UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended September 30, 2002
or
/ / Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934.
For the transition period from________ to
Commission File Number 0-23782
RENAISSANCE ENTERTAINMENT CORPORATION
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1094630
--------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
275 Century Circle, Suite 102, Louisville, Colorado 80027
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 664-0300
-------------------------------------------------------------------
(Registrant's telephone number, including area code)
----------
(Former Address)
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.
/X/ Yes / / No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 14, 2002, Registrant had 2,144,889 shares of common stock, $.03
Par Value, outstanding.
INDEX
Page
Number
------
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of September 30, 2002 (Unaudited)
and December 31, 2001 3
Statements of Operations for the Three Months
Ended September 30, 2002 and 2001
(Unaudited) 4
Statements of Operations for the Nine Months
Ended September 30, 2002 and 2001
(Unaudited) 5
Statements of Cash Flows for the Nine Months
Ended September 30, 2002 and 2001
(Unaudited) 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Controls and Procedures 14
Part II. Other Information 17
Certifications 19
----------
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-QSB entitled "Factors That May Affect Future Operating Results," which may
cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form
10-QSB are identified by words such as "believes," "anticipates," "expects,"
"intends," "may," "will" and other similar expressions. However, these words are
not the exclusive means of identifying such statements. In addition, any
statements which refer to expectations, projections or other characterizations
of future events or circumstances are forward-looking statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances occurring subsequent to the filing of this Form 10-QSB with the
Securities and Exchange Commission ("SEC"). Readers are urged to carefully
review and consider the various disclosures made by the Company in this report
and in the Company's other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the Company's
business.
2
RENAISSANCE ENTERTAINMENT CORPORATION
BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2002 2001
(UNAUDITED) (SEE NOTE 1)
------------- ------------
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 1,352,210 $ 834,257
Accounts receivable (net) 146,971 116,369
Notes receivable, current portion 4,198 17,816
Inventory 235,270 155,367
Prepaid expenses and other 983,673 365,499
TOTAL CURRENT ASSETS 2,722,322 1,489,308
Property and equipment, net of accumulated depreciation 2,963,515 2,709,091
Note receivable, long-term portion 96,286 110,862
Other assets 360,661 458,588
TOTAL ASSETS $ 6,142,784 $ 4,767,849
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 700,516 $ 468,309
Notes payable, current portion 314,402 313,780
Lease obligation payable, current portion 1,369 1,260
Unearned income 867,751 181,177
TOTAL CURRENT LIABILITIES 1,884,038 964,526
Lease obligation payable 3,978,050 3,978,802
Note payable, net of current portion 119,282 37,159
Other 163,044 203,167
TOTAL LIABILITIES 6,144,414 5,183,654
STOCKHOLDERS' EQUITY:
Common stock, $.03 par value, 50,000,000 shares
Authorized, 2,144,889 and 2,144,889 shares
issued and outstanding at September 30, 2002
and December 31, 2001 respectively 64,346 64,346
Additional paid-in capital 9,430,827 9,430,827
Accumulated earnings (deficit) (9,496,803) (9,910,978)
TOTAL STOCKHOLDERS' EQUITY (1,630) (415,805)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,142,784 $ 4,767,849
=========== ===========
The accompanying notes are an integral part of the financial statements.
3
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
SEPTEMBER 30
--------------------------
2002 2001
----------- -----------
REVENUE:
Sales $ 6,096,924 $ 7,107,549
Faire operating costs 1,816,718 2,137,096
Gross Profit 4,280,206 4,970,453
OPERATING EXPENSES:
Salaries 1,255,548 1,314,814
Depreciation and amortization 85,326 93,950
Advertising 840,622 889,818
Other operating expenses 1,105,885 1,373,422
Total Operating Expenses 3,287,381 3,672,004
Net Operating Income 992,825 1,298,449
Other Income (Expenses):
Interest income 7,462 19,284
Interest (expense) (130,296) (136,190)
Other income(expense) 9,712 2,374
Total Other (Expense) (113,122) (114,532)
Net Income before (Provision) 879,703 1,183,917
Credit for Income Taxes
(Provision) Credit for Income Taxes - -
NET INCOME TO COMMON STOCKHOLDERS $ 879,703 $ 1,183,917
=========== ===========
NET INCOME PER COMMON SHARE $ 0.41 $ 0.55
=========== ===========
Weighted Average Number of Common Share Outstanding 2,144,889 2,144,889
The accompanying notes are an integral part of the financial statements.
