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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 September 30, 2001
[ ] 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 (I.R.S. employer identification no.)
incorporation or organization)
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 October 4, 2001: 48,355,610
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements required under Item 1 of Part I are set forth in
Appendix A to this Report on Form 10-Q and are herein incorporated by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors". Such risk factors include: concentration of stock ownership,
relationship 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.
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.
-2-
THE COLONEL'S BRAINERD INTERNATIONAL RACEWAY, INC. CBIR operates a motor sports
facility located approximately nine 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 eventually include a coliseum, domed
stadium, hotel, theme restaurant, and a combined gas station, convenience and
souvenir store, and would have 130 acres of parking.
2 FOR 1 STOCK SPLIT. On July 9, 2001, our Board of Directors declared a 2 for 1
stock split payable to shareholders of record on August 9, 2001. In order to
effectuate the stock split, the Company obtained the consent of the majority
shareholders to amend the Company's articles of incorporation to increase the
number of authorized shares of common stock from 35,000,000 to 70,000,000. The
stock split was paid on September 6, 2001. All share and per share data in the
condensed financial statements in Appendix A has been restated to reflect the
split.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $8,472,000 at December 31, 2000
to $9,320,000 at September 30, 2001. This increase primarily related to a
$748,000 increase in trade accounts receivable and a $1,804,000 increase in
assets held for sale, offset by a $880,000 decrease in cash and a $512,000
decrease in inventory. Our consolidated current liabilities decreased from
$4,000,000 at December 31, 2000 to $3,631,000 at September 30, 2001. This
decrease primarily relates to $275,000 decrease in accounts payable.
Cash decreased by $880,000 from the year end 2000 to September 30, 2001
primarily due to cash generated in operating activities offset by capital
expenditures of $818,000 and debt repayments of $928,000.
Accounts receivable-trade increased by approximately $748,000 from $784,000 as
of December 31, 2000 to $1,532,000 at September 30, 2001, due to normal
increased sales activity for CTA associated with the third quarter of 2001, as
compared to the fourth quarter of 2000, as well as approximately $211,000 owed
to CBIR by a sanctioning body for an event held in the third quarter of 2001.
During 2000 and the first nine months of 2001, we paid certain expenses on
behalf of affiliated entities. The amount to be reimbursed at September 30, 2001
was $1,054,000.
Federal income taxes receivable relate to net operating losses eligible for
carryback to 1998. The balance at September 30, 2001 represents the amount due
per our Federal income tax return as filed, compared to our estimate of such
amount at December 31, 2000.
-3-
Note receivable - related party at September 30, 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.
Inventories decreased by approximately $512,000 between December 31, 2000 and
September 30, 2001, from $1,796,000 to $1,284,000 primarily as a result of
increased sales activity for operations associated with the third quarter of the
year, as compared to sales in the fourth quarter of 2000 and an overall
reduction in bedliners produced due to the anticipated slow down in sales in the
fourth quarter of 2001.
Assets held for sale of $2,328,000 and $524,000 at September 30, 2001 and
December 31, 2000 respectively are comprised of condominium townhouses at CBIR's
facility in Brainerd Minnesota.
Other assets-current decreased $366,000, from $788,000 at December 31, 2000 to
$422,000 at September 30, 2001, primarily due to the amortization of prepaid
sanction fees of $250,000 associated with an event held at CBIR in the third
quarter of 2001, and amounts received relative to the sale of miscellaneous
non-productive assets recorded at December 31, 2000.
Net property, plant and equipment decreased by approximately $2,487,000 from
$12,087,000 at December 31, 2000 to $9,600,000 at September 30, 2001 due to
fixed asset additions of $409,000 offset by the reclassification of $1,395,000
from construction in progress related to a twelve unit condominium townhouse at
CBIR to assets held for sale and depreciation for the period of $1,496,000.
Leasehold improvements, land improvements, furniture and fixtures, molds, and
tooling comprised additions during the period.
