of evaluation.


2013 Impairment of Goodwill. The Company had previously reported its 2012 annual evaluation found that estimated fair values for NHMS and KyS reporting units exceeded their carrying values, with associated risk of failing step one of impairment testing. Management's 2013 annual impairment assessment indicated the estimated fair value of each reporting unit and each indefinite-lived intangible asset substantially exceeded its associated carrying value except for two reporting units. The 2013 annual evaluation found the carrying values for NHMS and KyS exceeded estimated fair value reflecting lowered estimated future cash flows because the economic recovery was slower and weaker than previous forecasts, and lower than anticipated revenues for certain 2013 major racing events at NHMS and KyS, further reducing visibility on profitability recovery. As such, a non-cash impairment charge of $89,037,000, before income tax benefits of $2,341,000, was reflected in 2013 to reduce goodwill related to NHMS and KyS to estimated fair value of $0.


Of that charge, goodwill for NHMS of $82,725,000 originated upon recording deferred tax liabilities associated with race date intangibles of $127.4 million established under purchase method accounting rules over and above NHMS’s net cash purchase price of $330.1 million paid in 2008. Those accounting rules required establishing such deferred tax liabilities assuming the Company would ultimately sell NHMS assets, and not stock, for tax reporting purposes. Those accounting rules prohibit elimination or adjustment notwithstanding such ultimate payment of taxes was, and still is, believed unlikely and that no sale is being contemplated. The impairment did not pertain to or affect the underlying value of the Company’s race date intangibles. The 2013 charge and associated operations are included in the Company’s "motorsports event related" reporting segment (see Note 13).


Deferred Income, Net (noncurrent) as of December 31, 2014 and 2013 consists of (in thousands):


   

2014

   

2013

 

Preferred Seat License fees, net

  $ 3,518     $ 3,635  

Multi-year marketing and other arrangements, and deferred membership income

    1,304       3,297  

Total

  $ 4,822     $ 6,932  

Preferred Seat License Fees, Net. KyS and TMS offer Preferred Seat License (PSL) agreements whereby licensees are entitled to purchase annual season-ticket packages for sanctioned racing events under specified terms and conditions. Among other items, licensees are required to purchase all season ticket packages when and as offered each year. License agreements automatically terminate without refund should licensees not purchase any offered ticket and are transferable once each year subject to certain terms and conditions. Also, licensees are not entitled to refunds for postponement or cancellation of events due to weather or certain other conditions. Net PSL fees are deferred when received and amortized into income over the estimated useful life of those facilities or recognized upon license agreement termination.


Deferred Speedway Club Membership Income. The CMS and TMS Speedway Clubs sell memberships that entitle members to certain dining, other club and racing event seating privileges, and require upfront fees and monthly assessments. Net membership revenues are deferred when billed and amortized into income over an estimated average membership term of ten years.


Deferred Income, Other Arrangements. In late 2013, BMS announced plans to host a collegiate football game in September 2016. As of December 31, 2014 and 2013, advance revenues and associated direct expenses were not significant. Under the similar accounting policy for event revenues and expenses described above, the Company plans to continue to defer advance revenues and direct expenses pertaining to this event until held.


TMS Oil and Gas Mineral Rights Lease Receipts – TMS, in conjunction with the Fort Worth Sports Authority, has an oil and gas mineral rights lease agreement and a joint exploration agreement with the FWSA, which among other things, provides the lessee various defined property access and right-of-ways, exclusive exploration and extraction rights, and non-interference by TMS as extraction infrastructure construction and operations commence. TMS is required to coordinate directly with the lessee on roadway and pipeline logistics to prevent interference of TMS or lessee activities, and monitor regulatory and other contract compliance. An upfront cash payment received in December 2011 was accreted into other operating revenue over an associated two-year agreement term on a straight-line basis, with $3,117,000 and $3,210,000 recognized in 2013 and 2012 ($0 in 2014).


Although the initial agreement term expired in December 2013, the lessee had initiated drilling activities prior to expiration, resulting in the long-term lease remaining enforceable as long as drilling or extraction related activities continue or certain prices levels are met. This lease agreement was extended and oil and gas extraction commenced in 2014, which entitles TMS to stipulated stand-alone and shared royalties. In 2014, TMS received and recognized royalty payments of $3,208,000 under the extended lease agreement. The lessee expanded production capacity in 2014, including an increased number of extraction wells. At this time, while extraction activities continue, management is unable to determine possible ongoing volumes of production if any or for how long, or if stipulated natural gas price levels will be maintained or adequate. The lease agreement stipulates the sharing of production revenues, and requires TMS to spend a portion of shared royalties on TMS facility and road infrastructure improvements, up to specified amounts. Any future production revenues or royalties are subject to production levels and market prices that can fluctuate significantly and rapidly, as well as other factors outside of TMS’s control. As such, management is unable to determine the amounts if any, or timing, of possible future royalty payments to TMS. As of December 31, 2014 and 2013, there was no deferred income associated with the expired or extended agreements.


Advertising Expenses – Event specific advertising costs are expensed when an associated event is held and included principally in direct expense of events. Non-event related advertising costs are expensed as incurred and included principally in other direct operating expense. Advertising expense amounted to $16,398,000 in 2014, $17,461,000 in 2013 and $18,644,000 in 2012. There were no deferred direct-response advertising costs at December 31, 2014 or 2013.


Operating Leases – The Company has various operating leases principally for office and warehouse space and for equipment used in conducting racing events and other operations. These operating leases typically have initial terms of less than one year or are cancelable with minimal notice, although certain operating equipment leases include multi-year terms. Rent expense for operating leases amounted to $6,023,000 in 2014, $5,923,000 in 2013 and $6,124,000 in 2012. Various office and warehouse facilities leased from an affiliate (see Note 9) are cancelable with minimal notice; however, such lease arrangements will likely be renewed annually through specific contract periods. The Company leases various office, warehouse and industrial park space under operating leases to various entities largely involved in motorsports. These operating leases typically have initial terms of one year or more and are noncancelable. Lease revenue for operating leases, excluding the TMS oil and gas mineral rights lease receipts discussed above, amounted to $4,927,000 in 2014, $4,835,000 in 2013 and $4,482,000 in 2012.


