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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[x] EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[ ] EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
951 AIKEN ROAD, OWOSSO, MICHIGAN 48867
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (989) 725-8354
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
----------------------------------- -----------------------------
Common Stock, $0.01 par value Nasdaq SmallCap Market
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _____
Number of shares outstanding of the registrant's Common Stock, $0.01 par value
(excluding shares of treasury stock) as of March 6, 2002: 48,362,953 The
aggregate market value of the registrant's voting stock held by non-affiliates
of the registrant based on the closing price on the Nasdaq SmallCap Market on
March 6, 2002: $8,441,263.
Documents and information incorporated by reference: None.
PART I
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.
ITEM 1. BUSINESS
INTRODUCTION
We are a Michigan corporation and a holding company with two active wholly owned
subsidiaries. We have no independent operations of our own, however, we provide
various administrative functions for our operating subsidiaries. The Colonel's
Truck Accessories, Inc. ("CTA"), and The Colonel's Brainerd International
Raceway, Inc. (formerly named Brainerd International Raceway, Inc.) ("CBIR") are
our two operating subsidiaries. The Colonel's Inc. ("The Colonel's") is an
inactive subsidiary, having sold substantially all of its assets except for
certain land and transportation equipment in December 1998. Our active
subsidiaries operate in two segments, truck accessories and sports and
entertainment.
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, Genessee County, Michigan.
This project is in the development stage. We have received preliminary zoning
and site plan approval for development of the site. Final approval is subject to
the Mount Morris Township Planning Board's review of a highway traffic impact
study for the site. The Complex could eventually include a coliseum, domed
stadium, hotel, theme restaurant, and a combined
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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
consolidated financial statements in Appendix A has been restated to reflect the
split.
THE COLONEL'S TRUCK ACCESSORIES, INC. ("CTA")
GENERAL
CTA was formed in 1995 to meet the demand in the new and used vehicle
accessories market for a high quality pickup truck bedliner. CTA began to
manufacture its products in May of 1996 and began to market and distribute them
during the third quarter of 1996.
PRODUCTS
Truck bedliners are plastic inserts that are placed into the rear beds of pickup
trucks. Owners purchase these inserts to protect the paint and structural
integrity of their truck beds. Many manufacturers/distributors of this product
are in the marketplace and their products range in quality from very poor to
excellent. Poor bedliners have bad fit and finish, may require special drilling
into the vehicle to support mounting attachments and are of thinner gauge
plastic. Excellent products do not have these deficiencies. Other
differentiating features of better products include sidewall reinforcements,
drainage channels and other features. In our opinion, CTA makes a highly
competitive product.
CTA manufactures approximately 90 different bedliners that are made to fit a
number of different vehicle models. CTA produces both under-the-rail and
over-the-rail products.
MANUFACTURING
CTA uses plastic sheet extrusion machines and rotary vacuum formers to produce
bedliners from polyethylene resin. Raw materials are maintained in large vessels
in CTA's Owosso, Michigan plant. Keeping these materials inside avoids
temperature and humidity changes that affect the extrusion process and the
quality of the plastic sheet and reduces variations in the quality of CTA's
extruded sheets. We believe that our present source and adequate replacement
sources will be available to meet our anticipated demand. Raw material can be
subject to significant price fluctuation.
We believe that CTA is unique among all United States bedliner manufacturers
based on the type of equipment used and control of product employed in this
operation. We believe that CTA's ability to control every element of production,
from raw materials to finished product, makes CTA's operation highly
competitive.
Total annual production capacity in the Owosso plant is estimated at over
400,000 units, assuming three shifts of operation. The facility currently runs
two shifts per day, and produced approximately 225,000 units in 2001.
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DISTRIBUTION AND SALES
CTA sells its product to a wide network of distributors and dealers across the
United States. Sales are directed from CTA's Owosso, Michigan facility by its
marketing manager to outside district sales people. In 1997, CTA began to expand
distribution in areas where it perceived existing distributors to be weak. This
was done by way of opening or acquiring various retail store/wholesale
distribution operations across the country, predominately in areas with large
numbers of truck registrations.
During 1999, CTA decided to discontinue its retail store operations and focus on
its core activity of bedliner manufacturing in Owosso, Michigan. During 1999,
CTA sold a number of store operations to existing and new distributors and
consolidated store operations in close proximity to effect cost reductions. CTA
completed the sale of retail store operations in 2000. Many of the stores were
sold pursuant to agreements that require the buyer to purchase bedliners
exclusively from CTA or to make certain minimum purchases from CTA for a
five-year period (as long as CTA provides a quality product, on time and at
competitive prices).
MARKET
The market for bedliners is estimated at approximately 50% of the total volume
of new pickup trucks sold in the United States, both foreign and domestic, and
is estimated to be 3 million units per year. The pickup truck market which
constitutes a substantial percentage of all vehicles sold, continues to grow. As
this market expands, so does the auxiliary equipment market. CTA's truck
accessories target this market.
COMPETITION
CTA believes that there are only two other major manufacturers of drop-in
bedliners in the United States. Durakon Industries, Inc. and Penda Corporation
manufacture and sell the majority of all bedliners in the United States with CTA
currently the third largest manufacturer in this market.
EMPLOYEES
CTA employs approximately 115 people, including approximately 110 contract
employees leased through an employment brokerage service. CTA's management team
includes a former Durakon employee with manufacturing experience in this
industry sector. We believe that this individual, along with CTA's other
management personnel, bring a strong background to CTA's management team.
PROPERTIES
CTA manufactures bedliners at its Owosso, Michigan plant, which is leased from a
company owned by Donald and Patsy Williamson, the majority shareholders of our
Company. The plant has 240,000 square feet of space, which CTA believes is
adequate for current operations and planned expansion. This facility, which also
houses our headquarters, is located at 951 Aiken Road, Owosso, Michigan.
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THE COLONEL'S BRAINERD INTERNATIONAL RACEWAY, INC. ("CBIR")
GENERAL
CBIR and its predecessors have operated the Brainerd International Raceway,
which is located at 5523 Birchdale Road, Brainerd, Minnesota (the "Raceway"),
since June 1973. At the Raceway, CBIR organizes and promotes various spectator
events such as road and drag races, including races for sports cars, motorcycles
and go-karts, and derives a substantial portion of its revenues from ticket
sales and spectator attendance. In addition, CBIR permits the use of the Raceway
by others who organize and promote racing events and by individuals or
commercial organizations that may use the Raceway for automobile road testing or
filming. The raceway operates from May through October. Typically, racing
events, whether or not organized by CBIR, are conducted over a two to four-day
period, usually encompassing a weekend.
SOURCES OF REVENUE
CBIR derives its revenues from four principal sources: (1) admissions; (2)
camping fees, concession sales, and track rentals; (3) entry fees; and (4)
sponsorship fees.
Tickets are available in advance for all events through CBIR's ticket office in
Flint, Michigan. Tickets are available at the gate at the time of events. CBIR
permits overnight camping during racing events on the Raceway grounds. Camping
revenues were received by CBIR for only five spectator events in 2001. CBIR
rents the Raceway to other organizations to conduct races, hold driving schools
or to test or film motor vehicle operations. The fee charged for such uses
varies and is negotiated in each case. Entry fees are received from race
participants usually at the start of each race event. Sponsors promote their
names and products at and in connection with the racing events. Sponsorship fees
are contracted for and often paid in whole or in part several months prior to
the commencement of each racing season.
EVENTS AND ACTIVITIES
During 2001, CBIR organized and promoted several major spectator events,
including two drag races (the "Federal-Mogul Drag Racing Series" and the NHRA
"Winston Nationals"), two special events ("The Colonel's Truck Accessories Show
& Go" and "The Colonel's Truck Accessories Muscle Car Shoot-Out"), and one
motorcycle race (the "AMA Classic").
The Federal-Mogul Drag Racing Series, held on June 9 through 11, 2001, was a
drag racing event sponsored nationally by Federal-Mogul Corporation. A drag race
is generally conducted between two vehicles from a standing start over a
one-quarter mile track, using sophisticated starting and timing systems. The
Federal-Mogul Drag Racing Series was sanctioned by the National Hot Rod
Association (the "NHRA") and was one of a series of five events in the Central
States Division of the NHRA. The Federal-Mogul Drag Racing Series was organized
and promoted jointly by CBIR and the NHRA, and included both professional and
amateur drivers who paid CBIR an entry fee. A similarly sponsored event has been
held at the Raceway annually since 1977, with the exception of 1984, when there
was a scheduling conflict. Lucas Oil Products assumed sponsorship of this series
for the 2002 through 2005 seasons.
The Colonel's Truck Accessories Show & Go event was held on June 29 through July
1, 2001. This event featured "street rods," "street machines," antiques and
other classic cars that participated in both a car show and drag races
emphasizing a "back-to-the-fifties" style. The drag racing portion of the event
was sanctioned by the NHRA. The Colonel's Truck Accessories Muscle Car Shoot-Out
was held on July 20 through 22, 2001. As with the Show & Go event, this event is
both a car show and a drag race. The Muscle Car Shoot-Out involves 1955 to 1974
model year vehicles.
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The AMA Classic, held on July 27 through July 29, 2001, was one of a series of
nine races conducted throughout the United States pursuant to the sanction of
the American Motorcyclist Association (the "AMA"). The event, previously known
as the Suzuki Classic, featured six races of motorcycles operating on the road
course. The races involved motorcycles of 250cc, 600cc, 750cc and the Harley
Davidson Twin Sport and Superbike classes.
The Winston Nationals event, held August 14 through 20, 2001, was sponsored by
Winston under an agreement with the NHRA. This event features mainly
professional drivers, most of whom have national reputations, and was one of a
series of drag races conducted throughout the United States under the national
sponsorship of the RJ Reynolds Tobacco Company and the sanction of the NHRA. The
four-day event features a series of drag races in the following classes: Top
Fuel Dragster, Top Fuel Funny Car, Pro Stock, Pro Stock Motorcycle, Alcohol
Drag, Alcohol Funny, all Sportsman's categories and Muscle Sled Snowmobile
Drags. The Winston Nationals were organized and promoted by the NHRA. The NHRA
sanctions the Raceway for a fixed fee, as determined in the sanction agreement.
Profits are earned primarily through the receipt of promotional fees and ticket
sales. CBIR's responsibilities in this event are, among other things, to provide
the Raceway, ticket takers and security personnel, and to assist in the
management and operation of the event. The agreement with the NHRA is for one
year with three three-year extensions (10 years total). CBIR extended its
contract with the NHRA in 1999 through 2002. Under the sanction agreement, CBIR
is not permitted to conduct any drag races at the Raceway that are not
sanctioned by the NHRA. PowerAde has assumed Winston's role as a major sponsor
to the NHRA in 2002.
CBIR also organized and sponsored four weekend drag racing "bracket" events in
2001, primarily for non-professional drivers from Minnesota and surrounding
states. In bracket racing, each driver attempts to predict his car's
performance; whether he wins or loses a particular race will depend partially on
how much his actual time over a one-quarter mile distance exceeds his predicted
time. While spectators are encouraged to attend these drag racing events and
CBIR receives revenues from ticket sales, camping fees and concessions, they are
not highly promoted.
In addition to the spectator events and the bracket races discussed above, there
are racing events conducted on approximately 20 other weekends that are
primarily for nonprofessional drivers and are often organized and sponsored by
local and regional racing clubs, some of which may be members of or affiliated
with national sanctioning organizations. While spectators attend these events,
CBIR does not receive any revenues from ticket sales or engage in any
significant promotion of these events.
During 2001, two weekend events involved sports car racing and were sponsored by
the "Land O' Lakes" regional affiliate of The Sports Car Club of America (the
"SCCA"), which sanctions these events. In addition, during 2001, four motorcycle
racing events were held, each of which was sponsored by the Central Roadracing
Association; a club located in the Minneapolis/St. Paul, Minnesota area and
associated with the AMA. During 2001, the Northland Region Karting Association,
affiliated with the World Karting Association (the "WKA"), organized and
sponsored several go-kart racing events, and the Nord Stern Regional Club of the
Porsche Club of America organized four weekend racing events for Porsche cars. A
similar schedule has been established for 2002.
Frequently CBIR rents the Raceway to various individuals or organizations for
their own unsanctioned events. Companies and other organizations use the track
for winter cold weather testing, driving schools and to test or film the
operation of various motor vehicles.
In addition to continuing to schedule the events discussed above, CBIR is also
seeking to establish additional revenue producing uses for the Raceway. For
2002, CBIR is adding "Thunder at the Lakes", a four day drag racing event for
non-professional drivers to be held over Memorial Day weekend, May 24
6
through May 27, 2002. This event will be sponsored by the Colonel's Truck
Accessories and sanctioned by the NHRA. CBIR is also pursing additional
spectator racing events and music festivals, obtaining additional advertising
and sponsorship, and the rental or sale of 18 recently completed condominium
units.
SANCTIONING ORGANIZATIONS
Most racing events conducted at the Raceway, including the five principal
spectator events held by CBIR during 2001, are sanctioned by an organization
which establishes, publishes and enforces rules relating to a specific class or
type of participating vehicle. These rules generally relate to the
specifications that each class of car or other vehicle must meet to be eligible
to race, to driver conduct and to other racing matters. CBIR enters into
agreements annually with the various applicable sanctioning bodies with respect
to each race it organizes and promotes. These agreements provide that the
appropriate sanctioning organization will sanction the race and provide
personnel to interpret and enforce its rules. The sanctioning bodies include the
SCCA (governing sports cars), the NHRA (governing drag racing), the AMA
(governing motorcycles) and the WKA (governing go-karts).