4
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30
---------------------------
2002 2001
----------- ------------
REVENUE:
Sales $ 9,884,722 $ 10,785,396
Faire operating costs 2,697,997 3,131,654
Gross Profit 7,186,725 7,653,742
OPERATING EXPENSES:
Salaries 2,597,308 2,656,561
Depreciation and amortization 230,047 276,110
Advertising 1,313,214 1,306,467
Other operating expenses 2,315,255 2,467,683
Total Operating Expenses 6,455,824 6,706,821
Net Operating Income 730,901 946,921
Other Income (Expenses):
Interest income 47,760 54,063
Interest (expense) (392,914) (410,664)
Other income(expense) 28,428 1,484
Total Other (Expense) (316,726) (355,117)
Net Income before (Provision) 414,175 591,804
Credit for Income Taxes
(Provision) Credit for Income Taxes - -
NET INCOME TO COMMON STOCKHOLDERS $ 414,175 $ 591,804
=========== ============
NET INCOME PER COMMON SHARE $ 0.19 $ 0.28
Weighted Average Number of Common Shares Outstanding 2,144,889 2,144,889
The accompanying notes are an integral part of the financial statements.
5
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30
--------------------------
2002 2001
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 414,175 $ 591,804
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 230,047 276,110
Gain(loss) on disposal of assets (3,537)
(INCREASE)DECREASE IN:
Accounts receivable (30,602) (184,168)
Notes receivable 28,194 13,217
Inventory (79,903) (93,669)
Prepaid expenses and other (520,247) (770,748)
INCREASE (DECREASE) IN:
Accounts payable and accrued expenses 232,207 791,824
Unearned revenue and other 646,451 426,870
TOTAL ADJUSTMENTS 506,147 455,899
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 920,322 1,047,703
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in property and equipment (484,471) 829,713
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (484,471) 829,713
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued and additional paid-in capital - -
Proceeds from notes payable 101,250 27,837
Principal payments on notes payable (19,148) (1,168,256)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 82,102 (1,140,419)
NET INCREASE (DECREASE) IN CASH 517,953 736,997
CASH, BEGINNING OF PERIOD 834,257 1,002,804
CASH, END OF PERIOD $ 1,352,210 $ 1,739,801
=========== ============
INTEREST PAID $ (392,914) $ (410,664)
=========== ============
INCOME TAX PAID(REFUND) - -
=========== ============
The accompanying notes are an integral part of the financial statements.
6
RENAISSANCE ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2002 (Unaudited)
1. UNAUDITED STATEMENTS
The balance sheet as of September 30, 2002, the statements of operations
and the statements of cash flows for the nine month periods ended September
30, 2002 and 2001, have been prepared by the Renaissance Entertainment
Corp. (Company) without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures, normally included in the financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America, have been condensed or omitted as allowed by such rules
and regulations, and the Company believes that the disclosures are adequate
to make the information presented not misleading. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to fairly present the financial position, results of
operations and changes in financial position at September 30, 2002 and for
all periods presented, have been made.
It is suggested that these statements be read in conjunction with the
December 31, 2001 audited financial statements and the accompanying notes
included in the Company's Annual Report on Form 10-KSB, filed with the
Securities and Exchange Commission.
2. CALCULATION OF EARNINGS (LOSS) PER SHARE
The earnings (loss) per share is calculated by dividing the net income
(loss) to common stockholders by the weighted average number of common
shares outstanding.
3. BASIS OF PRESENTATION - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplates continuation of the Company as a going concern. However,
the Company has suffered recurring losses from operations and has a
negative stockholders' equity that raise substantial doubts about its
ability to continue as a going concern. Management is attempting to raise
additional capital.
In view of these matters, realization of certain assets in the accompanying
balance sheet is dependent upon continued operations of the Company which,
in turn, is dependent upon the Company's ability to meet its financial
requirements, raise additional capital as needed, and the success of its
future operations.
Management believes that its ability to raise additional capital provides
an opportunity for the Company to continue as a going concern.
4. COMMITMENTS
Effective April 2002, the Company entered into a 20-year lease agreement
with a related party for its New York Faire site. Lease payments are
$425,000 for years 1 through 5, $435,000 for years 6 through 15, and
$450,000 for years 16 through 20. The leased property includes a ski
center, which is not expected to generate significant income until 2003.
