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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 June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of (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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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
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Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of August 1, 2003: 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 incorporated by reference
beginning on page 10 of our 2002 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 2003. There have been no
material changes in the accounting policies followed by us during fiscal 2003.
BACKGROUND
We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries.
2
We received approval from our Board of Directors and implemented name changes
for two of our operating subsidiaries. We changed the name of our subsidiary,
The Colonel's Truck Accessories, Inc., which operates in the truck accessories
segment, to Rugged Liner, Inc. ("RL"). The name of our subsidiary, The Colonel's
Brainerd International Raceway, Inc., which operates in the sports and
entertainment segment, became Brainerd International Raceway & Resort, Inc.
("BIR"). All references to our subsidiaries in this document reflect the name
changes as described above.
RUGGED LINER, INC. RL 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. RL manufactures approximately 90 different bedliners.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. BIR operates a motor sports
facility located approximately six miles northwest of Brainerd, Minnesota.
Substantially all of BIR's revenues are obtained from motor sports racing events
at the racetrack. BIR schedules racing and other events held at the racetrack
during weekends in May through October of each year.
RACEWAY 66, INC. ("Raceway 66") is a combined convenience store and gas station
adjacent to our BIR facility.
DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesse County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site 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.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $4,448,000 at December 31, 2002
to $6,039,000 at June 30, 2003. This increase is primarily related to a $728,000
increase in cash and increases of $289,000 and $864,000 in trade accounts
receivable and other current assets, respectively, offset by a $253,000 decrease
in inventory. Our consolidated current liabilities increased from $4,307,000 at
December 31, 2002 to $4,991,000 at June 30, 2003. This increase primarily
relates to a $102,000 decrease in accounts payable and increases in current debt
maturities and accrued expenses of $103,000 and $682,000, respectively.
Cash increased by $728,000 from the year end 2002 to June 30, 2003 primarily due
to cash generated in operating activities, the receipt of $711,000 which was
previously advanced to affiliated entities, and the proceeds of $500,000 from
borrowing under a bank note payable, offset by capital expenditures of $613,000
and debt repayments of $460,000.
Accounts receivable--trade increased by approximately $289,000 from $929,000 as
of December 31, 2002 to $1,218,000 at June 30, 2003, due to increased sales
activity associated with the first six months of the current fiscal year.
3
Note receivable -- related party at June 30, 2003 is comprised of a note, which
is secured by a subordinated mortgage and personal guarantee from the majority
shareholder and requires monthly principal and interest payments. The note is
being paid in accordance with terms.
Federal income taxes receivable of $161,000 at June 30, 2003 and December 31,
2002 relate to net operating losses eligible for carryback.
Inventories decreased by approximately $253,000 from $1,523,000 at December 31,
2002 to $1,270,000 at June 30, 2003 due to increased sales activity for the
first six months of fiscal 2003.
Other assets -- current increased $864,000 from $952,000 at December 31, 2002 to
$1,816,000 at June 30, 2003 primarily due to sanction fees associated with an
event to be held at BIR in the third quarter of 2003.
Net property, plant and equipment decreased by approximately $467,000 from
$12,338,000 at December 31, 2002 to $11,871,000 at June 30, 2003 due to fixed
asset additions of $613,000 offset by depreciation for the period of $1,064,000.
Tooling comprised the majority of additions during the period.
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $102,000 from $2,599,000 at December
31, 2002 to $2,497,000 at June 30, 2003 due to the payment of amounts owed with
the use of cash received from the repayment of amounts owed by affiliated
entities, cash generated in operating activities and the proceeds of borrowing
under a bank note in the amount of $500,000.
Accrued expenses increased by $682,000 from $1,046,000 at December 31, 2002 to
$1,728,000 at June 30, 2003, primarily due to advance ticket sales of $892,000
at BIR, offset by the payment of other accrued amounts.
During the first six months of 2002, we paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson, our majority
shareholder. These expenses were predominately for the use of a common payroll
processing service as well as a pro rata share of general insurance coverage.
