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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] 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
incorporation or organization) identification no.)
951 AIKEN ROAD, OWOSSO, MICHIGAN 48867
(Address of principal executive offices) (Zip code)
(989) 725-8354
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Number of shares of the registrant's Common Stock, $0.01 par value, outstanding
as of May 2, 2005: 48,399,771
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements required under Item 1 of Part I are set forth in
Appendix A to this Report on Form 10-Q and are herein incorporated by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report are forward-looking statements. These
forward-looking statements include statements relating to our performance. In
addition, we may make forward-looking statements in future filings with the
Securities and Exchange Commission and in written material, press releases and
oral statements issued by us or on our behalf. Forward-looking statements
include statements regarding the intent, belief or current expectations of us or
our officers, including statements preceded by, "should," "believe," "may,"
"will," "expect," "anticipate," "estimate," "continue," "predict," "propose," or
similar expressions.
It is important to note that our actual results could differ materially from
those anticipated in our forward-looking statements depending on various "risk
factors." Such risk factors include: concentration of stock ownership,
relationships with race sanctioning bodies, competition for leisure dollars,
reliance on key personnel, potential liabilities for personal injuries, need for
additional financing, limited trading market for our stock, dependence on the
North American new truck industry, variability of raw material and labor costs,
failure to manage mergers, acquisitions, dispositions and diversification into
other lines of business, the need to effectively manage a large sports and
entertainment development project and other factors discussed under the caption
"Risk Factors."
All forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition please note that the matters discussed under
the caption "Risk Factors" constitute cautionary statements identifying
important factors with respect to the forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
CRITICAL ACCOUNTING POLICIES
A summary of our critical accounting policies is incorporated by reference
beginning on page 11 of our 2004 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 29, 2005. There have been no
material changes in the accounting policies followed by us during fiscal 2005.
BACKGROUND
We are a Michigan corporation and a holding company with three active wholly
owned subsidiaries. We have no independent operations of our own, however, we
provide various administrative functions for our operating subsidiaries.
2
RUGGED LINER, INC. ("RL") manufactures and sells pickup truck bedliners and
tailgate covers through a distributor network. Truck bedliners are plastic
inserts that are placed in the rear beds of pickup trucks to protect the paint
and structural integrity of the bed. RL manufactures approximately 90 different
bedliners.
BRAINERD INTERNATIONAL RACEWAY & RESORT, INC. ("BIR") operates a motor sports
facility located approximately nine miles northwest of Brainerd, Minnesota.
Substantially all of BIR's revenues are obtained from motor sports racing events
at the racetrack. BIR schedules racing and other events held at the racetrack
during weekends in May through October of each year.
RACEWAY 66, INC. ("Raceway 66") is a combined convenience store and gas station
adjacent to our BIR facility.
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.
DEVELOPMENT OF SPORTS AND ENTERTAINMENT COMPLEX. During 2001, we proposed the
development of a new sports and entertainment complex (the "Complex") to be
located on approximately 340 acres northeast of I-75 and Mount Morris Road in
Mount Morris Township, Genesse County, Michigan. This project is in the
development stage. We have received zoning and site plan approval for
development of the site by the Mount Morris Township Planning Board. The Complex
could eventually include a coliseum, domed stadium, hotel, theme restaurant, and
a combined gas station, convenience and souvenir store, along with 130 acres of
parking. To date, we have not been able to obtain the necessary funding for this
project and are currently evaluating our options. Potential alternatives for the
project include sale of the land we own and a release of the options we hold to
purchase additional land. If we cannot obtain sufficient capital to develop the
complex we will need to consider an alternative plan.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated current assets increased from $8,211,000 at December 31, 2004
to $8,377,000 at March 31, 2005. This increase is primarily related to increases
in cash and accounts receivable of $224,000 and $270,000 respectively, offset by
a decrease in inventory of $227,000. Our consolidated current liabilities
increased from $1,560,000 at December 31, 2004 to $1,979,000 at March 31, 2005.
This increase primarily relates to increases in accounts payable and accrued
expenses of $220,000 and $195,000, respectively.
Cash increased $224,000, from $673,000 at December 31, 2004 to $897,000 at March
31, 2005 primarily due to cash received from advance ticket sales at our BIR
facility.
Accounts receivable-trade increased by approximately $270,000 from $833,000 as
of December 31, 2004 to $1,103,000 at March 31, 2005, due to increased sales
activity associated with the first three months of the fiscal year, as compared
to the fourth quarter.
