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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, 2002
[ ] 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
incorporation or organization) 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, 2002: 48,362,953
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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,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."
All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
CRITICAL ACCOUNTING POLICIES
A summary of our critical accounting policies is presented beginning on page 10
of our 2001 Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 29, 2002. There have been no material changes in our
accounting policies followed by us during fiscal 2002 except for those changes
described in "Cumulative Effect of Accounting Change for Goodwill" below.
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
2
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.
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 October of each year.
NAME CHANGE/DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. In order to reflect
the increasing prominence of the sports and leisure segment of our business,
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 SmallCap Market from "COLO" to "SPRI". We received written consent
from a majority of our shareholders and legally changed our name on April 16,
2001.
During 2001, we proposed the development of a new sports and entertainment
complex (the "Complex") to be located on approximately 340 acres northeast of
I-75 and Mount Morris Road in Mount Morris Township, Genesse County, Michigan.
This project is in the development stage. We have received zoning and site plan
approval for development of the site. Final approval is subject to review by the
Mount Morris Township Planning Board. The Complex could eventually include a
coliseum, domed stadium, hotel, theme restaurant, and a combined gas station,
convenience and souvenir store, along with 130 acres of parking. To date, we
have not been able to obtain the necessary funding for this project and are
currently evaluating our options. If we cannot obtain sufficient capital to
develop the complex we will need to consider an alternative plan.
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 $4,908,000 at December 31, 2001
to $5,707,000 at March 31, 2002. This increase is primarily related to a
$239,000 increase in trade accounts receivable and a $699,000 increase in
Federal income taxes receivable offset by a $150,000 decrease in cash. Our
consolidated current liabilities increased from $3,851,000 at December 31, 2001
to $4,052,000 at March 31, 2002. This increase primarily relates to a $186,000
increase in accounts payable and an increase in accrued expenses of $117,000.
Cash decreased by $150,000 from the year end 2001 to March 31, 2002 primarily
due to cash generated in operating activities of $736,000 offset by capital
expenditures of $164,000, debt repayments of $272,000 and net advances to
related parties of $495,000.
3
Accounts receivable-trade increased by approximately $239,000 from $875,000 as
of December 31, 2001 to $1,114,000 at March 31, 2002, due to normal increased
sales activity associated with the first quarter, as compared to the fourth
quarter.
Federal income taxes receivable of $1,613,000 at March 31, 2002 relate to net
operating losses eligible for carryback. On March 9, 2002, the Job Creation and
Worker Assistance Act of 2002 was enacted which extended the carryback period
for net operating losses from two years to five years. Based on this new
legislation, we will carryback approximately $1,642,000 of net operating losses
for which there was a valuation allowance. In addition, we will realize the tax
benefit of certain deferred taxes for which there was a valuation allowance. The
tax benefit of the carryback and change in the valuation allowance was recorded
in the first quarter of fiscal 2002 as SFAS No. 109, "Accounting for Income
Taxes", requires the impact of new tax legislation to be recorded in the period
in which the legislation is enacted. The balance of $914,000 at December 31,
2001 represents the amount due per our Federal income tax return as filed.
Note receivable - related party at March 31, 2002 is comprised of a note, which
is secured by a subordinated mortgage and personal guarantee from the majority
shareholder and requires monthly principal and interest payments.
Net property, plant and equipment decreased by approximately $186,000 from
$1,455,000 at December 31, 2001 to $9,441,000 at March 31, 2002 due to fixed
asset additions of $164,000 offset by depreciation for the period of $504,000.
Equipment, molds and tooling comprised additions during the period.
LIABILITIES AND EQUITY
Accounts payable increased by approximately $186,000 from $1,269,000 at December
31, 2001 to $1,455,000 at March 31, 2002 due to increased material purchases to
support increased production and sales volumes in the first quarter of 2002.
Accrued expenses increased by $117,000 from $1,311, 000 at December 31, 2001 to
$1,428,000 at March 31, 2002, primarily due to advance ticket sales of $217,000
at CBIR, offset by a decrease in accrued legal settlements due to the payment of
$114,000 to settle an outstanding indemnity claim.
