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 June 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
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(Exact name of registrant as specified in its charter)
COLORADO 84-1094630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
275 CENTURY CIRCLE, SUITE 102, LOUISVILLE, COLORADO 80027
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(Address of principal executive offices) (Zip Code)
(303) 664-0300
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(Registrant's telephone number, including area code)
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(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 August 14, 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
Review Report of Independent Certified Public Accountant .......................... 3
Balance Sheets as of June 30, 2001 (Unaudited)
and December 31, 2000 .................................................... 4
Statements of Operations for the Three Months
Ended June 30, 2001 and 2000
(Unaudited) .............................................................. 5
Statements of Operations for the Six Months
Ended June 30, 2001 and 2000
(Unaudited) .............................................................. 6
Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2000
(Unaudited) .............................................................. 7
Notes to Financial Statements ..................................................... 8
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations ..................................... 9
PART II. OTHER INFORMATION .................................................................................. 16
------------------------
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
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Renaissance Entertainment Corporation
Louisville, Colorado
We have reviewed the accompanying balance sheet of Renaissance Entertainment
Corporation as of June 30, 2001, and the related statements of operations and
cash flows for the three months and six months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of
Renaissance Entertainment Corporation.
A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
As discussed in the notes to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
August 10, 2001
3
RENAISSANCE ENTERTAINMENT CORPORATION
BALANCE SHEETS
ASSETS
June 30, December 31,
2001 2000
---- ----
(Unaudited)
Current Assets:
Cash and equivalents $ 180,145 $ 1,002,804
Accounts receivable (net) 174,293 7,286
Inventory 200,783 104,532
Note receivable, current portion 16,951 17,400
Prepaid expenses and other 917,270 258,121
------------------ ------------------
Total Current Assets 1,489,442 1,390,143
Property and equipment, net of accumulated depreciation 4,019,449 3,914,210
Goodwill 392,784 418,122
Note receivable, net of current portion 119,992 128,679
Other assets 824,346 773,303
------------------ ------------------
TOTAL ASSETS $ 6,846,013 $ 6,624,457
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,180,329 $ 558,261
Notes payable, current portion 1,371,664 1,370,836
Unearned income 408,368 193,668
------------------ ------------------
Total Current Liabilities 2,960,361 2,122,765
Lease obligation payable 4,053,010 3,991,494
Notes payable, net of current portion 67,593 145,880
Other 239,709 246,865
------------------ ------------------
Total Liabilities 7,320,673 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
June 30, 2001 and December 31, 2000, respectively 64,346 64,346
Additional paid-in capital 9,430,827 9,430,827
Accumulated earnings (deficit) (9,969,833) (9,377,720)
------------------ ------------------
Total Stockholders' Equity (474,660) 117,453
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,846,013 $ 6,624,457
================== ===================
The accompanying notes are an integral part of the financial statements.
4
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30
---------------------------------------
2001 2000
---- ----
REVENUE:
Sales $3,675,040 $3,851,416
Faire operating costs 994,408 1,219,334
--------- ---------
Gross Profit 2,680,632 2,632,082
--------- ---------
OPERATING EXPENSES:
Salaries 967,497 975,816
Depreciation and amortization 94,318 87,581
Advertising 416,648 392,333
Other operating expenses 745,698 582,590
--------- ---------
Total Operating Expenses 2,224,161 2,038,320
--------- ---------
Net Operating (Loss) Income 456,471 593,762
--------- ---------
Other Income (Expenses):
Interest income 13,904 14,204
Interest (expense) (134,136) (165,766)
Other income (expense) (12,276) (152,103)
--------- ---------
Total Other Income (Expenses) (132,508) (303,665)
--------- ---------
Net Income (Loss) before (Provision)
Credit for Income Taxes 323,963 290,097
(Provision) Credit for Income Taxes -- --
--------- ---------
Net Income (Loss) to Common Stockholders $ 323,963 $ 290,097
--------- ---------
--------- ---------
Net Income (Loss) per Common Share $0.15 $0.14
--------- ---------
--------- ---------
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
STATEMENTS OF OPERATIONS
Six Months Ended
June 30
---------------------------------
2001 2000
---- ----
REVENUE:
Sales $3,677,847 $3,854,560
Faire operating costs 994,557 1,219,334
--------- ---------
Gross Profit 2,683,290 2,635,226
--------- ---------
OPERATING EXPENSES:
Salaries 1,341,747 1,314,060
Depreciation and amortization 182,161 174,785