Note receivable - related party is comprised of a note, which is secured by a
subordinated mortgage and personal guarantee from the majority shareholder. The
note required monthly principal and interest
3
payments through February 2005, at which time the unpaid balance was due. The
related party failed to pay the remaining balance on the due date in February
2005, however, the related party has continued to make the same principal and
interest payments through March 31, 2005. The Company has sent a default letter
demanding payment and intends to pursue collection of this obligation
aggressively. The Company believes that it has adequate collateral to secure the
obligation.
Inventories decreased by approximately $227,000 from $1,600,000 at December 31,
2004 to $1,373,000 at March 31, 2005 due to better inventory management and a
reduction in bedliner units on hand.
Net property, plant and equipment decreased by approximately $443,000 from
$10,024,000 at December 31, 2004 to $9,581,000 at March 31, 2005 primarily due
to depreciation for the period of $425,000.
LIABILITIES AND EQUITY
Accounts payable increased by approximately $220,000 from $953,000 at December
31, 2004 to $1,173,000 at March 31, 2005 due to increased raw material purchases
to support higher levels of production and sales activity associated with the
first quarter as compared to the fourth quarter.
Accrued expenses increased by $195,000 from $388,000 at December 31, 2004 to
$583,000 at March 31, 2005, primarily due to advanced ticket sales of $211,000
at BIR, offset by the payment of other accrued amounts.
OUTSTANDING LOANS AND CONTRACTUAL COMMITMENTS
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 8.00% at March 31, 2005) through October 2008.
We lease our Owosso, Michigan facility from an affiliated entity controlled by
Donald J. and Patsy L. Williamson, our majority shareholders at a monthly rental
charge of $50,000 per month. We are also responsible for all taxes, insurance
and maintenance expenses related to the facility.
Summarized below are our obligations and commitments to make future payments
under debt obligations and lease agreements as of March 31, 2005:
2006 2007 2008 2009 2010
--------------- --------------- ------------- -------------- ---------------
Debt obligations $ 223,000 $ 239,000 $ 208,000 $ 69,000 $ --
Lease agreements 610,000 608,000 605,000 603,000 500,000
--------------- --------------- ------------- -------------- ---------------
Total $ 833,000 $ 847,000 $ 813,000 $ 672,000 $ 500,000
=============== =============== ============= ============== ===============
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
4
of advances and notes receivable outstanding from our majority shareholder and
related entities. Borrowing arrangements or additional public capital will be
necessary to fund the proposed sports and entertainment complex, which we have
been unable to obtain to date.
RESULTS OF OPERATIONS
Three Months Ending
March 31
---- ----
2005 2004
---- ----
Sales 100% 100%
Cost of Sales 93 83
Selling, General and
Administrative Expenses 29 25
Land Development Costs 1 2
Loss from Operations (23) (10)
Other Income 3 2
Income Tax Benefit -- --
Net Loss (20) (8)
Our revenues were $3,286,000 in the three months ended March 31, 2005 compared
to $4,722,000 in the same period of 2004. Revenues attributable to RL were
$3,266,000 and $4,614,000 for the quarters ended March 31, 2005 and 2004,
respectively. The decrease in RL's sales from 2004 to 2005 is due to a softening
in demand for its bedliner products. BIR's revenues were $20,000 and $108,000
for the quarters ended March 31, 2005 and 2004, respectively. BIR traditionally
has little revenue in the first quarter, as the racing season does not begin
until May each year. The decrease in BIR's revenues from 2004 to 2005 is
attributable to Raceway 66 being closed during the "off season" in the first
quarter of 2005 where as its remained open in the first quarter of 2004.
Cost of sales were $3,047,000 and $3,937,000 for the quarters ended March 31,
2005 and 2004 respectively or 93% and 83% as a percentage of revenue. Cost of
sales attributable to RL were $2,809,000 and $3,492,000 for the quarters ended
March 31, 2005 and 2004 respectively or 86% and 76% as a percentage of revenue.
RL's cost of sales increased as a percentage of sales from 2004 to 2005 due to
less favorable material costs as well as the reduction in sales described above
and fixed manufacturing and overhead costs. Gross profit for RL was 14% of sales
for the first quarter of 2005 and 24% of sales for the first quarter of 2004.
