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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (989) 725-8354
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
- ----------------------------- ----------------------
Common Stock, $0.01 par value Nasdaq SmallCap Market
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the act). Yes [ ] No [X]
The aggregate market value of common stock held by non-affilates of the
Registrant as of June 30, 2003 was $7,997,659.
Number of shares outstanding of the registrant's Common Stock, $0.01 par value
(excluding shares of treasury stock) as of March 4, 2004: 48,368,233. The
aggregate market value of the registrant's voting stock held by non-affiliates
of the registrant based on the closing price on the Nasdaq SmallCap Market on
March 4, 2004: $7,157,083.
Documents and information incorporated by reference: None.
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PART I
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.
ITEM 1. BUSINESS
INTRODUCTION
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. Rugged
Liner, Inc. ("RL") (formerly The Colonel's Truck Accessories, Inc.), Brainerd
International Raceway & Resort, Inc., ("BIR") (formerly the Colonel's Brainerd
International Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66") are our three
operating subsidiaries. The Colonel's, Inc. ("The Colonel's") is an inactive
subsidiary, having sold all of its assets except for certain land in December
1998. Our active subsidiaries operate in two segments, truck accessories and
sports and entertainment.
NAME CHANGE. In March 2001, in order to reflect the increasing prominence of the
sports and leisure segment of our business we began doing business under the
assumed name of Sports Resorts International, Inc. and changed our ticker symbol
on the Nasdaq SmallCap Market from "COLO" to "SPRI". We changed our name on
April 16, 2001.
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, Genesee County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site. 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
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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.
RUGGED LINER, INC. ("RL")
GENERAL
RL was formed in 1995 to meet the demand in the new and used vehicle accessories
market for a high quality pickup truck bedliner. RL began to manufacture its
products in May of 1996 and began to market and distribute them during the third
quarter of 1996.
PRODUCTS
Truck bedliners are plastic inserts that are placed into the rear beds of pickup
trucks. Pickup truck owners purchase bedliners to protect the paint and
structural integrity of their truck beds. There are a number of
manufacturers/distributors of bedliners in the marketplace and their products
range in quality from very poor to excellent. Poor bedliners have bad fit and
finish, may require special drilling into the vehicle to support mounting
attachments and are of thinner gauge plastic. Excellent products do not have
these deficiencies. Other differentiating features of better products include
sidewall reinforcements, drainage channels and other features. In our opinion,
RL makes a highly competitive product.
RL manufactures approximately 90 different bedliners that are made to fit a
number of different vehicle models. RL produces both under-the-rail and
over-the-rail products.
MANUFACTURING
RL uses plastic sheet extrusion machines and rotary vacuum formers to produce
bedliners from polyethylene resin. Raw materials are maintained in large vessels
in RL's Owosso, Michigan plant. Keeping these materials inside the plant to
avoid temperature and humidity changes that affect the extrusion process and the
quality of the plastic sheet reduces variations in the quality of RL's extruded
sheets. We believe that our present sources and adequate replacement sources of
polyethylene resin are available to meet our demand. However, polyethylene resin
can be subject to significant price fluctuation.
We believe that RL is unique among all United States bedliner manufacturers
based on RL's ability to control every element of production, from raw materials
to finished product. We believe this production control makes RL's operation
highly competitive.
Total annual production capacity in the Owosso plant is estimated at over
400,000 units, assuming three shifts of operation. The facility currently runs
two shifts per day, and produced approximately 300,000 units in 2003.
DISTRIBUTION AND SALES
RL sells bedliners to a wide network of distributors and dealers across North
America. Sales are directed from RL's Owosso, Michigan facility by its sales
manager to district sales people.
MARKET
The market for bedliners is estimated at approximately 50% of the total volume
of new pickup trucks sold in the United States, both foreign and domestic, and
is estimated to be 3 million units per year. The
3
pickup truck market which constitutes a substantial percentage of all vehicles
sold, continues to grow. As this market expands, so does the auxiliary equipment
market. RL's truck accessories target this market.
COMPETITION
RL believes that there are only two other major manufacturers of drop-in
bedliners in the United States. Durakon Industries, Inc. and Penda Corporation
manufacture and sell the majority of all bedliners in the United States with RL
currently the third largest manufacturer in this market. The drop-in bedliner
industry itself is experiencing increased competition from alternative products
such as sprayed-on polyurethane truck bedliners, which are available in the
aftermarket and on a limited basis on certain original equipment manufacturers
("OEM") offerings. Additionally, certain OEM's have considered and are pursuing
the development of composite pickup truck boxes, which could eventually replace
conventional stamped-steel cargo beds.
EMPLOYEES
RL employs approximately 115 people, including approximately 110 contract
employees leased through a professional employment organization. RL's management
team includes employees with manufacturing and sales experience in this industry
sector. We believe that RL has a strong management team.
PROPERTIES
RL manufactures bedliners at its Owosso, Michigan plant, which is leased from a
company owned by Donald J. Williamson, the majority shareholder of our Company,
and his wife, Patsy Williamson. The plant has 240,000 square feet of space,
which RL believes is adequate for current operations and planned expansion. This
facility, which also houses our headquarters, is located at 951 Aiken Road,
Owosso, Michigan.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. ("BIR")
GENERAL
BIR and its predecessors have operated the Brainerd International Raceway, which
is located at 5523 Birchdale Road, Brainerd, Minnesota (the "Raceway"), since
June 1973. At the Raceway, BIR organizes and promotes various spectator events
such as road and drag races, including races for sports cars and motorcycles,
and derives a substantial portion of its revenues from ticket sales and
spectator attendance. A drag race is generally conducted between two vehicles
from a standing start over a one- quarter mile track, using sophisticated
starting and timing systems.
In addition, BIR permits the use of the Raceway by others who organize and
promote racing events and by individuals or commercial organizations that may
use the Raceway for automobile road testing or filming. The raceway operates
from May through October. Typically, racing events, whether or not organized by
BIR, are conducted over a two to four-day period, usually encompassing a
weekend.
SOURCES OF REVENUE
BIR derives its revenues from four principal sources: (1) admissions; (2)
camping fees, concession sales, and track rentals; (3) entry fees; and (4)
sponsorship and signage fees.
Tickets are available, in advance or at the gate at the time of events, through
BIR's ticket office in Brainerd, Minnesota. BIR permits overnight camping during
racing events on the Raceway grounds. Camping revenues were received by BIR for
only seven spectator events in 2003. BIR rents the Raceway
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to other organizations to conduct races, hold driving schools or to test or film
motor vehicle operations. The fee charged for such uses varies and is negotiated
in each case. Entry fees are received from race participants usually at the
start of each race event. Sponsors promote their names and products at and in
connection with the racing events. Sponsorship fees are contracted for and often
paid in whole or in part several months prior to the commencement of each racing
season.
EVENTS AND ACTIVITIES
During 2003, BIR organized and promoted several major spectator events,
including three drag races ("The BIR 5000", "The Lucas Oil Products Drag Racing
Series" and the National Hot Rod Association ("NHRA") "Lucas Oil Nationals"),
two special events ("The Show & Go" and "The Muscle Car Shoot-Out"), and two
motorcycle races (the "AMA Chevy Trucks Superbike Classic" and "The Big Race").
The BIR 5000 (formerly Thunder at the Lakes), was a four day drag racing event
for non-professional drivers held over Memorial Day weekend, May 23 through May
26, 2003. This event was sanctioned by the NHRA.
The Lucas Oil Products Drag Racing Series held on June 6 through June 8, 2003,
was a drag racing event sponsored nationally by Lucas Oil Products. The Lucas
Oil Products Series was sanctioned by the NHRA and was one of a series of five
events in the Central States Division of the NHRA. The Lucas Oil Products Drag
Racing Series was organized and promoted jointly by BIR and the NHRA, and
included both professional and amateur drivers who paid BIR an entry fee. A
similarly sponsored event has been held at the Raceway annually since 1977, with
the exception of 1984, when there was a scheduling conflict. Lucas Oil Products
is sponsoring this series through the 2005 season.
The Lucas Oil Nationals event, held August 14 through August 17, 2003, was
sponsored by Lucas Oil under an agreement with the NHRA. This event features
professional and sportsman drivers, most of whom have national reputations, and
was one of a series of drag races conducted throughout the United States under
the national sponsorship of PowerAde and the sanction of the NHRA. The four-day
event features a series of drag races in the following classes: Top Fuel
Dragster, Top Fuel Funny Car, Pro Stock, Pro Stock Motorcycle, Alcohol Drag,
Alcohol Funny, all Sportsman's categories and Muscle Sled Snowmobile Drags. The
Lucas Oil Nationals were organized jointly by BIR and promoted by the NHRA. The
NHRA sanctions the Raceway for a fixed fee, as determined in the sanction
agreement. Profits are earned primarily through the receipt of promotional fees
and ticket sales. BIR's responsibilities in this event are, among other things,
to provide the Raceway, ticket takers and security personnel, and to assist in
the management and operation of the event. The agreement with the NHRA is for
one year with three three-year extensions (10 years total). In 2002, BIR and the
NHRA extended the original agreement for a second time, through 2005. Under the
sanction agreement, BIR is not permitted to conduct any drag races at the
Raceway that are not sanctioned by the NHRA.
The Show & Go event was held on July 3 through July 6, 2003. This event featured
"street rods," "street machines," antiques and other classic cars that
participated in both a car show and drag races emphasizing a
"back-to-the-fifties" style. The drag racing portion of the event was sanctioned
by the NHRA. The Muscle Car Shoot-Out was held on September 5 through September
7, 2003. As with the Show & Go event, this event is both a car show and a drag
race. The Muscle Car Shoot-Out involves 1955 to 1974 model year vehicles.
The AMA Chevy Truck Superbike Classic, held on June 27 through June 29, 2003,
was one of a series of nine races conducted throughout the United States
pursuant to the sanction of the American Motorcyclist Association (the "AMA").
The event featured six races of motorcycles operating on the road course. The
races involved motorcycles of 250cc, 600cc, 750cc and the Harley Davidson Twin
Sport and Superbike classes.
5
In 2003, BIR added "The Big Race" a five day drag racing event for all makes and
classes of motorcycles held on July 23 through July 27, 2003.
BIR also organized and sponsored five weekend drag racing "bracket" events in
2003, primarily for non-professional drivers from Minnesota and surrounding
states. In bracket racing, each driver attempts to predict his car's
performance; whether he wins or loses a particular race will depend partially on
how much his actual time over a one-quarter mile distance exceeds his predicted
time. While spectators are encouraged to attend these drag racing events and BIR
receives revenues from ticket sales, camping fees and concessions, they are not
highly promoted.
In addition to the spectator events and the bracket races discussed above, there
are racing events conducted on approximately 20 other weekends that are
primarily for nonprofessional drivers and are often organized and sponsored by
local and regional racing clubs, some of which may be members of or affiliated
with national sanctioning organizations. While spectators attend these events,
BIR does not receive any revenues from ticket sales or engage in any significant
promotion of these events.
During 2003, two weekend events involved sports car racing and were sponsored by
the "Land O' Lakes" regional affiliate of The Sports Car Club of America (the
"SCCA"), which sanctions these events. In addition, during 2003, four motorcycle
racing events were held, each of which was sponsored by the Central Roadracing
Association; a club located in the Minneapolis/St. Paul, Minnesota area and
associated with the AMA. The Nord Stern Regional Club of the Porsche Club of
America also organized four weekend racing events in 2003 for Porsche cars. A
similar schedule has been established for 2004.
In addition to continuing to schedule the events discussed above, BIR is also
seeking to establish additional revenue producing uses for the Raceway such as
new spectator racing events such as a regional National Association of Stock Car
Auto Racing "NASCAR" road racing event and music festivals, as well as
additional advertising and sponsorship, and the rental or sale of 18 recently
completed condominium units.
SANCTIONING ORGANIZATIONS
Most racing events conducted at the Raceway, including the seven principal
spectator events held by BIR during 2003, are sanctioned by an organization
which establishes, publishes and enforces rules relating to a specific class or
type of participating vehicle. These rules generally relate to the
specifications that each class of car or other vehicle must meet to be eligible
to race, to driver conduct and to other racing matters. BIR enters into
agreements annually with the various applicable sanctioning bodies with respect
to each race it organizes and promotes. These agreements provide that the
appropriate sanctioning organization will sanction the race and provide
personnel to interpret and enforce its rules. The sanctioning bodies include the
Sports Car Club of America ("SCCA") (governing sports cars), the National Hot
Rod Association ("NHRA") (governing drag racing), and the American Motorcyclist
Association ("AMA") (governing motorcycles). In 2004, the All Harley Drag Racing
Association ("AHDRA") (governing Harley drag motorcycles), and the National
Association of Stock Car Auto Racing ("NASCAR") (governing road course racing)
will be added as sanctioning organizations.
