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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
951 AIKEN ROAD, OWOSSO, MICHIGAN 48867
(Address of principal executive offices) (Zip code)
(989) 725-8354
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------- -------
Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of November 1, 2003: 48,362,953
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements required under Item 1 of Part I are set forth in
Appendix A to this Report on Form 10-Q and are herein incorporated by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors." Such risk factors include: concentration of stock ownership,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."
All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
CRITICAL ACCOUNTING POLICIES
A summary of our critical accounting policies is incorporated by reference
beginning on page 10 of our 2002 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 2003. There have been no
material changes in the accounting policies followed by us during fiscal 2003.
BACKGROUND
We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries.
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We received approval from our Board of Directors and implemented name changes
for two of our operating subsidiaries. We changed the name of our subsidiary,
The Colonel's Truck Accessories, Inc., which operates in the truck accessories
segment, to Rugged Liner, Inc. ("RL"). The name of our subsidiary, The Colonel's
Brainerd International Raceway, Inc., which operates in the sports and
entertainment segment, became Brainerd International Raceway & Resort, Inc.
("BIR"). All references to our subsidiaries in this document reflect the name
changes as described above.
RUGGED LINER, INC. RL manufactures and sells pickup truck bedliners and tailgate
covers through a distributor network. Truck bedliners are plastic inserts that
are placed in the rear beds of pickup trucks to protect the paint and structural
integrity of the bed. RL manufactures approximately 90 different bedliners.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. BIR operates a motor sports
facility located approximately nine miles northwest of Brainerd, Minnesota.
Substantially all of BIR's revenues are obtained from motor sports racing events
at the racetrack. BIR schedules racing and other events held at the racetrack
during weekends in May through October of each year.
RACEWAY 66, INC. ("Raceway 66") is a combined convenience store and gas station
adjacent to our BIR facility.
DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesee County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site by the Mount Morris Township Planning Board. The Complex
could eventually include a coliseum, domed stadium, hotel, theme restaurant, and
a combined gas station, convenience and souvenir store, along with 130 acres of
parking. To date, we have not been able to obtain the necessary funding for this
project and are currently evaluating our options. If we cannot obtain sufficient
capital to develop the complex we will need to consider an alternative plan.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $4,448,000 at December 31, 2002
to $4,871,000 at September 30, 2003. This increase is primarily related to
increases in Federal income taxes receivable of $639,000 and increases in cash
and trade accounts receivable of $334,000 and $289,000, respectively, offset by
decreases in inventory and other current assets of $169,000 and $637,000,
respectively. Our consolidated current liabilities decreased from $4,307,000 at
December 31, 2002 to $3,095,000 at September 30, 2003. This decrease primarily
relates to decreases in accounts payable and accrued expenses of $867,000 and
$349,000, respectively.
Cash increased by $334,000 from the year end 2002 to September 30, 2003
primarily due to cash generated in operating activities, the receipt of $711,000
which was previously advanced to affiliated entities, and the proceeds of
$500,000 from borrowing under a bank note payable, offset by capital
expenditures of $1,246,000.
Accounts receivable--trade increased by approximately $289,000 from $929,000 as
of December 31, 2002 to $1,218,000 at September 30, 2003, due to increased sales
activity associated with the first nine months of the current fiscal year.
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Note receivable - related party at September 30, 2003 is comprised of a note,
which is secured by a subordinated mortgage and personal guarantee from the
majority shareholder and requires monthly principal and interest payments. The
note is being paid in accordance with terms.
Federal income taxes receivable of $800,000 and $161,000 at September 30, 2003
and December 31, 2002 respectively, relate to net operating losses eligible for
carryback. We recorded a tax benefit of approximately $638,000 in the third
quarter of 2003 and for the nine months ending September 30, 2003. In
connection with the completion of our 2002 consolidated Federal income tax
return, we elected to employ certain tax strategies resulting in the
acceleration of deductions for Federal income tax reporting purposes and
increasing the carryback of net operating losses.
Inventories decreased by approximately $169,000 from $1,523,000 at December 31,
2002 to $1,354,000 at September 30, 2003 due to increased sales activity for the
first nine months of fiscal 2003.
Other assets - current decreased $637,000 from $952,000 at December 31, 2002 to
$315,000 at September 30, 2003 primarily due to the expense of prepaid sanction
fees associated with an event held at BIR in the third quarter of 2003 and the
use of a security deposit towards the payoff of outstanding capital lease
obligations.
Net property, plant and equipment decreased by approximately $285,000 from
$12,338,000 at December 31, 2002 to $12,053,000 at September 30, 2003 due to
fixed asset additions of $1,246,000 offset by depreciation for the period of
$1,516,000. Tooling and machinery and equipment comprised the majority of
additions during the period.