Cost of sales attributable to BIR were $238,000 and $445,000 for the quarters
ended March 31, 2005 and 2004, respectively. The decrease in BIR's cost of sales
from 2004 to 2005 is primarily due to not operating Raceway 66 during the first
quarter of 2005, which accounted for approximately $124,000 of the total
reduction in BIR's cost of sales of $207,000. The remaining decrease is
primarily due to reductions in maintenance costs of the track facility.
Selling, general and administrative expenses were $945,000 and $1,161,000 for
the quarters ended March 31, 2005 and 2004, respectively, or 29% and 25%
respectively, as a percentage of revenues. Selling, general and administrative
expenses attributed to RL were $852,000 and $986,000 for the quarters ended
March 31, 2005 and 2004, respectively. RL's selling, general and administrative
expenses decreased due to a reduction in sales levels, but increased as a
percentage of revenue due to a large portion being fixed. Selling, general and
administrative expenses for BIR were $93,000 and $175,000 for the three month
periods ended March 31, 2005 and 2004 respectively and decreased primarily due
to a reduction in administrative staff.
5
Land development costs were $40,000 and $113,000 for the quarters ending March
31, 2005 and 2004, respectively and are comprised principally of professional
fees and non-refundable deposits to extend various agreements to purchase land
in Mount Morris Township, Michigan in connection with our proposed sports and
entertainment complex. Since financing for development of the project was not in
place at March 31, 2005 these amounts have been expensed.
Interest expense was $15,000 and $16,000 for the quarters ended March 31, 2005
and 2004, respectively.
Interest income was $92,000 and $94,000 for the quarters ended March 31, 2005
and 2004, respectively.
RISK FACTORS
GENERAL
OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN ONE SHAREHOLDER, WHO IS ABLE TO
EXERCISE CONTROL AND MAKE DECISIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL
OF OUR SHAREHOLDERS
Donald J. Williamson, our majority shareholder and his wife, Patsy Williamson,
own approximately 96% of our issued and outstanding shares of common stock.
Accordingly, Donald and Patsy Williamson are able to control the election of
directors and all other matters which are subject to a vote of shareholders.
This concentration of ownership may have the effect of delaying or preventing a
change of control of Sports Resorts International, Inc. even if this change of
control would benefit all of the shareholders.
OUR FUTURE SUCCESS WILL BE DEPENDENT ON THE SKILL OF OUR KEY PERSONNEL
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. We rely heavily upon the expertise of
a relatively small core of executives. We do not have employment agreements with
any of our key personnel. The loss of the services of one or more of our key
executives could have a material adverse effect on our operations.
OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH MAY MAKE IT DIFFICULT TO
SELL OR OBTAIN AN ADEQUATE PRICE FOR YOUR SHARES
There is a limited public market for our common stock and there is no assurance
that an active trading market will develop or be sustained. Because of this lack
of liquidity, our stock price may be highly volatile.
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.
6
TRUCK ACCESSORIES SEGMENT
OUR PROFITABILITY IS DEPENDENT ON CONTROL OF OUR COSTS, IN THE EVENT WE ARE
UNABLE TO CONTROL OUR COSTS, OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED
In order to manufacture our truck accessories we require plastic resin as a raw
material. The cost of plastic resin is directly dependent upon fluctuations in
natural gas feedstock prices. We do not have any long-term supply contracts and
do not use any hedging techniques to manage the costs of plastic resin. In the
event raw material prices increase, we may be unable to pass the increased costs
on to our customers which could adversely affect our results of operations. In
addition, we attempt to control our labor costs. In the event that the cost of
labor increases and we are unable to pass such increased labor costs to our
customers, our results of operations could be adversely affected.
OUR TRUCK ACCESSORIES BUSINESS FACES STRONG COMPETITION WHICH COULD AFFECT OUR
SALES AND PROFIT MARGINS
We compete for sales of bedliners and other truck accessories against a number
of companies. Many of these companies are larger, have greater market
recognition and substantially greater financial, technical, marketing,
distribution and other resources than we have. Additionally, new and alternative
product offerings are increasingly available. While product quality is an
important factor, price and features are also very important to our customers.
We attempt to manufacture high quality full-featured products, which are cost
competitive. We have faced and will continue to face additional competition from
new entrants and alternative products into our markets. We cannot be certain
that we will be able to compete successfully with existing or new competitors or
products.