COMPETITION
The closest comparable race track which conducts road racing events similar to
those conducted by CBIR is located at Elkhart Lake, Wisconsin, which is
approximately 75 miles northwest of Milwaukee, Wisconsin, approximately 475
miles from the Raceway and approximately 350 miles from Minneapolis/St. Paul,
Minnesota. While there are drag race strips in Fargo, North Dakota, and Eau
Claire, Wisconsin, the closest drag race strips that own equipment and conduct
major drag race events comparable with that owned or conducted by CBIR are
located in Indianapolis, Indiana and Chicago, Illinois. While other regional
racetracks are not generally considered competitive with CBIR, other events in
CBIR's market area, such as sporting events, festivals and concerts, may tend to
attract persons who might otherwise attend CBIR's racing events. CBIR does not
generally consider the schedules of other spectator events when scheduling its
own events.
SEASONAL BUSINESS/WEATHER
Substantially all of CBIR's revenues arise from operation of the Raceway during
the period of May through October of each year. CBIR's revenues are derived
primarily from ticket sales for racing events, and adverse weather could
materially diminish the revenues that might otherwise be received by CBIR. While
sports car, stock car and motorcycle races may be conducted in many different
weather conditions, spectator attendance is significantly reduced when it rains.
A drag racing event cannot be held in rain and adverse weather could require the
rescheduling of such events or the cancellation of the event and the return of
ticket sale proceeds to ticket buyers. A substantial majority of CBIR's revenues
arise from drag racing events. In addition to adversely affecting attendance and
concession sales, adverse weather requires rescheduling of events, which results
in increased operating costs for the events. Bad weather was not a significant
factor in 2001.
EMPLOYEES
CBIR has 8 full-time employees. From April through October, CBIR employs 10
additional full-time grounds and track maintenance personnel. In addition, CBIR
engages various independent contractors and part time help to handle matters
such as public relations, drag racing events, perimeter and grounds security,
ticket sales and ticket handling, emergency medical service, concessions and
camping.
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PROPERTIES
CBIR owns and operates a three-mile race track, including a one-quarter mile
drag strip, located approximately six miles northwest of Brainerd, Minnesota.
The Raceway was initially constructed and first utilized for competitive racing
in 1968. The site of the Raceway consists of approximately 650 acres.
The Raceway is enclosed by an eight-foot chain link fence. The site provides
camping facilities and parking for approximately 17,500 vehicles. The Raceway
contains several buildings, including a four-story tower containing eleven
executive viewing suites, a control tower, three enclosed racing maintenance
buildings divided into stalls for participant repairs and various single story
buildings containing concession stands, restrooms and storage and service
facilities located throughout the property. The buildings are concrete or wood
frame construction. Grandstand bleachers for approximately 27,000 spectators are
primarily located along the dragstrip.
CBIR completed the construction of six fully furnished condominium units in
2000, which are being marketed for sale. Twelve additional units with room for
retail space, were completed in 2001 and are being marketed as rental units.
CBIR's executive offices and ticket sales are located at 927 South Saginaw
Street Flint, Michigan 48502, where CBIR leases approximately 5,000 square feet
of office space from Don Williamson, a majority shareholder of our Company.
THE COLONEL'S, INC. ("THE COLONEL'S")
As noted above, on December 17, 1998, the Company sold substantially all of the
assets of The Colonel's used in its bumper production operation. The Colonel's
retained ownership of certain real estate including 61 acres to be used in
connection with the proposed sports and entertainment complex along with certain
transportation equipment that was not part of the sale.
PROPERTIES
The Colonel's owns approximately 61 acres on I-75 in Mount Morris Township,
Michigan. Additionally, the Colonel's has options to purchase adjacent parcels
in Mount Morris Township, Michigan totaling approximately 215 acres.
The Colonel's owns various other properties totaling approximately 20 acres on
Clio Road located in Mount Morris Township, Michigan.
ITEM 2. PROPERTIES
We are a holding company with no independent operations. Significant properties
leased or owned through our subsidiaries are as follows:
o 951 Aiken Road, Owosso, Michigan
240,000 square foot manufacturing facility and corporate
headquarters (leased) See Item 13, "Certain Relationships and
Related Transactions" for terms
o 5523 Birchdale Road, Brainerd, Minnesota
Racetrack and supporting facilities on approximately 650 acres (owned)
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o I-75, Mount Morris Township, Michigan
61 acres (owned)
o I-75, Mount Morris Township, Michigan
Options to purchase an additional 215 acres adjacent to the property
described above
o Coldwater Road, Mount Morris Township, Michigan
20 acres (owned)
ITEM 3. LEGAL PROCEEDINGS
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 intention to sublease the
facility. The landlord has been awarded possession of the property and is
seeking damages of an undisclosed amount. We are vigorously defending this
matter and do not expect that it will have a material effect on our financial
condition.
As a result of the crash of an airplane owned by us in August 2000, claims have
been made against us. Three claims have been successfully settled and have been
covered by our 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
our 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 our insurance policy. However, there can be
no assurance that our insurance policy will be adequate to satisfy all the
claims concerning the crash.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of our shareholders during the fourth
quarter of 2001 through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our Common Stock has been traded on The Nasdaq SmallCap Market since January 2,
1996. The number of holders of record on January 7, 2002 was 239.
The table below sets forth the high and low sales prices by calendar quarter for
our Common Stock for 2001 and 2000:
2001 2000
-------------------------- -------------------------
High Low High Low
-------- --------- --------- --------
January - March $ 4.50 $ 1.50 $ 3.813 $ 2.00
April - June $ 8.00 $ 1.828 $ 3.719 $ 2.438
July - September $ 9.55 $ 5.22 $ 5.00 $ 1.281
October - December $ 8.68 $ 5.46 $ 4.094 $ 2.75
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During 2001 and 2000 we did not declare or pay any cash dividends on our Common
Stock. We do not anticipate declaring or paying any dividends in the foreseeable
future, rather we intend to apply earnings, if any, to the development of the
business of our subsidiaries. In July 2001, we declared a 2 for 1 stock split.
Share prices prior to July 2001 have been restated to reflect the split.
We made no unregistered sales of our securities in 2001.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data shown below for each of the five years in the period
ended December 31, 2001 has been derived from our consolidated financial
statements. The following data should be read in conjunction with the
consolidated financial statements and related notes thereto included in Appendix
A and "Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations."
2001 2000 1999 1998 1997
----------- ----------- ------------ ----------- -----------
Operations(1):
Operating revenues $16,817,966 $21,651,407 $36,217,508 $29,931,869 $11,772,242
Loss from continuing
operations $(3,979,891) $(1,875,046) $(5,078,556) $(2,488,422) $(1,190,086)
Net (loss) income $(3,979,891) $(1,875,046) $(5,078,556) $11,005,592 $ 3,408,759
Basic and diluted
(loss) earnings per share:
Continuing operations $ (0.08) $ (0.04) $ (0.11) $ (0.05) $ (0.03)
Net (loss) income $ (0.08) $ (0.04) $ (0.11) $ 0.23 $ 0.07
Financial Condition:
Current assets $ 4,908,035 $ 7,110,406 $11,839,638 $ 30,485,006 $16,207,880
Current liabilities $ 3,851,186 $ 3,937,688 $10,151,718 $ 13,628,479 $13,160,122
Total assets $22,190,241 $27,801,442 $39,884,719 $ 52,302,893 $44,880,280
Long term debt $ 608,002 $ 1,878,785 $ 3,073,601 $ 3,942,686 $ 8,844,055
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(1) The Company sold substantially all of the assets of The Colonel's, Inc.
used in its bumper production operations in December 1998. As a result,
operating revenues and loss from continuing operations for all periods
presented do not include the operations of the bumper division. The results
of the discontinued operations are included in net income.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange Commission (SEC), requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 of the notes to the consolidated financial
statements in Appendix A includes a summary of the significant accounting
policies and methods used in the preparation of our consolidated financial
statements. The following is a brief discussion of the more critical accounting
policies and methods used by our Company.
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In addition, Financial Reporting Release No. 61 was recently released by the SEC
to require all companies to include a discussion to address, among other things,
liquidity, off-balance sheet arrangements, contractual obligations and
commercial commitments.
GENERAL - Our consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America. As
such, we are required to make certain estimates, judgments and assumptions that
we believe are reasonable based upon information available. These estimates and
assumptions affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the dates of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting periods. The significant accounting policies which we believe are
the most critical to aid in fully understanding and evaluating the reported
consolidated financial results include the following:
REVENUE RECOGNITION - For sales of products, we recognize revenue at the time
the product is shipped and title is passed to our customers. We offer discounts
for prompt payment, which allows customers to take deductions against amounts
owed. We maintain a provision for discounts and monitor discounts taken. For
CBIR, revenue is recognized when earned at the time of the related event.
Advance sales and event related revenues for future events are deferred until
earned.
ACCOUNTING FOR CERTAIN LONG-LIVED ASSETS - Our consolidated balance sheets
include significant amounts of long-lived assets and goodwill. We evaluate
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. When it is probable that undiscounted future cash flows
will not be sufficient to recover an asset's carrying amount, the asset is
written down to its estimated fair value. Long-lived assets to be disposed of
are reported at the lower of carrying amount or fair value less cost to sell.
Assumptions regarding our future business outlook affect our evaluation. While
we continue to review and analyze many factors that can impact our business
prospects in the future, our analyses are subjective and are based on conditions
existing at and trends leading up to the time the assumptions are made. Actual
results could differ materially from these assumptions. Our judgments with
regard to our future business prospects could impact whether or not an
impairment is deemed to have occurred, as well as the timing of the recognition
of such an impairment charge.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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
11
"Risk Factors" constitute cautionary statements identifying important factors
with respect to the forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.
BACKGROUND AND SUBSIDIARIES
As discussed herein we have two subsidiaries: The Colonel's Truck Accessories,
Inc. ("CTA"), and The Colonel's Brainerd International Raceway, Inc. ("CBIR").
The Colonel's Inc. ("The Colonel's") is an inactive subsidiary, having sold
substantially all of its assets except for certain land and transportation
equipment. Information about the businesses of these subsidiaries is set forth
in Item 1.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets decreased from $7,110,000 at December 31, 2000
to $4,908,000 at December 31, 2001. This decrease primarily related to a
$1,334,000 decrease in cash and a $646,000 decrease in inventory. Our
consolidated current liabilities decreased from $3,938,000 at December 31, 2000
to $3,851,000 at December 31, 2001. This decrease primarily relates to $176,000
decrease in accounts payable.
Cash decreased by $1,334,000 from the year ended December 31, 2000 to December
31, 2001 primarily due to cash generated in operating activities of $1,018,000
offset by capital expenditures of $1,047,000, debt repayments of $1,195,000 and
net advances to related parties of $538,000. We lease our Owosso, Michigan
facility and our Flint, Michigan ticket office from companies controlled by
Donald J. Williamson, who together with his wife own approximately 98% of our
outstanding common stock. Rental payments to related parties of $626,000 are
included in our cash flows in 2001.
Accounts receivable-trade increased by approximately $90,000 from $785,000 as of
December 31, 2000 to $875,000 at December 31, 2001, due to increased sales
activity for CTA associated with the fourth quarter of 2001, as compared to the
fourth quarter of 2000.
Federal income taxes receivable relate to net operating losses eligible for
carryback to 1998. The balance of $914,000 at December 31, 2001 represents the
amount due per our Federal income tax return as filed, compared to our estimate
of such amount at December 31, 2000 of $1,029,000. See also subsequent events.
Note receivable - related party 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.
Inventories decreased by approximately $646,000 between December 31, 2000 and
December 31, 2001, from $1,796,000 to $1,150,000 primarily as a result of
increased sales activity for fourth quarter of 2001, as compared to the fourth
quarter of 2000 and an overall reduction in bedliners produced due to the
anticipated slow down in sales in the fourth quarter of 2001 and early into
2002.
Other assets-current decreased $188,000, from $788,000 at December 31, 2000 to
$600,000 at December 31, 2001, primarily due to amounts received relative to the
sale of miscellaneous non-productive assets recorded at December 31, 2000.
Net property, plant and equipment decreased by approximately $2,813,000 from
$12,611,000 at December 31, 2000 to $9,798,000 at December 31, 2001 due to fixed
asset additions of $1,047,000 offset by depreciation for the period of
$1,990,000 and the write-down of impaired assets of $1,859,000 related to
condominium units at our CBIR facility. Costs to complete the condominium units,
leasehold improvements, land improvements, furniture and fixtures, molds, and
tooling comprised additions during the period.
12
Goodwill decreased by approximately $387,000 from $1,518,000 at December 31,
2000 to $1,131,000 at December 31, 2001 as a result of normal amortization
expense over a seven-year period.
Other assets-long term decreased $73,000 from $1,687,000 at December 31, 2000 to
$1,614,000 at December 31, 2001 primarily as a result of the write-off of
payments made for option agreements on the purchase of land to develop the
Complex.
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $176,000 from $1,445,000 at December
31, 2000 to $1,269,000 at December 31, 2001 due to a reduction in material
purchases for bedliner production and available cash to pay amounts owed.
Accrued expenses were $1,298,000 at December 31, 2000 compared to $1,311,000 at
December 31, 2001.
