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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2002
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[ ] EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
951 AIKEN ROAD, OWOSSO, MICHIGAN 48867
(Address of principal executive offices) (Zip code)
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
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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
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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.
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes.... No....
Number of shares outstanding of the registrant's Common Stock, $0.01 par value
(excluding shares of treasury stock) as of February 3, 2003: 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 February 3, 2003: $6,965,038.
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 three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries. Rugged
Liner, Inc. ("RL") (formerly The Colonel's Truck Accessories, Inc.), Brainerd
International Raceway & Resort, Inc., ("BIR") (formerly the Colonel's Brainerd
International Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66") are our three
operating subsidiaries. The Colonel's, Inc. ("The Colonel's") is an inactive
subsidiary, having sold 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. 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.
DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesee County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site. Final approval is subject to review by the Mount Morris
Township Planning Board. The
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Complex could eventually include a coliseum, domed stadium, hotel, theme
restaurant, and a combined gas station, convenience and souvenir store, along
with 130 acres of parking. To date, we have not been able to obtain the
necessary funding for this project and are currently evaluating our options. If
we cannot obtain sufficient capital to develop the complex we will need to
consider an alternative plan.
2 FOR 1 STOCK SPLIT. On July 9, 2001, our Board of Directors declared a 2 for 1
stock split payable to shareholders of record as of 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.
RUGGED LINER, INC. ("RL")
GENERAL
RL was formed in 1995 to meet the demand in the new and used vehicle accessories
market for a high quality pickup truck bedliner. RL 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. Pickup truck owners purchase bedliners to protect the paint and
structural integrity of their truck beds. There are a number of
manufacturers/distributors of bedliners 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,
RL makes a highly competitive product.
RL manufactures approximately 90 different bedliners that are made to fit a
number of different vehicle models. RL produces both under-the-rail and
over-the-rail products.
MANUFACTURING
RL uses plastic sheet extrusion machines and rotary vacuum formers to produce
bedliners from polyethylene resin. Raw materials are maintained in large vessels
in RL's Owosso, Michigan plant. Keeping these materials inside the plant to
avoid temperature and humidity changes that affect the extrusion process and the
quality of the plastic sheet reduces variations in the quality of RL's extruded
sheets. We believe that our present source and adequate replacement sources of
polyethylene resin are available to meet our demand. However, polyethylene resin
can be subject to significant price fluctuation.
We believe that RL is unique among all United States bedliner manufacturers
based on RL's ability to control every element of production, from raw materials
to finished product. We believe this production control makes RL'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 273,000 units in 2002.
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DISTRIBUTION AND SALES
RL sells bedliners to a wide network of distributors and dealers across the
United States. Sales are directed from RL's Owosso, Michigan facility by its
marketing manager to outside district sales people. In 1997, RL began to expand
distribution in areas where it perceived existing distributors to be weak. This
was done by opening or acquiring various retail store/wholesale distribution
operations across the country, predominately in areas with large numbers of
truck registrations.
During 1999, RL decided to discontinue its retail store operations and focus on
its core activity of bedliner manufacturing in Owosso, Michigan. During 1999, RL
sold a number of store operations to existing and new distributors. RL 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 RL or to make certain minimum purchases from RL for a five-year period
(provided that RL continues to produce a quality product at a competitive
price).
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. RL's truck
accessories target this market.
COMPETITION
RL 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 RL
currently the third largest manufacturer in this market.
EMPLOYEES
RL employs approximately 115 people, including approximately 110 contract
employees leased through an employment brokerage service. RL's management team
includes employees with manufacturing and sales experience in this industry
sector. We believe that RL has a strong management team.
PROPERTIES
RL manufactures bedliners at its Owosso, Michigan plant, which is leased from a
company owned by Donald J. Williamson, the majority shareholder of our Company,
and his wife, Patsy Williamson. The plant has 240,000 square feet of space,
which RL believes is adequate for current operations and planned expansion. This
facility, which also houses our headquarters, is located at 951 Aiken Road,
Owosso, Michigan.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. ("BIR")
GENERAL
BIR 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, BIR 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. 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.
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In addition, BIR 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
BIR, are conducted over a two to four-day period, usually encompassing a
weekend.
SOURCES OF REVENUE
BIR 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 or at the gate at the time of events, through
BIR's ticket office in Brainerd, Minnesota. BIR permits overnight camping during
racing events on the Raceway grounds. Camping revenues were received by BIR for
only six spectator events in 2002. BIR 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 2002, BIR organized and promoted several major spectator events,
including three drag races ("Thunder at the Lakes" sponsored by Rugged Liner,
"The Lucas Oil Products Drag Racing Series" and the National Hot Rod Association
("NHRA") "Rugged Liner Nationals"), two special events ("The Rugged Liner Show &
Go" and "The Rugged Liner Muscle Car Shoot-Out"), and one motorcycle race (the
"AMA Chevy Trucks Superbike Classic").
In 2002, BIR added "Thunder at the Lakes", a four day drag racing event for
non-professional drivers held over Memorial Day weekend, May 24 through May 27,
2002. This event was sponsored by Rugged Liner and sanctioned by the NHRA.
The Lucas Oil Products Drag Racing Series held on June 7 through June 9, 2002,
was a drag racing event sponsored nationally by Lucas Oil Products. The Lucas
Oil Products Series was sanctioned by the NHRA and was one of a series of five
events in the Central States Division of the NHRA. The Lucas Oil Products Drag
Racing Series was organized and promoted jointly by BIR and the NHRA, and
included both professional and amateur drivers who paid BIR 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
is sponsoring this series for the 2002 through 2005 seasons.
The Rugged Liner Show & Go event was held on July 4 through July 7, 2002. 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 Rugged Liner Muscle Car Shoot-Out was held on July 19 through
July 21, 2002. 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.
The AMA Chevy Truck Superbike Classic, held on June 28 through June 30, 2002,
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 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.
5
The Rugged Liner Nationals event, held August 15 through August 18, 2002, was
sponsored by Rugged Liner under an agreement with the NHRA. This event features
professional and sportsman 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 PowerAde 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
Rugged Liner Nationals were organized jointly by BIR 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. BIR'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). In 2002, BIR and the
NHRA extended the original agreement for a second time, through 2005. Under the
sanction agreement, BIR is not permitted to conduct any drag races at the
Raceway that are not sanctioned by the NHRA.
BIR also organized and sponsored five weekend drag racing "bracket" events in
2002, 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 BIR
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,
BIR does not receive any revenues from ticket sales or engage in any significant
promotion of these events.
During 2002, 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 2002, 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 2002, 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 2003.
Frequently BIR 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, BIR is also
seeking to establish additional revenue producing uses for the Raceway such as
new spectator racing events and music festivals, as well as 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 BIR during 2002, 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.
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BIR 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 BIR 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 BIR are
located in Indianapolis, Indiana and Chicago, Illinois. While other regional
racetracks are not generally considered competitive with BIR, other events in
BIR's market area, such as sporting events, festivals and concerts, may tend to
attract persons who might otherwise attend BIR's racing events. BIR does not
generally consider the schedules of other spectator events when scheduling its
own events.
SEASONAL BUSINESS/WEATHER
Substantially all of BIR's revenues arise from operation of the Raceway during
the period of May through October of each year. BIR'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 BIR. 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 BIR'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 2002.
EMPLOYEES
BIR has 10 full-time employees. From April through October, BIR employs 10
additional full-time grounds and track maintenance personnel. In addition, BIR
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.
PROPERTIES
BIR 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.
7
BIR's executive offices and ticket sales are located at 5523 Birchdale Road,
Brainerd, Minnesota.
RACEWAY 66, INC. ("RACEWAY 66")
Raceway 66 is a combined convenience store and gas station adjacent to our BIR
facility. Ownership of Raceway 66 was transferred to us by Donald J. Williamson,
our majority shareholder and affiliated entities in September of 2002.
THE COLONEL'S, INC. ("THE COLONEL'S")
The Colonel's is an inactive subsidiary, holding certain real estate including
61 acres to be used in connection with the proposed sports and entertainment
complex.
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:
- 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
- 5523 Birchdale Road, Brainerd, Minnesota
Racetrack and supporting facilities on approximately 650
acres (owned)
- I-75, Mount Morris Township, Michigan
61 acres (owned)
- I-75, Mount Morris Township, Michigan
Options to purchase an additional 215 acres adjacent to the
property described above
- Coldwater Road, Mount Morris Township, Michigan
20 acres (owned)
ITEM 3. LEGAL PROCEEDINGS
In May 2000, the landlord of a facility formerly occupied by the Company filed
suit in the Superior Court for Riverside County, California against the Company,
claiming that the Company breached its lease by failing to notify the landlord
of its intentions to sublease the facility. In May 2002, the Company paid
$300,000 to settle this matter. Additionally, the Company is responsible for
rent that is due through 2004 and certain repairs and costs of reletting.
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As a result of the crash of an airplane owned by the Company in August 2000,
claims were made against the Company. All claims have been successfully settled
and have been covered under the Company's insurance policy.
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 2002 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 24, 2003 was 238.
