SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[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
OR
[ ] 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: 000-50243
GIANT MOTORSPORTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 33-1025552
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
13134 State Route 62, Salem, Ohio 44460
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(Address of Principal Executive Offices) (Zip Code)
(330) 332-8534
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(Registrant's Telephone Number, Including Area Code)
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 past 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 [ ]
As of May 18, 2005 the registrant had 10,425,000 shares of common stock, $.001
par value, issued and outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]
GIANT MOTORSPORTS, INC.
INDEX TO FORM 10-QSB
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of March 31, 3
2005 (Unaudited)
Condensed Consolidated Statements of Operations 5
for the Three Months Ended March 31, 2005 and
2004 (Unaudited)
Condensed Consolidated Statements of Cash Flow for 6
the Three Months Ended March 31, 2005 and 2004 (Unaudited)
Notes to Condensed Consolidated Unaudited Financial Statements 7
Item 2. Management's Discussion and Analysis or 17
Plan of Operation
Item 3. Controls and Procedures 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 22
Item 3. Defaults upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
GIANT MOTORSPORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2005
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 618,986
Accounts receivable, net 3,345,721
Accounts receivable, affiliates 65,823
Inventories 22,903,101
Accounts receivable, employees 91,579
Deferred federal income taxes 8,500
Note receivable, officer 161,790
Prepaid expenses 20,223
-----------
TOTAL CURRENT ASSETS 27,215,723
-----------
FIXED ASSETS, NET 1,408,217
-----------
OTHER ASSETS
Intangibles, net 2,026,450
Deposits 84,442
-----------
TOTAL OTHER ASSETS 2,110,892
-----------
$30,734,832
===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
GIANT MOTORSPORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
March 31, 2005
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 1,425,000
Notes payable, floor plans 23,799,965
Accounts payable, trade 1,714,245
Accrued expenses 290,376
Accrued income taxes 325,300
Deferred service contract income 67,500
Customer deposits 624,576
Current portion of non-compete agreement 250,000
Current portion of long-term debt 214,760
------------
TOTAL CURRENT LIABILITIES 28,711,722
DEFERRED FEDERAL INCOME TAXES 37,400
LONG-TERM PORTION OF NON-COMPETE AGREEMENT 250,000
LONG-TERM DEBT, NET 945,033
------------
TOTAL LIABILITIES 29,944,155
------------
COMMITMENTS - NOTE I
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, authorized 75,000,000 shares
10,425,000 shares issued and outstanding at March 31, 2005 10,425
Paid-in capital 1,014,534
Retained earnings (deficit) (234,282)
------------
TOTAL STOCKHOLDERS' EQUITY 790,677
------------
$ 30,734,832
============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
GIANT MOTORSPORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2005 and 2004
2005 2004
----------------- -----------------
(Unaudited) (Unaudited)
OPERATING INCOME
Sales $ 20,426,807 $ 10,996,090
Finance, insurance and extended service revenues 291,200 204,072
----------------- -----------------
TOTAL OPERATING INCOME 20,718,007 11,200,162
COST OF MERCHANDISE SOLD 18,727,791 9,710,863
----------------- -----------------
GROSS PROFIT 1,990,216 1,489,299
----------------- -----------------
OPERATING EXPENSES
Selling expenses 1,466,384 596,063
General and administrative expenses 915,771 508,161
----------------- -----------------
2,382,155 1,104,224
----------------- -----------------
INCOME (LOSS) FROM OPERATIONS (391,939) 385,075
----------------- -----------------
OTHER INCOME AND (EXPENSES)
Other income, net 27,570 898
Interest expense, net (173,841) (88,714)
----------------- -----------------
(146,271) (87,816)
----------------- -----------------
INCOME (LOSS) BEFORE INCOME TAXES (538,210) 297,259
INCOME TAXES -- 110,000
----------------- -----------------
NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON SHAREHOLDERS $ (538,210) $ 187,259
================= =================
BASIC EARNINGS (LOSS) PER SHARE $ (0.05) $ 0.02
DILUTED EARNINGS PER SHARE $ -- $ --
WEIGHTED AVERAGE SHARES OUTSTANDING 10,425,000 10,425,000
================= =================
BASIC 10,425,000 10,425,000
================= =================
DILUTED 10,425,000 11,202,778
================= =================
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