The Company estimates that expenses of approximately $650,000 will be
incurred in 2002 in
7
connection with this ski center. At the option of the lessor, the ski
center could be sold and lease payments reduced.
The Company's lease for its Southern California Faire site requires the
Company to complete certain capital projects over the term of the lease.
The Company estimates that the cost of the capital projects for 2002 will
be approximately $250,000.
On May 3, 2002, the Company signed a long-term lease for the Northern
California Faire. The new site for the Northern Faire is located at Casa de
Fruta, near Gilroy, California. The lease is for 20 years, 5-years with a
15-year extension. Lease payments in the first year include $1.00 per
patron with a $150,000 minimum and increasing each year thereafter.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements, including the footnotes for the fiscal period
ended December 31, 2001.
The Company presently owns and produces four Renaissance Faires: the Bristol
Renaissance Faire in Kenosha, Wisconsin, serving the Chicago/Milwaukee
metropolitan region; the Northern California Renaissance Pleasure Faire, serving
the San Francisco Bay and San Jose metropolitan areas; the Southern California
Renaissance Pleasure Faire in Devore, California serving the greater Los Angeles
metropolitan area; and the New York Renaissance Faire serving the New York City
metropolitan area.
The Renaissance Faire is a re-creation of a Renaissance village, a fantasy
experience transporting the visitor back into sixteenth century England. This
fantasy experience is created through authentic craft shops, food vendors and
continuous live entertainment throughout the day, both on the street and stage,
including actors, jugglers, jousters, magicians, dancers and musicians.
On June 27, 2000, the Company signed a twenty-year lease with San Bernardino
County Parks and Recreation Department, securing a long-term home for the
Southern California Renaissance Faire. The Company's long-term lease for the
Bristol Faire site expires in 2017.
On April 1, 2002, Faire Partners, Ltd., the Company's landlord for the Wisconsin
site, purchased property in New York from Sterling Forest Corporation. The
property has long been the home of the New York Renaissance Faire. In April,
2002, Faire Partners Ltd. leased the property to the Company on a twenty-year
term with rent payments of $425,000 in years 1 through 5, $435,000 years 6
through 15 and $450,000 for lease years 16 through 20. The leased property
includes the a site for a Ski Center. The Company anticipates opening a Ski
Center for the 2002/2003 ski season. The lease allows Faire Partners to sell the
property on which the ski area operates. Should Faire Partners sell the
property, the lease provides that the Company's rent payments and the buyout
provision would be decreased in an amount proportional to the selling price of
the property. Although the Ski Center will not generate significant revenue
until 2003, the Company will incur ongoing expenses throughout 2002. The Ski
Center generated approximately $270,000 in expenses during the second and third
quarters of 2002. The Company estimates expense for the fourth quarter will
total approximately $380,000.
On May 3, 2002, the Company signed a long-term lease for the Northern California
Faire. The new site for the Northern Faire is located at Casa de Fruta, near
Gilroy, California. The lease is for 20 years, 5-years with a 15-year extension.
Lease payments in the first year include $1.00 per patron with a $150,000
minimum and increasing each year thereafter.
8
The Company had a working capital surplus of $838,284 as of September 30, 2002.
While the Company believes that it has adequate capital to fund anticipated
operations for 2002, it believes it may need additional capital for future
fiscal periods. See "LIQUIDITY AND CAPITAL RESOURCES."
THREE MONTHS ENDED SEPTEMBER 30, 2002, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001
The following factors should be considered when reading the following income
statement analysis. As of September 30, 2002 the Company's Southern California,
Wisconsin and New York Faires had finished their operating season and the
Northern California Faire had operated three of six weekends. The Company's
Renaissance Faires operated the same number of weekends in 2002 as 2001, with
the exception of the New York Faire and Northern California Faire. The New York
Faire operated seven weekends in 2002 as compared to eight in 2001. The Northern
California Faire was relocated to Casa de Fruta in Hollister, California in
2002. As of September 30, 2001, the Faire had operated six of eight weekends,
while in 2002 it had operated three of six weekends. During 2002, the Company
began operating the Sterling Forest Ski Center and incurred ongoing expenses
that were not experienced in 2001.
Revenues decreased $1,010,625 or 14% from $7,107,549, in 2001 to $6,096,924 in
2002. In 2002, both the Wisconsin and Southern California Faires experienced an
increase in attendance. The New York and Northern California Faires experienced
a decrease in overall attendance that largely explains the decline in revenue.