During 2000 and 2001 we 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, we advanced $223,000 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, it is Mr. Williamson's intent to contribute the facility to us, at
which time the advance would be forgiven. The total amount outstanding at
December 31, 2001 and 2000 was $1,496,000 and $958,000 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 $200,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate and a single principal payment of $50,000
per year through 2004.
In 1995, we leased $2,689,000 of equipment under a 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 in 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 $16,818,000, $21,651,000 and $36,218,000 for the years ended
December 31, 2001, 2000 and 1999 respectively. Revenues attributable to CTA were
$13,502,000, $18,302,000 and $32,572,000 for the years ended December 31, 2001,
2000 and 1999 respectively. The decrease in CTA's revenue was primarily
attributed to the sale of retail store operations in 1999 and 2000. Revenue from
retail store operations was $5,346,000 in 2000 and $16,784,000 in 1999. CBIR's
revenues were
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$3,316,000, $3,349,000 and $3,646,000 for the years ended December 31, 2001,
2000 and 1999 respectively.
Cost of sales were $13,501,000, $18,691,000 and $31,231,000 for the years ended
December 31, 2001, 2000, 1999 respectively or 80% for 2001, and 86% for both
2000 and 1999 as a percentage of revenue. Cost of sales attributable to CTA were
$10,405,000, $15,628,000 and $28,037,000 for the years ended December 31, 2001,
2000 and 1999 respectively. The decrease in cost of sales is primarily
attributed to the sale of retail store operations and the consolidation of the
bedliner manufacturing operations of our former subsidiary, The Colonel's Rugged
Liner, Inc. ("CRL") with CTA's, Owosso, Michigan facility in the second quarter
of 2000. Gross profit for CTA was 23% of sales in 2001 and 14% of sales in 2000
and 1999. Cost of sales attributable to CBIR were $3,096,000, $3,063,000 and
$3,194,000 for the years ended December 31, 2001, 2000 and 1999 respectively.
Selling, general and administrative expenses were $5,606,000, $7,114,000 and
$9,477,000 in 2001, 2000 and 1999 respectively, or as a percentage of revenues,
33% for both 2001 and 2000 and 26% for 1999. Selling, general and administrative
expenses attributable to CTA were $4,749,000, $5,735,000 and $8,410,000 for the
years ended December 31, 2001, 2000 and 1999 respectively. The overall decrease
in expense is primarily due to the sale of retail store operations.
Additionally, we consolidated most of our administrative functions into our
Owosso, Michigan facility in 2000. Included in selling, general and
administrative expense in 2001 are costs to effect the 2 for 1 stock split of
$95,000 and the cost to register the shares of Donald J. and Patsy Lou
Williamson, our majority shareholders of $215,000.
Selling, general and administrative expenses for CBIR were $857,000, $1,379,000
and $1,067,000 for the years ended December 31, 2001, 2000 and 1999
respectively. Legal fees of $670,000 and $394,000, related to a lawsuit settled
in 2000 involving two former employees, are included in fiscal years 2000 and
1999 respectively for CBIR.
There was no significant gain or loss on the disposal of assets in 2001. Net
gain on disposal of assets was $1,649,000 for the year ended December 31, 2000
and is comprised principally of a gain of $1,873,000 related to the sale of our
Tecumseh, Michigan facility, a gain of approximately $733,000 related to the
sale of vacant property in Davison, Michigan, offset by a loss of $125,000
related to the total loss of the Company's aircraft and losses of $736,000 and
$102,000 on the sale of retail store operations and other unused production
assets, respectively. A net loss on the disposal of assets of $143,000 was
incurred for the year ended December 31, 1999 and is related principally to a
loss of $424,000 on the sale of retail store operations offset by a gain of
$281,000 on the sale of unused production equipment.
The write-down of impaired assets of $1,859,000 in 2001 relates to 18 recently
constructed condominium units at our CBIR facility in Brainerd, Minnesota. The
write-down reflects the estimated fair value of the condominiums considering
future cash flows. There was no write-down of impaired assets in 2000. The
write-down of impaired assets of $3,481,000 for 1999 includes $570,000 for
property, plant and equipment and inventory at retail store locations held for
sale, $266,000 in goodwill associated with store locations held for sale,
$222,000 of low usage bedliner molds and tooling used in our Owosso, Michigan
operation and $1,583,000 in tooling, molds, machinery and equipment, furniture
and fixtures in use at our Uniontown, Pennsylvania bedliner facility which was
closed during the second quarter of 2000, as well as $840,000 in goodwill
associated with the Rugged Liner product lines. We consolidated our
manufacturing operations into our Owosso, Michigan facility and sold or closed
retail stores to reduce manufacturing costs and selling, general and
administrative expenses.
Interest expense in 2001 decreased by $352,000 from 2000, primarily due to
interest and penalties in 2000 associated with the late payment of our 1998
Federal income taxes. Interest expense was $696,000 lower in 2000 as compared to
1999 for the same reason.
14
Interest income in 2001 decreased by $25,000 from 2000 primarily due to interest
earned on a land contract related to the sale of our headquarters in 2000,
offset by changes in interest earned on notes receivable related party and
excess cash available for investment purposes at prevailing rates. Interest
income in 2000 decreased by $101,000 from 1999 for the same reasons.
We ceased leasing portions of our Tecumseh, Michigan facility to third parties
and sold it during the third quarter of 2000. Net rental income was $139,000,
$188,000 and $470,000 for the years ending 2001, 2000 and 1999, respectively.
We made non-refundable deposits totaling $222,000 as of December 31, 2001 and
entered into various agreements to purchase land in Mount Morris Township,
Michigan in connection with our proposed plan to develop a sports and
entertainment complex. Since financing for development of the project was not in
place at December 31, 2001, these deposits have been expensed.
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 need to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, the current term of our sanctioning agreement ends
on December 31, 2002. In the event the sanctioning agreement is not extended, it
is likely that our results of operations would be adversely affected.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and maintain effective
marketing programs, the number and location of our competitors and general
market and economic conditions.
15
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.
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
16
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
NEW ACCOUNTING PRONOUNCEMENTS
We did not adopt any new accounting pronouncements in fiscal 2001 that had a
material impact on our financial condition or results of operations.
On January 1, 2001 we adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended. The adoption of this standard, as amended, did not have
a material impact on our financial condition or results of operations.
17
In June 2001, the Financial Accounting Standard Board (FASB) issued SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS 142 requires goodwill to be
subject to annual impairment testing instead of amortization. We will adopt this
standard effective January 1, 2002. Management is currently analyzing the impact
of adoption of this standard, and anticipates it will result 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. In addition, the adoption will
eliminate annual amortization expense of approximately $387,000 or $.01 per
share. See Note 2 to the consolidated financial statements included in Appendix
A.
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 has not assessed the impact of the adoption of SFAS 144 on the
Company's financial position or results of operations.
SEGMENT REPORTING
For a discussion of our business segments, see Note 14 to the consolidated
financial statements included in Appendix A.
SUBSEQUENT EVENTS
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, we will carryback to 1997
approximately $1,642,000 of net operating losses for which there is currently a
valuation allowance. In addition, we believe that we may realize the tax benefit
of certain deferred taxes for which there is currently a valuation allowance.
The tax benefit of the carryback and change in the valuation allowance will be
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 in enacted.
During the first quarter of 2002, we made net advances of $381,000 on behalf of
Donald J. Williamson, our majority shareholder for construction costs related to
a convenience store and gas station adjacent to CBIR's facility in Brainerd,
Minnesota. Upon completion, it is Mr. Williamson's intent to contribute the
facility to us at which time the advances would be forgiven. Additionally, in
the first quarter of 2002, we paid $40,000 on behalf of affiliated entities
controlled by Donald J. Williamson. These expenses are for the use of a common
payroll processing service for which direct reimbursement is to be made as well
as a pro rata share of general insurance coverage.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under the heading "Market Risk Disclosure" in Item 7 above,
which is herein incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and supplementary data required under Item 8 are set
forth in Appendix A to this Report on Form 10-K and are herein incorporated by
reference.
18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
BOARD OF DIRECTORS. Our Board of Directors currently consists of seven members
(in alphabetical order): Maureen C. Cronin, J. Daniel Frisina, Ted M. Gans,
Donald R. Gorman, Eric Hipple, Ronald J. Rolak, and Donald J. Williamson.
MAUREEN C. CRONIN (57) Ms. Cronin is a Director of the Company. Ms. Cronin was
an Investment Specialist with Charles Schwab & Company in West Palm Beach,
Florida from 1995 to 2000. From 1994 to 1995, she served as Vice President of
Ted Williams Family Enterprises in Citrus Hills, Florida. From 1991 to 1994, she
served as a Financial Consultant and Broker with Salomon Smith Barney/Dean
Witter, in Boston, Massachusetts. Ms. Cronin serves as the Chairperson of the
Audit Committee. Ms. Cronin has served as a Director since September 2000. Her
current term as a Director expires in 2003.
J. DANIEL FRISINA (53). Mr. Frisina is a Director of the Company and a Director
of The Colonel's Brainerd International Raceway, Inc. ("CBIR"). Mr. Frisina's
principal occupation is an independent consultant to manufacturers and
distributors in the automotive parts industry. Mr. Frisina is also a principal
and President of Boomers Investment Group, which invests in and manages
restaurants, lounges and other hospitality service companies. Previously he was
a Director of Global Development for Shyi Tan Enterprises, a Taiwanese
manufacturer of autobody parts from 1996 to 1999. He also served as a consultant
for Cheng Hong Legion Co., Ltd. (from 1992 to 1996). He was the Chairman of the
Board of the Autobody Parts Association, an association that represents the
interests of the distributors, suppliers and manufacturers of alternative
collision replacement parts. He served as President of The Colonel's from 1988
through 1991. He served as Treasurer and Chief Financial Officer of Brainerd
International, Inc., the Company's predecessor, during 1995. Mr. Frisina serves
on the Audit Committee of the Board of Directors. He has served as a Director of
the Company since 1995. His current term as a Director of the Company expires in
2002.
TED M. GANS (67). Mr. Gans is a Director of the Company and a Director of The
Colonel's Truck Accessories, Inc. ("CTA"). Mr. Gans' principal occupation since
1965 has been as the President and Director of Ted M. Gans, P.C., a law firm in
Bloomfield Hills, Michigan, of which he is the sole owner. Mr. Gans also serves
as a Director of Patsy Lou Williamson Buick-GMC, Inc., a company wholly owned by
Patsy L. Williamson, the wife of Donald J. Williamson. Mr. Gans serves on the
Executive Committee, the Compensation Committee and the Nominating Committee of
the Board of Directors. He has served as a Director of the Company since 1995.
His current term as a Director of the Company expires in 2004.
DONALD R. GORMAN (70). Mr. Gorman is a Director of the Company. Since 1958 Mr.
Gorman has been owner and President of D. G. Custom Chrome, LLC. Mr. Gorman was
also the owner and President of P. G. Products, Inc., of Cincinnati, Ohio, which
prior to the sale of the assets of The Colonel's in December 1998 was one of the
Company's major customers. Mr. Gorman serves on the Compensation Committee and
the Nominating Committee of the Board of Directors. He has served as a Director
of the Company since 1997. His current term as a Director of the Company expires
in 2004.
ERIC HIPPLE (44). Mr. Hipple is a Director of the Company. Mr. Hipple from time
to time provides independent consulting services to the Clio Agency, Inc., a
company wholly owned by Donald J.
19
Williamson and also to Patsy Lou Williamson Buick-GMC, Inc. a company wholly
owned by Patsy L. Williamson, the wife of Donald J. Williamson. Mr. Hipple is a
former quarterback for the Detroit Lions. He finished his career in the National
Football League in 1989. From 1990 to 1997, he was the President and owner of
Hipple & Associates, an insurance agency in Brighton, Michigan. From 1995 to the
present, he has served as a football analyst with a Fox television affiliate in
the Detroit area. He has also served as a Senior Account Representative with
Rho-Mar Agency, an insurance agency located in Farmington Hills, Michigan. Mr.
Hipple serves as a director of a number of charitable organizations in Michigan.
Mr. Hipple serves on the Executive Committee of the Board of Directors. He has
served as a Director of the Company since September 2000. His current term as a
Director of the Company expires in 2003.
RONALD J. ROLAK (54). Mr. Rolak is a Director of the Company. Mr. Rolak is the
Development Director for the Powers Catholic High School Educational Trust Fund,
in Flint, Michigan. He has held this position since 1986. From 1973 to 1986, Mr.
Rolak was a high school instructor and a varsity football coach at Powers
Catholic High School. Mr. Rolak also serves as a director of a number of
charitable organizations in Genessee County, Michigan. Mr. Rolak serves on the
Audit Committee, the Compensation Committee and the Nominating Committee of the
Board of Directors. He has served as a Director of the Company since 1999. His
current term as a Director of the Company expires in 2002.
DONALD J. WILLIAMSON (68). Mr. Williamson is the founder of the Company and is a
Director and the Chairman of the Board and Chief Executive Officer of the
Company. He is also a Director and officer of each of the Company's
subsidiaries. From November 1995 until February 1997 he was the President, Chief
Executive Officer and a Director of the Company. Between February 1997 and May
1998, Mr. Williamson served as a consultant to the Company. Mr. Williamson
serves on the Executive Committee of the Board of Directors. He has served as a
Director of the Company since 1995. His current term as a Director of the
Company expires in 2004.