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $867,000 from $2,599,000 at December
31, 2002 to $1,732,000 at September 30, 2003 due to the payment of amounts owed
with the use of cash received from the repayment of amounts owed by affiliated
entities, cash generated in operating activities and the proceeds of borrowing
under a bank note in the amount of $500,000.
Accrued expenses decreased by $349,000 from $1,046, 000 at December 31, 2002 to
$697,000 at September 30, 2003, primarily due to the payment of amounts provided
for with available cash.
During the first six months of 2002, we paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson, our majority
shareholder. These expenses were predominately for the use of a common payroll
processing service as well as a pro rata share of general insurance coverage.
Additionally, we had advanced $1,036,000 on behalf of Mr. Williamson for
construction costs related to a convenience store and gas station built adjacent
to our BIR facility in Brainerd, Minnesota. Construction of the convenience
store was completed in the second quarter of 2002. Effective September 1, 2002,
Mr. Williamson transferred the facility to us, at which time the construction
advances were offset. Additionally, in June of 2003, we received $711,000 from
affiliated entities toward amounts previously advanced. The total amount
outstanding at September 30, 2003 and December 31, 2002 was $396,000 and
$1,107,000 respectively, which is to be reimbursed to us by the affiliated
entities. In accordance with the Sarbanes-Oxley Act of 2002, we discontinued
making any additional advances to or on behalf of affiliated entities effective
June 30, 2002.
OUTSTANDING LOANS
We entered into a term loan in August 1999 in the amount of $403,000. This loan
was secured by a permanent grandstand addition and required annual principal
payments of $100,675, plus 9% interest, through August 2003 at which time this
loan was paid in full. We have a term loan, which is secured
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by property that 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
in 2004.
In 1995, we leased $2,689,000 of equipment under a lease agreement that included
an option to purchase the equipment for $1.00 upon expiration of the lease term.
The payment amounts under the lease represented principal payments, with
interest at rates between 8.0% and 8.5%. In 1996, we leased additional equipment
in the amount of $3,744,000 structured in the same manner. In May of 2003, these
capital leases were paid in full.
In 2002 we entered into term loans in the amount of $595,237. These loans are
secured by transportation equipment and require monthly payments including
interest at rates approximating 8.0% through November 2007.
In February 2003, we entered into a note payable with a bank in the amount of
$500,000. This note was secured by a mortgage on BIR's facilities and required
monthly payments of interest at 7.5%. In October 2003, we extended this note
with monthly principal and interest payments at 2 1/2% above prime through
October 2008.
We believe that we will be able to satisfy our ongoing cash requirements for
operating activities in the next twelve months and thereafter with available
cash, cash flows from operations and the collection of advances and notes
receivable outstanding from our majority shareholder and related entities.
Borrowing arrangements or additional public capital will be necessary to fund
the proposed sports and entertainment complex, which we have been unable to
obtain to date.
RESULTS OF OPERATIONS
Our revenues were $7,921,000 in the three months ended September 30, 2003
compared to $6,693,000 in the same period of 2002. Revenues attributable to RL
were $4,836,000 and $4,037,000 for the quarters ended September 30, 2003 and
2002, respectively. The $799,000 increase in RL's revenue was primarily
attributable to the addition of new distributors. BIR's revenues were $3,085,000
and $2,656,000 for the quarters ended September 30, 2003 and 2002, respectively.
The $429,000 increase in BIR's revenues is primarily due to the inclusion of
Raceway 66's operations, a combined convenience store and gas station, which we
acquired in September of 2002, and an increase in ticket sales, sponsorship and
camping revenues.
Revenues were $18,014,000 and $15,600,000 for the nine month periods ending
September 30, 2003 and 2002, respectively for the same reasons as above.
Revenues for RL were $14,104,000 and $12,436,000 for the nine month periods
ending September 30, 2003 and 2002, respectively, and BIR's revenues were
$3,910,000 and $3,164,000 for the same periods.
Cost of sales were $6,611,000 and $5,581,000 for the quarters ended September
30, 2003 and 2002 respectively or 83% as a percentage of revenue for both
periods. Cost of sales attributable to RL were $3,629,000 and $2,917,000 for the
quarters ended September 30, 2003 and 2002 respectively or 75% and 72% as a
percentage of revenue. The increase in RL cost of sales is primarily attributed
to less favorable material costs, partially offset by efficiencies experienced
with higher production volumes. Gross profit for RL was 25% of sales for the
third quarter of 2003 and 28% of sales for the third quarter of 2002. Cost of
sales attributable to BIR were $2,982,000 and $2,664,000 for the quarters ended
September 30, 2003 and 2002, respectively. The increase in BIR's cost of sales
is primarily attributable to the inclusion of Raceway 66's operations as
described above.