Additionally, we had advanced $1,036,000 on behalf of Mr. Williamson for
construction costs related to a convenience store and gas station built adjacent
to our BIR facility in Brainerd, Minnesota. Construction of the convenience
store was completed in the second quarter of 2002. Effective September 1, 2002,
Mr. Williamson transferred the facility to us, at which time the construction
advances were offset. Additionally, in June of 2003, we received $711,000 from
affiliated entities toward amounts previously advanced. The total amount
outstanding at June 30, 2003 and December 31, 2002 was $396,000 and $1,107,000
respectively, which is to be reimbursed to us by the affiliated entities. In
accordance with the Sarbanes-Oxley Act of 2002, we discontinued making any
additional advances to or on behalf of affiliated entities effective June 30,
2002.
OUTSTANDING LOANS
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 August 2003. We also have a term
loan of $100,000, 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 8.0% and 8.5%. In 1996, we leased additional equipment in the
amount of $3,744,000 structured in the same manner. In May of 2003, these
capital leases were paid in full.
In 2002 we entered into term loans in the amount of $595,237. These loans are
secured by transportation equipment and require monthly payments including
interest at rates approximating 8.0% through November 2007.
In February 2003, we entered into a note payable with a bank in the amount of
$500,000. This note is secured by a mortgage on BIR's facilities. The note is
due in October 2003 and requires monthly payments of interest at 7.5%.
We believe that we will be able to satisfy our ongoing cash requirements for
operating activities in the next twelve months and thereafter with available
cash, cash flows from operations and the collection of advances and notes
receivable outstanding from our majority shareholder and related entities.
Borrowing arrangements or additional public capital will be necessary to fund
the proposed sports and entertainment complex, which we have been unable to
obtain to date.
RESULTS OF OPERATIONS
Our revenues were $5,705,000 in the three months ended June 30, 2003 compared to
$4,625,000 in the same period of 2002. Revenues attributable to RL were
$4,995,000 and $4,147,000 for the quarters ended June 30, 2003 and 2002,
respectively. The $848,000 increase in RL's revenue was primarily attributable
to the addition of new distributors. BIR's revenues were $710,000 and $478,000
for the quarters ended June 30, 2003 and 2002 respectively. The $232,000
increase in BIR's revenues is primarily due to the inclusion of Raceway 66's
operations, a combined convenience store and gas station, which we acquired in
September of 2002.
Revenues were $10,093,000 and $8,907,000 for the six month periods ending June
30, 2003 and 2002, respectively for the same reasons as above. Revenues for RL
were $9,268,000 and $8,399,000 for the six month periods ending June 30, 2003
and 2002, respectively, and BIR's revenues were $825,000 and $508,000 for the
same periods.
Cost of sales were $4,784,000 and $3,437,000 for the quarters ended June 30,
2003 and 2002 respectively or 84% and 74% as a percentage of revenue. Cost of
sales attributable to RL were $3,773,000 and $2,650,000 for the quarters ended
June 30, 2003 and 2002 respectively or 76% and 64% as a percentage of revenue.
The increase in RL cost of sales is primarily attributed to less favorable
material costs partially offset by efficiencies experienced with higher
production volumes. Gross profit for RL was 24% of sales for the second quarter
of 2003 and 36% of sales for the second quarter of 2002. Cost of sales
attributable to BIR were $1,011,000 and $787,000 for the quarters ended June 30,
2003 and 2002 respectively. The increase in BIR's cost of sales is primarily
attributable to the inclusion of Raceway 66's operations as described above.
Cost of sales for the six month periods ended June 30, 2003 and 2002 were
$8,384,000 and $6,448,000 respectively for the same reasons described above.
Cost of sales attributable to RL were $6,978,000 and $5,353,000 for the six
month periods ended June 30, 2003 and 2002, respectively or 75% and 64% as a
percentage of revenues. Cost of sales attributable to BIR for the six month
periods ended June 30, 2003 and 2002 were $1,406,000 and $1,095,000,
respectively.
