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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Formerly The Colonel's International, Inc.)
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
951 AIKEN ROAD, OWOSSO, MICHIGAN 48867
(Address of principal executive offices) (Zip code)
(989) 725-8354
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of May 1, 2001: 24,177,805
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements required under Item 1 of Part I are set forth in
Appendix A to this Report on Form 10-Q and are herein incorporated by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated from the forward-looking statement depending on various "risk
factors." The risk factors include economic conditions, competition, failure to
effectively manage mergers, acquisitions, dispositions and diversification into
other lines of business, increased cost of raw materials, the need for
additional financing and/or capital 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.
BACKGROUND
We are a Michigan corporation and a holding company with two active wholly owned
subsidiaries. We have no independent operations of our own, however, we provide
various administrative functions for our operating subsidiaries. The Colonel's
Truck Accessories, Inc. ("CTA"), and The Colonel's Brainerd International
Raceway, Inc. (formerly named Brainerd International Raceway, Inc.) ("CBIR") are
our two operating subsidiaries. Our subsidiaries operate in two segments, truck
accessories and sports and entertainment.
THE COLONEL'S TRUCK ACCESSORIES, INC. CTA manufactures and sells pickup truck
bedliners and tailgate covers through a distributor network. Truck bedliners are
plastic inserts that are placed in the rear beds of pickup trucks to protect the
paint and structural integrity of the bed. CTA manufactures approximately 90
different bedliners.
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THE COLONEL'S BRAINERD INTERNATIONAL RACEWAY, INC. CBIR operates a motor sports
facility located approximately six miles northwest of Brainerd, Minnesota.
Substantially all of CBIR's revenues are obtained from motor sports racing
events at the racetrack. CBIR schedules racing and other events held at the
racetrack during weekends in May through September of each year.
NAME CHANGE/DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. Effective March 8,
2001 we began doing business under the assumed name of Sports Resorts
International, Inc. On March 12, 2001, we changed our ticker symbol on the
Nasdaq Small-Cap Market from "COLO" to "SPRI". We received written consent from
a majority of our shareholders and legally changed our name on April 16, 2001.
We changed our name to reflect the increasing prominence of the sports and
leisure segment of our business.
We are proposing the development of a new sports and entertainment complex (the
"Complex") to be located on approximately 340 acres northeast of I-75 and Mount
Morris Road in Mount Morris Township, Genesse County, Michigan. This project is
in the development stage. The Complex would include a coliseum, domed stadium,
hotel, theme restaurant, and a combined gas station, convenience and souvenir
store, and would have 130 acres of parking.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets decreased from $8,472,000 at December 31, 2000
to $7,961,000 at March 31, 2001. This decrease primarily related to a $330,000
decrease in inventory and a $704,000 decrease in cash offset by a $619,000
increase in trade accounts receivable. Our consolidated current liabilities
increased from $3,938,000 at December 31, 2000 to $4,001,000 at March 31, 2001.
This increase primarily relates to a $114,000 decrease in accounts payable,
offset by an increase in accrued expenses of $160,000.
Cash decreased by $704,000 from the year end 2000 to March 31, 2001 primarily
due to capital expenditures of $451,000 and debt repayments of $254,000.
Accounts receivable-trade increased by approximately $619,000 from $784,000 as
of December 31, 2000 to $1,403,000 at March 31, 2001, due to normal increased
sales activity associated with the first quarter, as compared to the fourth
quarter.
During 2000 and the first quarter of 2001, we paid certain expenses on behalf of
affiliated entities. The amount to be reimbursed at March 31, 2001 was $851,000.
A Federal income tax receivable of $1,029,000 was recorded in 2000 and relates
to net operating losses eligible for carryback to 1998.
Note receivable - related party at March 31, 2001 is comprised of a note, which
is secured by a mortgage and personal guarantee from the majority shareholder
and requires monthly principal and interest payments. The January and February
2001 installments were paid after the end of the first quarter. The March
installment has not been paid.
Inventories decreased by approximately $330,000 between December 31, 2000 and
March 31, 2001, from $1,796,000 to $1,466,000, primarily as a result of normal
increased sales activity associated with first quarter operations, as compared
to sales in the fourth quarter.