The table below sets forth the high and low sales prices by calendar quarter for
our Common Stock for 2002 and 2001:
2002 2001
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High Low High Low
---- --- ---- ---
January - March $ 7.80 $ 6.15 $ 4.50 $ 1.50
April - June $ 7.45 $ 2.71 $ 8.00 $ 1.828
July - September $ 5.23 $ 3.25 $ 9.55 $ 5.22
October - December $ 7.00 $ 3.00 $ 8.68 $ 5.46
During 2002 and 2001 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 2002.
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ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data shown below for each of the five years in the period
ended December 31, 2002 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."
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Operations(1):
Operating revenues $ 19,370,372 $ 16,817,966 $ 21,651,407 $ 36,217,508 $ 29,931,869
Loss from continuing
operations $ (263,144) $ (3,979,891) $ (1,875,046) $ (5,078,556) $ (2,488,422)
Net (loss) income $ (263,144) $ (3,979,891) $ (1,875,046) $ (5,078,556) $ 11,005,592
Basic and diluted
(loss) earnings per share:
Continuing operations $ (0.01) $ (0.08) $ (0.04) $ (0.11) $ (0.05)
Net (loss) income $ (0.01) $ (0.08) $ (0.04) $ (0.11) $ 0.23
Financial Condition:
Current assets $ 4,448,422 $ 4,908,035 $ 7,110,406 $ 11,839,638 $ 30,485,006
Current liabilities $ 4,306,840 $ 3,851,186 $ 3,937,688 $ 10,151,718 $ 13,628,479
Total assets $ 22,683,934 $ 22,190,241 $ 27,801,442 $ 39,884,719 $ 52,302,893
Long term debt $ 531,123 $ 608,002 $ 1,878,785 $ 3,073,601 $ 3,942,686
- ----------------------
(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 1998 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.
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
disclosures of
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contingent assets and liabilities at the dates of the consolidated financial
statements and the reported amounts of revenue and expenses during the reporting
periods. The significant accounting policies which we believe are the most
critical to aid in fully understanding and evaluating our 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 customers
a discount for prompt payment. We maintain a provision for discounts and monitor
discounts taken. For BIR, 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. 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. 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 "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.
11
BACKGROUND AND SUBSIDIARIES
We have three active subsidiaries: Rugged Liner, Inc. ("RL"), Brainerd
International Raceway & Resort, Inc. ("BIR") and Raceway 66, Inc. ("Raceway
66"). The operations of Raceway 66 are included with BIR as discussed herein.
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 $4,908,000 at December 31, 2001
to $4,448,000 at December 31, 2002. This decrease is primarily related to a
$373,000 increase in inventory and a $352,000 increase in other assets-current,
offset by a $540,000 decrease in cash and a reduction in Federal income taxes
receivable of $753,000. Our consolidated current liabilities increased from
$3,851,000 at December 31, 2001 to $4,307,000 at December 31, 2002. This
increase primarily relates to a $1,330,000 increase in accounts payable, offset
by a decrease in the current portion of long-term debt of $608,000 and a
decrease in accrued expenses of $265,000.
Cash decreased by $540,000 from the year end 2001 to December 31, 2002 primarily
due to $1,794,000 received in Federal income tax refunds as well as cash
generated in other operating activities of $3,129,000, offset by unfinanced
capital expenditures of $4,035,000 and debt repayments of $1,280,000.
Accounts receivable-trade increased by approximately $54,000 from $875,000 as of
December 31, 2001 to $929,000 at December 31, 2002, due to increased sales
activity.
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 was enacted
which extended the carryback period for net operating losses from two years to
five years. Based on this new legislation, we carried back net operating losses
for which there was a valuation allowance. In connection with the passage of
this legislation, we amended certain of the prior year returns resulting in
larger net operating losses than previously anticipated. The effect of these
amendments was to increase the current year refund by approximately $171,000. We
received $1,794,000 in Federal income tax refunds in the third quarter of 2002.
The tax benefit of the carryback and change in the valuation allowance was
recorded in the first quarter of fiscal 2002 as Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", requires
the impact of new tax legislation to be recorded in the period in which the
legislation is enacted. The balance of $914,000 at December 31, 2001 represents
the amount due per our Federal income tax return as filed.
Inventories increased by approximately $373,000 from $1,150,000 at December 31,
2001 to $1,523,000 at December 31, 2002 primarily due to increased production of
bedliners to service higher sales volumes.
Note receivable - related party at December, 31, 2002 is comprised of a note,
which is secured by a subordinated mortgage and personal guarantee from the
majority shareholder and requires monthly principal and interest payments. The
note is being paid in accordance with terms.
Other assets - current increased $352,000, from $600,000 at December 31, 2001 to
$952,000 at December 31, 2002 primarily due to the reclassification from
long-term to current, deposits securing capital leases. Other assets long-term
decreased from $1,614,000 at December 31, 2001 to $1,307,000 at December 31,
2002 for the same reason.
Net property, plant and equipment increased by approximately $2,540,000 from
$9,798,000 at December 31, 2001 to $12,338,000 at December 31, 2002 due to fixed
asset additions of $4,630,000 offset by depreciation for the period of
$2,062,000. A convenience store and gas station, campground sites and track
resurfacing comprised additions at our Brainerd, Minnesota operations. Fixed
asset additions for our truck accessories division included equipment, molds,
transportation equipment and tooling.
12
LIABILITIES AND EQUITY
Accounts payable increased by approximately $1,330,000 from $1,269,000 at
December 31, 2001 to $2,599,000 at December 31, 2002 primarily due to amounts
owed for various capital improvements in progress at BIR as well as amounts owed
in connection with an event held by BIR in the third quarter 2002.
Accrued expenses decreased by $265,000 from $1,311,000 at December 31, 2001 to
$1,046,000 at December 31, 2002, primarily due to payments to settle outstanding
legal claims that were provided for.
During 2001 and the first six months of 2002, we paid certain expenses on behalf
of affiliated entities controlled by Donald J. Williamson, our Chief Executive
Officer and majority shareholder. These expenses were predominately for the use
of a common payroll processing service as well as a pro rata share of general
insurance coverage. Additionally, we had advanced $1,036,000 on behalf of Mr.
Williamson for construction costs related to a convenience store and gas station
built adjacent to our BIR facility in Brainerd, Minnesota. Construction of the
convenience store was completed in the second quarter of 2002. Effective
September 1, 2002, Mr. Williamson transferred the facility to us, at which time
the construction advances were offset. The total amount outstanding at December
31, 2002 and 2001 was $1,107,000 and $1,496,000 respectively, which is to be
reimbursed to us by the affiliated entities. In accordance with the
Sarbanes-Oxley Act of 2002, we discontinued making any additional advances to,
or on behalf of affiliated entities effective June 30, 2002.
OUTSTANDING LOANS
We entered into a term loan in August 1999 in the amount of $403,000. This loan
is secured by a permanent grandstand addition and requires annual principal
payments of $100,675, plus 9% interest, through 2003. We also have a term loan
of $100,000, which is secured by property. The loan requires quarterly interest
payments at 2% above the prime rate, subject to a minimum rate of 8% and a
single principal payment of $50,000 per year through 2004.
In 1995, we leased $2,689,000 of equipment under a lease agreement that includes
an option to purchase the equipment for $1.00 upon expiration of the lease term.
The payment amounts under the lease represent principal payments, with interest
at rates between 8.0% and 8.5%. In 1996, we leased additional equipment in the
amount of $3,744,000 structured in the same manner.
In 2002 we entered into term loans in the amount of $595,237. These loans are
secured by transportation equipment and require monthly payments including
interest at rates ranging from 0.0% to 8.0% through November 2007.
We believe that we will be able to satisfy our ongoing cash requirements for
operating activities in the next twelve months and thereafter with available
cash, cash flows from operations and the collection of advances and notes
receivable outstanding from our majority shareholder and related entities.
Borrowing arrangements or additional public capital will be necessary to fund
the proposed sports and entertainment complex which we have been unable to
obtain to date.
13
RESULTS OF OPERATIONS
Our revenues were $19,370,000, $16,818,000 and $21,651,000 for the years ended
December 31, 2002, 2001 and 2000 respectively. Revenues attributable to RL were
$16,138,000, $13,502,000 and $18,302,000 for the years ended December 31, 2002,
2001 and 2000 respectively. The $2,636,000 increase in RL's revenue from 2001 to
2002 was primarily attributable to the addition of new distributors. The
$4,800,000 decrease in RL's revenue from 2000 to 2001 is primarily attributed to
the sale of retail store operations in 1999 and 2000. Revenue from retail store
operations was $5,346,000 in 2000. BIR's revenues were $3,232,000, $3,316,000
and $3,349,000 for the years ended December 31, 2002, 2001 and 2000
respectively.
Cost of sales were $15,201,000, $13,501,000 and $18,691,000 for the years ended
December 31, 2002, 2001, 2000 respectively or 78% for 2002, 80% for 2001 and 86%
for 2000 as a percentage of revenue. Cost of sales attributable to RL were
$10,956,000, $10,405,000 and $15,628,000 for the years ended December 31, 2002,
2001 and 2000 respectively or 68%, 77% and 86% as a percentage of revenue. The
decrease in RL cost of sales as a percentage of revenue from 2001 to 2002 is
primarily attributed to efficiencies experienced with higher production volumes
as well as more favorable material costs. The decrease in cost of sales from
2000 to 2001 is primarily attributed to the sale of retail store operations and
the consolidation of the bedliner manufacturing operations of our Uniontown,
Pennsylvania facility with our Owosso, Michigan facility in the second quarter
of 2000. Gross profit for RL was 32% of sales in 2002, 23% of sales for 2001 and
14% of sales in 2000. Cost of sales attributable to BIR were $4,244,000,
$3,096,000 and $3,063,000 for the years ended December 31, 2002, 2001 and 2000
respectively. The increase in BIR's cost of sales is primarily attributable to
increased amounts spent for maintenance, entertainment and promotion in an
effort to increase revenues and attendance.