During 2001 and the first quarter of 2002, we paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson, our Chief Executive
Officer and majority shareholder. These expenses are predominately for the use
of a common payroll processing service as well as a pro rata share of general
insurance coverage. Additionally, we advanced $604,000 on behalf of Mr.
Williamson for construction costs related to a convenience store and gas station
being built adjacent to our CBIR facility in Brainerd, Minnesota. Upon
completion, later in fiscal 2002, Mr. Williamson intends to transfer the
facility to us, at which time the advances would be offset. The total amount
outstanding at March 31, 2002 and December 31, 2001 was $1,991,000 and
$1,496,000 respectively, which is to be reimbursed to us by the affiliated
entities.
OUTSTANDING LOANS
We entered into a term loan in August 1999 in the amount of $403,000. This loan
is secured by a permanent grandstand addition and requires annual principal
payments of $100,675, plus 9% interest, through 2003. We also have a term loan
of $150,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate, subject to a minimum rate of 8% and a
single principal payment of $50,000 per year through 2004.
4
In 1995, we leased $2,689,000 of equipment under a lease agreement that includes
an option to purchase the equipment for $1.00 upon expiration of the lease term.
The payment amounts under the lease represent principal payments, with interest
at rates between 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
operating activities for the next twelve months and thereafter with available
cash, cash flows from operations and the collection of our Federal income tax
refunds and advances and notes receivable outstanding from the majority
shareholder and related entities. Borrowing arrangements or additional public
capital will be necessary to fund the proposed sports and entertainment complex,
which we have been unable to obtain to date.
RESULTS OF OPERATIONS
Our revenues were $4,282,000 in the three months ended March 31, 2002 compared
to $3,543,000 in the same period of 2001. Revenues attributable to CTA were
$4,253,000 and $3,500,000 for the quarters ended March 31, 2002 and 2001,
respectively. The $753,000 increase in CTA's revenue was primarily attributable
to the addition of new distributors as well as customer incentives offered in
the first quarter of 2002. CBIR traditionally has little revenue in the first
quarter as the racing season does not begin until May each year. CBIR's revenues
were $29,000 and $43,000 for the quarters ended March 31, 2002 and 2001
respectively.
Cost of sales were $3,012,000 and $2,848,000 for the quarters ended March 31,
2002 and 2001 respectively or 70% and 80% as a percentage of revenue. Cost of
sales attributable to CTA were $2,703,000 and $2,623,000 for the quarters ended
March 31, 2002 and 2001 respectively or 63% and 75% as a percentage of revenue.
The decrease in costs of sales is primarily attributed to efficiencies
experienced with higher production volumes as well as more favorable material
costs. Gross profit for CTA was 37% of sales for the first quarter of 2002 and
25% of sales for the first quarter of 2001. Cost of sales attributable to CBIR
were $309,000 and $225,000 for the quarters ended March 31, 2002 and 2001
respectively.
Selling, general and administrative expenses were $1,130,000 and $1,142,000 for
the quarters ended March 31, 2002 and 2001 respectively, or 26% and 32% as a
percentage of revenues. Selling, general and administrative expenses attributed
to CTA were $983,000 and $1,034,000 for the quarters ended March 31, 2002 and
2001 respectively. The decrease in expense as a percentage of revenue is due to
their relatively fixed nature as compared to the increase in sales. Included in
selling, general and administrative expense for the first quarter of 2001 is
goodwill amortization expense of $82,000 which was discontinued in fiscal 2002
with the adoption of Statement of Financial Accounting Standards ("SFAS") No.
142. See also "Cumulative Effect of Accounting Change for Goodwill" below.
Selling, general and administrative expenses for CBIR were $147,000 and $108,000
for the three month period ended March 31, 2002 and 2001 respectively.
Interest expense in the first quarter of 2002 decreased by $27,000 from the
first quarter of 2001 due to the reduction of outstanding debt.
Interest income was $102,000 and $98,000 for the quarters ended March 31, 2002
and 2001 respectively.