EXECUTIVE OFFICERS. As mentioned above, Mr. Williamson is the Chairman of the
Board and Chief Executive Officer of the Company. Two additional executive
officers are:
GREGORY T. STRZYNSKI (43). Mr. Strzynski is the Chief Financial Officer of the
Company. He joined the Company in August 1999. Mr. Strzynski was the Corporate
Controller of Kitty Hawk International, Inc., formerly known as American
International Airways, Inc., from 1993 to 1999. From 1990 to 1993, he served as
Corporate Controller for United Solar Systems Corp., a joint venture research
and development company between Energy Conversion Devices, Inc. and Canon, Inc.
of Japan. From 1988 to 1989 he was Corporate Controller for Armada Products
Company, an automotive supplier.
WILLIAM SINGLETERRY (57). Mr. Singleterry is the Vice President of Marketing and
Development of the Company. He also serves as the President of CTA. Mr.
Singleterry served as the Director of Operations for the Bumper Division of The
Colonel's from 1991 to 1998. Prior to that time, he was the Regional Sales
Manager. From 1982 to 1989, he served as General Manager for Auto Body
Connection, a bumper manufacturer and distributor.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Company's Directors,
officers and persons who own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and Nasdaq. Directors, officers and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, other than as described in "Disgorgement
of Trading Profits" below, no Director, officer or beneficial owner of more than
10% of the Company's outstanding Common
20
Stock failed to file on a timely basis any report required by Section 16(a) of
the Exchange Act with respect to the year ended December 31, 2001.
DISGORGEMENT OF TRADING PROFITS
During the quarter ending June 30, 2001, the Company became aware that one of
its officers, William Singleterry, had engaged in trading in the stock of the
Company that was not in compliance with Section 16 of the Securities Exchange
Act of 1934. As a result, the Company has sought and has received the
disgorgement of any profits that Mr. Singleterry received as result of his
improper trading. During the quarter ending June 30, 2001, Mr. Singleterry paid
the Company $208,126 which was credited to paid in capital. In July 2001, Mr.
Singleterry paid the Company an additional $16,926, satisfying this matter in
its entirety.
Additionally, in October 2001 the Company became aware of improper trading
activity of its common stock through a brokerage account controlled by Patsy Lou
Williamson Buick-GMC, Inc., a company wholly owned by Patsy Lou Williamson, the
wife of Donald J. Williamson. In November 2001, the Company's Board of Directors
sought and received on behalf of the Company the total disgorgement of
approximately $31,000 of profits as a result of this trading. Form 4 reporting
this activity for the months of August and September of 2001 were filed late.
ITEM 11. EXECUTIVE COMPENSATION.
Compensation Summary. The following Summary Compensation Table shows certain
information concerning the compensation earned during each of the three fiscal
years in the period ended December 31, 2001, of the Chief Executive Officer of
the Company and each executive officer of the Company whose cash compensation in
2001 exceeded $100,000.
21
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------------- -------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- --------------------------------- ------ ---------- --------- -------------- -------------
Donald J. Williamson 2001 $ 160,000 $ 10,000 $0 10,000
Chairman of the Board, 2000 166,923 0 0 10,000
Chief Executive Officer 1999 510,000 0 0 0
and Director
William Singleterry 2001 $ 154,203 $ 10,000 $0 10,000
Vice President of Development 2000 148,354 0 0 10,000
1999 158,653 0 0 0
Gregory T. Strzynski (1) 2001 $ 117,923 $ 10,000 $0 10,000
Chief Financial Officer 2000 96,827 21,500 0 10,000
1999 38,365 6,000 0 0
- -------------------
(1) Compensation for 1999 represents approximately five months rather than a
full year because Mr. Strzynski joined the company in August 1999.
STOCK OPTIONS
Pursuant to the automatic grant provisions of the Company's 1995 Long-Term
Incentive Plan (the "LTIP"), during 2001 Ms. Cronin, Messrs. Frisina, Gans,
Gorman, Hipple, and Rolak received options to purchase a total of 20,910 shares
of Common Stock. Additionally, in October 2001, each director and Messrs.
Singleterry and Strzynski received options to purchase 10,000 shares of Common
Stock. Ms. Cronin exercised 11,620 options in December of 2001. None of the
Company's Officers or other Directors exercised any of their outstanding options
during 2001.
22
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation or Option
Individual Grants Term
----------------------------------------------------------------- ---------------------------
% of Total
Options
Number of Granted to Exercise
Securities Employees/ or Base
Underlying Directors in Price Expiration
Name Options Fiscal Year ($/Sh) Date 5%($) 10%($)
- --------------------- ------------ -------------- ------- ----------- ------- -------
Donald J. Williamson 10,000 9% $6.63 10/19/11 $41,696 $105,665
William Singleterry 10,000 9% $6.63 10/19/11 $41,696 $105,665
Gregory T. Strzynski 10,000 9% $6.63 10/19/11 $41,696 $105,655
FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Securities Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End Fiscal Year-End (1)
---------------------------------------- ------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------- ------------------ ----------------- ---------------- ------------------
Donald J. Williamson 10,000 10,000 $ 47,100 $ 10,800
William Singleterry 20,000 10,000 91,700 10,800
Gregory T. Strzynski 10,000 10,000 47,100 10,800
- -----------------
(1) Based on the market value of the Company's Common Stock as of December 31,
2001 ($7.71 per share), minus the exercise price, multiplied by the number
of options.
COMPENSATION OF DIRECTORS
Effective for 2001, Directors will receive an annual fee of $4,500 plus $1,000
for each Board meeting attended. Additionally, Directors are reimbursed for
expenses incurred in attending meetings of the Board of Directors and committees
thereof and are granted options under terms of the Companies Long-Term Incentive
Plan.
PENSION PLAN
The Company does not provide a retirement plan.
23
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gans, Gorman and Rolak are members of the Compensation Committee of the
Board of Directors. No other Directors or executive officers of the Company took
part in deliberations concerning the compensation of executive officers of the
Company during fiscal 2001. None of Messrs. Gans, Gorman or Rolak has any
employment relationship with the Company or any of its subsidiaries. However,
Mr. Gans is a Director of the Company and practices law with Ted M. Gans, P.C.
During the past year, as well as the current year, the Company and its
subsidiaries retained Ted M. Gans, P.C. for certain legal services. Fees paid
for 2001 were approximately $15,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors currently consists of
Messrs. Gans, Gorman and Rolak.
The basic compensation philosophy of the Company is to provide competitive
salaries. The Company's executive compensation policies are designed to achieve
two primary objectives:
o Attract and retain well-qualified executives who will lead the Company
and achieve and inspire superior performance;
o Provide incentives for the achievement of long-term financial goals.
Executive compensation consists primarily of two components: base salary and
benefits; and amounts paid (if any) under the Company's LTIP. Each component of
compensation is designed to accomplish one or both of the compensation
objectives.
The participation of specific executive officers and other key employees in the
Company's LTIP is recommended by the Board's Compensation Committee and all
recommendations (including the level of participation) are reviewed, modified
(to the extent appropriate) and approved by the Board.
BASE SALARY
To attract and retain well-qualified executives, it is the Compensation
Committee's policy to establish base salaries at levels and provide benefit
packages that are considered to be competitive. Base salaries of executive
officers are determined by the Board of Directors on an individual basis. In
determining the base salary for an executive officer, the Compensation Committee
will recommend to the full Board for approval a base salary for the officer
determined by the Compensation Committee taking into consideration factors
including: (1) the individual's performance, (2) the individual's contributions
to the Company's success, (3) the level and scope of the individual's
responsibilities, (4) the individual's tenure with the Company and in his or her
position and (5) pay practices for similar positions by comparable companies.
LONG-TERM INCENTIVE PLAN
The LTIP is used primarily to grant stock options. However, the LTIP also
permits grants of restricted stock, stock awards, stock appreciation rights and
tax benefit rights if determined to be desirable to advance the purposes of the
LTIP. These grants and awards are referred to as "Incentive Awards." By
combining in a single plan many types of incentives commonly used in long-term
incentive compensation programs, the LTIP provides significant flexibility to
the Compensation Committee to tailor specific long-term incentives that would
best promote the objectives of the LTIP and in turn promote the interests of the
Company's shareholders.
24
Directors, executive officers and other key employees of the Company and its
subsidiaries are eligible to receive Incentive Awards under the LTIP. A maximum
of 2,000,000 shares of Common Stock (subject to certain antidilution
adjustments) are available for Incentive Awards under the LTIP. Of the 2,000,000
shares authorized for Incentive Awards under the LTIP, only one-half can be
awarded as restricted stock.
The LTIP is administered by the Compensation Committee, which is comprised of
non-employee Directors, none of whom participates or is eligible to participate
in any long-term incentive plan of the Company or its subsidiaries, except for
nondiscretionary stock option grants based upon a specified formula, and if the
Board so determines, each of whom must be an "outside director" as defined in
the rules issued pursuant to Section 162(m) of the Internal Revenue Code. The
Compensation Committee makes determinations, subject to the terms of the LTIP,
as to the persons to receive Incentive Awards, the amount of Incentive Awards to
be granted to each person, the terms of each grant and all other determinations
necessary or advisable for administration of the LTIP.
The LTIP was approved by the shareholders of Brainerd International, Inc., the
Company's predecessor, on November 21, 1995. During 2001, Ms. Cronin, Messrs.
Frisina, Gans, Gorman, Hipple, and Rolak, as non-employee Directors of the
Company, each received automatic stock option grants covering a total of 20,910
shares of Common Stock. Additionally, in October 2001, each director and Messrs.
Singleterry and Strzynski received options to purchase 10,000 shares of Common
Stock.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code provides that publicly held
corporations may not deduct compensation paid to certain executive officers in
excess of $1 million annually, with certain exemptions. The Company has examined
its executive compensation policies in light of Section 162(m) and the
regulations adopted by the Internal Revenue Service to implement that section.
It is not expected that any portion of the Company's deduction for employee
remuneration will be disallowed in 2002 or in future years by reason of actions
expected to be taken in 2002.
Respectfully submitted,
Ted M. Gans
Donald R. Gorman
Ronald Rolak
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock to the Nasdaq Domestic Index and an index of peer
companies that produce automobile replacement parts or own and operate motor
sports entertainment facilities, assuming an investment of $100.00 at the
beginning of the period indicated.
The Nasdaq Domestic Index is a broad equity market index consisting of certain
domestic companies traded on the Nasdaq Stock Market. The index of peer
companies was constructed by the Company and includes the companies listed in
the footnote to the graph below. In constructing the peer index, the return of
each peer group company was weighted according to its respective stock market
capitalization at the beginning of each period indicated. Cumulative total
stockholder return is measured by dividing: (1) the sum of (a) the cumulative
amount of dividends for the measurement period, assuming dividend reinvestment,
and (b) the difference between the share price at the end and the beginning of
the measurement period; by (2) the share price at the beginning of the
measurement period.
25
[COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN GRAPH]
(1) The index of peer companies consists of American Axle and Manufacturing
Holdings, Inc; Dana Corp.; Dura Automotive Systems, Inc.; Eaton
Corporation; Johnson Controls, Inc.; Tower Automotive, Inc.; and
International Speedway Corporation
26
The dollar values for total stockholder return plotted in the graph above are
shown in the table below:
NASDAQ Peer
Date The Company Domestic Index Index
- -------------------------- ----------------------- --------------------- --------------
December 31, 1996 $ 100.00 $ 100.00 $ 100.00
December 31, 1997 150.00 122.48 134.14
December 31, 1998 113.89 172.68 139.81
December 31, 1999 163.89 320.90 114.76
December 31, 2000 170.84 193.01 88.33
December 31, 2001 342.67 153.15 107.85
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the number of shares of
Common Stock held by each shareholder who is known to the Company's management
to be the beneficial owner of more than 5% of the outstanding shares as of March
6, 2002:
Name and Address Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class(1)
--------------------- ------------------ -------------------------------- -----------
Donald J. Williamson 23,889,160 shares Sole voting and investment power 49.4 %
951 Aiken Road 0 shares Shared voting or investment power 0.0 %
Owosso, MI 48867
Patsy L. Williamson 23,309,400 shares Sole voting and investment power 48.3 %
951 Aiken Road 0 shares Shared voting or investment power 0.0 %
Owosso, MI 48867
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of shares of Common Stock,
held as of March 6, 2002 by each director, each of the named executive officers
and by all directors and executive officers of the Company as a group:
Name Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class (1)
--------------------- -------------- ---------------------------------- ----------
Maureen C. Cronin(2)(3) 20,828 shares Sole voting and investment power *
0 shares Shared voting or investment power *
J. Daniel Frisina (2)(3) 46,635 shares Sole voting and investment power *
0 shares Shared voting or investment power *
27
Ted M. Gans (2)(3) 46,635 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Donald R. Gorman (2)(3) 45,585 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Eric Hipple(2)(3) 25,105 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Ronald J. Rolak (2)(3) 29,515 shares Sole voting and investment power *
7,900 shares Shared voting or investment power *
William Singleterry (4) 30,000 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Gregory T. Strzynski(4) 20,000 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Donald J. Williamson(2)(5) 23,889,160 shares Sole voting and investment power 49.4%
0 shares Shared voting or investment power *
Directors and Officers as a 24,153,463 shares Sole voting and investment power 49.9%
group(5) 7,900 shares Shared voting or investment power *
- --------------------
* Does not exceed 1%.
