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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
951 AIKEN ROAD, OWOSSO, MICHIGAN 48867
(Address of principal executive offices) (Zip code)
(989) 725-8354
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of August 1, 2002: 48,362,953
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements required under Item 1 of Part I are set forth in
Appendix A to this Report on Form 10-Q and are herein incorporated by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors." Such risk factors include: concentration of stock ownership,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."
All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
CRITICAL ACCOUNTING POLICIES
A summary of our critical accounting policies is presented beginning on page 10
of our 2001 Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 29, 2002. There have been no material changes in our
accounting policies during fiscal 2002 except for those changes described in
"Cumulative Effect of Accounting Change for Goodwill" below.
BACKGROUND/NAME CHANGES
We are a Michigan corporation and a holding company with two active wholly owned
subsidiaries. We have no independent operations of our own, however, we provide
various administrative functions for our operating subsidiaries.
2
In order to reflect the increasing prominence of the sports and leisure segment
of our business, effective March 8, 2001 we began doing business under the
assumed name of Sports Resorts International, Inc. On March 12, 2001, we changed
our ticker symbol on the Nasdaq SmallCap Market from "COLO" to "SPRI". We
received written consent from a majority of our shareholders and legally changed
our name on April 16, 2001.
We have received approval from our Board of Directors and are in the process of
implementing name changes for both of our operating subsidiaries. We are
changing the name of our subsidiary, The Colonel's Truck Accessories, Inc.,
which operates in the truck accessories segment, to Rugged Liner, Inc. ("RL").
The name of our subsidiary, The Colonel's Brainerd International Raceway, Inc.,
which operates in the sports and entertainment segment, will become Brainerd
International Raceway & Resort, Inc. ("BIR"). All references to our subsidiaries
in this document reflect the name changes as described above.
RUGGED LINER, INC. RL manufactures and sells pickup truck bedliners and tailgate
covers through a distributor network. Truck bedliners are plastic inserts that
are placed in the rear beds of pickup trucks to protect the paint and structural
integrity of the bed. RL manufactures approximately 90 different bedliners.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. BIR operates a motor sports
facility located approximately six miles northwest of Brainerd, Minnesota.
Substantially all of BIR's revenues are obtained from motor sports racing events
at the racetrack. BIR schedules racing and other events held at the racetrack
during weekends in May through October of each year.
DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesse County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site. Final approval is subject to review by the Mount Morris
Township Planning Board. The Complex could eventually include a coliseum, domed
stadium, hotel, theme restaurant, and a combined gas station, convenience and
souvenir store, along with 130 acres of parking. To date, we have not been able
to obtain the necessary funding for this project and are currently evaluating
our options. If we cannot obtain sufficient capital to develop the complex we
will need to consider an alternative plan.
2 FOR 1 STOCK SPLIT. On July 9, 2001, our Board of Directors declared a 2 for 1
stock split payable to shareholders of record on August 9, 2001. In order to
effectuate the stock split, the Company obtained the consent of the majority
shareholders to amend the Company's articles of incorporation to increase the
number of authorized shares of common stock from 35,000,000 to 70,000,000. The
stock split was paid on September 6, 2001. All share and per share data in the
condensed financial statements in Appendix A has been restated to reflect the
split.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $4,908,000 at December 31, 2001
to $6,054,000 at June 30, 2002. This increase is primarily related to a $281,000
increase in inventory, a $699,000 increase in Federal income taxes receivable
and a $531,000 increase in other current assets offset by a $511,000 decrease in
cash. Our consolidated current liabilities increased from $3,851,000 at December
31, 2001 to $5,000,000 at June 30, 2002. This increase primarily relates to a
$896,000 increase in accounts payable and an increase in accrued expenses of
$497,000.
3
Cash decreased by $511,000 from the year end 2001 to June 30, 2002 primarily due
to cash generated in operating activities of $1,670,000 offset by capital
expenditures of $493,000, debt repayments of $549,000 and net advances to
related parties of $1,230,000.
Accounts receivable--trade increased by approximately $141,000 from $875,000 as
of December 31, 2001 to $1,016,000 at June 30, 2002, due to normal increased
sales activity associated with the second quarter, as compared to the fourth
quarter.
