SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2005.
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period ______ to ______.
Commission File No. 1-13925
CHAMPIONSHIP AUTO RACING TEAMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-3389456
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
5350 Lakeview Parkway Drive South, Indianapolis, IN 46268
---------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(317) 715-4196
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Securities Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK $0.01 PAR VALUE 14,718,134 SHARES
---------------------------- -----------------
(class of common stock) (outstanding at March 31, 2005)
This report contains 25 pages.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets as of March 31, 2005 and
December 31, 2004 3
Consolidated Statements of Operations for the Three Months
Ended March 31, 2005 and 2004 4
Consolidated Statement of Stockholders' Equity for the Three Months
Ended March 31, 2005 5
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2005 and 2004 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 16
ABOUT MARKET RISKS
ITEM 4. CONTROLS AND PROCEDURES 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 18
SIGNATURES 19
EXHIBITS
2
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 AND DECEMBER 31, 2004
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
March 31, 2005 December 31, 2004
-------------- -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,113 $ 5,459
Accounts receivable (net of allowance for doubtful accounts of $2,116 at
March 31, 2005 and December 31, 2004) 9 8
Prepaid expenses and other current assets 181 253
Other 3 3
-------- --------
Total current assets 5,306 5,723
-------- --------
TOTAL ASSETS $ 5,306 $ 5,723
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 65 $ 102
Accrued liabilities:
Payroll 17 13
Professional fees and other 90 90
-------- --------
Total current liabilities 172 205
COMMITMENTS AND CONTINGENCIES (NOTE 3) -- --
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued
and outstanding at March 31, 2005 and December 31, 2004
Common stock $.01 par value, 50,000,000 shares authorized, 14,718,134 shares
issued and outstanding at March 31, 2005 and December 31, 2004 147 147
Additional paid-in capital 87,765 87,765
Accumulated deficit (82,778) (82,394)
-------- --------
Total stockholders' equity 5,134 5,518
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,306 $ 5,723
======== ========
See accompanying notes to unaudited consolidated financial statements
3
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
(IN THOUSANDS, EXCEPT LOSS PER SHARE)
THREE MONTHS ENDED
MARCH 31,
2005 2004
-------- --------
REVENUES:
Other revenue $ 1 $ 54
-------- --------
Total revenues 1 54
EXPENSES:
Administrative expenses 386 2,170
-------- --------
OPERATING LOSS (385) (2116)
Realized gain on sale of investments -- 8
Interest income 25 33
-------- --------
LOSS BEFORE INCOME TAXES (360) (2,075)
Income tax expense (24) --
-------- --------
NET LOSS $ (384) $ (2,075)
======== ========
NET LOSS PER SHARE:
BASIC AND DILUTED $ (0.03) $ (0.14)
======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED 14,718 14,718
======== ========
See accompanying notes to unaudited consolidated financial statements.
4
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(UNAUDITED)
(IN THOUSANDS)
ADDITIONAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
---------- ---------- ---------- ------------ -------------
BALANCES, JANUARY 1, 2005 14,718 $ 147 $ 87,765 $ (82,394) $ 5,518
Net loss -- -- -- (384) (384)
Comprehensive loss -- -- -- -- --
---------- ---------- ---------- ---------- ----------
BALANCES, MARCH 31, 2005 14,718 $ 147 $ 87,765 $ (82,778) $ 5,134
========== ========== ========== ========== ==========
See accompanying notes to unaudited consolidated financial statements.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
(DOLLARS IN THOUSANDS)
2005 2004
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (384) $ (2,075)
Adjustments to reconcile net loss to
net cash used in operating activities:
Accounts receivable (1) 967
Prepaid expenses and other assets 72 468
Other --
(5)
Accounts payable (37)
(2,061)
Accrued liabilities 4 124
--------- ---------
Net cash used in operating activities (346) (2,582)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments --
1,035
Proceeds from sale of CART, Inc. assets, equipment and stock of
subsidiary (net of cash sold) --
3,039
--------- ---------
Net cash provided by investing activities -- 4,074
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable -- (50)
--------- ---------
Net cash used in financing activities -- (50)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (346) 1,442
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,459 3,211
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,113 $ 4,653
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 25 $ --
See accompanying notes to unaudited consolidated financial statements.