Goodwill decreased by approximately $290,000 from $1,518,000 at December 31,
2000 to $1,228,000 at September 30, 2001 as a result of normal amortization
expense over a seven-year period.
Other assets-long term increased $136,000 from $1,807,000 at December 31, 2000
to $1,943,000 at September 30, 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 $275,000 from $1,526,000 at December
31, 2000 to $1,251,000 at September 30, 2001 due to a reduction in material
purchases for bedliner production and available cash to pay amounts owed.
Accrued expenses decreased by $149,000 from $1,280,000 at December 31, 2000 to
$1,131,000 at September 30, 2001, primarily due to the payment of amounts for
leased retail store operations.
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 $150,000, 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 nine-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,
-4-
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 available cash, cash flows from operations
and the collection of accounts and 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.
RESULTS OF OPERATIONS
Our revenues were $6,081,000 in the three months ended September 30, 2001,
compared to $6,773,000 in the same period of 2000. The $692,000 decrease in 2001
was primarily due to the sale of our retail store operations in 1999 and 2000.
Revenue from retail store operations was $724,000 in the third quarter of 2000.
Revenues were $13,722,000 and $18,930,000 for the nine month periods ending
September 30, 2001 and 2000, respectively for the same reason. Revenue from
retail store operations was $5,459,000 for the nine month period ending
September 30, 2000.
Cost of sales were $4,893,000 and $5,156,000 for the quarters ended September
30, 2001 and 2000 respectively or 80% and 76% as a percentage of revenue. The
absolute decrease in cost of sales is primarily attributable to the sale of
retail store operations. Cost of sales were $10,996,000 and $16,114,000 for the
nine month periods ended September 30, 2001 and 2000 respectively for the same
reason as described above, and additionally were benefited by the consolidation
of the bedliner manufacturing operations of our former subsidiary, The Colonel's
Rugged Liner, Inc. ("CRL") with CTA's Owosso, Michigan facility in the second
quarter of 2000. Cost of sales as a percentage of revenue were 80% and 85% for
the nine month periods ending September 30, 2001 and 2000 respectively.
Selling, general and administrative expenses were $1,535,000 and $1,769,000 for
the quarters ended September 30, 2001 and 2000, respectively, or as a percentage
of revenues, 25% and 26%, 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. Selling, general and administrative expenses were $3,732,000
and $5,275,000 for the nine month periods ending September 30, 2001 and 2000
respectively or as a percentage of revenues 27% and 28% for the same reasons.
There was no significant gain or loss on the disposal of assets in 2001. Net
gain on disposal of assets was $1,590,000 for the quarter ended September 30,
2000 and $1,638,000 for the nine month period ending September 30, 2000 and is
comprised principally of a gain of $1,873,000 related to the sale of the
Company's Tecumseh, Michigan facility offset by losses related to the total loss
of the Company's aircraft, the sale of retail store operations and the sale of
unused production equipment.
Interest expense in the third quarter of 2001 decreased by $32,000 from the
third quarter of 2000 primarily due to the reduction of outstanding debt.
Interest expense in the nine month period ending September 30, 2001 decreased by
$502,000 from the same period in 2000 for the same reason in addition to
interest and penalties of $417,000 in 2000 associated with the late payment of
the Company's 1998 Federal income taxes.
Interest income in the third quarter of 2001 decreased by $132,000 from the
third quarter of 2000 primarily due to interest earned on a land contract
related to the sale of the Company's headquarters in 2000. Interest income in
the nine month period ending September 30, 2001 decreased by $65,000 from the
same period in 2000 for the same reason offset by changes in interest earned on
notes receivable related party and a reduction in excess cash available for
investment purposes.
-5-
We ceased leasing portions of our Tecumseh, Michigan facility due to its sale in
the second quarter of 2000. Net rental income was $33,000 and $17,000 for the
quarters ended September 30, 2001 and 2000 respectively, and $95,000 and
$162,000 for the nine month periods ending September 30, 2001 and 2000
respectively.