Selling, general and administrative expenses were $4,672,000, $5,606,000 and
$7,114,000 in 2002, 2001 and 2000 respectively, or as a percentage of revenues,
24% for 2002 and 33% for both 2001 and 2000. Selling, general and administrative
expenses attributable to RL were $3,849,000, $4,749,000, and $5,735,000 for the
years ended December 31, 2002, 2001 and 2000 respectively. Included in RL's
selling, general and administrative expense for 2001 is goodwill amortization
expense of $327,000 which was discontinued in fiscal 2002 with the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 142. See also
"Cumulative Effect of Accounting Change for Goodwill" below. Also 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 shareholder and his wife of $215,000. The
overall decrease in expense from 2000 to 2001 for RL is primarily due to the
sale of retail store operations. Additionally, we consolidated most of our
administrative functions into our Owosso, Michigan facility in 2000.
Selling, general and administrative expenses for BIR were $823,000, $857,000 and
$1,379,000 for the years ended December 31, 2002, 2001 and 2000 respectively.
BIR's selling, general and administrative expenses for 2001 include goodwill
amortization of $60,000. Legal fees of $670,000, related to a lawsuit settled in
2000 involving two former employees, are included in fiscal year 2000 for BIR.
There was no significant gain or loss on the disposal of assets in 2002 or 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.
The write-down of impaired assets in the amount of $1,859,000 in 2001 relates to
18 condominium units at our BIR facility in Brainerd, Minnesota. The write-down
reflects the estimated fair value of the condominiums
14
considering future cash flows. See also "Cumulative Effect of Accounting Change
for Goodwill" below for a discussion of goodwill impairment in 2002. There was
no write-down of impaired assets in 2000.
Interest expense in 2002 decreased $91,000 from 2001 due to the reduction of
outstanding debt. 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 income was $409,000, $534,000 and $559,000 for the years ending
December 31, 2002, 2001 and 2000 respectively. Changes in interest income are
attributable to excess cash available for investment purposes at prevailing
rates and interest earned on notes receivable-related party.
Rental income was $244,000, $139,000 and $188,000 for the years ending 2002,
2001 and 2000, respectively. The increase in rental income from 2001 to 2002 is
mainly attributable to the rent of condominium units constructed at our BIR
facility in 2001. We ceased leasing portions of our Tecumseh, Michigan to third
parties and sold it in the third quarter of 2000, causing the decrease in rental
income from 2000 to 2001.
We made non-refundable deposits totaling $261,000 in fiscal 2002 and $222,000 in
fiscal 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 is not in
place, these deposits have been expensed and included in land development costs.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR GOODWILL
In June 2001, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible exceeds it
fair value, an impairment loss is recognized. We engaged an independent
appraisal company who used a discounted cash flow model to determine the fair
value of our businesses for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average cost of capital
for each business. The effect of adopting this new standard resulted in a
cumulative effect of an accounting change of approximately $1,131,000 or $.02
per basic and diluted share for an impairment loss on goodwill. $1,069,000 of
the impairment loss was attributable to our truck accessories business and
$62,000 was associated with our racetrack operations. In addition, the adoption
eliminated annual amortization expense of approximately $387,000 or $.01 per
share. See Note 2 to the consolidated financial statements included in Appendix
A.
RISK FACTORS
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
15
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN ONE SHAREHOLDER, WHO IS
ABLE TO EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST
OF ALL OF OUR SHAREHOLDERS
Donald J. Williamson, our majority shareholder, and his wife, Patsy Williamson
own approximately 97% of our issued and outstanding shares of common stock.
Accordingly, Donald and Patsy Williamson are able to control the election of
directors and all other matters which are subject to a vote of shareholders.
This concentration of ownership may have the effect of delaying or preventing a
change of control of Sports Resorts International, Inc. even if this change of
control would benefit all of the shareholders.
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, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the termination of our
sanction agreement with the NHRA would adversely affect the results of our
operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and maintain effective
marketing programs, the number and location of our competitors and general
market and economic conditions.
OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.
WE MAY INCUR LIABILITY FOR PERSONAL INJURIES
Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this
16
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 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 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
the price of natural gas feedstock. 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 the cost of resin increases, 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.
17
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. See "Cumulative Effect of Accounting Change for Goodwill" above
for a discussion of the effect of adopting SFAS 142.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". The new standard requires one model of
accounting for long-lived assets to be held and used and disposed of, and
broadens the definition of discontinued operations to include a component of a
segment. SFAS 144 is effective for fiscal years beginning after December 15,
2001. The adoption of SFAS 144 did not have a material effect on the Company's
financial position or results of operations.
In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 clarifies the application
of Accounting Research Bulletin 51, "Consolidated Financial Statements", for
certain entities that do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable
interest entities within the scope of FIN 46 will be required to be
consolidated by their primary beneficiary. The primary beneficiary of a
variable interest entity is determined to be the party that absorbs a majority
of the entity's expected losses, receives a majority of its expected returns,
or both. FIN 46 applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired before
February 1, 2003. We are in the process of determining what impact, if any, the
adoption of the provisions of FIN 46 will have upon our financial condition or
results of operations.
SEGMENT REPORTING
For a discussion of our business segments, see Note 15 to the consolidated
financial statements included in Appendix A.
SUBSEQUENT EVENTS
In February 2003, we entered into a term loan in the amount of $500,000. This
loan is secured by a mortgage on our BIR facilities. The note is due in October
2003 and requires monthly payments of interest at 7.5%.
In January and February 2003, we made non-refundable deposits totaling $95,000
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 three to six months.
18
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On April 17, 2002, Deloitte & Touche LLP notified us of its decision to resign
as our independent public accountants. Deloitte & Touche has not included, in
either of the past two years, an adverse opinion or a disclaimer of opinion, or
a qualification or modification as to uncertainty, audit scope or accounting
principles, with respect to our financial statements. During our two most recent
fiscal years ended December 31, 2001, and the subsequent interim period through
April 17, 2002, there were no disagreements between the Company and Deloitte &
Touche on any matter of accounting principles or practices, financial disclosure
or auditing scope or procedure, which disagreements, if not resolved to Deloitte
& Touche's satisfaction would have caused Deloitte & Touche to make reference to
the subject matter of the disagreement in connection with its reports. On May
10, 2002 we engaged Grant Thornton LLP as our independent public accountants for
fiscal 2002.
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 (58) Ms. Cronin is a Director of the Company. She is an
Investment Relations Manager with Steinberg Global Asset Management, Ltd. in
Boca Raton, Florida. She has held this position since April of 2002. Previously,
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 (54). Mr. Frisina is a Director of the Company and a Director
of Brainerd International Raceway & Resort, Inc. ("BIR"). 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,
19
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 2005.
TED M. GANS (68). Mr. Gans is a Director of the Company and a Director of Rugged
Liner, Inc. ("RL"). 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 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 (71). 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 (45). Mr. Hipple is a Director of the Company. Mr. Hipple is a
Senior Account Representative with Rho-Mar Agency, an insurance agency located
in Farmington Hills, Michigan. Mr. Hipple has been an independent consultant to
the Clio Agency, Inc., a company wholly owned by Donald J. Williamson and also
to Patsy Lou 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. Mr. Hipple has served as a local radio and
television football analyst for the Detroit Lions. 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 (55). 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 2005.
DONALD J. WILLIAMSON (69). 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
20
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 H. SINGLETERRY (58). Mr. Singleterry is the President and a Director of
BIR. Mr. Singleterry served as Vice President of Marketing and Development of
the Company until November of 2002 and 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, no Director, officer or beneficial owner
of more than 10% of the Company's outstanding Common 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, 2002.
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, 2002, of the Chief Executive Officer of
the Company and each executive officer of the Company whose cash compensation in
2002 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 2002 $ 164,338 $ 0 $ 0 0
Chairman of the Board, 2001 160,000 10,000 0 10,000
Chief Executive Officer 2000 166,923 0 0 10,000
and Director
William H. Singleterry 2002 $ 175,739 $ 0 $ 0 0
President and Director of BIR/ 2001 154,203 10,000 0 10,000
Vice President of Development 2000 148,354 0 0 10,000
Gregory T. Strzynski 2002 $ 126,010 $ 0 $ 0 0
Chief Financial Officer 2001 117,923 10,000 0 10,000
2000 96,827 21,500 0 10,000
- ---------------------------
STOCK OPTIONS
Pursuant to the automatic grant provisions of the Company's 1995 Long-Term
Incentive Plan (the "LTIP"), during 2002 Ms. Cronin, Messrs. Frisina, Gans,
Gorman, Hipple, and Rolak received options to purchase a total of 23,052 shares
of Common Stock. None of the Company's Officers or Directors exercised any of
their outstanding options during 2002. The automatic grant of options to
non-employee directors was suspended in November of 2002.