The decrease in attendance at the New York Faire was weather related, with
inclement weather affecting nine out of fifteen days of operation. The Northern
California Faire attendance was down 7.5% as of September 30, 2002 as compared
to 2001, and was affected by its relocation and the aforementioned revised
schedule of operations. As of this date, revenue has not been recognized for the
Ski Center as its operating season does not begin until December 2002 or January
2003, depending on weather conditions.
Cost of sales decreased $320,378 or 15%, from $2,137,096 in 2001 to $1,816,718
in 2002. This decrease directly relates to a decline in entertainment,
merchandise, beverage and other production expenses consistent with lower
attendance and fewer operational weekends at the New York and Northern
California Faires. Cost of sales for the Ski Center were approximately $17,000
for the three months ended September 30, 2002.
Operating expenses (year-round operating costs and corporate overhead) decreased
$384,623 or 10%, from $3,672,004 in 2001 to $3,287,381 in 2002. The Company
incurred approximately $105,000 in operating expenses for the Ski Center during
the third quarter of 2002.
Of the operating expenses, salaries decreased 5%, from $1,314,814 in 2001 to
$1,255,548 in 2002 reflecting a $59,266 decrease for the 2002 period as compared
to the 2001 period. Advertising expense showed a decrease of $49,196 or 6%, from
$889,818 in 2001 to $840,622 in 2002. Depreciation and amortization decreased
9%, from $93,950 in 2001 to $85,326 in 2002. Other operating expenses (all other
general and administrative expenses of the Company) decreased $267,537 or 19%,
from $1,373,422 in 2001 to $1,105,885 in 2002. Advertising, salaries and other
operating expenses decreased largely due to the revised schedule of operations
for the Northern California Faire as well as the New York Faire operating one
weekend less in 2002 as compared to 2001. In addition, at the end of the third
quarter of 2002, rent for the Northern California Faire was approximately
$175,000 less than 2001, based on the new schedule of rent payments.
As a result of the foregoing, net operating income (before interest charges and
other income) decreased 24% from $1,298,449 for the 2001 period to $992,825 for
the 2002 period.
9
A 4% decrease in interest expense from $136,190 in 2001 to $130,296 in 2002
resulted from a decrease in the amount of debt held by the Company over the one
year period.
Other income, including interest, decreased $4,484, from income of $21,658 in
2001 to income of $17,174 in 2002. This decrease is largely the result of a
reduction in interest earned on the Company's investments due to economic
conditions over the past twelve months.
Combining net operating income with other income/expense resulted in a $304,214
decrease in net income before taxes, from income of $1,183,917 for the 2001
period to an income of $879,703 for the 2002 period.
Net income to common stockholders also decreased $304,214, from $1,183,917 for
the 2001 period to $879,703 for the 2002 period. Finally, net income per common
share decreased from $.55 for the 2001 period to $.41 for the 2002 period, based
on 2,144,889 weighted average shares outstanding in the years 2001 and 2002.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001
The following factors should be considered when reading the following income
statement analysis. As of September 30, 2002 the Company's Southern California,
Wisconsin and New York Faires had finished their operating season and the
Northern California Faire had operated three of six weekends. The Company's
Renaissance Faires operated the same number of weekends in 2002 as 2001, with
the exception of the New York Faire and Northern California Faire. The New York
Faire operated seven weekends in 2002 as compared to eight in 2001. The Northern
California Faire was relocated to Casa de Fruta in Hollister, California in
2002. As of September 30, 2001, the Faire had operated six of eight weekends,
while in 2002 it had operated three of six weekends. During 2002, the Company
began operating the Sterling Forest Ski Center and incurred ongoing expenses
that were not experienced in 2001.
Revenues decreased $900,674 or 8%, from $10,785,396 in 2001 to $9,884,722 in
2002. In 2002, both the Wisconsin and Southern California Faires experienced an
increase in attendance. The New York and Northern California Faires experienced
a decrease in overall attendance that largely explains the decline in revenue.
The decrease in attendance at the New York Faire was weather related, with
inclement weather affecting nine out of fifteen days of operation. The Northern
California Faire attendance was down 7.5% as of September 30, 2002 as compared
to 2001, and was affected by its relocation and the aforementioned revised
schedule of operations. As of this date, revenues has not been recognized for
the Ski Center as its operating season does not begin until December 2002 or
January 2003 depending on weather conditions.
