Back to GetFilings.com
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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 March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number: 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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of May 1, 2003: 48,362,953
================================================================================
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 incorporated by reference
beginning on page 10 of our 2002 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 2003. There have been no
material changes in the accounting policies followed by us during fiscal 2003.
BACKGROUND
We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries.
2
We received approval from our Board of Directors and implemented name changes
for two of our operating subsidiaries. We changed 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, became 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.
RACEWAY 66, INC. ("Raceway 66") is a combined convenience store and gas station
adjacent to our BIR facility.
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.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets decreased from $4,448,000 at December 31, 2002
to $4,205,000 at March 31, 2003. This decrease is primarily related to a
$302,000 increase in trade accounts receivable offset by a $197,000 decrease in
cash and a $209,000 decrease in inventory. Our consolidated current liabilities
decreased from $4,307,000 at December 31, 2002 to $3,933,000 at March 31, 2003.
This decrease primarily relates to a $829,000 decrease in accounts payable and
increases in current debt maturities and accrued expenses of $331,000 and
$124,000, respectively.
Cash decreased by $197,000 from the year end 2002 to March 31, 2003 primarily
due to cash generated in operating activities and the proceeds of $500,000 from
borrowing under a bank note payable, offset by capital expenditures of $185,000,
debt repayments of $196,000 and the reduction of trade accounts payable of
$829,000.
Accounts receivable-trade increased by approximately $302,000 from $929,000 as
of December 31, 2002 to $1,231,000 at March 31, 2003, due to normal increased
sales activity associated with the first quarter, as compared to the fourth
quarter.
3
Federal income taxes receivable of $161,000 at March 31, 2003 and December 31,
2002 relate to net operating losses eligible for carryback.
Note receivable - related party at March 31, 2003 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. The note is
being paid in accordance with terms.
Net property, plant and equipment decreased by approximately $319,000 from
$12,338,000 at December 31, 2002 to $12,019,000 at March 31, 2003 due to fixed
asset additions of $185,000 offset by depreciation for the period of $501,000.
Tooling comprised the majority of additions during the period.
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $829,000 from $2,599,000 at December
31, 2002 to $1,769,000 at March 31, 2003 due to the payment of amounts owed with
the use of cash generated in operating activities and the proceeds of borrowing
under a bank note in the amount of $500,000.
Accrued expenses increased by $124,000 from $1,046,000 at December 31, 2002 to
$1,170,000 at March 31, 2003, primarily due to advance ticket sales of $343,000
at BIR, offset by the payment of other accrued amounts.
During the first six months of 2002, we paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson, our majority
shareholder. These expenses were predominately for the use of a common payroll
processing service as well as a pro rata share of general insurance coverage.
Additionally, we had advanced $1,036,000 on behalf of Mr. 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. Effective September 1, 2002,
Mr. Williamson transferred the facility to us, at which time the construction
advances were offset. The total amount outstanding at March 31, 2003 and
December 31, 2002 was $1,104,000 and $1,107,000 respectively, which is to be
reimbursed to us by the affiliated entities. In accordance with the
Sarbanes-Oxley Act of 2002, we discontinued making any additional advances to or
on behalf of affiliated entities effective June 30, 2002.
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 $100,000, 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.
The payment amounts under the lease represent principal payments, with interest
at rates between 8.0% and 8.5%. In 1996, we leased additional equipment in the
amount of $3,744,000 structured in the same manner.
In 2002 we entered into term loans in the amount of $595,237. These loans are
secured by transportation equipment and require monthly payments including
interest at rates approximating 8.0% through November 2007.
4
In February 2003, we entered into a note payable with a bank in the amount of
$500,000. This note is secured by a mortgage on BIR's facilities. The note is
due in October 2003 and requires monthly payments of interest at 7.5%.
We believe that we will be able to satisfy our ongoing cash requirements for
operating activities in the next twelve months and thereafter with available
cash, cash flows from operations and the collection of advances and notes
receivable outstanding from our 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 $4,388,000 in the three months ended March 31, 2003 compared
to $4,282,000 in the same period of 2002. Revenues attributable to RL were
$4,273,000 and $4,253,000 for the quarters ended March 31, 2003 and 2002,
respectively. BIR traditionally has little revenue in the first quarter, as the
racing season does not begin until May each year. BIR's revenues were $115,000
and $29,000 for the quarters ended March 31, 2003 and 2002 respectively.