5
Net rental income was $59,000 and $24,000 for the quarters ended March 31, 2002
and 2001 respectively.
In January and February 2002, we made non-refundable deposits totaling $110,000
and extended various agreements to purchase land in Mount Morris Township,
Michigan in connection with our proposed sports and entertainment complex. The
extended agreements are for periods of four to six months. Since financing for
development of the project was not in place at March 31, 2002, these deposits
have been expensed.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR GOODWILL
In June 2001, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible exceeds its
fair value, an impairment loss is recognized. We engaged an independent
appraisal company who used a discounted cash flow model to determine the fair
value of our businesses for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average cost of capital
for each business. The effect of adopting this new standard resulted in a
cumulative effect of an accounting change of approximately $1,131,000 or $.02
per basic and diluted share for an impairment loss on goodwill. $1,069,000 of
the impairment loss was attributable to our truck accessories business and
$62,000 was associated with our racetrack operations. In addition, the adoption
eliminated annual amortization expense of approximately $387,000 or $.01 per
share. See Note 1 to the condensed financial statements included in Appendix A.
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 and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
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 98% 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 needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the loss of the
national race with the NHRA would adversely affect the results of our
operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations
6
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.
WE MAY INCUR LIABILITY FOR PERSONAL INJURIES
Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.
OUR 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.
7
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.
OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS
Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.
OUR 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.
8
NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". We adopted this standard effective January 1, 2002. See
"Cumulative Effect of Accounting Change for Goodwill" above for a discussion of
the effect of adopting SFAS 142.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". The new standard requires one model of
accounting for long-lived assets to be held and used and disposed of, and
broadens the definition of discontinued operations to include a component of a
segment. SFAS 144 is effective for fiscal years beginning after December 15,
2001. Management does not believe that the adoption of SFAS 144 will have a
material effect on the Company's financial position or results of operations.
SEGMENT REPORTING
For a discussion of our business segments, see Note 10 to the condensed
financial statements included in Appendix A.
SUBSEQUENT EVENTS
On April 19, 2002 the National Hot Rod Association ("NHRA"), the primary
sanctioning body of our racing events, exercised its option to extend its
sanction agreement with CBIR for an additional three year period. The extended
agreement expires December 31, 2005 and retains similar terms and conditions to
our original agreement.
On April 17, 2002, Deloitte & Touche LLP notified us of its decision to resign
as our independent public accountants. Deloitte & Touche has not included, in
either of the past two years, an adverse opinion or a disclaimer of opinion,
or a qualification or modification as to uncertainty, audit scope or accounting
principles, with respect to our financial statements. During our two most
recent fiscal years ended December 31, 2001, and the subsequent interim period
through April 17, 2002, there were no disagreements between the Company and
Deloitte & Touche on any matter of accounting principles or practices,
financial disclosure or auditing scope or procedure, which disagreements, if
not resolved to Deloitte & Touche's satisfaction would have caused Deloitte &
Touche to make reference to the subject matter of the disagreement in
connection with its reports. On May 10, 2002 we engaged Grant Thornton LLP as
our independent public accountants for fiscal 2002.