Future annual minimum lease payments (where initial terms are one year or more and assuming renewal through contracted periods), and contracted future annual minimum lease revenues, under operating leases at December 31, 2014 are as follows (in thousands):


   

Lease

Payments

   

Lease

Revenues

 

2015

  $ 1,001     $ 4,830  

2016

    576       4,236  

2017

    503       3,356  

2018

    332       2,328  

2019

    189       1,308  

Thereafter

    706       545  

Total

  $ 3,307     $ 16,603  

Other (Income) Expense, Net consists of (in thousands):


   

2014

   

2013

   

2012

 

Net gain associated with insurance recovery and involuntary conversion of property (2014), and property sales and other assets (2014 and 2012)

  $ (2,235

)

        $ (3,152

)

Net loss on disposals of property and equipment

    30     $ 62       7  

Other

    (100

)

    231       (763

)

Total

  $ (2,305

)

  $ 293     $ (3,908

)


Income Taxes (Note 8) – The Company recognizes deferred tax assets and liabilities for the future income tax effect of temporary differences between financial and income tax bases of assets and liabilities. Income taxes are provided using the liability method whereby estimated deferred income taxes, and significant items giving rise to deferred tax assets and liabilities, reflect management’s assessment of future taxes likely to be paid, including timing, probability of realization and other relevant factors. The Company’s accounting for income taxes reflects management’s assessment of future tax liabilities based on assumptions and estimates for timing, likelihood of realization, and tax laws existing at the time of evaluation. The Company assesses the need for valuation allowances for deferred tax assets based on the sufficiency of estimated future taxable income and other relevant factors. The Company reports interest expense and penalties related to income tax liabilities, when applicable, in income tax expense. Cash paid for income taxes as reflected on the Consolidated Statements of Cash Flows excludes any previous overpayments the Company may have elected to apply to income tax liabilities. The Company has no undistributed foreign earnings or cash or cash equivalents held outside of the US.


The Company follows applicable authoritative guidance on accounting for uncertainty in income taxes which, among other things, prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, and disclosures. Evaluation of a tax position includes determining whether it is more likely than not a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position meets the more-likely-than-not recognition threshold, it is presumed the position will be examined by appropriate taxing authorities having full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.


Taxes Collected from Customers – The Company reports sales, admission and other taxes collected from customers on both a gross and net basis in operations. Such taxes reported on a gross basis amounted to $5,340,000 in 2014, $5,455,000 in 2013 and $5,721,000 in 2012.


Fair Value of Financial Instruments – The Company follows applicable authoritative guidance which requires that financial and non-financial assets and liabilities measured and reported on a fair value basis be classified, disclosed and categorized as further described below. Fair value estimates are based on relevant market information and single broker quoted market prices where available at a specific point in time, and changes in assumptions or market conditions could significantly affect estimates. The carrying values of cash and cash equivalents, accounts and notes receivable, certain other assets and accounts payable approximate fair value because of the short maturity of these financial instruments. Cash surrender values are carried at fair value based on binding broker quoted market prices. Notes and other receivables and bank revolving credit facility and term loan borrowings are variable interest rate financial instruments and, therefore, carrying values approximate fair value. The fixed rate senior notes payable are publicly traded and estimated fair values are based on single broker quoted market prices. Other long-term debt is non-interest bearing and discounted based on estimated current cost of borrowings and, therefore, carrying values approximate market value. There have been no changes or transfers between category levels or classes.


The following table presents estimated fair values and categorization levels of the Company’s financial instruments as of December 31, 2014 and 2013 (in thousands):


             

December 31, 2014

   

December 31, 2013

 
   

Level

 

Class

 

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 

Assets

                                         

Cash and cash equivalents

    1  

R

  $ 110,046     $ 110,046     $ 97,343     $ 97,343  
Floating rate notes receivable     2   NR                 2,005       2,005  

Cash surrender values

    2  

NR

    8,177       8,177       4,937       4,937  
                                           

Liabilities

                                         

Floating rate revolving Credit Facility, including Term Loan

    2  

NR

    150,000       150,000       210,000       210,000  

6.75% Senior Notes Payable scheduled due 2019

    2  

NR

    253,372       257,500       254,197       265,000  

Other long-term debt

    2  

NR

    1,445       1,445       2,792       2,792  

Level 1:

Quoted market prices in active markets for identical assets or liabilities.

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:

Unobservable inputs that are not corroborated by market data.

Class R:

Measured at fair value on recurring basis, subsequent to initial recognition.

Class NR:

Measured at fair value on nonrecurring basis, subsequent to initial recognition.


Concentrations of Credit Risk – Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, accounts and notes receivable, and cash surrender values. Concentration of credit risk with respect to cash and cash equivalents and cash surrender values is limited through placement with major high-credit qualified financial institutions and insurance carriers, respectively. However, amounts placed often significantly exceed available insured limits. Concentrations of credit risk with respect to accounts receivable are limited due to the large numbers and wide variety of customers and customer industries and their broad geographical dispersion. Also, a significant portion of the Company’s accounts receivable typically pertain to advance revenues for specific events which are deferred until the event is held. As such, exposure to credit risk on such receivables that could adversely affect operating results is limited until recognition of the associated deferred race event income. The Company generally requires sufficient collateral equal to or exceeding note amounts, or accepts notes from high-credit quality entities or high net-worth individuals, limiting its exposure to credit risk. Amounts due from affiliates typically can be offset to the extent of amounts payable to affiliates, limiting the Company’s exposure to credit risk.


Loss and Other Contingencies and Financial Guarantees – The Company accrues a liability for contingencies if the likelihood of an adverse outcome is probable and the amount is estimable. Legal and other costs associated with loss contingencies are expensed as incurred. The Company accounts for financial guarantees using applicable authoritative guidance which requires, among other things, that guarantors recognize a liability for the fair value of obligations undertaken by issuing a guarantee.


CMS’s property includes areas used as solid waste landfills for many years. Landfilling of general categories of municipal solid waste on the CMS property ceased in 1992, but CMS currently allows certain property to be used for land clearing and inert debris landfilling. Landfilling for construction and demolition debris has ceased on the CMS property. Management believes the Company’s operations, including the landfills on its property, comply with all applicable federal, state and local environmental laws and regulations. Management is not aware of any situation related to landfill operations which would have a material adverse effect on the Company’s financial position, future results of operations or cash flows.


Recently Issued Accounting Standards – The FASB issued Accounting Standards Update No. 2014-09 "Revenue from Contracts with Customers: Section A—Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40)” which enhances comparability and clarifies principles of revenue recognition. The guidance includes the core principle that entities recognize revenue to depict transfers of promised goods or services to customers in amounts that reflect the consideration entities expect to be entitled in exchange for those goods or services. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the potential impact that adoption may have on its financial statements.


The FASB issued Accounting Standards Update No. 2014-12 "Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” which requires performance targets that affect vesting and could be achieved after requisite service periods be treated as performance conditions and reflected in estimating grant-date fair values of awards. Compensation cost should be recognized in the periods when achieving performance targets becomes probable, and should represent the compensation cost attributable to periods for which requisite services have already been rendered. If achieving performance targets becomes probable before the end of the requisite service periods, any remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. Among other things, the guidance applies to entities that grant employees share-based payments in which award terms provide that performance targets that affect vesting could be achieved after the requisite service periods. The guidance is effective for annual periods and interim periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the guidance either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company is currently evaluating the potential impact that adoption may have on its financial statements.