Cost of sales were $3,600,000 and $3,012,000 for the quarters ended March 31,
2003 and 2002 respectively or 82% and 70% as a percentage of revenue. Cost of
sales attributable to RL were $3,205,000 and $2,703,000 for the quarters ended
March 31, 2003 and 2002 respectively or 75% and 63% as a percentage of revenue.
The increase in cost of sales is primarily attributed to less favorable material
costs. Gross profit for RL was 25% of sales for the first quarter of 2003 and
37% of sales for the first quarter of 2002. Cost of sales attributable to BIR
were $395,000 and $309,000 for the quarters ended March 31, 2003 and 2002
respectively.
Selling, general and administrative expenses were $1,013,000 and $1,130,000 for
the quarters ended March 31, 2003 and 2002 respectively, or 23% and 26% as a
percentage of revenues. Selling, general and administrative expenses attributed
to RL were $812,000 and $983,000 for the quarters ended March 31, 2003 and 2002
respectively. Selling, general and administrative expenses for BIR were $201,000
and $147,000 for the three month period ended March 31, 2003 and 2002
respectively.
Interest expense in the first quarter of 2003 decreased by $10,000 from the
first quarter of 2002 due to the reduction of outstanding debt.
Interest income was $98,000 and $102,000 for the quarters ended March 31, 2003
and 2002 respectively.
Rental income was $51,000 and $59,000 for the quarters ended March 31, 2003 and
2002 respectively.
Land development costs are comprised principally of non-refundable deposits to
extend 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 March 31, 2003 these deposits
have been expensed.
5
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.
RISK FACTORS
GENERAL
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN ONE SHAREHOLDER, WHO IS ABLE TO
EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL
OF OUR SHAREHOLDERS
Donald J. Williamson, our majority shareholder and his wife, Patsy Williamson,
own approximately 97% 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.
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.
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.
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.
6
TRUCK ACCESSORIES SEGMENT
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
natural gas feedstock 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 raw material prices increase, we may be unable to pass the increased 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.
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.
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 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.
SPORTS AND ENTERTAINMENT SEGMENT
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
7
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 loss of the national race 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, 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.
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 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 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.
8
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. The adoption of SFAS 144 did not have a material effect on the Company's
financial position or results of operations.
In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 clarifies the application
of Accounting Research Bulletin 51, "Consolidated Financial Statements", for
certain entities that do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable interest
entities within the scope of FIN 46 will be required to be consolidated by their
primary beneficiary. The primary beneficiary of a variable interest entity is
determined to be the party that absorbs a majority of the entity's expected
losses, receives a majority of its expected returns, or both. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. We are in the process of
determining what impact, if any, the adoption of the provisions of FIN 46 will
have upon our financial condition or results of operations.
CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
The Company maintains controls and procedures designed to ensure that it is able
to collect the information that is required to be disclosed in the reports it
files with the SEC, and to process, summarize and disclose this information
within the time period specified in the rules of the SEC. The Company's Chief
Executive and Chief Financial Officers are responsible for establishing,
maintaining and enhancing these procedures. They are also responsible, as
required by the rules established by the SEC, for the evaluation of the
effectiveness of these procedures.
Based on their evaluation of the Company's disclosure controls and procedures
which took place as of a date within 90 days of the filing of this report, the
Chief Executive Officer and the Chief Financial Officer believe that these
procedures are effective to ensure that the Company is able to collect, process
and disclose the information it is required to disclose in the reports it files
with the SEC within the required time period.
9
Internal Controls
The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to (1) permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) maintain accountability for
assets. Access to assets is permitted only in accordance with management's
general or specific authorization.
Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have been no
significant changes in such controls or in other factors that could have
significantly affected those controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
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.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.1 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated February 14, 2003
(filed herewith)
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 last quarter of the period
covered by this report.