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, we have disclosed that in May 2000, the landlord of a
facility formerly occupied by CTA filed suit in the Superior Court for Riverside
County, California claiming that we breached our lease by failing to notify the
landlord of our intentions to sublease the facility. In May of 2002, we paid
$300,000 to settle this matter. Additionally, we are responsible for rent that
is due through 2004 and certain repairs and costs of reletting.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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: May 15, 2002 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
March 31, December 31,
2002 2001
(unaudited) (audited)
------------ ------------
ASSETS
CURRENT ASSETS:
Cash $ 1,082,177 $ 1,232,183
Accounts receivable:
Trade (net of allowance for doubtful
accounts of $644,000 and $598,000 at
March 31, 2002 and December 31, 2001
respectively) 1,113,562 874,932
Note receivable - related party (Note 2) 139,630 136,874
Federal income taxes receivable (Note 7) 1,612,500 913,621
Inventories (Note 3) 1,178,307 1,150,173
Other 580,420 600,252
----------- -----------
Total current assets 5,706,596 4,908,035
PROPERTY, PLANT, AND EQUIPMENT - Net 9,440,596 9,798,418
(Notes 4 and 5)
OTHER ASSETS:
Note receivable - related party (Note 2) 4,702,469 4,738,427
Goodwill (Net of accumulated amortization
of $1,819,000 at December 31, 2001) (Note 1) -- 1,130,911
Other 1,585,473 1,614,450
----------- -----------
Total other assets 6,287,942 7,483,788
TOTAL ASSETS $21,435,134 $22,190,241
=========== ===========
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2002 2001
(unaudited) (audited)
----------- -------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 5) $ 1,168,757 $ 1,270,783
Accounts payable 1,455,615 1,269,312
Accrued expenses (Note 6) 1,428,052 1,311,091
------------ ------------
Total current liabilities 4,052,424 3,851,186
LONG-TERM DEBT (Note 5) 438,292 608,002
LONG-TERM PORTION OF DEFERRED
COMPENSATION -- 10,400
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,362,953 shares issued
and outstanding at March 31, 2002
and December 31, 2001 483,629 483,629
Additional paid-in-capital 5,656,605 5,656,605
Net advances to related parties (Note 2) (1,991,392) (1,495,909)
Retained earnings 12,795,576 13,076,328
------------ ------------
Total shareholders' equity 16,944,418 17,720,653
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 21,435,134 $ 22,190,241
============ ============
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
-----------------------------------
2002 2001
----------- -----------
SALES $ 4,281,697 $ 3,543,182
COST OF SALES 3,011,632 2,848,283
----------- -----------
GROSS PROFIT 1,270,065 694,899
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,130,328 1,142,148
NET (LOSS) GAIN ON DISPOSAL OF ASSETS (5,289) 12,227
----------- -----------
INCOME (LOSS) FROM OPERATIONS 134,448 (435,022)
OTHER INCOME (EXPENSE):
Interest expense (35,978) (63,120)
Interest income 102,091 97,768
Net rental income 58,975 24,302
Land options (Note 4) (110,000) --
Other 1,744 2,407
----------- -----------
Other income, net 16,832 61,357
----------- -----------
INCOME (LOSS) BEFORE INCOME TAX BENEFIT 151,280 (373,665)
INCOME TAX BENEFIT (Note 7) 698,879 --
----------- -----------
INCOME (LOSS) BEFORE ACCOUNTING CHANGE 850,159 (373,665)
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE FOR GOODWILL (Note 1) (1,130,911) --
----------- -----------
NET LOSS $ (280,752) $ (373,665)
=========== ===========
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
-----------------------------------------
2002 2001
-------------- --------------
BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE (Note 8)
Income (loss) before accounting change $ 0.01 $ (0.01)
Cumulative effect of change in accounting principle (0.02) --
-------------- --------------
Net Loss $ (0.01) $ (0.01)
============== ==============
WEIGHTED AVERAGE COMMON SHARES
Basic 48,362,953 48,355,610
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon exercise of outstanding
stock options 108,583 --
-------------- --------------
Diluted 48,471,536 48,355,610
============== ==============
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
-------------------------------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (280,752) $ (373,665)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 504,449 590,687
Cumulative effect of accounting change (Note 1) 1,130,911 --
Loss (gain) on disposal of property and equipment 5,289 (12,227)
Changes in assets and liabilities that (used) provided cash:
Accounts receivable (238,630) (618,657)
Inventories (28,134) 329,765
Other 38,409 15,935
Accounts payable 186,303 (113,660)
Accrued expenses 116,961 159,532
Income taxes receivable/payable (698,879) --
----------- -----------
Net cash provided by (used in) operating activities 735,927 (22,290)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (163,792) (451,155)
Proceeds from disposal of property and equipment 11,876 16,691
Payments received on notes receivable-related party 33,202 20,102
----------- -----------
Net cash used in investing activities (118,714) (414,362)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt -- (3,172)
Principal payments on obligations under capital leases (271,736) (250,976)
Net advances to related parties (495,483) (12,983)
----------- -----------
Net cash used in financing activities (767,219) (267,131)
----------- -----------
DECREASE IN CASH (150,006) (703,783)
----------- -----------
CASH, BEGINNING OF PERIOD 1,232,183 2,566,036
----------- -----------
CASH, END OF PERIOD $ 1,082,177 $ 1,862,253
=========== ===========
Continued
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
--------------------
2002 2001
---- ----
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $84,444 $55,479
======= =======
Cash paid during the period for taxes $ -- $ --
======= =======
Concluded
A-7
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 BASIS OF PRESENTATION
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.