Note 3 - Inventories
Inventory Disclosure [Text Block]

3. INVENTORIES


Inventory costs consist of: (i) souvenirs and 5/8-scale and similar small-scale finished race cars determined on a first-in, first-out basis; and (ii) souvenirs and apparel, micro-lubricant®, and parts and accessories product costs determined on an average current cost basis. No general and administrative costs are included in inventory costs. Cost of sales are charged using the same inventory cost bases. Inventories as of December 31, 2014 and 2013 consist of (in thousands):


   

2014

   

2013

 

Finished race cars, parts and accessories

  $ 5,186     $ 5,372  

Souvenirs and apparel

    2,472       2,409  

Micro-lubricant® and other

    692       824  

Total

  $ 8,350     $ 8,605  

All inventories are stated at the lower of cost or market value with provisions for differences between cost and estimated market value based on assumptions about current and future demand, market conditions and trends that might adversely impact realization. Inventories are reflected net of provisions summarized as follows (in thousands):


   

2014

   

2013

   

2012

 

Balance, beginning of year

  $ 4,083     $ 4,757     $ 5,765  

Current year provision

    711       53       216  

Current year sales and write-offs

    (387

)

    (727

)

    (1,224

)

Balance, end of year

  $ 4,407     $ 4,083     $ 4,757  

Note 4 - Property and Equipment
Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY AND EQUIPMENT


Property and equipment as of December 31, 2014 and 2013 is summarized as follows (dollars in thousands):


 

 

Estimated

Useful Lives

 

 

2014

 

 

2013

 

Land and land improvements

 

5

-

25

 

 

$

460,847

 

 

$

457,179

 

Racetracks and grandstands

 

5

-

45

 

 

 

721,108

 

 

 

749,510

 

Buildings and luxury suites

 

5

-

40

 

 

 

451,243

 

 

 

450,495

 

Machinery and equipment

 

3

-

20

 

 

 

44,696

 

 

 

44,175

 

Furniture and fixtures

 

5

-

20

 

 

 

36,411

 

 

 

35,072

 

Autos and trucks

 

3

-

10

 

 

 

12,258

 

 

 

11,899

 

Construction in progress

 

 

 

 

 

 

 

3,784

 

 

 

4,768

 

Total

 

 

 

 

 

 

 

1,730,347

 

 

 

1,753,098

 

Less accumulated depreciation

 

 

 

 

 

 

 

(678,194

)

 

 

(647,921

)

Net

 

 

 

 

 

 

$

1,052,153

 

 

$

1,105,177

 


Other Information – Depreciation expense amounted to $78,375,000 in 2014, $54,671,000 in 2013 and $55,444,000 in 2012. The higher 2014 depreciation expense is due primarily to recording accelerated depreciation on removal of certain seating and suites at AMS, CMS and NHMS related to managing facility capacity and certain damaged BMS assets of $651,000. In the second quarter 2014, NHMS removed approximately 7,000 low demand seats and is using the area for premium hospitality and advertising. In the fourth quarter December 2014, the Company committed to and began removing approximately 17,000 and 41,000 of low demand seats and luxury suites at AMS and CMS. The Company anticipates using those areas for premium hospitality, advertising and other facility purposes and removal at AMS and CMS is expected to be completed in the first half 2015. In 2014, the Company recorded non-cash, pre-tax charges for accelerated depreciation aggregating $24,467,000 related to removal of those AMS, CMS and NHMS assets. The accelerated depreciation is included in the Company’s "motorsports event related" reporting segment (see Note 13).


The Company’s 2014 consolidated financial statements reflect a gain from involuntary conversion of certain TMS property, increasing property and equipment and other income, net by approximately $985,000. Although this gain should have been recorded in an earlier period, the Company believes the impact was not material to prior or current periods. As of December 31, 2014, the Company had contractual obligations for capital expenditures of approximately $3,400,000 for facility improvements at our various speedways.


Note 5 - Goodwill and Other Intangible Assets
Goodwill and Intangible Assets Disclosure [Text Block]

5. GOODWILL AND OTHER INTANGIBLE ASSETS


The composition and accounting for intangible assets are further described in Note 2. As of December 31, 2014 and 2013, gross carrying values and accumulated amortization by class of intangible asset are as follows (dollars in thousands):


   

2014

   

2013

         
   

Gross

Carrying

Value

   

Accumulated

Amortization

   

Net

   

Gross

Carrying

Value

   

Accumulated

Amortization

   

Net

   

Estimated

Amortization

Period

(Years)

 

Nonamortizable race event sanctioning and renewal agreements

  $ 394,913           $ 394,913     $ 394,913           $ 394,913        

Amortizable race event sanctioning and renewal agreements

    100     $ (72

)

    28       100     $ (58

)

    42       5 - 6  

Total

  $ 395,013     $ (72

)

  $ 394,941     $ 395,013     $ (58

)

  $ 394,955          

Changes in the gross carrying value of other intangible assets and goodwill are as follows (in thousands):


   

Other Intangible Assets

   

Goodwill

 
   

2014

   

2013

   

2014

   

2013

 

Balance, beginning of year

  $ 395,013     $ 395,013     $ 49,680     $ 138,717  

Increase from acquisitions

                       

Decrease from impairment charges

                      (89,037

)

Balance, end of year

  $ 395,013     $ 395,013     $ 49,680     $ 49,680  

The 2013 decrease in goodwill reflects an impairment charge to reduce goodwill related to NHMS and KyS to estimated fair value as further described in Note 2. At December 31, 2014 and 2013, the carrying amounts for goodwill and other intangible assets include accumulated impairments of $146.2 million. Amortization expense on other intangible assets amounted to $14,000 in 2014, $18,000 in 2013 and $18,000 in 2012. Estimated annual amortization expense for each of the next five years is not significant.


Note 6 - Long-term Debt
Long-term Debt [Text Block]

6. LONG-TERM DEBT


As further described below, the Company amended its Credit Facility in December 2014. As further described in Note 14, the Company issued new Senior Notes in January 2015, and plans to redeem all outstanding 2019 Senior Notes in March 2015. All amounts and descriptions of debt arrangements below are based on terms and conditions in effect as of December 31, 2014.