22
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation of
Individual Grants Option 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%($)
- ------------------------------------------------------------------------------------------------------------------------------------
There were no options granted to executive officers in 2002.
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 20,000 0 $ 21,100 $ 0
William H. Singleterry 30,000 0 47,300 0
Gregory T. Strzynski 20,000 0 21,100 0
- -----------------
(1) Based on the market value of the Company's Common Stock as of December
31, 2002 ($5.87 per share), minus the exercise price, multiplied by the
number of options.
COMPENSATION OF DIRECTORS
Effective for 2002, Directors received 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.
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 2002. 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 2002 were approximately $4,000.
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:
- Attract and retain well-qualified executives who will lead the
Company and achieve and inspire superior performance;
- 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 2002, Ms. Cronin, and
Messrs. Frisina, Gans, Gorman, Hipple, and Rolak, as non-employee Directors of
the Company, received automatic stock option grants covering a total of 23,052
shares of Common Stock. The automatic grant of options to non-employee directors
was suspended in November of 2002.
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 2003 or in future years by reason of actions
expected to be taken in 2003.
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
[LINE GRAPH]
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
Sports Resorts International, Inc. $ 100.00 $ 75.93 $ 109.26 $ 113.89 $ 228.45 $ 173.93
NASDAQ US $ 100.00 $ 140.99 $ 262.00 $ 157.59 $ 125.05 $ 85.83
Peer Group Only $ 100.00 $ 100.54 $ 91.51 $ 74.59 $ 92.63 $ 92.18
(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, 1997 $ 100.00 $ 100.00 $ 100.00
December 31, 1998 75.93 140.99 100.54
December 31, 1999 109.26 262.00 91.51
December 31, 2000 113.89 157.59 74.59
December 31, 2001 228.45 125.05 92.63
December 31, 2002 173.93 85.83 92.18
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
February 3, 2003:
Name and Address Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class(1)
--------------------- --------- --------- --------
Donald J. Williamson 46,956,060 shares Sole voting and investment power 96.5%
951 Aiken Road 0 shares Shared voting or investment power 0.0%
Owosso, MI 48867
Patsy L. Williamson 176,900 shares Sole voting and investment power .4%
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 February 3, 2003 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) 24,670 shares Sole voting and investment power *
0 shares Shared voting or investment power *
J. Daniel Frisina (2)(3) 50,477 shares Sole voting and investment power *
0 shares Shared voting or investment power *
27
Ted M. Gans (2)(3) 50,477 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Donald R. Gorman (2)(3) 49,427 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Eric Hipple(2)(3) 28,947 shares Sole voting and investment power *
0 shares Shared voting or investment power *
Ronald J. Rolak (2)(3) 33,357 shares Sole voting and investment power *
9,800 shares Shared voting or investment power *
William H. 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(4)(5) 46,956,060 shares Sole voting and investment power 96.5%
0 shares Shared voting or investment power *
Directors and Officers as a group 47,243,415 shares Sole voting and investment power 97.1%
(5) 9,800 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
February 3, 2003, plus shares of Common Stock subject to options held
by the listed persons that were exercisable on February 3, 2003 or that
will become exercisable within 60 days after February 3, 2003. 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:
Weighted Average
Director/Officer Options Exercise Price
---------------- ------- ----------------
Maureen C. Cronin 17,327 $ 6.01
J. Daniel Frisina 50,477 4.13
Ted M. Gans 50,477 4.13
Donald R. Gorman 49,427 4.16
Eric Hipple 28,947 4.80
Ronald J. Rolak 33,357 4.55
William H. 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 300,012 $ 4.46
========== =============
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. All of these options are
currently exercisable.
(3) Automatic Stock Option Grants to Non-Employee Directors: Under the
LTIP, each non-employee director of the Company had received 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
options in an amount equal to the last grant. Ms. Cronin and Messrs.
Frisina, Gans, Gorman, Hipple and Rolak were each granted options to
purchase 1,874 shares of Common Stock on March 1, 2002, and options to
purchase 1,968 shares of Common Stock on September 1, 2002. All of
these options are currently exercisable. The automatic grant of options
to non-employee directors was suspended in November of 2002.
(4) William H. Singleterry/Gregory T. Strzynski/Donald J. Williamson: 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, Mr. Strzynski and Mr. Williamson were granted options to
purchase up to 10,000 shares of Common Stock. These stock options are
currently exercisable.
(5) Total Stock Ownership: Excludes the 176,900 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 97% 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. Mr. Williamson used the proceeds of this loan to
purchase real property in Davison, Michigan. This loan is being paid in
accordance with terms.
Lease of Owosso, Michigan Facility. RL 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. RL pays all taxes, insurance and maintenance expenses
related to the facility. Rent expense on this lease was $600,000 for both years
ending December 31, 2002 and 2001.
29
Lease of Flint, Michigan Ticket Office. BIR leased its executive and ticket
offices from Donald J. Williamson through October 2002. BIR paid all taxes,
insurance and maintenance expenses related to the facility. Rent expense on this
lease was $40,500 for the year ending December 31, 2002.
Net Advances to Related Parties. During 2000, 2001 and the first six months of
2002, the Company paid certain expenses on behalf of affiliated entities
controlled by Donald J. Williamson. These expenses are predominately for the use
of a common payroll processing service as well as a pro rata share of general
insurance coverage. Additionally, the Company had advanced $1,036,000 on behalf
of Mr. Williamson for construction costs related to a convenience store and gas
station built adjacent to BIR's facility in Brainerd, Minnesota. Construction of
the convenience store was completed in the second quarter of 2002. Effective
September 1, 2002, Mr. Williamson transferred the facility to the Company, at
which time the advances were offset. The total amount outstanding at December
31, 2002 and December 31, 2001 was $1,107,000 and $1,496,000 respectively, which
is to be reimbursed to the Company by the affiliated entities. These advances to
related parties are recorded as a reduction to shareholders' equity. In
accordance with the Sarbanes-Oxley Act of 2002, the Company discontinued making
any additional advances to, or on behalf of affiliated entities effective June
30, 2002.
Patsy Lou 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 2002, purchases
of automobiles, parts and services by the Company from the dealership was
approximately $153,000. RL sold approximately $19,000 worth of bedliners and
truck accessories to the dealership in 2002.
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 2002 were
approximately $4,000.
ITEM 14 CONTROLS AND PROCEDURES.
Disclosures Controls and Procedures
The Company maintains controls and procedures designed to ensure that it is able
to collect the information that is required to be disclosed in the reports it
files with the SEC, and to process, summarize and disclose this information
within the time period specified in the rules of the SEC. The Company's Chief
Executive and Chief Financial Officers are responsible for establishing,
maintaining and enhancing these procedures. They are also responsible, as
required by the rules established by the SEC, for the evaluation of the
effectiveness of these procedures.
Based on their evaluation of the Company's disclosure controls and procedures
which took place as of a date within 90 days of the filing of this report, the
Chief Executive Officer and the Chief Financial Officer believe that these
procedures are effective to ensure that the Company is able to collect, process
and disclose the information it is required to disclose in the reports it files
with the SEC within the required time period.
Internal Controls
The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to (1) permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) maintain accountability for
assets. Access to assets is permitted only in accordance with management's
general or specific authorization.
30
Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have been no
significant changes in such controls or in other factors that could have
significantly affected those controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
ITEM 15(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' Reports
* Consolidated Balance Sheets as of December 31, 2002 and 2001
* Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000
* Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2002, 2001 and 2000
* Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000
* Notes to Consolidated Financial Statements for the years ended
December 31, 2002, 2001 and 2000
* Schedule II - Valuation and Qualifying Accounts
ITEM 15(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.
ITEM 15(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.
31
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. (Filed herewith)
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. Incorporated by reference from the Company's Report on
Form 10-K for the year ended December 31, 2001.
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).
10.3 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's Report on
Form 10-K for the year ended December 31, 2000.
10.4 Amendment to sanction agreement between Brainerd International Raceway
and National Hot Rod Association dated October 27, 1999. (Filed
herewith)
10.5 Extension of sanction agreement between Brainerd International Raceway
and National Hot Rod Association dated April 19, 2002. (Filed herewith)
10.6 Lease agreement between 620 Platt Road LLC and The Colonels Truck
Accessories, Inc. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2001.
10.7 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 10-K for the year ended December 31,
1997.
10.8 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 10-K for the year ended December 31, 1997.
10.9 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 10-K for the year ended December 31,
1997.
32
10.10 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp. dated
November 8, 2002 (Filed herewith)
10.11 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp. dated
November 11, 2002 (Filed herewith)
23 Consent of Grant Thornton LLP (Filed herewith)
24 Consent of Deloitte & Touche LLP (Filed herewith)
99.1 Certification of Chief Executive Officer (Filed herewith)
99.2 Certification of Chief Financial Officer (Filed herewith)
- --------------------
ITEM 15(B). REPORTS ON FORM 8-K.
We filed the following reports on Form 8-K during the last quarter of the period
covered by this report.