Federal income taxes receivable of $1,613,000 at June 30, 2002 relate to net
operating losses eligible for carryback. On March 9, 2002, the Job Creation and
Worker Assistance Act of 2002 was enacted which extended the carryback period
for net operating losses from two years to five years. Based on this new
legislation, we will carryback approximately $1,642,000 of net operating losses
for which there was a valuation allowance. In addition, we will realize the tax
benefit of certain deferred taxes for which there was a valuation allowance. The
tax benefit of the carryback and change in the valuation allowance was recorded
in the first quarter of fiscal 2002 as SFAS No. 109, "Accounting for Income
Taxes", requires the impact of new tax legislation to be recorded in the period
in which the legislation is enacted. The balance of $914,000 at December 31,
2001 represents the amount due per our Federal income tax return as filed.
Inventories increased by approximately $281,000 from $1,150,000 at December
31,2001 to $1,431,000 at June 30, 2002 primarily due to increased production of
bedliners to service higher sales volumes.
Note receivable - related party at June 30, 2002 is comprised of a note, which
is secured by a subordinated mortgage and personal guarantee from the majority
shareholder and requires monthly principal and interest payments.
Other assets -- current increased $531,000, from $600,000 at December 31, 2001
to $1,131,000 at June 30, 2002 primarily due to sanction fees associated with an
event to be held at BIR in the third quarter of 2002.
Net property, plant and equipment decreased by approximately $541,000 from
$9,798,000 at December 31, 2001 to $9,257,000 at June 30, 2002 due to fixed
asset additions of $493,000 offset by depreciation for the period of $1,006,000.
Equipment, molds, tooling and land improvements comprised additions during the
period.
LIABILITIES AND EQUITY
Accounts payable increased by approximately $896,000 from $1,269,000 at December
31, 2001 to $2,165,000 at June 30, 2002 due to sanction fees associated with an
event to be held by BIR in the third quarter 2002 and increased material
purchases to support increased production and sales volumes in the second
quarter of 2002.
Accrued expenses increased by $497,000 from $1,311, 000 at December 31, 2001 to
$1,808,000 at June 30, 2002, primarily due to advance ticket sales of $792,000
at BIR, offset by a decrease in accrued legal settlements due to the payment of
$414,000 to settle outstanding claims.
During 2001 and the first six months of 2002, we paid certain expenses on behalf
of affiliated entities controlled by Donald J. Williamson, our Chief Executive
Officer and majority shareholder. These expenses are predominately for the use
of a common payroll processing service as well as a pro rata share of general
insurance coverage. Additionally, we advanced $1,036,000 on behalf of Mr.
4
Williamson for construction costs related to a convenience store and gas station
built adjacent to our BIR facility in Brainerd, Minnesota. Construction of the
convenience store was completed in the second quarter of 2002. Later in fiscal
2002, Mr. Williamson intends to transfer the facility to us, at which time the
advances would be offset. The total amount outstanding at June 30, 2002 and
December 31, 2001 was $2,726,000 and $1,496,000 respectively, which is to be
reimbursed to us by the affiliated entities.
OUTSTANDING LOANS
We entered into a term loan in August 1999 in the amount of $403,000. This loan
is secured by a permanent grandstand addition and requires annual principal
payments of $100,675, plus 9% interest, through 2003. We also have a term loan
of $150,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate, subject to a minimum rate of 8% and a
single principal payment of $50,000 per year through 2004.
In 1995, we leased $2,689,000 of equipment under a lease agreement that includes
an option to purchase the equipment for $1.00 upon expiration of the lease term.
In 1996, we leased additional equipment in the amount of $3,744,000 structured
in the same manner. The payment amounts under the lease represent principal
payments, with interest at rates between 7.5 and 8.75 percent through October,
2003.
We believe that we will be able to satisfy our ongoing cash requirements for
operating activities for the next twelve months and thereafter with available
cash, cash flows from operations and the collection of our Federal income tax
refunds and advances and notes receivable outstanding from the majority
shareholder and related entities. Borrowing arrangements or additional public
capital will be necessary to fund the proposed sports and entertainment complex,
which we have been unable to obtain to date.
RESULTS OF OPERATIONS
Our revenues were $4,625,000 in the three months ended June 30, 2002 compared to
$3,951,000 in the same period of 2001. Revenues attributable to RL were
$4,147,000 and $3,599,000 for the quarters ended June 30, 2002 and 2001,
respectively. The $548,000 increase in RL's revenue was primarily attributable
to the addition of new distributors. BIR's revenues were $478,000 and $352,000
for the quarters ended June 30, 2002 and 2001 respectively. The $126,000
increase in BIR's revenues is primarily due to the timing of events held at the
raceway.
Revenues were $8,907,000 and $7,494,000 for the six month periods ending June
30, 2002 and 2001, respectively for the same reasons as above. Revenues for RL
were $8,399,000 and $7,098,000 for the six month periods ending June 30, 2002
and 2001, respectively, and BIR's revenues were $508,000 and $396,000 for the
same periods.