5
Selling, general and administrative expenses were $1,184,000 and $1,270,000 for
the quarters ended June 30, 2003 and 2002 respectively, or 21% and 27%
respectively, as a percentage of revenues. Selling, general and administrative
expenses attributed to RL were $927,000 and $1,059,000 for the quarters ended
June 30, 2003 and 2002 respectively. RL's selling, general and administrative
expenses were relatively fixed overall and decreased in total due to a reduction
in amounts attributable to certain non-recurring selling expenses, property
taxes and professional fees, partially offset by activities associated with
higher sales levels. Selling, general and administrative expenses for BIR were
$257,000 and $211,000 for the three month period ended June 30, 2003 and 2002
respectively. The increase in selling, general and administrative expenses for
BIR is primarily due to the inclusion of the operations of the combined
convenience store and gas station as described above.
Selling, general and administrative expenses were $2,197,000 and $2,401,000 for
the six month periods ended June 30, 2003 and 2002, respectively or 22% and 27%
as a percentage of revenues for the same reasons as described above. Selling,
general and administrative expenses attributed to RL were $1,739,000 and
$2,043,000 for the six month periods ended June 30, 2003 and 2002, respectively.
Selling, general and administrative expenses for BIR were $458,000 and $358,000
for the six month periods ended June 30, 2003 and 2002, respectively.
Interest expense in the second quarter of 2003 decreased by $4,000 from the
second quarter of 2002 due to the reduction of outstanding debt. Interest
expense in the six month period ending June 30, 2003 decreased by $14,000 for
the same period in 2002 for the same reason.
Interest income was $97,000 and $101,000 for the quarters ended June 30, 2003
and 2002 respectively, and $195,000 and $203,000 for the six month periods ended
June 30, 2003 and 2002, respectively.
Rental income was $67,000 and $69,000 for the quarters ended June 30, 2003 and
2002 respectively and $118,000 and $128,000 for the six month periods ended June
30, 2003 and 2002, respectively.
Land development costs are comprised principally of non-refundable deposits to
extend various agreements to purchase land in Mount Morris Township, Michigan in
connection with our proposed sports and entertainment complex. The extended
agreements are for periods of four to six months. Since financing for
development of the project was not in place at June 30, 2003 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.
6
RISK FACTORS
GENERAL
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN ONE SHAREHOLDER, WHO IS ABLE TO
EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL
OF OUR SHAREHOLDERS
Donald J. Williamson, our majority shareholder and his wife, Patsy Williamson,
own approximately 97% of our issued and outstanding shares of common stock.
Accordingly, Donald and Patsy Williamson are able to control the election of
directors and all other matters which are subject to a vote of shareholders.
This concentration of ownership may have the effect of delaying or preventing a
change of control of Sports Resorts International, Inc. even if this change of
control would benefit all of the shareholders.
OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.
OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES
There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
TRUCK ACCESSORIES SEGMENT
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
natural gas feedstock prices. We do not have any long-term supply contracts and
do not use any hedging techniques to manage the costs of plastic resin. In the
event raw material prices increase, we may be unable to pass the increased costs
on to our customers which could adversely affect our results of operations. In
addition, we attempt to control our labor costs. In the event that the cost of
labor increases and we are unable to pass such increased labor costs to our
customers, our results of operations could be adversely affected.
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.
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA
Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We only sell
our truck accessories in the United States and as result we are solely dependent
on the health and vitality of the U. S. economy for our success. There can be no
assurance that production of pickup trucks will not decline in the future or
that we will be able to fully utilize our manufacturing capacity. Economic
factors adversely affecting truck sales and production and consumer spending
could adversely impact our sales and operating results.
SPORTS AND ENTERTAINMENT SEGMENT
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the loss of the
national race with the NHRA would adversely affect the results of our
operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and
8
maintain effective marketing programs, the number and location of our
competitors and general market and economic conditions.
WE MAY INCUR LIABILITY FOR PERSONAL INJURIES
Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.
OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS
Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
NEW ACCOUNTING 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.
9
The adoption of SFAS 144 did not have a material effect on the Company's
financial position or results of operations.