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Net assets held for sale of $524,000 at March 31, 2001 and December 31, 2000 are
comprised of a six-unit condominium townhouse at CBIR's facility in Brainerd
Minnesota.
Other assets-current decreased $123,000, from $788,000 at December 31, 2000 to
$665,000 at March 31, 2001, primarily due to amounts received relative to the
sale of miscellaneous non-productive assets. These amounts were outstanding at
December 31, 2000.
Net property, plant and equipment decreased by approximately $47,000 from
$12,087,000 at December 31, 2000 to $12,040,000 at March 31, 2001 due to fixed
asset additions of $447,000 offset by depreciation for the period of $494,000.
Leasehold improvements, furniture and fixtures, molds, tooling and the
construction of a twelve-unit condominium townhouse at CBIR comprised additions
during the period.
Goodwill decreased by approximately $97,000 from $1,518,000 at December 31, 2000
to $1,421,000 at March 31, 2001 as a result of normal amortization expense over
a seven-year period.
Other assets-long term increased $94,000 from $1,807,000 at December 31, 2000 to
$1,901,000 at March 31, 2001 primarily as a result of payments made for option
agreements on the purchase of land to develop the Complex.
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $114,000 from $1,526,000 at December
31, 2000 to $1,412,000 at March 31, 2001 due to available cash to pay amounts
owed to vendors.
Accrued expenses increased by $160,000 from $1,217,000 at December 31, 2000 to
$1,377,000 at March 31, 2001, primarily due to advance ticket sales of $258,000
at CBIR, offset by a decrease in other accrued expenses of $98,000.
OUTSTANDING LOANS
CBIR entered into a term loan in August 1999 in the amount of $403,000. This
loan is secured by a permanent grandstand addition and requires annual principal
payments of $100,675, plus 9% interest, through 2003. CBIR also has a term loan
of $200,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate and a single principal payment of $50,000
per year through 2004.
In 1995, we leased $2,689,000 of equipment under a six-year equipment
lease agreement that includes an option to purchase the equipment for $1.00 upon
expiration of the lease term. The payment amounts under the lease represent
principal payments, with interest at rates between 7.5 and 8.75 percent. In
1996, we leased additional equipment in the amount of $3,744,000
structured in the same manner as noted above.
We believe that we will be able to satisfy our ongoing cash requirements for the
next 12 months and thereafter with cash flows from operations and the collection
of notes receivable outstanding from the majority shareholder and related
entities, supplemented by borrowing arrangements or additional public capital
that will be necessary to fund the development of the proposed sports and
entertainment Complex.
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RESULTS OF OPERATIONS
Our revenues were $3,630,000 in the three months ended March 31, 2001, compared
to $6,555,000 in the same period of 2000. The $2,925,000 decrease in 2001 was
primarily due to the sale of our retail store operations in 1999 and 2000.
Revenue from retail store operations was $2,659,000 in the first quarter of
2000. CBIR traditionally has little revenue during the first quarter as the
racing season doesn't begin until May each year.
Cost of sales were $2,939,000 and $5,676,000 for the quarters ended March 31,
2001 and 2000 respectively or 81% and 87% as a percentage of revenue. The
decrease in cost of sales is primarily attributable to the sale of retail store
operations and the consolidation of the bedliner manufacturing operations of our
former subsidiary, The Colonel's Rugged Liner, Inc. ("CRL") with CTA's Owosso,
Michigan facility during 2000.
Selling, general and administrative expenses were $1,138,000 and $1,953,000 for
the quarters ended March 31, 2001 and 2000, respectively, or as a percentage of
revenues, 31% and 30%, respectively. The overall decrease in expense is
primarily due to the sale of retail store operations. Additionally, we
consolidated most of our administrative functions into our Owosso, Michigan
facility in 2000.
Net gain on disposal of assets was $12,000 and $50,000 for the quarters ended
March 31, 2001 and 2000 respectively and is primarily related to unused
transportation and production equipment.
Interest expense in the first quarter of 2001 decreased by $28,000 from the
first quarter of 2000 due to the reduction of outstanding debt.
Interest income in the first quarter of 2001 increased by $62,000 from the first
quarter of 2000 primarily due to excess cash available for investment purposes
and interest earned on note receivable related party.