Long-term debt at December 31, 2014 and 2013 consists of (in thousands):


   

2014

   

2013

 

Credit facility, all term loan

  $ 150,000     $ 210,000  

2019 Senior Notes

    253,372       254,197  

Other notes payable

    1,445       2,792  

Total

    404,817       466,989  

Less current maturities

    (7,070

)

    (13,847

)

Long-term debt, excluding current maturities

  $ 397,747     $ 453,142  

Annual maturities of long-term debt at December 31, 2014 are as follows (in thousands):


2015

  $ 7,070  

2016

    7,500  

2017

    7,500  

2018

    7,500  

2019

    375,247  

Total

  $ 404,817  

2014 Amendment of Bank Credit Facility - In December 2014, the Company's Credit Facility was amended and restated (the 2014 Credit Facility or Credit Facility) which now, among other things: (i) provides for a five-year $100,000,000 senior secured revolving credit facility, with separate sub-limits of $50,000,000 for standby letters of credit and $10,000,000 for swing line loans; (ii) provides for a five-year $150,000,000 senior secured term loan (which was fully drawn by the Company on December 29, 2014) and a five-year delayed draw term loan of up to $50,000,000 borrowable in a single advance no later than March 29, 2015 (the Term Loan or Term Loans); (iii) matures in December 2019; (iv) contains an accordion feature allowing the Company to increase revolving commitments or establish a term loan up to an aggregate additional $100,000,000 or $200,000,000, respectively (or a combined aggregate additional amount of up to $250,000,000) with certain lender commitment conditions; (v) allows for annual aggregate payments of dividends and repurchases of SMI securities of up to $50,000,000, increasing up to $75,000,000 subject to maintaining certain financial covenants; and (vi) limits annual capital expenditures to $75,000,000 and provides for motor speedway acquisitions and related businesses.


Borrowings must be used for: (i) refinancing existing debt; (ii) working capital and other general corporate needs, including capital expenditures; (iii) certain permitted investments; and (iv) acquisition of additional motor speedways and related businesses subject to specified limits and conditions. Delayed draw term loan borrowings or proceeds of the first $200,000,000 increase in revolving commitments, additional term loans or combination thereof under the Credit Facility's accordion feature must be used to repay or redeem the Company's 2019 Senior Notes. Term Loans require equal minimum quarterly principal payments of at least 5% of initial amounts drawn on an annualized basis (or $7,500,000 each twelve-month period based on an initial draw of $150,000,000, with first payment due June 2015).


In 2014, the Company repaid $210,000,000 and borrowed $150,000,000 under the Term Loan (including $150,000,000 repayment and borrowing in amending the Credit Facility), for a net repayment of $60,000,000. At December 31, 2014 and 2013, outstanding borrowings under the Credit Facility were $150,000,000 and $210,000,000 (all Term Loan borrowings). At December 31, 2014 and 2013, outstanding letters of credit amounted to $1,152,000 and $887,000. As of December 31, 2014, the Company had availability for borrowing up to an additional $98,848,000, including up to an additional $48,848,000 in letters of credit, under the revolving Credit Facility, and $50,000,000 under the delayed draw term loan provision described above. As further discussed below, the Company repaid $95,000,000 of Term Loan borrowings with proceeds from the add-on offering of 2019 Senior Notes in the first quarter 2013, and borrowed $250,000,000 under the then existing Term Loan to fund the redemption of the 2016 Senior Notes in the second quarter 2013. In 2013, the Company also repaid an additional $40,000,000 of Term Loan borrowings. In 2012, the Company repaid $50,000,000 of Credit Facility borrowings, including Term Loan borrowings of $40,000,000.


Interest is based, at the Company’s option, upon the Eurodollar Rate plus 1.25% to 2.00% or a base rate defined as the higher of Bank of America’s prime rate, the Federal Funds Rate plus 0.5% or the Eurodollar Rate plus 1%, plus 0.25% to 1.00%. The 2014 Credit Facility also contains a commitment fee ranging from 0.25% to 0.40% of unused amounts available for borrowing. The interest rate margins on borrowings and the commitment fee are adjustable periodically based upon certain consolidated total leverage ratios. The 2014 Credit Facility contains a number of affirmative and negative financial covenants, including requirements that the Company maintain certain consolidated total leverage ratios and consolidated interest coverage ratios. Also, negative covenant restrictions, indebtedness guarantees and security pledges are generally the same as prior to amendment and are more fully described inOther General Terms and Conditions” below.


2013 Amendment of Bank Credit Facility The Company amended its Credit Facility in February 2013 in connection with issuing additional 2019 Senior Notes and redeeming the 2016 Senior Notes as further discussed below. Prior to 2014 amendment, interest was based, at the Company’s option, upon LIBOR plus 1.25% to 2.00% or Bank of America’s base rate plus 0.25% to 1.00% and the commitment fee ranged from 0.25% to 0.40% of unused amounts available for borrowing. The 2013 Credit Facility required that the Company maintain certain ratios of funded debt to earnings before interest, taxes, depreciation and amortization (EBITDA) and EBIT to interest expense.


2019 Senior Notes, including 2013 Add-on Offering – The Company plans to fully redeem its 6.75% Senior Notes due 2019 (the 2019 Senior Notes) in March 2015, which presently includes a redemption premium of 103.375% of par (see Note 14). The 2019 Senior Notes consist of aggregate principal of $150,000,000 issued at par in 2011 and $100,000,000 issued at 105% of par in an add-on offering in January 2013, with interest payments due semi-annually on February 1 and August 1, scheduled to mature in February 2019, and governed by the same indenture. All notes were initially issued in private placement offerings and subsequently exchanged for substantially identical notes registered under the Securities Act in 2011 and second quarter 2013. Net offering proceeds from the original issuance, along with new Term Loan borrowings of $150,000,000 under the Credit Facility and cash on hand, were used to redeem and retire all tendered then outstanding senior subordinated notes. Net proceeds from the 2013 add-on offering were used to repay $95,000,000 of Credit Facility borrowings, representing all facility borrowings then outstanding, with the remainder used for general corporate purposes. As of December 31, 2014 and 2013, the 2019 Senior Notes carrying value of $253,372,000 and $254,197,000 includes unamortized issuance premium of $3,372,000 and $4,197,000. The Indenture governing the 2019 Senior Notes permits dividend payments each year of up to approximately $0.48 per share of common stock, increasable subject to meeting certain financial covenants.


2013 Early Redemption of 2016 Senior Notes – Effective June 1, 2013, the Company redeemed all outstanding 8.75% Senior Notes due 2016 (the 2016 Senior Notes) in aggregate principal amount of $275,000,000 at 104.375% of par plus accrued interest. The 2016 Senior Notes were scheduled to mature in June 2016, were issued at 96.8% of par, with interest payments due June 1 and December 1, and had unamortized issuance discount of $4,242,000 at December 31, 2013. The Company used Term Loan borrowings of $250,000,000 and cash on hand of $37,081,000 to fund the redemption, including redemption premium and transaction costs. The 2013 loss on early debt redemption and refinancing represents a charge to earnings of $18,467,000, before income taxes of approximately $6.8 million, for associated redemption premium, unamortized net deferred loan costs and issuance discount, and transaction costs.