6
CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION. The accompanying unaudited consolidated
financial statements have been prepared by management and, in the opinion of
management, contain all adjustments, consisting of normal recurring adjustments,
necessary to present fairly the financial position of Championship Auto Racing
Teams, Inc. and subsidiaries (the "Company") as of March 31, 2005 and December
31, 2004, the results of their operations for the three months ended March 31,
2005 and 2004, the statement of stockholder's equity for the three months ended
March 31, 2005, and their cash flows for the three months ended March, 2005 and
2004.
The unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements included in the
Company's Form 10-K for the year ended December 31, 2004, filed with the
Securities and Exchange Commission.
ORGANIZATION. CART, Inc., ("CART") (a Michigan corporation) was
organized as a not-for-profit corporation in 1978, with its main purpose being
to promote the sport of automobile racing, primarily open-wheel type racing
cars. As of January 1, 1992, the entity became a for-profit corporation and
continued to use the CART name.
In December 1997, Championship Auto Racing Teams, Inc., (a Delaware
corporation) was formed to serve as a holding company for CART and its
subsidiaries (the "Reorganization"). Each outstanding share of common stock of
CART was acquired in exchange for 400,000 shares of common stock of the Company.
References to the "Company" mean Championship Auto Racing Teams, Inc. and its
subsidiaries.
On August 18, 2003, we publicly announced that we had received a
proposal from Open Wheel Racing Series ("Open Wheel") related to the acquisition
of the Company and that we were engaged in negotiations regarding a possible
transaction with Open Wheel.
On August 24, 2003, we publicly announced that our board of directors
had instructed management to continue negotiating with Open Wheel with respect
to all terms related to a possible acquisition of the Company. The Company, Open
Wheel and their respective advisors continued to engage in negotiations
regarding the terms of a possible transaction and related definitive agreements.
On September 10, 2003, representatives of the Company, Open Wheel and
Open Wheel Acquisition Corp., a wholly-owned subsidiary of Open Wheel, executed
and delivered the merger agreement and other related agreements and issued a
joint press release announcing the proposed transaction.
On December 2, 2003, we announced that representatives of Open Wheel
had informed us that Open Wheel believed that a number of conditions of the
pending merger between the parties would not be satisfied by the time of the
special meeting of stockholders that was scheduled for December 19, 2003.
On December 15, 2003, we announced that we had entered into an Asset
Purchase Agreement (the "Agreement") with Open Wheel. The Agreement would allow
Open Wheel to purchase the assets of CART, needed to operate the Champ Car World
Series and the stock of Pro-Motion Agency, Inc., our subsidiary that operates
the Toyota Atlantics series and CART Licensed Products, Inc., our subsidiary
that operates our licensed merchandise function. In addition, Open Wheel would
assume from us and CART, the rights and obligations under certain promoter,
sponsor and other contracts. Open Wheel stated that it intended to
7
continue to operate the Champ Car World Series and the Toyota Atlantic series.
The total consideration that would be paid under the agreement was $3.0 million
less $1.5 million in 2003 prize money to teams who were not affiliated with Open
Wheel; which was an obligation of CART that would be assumed by Open Wheel. The
Agreement terminated the previously announced merger agreement that we had
entered into with Open Wheel on September 10, 2003.
On December 16, 2003, CART filed a petition under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court Southern District of
Indiana (RE CART, Inc., Case No. 03-23385-FJO-11).
An Amendment by Interlineation (the "Amendment") with respect to the
Agreement was entered into on January 15, 2004 to reflect the change in
consideration and the assumption of certain claims.