Cost of sales were $3,437,000 and $3,103,000 for the quarters ended June 30,
2002 and 2001 respectively or 74% and 79% as a percentage of revenue. Cost of
sales attributable to RL were $2,650,000 and $2,689,000 for the quarters ended
June 30, 2002 and 2001 respectively or 64% and 75% as a percentage of revenue.
The decrease in RL cost of sales is primarily attributed to efficiencies
experienced with higher production volumes as well as more favorable material
costs. Gross profit for RL was 36% of sales for the second quarter of 2002 and
25% of sales for the second quarter of 2001. Cost of sales attributable to BIR
were $787,000 and $414,000 for the quarters ended June 30, 2002 and 2001
respectively. The increase in BIR's cost of sales is primarily attributable to
the timing of events held at the raceway. Additionally, BIR has increased
amounts spent for maintenance, entertainment and promotion in an effort to
increase revenues and attendance.
5
Cost of sales for the six month periods ended June 30, 2002 and 2001 were
$6,448,000 and $5,952,000 respectively for the same reasons described above.
Cost of sales attributable to RL were $5,353,000 and $5,312,000 for the six
month periods ended June 30, 2002 and 2001, respectively or 64% and 75% as a
percentage of revenues. Cost of sales attributable to BIR for the six month
periods ended June 30, 2002 and 2001 were $1,095,000 $640,000, respectively.
Selling, general and administrative expenses were $1,270,000 and $1,058,000 for
the quarters ended June 30, 2002 and 2001 respectively, or 27% for both periods
as a percentage of revenues. Selling, general and administrative expenses
attributed to RL were $1,059,000 and $870,000 for the quarters ended June 30,
2002 and 2001 respectively. Included in RL's selling, general and administrative
expense for the second quarter of 2001 is goodwill amortization expense of
$82,000 which was discontinued in fiscal 2002 with the adoption of Statement of
Financial Accounting Standards ("SFAS") No. 142. See also "Cumulative Effect of
Accounting Change for Goodwill" below. Selling, general and administrative
expenses for BIR were $211,000 and $188,000 for the three month period ended
June 30, 2002 and 2001 respectively. BIR's selling, general and administrative
expenses included goodwill amortization of $15,000 in the second quarter of
2001.
Selling, general and administrative expenses were $2,401,000 and $2,201,000 for
the six month periods ended June 30, 2002 and 2001, respectively or 27% and 29%
as a percentage of revenues. Selling, general and administrative expenses
attributed to RL were $2,043,000 and $1,905,000 for the six month periods ended
June 30, 2002 and 2001, respectively. Included in RL's selling, general and
administrative expense for the first six months of 2001 is goodwill amortization
expense of $164,000 which was discontinued in fiscal 2002 with the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 142. See also
"Cumulative Effort of Accounting Change for Goodwill" below. Selling, general
and administrative expenses for BIR were $358,000 and $296,000 for the six month
periods ended June 30, 2002 and 2001, respectively. BIR's selling, general and
administrative expenses include goodwill amortization of $30,000 in the six
month period ended June 30, 2001.
Interest expense in the second quarter of 2002 decreased by $28,000 from the
second quarter of 2001 due to the reduction of outstanding debt. Interest
expense in the six month period ending June 30, 2002 decreased by $55,000 for
the same period in 2001 for the same reason.
Interest income was $101,000 and $221,000 for the quarters ended June 30, 2002
and 2001 respectively and $203,000 and $319,000 for the six month periods ending
June 30, 2002 and 2001 respectively. Changes in interest income are attributable
to excess cash available for investment purposes and interest earned on note
receivable-related party.
Net rental income was $69,000 and $37,000 for the quarters ended June 30, 2002
and 2001 respectively and $128,000 and $61,000 for the six month periods ending
June 30, 2002 and 2001 respectively.
In January, February and April of 2002, we made non-refundable deposits totaling
$120,000 and extended various agreements to purchase land in Mount Morris
Township, Michigan in connection with our proposed sports and entertainment
complex. The extended agreements are for periods of four to six months. Since
financing for development of the project was not in place at June 30, 2002,
these deposits have been expensed.