In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 clarifies the application
of Accounting Research Bulletin 51, "Consolidated Financial Statements", for
certain entities that do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable interest
entities within the scope of FIN 46 will be required to be consolidated by their
primary beneficiary. The primary beneficiary of a variable interest entity is
determined to be the party that absorbs a majority of the entity's expected
losses, receives a majority of its expected returns, or both. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. We are in the process of
determining what impact, if any, the adoption of the provisions of FIN 46 will
have upon our financial condition or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". This Statement clarifies
various derivative implementation issues, and is generally effective for new
contracts entered into or modified after June 30, 2003. We currently do not
enter into derivative transactions, and believe the adoption of this Statement
will have no impact on our financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". Under SFAS
150, a mandatorily redeemable financial instrument is classified as a liability
unless the redemption is required to occur only upon the liquidation or
termination of the entity, and is measured at fair market value. Changes in the
fair value or redemption amount are recognized in earnings. SFAS 150 is
effective for financial instruments entered into or modified after May 31, 2003.
For financial instruments issued on or before May 31, 2003, SFAS 150 is
effective July 1, 2003. We are currently evaluating the impact, if any, of the
adoption of SFAS 150 on our financial statements.
CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
The Company maintains controls and procedures designed to ensure that it is able
to collect the information that is required to be disclosed in the reports it
files with the SEC, and to process, summarize and disclose this information
within the time period specified in the rules of the SEC. The Company's Chief
Executive and Chief Financial Officers are responsible for establishing,
maintaining and enhancing these procedures. They are also responsible, as
required by the rules established by the SEC, for the evaluation of the
effectiveness of these procedures.
Based on their evaluation of the Company's disclosure controls and procedures
which took place as of a date within 90 days of the filing of this report, the
Chief Executive Officer and the Chief Financial Officer believe that these
procedures are effective to ensure that the Company is able to collect, process
and disclose the information it is required to disclose in the reports it files
with the SEC within the required time period.
Internal Controls
The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to (1) permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) maintain accountability for
assets. Access to assets is permitted only in accordance with management's
general or specific authorization.
Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have been no
significant changes in such controls or in other factors that could have
significantly affected those controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
10
SEGMENT REPORTING
For a discussion of our business segments, see Note 12 to the condensed
financial statements included in Appendix A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under "Market Risk Disclosure" in Item 2 above.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On June 16, 2003 a complaint was filed against the Company and Donald Williamson
et al. by UBUY Holdings, Inc. and Steven Bazsuly in the United States District
Court for the Southern District of Florida (Case No. 03-61165). The claim
involves the termination of a non-binding letter of intent entered into in the
first quarter of 2000, pursuant to which the Company was to invest in UBUY
Holdings, Inc. The complaint seeks monetary damages in excess of $75,000. The
Company intends to defend the lawsuit vigorously and does not expect that the
ultimate resolution of the litigation will have a material adverse effect on its
financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
31.1 Certification of Craig B. Parr pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Gregory T. Strzynski pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification of Craig B. Parr pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Gregory T. Strzynski pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
11
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: August 12, 2003 By: /s/ Gregory T. Strzynski
-----------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and Principal
Accounting and Financial Officer of the
Registrant)
12
APPENDIX A
A-1
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
(unaudited) (audited)
------------ ---------
ASSETS
CURRENT ASSETS:
Cash $ 1,419,647 $ 692,138
Accounts receivable:
Trade (net of allowance for doubtful accounts and cash
discounts of $245,000 at June 30, 2003 and $210,000 at
December 31, 2002) 1,218,462 929,070
Note receivable -- related party (Note 2) 154,264 191,731
Federal income taxes receivable (Note 9) 160,758 160,758
Inventories (Note 3) 1,270,089 1,523,000
Other (Note 4) 1,816,213 951,725
------------ ------------
Total current assets 6,039,433 4,448,422
PROPERTY, PLANT, AND EQUIPMENT -- Net 11,871,292 12,338,308
(Notes 5 and 7)
OTHER ASSETS:
Note receivable -- related party (Note 2) 4,511,522 4,590,192
Other (Note 6) 1,302,165 1,307,012
------------ ------------
Total other assets 5,813,687 5,897,204
------------ ------------
TOTAL ASSETS $ 23,724,412 $ 22,683,934