COMPETITION
The closest comparable race track which conducts road racing events similar to
those conducted by BIR is located at Elkhart Lake, Wisconsin, which is
approximately 75 miles northwest of Milwaukee, Wisconsin, approximately 475
miles from the Raceway and approximately 350 miles from Minneapolis/St. Paul,
Minnesota. While there are drag race strips in Fargo, North Dakota, and Eau
Claire, Wisconsin, the closest drag race strips that own equipment and conduct
major drag race events comparable with that owned or conducted by BIR are
located in Indianapolis, Indiana and Chicago,
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Illinois. While other regional racetracks are not generally considered
competitive with BIR, other events in BIR's market area, such as sporting
events, festivals and concerts, may tend to attract persons who might otherwise
attend BIR's racing events. BIR does not generally consider the schedules of
other spectator events when scheduling its own events.
SEASONAL BUSINESS/WEATHER
Substantially all of BIR's revenues arise from operation of the Raceway during
the period of May through October of each year. BIR's revenues are derived
primarily from ticket sales for racing events, and adverse weather could
materially diminish the revenues that might otherwise be received by BIR. While
sports car, stock car and motorcycle races may be conducted in many different
weather conditions, spectator attendance is significantly reduced when it rains.
A drag racing event cannot be held in rain and adverse weather could require the
rescheduling of such events or the cancellation of the event and the return of
ticket sale proceeds to ticket buyers. A substantial majority of BIR's revenues
arise from drag racing events. In addition to adversely affecting attendance and
concession sales, adverse weather requires rescheduling of events, which results
in increased operating costs for the events. Bad weather was not a significant
factor in 2003.
EMPLOYEES
BIR has 10 full-time employees who are leased through a professional employment
organization. From April through October, BIR employs 10 additional full-time
grounds and track maintenance personnel. In addition, BIR engages various
independent contractors and part time help to handle matters such as public
relations, drag racing events, perimeter and grounds security, ticket sales and
ticket handling, emergency medical service, concessions and camping.
PROPERTIES
BIR owns and operates a three-mile race track, including a one-quarter mile drag
strip, located approximately six miles northwest of Brainerd, Minnesota. The
Raceway was initially constructed and first utilized for competitive racing in
1968. The site of the Raceway consists of approximately 650 acres.
The Raceway is enclosed by an eight-foot chain link fence. The site provides
full service camping facilities and parking for approximately 17,500 vehicles.
The Raceway contains several buildings, including a four-story tower containing
eleven executive viewing suites, a control tower, three enclosed racing
maintenance buildings divided into stalls for participant repairs and various
single story buildings containing concession stands, restrooms and storage and
service facilities located throughout the property. The buildings are concrete
or wood frame construction. Grandstand bleachers for approximately 27,000
spectators are primarily located along the dragstrip.
BIR's executive offices and ticket sales are located at 5523 Birchdale Road,
Brainerd, Minnesota.
RACEWAY 66, INC. ("RACEWAY 66")
Raceway 66 is a combined convenience store and gas station adjacent to our BIR
facility.
THE COLONEL'S, INC. ("THE COLONEL'S")
The Colonel's is an inactive subsidiary, holding certain real estate including
61 acres to be used in connection with the proposed sports and entertainment
complex.
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PROPERTIES
The Colonel's owns approximately 61 acres on I-75 in Mount Morris Township,
Michigan. Additionally, the Colonel's has options to purchase adjacent parcels
in Mount Morris Township, Michigan totaling approximately 215 acres.
The Colonel's owns various other properties totaling approximately 20 acres on
Clio Road located in Mount Morris Township, Michigan.
ITEM 2. PROPERTIES
We are a holding company with no independent operations. Significant properties
leased or owned through our subsidiaries are as follows:
- 951 Aiken Road, Owosso, Michigan
240,000 square foot manufacturing facility and corporate
headquarters (leased) See Item 13, "Certain Relationships and
Related Transactions" for terms
- 5523 Birchdale Road, Brainerd, Minnesota
Racetrack and supporting facilities on approximately 650 acres
(owned)
- I-75, Mount Morris Township, Michigan
61 acres (owned)
- I-75, Mount Morris Township, Michigan
Options to purchase an additional 215 acres adjacent to the
property described above
- Coldwater Road, Mount Morris Township, Michigan
20 acres (owned)
ITEM 3. LEGAL PROCEEDINGS
None
The Company from time to time is involved in litigation and various other legal
matters that arise in the ordinary course of business. We do not believe that
the ultimate resolution of these routine matters will have a material adverse
effect on our financial condition, results of operations or cash flows.
8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On November 18, 2003 the Company held its 2003 Annual Meeting of Shareholders at
its corporate offices in Owosso, Michigan. The purposes of the meeting were to
elect three Directors to the Board of Directors and to ratify the appointment of
Grant Thornton LLP as the Company's independent auditors for the current fiscal
year.
Three candidates nominated by management were elected by the shareholders to
serve as Directors of the Company with terms ending in 2006. The following sets
forth the results of the voting with respect to each candidate (there were no
broker non-votes on this matter):
Shares Voted Shares Voted Authority
Name of Candidate For Against Withheld
- ----------------- --- ------- --------
Eric Hipple 47,700,015 0 1,000
Maureen C. Cronin 47,700,015 0 1,000
Craig B. Parr 47,695,968 0 5,047
Ted M. Gans, Donald R. Gorman and Donald J. Williamson remained as Directors
with terms ending in 2004. Ronald J. Rolak remained as Director with a term
ending in 2005. Thus, the expiration dates of the Directors' current terms of
office are as follows:
Director Year Term Expires
- -------- -----------------
Maureen C. Cronin 2006
Ted M. Gans 2004
Donald R. Gorman 2004
Eric Hipple 2006
Criag B. Parr 2006
Ronald J. Rolak 2005
Donald J. Williamson 2004
The following sets forth the results of the voting with respect to the proposal
to confirm the appointment of Grant Thornton LLP as the Company's independent
auditors for the current fiscal year (there were no broker non-votes on this
proposal):
Shares Voted For 47,666,033
----------
Shares Voted Against 32,382
----------
Authority Withheld 600
----------
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our Common Stock has been traded on The Nasdaq SmallCap Market since January 2,
1996. The number of holders of record on March 4, 2004 was 239.
The table below sets forth the high and low sales prices by calendar quarter for
our Common Stock for 2003 and 2002:
2003 2002
------------------- -------------------
High Low High Low
---- --- ---- ---
January - March $ 8.21 $ 5.01 $ 7.80 $ 6.15
April - June $ 7.30 $ 3.90 $ 7.45 $ 2.71
July - September $ 6.10 $ 3.86 $ 5.23 $ 3.25
October - December $ 6.03 $ 4.40 $ 7.00 $ 3.00
During 2003 and 2002 we did not declare or pay any cash dividends on our Common
Stock. We do not anticipate declaring or paying any dividends in the foreseeable
future, rather we intend to apply earnings, if any, to the development of the
business of our subsidiaries
We made no unregistered sales of our securities in 2003.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data shown below for each of the five years in the period
ended December 31, 2003 has been derived from our consolidated financial
statements. The following data should be read in conjunction with the
consolidated financial statements and related notes thereto included in Appendix
A and "Item 7 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations."
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Operations:
Operating revenues $ 22,461,967 $ 19,370,372 $ 16,817,966 $ 21,651,407 $ 36,217,508
Net income (loss) $ 1,189,415 $ (263,144) $ (3,979,891) $ (1,875,046) $ (5,078,556)
Basic and diluted
earnings (loss) per share $ 0.02 $ (0.01) $ (0.08) $ (0.04) $ (0.11)
Financial Condition:
Current assets $ 5,100,585 $ 4,448,442 $ 4,908,035 $ 7,110,406 $ 11,839,638
Current liabilities $ 1,959,873 $ 4,306,840 $ 3,851,186 $ 3,937,688 $ 10,151,718
Total assets $ 22,497,608 $ 22,683,934 $ 22,190,241 $ 27,801,442 $ 39,884,719
Long term debt $ 791,194 $ 531,123 $ 608,002 $ 1,878,785 $ 3,073,601
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America. As such, we are
required to make certain estimates, judgments and assumptions that we believe
are reasonable based upon information available. These estimates and assumptions
affect the reported amounts of assets
10
and liabilities and the disclosures of contingent assets and liabilities at the
dates of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting periods. The significant accounting
policies which we believe are the most critical to aid in fully understanding
and evaluating our reported consolidated financial results include the
following:
REVENUE RECOGNITION - For sales of products, we recognize revenue at the time
the product is shipped and title is passed to our customers. We offer customers
a discount for prompt payment. We maintain a provision for discounts and monitor
discounts taken. For BIR, revenue is recognized when earned at the time of the
related event. Advance sales and event related revenues for future events are
deferred until earned.
ACCOUNTING FOR CERTAIN LONG - LIVED ASSETS - Our consolidated balance sheets
include significant amounts of long-lived assets. We evaluate long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. When it is probable that undiscounted future cash flows will not be
sufficient to recover an asset's carrying amount, the asset is written down to
its estimated fair value. Long-lived assets to be disposed of are reported at
the lower of carrying amount or fair value less cost to sell. Assumptions
regarding our future business outlook affect our evaluation. We continue to
review and analyze many factors that can impact our business prospects in the
future. Our analyses are subjective and are based on conditions existing at and
trends leading up to the time the assumptions are made. Actual results could
differ materially from these assumptions. Our judgments with regard to our
future business prospects could impact whether or not an impairment is deemed to
have occurred, as well as the timing of the recognition of such an impairment
charge.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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.
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BACKGROUND AND SUBSIDIARIES
We have three active subsidiaries: Rugged Liner, Inc. ("RL"), Brainerd
International Raceway & Resort, Inc. ("BIR") and Raceway 66, Inc. ("Raceway
66"). The operations of Raceway 66 are included with BIR as discussed herein.
The Colonel's Inc. ("The Colonel's") is an inactive subsidiary, having sold
substantially all of its assets except for certain land. Information about the
businesses of these subsidiaries is set forth in Item 1.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $4,448,000 at December 31, 2002
to $5,101,000 at December 31, 2003. This increase is primarily related to
increases in Federal income taxes receivable of $1,409,000 offset by decreases
in cash, accounts receivable and other current assets of $210,000, $108,000 and
$420,000, respectively. Our consolidated current liabilities decreased from
$4,307,000 at December 31, 2002 to $1,960,000 at December 2003. This decrease
primarily relates to decreases in accounts payable and accrued expenses of
$1,463,000 and $479,000, respectively.
Cash decreased by $210,000 from the year end 2002 to December 31, 2003 primarily
due to cash generated in operating activities, the receipt of $711,000 which was
previously advanced to affiliated entities, and the proceeds of $500,000 from
borrowing under a bank note payable, offset by capital expenditures of
$1,439,000.
Accounts receivable - trade decreased by approximately $108,000 from $929,000 as
of December 31, 2002 to $821,000 at December 31, 2003, due to lower sales
volumes for the month of December 2003 as compared to 2002.
Note receivable - related party at December 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.
Federal income taxes receivable of $1,570,000 and $161,000 at December 31, 2003
and 2002 respectively, relate to net operating losses eligible for carryback. We
recorded a tax benefit of approximately $1,408,000 in 2003 and for the year
ending December 31, 2003. In connection with the completion of our 2002
consolidated Federal income tax return, we elected to employ certain tax
strategies resulting in the acceleration of deductions for Federal income tax
reporting purposes and increasing the carry back of net operating losses.
Inventories remained consistent and were $1,535,000 at December 31, 2003 as
compared to $1,523,000 at December 31, 2002.
Other assets - current decreased $420,000 from $952,000 at December 31, 2002 to
$532,000 at December 31, 2003 primarily due to the use of a security deposit
towards the payoff of outstanding capital lease obligations.
Net property, plant and equipment decreased by approximately $665,000 from
$12,338,000 at December 31, 2002 to $11,673,000 at December 31, 2003 due to
fixed asset additions of $1,439,000 offset by depreciation for the period of
$1,963,000. Tooling and machinery and equipment comprised the majority of
additions during the period.
12
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $1,463,000 from $2,599,000 at
December 31, 2002 to $1,136,000 at December 2003 due to the payment of amounts
owed with the use of cash received from the repayment of amounts owed by
affiliated entities, cash generated in operating activities and the proceeds of
borrowing under a bank note in the amount of $500,000.
Accrued expenses decreased by $479,000 from $1,046,000 at December 31, 2002 to
$567,000 at December 31, 2003, primarily due to the payment of amounts provided
for with available cash.
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. Additionally, in June of 2003, we received $711,000 from
affiliated entities toward amounts previously advanced. The total amount
outstanding at December 31, 2003 and 2002 was $396,000 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 AND CONTRACTUAL COMMITMENTS
We entered into a term loan in August 1999 in the amount of $403,000. This loan
was secured by a permanent grandstand addition and required annual principal
payments of $100,675, plus 9% interest, through August 2003 at which time this
loan was paid in full. We have a term loan, which is secured by property that
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 in 2004.