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Cost of sales for the nine month periods ended September 30, 2003 and 2002 were
$14,995,000 and $12,029,000, respectively, for the same reasons described above.
Cost of sales attributable to RL were $10,608,000 and $8,270,000 for the nine
month periods ended September 30, 2003 and 2002, respectively or 75% and 67% as
a percentage of revenues. Cost of sales attributable to BIR for the nine month
periods ended September 30, 2003 and 2002 were $4,387,000 and $3,759,000,
respectively.
Selling, general and administrative expenses were $1,090,000 and $1,152,000 for
the quarters ended September 30, 2003 and 2002, respectively, or 14% and 17%
respectively, as a percentage of revenues. Selling, general and administrative
expenses attributed to RL were $819,000 and $869,000 for the quarters ended
September 30, 2003 and 2002, respectively. RL's selling, general and
administrative expenses were relatively fixed overall and decreased in total due
to activities associated with higher sales levels offset by a reduction in
amounts attributable to certain non-recurring selling expenses, property taxes
and professional fees. Selling, general and administrative expenses for BIR were
$271,000 and $283,000 for the three month period ended September 30, 2003 and
2002 respectively.
Selling, general and administrative expenses were $3,286,000 and $3,553,000 for
the nine month periods ended September 30, 2003 and 2002, respectively or 18%
and 23% as a percentage of revenues. Selling, general and administrative
expenses attributed to RL were $2,557,000 and $2,912,000 for the nine month
periods ended September 30, 2003 and 2002, respectively. RL's selling, general
and administrative expenses decreased in total for the same reasons as described
above. Selling, general and administrative expenses for BIR were $729,000 and
$641,000 for the nine month periods ended September 30, 2003 and 2002,
respectively. The increase in selling, general and administrative expenses for
BIR is primarily due to the inclusion of the operations of the combined
convenience store and gas station as described above.
Interest expense was $25,000 and $24,000 for the quarters ended September 30,
2003 and 2002, respectively, and $78,000 and $91,000 for the nine month periods
ending September 30, 2003 and 2002, respectively.
Interest income was $97,000 and $106,000 for the quarters ended September 30,
2003 and 2002, respectively, and $292,000 and $309,000 for the nine month
periods ended September 30, 2003 and 2002, respectively.
Rental income was $97,000 and $64,000 for the quarters ended September 30, 2003
and 2002, respectively, and $215,000 and $192,000 for the nine month periods
ended September 30, 2003 and 2002, respectively.
Land development costs are comprised principally of non-refundable deposits to
extend various agreements to purchase land in Mount Morris Township, Michigan in
connection with our proposed sports and entertainment complex. The extended
agreements are for periods of four to six months. Since financing for
development of the project was not in place at September 30, 2003 these deposits
have been expensed.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR GOODWILL
In September 2001, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible exceeds its
fair
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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.
RISK FACTORS
GENERAL
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN ONE SHAREHOLDER, WHO IS ABLE TO
EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL
OF OUR SHAREHOLDERS
Donald J. Williamson, our majority shareholder and his wife, Patsy Williamson,
own approximately 97% of our issued and outstanding shares of common stock.
Accordingly, Donald and Patsy Williamson are able to control the election of
directors and all other matters which are subject to a vote of shareholders.
This concentration of ownership may have the effect of delaying or preventing a
change of control of Sports Resorts International, Inc. even if this change of
control would benefit all of the shareholders.
OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.
OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES
There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
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TRUCK ACCESSORIES SEGMENT
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
natural gas feedstock prices. We do not have any long-term supply contracts and
do not use any hedging techniques to manage the costs of plastic resin. In the
event raw material prices increase, we may be unable to pass the increased costs
on to our customers which could adversely affect our results of operations. In
addition, we attempt to control our labor costs. In the event that the cost of
labor increases and we are unable to pass such increased labor costs to our
customers, our results of operations could be adversely affected.
OUR TRUCK ACCESSORIES BUSINESS FACES STRONG COMPETITION WHICH COULD AFFECT OUR
SALES AND PROFIT MARGINS
We compete for sales of bedliners and other truck accessories against a number
of companies. Many of these companies are larger, have greater market
recognition and substantially greater financial, technical, marketing,
distribution and other resources than we have. While product quality is an
important factor, price is also very important to our customers. We attempt to
manufacture a high quality product which is cost competitive. We have faced and
will continue to face additional competition from new entrants into our markets.