RISK FACTORS
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest which is not necessarily the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN TWO SHAREHOLDERS, WHICH ARE
ABLE TO EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST
OF ALL OF OUR SHAREHOLDERS
Donald and Patsy Williamson own approximately 97.3% of our issued and
outstanding shares of common stock. Accordingly, Donald and Patsy Williamson are
able to control the election of directors and all other matters which are
subject to a vote of shareholders. This concentration of ownership may have the
effect of delaying or preventing a change of control of Sports Resorts
International, Inc. even if this change of control would benefit all of the
shareholders.
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operations need 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, the current term of our sanctioning agreement ends
on December 31, 2002. In the event the sanctioning agreement is not extended, it
is likely that our results of operations would be adversely affected.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and maintain effective
marketing programs, the number and location of our competitors and general
market and economic conditions.
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.
-6-
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 Mt. Morris Township, Michigan. We are currently evaluating various
financing alternatives, which may include the issuance of either debt or equity
to fund the development costs of this complex. When additional capital is
needed, there is no assurance that it can be obtained on terms acceptable to us.
If we cannot obtain sufficient capital to develop the complex we may not be able
to implement our business plan.
OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES
There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.
OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA
Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We only sell
our truck accessories in the United States and as result we are solely dependent
on the health and vitality of the U. S. economy for our success. There can be no
assurance that production of pickup trucks will not decline in the future or
that we will be able to fully utilize our manufacturing capacity. Economic
factors adversely affecting truck sales and production and consumer spending
could adversely impact our sales and operating results.
OUR TRUCK ACCESSORIES BUSINESS FACES STRONG COMPETITION WHICH COULD AFFECT OUR
SALES AND PROFIT MARGINS
We compete for sales of bedliners and other truck accessories against a number
of companies. Many of these companies are larger, have greater market
recognition and substantially greater financial, technical, marketing,
distribution and other resources than we have. While product quality is an
important factor, price is also very important to our customers. We attempt to
manufacture a high quality product which is cost competitive. We have faced and
will continue to face additional competition from new entrants into our markets.
We cannot be certain that we will be able to compete successfully with existing
or new competitors.
-7-
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
September. In the event that adverse weather conditions curtail attendance at
any of our races, it could have a material adverse affect on our results of
operations.
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
petroleum prices. We do not have any long-term supply contracts and do not use
any hedging techniques to manage the costs of plastic resin. In the event
petroleum prices increase, we may be unable to pass the increased raw material
costs on to our customers which could adversely affect our results of
operations. In addition, we attempt to control our labor costs. In the event
that the cost of labor increases and we are unable to pass such increased labor
costs to our customers, our results of operations could be adversely affected.
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 141 "Business Combinations". SFAS
No. 141 standardizes the accounting for business combinations by requiring that
all business combinations be accounted for by using the purchase method and
modifies the recognition criteria for identification of intangible assets
acquired in a business combination. This statement is effective for all business
combinations initiated after September 30, 2001.
In July 2001, the FASB also issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangibles. SFAS No. 142 requires testing of goodwill
annually for impairment and requires that goodwill and other intangibles with
infinite lives not be amortized as required by previous guidance. The Company's
annual goodwill
-8-
amortization is approximately $388,000. This statement is required to be adopted
by the Company on January 1, 2002.
Management has not assessed the impact of these accounting pronouncements on the
Company's financial position and results of operations.
SEGMENT REPORTING
For a discussion of the Company's business segments, see Note 14 to the
condensed financial statements included in Appendix A.
DISGORGEMENT OF TRADING PROFITS
During the quarter ending June 30, 2001, the Company became aware that one of
its officers, William Singleterry, 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 has sought and has received the
disgorgement of any profits that Mr. Singleterry received as result of his
improper trading. During the quarter ending June 30, 2001, Mr. Singleterry paid
the Company $208,126 which was credited to paid in capital. In July 2001, Mr.