GIANT MOTORSPORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
For the three months ended March 31, 2005 and 2004
2005 2004
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (538,210) $ 187,259
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation 56,786 20,374
Amortization 62,500 --
Deferred federal income taxes -- (16,000)
(Increase) in accounts receivable, net (971,931) (1,223,584)
(Increase) in inventories (6,365,014) (1,359,200)
Increase (decrease) in floor plan liability 6,011,259 1,760,837
(Increase) decrease in prepaid expenses 41,652 (56,017)
Increase (decrease) in customer deposits 280,436 (48,793)
(Decrease) in accrued warranty (22,500) --
Increase in accounts payable trade 487,259 38,273
Increase (decrease) in accrued income taxes (68,000) 126,000
Increase in accrued expenses 118,095 10,899
--------------- ---------------
NET CASH (USED IN) OPERATING ACTIVITIES (907,668) (559,952)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (359,336) (27,527)
Decrease in accounts receivable affiliates` -- 310,017
(Increase) decrease in notes receivable from officers 92,239 (89,111)
Increase in deposits (17,202) --
--------------- ---------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (284,299) 193,379
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings on note -- 1,250,000
Payments on long-term debt (51,234) (35,178)
Distributions -- (154,000)
Issue 1,000,000 stock warrants -- 15,000
Repurchase 8,000,000 shares of common stock -- (21,250)
--------------- ---------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (51,234) 1,054,572
--------------- ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,243,201) 687,999
CASH AND CASH EQUIVALENTS, beginning of Period 1,862,187 587,917
--------------- ---------------
CASH AND CASH EQUIVALENTS, end of Period $ 618,986 $ 1,275,916
=============== ===============
OTHER SUPPLEMENTARY CASH FLOW INFORMATION
Covenant not to compete incurred commitment $ 500,000 $ --
=============== ===============
Long-term borrowings incurred for the acquisition of a vehicle $ -- $ 17,964
=============== ===============
Interest paid during the year $ 176,990 $ 94,169
=============== ===============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005 and 2004
(UNAUDITED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The condensed consolidated financial statements included herein have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. The condensed consolidated financial statements and notes are
presented as permitted on Form 10-QSB and do not contain information included in
the Company's annual consolidated statements and notes. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the December 31,
2004 audited financial statements and accompanying notes thereto. While
management believes the procedures followed in preparing these condensed
consolidated financial statements are reasonable, the accuracy of the amounts
are in some respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.
These condensed consolidated financial statements reflect all adjustments,
including normal recurring adjustments which, in the opinion of management, are
necessary to present fairly the consolidated operations and cash flows for the
periods presented.
Organization:
Giant Motorsports, Inc., (the Company) through its wholly-owned subsidiaries,
W.W. Cycles, Inc. doing business as Andrews Cycles and Chicago Cycles, Inc.
doing business as Chicago Cycle Center, operates two retail dealerships of
motorcycles, all terrain vehicles, scooters and personal watercraft in
northeastern Ohio and northern Illinois. On December 30, 2003, the stockholders
of W.W. Cycles, Inc. entered into a Stock Purchase and Reorganization Agreement
in which effective January 16, 2004 W.W. Cycles, Inc. was issued an aggregate of
8,000,000 restricted shares of common stock, $.001 par value, of American Busing
Corporation in exchange for all of the outstanding shares of the common stock of
the Company, resulting in W.W. Cycles, Inc. becoming a wholly-owned subsidiary
of American Busing Corporation, an inactive public company. The acquisition was
accounted for as a reverse merger whereby, for accounting purposes, WW Cycles,
Inc. is considered the accounting acquirer and the historical financial
statements of WW Cycles, Inc. became the historical financial statements of
Giant Motorsports, Inc. Effective April 5, 2004 American Busing Corporation
changed its name to Giant Motorsports, Inc. On April 30, 2004, Giant
Motorsports, Inc. acquired substantially all of the assets and certain
liabilities of Chicago Cycle Center pursuant to an Asset Purchase Agreement and
entered into a Noncompetition Agreement with one of the former owners and
entered into an Employment Agreement with the other former owner.