These financial statements should be read in conjunction with the
audited financial statements and notes to consolidated financial
statements included in the Company's 2001 Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March
29, 2002. A summary of critical accounting policies is presented
beginning on page 10 of the Company's most recent Form 10-K. There
have been no material changes in the accounting policies followed
by the Company during fiscal year 2002 except for those changes
described in "New Accounting Pronouncements" below.
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, 2002
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
8.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standard Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets". SFAS 142 requires
goodwill to be subject to annual impairment testing instead of
amortization. The Company adopted this standard effective January
1, 2002. If the carrying value of goodwill or an intangible exceeds
its fair value, an impairment loss is recognized. The Company
engaged an independent appraisal company who used a discounted cash
flow model to determine the fair value of the Company's business
segments for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average
cost of capital for each business segment. The effect of adopting
this new standard resulted in a cumulative effect of an accounting
change of approximately $1,131,000 or $.02 per basic and diluted
share for an impairment loss on goodwill. $1,069,000 of the
impairment loss was attributable to CTA and $62,000 was associated
with CBIR. In addition, the adoption eliminates annual amortization
expense of approximately $387,000 or $.01 per share.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". The new standard
requires one model of accounting for long-lived assets to be held
and used and disposed of, and broadens the definition of
discontinued operations to include a component of a segment. SFAS
144 is effective for fiscal years
A-8
beginning after December 15, 2001. Management does not believe the
adoption of SFAS 144 will have a material effect on the Company's
financial position or results of operations.
RECLASSIFICATIONS - Certain 2001 amounts have been reclassified to
conform to the 2002 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 subordinated
mortgage and personal guarantee.
Net Advances to Related Parties
During 2001 and the first quarter of 2002, the Company paid certain
expenses on behalf of affiliated entities controlled by Donald J.
Williamson. These expenses are predominately for the use of a
common payroll processing service as well as a pro rata share of
general insurance coverage. Additionally, the Company advanced
$604,000 on behalf of Mr. Williamson for construction costs related
to a convenience store and gas station being built adjacent to
CBIR's facility in Brainerd, Minnesota. Upon completion, later in
fiscal 2002, Mr. Williamson intends to transfer the facility to the
Company, at which time the advances would be offset. The total
amount outstanding at March 31, 2002 and December 31, 2001 was
$1,991,000 and $1,496,000 respectively, which is to be reimbursed
to the Company by the affiliated entities. These advances to
related parties are recorded as a reduction to shareholders'
equity. Subsequent to the first quarter of 2002 the Company
advanced an additional $236,000 for construction costs related to
the convenience store and gas station.
Note 3 INVENTORIES
Inventories are summarized as follows: March 31, December 31,
2002 2001
(unaudited) (audited)
--------------- -----------------
Finished products $ 771,518 $ 789,674
Raw materials 406,789 360,499
--------------- -----------------
Total inventories $ 1,178,307 $ 1,150,173
=============== =================
A-9
Note 4 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
March 31, December 31,
2002 2001
(unaudited) (audited)
------------------- ------------------
Land and improvements $ 2,751,620 $ 2,752,540
Track 1,903,120 1,903,120
Buildings 1,827,909 1,824,484
Condominium units 466,000 466,000
Leasehold improvements 300,080 300,080
Bleachers & fencing 1,699,541 1,702,106
Equipment (including equipment under capital lease) 6,738,200 6,685,617
Transportation equipment 1,217,686 1,267,103
Furniture & fixtures 712,892 716,764
Tooling 3,431,292 3,354,852
------------------- ------------------
Total 21,048,340 20,972,666
Less accumulated depreciation (11,607,744) (11,174,248)
------------------- ------------------
Net property, plant and equipment $ 9,440,596 $ 9,798,418
=================== ==================
In January and February of 2002, the Company made non-refundable
deposits totaling $110,000 and extended various agreements to
purchase land in Mount Morris Township, Michigan in connection with
a proposed plan to develop a sports and entertainment complex. The
extended agreements are for additional periods of four to six
months. Since financing for development of the project was not in
place at March 31, 2002, these deposits have been expensed.