On February 13, 2004, the assets of CART, the stock of Pro-Motion
Agency, Inc. and CART Licensed Products, Inc., were sold to Open Wheel for total
cash consideration of $3.3 million, assumption of liabilities of $1.4 million in
2003 prize money to teams who were not affiliated with Open Wheel which was an
obligation of CART, forgiveness of $1.3 million in prize money due principals of
Open Wheel which was an obligation of CART and the assumption of certain
promoter, sponsor and other contracts, pursuant to an order of the bankruptcy
court at a hearing held on January 28, 2004.
Upon completion of the sale of substantially all of our operating
assets to Open Wheel in February 2004, most of our employees resigned and
accepted employment with Open Wheel and we ceased operations. The Company
currently has two employees who are winding up the affairs of the Company; the
Chief Executive Officer and Chief Financial Officer.
CART operated as debtor-in-possession under the Bankruptcy Code in
order to wind up its affairs. On August 3, 2004 CART, Inc. filed CART's Amended
Chapter 11 Plan (the "Plan") and the Second Amended Disclosure Statement For
Amended Chapter 11 Plan Of CART (the "Disclosure Statement") with the Bankruptcy
Court. The Plan provides for the distribution of the asset sale proceeds and
other currently available cash and the liquidation and distribution of the
remaining estate assets to CART's creditors. The Disclosure Statement was
approved as containing adequate information by the Bankruptcy Court on August 3,
2004. The hearing on the confirmation of the plan was held on September 13,
2004. On September 23, 2004, the Bankruptcy Court entered its Findings Of Fact,
Conclusions Of Law, And Order Under 11 U.S.C. Sections 1129(a) And (b) And Fed.
R. Bankr. P. 3020 Confirming CART's Amended Chapter 11 Plan.
Pursuant to the "Plan" on November 18, 2004, the Company canceled its
stock in CART and all remaining CART, assets and liabilities were transferred to
the CART Liquidating Trust to be held, pending allowance or disallowance of
disputed claims, and distributed to holders of allowed claims.
We currently intend to liquidate our remaining assets, pay off our
remaining liabilities, and complete the process of liquidation and winding up
the Company's affairs as soon as practicable. Our Board of Directors has not
adopted a plan of liquidation and dissolution at this time, but will consider
this option when all material claims of the CART Liquidating Trust are resolved
and paid and after approval by our shareholders. In the event that our Board of
Directors adopts a plan of liquidation and dissolution, we would expect to incur
liquidation expenses, in addition to payments of ongoing operating expenses and
settlement of existing or potential obligations. Liquidation expenses may
include, among others, employee salaries, severance and related costs, legal and
accounting fees. While we cannot currently make a precise estimate of the
expenses, we believe that a significant portion of our current cash may be
required to pay the above expenditures.
8
The accompanying unaudited financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed above,
the Company's intention to liquidate the remaining assets, pay off the remaining
liabilities, and complete the process of liquidation and dissolution of the
Company's affairs raise substantial doubt about its ability to continue as a
going concern. The unaudited financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. For the three months ended March 31, 2004,
the financial statements include the financial statements of Championship Auto
Racing Teams, Inc. and its wholly-owned subsidiaries - CART, Inc. (Debtor in
Possession) and Raceworks, LLC and through February 13, 2004, Pro-Motion Agency,
Ltd. and CART Licensed Products, Inc. For the three months ended March 31, 2005,
the financial statements include financial statements of Championship Auto
Racing Teams, Inc. and its wholly-owned subsidiary Raceworks, LLC. All
significant intercompany balances have been eliminated in consolidation.
BASIC AND DILUTED LOSS PER SHARE. Basic earnings per share is
calculated as net income divided by the weighted average number of shares of
common shares outstanding during the period. Diluted per share amounts assume
the exercise of shares issuable under certain stock option plans, when dilutive.