In 1995, we leased $2,689,000 of equipment under a lease agreement that included
an option to purchase the equipment for $1.00 upon expiration of the lease term.
The payment amounts under the lease represented 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 May of 2003, these
capital leases were paid in full.
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.
In February 2003, we entered into a note payable with a bank in the amount of
$500,000. This note was secured by a mortgage on BIR's facilities and required
monthly payments of interest at 7.5%. In October 2003, we extended this note
with monthly principal and interest payments at 2 -1/2% above prime through
October 2008.
We lease our Owosso, Michigan facility from an affiliated entity controlled by
Donald J. and Patsy L. Williamson, our majority shareholders. We are also
responsible for all taxes, insurance and maintenance expenses related to the
facility.
Summarized below are our obligations and commitments to make future payments
under debt obligations and lease agreements as of December 31, 2003:
13
2004 2005 2006 2007 2008 2009
---- ---- ---- ---- ---- ----
Debt obligations $257,000 $220,000 $235,000 $238,000 $ 98,000 $ --
Lease agreements 610,000 610,000 607,000 605,000 604,000 550,000
-------- -------- -------- -------- -------- --------
Total $867,000 $830,000 $842,000 $843,000 $702,000 $550,000
======== ======== ======== ======== ======== ========
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.
MARKET RISK - SENSITIVE INSTRUMENTS AND POSITIONS
We do not invest in or hold derivative contracts and are not exposed to foreign
currency risk.
RESULTS OF OPERATIONS
Our revenues were $22,462,000, $19,370,000 and $16,818,000 for the years ended
December 31, 2003, 2002 and 2001 respectively. Revenues attributable to RL were
$18,470,000, $16,138,000 and $13,502,000 for the years ended December 31, 2003,
2002 and 2001 respectively. The $2,332,000 increase in RL's revenues from 2002
to 2003 was primarily attributable to the addition of new distributors. Revenues
increased by $2,636,000 from 2001 to 2002 for the same reason. BIR's revenues
were $3,992,000, $3,232,000 and $3,316,000 for the years ended December 31,
2003, 2002 and 2001 respectively. The $760,000 increase in BIR's revenues from
2002 to 2003 is primarily due to the inclusion of Raceway 66's operations, a
combined convenience store and gas station which we acquired in September of
2002 and an increase in ticket sales, sponsorship and camping revenues. Revenues
for BIR for 2002 were consistent with those of 2001.
Cost of sales were $18,657,000, $15,201,000 and $13,501,000 for the years ended
December 31, 2003, 2002, 2001 respectively or 83% for 2003, 78% for 2002 and 80%
for 2001 as a percentage of revenue. Cost of sales attributable to RL were
$13,828,000, $10,956,000 and $10,405,000 for the years ended December 31, 2003,
2002 and 2001 respectively or 75%, 68% and 77% as a percentage of revenue. The
increase in RL's cost of sales as a percentage of revenue from 2002 to 2003 is
primarily attributed to less favorable material costs, partially offset by
efficiencies experienced with higher production volumes. The decrease in RL's
cost of sales as a percentage of revenue from 2001 to 2002 is primarily
attributed to efficiencies experienced with higher production volumes as well as
more favorable material costs. Gross profit for RL was 25% of sales in 2003, 32%
of sales in 2002 and 23% of sales for 2001. Cost of sales attributable to BIR
were $4,829,000, $4,245,000 and $3,096,000 for the years ended December 31,
2003, 2002 and 2001 respectively. The increase in BIR's cost of sales from 2002
to 2003 is primarily attributable to the inclusion of Raceway 66's operations as
described above. The increase in BIR's cost of sales from 2001 to 2002 is
primarily attributable to increased amounts spent for maintenance, entertainment
and promotion in an effort to increase revenues and attendance.
Selling, general and administrative expenses were $4,288,000, $4,672,000 and
$5,606,000 in 2003, 2002 and 2001 respectively, or as a percentage of revenues,
19% for 2003, 24% for 2002 and 33% for 2001. Selling, general and administrative
expenses attributable to RL were $3,369,000, $3,849,000 and $4,749,000 for the
years ended December 31, 2003, 2002 and 2001 respectively. RL's selling, general
and administrative expenses in 2003 were relatively fixed overall and decreased
in total from 2002 due to activities associated with higher sales levels offset
by a reduction in amounts attributable to certain non-
14
recurring selling expenses, property taxes and professional fees. Included in
RL's selling, general and administrative expense for 2001 is goodwill
amortization expense of $327,000 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. Also included
in selling, general and administrative expense in 2001 are costs to effect the 2
for 1 stock split of $95,000 and the cost to register the shares of Donald J.
and Patsy Lou Williamson, our majority shareholder and his wife, of $215,000.
Selling, general and administrative expenses for BIR were $919,000, $823,000 and
$857,000 for the years ended December 31, 2003, 2002 and 2001 respectively. The
increase in selling, general and administrative expenses for BIR from 2002 to
2003 is primarily due to the inclusion of the operations of the combined
convenience store and gas station as described above. BIR's selling, general and
administrative expenses for 2001 include goodwill amortization of $60,000.
The write-down of impaired assets in the amount of $1,859,000 in 2001 relates to
18 condominium units at our BIR facility in Brainerd, Minnesota. The write-down
reflects the estimated fair value of the condominiums considering future cash
flows. See also "Cumulative Effect of Accounting Change for Goodwill" below for
a discussion of goodwill impairment in 2002.
Interest expense was $93,000, $113,000 and $204,000 for the years ending
December 31, 2003, 2002 and 2001, respectively. The decrease in interest expense
is due to the reduction of outstanding debt.
Interest income was $386,000, $409,000 and $534,000 for the years ending
December 31, 2003, 2002 and 2001 respectively. Changes in interest income are
attributable to excess cash available for investment purposes at prevailing
rates and interest earned on notes receivable-related party.
Rental income was $280,000, $244,000 and $139,000 for the years ending 2003,
2002 and 2001, respectively. The increase in rental income is mainly
attributable to the rent of a restaurant facility and condominium units
constructed at our BIR facility in 2002 and 2001, respectively.
Land development costs were $294,000, $261,000 and $222,000 for the years ending
December 31, 2003, 2002 and 2001, respectively. Land development costs are
comprised principally of professional fees and 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 December 2003 these amounts have
been expensed.
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 it
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 2 to the consolidated financial statements included in Appendix
A.
15
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 96% 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.
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.
16
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. Additionally, new and alternative
product offerings are increasingly available. While product quality is an
important factor, price and features are also very important to our customers.
We attempt to manufacture high quality, full featured products, which are cost
competitive. We have faced and will continue to face additional competition from
new entrants and alternative products into our markets. We cannot be certain
that we will be able to compete successfully with existing or new competitors or
products.
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 operation 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 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
17
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.
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. 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.
18
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The provisions
of this statement are effective for exit or disposal activities that are
initiated after December 31, 2002. The adoption of SFAS 146 did not have an
impact on our financial statements.
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 at reporting periods ending after March 15, 2004 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 note receivable - related party will have on our financial
condition or results of operations upon the adoption of the provisions of FIN
46.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". This Statement clarifies various
derivative implementation issues and is generally effective for new contracts
entered into or modified after September 30, 2003. We currently do not enter
into derivative transactions, and believe the adoption of this Statement will
have no impact on our financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". Under SFAS
150, a mandatorily redeemable financial instrument is classified as a liability
unless the redemption is required to occur only upon the liquidation or
termination of the entity and is measured at fair market value. Changes in the
fair value or redemption amount are recognized in earnings. SFAS 150 is
effective for financial instruments entered into or modified after May 31, 2003.
For financial instruments issued on or before May 31, 2003, SFAS 150 is
effective July 1, 2003. The adoption of SFAS 150 did not have an impact on our
financial statements.
In December 2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures About Pensions and Other Postretirement Benefits," ("SFAS 132")
which revises employer's disclosures about pension plans and other
postretirement benefit plans. It requires disclosures in addition to those in
the original SFAS No. 132 about the assets, obligations, cash flows and net
periodic benefit cost of defined pension plans and other defined benefit
postretirement plans. We do not offer a defined benefit pension plan or other
defined benefit postretirement plans within the scope of the revised SFAS No.
132.
SEGMENT REPORTING
For a discussion of our business segments, see Note 14 to the consolidated
financial statements included in Appendix A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under the heading "Market Risk Disclosure" in Item 7 above,
which is herein incorporated by reference.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and supplementary data required under Item 8 are set
forth in Appendix A to this Report on Form 10-K and are herein incorporated by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On April 17, 2002, Deloitte & Touche LLP notified us of its decision to resign
as our independent public accountants. Deloitte & Touche has not included, in
either of the past two years, an adverse opinion or a disclaimer of opinion, or
a qualification or modification as to uncertainty, audit scope or accounting
principles, with respect to our financial statements. During our two most recent
fiscal years ended December 31, 2001, and the subsequent interim period through
April 17, 2002, there were no disagreements between the Company and Deloitte &
Touche on any matter of accounting principles or practices, financial disclosure
or auditing scope or procedure, which disagreements, if not resolved to Deloitte
& Touche's satisfaction would have caused Deloitte & Touche to make reference to
the subject matter of the disagreement in connection with its reports. On May
10, 2002 we engaged Grant Thornton LLP as our independent public accountants for
fiscal 2002. Grant Thornton LLP was confirmed as our independent auditors for
the current fiscal year as described in Item 4 above.
ITEM 9A. 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 the end of the period covered by 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.
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.
20
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
BOARD OF DIRECTORS. Our Board of Directors currently consists of seven members
(in alphabetical order): Maureen C. Cronin, Ted M. Gans, Donald R. Gorman, Eric
Hipple, Craig B. Parr, Ronald J. Rolak, and Donald J. Williamson.
MAUREEN C. CRONIN (59). Ms. Cronin is a Director of the Company. She is an
Investment Relations Manager with Steinberg Global Asset Management, Ltd. in
Boca Raton, Florida. She has held this position since April of 2002.
Additionally, Ms. Cronin also became event coordinator for the Robert F. Kennedy
Foundation in Washington, D. C. in 2002. Previously, Ms. Cronin was an
Investment Specialist with Charles Schwab & Company in West Palm Beach, Florida
from 1995 to 2000. From 1994 to 1995, she served as Vice President of Ted
Williams Family Enterprises in Citrus Hills, Florida. From 1991 to 1994, she
served as a Financial Consultant and Broker with Salomon Smith Barney/Dean
Witter, in Boston, Massachusetts. Ms. Cronin serves as the Chairperson of the
Audit Committee. Ms. Cronin has served as a Director since September 2000. Her
current term as a Director expires in 2006.
TED M. GANS (69). Mr. Gans is a Director of the Company and a Director of Rugged
Liner, Inc. Mr. Gans' principal occupation since 1965 has been as the President
and Director of Ted M. Gans, P.C., a law firm in Bloomfield Hills, Michigan, of
which he is the sole owner. Mr. Gans also serves as a Director of Patsy Lou
Buick-GMC, Inc., a company wholly owned by Patsy L. Williamson, the wife of
Donald J. Williamson. Mr. Gans serves on the Audit Committee, the Executive
Committee, the Compensation Committee and the Nominating Committee of the Board
of Directors. He has served as a Director of the Company since 1995. His current
term as a Director of the Company expires in 2004.
DONALD R. GORMAN (72). Mr. Gorman is a Director of the Company. Since 1958 Mr.
Gorman has been owner and President of D. G. Custom Chrome, LLC. Mr. Gorman was
also the owner and President of P. G. Products, Inc., of Cincinnati, Ohio, which
prior to the sale of the assets of The Colonel's in December 1998 was one of the
Company's major customers. Mr. Gorman serves on the Compensation Committee and
the Nominating Committee of the Board of Directors. He has served as a Director
of the Company since 1997. His current term as a Director of the Company expires
in 2004.
ERIC HIPPLE (46). Mr. Hipple is a Director of the Company. Mr. Hipple is Senior
Account Representative with Rho-Mar Agency, an insurance agency located in
Farmington Hills, Michigan. Mr. Hipple has been an independent consultant to the
Clio Agency, Inc., a company wholly owned by Donald J. Williamson and also to
Patsy Lou Buick-GMC, Inc. a company wholly owned by Patsy L. Williamson, the
wife of Donald J. Williamson. Mr. Hipple is a former quarterback for the Detroit
Lions. He finished his career in the National Football League in 1989. From 1990
to 1997, he was the President and owner of Hipple & Associates, an insurance
agency in Brighton, Michigan. Mr. Hipple has served as a local radio and
television football analyst for the Detroit Lions. Mr. Hipple serves as a
director of a number of charitable organizations in Michigan. Mr. Hipple serves
on the Executive Committee of the Board of Directors. He has served as a
Director of the Company since September 2000. His current term as a Director of
the Company expires in 2006.