Other Notes Payable – At December 31, 2014 and 2013, long-term debt includes a non-interest bearing debt obligation, payable in 60 monthly installments of $125,000, associated with the Company's acquisition of KyS. As of December 31, 2014 and 2013, the obligation’s carrying value of $1,445,000 and $2,792,000 reflects discounts of $55,000 and $208,000, respectively, based on an effective interest rate of 7%.


Other General Terms and Conditions – The 2014 Credit Facility and 2019 Senior Notes contain specific requirements and restrictive financial covenants and limitations on capital expenditures, speedway or other acquisitions, dividends, repurchase or issuance of SMI securities, restricted payments, equity and debt security repurchases, limitations or prohibitions on incurring other indebtedness, liens or pledging assets to third parties, consolidation, mergers, transactions with affiliates, guarantees, asset sales, specific types of investments, distributions, redemptions and disposition of property, and entering into new lines of business. The 2014 Credit Facility and 2019 Senior Notes Indenture also contain cross-default provisions. The Company was in compliance with all applicable covenants under these debt agreements as of December 31, 2014.


Subsidiary Guarantees Amounts outstanding under the 2014 Credit Facility and 2019 Senior Notes are guaranteed by all of SMI’s material operative subsidiaries except for Oil-Chem and its subsidiaries (which are presently non-material). These guarantees are full and unconditional and joint and several, with the 2019 Senior Notes on a senior unsecured basis. The parent company has no independent assets or operations. There are no restrictions on the subsidiaries’ ability to pay dividends or advance funds to the parent company.


Interest Expense, Net – Interest expense, interest income and capitalized interest costs are summarized as follows (in thousands): 


   

2014

   

2013

   

2012

 

Gross interest costs

  $ 22,092     $ 32,408     $ 42,155  

Less capitalized interest costs

    (321

)

    (168

)

    (574

)

Interest expense

    21,771       32,240       41,581  

Interest income

    (534

)

    (369

)

    (364

)

Interest expense, net

  $ 21,237     $ 31,871     $ 41,217  

Weighted average interest rate on borrowings under bank Credit Facility

    2.1

%

    2.2

%

    2.7

%


Note 7 - Capital Structure, Per Share Data and Other Equity Information
Stockholders Equity And Earnings Per Share [Text Block]

7. CAPITAL STRUCTURE, PER SHARE DATA AND OTHER EQUITY INFORMATION


Preferred Stock – At December 31, 2014, SMI has authorized 3,000,000 shares of preferred stock with a par value of $.10 per share. Shares of preferred stock may be issued in one or more series with rights and restrictions as may be determined by the Company’s Board of Directors. No preferred shares were issued or outstanding at December 31, 2014 or 2013.


Per Share Data – The following schedule reconciles basic and diluted earnings or loss per share from continuing operations (where computations are anti-dilutive, reported basic and diluted per share amounts are the same) (in thousands except per share amounts):


   

2014

   

2013

   

2012

 

Income (loss) from continuing operations applicable to common stockholders and assumed conversions

  $ 25,404     $ (6,212

)

  $ 41,793  

Weighted average common shares outstanding

    41,377       41,405       41,431  

Dilution effect of assumed conversions, common stock equivalents – stock awards

    23       18       6  

Weighted average common shares outstanding and assumed conversions

    41,400       41,423       41,437  
                         

Basic earnings (loss) per share

  $ 0.61     $ (0.15

)

  $ 1.01  

Diluted earnings (loss) per share

  $ 0.61     $ (0.15

)

  $ 1.01  

Anti-dilutive common stock equivalents excluded in computing diluted earnings or loss per share

    531       794       1,057  

Declaration of Cash Dividends – The Company’s Board of Directors approved aggregate dividends on common stock as follows (in thousands except per share amounts):


   

2014

   

2013

   

2012

 

Cash dividends paid

  $ 24,860     $ 24,875     $ 24,883  

Dividends per common share

  $ 0.60     $ 0.60     $ 0.60  

Quarterly dividends were declared in each period and all declaration, record and payment dates were in the same fiscal periods. See Note 6 for annual limitations on dividend payments under the Company’s debt agreements. On February 11, 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.15 per share of common stock aggregating approximately $6.2 million payable on March 13, 2015 to shareholders of record as of March 2, 2015. These quarterly cash dividends are being paid using available cash and cash equivalents on hand.


Stock Repurchase Program – The Company’s Board of Directors has approved a stock repurchase program authorizing SMI to repurchase up to an aggregate of 5,000,000 shares (increased from 4,000,000 shares with Board of Director approval on February 12, 2014) of the Company’s outstanding common stock from time to time, depending on market conditions, share price, applicable limitations under the Company’s debt agreements (see Note 6), and other factors the Board of Directors or its designees, in their sole discretion, may consider relevant. The purchases can be in the open market or private transactions. The stock repurchase program is presently funded using available cash and cash equivalents and may be suspended or discontinued at any time.


The Company repurchased 172,000, 126,000 and 124,000 shares of common stock for $3,236,000 in 2014, $2,291,000 in 2013 and $2,039,000 in 2012, respectively. As of December 31, 2014, the Company could repurchase up to an additional 946,000 shares under authorization then in effect. In 2014 and 2013, the Company repurchased approximately 45,000 and 43,000 shares of common stock for $931,000 and $791,000 from management employees to settle income taxes on 119,000 and 109,000 restricted shares that vested during the period, respectively. As of and through December 31, 2014 and 2013, treasury stock includes 162,000 and 117,000 shares of common stock delivered to the Company for such purposes.


Note 8 - Income Taxes
Income Tax Disclosure [Text Block]

8. INCOME TAXES


Components of the provision for income taxes are as follows (in thousands):


   

2014

   

2013

   

2012

 

Current:

                       

Federal

  $ 232     $ 9,756     $ (2,247

)

State

    (108

)

    227       (47

)

      124       9,983       (2,294

)

Deferred:

                       

Federal

    16,455       (42,015

)

    24,521  

State

    (757

)

    (10,319

)

    (335

)

      15,698       (52,334

)

    24,186  

Total

  $ 15,822     $ (42,351

)

  $ 21,892  

The reconciliation of statutory federal and effective income tax rates is as follows:


   

2014

   

2013

   

2012

 

Statutory federal tax rate

    35.0

%

    35.0

%

    35.0

%

State and local income taxes, net of federal income tax effect

    (0.1

)

    8.7       (0.2

)

Non-deductible impairment of goodwill

 

 

      (59.6

)

 

 

 

Change in valuation allowances, primarily related to losses on equity investees

    (5.5

)

    101.6       (0.1

)

Change in uncertain tax positions, including income tax liabilities for settlements with taxing authorities

    (1.2

)

    (0.1

)

    0.1  

Change in deferred tax assets

    9.2          

 

 

Other, net

    1.0       1.6       (0.4

)

Total

    38.4

%

    87.2

%

    34.4

%


Tax effects of temporary differences resulting in deferred income taxes are as follows (in thousands):