STOCK BASED COMPENSATION. The Company has chosen to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB No. 25") in accounting for its stock options granted to employees and
directors. Under APB No. 25, the Company does not recognize compensation expense
on the issuance of its stock options because the option terms are fixed, and the
exercise price equals the market price of the underlying stock on the grant
date. The following illustrates the effect on net loss if the Company had
applied the fair value recognition provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure":
9
(In Thousands)
Three Months Ended
March 31,
2005 2004
--------- ---------
NET LOSS
As reported $ (384) $ (2,075)
Total stock-based employee compensation expense determined
under the fair value based method, net of tax (244) (513)
--------- ---------
Pro forma $ (628) $ (2,588)
========= =========
BASIC AND DILUTED LOSS PER SHARE
As reported $ (0.03) $ (.61)
Total stock-based employee compensation expense determined
under the fair value based method, net of tax (0.01) (0.01)
--------- ---------
Pro forma $ (0.04) $ (0.62)
========= =========
MANAGEMENT ESTIMATES. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period presented. The actual
outcome of the estimates could differ from the estimates made in the preparation
of the consolidated financial statements.
3. COMMITMENTS AND CONTINGENCIES
LITIGATION. On November 4, 2003, 88 Corp. filed suit against CART,
Inc. in the United States Federal District Court for the Central District of
California. 88 Corp., the promoter of the CART Champ Car World Series race at
the California Speedway in Fontana, California, claimed that the race, which was
to be held on November 2, 2003, was canceled due to a "force majeure" and
requested a judicial determination as to whether the organizational and rights
fee of $2.5 million, previously paid by 88 Corp. to CART, minus reasonable
expenses incurred by CART, should be refunded to 88 Corp. As a result of the
bankruptcy of CART, this litigation was suspended. 88 Corp. has filed a proof of
claim against CART in the bankruptcy court proceedings requesting repayment of
the $2.5 million, imposition of a constructive trust, and such other relief as
the bankruptcy court deems appropriate. CART has objected to the claim and has
asserted against 88 Corp. a claim for wrongful termination of the sanction
agreement as it relates to the 2003 and 2004 races in the amount of $5.2
million. At the time the CART stock was canceled and its assets and liabilities
were placed in the CART Liquidating Trust ("CLT"), the Company was unable to
make a determination as to the likelihood of an unfavorable outcome or estimate
the amount or range of the recovery or loss. On April 27, 2005, CLT entered into
a settlement agreement with 88 Corp. in which CLT agreed to pay 88 Corp. $1.7
million. The settlement was subject to approval by the bankruptcy court. On May
10, 2005, the bankruptcy court approved the settlement. This settlement becomes
final on May 20, 2005.
In connection with CART's bankruptcy filing, based upon filings by
creditors of CART, there may be claims by creditors against CART which could
result in litigation against CART in bankruptcy court. The Company is currently
unable to determine to what extent or whether these asserted and unasserted
claims will be allowed or if they will ultimately result in litigation involving
CART.
On August 5, 2004, the Company was served with a complaint to avoid and
recover preferential transfers filed on behalf of WorldCom, Inc. and MCI, Inc.,
in the United States Bankruptcy Court for the Southern District of New York. The
action alleges that the Company received $1.5 million in July of 2002, which was
a payment within 90 days of the date that WorldCom, Inc. and its subsidiaries
10
commenced their bankruptcy by filing under Chapter 11 of the Bankruptcy Code.
The Company has not filed an answer at this point in time and is unable to make
a determination as to the likelihood of an unfavorable outcome. The range of the
possible loss is up to $1.5 million.
Employment Agreements. The Company has employment agreements with its
CEO and CFO. The employment agreements expire on June 30, 2005.
The Company is party to several lawsuits. Management cannot predict the
outcome of the litigation, and is unable to estimate the impact that ultimate
resolution of these matters may have on our financial position or future results
of operations.
