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, 2001
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
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(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 13, 2001, 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, 2001 (Unaudited)
and December 31, 2000 3
Statements of Operations for the Three Months
Ended September 30, 2001 and 2000
(Unaudited) 4
Statements of Operations for the Nine Months
Ended September 30, 2001 and 2000
(Unaudited) 5
Statements of Cash Flows for the Nine Months
Ended September 30, 2001 and 2000
(Unaudited) 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information 15
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
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------- ------------
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 1,739,801 $ 1,002,804
Accounts receivable (net) 191,454 7,286
Notes receivable, current portion 17,378 17,400
Inventory 198,201 104,532
Prepaid expenses and other 851,130 258,121
------------- ------------
TOTAL CURRENT ASSETS 2,997,964 1,390,143
Property and equipment, net of accumulated depreciation 2,864,924 3,914,210
Note receivable, long-term portion 115,484 128,679
Goodwill 380,115 418,122
Other assets 936,050 773,303
------------- ------------
TOTAL ASSETS $ 7,294,537 $ 6,624,457
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,350,086 $ 558,261
Notes payable, current portion 314,586 1,370,836
Unearned income 664,036 193,668
------------- ------------
TOTAL CURRENT LIABILITIES 2,328,708 2,122,765
Lease obligation payable 4,010,238 3,991,494
Note payable, net of current portion 42,967 145,880
Other 203,367 246,865
------------- ------------
TOTAL LIABILITIES 6,585,280 6,507,004
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, 2001
and December 31, 2000 respectively 64,346 64,346
Additional paid-in capital 9,430,827 9,430,827
Accumulated earnings (deficit) (8,785,916) (9,377,720)
TOTAL STOCKHOLDERS' EQUITY 709,257 117,453
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,294,537 $ 6,624,457
============= ============
The accompanying notes are an integral part of the financial statements.
3
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
SEPTEMBER 30
--------------------------------
2001 2000
----------- -----------
REVENUE:
Sales $ 7,107,549 $ 7,083,007
Faire operating costs 2,137,096 1,787,769
Gross Profit 4,970,453 5,295,238
OPERATING EXPENSES:
Salaries 1,314,814 1,191,446
Depreciation and amortization 93,950 93,676
Advertising 889,818 796,491
Other operating expenses 1,373,422 1,175,722
----------- -----------
Total Operating Expenses 3,672,004 3,257,335
Net Operating Income 1,298,449 2,037,903
Other Income (Expenses):
Interest income 19,284 28,700
Interest (expense) (136,190) (161,255)
Other income(expense) 2,374 19,482
----------- -----------
Total Other (Expense) (114,532) (113,073)
Net Income before (Provision) 1,183,917 1,924,830
Credit for Income Taxes
(Provision) Credit for Income Taxes -- --
NET INCOME TO COMMON STOCKHOLDERS $ 1,183,917 $ 1,924,830
=========== ===========
NET INCOME PER COMMON SHARE $ 0.55 $ 0.90
=========== ===========
Weighted Average Number of Common Shares
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
----------------------------------
2001 2000
------------ ------------
REVENUE:
Sales $ 10,785,396 $ 10,937,567
Faire operating costs 3,131,654 3,007,103
Gross Profit 7,653,742 7,930,464
OPERATING EXPENSES:
Salaries 2,656,561 2,505,506
Depreciation and amortization 276,110 268,461
Advertising 1,306,467 1,188,825
Other operating expenses 2,467,683 2,135,154
------------ ------------
Total Operating Expenses 6,706,821 6,097,946
Net Operating Income 946,921 1,832,518
Other Income (Expenses):
Interest income 54,063 60,143
Interest (expense) (410,664) (458,801)
Other income(expense) 1,484 (114,307)
------------ ------------
Total Other (Expense) (355,117) (512,965)
Net Income before (Provision) 591,804 1,319,553
Credit for Income Taxes
(Provision) Credit for Income Taxes -- --
NET INCOME TO COMMON STOCKHOLDERS $ 591,804 $ 1,319,553
============ ============
NET INCOME PER COMMON SHARE $ 0.28 $ 0.62
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
--------------------------------
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 591,804 $ 1,319,553
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 276,110 268,461
Gain(loss) on disposal of assets (3,537) 3,652
(INCREASE)DECREASE IN:
Accounts receivable (184,168) (113,716)
Notes receivable 13,217 (148,593)
Inventory (93,669) (1,179)
Prepaid expenses and other (770,748) (871,204)
INCREASE (DECREASE) IN:
Accounts payable and accrued expenses 791,824 (274,256)