THE EFFECTS OF INFLATION COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS IF OUR
COSTS INCREASE FASTER THAN WE CAN PASS THEM ON TO OUR CUSTOMERS
The relatively moderate rate of inflation experienced during the last decade has
not had a significant impact on our results of operations. However, there can be
no assurance that a moderate rate of inflation will continue. In the event the
rate of inflation increases more dramatically in the future, our costs may
increase faster than we can pass them on to our customers which would have an
adverse effect on our financial results.
OUR TRUCK ACCESSORY BUSINESS IS TIED TO THE NORTH AMERICAN VEHICLE INDUSTRY,
WHICH IS HIGHLY CYCLICAL AND DEPENDENT ON CONSUMER SPENDING AND GENERAL ECONOMIC
CONDITIONS IN NORTH AMERICA
Sales of our truck accessories including bedliners is tied to the North American
vehicle industry. The truck industry is highly cyclical and dependent on
consumer spending and general economic conditions in North America. We primarily
sell our truck accessories in the United States and as result we are solely
dependent on the health and vitality of the U. S. economy for our success. There
can be no assurance that production of pickup trucks will not decline in the
future or that we will be able to fully utilize our manufacturing capacity.
Economic factors adversely affecting truck sales and production and consumer
spending could adversely impact our sales and operating results.
7
SPORTS AND ENTERTAINMENT SEGMENT
WE NEED TO MAINTAIN AND ENHANCE OUR WORKING RELATIONSHIP WITH THE NHRA
In order to be successful, our raceway operation needs to maintain a good
relationship with the primary sanctioning body of our racing events, The
National Hot Rod Association ("NHRA"). While we believe that we have a good
relationship with the NHRA, and the current term of our sanctioning agreement
has been extended to December 31, 2005, it is likely that the loss of the
national race with the NHRA would adversely affect the results of our
operations.
OUR RACEWAY OPERATIONS FACE COMPETITION FOR TICKET SALES AND MARKETING AND
ADVERTISING DOLLARS
We compete for marketing, advertising and ticket sales with other sports and
with other entertainment and recreational activities. In the event fan interest
in racing declines, it is likely that our results of operations would be
adversely affected. We compete with well-established raceway operations some of
which have greater market recognition and substantially greater financial,
technical, marketing, distribution and other resources than we have. Our ability
to compete successfully depends on a number of factors, which are primarily
outside our control including our ability to develop and maintain effective
marketing programs, the number and location of our competitors and general
market and economic conditions.
WE MAY INCUR LIABILITY FOR PERSONAL INJURIES
Racing events can be dangerous to participants and to spectators. We maintain
insurance policies that provide coverage within limits that in our judgement are
sufficient to protect us from material financial loss due to liability for
personal injuries sustained by or death of, spectators in the ordinary course of
our business. Our insurance may not be adequate or available at all times and in
all circumstances. In the event damages for injuries sustained by our spectators
exceed our liability coverage or our insurance company denies coverage, our
financial condition, results of operations and cash flows could be adversely
affected to the extent claims and associated expenses exceed our insurance
recoveries.
WE WILL NEED ADDITIONAL FINANCING WHICH MAY OR MAY NOT BE AVAILABLE OR WHICH MAY
DILUTE THE OWNERSHIP INTEREST OF CURRENT SHAREHOLDERS
We have previously announced plans to develop a large sports and entertainment
complex in Mount Morris Township, Michigan. To date, we have been unable to
obtain the necessary funding for this project and are currently evaluating our
options. If we cannot obtain sufficient capital to develop the complex we will
need to consider an alternative plan.
OUR RACEWAY OPERATIONS ARE SEASONAL AND THEREFORE ADVERSE WEATHER CAN AFFECT OUR
RESULTS OF OPERATIONS
Our raceway operations primarily operate on the weekends from May through
October. In the event that adverse weather conditions curtail attendance at any
of our races, it could have a material adverse affect on our results of
operations.
8
OUR FAILURE TO PROPERLY MANAGE MERGERS, ACQUISITIONS, DISPOSITIONS AND
DIVERSIFICATION INTO OTHER LINES OF BUSINESS COULD ADVERSELY AFFECT OUR BUSINESS
Recently, we announced that we have decided to expand the sports and
entertainment aspects of our business. In the future we may expand or contract
our operations through mergers, acquisitions, dispositions and diversification.