6
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR GOODWILL
In June 2001, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible exceeds its
fair value, an impairment loss is recognized. We engaged an independent
appraisal company who used a discounted cash flow model to determine the fair
value of our businesses for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average cost of capital
for each business. The effect of adopting this new standard resulted in a
cumulative effect of an accounting change of approximately $1,131,000 or $.02
per basic and diluted share for an impairment loss on goodwill. $1,069,000 of
the impairment loss was attributable to our truck accessories business and
$62,000 was associated with our racetrack operations. In addition, the adoption
eliminated annual amortization expense of approximately $387,000 or $.01 per
share. See Note 1 to the condensed financial statements included in Appendix A.
RISK FACTORS
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN TWO SHAREHOLDERS, WHICH ARE
ABLE TO EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST
OF ALL OF OUR SHAREHOLDERS
Donald and Patsy Williamson own approximately 98% of our issued and outstanding
shares of common stock. Accordingly, Donald and Patsy Williamson are able to
control the election of directors and all other matters which are subject to a
vote of shareholders. This concentration of ownership may have the effect of
delaying or preventing a change of control of Sports Resorts International, Inc.
even if this change of control would benefit all of the shareholders.
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operations needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the termination of our
sanction agreement with the NHRA would adversely affect the results of our
operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing,
7
distribution and other resources than we have. Our ability to compete
successfully depends on a number of factors, which are primarily outside our
control including our ability to develop and maintain effective marketing
programs, the number and location of our competitors and general market and
economic conditions.
OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.
WE MAY INCUR LIABILITY FOR PERSONAL INJURIES
Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.
OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES
There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.
OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA
Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We only sell
our truck accessories in the United States and as result we are solely dependent
on the health and vitality of the U. S. economy for our success. There can be no
assurance that production of pickup trucks will not decline in the future or
that we will be able to fully utilize our manufacturing capacity. Economic
factors adversely affecting truck sales and production and consumer spending
could adversely impact our sales and operating results.
8
OUR TRUCK ACCESSORIES BUSINESS FACES STRONG COMPETITION WHICH COULD AFFECT OUR
SALES AND PROFIT MARGINS
We compete for sales of bedliners and other truck accessories against a number
of companies. Many of these companies are larger, have greater market
recognition and substantially greater financial, technical, marketing,
distribution and other resources than we have. While product quality is an
important factor, price is also very important to our customers. We attempt to
manufacture a high quality product which is cost competitive. We have faced and
will continue to face additional competition from new entrants into our markets.
We cannot be certain that we will be able to compete successfully with existing
or new competitors.
OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS
Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
petroleum prices. We do not have any long-term supply contracts and do not use
any hedging techniques to manage the costs of plastic resin. In the event
petroleum prices increase, we may be unable to pass the increased raw material
costs on to our customers which could adversely affect our results of
operations. In addition, we attempt to control our labor costs. In the event
that the cost of labor increases and we are unable to pass such increased labor
costs to our customers, our results of operations could be adversely affected.
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
9
NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". We adopted this standard effective January 1, 2002. See
"Cumulative Effect of Accounting Change for Goodwill" above for a discussion of
the effect of adopting SFAS 142.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". The new standard requires one model of
accounting for long-lived assets to be held and used and disposed of, and
broadens the definition of discontinued operations to include a component of a
segment. SFAS 144 is effective for fiscal years beginning after December 15,
2001. Management does not believe that the adoption of SFAS 144 will have a
material effect on the Company's financial position or results of operations.
SEGMENT REPORTING
For a discussion of our business segments, see Note 11 to the condensed
financial statements included in Appendix A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under "Market Risk Disclosure" in Item 2 above.
10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In previous filings, we have disclosed that in May 2000, the landlord of a
facility formerly occupied by RL filed suit in the Superior Court for Riverside
County, California claiming that we breached our lease by failing to notify the
landlord of our intentions to sublease the facility. In May of 2002, we paid
$300,000 to settle this matter. Additionally, we are responsible for rent that
is due through 2004 and certain repairs and cost of reletting. We believe that
the resulting liability should not materially affect our financial position,
results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits Description
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99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) Reports on Form 8-K
We filed the following reports on Form 8-K during the quarter ended
June 30, 2002:
Form 8-K
Filing Date Description
----------- -----------
April 22, 2002 Change in certifying accountant
May 15, 2002 Press release dated May 15, 2002
June 18, 2002 Press release dated June 4, 2002
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPORTS RESORTS INTERNATIONAL, INC.