Form 8-K
Filing Date Description
- ----------- -----------
November 6, 2002 Press release dated November 6, 2002
33
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 27, 2003 By: /s/ Donald J. Williamson
--------------------------------
Donald J. Williamson
Chairman of the Board,
Chief Executive Officer and
Director (Principal Executive
Officer)
Dated: March 27, 2003 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 27, 2003
- ------------------------------ Executive Officer and Director
Donald J. Williamson
/s/Maureen C. Cronin Director March 27, 2003
- ------------------------------
Maureen C. Cronin
/s/J. Daniel Frisina Director March 27, 2003
- ------------------------------
J. Daniel Frisina
/s/Ted M. Gans Director March 27, 2003
- ------------------------------
Ted M. Gans
/s/Donald Gorman Director March 27, 2003
- ------------------------------
Donald Gorman
/s/ Eric Hipple Director March 27, 2003
- ------------------------------
Eric Hipple
/s/Ronald J. Rolak Director March 27, 2003
- ------------------------------
Ronald J. Rolak
34
I, Donald J. Williamson, certify that:
1. I have reviewed this annual report on Form 10-K of Sports
Resorts International, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a). designed such disclosure controls and
procedures to ensure that material
information relating to the registrant,
including its consolidated subsidiaries, is
made known to us by others within those
entities, particularly during the period in
which this annual report is being prepared;
b). evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this annual report
(the "Evaluation Date"); and
c). presented in this annual report our
conclusions about the effectiveness of the
disclosure controls and procedures based on
our evaluation as of the Evaluation Date:
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function);
a). all significant deficiencies in the design
or operation of internal controls which
could adversely affect the registrants
ability to record, process, summarize and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and
b). any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
35
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 27, 2003
/s/ Donald J. Williamson
-------------------------
Donald J. Williamson
Chairman of the Board and
Chief Executive Officer
36
I, Gregory T. Strzynski, certify that:
1. I have reviewed this annual report on Form 10-K of Sports Resorts
International, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a). designed such disclosure controls and
procedures to ensure that material
information relating to the registrant,
including its consolidated subsidiaries, is
made known to us by others within those
entities, particularly during the period in
which this annual report is being prepared;
b). evaluated the effectiveness of the
registrant's disclosure controls and
procedures as of a date within 90 days prior
to the filing date of this annual report
(the "Evaluation Date"); and
c). presented in this annual report our
conclusions about the effectiveness of the
disclosure controls and procedures based on
our evaluation as of the Evaluation Date:
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function);
a). all significant deficiencies in the design
or operation of internal controls which
could adversely affect the registrants
ability to record, process, summarize and
report financial data and have identified
for the registrant's auditors any material
weaknesses in internal controls; and
b). any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
37
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Gregory T. Strzynski
----------------------------------
Gregory T. Strzynski
Chief Financial Officer
38
APPENDIX A
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
SPORTS RESORTS INTERNATIONAL, INC.
Consolidated Financial Statements as of December 31, 2002 and 2001 and for
the three years in the period ended December 31, 2002 and Independent
Auditors' Reports
A-1
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Sports Resorts International, Inc.
Owosso, Michigan
We have audited the accompanying consolidated balance sheet of Sports Resorts
International, Inc. (the "Company") as of December 31, 2002 and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. 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 audit.
We conducted our audit 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 audit provides 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,
2002, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited schedule II for the year ended December 31, 2002. In our
opinion, this schedule presents fairly, in all material respects, the
information required to be set forth therein.
As discussed in Note 2 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142") on January 1, 2002.
/s/Grant Thornton LLP
Southfield, Michigan
February 5, 2003
A-2
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Sports Resorts International, Inc.
Owosso, Michigan
We have audited the accompanying consolidated balance sheet of Sports Resorts
International, Inc. (the "Company") as of December 31, 2001, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the years ended December 31, 2001 and 2000 (prior to the adoption of Statement
of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets). Our audit also included the financial statement schedule listed in the
index at Item 15(a)(1) for the years ended December 31, 2001 and 2000. These
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule 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 the results of its operations and its cash flows for the years ended
December 31, 2001 and 2000, (prior to the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets), in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, for the years
ended December 31, 2001 and 2000, 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
Detroit, Michigan
March 26, 2002
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
- --------------------------------------------------------------------------------
ASSETS 2002 2001
--------------- ---------------
CURRENT ASSETS
Cash $ 692,138 $ 1,232,183
Accounts receivable:
Trade (net of allowance for doubtful accounts and cash
discounts of $210,000 and $598,000 at
December 31, 2002 and 2001, respectively) 929,070 874,932
Note receivable - related party (Note 4) 191,731 136,874
Federal income taxes receivable (Note 11) 160,758 913,621
Inventories (Note 5) 1,523,000 1,150,173
Other 951,725 600,252
--------------- ---------------
Total current assets 4,448,422 4,908,035
PROPERTY, PLANT AND EQUIPMENT - Net
(Note 6) 12,338,308 9,798,418
OTHER ASSETS:
Note receivable - related party (Note 4) 4,590,192 4,738,427
Goodwill (Net of accumulated amortization and impairment
of $1,819,000 at December 31, 2001) (Note 2) -- 1,130,911
Other (Note 7) 1,307,012 1,614,450
--------------- ---------------
Total other assets 5,897,204 7,483,788
--------------- ---------------
TOTAL ASSETS (Note 8) $ 22,683,934 $ 22,190,241
=============== ===============
See notes to consolidated financial statements.
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
- --------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 2002 2001
----------------- ----------------
CURRENT LIABILITIES:
Current portion of long-term debt (Note 8) $ 662,632 $ 1 ,270,783
Accounts payable 2,598,629 1,269,312
Accrued expenses (Note 9) 1,045,579 1,311,091
----------------- ----------------
Total current liabilities 4,306,840 3,851,186
LONG-TERM DEBT (Note 8) 531,123 608,002
LONG-TERM PORTION OF DEFERRED
COMPENSATION -- 10,400
Commitments and Contingencies (Note 13)
SHAREHOLDERS' EQUITY:
Common stock; 70,000,000 shares authorized at $.01
par value, 48,362,953 shares issued
and outstanding in 2002 and 2001 483,629 483,629
Additional paid-in capital 5,656,605 5,656,605
Net advances to related parties (Note 4) (1,107,447) (1,495,909)
Retained earnings 12,813,184 13,076,328
----------------- ----------------
Total shareholders' equity 17,845,971 17,720,653
----------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 22,683,934 $ 22,190,241
================= ================
See notes to consolidated financial statements.
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- --------------------------------------------------------------------------------
2002 2001 2000
----------------- ----------------- ------------------
SALES (Note 4) $ 19,370,372 $ 16,817,966 $ 21,651,407
COST OF SALES (Note 4) 15,200,768 13,500,772 18,690,814
----------------- ----------------- ------------------
GROSS PROFIT 4,169,604 3,317,194 2,960,593
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 4,672,035 5,606,440 7,113,687
NET GAIN ON DISPOSAL OF ASSETS
(Note 3) 40,550 13,672 1,649,198
WRITE - DOWN OF IMPAIRED ASSETS
(Note 2) -- 1,858,573 --
----------------- ----------------- ------------------
LOSS FROM OPERATIONS (461,881) (4,134,147) (2,503,896)
OTHER INCOME (EXPENSE):
Interest expense (113,239) (204,405) (555,845)
Interest income (Note 4) 408,847 533,522 558,930
Rental income 243,925 138,691 188,308
Land development costs (Note 13) (260,500) (221,750) --
Other 9,020 23,141 39,955
----------------- ----------------- ------------------
Other income, net 288,053 269,199 231,348
----------------- ----------------- ------------------
LOSS FROM OPERATIONS BEFORE
INCOME TAX BENEFIT (EXPENSE) AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (173,828) (3,864,948) (2,272,548)
INCOME TAX BENEFIT (EXPENSE) (Note 11) 1,041,595 (114,943) 397,502
----------------- ----------------- ------------------
INCOME (LOSS) BEFORE ACCOUNTING CHANGE 867,767 (3,979,891) (1,875,046)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
FOR GOODWILL (NOTE 2) (1,130,911) -- --
----------------- ----------------- ------------------
NET LOSS $ (263,144) $ (3,979,891) $ (1,875,046)
================= ================= ==================
(continued)
See notes to consolidated financial statements.
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- --------------------------------------------------------------------------------
2002 2001 2000
----------------- ----------------- ------------------
BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE (Note 2)
Income (loss) before accounting change $ 0.01 $ (0.08) $ (0.04)
Cumulative effect of accounting change (0.02) -- --
----------------- ----------------- ------------------
Net Loss $ (0.01) $ (0.08) $ (0.04)
================= ================= ==================
WEIGHTED AVERGE COMMON SHARES
Basic 48,362,953 48,355,912 48,581,380
Effect of dilutive securities:
Common share equivalents, common shares
issuable upon exercise of outstanding stock options 77,400 -- --
----------------- ----------------- ------------------
Diluted 48,440,353 48,355,912 48,581,380
================= ================= ==================
(concluded)
See notes to consolidated financial statements
A-7
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- --------------------------------------------------------------------------------
NET
ADDITIONAL ADVANCES TO
COMMON STOCK PAID-IN RELATED RETAINED
SHARES AMOUNT CAPITAL PARTIES EARNINGS TOTAL
------------ ----------- ------------ -------------- -------------- --------------
BALANCE, JANUARY 1, 2000 24,518,326 $ 245,183 $ 7,908,336 $ (539,784) $ 18,931,265 $ 26,545,000
Common Stock Redeemed
340,521 shares (Note 12) (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 14) 7,343 73 59,772 -- -- 59,845
Disgorgement of Trading Profits
(Note 10) -- -- 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
Net repayment from related parties
(Note 4) -- -- -- 388,462 -- 388,462
Net loss -- -- -- -- (263,144) (263,144)
------------ ----------- ------------ -------------- -------------- --------------
BALANCE, DECEMBER 31, 2002 48,362,953 $ 483,629 $ 5,656,605 $ (1,107,447) $ 12,813,184 $ 17,845,971
============ =========== ============ ============== ============== ==============
See notes to consolidated financial statements.