Unearned revenue and other 426,870 281,164
----------- -----------
TOTAL ADJUSTMENTS 455,899 (855,671)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 1,047,703 463,882
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in property and equipment 829,713 (203,358)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 829,713 (203,358)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued and additional paid-in capital -- --
Proceeds from notes payable 27,837 609,967
Principal payments on notes payable (1,168,256) (159,391)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (1,140,419) 450,576
NET INCREASE (DECREASE) IN CASH 736,997 711,100
CASH, BEGINNING OF PERIOD 1,002,804 1,049,044
CASH, END OF PERIOD $ 1,739,801 $ 1,760,144
=========== ===========
INTEREST PAID $ (410,664) $ (458,801)
=========== ===========
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, 2001 (Unaudited)
1. UNAUDITED STATEMENTS
The balance sheet as of September 30, 2001, the statements of operations
for the three month and nine month periods ended September 30, 2001 and
2000 and the statements of cash flows for the nine month periods ended
September 30, 2001 and 2000, have been prepared by the Company without
audit. 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, 2001 and for all periods presented, have been made.
These statements should be read in conjunction with the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000, 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. CONTINGENCY
The Company is required to complete certain capital projects on an annual
basis for one of its leases. At September 30, 2001, the exact amount of
these expenditures was unknown, however, the Company estimates that the
cost of these items should not exceed $1,000,000 over the next four years.
7
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, 2000.
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 Sacramento 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 the
stage, including actors, jugglers, jousters, magicians, dancers and musicians.
On January 28, 2000, the Company announced the closure of the Virginia
Renaissance Faire located in Fredericksburg, Virginia. The Virginia Renaissance
Faire had a negative impact on the Company's cash flow and net income since its
opening in 1996. The Company completed the sale of this property in August, 2001
at a selling price of $1.3 million. The proceeds of the sale were used to retire
the first and second mortgages on the property with excess funds set aside for
use as working capital.
On April 6, 2000 the Company entered into an Asset Purchase Agreement with
Willows Fare, LLC which conveyed the Company's interest in certain assets
previously used by the Bristol Faire in its food operation. As part of this
agreement, Willows Fare, LLC was granted a seven-year concession agreement with
the Bristol Faire to operate as a food vendor. The purchase price of the assets
was $300,000, half of which was paid upon execution of the agreement. The
Company holds a 10% promissory note for the balance of $150,000. Payments of
principal and interest began August 1, 2000 based on a 7-year amortization with
a balloon payment on October 31, 2003.
The Company has a lease for the 2002 Faire season to operate the New York Faire
in Sterling Forest. The Company does not have a lease for the 2002 Faire season
to operate the Northern California Faire. 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 has a long-term lease expiring in 2017 for the Bristol Faire site. The
Company is currently seeking to purchase property or obtain a long-term lease
for the Northern California Faire and New York Faire. It is critical to the
financial condition of the Company that it obtain long-term leases or purchase
property for its Northern California and New York Faires.
8
The Company had a working capital surplus of $669,256 as of September 30, 2001.
See "LIQUIDITY AND CAPITAL RESOURCES."
THREE MONTHS ENDED SEPTEMBER 30, 2001, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
Revenues increased $24,542 or 0.5% from $7,083,007 in 2000 to $7,107,549 in
2001. Revenue was anticipated to be higher during this period by approximately
$300,000. The New York and Northern California Faires operated an additional
weekend during the third quarter. Both Faires results of operations were
negatively affected by the September 11th disaster in New York.
Cost of sales increased $349,327 or 20% from $1,787,769 in 2000 to $2,137,096 in
2001. The Northern California Faire and the New York Faire both operated one
additional weekend during the third quarter of 2001. Thus increasing overall
expenses for the third quarter as well as for fiscal 2001.