Dated: August 9, 2002 By: /s/ Gregory T. Strzynski
---------------------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and Principal Accounting
and Financial Officer of the Registrant)
12
APPENDIX A
A-1
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
2002 2001
(unaudited) (audited)
-------------- ----------------
ASSETS
CURRENT ASSETS:
Cash $ 720,812 $ 1,232,183
Accounts receivable:
Trade (net of allowance for doubtful accounts and cash
discounts of $672,000 and $598,000 at June 30, 2002 and
December 31, 2001 respectively) 1,015,713 874,932
Note receivable -- related party (Note 2) 142,442 136,874
Federal income taxes receivable (Note 7) 1,612,500 913,621
Inventories (Note 3) 1,431,391 1,150,173
Other 1,131,350 600,252
-------------- ----------------
Total current assets 6,054,208 4,908,035
PROPERTY, PLANT AND EQUIPMENT -- Net 9,257,246 9,798,418
(Notes 4 and 5)
OTHER ASSETS:
Note receivable -- related party (Note 2) 4,665,786 4,738,427
Goodwill (Net of accumulated amortization
of $1,819,000 at December 31, 2001) (Note 1) -- 1,130,911
Other 1,583,791 1,614,450
-------------- ----------------
Total other assets 6,249,577 7,483,788
-------------- ----------------
TOTAL ASSETS $ 21,561,031 $ 22,190,241
============== ================
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
2002 2001
(unaudited) (audited)
-------------- ----------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 5) $ 1,026,759 $ 1,270,783
Accounts payable 2,165,424 1,269,312
Accrued expenses (Note 6) 1,808,046 1,311,091
-------------- ----------------
Total current liabilities 5,000,229 3,851,186
LONG-TERM DEBT (Note 5) 303,100 608,002
LONG-TERM PORTION OF DEFERRED
COMPENSATION -- 10,400
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,362,953 shares issued
and outstanding at June 30, 2002
and December 31, 2001 483,629 483,629
Additional paid-in-capital 5,656,605 5,656,605
Net advances to related parties (Note 2) (2,726,186) (1,495,909)
Retained earnings 12,843,654 13,076,328
-------------- ----------------
Total shareholders' equity 16,257,702 17,720,653
-------------- ----------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 21,561,031 $ 22,190,241
============== ================
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ending Three Months Ending
June 30 June 30
------------------------------- ------------------------------
2002 2001 2002 2001
-------------- -------------- ------------- -------------
SALES $ 8,907,180 $ 7,494,435 $ 4,625,483 $ 3,951,253
COST OF SALES 6,448,376 5,951,640 3,436,744 3,103,357
-------------- -------------- ------------- -------------
GROSS PROFIT 2,458,804 1,542,795 1,188,739 847,896
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,400,540 2,200,564 1,270,212 1,058,416
NET (LOSS) GAIN ON DISPOSAL
OF ASSETS (4,450) 12, 435 839 208
-------------- -------------- ------------- -------------
INCOME (LOSS) FROM
OPERATIONS 53,814 (645,334) (80,634) (210,312)
OTHER INCOME (EXPENSE):
Interest expense (67,345) (122,001) (31,367) (58,881)
Interest income 202,990 318,619 100,899 220,851
Net rental income 127,784 61,139 68,809 36,837
Land options (Note 4) (120,000) -- (10,000) --
Other 2,115 6,151 371 3,744
-------------- -------------- ------------- -------------
Other income, net 145,544 263,908 128,712 202,551
INCOME (LOSS) BEFORE INCOME
TAX BENEFIT 199,358 (381,426) 48,078 (7,761)
INCOME TAX BENEFIT (Note 7) 698,879 -- -- --
-------------- -------------- ------------- -------------
INCOME (LOSS) BEFORE
ACCOUNTING CHANGE 898,237 (381,426) 48,078 (7,761)
CUMULATIVE EFFECT OF
ACCOUNTING CHANGE FOR
GOODWILL (NOTE 1) (1,130,911) -- -- --
-------------- -------------- ------------- -------------
NET (LOSS) INCOME $ (232,674) $ (381,426) $ 48,078 $ (7,761)
============== ============== ============= =============
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ending Three Months Ending
June 30 June 30
----------------------------- --------------------------------
2002 2001 2002 2001
------------- ------------ ------------- ---------------
BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE
(Note 8)
Income (loss) before accounting
change $ 0.01 $ (0.01) $ 0.00 $ 0.00
Cumulative effect of change in
accounting principle (0.02) -- -- --
------------- ------------ ------------- ---------------
Net Loss $ (0.01) $ (0.01) $ 0.00 $ 0.00
============= ============ ============= ===============
WEIGHTED AVERAGE COMMON
SHARES
Basic 48,362,953 48,355,610 48,362,953 48,355,610
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon
exercise of outstanding
stock options 90,003 -- 73,281 --
------------- ------------ ------------- ---------------
Diluted 48,452,956 48,355,610 48,436,234 48,355,610
============= ============ ============= ===============
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ending
June 30
--------------------------------
2002 2001
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (232,674) $ (381,426)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,006,195 1,188,188
Cumulative effect of accounting change (Note 1) 1,130,911 --
Loss (gain) on disposal of property and equipment 4,450 (12,435)
Changes in assets and liabilities that (used) provided cash:
Accounts receivable (140,781) (392,365)