(1) Percentages: The percentages set forth in this column were calculated on
the basis of 48,362,953 shares of Common Stock outstanding as of March 6,
2002, plus shares of Common Stock subject to options held by the listed
persons that were exercisable on March 6, 2002 or that will become
exercisable within 60 days after March 6, 2002. Shares subject to such
options are considered to be outstanding for purposes of this chart. The
number of shares subject to such options for each listed person is set
forth below:
Director/Officer Options Weighted Average
---------------- ------- Exercise Price
----------------
Maureen C. Cronin 13,485 $ 6.20
J. Daniel Frisina 46,635 4.04
Ted M. Gans 46,635 4.04
Donald R. Gorman 45,585 4.06
Eric Hipple 25,105 4.72
Ronald J. Rolak 29,515 4.45
William Singleterry 30,000 4.29
Gregory T. Strzynski 20,000 4.82
Donald J. Williamson 20,000 4.82
------- ------
All directors and executive officers as a group 276,960 $ 4.39
======= ======
28
(2) Stock Option Grants to Directors: Pursuant to the Company's 1995 Long-Term
Incentive Plan (the "LTIP"), the Company's Board of Directors in February
1997, September 2000 and October 2001 granted to each person who was then a
non-employee Director of the Company options to acquire up to 10,000 shares
of Common Stock. The stock options granted in 1997 and 2000 are currently
exercisable.
(3) Automatic Stock Option Grants to Non-Employee Directors: Under the LTIP,
each non-employee director of the Company receives an automatic grant of
options in March and September of each year. The number of shares subject
to each option started at 1,000 when the LTIP became effective in 1996.
Under the terms of the LTIP, for each grant after that time the number of
shares subject to each option increases by 5% from the previous grant. When
a new non-employee Director is elected or appointed to the Board, he or she
will immediately receive an option in an amount equal to the last grant.
Ms. Cronin and Messrs. Frisina, Gans, Gorman, Hipple and Rolak were each
granted options to purchase 1,700 shares of Common Stock on March 1, 2001,
and options to purchase 1,785 shares of Common Stock on September 1, 2001.
All of these options are currently exercisable.
(4) William Singleterry/ Gregory Strzynski: In February 1997, Mr. Singleterry
was granted options to acquire up to 10,000 shares of Common Stock. In
September 2000 and October 2001, Mr. Singleterry and Mr. Strzynski were
granted options to purchase up to 10,000 shares of Common Stock. The stock
options granted in 1997 and 2000 are currently exercisable.
(5) Total Stock Ownership: Excludes the 23,309,400 shares of Common Stock owned
by Patsy Williamson, the wife of Donald J. Williamson. See "Security
Ownership of Certain Beneficial Owners" above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company and its subsidiaries are parties to certain transactions with
related parties, which are summarized below. Many of the transactions described
below involve Donald and Patsy Williamson, husband and wife. Mr. Williamson is
the Chairman of the Board, the Chief Executive Officer and a Director of the
Company. Together, Mr. and Mrs. Williamson own approximately 98 percent of the
outstanding shares of the Company's Common Stock.
In February 1999, the Company loaned $5,200,000 to South Saginaw, L.L.C., a
limited liability company owned by Mr. Williamson. To evidence this loan, Mr.
Williamson signed a subordinated mortgage providing for interest at the annual
rate of 8% and calling for monthly payments of principal and interest of $43,476
beginning April 1, 1999. The note is current at December 31, 2001. Mr.
Williamson used the proceeds of this loan to purchase real property in Davison,
Michigan.
Lease of Owosso, Michigan Facility. CTA leases its Owosso, Michigan facility
from 620 Platt Road, L.L.C. Donald and Patsy Lou Williamson are the sole members
of 620 Platt Road L.L.C. The lease agreement requires monthly payments of
$50,000 through December 2009. CTA pays all taxes, insurance and maintenance
expenses related to the facility. Rent expense on this lease was $600,000 and
$580,000 for the years ending December 31, 2001 and 2000 respectively.
29
Lease of Flint, Michigan Ticket Office. CBIR leases its executive and ticket
offices from Donald J. Williamson. CBIR pays all taxes, insurance and
maintenance expenses related to the facility. Rent expense on this lease was
$25,500 for the year ending December 31, 2001.
Net Advances to Related Parties. During 2001, 2000 and 1999 the Company paid
certain expenses on behalf of affiliated entities controlled by Donald J.
Williamson. These expenses are predominantly for the use of a common payroll
processing service for which direct reimbursement is made as well as a pro rata
share of general insurance coverage. In 2001, the Company also advanced $223,000
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, it is Mr. Williamson's intent to contribute the
facility to the Company, at which time the advance would be forgiven. The total
amount outstanding at December 31, 2001, 2000 and 1999 was $1,496,000, $958,000
and $540,000 respectively.
Williamson Buick-GMC, Inc. Mrs. Williamson owns an automobile dealership. The
Company engages in certain transactions with this dealership, including the
purchase of automobiles, parts, and automotive services. During 2001, purchases
of automobiles, parts and services by the Company from the Williamson dealership
was approximately $32,000. CTA sold approximately $11,000 worth of bedliners and
truck accessories to the Williamson dealership in 2001.
Transactions with Directors. Ted M. Gans is a Director of the Company and
practices law with Ted M. Gans, P.C. During the past year and the current year,
the Company retained Ted M. Gans, P.C. for certain legal services and it is
anticipated that the Company will continue to do so. Fees paid for 2001 were
approximately $15,000.
ITEM 14(A)(1). FINANCIAL STATEMENTS.
Attached as Appendix A.
The following consolidated financial statements of Sports Resorts International,
Inc. and subsidiaries are filed as a part of this report:
* Independent Auditors' Report
* Consolidated Balance Sheets as of December 31, 2001 and 2000
* Consolidated Statements of Operations for the years ended
December 31, 2001, 2000 and 1999
* Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2001, 2000 and 1999
* Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999
* Notes to Consolidated Financial Statements for the years ended
December 31, 2001, 2000 and 1999
* Independent Auditors' Report on Schedule II
* Schedule II - Valuation and Qualifying Accounts
ITEM 14(A)(2). FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules other than Schedule II have not been filed because
such schedules are either not applicable or full disclosure has been made in the
financial statements and notes thereto.
30
ITEM 14(A)(3). EXHIBITS.
The following exhibits are filed as part of this report.
Exhibit
Number Description
- ------- -----------
2.1 Amended and Restated Asset Purchase Agreement by and between
Colonel's Acquisition Corp. (later renamed AutoLign Manufacturing
Group, Inc.), The Colonel's International, Inc., The Colonel's, Inc.
and Donald J. Williamson dated November 23, 1998. Incorporated by
reference to Appendix A to the Company's Definitive Proxy Statement
filed with the Securities and Exchange Commission on December 7,
1998.
2.2 First Amendment to Amended and Restated Asset Purchase Agreement by
and between AutoLign Manufacturing Group, Inc. (formerly known as
Colonel's Acquisition Corp.), The Colonel's International, The
Colonel's, Inc. and Donald J. Williamson dated December 17, 1998.
Incorporated by reference to Exhibit 2(b) to the Company's Report on
Form 8-K filed with the Securities and Exchange Commission on
December 30, 1998.
2.3 Agreement and Plan of Merger by and among The Colonel's
International, Inc., The Colonel's Rugged Liner, Inc., Rugged Liner,
Inc., Triad Management Group, Inc., Aerocover, Inc., Ground Force,
Inc., and certain shareholders of the foregoing, dated March 13,
1998. Incorporated by reference to Exhibit 2(a) to the Registrant's
Current Report on Form 8-K dated May 8, 1998.
2.4 First Amendment to Agreement and Plan of Merger, by and among The
Colonel's International, Inc., The Colonel's Rugged Liner, Inc.,
Rugged Liner, Inc., Triad Management Group, Inc., Aerocover, Inc.,
Ground Force, Inc., and certain shareholders of the foregoing, dated
April 23, 1998. Incorporated by reference to Exhibit 2(b) to the
Registrant's Current Report on Form 8-K dated May 8, 1998.
3.1 Articles of Incorporation of the Company, as amended. Incorporated
by reference from Exhibit 3.i.1 and 3.i.2 to the Company's Report on
Form 10-Q for the period ended March 31, 2001.
3.2 Bylaws of the Company, as amended. Incorporated by reference from
Exhibit 3.2 to the Company's Report on Form 10-Q for the period
ended March 31, 1997.
10.1 Sports Resorts International, Inc. 1995 Long-Term Incentive Plan, as
amended to date. (Filed herewith)
10.2 June 22, 1992 Title Rights Sponsorship Agreement between Champion
Auto Stores, Inc. and National Hot Rod Association, Inc.
Incorporated by reference from Brainerd International, Inc.'s
Registration Statement on Form S-1 (Registration No. 33-055876).
31
10.4 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's
Report on Form 10K for the year ended December 31, 2000.
10.5 Lease agreement between 620 Platt Road LLC and The Colonels Truck
Accessories, Inc. (Filed herewith)
10.6 Lease schedule and agreement between the Colonel's, Inc. and
Comerica Leasing Corporation dated December 27, 1995. Incorporated
by reference from the Company's Report on Form 10K for the year
ended December 31, 1997.
10.7 Lease schedule and agreement between the Colonel's, Inc. and
Comerica Leasing Corporation dated May 31, 1996. Incorporated
by reference from the Company's Report on Form 10K for the year
ended December 31, 1997.
10.8 Lease schedule and agreement between the Colonel's, Inc. and
Comerica Leasing Corporation dated November 15, 1996. Incorporated
by reference from the Company's Report on Form 10K for the year
ended December 31, 1997.
23 Consent of Deloitte & Touche LLP. (Filed herewith)
- ---------------
ITEM 14(B). REPORTS ON FORM 8-K.
No reports on Form 8-K have been filed during the last quarter of the period
covered by this report.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 26, 2002 By: /s/ Donald J. Williamson
------------------------
Donald J. Williamson
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: March 26, 2002 By: /s/ Gregory T. Strzynski
-------------------------
Gregory T. Strzynski
Chief Financial Officer
(Principal Accounting and Financial
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Donald J. Williamson Chairman of the Board, Chief March 26 ,2002
- ------------------------------------
Donald J. Williamson Executive Officer and Director
/s/Maureen C. Cronin Director March 26, 2002
- ------------------------------------
Maureen C. Cronin
/s/J. Daniel Frisina Director March 26, 2002
- ------------------------------------
J. Daniel Frisina
/s/Ted M. Gans Director March 26, 2002
- ------------------------------------
Ted M. Gans
/s/Donald Gorman Director March 26, 2002
- ------------------------------------
Donald Gorman
/s/ Eric Hipple Director March 26, 2002
- -------------------------------------
Eric Hipple
/s/Ronald J. Rolak Director March 26, 2002
- ------------------------------------
Ronald J. Rolak
33
APPENDIX A
FINANCIAL STATEMENTS
SPORTS RESORTS INTERNATIONAL, INC.
Consolidated Financial Statements as of December 31, 2001 and 2000 and for
the three years in the period ended December 31, 2001 and Independent
Auditors' Report
A-1
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Sports Resorts International, Inc.
Owosso, Michigan
We have audited the accompanying consolidated balance sheets of Sports Resorts
International, Inc. (the "Company") as of December 31, 2001 and 2000, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2001
and 2000, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
/s/Deloitte & Touche LLP
Ann Arbor, Michigan
March 26, 2002
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
- -------------------------------------------------------------------------------
ASSETS 2001 2000
---------------- ---------------
CURRENT ASSETS
Cash $ 1,232,183 $ 2,566,036
Accounts receivable:
Trade (net of allowance for doubtful accounts of $598,000
and $297,000 at December 31, 2001 and 2000, respectively) 874,932 784,501
Notes receivable - related party (Note 4 ) 136,874 146,486
Federal income taxes receivable (Note 10) 913,621 1,028,564
Inventories (Note 5) 1,150,173 1,796,335
Other 600,252 788,484
------------ -----------
Total current assets 4,908,035 7,110,406
PROPERTY, PLANT AND EQUIPMENT - Net
(Note 6) 9,798,418 12,611,197
OTHER ASSETS:
Notes receivable - related party (Note 4) 4,738,427 4,875,301
Goodwill (Net of accumulated amortization and impairment
of $1,819,000 and $1,432,000 at December 31, 2001 and
2000 respectively), (Note 2) 1,130,911 1,517,937
Other 1,614,450 1,686,601
------------ ------------
Total other assets 7,483,788 8,079,839
TOTAL ASSETS (Note 7) $ 22,190,241 $ 27,801,442
============ ============
See notes to consolidated financial statements.
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
- -------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 2001 2000
--------------- ---------------
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7) $ 1,270,783 $ 1,194,814
Accounts payable 1,269,312 1,444,713
Accrued expenses (Note 8) 1,311,091 1,298,161
----------- -----------
Total current liabilities 3,851,186 3,937,688
LONG-TERM DEBT (Note 7) 608,002 1,878,785
LONG-TERM PORTION OF DEFERRED
COMPENSATION 10,400 62,400
Commitments and Contingencies (Note 12)
SHAREHOLDERS' EQUITY:
Common stock; 70,000,000 shares authorized at $.01
par value, 48,362,953 and 48,355,610 shares issued
and outstanding in 2001 and 2000, respectively 483,629 483,556
Additional paid-in capital 5,656,605 5,340,561
Net advances to related parties (Note 4) (1,495,909) (957,767)
Retained earnings 13,076,328 17,056,219
----------- -----------
Total shareholders' equity 17,720,653 21,922,569
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $22,190,241 $27,801,442
=========== ===========
See notes to consolidated financial statements.