CRAIG B. PARR (61). Mr. Parr was named Chief Executive Officer elected to the
Board of Directors and appointed Chairman of the Board of the Company in March
2003. He is also President of the Company's Rugged Liner, Inc. subsidiary. Mr.
Parr has been involved in the automobile industry for nearly four decades. He
was Executive VP of Operations of Durakon Industries, a Lapeer, Michigan
manufacturer of truck bedliners from 1996 to 2001. Additionally, Mr. Parr was
employed by General Motors for twenty-eight years where he managed various
vehicle assembly and component operations. His current term as a Director of the
Company expires in 2006.
21
RONALD J. ROLAK (56). Mr. Rolak is a Director of the Company. Mr. Rolak was the
Development Director for the Powers Catholic High School Educational Trust Fund,
in Flint, Michigan from 1986 to June 2003. From 1973 to 1986, Mr. Rolak was a
high school instructor and a varsity football coach at Powers Catholic High
School. Mr. Rolak also serves as a director of a number of charitable
organizations in Genesee County, Michigan. Mr. Rolak serves on the Audit
Committee, the Compensation Committee and the Nominating Committee of the Board
of Directors. He has served as a Director of the Company since 1999. His current
term as a Director of the Company expires in 2005.
DONALD J. WILLIAMSON (70). Mr. Williamson was elected Mayor of the City of
Flint, Michigan for a four-year term in November of 2003. Mr. Williamson is the
founder and a Director and the President of the Company. He is also a director
and officer of each of the Company's subsidiaries. Mr. Williamson was Chairman
of the Board and Chief Executive Officer of the Company until March 2003. Mr.
Williamson serves on the Executive Committee of the Board of Directors. He has
served as a Director of the Company since 1995. His current term as a Director
of the Company expires in 2004.
EXECUTIVE OFFICERS. As mentioned above, Mr. Parr is the Chairman of the Board
and Chief Executive Officer of the Company. Two additional executive officers
are:
GREGORY T. STRZYNSKI (45). Mr. Strzynski is the Chief Financial Officer of the
Company. He joined the Company in August 1999. Mr. Strzynski was the Corporate
Controller of Kitty Hawk International, Inc., formerly known as American
International Airways, Inc., from 1993 to 1999. From 1990 to 1993, he served as
Corporate Controller for United Solar Systems Corp., a joint venture research
and development company between Energy Conversion Devices, Inc. and Canon, Inc.
of Japan. From 1988 to 1989 he was Corporate Controller for Armada Products
Company, an automotive supplier.
WILLIAM H. SINGLETERRY (59). Mr. Singleterry is the President and a Director of
Brainerd International Raceway & Resort, Inc. Mr. Singleterry served as Vice
President of Marketing and Development of the Company until November of 2002 and
as the Director of Operations for the Bumper Division of The Colonel's from 1991
to 1998. Prior to that time, he was the Regional Sales Manager. From 1982 to
1989, he served as General Manager for Auto Body Connection, a bumper
manufacturer and distributor.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Company's Directors,
officers and persons who own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and Nasdaq. Directors, officers and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, no Director, officer or beneficial owner
of more than 10% of the Company's outstanding Common Stock failed to file on a
timely basis any report required by Section 16(a) of the Exchange Act with
respect to the year ended December 31, 2003.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that Maureen C. Cronin is an audit
committee financial expert as defined by Item 404(h) of Regulation S-K of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and is
independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the
Exchange Act.
22
AUDIT COMMITTEE
The Company has a separately-designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the
Audit Committee are Maureen C. Cronin, Ted M. Gans and Ronald J. Rolak.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of three directors:
Maureen C. Cronin, Ted M. Gans and Ronald J. Rolak. Ms. Cronin currently serves
as Committee Chairman. All of the Audit Committee members are independent as
that term is defined in the rules of the NASDAQ Small Cap Market. All members of
the Audit Committee are financially literate as that qualification has been
interpreted by the Company's Board of Directors in its business judgment and at
least one member of the Audit Committee has accounting or related financial
management expertise. The Board of Directors, after review and deliberation,
determined that Maureen C. Cronin is the audit committee financial expert
serving on the audit committee in accordance with the definition and
qualifications for an audit committee financial expert set out in SEC Regulation
S-K, Item 401. Ms. Cronin is independent as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934.
The Audit Committee assists the Board of Directors in fulfilling its oversight
responsibilities by reviewing the Company's consolidated financial reports, its
internal financial and accounting controls, and its auditing, accounting and
financial reporting processes generally.
In discharging its oversight responsibilities regarding the audit process, the
Audit Committee reviewed and discussed the audited consolidated financial
statements of Sports Resorts International, Inc. as of and for the year ended
December 31, 2003 with Company management and Grant Thornton LLP (Grant
Thornton), the independent auditors. The Audit Committee received the written
disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
discussed with Grant Thornton any relationships which might impair that firm's
independence from management and the Company and satisfied itself as to the
auditors' independence. The Audit Committee reviewed and discussed with Grant
Thornton all communications required by auditing standards generally accepted in
the United States of America, including Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended.
Based upon these reviews and discussions, the Audit Committee recommended to the
Board of Directors that the Company's audited consolidated financial statements
be included in Sports Resorts International, Inc.'s. Annual Report on Form 10-K
for the fiscal year ended December 31, 2003 for filing with the Securities and
Exchange Commission.
Maureen C. Cronin Chairman
Ted M. Gans
Ronald J. Rolak
The foregoing Audit Committee Report shall not be deemed "filed" with the
Securities and Exchange Commission or subject to the liabilities of Section 18
of the Securities Exchange Act of 1934.
CODE OF ETHICS FOR FINANCIAL MANAGERS
We have adopted a Code of Ethics that applies to our directors, officers and
employees, including our principal executive officer and principal financial and
accounting officer or person performing similar functions (collectively, the
"Selected Officers"). The Code of Ethics for Financial Managers is included as
Exhibit 99.1 in the Index to Exhibits on page 33. We intend to post the Code of
Ethics for Financial Managers and any changes in or waivers from its code
applicable to any Selected Officer on our website at
"www.sportsresortsinternational.com".
23
ITEM 11. EXECUTIVE COMPENSATION.
Compensation Summary. The following Summary Compensation Table shows certain
information concerning the compensation earned during each of the three fiscal
years in the period ended December 31, 2003, of the Chief Executive Officer of
the Company and each executive officer of the Company whose cash compensation in
2003 exceeded $100,000.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------- ------------
OTHER
ANNUAL SECURITIES
NAME AND COMPENSATION UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS
- ------------------ ---- ------ ----- --- -------
Craig B. Parr (1) 2003 $100,161 $ 0 $ 0 0
Chairman of the Board,
Chief Executive Officer and
Director
Donald J. Williamson (1) 2003 $164,800 $ 0 $ 0 0
President and Director 2002 164,338 0 0 0
2001 160,000 10,000 0 10,000
William H. Singleterry 2003 $171,353 $ 0 $ 0 0
President and Director of BIR/ 2002 175,739 0 0 0
Vice President of Development 2001 154,203 10,000 0 10,000
Gregory T. Strzynski 2003 $128,030 $ 0 $ 0 0
Chief Financial Officer 2002 126,010 0 0 0
2001 117,923 10,000 0 10,000
- ----------------------
(1) Mr. Williamson was Chairman of the Board and Chief Executive Officer of
the Company until March 2003 at which time Craig B. Parr assumed these
positions and Mr. Williamson became President. Accordingly,
compensation for Mr. Parr represents approximately ten months.
Compensation for Mr. Williamson represents a full year.
(2) The aggregate value of all perquisites and personal benefits did not
exceed the lesser of either $50,000 or 10% of the total annual salary
and bonus reported for any named executive officer.
STOCK OPTIONS
There were no options granted to or exercised by executive officers or Director
in 2003.
24
FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Securities Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End Fiscal Year-End (1)
--------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Donald J. Williamson 20,000 0 $ 7,100 $ 0
William H. Singleterry 30,000 0 26,300 0
Gregory T. Strzynski 20,000 0 7,100 0
- -----------------
(1) Based on the market value of the Company's Common Stock as of December
31, 2003 ($5.17 per share), minus the exercise price, multiplied by the
number of options.
COMPENSATION OF DIRECTORS
Directors receive an annual fee of $4,500 plus $1,000 for each Board meeting
attended. Additionally, Directors are reimbursed for expenses incurred in
attending meetings of the Board of Directors and committees thereof.
PENSION PLAN
The Company does not provide a retirement plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gans, Gorman and Rolak are members of the Compensation Committee of the
Board of Directors. No other Directors or executive officers of the Company took
part in deliberations concerning the compensation of executive officers of the
Company during fiscal 2003. None of Messrs. Gans, Gorman or Rolak has any
employment relationship with the Company or any of its subsidiaries. However,
Mr. Gans is a Director of the Company and practices law with Ted M. Gans, P.C.
During the past year, as well as the current year, the Company and its
subsidiaries retained Ted M. Gans, P.C. for certain legal services. Fees paid
for 2003 were approximately $2,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors currently consists of
Messrs. Gans, Gorman and Rolak.
The basic compensation philosophy of the Company is to provide competitive
salaries. The Company's executive compensation policies are designed to achieve
two primary objectives:
- Attract and retain well-qualified executives who will lead the
Company and achieve and inspire superior performance;
- Provide incentives for the achievement of long-term financial
goals.
25
Executive compensation consists primarily of two components: base salary and
benefits; and amounts paid (if any) under the Company's LTIP. Each component of
compensation is designed to accomplish one or both of the compensation
objectives.
The participation of specific executive officers and other key employees in the
Company's LTIP is recommended by the Board's Compensation Committee and all
recommendations (including the level of participation) are reviewed, modified
(to the extent appropriate) and approved by the Board.
BASE SALARY
To attract and retain well-qualified executives, it is the Compensation
Committee's policy to establish base salaries at levels and provide benefit
packages that are considered to be competitive. Base salaries of executive
officers are determined by the Board of Directors on an individual basis. In
determining the base salary for an executive officer, the Compensation Committee
will recommend to the full Board for approval a base salary for the officer
determined by the Compensation Committee taking into consideration factors
including: (1) the individual's performance, (2) the individual's contributions
to the Company's success, (3) the level and scope of the individual's
responsibilities, (4) the individual's tenure with the Company and in his or her
position and (5) pay practices for similar positions by comparable companies.
LONG-TERM INCENTIVE PLAN
The LTIP is used primarily to grant stock options. However, the LTIP also
permits grants of restricted stock, stock awards, stock appreciation rights and
tax benefit rights if determined to be desirable to advance the purposes of the
LTIP. These grants and awards are referred to as "Incentive Awards." By
combining in a single plan many types of incentives commonly used in long-term
incentive compensation programs, the LTIP provides significant flexibility to
the Compensation Committee to tailor specific long-term incentives that would
best promote the objectives of the LTIP and in turn promote the interests of the
Company's shareholders.
Directors, executive officers and other key employees of the Company and its
subsidiaries are eligible to receive Incentive Awards under the LTIP. A maximum
of 2,000,000 shares of Common Stock (subject to certain antidilution
adjustments) are available for Incentive Awards under the LTIP. Of the 2,000,000
shares authorized for Incentive Awards under the LTIP, only one-half can be
awarded as restricted stock.
The LTIP is administered by the Compensation Committee, which is comprised of
non-employee Directors, none of whom participates or is eligible to participate
in any long-term incentive plan of the Company or its subsidiaries, except for
nondiscretionary stock option grants based upon a specified formula, and if the
Board so determines, each of whom must be an "outside director" as defined in
the rules issued pursuant to Section 162(m) of the Internal Revenue Code. The
Compensation Committee makes determinations, subject to the terms of the LTIP,
as to the persons to receive Incentive Awards, the amount of Incentive Awards to
be granted to each person, the terms of each grant and all other determinations
necessary or advisable for administration of the LTIP.
The LTIP was approved by the shareholders of Brainerd International, Inc., the
Company's predecessor, on November 21, 1995. There were no options granted to or
exercised by executive officers or Directors in 2003.
SECTION 162(m)
Section 162(m) of the Internal Revenue Code provides that publicly held
corporations may not deduct compensation paid to certain executive officers in
excess of $1 million annually, with certain exemptions.
26
The Company has examined its executive compensation policies in light of Section
162(m) and the regulations adopted by the Internal Revenue Service to implement
that section. It is not expected that any portion of the Company's deduction for
employee remuneration will be disallowed in 2004 or in future years by reason of
actions expected to be taken in 2004.
Respectfully submitted,
Ted M. Gans
Donald R. Gorman
Ronald Rolak
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock to the Nasdaq Domestic Index and an index of peer
companies that produce automobile replacement parts or own and operate motor
sports entertainment facilities, assuming an investment of $100.00 at the
beginning of the period indicated.