We ceased leasing portions of our Tecumseh, Michigan facility and sold it during
the third quarter of 2000. Net rental income was $24,000 and $120,000 for the
quarters ended March 31, 2001 and 2000 respectively.
RISK FACTORS
INTEREST RATE CHANGES
Other than the term loans described above, and the other items described in Note
6 to the consolidated financial statements included in Appendix A, we currently
have no borrowings outstanding. If 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. If this rate changes there could be an adverse effect on the
Company's cash flow and profits.
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:
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diversion of management's attention;
failure to retain key personnel or clients of an acquired business;
difficulties transitioning operations to accommodate new businesses or
activities;
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.
ECONOMIC CONDITIONS MAY AFFECT OUR OPERATIONS
Our success and profitability is directly dependent on the success and
profitability of CTA and CBIR. The operations of CTA and CBIR are materially
dependent upon and sensitive to the economy of their market areas. Adverse
economic developments can impact new truck purchases, consumer spending for
truck accessories and the level of consumer spending for entertainment
activities among other things that could impact our economic welfare. No
assurance can be made that future economic changes will not have a significant
adverse effect on us.
WE OPERATE IN HIGHLY COMPETITIVE MARKETS
CTA and CBIR operate in highly competitive markets. CTA faces competition from a
variety of enterprises that produce truck accessories including many with
substantially greater financial resources and name recognition. We have faced
and will continue to face additional competition from new entrants into CTA's
markets. Each of these competitive factors may limit our ability to increase
prices commensurate with increases in labor costs and material costs, which
could result in reduced margins. We cannot be certain that we will be able to
compete successfully with existing or new competitors.
In addition to the competitive risks faced by CTA, CBIR faces additional
competition from other entertainment providers. Further, CBIR faces risks
related to weather and seasonality that are not experienced by CTA. There can be
no assurance that these competitive factors will not have a significant adverse
effect on us.
INCREASED COST OF RAW MATERIALS COULD AFFECT OUR PROFITABILITY
CTA uses various raw materials and chemical resins to manufacture its products.
We rely solely on our suppliers and do not use hedging or other derivative
instruments to mitigate our exposure to such risks. In the event the cost of
such raw materials and resins increase, our profitability could be adversely
affected.
NEED FOR ADDITIONAL CAPITAL
Recently, we announced our intention to develop the Complex. We anticipate that
we will be unable to generate sufficient internal funds to finance the
development of the Complex. Therefore, we anticipate that we will need to raise
additional capital. In the event credit markets or public capital markets are
not available to us, we may be forced to limit, postpone or cancel capital
expenditures and plans for the development of the Complex.
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RELIANCE ON NHRA CONTRACT
Our contract with the NHRA for the national race at the CBIR race facility is
critical to the track. The track obtains 60% of its sales and 70% of its profit
from this race. The loss of the national race with the NHRA could adversely
affect CBIR's operations.
RELIANCE ON MANAGEMENT
We operate using a very small management group. The sudden loss of one of the
key managers could have an adverse affect on our operations.
EFFECTS OF INFLATION
We believe that the relatively moderate inflation rate over the last few years
has not had a significant impact on our operations. We do not expect inflation
to have any near-term material effect on the sales of our products, although
there can be no assurance that such an effect will not occur in the future.
NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No.133", as amended in June 2000 by
"SFAS No. 138"). SFAS No. 133 standardizes the accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, by recognition of these items as assets and liabilities in the
statement of financial position and measurement at fair value. We adopted this
statement effective January 1, 2001, as required. The impact of SFAS No. 133 on
our financial position and results of operations was not material.
SEGMENT REPORTING
For a discussion of our business segments, see Note 12 to the consolidated
financial statements included in Appendix A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under "Market Risk Disclosure" in Item 2 above.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No material legal proceedings occurred during the first quarter of 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 6, 2001, we submitted a consent resolution to our majority
shareholders, the holders of approximately 98% of the outstanding voting stock.
The purpose of the consent resolution was to amend our articles of incorporation
to change our name from The Colonel's International, Inc. to Sports Resorts
International, Inc. The majority shareholders adopted the resolution and notice
of the consent resolution was mailed to shareholders on March 26, 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit
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3.i.1 Articles of Incorporation of the Registrant.