   

2014

   

2013

 

Deferred tax liabilities:

               

Property and equipment

  $ 248,140     $ 256,966  

Goodwill and other intangible assets

    146,829       143,245  

Expenses deducted for tax purposes and other

    3,699       3,581  

Subtotal

    398,668       403,792  

Deferred tax assets:

               

Income previously recognized for tax purposes

    (11,874

)

    (14,618

)

Stock option and other deferred compensation expense

    (5,066

)

    (4,389

)

PSL and other deferred income recognized for tax purposes

    (1,502

)

    (1,683

)

State and federal net operating loss carryforwards

    (33,832

)

    (3,945

)

Basis difference for equity investment and subsidiary

    (10,931

)

    (61,450

)

Subtotal

    (63,205

)

    (86,085

)

Less: Valuation allowance

    12,654       14,868  

Net deferred tax assets

    (50,551

)

    (71,217

)

Total net deferred tax liabilities

    348,117       332,575  

Net current deferred tax assets

    23,786       49,181  

Net non-current deferred tax liabilities

  $ 371,903     $ 381,756  

Anticipated Income Tax Benefit From Equity Interest Abandonment (Note 2) – On January 31, 2014, the Company abandoned its interest and rights in Motorsports Authentics (its 50% owned merchandising equity investment joint venture) to focus management resources in areas that may be profitable and more productive. As further described in Note 2, the Company’s carrying value of the investment was reduced to $0 through sizable impairment charges prior to 2010 and MA’s historical operating results. The Company recognized no concurrent tax benefits as valuation allowances were provided against associated deferred tax assets. As a result of abandonment, the Company intends to recognize tax losses that will be reported on its 2014 income tax returns. Management believes there is or will be sufficient taxable income in carryback or carryforward periods under tax law to fully utilize these tax losses. As such, the Company recognized a material income tax benefit of $49.3 million at December 31, 2013 for the reversal of previously recorded valuation allowances under applicable accounting guidance.


The Company believes it is more likely than not that its filing position would be sustained based on its technical merits upon examination with taxing authorities that have full knowledge of all relevant information. The Company reached this conclusion based on the use of outside legal counsel and other tax consultants and the potential to utilize tax losses. Under applicable accounting guidance, tax positions are measured at the largest amount of benefit that is greater than 50 percent likely (or more-likely-than not) of being ultimately realized. As such, the full anticipated tax benefit was recognized because the Company believes that partial sustaining of its tax position by taxing authorities would be an unlikely outcome given the nature of the position. The Company believes it will fully utilize the associated tax losses. Should the Company’s tax position not be fully sustained if examined, a valuation allowance would be required to reduce or eliminate the associated deferred tax assets and material acceleration of income taxes then currently payable could occur. Any differences between the final tax outcome and amounts recorded would affect the Company’s income tax provision in the period in which such determination was made.


Effective Tax Rate Comparison for 2012 through 2014 – The Company’s effective income tax rate for 2014 was 38.4%, for 2013 was 87.2% and for 2012 was 34.4%. The 2014 tax rate reflects income tax expense of $2,305,000 associated with a recovery settlement further described in Note 1 - Discontinued Oil and Gas Activities, which was offset by the positive impact of net decreases in uncertain tax position liabilities of prior years and lower effective state income tax rates. The higher 2013 tax rate results primarily from the tax benefit related to the equity interest abandonment discussed above, which was partially offset by a goodwill impairment charge for which a significant portion had no tax benefit as further discussed in Note 2. The 2013 rate also reflects tax benefits of $5,547,000 resulting from certain state income tax law changes and strategic state tax restructuring. Excluding those items, the 2013 effective income tax rate would have been 36.8%. The Company’s 2014 consolidated financial statements reflect a reduction of accrued interest and penalties for estimated income tax liabilities, which decreased income tax expense and deferred income taxes, of approximately $397,000. Although various previous reporting periods were over accrued, the Company believes the impact was not material to prior or current periods. In 2014, current income taxes payable were reduced by approximately $20.0 million through utilization of current deferred income tax assets described above.


At December 31, 2014, the Company has approximately $71,900,000 of federal net operating loss carryforwards expiring in 2026 through 2034, and $247,176,000 of state net operating loss carryforwards expiring in 2014 through 2034. At December 31, 2014 and 2013, valuation allowances of $12,654,000 and $14,868,000 have been provided against deferred tax assets because management has determined that ultimate realization is not more likely than not for certain deferred tax assets and state net operating loss carryforwards. The valuation allowances for deferred tax assets decreased by $2,214,000 in 2014, $51,035,000 in 2013 and $396,000 in 2012, and were $65,903,000 at December 31, 2012 and $66,299,000 at December 31, 2011.


Accounting for Uncertainty in Income Taxes – Income tax liabilities for unrecognized tax benefits approximate $885,000 and $1,004,000 as of December 31, 2014 and 2013, respectively, and are included in other noncurrent liabilities, all of which would favorably impact the Company’s effective tax rate if recognized. Interest and penalties recognized on uncertain tax positions amounted to $8,000 in 2014, $73,000 in 2013 and $74,000 in 2012, and $524,000 was derecognized in 2014. As of December 31, 2014 and 2013, the Company had $328,000 and $884,000 accrued for the payment of interest and penalties on uncertain tax positions, which is included in other noncurrent liabilities. As of December 31, 2014, management believes $386,000 of unrecognized tax benefits will be recognized within the next twelve months. The tax years that remain open to examination include 2006 through 2014 by the California Franchise Tax Board, and 2011 through 2014 by all other taxing jurisdictions to which the Company is subject. The Kentucky Department of Revenue has completed examining the Company’s 2009, 2010, 2011 and 2012 state tax returns with no material adjustments.


A reconciliation of the change in the total unrecognized tax benefits and other information for the three years ended December 31, 2014 is as follows (in thousands):


   

2014

   

2013

   

2012

 

Beginning of period

  $ 1,004     $ 1,004     $ 1,004  

Increases (decreases) for tax positions of current year

 

 

   

 

   

 

 

Increases for tax positions of prior years

 

 

   

 

   

 

 

Decreases for tax positions of prior years

    (119

)

 

 

   

 

 

Reductions for lapse of applicable statute of limitations

 

 

   

 

   

 

 

Increases (decreases) for settlements with taxing authorities

 

 

   

 

   

 

 

End of period

  $ 885     $ 1,004     $ 1,004  

Note 11 - Stock Compensation Plans
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

11. STOCK COMPENSATION PLANS


2013 Stock Incentive Plan –The 2013 Stock Incentive Plan (the 2013 Plan) allows the Company, among other things, to provide equity-based incentives to, and continue to attract and retain, key employees, directors and other individuals providing services to the Company. Awards under the 2013 Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights (SARs), restricted stock, restricted stock units or stock awards. To date, the Company has awarded restricted stock and restricted stock units under the 2013 Plan.