We cannot be certain that we will be able to compete successfully with existing
or new competitors.
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA
Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We only sell
our truck accessories in the United States and as result we are solely dependent
on the health and vitality of the U. S. economy for our success. There can be no
assurance that production of pickup trucks will not decline in the future or
that we will be able to fully utilize our manufacturing capacity. Economic
factors adversely affecting truck sales and production and consumer spending
could adversely impact our sales and operating results.
SPORTS AND ENTERTAINMENT SEGMENT
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While
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we believe that we have a good relationship with the NHRA, and the current term
of our sanctioning agreement has been extended to December 31, 2005, it is
likely that the loss of the national race with the NHRA would adversely affect
the results of our operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and maintain effective
marketing programs, the number and location of our competitors and general
market and economic conditions.
WE MAY INCUR LIABILITY FOR PERSONAL INJURIES
Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.
OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS
Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
9
NEW ACCOUNTING STANDARDS
In September 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". We adopted this standard effective January 1, 2002.
See "Cumulative Effect of Accounting Change for Goodwill" above for a discussion
of the effect of adopting SFAS 142.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". The new standard requires one model of
accounting for long-lived assets to be held and used and disposed of, and
broadens the definition of discontinued operations to include a component of a
segment. SFAS 144 is effective for fiscal years beginning after December 15,
2001. 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
September 15, 2003, to variable interest entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003. We are in the
process of determining what impact, if any, the adoption of the provisions of
FIN 46 will have upon our financial condition or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". This Statement clarifies various
derivative implementation issues and is generally effective for new contracts
entered into or modified after September 30, 2003. We currently do not enter
into derivative transactions, and believe the adoption of this Statement will
have no impact on our financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". Under SFAS
150, a mandatorily redeemable financial instrument is classified as a liability
unless the redemption is required to occur only upon the liquidation or
termination of the entity and is measured at fair market value. Changes in the
fair value or redemption amount are recognized in earnings. SFAS 150 is
effective for financial instruments entered into or modified after May 31, 2003.
For financial instruments issued on or before May 31, 2003, SFAS 150 is
effective July 1, 2003. The adoption of SFAS 150 did not have an impact on our
financial statements.
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SEGMENT REPORTING
For a discussion of our business segments, see Note 12 to the condensed
financial statements included in Appendix A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under "Market Risk Disclosure" in Item 2 above.
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
The Company maintains controls and procedures designed to ensure that it is able
to collect the information that is required to be disclosed in the reports it
files with the SEC, and to process, summarize and disclose this information
within the time period specified in the rules of the SEC. The Company's Chief
Executive and Chief Financial Officers are responsible for establishing,
maintaining and enhancing these procedures. They are also responsible, as
required by the rules established by the SEC, for the evaluation of the
effectiveness of these procedures.
Based on their evaluation of the Company's disclosure controls and procedures
which took place as of a date within 90 days of the filing of this report, the
Chief Executive Officer and the Chief Financial Officer believe that these
procedures are effective to ensure that the Company is able to collect, process
and disclose the information it is required to disclose in the reports it files
with the SEC within the required time period.
Internal Controls
The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to (1) permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) maintain accountability for
assets. Access to assets is permitted only in accordance with management's
general or specific authorization.
Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have been no
significant changes in such controls or in other factors that could have
significantly affected those controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
31.1 Certification of Craig B. Parr pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Gregory T. Strzynski pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification of Craig B.Parr pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Gregory T. Strzynski pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPORTS RESORTS INTERNATIONAL, INC.