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
- -------------------------------------------------------------------------------
2001 2000 1999
----------- ----------- -----------
SALES (Note 4) $16,817,966 $21,651,407 $36,217,508
COST OF SALES (Note 4) 13,500,772 18,690,814 31,230,904
----------- ----------- -----------
GROSS PROFIT 3,317,194 2,960,593 4,986,604
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 5,606,440 7,113,687 9,477,422
NET GAIN (LOSS) ON DISPOSAL OF ASSETS (Note 3) 13,672 1,649,198 (142,958)
WRITE-DOWN OF IMPAIRED ASSETS (Note 2) 1,858,573 -- 3,480,938
----------- ----------- -----------
Loss from operations (4,134,147} (2,503,896) (8,114,714)
OTHER INCOME (EXPENSE):
Interest expense (204,405) (555,845) (1,252,390)
Interest income (Note 4) 533,522 558,930 660,075
Net rental income 138,691 188,308 469,671
Write-down of land options (Note 12) (221,750) - -
Other 23,141 39,955 48,126
----------- ----------- -----------
Other income (expense), net 269,199 231,348 (74,518)
LOSS FROM OPERATIONS BEFORE
INCOME TAX (EXPENSE) BENEFIT (3,864,948) (2,272,548) (8,189,232)
INCOME TAX (EXPENSE) BENEFIT (Note 10) (114,943) 397,502 3,110,676
----------- ----------- -----------
NET LOSS $(3,979,891) $(1,875,046) $(5,078,556)
=========== =========== ===========
BASIC AND DILUTED LOSS PER SHARE $(0.08) $(0.04) $(0.11)
=========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES 48,355,912 48,581,380 49,036,652
=========== =========== ===========
See notes to consolidated financial statements.
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
- ------------------------------------------------------------------------------
NET
COMMON STOCK ADDITIONAL ADVANCES TO
------------------------- PAID-IN RELATED RETAINED
SHARES AMOUNT CAPITAL PARTIES EARNINGS TOTAL
------------------------------------------------------------------------ ----------------
BALANCE, JANUARY 1, 1999 24,631,832 $ 246,318 $ 9,230,911 $ (120,000) $ 24,009,821 $ 33,367,050
Common Stock Redeemed
113,506 shares (Note 11) (113,506) (1,135) (929,954) - - (931,089)
Advance on Put Option (Note 11) - - (392,621) - - (392,621)
Net advances to related parties
(Note 4) - - - (419,784) - (419,784)
Net loss - - - - (5,078,556) (5,078,556)
---------- --------- ----------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 1999 24,518,326 245,183 7,908,336 (539,784) 18,931,265 26,545,000
Common Stock Redeemed
340,521 shares (Note 11) (340,521) (3,405) (2,325,997) - - (2,329,402)
2 for 1 Stock Split (Note 2) 24,177,805 241,778 (241,778) - - -
Net advances to related parties
(Note 4) - - - (417,983) - (417,983)
Net loss - - - - (1,875,046) (1,875,046)
---------- --------- ----------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 2000 48,355,610 483,556 5,340,561 (957,767) 17,056,219 21,922,569
Issuance of Shares Under Long
Term Incentive Plan (Note 13) 7,343 73 59,772 - - 59,845
Disgorgement of Trading Profits
(Note 9) - - 256,272 - - 256,272
Net advances to related parties
(Note 4) - - - (538,142) - (538,142)
Net loss - - - - (3,979,891) (3,979,891)
---------- --------- ----------- ----------- ------------ ------------
BALANCE, DECEMBER 31, 2001 48,362,953 $ 483,629 $ 5,656,605 $(1,495,909) $ 13,076,328 $ 17,720,653
========== ========= =========== =========== ============ ============
See notes to consolidated financial statements.
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
- -------------------------------------------------------------------------------
2001 2000 1999
--------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,979,891) $ (1,875,046) $ (5,078,556)
Adjustments to reconcile net income to net cash provided by
(used in) by operating activities:
Depreciation and amortization 2,376,615 2,623,627 3,375,166
Impairment of long lived assets and goodwill (Note 2) 1,858,573 - 3,480,983
Write-down of land options (Note 12) 221,750 - -
Deferred tax provision - - (149,000)
Stock based compensation expense 59,845 - -
Net loss on sale of store operations - 736,277 301,174
Gain on disposal of property, plant and equipment (13,672) (2,385,476) (194,063)
Changes in assets and liabilities that provided
(used) cash
Accounts receivable (90,431) 804,041 1,458,444
Inventories 646,162 1,920,954 (565,343)
Accounts payable (175,401) (2,739,448) 1,100,160
Accrued expenses 12,930 (903,495) 496,088
Income taxes receivable/payable 114,943 (4,267,289) (5,551,222)
Other (13,367) (514,018) 61,384
------------- ------------ ------------
Net cash provided by (used in) operating activities 1,018,056 (6,599,873) (1,264,785)
------------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of store operations, net of cash acquired - - (473,653)
Capital expenditures (1,046,803) (2,820,143) (10,454,799)
Proceeds from disposal of property and equipment 25,092 9,446,983 761,995
Payments received on notes receivable - related party 146,486 1,497,596 281,616
Proceeds from sale of Rugged Liner assets (Note 11) - 361,700 -
Proceeds from sale of store operations - 1,232,948 1,245,533
Additions to notes receivable - related party - - (5,200,000)
------------- ------------ ------------
Net cash (used in) provided by investing activities (875,225) 9,719,084 (13,839,308)
------------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term obligations - - 402,700
Principal payments on long-term debt (160,286) (172 ,781) (327,954)
Principal payments on obligations under capital leases (1,034,528) (1,031,749) (853,539)
Disgorgement of trading profits (Note 9) 256,272 - -
Net advances to related parties (538,142) (417,983) (419,784)
Common stock redeemed (Note 11) - - (931,089)
------------- ------------ ------------
Net cash used in financing activities (1,476,684) (1,622,513) (2,129,666)
------------- ------------ ------------
NET (DECREASE) INCREASE IN CASH (1,333,853) 1,496,698 (17,233,759)
------------- ------------ ------------
CASH, BEGINNING OF YEAR 2,566,036 1,069,338 18,303,097
------------- ------------ ------------
CASH, END OF YEAR $ 1,232,183 $ 2,566,036 $ 1,069,338
============= ============ ============
(continued)
A-7
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
- -------------------------------------------------------------------------------
2001 2000 1999
--------------- -------------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 214,996 $ 1,437,355 $ 411,673
============= ============ ============
Cash paid during the year for taxes $ - $ 3,869,787 $ 2,589,546
============= ============ ============
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
Note receivable from sale of property $ 135,000
============
Increase in accrued expenses for future share redemption (Note 11) $ 392,620
============
Change in notes receivable from non - cash interim financing
transactions with related parties (Note 4) $ 142,468
============
Sale of Rugged Liner assets, net of cash received (Note 11):
Property, plant and equipment $ 459,399
Accrued expenses (392,621)
Goodwill 586,218
Inventory 1,257,590
Trade accounts receivable 167,813
Deferred tax assets 568,052
Common stock redeemed (3,405)
Paid in capital (2,325,997)
Other 44,651
-------------
Net cash proceeds from sale $ 361,700
=============
(concluded)
See notes to consolidated financial statements.
A-8
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
- -------------------------------------------------------------------------------
1. ORGANIZATION
Sports Resorts International, Inc. (formerly The Colonel's International,
Inc. or the "Company") is a holding company for three wholly owned
subsidiaries, The Colonel's Truck Accessories, Inc. ("CTA"), The Colonel's
Brainerd International Raceway, Inc. ("CBIR") and The Colonel's, Inc. ("The
Colonel's"). CTA began operations on January 1, 1996 and was subsequently
incorporated in Michigan in 1997. CTA produces truck bedliners for sale to
new vehicle dealers and the automotive aftermarket. CBIR was incorporated
in Minnesota in 1982 and operates a multi-purpose motor sports facility in
Brainerd, Minnesota. CBIR organizes and promotes various spectator events
relating to road and drag races. The Colonel's designed, manufactured and
distributed plastic automotive bumper fascias and miscellaneous
reinforcement beams and brackets, as replacement collision parts to the
automotive aftermarket industry in North America. Substantially all of the
assets of The Colonel's were sold on December 17, 1998. The Colonel's
Rugged Liner, Inc. ("CRL") was formed in March of 1998 in connection with
the April 1998 acquisitions of four Pennsylvania corporations engaged in
the truck accessory business. The Company completed the consolidation of
CRL's bedliner manufacturing operations with CTA's Owosso, Michigan
facility in the second quarter of 2000 and in June 2000 sold certain assets
of CRL to International Liner Company ("International Liner"). CRL was
merged with CTA effective December 31, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the accounts
of the Company and its subsidiaries, CTA, CBIR and The Colonel's. All
significant intercompany accounts and transactions have been eliminated.
INVENTORIES are stated at the lower of cost or market, cost determined by
the first-in, first-out (FIFO) method.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.
PROPERTY, PLANT AND EQUIPMENT is stated at cost or net realizable value.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets as follows:
A-9
Vehicles 3-7 Years
Furniture and fixtures 3-10
Bleachers and fencing 5
Tooling 5-7
Equipment 5-10
Track 39
Leasehold improvements 10-25
Buildings and condominiums 15
Leasehold improvements are amortized over the shorter of the life of the
lease or their estimated useful life.
Expenditures for major renewals and betterments that extend the useful life
of the related asset are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred. When properties are retired or
sold, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss on disposition is recognized.
REVENUE RECOGNITION - For sales of products, revenue is recognized at the
time the product is shipped to customers. For CBIR, revenue is recognized
when earned at the time of the related event.
GOODWILL is being amortized using the straight-line method over 7 years.
The carrying value of goodwill is assessed annually for recoverability
using an undiscounted cash flow approach based on cash flows, which benefit
directly from the goodwill. Certain goodwill associated with the purchase
of the Rugged Liner business and retail store operations sold was written
down due to impairment. Refer to "Accounting for Certain Long-lived Assets"
below. Additionally, in 2000 the Company eliminated goodwill associated
with certain CRL assets sold to International Liner in June 2000. Goodwill
will no longer be amortized upon adoption of Statement of Financial
Accounting Standards No. 142 "Goodwill and Other Intangible Assets,"
effective January 1, 2002. Refer to "New Accounting Standards" below.
ACCOUNTING FOR CERTAIN LONG-LIVED ASSETS - The Company evaluates long-lived
assets and certain identifiable intangibles for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. When it is probable that undiscounted future cash
flows will not be sufficient to recover an asset's carrying amount, the
asset is written down to its estimated fair value. Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value less
cost to sell. During 2001, the Company wrote down approximately $1,859,000
of impaired long-lived assets, which are comprised of 18 condominium units
held for sale or rental at its CBIR facility in Brainerd, Minnesota (Note
6). Additionally, in 1999, the Company wrote down approximately $3,481,000
of impaired long-lived assets. The write down included $570,000 of
property, plant and equipment, goodwill of $266,000 associated with retail
store assets held for sale, $222,000 of low usage bedliner molds and
tooling used in the Company's Owosso, Michigan operation and $1,583,000 in
tooling, molds, machinery and equipment, and furniture and fixtures at the
Company's Uniontown, Pennsylvania bedliner manufacturing facility. At
December 31, 1999, the Company was in the process of consolidating its
Pennsylvania manufacturing operations into its Michigan facility in an
effort to reduce costs and improve productivity. Accordingly, the sustained
use of these assets was unlikely. Based on the Company's expectation of
future undiscounted net cash flow, these assets were written down to their
net realizable value.
As a result of management's decision to discontinue certain product lines
at CRL's Pennsylvania facility, the goodwill associated with the purchase
of the Pennsylvania facility was partially
A-10
impaired in 1999. The $840,000 goodwill impairment was determined in a pro
rata manner based on the revenue streams associated with the products to be
discontinued compared to the revenue streams associated with products which
continue to be produced.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of accounts
receivable, accounts payable and long-term debt approximate fair value.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the operating period.
Actual results could differ from those estimates.
LOSS PER SHARE - Basic loss per share is based upon the weighted average
number of shares outstanding during each year. Diluted earnings per share
assumes the exercise of common stock options when dilutive. However, for
all periods presented, the Company reported a net loss which made the
assumed exercise of options anti-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 consolidated financial statements has been restated
to reflect the stock split.
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", which requires goodwill to
be subject to annual impairment testing instead of amortization, and will
be effective for fiscal years beginning after December 15, 2001. The
Company will adopt this standard effective January 1, 2002. Management is
currently analyzing the impact of adoption of this standard, and
anticipates it will result 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. In addition, the adoption will eliminate
annual amortization expense of approximately $387,000 or $0.01 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 beginning
after
A-11
December 15, 2001. Management has not assessed the impact of the adoption
of SFAS 144 on the Company's financial position or results of operations.
RECLASSIFICATIONS - Certain 2000 and 1999 amounts have been reclassified to
conform to the 2001 presentation.