The 2013 Plan is administered by the Compensation Committee of the Board of Directors who has full authority to determine recipients, types, purchase prices, and amounts of awards granted and amend the terms, restrictions and conditions of awards. Factors considered, among others, include achievement of financial, business and performance objectives, the occurrence of specific events, time periods of continued service or other time-based restrictions. Under the 2013 Plan, 3,500,000 shares of SMI’s common stock are reserved for issuance, subject to various restrictions and adjustments including the following: (i) if shares subject to award under the 2013 Plan are forfeited, or the award otherwise terminates or is canceled for any reason without the issuance of such shares, those shares will be available for future awards; (ii) no individual may be granted options or SARs aggregating more than 300,000 shares of common stock during any calendar year; (iii) in the case of awards other than options or SARs that are intended to be “performance-based compensation”, no individual may be granted an aggregate of more than 100,000 shares of common stock during any calendar year; and (iv) with respect to any cash-based stock award that is intended to be a performance award, the maximum cash payment that may be paid during any one calendar year to an individual is $10,000,000. Exercise prices for awarded stock options generally may not be less than the fair or trading value of the Company’s common stock at, and exercise periods may not exceed ten years from, the option grant date. At December 31, 2014, approximately 3,355,000 shares were available for future grant.


All restricted stock and restricted stock units issued to date vest in equal installments over three years. Once applicable restrictions lapse or have been satisfied, restricted stock units may be payable in cash, shares of common stock or a combination, as specified in the award agreement. Awards of restricted stock or restricted stock units are generally subject to forfeiture and restrictions on transferability until vested. If restricted stock and restricted stock unit award recipients cease to perform services for the Company, all shares of common stock and restricted stock units still subject to restrictions generally will be forfeited unless waived by the Compensation Committee. Recipients of restricted stock generally will have certain rights and privileges of a stockholder, including the right to vote such shares and receive dividends, if any. Recipients of restricted stock units generally will not have the rights and privileges of a stockholder, except they may be entitled to receive dividend equivalents, if so specified in the award agreements and dividends are declared.


Under the Company’s performance-based Incentive Compensation Plan, the Compensation Committee of the Company’s Board of Directors approved grants of 35,000 shares of restricted stock to the Company’s Vice Chairman and Chief Financial Officer and 35,000 restricted stock units to the Company’s Chief Executive Officer (former Chief Operating Officer) and President in 2014. Both grants are under the 2013 Plan, are to be settled in shares of common stock, vest in equal installments over three years and are subject to reaching certain defined full year earnings targets established at the beginning of each year by the Compensation Committee. In 2014, 27,144 shares of both restricted stock and restricted stock units vested, and 3,500 of both shares and units were forfeited in accordance with the terms of the Incentive Compensation Plan. Grants in 2013 were awarded under the now terminated 2004 Plan as described below. Forfeitures in any given year result from differences between the Company’s actual results for the previous year as compared to the defined full year earnings target. Once the vesting period expires, common stock is issued in settlement of the restricted stock units and all vested shares are no longer subject to forfeiture or restrictions on transferability. As of December 31, 2014, 63,778 restricted stock shares and 63,778 restricted stock units were outstanding under the Incentive Compensation Plan.


In 2014, the Company also granted to non-executive management employees 75,300 shares of restricted stock that vest in equal installments over three years, and repurchased 18,917 shares of common stock from such employees for $408,000 related to settlement of income taxes on 64,702 shares that vested under the 2004 Plan. In 2014, the Company also repurchased 26,058 shares of common stock for $523,000 from executive management employees to settle income taxes on 54,288 shares that vested under the Incentive Compensation Plan. Repurchases of common stock related to settlement of income taxes upon restricted stock vesting are reflected as financing activities in the statement of cash flows.


2008 Formula Restricted Stock Plan – The 2008 Formula Restricted Stock Plan (the 2008 Formula Plan) is intended to promote the interests of the Company and its stockholders by providing non-employee directors with Company ownership interests to more closely align their interests with Company stockholders and to enhance the Company’s ability to attract and retain highly qualified non-employee directors. The 2008 Formula Plan is intended to constitute a “formula plan” within the meaning of SEC Rule 16b-3 of the Exchange Act. Approval of the 2008 Formula Plan, and termination of the Formula Stock Option Plan, did not adversely affect the rights of any outstanding stock options previously granted under the Formula Stock Option Plan. The 2008 Formula Plan is administered by the Board of Directors, excluding non-employee directors, and expires by its terms in February 2018. The Board of Directors, excluding non-employee directors, may amend, suspend or terminate the 2008 Formula Plan in whole or in part, provided that no such amendment, suspension or termination adversely affects previously granted awards without the consent of the award recipient. Any such amendment, suspension or termination may be subject to stockholder approval.


Under the 2008 Formula Plan, 250,000 shares of SMI’s common stock are reserved for issuance and awards are in the form of restricted stock. On the first business day following each annual meeting, each standing non-employee director receives a grant of restricted stock consisting of the number of shares equaling $75,000 divided by the average closing sale price for the twenty days immediately preceding the grant date, rounded up to the nearest whole share. Grants of restricted stock fully vest on the earlier of (i) the first grant date anniversary or (ii) the day before the Company’s next annual meeting following the grant date. Vesting is subject to continued service as a director through scheduled vesting dates. In 2014, restricted stock awards granted to non-employee directors totaled 16,112 and 16,668 restricted stock awards vested during the year. Of the 16,112 awards granted in 2014, 4,028 were subsequently forfeited. All restricted stock awards were granted and vested in accordance with plan provisions. At December 31, 2014, approximately 145,000 shares are available for future grant.


2004 Stock Incentive Plan, Amended and Restated as of February 10, 2009 The 2004 Stock Incentive Plan (the 2004 Plan), which provided equity-based incentives for attracting and retaining key employees, directors and others providing services to the Company, terminated by its terms in February 2014. No awards were granted under this plan in 2014, and previously granted awards under the 2004 Plan consisted of incentive stock options, non-statutory stock options, restricted stock units or restricted stock. Restricted stock and restricted stock unit awards granted in prior years under the Company’s performance-based Incentive Compensation Plan described above were subject to reaching certain defined full year earnings targets established at the beginning of each year by the Compensation Committee. Forfeitures in any given year result from differences between the Company’s actual results for the previous year as compared to the defined full year earnings target. All stock options granted under the 2004 Plan had an exercise price equal to the market value of the underlying common stock at grant date, expire ten years from grant date and vested immediately or in equal installments over three years, and restricted stock and restricted stock units vest three years from grant date or in equal installments over three years. Once applicable restrictions lapse or have been satisfied, restricted stock units may be payable in cash, shares of common stock or a combination, as specified in the award agreement. Termination of the 2004 Plan did not adversely affect rights under any outstanding awards previously granted under the plan.