Dated: November 11, 2003 By: /s/ Gregory T. Strzynski
------------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and Principal
Accounting and Financial Officer of the
Registrant)
13
APPENDIX A
A-1
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
September 30, December 31,
2003 2002
(unaudited) (audited)
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 1,026,490 $ 692,138
Accounts receivable:
Trade (net of allowance for doubtful accounts and
cash discounts of $223,000 at September 30, 2003
and $210,000 at December 31, 2002) 1,217,696 929,070
Note receivable -- related party (Note 2) 157,370 191,731
Federal income taxes receivable (Note 9) 800,000 160,758
Inventories (Note 3) 1,353,859 1,523,000
Other (Note 4) 315,438 951,725
----------- -----------
Total current assets 4,870,853 4,448,422
PROPERTY, PLANT, AND EQUIPMENT -- Net 12,053,250 12,338,308
(Notes 5 and 7)
OTHER ASSETS:
Note receivable -- related party (Note 2) 4,470,996 4,590,192
Other (Note 6) 1,298,172 1,307,012
----------- -----------
Total other assets 5,769,168 5,897,204
----------- -----------
TOTAL ASSETS $22,693,271 $22,683,934
=========== ===========
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
September 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7) $ 666,538 $ 662,632
Accounts payable 1,732,268 2,598,629
Accrued expenses (Note 8) 696,537 1,045,579
------------ ------------
Total current liabilities 3,095,343 4,306,840
LONG-TERM DEBT (Note 7) 423,910 531,123
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,362,953 shares issued
and outstanding at September 30, 2003
and December 31, 2002 483,629 483,629
Additional paid-in-capital 5,656,605 5,656,605
Net advances to related parties (Note 2) (396,292) (1,107,447)
Retained earnings 13,430,076 12,813,184
------------ ------------
Total shareholders' equity 19,174,018 17,845,971
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 22,693,271 $ 22,683,934
============ ============
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ending Three Months Ending
September 30 September 30
---------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------ ------------- ------------
SALES $ 18,014,417 $ 15,600,329 $ 7,921,336 $ 6,693,149
COST OF SALES 14,995,131 12,028,967 6,610,950 5,580,591
------------ ------------ ------------ ------------
GROSS PROFIT 3,019,286 3,571,362 1,310,386 1,112,558
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,286,457 3,552,854 1,089,653 1,152,314
NET GAIN ON DISPOSAL
OF ASSETS 104,296 41,550 6,315 46,000
------------ ------------ ------------ ------------
(LOSS) INCOME FROM
OPERATIONS (162,875) 60,058 227,048 6,244
OTHER INCOME (EXPENSE):
Interest expense (77,940) (91,088) (24,887) (23,743)
Interest income 291,655 308,691 96,992 105,701
Rental income 214,774 192,199 96,834 64,415
Land development costs (Note 5) (290,512) (250,500) (90,920) (130,500)
Other 3,567 4,880 477 2,765
------------ ------------ ------------ ------------
Other income, net 141,544 164,182 78,496 18,638
(LOSS) INCOME BEFORE INCOME
TAX BENEFIT AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE (21,331) 224,240 305,544 24,882
INCOME TAX BENEFIT (Note 9) 638,223 698,879 638,223 --
------------ ------------ ------------ ------------
INCOME BEFORE
ACCOUNTING CHANGE 616,892 923,119 943,767 24,882
CUMULATIVE EFFECT OF
ACCOUNTING CHANGE FOR
GOODWILL (Note 1) -- (1,130,911) -- --
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 616,892 $ (207,792) $ 943,767 $ 24,882
============ ============ ============ ============
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ending Three Months Ending
September 30 September 30
-------------------------------- ----------------------------
2003 2002 2003 2002
---------- -------------- ---------- ----------
BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE
(Note 10)
Income before accounting
change $ 0.01 $ 0.02 $ 0.02 $ 0.00
Cumulative effect of change in
accounting principle -- (0.02) -- --
---------- -------------- ---------- ----------
Net Income (Loss) $ 0.01 $ (0.00) $ 0.02 $ 0.00
========== ============== ========== ==========
WEIGHTED AVERAGE COMMON
SHARES
Basic 48,362,953 48,362,953 48,362,953 48,362,953
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon
exercise of outstanding
stock options 88,479 80,230 70,395 54,244
---------- -------------- ---------- ----------
Diluted 48,451,432 48,443,183 48,433,348 48,417,197
========== ============== ========== ==========
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ending
September 30
-------------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 616,892 $ (207,792)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,515,557 1,525,057
Cumulative effect of accounting change (Note 1) -- 1,130,911
Gain on disposal of property and equipment (104,296) (41,550)
Changes in assets and liabilities that (used) provided cash:
Accounts receivable (288,626) (154,102)
Inventories 169,141 (226,120)
Other 645,127 173,580
Accounts payable (866,361) 637,657
Accrued expenses (349,042) (235,103)
Income taxes receivable/payable (639,242) 1,095,579
----------- -----------
Net cash provided by operating activities 699,150 3,698,117
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,246,161) (2,952,426)
Proceeds from disposal of property and equipment 119,958 69,376
Payments received on notes receivable-related party 153,557 101,626
----------- -----------
Net cash used in investing activities (972,646) (2,781,424)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 535,621 --
Principal payments on long-term debt (231,602) (150,675)
Principal payments on obligations under capital leases (407,326) (831,680)
Net repayment from related parties 711,155 396,502
----------- -----------
Net cash provided by (used in) financing activities 607,848 (585,853)
----------- -----------
INCREASE IN CASH 334,352 330,840
CASH, BEGINNING OF PERIOD 692,138 1,232,183
----------- -----------
CASH, END OF PERIOD $ 1,026,490 $ 1,563,023
=========== ===========
Continued
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ending
September 30
-------------------------------
2003 2002
------------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 76,773 $150,368
============= ========
Cash paid during the period for taxes $ -- $ --
============= ========
Concluded
A-7
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 BASIS OF PRESENTATION
The Company is a Michigan corporation and a holding company with
three active wholly owned subsidiaries. The Company received
approval from its Board of Directors and implemented name changes
for two of its operating subsidiaries. The Company has changed the
name of its subsidiary, The Colonel's Truck Accessories, Inc.,
which operates in the truck accessories segment, to Rugged Liner,
Inc. ("RL"). The name of the Company's subsidiary, The Colonel's
Brainerd International Raceway, Inc., which operates in the sports
and entertainment segment, became Brainerd International Raceway &
Resort, Inc. ("BIR"). All references to the Company's subsidiaries
reflect the name changes as described above.