Form 8-K
Filing Date Description
- ----------- -----------
March 7, 2003 Press release dated March 4, 2003
March 28, 2003 Press release dated March 28, 2003
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: May 13, 2003 By: /s/ Gregory T. Strzynski
------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and
Principal Accounting and
Financial Officer of the Registrant)
12
I, Craig B. Parr, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sports Resorts
International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a). designed such disclosure controls and
procedures to ensure that material
information relating to the registrant,
including its consolidated subsidiaries, is
made known to us by others within those
entities, particularly during the period in
which this quarterly report is being
prepared;
b). evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this quarterly report
(the "Evaluation Date"); and
c). presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on
our evaluation as of the Evaluation Date:
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function);
a). all significant deficiencies in the design
or operation of internal controls which
could adversely affect the registrants
ability to record, process, summarize and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
13
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Craig B. Parr
-----------------
Craig B. Parr
Chairman of the Board and
Chief Executive Officer
14
I, Gregory T. Strzynski, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sports Resorts
International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a). designed such disclosure controls and
procedures to ensure that material
information relating to the registrant,
including its consolidated subsidiaries, is
made known to us by others within those
entities, particularly during the period in
which this quarterly report is being
prepared;
b). evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this quarterly report
(the "Evaluation Date"); and
c). presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on
our evaluation as of the Evaluation Date:
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function);
a). all significant deficiencies in the design
or operation of internal controls which
could adversely affect the registrants
ability to record, process, summarize and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
15
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Gregory T. Strzynski
------------------------
Gregory T. Strzynski
Chief Financial Officer
16
APPENDIX A
A-1
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
(unaudited) (audited)
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 495,063 $ 692,138
Accounts receivable:
Trade (net of allowance for doubtful accounts $210,000
at March 31, 2003 and December 31, 2002) 1,231,110 929,070
Note receivable - related party (Note 2) 151,219 191,731
Federal income taxes receivable (Note 8) 160,758 160,758
Inventories (Note 3) 1,314,446 1,523,000
Other 852,439 951,725
----------- -----------
Total current assets 4,205,035 4,448,422
PROPERTY, PLANT, AND EQUIPMENT - Net 12,018,663 12,338,308
(Notes 5 and 6)
OTHER ASSETS:
Note receivable - related party (Note 2) 4,551,249 4,590,192
Other (Note 4) 1,304,124 1,307,012
----------- -----------
Total other assets 5,855,373 5,897,204
----------- -----------
TOTAL ASSETS $22,079,071 $22,683,934
=========== ===========
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 6) $ 994,092 $ 662,632
Accounts payable 1,769,360 2,598,629
Accrued expenses (Note 7) 1,169,966 1,045,579
------------ ------------
Total current liabilities 3,933,418 4,306,840
LONG-TERM DEBT (Note 6) 504,006 531,123
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,362,953 shares issued
and outstanding at March 31, 2003
and December 31, 2002 483,629 483,629
Additional paid-in-capital 5,656,605 5,656,605
Net advances to related parties (Note 2) (1,103,915) (1,107,447)
Retained earnings 12,605,328 12,813,184
------------ ------------
Total shareholders' equity 17,641,647 17,845,971
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 22,079,071 $ 22,683,934
============ ============
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
-------------------------------
2003 2002
----------- -----------
SALES $ 4,387,914 $ 4,281,697
COST OF SALES 3,600,235 3,011,632
----------- -----------
GROSS PROFIT 787,679 1,270,065
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,013,059 1,130,328
NET GAIN (LOSS) ON DISPOSAL OF ASSETS 28,009 (5,289)
----------- -----------
(LOSS) INCOME FROM OPERATIONS (197,371) 134,448
OTHER (EXPENSE) INCOME:
Interest expense (25,879) (35,978)
Interest income 97,748 102,091
Rental income 51,256 58,975
Land development costs (Note 5) (134,270) (110,000)
Other 660 1,744
----------- -----------
Other (expense) income, net (10,485) 16,832
----------- -----------
(LOSS) INCOME BEFORE INCOME TAX BENEFIT
AND CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (207,856) 151,280
INCOME TAX BENEFIT (Note 8) -- 698,879
----------- -----------
(LOSS) INCOME BEFORE ACCOUNTING CHANGE (207,856) 850,159
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE FOR GOODWILL (Note 1) -- (1,130,911)
----------- -----------
NET LOSS $ (207,856) $ (280,752)
=========== ===========
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
-------------------------------------
2003 2002
-------------- --------------
BASIC AND DILUTED
(LOSS) EARNINGS PER SHARE (Note 9)
(Loss) income before accounting change $ (0.00) $ 0.01
Cumulative effect of change in accounting principle -- (0.02)
-------------- --------------
Net Loss $ (0.00) $ (0.01)
============== ==============
WEIGHTED AVERAGE COMMON SHARES
Basic 48,362,953 48,362,953
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon exercise of outstanding
stock options -- 108,583
-------------- --------------
Diluted 48,362,953 48,471,536
============== ==============
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
-------------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (207,856) $ (280,752)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 501,413 504,449
Cumulative effect of accounting change (Note 1) -- 1,130,911
(Gain) loss on disposal of property and equipment (28,009) 5,289
Changes in assets and liabilities that (used) provided cash:
Accounts receivable (302,040) (238,630)
Inventories 208,554 (28,134)
Other 102,174 38,409
Accounts payable (829,269) 186,303
Accrued expenses 124,387 116,961
Income taxes receivable/payable -- (698,879)
----------- -----------
Net cash (used in) provided by operating activities (430,646) 735,927
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (184,889) (163,792)
Proceeds from disposal of property and equipment 31,130 11,876
Payments received on notes receivable-related party 79,455 33,202
----------- -----------
Net cash used in investing activities (74,304) (118,714)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 500,000 --
Principal payments on long-term debt (25,946) --
Principal payments on obligations under capital leases (169,711) (271,736)
Net repayment from (advances to) related parties 3,532 (495,483)
----------- -----------
Net cash provided by (used in) financing activities 307,875 (767,219)
----------- -----------
DECREASE IN CASH (197,075) (150,006)
CASH, BEGINNING OF PERIOD 692,138 1,232,183
----------- -----------
CASH, END OF PERIOD $ 495,063 $ 1,082,177
=========== ===========
Continued
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
----------------------------------
2003 2002
------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 22,079 $ 84,444
============= =============
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
The Company is a Michigan corporation and a holding company with
three active wholly owned subsidiaries. The Company received
approval from its Board of Directors and implemented name changes
for two of its operating subsidiaries. The Company has changed 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, became 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 2002 Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March
28, 2003. 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 2003.
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.
The results of operations for the three months ended March 31, 2003
are not necessarily indicative of the results expected for the full
year.
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 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
A-8
beginning after December 15, 2001. The adoption of SFAS 144 did not
have a material effect on the Company's financial position or
results of operations.
In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 clarifies the
application of Accounting Research Bulletin 51, "Consolidated
Financial Statements", for certain entities that do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties or in which equity investors do not have the
characteristics of a controlling financial interest ("variable
interest entities"). Variable interest entities within the scope of
FIN 46 will be required to be consolidated by their primary
beneficiary. The primary beneficiary of a variable interest entity
is determined to be the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected
returns, or both. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired
before February 1, 2003. The Company is in the process of
determining what impact, if any, the adoption of the provisions of
FIN 46 will have upon its financial condition or results of
operations.
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
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 being paid in accordance with terms and is secured by a
subordinated mortgage and personal guarantee.
Net Advances to Related Parties
From 1999 through the first six months of 2002, the Company paid
certain expenses on behalf of affiliated entities controlled by
Donald J. Williamson. These expenses were predominately for the use
of a common payroll processing service as well as a pro rata share
of general insurance coverage. Additionally, the Company had
advanced $1,036,000 on behalf of Mr. Williamson for construction
costs related to a convenience store and gas station being built
adjacent to BIR's facility in Brainerd, Minnesota. Construction of
the convenience store was completed in the second quarter of 2002.
Effective September 1, 2002, Mr. Williamson transferred the
facility to the Company, at which time the advances were offset.
The total amount outstanding at March 31, 2003 and December 31,
2002 was $1,104,000 and $1,107,000 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. In accordance with the Sarbanes-Oxley Act of
2002, the Company discontinued making any additional advances to or
on behalf of affiliated entities effective June 30, 2002.
A-9
Note 3 INVENTORIES
Inventories are summarized as follows:
March 31, December 31,
2003 2002
(unaudited) (audited)
--------------- -----------------
Finished products $ 867,298 $ 912,406
Raw materials 388,087 559,604
Other 59,061 50,990
--------------- -----------------
Total inventories $ 1,314,446 $ 1,523,000
=============== =================
Note 4 OTHER ASSETS, LONG-TERM
Other assets, long-term is summarized as follows:
March 31, December 31,
2003 2002
(unaudited) (audited)
--------------- -----------------
Rental property $ 75,000 $ 75,000
Land held for development 1,137,460 1,137,460
Land contract receivable 87,463 90,351
Other 4,201 4,201
--------------- -----------------
Total $ 1,304,124 $ 1,307,012
=============== =================
A-10
Note 5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
March 31, December 31,
2003 2002
(unaudited) (audited)
------------------- ------------------
Land and improvements $ 3,674,010 $ 3,679,121
Track 2,579,556 2,573,229
Buildings 3,343,853 3,343,853
Condominium units 466,000 466,000
Leasehold improvements 319,899 312,569
Bleachers & fencing 1,699,541 1,699,541
Equipment (including equipment under capital lease) 7,000,776 7,000,776
Transportation equipment 2,135,004 2,148,839
Furniture & fixtures 774,344 757,433
Tooling 3,680,069 3,495,292
------------------- ------------------
Total 25,673,052 25,476,653
Less accumulated depreciation (13,654,389) (13,138,345)
------------------- ------------------
Net property, plant and equipment $ 12,018,663 $ 12,338,308
=================== ==================
In January and February of 2003, the Company made non-refundable
deposits totaling $95,000 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 March 31, 2003, these deposits have been expensed and
included in land development costs.
