UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended March 31, 2000
------------------
or
[ ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934.
For the transition period from_______________ to_____________
Commission File Number 0-23782
------------------------------------------------------
RENAISSANCE ENTERTAINMENT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1094630
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer incorporation
or organization Identification No.)
275 Century Circle, Suite 102, Louisville, Colorado 80027
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 664-0300
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former Address)
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.
[ X ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 10, 1999, Registrant had 2,144,889 shares of common stock, $.03 Par
Value, outstanding.
INDEX
-------
Page
Number
---------
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Review Report of Independent Certified Public Accountant 3
Balance Sheets as of March 31, 2000 (Unaudited) 4
and December 31, 1999
Statements of Operations for the Three Months
Ended March 31, 2000 and 1999
(Unaudited) 5
Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999
(Unaudited) 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION 12
----------------------------------
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-QSB entitled "Factors That May Affect Future Operating Results," which may
cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form
10-QSB are identified by words such as "believes," "anticipates," "expects,"
"intends," "may," "will" and other similar expressions. However, these words are
not the exclusive means of identifying such statements. In addition, any
statements which refer to expectations, projections or other characterizations
of future events or circumstances are forward-looking statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances occurring subsequent to the filing of this Form 10-QSB with the
Securities and Exchange Commission ("SEC"). Readers are urged to carefully
review and consider the various disclosures made by the Company in this report
and in the Company's other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the Company's
business.
2
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Renaissance Entertainment Corporation
Louisville, Colorado
We have reviewed the accompanying balance sheet of Renaissance Entertainment
Corporation as of March 31, 2000, and the related statements of operations and
cash flows for the three months then ended, in accordance with Statements on
Standards issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Renaissance Entertainment Corporation.
A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
As discussed in the notes to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.
Shumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
May 8, 2000
3
RENAISSANCE ENTERTAINMENT CORPORATION
BALANCE SHEETS
ASSETS
March 31, December 31,
2000 1999
----------------- --------------------
(Unaudited)
Current Assets:
Cash and equivalents $ 455,793 $ 1,049,044
Accounts receivable (net) 14,088 4,951
Inventory 201,493 201,493
Prepaid expenses and other 528,482 259,646
------------------ ------------------
Total Current Assets 1,199,856 1,515,134
Property and equipment, net of accumulated depreciation 4,222,619 4,294,163
Goodwill 456,129 468,798
Other assets 824,672 830,725
------------------ -------------------
TOTAL ASSETS $ 6,703,276 $ 7,108,820
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,705,900 $ 1,720,610
Notes payable, current portion 843,726 854,277
Unearned income 377,788 214,789
------------------ ------------------
Total Current Liabilities 2,927,414 2,789,676
Lease obligation payable 4,032,142 3,987,116
Notes payable, net of current portion 618,338 311,873
Other 40,275 39,675
------------------ -------------------
Total Liabilities 7,618,169 7,128,340
------------------ -------------------
Stockholders' Equity:
Common stock, $.03 par value, 50,000,000 shares authorized, 2,144,889 and
2,144,889 shares issued and outstanding at March 31, 2000 and
December 31, 1999, respectively 64,346 64,346
Additional paid-in capital 9,430,827 9,430,827
Accumulated earnings (deficit) (10,410,066) (9,514,693)
------------------ -------------------
Total Stockholders' Equity (914,893) (19,520)
------------------ -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,703,276 $ 7,108,820
=================== ===================
The accompanying notes are an integral part of the financial statements.
4
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31
2000 1999
REVENUE:
Sales $ 3,144 $ 4,321
Faire operating costs -0- 1,260
---------------- ----------------
Gross Profit 3,144 3,061
---------------- ----------------
OPERATING EXPENSES:
Salaries 338,244 568,220
Depreciation and amortization 87,204 129,718
Other operating expenses 376,843 479,110
---------------- ----------------
Total Operating Expenses 802,291 1,177,048
---------------- ----------------
Net Operating (Loss) Income (799,147) (1,173,987)
---------------- ----------------
Other Income (Expenses):
Interest income 17,239 8,820
Interest (expense) (131,780) (145,068)
Other income (expense) 18,315 8,455
---------------- ----------------
Total Other Income (Expenses) (96,226) (127,793)
---------------- ----------------
Net Income (Loss) before (Provision)
Credit for Income Taxes (895,373) (1,301,780)
(Provision) Credit for Income Taxes -- --
---------------- ----------------
Net Income (Loss) to Common Stockholders $ (895,373) $(1,301,780)
===========
Net Income (Loss) per Common Share $ (0.42) $ (0.62)
================ ==============
Weighted Average Number of Common Shares Outstanding
2,144,889 2,140,644
================ ==============
The accompanying notes are an integral part of the financial statements.