3.i.2 Certificate of Amendment to the Articles of Incorporation of the
Registrant.
(b) Reports on Form 8-K. We filed the following reports on Form
8-K during the quarter ended March 31, 2001:
Form 8-K
Filing
Date Description
- -------- -----------
January 26, 2001 Press release dated January 26, 2001
February 28, 2001 Press release dated February 28, 2001
March 14, 2001 Press release dated March 9, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPORTS RESORTS INTERNATIONAL, INC.
Dated: May 15, 2001 By: /s/ Gregory T. Strzynski
--- -------------------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and Principal Accounting
and Financial Officer of the Registrant)
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APPENDIX A
A-1
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SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2001 2000
(unaudited) (audited)
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ASSETS
CURRENT ASSETS:
Cash $ 1,862,253 $ 2,566,036
Accounts receivable:
Trade (net of allowance for doubtful accounts of $297,000
at March 31, 2001 and December 31, 2000) 1,403,158 784,501
Related party (Note 2) 850,750 837,767
Note receivable - related party (Note 2) 159,587 146,486
Federal income taxes receivable (Note 9) 1,028,564 1,028,564
Inventories (Note 3) 1,466,570 1,796,335
Net assets held for sale (Note 4) 524,259 524,259
Other 665,370 788,484
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Total current assets 7,960,511 8,472,432
PROPERTY, PLANT, AND EQUIPMENT - Net 12,039,694 12,086,938
(Notes 5 and 6)
OTHER ASSETS:
Note receivable - related party (Note 2) 4,842,098 4,875,301
Goodwill (Net of accumulated amortization of $1,529,000
and $1,432,000 at March 31, 2001, and
December 31, 2000, respectively) 1,421,185 1,517,937
Other 1,900,780 1,806,601
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Total other assets 8,164,063 8,199,839
TOTAL ASSETS $ 28,164,268 $ 28,759,209
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A-2
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SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2001 2000
(unaudited) (audited)
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LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 6) $ 1,212,401 $ 1,194,814
Accounts payable 1,412,001 1,525,661
Accrued expenses (Note 7) 1,376,745 1,217,213
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Total current liabilities 4,001,147 3,937,688
LONG-TERM DEBT (Note 6) 1,607,050 1,878,785
LONG-TERM PORTION OF DEFERRED
COMPENSATION 49,400 62,400
SHAREHOLDERS' EQUITY
Common stock: 35,000,000 shares authorized
at $0.01 par value, 24,177,805 shares issued
and outstanding at March 31, 2001
and December 31, 2000 241,778 241,778
Additional paid-in-capital 5,582,339 5,582,339
Retained earnings 16,682,554 17,056,219
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Total shareholders' equity 22,506,671 22,880,336
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TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 28,164,268 $ 28,759,209
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A-3
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SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
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2001 2000
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SALES $ 3,629,896 $ 6,554,884
COST OF SALES 2,939,216 5,675,697
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GROSS PROFIT 690,680 879,187
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,137,929 1,952,671
NET GAIN ON DISPOSAL OF ASSETS 12,227 49,860
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LOSS FROM OPERATIONS (435,022) (1,023,624)
OTHER INCOME (EXPENSE):
Interest expense (63,120) (91,194)
Interest income 97,768 36,218
Net rental income 24,302 119,798
Other 2,407 33,023
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Other income, net 61,357 97,845
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LOSS BEFORE INCOME TAX BENEFIT (373,665) (925,779)
INCOME TAX BENEFIT (Note 9) - 259,218
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NET LOSS $ (373,665) $ (666,561)
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BASIC AND DILUTED
LOSS PER SHARE (Note 10) $ (0.02) $ (0.03)
A-4
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SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
-------------------------------
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (373,665) $ (666,561)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 590,687 711,898
Gain on disposal of property and equipment (12,227) (49,860)
Changes in assets and liabilities that (used) provided cash:
Accounts receivable (631,640) 361,206
Inventories 329,765 776,114
Other 15,935 (294,664)
Accounts payable (113,660) (219,828)
Accrued expenses 159,532 (31,345)
Income taxes receivable/payable - (1,759,219)
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Net cash used in operating activities (35,273) (1,172,259)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (451,155) (254,354)
Proceeds from disposal of property and equipment 16,691 339,500
Proceeds from sale of store operations - 450,331
Payments received on notes receivable-related party 20,102 81,441
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Net cash (used in) provided by investing activities (414,362) 616,918
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (3,172) (11,752)
Principal payments on obligations under capital leases (250,976) (153,009)
------------ -----------
Net cash used in financing activities (254,148) (164,761)
------------ -----------
DECREASE IN CASH (703,783) (720,102)
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CASH, BEGINNING OF PERIOD 2,566,036 1,069,338
------------ -----------
CASH, END OF PERIOD $ 1,862,253 $ 349,236
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Continued
A-5
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SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
--------------------------------
2001 2000
--------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 55,479 $ 65,522
=========== ============
Cash paid during the period for taxes $ - $ 1,500,000
=========== ============
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES:
Increase in accrued expenses for future share redemption
$ - $ 538,468
=========== ============
(concluded)
A-6
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SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 BASIS OF PRESENTATION
Effective March 8, 2001 The Colonel's International, Inc. began
doing business under the assumed name of Sports Resorts
International, Inc. The Company received the written consent of its
majority shareholders to amend its articles of incorporation and
legally changed its name on April 16, 2001. The Company changed its
name to reflect the increasing prominence of the sports and leisure
segment of its business.