7
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Principles of Consolidation:
The condensed consolidated financial statements include the accounts of the
Company and all of its wholly owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents:
Cash and cash equivalents include amounts held in demand deposit accounts and
overnight investment accounts. The Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
Contracts in Transit:
Contracts in transit represent customer finance contracts evidencing loan
agreements or lease agreements between the Company, as creditor, and the
customer, as borrower, to acquire or lease a vehicle whereby a third-party
finance source has given the Company initial, non-binding approval to assume the
Company's position as creditor. Funding and approval from the finance source is
provided upon the finance source's review of the loan or lease agreement and
related documentation executed by the customer at the dealership. These finance
contracts are typically funded within ten days of the initial approval of the
finance transaction by the third-party finance source. The finance source is not
contractually obligated to make the loan or lease to the customer until it gives
its final approval and funds the transaction. Until such final approval is
given, contracts in transit represent amounts due from the customer to the
Company. See Note B for additional information.
Allowance for Doubtful Accounts:
Accounts are written off when management determines that an account is
uncollectible. Recoveries of accounts previously written off are recorded when
received. An estimated allowance for doubtful accounts is determined to reduce
the Company's receivables to their carrying value, which approximates fair
value. The allowance is estimated based on historical collection experience,
specific review of individual customer accounts, and current economic and
business conditions. Historically, the Company has not incurred any significant
credit related losses. Management has determined that an allowance of $25,000 is
necessary at March 31, 2005.
Revenue Recognition:
Vehicle Sales:
The Company records revenue when vehicles are delivered and title has passed to
the customer, when vehicle service or repair work is performed and when parts
are delivered. Sales promotions that are offered to customers are accounted for
as a reduction to the sales price at the time of sale. Incentives, rebates and
holdbacks offered by manufacturers directly to the Company are recognized at the
time of sale if they are vehicle specific, or as earned in accordance with the
manufacturer program rules and are recorded as a reduction of cost of
merchandise sold.
8
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition (continued):
Finance, Insurance and Extended Service Revenues:
The Company arranges financing for customers through various financial
institutions and receives a commission from the lender equal to the difference
between the interest rates charged to customers and the interest rates set by
the financing institution. The Company also receives commissions from the sale
of various third party insurance products to customers and extended service
contracts. These commissions are recorded as revenue at the time the customer
enters into the contract. The Company is not the obligor under any of these
contracts. In the case of finance contracts, a customer may prepay or fail to
pay their contract, thereby terminating the contract. Customers may also
terminate extended service contracts, which are fully paid at purchase, and
become eligible for refunds of unused premiums. In these circumstances, a
portion of the commissions the Company receives may be charged back based on the
relevant terms of the contracts. The revenue the Company records relating to
commissions is net of an estimate of the ultimate amount of chargebacks the
Company will be required to pay. Such estimates of chargeback experience is
based on our historical chargeback expense arising from similar contracts. The
Company also acts as the warrantor on certain extended service contracts and
defers the revenue and recognized it over the life of the contract on a
straight-line basis.
Fair Value of Financial Instruments:
Financial instruments consist of cash and cash equivalents, accounts receivable,
accounts payable and debt, including floor plan notes payable. The carrying
amount of all significant financial instruments approximates fair value due
either to length or maturity or variable interest rates that approximate
prevailing market rates.
Inventories:
Parts and accessories inventories are stated at the lower of cost or market
using the first-in, first-out method. Vehicle inventories are stated at the
lower of cost or market using the specific identification method.
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to credit risk
consist of cash equivalents and accounts receivable.
The Company's policy is to review the amount of credit exposure to any one
financial institution and place investments with financial institutions
evaluated as being creditworthy. In the ordinary course of business, the Company
has bank deposits and overnight repurchase agreements that may exceed federally
insured limits. At March 31, 2005, the Company had $999,419 in excess of the
federally insured limit.
9
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentration of Credit Risk(continued):
Concentration of credit risk, with respect to accounts receivable-customers, is
limited through the Company's credit evaluation process. The Company reviews the
credit history before extending credit. Generally, the Company does not require
collateral from its customers
Property and Equipment:
Property, equipment, and leasehold improvements are stated at cost. Maintenance
and repairs that do not add materially to the value of the asset nor appreciably
prolong its useful life are charged to expense as incurred. Gains or losses on
the disposal of property and equipment are included in the determination of
income.