The Nasdaq Domestic Index is a broad equity market index consisting of certain
domestic companies traded on the Nasdaq Stock Market. The index of peer
companies was constructed by the Company and includes the companies listed in
the footnote to the graph below. In constructing the peer index, the return of
each peer group company was weighted according to its respective stock market
capitalization at the beginning of each period indicated. Cumulative total
stockholder return is measured by dividing: (1) the sum of (a) the cumulative
amount of dividends for the measurement period, assuming dividend reinvestment,
and (b) the difference between the share price at the end and the beginning of
the measurement period; by (2) the share price at the beginning of the
measurement period.
27
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
DECEMBER 2003
[LINE GRAPH]
(1) The index of peer companies consists of American Axle and Manufacturing
Holdings, Inc; Dana Corp.; Dura Automotive Systems, Inc.; Eaton
Corporation; Johnson Controls, Inc.; Tower Automotive, Inc.; and
International Speedway Corporation
The dollar values for total stockholder return plotted in the graph above are
shown in the table below:
28
NASDAQ Peer
Date The Company Domestic Index Index
---- ----------- -------------- -----
December 31, 1998 $ 100.00 $100.00 $100.00
December 31, 1999 143.90 185.46 91.02
December 31, 2000 150.00 111.65 74.19
December 31, 2001 300.88 88.58 92.13
December 31, 2002 229.07 61.09 91.68
December 31, 2003 201.75 92.16 132.79
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the number of shares of
Common Stock held by each shareholder who is known to the Company's management
to be the beneficial owner of more than 5% of the outstanding shares as of March
4, 2004:
Name and Address Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class(1)
- --------------------- --------- --------- --------
Patsy L. Williamson* 176,900 shares Sole voting and investment power .4%
951 Aiken Road
Owosso, MI 48867
*Wife of Donald J. Williamson, Chairman of the Board and Chief Executive Officer
until March 2003.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of shares of Common Stock,
held as of March 4, 2004 by each director, each of the named executive officers
and by all directors and executive officers of the Company as a group:
Name Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class (1)
--------------------- --------- --------- ---------
Maureen C. Cronin (3) 20,670 shares Sole voting and investment power *
Ted M. Gans (3) 50,477 shares Sole voting and investment power *
Donald R. Gorman (3) 49,427 shares Sole voting and investment power *
Eric Hipple (3) 28,947 shares Sole voting and investment power *
29
Ronald J. Rolak (3) 33,357 shares Sole voting and investment power *
6,300 shares Shared voting or investment power *
William H. Singleterry (3) 30,000 shares Sole voting and investment power *
Gregory T. Strzynski(3) 20,000 shares Sole voting and investment power *
Donald J. Williamson(2)(3) 46,456,060 shares Sole voting and investment power 95.6%
Directors and Officers as a group 46,688,938 shares Sole voting and investment power 96.0%
(5) 6,300 shares Shared voting or investment power *
- ---------------------------------
* Does not exceed 1%.
(1) Percentages: The percentages set forth in this column were calculated
on the basis of 48,368,233 shares of Common Stock outstanding as of
March 4, 2004, plus shares of Common Stock subject to options held by
the listed persons that were exercisable on March 4, 2004 or that will
become exercisable within 60 days after March 4, 2004. Shares subject
to such options are considered to be outstanding for purposes of this
chart. The number of shares subject to such options for each listed
person is set forth below:
Weighted Average
Director/Officer Options Exercise Price
- ---------------- ------- --------------
Maureen C. Cronin 17,327 $ 6.01
Ted M. Gans 50,477 4.13
Donald R. Gorman 49,427 4.16
Eric Hipple 28,947 4.80
Ronald J. Rolak 33,357 4.55
William H. Singleterry 30,000 4.29
Gregory T. Strzynski 20,000 4.82
Donald J. Williamson 20,000 4.82
------- --------
All directors and executive officers as a group 249,535 $ 4.53
======= ========
(2) Total Stock Ownership: Excludes the 176,900 shares of Common Stock
owned by Patsy Williamson, the wife of Donald J. Williamson. See
"Security Ownership of Certain Beneficial Owners" above.
(3) Includes shares covered by exercisable options.
30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company and its subsidiaries are parties to certain transactions with
related parties, which are summarized below. Many of the transactions described
below involve Donald and Patsy Williamson, husband and wife. Mr. Williamson is
the President and a Director of the Company. He was the Chairman of the Board
and Chief Executive Officer of the Company until March 2003. Together, Mr. and
Mrs. Williamson own approximately 96% of the outstanding shares of the Company's
Common Stock. The Company believes that all of its related party transactions
are on commercially reasonable terms. In accordance with the Sarbanes-Oxley Act
of 2002, the Company discontinued making advances to or on behalf of affiliated
entities effective June 30, 2002.
In February 1999, the Company loaned $5,200,000 to South Saginaw, L.L.C., a
limited liability company owned by Mr. Williamson. To evidence this loan, Mr.
Williamson signed a subordinated mortgage providing for interest at the annual
rate of 8% and calling for monthly payments of principal and interest of $43,476
beginning April 1, 1999. Mr. Williamson used the proceeds of this loan to
purchase real property in Davison, Michigan. This loan is being paid in
accordance with terms.
Lease of Owosso, Michigan Facility. RL leases its Owosso, Michigan facility from
620 Platt Road, L.L.C. Donald and Patsy Lou Williamson are the sole members of
620 Platt Road L.L.C. The lease agreement requires monthly payments of $50,000
through December 2009. RL pays all taxes, insurance and maintenance expenses
related to the facility. Rent expense on this lease was $600,000 for both years
ending December 31, 2003 and 2002.
Lease of Flint, Michigan Ticket Office. BIR leased its executive and ticket
offices from Donald J. Williamson through October 2002, at which time the lease
was terminated. BIR paid all taxes, insurance and maintenance expenses related
to the facility. Rent expense on this lease was $40,500 for the year ending
December 31, 2002.
Net Advances to Related Parties. During 2000, 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 had 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. Effective
September 1, 2002, Mr. Williamson transferred the facility to the Company, at
which time the advances were offset. The total amount outstanding at December
31, 2003 and December 31, 2002 was $396,000 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.
Patsy Lou Buick-GMC, Inc. Mrs. Williamson owns an automobile dealership. The
Company engages in certain transactions with this dealership, including the
purchase of automobiles, parts, and automotive services. During 2003, purchases
of automobiles, parts and services by the Company from the dealership was
approximately $61,000. RL sold approximately $64,000 worth of bedliners and
truck accessories to the dealership in 2003.
Transactions with Directors. Ted M. Gans is a Director of the Company and
practices law with Ted M. Gans, P.C. During the past year and the current year,
the Company retained Ted M. Gans, P.C. for certain legal
31
services and it is anticipated that the Company will continue to do so. Fees
paid for 2003 were approximately $2,000.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The total fees and expenses billed for fiscal 2003 by Grant Thornton LLP, the
Company's principal accounting firm were $247,000. Of that amount, an
aggregate of $145,000 was for audit services and the review of financial
statements included in the Company's Quarterly Reports on Form 10Q and $102,000
was for tax services. Grant Thornton LLP was not engaged by the Company in
fiscal 2003 to perform any information technology services relating to financial
information systems design and implementation.
ITEM 15(a)(1). FINANCIAL STATEMENTS.
Attached as Appendix A.
The following consolidated financial statements of Sports Resorts International,
Inc. and subsidiaries are filed as a part of this report:
* Independent Auditors' Reports
* Consolidated Balance Sheets as of December 31, 2003
and 2002
* Consolidated Statements of Operations for the years
ended December 31, 2003, 2002 and 2001
* Consolidated Statements of Shareholders' Equity for
the years ended December 31, 2003, 2002 and 2001
* Consolidated Statements of Cash Flows for the years
ended December 31, 2003, 2002 and 2001
* Notes to Consolidated Financial Statements for the
years ended December 31, 2003, 2002 and 2001
* Schedule II - Valuation and Qualifying Accounts
ITEM 15(a)(2). FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules other than Schedule II have not been filed because
such schedules are either not applicable or full disclosure has been made in the
financial statements and notes thereto.
32
ITEM 15(a)(3). EXHIBITS.
The following exhibits are filed as part of this report.
Exhibit
Number Description
2.1 Amended and Restated Asset Purchase Agreement by and between
Colonel's Acquisition Corp. (later renamed AutoLign
Manufacturing Group, Inc.), The Colonel's International, Inc.,
The Colonel's, Inc. and Donald J. Williamson dated November
23, 1998. Incorporated by reference to Appendix A to the
Company's Definitive Proxy Statement filed with the Securities
and Exchange Commission on December 7, 1998.
2.2 First Amendment to Amended and Restated Asset Purchase
Agreement by and between AutoLign Manufacturing Group, Inc.
(formerly known as Colonel's Acquisition Corp.), The Colonel's
International, The Colonel's, Inc. and Donald J. Williamson
dated December 17, 1998. Incorporated by reference to Exhibit
2(b) to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on December 30, 1998.
2.3 Agreement and Plan of Merger by and among The Colonel's
International, Inc., The Colonel's Rugged Liner, Inc., Rugged
Liner, Inc., Triad Management Group, Inc., Aerocover, Inc.,
Ground Force, Inc., and certain shareholders of the foregoing,
dated March 13, 1998. Incorporated by reference to Exhibit
2(a) to the Registrant's Current Report on Form 8-K dated May
8, 1998.
2.4 First Amendment to Agreement and Plan of Merger, by and among
The Colonel's International, Inc., The Colonel's Rugged Liner,
Inc., Rugged Liner, Inc., Triad Management Group, Inc.,
Aerocover, Inc., Ground Force, Inc., and certain shareholders
of the foregoing, dated April 23, 1998. Incorporated by
reference to Exhibit 2(b) to the Registrant's Current Report
on Form 8-K dated May 8, 1998.
3.1 Articles of Incorporation of the Company, as amended.
Incorporated by reference from the Company's report on Form
10-K for the year ended December 31, 2002.
3.2 Bylaws of the Company, as amended. Incorporated by reference
from Exhibit 3.2 to the Company's Report on Form 10-Q for the
period ended March 31, 1997.
10.1 Sports Resorts International, Inc. 1995 Long-Term Incentive
Plan, as amended to date. Incorporated by reference from the
Company's Report on Form 10-K for the year ended December 31,
2001.
10.2 June 22, 1992 Title Rights Sponsorship Agreement between
Champion Auto Stores, Inc. and National Hot Rod Association,
Inc. Incorporated by reference from Brainerd International,
Inc.'s Registration Statement on Form S-1 (Registration No.
33-055876).
10.3 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's
Report on Form 10-K for the year ended December 31, 2000.
33
10.4 Amendment to sanction agreement between Brainerd International
Raceway and National Hot Rod Association dated October 27,
1999. Incorporated by reference from the Company's Report on
Form 10-K for the year ended December 31, 2002
10.5 Extension of sanction agreement between Brainerd International
Raceway and National Hot Rod Association dated April 19, 2002.
Incorporated by reference from the Company's Report on Form
10-K for the year ended December 31, 2002.
10.6 Lease agreement between 620 Platt Road LLC and The Colonels
Truck Accessories, Inc. Incorporated by reference from the
Company's Report on Form 10-K for the year ended December 31,
2001.
10.7 Lease schedule and agreement between The Colonel's Inc. and
Comerica Leasing Corporation dated December 27, 1995.
Incorporated by reference from the Company's Report on Form
10-K for the year ended December 31, 1997.
10.8 Lease schedule and agreement between The Colonel's Inc. and
Comerica Leasing Corporation dated May 31, 1996. Incorporated
by reference from the Company's Report on Form 10-K for the
year ended December 31, 1997.
10.9 Lease schedule and agreement between The Colonel's, Inc. and
Comerica Leasing Corporation dated November 15, 1996.
Incorporated by reference from the Company's Report on Form
10-K for the year ended December 31, 1997.
10.10 Agreement between Rugged Liner, Inc. and PACCAR Financial
Corp. dated November 8, 2002. Incorporated by reference from
the Company's Report on Form 10-K for the year ended December
31, 2002.
10.11 Agreement between Rugged Liner, Inc. and PACCAR Financial
Corp. dated November 11, 2002. Incorporated by reference from
the Company's Report on Form 10-K for the year ended December
31, 2002.
10.12 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated February 14, 2003.
Incorporated by reference from the Company's report on From
10-Q for the quarter ended March 31, 2003.
10.13 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated October 31, 2004.
(Filed herewith).
21 Subsidiaries of the Registrant. (Filed herewith).
23 Consent of Grant Thornton LLP. (Filed herewith).
24 Consent of Deloitte & Touche LLP. (Filed herewith).
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Filed herewith).
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Filed herewith).
99.1 Code of Ethics for Financial Managers. (Filed herewith).
* Commission file number for reports filed pursuant to the
Securities Exchange Act of 1934 is 2-98277(c).
34
ITEM 15(b). REPORTS ON FORM 8-K.