These financial statements should be read in conjunction with the
audited financial statements and notes to consolidated financial
statements included in the Company's 2002 Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March
28, 2003. A summary of critical accounting policies is presented
beginning on page 10 of the Company's most recent Form 10-K. There
have been no material changes in the accounting policies followed
by the Company during fiscal year 2003.
The financial information included herein is unaudited; however
such information reflects all adjustments (consisting solely of
normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the results of
operations, financial position and cash flows for the periods
presented.
Interim results of operations are not necessarily indicative of the
results expected for the full year.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2001, the Financial Accounting Standard Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets". SFAS 142 requires
goodwill to be subject to annual impairment testing instead of
amortization. The Company adopted this standard effective January
1, 2002. If the carrying value of goodwill or an intangible exceeds
its fair value, an impairment loss is recognized. The Company
engaged an independent appraisal company who used a discounted cash
flow model to determine the fair value of the Company's business
segments for purposes of testing goodwill for impairment. The
discount rate used was based on a risk-adjusted weighted average
cost of capital for each business segment. The effect of adopting
this new standard resulted in a cumulative effect of an accounting
change of approximately $1,131,000 or $.02 per basic and diluted
share for an impairment loss on goodwill. $1,069,000 of the
impairment loss was attributable to RL and $62,000 was associated
with BIR. In addition, the adoption eliminates annual amortization
expense of approximately $387,000 or $.01 per share.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". The new standard
requires one model of accounting for long-lived assets to be held
and used and disposed of, and broadens the definition of
discontinued operations to include a component of a segment. SFAS
144 is effective for fiscal years 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.
A-8
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 September 15, 2003, to variable interest entities
in which an enterprise holds a variable interest that it acquired
before February 1, 2003. The Company is in the process of
determining what impact, if any, the adoption of the provisions of
FIN 46 will have upon its financial condition or results of
operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities".
This Statement clarifies various derivative implementation issues
and is generally effective for new contracts entered into or
modified after September 30, 2003. The Company does not enter into
derivative transactions, and believes the adoption of this
Statement will have no impact on its financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". Under SFAS 150, a mandatorily redeemable financial
instrument is classified as a liability unless the redemption is
required to occur only upon the liquidation or termination of the
entity and is measured at fair market value. Changes in the fair
value or redemption amount are recognized in earnings. SFAS 150 is
effective for financial instruments entered into or modified after
May 31, 2003. For financial instruments issued on or before May 31,
2003, SFAS 150 is effective July 1, 2003. The adoption of SFAS 150
did not have an impact on the Company's financial statements.
Note 2 RELATED PARTY TRANSACTIONS
Note Receivable
During the first quarter of 1999, a note receivable from South
Saginaw LLC, a company owned by Donald J. Williamson, the Company's
majority shareholder, of $5,200,000 was established. The note
requires monthly payments of $43,496, including interest at 8.0%,
through February 2005, at which time the unpaid balance is due. The
note is being paid in accordance with terms and is secured by a
subordinated mortgage and personal guarantee.
Net Advances to Related Parties
From 1999 through the first six months of 2002, the Company paid
certain expenses on behalf of affiliated entities controlled by
Donald J. Williamson. These expenses were predominately for the use
of a common payroll processing service as well as a pro rata share
of general insurance coverage. Additionally, the Company had
advanced $1,036,000 on behalf of Mr. Williamson for construction
costs related to a convenience store and gas station being built
adjacent to BIR's facility in Brainerd, Minnesota. Construction of
the convenience store was completed in the second quarter of 2002.
Effective September 1, 2002, Mr.