Depreciation of property and equipment and amortization of leasehold
improvements are provided using the straight-line method over the following
estimated useful lives:
Fixtures, and equipment.............. 3-7 years
Vehicles ............................ 5 years
Leasehold Improvements............... 10 years
Impairment of Long-Lived Assets:
Long-lived assets are reviewed for impairment whenever events such as product
discontinuances, product dispositions or other changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is
recognized when the carrying amount of a long-lived asset exceeds the sum of
non-discounted cash flows expected to result from the asset's use and eventual
disposition. An impairment loss is measured as the amount by which the carrying
amount exceeds its fair value, which is typically calculated using discounted
expected future cash flows. The discount rate to these cash flows is based on
the Company's weighted average cost of capital, which represents the blended
after-tax costs of debt and equity. There were no indications of impairments at
March 31, 2005.
Income Taxes:
Income taxes are calculated using the liability method specified by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
At March 31, 2005, income taxes are provided for amounts currently due and
deferred amounts arising from temporary differences between income for financial
reporting and income tax purposes.
10
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising Costs:
Advertising costs are expensed when incurred. Charges to
operations amounted to $435,395 and $198,288 for the three months ended March
31, 2005 and 2004 respectively.
Earnings (Loss) Per Share of Common Stock:
Historical net income (loss) per
share is computed using the weighted average number of shares of common shares
outstanding. Diluted earnings per share (EPS) include additional dilution from
common stock equivalents, such as stock issuable pursuant to the exercise of
stock options and warrants. Common stock equivalents were not included in the
computation of diluted earnings per share when the Company reports a loss
because to do so would be anti-dilutive for the periods presented.
The following is a reconciliation of the computation for basic and diluted EPS:
Three Months Ended
March 31 March 31
2005 2004
----------- -----------
Net Income (Loss) $ (538,210) $ 187,259
=========== ===========
Weighted-average common shares outstanding (Basic) 10,425,000 10,425,000
Weighted-average common stock equivalents:
Warrants 0 777,778
----------- -----------
Weighted-average common shares outstanding (Diluted) 10,425,000 11,202,778
=========== ===========
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain 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
reporting period. Actual results could differ from those estimates.
11
NOTE B - ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of receivables due from customers and dealers,
manufacturers, employees, and finance companies for contracts in transit and is
net of an allowance for doubtful accounts of $25,000 at March 31, 2005.
NOTE C - INVENTORIES
Inventories consisted of vehicles and parts and accessories.
NOTE D - FIXED ASSETS
Fixed assets consisted of the following:
March 31
2005
---------------
Fixtures and equipment $ 1,245,524
Vehicles 354,178
Leasehold improvements 282,108
---------------
1,881,810
Less accumulated depreciation 473,593
---------------
NET FIXED ASSETS $ 1,408,217
===============
Depreciation expense charged to operations amounted to $56,786 for the three
months ended March 31, 2005.
NOTE E - NOTES RECEIVABLE OFFICERS
Notes receivable officers consisted of advances to officers and advances to
companies that the officers own bearing interest at 6% with no stipulated
repayment terms. Interest income on these notes amounted to $3,875 for the three
months ended March 31, 2005. It is anticipated that the notes will be repaid by
December 31, 2005.
12
NOTE F - LINES OF CREDIT
The Company's has two $250,000 revolving lines of credit with a bank which
aggregate $500,000 at March 31, 2005. The revolving line of credit has no
stipulated repayment terms. These loans bear interest at 7.5% and prime plus one
percent (5.75% at March 31, 2005), respectively, and are collateralized by
substantially all of the Company's assets.
NOTE G - NOTES PAYABLE - FLOOR PLANS
The Company has various floor plan financing agreements aggregating $23,799,965
at March 31, 2005. Interest is payable monthly and fluctuates with prime and
varies based on the type of unit financed and the length of time the unit
remains on the floor plan (ranging from 3% to 18% at March 31, 2005). Principle
payments are due upon the sale of the specific unit financed. The floor plans
are collateralized by substantially all corporate assets.