Cost of sales decreased $433,657 or 14%, from $3,131,654 in 2001 to $2,697,997
in 2002. This decrease directly relates to a decline in entertainment,
merchandise, beverage and other production expenses consistent with lower
attendance and fewer operational weekends at the New York and Northern
California Faires. Cost of sales for the Ski Center were approximately $28,000
for the nine months ended September 30, 2002.
Operating expenses (year-round operating costs and corporate overhead) decreased
$250,997 or 4%, from $6,706,821 in 2001 to $6,455,824 in 2002. The Company
incurred approximately $240,000 in operating expenses for the Ski Center for the
nine months ended September 30, 2002.
10
Of the operating expenses, salaries decreased 2%, from $2,656,561 in 2001 to
$2,597,308 in 2002 reflecting a $59,253 decrease for the 2002 period as compared
to the 2001 period. Advertising expense showed an increase of $6,747 or 1%, from
$1,306,467 in 2001 to $1,313,214 in 2002. Depreciation and amortization
decreased 17%, from $276,110 in 2001 to $230,047 in 2002. Other operating
expenses (all other general and administrative expenses of the Company)
decreased $152,428 or 6%, from $2,467,683 in 2001 to $2,315,255 in 2002.
Salaries and other operating expenses decreased largely due to the revised
schedule of operations for the Northern California Faire, as well as the New
York Faire operating one weekend less in 2002 as compared to 2001. In addition,
at the end of the third quarter of 2002, rent for the Northern California Faire
was approximately $175,000 less than 2001, based on the new schedule of rent
payments.
As a result of the foregoing, net operating income (before interest charges and
other income) decreased 23% from $946,921 for the 2001 period to $730,901 for
the 2002 period.
A 4% decrease in interest expense from $410,664 in 2001 to $392,914 in 2002
resulted from a decrease in the amount of debt held by the Company over the one
year period.
Other income, including interest income, increased $20,641, from income of
$55,547 in 2001 to income of $76,188 in 2002.
Combining net operating income with other income/expense resulted in a $177,629
decrease in net income before taxes, from income of $591,804 for the 2001 period
to an income of $414,175 for the 2002 period.
Net income to common stockholders also decreased $177,629, from $591,804 for the
2001 period to $414,175 for the 2002 period. Finally, net income per common
share decreased from $.28 for the 2001 period to $.19 for the 2002 period, based
on 2,144,889 weighted average shares outstanding in the years 2001 and 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital surplus increased during the nine months ended
September 30, 2002, from $524,782 at December 31, 2001 to $838,284 at September
30, 2002. The Company's working capital requirements are greatest during the
period from January 1 through May 1, when it is incurring start-up expenses for
its first Faire of the season, the Southern California Faire.
During the first four months of fiscal 2002, the Company raised capital in the
amount of $100,000 through the issuance of 12% subordinated promissory notes.
The funds were provided by Charles S. Leavell, Chairman of the Board of
Directors ($50,000), and a party affiliated with the Chairman of the Board. The
notes were issued in units, each unit consisting of two promissory notes of
equal principal, identical in nature except that one note is convertible to
common stock at a price of $0.30 per share. Interest is due and payable
quarterly and the notes mature August 31, 2003.
During fiscal 2000, the Company raised capital in the amount of $575,000 through
the issuance of 12% subordinated promissory notes. The funds were provided by
Charles S. Leavell, Chairman of the Board of Directors ($250,000), J. Stanley
Gilbert, President and Director ($225,000), and one other investor. The notes
were issued in units, each unit consisting of two promissory notes of equal
principal, identical in nature except that one note is convertible to common
stock at a price of $0.30 per share. Interest was due and payable quarterly and
the notes matured August 31, 2001. On the maturity date, the non-convertible
portion of the notes were retired. The maturity date for the convertible portion
of the notes were extended until November 30, 2002 under the same terms and
11
conditions as the original offer and it is contemplated that they may be
extended again to August 31, 2003.
While the Company believes it has adequate capital to fund anticipated
operations for fiscal 2002, it will be required to raise additional capital by
March of 2003 if the notes due November 30, 2002 are not extended and if the
notes are extended, may still be required to raise additional capital for 2003
depending on the operation of the Ski Center.
Reviewing the change in financial position over the six months, current assets,
largely comprised of cash and prepaid expenses, increased from $1,489,308 at
December 31, 2001 to $2,722,322 at September 30, 2002, an increase of $1,233,014
or 83%. Of these amounts, cash and cash equivalents increased from $834,257 at
December 31, 2001 to $1,352,210 at September 30, 2002. Accounts receivable
increased from $116,369 at December 31, 2001 to $146,971 at September 30, 2002.