The financial information included herein is unaudited; however
such information reflects all adjustments (consisting solely of
normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the results of
operations, financial position and cash flows for the periods
presented.
The results of operations for the three months ended March 31, 2001
are not necessarily indicative of the results expected for the full
year.
RECLASSIFICATIONS - Certain 2000 amounts have been reclassified to
conform to the 2001 presentation.
Note 2 RELATED PARTY TRANSACTIONS
Note Receivable
During the first quarter of 1999, a note receivable from South
Saginaw LLC, a company owned by Donald J. Williamson, the Company's
Chief Executive Officer and majority shareholder, of $5,200,000 was
established. The note requires monthly payments of $43,496,
including interest at 8.0%, through February 2005, at which time
the unpaid balance is due. The note is secured by a mortgage and
personal guarantee. The January and February 2001 installments were
paid after the end of the first quarter. The March installment has
not been paid.
Accounts Receivable
During 2000 and the first quarter of 2001, the Company paid certain
expenses on behalf of affiliated entities. The amount outstanding
at March 31, 2001 was approximately $851,000.
Note 3 INVENTORIES
Inventories are summarized as follows: March 31, December 31,
2001 2000
(unaudited) (audited)
------------- ---------------
Finished products $ 916,357 $ 1,109,251
Raw materials 550,213 687,084
------------ -------------
Total inventories $ 1,466,570 $ 1,796,335
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A-7
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Note 4 NET ASSETS HELD FOR SALE
During 2000, the Company built a six-unit condominium townhouse at its
CBIR facility in Brainerd, Minnesota. These units are fully furnished
and are included in net assets held for sale with a carrying value of
approximately $524,000.
Note 5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
March 31, December 31,
2001 2000
(unaudited) (audited)
---------------- ---------------
Land and improvements $ 2,611,658 $ 2,611,658
Track 1,903,120 1,903,123
Buildings 1,843,144 1,842,043
Leasehold improvements 250,907 86,325
Bleachers & fencing 1,661,631 1,661,631
Equipment (including equipment under capital lease) 6,615,145 6,737,659
Transportation equipment 1,222,077 1,221,086
Furniture & fixtures 745,263 698,132
Tooling 3,225,542 3,169,235
Construction in progress 1,683,527 1,394,965
--------------- --------------
Total 21,762,014 21,325,857
Less accumulated depreciation (9,722,320) (9,238,919)
--------------- --------------
Net property, plant and equipment $ 12,039,694 $ 12,086,938
=============== ==============
Construction in progress consists of a twelve-unit condominium
townhouse with room for retail space at CBIR.
In October 2000, the Company made a non-refundable deposit of $25,000
and entered into an agreement to purchase land in Mount Morris
Township, Michigan in connection with a proposed plan to develop a
sports and entertainment complex. The agreement requires closure by
October 2001. In January and February 2001 the Company paid a total of
$80,000 and entered into various option agreements with four to six
month terms to purchase adjacent real estate. The various options can
be extended for additional periods of four to six months for an
additional $80,000. The option payments are non-refundable.