Singleterry paid the Company $16,926, satisfying this matter in its entirety.
Additionally, in October 2001 the Company became aware of improper trading
activity of its common stock through a brokerage account controlled by Patsy Lou
Williamson 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 $36,000 of profits as a result of this trading.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under "Market Risk Disclosure" in Item 2 above.
-9-
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In previous filings, the Company has disclosed that as a result of the crash of
an airplane owned by the Company in August 2000, claims have been made against
the Company. Recently, a claim involving the estate of one of the pilots was
successfully settled. A second claim, filed March 12, 2001, is currently in
litigation. The claimant in the second claim is seeking $10 million in damages
against the Company. A third claim, of an undisclosed amount, has been made by
the estate of another crewmember and is also in litigation. In addition to the
above claims, there exists the potential of at least one or more additional
claims against the Company. In the opinion of Company management and outside
legal counsel, who have conducted a thorough review of case settlements and
verdicts in the State of Michigan, it is expected that all claims concerning the
crash cumulatively should fall within the $25 million per occurrence coverage
limits under the Company's insurance policy. However, there can be no assurance
that the Company's insurance will be adequate to satisfy all the claims
concerning the crash.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 19, 2001 the Company held its 2001 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 confirm the appointment
of Deloitte & Touche LLP as the Company's independent auditors for the current
fiscal year.
Three candidates nominated by management were reelected by the shareholders to
serve as Directors of the Company with terms ending in 2004. The following sets
forth the results of the voting with respect to each candidate (there were no
broker non-votes on this matter):
Name of Candidate Shares Voted For Shares Voted Against Authority Withheld
- ----------------- ---------------- -------------------- ------------------
Ted M. Gans 47,264,678 0 3,414
Donald R. Gorman 47,264,678 0 3,414
Donald J. Williamson 47,264,658 0 3,434
J. Daniel Frisina and Ronald J. Rolak remained as Directors with terms ending in
2002. Maureen C. Cronin and Eric Hipple remained as directors with terms ending
in 2003. Thus, the expiration dates of the Directors' current terms of office
are as follows:
Director Year Term Expires
-------- -----------------
J. Daniel Frisina 2002
Ronald J. Rolak 2002
Maureen C. Cronin 2003
Eric Hipple 2003
Ted M. Gans 2004
Donald R. Gorman 2004
Donald J. Williamson 2004
The following sets forth the results of the voting with respect to the proposal
to confirm the appointment of Deloitte & Touche LLP as the Company's independent
auditors for the current fiscal year (there were no broker non-votes on this
proposal):
Shares Voted For 47,267,578
----------
Shares Voted Against 54
----------
Authority Withheld 460
----------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
-10-
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: October __, 2001 By: /s/ Gregory T. Strzynski
---------------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and Principal
Accounting and Financial Officer of the
Registrant)
-11-
APPENDIX A
A-1
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
September 30, December 31,
2001 2000
(unaudited)
----------------- ----------------
ASSETS
CURRENT ASSETS:
Cash $ 1,685,893 $ 2,566,036
Accounts receivable:
Trade (net of allowance for doubtful accounts of $297,000
at September 30, 2001 and December 31, 2000) 1,532,180 784,501
Related party (Note 2) 1,054,325 837,767
Note receivable - related party (Note 2) 134,173 146,486
Federal income taxes receivable (Note 10) 879,254 1,028,564
Inventories (Note 4) 1,283,657 1,796,335
Assets held for sale (Note 5) 2,328,335 524,259
Other 422,081 788,484
------------- ----------------
Total current assets 9,319,898 8,472,432
PROPERTY, PLANT, AND EQUIPMENT - Net 9,600,166 12,086,938
(Notes 6 and 7)
OTHER ASSETS:
Note receivable - related party (Note 2) 4,773,675 4,875,301