============ ============
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7) $ 765,394 $ 662,632
Accounts payable 2,497,193 2,598,629
Accrued expenses (Note 8) 1,727,958 1,045,579
------------ ------------
Total current liabilities 4,990,545 4,306,840
LONG-TERM DEBT (Note 7) 503,733 531,123
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,362,953 shares issued
and outstanding at June 30, 2003
and December 31, 2002 483,629 483,629
Additional paid-in-capital 5,656,605 5,656,605
Net advances to related parties (Note 2) (396,409) (1,107,447)
Retained earnings 12,486,309 12,813,184
------------ ------------
Total shareholders' equity 18,230,134 17,845,971
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 23,724,412 $ 22,683,934
============ ============
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ending Three Months Ending
June 30 June 30
--------------------------- -------------------------
2003 2002 2003 2002
----------- ---------- ---------- ----------
SALES $10,093,081 $8,907,180 $5,705,167 $4,625,483
COST OF SALES 8,384,181 6,448,376 4,783,946 3,436,744
----------- ---------- ---------- ----------
GROSS PROFIT 1,708,900 2,458,804 921,221 1,188,739
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,196,804 2,400,540 1,183,745 1,270,212
NET GAIN (LOSS) ON DISPOSAL
OF ASSETS 97,981 (4,450) 69,972 839
----------- ---------- ---------- ----------
(LOSS) INCOME FROM
OPERATIONS (389,923) 53,814 (192,552) (80,634)
OTHER INCOME (EXPENSE):
Interest expense (53,053) (67,345) (27,174) (31,367)
Interest income 194,663 202,990 96,915 100,899
Rental income 117,940 127,784 66,684 68,809
Land development costs (Note 5) (199,592) (120,000) (65,322) (10,000)
Other 3,090 2,115 2,430 371
----------- ---------- ---------- ----------
Other income, net 63,048 145,544 73,533 128,712
(LOSS) INCOME BEFORE INCOME
TAX BENEFIT AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE (326,875) 199,358 (119,019) 48,078
INCOME TAX BENEFIT ( Note 9) -- 698,879 -- --
----------- ---------- ---------- ----------
(LOSS) INCOME BEFORE
ACCOUNTING CHANGE (326,875) 898,237 (119,019) 48,078
CUMULATIVE EFFECT OF
ACCOUNTING CHANGE FOR
GOODWILL (Note 1) -- (1,130,911) -- --
----------- ---------- ---------- ----------
NET (LOSS) INCOME $ (326,875) $ (232,674) $ (119,019) $ 48,078
=========== ========== ========== ==========
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ending Three Months Ending
June 30 June 30
------------------------- -------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
BASIC AND DILUTED
(LOSS) EARNINGS PER SHARE
(Note 10)
(Loss) income before accounting
change $ (0.01) $ 0.01 $ (0.00) $ 0.00
Cumulative effect of change in
accounting principle -- (0.02) -- --
----------- ----------- ----------- -----------
Net (Loss) Income $ (0.01) $ (0.01) $ (0.00) $ 0.00
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON
SHARES
Basic 48,362,953 48,362,953 48,362,953 48,362,953
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon
exercise of outstanding
stock options -- 90,003 -- 73,281
----------- ----------- ----------- -----------
Diluted 48,362,953 48,452,956 48,362,953 48,436,234
=========== =========== =========== ===========
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ending
June 30
----------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (326,875) $ (232,674)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,064,243 1,006,195
Cumulative effect of accounting change (Note 1) -- 1,130,911
(Gain) loss on disposal of property and equipment (97,981) 4,450
Changes in assets and liabilities that (used) provided cash:
Accounts receivable (289,392) (140,781)
Inventories 252,911 (281,218)
Other (859,641) (510,839)
Accounts payable (134,730) 896,112
Accrued expenses 715,673 496,955
Income taxes receivable/payable -- (698,879)
----------- -----------
Net cash provided by operating activities 324,208 1,670,232
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (612,837) (492,849)
Proceeds from disposal of property and equipment 113,591 23,376
Payments received on notes receivable-related party 116,137 67,073
----------- -----------
Net cash used in investing activities (383,109) (402,400)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 535,621 --
Principal payments on long-term debt (52,923) --
Principal payments on obligations under capital leases (407,326) (548,926)
Net repayment from (advances to) related parties 711,038 (1,230,277)
----------- -----------
Net cash provided by (used in) financing activities 786,410 (1,779,203)
----------- -----------
INCREASE (DECREASE) IN CASH 727,509 (511,371)
CASH, BEGINNING OF PERIOD 692,138 1,232,183
----------- -----------
CASH, END OF PERIOD $ 1,419,647 $ 720,812
=========== ===========
Continued
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ending
June 30
----------------------
2003 2002
-------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 47,031 $ 110,874
======== =========
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
The Company is a Michigan corporation and a holding company with
three active wholly owned subsidiaries. The Company received
approval from its Board of Directors and implemented name changes
for two of its operating subsidiaries. The Company has changed the
name of its subsidiary, The Colonel's Truck Accessories, Inc.,
which operates in the truck accessories segment, to Rugged Liner,
Inc. ("RL"). The name of the Company's subsidiary, The Colonel's
Brainerd International Raceway, Inc., which operates in the sports
and entertainment segment, became Brainerd International Raceway &
Resort, Inc. ("BIR"). All references to the Company's subsidiaries
reflect the name changes as described above.