5
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended
March 31,
--------------------------------------
2000 1999
--------- ----------
Cash Flows from Operating Activities:
Net income (Loss) $ (895,373) $(1,301,780)
----------- ------------
Adjustments to reconcile net income (Loss)
to net cash provided by operating
activities:
Depreciation and amortization 87,204 129,718
Gain (loss) on disposal of assets 0 659
(Increase) decrease in:
Accounts Receivable (9,137) (6,094)
Inventory 0 0
Prepaid expenses and other (264,107) (423,831)
Increase (decrease) in:
Accounts payable and accrued expenses (14,710) 454,906
Unearned revenue and other 163,599 262,114
----------- ------------
Total adjustments (37,151) 417,472
----------- ------------
Net Cash Provided by Operating
Activities (932,524) (884,308)
----------- ------------
Cash Flows from Investing Activities:
Acquisition of property and equipment (1,664) (95,315)
----------- ------------
Net Cash (Used in) Investing Activities (1,664) (95,315)
----------- ------------
Cash Flows from Financing Activities:
Common stock issued and additional
paid-in capital 0 2,500
Proceeds from notes payable 350,000 951,746
Principal payments on notes payable (9,063) (31,491)
----------- ------------
Net Cash Provided by Financing Activities 340,937 922,755
----------- ------------
Net Increase (Decrease) in Cash (593,251) (56,868)
Cash, beginning of period 1,049,044 379,336
----------- ------------
Cash, end of period $ 455,793 $322,468
=========== ============
Interest paid $ 131,780 $145,068
=========== ============
The accompanying notes are an integral part of the financial statements.
6
RENAISSANCE ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
March 31, 2000 (Unaudited)
1. UNAUDITED STATEMENTS
The balance sheet as of March 31, 2000, the statements of operations
and the statements of cash flows for the three month periods ended
March 31, 2000 and 1999, have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and changes in financial
position at March 31, 2000 and for all periods presented, have been
made.
These statements should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1999,
filed with the Securities and Exchange Commission.
2. CALCULATION OF EARNINGS (LOSS) PER SHARE
The earnings (loss) per share is calculated by dividing the net income
(loss) to common stockholders by the weighted average number of common
shares outstanding.
3. SHORT-TERM NOTES; SUBSEQUENT EVENT
During the first three months of fiscal 2000, the Company raised
capital in the amount of $350,000 through the issuance of 12%
subordinated promissory notes. The funds were provided by Charles S.
Leavell ($250,000), Chairman of the Board of Directors and one other
investor. The notes were issued in units, each unit consisting of two
promissory notes of equal principal, identical in nature except that
one note is convertible to common stock at a price of $0.30 per share.
Interest is due and payable quarterly and the notes mature August 31,
2001.
4. BASIS OF PRESENTATION - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained operating losses and has a net capital deficiency.
Management is attempting to raise additional capital.
In view of these matters, realization of certain assets in the
accompanying balance sheet is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability to
meet its financial requirements, raise additional capital, and the
success of its future operations.
Management is in the process of attempting to raise additional capital
and reduce operating expenses. Management believes that its ability to
raise additional capital and reduce operating expenses provide an
opportunity for the Company to continue as a going concern.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with the Company's
Financial Statements, including the footnotes for the fiscal period ended
December 31, 1999.
The Company presently owns and produces four Renaissance Faires: the Bristol
Renaissance Faire in Kenosha, Wisconsin, serving the Chicago/Milwaukee
metropolitan region; the Northern California Renaissance Pleasure Faire, serving
the San Francisco Bay and Sacramento metropolitan areas; the Southern California
Renaissance Pleasure Faire in Devore, California serving the greater Los Angeles
metropolitan area; and the New York Renaissance Faire serving the New York City
metropolitan area.
The Renaissance Faire is a re-creation of a Renaissance village, a fantasy
experience transporting the visitor back into sixteenth century England. This
fantasy experience is created through authentic craft shops, food vendors and
continuous live entertainment throughout the day, both on the street and the
stage, including actors, jugglers, jousters, magicians, dancers and musicians.
On January 28, 2000, the Company announced the closure of the Virginia
Renaissance Faire located in Fredericksburg, Virginia. The Virginia Renaissance
Faire has had a negative impact on the Company's cash flow and net income since
its opening. The 250 acres of land on which the Faire was located was purchased
by the Company in July of 1995 for $925,000. Efforts are underway to sell the
property.
