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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File Number: 2-98277C
SPORTS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
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 [ ]
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 May 3, 2004: 48,379,703
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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 2003 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 25, 2004. There have been no
material changes in the accounting policies followed by us during fiscal 2004.
BACKGROUND
We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries.
2
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, Genesse County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site by the Mount Morris Township Planning Board. The Complex
could eventually include a coliseum, domed stadium, hotel, theme restaurant, and
a combined gas station, convenience and souvenir store, along with 130 acres of
parking. To date, we have not been able to obtain the necessary funding for this
project and are currently evaluating our options. If we cannot obtain sufficient
capital to develop the complex we will need to consider an alternative plan.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $5,101,000 at December 31, 2003
to $10,109,000 at March 31, 2004. This increase is primarily related to the
reclassification from long term to current, the majority of the balance owed on
a related party note-receivable and increases in trade accounts receivable and
inventory of $429,000 and $215,000, respectively. Our consolidated current
liabilities increased from $1,960,000 at December 31, 2003 to $2,651,000 at
March 31, 2004. This increase primarily relates to increases in accounts payable
and accrued expenses of $470,000 and $218,000, respectively.
Cash levels remained consistent and were $482,000 at December 31, 2003 as
compared to $491,000 at March 31, 2004.
Accounts receivable - trade increased by approximately $429,000 from $821,000 as
of December 31, 2003 to $1,250,000 at March 31, 2004, due to increased sales
activity associated with the first three months of the fiscal year, as compared
to the fourth quarter.
Note receivable - related party is comprised of a note, which is secured by a
subordinated mortgage and personal guarantee from the majority shareholder. The
note requires monthly principal and interest payments through February 2005, at
which time the unpaid balance is due. The current portion of the note increased
by $4,391,000, from $160,000 at December 31, 2003 to $4,551,000 at March 31,
2004 primarily due to the reclassification of amounts from long-term. The note
is being paid in accordance with terms.
Federal income taxes receivable of $1,570,000 at March 31, 2004 and December 31,
2003 relates to net operating losses eligible for carryback. We recorded a tax
benefit of approximately $1,408,000 in 2003 and for the year ending December 31,
2003. In connection with the completion of our 2002 consolidated Federal income
tax return, we elected to employ certain tax strategies resulting in the
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acceleration of deductions for Federal income tax reporting purposes and
increasing the carry back of net operating losses.
Inventories increased by approximately $215,000 from $1,535,000 at December 31,
2003 to $1,750,000 at March 31, 2004 to support the higher bedliner sales
volumes normally associated with the first and second quarters of the fiscal
year.
Net property, plant and equipment decreased by approximately $288,000 from
$11,673,000 at December 31, 2003 to $11,385,000 at March 31, 2004 due to fixed
asset additions of $144,000 offset by depreciation for the period of $432,000.
Tooling comprised the majority of additions during the period.
LIABILITIES AND EQUITY
Accounts payable increased by approximately $470,000 from $1,136,000 at December
31, 2003 to $1,606,000 at March 31, 2004 due to increased raw material purchases
to support higher levels of production and sales activity associated with the
first quarter as compared to the fourth quarter.
Accrued expenses increased by $218,000 from $567, 000 at December 31, 2003 to
$785,000 at March 31, 2004, primarily due to advanced ticket sales of $336,000
at BIR, offset by the payment of other accrued amounts.
During the first six months of 2002, we paid certain expenses on behalf of
affiliated entities controlled by Donald J. Williamson, our majority
shareholder. These expenses were predominately for the use of a common payroll
processing service as well as a pro rata share of general insurance coverage.
Additionally, we had advanced $1,036,000 on behalf of Mr. Williamson for
construction costs related to a convenience store and gas station built adjacent
to our BIR facility in Brainerd, Minnesota. Construction of the convenience
store was completed in the second quarter of 2002. Effective September 1, 2002,
Mr. Williamson transferred the facility to us, at which time the construction
advances were offset. Additionally, in June of 2003, we received $711,000 from
affiliated entities toward amounts previously advanced. The total amount
outstanding at March 31, 2004 and December 31, 2003 was $396,000, 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 AND CONTRACTUAL COMMITMENTS
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 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.
4
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 lease our Owosso, Michigan facility from an affiliated entity controlled by
Donald J. and Patsy L. Williamson, our majority shareholders. We are also
responsible for all taxes, insurance and maintenance expenses related to the
facility.
Summarized below are our obligations and commitments to make future payments
under debt obligations and lease agreements as of March 31, 2004:
2005 2006 2007 2008 2009 2010
-------- -------- -------- -------- -------- --------
Debt obligations $260,000 $224,000 $239,000 $206,000 $ 68,000 $ --
Lease agreements 610,000 610,000 607,000 605,000 602,000 400,000
-------- -------- -------- -------- -------- --------
Total $870,000 $834,000 $846,000 $811,000 $670,000 $400,000
======== ======== ======== ======== ======== ========
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 $4,670,000 in the three months ended March 31, 2004 compared
to $4,388,000 in the same period of 2003. Revenues attributable to RL were
$4,569,000 and $4,273,000 for the quarters ended March 31, 2004 and 2003,
respectively. BIR's revenues were $101,000 and $115,000 for the quarters ended
March 31, 2004 and 2003, respectively. BIR traditionally has little revenue in
the first quarter, as the racing season does not begin until May each year.
Cost of sales were $3,937,000 and $3,600,000 for the quarters ended March 31,
2004 and 2003 respectively or 84% and 82% as a percentage of revenue. Cost of
sales attributable to RL were $3,492,000 and $3,205,000 for the quarters ended
March 31, 2004 and 2003 respectively or 76% and 75% as a percentage of revenue.
The increase in RL cost of sales is primarily attributed to less favorable
material costs. Gross profit for RL was 24% of sales for the first quarter of
2004 and 25% of sales for the first quarter of 2003. Cost of sales attributable
to BIR were $445,000 and $395,000 for the quarters ended March 31, 2004 and
2003, respectively.
Selling, general and administrative expenses were $1,161,000 and $1,013,000 for
the quarters ended March 31, 2004 and 2003, respectively, or 25% and 23%
respectively, as a percentage of revenues. Selling, general and administrative
expenses attributed to RL were $986,000 and $812,000 for the quarters ended
March 31, 2004 and 2003, respectively. RL's selling, general and administrative
expenses were relatively fixed overall and increased in total primarily due to
certain non-recurring
5
professional fees. Selling, general and administrative expenses for BIR were
$175,000 and $201,000 for the three month periods ended March 31, 2004 and 2003
respectively.
Interest expense was $16,000 and $26,000 for the quarters ended March 31, 2004
and 2003, respectively.
Interest income was $94,000 and $98,000 for the quarters ended March 31, 2004
and 2003, respectively.
Rental income was $53,000 and $51,000 for the quarters ended March 31, 2004 and
2003, respectively.
Land development costs were $113,000 and $134,000 for the quarters ending March
31, 2004 and 2003, respectively and are comprised principally of professional
fees and 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 March
31, 2004 these deposits have been expensed.
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 96% 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.
6
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
TRUCK ACCESSORIES SEGMENT
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
natural gas feedstock prices. We do not have any long-term supply contracts and
do not use any hedging techniques to manage the costs of plastic resin. In the
event raw material prices increase, we may be unable to pass the increased costs
on to our customers which could adversely affect our results of operations. In
addition, we attempt to control our labor costs. In the event that the cost of
labor increases and we are unable to pass such increased labor costs to our
customers, our results of operations could be adversely affected.
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. Additionally, new and alternative
product offerings are increasingly available. While product quality is an
important factor, price and features are also very important to our customers.
We attempt to manufacture high quality full-featured products, which are cost
competitive. We have faced and will continue to face additional competition from
new entrants and alternative products into our markets. We cannot be certain
that we will be able to compete successfully with existing or new competitors or
products.
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 primarily
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
7
utilize our manufacturing capacity. Economic factors adversely affecting truck
sales and production and consumer spending could adversely impact our sales and
operating results.
SPORTS AND ENTERTAINMENT SEGMENT
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the loss of the
national race with the NHRA would adversely affect the results of our
operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and 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.
8
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 January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
FIN 46 provides guidance on how to identify a variable interest entity ("VIE")
and determine when the assets, liabilities, noncontrolling interests, and
results of operations of a VIE are to be included in an entity's Consolidated
Financial Statements. A VIE exists when either the total equity investment at
risk is not sufficient to permit the entity to finance its activities by itself,
or the equity investors lack one of three characteristics associated with owning
a controlling financial interest. Those characteristics include the direct or
indirect ability to make decisions about an entity's activities through voting
rights or similar rights, the obligation to absorb the expected losses of an
entity if they occur, and the right to receive the expected residual returns of
the entity if they occur.
In December 2003, the FASB reissued FIN 46 ("FIN 46 (R)") with certain
modifications and clarifications. Application of this guidance was effective for
interests in certain VIE's commonly referred to as special-purpose
entities("SPEs")as of December 31, 2003. Application for all other types of
entities is required for periods ending after March 15, 2004, unless previously
applied. The provisions of FIN 46 (R) have not had an impact on our financial
position or results of operations.
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 the end of the period covered by 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,
10
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 Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
We filed the following report on Form 8-K during the period covered by
this report:
Form 8-K
Filing Date Description
March 26, 2004 Press release dated March 25, 2004
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: May 14, 2004 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
March 31 December 31,
2004 2003
(unaudited) (audited)
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 491,239 $ 482,128
Accounts receivable:
Trade (net of allowance for doubtful accounts and cash
discounts of $233,000 at March 31, 2004 and $181,000
at December 31, 2003) 1,249,643 820,873
Note receivable - related party (Note 2) 4,551,249 160,538
Federal income taxes receivable (Note 9) 1,570,234 1,570,234
Inventories (Note 3) 1,750,043 1,534,779
Other (Note 4) 496,789 532,033
----------- -----------
Total current assets 10,109,197 5,100,585
PROPERTY, PLANT, AND EQUIPMENT - Net
(Notes 5 and 7) 11,385,096 11,673,250
OTHER ASSETS:
Note receivable - related party (Note 2) -- 4,429,654
Other (Note 6) 1,290,991 1,294,119
----------- -----------
Total other assets 1,290,991 5,723,773
----------- -----------
TOTAL ASSETS $22,785,284 $22,497,608
=========== ===========
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
(unaudited) (audited)
------------ ------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7) $ 260,004 $ 256,578
Accounts payable 1,605,577 1,135,813
Accrued expenses (Note 8) 785,491 567,482
------------ ------------
Total current liabilities 2,651,072 1,959,873
LONG-TERM DEBT (Note 7) 737,326 791,194
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,379,703 and
48,362,953 shares issued and outstanding
at March 31, 2004 and December 31, 2003,
respectively 483,797 483,629
Additional paid-in-capital 5,704,590 5,656,605
Net advances to related parties (Note 2) (396,292) (396,292)
Retained earnings 13,604,791 14,002,599
------------ ------------
Total shareholders' equity 19,396,886 19,746,541
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 22,785,284 $ 22,497,608
============ ============
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
--------------------------
2004 2003
----------- -----------
SALES $ 4,669,591 $ 4,387,914
COST OF SALES 3,936,920 3,600,235
----------- -----------
GROSS PROFIT 732,671 787,679
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,161,149 1,013,059
NET GAIN ON DISPOSAL
OF ASSETS 13,570 28,009
----------- -----------
LOSS FROM OPERATIONS (414,908) (197,371)
OTHER INCOME (EXPENSE):
Interest expense (16,220) (25,879)
Interest income 93,865 97,748
Rental income 52,510 51,256
Land development costs (Note 5) (112,569) (134,270)
Other (486) 660
----------- -----------
Other income (expense), net 17,100 (10,485)
----------- -----------
LOSS BEFORE INCOME TAX BENEFIT
(EXPENSE) (397,808) (207,856)
INCOME TAX BENEFIT (EXPENSE)
(Note 9) -- --
----------- -----------
NET LOSS $ (397,808) $ (207,856)
=========== ===========
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
--------------------------
2004 2003
----------- -----------
BASIC AND DILUTED
LOSS PER SHARE
(Note 10)
Net Loss $ (0.01) $ (0.00)
=========== ===========
WEIGHTED AVERAGE COMMON
SHARES
Basic 48,379,703 48,362,953
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon
exercise of outstanding
stock options -- --
----------- -----------
Diluted 48,379,703 48,362,953
=========== ===========
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
----------------------
2004 2003
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(397,808) $(207,856)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 431,788 501,413
Gain on disposal of property and equipment (13,570) (28,009)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (428,770) (302,040)
Inventories (215,264) 208,554
Other 38,372 102,174
Accounts payable 469,764 (829,269)
Accrued expenses 218,009 124,387
--------- ---------
Net cash provided by (used in) operating activities 102,521 (430,646)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (144,024) (184,889)
Proceeds from disposal of property and equipment 13,960 31,130
Payments received on notes receivable-related party 38,943 79,455
--------- ---------
Net cash used in investing activities (91,121) (74,304)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings -- 500,000
Principal payments on long-term debt (50,442) (25,946)
Principal payments on obligations under capital leases -- (169,711)
Proceeds from issuance of common stock 48,153 3,532
--------- ---------
Net cash (used in) provided by financing activities (2,289) 307,875
--------- ---------
INCREASE (DECREASE) IN CASH 9,111 (197,075)
CASH, BEGINNING OF PERIOD 482,128 692,138
--------- ---------
CASH, END OF PERIOD $ 491,239 $ 495,063
========= =========
Continued
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
-------------------
2004 2003
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $17,048 $22,079
======= =======
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, 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, having sold all of its
assets except for certain land in December 1998. The Company's
subsidiaries operate in two segments, truck accessories and sports and
entertainment.
These financial statements should be read in conjunction with the
audited financial statements and notes to consolidated financial
statements included in the Company's 2003 Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on March 25, 2004. 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 2004.
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.
A-8
NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
FIN 46 provides guidance on how to identify a variable interest entity ("VIE")
and determine when the assets, liabilities, noncontrolling interests, and
results of operations of a VIE are to be included in an entity's Consolidated
Financial Statements. A VIE exists when either the total equity investment at
risk is not sufficient to permit the entity to finance its activities by itself,
or the equity investors lack one of three characteristics associated with owning
a controlling financial interest. Those characteristics include the direct or
indirect ability to make decisions about an entity's activities through voting
rights or similar rights, the obligation to absorb the expected losses of an
entity if they occur, and the right to receive the expected residual returns of
the entity if they occur.
In December 2003, the FASB reissued FIN 46 ("FIN 46 (R)") with certain
modifications and clarifications. Application of this guidance was effective for
interests in certain VIE's commonly referred to as special-purpose
entities("SPEs")as of December 31, 2003. Application for all other types of
entities is required for periods ending after March 15, 2004, unless previously
applied. The provisions of FIN 46 (R) have not had an impact on the Company's
financial position or results of operations.
A-9
Note 2 RELATED PARTY TRANSACTIONS
Note Receivable
During the first quarter of 1999, a note receivable from South Saginaw
LLC, a company owned by Donald J. Williamson, the Company's majority
shareholder, of $5,200,000 was established. The note requires monthly
payments of $43,496, including interest at 8.0%, through February 2005,
at which time the unpaid balance is due. The note is being paid in
accordance with terms and is secured by a subordinated mortgage and
personal guarantee.
Net Advances to Related Parties
From 1999 through the first six months of 2002, the Company paid
certain expenses on behalf of affiliated entities controlled by Donald
J. Williamson. These expenses were predominately for the use of a
common payroll processing service as well as a pro rata share of
general insurance coverage. Additionally, the Company had advanced
$1,036,000 on behalf of Mr. Williamson for construction costs related
to a convenience store and gas station being built adjacent to BIR's
facility in Brainerd, Minnesota. Construction of the convenience store
was completed in the second quarter of 2002. Effective September 1,
2002, Mr. Williamson transferred the facility to the Company, at which
time the advances were offset. Additionally, in June of 2003, the
Company received $711,000 from affiliated entities toward amounts
previously advanced. The total amount outstanding at March 31, 2004 and
December 31, 2003 was $396,000, 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:
March 31, December 31,
2004 2003
(unaudited) (audited)
----------- ----------
Finished products $ 976,030 $1,030,140
Raw materials 707,157 451,280
Other 66,856 53,359
---------- ----------
Total $1,750,043 $1,534,779
========== ==========
A-10
Note 4 OTHER ASSETS, CURRENT
Other assets, current is summarized as follows:
March 31, December 31,
2004 2003
(unaudited) (audited)
----------- -------------
Prepaid sanction fees $250,000 $250,000
Other 246,789 282,033
-------- --------
Total $496,789 $532,033
======== ========
Note 5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification as
follows:
March 31, December 31,
2004 2003
(unaudited) (audited)
------------ ------------
Land and improvements $ 3,757,629 $ 3,760,857
Track 1,560,300 1,560,300
Buildings 3,278,442 3,278,442
Condominium units 466,000 466,000
Leasehold improvements 319,899 319,899
Bleachers & fencing 1,656,266 1,656,266
Equipment 7,452,789 7,451,805
Transportation equipment 2,028,204 2,078,672
Furniture & fixtures 697,947 695,372
Tooling 4,126,264 3,985,798
------------ ------------
Total 25,343,740 25,253,411
Less accumulated depreciation (13,958,644) (13,580,161)
------------ ------------
Net property, plant and equipment $ 11,385,096 $ 11,673,250
============ ============
During the first three months of 2004 and 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 March 31,
2004, these deposits have been expensed and included in land
development costs.
A-11
Note 6 OTHER ASSETS, LONG-TERM
Other assets, long-term is summarized as follows:
March 31, December 31,
2004 2003
(unaudited) (audited)
----------- ------------
Rental property $ 75,000 $ 75,000
Land held for development 1,137,460 1,137,460
Land contract receivable 74,331 77,458
Other 4,200 4,201
---------- ----------
Total $1,290,991 $1,294,119
========== ==========
Note 7 LONG TERM DEBT
Long-term obligations consist of the following:
March 31, December 31,
2004 2003
(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 (effective rate of 6-1/2%.) through
October 2008; secured by a mortgage on related property $ 464,224 $ 485,770
Mortgage payable to a bank, interest at prime plus 2%, with a floor
of 8.0% (effective rate of 8.0% at March 31, 2004 and December 31,
2003) annual principal payments of $50,000 plus interest due
quarterly, through September 2004; secured by
underlying property 50,000 50,000
Term loans payable to finance companies, monthly installments
include interest approximating 8.0% through November 2007,
collateralized by the related transportation equipment 483,106 512,002
----------- -----------
Total 997,330 1,047,772
Less current portion (260,004) (256,578)
----------- -----------
Long-term $ 737,326 $ 791,194
=========== ===========
A-12
Note 8 ACCRUED EXPENSES
Accrued expenses consist of the following:
March 31, December 31,
2004 2003
(unaudited) (audited)
----------- ---------
Accrued settlements $ 25,829 $ 78,329
Accrued interest 2,559 3,387
Advance ticket sales 335,795 --
Other 421,308 485,766
-------- --------
Total $785,491 $567,482
======== ========
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. 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 carry back allowed
under the Act. As a result, the valuation reserve on deferred tax
assets was reduced by $1,098,800 during the year ending December 31,
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 13 in the Company's 2003 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:
Three Months Ending
March 31
(unaudited)
--------------------------
2004 2003
----------- ---------
Net loss as reported $ (397,808) $(207,856)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of tax -- (9,014)
----------- ---------
Pro forma net loss $ (397,808) $(216,870)
=========== =========
Basic and diluted loss
per share:
As reported $ (0.01) $ (0.00)
Pro forma $ (0.01) $ (0.01)
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:
Three Months Ending
March 31
(unaudited)
----------------------
2004 2003
--------- ---------
Risk free interest rate 4.63% 4.63%
Expected life 10 years 10 years
Expected volatility 103% 103%
Dividend yield 0% 0%
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:
Three Months Ending
March 31
(unaudited)
----------------------------
2004 2003
----------- -----------
Sales:
Truck Accessories $ 4,568,872 $ 4,272,820
Raceway 100,719 115,094
----------- -----------
Total $ 4,669,591 $ 4,387,914
=========== ===========
(Loss) Income from Operations
Truck Accessories $ 97,690 $ 257,861
Raceway (512,598) (455,232)
----------- -----------
Total $ (414,908) $ (197,371)
=========== ===========
A-15
EXHIBIT INDEX
Exhibits DESCRIPTION
- -------- -----------
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002