Goodwill (Net of accumulated amortization of $1,722,000
and $1,432,000 at September 30, 2001, and
December 31, 2000, respectively) 1,227,668 1,517,937
Other 1,943,107 1,806,601
------------- ----------------
Total other assets 7,944,450 8,199,839
TOTAL ASSETS $ 26,864,514 $ 28,759,209
============= ================
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
September 30, December 31,
2001 2000
(unaudited)
------------------ ------------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7) $ 1,248,743 $ 1,194,814
Accounts payable 1,250,907 1,525,661
Accrued expenses (Note 8) 1,131,443 1,279,613
------------------ ------------------
Total current liabilities 3,631,093 4,000,088
LONG-TERM DEBT (Note 7) 896,432 1,878,785
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,355,610 shares issued
and outstanding (Note 12) 483,556 483,556
Additional paid-in-capital (Note 9) 5,565,613 5,340,561
Retained earnings 16,287,820 17,056,219
------------------ ------------------
Total shareholders' equity 22,336,989 22,880,336
------------------ ------------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 26,864,514 $ 28,759,209
================== ==================
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ending Three Months Ending
September 30 September 30
--------------------------------- --------------------------------
2001 2000 2001 2000
--------------- -------------- -------------- -------------
SALES $ 13,722,133 $ 18,929,794 $ 6,080,812 $ 6,772,664
COST OF SALES 10,995,547 16,114,214 4,892,802 5,156,124
------------ ------------ ------------ ------------
GROSS PROFIT 2,726,586 2,815,580 1,188,010 1,616,540
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,731,685 5,275,007 1,535,340 1,768,933
NET GAIN ON DISPOSAL
OF ASSETS (Note 3) 12,435 1,638,369 -- 1,590,419
------------ ------------ ------------ ------------
(LOSS) INCOME
FROM OPERATIONS (992,664) (821,058) (347,330) 1,438,026
OTHER INCOME(EXPENSE):
Interest expense (162,776) (664,333) (40,775) (72,456)
Interest income 427,768 493,074 109,149 240,958
Net rental income 94,507 162,215 33,368 17,325
Other 14,076 36,604 7,925 756
------------ ------------ ------------ ------------
Other income, net 373,575 27,560 109,667 186,583
(LOSS) INCOME BEFORE
INCOME TAX
(EXPENSE) BENEFIT (619,089) (793,498) (237,663) 1,624,609
INCOME TAX
(EXPENSE) BENEFIT (Note 10) (149,310) 271,694 (149,310) (499,743)
------------ ------------ ------------ ------------
NET (LOSS) INCOME $ (768,399) $ (521,804) $ (386,973) $ 1,124,866
============ ============ ============ ============
BASIC AND DILUTED (LOSS)
EARNINGS PER SHARE
(Note 12) $ (0.02) $ (0.01) $ (0.01) $ 0.02
============ ============ ============ ============
WEIGHTED AVERAGE
COMMON SHARES 48,355,610 48,655,270 48,355,610 48,355,610
============ ============ ============ ============
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ending
September 30,
-------------------------------------
2001 2000
-------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (768,399) $ (521,804)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,786,107 2,000,823
Gain on sale of property and equipment (12,435) (1,638,369)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (964,237) (117,553)
Inventories 512,678 2,001,500
Other 229,897 78,383
Accounts payable (274,754) (2,432,708)
Accrued expenses (148,170) (51,369)
Income taxes receivable/payable 149,310 (4,004,770)
-------------- ----------------
Net cash provided by (used in) operating activities 509,997 (4,685,867)
-------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and construction of assets held for sale (818,198) (2,389,587)
Proceeds from disposal of property and equipment 17,491 7,975,700
Proceeds from sale of store operations -- 1,074,514
Proceeds from sale of Rugged Liner assets -- 361,700
Payments received on notes receivable-related party 113,939 1,487,646
-------------- ----------------
Net cash (used in) provided by investing activities (686,768) 8,509,973
-------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (160,286) (169,637)
Principal payments on obligations under capital leases (768,138) (706,372)
Disgorgement of trading profits (Note 9) 225,052 --
-------------- ----------------
Net cash (used in) financing activities (703,372) (876,009)
-------------- ----------------
NET (DECREASE) INCREASE IN CASH (880,143) 2,948,097