The Company has a lease for the 2000 and 2001 Faire seasons to operate the New
York Faire in Sterling Forest. The Company has a one-year lease for the 2000
Faire season to operate the Southern California Faire in Devore. The Company is
presently negotiating a lease for the 2000 season for the Northern California
Faire to be held at the same location used in 1999, near Vacaville. To date the
lease for the Northern California Faire has not been executed and there can he
no assurance that the Company will be successful in obtaining a lease, or that
it will be on terms acceptable to the Company, in time for the 2000 operating
season. It is critical to the financial condition of the Company, that it obtain
long-term leases for its Northern and Southern California Faires and its New
York Faire.
The Company had a working capital deficit of ($1,727,558) as of March 31, 2000.
During the first three months of fiscal 2000, the Company raised capital in the
amount of $350,000 through the issuance of 12% subordinated promissory notes.
The funds were provided by Charles S. Leavell ($250,000), Chairman of the Board
of Directors and one other investor. The notes were issued in units, each unit
consisting of two promissory notes of equal principal, identical in nature
except that one note is convertible to common stock at a price of $0.30 per
share. Interest is due and payable quarterly and the notes mature August 31,
2001. See "LIQUIDITY AND CAPITAL RESOURCES."
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000, COMPARED TO THREE
MONTHS ENDED MARCH 31, 1999
8
The results of operations of the Company for the quarter ended March 31 always
reflect a significant loss, due to the fact that there are no substantial
revenues during this period, while some expenses at each of the Company's Faire
locations continue throughout the year, as do corporate expenses.
Operating expenses decreased $374,757 or 32%, from $1,177,048 in 1999 to
$802,291 in 2000. Salary and wage expense decreased $229,976 or 40% from
$568,220 in 1999 to $338,244 in 2000. Of the decrease in salary and wage
expense, approximately $89,734 or 39% is associated with the closure of the
Virginia Renaissance Faire. Other operating expenses decreased $102,267 or 21%
from $479,110 in 1999 to $376,843 in 2000. Of the decrease in other operating
expenses approximately $47,524 or 46% is associated with the closure of the
Virginia Faire. The remaining decrease in the expense categories is explained in
the implementation, by management, of various cost savings programs in the year
2000 that target expense reductions in all areas of operations. Some of these
cost savings were concentrated in the first quarter of 2000, such as expenses
associated with the layoff of personnel and the restructuring of certain
full-time jobs to a seasonal status.
Depreciation and amortization expense decreased $42,514 or 33% from $129,718 in
1999 to $87,204 in 2000. This decrease is largely the result of the closure of
the Virginia Faire. During the first quarter of 1999, depreciation expense
attributable to the Virginia Faire was $45,000.
As a result of the foregoing, net operating loss (before interest charges and
other income) decreased $374,840 or 32% from a loss of ($1,173,987) for the 1999
period to a loss of ($799,147) for the 2000 period.
Interest income increased $8,419 from $8,820 in 1999 to $17,239 in 2000.
Interest expense decreased $13,288 from $145,068 in 1999 to $131,780 in 2000.
Other income increased $9,860 from $8,455 in 1999 to $18,315 in 2000.
Net loss to common stockholders decreased $406,407 or 31%, from a loss of
($1,301,780) for the 1999 period, to a loss of ($895,373) for the 2000 period.
Finally, net (loss) per common share decreased from a loss of ($.62) for the
1999 period to a loss of ($.42) for the 2000 period, based on 2,140,644 weighted
average shares outstanding during the 1999 period, and 2,144,889 weighted
average shares outstanding during the 2000 period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit widened during the quarter ended March 31,
1999, from ($1,274,542) at December 31, 1999 to ($1,727,558) at March 31, 2000.
The Company's working capital requirements are greatest during the period from
January 1 through May 1, when it is incurring start-up expenses for its first
Faire of the season, the Southern California Faire.
During the first three months of fiscal 2000, the Company raised capital in the
amount of $350,000 through the issuance of 12% subordinated promissory notes.
The funds were provided by Charles S. Leavell ($250,000), Chairman of the Board
of Directors and one other investor. The notes were issued in units, each unit
consisting of two promissory notes of equal principal, identical in nature
except that one note is convertible to common stock at a price of $0.30 per
share. Interest is due and payable quarterly and the notes mature August 31,
2001.
During March of 1999, the Company secured a second mortgage on its Virginia real
estate. The total amount of the loan is $750,000. This loan provides for
interest at 13% per annum. Payments of principal and interest, approximately
$11,500 each month, are due January and July through
9
November 2000. Interest in the amount of $7,262 each month is payable from
February through June 2000. This final payment on the loan is approximately
$627,573 and is due December 31, 2000.