A-10
Note 5 LONG TERM DEBT
Long-term obligations consist of the following:
March 31, December 31,
2002 2001
(unaudited) (audited)
---------- -----------
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets $ 201,350 $ 201,350
Mortgage payable to a bank, interest at the bank's prime
rate plus 2%, with a floor of 8% (effective rate of 8% at March 31,
2002 and December 31, 2001) annual principal payments of $50,000 plus
interest due quarterly,
through September 2004; secured by underlying property 150,000 150,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
7.5% and 8.75%, collateralized by the related machinery
and equipment (Note 4) 1,255,699 1,527,435
----------- -----------
Total 1,607,049 1,878,785
Less current portion (1,168,757) (1,270,783)
----------- -----------
Long-term $ 438,292 $ 608,002
=========== ===========
Note 6 ACCRUED EXPENSES
Accrued expenses consist of the following: March 31, December 31,
2002 2001
(unaudited) (audited)
----------- -------------
Accrued legal settlements $ 630,000 $ 725,000
Accrued interest 13,902 62,368
Advance ticket sales 217,287 --
Other 566,863 523,723
----------- ------------
Total $ 1,428,052 $ 1,311,091
=========== ============
Note 7 INCOME TAXES
On March 9, 2002, the Job Creation and Worker Assistance Act of
2002 was enacted which extends the carryback period for net
operating losses from two years to five years. Based on this new
legislation, the Company will carryback approximately $1,642,000 of
net operating losses for which there was a valuation allowance. In
addition, the Company
A-11
will realize the tax benefit of certain deferred taxes for which
there was a valuation allowance. The tax benefit of the
carryback and change in the valuation allowance was recorded in the
first quarter of fiscal 2002 as SFAS No. 109, "Accounting for Income
Taxes", requires the impact of new tax legislation to be recorded in
the period in which the legislation is enacted.
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 8 EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is based upon the weighted average
number of shares outstanding. Diluted earnings per share assumes the
exercise of common stock options when dilutive.
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 9 CONTINGENCIES
On December 17, 1998, the Company sold substantially all of the
assets of The Colonel's used in its 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. In June 2000, the Company received notice of an
indemnity claim by the purchaser. In February 2002 the Company paid
$114,000 to settle this matter.
In May 2000, the landlord of a facility formerly occupied by the
Company filed suit in the Superior Court for Riverside County,
California against the Company, claiming that the Company breached
its lease by failing to notify the landlord of its intentions to
sublease the facility. In May of 2002, the Company paid $300,000 to
settle this matter. Additionally, the Company is responsible for rent
that is due through 2004 and certain repairs and costs of reletting.
As a result of the crash of an airplane owned by the Company in
August 2000, claims have been made against the Company. Three claims
have been successfully settled and have been covered under the
Company's insurance policy. A fourth claim, of an undisclosed amount,
has been made by the estate of a crewmember and is in litigation. 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 policy will be
adequate to satisfy all the claims concerning the crash.
A-12
Note 10 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.
Financial information segregated by reportable product segment is as
follows:
Three Months Ending
March 31
(Unaudited)
2002 2001
----------- -----------
Sales:
Truck Accessories $ 4,252,432 $ 3,499,626
Raceway 29,265 43,556
----------- -----------
Total $ 4,281,697 $ 3,543,182
=========== ===========
Income (loss)from Operations
Truck Accessories $ 560,365 $ (140,316)
Raceway (425,917) (294,706)
----------- -----------
Total $ 134,448 $ (435,022)
=========== ===========
A-13