FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended: SEPTEMBER 30, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File No. 2-98277-C
BRAINERD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1428861
(State or other jurisdiction of incorporation) (IRS Employer
Identification No.)
17113 MINNETONKA BOULEVARD, SUITE 214,
MINNETONKA, MN 55345
(Address of principal executive offices) (Zip code)
(612) 475-1500
(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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date
677,830 COMMON SHARES AS OF NOVEMBER 7, 1995
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
BRAINERD INTERNATIONAL, INC.
BALANCE SHEET
<CAPTION>
ASSETS
September 30, 1995 December 31, 1994
(Not Audited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 352,340 $ 115,496
Prepaid Expenses 37,923 41,559
Total Current Assets $ 390,263 $ 157,055
PROPERTY & EQUIPMENT AT COST
Buildings $ 1,206,472 $ 1,005,276
Race Track 790,127 790,127
Bleachers 761,297 761,297
Site Improvements 703,758 588,560
Equipment 324,250 277,416
Automotive 207,807 194,691
Furniture and Fixtures 18,403 18,403
$ 4,012,114 $ 3,635,770
Less Accumulated Depreciation 1,775,502 1,663,002
$ 2,236,612 $ 1,972,768
Land 130,791 130,791
Total Property and Equipment $ 2,367,403 $ 2,103,559
TOTAL ASSETS $ 2,757,666 $ 2,260,614
</TABLE>
<TABLE>
BRAINERD INTERNATIONAL, INC.
BALANCE SHEET
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
September 30, 1995 December 31, 1994
(Not Audited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable $ 5,590 $ 6,037
Accrued Expenses 26,435 8,226
Deferred Income 17,944 32,297
Current Maturities of Long-term
Obligations 76,021 76,021
Total Current Liabilities $ 125,990 $ 122,581
LONG-TERM OBLIGATIONS:
Installment Obligation $ 469,438 $ 531,845
TOTAL LIABILITIES $ 595,428 $ 654,426
Stockholders' Equity
Common Stock - $0.01 par value:
10,000,000 shares authorized;
677,830 shares issued and
outstanding $ 6,778 $ 6,778
Paid in capital 3,432,303 3,429,978
Accumulated deficit (1,276,843) (1,830,568)
Total Stockholders' Equity $ 2,162,238 $ 1,606,188
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 2,757,666 $ 2,260,614
</TABLE>
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<TABLE>
BRAINERD INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
<CAPTION>
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30, 1995 September 30, 1994 September 30, 1995 September 30, 1994
(Not Audited) (Not Audited) (Not Audited) (Not Audited)
<S> <C> <C> <C> <C>
Revenues $ 2,194,491 $ 1,926,654 $ 2,676,107 $ 2,370,753
Operating Expenses 1,083,880 1,069,037 1,395,846 1,507,335
Gross Profit $ 1,110,611 $ 857,617 $ 1,280,262 $ 863,418
General and Administrative 240,646 238,500 698,684 652,934
Operating Income $ 869,965 $ 619,117 $ 581,578 $ 210,484
Other Income (Expense)
Miscellaneous Income 8,674 4,930 34,536 40,159
Interest Expense (29,405) (26,139) (62,388) (45,993)
Total Other (Expense) (20,731) (21,209) (27,852) (5,834)
Income Before Taxes $ 849,234 $ 597,908 $ 553,725 $ 204,650
Net Income $ 849,234 $ 597,908 $ 553,725 $ 204,650
Retained Earnings (Deficit)
Beginning of Period $(2,126,077) $(2,394,007) $(1,830,568) $(2,000,749)
Retained Earnings (Deficit)
End of Period $(1,276,843) $(1,796,099) $(1,276,843) $(1,796,099)
Earnings Per
Common Share $ 1.25 $ .88 $ .82 $ .30
Weighted Average Shares
Outstanding 677,830 677,830 677,830 677,830
</TABLE>
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<TABLE>
BRAINERD INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 1995 September 30, 1994
(Not Audited) (Not Audited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 553,725 $ 204,650
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation $ 112,500 $ 112,500
(Increase) Decrease in prepaid expense 3,636 20,606
Increase (Decrease) in accounts payable (447) (89,350)
Increase (Decrease) in accrued expenses 18,209 (6,136)
Increase (Decrease) in deferred income (14,353) (25,050)
Net Cash Provided by (Used in)
Operating Activities: $ 673,270 $ 217,040
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property & Equipment $ (376,344) $ (92,043)
Net Cash Provided by (Used in)
Investing Activities: $ (376,344) $ (92,043)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Long-Term