These activities expose us to a number of special risks, including diversion of
management's attention, failure to retain key personnel or customers of an
acquired business, difficulties transitioning operations to accommodate new
businesses or activities and limited experience in managing a large sports and
entertainment enterprise. There can be no assurance that we will be able to
effectively manage these special risks.
NEW ACCOUNTING PRONOUNCEMENTS
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 evaluating
the impact SFAS 123(R) will have on our financial position, results of
operations, EPS and cash flows when it is adopted.
On March 29, 2005, the SEC issued Staff Accounting Bulletin ("SAB") No. 107,
"Share Based Payments". This SAB expresses the views of the SEC staff regarding
the relationship between SFAS No. 123(R), "Share-Based Payment" and certain SEC
rules and regulations. In particular, the SAB provides guidance related to
valuation methods, the classification of compensation expense, non-GAAP
financial measures, the accounting for income tax effects of share-based payment
arrangements, disclosures in Management's Discussion and Analysis subsequent to
adoption of SFAS No. 123(R), and interpretations of other share-based payment
arrangements. We will adopt SAB No. 107 in conjunction with the adoption of SFAS
No. 123(R) in the first quarter of 2006. We do not expect the adoption of this
SAB to have a material effect on our consolidated financial statements.
9
In November 2004, FASB issued SFAS No. 151, "Inventory Cost," an 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.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations-an interpretation of SFAS No. 143".
This interpretation clarifies that the term "conditional asset retirement
obligation" refers to a legal obligation to perform a future asset retirement
when uncertainty exists about the timing and/or method of settlement of the
obligation. Uncertainty about the timing and/or method of settlement of a
conditional asset retirement obligation should be factored into the measurement
of the liability when sufficient information exists, as defined by the
interpretation. An entity is required to recognize a liability for the fair
value of the obligation if the fair value of the liability can be reasonably
estimated. We will adopt the interpretation effective December 31, 2005. We are
currently reviewing this interpretation, and do not expect the adoption of the
interpretation to have an effect on our consolidated financial statements.
SEGMENT REPORTING
For a discussion of our business segments, see Note 12 to the condensed
financial statements included in Appendix A.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the discussion under "Market Risk Disclosure" in Item 2 above.
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
The Company maintains controls and procedures designed to ensure that it is able
to collect the information that is required to be disclosed in the reports it
files with the SEC, and to process, summarize and disclose this information
within the time period specified in the rules of the SEC. The Company's Chief
Executive and Chief Financial Officers are responsible for establishing,
maintaining and enhancing these procedures. They are also responsible, as
required by the rules established by the SEC, for the evaluation of the
effectiveness of these procedures.
Based on their evaluation of the Company's disclosure controls and procedures
which took place as of the end of the period covered by this report, the Chief
Executive Officer and the Chief Financial Officer believe that, not withstanding
the material weaknesses discussed below, 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
10
with generally accepted accounting principles, and (2) maintain accountability
for assets. Access to assets is permitted only in accordance with management's
general or specific authorization.
Since the date of the most recent evaluation of the Company's internal controls
by the Chief Executive and Chief Financial Officers, there have been no 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 the Company's 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:
- - lack of documentation of policies and controls;
- - concentration of duties among few accounting staff members;
- - inadequate security within software applications.
The Company is working on a remediation plan to correct the cited material
weaknesses.
11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has received a letter from the Minnesota Department of Human Rights
dated April 14, 2005 regarding an investigation captioned Catherine Stalpes vs.
Brainerd International Raceway and Resort, Inc. The complaint alleges an unfair
discriminatory practice in violation of Minnesota Human Rights Act, Section
363A. The Company is in the process of gathering the requested information and
will respond to the letter. Ultimately, the state will make a determination as
to whether there is evidence of "probable cause" to credit the allegation of
discrimination. At this time, no monetary damages are sought.
ITEM 6. EXHIBITS
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPORTS RESORTS INTERNATIONAL, INC.