Advertising 416,649 392,333
Other operating expenses 1,094,261 959,432
--------- ---------
Total Operating Expenses 3,034,818 2,840,610
--------- ---------
Net Operating (Loss) Income (351,528) (205,384)
--------- ---------
Other Income (Expenses):
Interest income 34,779 31,443
Interest (expense) (274,474) (297,545)
Other income (expense) (890) (133,788)
--------- ---------
Total Other Income (Expenses) (240,585) (399,890)
--------- ---------
Net Income (Loss) before (Provision)
Credit for Income Taxes (592,113) (605,274)
(Provision) Credit for Income Taxes -- --
--------- ---------
Net Income (Loss) to Common Stockholders' $ (592,113) $ (605,274)
--------- ---------
--------- ---------
Net Income (Loss) per Common Share $(0.28) $(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
6
RENAISSANCE ENTERTAINMENT CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended
June 30
--------------------------------
2001 2000
---- ----
Cash Flows from Operating Activities:
Net income (Loss) $ (592,113) $ (605,274)
-------- ----------
Adjustments to reconcile net income (Loss)
to net cash provided by operating
activities:
Depreciation and amortization 182,161 174,785
Gain (loss) on disposal of assets 0 0
(Increase) decrease in:
Accounts Receivable (167,007) (25,464)
Notes Receivable 9,136 (150,000)
Inventory (96,251) (54,921)
Prepaid expenses and other (721,442) (753,250)
Increase (decrease) in:
Accounts payable and accrued expenses 622,068 (95,034)
Unearned revenue and other 207,544 446,128
-------- ----------
Total adjustments 36,209 (457,756)
-------- ----------
Net Cash (Used in) Operating Activities (555,904) (1,063,030)
======== ==========
Cash Flows from Investing Activities:
Acquisition of property and equipment (250,812) (180,302)
-------- ----------
Net Cash (Used in) Investing Activities (250,812) (180,302)
-------- ----------
Cash Flows from Financing Activities:
Common stock issued and additional
paid-in capital 0 0
Proceeds from notes payable 27,837 597,832
Principal payments on notes payable (43,780) (37,044)
-------- ----------
Net Cash Provided by (Used in) Financing Activities (15,943) 560,788
-------- ----------
Net (Decrease) in Cash (822,659) (682,544)
Cash, beginning of period 1,002,804 1,049,044
-------- ----------
Cash, end of period $ 180,145 $ 366,500
======== ==========
Interest paid $ 274,474 $ 297,545
======== ==========
The accompanying notes are an integral part of the financial statements.
7
RENAISSANCE ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2001 (Unaudited)
1. UNAUDITED STATEMENTS
The balance sheet as of June 30, 2001, the statements of operations for
the three month and six month periods ended June 30, 2001 and 2000 and
the statements of cash flows for the six month periods ended June 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 present fairly the financial
position, results of operations and changes in financial position at
June 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. BASIS OF PRESENTATION - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained operating losses during four of the last five years and
has a net capital deficiency.
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, and the
success of its future operations.
Management is in the process of attempting to raise additional capital
and reduce operating expenses. Management believes that its ability to
raise additional capital and reduce operating expenses provide an
opportunity for the Company to continue as a going concern.
8
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 has granted a party an option to purchase the 250
acres of land on which the Faire is located and anticipates a closing date
before the end of the third quarter of 2001.
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 2001 Faire season to operate the New York Faire
in Sterling Forest. The Company has a one-year lease for the 2001 Faire season
to operate the Northern California Faire at the same location used in 1999 and
2000, in Vacaville. 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 sites for the 2002 season and beyond. 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.
The Company had a working capital deficit of ($1,470,919) as of June 30, 2001.
See "LIQUIDITY AND CAPITAL RESOURCES."
9
THREE MONTHS ENDED JUNE 30, 2001, COMPARED TO THREE MONTHS ENDED JUNE 30, 2000
Revenues decreased $176,376 or 5% from $3,851,416 in 2000 to $3,675,040 in 2001.
Approximately $100,000 of this decrease is associated with the Company's
Southern California Faire. In 2001, this Faire experienced a small decrease in
gross attendance of 1% and lost it's off-premise ticket sales program which
earned approximately $35,000 in 2000. The Company is currently working on
reestablishing this program for 2002. In June 2001, the Company's Wisconsin
Faire operated one day as compared to two in 2000 which created a temporary
difference in revenue of approximately $75,000.
Cost of sales decreased $224,926 or 18% from $1,219,334 in 2000 to $994,408 in
2001. Approximately $100,000 of this decrease is associated with cost savings at
the Southern California Faire that relate to the long-term lease for this site
which provides various expense savings, many relating to the Faire structures
remaining in place year-round. Approximately $75,000 of the decreases relates to
the fact that the Wisconsin Faire operated one day in 2001 as compared to two in
2000.