These financial statements should be read in conjunction with the
audited financial statements and notes to consolidated financial
statements included in the Company's 2002 Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March
28, 2003. 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 2003.
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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standard Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets". SFAS 142 requires
goodwill to be subject to annual impairment testing instead of
amortization. The Company adopted this standard effective January
1, 2002. If the carrying value of goodwill or an intangible exceeds
its fair value, an impairment loss is recognized. The Company
engaged an independent appraisal company who used a discounted cash
flow model to determine the fair value of the Company's business
segments for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average
cost of capital for each business segment. The effect of adopting
this new standard resulted in a cumulative effect of an accounting
change of approximately $1,131,000 or $.02 per basic and diluted
share for an impairment loss on goodwill. $1,069,000 of the
impairment loss was attributable to RL and $62,000 was associated
with BIR. In addition, the adoption eliminates annual amortization
expense of approximately $387,000 or $.01 per share.
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. The adoption of SFAS 144 did not
have a material effect on the Company's financial position or
results of operations.
In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 clarifies the
application of Accounting Research Bulletin 51, "Consolidated
Financial Statements", for certain entities that do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties or in which equity investors do not have the
characteristics of a controlling financial interest ("variable
interest entities"). Variable interest entities within the scope of
FIN 46 will be required to be consolidated by their primary
beneficiary. The primary beneficiary of a variable interest entity
is determined to be the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected
returns, or both. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired
before February 1, 2003. The Company is in the process of
determining what impact, if any, the adoption of the provisions of
FIN 46 will have upon its financial condition or results of
operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities".
This Statement clarifies various derivative implementation issues,
and is generally effective for new contracts entered into or
modified after June 30, 2003. The Company does not enter into
derivative transactions, and believes the adoption of this
Statement will have no impact on its financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". Under SFAS 150, a mandatorily redeemable financial
instrument is classified as a liability unless the redemption is
required to occur only upon the liquidation or termination of the
entity, and is measured at fair market value. Changes in the fair
value or redemption amount are recognized in earnings. SFAS 150 is
effective for financial instruments entered into or modified after
May 31, 2003. For financial instruments issued on or before May 31,
2003, SFAS 150 is effective July 1, 2003. The Company is currently
evaluating the impact, if any, of the adoption of SFAS 150 on its
financial statements.
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
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 being paid in accordance with terms and is secured by a
subordinated mortgage and personal guarantee.
Net Advances to Related Parties
From 1999 through the first six months of 2002, the Company paid
certain expenses on behalf of affiliated entities controlled by
Donald J. Williamson. These expenses were predominately for the use
of a common payroll processing service as well as a pro rata share
of general insurance coverage. Additionally, the Company had
advanced $1,036,000 on behalf of Mr. Williamson for construction
costs related to a convenience store and gas station being built
adjacent to BIR's facility in Brainerd, Minnesota. Construction of
the convenience store was completed in the second quarter of 2002.
Effective September 1, 2002, Mr. Williamson transferred the
facility to the Company, at which time the advances were offset.