Dated: May 13, 2005 By: /s/ Gregory T. Strzynski
----------------------------------
Gregory T. Strzynski
Chief Financial Officer
(Duly Authorized Officer and
Principal Accounting and Financial
Officer of the Registrant)
13
APPENDIX A
A-1
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2005 2004
(unaudited) (audited)
---------------- ----------------
ASSETS
CURRENT ASSETS:
Cash $ 897,329 $ 673,314
Accounts receivable:
Trade (net of allowance for doubtful accounts
and cash discounts of $194,000 at March
31, 2005 and $184,000 at December 31, 2004) 1,102,788 833,099
Note receivable - related party (Note 2) 4,387,479 4,429,654
Inventories (Note 3) 1,373,363 1,599,738
Other (Note 4) 615,661 675,016
---------------- ----------------
Total current assets 8,376,620 8,210,821
PROPERTY, PLANT, AND EQUIPMENT - Net 9,581,197 10,024,340
(Notes 5 and 7)
OTHER ASSETS:
Other (Note 6) 2,029,793 2,032,044
---------------- ----------------
TOTAL ASSETS $ 19,987,610 $ 20,267,205
================ ================
A-2
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2005 2004
(unaudited) (audited)
-------------------- ---------------------
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7) $ 222,595 $ 219,058
Accounts payable 1,173,009 952,792
Accrued expenses (Note 8) 583,479 387,896
-------------------- ---------------------
Total current liabilities 1,979,083 1,559,746
LONG-TERM DEBT (Note 7) 516,226 573,028
SHAREHOLDERS' EQUITY
Common stock: 70,000,000 shares authorized
at $0.01 par value, 48,399,771 shares
issued and outstanding at March 31, 2005
and December 31, 2004 483,997 483,997
Additional paid-in-capital 5,775,068 5,775,068
Net advances to related parties (Note 2) (396,292) (396,292)
Retained earnings 11,629,528 12,271,658
-------------------- ---------------------
Total shareholders' equity 17,492,301 18,134,431
-------------------- ---------------------
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $ 19,987,610 $ 20,267,205
==================== =====================
A-3
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
--------------------------------
2005 2004
--------------- --------------
SALES $ 3,285,492 $ 4,722,101
COST OF SALES 3,046,732 3,936,920
--------------- --------------
GROSS PROFIT 238,760 785,181
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 944,880 1,161,149
LAND DEVELOPMENT COSTS (Note 6) 39,668 112,569
NET GAIN ON DISPOSAL OF ASSETS 5,932 13,570
--------------- --------------
LOSS FROM OPERATIONS (739,856) (474,967)
OTHER INCOME (EXPENSE):
Interest expense (15,002) (16,220)
Interest income 92,004 93,865
Other 20,724 (486)
--------------- --------------
Other income (expense), net 97,726 77,159
--------------- --------------
NET LOSS $ (642,130) $ (397,808)
=============== ==============
Continued
A-4
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending
March 31
---------------------------
2005 2004
----------- -----------
BASIC AND DILUTED
LOSS PER SHARE
(Note 10)
Net Loss $ (0.01) $ (0.01)
=========== ===========
WEIGHTED AVERAGE COMMON
SHARES
Basic 48,399,771 48,379,703
Effect of dilutive securities:
Common share equivalents,
common shares issuable upon
exercise of outstanding
stock options -- --
----------- -----------
Diluted 48,399,771 48,379,703
=========== ===========
Concluded
A-5
SPORTS RESORTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ending
March 31
----------------------------
2005 2004
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (642,130) $ (397,808)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 424,542 431,788
Gain on disposal of property and equipment (5,932) (13,570)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (269,689) (428,770)
Inventories 226,375 (215,264)
Other 61,606 38,372
Accounts payable 220,217 469,764
Accrued expenses 195,583 218,009
------------ -----------
Net cash provided by operating activities 210,572 102,521
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures -- (144,024)
Proceeds from disposal of property and equipment 24,533 13,960
Payments received on notes receivable-related party 42,175 38,943
------------ -----------
Net cash provided by (used in) investing activities 66,708 (91,121)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (53,265) (50,442)
Proceeds from issuance of common stock -- 48,153
------------ -----------
Net cash used in financing activities (53,265) (2,289)
------------ -----------
INCREASE IN CASH 224,015 9,111
CASH, BEGINNING OF PERIOD 673,314 482,128
------------ -----------
CASH, END OF PERIOD $ 897,329 $ 491,239
============ ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 14,002 $ 17,048
============ ===========
Concluded
A-6
SPORTS RESORTS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 BASIS OF PRESENTATION
The Company is a Michigan corporation and a holding company with three
active wholly owned subsidiaries, Rugged Liner, Inc. ("RL") (formerly The
Colonel's Truck Accessories, Inc.), Brainerd International Raceway &
Resort, Inc., ("BIR") (formerly the Colonel's Brainerd International
Raceway, Inc.) and Raceway 66, Inc. ("Raceway 66"). The Colonel's, Inc.