A-8
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- --------------------------------------------------------------------------------
2002 2001 2000
--------------- ---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (263,144) $ (3,979,891) $ (1,875,046)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,062,400 2,376,615 2,623,627
Impairment of long lived assets (Note 2) -- 1,858,573 --
Cumulative effect of change in accounting
principle (Note 2) 1,130,911 -- --
Stock based compensation expense -- 59,845 --
Net loss on sale of store operations -- 736,277
Gain on disposal of property, plant and equipment (40,550) (13,672) (2,385,476)
Changes in assets and liabilities that provided
(used) cash
Accounts receivable (54,138) (90,431) 804,041
Inventories (372,827) 646,162 1,920,954
Accounts payable 1,329,317 (175,401) (2,739,448)
Accrued expenses (265,512) 12,930 (903,495)
Income taxes receivable/payable 752,863 114,943 (4,267,289)
Other (54,435) 208,383 (514,018)
--------------- ---------------- ---------------
Net cash provided by (used in) operating activities 4,224,885 1,018,056 (6,599,873)
--------------- ---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,630,116) (1,046,803) (2,820,143)
Proceeds from disposal of property and equipment 68,376 25,092 9,446,983
Payments received on notes receivable - related party 93,378 146,486 1,497,596
Proceeds from sale of Rugged Liner assets (Note 12) -- -- 361,700
Proceeds from sale of store operations -- -- 1,232,948
--------------- ---------------- ---------------
Net cash (used in) provided by investing activities (4,468,362) (875,225) 9,719,084
--------------- ---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term obligations 595,237 -- --
Principal payments on long-term debt (159,618) (160,286) (172 ,781)
Principal payments on obligations under capital leases (1,120,649) (1,034,528) (1,031,749)
Disgorgement of trading profits (Note 10) -- 256,272 --
Net repayment from (advances to) related parties 388,462 (538,142) (417,983)
--------------- ---------------- ---------------
Net cash used in financing activities (296,568) (1,476,684) (1,622,513)
--------------- ---------------- ---------------
NET (DECREASE) INCREASE IN CASH (540,045) (1,333,853) 1,496,698
CASH, BEGINNING OF YEAR 1,232,183 2,566,036 1,069,338
--------------- ---------------- ---------------
CASH, END OF YEAR $ 692,138 $ 1,232,183 $ 2,566,036
=============== ================ ===============
(continued)
A-9
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- --------------------------------------------------------------------------------
2002 2001 2000
------------- -------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 168,491 $ 214,996 $ 1,437,355
============= ============== =============
Cash paid during the year for taxes $ -- $ -- $ 3,869,787
============= ============== =============
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
Sale of Rugged Liner assets, net of cash received (Note 12):
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-10
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- --------------------------------------------------------------------------------
1. ORGANIZATION
Sports Resorts International, Inc. (formerly The Colonel's
International, Inc. or the "Company") is a holding company for three
active wholly owned subsidiaries, Rugged Liner, Inc. ("RL") (formerly
The Colonel's Truck Accessories, Inc.), Brainerd International Raceway
& Resort, Inc. ("BIR") (formerly The Colonel's Brainerd International
Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66"). The Colonel's, Inc.
("The Colonel's") is an inactive subsidiary, holding certain land. RL
began operations on January 1, 1996 and was subsequently incorporated
in Michigan in 1997. RL produces truck bedliners for sale to original
equipment manufacturers ("OEM") and the automotive aftermarket. BIR was
incorporated in Minnesota in 1982 and operates a multi-purpose motor
sports facility in Brainerd, Minnesota. BIR organizes and promotes
various spectator events relating to road and drag races. Raceway 66 is
a combined convenience store and gas station adjacent to BIR's
facility. Ownership of Raceway 66 was transferred to the Company by
Donald J. Williamson, its majority shareholder and affiliated entities
in September of 2002.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiaries, RL, BIR, Raceway 66 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.
ACCOUNTS RECEIVABLE - The majority of the Company's accounts receivable
are due from companies in the automotive parts distribution industry.
Credit is extended based on evaluation of a customers' financial
condition and, generally, collateral is not required. Accounts
receivable are due within 30 days and are stated at amounts due from
customers net of an allowance for doubtful accounts and cash discounts
for prompt payment. Accounts outstanding longer than the contractual
payment terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length of
time trade accounts receivable are past due, the Company's previous
history of losses and discounts taken, the customer's current ability
to pay its obligation to the Company, and the condition of the general
economy and the industry as a whole. The Company writes-off accounts
receivable when they become uncollectible, and payments subsequently
received on such receivables are credited to the allowance for doubtful
accounts.
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-11
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 BIR, revenue is
recognized when earned at the time of the related event.
GOODWILL is no longer amortized in accordance with Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible
Assets," effective January 1, 2002. Refer to "New Accounting
Pronouncements" below. Goodwill was being amortized using the
straight-line method over 7 years. The carrying value of goodwill was
assessed annually for recoverability using an undiscounted cash flow
approach based on cash flows, which benefited directly from the
goodwill. The Company eliminated goodwill associated with certain RL
assets sold to International Liner in June 2000.
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 BIR facility in Brainerd, Minnesota (Note 6).
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.
A-12
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.
EARNINGS (LOSS) PER SHARE - Basic earnings (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.
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 PRONOUNCEMENTS - In June 2001, the Financial Accounting
Standard Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets".
SFAS 142 requires goodwill to be subject to annual impairment testing
instead of amortization. The Company adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible
exceeds its fair value, an impairment loss is recognized. The Company
engaged an independent appraisal company who used a discounted cash
flow model to determine the fair value of the Company's business
segments for purposes of testing goodwill for impairment. The discount
rate used was based on a risk-adjusted weighted average cost of capital
for each business segment. The effect of adopting this new standard
resulted in a cumulative effect of an accounting change of
approximately $1,131,000 or $.02 per basic and diluted share for an
impairment loss on goodwill. $1,069,000 of the impairment loss was
attributable to RL and $62,000 was associated with BIR. In addition,
the adoption eliminates annual amortization expense of approximately
$387,000 or $.01 per share.
The following pro forma information assumes SFAS 142 had been in effect
for all periods presented:
2002 2001 2000
------------ ------------ ------------
Reported income (loss) before cumulative effect of
accounting change $ 867,767 $ (3,979,891) $ (1,875,046)
Add back goodwill amortization expense, net of tax -- 255,437 280,379
------------ ------------ ------------
Adjusted income (loss) before cumulative effect of
accounting change $ 867,767 $ (3,724,454) $ (1,594,667)
============ ============ ============
A-13
Reported basic and diluted earnings (loss) per
share before cumulative effect of accounting change $ 0.01 $ (0.08) $ (0.04)
Add back goodwill amortization expense, net of tax -- 0.00 0.01
------------ ------------ ------------
Adjusted basic and diluted earnings (loss) per
share before cumulative effect of accounting change $ 0.01 $ (0.08) $ (0.03)
============ ============ ============
The Company accounts for stock-based compensation consistent with SFAS
No. 123, "Accounting for Stock-Based Compensation", and, as permitted
by this standard, will continue to apply the recognition and
measurement principles of Accounting Principles Board Opinion No. 25 to
its stock-based compensation awards. Since stock options are granted at
prices equal to fair market value, no compensation expense is
recognized in connection with stock options granted to employees. The
following illustrates the effect on net income (loss) and earnings
(loss) per share if the Company applied the fair value recognition
provisions of SFAS 123:
2002 2001 2000
----------- ----------- -----------
Net loss as reported $ (263,144) $(3,979,891) $(1,875,046)
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of tax (288,389) (415,989) (192,859)
----------- ----------- -----------
Pro forma net loss $ (551,533) $(4,395,880) $(2,067,905)
=========== =========== ===========
Basic and diluted loss per share:
As reported $ (0.01) $ (0.08) $ (0.04)
Pro forma $ (0.01) $ (0.09) $ (0.04)
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. The adoption of SFAS 144 did
not have a material effect on the Company's financial position or
results of operations.
In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 clarifies the
application of Accounting Research Bulletin 51, "Consolidated
Financial Statements", for certain entities that do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties
or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities").