Additionally, in June of 2003, the Company received $711,000 from
affiliated entities toward amounts previously advanced. The total
amount outstanding at June 30, 2003 and December 31, 2002 was
$396,000 and $1,107,000 respectively, which is to be reimbursed to
the Company by the affiliated entities. These advances to related
parties are recorded as a reduction to shareholders' equity. In
accordance with the Sarbanes-Oxley Act of 2002, the Company
discontinued making any additional advances to or on behalf of
affiliated entities effective June 30, 2002.
A-9
Note 3 INVENTORIES
Inventories are summarized as follows: June 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
Finished products $ 783,859 $ 912,406
Raw materials 417,532 559,604
Other 68,698 50,990
------------ ------------
Total $ 1,270,089 $ 1,523,000
============ ============
Note 4 OTHER ASSETS, CURRENT
Other assets, current is summarized as follows:
June 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
Prepaid sanction fees $ 1,302,466 $ 250,000
Other 513,747 701,725
------------ ------------
Total $ 1,816,213 $ 951,725
============ ============
A-10
Note 5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
June 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
Land and improvements $ 3,730,327 $ 3,679,121
Track 2,687,758 2,573,229
Buildings 3,350,951 3,343,853
Condominium units 466,000 466,000
Leasehold improvements 319,899 312,569
Bleachers & fencing 1,699,541 1,699,541
Equipment (including equipment under capital lease) 7,003,816 7,000,776
Transportation equipment 2,081,878 2,148,839
Furniture & fixtures 809,641 757,433
Tooling 3,810,317 3,495,292
------------ ------------
Total 25,960,128 25,476,653
Less accumulated depreciation (14,088,836) (13,138,345)
------------ ------------
Net property, plant and equipment $ 11,871,292 $ 12,338,308
============ ============
During the first six months of 2003, the Company made
non-refundable deposits totaling $105,000 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 June 30, 2003, these deposits have
been expensed and included in land development costs.
Note 6 OTHER ASSETS, LONG-TERM
Other assets, long-term is summarized as follows:
June 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
Rental property $ 75,000 $ 75,000
Land held for development 1,137,460 1,137,460
Land contract receivable 85,506 90,351
Other 4,199 4,201
------------ ------------
Total $ 1,302,165 $ 1,307,012
============ ============
A-11
Note 7 LONG TERM DEBT
Long-term obligations consist of the following:
June 30, December 31,
2003 2002
(unaudited) (audited)
----------- ------------
Note payable to a bank, monthly installments of interest at 7.5%
through October 2003 at which time the unpaid principal
balance is due; secured by a mortgage on related property $ 500,000 $ --
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets 100,675 100,675
Mortgage payable to a bank, interest prime plus 2%, with a floor
of 8.0% (effective rate of 8.0% at June 30, 2003 and December 31,
2002) annual principal payments of $50,000 plus interest due
quarterly, through September 2004; secured by
underlying property 100,000 100,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
8.0% and 8.5%, collateralized by the related machinery
and equipment (Paid in full in May 2003) -- 407,326
Term loans payable to finance companies, monthly installments
include interest approximating 8.0% through November 2007,
collateralized by the related transportation equipment 568,452 585,754
----------- ------------
Total 1,269,127 1,193,755
Less current portion (765,394) (662,632)
----------- ------------
Long-term $ 503,733 $ 531,123
=========== ============
Note 8 ACCRUED EXPENSES
Accrued expenses consist of the following:
June 30, December 31,
2003 2002
(unaudited) (audited)
----------- -----------
Accrued settlements $ 247,646 $ 312,646
Accrued interest 13,138 7,116
Advance ticket sales 891,791 --
Other 575,383 725,817
----------- -----------
Total $ 1,727,958 $ 1,045,579
=========== ===========
A-12
Note 9 INCOME TAXES
The Company provides for deferred income taxes under the asset and
liability method, whereby deferred income taxes result from temporary
differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in
taxable or deductible amounts in the future. Such deferred income tax
asset and liability computations are based on enacted tax laws and
rates applicable to periods in which the differences are expected to
affect taxable income. A valuation allowance is established to reduce
deferred income tax assets to the amount expected to be realized.