Inventories (281,218) 241,385
Other (510,839) (576,495)
Accounts payable 896,112 (464,522)
Accrued expenses 496,955 652,537
Income taxes receivable/payable (698,879) --
-------------- -------------
Net cash provided by operating activities 1,670,232 254,867
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (492,849) (671,705)
Proceeds from disposal of property and equipment 23,376 17,491
Payments received on notes receivable-related party 67,073 82,034
-------------- -------------
Net cash used in investing activities (402,400) (572,180)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt -- (6,375)
Principal payments on obligations under capital leases (548,926) (506,989)
Net advances to related parties (1,230,277) (217,158)
Disgorgement of trading profits (Note 9) -- 208,126
-------------- -------------
Net cash used in financing activities (1,779,203) (522,396)
-------------- -------------
DECREASE IN CASH (511,371) (839,709)
-------------- -------------
CASH, BEGINNING OF PERIOD 1,232,183 2,566,036
-------------- -------------
CASH, END OF PERIOD $ 720,812 $ 1,726,327
============== =============
Continued
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ending
June 30
--------------------------------
2002 2001
-------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 110,874 $ 105,964
============== =============
Cash paid during the period for taxes $ -- $ --
============== =============
Concluded
A-7
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 BASIS OF PRESENTATION
Effective March 8, 2001 The Colonel's International, Inc. began
doing business under the assumed name of Sports Resorts
International, Inc. The Company received the written consent of its
majority shareholders to amend its articles of incorporation and
legally changed its name on April 16, 2001. The Company changed its
name to reflect the increasing prominence of the sports and leisure
segment of its business.
The Company is a Michigan corporation and a holding company with
two active wholly owned subsidiaries. The Company received approval
from its Board of Directors and is in the process of implementing
name changes for both of its operating subsidiaries. The Company is
changing the name of its subsidiary, The Colonel's Truck
Accessories, Inc., which operates in the truck accessories segment,
to Rugged Liner, Inc. ("RL"). The name of the Company's subsidiary,
The Colonel's Brainerd International Raceway, Inc., which operates
in the sports and entertainment segment, will become Brainerd
International Raceway & Resort, Inc. ("BIR"). All references to the
Company's subsidiaries reflect the name changes as described above.
These financial statements should be read in conjunction with the
audited financial statements and notes to consolidated financial
statements included in the Company's 2001 Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March
29, 2002. A summary of critical accounting policies is presented
beginning on page 10 of the Company's most recent Form 10-K. There
have been no material changes in the accounting policies followed
by the Company during fiscal year 2002 except for those changes
described in "New Accounting Pronouncements" below.
The financial information included herein is unaudited; however
such information reflects all adjustments (consisting solely of
normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the results of
operations, financial position and cash flows for the periods
presented.
Interim results of operations are not necessarily indicative of the
results expected for the full year.
All share and per share data has been restated to conform with the
2 for 1 stock split paid on September 6, 2001, as described in Note
8.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standard Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets". SFAS 142 requires
goodwill to be subject to annual impairment testing instead of
amortization. The Company adopted this standard effective January
1, 2002. If the carrying value of goodwill or an intangible exceeds
its fair value, an impairment loss is recognized. The Company
engaged an independent appraisal company who used a discounted cash
flow model to determine the fair value of the Company's business
segments for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average
cost of capital for each business segment. The effect of adopting
this new standard resulted in a cumulative effect of an accounting
change of approximately $1,131,000 or $.02
A-8
per basic and diluted share for an impairment loss on goodwill.
$1,069,000 of the impairment loss was attributable to RL and
$62,000 was associated with BIR. In addition, the adoption
eliminates annual amortization expense of approximately $387,000 or
$.01 per share.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". The new standard
requires one model of accounting for long-lived assets to be held
and used and disposed of, and broadens the definition of
discontinued operations to include a component of a segment. SFAS
144 is effective for fiscal years beginning after December 15,
2001. Management does not believe the adoption of SFAS 144 will
have a material effect on the Company's financial position or
results of operations.