Variable interest entities within the scope of FIN 46 will be required
to be consolidated by their primary beneficiary. The primary
beneficiary of a variable interest entity is determined to be the
party that absorbs a majority of the entity's expected losses,
receives a majority of its expected returns, or both. FIN 46 applies
immediately to variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise obtains
an interest after that date. It applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable interest
entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The Company is in the process of
determining what impact, if any, the adoption of the provisions of
FIN 46 will have upon its financial condition or results of operations.
RECLASSIFICATIONS - Certain 2001 and 2000 amounts have been
reclassified to conform to the 2002 presentation.
3. SALE OF TECUMSEH HEADQUARTERS/NET GAIN 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 on disposal of assets in the
year ended December 31, 2000. Also included in net gain 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.
4. RELATED PARTY TRANSACTIONS
NOTE RECEIVABLE - During the first quarter of 1999, a note receivable
from South Saginaw LLC, a company owned by Donald J. Williamson, the
Company's Chief Executive Officer and majority shareholder, of
$5,200,000 was established. The note requires monthly payments of
$43,976, 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 - From 1999 through the first six
months of 2002, the Company paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson. These expenses
were predominately for the use of a common payroll processing service
as well as a pro rata share of general insurance coverage.
Additionally, the Company had advanced $1,036,000 on behalf of Mr.
Williamson for construction costs related to a convenience store and
gas station built adjacent to BIR's facility in Brainerd, Minnesota.
Construction of the convenience store was completed in the second
quarter of 2002. Effective September 1, 2002, Mr. Williamson
transferred the facility to the Company, at which time the advances
were offset. The total amount outstanding at December 31, 2002 and
December 31, 2001 was $1,107,000 and $1,496,000
A-14
respectively, which is to be reimbursed to the Company by the
affiliated entities. These advances to related parties are recorded as
a reduction to shareholders' equity. In accordance with the
Sarbanes-Oxley Act of 2002, the Company discontinued making any
additional advances to, or on behalf of affiliated entities effective
June 30, 2002.
The primary parties related to the Company are as follows:
- The majority shareholder, Donald J. Williamson, and his wife,
Patsy Lou Williamson, with whom various transactions are made.
BIR leased approximately 5,000 square feet of space from
Donald J. Williamson for its executive and ticket sales office
through October 2002.
- 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.
- South Saginaw LLC ("Saginaw"), a company owned by Donald J.
and Patsy Lou Williamson, to which a loan was made in 1999.
- Patsy Lou Buick-GMC, Inc. and Williamson Chevrolet Cadillac,
Inc., companies owned by Patsy Lou Williamson, from which
automobiles, parts and service are purchased and sold, and to
which a loan was made.
- International Liner Company. In June of 2000, the Company sold
certain assets of RL 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:
2002 2001 2000
------------ ------------ ------------
Majority shareholder:
Net repayment by various related parties $ 388,462 $ -- $ --
Net advances to various related parties -- 538,142 417,983
Rental payments 40,500 25,500 --
Platt:
Rental payments 600,000 600,000 580,000
Saginaw:
Collection on note receivable 125,047 146,486 96,597
Interest income on note receivable 353,409 462,458 338,363
Patsy Lou Buick - GMC, Inc.:
Purchases of automobiles, parts and services 152,794 31,627 23,269
Interest income on note receivable -- -- 32,154
Sales of inventory 18,808 10,528 38,702
Collection on note receivable -- -- 1,401,000
A-15
Williamson Chevrolet Cadillac, Inc:
Sales of inventory -- -- 8,034
International Liner Company
Sale of assets to International Liner
Company (Note 12) -- -- 361,700
5. INVENTORIES
Inventories at December 31 are summarized as follows:
2002 2001
------------------- -------------------
Finished products $ 912,406 $ 789,674
Raw materials 559,604 360,499
Other 50,990 --
------------------- -------------------
Total inventories $ 1,523,000 $ 1,150,173
=================== ===================
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31 is summarized as follows:
2002 2001
------------------- -------------------
Land and improvements $ 3,679,121 $ 2,752,540
Track 2,573,229 1,903,120
Buildings 3,343,853 1,824,484
Condominium units (Note 2) 466,000 466,000
Leasehold improvements 312,569 300,080
Bleachers and fencing 1,699,541 1,702,106
Equipment (including equipment under capital lease) 7,000,776 6,685,617
Transportation equipment 2,148,839 1,267,103
Furniture and fixtures 757,433 716,764
Tooling 3,495,292 3,354,852
------------------- -------------------
Total 25,476,653 20,972,666
Less accumulated depreciation and amortization (13,138,345) (11,174,248)
------------------- -------------------
Property, plant and equipment, net $ 12,338,308 $ 9,798,418
=================== ===================
The gross amount of equipment recorded under capital leases was
$6,434,050 at December 31, 2002 and 2001. The related accumulated
depreciation was $5,354,748 and $4,554,518 at December 31, 2002 and
2001, respectively.
A-16
7. OTHER ASSETS, LONG-TERM
Other assets, long-term at December 31 is summarized as follows:
2002 2001
---------- ----------
Rental property $ 75,000 $ 75,000
Land held for development 1,137,460 1,137,460
Security deposits -- 267,348
Land contract receivable 90,351 102,253
Other 4,201 32,389
---------- ----------
Total $1,307,012 $1,614,450
========== ==========
8. LONG-TERM DEBT
Long-term obligations at December 31 consist of the following:
2002 2001
----------- -----------
Term loan, annual installments of $100,675 plus interest at
9% through August 2003; secured by related assets $ 100,675 $ 201,350
Mortgage payable to a bank, interest at prime
plus 2%, with a floor of 8.0% (effective rate of 8.0% at December
31, 2002 and 2001) annual principal payments of $50,000 plus
interest due quarterly, through
September 2004; secured by underlying property 100,000 150,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
8.0% and 8.5%, collateralized by the related machinery
and equipment (Note 13) 407,326 1,527,435
Term loans, payable to a finance company, monthly installments include
interest at 8.0% through November 2007, collateralized by the
related transportation equipment 502,526 --
Term loans, payable to a finance company, monthly installments with
interest at 0.0% through November 2007, collateralized by related
transportation equipment 83,228 --
----------- -----------
Total 1,193,755 1,878,785
Less current portion (662,632) (1,270,783)
----------- -----------
Long-term $ 531,123 $ 608,002
=========== ===========
The scheduled future repayments of long-term obligations at December
31, 2002 are as follows:
2003 $ 662,632
2004 161,266
2005 119,077
2006 127,537
2007 123,243
------------
Total $ 1,193,755
============
A-17
9. ACCRUED EXPENSES
Accrued expenses at December 31 consist of the following:
2002 2001
---------- ----------
Accrued settlements $ 312,646 $ 747,646
Accrued interest 7,116 62,368
Other 725,817 501,077
---------- ----------
Total $1,045,579 $1,311,091
========== ==========
10. 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 sought and 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 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.
11. INCOME TAXES
For the years ended December 31, the Company's (benefit) expense
provision for income taxes consists of the following:
2002 2001 2000
----------------- ----------------- -----------------
Current:
Federal $ (1,041,595) $ 114,943 $ (397,502)
State -- -- --
----------------- ---------------- ----------------
Total Current (1,041,595) 114,943 (397,502)
Deferred
Federal -- -- --
State -- -- --
----------------- ---------------- ----------------
Total deferred --
Income tax (benefit) expense $ (1,041,595) $ 114,943 $ (397,502)
================= ================ ================
A-18
The temporary differences which give rise to deferred tax assets and
liabilities at December 31 are as follows:
2002 2001
--------------- ----------------
Current deferred tax assets:
Allowance for doubtful accounts $ 71,310 $ 185,291
Inventory obsolescence 13,600 15,200
Accrued settlements 98,600 275,500
Other 73,573 95,633
-------------- ----------------
Total 257,083 571,624
Valuation allowance (257,083) (571,624)
-------------- ----------------
Total $ -- $ --
============== ================
Noncurrent deferred tax assets (liabilities):
Net operating loss carryforwards $ -- $ 926,904
Fixed asset basis differential 704,044 609,147
Goodwill 1,039,463 849,105
Other 189,465 (56,391)
-------------- ----------------
Total 1,932,972 2,328,765
Valuation allowance (1,932,972) (2,328,765)
-------------- ----------------
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:
2002 2001 2000
---------------- --------------- ----------------
Federal income tax at statutory rate $ (59,102) $ (1,352,730) $ (795,392)
Nondeductible items 5,825 425 175,007
Valuation allowance (710,334) 1,642,038 (87,679)
Adjustment to prior years provision (285,446) (178,633) 288,179
Other 7,462 3,843 22,383
---------------- --------------- ----------------
Income tax (benefit) expense $ (1,041,595) $ 114,943 $ (397,502)
================ =============== ================
Effective tax rate 600% 3% 18%
================ =============== ================
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002
was enacted which extends the carryback period for net operating losses
from two years to five years. Based on this new legislation, the
Company carried back net operating losses for which there was a
valuation allowance. In connection with the passage of this
legislation, the Company amended certain of the prior year returns
resulting in larger net operating losses than previously anticipated.
The effect of these amendments was to increase the current year refund
by approximately $171,000 which is included in the adjustment to prior
years provision. The Company received $1,794,000 in Federal income tax
refunds in the third quarter of
A-19
2002. The tax benefit of the carryback and change in the valuation
allowance was recorded in the first quarter of fiscal 2002 as SFAS No.