None
35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 24, 2004 By: /s/ Craig B. Parr
-------------------------------
Craig B. Parr
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
Dated: March 24, 2004 By: /s/ Gregory T. Strzynski
-------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Principal Accounting and
Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Craig B. Parr Chairman of the Board, Chief March 24, 2004
- --------------------------------- Executive Officer and Director
Craig B. Parr
/s/ Maureen C. Cronin Director March 24, 2004
- ---------------------------------
Maureen C. Cronin
/s/ Ted M. Gans Director March 24, 2004
- ---------------------------------
Ted M. Gans
/s/ Donald Gorman Director March 24, 2004
- ---------------------------------
Donald Gorman
/s/ Eric Hipple Director March 24, 2004
- ---------------------------------
Eric Hipple
/s/ Ronald J. Rolak Director March 24, 2004
- ---------------------------------
Ronald J. Rolak
/s/ Donald J. Williamson Director March 24, 2004
- ---------------------------------
Donald J. Williamson
36
APPENDIX A
FINANCIAL STATEMENTS
SPORTS RESORTS
INTERNATIONAL, INC.
Consolidated Financial Statements as of December 31, 2003 and 2002 and for the
three years in the period ended December 31, 2003 and Independent Auditors'
Reports
A-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders of
Sports Resorts International, Inc.
Owosso, Michigan
We have audited the accompanying consolidated balance sheets of Sports Resorts
International, Inc. (a Michigan corporation) and Subsidiaries (the "Company") as
of December 31, 2003 and 2002, and the related consolidated statements of
operations, consolidated statements of shareholders' equity and consolidated
statements of cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sports Resorts
International, Inc. and Subsidiaries as of December 31, 2003 and 2002, and the
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
We have also audited Schedule II for the years ended December 31, 2003 and 2002.
In our opinion, this schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information therein.
As discussed in Note 2 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" on January 1, 2002.
/s/Grant Thornton LLP
Southfield, Michigan
February 12, 2004
A-2
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Sports Resorts International, Inc.
Owosso, Michigan
We have audited the accompanying consolidated statements of operations,
shareholders' equity and cash flows for the year ended December 31, 2001 (prior
to the adoption of Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets) of Sports Resorts International, Inc. (the
"Company"). Our audit also included the financial statement schedule listed in
the index at Item 15(a)(1) for the year ended December 31, 2001. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows of the Company for
the year ended December 31, 2001 (prior to the adoption of Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets),
in conformity with accounting principles generally accepted in the United States
of America. Also, in our opinion, such financial statement schedule for the
year ended December 31, 2001, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/Deloitte & Touche LLP
Detroit, Michigan
March 26, 2002
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
2003 2002
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 482,128 $ 692,138
Accounts receivable:
Trade (net of allowance for doubtful accounts and cash
discounts of $181,000 and $210,000 at
December 31, 2003 and 2002, respectively) 820,873 929,070
Note receivable - related party (Note 3 ) 160,538 191,731
Federal income taxes receivable (Note 11) 1,570,234 160,758
Inventories (Note 4) 1,534,779 1,523,000
Other (Note 5) 532,033 951,725
----------- ------------
Total current assets 5,100,585 4,448,422
PROPERTY, PLANT AND EQUIPMENT - Net
(Note 6) 11,673,250 12,338,308
OTHER ASSETS:
Note receivable - related party (Note 3) 4,429,654 4,590,192
Other (Note 7) 1,294,119 1,307,012
----------- ------------
Total other assets 5,723,773 5,897,204
----------- ------------
TOTAL ASSETS $22,497,608 $ 22,683,934
=========== ============
See notes to consolidated financial statements.
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
2003 2002
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 8) $ 256,578 $ 662,632
Accounts payable 1,135,813 2,598,629
Accrued expenses (Note 9) 567,482 1,045,579
----------- -----------
Total current liabilities 1,959,873 4,306,840
LONG-TERM DEBT (Note 8) 791,194 531,123
Commitments and Contingencies (Note 12)
SHAREHOLDERS' EQUITY:
Common stock; 70,000,000 shares authorized at $.01
par value, 48,362,953 shares issued
and outstanding in 2003 and 2002 483,629 483,629
Additional paid-in capital 5,656,605 5,656,605
Net advances to related parties (Note 3) (396,292) (1,107,447)
Retained earnings 14,002,599 12,813,184
----------- -----------
Total shareholders' equity 19,746,541 17,845,971
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $22,497,608 $22,683,934
=========== ===========
See notes to consolidated financial statements.
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
----------- ----------- -----------
SALES (Note 3) $22,461,967 $19,370,372 $16,817,966
COST OF SALES (Note 3) 18,656,514 15,200,768 13,500,772
----------- ----------- -----------
GROSS PROFIT 3,805,453 4,169,604 3,317,194
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 4,288,243 4,672,035 5,606,440
NET (LOSS) GAIN ON DISPOSAL OF ASSETS (18,587) 40,550 13,672
WRITE - DOWN OF IMPAIRED ASSETS
(Note 2) -- -- 1,858,573
----------- ----------- -----------
LOSS FROM OPERATIONS (501,377) (461,881) (4,134,147)
OTHER INCOME (EXPENSE):
Interest expense (93,152) (113,239) (204,405)
Interest income (Note 3) 386,556 408,847 533,522
Rental income 279,856 243,925 138,691
Land development costs (Note 12) (293,795) (260,500) (221,750)
Other 2,870 9,020 23,141
----------- ----------- -----------
Other income, net 282,335 288,053 269,199
----------- ----------- -----------
LOSS FROM OPERATIONS BEFORE
INCOME TAX BENEFIT (EXPENSE) AND
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (219,042) (173,828) (3,864,948)
INCOME TAX BENEFIT (EXPENSE) (Note 11) 1,408,457 1,041,595 (114,943)
----------- ----------- -----------
INCOME (LOSS) BEFORE ACCOUNTING CHANGE 1,189,415 867,767 (3,979,891)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
FOR GOODWILL (NOTE 2) -- (1,130,911) --
----------- ----------- -----------
NET INCOME (LOSS) $ 1,189,415 $ (263,144) $(3,979,891)
=========== =========== ===========
(continued)
See notes to consolidated financial statements.
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
----------- ----------- -----------
BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE (Note 2)
Income (loss) before accounting change $ 0.02 $ 0.01 $ (0.08)
Cumulative effect of accounting change -- (0.02) --
----------- ----------- -----------
Net Income (Loss) per share $ 0.02 $ (0.01) $ (0.08)
=========== =========== ===========
WEIGHTED AVERGE COMMON SHARES
Basic 48,362,953 48,362,953 48,355,912
Effect of dilutive securities:
Common share equivalents, common shares
issuable upon exercise of outstanding stock options 84,912 77,400 --
----------- ----------- -----------
Diluted 48,447,865 48,440,353 48,355,912
=========== =========== ===========
(concluded)
See notes to consolidated financial statements
A-7
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
NET
ADDITIONAL ADVANCES TO
COMMON STOCK PAID-IN RELATED RETAINED
SHARES AMOUNT CAPITAL PARTIES EARNINGS TOTAL
---------- --------- ---------- ----------- ------------ ------------
BALANCE, JANUARY 1, 2001 48,355,610 $ 483,556 $5,340,561 $ (957,767) $ 17,056,219 $ 21,922,569
Issuance of Shares Under Long
Term Incentive Plan (Note 13) 7,343 73 59,772 -- -- 59,845
Disgorgement of Trading Profits
(Note 10) -- -- 256,272 -- -- 256,272
Net advances to related parties
(Note 3) -- -- -- (538,142) -- (538,142)
Net loss -- -- -- -- (3,979,891) (3,979,891)
---------- --------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 2001 48,362,953 483,629 5,656,605 (1,495,909) 13,076,328 17,720.653
Net repayment from related parties
(Note 3) -- -- -- 388,462 -- 388,462
Net loss -- -- -- -- (263,144) (263,144)
---------- --------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 2002 48,362,953 483,629 5,656,605 (1,107,447) 12,813,184 17,845,971
Net repayment from related parties
(Note 3) -- -- -- 711,155 -- 711,155
Net income -- -- -- -- 1,189,415 1,189,415
---------- --------- ---------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 2003 48,362,953 $ 483,629 $5,656,605 $ (396,292) $ 14,002,599 $ 19,746,541
========== ========= ========== =========== ============ ============
See notes to consolidated financial statements.
A-8
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,189,415 $ (263,144) $(3,979,891)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,963,052 2,062,400 2,376,615
Impairment of long lived assets (Note 2) -- -- 1,858,573
Cumulative effect of change in accounting
principle (Note 2) -- 1,130,911 --
Stock based compensation expense -- 59,845
Loss (gain) on disposal of property, plant and equipment 18,587 (40,550) (13,672)
Changes in assets and liabilities that provided
(used) cash
Accounts receivable 108,197 (54,138) (90,431)
Inventories (11,779) (372,827) 646,162
Accounts payable (1,462,816) 1,329,317 (175,401)
Accrued expenses (478,097) (265,512) 12,930
Income taxes receivable/payable (1,409,476) 752,863 114,943
Other 432,585 (54,435) 208,383
------------ ------------ -----------
Net cash provided by operating activities 349,668 4,224,885 1,018,056
------------ ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,439,314) (4,630,116) (1,046,803)
Proceeds from disposal of property and equipment 122,733 68,376 25,092
Payments received on notes receivable - related party 191,731 93,378 146,486
------------ ------------ -----------
Net cash used in investing activities (1,124,850) (4,468,362) (875,225)
------------ ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term obligations 535,621 595,237 --
Principal payments on long-term debt (274,278) (159,618) (160,286)
Principal payments on obligations under capital leases (407,326) (1,120,649) (1,034,528)
Disgorgement of trading profits (Note 10) -- -- 256,272
Net repayment from (advances to) related parties 711,155 388,462 (538,142)
------------ ------------ -----------
Net cash provided by (used in) financing activities 565,172 (296,568) (1,476,684)
------------ ------------ -----------
NET DECREASE IN CASH (210,010) (540,045) (1,333,853)
CASH, BEGINNING OF YEAR 692,138 1,232,183 2,566,036
------------ ------------ -----------
CASH, END OF YEAR $ 482,128 $ 692,138 $ 1,232,183
============ ============ ===========
(continued)
A-9
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------------ ------------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 96,881 $ 168,491 $214,996
=========== ========== ========
Cash paid during the year for taxes $ 1,019 $ -- $ --
=========== ========== ========
(concluded)
See notes to consolidated financial statements.
A-10
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
1. ORGANIZATION
Sports Resorts International, Inc. (formerly The Colonel's
International, Inc. or the "Company") is a holding company for three
active wholly owned subsidiaries, Rugged Liner, Inc. ("RL") (formerly
The Colonel's Truck Accessories, Inc.), Brainerd International Raceway
& Resort, Inc. ("BIR") (formerly The Colonel's Brainerd International
Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66"). The Colonel's, Inc.
("The Colonel's") is an inactive subsidiary, holding certain land. RL
began operations on January 1, 1996 and was subsequently incorporated
in Michigan in 1997. RL produces truck bedliners for sale to original
equipment manufacturers ("OEM") and the automotive aftermarket. BIR was
incorporated in Minnesota in 1982 and operates a multi-purpose motor
sports facility in Brainerd, Minnesota. BIR organizes and promotes
various spectator events relating to road and drag races. Raceway 66 is
a combined convenience store and gas station adjacent to BIR's
facility. Ownership of Raceway 66 was transferred to the Company by
Donald J. Williamson, its majority shareholder and affiliated entities
in September of 2002.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiaries, RL, BIR, Raceway 66 and
The Colonel's. All significant intercompany accounts and transactions
have been eliminated.
INVENTORIES are stated at the lower of cost or market, cost determined
by the first-in, first-out (FIFO) method.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments purchased with a maturity of three months or less to be
cash equivalents.
ACCOUNTS RECEIVABLE - The majority of the Company's accounts receivable
are due from companies in the automotive parts distribution industry.
Credit is extended based on evaluation of a customer's financial
condition and, generally, collateral is not required. Accounts
receivable are due within 30 days and are stated at amounts due from
customers net of an allowance for doubtful accounts and cash discounts
for prompt payment. Accounts outstanding longer than the contractual
payment terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length of
time trade accounts receivable are past due, the Company's previous
history of losses and discounts taken, the customer's current ability
to pay its obligation to the Company, and the condition of the general
economy and the industry as a whole. The Company writes-off accounts
receivable when they become uncollectible, and payments subsequently
received on such receivables are credited to the allowance for doubtful
accounts.
A-11
PROPERTY, PLANT AND EQUIPMENT is stated at cost or net realizable
value. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets as follows:
Vehicles 3-7 Years
Furniture and fixtures 3-10
Bleachers and fencing 5
Tooling 5-7
Equipment 5-10
Track 20
Leasehold improvements 10-25
Buildings and condominiums 15
Leasehold improvements are amortized over the shorter of the life of
the lease or their estimated useful life.