3. SALE OF TECUMSEH HEADQUARTERS /NET GAIN (LOSS) ON DISPOSAL OF ASSETS
In June 2000, the Company sold its headquarters located at 5550 Occidental
Highway, Tecumseh, Michigan, which consisted of approximately 150 acres and
the buildings and improvements thereon for approximately $6 million. A gain
of approximately $1.9 million was recognized and is included in net gain
(loss) on disposal of assets in the year ended December 31, 2000. Also
included in net gain (loss) on disposal of assets for the year ended
December 31, 2000, is a gain of approximately $733,000 related to the sale
of vacant property in Davison, Michigan, a loss of $125,000 related to the
complete destruction of the Company's aircraft, net of insurance proceeds,
and losses of $736,000 and $102,000 on the sale of retail store operations
and other unused production assets, respectively.
A net loss on the disposal of assets of $143,000 was incurred for the year
ended December 31, 1999, and is related primarily to a loss of $424,000 on
the sale of retail store operations offset by a gain of $281,000 on the
sale of unused production equipment.
4. RELATED PARTY TRANSACTIONS
NOTES 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 $43,976, 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, 2000, and 1999 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 also advanced $223,000 on behalf of
Donald J. Williamson for construction costs related to a convenience store
and gas station in Brainerd, Minnesota. Upon completion, it is Mr.
Williamson's intent to contribute the facility to the Company, at which
time the advance would be forgiven. The total amount outstanding at
December 31, 2001, 2000, and 1999 was approximately $1,496,000, $958,000,
and $540,000 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.
The primary parties related to the Company are as follows:
o The majority shareholders, Donald J. and Patsy Lou Williamson, with
whom various transactions are made. CBIR leases approximately 5,000
square fee of space from Donald J. Williamson for its executive and
ticket sales office.
A-12
o 620 Platt Road LLC ("Platt"), a company owned by Donald J. and Patsy
Lou Williamson, to which rental payments are made for the Owosso
facility and the former Milan facility.
o South Saginaw LLC ("Saginaw"), a company owned by Donald J. and Patsy
Lou Williamson, to which a loan was made in 1999.
o Williamson Buick-GMC, Inc.; Williamson Chevrolet, Cadillac, Inc.; and
Williamson Lincoln, Mercury, Dodge, Inc., companies owned by Patsy Lou
Williamson, from which automobiles, parts and service are purchased and
sold, and to which a loan was made.
o The former shareholders of the Rugged Liner Companies. Pursuant to the
merger agreement, the Rugged Liner shareholders exercised 25% of their
put option (Note 11) in both 1999 and 2000. In June 2000, the Company
sold certain assets of CRL to International Liner, a corporation
controlled by Mark German, the Company's former President.
A summary of transactions with these related parties as of and for the
years ended December 31 is as follows:
2001 2000 1999
-------------- -------------- -------------
Majority shareholders:
Collection on notes receivable from shareholders $ - $ - $ 200,000
Interest income on notes receivable from shareholders - - 14,071
Net advances to various related parties 538,142 417,983 419,784
Rental payments 25,500 - -
Platt:
Rental payments 600,000 580,000 240,000
Saginaw:
Note receivable - - 5,200,000
Collection on note receivable 146,486 96,597 81,616
Interest income on note receivable 462,458 338,363 309,848
Williamson Buick:
Purchases of automobiles, parts and services 31,627 23,269 62,030
Interest income on note receivable - 32,154 112,080
Sales of inventory 10,528 38,702 135,996
Collection on note receivable - 1,401,000 -
Williamson Chevrolet Cadillac, Inc:
Sales of inventory - 8,034 4,587
A-13
Williamson Lincoln Mercury Dodge, Inc:
Purchases of automobiles, parts and services - - 35,354
Sales of inventory - - 23,419
The Rugged Liner shareholders:
Payment of put options exercised (Note 11) - - 931,089
Sale of Rugged Liner assets to International Liner
Company (Note 11) - 361,700 -
5. INVENTORIES
Inventories at December 31 are summarized as follows:
2001 2000
------------------ ------------------
Finished products $ 789,674 $1,109,251
Raw materials 360,499 687,084
---------- ----------
Total inventories $1,150,173 $1,796,335
========== ==========
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31 is summarized as follows:
2001 2000
------------------ -------------------
Land and improvements $ 2,752,540 $ 2,611,658
Track 1,903,120 1,903,123
Buildings 1,824,484 1,842,043
Condominium units 466,000 524,259
Leasehold improvements 300,080 86,325
Bleachers and fencing 1,702,106 1,661,631
Equipment (including equipment under capital lease) 6,685,617 6,737,659
Transportation equipment 1,267,103 1,221,086
Furniture and fixtures 716,764 698,132
Tooling 3,354,852 3,169,235
Construction in progress - 1,394,965
------------ -------------
Total 20,972,666 21,850,116
Less accumulated depreciation and amortization (11,174,248) (9,238,919)
------------ -------------
Property, plant and equipment, net $ 9,798,418 $ 12,611,197
============ =============
During 2000, the Company built six fully furnished condominium units to be
sold at its CBIR facility in Brainerd, Minnesota with a total cost of
$524,259. In 2001, the Company recognized an
A-14
impairment loss of $58,259 on these units. The impairment loss was recorded
to value the units at their estimated net realizable value upon sale.
In addition to the six units described above, the Company was in the
process of building twelve more units in 2000. These condominiums comprise
the balance of construction in progress at December 31, 2000 and were
completed in 2001. An impairment loss of $1,800,314, representing the
complete cost of building and furnishing these additional units was
recorded in 2001 based on the net revenue streams expected from the rental
of these units.
The gross amount of equipment recorded under capital leases was $6,434,050
at December 31, 2001 and 2000. The related accumulated depreciation was
$4,554,518 and $3,754,288 at December 31, 2001 and 2000, respectively.
7. LONG-TERM DEBT
Long-term obligations at December 31 consist of the following:
2001 2000
----------- -----------
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets $ 201,350 $ 302,025
Mortgage payable to a bank, interest at prime plus 2% (effective rate
of 8.0% and 11.5% at December 31, 2001 and 2000, respectively)
annual principal payments of $50,000 plus interest due quarterly,
through September 2004; secured by underlying property 150,000 200,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
7.5% and 8.75%, collateralized by the related machinery
and equipment (Note 12) 1,527,435 2,561,963
Other - 9,611
----------- -----------
Total 1,878,785 3,073,599
Less current portion (1,270,783) (1,194,814)
----------- -----------
Long-term (Note 12) $ 608,002 $ 1,878,785
=========== ===========
The scheduled future repayments of long-term obligations at December 31,
2001 are as follows:
2002 $ 1,270,783
2003 558,002
2004 50,000
------------
Total $ 1,878,785
============
A-15
8. ACCRUED EXPENSES
Accrued expenses at December 31 consist of the following:
2001 2000
---------- ----------
Accrued legal settlements $ 725,000 $ 704,500
Accrued interest 62,368 72,959
Other 523,723 520,702
---------- ----------
Total $1,311,091 $1,298,161
========== ==========
9. DISGORGEMENT OF TRADING PROFITS
During the quarter ending June 30, 2001, the Company became aware that one
of its officers had engaged in trading in the stock of the Company that was
not in compliance with Section 16 of the Securities Exchange Act of 1934.
As a result, the Company has sought and has received the disgorgement of
the profits received as a result of this improper trading in the amount of
$225,000.
Additionally, in October 2001 the Company became aware of improper trading
activity of its common stock through a brokerage account controlled by
Patsy Lou Williamson Buick-GMC, Inc., a company wholly owned by Patsy Lou
Williamson, the wife of Donald J. Williamson. In November 2001, the
Company's Board of Directors sought and received on behalf of the Company
the total disgorgement of approximately $31,000 of profits as a result of
this trading.
10. INCOME TAXES
For the years ended December 31, the Company's expense (benefit) provision
for income taxes consists of the following:
2001 2000 1999
--------- --------- ------------
Current:
Federal $ 114,943 $(397,502) $ (2,791,000)
State - - (171,000)
--------- --------- ------------
Total Current 114,943 (397,502) (2,962,000)
Deferred
Federal - - (68,000)
State - - (81,000)
--------- --------- ------------
Total deferred - (149,000)
Income tax expense (benefit) $ 114,943 $(397,502) $ (3,111,000)
========= ========= ============
A-16
The temporary differences which give rise to deferred tax assets and
liabilities at December 31 are as follows:
2001 2000
-------------- --------------
Current deferred tax assets:
Allowance for doubtful accounts $ 185,291 $ 112,963
Inventory obsolescence 15,200 19,000
Accrued legal 275,500 20,710
Other 95,633 68,356
---------- ----------
Total 571,624 221,029
Valuation allowance (571,624) (221,029)
---------- ----------
Total $ - $ -
========== ==========
Noncurrent deferred tax assets (liabilities):
Net operating loss carryforwards $ 926,904 $ 352,184
Fixed asset basis differential 609,147 (262,922)
Goodwill 849,105 919,559
Other (56,391) 28,500
---------- ----------
Total 2,328,765 1,037,321
Valuation allowance (2,328,765) (1,037,321)
---------- ----------
Total $ - $ -
========== ==========
The consolidated income tax provision differs from the amount computed on
pretax income using the U.S. statutory income tax rate for the years ended
December 31, for the following reasons:
2001 2000 1999
--------------- -------------- ---------------
Federal income tax at statutory rate $(1,352,730) $(795,392) $(2,867,000)
State taxes - - (246,000)
Nondeductible penalties 425 175,007 -
Valuation allowance 1,642,038 (87,679) 810,000
Adjustment to prior years provision (178,633) 288,179 (338,000)
Other 3,843 22,383 (470,000)
----------- --------- -----------
Income tax expense (benefit) $ 114,943 $(397,502) $(3,111,000)
=========== ========= ===========
Effective tax rate 3% 18% 38%
=========== ========= ===========
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 to 1997 approximately $1,642,000 of net operating losses for
which there is currently a valuation allowance. In addition, the Company
believes that it may realize the tax benefit of certain deferred taxes
for which there
A-17
is currently a valuation allowance. The tax benefit of the carryback and
change in the valuation allowance will be 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.
In November 1999 the Company received a notice from the IRS regarding the
Company's failure to timely file its 1998 corporate income tax return and
timely pay the taxes associated with the return. The IRS assessed penalties
of approximately $474,000 and interest of approximately $664,000 on a tax
liability of approximately $7,776,000. As a result of filing its Federal
income tax returns for 1998 and 1999 in June 2000 and August 2000,
respectively, the Company recorded additional interest and penalty charges
for the year ended December 31, 2000 of approximately $339,000. The Company
paid its liability for taxes, penalties and interest in full by October 10,
2000.
11. COMMON STOCK REDEEMED / SALE OF ASSETS TO INTERNATIONAL LINER
In 1998, the Company acquired Rugged Liner, Inc. and three affiliated
companies (the "Rugged Liner Companies"). As part of the consideration
paid, the Company gave the former Rugged Liner shareholders 908,054 shares
of the Company's Common Stock. In 1999, in accordance with the merger
agreement, 227,012 shares were put to the Company at a price of $4.10 per
share.
Also in 1999, based on the terms of the merger agreement, the Company
recorded a charge to equity and recorded a liability for an advance on the
put options held related to the Rugged Liner purchase.
On June 22, 2000, the Company sold certain Rugged Liner assets to
International Liner, a corporation controlled by Mark German, the Company's
former President. In exchange for these assets, International Liner paid
the Company $361,700 in cash, and Mr. German and the other former
shareholders of the Rugged Liner Companies surrendered 681,042 shares of
the Company's Common Stock. The Company wrote-off goodwill of approximately
$586,000 associated with assets sold. No gain or loss was recorded as a
result of this transaction.
12. COMMITMENTS AND CONTINGENCIES
The Company leases its principal operating facility and office space from a
related party (Note 4) and leases equipment under capital leases (Notes 6
and 7). The operating leases require the Company to pay the taxes,
insurance and maintenance expense related to the leased property. Minimum
future lease payments under noncancelable leases at December 31, 2001 are
summarized as follows:
A-18
CAPITAL OPERATING
LEASES LEASES
---------------- ----------------
Years ending December 31:
2002 $1,202,610 $ 554,500
2003 420,241 604,500
2004 - 604,500
2005 - 604,500
2006 604,500
Thereafter - 1,800,000
---------- ----------
Total $1,622,851 $4,772,500
==========
Less amount representing interest 95,416
----------
Present value of minimum lease payments 1,527,435
Less current maturities 1,120,110
----------
Long-term portion of capital lease obligations $ 407,325
==========
Rent expense, including month to month rentals, was approximately $633,500,
$1,004,000 and $1,467,000 for the years ended December 31, 2001, 2000 and
1999, respectively.
The Company entered into a ten-year consulting agreement beginning January
1, 1994, with a former president of the Company. The agreement guarantees
him $52,000 per year. The Company recorded a liability and related deferred
costs for the remaining compensation due under the terms of the agreement
based upon the net present value of such payments. The deferred cost amount
is being recognized in operations over the term of the agreement.
The Company is guarantor on an irrevocable letter of credit for an
affiliated entity in the amount of $105,000. The letter of credit provides
financial assurance to the State of Michigan related to environmental
matters at the Company's leased facility in Owosso, Michigan.
The Company has made non-refundable deposits totaling $221,750 as of
December 31, 2001 and entered into various agreements to purchase land in
Mount Morris Township, Michigan in connection with a proposed plan to
develop a sports and entertainment complex. Since financing for development
of the project was not in place at December 31, 2001, these deposits have
been expensed.
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. The
landlord has been awarded possession of the property and is seeking damages
based upon rent that is due through 2004, repairs and costs of reletting.