11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Upon completion of the sale of substantially all of our operating
assets to Open Wheel in February 2004, most of our employees resigned and
accepted employment with Open Wheel and we ceased operations. We cannot list
here all the risks and uncertainties that could cause our financial results to
differ materially from our present expectations or projections regarding the
estimated distribution to shareholders, but we can identify many of them. These
are set forth in "Factors That May Affect Future Results."
The following information is presented primarily for historical
purposes and should be read noting that the Company is no longer involved in an
active business.
CRITICAL ACCOUNTING POLICIES
Use of Estimates
The following discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting periods.
Significant accounting estimates include the allowance for doubtful
accounts for trade accounts receivable, income taxes and related valuation
allowances, litigation and certain accrued liabilities.
We believe that the estimates, assumptions and judgments involved in
the accounting policies described below have a material impact on our financial
statements. These areas are subject to the risks and uncertainties we describe
in this report. Actual results, therefore, could differ from those estimated.
Litigation
We are involved in litigation as a part of our normal course of
business and as a result of CART, Inc.'s bankruptcy filing. Our litigation
proceedings are included in our most recent Form 10-K, Item 3: Legal Proceedings
and updated, as needed, in Part II-Other Information, Item 1: Legal Proceedings
in this Form 10-Q. When a complaint is filed by or against us that represents a
material claim, we disclose the proceeding in our financial statements. When a
claim against us is probable and reasonably estimable, we record the expense.
When we are the party filing the claim, we do not record gain contingency until
any recovery from the claim are assured.
RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2005
We plan to liquidate our remaining assets, pay off our remaining
liabilities and complete the process of liquidation and winding up the Company's
affairs as soon as practicable.
In 2005, the Company does not expect to receive any revenue as it has
ceased operation and is in the process of winding up its affairs.
Expenses will be incurred to complete the wind up of the Company. Wind
up expenses will be incurred for salaries and benefits, office, legal,
accounting and public company expenses.
12
Total revenues were $1,000 for the three months ended March 31, 2005,
related to miscellaneous receipts.
Total expenses were $385,000 for the three months ended March 31, 2005.
Expenses consisted of legal and consulting fees of $110,000, salaries, employee
and related expenses of $200,000, insurance of $72,000 and other office and
miscellaneous expenses and credits.
Interest income from cash investments for three months ended March 31,
2005 was $25,000.
Income tax expense recorded during the three month ended March 31,
2004, was $25,000 for a state income tax audit for the 2000 tax year.
Net loss for the three months ended March 31, 2005 was $384,000.
RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2004
We plan to liquidate our remaining assets, pay off our remaining
liabilities and complete the process of liquidation and winding up the company's
affairs as soon as practicable.
In 2004, the only revenues the Company expects to receive are from
sanctioning revenues paid to us by Open Wheel for sanctioning their races for
the 2004 season, miscellaneous revenue and interest income from our remaining
cash reserves. Sanctioning fees were $12,500 per domestic race. No sanction fees
were recognized in the three months ended March 31, 2004. Total revenues were
$54,000 for the three months ended March 31, 2004, related to equipment rental
and other miscellaneous revenues.
Expenses will be incurred to complete the wind up of the Company. Wind
up expenses will be incurred for salaries and benefits, severance and related
expenses, office, legal, accounting and public company expenses. CART, Inc.,
will also incur expenses related to setting up a liquidation trust and expenses
of a liquidation trustee as well as other expenses related to its Chapter 11
Bankruptcy filing.
Total expenses were $2.2 million for the three months ended March 31,
2004. Administrative expenses consisted of normal operating expenses through,
February 13, 2004, the date the "Asset Purchase Agreement" was finalized.
Expenses consisted of legal and consulting fees of $1.4 million, salaries,
employee and severance related expenses of $591,000, offices expenses of $75,000
and other miscellaneous expenses.
Net loss for the quarter ended March 31, 2004 was $2.1 million.