RECLASSIFICATIONS -- Certain 2001 amounts have been reclassified to
conform to the 2002 presentation.
Note 2 RELATED PARTY TRANSACTIONS
Note Receivable
During the first quarter of 1999, a note receivable from South
Saginaw LLC, a company owned by Donald J. Williamson, the Company's
Chief Executive Officer and majority shareholder, of $5,200,000 was
established. The note requires monthly payments of $43,496,
including interest at 8.0%, through February 2005, at which time
the unpaid balance is due. The note is secured by a subordinated
mortgage and personal guarantee.
Net Advances to Related Parties
During 2001 and the first six months of 2002, the Company paid
certain expenses on behalf of affiliated entities controlled by
Donald J. Williamson. These expenses are predominately for the use
of a common payroll processing service as well as a pro rata share
of general insurance coverage. Additionally, the Company has
advanced $1,036,000 on behalf of Mr. Williamson for construction
costs related to a convenience store and gas station built adjacent
to BIR's facility in Brainerd, Minnesota. Construction of the
convenience store was completed in the second quarter of 2002.
Later in fiscal 2002, Mr. Williamson intends to transfer the
facility to the Company, at which time the advances would be
offset. The total amount outstanding at June 30, 2002 and December
31, 2001 was $2,726,000 and $1,496,000 respectively, which is to be
reimbursed to the Company by the affiliated entities. These
advances to related parties are recorded as a reduction to
shareholders' equity.
Note 3 INVENTORIES
Inventories are summarized as follows: June 30, December 31,
2002 2001
(unaudited) (audited)
-------------- -----------------
Finished products $ 973,057 $ 789,674
Raw materials 458,334 360,499
-------------- -----------------
Total inventories $ 1,431,391 $ 1,150,173
============== =================
A-9
Note 4 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
June 30, December 31,
2002 2001
(unaudited) (audited)
---------------- ---------------
Land and improvements $ 2,961,097 $ 2,752,540
Track 1,903,120 1,903,120
Buildings 1,827,909 1,824,484
Condominium units 466,000 466,000
Leasehold improvements 312,569 300,080
Bleachers & fencing 1,699,541 1,702,106
Equipment (including equipment under capital lease) 6,766,680 6,685,617
Transportation equipment 1,231,032 1,267,103
Furniture & fixtures 718,595 716,764
Tooling 3,478,091 3,354,852
---------------- ---------------
Total 21,364,634 20,972,666
Less accumulated depreciation (12,107,388) (11,174,248)
---------------- ---------------
Net property, plant and equipment $ 9,257,246 $ 9,798,418
================ ===============
In January, February and April of 2002, the Company made
non-refundable deposits totaling $120,000 and extended various
agreements to purchase land in Mount Morris Township, Michigan in
connection with a proposed plan to develop a sports and
entertainment complex. The extended agreements are for additional
periods of four to six months. Since financing for development of
the project was not in place at June 30, 2002, these deposits have
been expensed.
A-10
Note 5 LONG TERM DEBT
Long-term obligations consist of the following:
June 30, December 31,
2002 2001
(unaudited) (audited)
----------- -------------
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets $ 201,350 $ 201,350
Mortgage payable to a bank, interest at the bank's prime
rate plus 2%, with a floor of 8% (effective rate of 8% at
June 30, 2002 and December 31, 2001)
annual principal payments of $50,000 plus interest due quarterly,
through September 2004; secured by underlying property 150,000 150,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
7.5% and 8.75%, collateralized by the related machinery
and equipment (Note 4) 978,509 1,527,435
----------- -------------
Total 1,329,859 1,878,785
Less current portion (1,026,759) (1,270,783)
----------- -------------
Long-term $ 303,100 $ 608,002
=========== =============
Note 6 ACCRUED EXPENSES
Accrued expenses consist of the following: June 30, December 31,
2002 2001
(unaudited) (audited)
----------- -------------
Accrued legal settlements $ 360,000 $ 725,000
Accrued interest 18,841 62,368
Advance ticket sales 791,724 --
Other 637,481 523,723
----------- -------------
Total $ 1,808,046 $ 1,311,091
=========== =============
Note 7 INCOME TAXES
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002
was enacted which extends the carryback period for net operating losses
from two years to five years. Based on this new legislation, the
Company will carryback approximately $1,642,000 of net operating losses
for which there was a valuation allowance. In addition, the Company
will realize the tax benefit of certain deferred taxes for which there
was a valuation allowance. The tax benefit of the carryback and change
in the valuation allowance was recorded in the first quarter of fiscal
2002 as SFAS No. 109, "Accounting for Income Taxes", requires the
impact of new tax legislation to be recorded in the period in which the
legislation is enacted.