NOTE H - NOTES PAYABLE
Notes payable consisted of a $925,000 loan payable to Kings Motorsports, Inc. at
March 31, 2005 for the purchase of the assets of Chicago Cycles, Inc. bearing
interest at 6%, payable in full April 30, 2005.
NOTE I - LONG-TERM DEBT
Long-term debt consisted of various notes aggregating $1,195,033 at March 31,
2005. This amount matures at various times ranging from 2005 to 2007, bearing
interest at various rates ranging from 5.75% to 6.85% per year. The notes are
collateralized by substantially all of the Company's assets.
13
NOTE J - INCOME TAXES
Income taxes (credit) consisted of the following:
2005
--------------
Federal:
Current $ 0
Deferred 28,900
--------------
28,900
--------------
State:
Current 0
Deferred 0
--------------
0
--------------
TOTAL $ 28,900
==============
Income taxes paid amounted to $68,000 for the three months ended March 31, 2005.
Deferred tax assets (liabilities) consisted of the following:
2005
--------------
Deferred tax liabilities - long-term:
Depreciation $ (37,400)
Deferred tax assets - current and long-term:
Allowance for doubtful accounts 8,500
--------------
TOTAL $ (28,900)
14
NOTE K - RELATED PARTY TRANSACTIONS
Related Party Transactions:
Accounts receivable, affiliates consisted
of the following:
2005
------------
Noninterest bearing advances to Marck's Real
Estate, LLC., a limited liability company
affiliated through common ownership
interest to be repaid within one year $ 65,823
============
Note receivable officers amounted to $146,190 at March 31, 2005 (See Note E).
The Company leases its Ohio subsidiary retail facility from a shareholder under
a five-year agreement with two five-year renewal terms. The Company guarantees
the debt on the building, which amounted to approximately $1,200,000 at March
31, 2005.
Charges to operations amounted to $57,000 for the three months ended March 31,
2005.
The following is a summary of future minimum lease payments under operating
leases that have initial or remaining noncancellable terms in excess of one year
as of March 31, 2005:
YEAR ENDING AMOUNT
----------- --------------
2005 $ 446,667
2006 693,333
2007 760,000
2008 793,333
2009 811,200
2010 828,336
--------------
$ 4,332,869
15
NOTE L - SUBSEQUENT EVENTS
The Company is moving its Chicago subsidiary to a building in Skokie, Illinois
in 2005. The Company entered into a ten-year lease with a ten-year renewal
option for the building on October 26, 2004 and is expected to move into the
building in May 2005. The payments on the lease will commence in July 2005 at a
monthly rent of $33,333 through May 2006 then increasing to $40,000 per month
from June 2006 through May 2007, $45,000 per month from June 2007 through May
2008, $46,667 from June 2008 through May 2009 and then increasing 3% annually
for the remaining term of the lease. The Company will also be liable for a
proportionate share of expenses and taxes over a specified amount.
The note payable consisting of $925,000 payable to Kings Motorsports, Inc. which
was due April 30, 2005 is currently being renegotiated; however, on May 3, 2005,
a principal payment in the amount of $75,000 was made to Kings Motorsports, Inc.
reducing the outstanding balance to $850,000. The parties have exchanged
proposals restructuring the note pursuant to a payment plan over an extended
period of time. Both parties are evaluating the proposals.
16
Item 2. Management's Discussion and Analysis or Plan of Operation
Certain statements in this report, including statements in the following
discussion, may constitute forward-looking statements made pursuant to the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995. The
Company would like to caution readers regarding certain forward-looking
statements in this document and in all of its communications to shareholders and
others, press releases, securities filings, and all other communications.
Statements that are based on management's projections, estimates and assumptions
are forward-looking statements. The words "believe," "expect," "anticipate,"
"intend," "will," and similar expressions generally identify forward-looking
statements. While the Company believes in the veracity of all statements made
herein, forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the Company, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies and known and unknown risks. Many of the
uncertainties and contingencies can affect events and the Company's actual
results and could cause its actual results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company.
General.
--------
Our goal is to become one of the largest dealers of power sports vehicles
in the United States through acquisitions and internal growth.