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 carried back net operating losses for which there was a
valuation allowance. In addition, the Company realized the tax
benefit of certain deferred taxes for which there was a valuation
allowance. The tax benefit of the carryback and change in the
valuation allowance was recorded in the first quarter of fiscal 2002
as SFAS No. 109, "Accounting for Income Taxes", requires the impact
of new tax legislation to be recorded in the period in which the
legislation is enacted.
Note 10 (LOSS) EARNINGS PER SHARE
Basic (loss) earnings 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.
A-13
Note 11 STOCK OPTIONS
The Company has stock-based employee compensation plans, which are
described more fully in Note 14 in the Company's 2002 Annual Report.
The Company accounts for stock-based compensation consistent with
SFAS No. 123, "Accounting for Stock-Based Compensation", and, as
permitted by this standard, will continue to apply the recognition
and measurement principles of Accounting Principles Board Opinion No.
25 to its stock-based compensation awards. Since stock options are
granted at prices equal to fair market value, no compensation expense
is recognized in connection with stock options granted to employees.
The following illustrates the effect on net income (loss) and
earnings (loss) per share if the Company applied the fair value
recognition provisions of SFAS 123:
Six Months Ending Three Months Ending
June 30 June 30
(unaudited) (unaudited)
-------------------------- -------------------------
2003 2002 2003 2002
---------- ---------- ---------- ---------
Net (loss) income as reported $ (326,875) $ (232,674) $ (119,019) $ 48,078
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of tax (9,014) (254,653) -- (53,608)
---------- ---------- ---------- ---------
Pro forma net (loss) income $ (335,889) $ (487,327) $ (119,019) $ (5,530)
========== ========== ========== =========
Basic and diluted (loss) earnings per share:
As reported $ (0.01) $ (0.01) $ (0.00) $ 0.00
Pro forma $ (0.01) $ (0.01) $ (0.00) $ (0.00)
The estimated fair value as of the date the options were granted
during the periods presented, using the Black-Scholes option-pricing
model was as follows:
Six Months Ending Three Months Ending
June 30 June 30
(unaudited) (unaudited)
-------------------------- -------------------------
2003 2002 2003 2002
---------- ---------- ---------- ---------
Risk free interest rate 4.63% 5.09% 4.63% 5.09%
Expected life 10 years 10 years 10 years 10 years
Expected volatility 103% 102% 103% 102%
Dividend yield 0% 0% 0% 0%
Weighted average grant date fair value $ 3.48 $ 6.04 $ 3.48 $ 6.04
A-14
Note 12 SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that
offer different products and services. The business units have been
divided into two reportable segments: the manufacturing and sale of
bedliners and other truck accessories ("Truck Accessories"), and
operation of a multi-purpose motor sports facility in Brainerd,
Minnesota ("Raceway").
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision-maker, or decision making
group, in deciding how to allocate resources and assessing
performance. The Company's chief operating decision-maker is its
Chief Executive Officer.
The Company evaluates performance based on stand-alone product
segment operating income. Intersegment sales and transfers, interest
income and expenses are not significant.
Financial information segregated by reportable product segment is as
follows:
Six Months Ending Three Months Ending
June 30 June 30
(unaudited) (unaudited)
---------------------------- -------------------------
2003 2002 2003 2002
----------- ---------- ---------- ----------
Sales:
Truck Accessories $ 9,267,615 $8,399,360 $4,994,795 $4,146,928
Raceway 825,466 507,820 710,372 478,555
----------- ---------- ---------- ----------
Total $10,093,081 $8,907,180 $5,705,167 $4,625,483
=========== ========== ========== ==========
(Loss) Income from Operations
Truck Accessories $ 571,922 $ 999,052 $ 314,061 $ 438,687
Raceway (961,845) (945,238) (506,613) (519,321)
----------- ---------- ---------- ----------
Total $ (389,923) $ 53,814 $ (192,552) $ (80,634)
=========== ========== ========== ==========
A-15
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-31.1 Certification of Craig B. Parr pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
EX-31.2 Certification of Gregory T. Strzynski pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
EX-32.1 Certification of Craig B. Parr pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
EX-32.2 Certification of Gregory T. Strzynski pursuant to Section 906
of the Sarbanes-Oxley Act of 2002