The Company is vigorously defending this matter.
A-19
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 a
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.
13. STOCK OPTIONS
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. Had compensation cost for the Company's stock-based
compensation plan been determined based upon fair values at the grant dates
for awards under the plan in accordance with SFAS No. 123 the Company's net
loss would have been $(4,395,880), $(2,067,905) and $(5,101,864) for 2001,
2000 and 1999, respectively. Basic and diluted loss per share would have
been $(0.09), $(0.04), and $(0.11) for 2001, 2000 and 1999, respectively.
The fair value of the options granted included in the above calculation is
estimated on the date of the grant using the Black-Scholes option-pricing
model with the following weighted average assumptions used for the years
ended December 31,
2001 2000 1999
------------- ------------ --------------
Risk free interest rate 4.66% 5.88% 5.47%
Expected life 10 years 10 years 10 years
Expected volatility 88% 83% 87%
Dividend yield 0% 0% 0%
Weighted average grant date fair value $5.51 $3.10 $2.41
The Company's 1995 Long-Term Incentive Plan allows the issuance of up to
2,000,000 shares of Common Stock options to key employees, executive
officers and outside directors, and also permits the grant or award of
restricted stock, stock appreciation rights or stock awards. Option
exercise prices are 100% of fair market value on the date of grant and
options generally expire 10 years from the date of grant. The vesting
period for the options is 6 months from the date of grant.
In December 2001, an option holder exchanged 11,620 options for 7,343
shares of common stock. Compensation expense of $59,845 representing the
difference between the exercise price and market value of the common stock
issued on the date of exercise was recorded in selling, general and
administrative expense.
A-20
Information with respect to options granted and cancelled for the years
ended December 31, is as follows:
WEIGHTED
AVERAGE PRICE
SHARES PER SHARE
------------- --------------
Options Outstanding at January 1, 1999 124,750 $ 3.30
Options granted 15,750 $ 2.76
Options cancelled (42,210) $ 3.23
--------
Options Outstanding at December 31, 1999 98,290 $ 3.22
Options granted 105,880 $ 3.02
Options cancelled (14,200) $ 3.27
--------
Options Outstanding at December 31, 2000 189,970 $ 3.10
Options granted 110,910 $ 6.31
Options exercised (11,620) $ 3.00
--------
Options Outstanding at December 31, 2001 289,260 $ 4.34
========
Options Exercisable at December 31, 2001 188,550 $ 3.16
========
Summary information about the Company's stock options outstanding at
December 31, 2001 is as follows:
Weighted
Options Average Remaining Weighted Weighted
Range of Outstanding at Contractual Life Average Options Average
Exercise Prices 12/31/01 (Years) Exercise Price Exercisable Exercise Price
- -------------------- ---------------- ------------------ -------------- ----------- --------------
$2.00-$3.49 164,900 7.25 $ 3.04 164,900 $ 3.04
$3.50-$4.99 23,650 7.83 $ 3.96 23,650 $ 3.96
$5.00-$6.63 100,710 9.79 $ 6.55 - -
- ------------- -------- ----- ------- ------- ------
$2.00-$6.63 289,260 8.18 $ 4.34 188,550 $ 3.16
============= ======== ===== ======= ======= ======
14. SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that offer
different products and services. The business units have been divided into
two reportable segments; the manufacture and sale of bedliners and other
truck accessories ("Truck Accessories"), and operation of a multi-purpose
motor sports facility in Brainerd, Minnesota ("Raceway").
The accounting policies of the segments are the same as those described in
Note 2. The Company evaluates performance based on stand-alone segment
operating income. Intersegment sales and transfers, interest income and
expense are not significant.
A-21
Financial information segregated by reportable segments is as follows:
2001 2000 1999
--------------- -------------- ---------------
SALES:
Truck Accessories $13,502,296 $18,301,875 $32,571,832
Raceway 3,315,670 3,349,532 3,645,676
----------- ----------- -----------
Total $16,817,966 $21,651,407 $36,217,508
=========== =========== ===========
LOSS FROM OPERATIONS:
Truck Accessories $(1,633,432) $(1,411,573) $(7,499,160)
Raceway (2,500,715) (1,092,323) (615,554)
----------- ----------- -----------
Total $(4,134,147) $(2,503,896) $(8,114,714)
=========== =========== ===========
IDENTIFIABLE ASSETS:
Truck Accessories $15,519,073 $19,582,064 $32,294,732
Raceway 6,671,168 8,219,378 7,589,987
----------- ----------- -----------
Total $22,190,241 $27,801,442 $39,884,719
=========== =========== ===========
CAPITAL EXPENDITURES:
Truck Accessories $ 382,836 $ 454,482 $ 8,844,071
Raceway 663,967 2,365,661 1,610,728
----------- ----------- -----------
Total $ 1,046,803 $ 2,820,143 $10,454,799
=========== =========== ===========
DEPRECIATION AND AMORTIZATION:
Truck Accessories $ 1,672,052 $ 1,905,325 $ 2,795,436
Raceway 704,563 718,302 579,730
----------- ----------- -----------
Total $ 2,376,615 $ 2,623,627 $ 3,375,166
=========== =========== ===========
All of the Company's identifiable assets are located within the United
States. Net sales are attributed to the geographic areas based on the
location of the customer. The geographic distribution of the Company's
sales is set forth below:
2001 2000 1999
------------------ ------------------ ------------------
United States $16,053,264 $20,735,612 $34,916,155
Foreign 764,702 915,795 1,301,353
----------- ----------- -----------
Consolidated $16,817,966 $21,651,407 $36,217,508
=========== =========== ===========
15. SUBSEQUENT EVENTS
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 to 1997 approximately $1,642,000 of net operating losses for
which there is currently a valuation allowance. In addition, the Company
believes that it may realize the tax benefit of certain deferred taxes
for which there
A-22
is currently a valuation allowance. The tax benefit of the carryback and
change in the valuation allowance will be 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 in enacted.
During the first quarter of 2002, the Company made net advances of $381,000
on behalf of Donald J. Williamson, for construction costs related to a
convenience store and gas station adjacent to CBIR's facility in Brainerd,
Minnesota. Upon completion, it is Mr. Williamson's intent to contribute the
facility to the Company, at which time the advances would be forgiven.
Additionally, in the first quarter of 2002, the Company paid $40,000 on
behalf of affiliated entities controlled by Donald J. Williamson. These
expenses are for the use of a common payroll processing service for which
direct reimbursement is to be made as well as a pro rata share of general
insurance coverage.
In January and February 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 its proposed sports and
entertainment complex. The extended agreements are for periods of four to
six months.
16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a condensed summary of the Company's unaudited quarterly
results of operations for fiscal 2001 and 2000:
2001 Fiscal Quarters
- --------------------------------------------------------------------------------------------------------------------------
First Second Third Fourth 2001
------------ ----------- ------------ ------------- --------------
Sales $3,565,812 $ 3,946,044 $6,023,255 $ 3,282,855 $16,817,966
Cost of Sales $2,875,132 $ 3,098,148 $4,835,245 $ 2,692,247 $13,500,772
Net (loss) income $ (373,665) $ (7,761) $ (386,973) $(3,211,492) $(3,979,891)
Basic and diluted
(loss) earnings per
share $ (0.01) $ 0.00 $ (0.01) $ (0.06) $ (0.08)
A-23
During the fourth quarter of 2001 the Company recorded the following
year-end adjustments which increased the loss from continuing operations
before income tax expense for the following items:
2001
---------------
Write-down of carrying value of condominium units held for
rental and sale (Note 6) $1,859,000
Write-off of non-refundable deposits to purchase land (Note 12) $ 222,000
Addition to allowance for doubtful accounts $ 196,000
Recognition of professional fees expense $ 243,000
Increase in accrued settlements $ 75,000
2000 Fiscal Quarters
- --------------------------------------------------------------------------------------------------------------------------
First Second Third Fourth 2000
------------ ----------- ------------ ------------- --------------
Sales $6,411,907 $5,460,466 $6,669,864 $ 3,109,170 $21,651,407
Cost of Sales $5,432,492 $5,108,613 $5,021,324 $ 3,128,385 $18,690,814
Net (loss) income $ (666,561) $ (980,109) $1,124,866 $(1,353,242) $(1,875,046)
Basic and diluted
(loss) earnings per
share $ (0.02) $ ( 0.02) $ 0.03 $ (0.03) $ (0.04)
Third quarter net income included net gain on the
disposal of assets of $1,592,950,
******
A-24
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Sports Resorts International, Inc.
Owosso, Michigan
We have audited the consolidated financial statements of Sports Resorts
International, Inc. (the "Company") as of December 31, 2001 and 2000, and for
each of the three years in the period ended December 31, 2001, and have issued
our report thereon dated March 26, 2002 (included elsewhere in this Annual
Report on Form 10-K). Our audits also included the financial statement schedule
listed in Item 14 of this Annual Report on Form 10-K. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/Deloitte & Touche LLP
Ann Arbor, Michigan
March 26, 2002
A-25
SPORTS RESORTS INTERNATIONAL, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS DEDUCTIONS RECOVERIES
CHARGED TO CHARGED WRITE-OFFS
BALANCE COSTS AND TO OTHER AND BALANCE
JANUARY 1 EXPENSES ACCOUNTS DISPOSALS DECEMBER 31
------------ ------------- ------------ ------------ -------------
DOUBTFUL ACCOUNTS RESERVES
For the year ended December 31:
2001 297,000 367,000 - (66,000) 598,000
2000 713,000 150,000 - (566,000) 297,000
1999 1,048,000 386,000 - (721,000) 713,000
INVENTORY RESERVES
For the year ended December 31:
2001 50,000 - - (10,000) 40,000
2000 402,000 - - (352,000) 50,000
1999 414,000 - - (12,000) 402,000
TAX VALUATION ALLOWANCE
For the year ended December 31:
2001 1,258,000 1,642,000 - - 2,900,000
2000 1,125,000 588,000 - (455,000) 1,258,000
1999 315,000 810,000 - - 1,125,000
A-26
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Amended and Restated Asset Purchase Agreement by and between Colonel's
Acquisition Corp. (later renamed AutoLign Manufacturing Group, Inc.),
The Colonel's International, Inc., The Colonel's, Inc. and Donald J.
Williamson dated November 23, 1998. Incorporated by reference to
Appendix A to the Company's Definitive Proxy Statement filed with the
Securities and Exchange Commission on December 7, 1998.
2.2 First Amendment to Amended and Restated Asset Purchase Agreement by and
between AutoLign Manufacturing Group, Inc. (formerly known as Colonel's
Acquisition Corp.), The Colonel's International, The Colonel's, Inc.
and Donald J. Williamson dated December 17, 1998. Incorporated by
reference to Exhibit 2(b) to the Company's Report on Form 8-K filed
with the Securities and Exchange Commission on December 30, 1998.
2.3 Agreement and Plan of Merger by and among The Colonel's International,
Inc., The Colonel's Rugged Liner, Inc., Rugged Liner, Inc., Triad
Management Group, Inc., Aerocover, Inc., Ground Force, Inc., and
certain shareholders of the foregoing, dated March 13, 1998.
Incorporated by reference to Exhibit 2(a) to the Registrant's Current
Report on Form 8-K dated May 8, 1998.
2.4 First Amendment to Agreement and Plan of Merger, by and among The
Colonel's International, Inc., The Colonel's Rugged Liner, Inc., Rugged
Liner, Inc., Triad Management Group, Inc., Aerocover, Inc., Ground
Force, Inc., and certain shareholders of the foregoing, dated April 23,
1998. Incorporated by reference to Exhibit 2(b) to the Registrant's
Current Report on Form 8-K dated May 8, 1998.
3.1 Articles of Incorporation of the Company, as amended. Incorporated by
reference from Exhibit 3.i.1 and 3.i.2 to the Company's Report on Form
10-Q for the period ended March 31, 2001.
3.2 Bylaws of the Company, as amended. Incorporated by reference from
Exhibit 3.2 to the Company's Report on Form 10-Q for the period ended
March 31, 1997.
10.1 Sports Resorts International, Inc. 1995 Long-Term Incentive Plan, as
amended to date. (Filed herewith)
10.2 June 22, 1992 Title Rights Sponsorship Agreement between Champion Auto
Stores, Inc. and National Hot Rod Association, Inc. Incorporated by
reference from Brainerd International, Inc.'s Registration Statement on
Form S-1 (Registration No. 33-055876).
10.4 Sanction agreement between the Company and National Hot Rod Association
Incorporated by reference from the Company's Report on Form 10K for
the year ended December 31, 2000.
10.5 Lease agreement between 620 Platt Road LLC and The Colonel's Truck
Accessories, Inc. (Filed herewith)
A-27
10.6 Lease schedule and agreement between the Colonel's, Inc. and Comerica
Leasing Corporation dated December 27, 1995. Incorporated by reference
from the Company's Report on Form 10K for the year ended December 31,
1997.
10.7 Lease schedule and agreement between the Colonel's, Inc. and Comerica
Leasing Corporation dated May 31, 1996. Incorporated by reference from
the Company's Report on Form 10K for the year ended December 31, 1997.
10.8 Lease schedule and agreement between the Colonel's, Inc. and Comerica
Leasing Corporation dated November 15, 1996. Incorporated by reference
from the Company's Report on Form 10K for the year ended December 31,
1997.
23 Consent of Deloitte & Touche LLP. (Filed herewith)
A-28