1994 Stock Option Plan – The 1994 Stock Option Plan (the 1994 Plan) expired by its terms on December 21, 2004 and no further options can be granted under that plan. The exercise price of all stock options granted under the 1994 Plan was the fair or trading value of the Company’s common stock at grant date and all stock options granted expired ten years from grant date. All options granted under the 1994 Plan have now expired.


Formula Stock Option Plan for Directors – The Formula Stock Option Plan was suspended in December 2007 and terminated in February 2008, and the 2008 Formula Plan described above was approved by stockholders at the 2008 Annual Meeting. Prior to plan suspension and termination, before February 1 each year, individual outside directors were awarded an option to purchase 10,000 shares of common stock at an exercise price equal to the average fair market value per share for the ten-day period prior to award. Termination of the Formula Stock Option Plan did not adversely affect rights under any outstanding stock options previously granted. All options granted under this plan generally vested in six months, and expired ten years, from grant date.


Employee Stock Purchase Plan – The SMI Employee Stock Purchase Plan (the ESPP) is intended to provide employees the opportunity to acquire stock ownership in the Company. The authorized number of shares of common stock issuable under the ESPP is 800,000. At December 31, 2014, approximately 439,000 shares are available for future grant. Prior to each January 1, the Compensation Committee of the Board of Directors determines whether participating eligible employees will be granted the right to purchase shares of common stock for the upcoming calendar year and the number of shares available for purchase. All employee grants contain the same number of shares and grant date. No participant can be granted the right to purchase more than 500 shares in any calendar year. The stock purchase price is 90% of the lesser of fair market value at grant date or exercise date. Unexercised grants expire at each calendar year end. No shares were granted to employees under the ESPP for calendar years 2014, 2013 or 2012.


Share-Based Payment – The Company follows applicable authoritative guidance which generally requires recognizing compensation cost for the estimated grant-date fair value of stock options and other equity-based compensation over the requisite service period, and applies to all awards granted, modified, vesting, repurchased or cancelled after January 1, 2006. The Company generally records share-based compensation cost for stock option, restricted stock and restricted stock unit awards on either the accelerated method using a graded vesting schedule or the straight-line method over the requisite service period, depending on the vesting schedule of the awards. The Company’s practice has been to issue new shares upon option exercise; however, repurchases of shares in the open market are permitted.


Share-based compensation cost totaled $2,610,000 in 2014, $2,224,000 in 2013 and $1,936,000 in 2012, before income taxes of $1,002,000, $818,000 and $666,000, respectively, and is included in general and administrative expense. For 2014, compensation cost excludes associated tax benefits of $327,000 which are reflected separately in operating activities on the Consolidated Statements of Cash Flows. Similar amounts for 2013 and 2012 were insignificant. There were no capitalized share-based compensation costs at December 31, 2014 or 2013. No stock options were granted under any of the Company’s stock compensation plans in 2014, 2013 or 2012. When stock options are granted, the Company estimates the fair value of stock option grants on grant date using the Black-Scholes option-pricing model based on the following factors and assumptions. Expected volatility is based on implied volatilities from historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercises, forfeitures and employee terminations within the pricing model. Employee groups have similar historical exercise experience and are combined for valuation purposes. The expected term of granted options is estimated based on historical exercise experience and represents the time period that granted options are expected to be outstanding. Risk-free interest rates for periods within the expected life of options are based on the US Treasury yield curve in effect at the time of grant.


There were no significant changes in the characteristics of restricted stock or restricted stock units granted during 2012 through 2014 as compared to prior grants and no modifications of the terms of any share-based payment arrangements. There were no significant changes in estimates, assumptions or valuation methods used to estimate the fair value of share-based payment awards. All stock options previously granted under the 1994 Plan and the 2004 Plan have an exercise price equal to the market value of the underlying common stock at grant date, and under the Formula Stock Option Plan for Directors have an exercise price equal to the average fair market value per share for the ten-day period prior to award. The Company believes the pricing model and approach utilized to develop the underlying assumptions are appropriate for estimating the fair values of share-based awards. These fair value and other estimates are not intended to predict future events or value ultimately realizable by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of original estimates.


No stock options have been granted under the 2013 Plan. The following is a summary of stock option activity regarding the 1994 Plan, 2004 Plan and Formula Stock Option Plan for 2014 (shares and aggregate intrinsic value in thousands):


   

1994 Stock Option Plan

   

2004 Stock Incentive Plan

   

Formula Stock Option Plan

 

Stock

Options

 

Shares

   

Weighted

Average

Exercise

Price Per

Share

   

Weighted

Average

Remaining

Contractual

Term (Yrs)

   

Aggregate

Intrinsic

Value

   

Shares

   

Weighted

Average

Exercise

Price Per

Share

   

Weighted

Average

Remaining

Contractual

Term (Yrs)

   

Aggregate

Intrinsic

Value

   

Shares

   

Weighted

Average

Exercise

Price Per

Share

   

Weighted

Average

Remaining

Contractual

Term (Yrs)

   

Aggregate

Intrinsic

Value

 

Outstanding, January 1, 2014

    160     $ 36.63                       545     $ 28.96                       150     $ 35.51                  

Granted

                                                                                   

Exercised

                                (8

)

    15.83                                              

Forfeited

                                (4

)

    37.00                                              

Expired

    (160

)

    36.63                       (188

)

    37.00                       (30

)

    28.77                  

Outstanding, December 31, 2014

        $                   345     $ 24.76       3.4     $ 1,306       120     $ 37.20       1.0        

Exercisable, December 31, 2014

        $                   345     $ 24.76       3.4     $ 1,306       120     $ 37.20       1.0        

As of December 31, 2014, all stock options are vested and there was no unrecognized compensation cost related to non-vested stock options granted under any of the Company’s stock compensation plans. Outstanding and exercisable stock options with no intrinsic value as of December 31, 2014 are excluded from the aggregate intrinsic values presented above. No stock options vested in 2014 or 2013. In 2012, 101,000 stock options vested under the 2004 Plan with an aggregate intrinsic value of $128,000. In 2014, 7,500 stock options were exercised with an intrinsic value of $32,000 and 7,500 stock options with an intrinsic value of $23,000 were exercised in 2013. No stock options were exercised in 2012.


The following is a summary of non-vested restricted stock and restricted stock unit activity regarding the 2013 Plan, 2004 Plan and 2008 Formula Plan for 2014, and grant activity for 2013 and 2012 (shares and aggregate intrinsic value in thousands):


   

2013 Stock Incentive Plan

   

2004 Stock Incentive Plan

   

2008 Formula Restricted Stock Plan

 

Non-vested

Restricted Stock and

Restricted Stock Units

 

Shares

   

Weighted

Average

Grant-

date Fair

Value

Per Share