Operating expenses (year-round operating costs and corporate overhead) increased
$185,841 or 9%, from $2,038,320 in 2000 to $2,224,161 in 2001. Of the operating
expenses, salaries decreased 1%, from $975,816 in 2000 to 967,497 in 2001
reflecting a $8,319 decrease for the 2001 period as compared to the 2000 period.
Advertising expense showed a increase of $24,315 or 6%, from $392,333 in 2000 to
$416,648 in 2001. Depreciation and amortization increased 8%, from $87,581 in
2000 to $94,318 in 2001. Other operating expenses (all other general and
administrative expenses of the Company) increased $163,108 or 28%, from $582,590
in 2000 to $745,698 in 2001. Of this operating expense increase, $20,000 is
attributable to an increase in rent expense for the Southern California Faire
site. Approximately $30,000 was spent in the first six months of 2001 in
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 ($20,000) and utility expense ($40,000).
As a result of the foregoing, net operating income (before interest charges and
other income) decreased 23% from $593,762 for the 2000 period to $456,471 for
the 2001 period
A 19% decrease in interest expense from $165,766 in 2000 to $134,136 in 2001
resulted from the Company's ability to raise less expensive capital.
Other expense decreased $139,827, from expense of $152,103 in 2000 to expense of
$12,276 in 2001. In 1999, as a result of the closure of the Virginia Faire, the
Company recorded an allowance for discontinued operations during the fourth
quarter. This allowance was an estimate, representing the anticipated cost of
administering the Virginia site for the year 2000. In the second quarter of
2000, this estimate was re-evaluated and determined to be inadequate to cover
expenses through the year. As a result an additional allowance in the amount of
$184,416 was recorded to other expense. In the second quarter of 2001, an
additional $32,000 allowance was recorded.
Combining net operating income with other income/expense resulted in a $33,866
increase in net income before taxes, from income of $290,097 for the 2000 period
to an income of $323,963 for the 2001 period.
10
Net income to common stockholders also increased $33,866, from $290,097 for the
2000 period to $323,963 for the 2001 period. Finally, net income per common
share increased from $.14 for the 2000 period to $.15 for the 2001 period, based
on 2,144,889 weighted average shares outstanding in the years 2000 and 2001.
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
Revenues decreased $176,713 or 5% from $3,854,560 in 2000 to $3,677,847 in 2001.
Approximately $100,000 of this decrease is associated with the Company's
Southern California Faire. In 2001, this Faire experienced a small decrease in
gross attendance of 1% and lost it's off-premise ticket sales program which
earned approximately $35,000 in 2000. In June 2001, the Company's Wisconsin
Faire operated one day as compared to two in 2000 which created a temporary
difference in revenue of approximately $75,000.
Cost of sales decreased $224,777 or 18% from $1,219,334 in 2000 to $994,557 in
2001. Approximately $100,000 of this decrease is associated with cost savings at
the Southern Faire that relate to the long-term lease for this site which
provides various expense savings, many relating to the Faire structures
remaining in place year-round. Approximately $75,000 of the decreases relates to
the fact that the Wisconsin Faire operated one day in 2001 as compared to two in
2000.
Operating expenses increased $194,208 or 6%, from $2,840,610 in 2000 to
$3,034,818 in 2001. Of the operating expenses, salaries increased 2%, from
$1,314,060 in 2000 to $1,341,747 in 2001 reflecting a $27,687 increase for the
2001 period as compared to the 2000 period. Advertising expense showed an
increase of $24,316 or 6%, from $392,333 in 2000 to $416,649 in 2001.
Depreciation and amortization increased 4%, from $174,785 in 2000 to $182,161 in
2001. Other operating expenses increased $134,829 or 7%, from $959,432 in 2000
to $1,094,261 in 2001. Of this operating expense increase, $20,000 is
attributable to an increase in rent expense for the Southern California Faire
site. Approximately $30,000 was spent in the first six months of 2001 in
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 ($20,000) and utility expense ($40,000).
As a result of the foregoing, net operating loss (before interest charges and
other income) increased 71% from ($205,384) for the 2000 period to ($351,528)
for the 2001 period.
A 8% decrease in interest expense from $297,545 in 2000 to $274,474 in 2001
resulted from the Company's ability to raise less expensive capital.