While the Company believes it has adequate capital to fund anticipated
operations for fiscal 2000, it believes it must obtain additional working
capital for future periods.
Reviewing the change in financial position over the quarter, current assets,
largely comprised of cash and prepaid expenses, decreased from $1,515,134 at
December 31, 1999 to $1,199,856 at March 31, 2000, a decrease of $315,278 or
21%. Of these amounts, cash and cash equivalents decreased from $1,049,044 at
December 31, 1999 to $455,793 at March 31, 2000. Accounts receivable increased
from $4,951 at December 31, 1999 to $14,088 at March 31, 2000. Prepaid expenses
(expenses incurred on behalf of the Faires) increased from $259,646 at December
31, 1999 to $528,482 at March 31, 2000.
These costs are expensed once the Faires are operating.
Current liabilities increased from $2,789,676 at December 31, 1999, to
$2,927,414 at March 31, 2000, an increase of $137,738 or 5%. During the quarter,
accounts payable and accrued expenses decreased $14,710 or 1%. Unearned income,
which consists of the sale of admission tickets to upcoming Faires, and deposits
received from craft vendors for future Faires, increased from $214,789 at
December 31, 1999 to $377,788 at March 31, 2000. The revenue is recognized once
the Faires are operating. The Company's increased indebtedness during the
quarter is attributable to the aforementioned $350,000 in long-term financing
raised during the first three months of 2000. This debt was incurred to cover
the Company's operating expenses prior to the opening of the 2000 Faire season.
Stockholders' Equity decreased from ($19,520) at December 31, 1999 to ($914,893)
at March 31, 2000, a decrease of $895,373. This decrease is due to the net loss
incurred during the first quarter.
Although inflation can potentially have an effect on financial results, during
1999 and the first three months of fiscal 2000 it caused no material affect on
the Company's operations, since the change in prices charged by the Company and
by the Company's vendors has not been significant.
The Company has no significant commitment for capital expenses during the fiscal
year ending December 31, 2000.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
In addition to the other information contained in this report, prospective
investors should carefully consider the following factors in evaluating the
Company and its business.
RECENT LOSSES. The Company has incurred operating losses since
fiscal 1995. In addition, the Company incurred a ($895,373) loss for the
quarter ended March 31, 2000. There is no assurance that the Company will
return to profitability in any subsequent period.
NEED FOR ADDITIONAL CAPITAL. The Company had a working capital deficit
of ($1,727,558) as of March 31, 2000. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS." While the Company believes
that it has adequate capital to fund anticipated operations for the balance of
fiscal year 2000, it may need additional capital to sustain operations after
that time. Additional capital may be sought through borrowings or from
additional equity
10
financing. Such additional equity financing may result in additional dilution
to investors. In any case, there can be no assurance that any additional
capital can be satisfactorily obtained if and when required.
POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE. In 1999, the Northern
California Renaissance Pleasure Faire was held on the site of the original Nut
Tree Farm near Vacaville, California under a one-year lease. The Company is
presently negotiating a lease for the 2000 season at the same location. To date
a lease has not been executed and there can he no assurance that the Company
will be successful in obtaining a lease, or that it will be on terms acceptable
to the Company, in time for the 2000 operating season. The Company is seeking a
long-term lease agreement that would provide expense savings, by allowing the
Faire structures to remain in place year-round, and provide the opportunity for
additional income-generating events other than the Renaissance Faire. Should the
Company be unable to operate a Northern Renaissance Faire it could have a
material adverse effect on the Company's business, results of operations and
financial condition.
POSSIBLE RELOCATION OF SOUTHERN CALIFORNIA FAIRE. Since April 1994, the
Company has operated its Southern California Faire in Devore, California. The
site is leased from the San Bernardino County Parks and Recreation Department,
under a one-year lease for the 2000 Faire. The Company is currently negotiating
with the owners of the Devore property regarding long-term use of this property.
The Company believes that it either needs to obtain a long-term lease for the
current site or relocate the Faire to another site for which a long-term lease
would be available. This would allow the Company to construct permanent
structures on the site and significantly reduce setup costs for this Faire. As
of the date of this report, the Company has not entered into a long-term lease
for the current site and there can be no assurance that it will be able to do
so.
COMPETITION. The Company faces significant competition from numerous
organizations throughout the country which offer Renaissance Faires and other
entertainment events, including amusement parks, theme parks, local and county
fairs and festivals, some of which possess significantly greater resources than
the Company, and in many cases, greater expertise and industry contacts. The
Company estimates that there are currently 20 major Renaissance Faires produced
each year. In addition, the Company estimates that there are 100 minor
Renaissance Faire events held throughout the United States each year, ranging in
duration from one day to two weekends.