A-11
The Company provides for deferred income taxes under the asset and
liability method, whereby deferred income taxes result from temporary
differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in
taxable or deductible amounts in the future. Such deferred income tax
asset and liability computations are based on enacted tax laws and
rates applicable to periods in which the differences are expected to
affect taxable income. A valuation allowance is established to reduce
deferred income tax assets to the amount expected to be realized.
Note 8 EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is based upon the weighted average
number of shares outstanding. Diluted earnings per share assumes the
exercise of common stock options when dilutive.
On July 9, 2001, the Company's Board of Directors declared a 2 for 1
stock split payable to shareholders of record on August 9, 2001. In
order to effectuate the stock split, the Company obtained the consent
of the majority shareholders to amend the Company's articles of
incorporation to increase the number of authorized shares of common
stock from 35,000,000 to 70,000,000. The stock split was paid on
September 6, 2001. All share and per share data in these condensed
financial statements has been restated to reflect the stock split.
Note 9 DISGORGEMENT OF TRADING PROFITS
During the quarter ending June 30, 2001, the Company became aware that
one of its officers had engaged in trading in the stock of the Company
that was not in compliance with Section 16 of the Securities Exchange
Act of 1934. As a result, the Company sought and received the
disgorgement of profits received as result of his improper trading.
During the quarter ending June 30, 2001, the Company received $208,126,
which was credited to paid in capital. In July 2001, the Company
received $16,926, satisfying this matter in its entirety.
Note 10 CONTINGENCIES
On December 17, 1998, the Company sold substantially all of the assets
used in its bumper production operations. The sale consisted of
substantially all inventory, machinery and equipment, accounts
receivable and prepaid items. The purchaser also assumed certain
liabilities such as accounts payable and purchase commitments. In June
2000, the Company received notice of an indemnity claim by the
purchaser. In February 2002 the Company paid $114,000 to settle this
matter.
In May 2000, the landlord of a facility formerly occupied by the
Company filed suit in the Superior Court for Riverside County,
California against the Company, claiming that the Company breached its
lease by failing to notify the landlord of its intentions to sublease
the facility. In May of 2002, the Company paid $300,000 to settle this
matter. Additionally, the Company is responsible for rent that is due
through 2004 and certain repairs and costs of reletting.
As a result of the crash of an airplane owned by the Company in August
2000, claims have been made against the Company. Three claims have been
successfully settled and have been covered under the Company's
insurance policy. A fourth claim, of an undisclosed amount, has been
made by the estate of a crewmember and is in litigation. In the opinion
of Company management and outside legal counsel, who have conducted a
thorough review of case settlements and verdicts in the State of
Michigan, it is expected that all claims concerning the crash
cumulatively should fall within the $25 million per occurrence coverage
limits under the
A-12
Company's insurance policy. However, there can be no assurance that the
Company's insurance policy will be adequate to satisfy all the claims
concerning the crash.
Note 11 SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that
offer different products and services. The business units have been
divided into two reportable segments: the manufacturing and sale of
bedliners and other truck accessories ("Truck Accessories"), and
operation of a multi-purpose motor sports facility in Brainerd,
Minnesota ("Raceway").
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision-maker, or decision making
group, in deciding how to allocate resources and assessing performance.
The Company's chief operating decision-maker is its Chief Executive
Officer.
The Company evaluates performance based on stand-alone product segment
operating income. Intersegment sales and transfers, interest income and
expenses are not significant.
Financial information segregated by reportable product segment is as
follows:
Six Months Ending Three Months Ending
June 30 June 30,
(unaudited) (unaudited)
----------------------------------- -------------------------------------
2002 2001 2002 2001
---------------- ---------------- ---------------- ----------------
Sales:
Truck Accessories $ 8,399,360 $ 7,098,338 $ 4,146,928 $ 3,598,712
Raceway 507,820 396,097 478,555 352,541
---------------- ---------------- ---------------- ----------------
Total $ 8,907,180 $ 7,494,435 $ 4,625,483 $ 3,951,253
================ ================ ================ ================
Income (Loss)from Operations
Truck Accessories $ 999,052 $ (100,891) $ 438,687 $ 39,425
Raceway (945,238) (544,443) (519,321) (249,737)
---------------- ---------------- ---------------- ----------------
Total $ 53,814 $ (645,334) $ (80,634) $ (210,312)
================ ================ ================ ================
A-13
Exhibit Index
Exhibits Description
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer