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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (989) 725-8354
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, $0.01 par value Nasdaq SmallCap Market
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
-----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of common stock held by non-affiliates of the
registrant as of June 30, 2004 was $6,753,238.
Number of shares outstanding of the registrant's Common Stock, $0.01 par value
(excluding shares of treasury stock) as of March 2, 2005: 48,399,771. The
aggregate market value of the registrant's voting stock held by non-affiliates
of the registrant based on the closing price on the Nasdaq SmallCap Market on
March 2, 2005: $6,291,175.
Documents and information incorporated by reference: None.
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PART I
FORWARD-LOOKING STATEMENTS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors." Such risk factors include: concentration of stock ownership,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."
All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
ITEM 1. BUSINESS
INTRODUCTION
We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries. Rugged
Liner, Inc. ("RL") (formerly The Colonel's Truck Accessories, Inc.), Brainerd
International Raceway & Resort, Inc., ("BIR") (formerly the Colonel's Brainerd
International Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66") are our three
operating subsidiaries. The Colonel's, Inc. ("The Colonel's") is an inactive
subsidiary, having sold all of its assets except for certain land in December
1998. Our active subsidiaries operate in two segments, truck accessories and
sports and entertainment.
SALE OF MOTOR SPORTS FACILITY. In November 2004, we announced our intent to sell
our multi-purpose motor sports facility located near Brainerd, Minnesota in an
effort to concentrate on our manufacturing operations located in Michigan. The
facility which hosts various spectator events such as drag and road races for
cars and motorcycles includes a one-quarter mile drag strip and three-mile race
course and consists of approximately 530 acres of land. The facility also
includes Raceway 66, a combined convenience store and gas station adjacent to
the property. We expect to continue to operate the facility during 2005 until we
locate a qualified purchaser.
NAME CHANGE. In March 2001, in order to reflect the increasing prominence of the
sports and leisure segment of our business we began doing business under the
assumed name of Sports Resorts
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International, Inc. and changed our ticker symbol on the Nasdaq SmallCap Market
from "COLO" to "SPRI". We changed our name on April 16, 2001.
DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesee County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site. 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. Potential alternatives for the project include sale of the land we
own and a release of the options we hold to purchase the land. If we cannot
obtain sufficient capital to develop the complex we will need to consider an
alternative plan.
RUGGED LINER, INC. ("RL")
GENERAL
RL was formed in 1995 to meet the demand in the new and used vehicle accessories
market for a high quality pickup truck bedliner. RL began to manufacture its
products in May of 1996 and began to market and distribute them during the third
quarter of 1996.
PRODUCTS
Truck bedliners are plastic inserts that are placed into the rear beds of pickup
trucks. Pickup truck owners purchase bedliners to protect the paint and
structural integrity of their truck beds. There are a number of
manufacturers/distributors of bedliners in the marketplace and their products
range in quality from very poor to excellent. Poor bedliners have bad fit and
finish, may require special drilling into the vehicle to support mounting
attachments and are of thinner gauge plastic. Excellent products do not have
these deficiencies. Other differentiating features of better products include
sidewall reinforcements, drainage channels and other features. In our opinion,
RL makes a highly competitive product.
RL manufactures approximately 90 different bedliners that are made to fit a
number of different vehicle models. RL produces both under-the-rail and
over-the-rail products.
MANUFACTURING
RL uses plastic sheet extrusion machines and rotary vacuum formers to produce
bedliners from polyethylene resin. Raw materials are maintained in large vessels
in RL's Owosso, Michigan plant. Keeping these materials inside the plant to
avoid temperature and humidity changes that affect the extrusion process and the
quality of the plastic sheet reduces variations in the quality of RL's extruded
sheets. We believe that our present sources and adequate replacement sources of
polyethylene resin are available to meet our demand. However, polyethylene resin
can be subject to significant price fluctuation. For example, the cost of
polyethylene resin was 31% higher in December 2004 as compared to December of
2003.
We believe that RL is unique among all United States bedliner manufacturers
based on RL's ability to control every element of production, from raw materials
to finished product. We believe this production control makes RL's operation
highly competitive.
Total annual production capacity in the Owosso plant is estimated at over
400,000 units, assuming three shifts of operation. The facility currently runs
two shifts per day, and produced approximately 240,000 units in 2004.
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DISTRIBUTION AND SALES
RL sells bedliners to a wide network of distributors and dealers across North
America. Sales are directed from RL's Owosso, Michigan facility by its sales
manager to district sales people.
MARKET
The market for bedliners is estimated at approximately 50% of the total volume
of new pickup trucks sold in the United States, both foreign and domestic, and
is estimated to be 3 million units per year. The pickup truck market constitutes
a substantial percentage of all vehicles sold. RL's truck accessories target
this market.
COMPETITION
RL believes that there are only two other major manufacturers of drop-in
bedliners in the United States. Durakon Industries, Inc. and Penda Corporation
manufacture and sell the majority of all bedliners in the United States with RL
currently the third largest manufacturer in this market. The drop-in bedliner
industry itself is experiencing increased competition from alternative products
such as sprayed-on polyurethane truck bedliners, which are available in the
aftermarket and on a limited basis on certain original equipment manufacturers
("OEM") offerings. Additionally, certain OEM's have considered and are pursuing
the development of composite pickup truck boxes, which could eventually replace
conventional stamped-steel cargo beds.
EMPLOYEES
RL employs approximately 130 people including approximately 125 employees
through a contractual arrangement with a professional employment organization
("PEO"). By using a PEO, we develop a seamless relationship between the Company,
the PEO and our employees. The PEO assumes responsibility for the administrative
obligations related to human resources, workers compensation, payroll and
benefits administration, labor law compliance and employment taxes. Under this
contractual relationship, we continue to direct the day to day duties of our
employees. The use of a PEO allows us to cost effectively outsource
administrative functions while continuing to manage our own workforce.
RL's management team includes employees with manufacturing and sales experience
in this industry sector. We believe that RL has a strong management team.
PROPERTIES
RL manufactures bedliners at its Owosso, Michigan plant, which is leased from a
company owned by Donald J. Williamson, the majority shareholder of our Company,
and his wife, Patsy Williamson. The plant has 240,000 square feet of space. This
facility, which also houses our headquarters, is located at 951 Aiken Road,
Owosso, Michigan. We believe that this facility is satisfactory for our current
and future needs.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. ("BIR")
GENERAL
BIR and its predecessors have operated the Brainerd International Raceway, which
is located at 5523 Birchdale Road, Brainerd, Minnesota (the "Raceway"), since
June 1973. At the Raceway, BIR organizes and promotes various spectator events
such as road and drag races, including races for sports cars and motorcycles,
and derives a substantial portion of its revenues from ticket sales and
spectator attendance.
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A drag race is generally conducted between two vehicles from a standing start
over a one- quarter mile track, using sophisticated starting and timing systems.
In addition, BIR permits the use of the Raceway by others who organize and
promote racing events and by individuals or commercial organizations that may
use the Raceway for automobile road testing or filming. The raceway operates
from May through October. Typically, racing events, whether or not organized by
BIR, are conducted over a two to four-day period, usually encompassing a
weekend.
SOURCES OF REVENUE
BIR derives its revenues from four principal sources: (1) admissions; (2)
camping fees, concession sales, and track rentals; (3) entry fees; and (4)
sponsorship and signage fees.
Tickets are available, in advance or at the gate at the time of events, through
BIR's ticket office in Brainerd, Minnesota. BIR permits overnight camping during
racing events on the Raceway grounds. Camping revenues were received by BIR for
only eight spectator events in 2004. BIR rents the Raceway to other
organizations to conduct races, hold driving schools or to test or film motor
vehicle operations. The fee charged for such uses varies and is negotiated in
each case. Entry fees are received from race participants usually at the start
of each race event. Sponsors promote their names and products at and in
connection with the racing events. Sponsorship fees are contracted for and often
paid in whole or in part several months prior to the commencement of each racing
season.
EVENTS AND ACTIVITIES
During 2004, BIR organized and promoted several major spectator events,
including three drag races ("Thunder at the Lakes", "The Lucas Oil Products Drag
Racing Series" and the National Hot Rod Association ("NHRA") "Lucas Oil
Nationals"), two special events ("The Show & Go" and "The Muscle Car
Shoot-Out"), a regional road racing event ("The Cellular One Nascar 300"), and
two motorcycle races (the "AMA Chevy Trucks Superbike Classic" and "The ADHRA
Nationals/Big Race").
Thunder at the Lakes was a four day drag racing event primarily for
non-professional drivers held over Memorial Day weekend, May 28 through May 31,
2004. This event was sanctioned by the NHRA.
The Lucas Oil Products Drag Racing Series held on June 3 through June 6, 2004,
was a drag racing event sponsored nationally by Lucas Oil Products. The Lucas
Oil Products Series was sanctioned by the NHRA and was one of a series of five
events in the Central States Division of the NHRA. The Lucas Oil Products Drag
Racing Series was organized and promoted jointly by BIR and the NHRA, and
included both professional and amateur drivers who paid BIR an entry fee. A
similarly sponsored event has been held at the Raceway annually since 1977, with
the exception of 1984, when there was a scheduling conflict. Lucas Oil Products
is sponsoring this series through the 2005 season.
The Lucas Oil Nationals event, held August 12 through August 15, 2004, was
sponsored by Lucas Oil under an agreement with the NHRA. This event features
professional and sportsman drivers, most of whom have national reputations, and
was one of a series of drag races conducted throughout the United States under
the national sponsorship of PowerAde and the sanction of the NHRA. The four-day
event features a series of drag races in the following classes: Top Fuel
Dragster, Top Fuel Funny Car, Pro Stock, Pro Stock Motorcycle, Alcohol Drag,
Alcohol Funny, all Sportsman's categories and Muscle Sled Snowmobile Drags. The
Lucas Oil Nationals were organized jointly by BIR and promoted by the NHRA. The
NHRA sanctions the Raceway for a fixed fee, as determined in the sanction
agreement. Profits are earned primarily through the receipt of promotional fees
and ticket sales. BIR's responsibilities in this event are, among other things,
to provide the Raceway, ticket takers and security personnel, and to assist in
the management and operation of the event. The agreement with the NHRA is for
one year with three
5
three-year extensions (10 years total). In 2002, BIR and the NHRA extended the
original agreement for a second time, through 2005. Under the sanction
agreement, BIR is not permitted to conduct any drag races at the Raceway that
are not sanctioned by the NHRA.
The Show & Go event was held on July 2 through July 4, 2004. This event featured
"street rods," "street machines," antiques and other classic cars that
participated in both a car show and drag races emphasizing a
"back-to-the-fifties" style. The drag racing portion of the event was sanctioned
by the NHRA. The Muscle Car Shoot-Out was held on September 2 through September
5, 2004. As with the Show & Go event, this event is both a car show and a drag
race. The Muscle Car Shoot-Out involves classic and late model year vehicles.
The AMA Chevy Truck Superbike Classic, held on June 25 through June 27, 2004,
was one of a series of nine races conducted throughout the United States
pursuant to the sanction of the American Motorcyclist Association (the "AMA").
The event featured six races of motorcycles operating on the road course. The
races involved motorcycles of 250cc, 600cc, 750cc and the Harley Davidson Twin
Sport and Superbike classes.
The ADHRA Nationals/Big Race was a four day drag racing event for all makes and
classes of motorcycles held on July 29 through August 1, 2004.
In 2004, BIR added the Cellular One Nascar 300, a regional road racing event
held on August 19 through August 22, 2004.
BIR also organized and sponsored five weekend drag racing "bracket" events in
2004, primarily for non-professional drivers from Minnesota and surrounding
states. In bracket racing, each driver attempts to predict his car's
performance; whether he wins or loses a particular race will depend partially on
how much his actual time over a one-quarter mile distance exceeds his predicted
time. While spectators are encouraged to attend these drag racing events and BIR
receives revenues from ticket sales, camping fees and concessions, they are not
highly promoted.
In addition to the spectator events and the bracket races discussed above, there
are racing events conducted on approximately 20 other weekends that are
primarily for nonprofessional drivers and are often organized and sponsored by
local and regional racing clubs, some of which may be members of or affiliated
with national sanctioning organizations. While spectators attend these events,
BIR does not receive any revenues from ticket sales or engage in any significant
promotion of these events.
During 2004, four motorcycle racing events were held, each of which was
sponsored by the Central Roadracing Association; a club located in the
Minneapolis/St. Paul, Minnesota area and associated with the AMA. The Nord Stern
Regional Porsche Club of America also organized four weekend racing
events in 2004 for Porsche cars.
In addition to continuing to schedule events similar to those discussed above,
BIR is also seeking to establish additional advertising and sponsorship, and the
rental of 18 condominium units.
SANCTIONING ORGANIZATIONS
Most racing events conducted at the Raceway, including the principal spectator
events held by BIR during 2004, are sanctioned by an organization which
establishes, publishes and enforces rules relating to a specific class or type
of participating vehicle. These rules generally relate to the specifications
that each class of car or other vehicle must meet to be eligible to race, to
driver conduct and to other racing matters. BIR enters into agreements annually
with the various applicable sanctioning bodies with respect to each race it
organizes and promotes. These agreements provide that the appropriate
sanctioning organization
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will sanction the race and provide personnel to interpret and enforce its rules.
The sanctioning bodies include the National Hot Rod Association ("NHRA")
(governing drag racing) and the American Motorcyclist Association ("AMA")
(governing motorcycles). In 2004, the All Harley Drag Racing Association
("AHDRA") (governing Harley drag motorcycles), and the National Association of
Stock Car Auto Racing ("NASCAR") (governing road course racing) were added as
sanctioning organizations.
COMPETITION
The closest comparable race track which conducts road racing events similar to
those conducted by BIR is located at Elkhart Lake, Wisconsin, which is
approximately 75 miles northwest of Milwaukee, Wisconsin, approximately 475
miles from the Raceway and approximately 350 miles from Minneapolis/St. Paul,
Minnesota. While there are drag race strips in Fargo, North Dakota, and Eau
Claire, Wisconsin, the closest drag race strips that own equipment and conduct
major drag race events comparable with that owned or conducted by BIR are
located in Indianapolis, Indiana and Chicago, Illinois. While other regional
racetracks are not generally considered competitive with BIR, other events in
BIR's market area, such as sporting events, festivals and concerts, may tend to
attract persons who might otherwise attend BIR's racing events. BIR does not
generally consider the schedules of other spectator events when scheduling its
own events.
SEASONAL BUSINESS/WEATHER
Substantially all of BIR's revenues arise from operation of the Raceway during
the period of May through October of each year. BIR's revenues are derived
primarily from ticket sales for racing events, and adverse weather could
materially diminish the revenues that might otherwise be received by BIR. While
sports car, stock car and motorcycle races may be conducted in many different
weather conditions, spectator attendance is significantly reduced when it rains.
A drag racing event cannot be held in rain and adverse weather could require the
rescheduling of such events or the cancellation of the event and the return of
ticket sale proceeds to ticket buyers. A substantial majority of BIR's revenues
arise from drag racing events. In addition to adversely affecting attendance and
concession sales, adverse weather requires rescheduling of events, which results
in increased operating costs for the events. Bad weather was not a significant
factor in 2004.
EMPLOYEES
BIR has 10 full-time employees who are leased through a professional employment
organization. From April through October, BIR employs 10 additional full-time
grounds and track maintenance personnel. In addition, BIR engages various
independent contractors and part time help to handle matters such as public
relations, drag racing events, perimeter and grounds security, ticket sales and
ticket handling, emergency medical service, concessions and camping.
PROPERTIES
BIR owns and operates a three-mile race track, including a one-quarter mile drag
strip, located approximately six miles northwest of Brainerd, Minnesota. The
Raceway was initially constructed and first utilized for competitive racing in
1968. The site of the Raceway consists of approximately 530 acres.
The Raceway is enclosed by an eight-foot chain link fence. The site provides
full service camping facilities and parking for approximately 17,500 vehicles.
The Raceway contains several buildings, including a four-story tower containing
eleven executive viewing suites, a control tower, three enclosed racing
maintenance buildings divided into stalls for participant repairs and various
single story buildings containing concession stands, restrooms and storage and
service facilities located throughout the property.
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The buildings are concrete or wood frame construction. Grandstand bleachers for
approximately 27,000 spectators are primarily located along the dragstrip.
BIR's executive offices and ticket sales are located at 5523 Birchdale Road,
Brainerd, Minnesota.
RACEWAY 66, INC. ("RACEWAY 66")
Raceway 66 is a combined convenience store and gas station adjacent to our BIR
facility.
THE COLONEL'S, INC. ("THE COLONEL'S")
The Colonel's is an inactive subsidiary, holding certain real estate including
100 acres to be used in connection with the proposed sports and entertainment
complex.
PROPERTIES
The Colonel's owns approximately 100 acres on I-75 in Mount Morris Township,
Michigan, along with options to purchase adjacent parcels in Mount Morris
Township, Michigan totaling approximately 72 acres. This property would be used
for the Sports and Entertainment facility if adequate construction funding can
be obtained.
The Colonel's owns various other properties totaling approximately 20 acres on
Clio Road located in Mount Morris Township, Michigan.
ITEM 2. PROPERTIES
We are a holding company with no independent operations. Significant properties
leased or owned through our subsidiaries are as follows:
- 951 Aiken Road, Owosso, Michigan
240,000 square foot manufacturing facility and corporate headquarters
(leased) See Item 13, "Certain Relationships and Related Transactions"
for terms
- 5523 Birchdale Road, Brainerd, Minnesota
Racetrack and supporting facilities on approximately 530 acres (owned)
- I-75, Mount Morris Township, Michigan
100 acres (owned)
- I-75, Mount Morris Township, Michigan
Options to purchase an additional 72 acres adjacent to the property
described above
- Coldwater Road, Mount Morris Township, Michigan
20 acres (owned)
ITEM 3. LEGAL PROCEEDINGS
None
The Company from time to time is involved in litigation and various other legal
matters that arise in the ordinary course of business. We do not believe that
the ultimate resolution of these routine matters will have a material adverse
effect on our financial condition, results of operations or cash flows.
8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On November 15, 2004 the Company held its 2004 Annual Meeting of Shareholders at
its corporate offices in Owosso, Michigan. The purposes of the meeting were to
elect three Directors to the Board of Directors and to ratify the appointment of
Grant Thornton LLP as the Company's independent auditors for the current fiscal
year.
Two candidates nominated by management were elected by the shareholders to serve
as Directors of the Company with terms ending in 2007. The following sets forth
the results of the voting with respect to each candidate (there were no broker
non-votes on this matter):
Shares Voted Shares Voted Authority
Name of Candidate For Against Withheld
----------------- ------------ ------------ ---------
Ted M. Gans 46,715,892 0 218,037
Donald J. Williamson 46,715,892 0 218,037
Ronald J. Rolak remained as Director with a term ending in 2005. Maureen C.
Cronin, Eric Hipple and Craig B. Parr remained as Directors with terms ending in
2006. Thus, the expiration dates of the Directors' current terms of office are
as follows:
Director Year Term Expires
- -------- -----------------
Maureen C. Cronin 2006
Ted M. Gans 2007
Eric Hipple 2006
Criag B. Parr 2006
Ronald J. Rolak 2005
Donald J. Williamson 2007
The following sets forth the results of the voting with respect to the proposal
to confirm the appointment of Grant Thornton LLP as the Company's independent
auditors for the current fiscal year (there were no broker non-votes on this
proposal):
Shares Voted For 46,930,597
----------
Shares Voted Against 3,332
----------
Authority Withheld 0
----------
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our Common Stock has been traded on The Nasdaq SmallCap Market since January 2,
1996. The number of holders of record on March 2, 2005 was 232.
The table below sets forth the high and low sales prices by calendar quarter for
our Common Stock for 2004 and 2003:
2004 2003
------------- -------------
High Low High Low
----- ----- ----- -----
January - March $5.05 $3.80 $8.21 $5.01
April - June $5.91 $3.51 $7.30 $3.90
July - September $4.75 $3.65 $6.10 $3.86
October - December $3.74 $2.57 $6.03 $4.40
During 2004 and 2003 we did not declare or pay any cash dividends on our Common
Stock. We do not anticipate declaring or paying any dividends in the foreseeable
future, rather we intend to apply earnings, if any, to the development of the
business of our subsidiaries
We made no unregistered sales of our securities in 2004.
10
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data shown below for each of the five years in the period
ended December 31, 2004 has been derived from our consolidated financial
statements. The following data should be read in conjunction with the
consolidated financial statements and related notes thereto included in Appendix
A and "Item 7--Management's Discussion and Analysis of Financial Condition and
Results of Operations."
2004 2003 (1) 2002 (2) 2001 (3) 2000 (4)
----------- ----------- ----------- ----------- -----------
Operations:
Operating revenues $20,524,756 $22,741,823 $19,614,297 $16,956,657 $21,839,715
Net (loss) income $(1,730,941) $ 1,189,415 $ (263,144) $(3,979,891) $(1,875,046)
Basic and diluted
(loss) earnings per share $ (0.04) $ 0.02 $ (0.01) $ (0.08) $ (0.04)
Financial Condition:
Current assets $ 8,210,821 $ 5,100,585 $ 4,448,442 $ 4,908,035 $ 7,110,406
Current liabilities $ 1,559,746 $ 1,959,873 $ 4,306,840 $ 3,851,186 $ 3,937,688
Total assets $20,267,205 $22,497,608 $22,683,934 $22,190,241 $27,801,442
Long-term debt $ 573,028 $ 791,194 $ 531,123 $ 608,002 $ 1,878,785
1. Net income for 2003 includes an income tax benefit of $1,408,000. See Note
10 in the accompanying Consolidated Financial Statements included in
Appendix A.
2. Net loss for 2002 includes an income tax benefit of $1,042,000. See Note 10
in the accompanying Consolidated Financial Statements included in Appendix
A. It also includes the cumulative effect of an accounting change of
$1,131,000 for an impairment loss on goodwill. See Cumulative Effect of
Accounting Change for Goodwill in Item 7.
3. Net loss for 2001 includes a write down of impaired assets of $1,859,000.
4. Operating revenues for 2000 and 1999 include revenues from retail store
operations of $5,346,000 and $16,784,000 respectively. RL discontinued
retail store operations in 1999 and 2000 to focus on its core business
activity of bedliner manufacturing in Owosso, Michigan.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors." Such risk factors include: concentration of stock ownership,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."
All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America. As such, we are
required to make certain estimates, judgments and assumptions that we believe
are reasonable based upon information available. These estimates and assumptions
affect the reported amounts of assets and liabilities and the disclosures of
contingent assets and liabilities at the dates of the consolidated financial
statements and the reported amounts of revenue and expenses during the reporting
periods. The significant accounting policies which we believe are the most
critical to aid in fully understanding and evaluating our reported consolidated
financial results include the following:
REVENUE RECOGNITION - For sales of products, we recognize revenue at the time
the product is shipped and title is passed to our customers. We offer customers
a discount for prompt payment. We maintain a provision for discounts and monitor
discounts taken. For BIR, revenue is recognized when earned at the time of the
related event. Advance sales and event related revenues for future events are
deferred until earned.
ACCOUNTING FOR CERTAIN LONG-LIVED ASSETS - Our consolidated balance sheets
include significant amounts of long-lived assets. We evaluate long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. When it is probable that undiscounted future cash flows will not be
sufficient to recover an asset's carrying amount, the asset is written down to
its estimated fair value. Long-lived assets to be disposed of are reported at
the lower of carrying amount or fair value less cost to sell. Assumptions
regarding our future business outlook affect our evaluation. We continue to
review and analyze many factors that can impact our business prospects in the
future. Our analyses are subjective and are based on conditions existing at and
trends leading up to the time the assumptions are made. Actual results could
12
differ materially from these assumptions. Our judgments with regard to our
future business prospects could impact whether or not an impairment is deemed to
have occurred, as well as the timing of the recognition of such an impairment
charge.
BACKGROUND AND SUBSIDIARIES
We have three active subsidiaries: Rugged Liner, Inc. ("RL"), Brainerd
International Raceway & Resort, Inc. ("BIR") and Raceway 66, Inc. ("Raceway
66"). The operations of Raceway 66 are included with BIR as discussed herein.
The Colonel's Inc. ("The Colonel's") is an inactive subsidiary, having sold
substantially all of its assets except for certain land. Information about the
businesses of these subsidiaries is set forth in Item 1.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $5,101,000 at December 31, 2003
to $8,211,000 at December 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 offset by the receipt of Federal income taxes
receivable of $1,570,000. Our consolidated current liabilities decreased from
$1,960,000 at December 31, 2003 to $1,560,000 at December 31, 2004. This
decrease primarily relates to decreases in accounts payable and accrued expenses
of $183,000 and $179,000, respectively.
Cash increased by approximately $191,000 from $482,000 at December 31, 2003 to
$673,000 at December 31, 2004 primarily due to the receipt of Federal income tax
refunds of $1,570,000 and $414,000 received upon the disposal of an unused
warehouse building in the second quarter of 2004, offset by the purchase of 40
acres of vacant land in Mt. Morris Township, Michigan for $752,000 as part of
our proposed sports and entertainment complex, capital expenditures of
$428,000 and principal payments on long-term debt of $256,000.
Accounts receivable-trade remained relatively consistent and were $833,000 and
$821,000 at December 31, 2004 and 2003, respectively.
Note receivable - related party is comprised of a note, which is secured by a
subordinated mortgage and personal guarantee from our 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 $4,269,000, from $161,000 at December 31, 2003 to $4,430,000 at December 31,
2004 primarily due to the reclassification of amounts from long-term. As of
December 31, 2004, the note was being paid in accordance with its terms.
However, subsequent to December 31, 2004, the related party failed to pay the
unpaid balance on the due date in February 2005. The Company has sent a default
letter demanding payment and intends to pursue collection of this obligation
aggressively. The Company believes that its has adequate collateral to secure
the obligation.
Federal income taxes receivable of $1,570,000 at December 31, 2003 relates to
net operating losses available for carryback. During 2003, we completed a cost
segregation study during which we reclassified certain assets originally
classified as real property into other more appropriate asset categories, which
allowed for shorter more accelerated methods of depreciation as allowed by the
Internal Revenue Service. As a result of the cost segregation study, we were
able to accelerate our deductions for depreciation and increase the carryback of
net operating losses during the completion of our 2002 consolidated Federal
income tax return. During the second quarter of 2004 we received a refund of
$1,570,000 from the amendment of certain prior year returns.
13
Inventory increased by $65,000 from $1,535,000 at December 31, 2003 to
$1,600,000 at December 31, 2004 primarily due to higher product costs for RL
caused by higher raw material costs and less favorable production volumes
partially offset by lower inventory levels.
Other assets-current remained consistent and were $675,000 and $532,000 at
December 31, 2004 and 2003, respectively.
Net property, plant and equipment decreased by approximately $1,649,000 from
$11,673,000 at December 31, 2003 to $10,024,000 at December 31, 2004 primarily
due to fixed asset additions of $428,000 offset by depreciation for the period
of $1,751,000 and the disposal of an unused warehouse building with a carrying
value of $230,000. Tooling comprised the majority of additions during the
period.
Other assets - long term increased from $1,294,000 at December 31, 2003 to
$2,032,000 at December 31, 2004 due to the purchase of 40 acres of vacant land
in connection with our proposed complex in Mt. Morris Township, Michigan
LIABILITIES AND EQUITY
Accounts payable decreased by approximately $183,000 from $1,136,000 at December
31, 2003 to $953,000 at December 31, 2004 primarily due to a reduction in raw
material purchases corresponding to lower sales and production volumes by RL.
Accrued expenses decreased by $179,000 from $567,000 at December 31, 2003 to
$388,000 December 31, 2004, primarily due to the payment of accrued amounts
provided for.
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 based on net book value, which was determined using
historic cost data accumulated during the construction of the facility.
Additionally, in June of 2003, we received $711,000 from affiliated entities
toward amounts previously advanced. The total amount outstanding at December 31,
2004 and 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, or any modifications to existing credit
arrangements to or on behalf of affiliated entities effective September 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 also had a term loan, which was secured by property
and required quarterly interest payments at 2% above the prime rate, subject to
a minimum rate of 8%. In August of 2004 the loan was paid in full.
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% and 8.5%. In 1996, we leased
14
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% 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 2.5% above prime (effective rate
of 7.75% at December 31, 2004) 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 December 31, 2004:
2005 2006 2007 2008 2009
-------- -------- -------- -------- --------
Debt obligations $219,000 $235,000 $239,000 $ 99,000 $ --
Lease agreements 610,000 608,000 605,000 604,000 550,000
-------- -------- -------- -------- --------
Total $829,000 $843,000 $844,000 $703,000 $550,000
======== ======== ======== ======== ========
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.
MARKET RISK - SENSITIVE INSTRUMENTS AND POSITIONS
We do not invest in or hold derivative contracts and are not exposed to foreign
currency risk.
15
RESULTS OF OPERATIONS
Year Ending
December 31
------------------
2004 2003 2002
---- ---- ----
Sales 100% 100% 100%
Cost of Sales 88 82 78
Selling, General and
Administrative Expenses 21 19 24
Land Development Costs 2 1 1
Net Gain on Disposal of Assets 1 -- --
(Loss) Income from Operations (10) (2) (2)
Other Income 2 1 2
Income Tax Benefit -- 6 5
Cumulation Effect of Accounting Change -- -- (6)
Net (Loss) Income (8) 5 (1)
Our revenues were $20,525,000, $22,742,000 and $19,614,000 for the years ended
December 31, 2004, 2003 and 2002 respectively. Revenues attributable to RL were
$16,053,000, $18,618,000 and $16,281,000 for the years ended December 31, 2004,
2003 and 2002 respectively. The decrease in RL's sales from 2003 to 2004 is
attributable to a softening in demand for its bedliner products. The $2,337,000
increase in RL's revenues from 2002 to 2003 was primarily attributable to the
addition of new distributors. BIR's revenues were $4,472,000, $4,124,000 and
$3,333,000 for the years ended December 31, 2004, 2003 and 2002 respectively.
The increase in BIR's revenue from 2003 to 2004 is primarily due to additional
signage ad sponsorship revenue received in 2004. The $791,000 increase in BIR's
revenues from 2002 to 2003 is primarily due to the inclusion of Raceway 66's
operations, a combined convenience store and gas station, which we acquired in
September 2002, for a full year in 2003. Revenues for Raceway 66, were $613,000
in fiscal 2003 as compared to $131,000 for fiscal 2002. Additionally, ticket
sale revenues for BIR increased $146,000 from 2002 to 2003.
Cost of sales were $18,007,000, $18,657,000 and $15,201,000 for the years ended
December 31, 2004, 2003, 2002 respectively or 88% for 2004, 82% for 2003 and 78%
for 2002 as a percentage of revenue. Cost of sales attributable to RL were
$13,002,000, $13,828,000 and $10,956,000 for the years ended December 31, 2004,
2003 and 2002 respectively or 81%, 74% and 67% as a percentage of revenue. RL's
cost of sales increased as a percentage of sales from 2003 to 2004 due to less
favorable material costs as well as the reduction in sales described above and
fixed manufacturing and overhead costs. The increase in RL's cost of sales as a
percentage of revenue from 2002 to 2003 is primarily attributed to less
favorable material costs, partially offset by efficiencies experienced with
higher production volumes. Gross profit for RL was 19% of sales in 2004, 26% of
sales in 2003 and 33% of sales for 2002. Cost of sales attributable to BIR were
$5,005,000, $4,829,000 and $4,245,000 for the years ended December 31, 2004,
2003 and 2002 respectively. The increase in BIR's cost of sales from 2003 to
2004 is primarily due to higher costs for fuel sold at our Raceway 66
convenience store operation. The increase in BIR's cost of sales from 2002 to
2003 is primarily attributable to the inclusion of Raceway 66's operations as
described above.
Selling, general and administrative expenses were $4,307,000, $4,288,000 and
$4,672,000 in 2004, 2003 and 2002 respectively, or as a percentage of revenues,
21% for 2004, 19% for 2003 and 24% for 2002. Selling, general and administrative
expenses attributable to RL were $3,499,000, $3,369,000 and $3,849,000 for the
years ended December 31, 2004, 2003 and 2002 respectively. RL's selling, general
and administrative expenses in 2004 were relatively fixed overall and remained
consistent with 2003. RL's selling general and administrative expenses for 2003
decreased in total from 2002 due to activities
16
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 $808,000, $919,000 and
$823,000 for the years ended December 31, 2004, 2003 and 2002 respectively. The
decrease in selling, general and administrative expenses for BIR from 2003 to
2004 is primarily due to a reduction in administrative staff. The increase in
selling, general and administrative expenses for BIR from 2002 to 2003 is
primarily due to the inclusion of the operations of the combined convenience
store and gas station as described above.
Land development costs were $364,000, $294,000 and $261,000 for the years ending
December 31, 2004, 2003 and 2002 respectively. Land development costs 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. Since financing
for development of the project was not in place at December 2004 these amounts
have been expensed.
Net gain on disposal of assets was $108,000 for the year ended December 31, 2004
and relates principally to the sale of an unused warehouse facility. There was
no significant net gain (loss) on disposal of fixed assets in the years ended
December 31, 2003 and 2002.
Interest expense was $65,000, $93,000 and $113,000 for the years ending December
31, 2004, 2003 and 2002, respectively. The decrease in interest expense is due
to the reduction of outstanding debt.
Interest income was $379,000, $387,000 and $409,000 for the years ending
December 31, 2004, 2003 and 2002 respectively. Changes in interest income are
attributable to excess cash available for investment purposes at prevailing
rates and interest earned on notes receivable-related party.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR GOODWILL
In June 2001, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS 142 requires goodwill to be subject to annual
impairment testing instead of amortization. We adopted this standard effective
January 1, 2002. If the carrying value of goodwill or an intangible exceeds it
fair value, an impairment loss is recognized. We engaged an independent
appraisal company who used a discounted cash flow model to determine the fair
value of our businesses for purposes of testing goodwill for impairment as of
the date of adoption of SFAS 142. The discount rate used was based on a
risk-adjusted weighted average cost of capital for each business. The effect of
adopting this new standard resulted in a cumulative effect of an accounting
change of approximately $1,131,000 or $.02 per basic and diluted share for an
impairment loss on goodwill. $1,069,000 of the impairment loss was attributable
to our truck accessories business and $62,000 was associated with our racetrack
operations. In addition, the adoption eliminated annual amortization expense of
approximately $387,000 or $.01 per share. See Note 2 to the consolidated
financial statements included in Appendix A.
RISK FACTORS
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.
17
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 shareholders.
OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.
OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES
There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.
FLUCTUATIONS IN INTEREST RATES COULD INCREASE OUR BORROWING COSTS AND ADVERSELY
AFFECT OUR FINANCIAL RESULTS
In the event we borrow money in the future, we may be exposed to changes in
interest rates. Our credit facilities are usually based on the prime rate of
interest and may not necessarily be the lowest rate of interest. If the interest
rates charged by our lenders increase, there could be an adverse effect on our
financial results.
TRUCK ACCESSORIES SEGMENT
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
natural gas feedstock prices. We do not have any long-term supply contracts and
do not use any hedging techniques to manage the costs of plastic resin. In the
event raw material prices increase, we may be unable to pass the increased costs
on to our customers which could adversely affect our results of operations. In
addition, we attempt to control our labor costs. In the event that the cost of
labor increases and we are unable to pass such increased labor costs to our
customers, our results of operations could be adversely affected.
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.
18
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA
Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We only sell
our truck accessories in the United States and as result we are solely dependent
on the health and vitality of the U. S. economy for our success. There can be no
assurance that production of pickup trucks will not decline in the future or
that we will be able to fully utilize our manufacturing capacity. Economic
factors adversely affecting truck sales and production and consumer spending
could adversely impact our sales and operating results.
SPORTS AND ENTERTAINMENT SEGMENT
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
extends 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.
19
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.
OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS
Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
NEW ACCOUNTING 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 our financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" (SFAS 123(R)). It requires that the costs of employee share-based
payments be measured at fair value on the awards grant date using an
option-pricing model and recognized in the financial statements over the
requisite service period. SFAS 123(R) does not change the accounting for stock
ownership plans, which are subject to American Institute of Certified Public
Accountants SOP 93-6, "Employer's Accounting for Employee Stock Ownership
Plans." SFAS 123(R) supersedes Opinion 25, "Accounting for Stock Issued to
Employees" and its related interpretations, and eliminates the alternative to
use Opinion 25's intrinsic value method of accounting, which we are currently
using. SFAS 123(R) allows for two alternative transition methods. We are
currently determining which transition method we will adopt and are
20
evaluating the impact SFAS 123(R) will have on our financial position, results
of operations, EPS and cash flows when it is adopted.
In November 2004, FASB issued SFAS No. 151, "Inventory Cost," and amendment of
ARB No. 43, Chapter 4, which is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The amendments made by SFAS 151 will
improve financial reporting by clarifying that abnormal amounts of idle facility
expense, freight, handling costs, and wasted materials (spoilage) should be
recognized as current-period charges and by requiring the allocation of fixed
production overheads to inventory based on the normal capacity of the production
facilities. We do not believe that the adoption of SFAS 151 will have a
significant effect on our financial statements.
SEGMENT REPORTING
For a discussion of our business segments, see Note 13 to the consolidated
financial statements included in Appendix A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under the heading "Market Risk Disclosure" in Item 7 above,
which is herein incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and supplementary data required under Item 8 are set
forth in Appendix A to this Report on Form 10-K and are herein incorporated by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. 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, 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
21
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.
In February 2005, management was notified that Grant Thornton LLP had identified
three material weaknesses in its internal controls under the standards
established by the Public Company Accounting Oversight Board. A material
weakness is a control deficiency, or a combination of control deficiencies that
results in a more than remote likelihood that a material misstatement will not
be prevented or detected. Grant Thornton identified the following as material
weaknesses:
- documentation of policies and controls;
- segregation of duties;
- security access within software applications.
The Company is working on a remediation plan to correct the cited material
weaknesses.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
BOARD OF DIRECTORS. As of December 31, 2004 our Board of Directors currently
consists of six members (in alphabetical order): Maureen C. Cronin, Ted M. Gans,
Eric Hipple, Craig B. Parr (resigned February 28, 2005), Ronald J. Rolak, and
Donald J. Williamson.
MAUREEN C. CRONIN (60). Ms. Cronin is a Director of the Company. Ms. Cronin is a
realtor/associate with Corcoran Group Real Estate in Palm Beach, Florida. She
has held this position since January 2005. She is also an Investment Relations
Manager with Steinberg Global Asset Management, Ltd. in Boca Raton, Florida, a
position she has held since April of 2002. Additionally, Ms. Cronin also became
event coordinator for the Robert F. Kennedy Foundation in Washington, D. C. in
2002. Previously, Ms. Cronin was an Investment Specialist with Charles Schwab &
Company in West Palm Beach, Florida from 1995 to 2000. From 1994 to 1995, she
served as Vice President of Ted Williams Family Enterprises in Citrus Hills,
Florida. From 1991 to 1994, she served as a Financial Consultant and Broker with
Salomon Smith Barney/Dean Witter, in Boston, Massachusetts. Ms. Cronin serves as
the Chairperson of the Audit Committee. Ms. Cronin has served as a Director
since September 2000. Her current term as a Director expires in 2006.
TED M. GANS (70). Mr. Gans is a Director of the Company and a Director of Rugged
Liner, Inc. Mr. Gans' principal occupation since 1965 has been as the President
and Director of Ted M. Gans, P.C., a law firm in Bloomfield Hills, Michigan, of
which he is the sole owner. Mr. Gans also serves as a Director of Patsy Lou
Buick-GMC, Inc., a company wholly owned by Patsy L. Williamson, the wife of
Donald J. Williamson. Mr. Gans serves on the Audit Committee, the Executive
Committee, the Compensation Committee and the Nominating Committee of the Board
of Directors. He has served as a Director of the Company since 1995. His current
term as a Director of the Company expires in 2007.
ERIC HIPPLE (47). Mr. Hipple is a Director of the Company. Mr. Hipple is Senior
Account Representative with Rho-Mar Agency, an insurance agency located in
Farmington Hills, Michigan. Mr. Hipple has been an independent consultant to the
Clio Agency, Inc., a company wholly owned by Donald
22
J. Williamson and also to Patsy Lou Buick-GMC, Inc. a company wholly owned by
Patsy L. Williamson, the wife of Donald J. Williamson. Mr. Hipple is a former
quarterback for the Detroit Lions. He finished his career in the National
Football League in 1989. From 1990 to 1997, he was the President and owner of
Hipple & Associates, an insurance agency in Brighton, Michigan. Mr. Hipple has
served as a local radio and television football analyst for the Detroit Lions.
Mr. Hipple serves as a director of a number of charitable organizations in
Michigan. Mr. Hipple serves on the Executive Committee of the Board of
Directors. He has served as a Director of the Company since September 2000. His
current term as a Director of the Company expires in 2006.
CRAIG B. PARR (62). Mr. Parr was named Chief Executive Officer elected to the
Board of Directors and appointed Chairman of the Board of the Company in March
2003. He is also President of the Company's Rugged Liner, Inc. subsidiary. Mr.
Parr has been involved in the automobile industry for nearly four decades. He
was Executive VP of Operations of Durakon Industries, a Lapeer, Michigan
manufacturer of truck bedliners from 1996 to 2001. Additionally, Mr. Parr was
employed by General Motors for twenty-eight years where he managed various
vehicle assembly and component operations. His current term as a Director of the
Company expires in 2006.
RONALD J. ROLAK (57). Mr. Rolak is a Director of the Company. Mr. Rolak was the
Development Director for the Powers Catholic High School Educational Trust Fund,
in Flint, Michigan from 1986 to June 2003. From 1973 to 1986, Mr. Rolak was a
high school instructor and a varsity football coach at Powers Catholic High
School. Mr. Rolak also serves as a director of a number of charitable
organizations in Genesee County, Michigan. Mr. Rolak serves on the Audit
Committee, the Compensation Committee and the Nominating Committee of the Board
of Directors. He has served as a Director of the Company since 1999. His current
term as a Director of the Company expires in 2005.
DONALD J. WILLIAMSON (71). Mr. Williamson was elected Mayor of the City of
Flint, Michigan for a four-year term in November of 2003. Mr. Williamson is the
founder and a Director and the President of the Company. He is also a director
and officer of each of the Company's subsidiaries. Mr. Williamson was Chairman
of the Board and Chief Executive Officer of the Company until March 2003. Mr.
Williamson serves on the Executive Committee of the Board of Directors. He has
served as a Director of the Company since 1995. His current term as a Director
of the Company expires in 2007.
EXECUTIVE OFFICERS. As mentioned above, Mr. Parr is the Chairman of the Board
and Chief Executive Officer of the Company. An additional executive officer is:
GREGORY T. STRZYNSKI (46). Mr. Strzynski is the Chief Financial Officer of the
Company. He joined the Company in August 1999. Mr. Strzynski was the Corporate
Controller of Kitty Hawk International, Inc., formerly known as American
International Airways, Inc., from 1993 to 1999. From 1990 to 1993, he served as
Corporate Controller for United Solar Systems Corp., a joint venture research
and development company between Energy Conversion Devices, Inc. and Canon, Inc.
of Japan. From 1988 to 1989 he was Corporate Controller for Armada Products
Company, an automotive supplier.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Company's Directors,
officers and persons who own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and Nasdaq. Directors, officers and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, no Director, officer or beneficial owner
of more than 10% of the Company's outstanding Common Stock failed to file on a
timely basis any report required by Section 16(a) of the Exchange Act with
respect to the year ended December 31, 2004.
23
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that Maureen C. Cronin is an audit
committee financial expert as defined by Item 404(h) of Regulation S-K of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and is
independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the
Exchange Act.
AUDIT COMMITTEE
The Company has a separately-designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the
Audit Committee are Maureen C. Cronin, Ted M. Gans and Ronald J. Rolak.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of three independent
directors and operates under a written charter adopted by the Board. The
Committee is appointed by the Board and is directly responsible for the
appointment, compensation and oversight of the Company's independent auditors.
It also monitors, among other things, the Company's financial reporting process
and the independence and performance of the Company's independent auditors. It
is the responsibility of management of the Company to prepare financial
statements in accordance with accounting principles generally accepted in the
United States of America and of the Company's independent auditors to audit
those financial statements.
Throughout the year, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America and the
Committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The Committee discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees).
The Committee has been advised by the Company that the total fees and expenses
billed for fiscal 2004 by Grant Thornton LLP, the Company's principal accounting
firm were $306,000. Of that amount, an aggregate of $215,000 was for audit
services and the review of financial statements included in the Company's
Quarterly Reports on Form 10Q and $91,000 was for tax services. Grant Thornton
LLP was not engaged by the Company in fiscal 2004 to perform any information
technology services relating to financial information systems design and
implementation.
In addition, the Committee has discussed with the independent auditors, the
auditor's independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Further, the
Committee has considered whether the provision of non-audit services by the
independent auditors is compatible with maintaining the auditor's independence.
Further, the Committee meets with the independent auditors, with and without
management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2004,
for filing with the Securities and Exchange Commission.
24
Each member of the Audit Committee is independent as defined under the listing
standards of the Nasdaq National Market.
Respectfully Submitted,
Maureen C. Cronin
Ted M. Gans
Ronald J. Rolak
FEES BILLED BY GRANT THORNTON LLP
The following table presents fees for professional audit services rendered by
Grant Thornton LLP for the audit of the Company's annual financial statements
for the years ended December 31, 2004 and 2003 and fees rendered by Grant
Thornton LLP during those periods:
2004 2003
-------- --------
Audit Fees $215,000 $145,000
Tax Fees 91,000 102,000
-------- --------
Total $306,000 $247,000
======== ========
The Audit Committee has concluded that providing non-audit fee services listed
above is compatible with maintaining the independence of Grant Thornton LLP.
CODE OF ETHICS FOR FINANCIAL MANAGERS
We have adopted a Code of Ethics that applies to our directors, officers and
employees, including our principal executive officer and principal financial and
accounting officer or person performing similar functions (collectively, the
"Selected Officers"). The Code of Ethics for Financial Managers is included as
Exhibit 10.14 in the Index to Exhibits on page 35. We intend to post the Code of
Ethics for Financial Managers and any changes in or waivers from its code
applicable to any Selected Officer on our website at
"www.sportsresortsinternational.com".
ITEM 11. EXECUTIVE COMPENSATION.
Compensation Summary. The following Summary Compensation Table shows certain
information concerning the compensation earned during each of the three fiscal
years in the period ended December 31, 2004, of the Chief Executive Officer of
the Company and each executive officer of the Company whose cash compensation in
2004 exceeded $100,000.
25
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------
OTHER
ANNUAL SECURITIES
NAME AND COMPENSATION UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS
- ------------------ ---- -------- ----- ------------ ------------
Craig B. Parr (1) 2004 $127,404 $0 $0 0
Chairman of the Board, 2003 100,161 0 0 0
Chief Executive Officer and
Director
Donald J. Williamson (1) 2004 $167,970 $0 $0 0
President and Director 2003 164,800 0 0 0
2002 164,338 0 0 0
William H. Singleterry (3) 2004 $166,860 $0 $0 0
President and Director of BIR/ 2003 171,353 0 0 0
Vice President of Development 2002 175,739 0 0 0
Gregory T. Strzynski 2004 $141,179 $0 $0 0
Chief Financial Officer 2003 128,030 0 0 0
2002 126,010 0 0 0
- ----------
(1) Mr. Williamson was Chairman of the Board and Chief Executive Officer of the
Company until March 2003 at which time Craig B. Parr assumed these
positions and Mr. Williamson became President. Accordingly, compensation
for Mr. Parr for 2003 represents approximately ten months. Compensation for
Mr. Williamson represents a full year.
(2) The aggregate value of all perquisites and personal benefits did not exceed
the lesser of either $50,000 or 10% of the total annual salary and bonus
reported for any named executive officer.
(3) Mr. Singleterry left BIR in November of 2004. Accordingly, compensation for
Mr. Singleterry represents approximately eleven months in 2004.
STOCK OPTIONS
There were no options granted to or exercised by executive officers or Director
in 2004.
26
FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Securities Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End Fiscal Year-End (1)
--------------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- ------------- ----------- -------------
Donald J. Williamson 20,000 0 $0 $0
Gregory T. Strzynski 20,000 0 0 0
- ----------
(1) Based on the market value of the Company's Common Stock as of December 31,
2004 ($2.88 per share), minus the exercise price, multiplied by the number
of options.
COMPENSATION OF DIRECTORS
Directors receive an annual fee of $4,500 plus $1,000 for each Board meeting
attended. Additionally, Directors are reimbursed for expenses incurred in
attending meetings of the Board of Directors and committees thereof.
PENSION PLAN
The Company does not provide a retirement plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gans and Rolak are members of the Compensation Committee of the Board of
Directors. No other Directors or executive officers of the Company took part in
deliberations concerning the compensation of executive officers of the Company
during fiscal 2004. None of Messrs. Gans or Rolak has any employment
relationship with the Company nor any of its subsidiaries. However, Mr. Gans is
a Director of the Company and practices law with Ted M. Gans, P.C. During the
past year, as well as the current year, the Company and its subsidiaries
retained Ted M. Gans, P.C. for certain legal services. Fees paid for 2004 were
approximately $4,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors currently consists of
Messrs. Gans and Rolak.
The basic compensation philosophy of the Company is to provide competitive
salaries. The Company's executive compensation policies are designed to achieve
two primary objectives:
- Attract and retain well-qualified executives who will lead the Company
and achieve and inspire superior performance;
- Provide incentives for the achievement of long-term financial goals.
Executive compensation consists primarily of two components: base salary and
benefits; and amounts paid (if any) under the Company's LTIP. Each component of
compensation is designed to accomplish one or both of the compensation
objectives.
27
The participation of specific executive officers and other key employees in the
Company's LTIP is recommended by the Board's Compensation Committee and all
recommendations (including the level of participation) are reviewed, modified
(to the extent appropriate) and approved by the Board.
BASE SALARY
To attract and retain well-qualified executives, it is the Compensation
Committee's policy to establish base salaries at levels and provide benefit
packages that are considered to be competitive. Base salaries of executive
officers are determined by the Board of Directors on an individual basis. In
determining the base salary for an executive officer, the Compensation Committee
will recommend to the full Board for approval a base salary for the officer
determined by the Compensation Committee taking into consideration factors
including: (1) the individual's performance, (2) the individual's contributions
to the Company's success, (3) the level and scope of the individual's
responsibilities, (4) the individual's tenure with the Company and in his or her
position and (5) pay practices for similar positions by comparable companies.
LONG-TERM INCENTIVE PLAN
The LTIP is used primarily to grant stock options. However, the LTIP also
permits grants of restricted stock, stock awards, stock appreciation rights and
tax benefit rights if determined to be desirable to advance the purposes of the
LTIP. These grants and awards are referred to as "Incentive Awards." By
combining in a single plan many types of incentives commonly used in long-term
incentive compensation programs, the LTIP provides significant flexibility to
the Compensation Committee to tailor specific long-term incentives that would
best promote the objectives of the LTIP and in turn promote the interests of the
Company's shareholders.
Directors, executive officers and other key employees of the Company and its
subsidiaries are eligible to receive Incentive Awards under the LTIP. A maximum
of 2,000,000 shares of Common Stock (subject to certain antidilution
adjustments) are available for Incentive Awards under the LTIP. Of the 2,000,000
shares authorized for Incentive Awards under the LTIP, only one-half can be
awarded as restricted stock.
The LTIP is administered by the Compensation Committee, which is comprised of
non-employee Directors, none of whom participates or is eligible to participate
in any long-term incentive plan of the Company or its subsidiaries, except for
nondiscretionary stock option grants based upon a specified formula, and if the
Board so determines, each of whom must be an "outside director" as defined in
the rules issued pursuant to Section 162(m) of the Internal Revenue Code. The
Compensation Committee makes determinations, subject to the terms of the LTIP,
as to the persons to receive Incentive Awards, the amount of Incentive Awards to
be granted to each person, the terms of each grant and all other determinations
necessary or advisable for administration of the LTIP.
The LTIP was approved by the shareholders of Brainerd International, Inc., the
Company's predecessor, on November 21, 1995. There were no options granted to or
exercised by executive officers or Directors in 2004.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code provides that publicly held
corporations may not deduct compensation paid to certain executive officers in
excess of $1 million annually, with certain exemptions. The Company has examined
its executive compensation policies in light of Section 162(m) and the
regulations adopted by the Internal Revenue Service to implement that section.
It is not expected that any portion of the Company's deduction for employee
remuneration will be disallowed in 2004 or in future years by reason of actions
expected to be taken in 2005.
28
Respectfully submitted,
Ted M. Gans
Ronald Rolak
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock to the Nasdaq Domestic Index and an index of peer
companies that produce automobile replacement parts or own and operate motor
sports entertainment facilities, assuming an investment of $100.00 at the
beginning of the period indicated.
The Nasdaq Domestic Index is a broad equity market index consisting of certain
domestic companies traded on the Nasdaq Stock Market. The index of peer
companies was constructed by the Company and includes the companies listed in
the footnote to the graph below. In constructing the peer index, the return of
each peer group company was weighted according to its respective stock market
capitalization at the beginning of each period indicated. Cumulative total
stockholder return is measured by dividing: (1) the sum of (a) the cumulative
amount of dividends for the measurement period, assuming dividend reinvestment,
and (b) the difference between the share price at the end and the beginning of
the measurement period; by (2) the share price at the beginning of the
measurement period.
29
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
DECEMBER 2004
(PERFORMANCE GRAPH)
(1) The index of peer companies consists of American Axle and Manufacturing
Holdings, Inc; Dana Corp.; Dura Automotive Systems, Inc.; Eaton
Corporation; Johnson Controls, Inc.; and International Speedway Corporation
The dollar values for total stockholder return plotted in the graph above are
shown in the table below:
NASDAQ Peer
Date The Company Domestic Index Index
- ----------------- ----------- -------------- -------
December 31, 1999 $100.00 $100.00 $100.00
December 31, 2000 104.24 60.82 82.11
December 31, 2001 209.10 48.18 105.60
December 31, 2002 159.22 33.13 106.37
December 31, 2003 140.21 49.95 153.70
December 31, 2004 78.11 54.53 176.96
30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the number of shares of
Common Stock held by each shareholder who is known to the Company's management
to be the beneficial owner of more than 5% of the outstanding shares as of March
2, 2005:
Name and Address Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class(1)
- --------------------- ---------- ---------- ----------
Patsy L. Williamson* 176,900 shares Sole voting and investment power .4 %
951 Aiken Road
Owosso, MI 48867
* Wife of Donald J. Williamson, Chairman of the Board and Chief Executive
Officer until March 2003.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of shares of Common Stock,
held as of March 2, 2005 by each director, each of the named executive officers
and by all directors and executive officers of the Company as a group:
Name Amount of Nature of
Of Beneficial Beneficial Beneficial Percent of
Owner of Common Stock Ownership Ownership Class (1)
--------------------- ---------- ---------- ----------
Maureen C. Cronin (3) 20,670 shares Sole voting and investment power *
Ted M. Gans (3) 50,477 shares Sole voting and investment power *
Eric Hipple (3) 28,947 shares Sole voting and investment power *
Ronald J. Rolak (3) 33,357 shares Sole voting and investment power *
6,300 shares Shared voting or investment power *
Gregory T. Strzynski(3) 20,000 shares Sole voting and investment power *
Donald J. Williamson(2)(3) 46,456,060 shares Sole voting and investment power 95.6%
Directors and Officers as a group 46,609,511 shares Sole voting and investment power 96.0%
(2)(3) 6,300 shares Shared voting or investment power *
- ----------
* Does not exceed 1%.
31
(1) Percentages: The percentages set forth in this column were calculated on
the basis of 48,399,771 shares of Common Stock outstanding as of March 2,
2005, plus shares of Common Stock subject to options held by the listed
persons that were exercisable on March 2, 2005 or that will become
exercisable within 60 days after March 2, 2005. Shares subject to such
options are considered to be outstanding for purposes of this chart. The
number of shares subject to such options for each listed person is set
forth below:
Weighted Average
Director/Officer Options Exercise Price
- ---------------- ------- ----------------
Maureen C. Cronin 17,327 $6.01
Ted M. Gans 50,477 4.13
Eric Hipple 28,947 4.80
Ronald J. Rolak 33,357 4.55
Gregory T. Strzynski 20,000 4.82
Donald J. Williamson 20,000 4.82
------- -----
All directors and executive officers as a group 170,108 $4.68
======= =====
(2) Total Stock Ownership: Excludes the 176,900 shares of Common Stock owned by
Patsy Williamson, the wife of Donald J. Williamson. See "Security Ownership
of Certain Beneficial Owners" above.
(3) Includes shares covered by exercisable options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company and its subsidiaries are parties to certain transactions with
related parties, which are summarized below. Many of the transactions described
below involve Donald and Patsy Williamson, husband and wife. Mr. Williamson is
the President and a Director of the Company. He was the Chairman of the Board
and Chief Executive Officer of the Company until March 2003. Together, Mr. and
Mrs. Williamson own approximately 96% of the outstanding shares of the Company's
Common Stock. The Company believes that all of its related party transactions
are on commercially reasonable terms. In accordance with the Sarbanes-Oxley Act
of 2002, the Company discontinued making advances, or any modifications to
existing credit arrangements to or on behalf of affiliated entities effective
June 30, 2002.
In February 1999, the Company loaned $5,200,000 to South Saginaw, L.L.C., a
limited liability company owned by Mr. Williamson. To evidence this loan, Mr.
Williamson signed a subordinated mortgage providing for interest at the annual
rate of 8% and calling for monthly payments of principal and interest of $43,496
beginning April 1, 1999. Mr. Williamson used the proceeds of this loan to
purchase real property in Davison, Michigan. As of December 31, 2004, the note
was being paid in accordance with its terms. However,
32
subsequent to December 31, 2004, the related party failed to pay the unpaid
balance on the due date in February 2005. The Company has sent a default letter
demanding payment and intends to pursue collection of this obligation
aggressively. The Company believes that is has adequate collateral to secure the
obligation.
Lease of Owosso, Michigan Facility. RL leases its Owosso, Michigan facility from
620 Platt Road, L.L.C. Donald and Patsy Lou Williamson are the sole members of
620 Platt Road L.L.C. The lease agreement requires monthly payments of $50,000
through December 2009. RL pays all taxes, insurance and maintenance expenses
related to the facility. Rent expense on this lease was $600,000 for both years
ending December 31, 2004 and 2003.
Lease of Flint, Michigan Ticket Office. BIR leased its executive and ticket
offices from Donald J. Williamson through October 2002, at which time the lease
was terminated. BIR paid all taxes, insurance and maintenance expenses related
to the facility. Rent expense on this lease was $40,500 for the year ending
December 31, 2002.
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 based on net book value, which was determined using
historic cost data accumulated during the construction of the facility.
Additionally, in June of 2003, we received $711,000 from affiliated entities
toward amounts previously advanced. The total amount outstanding at December 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, or any modifications to existing
credit arrangements to or on behalf of affiliated entities effective September
30, 2002.
Patsy Lou Buick-GMC, Inc. Mrs. Williamson owns an automobile dealership. The
Company engages in certain transactions with this dealership, including the
purchase of automobiles, parts, and automotive services. During 2004, purchases
of automobiles, parts and services by the Company from the dealership was
approximately $10,000. RL sold approximately $67,000 worth of bedliners and
truck accessories to the dealership in 2004.
Transactions with Directors. Ted M. Gans is a Director of the Company and
practices law with Ted M. Gans, P.C. During the past year and the current year,
the Company retained Ted M. Gans, P.C. for certain legal services and it is
anticipated that the Company will continue to do so. Fees paid for 2004 were
approximately $4,000.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The total fees and expenses billed for fiscal 2004 by Grant Thornton LLP, the
Company's principal accounting firm were $306,000. Of that amount, an aggregate
of $215,000 was for audit services and the review of financial statements
included in the Company's Quarterly Reports on Form 10Q and $91,000 was for tax
services. Grant Thornton LLP was not engaged by the Company in fiscal 2004 to
perform any information technology services relating to financial information
systems design and implementation.
33
PART F/S
Attached as Appendix A.
The following consolidated financial statements of Sports Resorts International,
Inc. and subsidiaries are filed as a part of this report:
* Report of Registered Public Accounting Firm
* Consolidated Balance Sheets as of December 31, 2004 and 2003
* Consolidated Statements of Operations for the years ended December 31,
2004, 2003 and 2002
* Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2004, 2003 and 2002
* Consolidated Statements of Cash Flows for the years ended December 31,
2004, 2003 and 2002
* Notes to Consolidated Financial Statements for the years ended
December 31, 2004, 2003 and 2002
* Schedule II - Valuation and Qualifying Accounts
Financial statement schedules other than Schedule II have not been filed because
such schedules are either not applicable or full disclosure has been made in the
financial statements and notes thereto.
34
ITEM 13 AND INDEX TO EXHIBITS.
The following exhibits are filed as part of this report.
Exhibit
Number Description
- ------- -----------
2.1 Amended and Restated Asset Purchase Agreement by and between Colonel's
Acquisition Corp. (later renamed AutoLign Manufacturing Group, Inc.),
The Colonel's International, Inc., The Colonel's, Inc. and Donald J.
Williamson dated November 23, 1998. Incorporated by reference to
Appendix A to the Company's Definitive Proxy Statement filed with the
Securities and Exchange Commission on December 7, 1998.
2.2 First Amendment to Amended and Restated Asset Purchase Agreement by
and between AutoLign Manufacturing Group, Inc. (formerly known as
Colonel's Acquisition Corp.), The Colonel's International, The
Colonel's, Inc. and Donald J. Williamson dated December 17, 1998.
Incorporated by reference to Exhibit 2(b) to the Company's Report on
Form 8-K filed with the Securities and Exchange Commission on December
30, 1998.
2.3 Agreement and Plan of Merger by and among The Colonel's International,
Inc., The Colonel's Rugged Liner, Inc., Rugged Liner, Inc., Triad
Management Group, Inc., Aerocover, Inc., Ground Force, Inc., and
certain shareholders of the foregoing, dated March 13, 1998.
Incorporated by reference to Exhibit 2(a) to the Registrant's Current
Report on Form 8-K dated May 8, 1998.
2.4 First Amendment to Agreement and Plan of Merger, by and among The
Colonel's International, Inc., The Colonel's Rugged Liner, Inc.,
Rugged Liner, Inc., Triad Management Group, Inc., Aerocover, Inc.,
Ground Force, Inc., and certain shareholders of the foregoing, dated
April 23, 1998. Incorporated by reference to Exhibit 2(b) to the
Registrant's Current Report on Form 8-K dated May 8, 1998.
3.1 Articles of Incorporation of the Company, as amended. Incorporated by
reference from the Company's report on Form 10-K for the year ended
December 31, 2002.
3.2 Bylaws of the Company, as amended. Incorporated by reference from
Exhibit 3.2 to the Company's Report on Form 10-Q for the period ended
March 31, 1997.
10.1 Sports Resorts International, Inc. 1995 Long-Term Incentive Plan, as
amended to date. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2001.
10.2 June 22, 1992 Title Rights Sponsorship Agreement between Champion Auto
Stores, Inc. and National Hot Rod Association, Inc. Incorporated by
reference from Brainerd International, Inc.'s Registration Statement
on Form S-1 (Registration No. 33-055876).
35
10.3 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's Report on
Form 10-K for the year ended December 31, 2000.
10.4 Amendment to sanction agreement between Brainerd International Raceway
and National Hot Rod Association dated October 27, 1999. Incorporated
by reference from the Company's Report on Form 10-K for the year ended
December 31, 2002
10.5 Extension of sanction agreement between Brainerd International Raceway
and National Hot Rod Association dated April 19, 2002. Incorporated by
reference from the Company's Report on Form 10-K for the year ended
December 31, 2002.
10.6 Lease agreement between 620 Platt Road LLC and The Colonels Truck
Accessories, Inc. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2001.
10.7 Lease schedule and agreement between The Colonel's Inc. and Comerica
Leasing Corporation dated December 27, 1995. Incorporated by reference
from the Company's Report on Form 10-K for the year ended December 31,
1997.
10.8 Lease schedule and agreement between The Colonel's Inc. and Comerica
Leasing Corporation dated May 31, 1996. Incorporated by reference from
the Company's Report on Form 10-K for the year ended December 31,
1997.
10.9 Lease schedule and agreement between The Colonel's, Inc. and Comerica
Leasing Corporation dated November 15, 1996. Incorporated by reference
from the Company's Report on Form 10-K for the year ended December 31,
1997.
10.10 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp. dated
November 8, 2002. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2002.
10.11 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp. dated
November 11, 2002. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2002.
10.12 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated February 14, 2003.
Incorporated by reference from the Company's report on From 10-Q for
the quarter ended March 31, 2003.
10.13 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated October 31, 2003.
Incorporated by reference from the Company's report on Form 10-K for
the year ended December 31, 2003
10.14 Code of Ethics for Financial Managers. (Incorporated by reference from
the Company's report on Form 10-K for the year ended December 31,
2003).
21 Subsidiaries of the Registrant. (Filed herewith).
23 Consent of Grant Thornton LLP. (Filed herewith).
36
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. (Filed herewith).
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. (Filed herewith).
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. (Filed herewith).
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. (Filed herewith).
* Commission file number for reports filed pursuant to the Securities
Exchange Act of 1934 is 2-98277 (c).
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SPORTS RESORTS INTERNATIONAL, INC.
Dated: March 29, 2005 By: /s/ Eric Hipple
------------------------------------
Eric Hipple
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
Dated: March 29, 2005 By: /s/ Gregory T. Strzynski
------------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Principal Accounting and Financial
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Eric Hipple Chairman of the Board, Chief March 29, 2005
- ------------------------------ Executive Officer and Director
Eric Hipple
/s/ Maureen C. Cronin Director March 29, 2005
- ------------------------------
Maureen C. Cronin
/s/ Ted M. Gans Director March 29, 2005
- ------------------------------
Ted M. Gans
/s/ Ronald J. Rolak Director March 29, 2005
- ------------------------------
Ronald J. Rolak
/s/ Donald J. Williamson Director March 29, 2005
- ------------------------------
Donald J. Williamson
38
APPENDIX A
FINANCIAL STATEMENTS
SPORTS RESORTS INTERNATIONAL, INC.
Consolidated Financial Statements as of December 31, 2004 and 2003 and for the
three years in the period ended December 31, 2004 and Independent Auditors'
Report
A-1
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of
Sports Resorts International, Inc.
We have audited the accompanying consolidated balance sheets of Sports Resorts
International, Inc. (a Michigan corporation) and Subsidiaries (the "Company") as
of December 31, 2004 and 2003, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2004. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sports Resorts
International, Inc. and Subsidiaries as of December 31, 2004 and 2003 and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II is presented for the purpose
of additional analysis and is not required as part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
As discussed in Note 2 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" on January 1, 2002.
/s/ Grant Thornton LLP
Southfield, Michigan
March 25, 2005
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
2004 2003
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 673,314 $ 482,128
Accounts receivable:
Trade (net of allowance for doubtful
accounts and cash discounts of $184,000
and $181,000 at December 31, 2004
and 2003, respectively) 833,099 820,873
Note receivable - related party (Notes 3 and 15) 4,429,654 160,538
Federal income taxes receivable (Note 10) -- 1,570,234
Inventories (Note 4) 1,599,738 1,534,779
Other (Note 5) 675,016 532,033
----------- -----------
Total current assets 8,210,821 5,100,585
PROPERTY, PLANT AND EQUIPMENT - Net
(Note 6) 10,024,340 11,673,250
OTHER ASSETS:
Note receivable - related party (Note 3) -- 4,429,654
Other (Note 7) 2,032,044 1,294,119
----------- -----------
Total other assets 2,032,044 5,723,773
----------- -----------
TOTAL ASSETS $20,267,205 $22,497,608
=========== ===========
See notes to consolidated financial statements.
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
2004 2003
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 8) $ 219,058 $ 256,578
Accounts payable 952,792 1,135,813
Accrued expenses (Note 9) 387,896 567,482
----------- -----------
Total current liabilities 1,559,746 1,959,873
LONG-TERM DEBT (Note 8) 573,028 791,194
Commitments and Contingencies (Note 11)
SHAREHOLDERS' EQUITY:
Common stock; 70,000,000 shares authorized
at $.01 par value, 48,399,771 and
48,362,953 shares issued and
outstanding at December 31, 2004 and
2003, respectively 483,997 483,629
Additional paid-in capital 5,775,068 5,656,605
Net advances to related parties (Note 3) (396,292) (396,292)
Retained earnings 12,271,658 14,002,599
----------- -----------
Total shareholders' equity 18,134,431 19,746,541
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $20,267,205 $22,497,608
=========== ===========
See notes to consolidated financial statements.
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------- ----------- -----------
SALES (Note 3) $20,524,756 $22,741,823 $19,614,297
COST OF SALES (Note 3) 18,007,485 18,656,514 15,200,768
----------- ----------- -----------
GROSS PROFIT 2,517,271 4,085,309 4,413,529
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 4,306,569 4,288,243 4,672,035
LAND DEVELOPMENT COSTS (Note 7) 364,225 293,795 260,500
NET GAIN (LOSS) ON DISPOSAL OF ASSETS 108,199 (18,587) 40,550
----------- ----------- -----------
LOSS FROM OPERATIONS (2,045,324) (515,316) (478,456)
OTHER INCOME (EXPENSE):
Interest expense (65,100) (93,152) (113,239)
Interest income (Note 3) 378,643 386,556 408,847
Other 840 2,870 9,020
----------- ----------- -----------
Other income, net 314,383 296,274 304,628
----------- ----------- -----------
LOSS FROM OPERATIONS BEFORE
INCOME TAX BENEFIT AND
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (1,730,941) (219,042) (173,828)
INCOME TAX BENEFIT (Note 10) -- 1,408,457 1,041,595
----------- ----------- -----------
(LOSS) INCOME BEFORE ACCOUNTING CHANGE (1,730,941) 1,189,415 867,767
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
FOR GOODWILL (NOTE 2) -- -- (1,130,911)
----------- ----------- -----------
NET (LOSS) INCOME $(1,730,941) $ 1,189,415 $ (263,144)
=========== =========== ===========
(continued)
See notes to consolidated financial statements.
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------- ----------- -----------
BASIC AND DILUTED
(LOSS) EARNINGS PER SHARE (Note 2)
(Loss) income before accounting change $ (0.04) $ 0.02 $ 0.01
Cumulative effect of accounting change -- -- (0.02)
----------- ----------- -----------
Net (Loss) Income per share $ (0.04) $ 0.02 $ (0.01)
=========== =========== ===========
WEIGHTED AVERGE COMMON SHARES
Basic 48,389,313 48,362,953 48,362,953
Effect of dilutive securities:
Common share equivalents, common shares
issuable upon exercise of outstanding stock options -- 84,912 77,400
----------- ----------- -----------
Diluted 48,389,313 48,447,865 48,440,353
=========== =========== ===========
(concluded)
See notes to consolidated financial statements
A-6
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
NET
COMMON STOCK ADDITIONAL ADVANCES TO
--------------------- PAID-IN RELATED RETAINED
SHARES AMOUNT CAPITAL PARTIES EARNINGS TOTAL
---------- -------- ---------- ----------- ----------- -----------
BALANCE, JANUARY 1, 2002 48,362,953 $483,629 $5,656,605 $(1,495,909) $13,076,328 $17,720,653
Net repayment from related parties
(Note 3) -- -- -- 388,462 -- 388,462
Net loss -- -- -- -- (263,144) (263,144)
---------- -------- ---------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2002 48,362,953 483,629 5,656,605 (1,107,447) 12,813,184 17,845,971
Net repayment from related parties
(Note 3) -- -- -- 711,155 -- 711,155
Net income -- -- -- -- 1,189,415 1,189,415
---------- -------- ---------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2003 48,362,953 483,629 5,656,605 (396,292) 14,002,599 19,746,541
Issuance of Shares
Stock options exercised 36,818 368 118,463 -- -- 118,831
Net Loss -- -- -- -- (1,730,941) (1,730,941)
---------- -------- ---------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2004 48,399,771 $483,997 $5,775,068 $ (396,292) $12,271,658 $18,134,431
========== ======== ========== =========== =========== ===========
See notes to consolidated financial statements.
A-7
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(1,730,941) $ 1,189,415 $ (263,144)
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization 1,751,411 1,963,052 2,062,400
Cumulative effect of change in accounting
principle (Note 2) -- -- 1,130,911
(Gain) loss on disposal of property, plant and equipment (108,199) 18,587 (40,550)
Changes in assets and liabilities that provided
(used) cash
Accounts receivable (12,226) 108,197 (54,138)
Inventories (64,959) (11,779) (372,827)
Accounts payable (183,021) (1,462,816) 1,329,317
Accrued expenses (179,586) (478,097) (265,512)
Income taxes receivable/payable 1,570,234 (1,409,476) 752,863
Other (880,908) 432,585 (54,435)
----------- ----------- -----------
Net cash provided by operating activities 161,805 349,668 4,224,885
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (427,958) (1,439,314) (4,630,116)
Proceeds from disposal of property and equipment 433,656 122,733 68,376
Payments received on notes receivable - related party 160,538 191,731 93,378
----------- ----------- -----------
Net cash provided by (used in) investing activities 166,236 (1,124,850) (4,468,362)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term obligations -- 535,621 595,237
Principal payments on long-term debt (255,686) (274,278) (159,618)
Principal payments on obligations under capital leases -- (407,326) (1,120,649)
Net repayment from related parties -- 711,155 388,462
Proceeds from issuance of common stock 118,831 -- --
----------- ----------- -----------
Net cash (used in) provided by financing activities (136,855) 565,172 (296,568)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 191,186 (210,010) (540,045)
CASH, BEGINNING OF YEAR 482,128 692,138 1,232,183
----------- ----------- -----------
CASH, END OF YEAR $ 673,314 $ 482,128 $ 692,138
=========== =========== ===========
(continued)
A-8
SPORTS RESORTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
------- ------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest $67,165 $96,881 $168,491
======= ======= ========
Cash paid during the year for taxes $ -- $ 1,019 $ --
======= ======= ========
(concluded)
See notes to consolidated financial statements.
A-9
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
1. ORGANIZATION
Sports Resorts International, Inc. (formerly The Colonel's International,
Inc. or the "Company") is a holding company for three active wholly owned
subsidiaries, Rugged Liner, Inc. ("RL") (formerly The Colonel's Truck
Accessories, Inc.), Brainerd International Raceway & Resort, Inc. ("BIR")
(formerly The Colonel's Brainerd International Raceway, Inc.) and Raceway
66, Inc. ("Raceway 66"). The Colonel's, Inc. ("The Colonel's") is an
inactive subsidiary, holding certain land. RL began operations on January
1, 1996 and was subsequently incorporated in Michigan in 1997. RL produces
truck bedliners for sale to original equipment manufacturers ("OEM") and
the automotive aftermarket. BIR was incorporated in Minnesota in 1982 and
operates a multi-purpose motor sports facility in Brainerd, Minnesota. BIR
organizes and promotes various spectator events relating to road and drag
races. Raceway 66 is a combined convenience store and gas station adjacent
to BIR's facility. Ownership of Raceway 66 was transferred to the Company
by Donald J. Williamson, its majority shareholder and affiliated entities
in September of 2002.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the accounts
of the Company and its subsidiaries, RL, BIR, Raceway 66 and The Colonel's.
All significant intercompany accounts and transactions have been
eliminated.
INVENTORIES are stated at the lower of cost or market, cost determined by
the first-in, first-out (FIFO) method.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.
ACCOUNTS RECEIVABLE - The majority of the Company's accounts receivable are
due from companies in the automotive parts distribution industry. Credit is
extended based on evaluation of a customer's financial condition and,
generally, collateral is not required. Accounts receivable are due within
30 days and are stated at amounts due from customers net of an allowance
for doubtful accounts and cash discounts for prompt payment. Accounts
outstanding longer than the contractual payment terms are considered past
due. The Company determines its allowance by considering a number of
factors, including the length of time trade accounts receivable are past
due, the Company's previous history of losses and discounts taken, the
customer's current ability to pay its obligation to the Company, and the
condition of the general economy and the industry as a whole. The Company
writes-off accounts receivable when they become uncollectible, and payments
subsequently received on such receivables are credited to the allowance for
doubtful accounts.
A-10
PROPERTY, PLANT AND EQUIPMENT is stated at cost or net realizable value.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets as follows:
Vehicles 3-7 Years
Furniture and fixtures 3-10
Bleachers and fencing 5
Tooling 5-7
Equipment 5-10
Track 20
Leasehold improvements 10-25
Buildings and condominiums 15
Leasehold improvements are amortized over the shorter of the life of the
lease or their estimated useful life.
Expenditures for major renewals and betterments that extend the useful life
of the related asset are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred. When properties are retired or
sold, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss on disposition is recognized.
REVENUE RECOGNITION - For sales of products, revenue is recognized at the
time the product is shipped to customers. For BIR, revenue is recognized
when earned at the time of the related event.
GOODWILL is no longer amortized in accordance with Statement of Financial
Accounting Standards No. 142 "Goodwill and Other Intangible Assets,"
effective January 1, 2002. Goodwill was being amortized using the
straight-line method over 7 years. The carrying value of goodwill is
assessed annually for recoverability using an undiscounted cash flow
approach based on cash flows which benefit directly from the goodwill. 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
as of the date of adoption of SFAS 142. 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.
ACCOUNTING FOR CERTAIN LONG-LIVED ASSETS - The Company evaluates long-lived
assets and certain identifiable intangibles for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. When it is probable that undiscounted future cash
flows will not be sufficient to recover an asset's carrying amount, the
asset is written down to its estimated fair value. Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value less
cost to sell.
A-11
INCOME TAXES - The Company provides for deferred income taxes under the
asset and liability method, whereby deferred income taxes result from
temporary differences between the tax bases of assets and liabilities and
their reported amounts in the financial statements that will result in
taxable or deductible amounts in the future. Such deferred income tax asset
and liability computations are based on enacted tax laws and rates
applicable to periods in which the differences are expected to affect
taxable income. A valuation allowance is established to reduce deferred
income tax assets to the amount expected to be realized.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of accounts
receivable, accounts payable and long-term debt approximate fair value.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the operating period.
Actual results could differ from those estimates.
(LOSS) EARNINGS PER SHARE - Basic (loss) earnings per share is based upon
the weighted average number of shares outstanding during each year. Diluted
earnings per share assumes the exercise of common stock options when
dilutive.
STOCK BASED COMPENSATION - The Company applies 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 (loss) income and (loss) earnings per share
if the Company applied the fair value recognition provisions of SFAS No.
123, "Accounting for Stock Based Compensation."
2004 2003 2002
----------- ---------- ---------
Net (loss) income as reported $(1,730,941) $1,189,415 $(263,144)
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of tax -- (9,014) (288,389)
----------- ---------- ---------
Pro forma (loss) net income $(1,730,941) $1,180,401 $(551,533)
=========== ========== =========
Basic and diluted (loss) earnings per share:
As reported $ (0.04) $ 0.02 $ (0.01)
Pro forma $ (0.04) $ 0.02 $ (0.01)
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
A-12
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 ("FIN46 (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.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" (SFAS 123(R)). It requires that the costs of employee share-based
payments be measured at fair value on the awards grant date using an
option-pricing model and recognized in the financial statements over the
requisite service period. SFAS 123(R) does not change the accounting for
stock ownership plans, which are subject to American Institute of Certified
Public Accountants SOP 93-6, "Employer's Accounting for Employee Stock
Ownership Plans." SFAS 123(R) supersedes Opinion 25, "Accounting for Stock
Issued to Employees" and its related interpretations, and eliminates the
alternative to use Opinion 25's intrinsic value method of accounting, which
the Company is currently using. SFAS 123(R) allows for two alternative
transition methods. The Company is currently determining which transition
method it will adopt and is evaluating the impact SFAS 123(R) will have on
its financial position, results of operations, EPS and cash flows when it
is adopted.
In November 2004, FASB issued SFAS No. 151, "Inventory Cost," and amendment
of ARB No. 43, Chapter 4, which is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The amendments made by
SFAS 151 will improve financial reporting by clarifying that abnormal
amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and by
requiring the allocation of fixed production overheads to inventory based
on the normal capacity of the production facilities. The Company does not
believe that the adoption of SFAS 151 will have a significant effect its
financial statements.
RECLASSIFICATIONS - Certain amounts from prior periods have been
reclassified to conform to the current presentation.
3. RELATED PARTY TRANSACTIONS
NOTE RECEIVABLE - During the first quarter of 1999, a note receivable from
South Saginaw LLC, a company owned by Donald J. Williamson, the Company's
Chief Executive Officer and majority shareholder, of $5,200,000 was
established. The note requires monthly payments of $43,496, including
interest at 8.0%, through February 2005, at which time the unpaid balance
is due. The note is secured by a subordinated mortgage and personal
guarantee. As of December 31, 2004 the note was being paid in accordance
with its terms. However, subsequent to December 31, 2004 the unpaid note
balance was not paid and the note is in default. See Subsequent Events Note
15.
A-13
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 based on net book value which was determined using historic cost
data accumulated during the construction of the facility. Additionally, in
June of 2003, the Company received $711,000 from affiliated entities toward
amounts previously advanced. The total amount outstanding at December 31,
2004 and 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, or
any modifications to existing credit arrangements to or on behalf of
affiliated entities effective September 30, 2002.
The primary parties related to the Company are as follows:
- The majority shareholder, Donald J. Williamson, and his wife, Patsy
Lou Williamson, with whom various transactions are made. BIR leased
approximately 5,000 square feet of space from Donald J. Williamson for
its executive and ticket sales office through October 2002.
- 620 Platt Road LLC ("Platt"), a company owned by Donald J. and Patsy
Lou Williamson, to which rental payments are made for the Owosso
facility.
- South Saginaw LLC ("Saginaw"), a company owned by Donald J. and Patsy
Lou Williamson, to which a loan was made in 1999.
- Patsy Lou Buick-GMC, Inc. a company owned by Patsy Lou Williamson,
from which automobiles, parts and service are purchased and sold.
A-14
A summary of transactions with these related parties as of and for the
years ended December 31 is as follows:
2004 2003 2002
-------- -------- --------
Majority shareholder:
Net repayment by various related parties $ -- $711,155 $388,462
Rental payments -- -- 40,500
Platt:
Rental payments 600,000 600,000 600,000
Saginaw:
Collection on note receivable 160,538 191,731 125,047
Interest income on note receivable 361,414 373,718 353,409
Patsy Lou Buick - GMC, Inc.:
Purchases of automobiles, parts and services 10,209 60,519 152,794
Sales of inventory 67,051 63,948 18,808
4. INVENTORIES
Inventories at December 31 are summarized as follows:
2004 2003
---------- ----------
Finished products $ 803,651 $1,030,140
Raw materials 764,340 451,280
Other 31,747 53,359
---------- ----------
Total inventories $1,599,738 $1,534,779
========== ==========
5. OTHER ASSETS, CURRENT
Other assets, current at December 31 is summarized as follows:
2004 2003
-------- --------
Prepaids:
Sanction fees $250,000 $250,000
Insurance 88,641 71,733
Rent 52,474 52,474
Property taxes 139,589 133,636
Deposits 66,577 11,296
Other 77,735 12,894
-------- --------
Total $675,016 $532,033
======== ========
A-15
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31 is summarized as follows:
2004 2003
------------ ------------
Land and improvements $ 3,757,629 $ 3,760,857
Track 1,560,300 1,560,300
Buildings 2,928,442 3,278,442
Condominium units 466,000 466,000
Leasehold improvements 319,899 319,899
Bleachers and fencing 1,656,266 1,656,266
Equipment 7,488,466 7,451,805
Transportation equipment 2,022,204 2,078,672
Furniture and fixtures 684,758 695,372
Tooling 4,257,384 3,985,798
------------ ------------
Total 25,141,348 25,253,411
Less accumulated depreciation and amortization (15,117,008) (13,580,161)
------------ ------------
Property, plant and equipment, net $ 10,024,340 $ 11,673,250
============ ============
7. OTHER ASSETS, LONG-TERM
Other assets, long-term at December 31 is summarized as follows:
2004 2003
---------- ----------
Rental property $ 75,000 $ 75,000
Land held for development 1,889,349 1,137,460
Land contract receivable 63,495 77,458
Other 4,200 4,201
---------- ----------
Total $2,032,044 $1,294,119
========== ==========
The Company made non-refundable deposits during the years ending December
31, 2004, 2003 and 2002 and entered into various agreements to purchase
land in Mount Morris Township, Michigan in connection with a proposed plan
to develop a sports and entertainment complex. Since financing for
development of the project is not in place, these deposits have been
expensed.
In the third quarter of 2004 the Company purchased approximately 40 acres
of land in Mount Morris Township for $752,000. Land which is part of the
Company's proposed sports and entertainment complex is included in land
held for development.
A-16
8. LONG-TERM DEBT
Long-term obligations at December 31 consist of the following:
2004 2003
--------- ----------
Note payable to a bank, monthly installments of interest at 7.5%
through October 2003, and monthly payments of principal and
interest at 2.5% above prime (effective rate of 7.75% and 6.5% at
December 31, 2004 and 2003, respectively) through October 2008;
secured by a mortgage on related property $ 398,463 $ 485,770
Mortgage payable to a bank, paid in full in August 2004 -- 50,000
Term loans, payable to finance companies, monthly installments
include interest approximating 8% through November 2007,
collateralized by the related transportation equipment 393,623 512,002
--------- ----------
Total 792,086 1,047,772
Less current portion (219,058) (256,578)
--------- ----------
Long-term $ 573,028 $ 791,194
========= ==========
The scheduled future repayments of long-term obligations at December 31,
2004 are as follows:
2005 $219,058
2006 234,978
2007 238,737
2008 99,313
--------
Total $792,086
========
9. ACCRUED EXPENSES
Accrued expenses at December 31 consist of the following:
2004 2003
-------- --------
Accrued settlements $ -- $ 78,329
Accrued interest 1,326 3,387
Royalties -- 151,053
Professional fees 162,706 180,000
Advance ticket sales/deferred revenue 12,821 --
Payroll and taxes 81,843 87,225
Other 129,200 67,488
-------- --------
Total $387,896 $567,482
======== ========
A-17
10. INCOME TAXES
For the years ended December 31, the Company's benefit provision for income
taxes consists of the following:
2004 2003 2002
---------- ---------- ----------
Current:
Federal $ -- $1,408,457 $1,041,595
State -- -- --
---------- ---------- ----------
Total current -- 1,408,457 1,041,595
Deferred
Federal -- -- --
State -- -- --
---------- ---------- ----------
Total deferred -- -- --
Income tax benefit $ -- $1,408,457 $1,041,595
========== ========== ==========
The temporary differences which give rise to deferred tax assets and
liabilities at December 31 are as follows:
2004 2003
----------- -----------
Deferred tax assets:
Goodwill $ 850,591 $ 955,363
Net operating loss carryforwards 954,797 118,747
Allowance for doubtful accounts 62,560 61,492
Inventory obsolescence 8,500 18,139
Accrued settlements -- 26,632
Other 486,885 377,170
----------- -----------
2,363,333 1,557,543
Valuation allowance (1,648,515) (1,091,254)
----------- -----------
Total deferred tax assets 714,818 466,289
----------- -----------
Deferred tax liabilities:
Fixed asset basis differential (714,818) (466,289)
----------- -----------
Deferred tax assets (net) $ -- $ --
=========== ===========
A-18
The consolidated income tax provision differs from the amount computed on
pretax income using the U.S. statutory income tax rate for the years ended
December 31, for the following reasons:
2004 2003 2002
---------- ---------- ----------
Expected benefit at the statutory rate $ 588,520 $ 74,474 $ 59,102
Permanent differences & other items 2,739 2,766 (5,825)
Change in valuation allowance (557,260) 1,098,800 710,334
Adjustment to prior years provision (33,999) 232,417 285,446
Other -- -- (7,462)
--------- ---------- ----------
Income tax benefit $ -- $1,408,457 $1,041,595
========= ========== ==========
Effective tax rate --% 643% 600%
========= ========== ==========
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 2003 the Company performed a
cost segregation study. A cost segregation study reclassifies assets
originally classified as real property into other more appropriate asset
categories which allow for shorter, more accelerated methods of
depreciation as allowed by the Internal Revenue Service. Accordingly, the
Company was able to accelerate its depreciation deduction for Federal
income tax reporting purposes and increase the carry back allowed under the
Act in connection with the completion of its 2002 consolidated Federal
income tax return. As a result, the valuation reserve on deferred tax
assets was reduced by $1,098,800 during year ending December 31, 2003. In
connection with the passage of this legislation and the performance of the
cost segregation study, the Company amended certain of its prior year
returns. The effect of these amendments was to increase refunds receivable
by approximately $171,000 for the year ended December 31, 2002, which is
included in the adjustment to prior years provision. The remaining balance
of adjustment to prior years provision for all years presented
predominantly results from the carry back of losses to prior periods which
previously had taxable income subject to graduated tax rates. The ultimate
tax rates applied to these periods was lower than the initial rates
applied. The Company received a refund of $1,570,234 in the second quarter
of 2004 from its amended returns.
At December 31, 2004, the Company has net operating loss carryforwards for
federal income tax purposes of $2,808,226, the last of which expire in 2024
if not utilized.
11. COMMITMENTS AND CONTINGENCIES
The Company leases its principal operating facility from a related party
(Note 3). The operating lease requires the Company to pay the taxes,
insurance and maintenance expense related to the
A-19
leased property. Minimum future lease payments under noncancelable leases
at December 31, 2004 are summarized as follows:
OPERATING
LEASES
----------
Years ending December 31:
2005 $ 609,887
2006 607,517
2007 605,147
2008 603,860
2009 550,000
----------
Total $2,976,411
==========
Rent expense, including month to month rentals, was approximately $605,000,
$601,000 and $641,000 for the years ended December 31, 2004, 2003 and 2002,
respectively.
12. STOCK OPTIONS
The fair value of the options granted included in the pro forma calculation
in Note 2 is estimated on the date of the grant using the Black-Scholes
option-pricing model with the following weighted average assumptions used
for the years ended December 31,
2002
---------
Risk free interest rate 5.03%
Expected life 10 years
Expected volatility 101%
Dividend yield 0%
Weighted average grant date fair value $ 4.88
The Company's 1995 Long-Term Incentive Plan allows the issuance of up to
2,000,000 shares of Common Stock options to key employees, executive
officers and outside directors, and also permits the grant or award of
restricted stock, stock appreciation rights or stock awards. Option
exercise prices are 100% of fair market value on the date of grant and
options generally expire 10 years from the date of grant. The vesting
period for the options is 6 months from the date of grant.
A-20
Information with respect to options granted and cancelled for the years
ended December 31, is as follows:
WEIGHTED
AVERAGE
PRICE
SHARES PER SHARE
------- ---------
Options Outstanding at January 1, 2002 289,260 $4.34
Options granted 23,052 $5.34
-------
Options Outstanding at December 31, 2002 and 2003 312,312 $4.42
Options exercised (36,818) $3.23
Options cancelled (45,059) $4.88
-------
Options Outstanding at December 31, 2004 230,435 $4.50
=======
Options Exercisable at December 31, 2004 230,435 $4.50
=======
Summary information about the Company's stock options outstanding at
December 31, 2004 is as follows:
Weighted
Options Average Remaining Weighted Weighted
Range of Outstanding at Contractual Life Average Options Average
Exercise Prices 12/31/04 (Years) Exercise Price Exercisable Exercise Price
- --------------- -------------- ----------------- -------------- ----------- --------------
$2.00-$3.49 114,320 4.44 $3.03 114,320 $3.03
$3.50-$4.99 27,820 5.92 $3.89 27,820 $3.89
$5.00-$6.98 88,295 6.83 $6.59 88,295 $6.59
- ----------- ------- ---- ----- ------- -----
$2.00-$6.98 230,435 5.53 $4.50 230,435 $4.50
=========== ======= ==== ===== ======= =====
13. SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that offer
different products and services. The business units have been divided into
two reportable segments; the manufacture and sale of bedliners and other
truck accessories ("Truck Accessories"), and operation of a multi-purpose
motor sports facility in Brainerd, Minnesota ("Raceway").
The accounting policies of the segments are the same as those described in
Note 2. The Company evaluates performance based on stand-alone segment
operating income. Intersegment sales and transfers, interest income and
expense are not significant. Financial information segregated by reportable
segments is as follows:
A-21
2004 2003 2002
----------- ----------- -----------
SALES:
Truck Accessories $16,053,021 $18,618,115 $16,281,095
Raceway 4,471,735 4,123,708 3,333,202
----------- ----------- -----------
Total $20,524,756 $22,741,823 $19,614,297
=========== =========== ===========
(LOSS) INCOME FROM OPERATIONS:
Truck Accessories $ (710,949) $ 1,135,912 $ 1,256,434
Raceway (1,334,375) (1,651,228) (1,734,890)
----------- ----------- -----------
Total $(2,045,324) $ (515,316) $ (478,456)
=========== =========== ===========
IDENTIFIABLE ASSETS:
Truck Accessories $12,747,963 $14,264,153 $13,781,238
Raceway 7,519,242 8,233,455 8,902,696
----------- ----------- -----------
Total $20,267,205 $22,497,608 $22,683,934
=========== =========== ===========
CAPITAL EXPENDITURES:
Truck Accessories $ 410,232 $ 1,111,627 $ 1,166,064
Raceway 17,726 327,687 3,464,052
----------- ----------- -----------
Total $ 427,958 $ 1,439,314 $ 4,630,116
=========== =========== ===========
DEPRECIATION AND AMORTIZATION:
Truck Accessories $ 992,743 $ 1,221,019 $ 1,335,066
Raceway 758,668 742,033 727,334
----------- ----------- -----------
Total $ 1,751,411 $ 1,963,052 $ 2,062,400
=========== =========== ===========
All of the Company's identifiable assets are located within the United
States. Net sales are attributed to the geographic areas based on the
location of the customer. The geographic distribution of the Company's
sales is set forth below:
2004 2003 2002
----------- ----------- -----------
United States $19,158,052 $21,643,661 $18,270,843
Foreign 1,366,704 1,098,162 1,343,454
----------- ----------- -----------
Consolidated $20,524,756 $22,741,823 $19,614,297
=========== =========== ===========
Sales to one customer represented 8% of the Company's sales in 2003 and 11% in
2002. No other customer comprised 10 percent or more of the Company's sales in
the three years ended December 31, 2004.
A-22
14. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a condensed summary of the Company's unaudited quarterly
results of operations for fiscal 2004 and 2003:
2004 Fiscal Quarters
----------------------------------------------------------------
First Second Third Fourth Total
---------- ---------- ---------- ----------- -----------
Sales $4,722,101 $5,719,714 $7,078,487 $ 3,004,454 $20,524,756
Cost of Sales $3,936,920 $4,838,395 $6,185,515 $ 3,046,655 $18,007,485
Net (loss) income $ (397,808) $ (48,816) $ (199,769) $(1,084,548) $(1,730,941)
Basic and diluted
(loss) earnings per
share $ (0.01) $ (0.00) $ (0.00) $ (0.03) $ (0.04)
2003 Fiscal Quarters
---------------------------------------------------------------
First Second Third Fourth Total
---------- ---------- ---------- ---------- -----------
Sales $4,439,167 $5,771,851 $8,018,169 $4,512,636 $22,741,823
Cost of Sales $3,600,235 $4,783,946 $6,610,950 $3,661,383 $18,656,514
Net (loss) income $ (207,856) $ (119,019) $ 943,767 $ 572,523 $ 1,189,415
Basic and diluted
(loss) earnings per
share $ (0.00) $ (0.00) $ 0.02 $ 0.00 $ 0.02
15. SUBSEQUENT EVENTS
In February 2005, a note receivable from the Company's majority shareholder went
into default. The note required monthly payments of principal and interest
through February, 2005 at which time the unpaid balance was due. The Company has
sent a default letter demanding payment and intends to pursue collection of this
obligation aggressively. Management has assessed the collateral supporting the
note and does not believe the default will have a material impact on the
financial statements of the Company. See Related Party Transactions Note 3.
******
A-23
SPORTS RESORTS INTERNATIONAL, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS DEDUCTIONS RECOVERIES
CHARGED TO CHARGED TO WRITE-OFFS
BALANCE COSTS AND TO OTHER AND BALANCE
JANUARY 1 EXPENSES ACCOUNTS DISPOSALS DECEMBER 31
--------- ---------- ---------- ---------- -----------
DOUBTFUL ACCOUNTS AND CASH
DISCOUNTS RESERVES
For the year ended December 31:
2004 181,000 3,000 -- -- 184,000
2003 210,000 10,000 (39,000) 181,000
2002 598,000 70,000 -- (458,000) 210,000
INVENTORY RESERVES
For the year ended December 31:
2004 53,350 -- -- (28,350) 25,000
2003 40,000 13,350 -- -- 53,350
2002 40,000 -- -- -- 40,000
TAX VALUATION ALLOWANCE
For the year ended December 31:
2004 1,091,000 557,000 -- -- 1,648,000
2003 2,190,000 -- -- (1,099,000) 1,091,000
2002 2,900,000 -- -- (710,000) 2,190,000
A-24
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Amended and Restated Asset Purchase Agreement by and between Colonel's
Acquisition Corp. (later renamed AutoLign Manufacturing Group, Inc.),
The Colonel's International, Inc., The Colonel's, Inc. and Donald J.
Williamson dated November 23, 1998. Incorporated by reference to
Appendix A to the Company's Definitive Proxy Statement filed with the
Securities and Exchange Commission on December 7, 1998.
2.2 First Amendment to Amended and Restated Asset Purchase Agreement by
and between AutoLign Manufacturing Group, Inc. (formerly known as
Colonel's Acquisition Corp.), The Colonel's International, The
Colonel's, Inc. and Donald J. Williamson dated December 17, 1998.
Incorporated by reference to Exhibit 2(b) to the Company's Report on
Form 8-K filed with the Securities and Exchange Commission on December
30, 1998.
2.3 Agreement and Plan of Merger by and among The Colonel's International,
Inc., The Colonel's Rugged Liner, Inc., Rugged Liner, Inc., Triad
Management Group, Inc., Aerocover, Inc., Ground Force, Inc., and
certain shareholders of the foregoing, dated March 13, 1998.
Incorporated by reference to Exhibit 2(a) to the Registrant's Current
Report on Form 8-K dated May 8, 1998.
2.4 First Amendment to Agreement and Plan of Merger, by and among The
Colonel's International, Inc., The Colonel's Rugged Liner, Inc.,
Rugged Liner, Inc., Triad Management Group, Inc., Aerocover, Inc.,
Ground Force, Inc., and certain shareholders of the foregoing, dated
April 23, 1998. Incorporated by reference to Exhibit 2(b) to the
Registrant's Current Report on Form 8-K dated May 8, 1998.
3.1 Articles of Incorporation of the Company, as amended. Incorporated by
reference from the Company's report on Form 10-K for the year ended
December 31, 2002.
3.2 Bylaws of the Company, as amended. Incorporated by reference from
Exhibit 3.2 to the Company's Report on Form 10-Q for the period ended
March 31, 1997.
10.1 Sports Resorts International, Inc. 1995 Long-Term Incentive Plan, as
amended to date. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2001.
10.2 June 22, 1992 Title Rights Sponsorship Agreement between Champion Auto
Stores, Inc. and National Hot Rod Association, Inc. Incorporated by
reference from Brainerd International, Inc.'s Registration Statement
on Form S-1 (Registration No. 33-055876).
10.3 Sanction agreement between the Company and National Hot Rod
Association. Incorporated by reference from the Company's Report on
Form 10-K for the year ended December 31, 2000.
10.4 Amendment to sanction agreement between Brainerd International Raceway
and National Hot Rod Association dated October 27, 1999. Incorporated
by reference from the Company's report on Form 10-K for the year ended
December 31, 2002.
10.5 Extension of sanction agreement between Brainerd International Raceway
and National Hot Rod Association dated April 19, 2002. Incorporated by
reference from the Company's report on Form 10-K for the year ended
December 31, 2002.
10.6 Lease agreement between 620 Platt Road LLC and The Colonel's Truck
Accessories, Inc. Incorporated by reference from the Company's Report
on Form 10-K for the year ended December 31, 2001.
10.7 Lease schedule and agreement between The Colonel's, Inc. and Comerica
Leasing Corporation dated December 27, 1995. Incorporated by reference
from the Company's Report on Form 10-K for the year ended December 31,
1997.
10.8 Lease schedule and agreement between The Colonel's, Inc. and Comerica
Leasing Corporation dated May 31, 1996. Incorporated by reference from
the Company's Report on Form 10-K for the year ended December 31,
1997.
10.9 Lease schedule and agreement between The Colonel's, Inc. and Comerica
Leasing Corporation dated November 15, 1996. Incorporated by reference
from the Company's Report on Form 10-K for the year ended December 31,
1997.
10.10 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp. dated
November 8, 2002. Incorporated by reference from the Company's report
on Form 10-K for the year ended December 31, 2002.
10.11 Agreement between Rugged Liner, Inc. and PACCAR Financial Corp. dated
November 11, 2002. Incorporated by reference from the Company's report
on Form 10-K for the year ended December 31, 2002.
10.12 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated February 14, 2003.
Incorporated by reference from the Company's report on Form 10-Q for
the quarter ended March 31, 2003.
10.13 Agreement between First National Bank of Deerwood and Brainerd
International Raceway & Resort, Inc. dated October 31, 2003.
Incorporated by reference from the Company's report on Form 10-K for
the year ended December 31, 2003.
10.14 Code of Ethics for Financial Managers. (Incorporated by reference from
the Company's report on Form 10-K for the year ended December 31,
2003).
21 Subsidiaries of the Registrant. (Filed herewith).
23 Consent of Grant Thornton LLP. (Filed herewith).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. (Filed herewith).
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. (Filed herewith).
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. (Filed herewith).
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. (Filed herewith).
* Commission file number for reports filed pursuant to the Securities
Exchange Act of 1934 is 2-98277 (c).