LIQUIDITY AND CAPITAL RESOURCES
We currently intend to liquidate our remaining assets, pay off our
remaining liabilities and complete the process of liquidation and winding up the
Company's affairs. Our Board of Directors has not adopted a plan of liquidation
and dissolution at this time but will consider this option when all material
claims of the CART Liquidating Trust are resolved and paid. In the event that
our Board of Directors adopts a plan of liquidation and dissolution, we would
expect to incur liquidation expenses, in addition to payments of ongoing
operating expenses and settlement of existing or potential obligations.
Liquidation expenses may include, among others, employee salaries, severance and
related costs, legal and accounting fees, as well as payments to a liquidation
trustee. While we cannot currently make a precise estimate of the expenses, we
believe a significant portion of our current cash may be required to pay the
above expenditures.
13
Since our inception, we have funded our operations and capital
expenditures from the proceeds of our public offerings and available cash. At
March 31, 2005, we had $5.1 million in working capital, and our primary source
of liquidity was $5.1 million in cash and cash equivalents. Our cash balance on
March 31, 2005 was $5.1 million, a net decrease of $346,0000 from December 31,
2004. This decrease was the result of net cash used in operating activities of
$346,000.
In April 2002, we entered into a lease for our new corporate
headquarters in Indianapolis, Indiana. The lease commenced on May 1, 2002 and
expires on October 31, 2010. The total amount due through the life of the lease
as of March 31, 2005 is $1.7 million. We have sublet this office space to Open
Wheel, and retain office space for our use, at no cost. However, we remain
liable on the lease.
Payments due by Period
----------------------
Less Than 1-3 4-5 After 5
Contractual Obligations Total 1 Year Years Years Years
----------------------- ------------ ---------- ---------- ---------- -------
Operating Leases* $ 1,725,055 $ 308,965 $ 926,895 $ 489,195 $ --
------------ ---------- ---------- ---------- -------
* Sublet to Open Wheel Racing Series for the amounts of lease obligations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
WE CANNOT ASSURE YOU OF THE AMOUNT, IF ANY, OF ANY DISTRIBUTION TO OUR
STOCKHOLDERS UNDER A PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION.
Liquidation and dissolution may not create value to our stockholders or
result in any remaining capital for distribution to our stockholders. We cannot
assure you of the precise nature and amount of any distribution to our
stockholders pursuant to a plan of distribution. Uncertainties as to the precise
net value of our non-cash assets and the ultimate amount of our liabilities make
it impracticable to predict the aggregate net value, if any, ultimately
distributable to our stockholders. The actual nature and amount of all
distributions will depend in part upon our ability to settle our liabilities or
potential liabilities. We may not be successful in doing so to return a
meaningful amount of cash to our stockholders.
WE MAY NOT BE ABLE TO SETTLE ALL OF OUR OBLIGATIONS TO CREDITORS.
We have current and future obligations to creditors. These include,
without limitation, long-term contractual obligations. As part of the wind down
process, we will attempt to settle our obligations with our creditors. We may
not, however, succeed in doing so. If we cannot reach an agreement with a
creditor concerning an obligation, that creditors may choose to bring a lawsuit
against us. Any litigation could delay or even prevent us from completing the
plan of dissolution. Moreover, amounts required to settle our obligations to
creditors will reduce the amount of remaining capital available for
distributions to stockholders.
WE WILL CONTINUE TO INCUR CLAIMS, LIABILITIES AND EXPENSES WHICH WILL REDUCE THE
AMOUNT AVAILABLE FOR DISTRIBUTION TO STOCKHOLDERS.
Claims, liabilities and expenses from operations (such as operating
costs, salaries, directors' and officers' insurance, payroll and local taxes,
legal, accounting and consulting fees and miscellaneous office expenses) will
continue to be incurred as we wind down. These expenses will reduce the amount
of assets available for ultimate distribution to stockholders. If available cash
is not adequate to provide for our
14
obligations, liabilities, expenses and claims, we may not be able to distribute
meaningful cash, or any cash at all, to our stockholders.