Inventory increased from $155,367 at December 31, 2001 to $235,270 at September
30, 2002. Prepaid expenses (expenses incurred on behalf of the Faires) increased
from $365,499 at December 31, 2001 to $983,673 at September 30, 2002. These
costs are expensed once the Faires are operating.
Current liabilities increased from $964,526 at December 31, 2001, to $1,884,038
at September 30, 2002, an increase of $919,512 or 95%. Accounts payable and
accrued expenses increased $232,207 or 50% from $468,309 at December 31, 2001 to
$700,516 at September 30, 2002. Unearned income, which consists of the sale of
admission tickets to upcoming Faires, passes for the Sterling Forest Ski Center
and deposits received from craft vendors for future Faires, increased from
$181,177 at December 31, 2001 to $867,751 at September 30, 2002. Approximately
$180,000 unearned income is associated with the Sterling Forest Ski Center. This
revenue is recognized once the Faires and the Ski Center are operating. The
Company's notes payable account for $315,771 of the total current liabilities at
September 30, 2002. This amount is largely attributable to the aforementioned
subordinated promissory notes that mature in November, 2002 and August, 2003.
Stockholders' Equity increased from ($415,805) at December 31, 2001 to ($1,630)
at September 30, 2002, an increase of $414,175. This increase is due to the net
income earned during the nine months.
Although inflation can potentially have an effect on financial results, during
2001 and the first nine months of fiscal 2002 it caused no material effect on
the Company's operations, since the change in prices charged by the Company and
by the Company's vendors has not been significant.
The lease with the County of San Bernardino for the Southern California Faire
requires the Company to complete certain capital projects. These projects
include items such as the construction of a perimeter fence, developing flower
and water gardens, planting grass and trees, installing infrastructure and
constructing buildings for use at the Faire. The Company has completed the
projects outlined for 2002. The Company has no additional significant
commitments for capital expenses during the fiscal year ending December 31,
2002. See "Factors That May Affect Future Operating Results-Need for Additional
Capital" regarding the Company's financing requirements.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
In addition to the other information contained in this report, prospective
investors should carefully consider the following factors in evaluating the
Company and its business.
RECENT LOSSES. The Company has incurred operating losses in all fiscal
periods since 1995 except fiscal 2000. For the nine months ended September 30,
2002, the Company reported a net
12
profit of $414,175. There is no assurance that the Company will be profitable in
any subsequent period.
NEED FOR ADDITIONAL CAPITAL. The Company had a working capital surplus of
$838,284 as of September 30, 2002. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS." Based on the Company's planned
operations for 2002, the Company believes it has adequate capital to fund
operations and fund required capital expenditures during the 2002 fiscal year.
To the extent that operations do not provide the necessary working capital or
notes due November 30, 2002 in the amount of $287,500 are not extended, the
Company will need to obtain additional capital for 2003 and future fiscal
periods. Additional capital may be sought through borrowings or from additional
equity financing. Such additional equity financing may result in additional
dilution to investors. In any case, there can be no assurance that additional
capital can be satisfactorily obtained, if and when required.
STERLING FOREST SKI CENTER. The property that the Company leases in New
York includes a site for a Ski Center. The Company anticipates opening the Ski
Center in December of this year for the 2002/2003 ski season. The Ski Center
will not generate significant revenue until 2003, but the Company will incur
ongoing expenses throughout 2002. The Ski Center generated approximately
$270,000 in expenses during the second and third quarter of 2002. The Company
estimates expenses for the fourth quarter will total approximately $325,000.
During the year ended December 31, 2002, these expenses will negatively affect
the reported results of operations for the Company because expenses will be
ongoing while very little revenue will be recognized until 2003.
COMPETITION. The Company faces significant competition from numerous
organizations throughout the country which offer Renaissance Faires and other
entertainment events, including amusement parks, theme parks, local and county
fairs and festivals, some of which possess significantly greater resources than
the Company, and in many cases, greater expertise and industry contacts. The
Company estimates that there are currently 20 major Renaissance Faires produced
each year. In addition, the Company estimates that there are 100 minor
Renaissance Faire events held throughout the United States each year, ranging in
duration from one day to two weekends.