The motorsports industry is highly fragmented with an estimated 4,000
retail stores throughout the United States. We are attempting to capitalize upon
the consolidation opportunities available and increase its revenues and income
by acquiring additional dealers and improving its performance and profitability.
We plan to maximize the operating and financial performance of our
dealerships by achieving certain efficiencies that will enhance internal growth
and profitability. By consolidating our corporate and administrative functions,
we believe we can reduce overall expenses, simplify dealership management and
create economies of scale.
We will specifically target dealers in markets with strong buyer
demographics that, due to under-management or under-capitalization, are unable
to realize their market share potential and can benefit substantially from our
systems and operating strategy.
Together with our two wholly-owned subsidiaries, we own and operate two
retail power sports superstores. Our core brands include Suzuki, Yamaha, Honda,
Ducati and Kawasaki. Our superstores operate under the names "Andrews Cycles"
and "Chicago Cycles." Andrews Cycles is located in Salem, Ohio, has
approximately 50 employees as of December 31, 2004 and operates from an
approximately 35,000 square foot facility. Chicago Cycles is located in Chicago,
Illinois, has approximately 62 employees and operates from an approximately
30,000 square foot facility. In October 2004, we entered into a ten-year lease
for a new 94,000 square foot facility in Skokie, Illinois, for our Chicago
Cycles operations, which we intend to move into in May 2005.
17
Loan Transactions.
------------------
On April 30, 2004, we paid $1,675,000 of the purchase price for Chicago
Cycles by issuing to Kings Motorsports a 6% $1,675,000 aggregate principal
amount note (the "Note"), which Note matures as follows: (i) $500,000 on July
29, 2004, (ii) $250,000 on October 27, 2004, and (iii) the remaining $925,000,
plus accrued but unpaid interest on April 30, 2005. As of March 31, 2005, we had
paid the first two installments under the Note, in the aggregate amount of
$750,000. The Note is secured by a second lien on Chicago Cycles' assets, and
personally guaranteed by Russell Haehn and Gregory Haehn. Subsequent to March
31, 2005, the date of the financial statements included in this report, we made
a principal payment of $75,000 reducing the outstanding principal amount to
$850,000. We are currently negotiating an extended payment plan for the payment
of the outstanding balance.
To fund the amount payable at closing for Chicago Cycles, we borrowed
$1,250,000 from The Fifth Third Bancorp Bank (the "Bank"), pursuant to a term
loan. This loan, which initially matured on May 31, 2004, was refinanced with
the Bank through a term loan amortized over a 72 month period, but is payable in
full on May 31, 2007, bearing interest at the rate of 6.25% per annum. Our
payment obligations under this term loan also are personally guaranteed by
Russell Haehn and Gregory Haehn. This loan is also secured by a first priority
lien on all of our assets (including, without limitation, the Chicago Cycles
assets). As of March 31, 2005, the outstanding amount of this term loan,
including accrued interest thereon, was $1,175,000.
On April 20, 2004, pursuant to a $500,000 aggregate principal amount
promissory note bearing interest at the rate of fourteen (14%) percent per annum
(the "Bridge Note"), we received, from a third party, an aggregate principal
amount bridge loan (the "Bridge Loan"). All outstanding principal on the Bridge
Note was due on October 15, 2004. To secure the repayment of principal and
interest on the Bridge Note, each of Russell Haehn and Gregory Haehn (i) pledged
to the lender 150,000 shares (300,000 shares in the aggregate) of common stock
owned by each of them, and (ii) guaranteed all of our payment obligations to the
lender. As partial consideration for the Bridge Loan, we issued to the lender a
five-year warrant to purchase 100,000 shares of common stock, at an exercise
price of $2.25 per share. We also granted the lender certain piggyback
registration rights with respect to the shares of common stock underlying the
warrant. We used the $500,000 Bridge Loan proceeds for working and operating
capital. On October 15, 2004, we repaid $250,000 of the principal amount
outstanding under the Bridge Loan. Pursuant to a letter agreement entered into
with the lender on October 6, 2004, payment of the remaining $250,000 of
principal and all accrued interest thereon was extended until January 15, 2005.
We paid the lender $2,500 in consideration for the extension. We have not made
any additional payments of principal through the date of the filing of this
report, however, we have continued to make monthly interest payments at the rate
of 14% per annum and are currently negotiating a further extension for the
repayment of the remaining principal balance.
Revenue Recognition:
Vehicle Sales:
The Company records revenue when vehicles are delivered and title has
passed to the customer, when vehicle service or repair work is performed and
when parts are delivered. Sales promotions that are offered to customers are
accounted for as a reduction to the sales price at the time of sale. Incentives,
rebates and holdbacks offered by manufacturers directly to the Company are
recognized at the time of sale if they are vehicle specific, or as earned in
accordance with the manufacturer program rules and are recorded as a reduction
of cost of merchandise sold.
Finance, Insurance and Extended Service Revenues:
The Company arranges financing for customers through various financial
institutions and receives a commission from the lender equal to the difference
between the interest rates charged to customers and the interest rates set by
the financing institution.
18
The Company also receives commissions from the sale of various third party
insurance products to customers and extended service contracts. These
commissions are recorded as revenue at the time the customer enters into the
contract. The Company is not the obligor under any of these contracts. In the
case of finance contracts, a customer may prepay or fail to pay their contract,
thereby terminating the contract. Customers may also terminate extended service
contracts, which are fully paid at purchase, and become eligible for refunds of
unused premiums. In these circumstances, a portion of the commissions the
Company receives may be charged back based on the relevant terms of the
contracts. The revenue the Company records relating to commissions is net of an
estimate of the ultimate amount of chargebacks the Company will be required to
pay. Such estimates of chargeback experience are based on our historical
chargeback expense arising from similar contracts. The Company also acts as the
warrantor on certain extended service contracts and defers the revenue and
recognized it over the life of the contract on a straight-line basis.
Results of Operations.
----------------------
Revenues:
Revenues for the three months ended March 31, 2005 were $20,426,807 representing
an increase of $9,430,717 (86%) from the $10,996,090 reported for the three
months ended March 31, 2004. Our results were impacted significantly, in a
positive manner, by the acquisition of Chicago Cycles on April 30, 2004, and the
inclusion of the additional revenues generated by Chicago Cycles during the
three months ended March 31, 2005. Additionally, our sales increase can also be
attributed to our aggressive marketing and advertising campaigns.
Cost of Sales:
Cost of sales for the three months ended March 31, 2005 increased by
$9,016,928 (93%) from 2004. This increase reflects the additional cost of units
needed to realize the increase in sales, and is also significantly impacted by
the inclusion of the costs of Chicago Cycles' sales beginning in April 30, 2004.
Operating Expenses:
Selling, general and administrative expenses for the three months ended
March 31, 2005 were $2,382,155, an increase of $1,277,931 (116%) over the same
period in 2004. The aggregate increase in such costs were principally related to
(i) additional selling, general and administrative expenses relating to Chicago
Cycles, commencing April 30, 2004, including increases of approximately $385,000
in compensation payable to our salespersons and $250,000 in advertising
expenses, during the three months ended March 31, 2005 and (ii) an approximate
$100,000 increase in legal, accounting, auditing and other professional fees,
during the three months ended March 31, 2005, which additional fees were
primarily associated with the ongoing compliance and maintenance requirements of
being a public company. Interest expense increased approximately $85,127 to
$173,841 in the three months ended March 31, 2005 as compared to the same period
in 2004. This increase is primarily due to (i) interest payable by the Company
relating to the loans we acquired to pay for Chicago Cycles and the Bridge Loan,
and (ii) an increase in interest bearing floor plan inventory, and most
significantly the addition of the floor plan inventory of Chicago Cycles.
Operating Income (Loss):
We had a loss from operations before other income (expense) of $391,939
for the three month period ended March 31, 2005, as compared to income from
operations of $385,075 for the same period in 2004. This loss from operations
during the three months ended March 31, 2005, is a result of the substantial
increase in selling, general administration expenses, during such period, as
described above under Operating Expenses. Depreciation and amortization was
approximately $119,286 for the three months ended March 31, 2005, as compared to
$20,374 for the same period in 2004.
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Income (Loss) before Taxes:
We had a loss before provision for taxes, for the three months ended March
31, 2005 of $538,210, as compared with income before provision for taxes of
$297,259 for the same period in 2004. This loss during the three months ended
March 31, 2005, is a result of the substantial increase in selling, general
administration expenses, during such period, as described above under Operating
Expenses and the expenses related to the integration of Chicago Cycles' new
expanded location. We did not have taxable income for the three months ended
March 31, 2005, as compared to taxes of $110,000 for the same period in 2004.
Net Income (Loss):
We had a net loss of $538,210 for the three months ended March 31, 2005,
as compared to net income of $187,259 for the same period in 2004. As discussed
above, this loss during the three months ended March 31, 2005, is a result of
the substantial increase in selling, general administration expenses, during
such period, as described above under Operating Expenses.
Liquidity and Capital Resources.
--------------------------------
Our primary source of liquidity has been cash generated by operations and
borrowings under various credit facilities. At March 31, 2005, we had $616,986
in cash and cash equivalents, compared to $1,862,187 at December 31, 2004. Until
required for operations, our policy is to invest excess cash in bank deposits
and money market funds. Net working capital at March 31, 2005 was $(1,495,999)
compared to $(399,303) at December 31, 2004. The Company's negative net working
capital at March 31, 2005, was mostly attributable to its financing of the
acquisition of Chicago Cycles acquisition through short-term debt, as well as an
increase in floor plan financing, as a result of the additional inventory
acquired in the Chicago Cycles acquisition.
The Company receives floor plan financing from five different motorcycle
manufacturers for whom the Company sells the manufacturers' products. The
Company uses such floor plan financing to assist it in financing and carrying
the Company's inventory necessary to achieve the Company's sales goals. Such
manufacturer's collateral includes all unit inventory plus a general lien on all
assets of Andrews Cycles and Chicago Cycles.
The Company has acquired the loans described under the heading Loan
Transactions above. Although the Company believes that its current borrowing
facilities together with its cash generated from operations, will be adequate to
meet its working capital requirements for its current operating levels, the
Company may in the future attempt to raise additional financing through the sale
of its debt and/or equity securities.
Seasonality
-----------
Our two main products - motorcycles and all terrain vehicles ("ATVs") are
subject to seasonality. Traditionally, the motorcycle season begins in late
February or early March and runs until September. In September/October, the sale
of ATVs increases while motorcycle sales decrease.
20
Impact of Inflation.
--------------------
General inflation in the economy has driven the operating expenses of many
businesses higher, and, accordingly we have experienced increased salaries and
higher prices for supplies, goods and services. We continuously seek methods of
reducing costs and streamlining operations while maximizing efficiency through
improved internal operating procedures and controls. While we are subject to
inflation as described above, our management believes that inflation currently
does not have a material effect on our operating results, but there can be no
assurance that this will continue to be so in the future.
Critical Accounting Policy and Estimates.
-----------------------------------------
Our Management's Discussion and Analysis or Plan of Operation section
discusses our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America, as promulgated by the PCAOB. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other sources. These
accounting policies are described at relevant sections of this discussion and
analysis and in the notes to the consolidated financial statements included in
this annual report.
Item 3. Controls and Procedures
The term "disclosure controls and procedures" is defined in Rules
13a-15d-15e and 15d-15e of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). This term refers to the controls and procedures of a company
that are designed to ensure that information required to be disclosed by a
company in the reports that it files under the Exchange Act is recorded,
processed, summarized and reported within the required time periods. Our Chief
Executive Officer and our Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2004.
They have concluded that, as of that date, our disclosure controls and
procedures were effective at ensuring that required information will be
disclosed on a timely basis in our reports filed under the Exchange Act.
21
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable.
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibits (Filed herewith)
31.1 Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rule 13a-4(a))
31.2 Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rule 13a-4(a))
32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).
32.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).
(b) Reports on Form 8-K
None.
22
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.
GIANT MOTORSPORTS, INC.
Date: May 20, 2005 /s/ Russel A. Haehn
----------------------------------------------------
Name: Russell A. Haehn
Title: Chairman of the Board of Directors,
Chief Executive Officer, Secretary
and a Director
(Principal Executive Officer)
Date: May 20, 2005 /s/ Gregory A. Haehn
----------------------------------------------------
Name: Gregory A. Haehn
Title: President, Chief Operating Officer,
Treasurer, and a Director
(Principal Financial and Accounting
Officer)
23