Obligations $ 500,000
Repayment of Long-Term Obligations (62,407) (512,847)
Funds received from shareholders for
short-swing profit earned on their sales
of stock 2,325
Net Cash Provided by (Used in) Financing
Activities $ (60,082) $ 37,153
-4-
Net Increase (Decrease) in Cash $ 236,844 $ 162,150
Cash at Beginning of Period 115,496 18,113
Cash at End of Period $ 352,340 $ 180,263
</TABLE>
BRAINERD INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)
NOTE 1. FINANCIAL STATEMENTS
The condensed balance sheet as of September 30, 1995, the condensed
statements of operations for the three and nine-month periods ended
September 30, 1995 and 1994, and the statement of cash flows for the nine
months ended September 30, 1995 and 1994, have been prepared by Brainerd
International, Inc. (the "Company") without audit. In the opinion of
management, all adjustments necessary to present fairly the financial
position of the Company as of the September 30, 1995, and the results of
operation and cash flows for the periods presented have been made. The
results of operations for interim periods are not indicative of the
results for the year due to the seasonal nature of the Company's business.
The Financial Statements should be read in conjunction with the Financial
Statements and notes thereto included in the Company's December 31, 1994,
Annual Report on Form 10-KSB.
NOTE 2. EARNINGS PER SHARE
Earnings per share were computed by dividing the net income for the
period by the weighted average common shares outstanding during the
period. For the nine month periods ended September 30, 1995 and 1994, the
weighted averages of the Common Shares outstanding were 677,830 and
677,830.
NOTE 3. INCOME TAXES
The income tax provision reconciled to the tax computed at the
statutory federal rate as follows:
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<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Income tax expense
(beneficial at statutory rate) $ 253,000 $ -
(Recognized) net operating loss (253,000) $ -
$ - $ -
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
From the time of its formation in 1982, Brainerd International, Inc.
("Brainerd") has operated the Brainerd International Raceway, a motor
sports facility located approximately six miles northwest of Brainerd,
Minnesota. Substantially all of Brainerd's revenues have been obtained
from motor vehicle racing events at the raceway. Historically, Brainerd
has scheduled racing and other events to be held at the Brainerd
International Raceway during weekends in the months of May through
September each year; however, Brainerd conducted a snowmobile racing event
during the 1994-1995 New Year's weekend.
While Brainerd has scheduled approximately 35 events during each
season, a limited number of major spectator events provide a substantial
portion of Brainerd's revenues with one event, the Champion Auto Stores
Nationals, having provided 58 percent, 56 percent and 56 percent of
Brainerd's operating revenues for the last three years. Revenues from the
major spectator events are provided from the sale of admissions to the
event, the sale of concessions and fees paid by spectators and
participants for camping access at the Brainerd International Raceway.
The receipt of such revenues is affected by weather conditions. Even if
an event is not cancelled due to rain or other adverse weather conditions,
poor weather conditions will reduce attendance and the sale of
concessions.
In addition to spectator-related revenues, Brainerd receives:
(i) sponsorship fees from businesses which promote their products and
services at the Brainerd International Raceway; (ii) entry fees from
participants in the races and other events; and (iii) rent for use of the
track for private racing events, driving schools and the testing or
filming of motor vehicle operations.
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The costs of operations reported in Brainerd's financial statements
reflect the direct expenses incurred in holding events at and the leasing
of the Brainerd International Raceway for events including expenses paid
by Brainerd on behalf of lessees of the Brainerd International Raceway.