LACK OF TRADEMARK PROTECTION. Because of the large number of existing
Renaissance Faires, the Company is not able to rely upon trademark or service
mark protection for the name "Renaissance Faire." As a result, there is no
protection against others using the name "Renaissance Faire" for the production
of entertainment events similar to those produced by the Company. The Company's
own Faires could be negatively impacted by association with substandard
productions.
PUBLIC LIABILITY AND INSURANCE. As a producer of a public entertainment
event, the Company has exposure for claims of personal injury and property
damage suffered by visitors to the Faires. To date, the Company has experienced
only minimal claims, which it has been able to resolve without litigation. The
Company maintains comprehensive liability insurance which it considers to be
adequate against this risk; however, there can be no assurance that a
catastrophic event or claim, which could result in damage or liability in excess
of this coverage, will not occur.
DEPENDENCE UPON VENDORS. A substantial portion of the Company's revenues
generated at each Faire is derived from arrangements that the Company has with
vendors who construct elaborate booths at the Faires and sell a variety of food,
crafts and souvenirs. This arrangement consists of either a fixed rental or a
percent of revenues paid by the vendors to the Company. In either case, the
success of a Faire is dependent upon the Company's ability to attract
responsible vendors who sell high quality goods.
13
SEASONALITY. The Company's Renaissance Faires are located in traditionally
seasonal areas that attract the greatest number of visitors during the warm
weather months in the spring, summer, and early fall. With the anticipated
operation of the Sterling Forest Ski Center in New York, the potential for
counter-seasonal revenue may help smooth the seasonality of the Company's
revenue stream from the Renaissance Faires. Unless the Company acquires or
develops additional Faire sites or other events in areas that are
counter-seasonal to the present sites located in temperate climates, the
Company's revenues and income will be highly concentrated from April through
October 31st of each year.
DEPENDENCE UPON WEATHER. Each Renaissance Faire operated by the Company is
scheduled for a finite period, typically consecutive weekends during a seven to
nine-week period, which are determined substantially in advance in order to
facilitate advertising and other promotional efforts. The success of each Faire
is directly dependent upon public attendance, which is directly affected by
weather conditions. While each of the Company's Faires are open, rain or shine,
poor weather, or even the forecast of poor weather can result in substantial
declines in attendance and, as a result, loss of revenues. Further, as the
Renaissance Faires are outdoor events, they are vulnerable to severe weather
conditions that can cause damage to the Faire's infrastructure and buildings, as
well as injuries to patrons and employees. Risks associated with the weather are
beyond anyone's control, but have a direct and material impact upon the relative
success or failure of a given Faire.
LICENSING AND OTHER GOVERNMENTAL REGULATION. For each Faire operated by the
Company, it is necessary to apply for and obtain permits and other licenses from
local governmental authorities regulating service of alcoholic beverages,
service of food, health, sanitation, and other matters at the Faire sites. Each
governmental jurisdiction has it's own regulatory requirements that can impose
unforeseeable delays or impediments in preparing for a Faire production. While
the Company has been able to obtain all necessary permits and licenses in the
past, there can be no assurance that future changes in governmental regulation
or the adoption of more stringent requirements may not have a material adverse
impact upon the Company's future operations.
FAIRE SITES. The Company has long-term leases for all four of its
Renaissance Faires. The terms and conditions of each lease vary by location, and
to a large extent, are beyond the control of the Company. The Company's
dependence upon leasing Faire sites creates a certain risk of fluctuation in the
Company's operations from year to year.
CONTROLS AND PROCEDURES
QUARTERLY EVALUATION OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS. Within the 90
days prior to the date of this Quarterly Report on Form 10-QSB, we evaluated the
effectiveness of the design and operation of our "disclosure controls and
procedures" (Disclosure Controls), and our "internal controls and procedures for
financial reporting" (Internal Controls). This evaluation (the Controls
Evaluation) was done under the supervision and with the participation of our
Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Rules adopted
by the SEC require that in this section of the Quarterly Report we present the
conclusions of the CEO and the CFO about the effectiveness of our Disclosure
Controls and Internal Controls based on and as of the date of the Controls
Evaluation.