Operating expenses (year-round operating costs and corporate overhead) increased
$414,669 or 13%, from $3,257,335 in 2000 to $3,672,004 in 2001. Of the operating
expenses, salaries increased 10%, from $1,191,446 in 2000 to $1,314,814 in 2001
reflecting a $123,368 increase for the 2001 period as compared to the 2000
period. Advertising expense showed an increase of $93,327 or 12%, from $796,491
in 2000 to $889,818 in 2001. Depreciation and amortization increased less than
1%, from $93,676 in 2000 to $93,950 in 2001. Other operating expenses (all other
general and administrative expenses of the Company) increased $197,700 or 17%,
from $1,175,722 in 2000 to $1,373,422 in 2001. Of this operating expense
increase, part is attributable to the additional weekend of operation at each of
the Northern California and New York Faires. Operating an extra weekend resulted
in higher wages paid to workers and requires more advertising dollars. In
addition, in the third quarter approximately $25,000 was spent negotiating for a
long-term site for the Northern California Faire. The remainder of the increase
is the result of escalating costs in areas such as business and health insurance
($10,000), property taxes ($25,000), merchant fees ($12,000), payroll taxes
($15,000), rents, supplies and travel ($20,000).
As a result of the foregoing, net operating income (before interest charges and
other income) decreased 36% from $2,037,903 for the 2000 period to $1,298,449
for the 2001 period
A 15% decrease in interest expense from $161,255 in 2000 to $136,190 in 2001
resulted from the Company's ability to raise less expensive capital.
Other income decreased $17,108, from income of $19,482 in 2000 to income of
$2,374 in 2001.
Combining net operating income with other income/expense resulted in a $740,913
decrease in net income before taxes, from income of $1,924,830 for the 2000
period to an income of $1,183,917 for the 2001 period.
Net income to common stockholders also decreased $740,913, from $1,924,830 for
the 2000 period to $1,183,917 for the 2001 period. Finally, net income per
common share decreased from $.90 for the 2000 period to $.55 for the 2001
period, based on 2,144,889 weighted average shares outstanding in the years 2000
and 2001.
9
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2000
Revenues decreased $152,171 or 1% from $10,937,567 in 2000 to $10,785,396 in
2001. Revenue was anticipated to be higher during this period by approximately
$300,000. The New York and Northern California Faires each operated an
additional weekend during the third quarter. Both Faires results of operations
were negatively affected by the September 11th disaster in New York.
Cost of sales increased $124,551 or 4% from $3,007,103 in 2000 to $3,131,654 in
2001. The Northern California Faire and the New York Faire both operated one
additional weekend during the third quarter of 2001 thus increasing overall
expenses.
Operating expenses increased $608,875 or 10%, from $6,097,946 in 2000 to
$6,706,821 in 2001. Of the operating expenses, salaries increased 6%, from
$2,505,506 in 2000 to $2,656,561 in 2001 reflecting a $151,055 increase for the
2001 period as compared to the 2000 period. Advertising expense showed an
increase of $117,642 or 10%, from $1,188,825 in 2000 to $1,306,467 in 2001.
Depreciation and amortization increased 3%, from $268,461 in 2000 to $276,110 in
2001. Other operating expenses increased $332,529 or 16%, from $2,135,154 in
2000 to $2,467,683 in 2001. Of this operating expense increase, part is
attributable to additional weekend of operation at the Northern California and
New York Faires. Operating an extra weekend results in higher wages paid to
workers and requires more advertising dollars. In addition, in the first nine
months of the year approximately $55,000 was spent negotiating for a long-term
site for the Northern California Faire. The remainder of the increase is the
result of escalating costs in areas such as business and health insurance
($30,000), property taxes ($30,000), merchant fees ($20,000), payroll taxes
($35,000), utilities ($45,000) rents, supplies and travel ($145,000).
As a result of the foregoing, net operating income (before interest charges and
other income) decreased 48% from $1,832,518 for the 2000 period to $946,921 for
the 2001 period.
A 10% decrease in interest expense from $458,801 in 2000 to $410,664 in 2001
resulted from the Company's ability to raise less expensive capital.