A-9
Williamson transferred the facility to the Company, at which time
the advances were offset. Additionally, in June of 2003, the
Company received $711,000 from affiliated entities toward amounts
previously advanced. The total amount outstanding at September 30,
2003 and December 31, 2002 was $396,000 and $1,107,000
respectively, which is to be reimbursed to the Company by the
affiliated entities. These advances to related parties are recorded
as a reduction to shareholders' equity. In accordance with the
Sarbanes-Oxley Act of 2002, the Company discontinued making any
additional advances to or on behalf of affiliated entities
effective June 30, 2002.
Note 3 INVENTORIES
Inventories are summarized as follows: September 30, December 31,
2003 2002
(unaudited) (audited)
----------------- -----------------
Finished products $ 882,339 $ 912,406
Raw materials 415,009 559,604
Other 56,511 50,990
----------------- -----------------
Total $ 1,353,859 $ 1,523,000
================= =================
Note 4 OTHER ASSETS, CURRENT
Other assets, current is summarized as follows:
September 30, December 31,
2003 2002
(unaudited) (audited)
----------------- -----------------
Prepaid sanction fees $ -- $ 250,000
Other 315,438 701,725
----------------- -----------------
Total $ 315,438 $ 951,725
================= =================
A-10
Note 5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification
as follows:
September 30, December 31,
2003 2002
(unaudited) (audited)
-------------- ------------
Land and improvements $ 3,763,622 $ 3,679,121
Track 2,687,758 2,573,229
Buildings 3,350,053 3,343,853
Condominium units 466,000 466,000
Leasehold improvements 319,899 312,569
Bleachers & fencing 1,699,541 1,699,541
Equipment (including equipment under capital lease) 7,378,360 7,000,776
Transportation equipment 2,142,711 2,148,839
Furniture & fixtures 855,539 757,433
Tooling 3,910,896 3,495,292
------------ ------------
Total 26,574,379 25,476,653
Less accumulated depreciation (14,521,129) (13,138,345)
------------ ------------
Net property, plant and equipment $ 12,053,250 $ 12,338,308
============ ============
During the first nine months of 2003, the Company made
non-refundable deposits and extended various agreements to purchase
land in Mount Morris Township, Michigan in connection with a
proposed plan to develop a sports and entertainment complex. The
extended agreements are for additional periods of four to six
months. Since financing for development of the project was not in
place at September 30, 2003, these deposits have been expensed and
included in land development costs.
Note 6 OTHER ASSETS, LONG-TERM
Other assets, long-term is summarized as follows:
September 30, December 31,
2003 2002
(unaudited) (audited)
---------- ---------------
Rental property $ 75,000 $ 75,000
Land held for development 1,137,460 1,137,460
Land contract receivable 81,512 90,351
Other 4,200 4,201
---------- ----------
Total $1,298,172 $1,307,012
========== ==========
A-11
Note 7 LONG TERM DEBT
Long-term obligations consist of the following:
September 30, December 31,
2003 2002
(unaudited) (audited)
------------------ -----------------
Note payable to a bank, monthly installments of interest at 7.5%
through October 2003, and monthly payments of principal and interest
at 2 1/2% above prime through October 2008; secured
by a mortgage on related property $ 500,000 $ --
Term loan, annual installments of $100,675 plus interest at
9%; secured by related assets (paid in full July 2003) -- 100,675
Mortgage payable to a bank, interest at prime plus 2%, with a floor
of 8.0% (effective rate of 8.0% at September 30, 2003 and December
31, 2002) annual principal payments of $50,000 plus interest due
quarterly, through September 2004; secured by
underlying property 50,000 100,000
Capital lease obligations through October 2003;
monthly installments include interest at rates between
8.0% and 8.5%, collateralized by the related machinery
and equipment (Paid in full in May 2003) -- 407,326
Term loans payable to finance companies, monthly installments
include interest approximating 8.0% through November 2007,
collateralized by the related transportation equipment 540,448 585,754
------------------ -----------------
Total 1,090,448 1,193,755
Less current portion (666,538) (662,632)
------------------ -----------------
Long-term $ 423,910 $ 531,123
================== =================
Note 8 ACCRUED EXPENSES
Accrued expenses consist of the following: September 30, December 31,
2003 2002
(unaudited) (audited)
------------------ ------------------
Accrued settlements $ 225,146 $ 312,646
Accrued interest 8,283 7,116
Other 463,108 725,817
------------------ ------------------
Total $ 696,537 $ 1,045,579
================== ==================
A-12
Note 9 INCOME TAXES
The Company provides for deferred income taxes under the asset and
liability method, whereby deferred income taxes result from temporary
differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in
taxable or deductible amounts in the future. Such deferred income tax
asset and liability computations are based on enacted tax laws and
rates applicable to periods in which the differences are expected to
affect taxable income. A valuation allowance is established to reduce
deferred income tax assets to the amount expected to be realized.