CEO AND CFO CERTIFICATIONS. Appearing immediately following the signatures
section of this Quarterly Report there are two separate forms of
"Certifications" of the CEO and the CFO. The first form of Certification is
required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certification). This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the Section 302 Certifications and
14
this information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS. Disclosure Controls are procedures
that are designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934
(Exchange Act), such as this Quarterly Report, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Disclosure Controls are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure. Internal Controls are
procedures which are designed with the objective of providing reasonable
assurance that (1) our transactions are properly authorized; (2) our assets are
safeguarded against unauthorized or improper use; and (3) our transactions are
properly recorded and reported, all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. Our management, including the CEO
and CFO, does not expect that our Disclosure Controls or our Internal Controls
will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control. The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
SCOPE OF THE CONTROLS EVALUATION. The CEO/CFO evaluation of our Disclosures
Controls and our Internal Controls included a review of the controls' objectives
and design, the controls' implementation by the company and the effect of the
controls on the information generated for use in this Quarterly Report. In the
course of the Controls Evaluation, we sought to identify data errors, controls
problems or acts of fraud and to confirm that appropriate corrective action,
including process improvements, were being undertaken. This type of evaluation
will be done on a quarterly basis so that the conclusions concerning controls
effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual
Report on Form 10-KSB. Our Internal Controls are also evaluated on an ongoing
basis by our accounting department and by our independent auditors in connection
with their audit and review activities. The overall goals of these various
evaluation activities are to monitor our Disclosure Controls and our Internal
Controls and to make modifications as necessary.
Among other matters, we sought in our evaluation to determine whether there were
any "significant deficiencies" or "material weaknesses" in the company's
Internal Controls, or whether the company had identified any acts of fraud
involving personnel who have a significant role in the company's
15
Internal Controls. This information was important both for the Controls
Evaluation generally and because items 5 and 6 in the Section 302 Certifications
of the CEO and CFO require that the CEO and CFO disclose that information to our
Board's Audit Committee and to our independent auditors and to report on related
matters in this section of the Quarterly Report. In the professional auditing
literature, "significant deficiencies" are referred to as "reportable
conditions"; these are control issues that could have a significant adverse
effect on the ability to record, process, summarize and report financial data in
the financial statements. A "material weakness" is defined in the auditing
literature as a particularly serious reportable condition where the internal
control does not reduce to a relatively low level the risk that misstatements
caused by error or fraud may occur in amounts that would be material in relating
to the financial statements and not be detected within a timely period by
employees in the normal course of performing their assigned functions. We also
sought to deal with other controls matters in the Controls Evaluation, and in
each case if a problem was identified, we considered what revision, improvement
and/or correction to make in accord with our on-going procedures.
In accord with SEC requirements, the CEO and CFO note that, since the date of
the Controls Evaluation to the date of this Quarterly Report, there have been no
significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
CONCLUSIONS. Based upon the Controls Evaluation, our CEO/CFO has concluded that,
subject to the limitations noted above, our Disclosure Controls are effective to
ensure that material information relating to Renaissance Entertainment
Corporation is made known to management, including the CEO/CFO, particularly
during the period when our periodic reports are being prepared, and that our
Internal Controls are effective to provide reasonable assurance that our
financial statements are fairly presented in conformity with generally accepted
accounting principles.
16
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
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) Reports of Form 8-K
The Company was not required to file a report on Form 8-K
during the quarter ended September 30, 2002.
17
SIGNATURE
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.
RENAISSANCE ENTERTAINMENT CORPORATION
Dated: NOVEMBER 14, 2002 /s/ Charles S. Leavell
-----------------------------------------
Charles S. Leavell, Chief Executive and
Chief Financial Officer
/s/ Sue E. Brophy
-----------------------------------------
Sue E. Brophy, Chief Accounting Officer
18
CERTIFICATIONS
I, Charles S. Leavell, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Renaissance
Entertainment Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
materials respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly
19
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002
/s/ Charles S. Leavell
---------------------------------------------
Charles S. Leavell
Chief Executive and Chief Financial Officer
The undersigned hereby certifies, for the purposes of Section 1350 of
Chapter 63 of Title XVIII of the United States Code, in his capacity as an
officer of Renaissance Entertainment Corporation, that, to his knowledge, the
Quarterly Report of Renaissance Entertainment Corporation on Form 10-QSB for the
period ended September 30, 2002, fully complies with the requirements of Section
13a of the Securities Exchange Act of 1934 and that the information contained in
such report fairly represents, in all material respects, the financial condition
and results of operation of Renaissance Entertainment Corporation.
/s/ Charles S. Leavell
--------------------------------------------
Charles S. Leavell
Chief Executive and Chief Financial Officer
Date: November 14, 2002
20