LACK OF TRADEMARK PROTECTION. Because of the large number of existing
Renaissance Faires, the Company is not able to rely upon trademark or service
mark protection for the name "Renaissance Faire." As a result, there is no
protection against others using the name "Renaissance Faire" for the production
of entertainment events similar to those produced by the Company. The Company's
own Faires could be negatively impacted by association with substandard
productions.
PUBLIC LIABILITY AND INSURANCE. As a producer of a public entertainment
event, the Company has exposure for claims of personal injury and property
damage suffered by visitors to the Faires. To date, the Company has experienced
only minimal claims, which it has been able to resolve without litigation. The
Company maintains comprehensive liability insurance which it considers to be
adequate against this risk; however, there can be no assurance that a
catastrophic event or claim which could result in damage or liability in excess
of this coverage will not occur.
DEPENDENCE UPON VENDORS. A substantial portion of the Company's
revenues generated at each Faire is derived from arrangements that the Company
has with vendors who construct
11
elaborate booths at the Faires and sell a variety of food, crafts and
souvenirs. This arrangement consists of either a fixed rental paid by the
vendors to the Company, or a percent of revenues. In either case, the success
of a Faire is dependent upon the Company's ability to attract responsible
vendors who sell high quality goods.
SEASONALITY. The Company's Renaissance Faires are located in
traditionally seasonal areas which attract the greatest number of visitors
during the warm weather months in the spring, summer, and early fall. Unless the
Company acquires or develops additional Faire sites in areas which are
counter-seasonal to the present sites located in temperate climates, the
Company's revenues and income will be highly concentrated in the six months
ended September 30th of each year.
DEPENDENCE UPON WEATHER. Each Renaissance Faire operated by the Company
is scheduled for a finite period, typically consecutive weekends during a seven
to nine-week period, which are determined substantially in advance in order to
facilitate advertising and other promotional efforts. The success of each Faire
is directly dependent upon public attendance, which is directly affected by
weather conditions. While each of the Company's Faires are open, rain or shine,
poor weather, or even the forecast of poor weather, can result in substantial
declines in attendance and, as a result, loss of revenues. Further, as the
Renaissance Faires are outdoor events, they are vulnerable to severe weather
conditions that can cause damage to the Faire's infrastructure and buildings, as
well as injuries to patrons and employees. Risks associated with the weather are
beyond anyone's control, but have a direct and material impact upon the relative
success or failure of a given Faire.
LICENSING AND OTHER GOVERNMENTAL REGULATION. For each Faire operated by
the Company, it is necessary for the Company to apply for and obtain permits and
other licenses from local governmental authorities controlling the conduct of
the Faire, service of alcoholic beverages, service of food, health, sanitation,
and other matters at the Faire sites. Each governmental jurisdiction has its own
regulatory requirements that can impose unforeseeable delays or impediments in
preparing for a Faire production. While the Company has been able to obtain all
necessary permits and licenses in the past, there can be no assurance that
future changes in governmental regulation or the adoption of more stringent
requirements may not have a material adverse impact upon the Company's future
operations.
FAIRE SITES. The Company currently has leases, for the Southern
California Faire, Bristol Renaissance Faire, and the New York Faire sites. The
terms and conditions of each lease will vary by location, and to a large extent,
are beyond the control of the Company. Further, there can be no assurance that
the Company will be able to continue to lease existing Faire sites on terms
acceptable to the Company, or be successful in obtaining other sites on
favorable locations. The Company's dependence upon leasing Faire sites creates a
substantial risk of fluctuation in the Company's operations from year to year.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
12
Item 2. CHANGES IN SECURITIES
See Note 13 of the Notes to the Financial Statements and
Management's Discussion and Analysis of Financial Condition
and Results of Operations for information regarding issuance
of 12% subordinated notes consisting of two promissory notes
of equal principal, identical in nature except that one note
is convertible to common stock. These securities were issued
without registration under the Securities Act of 1933 in
reliance upon Section 4(2) of the Act. No underwriters were
involved in the issuance of these securities.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company was not required to file a report on Form 8-K
during the quarter ended March 31, 2000.
Exhibit 10.19 Form of Subordinated Subscription and
Purchase Agreement for 2000, including
A Note and Convertible B Note.
Exhibit 27. Financial Data Schedule
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RENAISSANCE ENTERTAINMENT CORPORATION
Dated: May 10, 2000 /s/ Charles S. Leavell
-------------------- -----------------------------------------
Charles S. Leavell, Chief Executive and
Chief Financial Officer
/s/ Sue E. Brophy
-----------------------------------------
Sue E. Brophy, Chief Accounting Officer
14