-------------- ----------------
CASH, BEGINNING OF PERIOD 2,566,036 1,069,338
-------------- ----------------
CASH, END OF PERIOD $ 1,685,893 $ 4,017,435
============== ================
(Continued)
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ending
September 30,
----------------------------------
2001 2000
---------------- ----------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 177,204 $ 442,053
============= =============
Cash paid during the period for taxes $ -- $ 3,729,000
============= =============
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES:
Sale of Rugged Liner assets, net of cash received (Note 11)
Property, plant and equipment $ 459,399
Accrued expenses (392,621)
Goodwill 586,218
Inventory 1,257,590
Trade accounts receivable 167,813
Deferred tax assets 568,052
Common stock redeemed (3,405)
Paid in capital (2,325,997)
Other 44,651
-------------
Net cash proceeds from sale $ 361,700
=============
(concluded)
A-6
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 BASIS OF PRESENTATION
Effective March 8, 2001 The Colonel's International, Inc. began
doing business under the assumed name of Sports Resorts
International, Inc. The Company received the written consent of its
majority shareholders to amend its articles of incorporation and
legally changed its name on April 16, 2001. The Company changed its
name to reflect the increasing prominence of the sports and leisure
segment of its business.
The financial information included herein is unaudited; however
such information reflects all adjustments (consisting solely of
normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the results of
operations, financial position and cash flows for the periods
presented.
Interim results of operations are not necessarily indicative of the
results expected for the full year.
All share and per share data has been restated to conform with the
2 for 1 stock split paid on September 6, 2001, as described in Note
12.
NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standard ("SFAS") No. 141 "Business Combinations". SFAS
No. 141 standardizes the accounting for business combinations by
requiring that all business combinations be accounted for by using
the purchase method and modifies the recognition criteria for
identification of intangible assets acquired in a business
combination. This statement is effective for all business
combinations initiated after September 30, 2001.
In July 2001, the FASB also issued SFAS No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 addresses financial
accounting and reporting for acquired goodwill and other
intangibles. SFAS No. 142 requires testing of goodwill annually for
impairment and requires that goodwill and other intangibles with
infinite lives not be amortized as required by previous guidance.
The Company's annual goodwill amortization is approximately
$388,000. This statement is required to be adopted by the Company
on January 1, 2002.
Management has not assessed the impact of these accounting
pronouncements on the Company's financial position and results of
operations.
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
A-7
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
current at September 30, 2001 and is secured by a mortgage and
personal guarantee.
Accounts Receivable
During 2000 and the first nine months of 2001, the Company paid
certain expenses on behalf of affiliated entities. The amount
outstanding at September 30, 2001 was approximately $1,054,000.
Note 3 SALE OF TECUMSEH HEADQUARTERS
In June 2000, the Company sold its headquarters located at 5550
Occidental Highway, Tecumseh, Michigan, which consisted of
approximately 150 acres and the buildings and improvements thereon
for approximately $6 million. A gain of approximately $1.9 million
was recognized in the quarter ended September 30, 2000 and is
included in net gain on disposal of assets.
Note 4 INVENTORIES
Inventories are summarized as follows:
September 30, December 31,
2001 2000
(unaudited)
----------------- -----------------
Finished products $ 767,707 $ 1,109,251
Raw materials 515,950 687,084
----------------- -----------------
Total inventories $ 1,283,657 $ 1,796,335
================= =================
Note 5 ASSETS HELD FOR SALE
During 2000 and 2001, the Company built a total of eighteen
condominium units at its CBIR facility in Brainerd, Minnesota.