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002
(the "Act") was enacted which extends the carryback period for net
operating losses from two years to five years. Based on this new
legislation, the Company carried back net operating losses for which
there was a valuation allowance. In addition, the Company realized
the tax benefit of certain deferred taxes for which there was a
valuation allowance. The tax benefit of the carryback and change in
the valuation allowance was recorded in the first quarter of fiscal
2002 as SFAS No. 109, "Accounting for Income Taxes", requires the
impact of new tax legislation to be recorded in the period in which
the legislation is enacted. In connection with the completion of its
2002 consolidated Federal income tax return, the Company elected to
employ certain tax strategies resulting in the acceleration of
deductions for Federal income tax reporting purposes and increasing
the carryback allowed under the Act. As a result, the valuation
reserve on deferred tax assets was reduced by $638,000 during the
three month period ending September 30, 2003.
Note 10 EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is based upon the weighted average
number of shares outstanding. Diluted earnings per share assumes the
exercise of common stock options when dilutive.
A-13
Note 11 STOCK OPTIONS
The Company has stock-based employee compensation plans, which are
described more fully in Note 14 in the Company's 2002 Annual Report.
The Company accounts for stock-based compensation consistent with
SFAS No. 123, "Accounting for Stock-Based Compensation", and, as
permitted by this standard, will continue to apply the recognition
and measurement principles of Accounting Principles Board Opinion No.
25 to its stock-based compensation awards. Since stock options are
granted at prices equal to fair market value, no compensation expense
is recognized in connection with stock options granted to employees.
The following illustrates the effect on net income (loss) and
earnings (loss) per share if the Company applied the fair value
recognition provisions of SFAS 123:
Nine Months Ending Three Months Ending
September 30 September 30
(unaudited) unaudited)
------------------------ -------------------------
2003 2002 2003 2002
--------- --------- ----------- ---------
Net income (loss) as reported $ 616,892 $(207,792) $ 943,767 $ 24,882
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of tax (9,014) (274,868) -- (20,215)
--------- --------- ----------- ---------
Pro forma net income (loss) $ 607,878 $(482,660) $ 943,767 $ 4,667
========= ========= =========== =========
Basic and diluted earnings (loss) per share:
As reported $ 0.01 $ (0.00) $ 0.02 $ 0.00
Pro forma $ 0.01 $ (0.01) $ 0.02 $ 0.00
The estimated fair value as of the date the options were granted
during the periods presented, using the Black-Scholes option-pricing
model was as follows:
Nine Months Ending Three Months Ending
September 30 September 30
(unaudited) (unaudited)
----------------------------- --------------------------
2003 2002 2003 2002
-------------- ------------ ---------- ------------
Risk free interest rate 4.63% 5.09% 4.63% 5.09%
Expected life 10 years 10 years 10 years 10 years
Expected volatility 103% 102% 103% 102%
Dividend yield 0% 0% 0% 0%
Weighted average grant date fair value $ 3.48 $ 6.04 $ 3.48 $ 6.04
A-14
Note 12 SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that
offer different products and services. The business units have been
divided into two reportable segments: the manufacturing and sale of
bedliners and other truck accessories ("Truck Accessories"), and
operation of a multi-purpose motor sports facility in Brainerd,
Minnesota ("Raceway").
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision-maker, or decision making
group, in deciding how to allocate resources and assessing
performance. The Company's chief operating decision-maker is its
Chief Executive Officer.
The Company evaluates performance based on stand-alone product
segment operating income. Intersegment sales and transfers, interest
income and expenses are not significant.
Financial information segregated by reportable product segment is as
follows:
Nine Months Ending Three Months Ending
September 30 September 30
(unaudited) (unaudited)
------------------------------ ------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Sales:
Truck Accessories $ 14,103,542 $ 12,435,896 $ 4,835,927 $ 4,036,536
Raceway 3,910,875 3,164,433 3,085,409 2,656,613
------------ ------------ ------------ ------------
Total $ 18,014,417 $ 15,600,329 $ 7,921,336 $ 6,693,149
============ ============ ============ ============
(Loss) Income from Operations
Truck Accessories $ 959,836 $ 1,295,660 $ 387,914 $ 296,608
Raceway (1,122,711) (1,235,602) (160,866) (290,364)
------------ ------------ ------------ ------------
Total $ (162,875) $ 60,058 $ 227,048 $ 6,244
============ ============ ============ ============
A-15
10-Q EXHIBIT INDEX
EXHIBIT NO DESCRIPTION
---------- -----------
31.1 Certification of Craig B. Parr pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Gregory T. Strzynski pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Craig B. Parr pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Gregory T. Strzynski pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
A-16