Expenditures for major renewals and betterments that extend the useful
life of the related asset are capitalized. Expenditures for maintenance
and repairs are charged to expense as incurred. When properties are
retired or sold, the related cost and accumulated depreciation are
removed from the accounts and any gain or loss on disposition is
recognized.
REVENUE RECOGNITION - For sales of products, revenue is recognized at
the time the product is shipped to customers. For BIR, revenue is
recognized when earned at the time of the related event.
GOODWILL is no longer amortized in accordance with Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible
Assets," effective January 1, 2002. Refer to "New Accounting
Pronouncements" below. Goodwill was being amortized using the
straight-line method over 7 years. The carrying value of goodwill was
assessed annually for recoverability using an undiscounted cash flow
approach based on cash flows, which benefited directly from the
goodwill.
ACCOUNTING FOR CERTAIN LONG-LIVED ASSETS - The Company evaluates
long-lived assets and certain identifiable intangibles for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. When it is probable that
undiscounted future cash flows will not be sufficient to recover an
asset's carrying amount, the asset is written down to its estimated
fair value. Long-lived assets to be disposed of are reported at the
lower of carrying amount or fair value less cost to sell. During 2001,
the Company wrote down approximately $1,859,000 of impaired long-lived
assets, which are comprised of 18 condominium units held for sale or
rental at its BIR facility in Brainerd, Minnesota (Note 6).
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.
A-12
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of accounts
receivable, accounts payable and long-term debt approximate fair value.
USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the operating period. Actual results could differ from those
estimates.
EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share is based
upon the weighted average number of shares outstanding during each
year. 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 consolidated
financial statements has been restated to reflect the stock split.
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.
The following pro forma information assumes SFAS 142 had been in effect
for all periods presented:
2003 2002 2001
------------- ------------- -------------
Reported income (loss) before cumulative effect of
accounting change $ 1,189,415 $ 867,767 $ (3,979,891)
Add back goodwill amortization expense, net of tax -- -- 255,437
------------- ------------- -------------
Adjusted income (loss) before cumulative effect of
accounting change $ 1,189,415 $ 867,767 $ (3,724,454)
============= ============= =============
A-13
Reported basic and diluted earnings (loss) per
share before cumulative effect of accounting change $ 0.02 $ 0.01 $ (0.08)
Add back goodwill amortization expense, net of tax -- -- --
------------- ------------- -------------
Adjusted basic and diluted earnings (loss) per
share before cumulative effect of accounting change $ 0.02 $ 0.01 $ (0.08)
============= ============= =============
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:
2003 2002 2001
----------- --------- -----------
Net income (loss) as reported $ 1,189,415 $(263,144) $(3,979,891)
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of tax (9,014) (288,389) (415,989)
----------- --------- -----------
Pro forma net income (loss) $ 1,180,401 $(551,533) $(4,395,880)
=========== ========= ===========
Basic and diluted earnings (loss) per share:
As reported $ 0.02 $ (0.01) $ (0.08)
Pro forma $ 0.02 $ (0.01) $ (0.09)
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 June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement addresses
financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force ("EITF")
Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)." The provisions of this statement are
effective for exit or disposal activities that are initiated after
December 31, 2002. The adoption of SFAS 146 did not have an impact on
the Company's financial statements.
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,
A-14
"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 at reporting periods ending after March 15, 2004 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 note receivable -
related party will have on the Company's financial condition or results
of operations upon the adoption of the provisions of FIN 46.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". This Statement
clarifies various derivative implementation issues and is generally
effective for new contracts entered into or modified after September
30, 2003. The Company does not enter into derivative transactions, and
believes the adoption of this Statement will have no impact on its
financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". Under SFAS 150, a mandatorily redeemable financial instrument
is classified as a liability unless the redemption is required to occur
only upon the liquidation or termination of the entity and is measured
at fair market value. Changes in the fair value or redemption amount
are recognized in earnings. SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003. For financial
instruments issued on or before May 31, 2003, SFAS 150 is effective
July 1, 2003. The adoption of SFAS 150 did not have an impact on the
Company's financial statements.
In December 2003, the FASB issued a revision to SFAS No. 132,
"Employers' Disclosures About Pensions and Other Postretirement
Benefits," ("SFAS 132") which revises employer's disclosures about
pension plans and other postretirement benefit plans. It requires
disclosures in addition to those in the original SFAS No. 132 about the
assets, obligations, cash flows and net periodic benefit cost of
defined pension plans and other defined benefit postretirement plans.
The Company does not offer a defined benefit pension plan or other
defined benefit postretirement plans within the scope of the revised
SFAS No. 132.
3. 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
$43,976, 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 - 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
A-15
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. Effective September 1, 2002,
Mr. Williamson transferred the facility to the Company, at which time
the advances were offset. The total amount outstanding at December 31,
2003 and December 31, 2002 was $396,000 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.
The primary parties related to the Company are as follows:
- The majority shareholder, Donald J. Williamson, and his wife,
Patsy Lou Williamson, with whom various transactions are made.
BIR leased approximately 5,000 square feet of space from
Donald J. Williamson for its executive and ticket sales office
through October 2002.
- 620 Platt Road LLC ("Platt"), a company owned by Donald J. and
Patsy Lou Williamson, to which rental payments are made for
the Owosso facility.
- South Saginaw LLC ("Saginaw"), a company owned by Donald J.
and Patsy Lou Williamson, to which a loan was made in 1999.
- Patsy Lou Buick-GMC, Inc. a company owned by Patsy Lou
Williamson, from which automobiles, parts and service are
purchased and sold.
A summary of transactions with these related parties as of and for the
years ended December 31 is as follows:
2003 2002 2001
-------- -------- --------
Majority shareholder:
Net repayment by various related parties $711,155 $388,462 $ --
Net advances to various related parties -- -- 538,142
Rental payments -- 40,500 25,500
Platt:
Rental payments 600,000 600,000 600,000
Saginaw:
Collection on note receivable 191,731 125,047 146,486
Interest income on note receivable 373,718 353,409 462,458
Patsy Lou Buick - GMC, Inc.:
Purchases of automobiles, parts and services 60,519 152,794 31,627
Sales of inventory 63,948 18,808 10,528
A-16
4. INVENTORIES
Inventories at December 31 are summarized as follows:
2003 2002
---------- ----------
Finished products $1,030,140 $ 912,406
Raw materials 451,280 559,604
Other 53,359 50,990
---------- ----------
Total inventories $1,534,779 $1,523,000
========== ==========
5. OTHER ASSETS, CURRENT
Other assets, current at December 31 is summarized as follows:
2003 2002
-------- --------
Prepaid sanction fees $250,000 $250,000
Other 282,033 701,725
-------- --------
Total $532,033 $951,725
======== ========
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31 is summarized as follows:
2003 2002
------------ ------------
Land and improvements $ 3,760,857 $ 3,679,121
Track 1,560,300 2,573,229
Buildings 3,278,442 3,343,853
Condominium units (Note 2) 466,000 466,000
Leasehold improvements 319,899 312,569
Bleachers and fencing 1,656,266 1,699,541
Equipment 7,451,805 7,000,776
Transportation equipment 2,078,672 2,148,839
Furniture and fixtures 695,372 757,433
Tooling 3,985,798 3,495,292
------------ ------------
Total 25,253,411 25,476,653
Less accumulated depreciation and amortization (13,580,161) (13,138,345)
------------ ------------
Property, plant and equipment, net $ 11,673,250 $ 12,338,308
============ ============
A-17
7. OTHER ASSETS, LONG-TERM
Other assets, long-term at December 31 is summarized as follows:
2003 2002
---------- ----------
Rental property $ 75,000 $ 75,000
Land held for development 1,137,460 1,137,460
Land contract receivable 77,458 90,351
Other 4,201 4,201
---------- ----------
Total $1,294,119 $1,307,012
========== ==========
8. LONG-TERM DEBT
Long-term obligations at December 31 consist of the following:
2003 2002
----------- -----------
Note payable to a bank, monthly installments of interest at
7.5% through October 2003, and monthly payments of
principal and interest at 2 1/2% above prime (effective
rate of 6 1/2% at December 31, 2003) through October 2008;
secured by a mortgage on related property $ 485,770 $ --
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets
(paid in full July 2003) -- 100,675
Mortgage payable to a bank, interest at prime
plus 2%, with a floor of 8.0% (effective rate of 8.0% at
December 31, 2003 and 2002) annual principal payments of
$50,000 plus interest due quarterly, through
September 2004; secured by underlying property 50,000 100,000
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 (paid in full May 2003) -- 407,326
Term loans, payable to a finance companies, monthly installments
include interest approximating 8.0% through November 2007,
collateralized by the related transportation equipment 512,002 585,754
----------- -----------
Total 1,047,772 1,193,755
Less current portion (256,578) (662,632)
----------- -----------
Long-term $ 791,194 $ 531,123
=========== ===========
A-18
The scheduled future repayments of long-term obligations at December
31, 2003 are as follows:
2004 $ 256,578
2005 220,472
2006 235,336
2007 237,883
2008 97,503
----------
Total $1,047,772
==========
9. ACCRUED EXPENSES
Accrued expenses at December 31 consist of the following:
2003 2002
-------- ----------
Accrued settlements $ 78,329 $ 312,646
Accrued interest 3,387 7,116
Other 485,766 725,817
-------- ----------
Total $567,482 $1,045,579
======== ==========
10. 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 the profits received as a result of this improper
trading in the amount of $225,000.
Additionally, in October 2001 the Company became aware of improper
trading activity of its common stock through a brokerage account
controlled by Patsy Lou Buick-GMC, Inc., a company wholly owned by
Patsy Lou Williamson, the wife of Donald J. Williamson. In November
2001, the Company's Board of Directors sought and received on behalf of
the Company the total disgorgement of approximately $31,000 of profits
as a result of this trading.
A-19
11. INCOME TAXES
For the years ended December 31, the Company's benefit (expense)
provision for income taxes consists of the following:
2003 2002 2001
---------- ---------- ----------
Current:
Federal $1,408,457 $1,041,595 $ (114,943)
State -- -- --
---------- ---------- ----------
Total current 1,408,457 1,041,595 (114,943)
Deferred
Federal -- -- --
State -- -- --
---------- ---------- ----------
Total deferred -- -- --
Income tax benefit (expense) $1,408,457 $1,041,595 $ (114,943)
========== ========== ==========
The temporary differences which give rise to deferred tax assets and
liabilities at December 31 are as follows:
2003 2002
----------- -----------
Current deferred tax assets:
Allowance for doubtful accounts $ 61,492 $ 71,310
Inventory obsolescence 18,139 13,600
Accrued settlements 26,632 98,600
Other 87,815 73,573
----------- -----------
Total 194,078 257,083
Valuation allowance (194,078) (257,083)
----------- -----------
Total $ -- $ --
=========== ===========
Noncurrent deferred tax assets (liabilities):
Net operating loss carryforwards $ 118,747 $ --
Fixed asset basis differential (466,289) 704,044
Goodwill 955,363 1,039,463
Other 289,355 189,465
----------- -----------
Total 897,176 1,932,972
Valuation allowance (897,176) (1,932,972)
----------- -----------
Total $ -- $ --
=========== ===========
The consolidated income tax provision differs from the amount computed
on pretax income using the U.S. statutory income tax rate for the years
ended December 31, for the following reasons:
A-20
2003 2002 2001
----------- ----------- -----------
Federal income tax at statutory rate $ 74,474 $ 59,102 $ 1,352,730
Nondeductible items 2,766 (5,825) (425)
Valuation allowance 1,098,800 710,334 (1,642,038)
Adjustment to prior years provision 232,417 285,446 178,633
Other -- (7,462) (3,843)
----------- ----------- -----------
Income tax benefit (expense) $ 1,408,457 $ 1,041,595 $ (114,943)
=========== =========== ===========
Effective tax rate 643% 600% 3%
=========== =========== ===========
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002
(the "Act") 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. In connection with the completion of its 2002 consolidated
Federal income tax return, the Company elected to employ certain tax
strategies resulting in the acceleration of deductions for Federal
income tax reporting purposes and increasing the carry back allowed
under the Act. As a result, the valuation reserve on deferred tax
assets was reduced by $1,098,800 during year ending December 31,2003.
A-21
12. COMMITMENTS AND CONTINGENCIES
The Company leases its principal operating facility from a related
party (Note 3). The operating lease requires the Company to pay the
taxes, insurance and maintenance expense related to the leased
property. Minimum future lease payments under noncancelable leases at
December 31, 2003 are summarized as follows:
OPERATING
LEASES
----------
Years ending December 31:
2004 $ 609,763
2005 609,763
2006 607,455
2007 605,147
2008 603,860
Thereafter 550,000
----------
Total $3,585,988
==========
Rent expense, including month to month rentals, was approximately
$601,000, $641,000 and $664,000 for the years ended December 31, 2003,
2002 and 2001, respectively.