These units are fully furnished and are included in assets held for
sale with a carrying value of approximately $2,328,000 and $524,000
at September 30, 2001 and December 31, 2000, respectively.
A-8
Note 6 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
September 30, December 31,
2001 2000
(unaudited)
------------------- ------------------
Land and improvements $ 2,746,680 $ 2,611,658
Track 1,903,123 1,903,123
Buildings 1,824,484 1,842,043
Leasehold improvements 294,280 86,325
Bleachers & fencing 1,661,631 1,661,631
Equipment (including equipment under capital lease) 6,651,117 6,737,659
Transportation equipment 1,266,505 1,221,086
Furniture & fixtures 707,183 698,132
Tooling 3,265,542 3,169,235
Construction in progress -- 1,394,965
------------------- ------------------
Total 20,320,545 21,325,857
Less accumulated depreciation (10,720,379) (9,238,919)
------------------- ------------------
Net property, plant and equipment $ 9,600,166 $ 12,086,938
=================== ==================
Construction in progress at December 31, 2000 consists of a
twelve-unit condominium townhouse with room for retail space at
CBIR. The condominiums were completed in the third quarter of 2001
and are included in assets held for sale. (Note 5)
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 Company made a
second non-refundable payment of $25,000 in October 2001 to extend
the required closing date of this purchase agreement to February of
2002. In January and February 2001 the Company made a total of
$80,000 in non-refundable deposits and entered into various
agreements with four to six month terms to purchase adjacent real
estate. In June and July 2001 the various agreements were extended
for additional periods of four to six months for an additional
$80,000. The payments to extend the agreements are also
non-refundable.
A-9
Note 7 LONG TERM DEBT
Long-term obligations consist of the following:
September 30, December 31,
2001 2000
(unaudited)
-------------------- ------------------
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets $ 201,350 $ 302,025
Mortgage payable to a bank, interest at the bank's prime
rate plus 2% (effective rate of 8.0% and 11.5% at September
30, 2001 and December 31, 2000 respectively) annual principal
payments of $50,000 plus interest due quarterly, through
September 2004; secured by underlying property 150,000 200,000
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 6) 1,793,825 2,561,963
Other -- 9,611
-------------------- ------------------
Total 2,145,175 3,073,599
Less current portion (1,248,743) (1,194,814)
-------------------- ------------------
Long-term $ 896,432 $ 1,878,785
==================== ==================
Note 8 ACCRUED EXPENSES
Accrued expenses consist of the following:
September 30, December 31,
2001 2000
(unaudited)
-------------------- ------------------
Accrued settlements $ 453,376 $ 454,500
Accrued interest 58,531 72,959
Other 619,536 752,154
-------------------- ------------------
Total $ 1,131,443 $ 1,279,613
==================== ==================
Note 9 DISGORGEMENT OF TRADING PROFITS
During the quarter ending June 30, 2001, the Company became aware that
one of its officers had engaged in trading in the stock of the Company
that was not in compliance with Section 16 of the Securities Exchange
Act of 1934. As a result, the Company has sought and has received the
disgorgement of the profits received as a result of this improper
trading. During the quarter ending June 30, 2001, the Company received
$208,126 which was credited to paid in capital. In July 2001, the
Company received $16,926, satisfying this matter in its entirety.
Additionally, in October 2001 the Company became aware of improper
trading activity of its common stock through a brokerage account
controlled by Patsy Lou Williamson Buick-GMC,
A-10
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 $36,000 of profits as a result of this
trading.
Note 10 INCOME TAXES
Federal income taxes receivable relate to net operating losses
eligible for carryback to 1998. In September 2001, the Company filed
its 2000 Federal income tax return resulting in an adjustment of
approximately $149,000 for timing differences which were not
deductible in 2000 for which a valuation allowance was provided.