DISTRIBUTION OF ASSETS, IF ANY, TO OUR STOCKHOLDERS COULD BE DELAYED.
Our Board of Directors has not established a firm timetable for
proposing to our stockholders a plan of liquidation, nor can we assure approval
of such a plan or the amount of any distributions to our stockholders. We are
currently unable to predict the precise timing of any distribution, if any,
pursuant to our wind down. The timing of distribution, if any, will depend on
and could be delayed by, among other things, the timing of claim settlements
with creditors and potential litigation. Additionally, a creditor could seek an
injunction against the making of distributions to our stockholders on the
grounds that the amounts to be distributed were needed to provide for the
payment of our liabilities and expenses. Additionally, we could seek protection
from creditors under the federal bankruptcy code. Any action of this type could
delay or substantially diminish, or eliminate, the amount available for
distribution to our stockholders.
IF WE FAIL TO CREATE AN ADEQUATE CONTINGENCY RESERVE FOR PAYMENT OF OUR EXPENSES
AND LIABILITIES, OUR STOCKHOLDERS COULD BE HELD LIABLE FOR PAYMENT TO OUR
CREDITORS OF EACH SUCH STOCKHOLDER'S PRO RATA SHARE OF AMOUNTS OWED TO THE
CREDITORS IN EXCESS OF THE CONTINGENCY RESERVE, UP TO THE AMOUNT ACTUALLY
DISTRIBUTED TO SUCH STOCKHOLDER.
If a plan of dissolution is proposed to and ratified and approved by
our stockholders, we will file a Certificate of Dissolution with the State of
Delaware dissolving the Company. Pursuant to the Delaware General Corporation
Law, we will continue to exist for three years after the dissolution becomes
effective or for such longer period as the Delaware Court of Chancery shall
direct, for the purpose of prosecuting and defending suits against us and
enabling us gradually to close our business, to dispose of our property, to
discharge our liabilities and to distribute to our stockholders any remaining
assets. Under the Delaware General Corporation Law, in the event we fail to
create an adequate contingency reserve for payment of our expenses and
liabilities during this three-year period, each stockholder could be held liable
for payment to our creditors of such stockholder's pro rata share of amounts
owed to creditors in excess of the contingency reserve, up to the amount
actually distributed to such stockholder.
However, the liability of any stockholder would be limited to the
amounts previously received by such stockholder from us (and from any
liquidating trust or trusts) in the dissolution. Accordingly, in such event a
stockholder could be required to return all distributions previously made to
such stockholder. In such event, a stockholder could receive nothing from us
under the plan of dissolution. Moreover, in the event a stockholder has paid
taxes on amounts previously received, a repayment of all or a portion of such
amount could result in a stockholder incurring a net tax cost if the
stockholder's repayment of an amount previously distributed does not cause a
commensurate reduction in taxes payable. There can be no assurance that the
contingency reserve established by us will be adequate to cover any expenses and
liabilities.
WE DO NOT EXPECT TO RECOGNIZE ANY MATERIAL REVENUE IN THE FUTURE
We do not expect to recognize much, if any, additional revenue.
Furthermore, it may be difficult to collect receivables now that we have
announced our intent to wind down.
WE WILL CONTINUE TO INCUR THE EXPENSES OF COMPLYING WITH PUBLIC COMPANY
REPORTING REQUIREMENTS.
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We have an obligation to continue to comply with the applicable
reporting requirements of the Securities Exchange Act of 1934, as amended,
referred to as the "Exchange Act," even though compliance with such reporting
requirements is economically burdensome.