("The Colonel's") is an inactive subsidiary, having sold all of its
assets except for certain land in December 1998. The Company's
subsidiaries operate in two segments, truck accessories and sports and
entertainment.
These financial statements should be read in conjunction with the audited
financial statements and notes to consolidated financial statements
included in the Company's 2004 Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 29, 2005. A summary of
critical accounting policies is presented beginning on page 11 of the
Company's most recent Form 10-K. There have been no material changes in
the accounting policies followed by the Company during fiscal year 2005.
The financial information included herein is unaudited; however such
information reflects all adjustments (consisting solely of normal
recurring adjustments) that are, in the opinion of management, necessary
for a fair presentation of the results of operations, financial position
and cash flows for the periods presented.
Interim results of operations are not necessarily indicative of the
results expected for the full year.
RECLASSIFICATIONS - Certain amounts from prior periods have been
reclassified to conform to the current presentation.
A-7
NEW ACCOUNTING PRONOUNCEMENTS
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.
On March 29, 2005, the SEC issued Staff Accounting Bulletin ("SAB") No.
107, "Share Based Payments". This SAB expresses the views of the SEC
staff regarding the relationship between SFAS No. 123(R), "Share-Based
Payment" and certain SEC rules and regulations. In particular, the SAB
provides guidance related to valuation methods, the classification of
compensation expense, non-GAAP financial measures, the accounting for
income tax effects of share-based payment arrangements, disclosures in
Management's Discussion and Analysis subsequent to adoption of SFAS No.
123(R), and interpretations of other share-based payment arrangements.
The Company will adopt SAB No. 107 in conjunction with its adoption of
SFAS No. 123(R) in the first quarter of 2006. The Company does not expect
the adoption of this SAB to have a material effect on its consolidated
financial statements.
In November 2004, FASB issued SFAS No. 151, "Inventory Cost," an
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 on its financial statements.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting
for Conditional Asset Retirement Obligations-an interpretation of SFAS
No. 143". This interpretation clarifies that the term "conditional asset
retirement obligation" refers to a legal obligation to perform a future
asset retirement when uncertainty exists about the timing and/or method
of settlement of the obligation. Uncertainty about the timing and/or
method of settlement of a conditional asset retirement obligation should
be factored into the measurement of the liability when sufficient
information exists, as defined by the interpretation. An entity is
required to recognize a liability for the fair value of the obligation if
the fair value of the liability can be reasonably estimated. The Company
will adopt the interpretation effective December 31, 2005. The Company is
currently reviewing this interpretation, and does not expect the adoption
of the interpretation to have an effect on its consolidated financial
statements.
Note 2 RELATED PARTY TRANSACTIONS
Note Receivable
During the first quarter of 1999, a note receivable from South Saginaw
LLC, a company owned by Donald J. Williamson, the Company's Chief
Executive Officer and majority
A-8
shareholder, of $5,200,000 was established. The note required monthly
payments of $43,496, including interest at 8.0%, through February 2005,
at which time the unpaid balance was due. The related party has failed to
pay the remaining balance due 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 note is secured by a
subordinated mortgage and personal guarantee. The related party has
continued to make interest and principal payments through March 31, 2005.
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 March
31, 2005 and December 31, 2004 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.
Note 3 INVENTORIES
Inventories are summarized as follows:
March 31, December 31,
2005 2004
(unaudited) (audited)
---------- ------------
Finished products $ 697,477 $ 803,651
Raw materials 641,529 764,340
Other 34,357 31,747
---------- ------------
Total $1,373,363 $ 1,599,738
========== ============
A-9
Note 4 OTHER ASSETS, CURRENT
Other assets, current is summarized as follows:
March 31, December 31,
2005 2004
(unaudited) (audited)
---------- ------------
Prepaids:
Sanction fees $ 250,000 $ 250,000
Insurance 78,718 88,641
Rent 52,474 52,474
Property taxes 172,366 139,589
Deposits 48,139 66,577
Other 13,964 77,735
---------- ------------
Total $ 615,661 $ 675,016
========== ============
Note 5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized by major classification as
follows:
March 31, December 31,
2005 2004
(unaudited) (audited)
------------ ------------
Land and improvements $ 3,757,629 $ 3,757,629
Track 1,560,300 1,560,300
Buildings 2,928,442 2,928,442
Condominium units 466,000 466,000
Leasehold improvements 319,899 319,899
Bleachers & fencing 1,656,266 1,656,266
Equipment 7,488,466 7,488,466
Transportation equipment 1,987,053 2,022,204
Furniture & fixtures 683,735 684,758
Tooling 4,257,382 4,257,384
------------ ------------
Total 25,105,172 25,141,348
Less accumulated depreciation (15,523,975) (15,117,008)
------------ ------------
Net property, plant and equipment $ 9,581,197 $ 10,024,340
============ ============
A-10
Note 6 OTHER ASSETS, LONG-TERM
Other assets, long-term is summarized as follows:
March 31, December 31,
2005 2004
(unaudited) (audited)
------------ ------------
Rental property $ 75,000 $ 75,000
Land held for development 1,889,349 1,889,349
Land contract receivable 61,244 63,495
Other 4,200 4,200
------------ ------------
Total $ 2,029,793 $ 2,032,044
============ ============
The Company made non-refundable deposits during the quarters ending March 31,
2005 and 2004 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.