A-11
Note 6 LONG TERM DEBT
Long-term obligations consist of the following:
March 31, December 31,
2003 2002
(unaudited) (audited)
------------------ ---------------
Note payable to a bank, monthly installments of interest at 7.5%
through October 2003 at which time the unpaid principal
balance is due; secured by a mortgage on related property $ 500,000 $ --
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets 100,675 100,675
Mortgage payable to a bank, interest prime plus 2%, with a floor
of 8.0% (effective rate of 8.0% at March 31, 2003 and December 31,
2002) annual principal payments of $50,000 plus interest due
quarterly, through September 2004; secured by
underlying property 100,000 100,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
8.0% and 8.5%, collateralized by the related machinery
and equipment 237,615 407,326
Terms loans, payable to finance companies, monthly installments
include interest approximating 8.0% through November 2007,
collateralized by the related transportation equipment 559,808 585,754
----------------- ---------------
Total 1,498,098 1,193,755
Less current portion (994,092) (662,632)
----------------- ---------------
Long-term $ 504,006 $ 531,123
================= ===============
Note 7 ACCRUED EXPENSES
Accrued expenses consist of the following: March 31, December 31,
2003 2002
(unaudited) (audited)
------------------ ---------------
Accrued settlements $ 270,146 $ 312,646
Accrued interest 10,916 7,116
Advance ticket sales 343,309 --
Other 545,595 725,817
------------------ ---------------
Total $ 1,169,966 $ 1,045,579
================== ===============
A-12
Note 8 INCOME TAXES
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.
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 carried back net operating losses for which there was a
valuation allowance. In addition, the Company realized 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.
Note 9 (LOSS) EARNINGS PER SHARE
Basic (loss) earnings 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.
Note 10 STOCK OPTIONS
The Company has stock-based employee compensation plans, which are
described more fully in note 14 in the Company's 2002 Annual Report.
The Company accounts for stock-based compensation consistent with
SFAS No. 123, "Accounting for Stock-Based Compensation", and, as
permitted by this standard, will continue to apply the recognition
and measurement principles of Accounting Principles Board Opinion No.
25 to its stock-based compensation awards. Since stock options are
granted at prices equal to fair market value, no compensation expense
is recognized in connection with stock options granted to employees.
The following illustrates the effect on net income (loss) and
earnings (loss) per share if the Company applied the fair value
recognition provisions of SFAS 123:
Three Months Ending
March 31
(unaudited)
------------------------
2003 2002
--------- ---------
Net loss as reported $(207,856) $(280,752)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of tax (9,014) (201,045)
--------- ---------
Pro forma net loss $(216,870) $(481,797)
========= =========
Basic and diluted loss per share:
As reported $ (0.00) $ (0.01)
Pro forma $ (0.00) $ (0.01)
The estimated fair value as of the date the options were granted
during the periods presented, using Black-Scholes option-pricing
model was as follows:
Three Months Ending
March 31
(unaudited)
-----------------------
2003 2002
-------- --------
Risk free interest rate 4.63% 5.09%
Expected life 10 years 10 years
Expected volatility 103% 102%
Dividend yield 0% 0%
Weighted average grant date
fair value $ 3.48 $ 6.04
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.
A-13
Financial information segregated by reportable product segment is as
follows:
Three Months Ending
March 31
(unaudited)
-------------------------------
2003 2002
----------- -----------
Sales:
Truck Accessories $ 4,272,820 $ 4,252,432
Raceway 115,094 29,265
----------- -----------
Total $ 4,387,914 $ 4,281,697
=========== ===========
(Loss) income from Operations
Truck Accessories $ 257,861 $ 560,365
Raceway (455,232) (425,917)
----------- -----------
Total $ (197,371) $ 134,448
=========== ===========
A-14
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Agreement between First National Bank of Deerwood and
Brainerd International Raceway & Resort, Inc. dated
February 14, 2003
EX-99.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
EX-99.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002