RELATED PARTY TRANSACTIONS
Gerald R. Forsythe, is one of the principal members of Open Wheel which
purchased the assets of CART, Inc. pursuant to an Asset Purchase Agreement,
entered into in February 2004. The consideration paid to CART, Inc., for the
purchase of the assets, along with the stock of Promotion Agency, Ltd. And CART
Licensed Products, Inc. was $3.3 million in cash, the assumption by the buyer of
$1.4 million in prize money owed to teams not affiliated with the principals of
Open Wheel, forgiveness of $1.3 million in prize money due teams affiliated with
principals of Open Wheel, including Mr. Forsythe and the assumption of certain
promoter, sponsorship, and other contracts. The agreement was approved by the
order of the bankruptcy court at a hearing on January 28, 2004.
In 2004, the Company sanctioned the races for Open Wheel. The Company
received $12,500 for each domestic race it sanctions and was reimbursed for
various expenses it incurred in sanctioning the events.
We have also sub-leased our Indianapolis office and warehouse to Open
Wheel for substantially the same terms as our lease, we remain obligated on the
lease which runs through 2010.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
With the exception of historical information contained in this Form
10-Q, certain matters discussed are forward-looking statements. These
forward-looking statements involve risks that could cause the actual results and
plans for the future to differ from these forward-looking statements. The
factors listed below, among others, could cause the forward-looking statements
to differ from actual results and plans:
Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements is
contained in the Company's SEC filings made from time to time, including, but
not limited to, the Form 10-K for the year ended December 31, 2004. Copies of
those filings are available from the Company and at the SEC's website
www.sec.gov. The Company undertakes no obligation to update publicly any
forward-looking statements as a result of new information, future events, or
otherwise.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
INTEREST RATE RISK. Our investment policy was designed to maximize
safety and liquidity while maximizing yield within those constraints. At March
31, 2005, our cash equivalents consisted of money market funds. Because of the
relatively short-term nature of our investments, our interest rate risk is not
considered significant.
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ITEM 4: CONTROLS AND PROCEDURES
(a) As of March 31, 2004 we carried out an evaluation, under the
supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting
them to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings.
(b) Upon completion of the sale of substantially all of our operating
assets to Open Wheel in February 2004, most of our employees resigned
and accepted employment with Open Wheel and we ceased operations. We
are in the process of winding up the affairs of the Company. We
currently have two employees, the Chief Executive Officer and Chief
Financial Officer, and we also use temporary accounting help in winding
up the Company's affairs. Our accounting staff consists of our Chief
Financial Officer. All significant expenditures are authorized and
approved by our Chief Executive Officer and considering the current
state of the Company's affairs believe we have effective internal
controls and authorizations in place.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On December 12, 2003, S. R. Holdings Co. filed an action against the
Company and Raceworks, LLC, its wholly owned limited liability company,
for an alleged breach of contract to provide concession services at the
Champ Car World Series race held in Miami, Florida in 2003 and in
future years. The case was filed in the Circuit Court of Miami, Dade
County, Florida. The Company and S. R. Holdings Co. have agreed to
settle all claims for a payment by the Company of approximately
$20,000. The parties are finalizing the settlement agreement and
dismissal of the lawsuit.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by Christopher R. Pook, Chief Executive Officer
dated as of May 15, 2005.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by Thomas L. Carter, Chief Financial Officer
dated as of May 15, 2005.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by Christopher R. Pook, Chief Executive Officer
dated as of May 15, 2005.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by Thomas L. Carter, Chief Financial Officer dated
as of May 15, 2005.
(b) Reports on Form 8-K.
1) On March 31, 2005, Championship Auto Racing Teams, Inc.
announced that it was unable to file its 2004 Annual Report
on Form 10-K with the U.S. Securities and Exchange
Commission (SEC) by the deadline of March 31, 2005. The
Company filed a Form 12b-25 with the SEC, which grants an
automatic fifteen-day extension to the Form 10-K filing
deadline in order to complete the audit of its financial
statements for the year ended December 31, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
Date: May 15, 2005 By: /s/ Thomas L. Carter
-------------------- -----------------------
Thomas L. Carter
Chief Financial Officer
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