The Company made non-refundable deposits during the years ending
December 31, 2003, 2002 and 2001 and entered into various agreements to
purchase land in Mount Morris Township, Michigan in connection with a
proposed plan to develop a sports and entertainment complex. Since
financing for development of the project is not in place, these
deposits have been expensed.
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 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.
13. STOCK OPTIONS
The fair value of the options granted included in the pro forma
calculation in Note 2 is estimated on the date of the grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for the years ended December 31,
2003 2002 2001
-------- -------- --------
Risk free interest rate 4.63% 5.03% 4.66%
Expected life 10 years 10 years 10 years
Expected volatility 103% 101% 88%
Dividend yield 0% 0% 0%
Weighted average grant date fair value $ 3.48 $ 4.88 $ 5.51
A-22
The Company's 1995 Long-Term Incentive Plan allows the issuance of up
to 2,000,000 shares of Common Stock options to key employees, executive
officers and outside directors, and also permits the grant or award of
restricted stock, stock appreciation rights or stock awards. Option
exercise prices are 100% of fair market value on the date of grant and
options generally expire 10 years from the date of grant. The vesting
period for the options is 6 months from the date of grant.
In December 2001, an option holder exchanged 11,620 options for 7,343
shares of common stock. Compensation expense of $59,845 representing
the difference between the exercise price and market value of the
common stock issued on the date of exercise was recorded in selling,
general and administrative expense.
Information with respect to options granted and cancelled for the years
ended December 31, is as follows:
WEIGHTED
AVERAGE
PRICE
SHARES PER SHARE
--------- ---------
Options Outstanding at January 1, 2001 189,970 $ 3.10
Options granted 110,910 $ 6.31
Options exercised (11,620) $ 3.00
---------
Options Outstanding at December 31, 2001 289,260 $ 4.34
Options granted 23,052 $ 5.34
---------
Options Outstanding at December 31, 2002 and 2003 312,312 $ 4.42
=========
Options Exercisable at December 31, 2003 312,312 $ 4.42
=========
Summary information about the Company's stock options outstanding at
December 31, 2003 is as follows:
Weighted
Options Average Remaining Weighted Weighted
Range of Outstanding at Contractual Life Average Options Average
Exercise Prices 12/31/03 (Years) Exercise Price Exercisable Exercise Price
- --------------- -------------- ----------------- -------------- ----------- --------------
$2.00-$3.49 164,900 5.25 $3.04 164,900 $ 3.04
$3.50-$4.99 35,458 6.78 $3.90 35,458 $ 3.90
$5.00-$6.98 111,954 7.83 $6.59 111,954 $ 6.59
- -------------- ------- ---- ----- ------- ------
$2.00-$6.98 312,312 6.35 $4.42 312,312 $ 4.42
============== ======= ==== ===== ======= ======
A-23
14. 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 manufacture and sale of
bedliners and other truck accessories ("Truck Accessories"), and
operation of a multi-purpose motor sports facility in Brainerd,
Minnesota ("Raceway").
The accounting policies of the segments are the same as those described
in Note 2. The Company evaluates performance based on stand-alone
segment operating income. Intersegment sales and transfers, interest
income and expense are not significant. Financial information
segregated by reportable segments is as follows:
2003 2002 2001
------------ ------------ ------------
SALES:
Truck Accessories $ 18,469,741 $ 16,138,148 $ 13,502,296
Raceway 3,992,226 3,232,224 3,315,670
------------ ------------ ------------
Total $ 22,461,967 $ 19,370,372 $ 16,817,966
============ ============ ============
INCOME (LOSS) FROM OPERATIONS:
Truck Accessories $ 1,281,332 $ 1,373,987 $ (1,633,432)
Raceway (1,782,709) (1,835,868) (2,500,715)
------------ ------------ ------------
Total $ (501,377) $ (461,881) $ (4,134,147)
============ ============ ============
IDENTIFIABLE ASSETS:
Truck Accessories $ 14,264,153 $ 13,781,238 $ 15,519,073
Raceway 8,233,455 8,902,696 6,671,168
------------ ------------ ------------
Total $ 22,497,608 $ 22,683,934 $ 22,190,241
============ ============ ============
CAPITAL EXPENDITURES:
Truck Accessories $ 1,111,627 $ 1,166,064 $ 382,836
Raceway 327,687 3,464,052 663,967
------------ ------------ ------------
Total $ 1,439,314 $ 4,630,116 $ 1,046,803
============ ============ ============
DEPRECIATION AND AMORTIZATION:
Truck Accessories $ 1,221,019 $ 1,335,066 $ 1,672,052
Raceway 742,033 727,334 704,563
------------ ------------ ------------
Total $ 1,963,052 $ 2,062,400 $ 2,376,615
============ ============ ============
A-24
All of the Company's identifiable assets are located within the United
States. Net sales are attributed to the geographic areas based on the
location of the customer. The geographic distribution of the Company's
sales is set forth below:
2003 2002 2001
----------- ----------- -----------
United States $21,363,805 $18,026,918 $16,053,264
Foreign 1,098,162 1,343,454 764,702
----------- ----------- -----------
Consolidated $22,461,967 $19,370,372 $16,817,966
=========== =========== ===========
Sales to one customer represented 8% of the Company's sales in 2003 and 11% in
2002. Included in trade accounts receivable at December 31, 2003 and 2002 is
$127,003 and $168,340 respectively due from this customer. No other customer
comprised 10 percent or more of the Company's sales in the three years ended
December 31, 2003.
15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a condensed summary of the Company's unaudited
quarterly results of operations for fiscal 2003 and 2002:
2003 Fiscal Quarters
---------------------------------------------------------------------------
First Second Third Fourth 2003
------------ ------------ ------------ ------------ ------------
Sales $ 4,387,914 $ 5,705,167 $ 7,921,336 $ 4,447,550 $ 22,461,967
Cost of Sales $ 3,600,235 $ 4,783,946 $ 6,610,950 $ 3,661,383 $ 18,656,514
Net (loss) income $ (207,856) $ (119,019) $ 943,767 $ 572,523 $ 1,189,415
Basic and diluted
(loss) earnings per
share $ (0.00) $ (0.00) $ 0.02 $ 0.00 $ 0.02
2002 Fiscal Quarters
---------------------------------------------------------------------------
First Second Third Fourth 2002
------------ ------------ ------------ ------------ ------------
Sales $ 4,281,697 $ 4,625,483 $ 6,693,149 $ 3,770,043 $ 19,370,372
Cost of Sales $ 3,011,632 $ 3,436,744 $ 5,580,591 $ 3,171,801 $ 15,200,768
Net (loss) income $ (280,752) $ 48,078 $ 24,882 $ (55,352) $ (263,144)
Basic and diluted
(loss) earnings per
share $ (0.01) $ 0.00 $ 0.00 $ 0.00 $ (0.01)
A-25
During the fourth quarter of 2001 the Company recorded the following
year-end adjustments which increased the loss from continuing
operations before income tax expense for the following items:
2001
----------
Write-down of carrying value of condominium units held for
rental and sale (Note 2) $1,859,000
Write-off of non-refundable deposits to purchase land (Note 12) $ 222,000
Addition to allowance for doubtful accounts $ 196,000
Recognition of professional fees expense $ 243,000
Increase in accrued settlements $ 75,000
******
A-26
SPORTS RESORTS INTERNATIONAL, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS DEDUCTIONS RECOVERIES
CHARGED TO CHARGED TO WRITE-OFFS
BALANCE COSTS AND TO OTHER AND BALANCE
JANUARY 1 EXPENSES ACCOUNTS DISPOSALS DECEMBER 31
----------- ---------- ---------- ---------- -----------
DOUBTFUL ACCOUNTS AND CASH
DISCOUNTS RESERVES
For the year ended December 31:
2003 210,000 10,000 (39,000) 181,000
2002 598,000 70,000 -- (458,000) 210,000
2001 297,000 367,000 -- (66,000) 598,000
INVENTORY RESERVES
For the year ended December 31:
2003 40,000 13,350 -- -- 53,350
2002 40,000 -- -- -- 40,000
2001 50,000 -- -- (10,000) 40,000
TAX VALUATION ALLOWANCE
For the year ended December 31:
2003 2,190,000 -- -- (1,099,000) 1,091,000
2002 2,900,000 -- -- (710,000) 2,190,000
2001 1,258,000 1,642,000 -- -- 2,900,000
EXHIBIT INDEX
Exhibit
Number Description
2.1 Amended and Restated Asset Purchase Agreement by and between
Colonel's Acquisition Corp. (later renamed AutoLign Manufacturing
Group, Inc.), The Colonel's International, Inc., The Colonel's,
Inc. and Donald J. Williamson dated November 23, 1998. Incorporated
by reference to Appendix A to the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission on
December 7, 1998.
2.2 First Amendment to Amended and Restated Asset Purchase Agreement by
and between AutoLign Manufacturing Group, Inc. (formerly known as
Colonel's Acquisition Corp.), The Colonel's International, The
Colonel's, Inc. and Donald J. Williamson dated December 17, 1998.
Incorporated by reference to Exhibit 2(b) to the Company's Report
on Form 8-K filed with the Securities and Exchange Commission on
December 30, 1998.
2.3 Agreement and Plan of Merger by and among The Colonel's
International, Inc., The Colonel's Rugged Liner, Inc., Rugged
Liner, Inc., Triad Management Group, Inc., Aerocover, Inc., Ground
Force, Inc., and certain shareholders of the foregoing, dated March
13, 1998. Incorporated by reference to Exhibit 2(a) to the
Registrant's Current Report on Form 8-K dated May 8, 1998.
2.4 First Amendment to Agreement and Plan of Merger, by and among The
Colonel's International, Inc., The Colonel's Rugged Liner, Inc.,
Rugged Liner, Inc., Triad Management Group, Inc., Aerocover, Inc.,
Ground Force, Inc., and certain shareholders of the foregoing,
dated April 23, 1998. Incorporated by reference to Exhibit 2(b) to
the Registrant's Current Report on Form 8-K dated May 8, 1998.
3.1 Articles of Incorporation of the Company, as amended. Incorporated
by reference from the Company's report on Form 10-K for the year
ended December 31, 2002.
3.2 Bylaws of the Company, as amended. Incorporated by reference from
Exhibit 3.2 to the Company's Report on Form 10-Q for the period
ended March 31, 1997.
10.1 Sports Resorts International, Inc. 1995 Long-Term Incentive Plan,
as amended to date. Incorporated by reference from the Company's
Report on Form 10-K for the year ended December 31, 2001.
10.2 June 22, 1992 Title Rights Sponsorship Agreement between Champion
Auto Stores, Inc. and National Hot Rod Association, Inc.
Incorporated by reference from Brainerd International, Inc.'s
Registration Statement on Form S-1 (Registration No. 33-055876).
10.3 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's Report on
Form 10-K for the year ended December 31, 2000.
10.4 Amendment to sanction agreement between Brainerd International
Raceway and National Hot Rod Association dated October 27, 1999.
Incorporated by reference from the Company's report on Form 10-K
for the year ended December 31, 2002.
10.5 Extension of sanction agreement between Brainerd International
Raceway and National Hot Rod Association dated April 19, 2002.
Incorporated by reference from the Company's report on Form 10-K
for the year ended December 31, 2002.
10.6 Lease agreement between 620 Platt Road LLC and The Colonel's Truck
Accessories, Inc. Incorporated by reference from the Company's
Report on Form 10-K for the year ended December 31, 2001.
10.7 Lease schedule and agreement between The Colonel's, Inc. and
Comerica Leasing Corporation dated December 27, 1995. Incorporated
by reference from the Company's Report on Form 10-K for the year
ended December 31, 1997.
10.8 Lease schedule and agreement between The Colonel's, Inc. and
Comerica Leasing Corporation dated May 31, 1996. Incorporated by
reference from the Company's Report on Form 10-K for the year ended
December 31, 1997.
10.9 Lease schedule and agreement between The Colonel's, Inc. and
Comerica Leasing Corporation dated November 15, 1996. Incorporated
by reference from the Company's Report on Form 10-K for the year
ended December 31, 1997.
10.10 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp.
dated November 8, 2002. Incorporated by reference from the
Company's report on Form 10-K for the year ended December 31, 2002.
10.11 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp.
dated November 11, 2002. Incorporated by reference from the
Company's report on Form 10-K for the year ended December 31, 2002.
10.12 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated February 14, 2003.
Incorporated by reference from the Company's report on Form 10-Q
for the quarter ended March 31, 2003.
10.13 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated October 31, 2004. (Filed
herewith).
21 Subsidiaries of the Registrant. (Filed herewith).
23 Consent of Grant Thornton LLP. (Filed herewith).
24 Consent of Deloitte & Touche LLP. (Filed herewith).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. (Filed herewith).
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. (Filed herewith).
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. (Filed herewith).
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. (Filed herewith).
99.1 Code of Ethics for Financial Managers. (Filed herewith).
*Commission file number for reports filed pursuant to the Securities Exchange
Act of 1934 is 2-98277(c).