Other expense decreased $132,898, from expense of $133,788 in 2000 to expense of
$890 in 2001. In 1999, as a result of the closure of the Virginia Faire, the
Company recorded an allowance for discontinued operations during the fourth
quarter. This allowance was an estimate, representing the anticipated cost of
administering the Virginia site for the year 2000. In the second quarter of
2000, this estimate was re-evaluated and determined to be inadequate to cover
expenses through the year. As a result an additional allowance in the amount of
$184,416 was recorded to other expense. In the second quarter of 2001, an
additional $32,000 allowance was recorded.
Combining net operating loss with other income/expense resulted in a $13,161
decrease in net loss before taxes, from loss of ($605,274) for the 2000 period
to an loss of ($592,113) for the 2001 period.
11
Net loss to common stockholders also decreased $13,161 from ($605,274) for the
2000 period to ($592,113) for the 2001 period. Finally, net loss per common
share held at ($.28) for the 2000 and 2001 periods, based on 2,144,889 weighted
average shares outstanding for both periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit widened during the six months ended June
30, 2001, from ($732,622) at December 31, 2000 to ($1,470,919) at June 30, 2001.
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 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 is due and
payable quarterly and the notes mature August 31, 2001.
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 require principal and interest payments of approximately $17,500 in
January 2001 and July through August 2001. Interest payments approximating
$6,500 are due February through June 2001. The final payment of approximately
$575,000 is due September 1, 2001. This loan provides for interest at 13% per
annum.
While the Company believes it has adequate capital to fund anticipated
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 $1,489,442 at June 30, 2001, an increase of $99,299 or 7%.
Of these amounts, cash and cash equivalents decreased from $1,002,804 at
December 31, 2000 to $180,145 at June 30, 2001. Accounts receivable increased
from $7,286 at December 31, 2000 to $174,293 at June 30, 2001. Inventory
increased from $104,532 at December 31, 2000 to $200,783 at June 30, 2001.
Prepaid expenses (expenses incurred on behalf of the Faires) increased from
$258,121 at December 31, 2000 to $917,270 at June 30, 2001. These costs are
expensed once the Faires are operating.
Current liabilities increased from $2,122,765 at December 31, 2000, to
$2,960,361 at June 30, 2001, an increase of $837,596 or 39%. During the quarter,
accounts payable and accrued expenses increased $622,068 or 111%. 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 $408,368 at June 30, 2001. The revenue is recognized
once the Faires are operating. The Company's notes payable accounts for
$1,371,664 of the total current liabilities at June 30, 2001. This amount is
largely attributable to the aforementioned second mortgage on the Virginia
property ($600,000) and the working capital loan ($575,000) that both mature
before the end of the third quarter of 2001.
12
Stockholders' Equity decreased from $117,453 at December 31, 2000 to ($474,660)
at June 30, 2001, a decrease of $592,113. This decrease is due to the net loss
incurred during the first quarter.
Although inflation can potentially have an effect on financial results, during
2000 and the first six months of fiscal 2001 it caused no material affect 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 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 but 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 six months ended June 30, 2001, the
Company reported a net loss of ($592,113). The Company typically reports a loss
for the first six months of any year because ongoing operating expenses are
incurred to start up all the Faires without substantial offsetting revenue
generating activities for three of the four events. There is no assurance that
the Company will be profitable in any subsequent period.
NEED FOR ADDITIONAL CAPITAL. The Company had a working capital deficit
of ($1,470,919) as of June 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 2001, to fund required capital expenditures during the year
and to repay the second mortgage on the Virginia property and other short-term
indebtedness. To the extent that operations do not provide the necessary working
capital during 2001, the Company may need to obtain additional capital for 2001
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
any additional capital can be satisfactorily obtained if and when required.
POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE. In 1999 and 2000, the
Northern California Renaissance Pleasure Faire was held on the site of the
original Nut Tree Farm in Vacaville, California under a one-year lease. The
Company has negotiated an additional one-year lease for 2001 to operate the
Faire at the same location, the Nut Tree Farm. The Company is currently
negotiating to purchase 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.
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POSSIBLE RELOCATION OF NEW YORK FAIRE. The Company has a lease for the
2001 Faire season to operate the New York Faire in Sterling Forest. The Company
is negotiating with the owner of the Sterling Forest property and 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 2002 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
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
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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 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 2001, the Company currently has leases for each of it's
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.
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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
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company was not required to file a report on Form 8-K
during the quarter ended June 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: August 13, 2001 /s/ Charles S. Leavell
---------------------- --------------------------------------------
Charles S. Leavell, Chief Executive and
Chief Financial Officer
/s/ Sue E. Brophy
--------------------------------------------
Sue E. Brophy, Chief Accounting Officer
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