A-8
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Note 6 LONG TERM DEBT
Long-term obligations consist of the following:
March 31, December 31,
2001 2000
unaudited) (audited)
-------------- --------------
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets $302,025 $ 302,025
Mortgage payable to a bank, interest at the bank's prime
rate plus 2% (effective rate of 10% and 11.5% at March 31, 2001
and December 31, 2000 respectively)
annual principal payments of $50,000 plus interest due quarterly,
through September 2004; secured by underlying property 200,000 200,000
Capital lease obligations through December 2002;
monthly installments include interest at rates between
7.5% and 8.75%, collateralized by the related machinery
and equipment (Note 5) 2,310,987 2,561,963
Other 6,439 9,611
------------ -----------
Total 2,819,451 3,073,599
Less current portion (1,212,401) (1,194,814)
----------- -----------
Long-term $ 1,607,050 $ 1,878,785
=========== ===========
Note 7 ACCRUED EXPENSES
Accrued expenses consist of the following: March 31, December 31,
2001 2000
(unaudited) (audited)
--------------- ---------------
Accrued settlements $ 453,376 $ 454,500
Accrued interest 80,600 72,959
Advance ticket sales 257,575 -
Other 585,194 689,754
------------- ------------
Total $ 1,376,745 $ 1,217,213
============= ============
Note 8 NET GAIN ON DISPOSAL OF ASSETS
Net gain on disposal of assets was approximately $12,000 and $50,000
for the quarters ended March 31, 2001 and 2000 respectively and is
primarily related to unused transportation and production equipment. A
loss of $5,000 related to the sale of retail store operations is also
included in net gain on disposal of assets for the first quarter of
2000. The sale of retail store operations was completed in the fourth
quarter of 2000. Revenues from retail store operations were
approximately $2,659,000 in the first quarter of 2000.
A-9
19
Note 9 INCOME TAXES
A Federal income tax receivable of $1,028,564 was recorded in 2000
related to net operating losses eligible for carryback to 1998.
The Company provides for deferred income taxes under the asset and
liability method, whereby deferred income taxes result from temporary
differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in
taxable or deductible amounts in the future. Such deferred income tax
asset and liability computations are based on enacted tax laws and
rates applicable to periods in which the differences are expected to
affect taxable income. A valuation allowance is established to reduce
deferred income tax assets to the amount expected to be realized.
Note 10 LOSS PER SHARE
Basic loss per share was based upon the weighted average number of
shares outstanding. Diluted loss per share assumes the exercise of
common stock options when dilutive. The weighted average number of
common shares were 24,177,805 and 24,518,326 at March 31, 2001 and
2000 respectively. Due to the small number of potentially dilutive
shares, there was a de minimus effect on loss per share. Therefore,
basic and diluted loss per share are the same.
Note 11 LITIGATION
No material legal proceedings occurred during the first quarter of
2001.
Note 12 SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that
offer different products and services. The business units have been
divided into two reportable segments: the manufacturing and sale of
bedliners and other truck accessories ("Truck Accessories"), and
operation of a multi-purpose motor sports facility in Brainerd,
Minnesota ("Raceway").
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision-maker, or decision making
group, in deciding how to allocate resources and assessing
performance. The Company's chief operating decision-maker is its Chief
Executive Officer.
The Company evaluates performance based on stand-alone product segment
operating income. Intersegment sales and transfers, interest income
and expenses are not significant.
A-10
20
Financial information segregated by reportable product segment is as
follows:
Three Months Ending
March 31
(unaudited)
------------------------------------
2001 2000
-------------- --------------
Sales:
Truck Accessories $ 3,586,340 $ 6,516,332
Raceway 43,556 38,552
------------- -------------
Total $ 3,629,896 $ 6,554,884
============= =============
Loss from Operations:
Truck Accessories $ (140,315) $ (597,335)
Raceway (294,707) (426,289)
------------- -------------
Total $ (435,022) $ (1,023,624)
============= =============
A-11
21
Exhibit Index
Exhibit No. Description
- ---------- -----------
3.i.1 Articles of Incorporation of the Registrant.
3.i.2 Certificate of Amendment to the Articles of
Incorporation of the Registrant.