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 11 COMMON STOCK REDEEMED/SALE OF CRL ASSETS TO INTERNATIONAL
LINER
On September 22, 2000, but effective as of May 1, 2000, the Company
sold certain inventory, property, plant and equipment, and accounts
receivable to International Liner, a corporation controlled by Mark
German, the Company's former President. In exchange for these
assets, International Liner paid the Company $361,700 in cash and
Mr. German and the other former shareholders of the Rugged Liner
Companies surrendered 681,042 shares of the Company's Common Stock.
The Company wrote-off goodwill of approximately $586,000 associated
with assets sold. No gain or loss was recorded as a result of this
transaction.
Note 12 (LOSS) EARNINGS PER SHARE/STOCK SPLIT
Basic (loss) earnings per share was based upon the weighted average
number of shares outstanding. Diluted (loss) earnings per share
assumes the exercise of common stock options when dilutive.
Therefore, basic and diluted (loss) earnings per share are the same.
On July 9, 2001, the Company's Board of Directors declared a 2 for 1
stock split payable to shareholders of record on August 9, 2001. In
order to effectuate the stock split, the Company obtained the consent
of the majority shareholders to amend the Company's articles of
incorporation to increase the number of authorized shares of common
stock from 35,000,000 to 70,000,000. The stock split was paid on
September 6, 2001. All share and per share data in these condensed
financial statements has been restated to reflect the stock split.
Note 13 CONTINGENCIES
On December 17, 1998 the Company sold substantially all of the assets
used in its former bumper production operations. The sale consisted
of substantially all inventory, machinery and equipment, accounts
receivable and prepaid items. The purchaser also assumed certain
liabilities such as accounts payable and purchase commitments. On
September 13, 2000, the Company received notice of an indemnity claim
by the purchaser for approximately $866,000,
A-11
net of deductibles and offsetting amounts owed to the Company.
Management is investigating the claim and contesting its merit.
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 intent to sublease
the facility. The landlord has been awarded possession of the
property and is seeking damages of an undisclosed amount. The Company
is vigorously defending this matter.
As a result of the crash of an airplane owned by the Company in
August 2000, claims have been made against the Company. One claim
involving the estate of one of the pilots has been successfully
settled. A second claim, filed March 12, 2001, is currently in
litigation. The claimant in the second claim is seeking $10 million
in damages against the Company. A third claim, of an undisclosed
amount, has been made by the estate of another crewmember and is also
in litigation. In addition to the above claims, there exists the
potential of at least one or more additional claims against the
Company. In the opinion of Company management and outside legal
counsel, who have conducted a thorough review of case settlements and
verdicts in the State of Michigan, it is expected that all claims
concerning the crash cumulatively should fall within the $25 million
per occurrence coverage limits under the Company's insurance policy.
However, there can be no assurance that the Company's insurance will
be adequate to satisfy all the claims concerning the crash.
Note 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").
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision-maker, or decision making
group, in deciding how to allocate resources and assessing
performance. The Company's chief operating decision-maker is its
Chief Executive Officer.
The Company evaluates performance based on stand-alone product
segment operating income. Intersegment sales and transfers, interest
income and expenses are not significant.
Financial information segregated by reportable product segment is as
follows:
A-12
Nine Months Ending Three Months Ending
September 30 September 30
(unaudited) (unaudited)
----------------------------------- ------------------------------------
2001 2000 2001 2000
---------------- ---------------- ---------------- ----------------
Sales:
Truck
Accessories $ 10,466,311 $ 15,700,982 $ 3,221,087 $ 3,860,425
Raceway 3,255,822 3,228,812 2,859,725 2,912,239
------------ ------------ ------------ ------------
Total $ 13,722,133 $ 18,929,794 $ 6,080,812 $ 6,772,664
============ ============ ============ ============
(Loss) Income
From Operations:
Truck
Accessories $ (722,712) $ (331,419) $ (621,822) $ 1,140,581
Raceway (269,952) (489,639) 274,492 297,445
------------ ------------ ------------ ------------
Total $ (992,664) $ (821,058) $ (347,330) $ 1,438,026
============ ============ ============ ============
A-13