Other income/expense decreased $115,791, from expense of $114,307 in 2000 to
income of $1,484 in 2001. This difference is largely explained by a decrease in
the expenses incurred for discontinued operations at the Virginia Renaissance
Faire that the Company closed in 1999 and sold in 2001.
Combining net operating income with other income/expense resulted in a $727,749
decrease in net income before taxes, from $1,319,553 for the 2000 period to
$591,804 for the 2001 period.
Net income to common stockholders also decreased $727,749 from $1,319,553 for
the 2000 period to $591,804 for the 2001 period. Finally, net income per common
share decreased from $.62 for 2000 to $.28 for the 2001 period, based on
2,144,889 weighted average shares outstanding for both periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit became positive during the nine months
ended September 30, 2001, from ($732,622) at December 31, 2000 to $669,256 at
September 30, 2001. The Company's
10
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 six months of 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 ($250,000), Chairman of the Board
of Directors, J. Stanley Gilbert ($225,000), President and a Director, 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 August 31, 2002 under the
same terms and conditions of the original offer.
During 1999, the Company secured a second mortgage on its Virginia real estate
that was to mature December 31, 2000. In December, 2000, the Company negotiated
an extension of the maturity date of this note with the lender. The new terms of
the loan required principal and interest payments of approximately $17,500 in
January 2001 and July through August 2001. Interest payments approximating
$6,500 were due February through June 2001. The final payment of approximately
$575,000 was due September 1, 2001. This loan was retired in August, 2001 as a
result of the sale of the Company's property in Virginia.
While the Company believes it has adequate capital to fund remaining operations
for fiscal 2001, it believes it may need to obtain additional working capital
for future periods.
Reviewing the change in financial position over the quarter, current assets,
largely comprised of cash and prepaid expenses, increased from $1,390,143 at
December 31, 2000 to $2,997,964 at September 30, 2001, an increase of $1,607,821
or 116%. Of these amounts, cash and cash equivalents increased from $1,002,804
at December 31, 2000 to $1,739,801 at September 30, 2001. Accounts receivable
increased from $7,286 at December 31, 2000 to $191,454 at September 30, 2001.
Inventory increased from $104,532 at December 31, 2000 to $198,201 at September
30, 2001. Prepaid expenses (expenses incurred on behalf of the Faires) increased
from $258,121 at December 31, 2000 to $851,130 at September 30, 2001. These
costs are expensed once the Faires are operating.
Current liabilities increased from $2,122,765 at December 31, 2000, to
$2,328,708 at September 30, 2001, an increase of $205,943 or 10%. During the
quarter, accounts payable and accrued expenses increased $791,825 or 142%.
Unearned income, which consists of the sale of admission tickets to upcoming
Faires, and deposits received from craft vendors for future Faires, increased
from $193,668 at December 31, 2000 to $664,036 at September 30, 2001. The
revenue is recognized once the Faires are operating.
Stockholders' Equity increased from $117,453 at December 31, 2000 to $709,257 at
September 30, 2001, an increase of $591,804. This decrease is due to the net
income generated during the first nine months of 2001.
Although inflation can potentially have an effect on financial results, during
2000 and the first nine months of fiscal 2001, 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 requires the Company to complete
certain capital projects on an annual basis. These projects include items such
as the construction of a perimeter
11
fence, planting trees, developing flower and water gardens, planting grass,
installing infrastructure and constructing buildings for use at the Faire. The
Company is in the process of obtaining bids on the required projects for 2001.
The Company estimates that the cost of these items should not exceed $500,000.
The Company has no additional significant commitments for capital expenses
during the fiscal year ending December 31, 2001. 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. Until 2000, the Company had incurred operating losses since
fiscal 1995. Although the Company was profitable in 2000, the net profit of
$136,973 was not substantial. For the nine months ended September 30, 2001, the
Company reported net income of $591,804. 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
$669,256 as of September 30, 2001. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS." Based on the Company's planned
operations for 2001, the Company believes it has adequate capital to fund
operations for the balance of 2001. The Company may need to obtain additional
capital for 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 any additional capital can be satisfactorily obtained if and when
required.
POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE. From 1999 through 2001,
the Northern California Renaissance Pleasure Faire was held on the site of the
original Nut Tree Farm in Vacaville, California under successive one-year
leases. The Company does not have a site for the 2002 operating season. The
Company is currently negotiating to obtain a long-term site for this Faire.
There can be no assurance that the Company will be successful in obtaining a
long-term lease, or that it will be on terms acceptable to the Company. Should
the Company be unable to operate a Northern Renaissance Faire it could have a
material adverse effect on the Company's business, results of operations and
financial condition.
POSSIBLE RELOCATION OF NEW YORK FAIRE. The Company has a lease for the 2002
Faire season to operate the New York Faire in Sterling Forest. The Company is
negotiating with the owner of the Sterling Forest property to purchase this
property and is investigating other possible locations for the New York Faire.
However, there can be no assurance that the Company will be successful in
securing a site for the New York Faire for the 2003 season, or that such
arrangements will be on terms acceptable to the Company. Should the Company be
unable to operate a New York Renaissance Faire it could have a material adverse
effect on the Company's business, results of operations and financial condition.
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
12
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 paid by
the vendors to the Company, or a percent of revenues. In either case, the
success of a Faire is dependent upon the Company's ability to attract
responsible vendors who sell high quality goods.
SEASONALITY. The Company's Renaissance Faires are located in traditionally
seasonal areas which attract the greatest number of visitors during the warm
weather months in the spring, summer, and early fall. Unless the Company
acquires or develops additional Faire sites in areas which are counter-seasonal
to the present sites located in temperate climates, the Company's revenues and
income will be highly concentrated in the six months ending 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 for the Company to apply for and obtain permits and
other licenses from local governmental authorities controlling the conduct of
the Faire, 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
13
governmental regulation or the adoption of more stringent requirements may not
have a material adverse impact upon the Company's future operations.
FAIRE SITES. In 2002, the Company currently has leases for three of its
four Renaissance Faires. The terms and conditions of each lease will vary by
location, and to a large extent, are beyond the control of the Company. Further,
there can be no assurance that the Company will be able to continue to lease
existing Faire sites on terms acceptable to the Company, or be successful in
obtaining other sites on favorable locations. The Company's dependence upon
leasing Faire sites creates a substantial risk of fluctuation in the Company's
operations from year to year.
INTANGIBLE ASSETS. As of September 30, 2001, the Company has unamortized
goodwill recorded in the amount of $380,115. The original goodwill was recorded
as a result of the 1994 acquisition of the Company's Northern and Southern
California Renaissance Faires. In 1996, as a result of poor performance of the
Southern Faire during the previous two years, the Company wrote down the
remaining goodwill associated with that Faire. The balance of goodwill related
to the Northern California Renaissance Faire and is being amortized over a
15-year period. The remaining goodwill will be fully amortized by 2009. In 2001,
the Financial Accounting Standards Board and the SEC are requiring companies to
evaluate the carrying value of their intangible assets, such as goodwill on a
quarterly basis. As such, the Company has evaluated the unamortized goodwill and
as of September 30, 2001 finds no reason to decrease the carrying value of this
item.
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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
The Annual Meeting of the Stockholders of the Company was held on October
30, 2001. At that meeting, the following five directors, constituting all
members of the Board of Directors, were elected: Charles S. Leavell; Robert
Geller; Sanford Schwartz; J. Stanley Gilbert; and Thomas Brown.
Shareholders also approved a proposal to increase the number of shares
reserved for issuance under the Company's 1993 Incentive Stock Plan from 750,000
to 1,250,000. The number of shares voting for the increase were 469,444; against
were 299,546; abstentions were 13,308.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
3.0(i) Amended and Restated Articles of Incorporation, incorporated by
reference from the Amendment No. 1 to Registrant's Registration
Statement on Form 8-A filed with the Commission on April 12, 1994.
3.0(ii) By-Laws, incorporated by reference from the Amendment No. 1 to
Registrant's Registration Statement on Form 8-A filed with the
Commission on April 12, 1994.
* 3.1 Articles of Amendment to the Articles of Incorporation.
4.1 Specimen Certificate of Common Stock, incorporated by reference from
the Amendment No. 1 to Registrant's Registration Statement on Form 8-A
filed with the Commission on April 12, 1994.
* 4.2 Renaissance Entertainment Corporation 1993 Stock Incentive Plan. (1)
* 10.1 Specimen Vendor and Exhibitor Agreement for the Bristol Renaissance Faire.
* 10.2 Specimen Vendor and Exhibitor Agreement for the Northern and Southern
Renaissance Pleasure Faires.
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* 10.3 Specimen Bristol Renaissance Faire Concession Agreement.
* 10.4 Specimen Bristol Renaissance Faire Games Concession Agreement.
10.5 Lease Agreement between Creative Faires, Ltd. and Sterling Forest
Corporation dated June 12, 1996 incorporated by reference from the
Registrant's Annual Report on Form 10-KSB for the year ended March 31,
1996.
10.6 Form of Loan and Security Agreement for 1998, including form of
Stock-Term Notes and form of Warrant to purchase common stock,
incorporated by reference from the Registrants Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998.
10.7 Mortgage with Union Bank & Trust in the amount of $1,500,000 with
respect to the Virginia property, incorporated by reference from the
Registrant's Annual Report on Form 10-KSB for the year ended March 31, 1996.
10.9 Purchase Agreement dated November 12, 1997 between Faire Partners, LLC
and Renaissance Entertainment Corporation, including Lease Agreement
and Warrant to Purchase Common Stock as exhibits thereto, incorporated
by reference from Registrant's Registration Statement on Form S-1 (No. 333-43503).
10.10 Lease dated January 21, 1998 by and between Attache Publishing
Services, Inc. and the Company, incorporated by reference from the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
10.11 Employment Agreement dated December 11, 1998 with Charles S. Leavell,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 1998.
10.12 Employment Agreement dated December 11, 1998 with J. Stanley Gilbert,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 1998.
10.13 Amendment dated December 17, 1999 to Lease with Faire Partners LLC,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 1999.
10.14 Guaranty Agreement of Charles S. Leavell dated December 17, 1999,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 1999.
10.15 Warrant Agreement dated December 17, 1999, incorporated by reference
from Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
10.16 Amendment dated February 15, 2000 to Lease with San Bernardino County
Regional Parks Division, incorporated by reference from Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1999.
10.17 Amendment dated March 24, 2000 to Lease with Sterling Forest LLC,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 1999.
10.18 Asset Purchase Agreement between Jim and Marta Selway and the Company
dated April 6, 2000, incorporated by reference from Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1999.
10.19 Form of Subordinated Subscription and Purchase Agreement for 2000,
including A Note and Convertible B Note incorporated by reference from
Registrant's Quarterly Report on Form 10-QSB for the period ended
March 31, 2000.
10.20 Lease dated June 27, 2000 by and between San Bernardino County
Community and Cultural Resources Department and the Company,
incorporated by reference from
16
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 2000.
10.21 Lease dated May 30, 2000 by and between TKG Nut Tree, LLC and the
Company, incorporated by reference from Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 2000.
10.22 Lease agreement dated October 19, 2000 by and between Flying Squirrel
Entertainment, LLC. and the Company, incorporated by reference from
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2000.
10.23 Lease agreement dated November 29, 2000 by and between Vacaville
Redevelopment Agency and City of Vacaville and the Company,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2000.
10.24 Extension and Modification Agreement dated December 1, 2000 between
Holly Mortgage Trust and the Company, incorporated by reference from
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2000.
10.25 Amendment dated October 30, 2000 to Lease with Faire Partners, LLC,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2000.
10.26 Guaranty Agreement of Charles S. Leavell dated October 27, 2000,
incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2000.
**10.27 Lease and License Extension and Modification Agreement dated August 1,
2001 between Sterling Forest, LLC and the Company.
* Incorporated by reference from the Company's Registration Statement on Form
SB-2, declared effective by the Commission on January 27, 1995, and the
Post-Effective amendments thereto.
** Filed herewith.
Reports on Form 8-K
The Company was not required to file a report on Form 8-K during the
quarter ended September 30, 2001.
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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 15, 2001 /s/ Charles S. Leavell
----------------- ----------------------------------------
Charles S. Leavell, Chief Executive and
Chief Financial Officer
/s/ Sue E. Brophy
----------------------------------------
Sue E. Brophy, Chief Accounting Officer
18