Note 7 LONG TERM DEBT
Long-term obligations consist of the following:
March 31, December 31,
2005 2004
(unaudited) (audited)
----------- ------------
Note payable to a bank, monthly installments of interest at 7.5%
through October 2003, and monthly payments of principal and interest
at 2.5% above prime (effective rate of 8.0% and 7.75% at March 31,
2005 and December 31, 2004, respectively) through October 2008;
secured by a mortgage on related property $ 375,988 $ 398,463
Term loans, payable to finance companies, monthly installments
include interest approximating 8.0% through November 2007,
collateralized by the related transportation equipment 362,833 393,623
----------- ------------
Total 738,821 792,086
Less current portion (222,595) (219,058)
----------- ------------
Long-term $ 516,226 $ 573,028
=========== ============
A-11
Note 8 ACCRUED EXPENSES
Accrued expenses consist of the following:
March 31, December 31,
2005 2004
(unaudited) (audited)
----------- ------------
Accrued interest $ 2,326 $ 1,326
Professional fees 127,964 162,706
Advance ticket sales/deferred revenue 210,791 12,821
Payroll and taxes 76,770 81,843
Other 165,628 129,200
----------- ------------
Total $ 583,479 $ 387,896
=========== ============
Note 9 INCOME TAXES
The Company provides for deferred income taxes under the asset and
liability method, whereby deferred income taxes result from temporary
differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in taxable
or deductible amounts in the future. Such deferred income tax asset and
liability computations are based on enacted tax laws and rates applicable
to periods in which the differences are expected to affect taxable
income. A valuation allowance is established to reduce deferred income
tax assets to the amount expected to be realized.
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.
Note 10 (LOSS) EARNINGS PER SHARE
Basic (loss) earnings per share is based upon the weighted average number
of shares outstanding. Diluted earnings per share assumes the exercise of
common stock options when dilutive.
Note 11 STOCK OPTIONS
The Company has stock-based employee compensation plans, which are
described more fully in Note 12 in the Company's 2004 Annual Report. 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 proforma effect on net income (loss) and
earnings (loss) per share if the Company applied the fair value
recognition provisions of SFAS 123 is net presented since there were no
vested stock option awards during the periods presented.
A-12
Note 12 SEGMENTS OF BUSINESS
The Company's reportable segments are strategic business units that offer
different products and services. The business units have been divided
into two reportable segments: the manufacturing and sale of bedliners and
other truck accessories ("Truck Accessories"), and operation of a
multi-purpose motor sports facility in Brainerd, Minnesota ("Raceway").
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly
by the chief operating decision-maker, or decision making group, in
deciding how to allocate resources and assessing performance. The
Company's chief operating decision-maker is its Chief Executive Officer.
The Company evaluates performance based on stand-alone product segment
operating income. Intersegment sales and transfers, interest income and
expenses are not significant.
Financial information segregated by reportable product segment is as
follows:
2005 2004
------------ ------------
Sales:
Truck Accessories $ 3,265,912 $ 4,613,872
Raceway 19,580 108,229
------------ ------------
Total $ 3,285,492 $ 4,722,101
============ ============
(Loss) Income from Operations
Truck Accessories $ (429,222) 30,271
Raceway (310,634) (505,238)
------------ ------------
Total $ (739,856) $ (474,967)
============ ============
A-13
EXHIBIT INDEX
No. Exhibits
- ---- -----------------------------------------------------------------------
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002