109, "Accounting for Income Taxes", requires the impact of new tax
legislation to be recorded in the period in which the legislation is
enacted.
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.
12. COMMON STOCK REDEEMED / SALE OF ASSETS TO INTERNATIONAL LINER
In June of 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 affiliates
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.
13. COMMITMENTS AND CONTINGENCIES
The Company leases its principal operating facility from a related
party (Note 4) and leases equipment under capital leases (Notes 6 and
8). The operating lease requires 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, 2002 are summarized as follows:
CAPITAL OPERATING
LEASES LEASES
--------------- ---------------
Years ending December 31:
2003 $ 420,241 $ 604,500
2004 -- 604,500
2005 -- 604,500
2006 -- 604,500
2007 -- 600,000
Thereafter -- 1,150,000
--------------- ---------------
Total $ 420,241 $ 4,168,000
===============
Less amount representing interest 12,915
---------------
Present value of minimum lease payments 407,326
Less current maturities 407,326
---------------
Long-term portion of capital lease obligations $ --
===============
Rent expense, including month to month rentals, was approximately
$640,500, $663,500 and $1,004,000 for the years ended December 31,
2002, 2001 and 2000, respectively.
A-20
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 made non-refundable deposits totaling $260,500 and $221,750
during the years ending December 31, 2002 and 2001 respectively, 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 is not in place, 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. In May 2002, the Company paid $300,000 to settle this
matter. Additionally, the Company is responsible for rent that is due
through 2004 and certain repairs and costs of reletting.
As a result of the crash of an airplane owned by the Company in August
2000, claims were made against the Company. All claims have been
successfully settled and have been covered under the Company's
insurance policy.
A-21
14. STOCK OPTIONS
The fair value of the options granted included in the pro forma
calculation in Note 2 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,
2002 2001 2000
-------- -------- --------
Risk free interest rate 5.03% 4.66% 5.88%
Expected life 10 years 10 years 10 years
Expected volatility 101% 88% 83%
Dividend yield 0% 0% 0%
Weighted average grant date fair value $ 4.88 $ 5.51 $ 3.10
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-22
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, 2000 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 granted 23,052 $ 5.34
-------
Options Outstanding at December 31, 2002 312,312 $ 4.42
=======
Options Exercisable at December 31, 2002 300,504 $ 4.44
=======
Summary information about the Company's stock options outstanding at
December 31, 2002 is as follows:
Weighted
Options Average Remaining Weighted Weighted
Range of Outstanding at Contractual Life Average Options Average
Exercise Prices 12/31/02 (Years) Exercise Price Exercisable Exercise Price
- ---------------------- ----------------- ----------------------- ------------------ --------------- -----------------
$2.00-$3.49 164,900 6.25 $ 3.04 164,900 $ 3.04
$3.50-$4.99 35,458 7.78 $ 3.90 23,650 $ 3.96
$5.00-$6.98 111,954 8.83 $ 6.59 111,954 $ 6.59
- ----------------------- ------- ------- ------- ------- -------
$2.00-$6.98 312,312 7.35 $ 4.42 300,504 $ 4.44
======================= ======= ======= ======= ======= =======
15. 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.
Financial information segregated by reportable segments is as follows:
A-23
2002 2001 2000
------------ ------------ ------------
SALES:
Truck Accessories $ 16,138,148 $ 13,502,296 $ 18,301,875
Raceway 3,232,224 3,315,670 3,349,532
------------ ------------ ------------
Total $ 19,370,372 $ 16,817,966 $ 21,651,407
============ ============ ============
INCOME (LOSS) FROM OPERATIONS:
Truck Accessories $ 1,373,987 $ (1,633,432) $ (1,411,573)
Raceway (1,835,868) (2,500,715) (1,092,323)
------------ ------------ ------------
Total $ (461,881) $ (4,134,147) $ (2,503,896)
============ ============ ============
IDENTIFIABLE ASSETS:
Truck Accessories $ 13,781,238 $ 15,519,073 $ 19,582,064
Raceway 8,902,696 6,671,168 8,219,378
------------ ------------ ------------
Total $ 22,683,934 $ 22,190,241 $ 27,801,442
============ ============ ============
CAPITAL EXPENDITURES:
Truck Accessories $ 1,166,064 $ 382,836 $ 454,482
Raceway 3,464,052 663,967 2,365,661
------------ ------------ ------------
Total $ 4,630,116 $ 1,046,803 $ 2,820,143
============ ============ ============
DEPRECIATION AND AMORTIZATION:
Truck Accessories $ 1,335,066 $ 1,672,052 $ 1,905,325
Raceway 727,334 704,563 718,302
------------ ------------ ------------
Total $ 2,062,400 $ 2,376,615 $ 2,623,627
============ ============ ============
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:
2002 2001 2000
----------- ----------- -----------
United States $18,026,918 $16,053,264 $20,735,612
Foreign 1,343,454 764,702 915,795
----------- ----------- -----------
Consolidated $19,370,372 $16,817,966 $21,651,407
=========== =========== ===========
Sales to one customer in 2002 represented approximately 11 percent of the
Company's sales. Included in trade accounts receivable at December 31, 2002 is
$168,340 due from this customer. No other customer comprised 10 percent or more
of the Company's sales in the three years ended December 31, 2002.
A-24
16. SUBSEQUENT EVENTS
In February 2003, the Company entered into a term loan in the amount of
$500,000. This loan is secured by a mortgage on BIR's facilities. The note is
due in October 2003 and requires monthly payments of interest at 7.5%.
In January and February 2003, the Company made non-refundable deposits totaling
$95,000 and extended various agreements to purchase land in Mount Morris
Township, Michigan in connection with a proposed sports and entertainment
complex. The extended agreements are for periods of three to six months.
17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a condensed summary of the Company's unaudited
quarterly results of operations for fiscal 2002 and 2001:
2002 Fiscal Quarters
- ---------------------------------------------------------------------------------------------------------------
First Second Third Fourth 2002
------------ ------------ ------------ ------------ ------------
Sales $ 4,281,697 $ 4,625,483 $ 6,693,149 $ 3,770,043 $ 19,370,372
Cost of Sales $ 3,011,632 $ 3,436,744 $ 5,580,591 $ 3,171,801 $ 15,200,768
Net (loss) income $ (280,752) $ 48,078 $ 24,882 $ (55,352) $ (263,144)
Basic and diluted
(loss) earnings per
share $ (0.01) $ 0.00 $ 0.00 $ 0.00 $ (0.01)
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-25
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 2) $1,859,000
Write-off of non-refundable deposits to purchase land (Note 13) $ 222,000
Addition to allowance for doubtful accounts $ 196,000
Recognition of professional fees expense $ 243,000
Increase in accrued settlements $ 75,000
******
A-26
SPORTS RESORTS INTERNATIONAL, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS DEDUCTIONS RECOVERIES
CHARGED TO CHARGED TO WRITE-OFFS
BALANCE COSTS AND TO OTHER AND BALANCE
JANUARY 1 EXPENSES ACCOUNTS DISPOSALS DECEMBER 31
---------- ---------- ---------- ----------- -----------
DOUBTFUL ACCOUNTS AND CASH
DISCOUNTS RESERVES
For the year ended December 31:
2002 598,000 70,000 -- (458,000) 210,000
2001 297,000 367,000 -- (66,000) 598,000
2000 713,000 150,000 -- (566,000) 297,000
INVENTORY RESERVES
For the year ended December 31:
2002 40,000 -- -- -- 40,000
2001 50,000 -- -- (10,000) 40,000
2000 402,000 -- -- (352,000) 50,000
TAX VALUATION ALLOWANCE
For the year ended December 31:
2002 2,900,000 -- -- (710,000) 2,190,000
2001 1,258,000 1,642,000 -- -- 2,900,000
2000 1,125,000 588,000 -- (455,000) 1,258,000
A-27
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. (Filed
herewith)
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. Incorporated by reference from the
Company's Report on Form 10-K for the year ended December 31,
2001.
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).
10.3 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's
Report on Form 10-K for the year ended December 31, 2000.
10.4 Amendment to sanction agreement between Brainerd International
Raceway and National Hot Rod Association dated October 27,
1999. (Filed herewith)
10.5 Extension of sanction agreement between Brainerd International
Raceway and National Hot Rod Association dated April 19, 2002.
(Filed herewith)
10.6 Lease agreement between 620 Platt Road LLC and The Colonel's
Truck Accessories, Inc. Incorporated by reference from the
Company's Report on Form 10-K for the year ended December 31,
2001.
10.7 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
10-K for the year ended December 31, 1997.
10.8 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 10-K for the
year ended December 31, 1997.
10.9 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
10-K for the year ended December 31, 1997.
10.10 Agreement between Rugged Liner, Inc. and PACCAR Financial
Corp. dated November 8, 2002 (Filed herewith)
10.11 Agreement between Rugged Liner, Inc. and PACCAR Financial
Corp. dated November 11, 2002 (Filed herewith)
23 Consent of Grant Thornton LLP (Filed herewith)
24 Consent of Deloitte &Touche LLP (Filed herewith)
99.1 Certification of Chief Executive Officer (Filed herewith)
99.2 Certification of Chief Financial Officer (Filed herewith)