They do not include the salaries of Brainerd's four full-time employees,
real estate taxes and other "overhead" types of expenses which are
included in the financial statements as general and administrative
expenses.
The shareholders of Brainerd will meet on November 21, 1995, to vote
on approving several proposals which, if approved will result in a
substantial restructuring of Brainerd. If approved by its shareholders,
Brainerd will acquire The Colonel's, Inc., in exchange for 23,500,000
shares of Brainerd. The Colonel's, Inc., which is based in Milan,
Michigan, is a leading supplier of plastic replacement bumpers and facias
for the automotive aftermarket industry in North America. If approved by
its shareholders, Brainerd will re-incorporate under the laws of the State
of Michigan which will result in an increase in the authorized capital
stock of the corporation and will result in the corporation changing its
name to The Colonel's International, Inc. If approved by its
shareholders, Brainerd will transfer the Brainerd International Raceway to
a wholly owned subsidiary which will continue the operation of the
facility. As a result of the restructuring, Brainerd will become a
holding company with two operating subsidiaries, The Colonel's, Inc. and
Brainerd International Raceway, Inc. which will operate their respective
businesses.
LIQUIDITY AND CAPITAL RESOURCES
The seasonal nature of the operation of the Brainerd International
Raceway creates liquidity issues for Brainerd. Brainerd receives
virtually no revenues from operations during its first and fourth
quarters. Brainerd incurs significant expenses in preparing the Brainerd
International Raceway for the racing season and in promotion of upcoming
events beginning in its first quarter. Brainerd's cash requirements have
been met with cash retained from year to year, receipt of sponsorship
fees, advance ticket sales, and payment terms granted by Brainerd's
suppliers. Since February 1994, Brainerd has had a $300,000 line of
credit extended to it by its bank lender; however, Brainerd has not drawn
on such credit line.
In addition to regular maintenance of the Brainerd International
Raceway, Brainerd from time to time makes capital improvements to the
facility, including the acquisition of additional land and equipment and
the installation of grandstands and other spectator amenities. Under its
lease arrangement with the NHRA for the Champion Auto Stores Nationals
event, the NHRA will reimburse Brainerd for one-half of the cost of making
improvements approved by the NHRA. Brainerd is to receive a reimbursement
from the NHRA of approximately $60,000 in 1996 for significant
-7-
improvements made in 1993 and an additional approximately $30,000 in 1996
for improvements made in 1995. Brainerd received reimbursements of
approximately $90,000 in 1995 for the improvements. The reimbursements
are credited against the amounts paid to the NHRA from the event which has
the effect of reducing the event's operating costs.
With the completion of the quarter ended September 30, 1995, Brainerd
obtained an improvement in its working capital due in large part to its
operating results for the quarter. On September 30, 1995, Brainerd had
current assets of $390,263 and current liabilities of $125,990 for a
working capital surplus of $264,273.
During the first nine months of 1995, Brainerd spent approximately
$375,000 on capital improvements and equipment purchases for the Brainerd
International Raceway. The improvements included approximately $195,000
for improvements to restrooms, approximately $65,000 for the installation
of privacy fencing and landscaping on a portion of the facilities'
perimeter to meet requirements of local governmental authorities,
approximately $35,000 for the purchase of office and maintenance
equipment, approximately $30,000 for a pedestrian bridge over the road
course, approximately $25,000 for the installation of an above-ground
gasoline storage tank and approximately $13,000 for the purchase of two
maintenance vehicles.
Brainerd currently intends to make additional capital expenditures to
make improvements to the Brainerd International Raceway in 1996. The
contemplated expenditures include approximately $110,000 to repave the
track surface, approximately $30,000 to repave existing and add additional
parking areas and $20,000 to make additional restroom improvements.
Brainerd is also considering the expenditure of approximately $300,000 to
modify its grandstand seating in a manner which would add approximately
1,800 additional seats.
If the shareholders approve the acquisition of The Colonel's, Inc. and
the related transactions, Brainerd's capital resources will be
significantly changed. Brainerd understands that The Colonel's, Inc.
maintains a $4,500,000 credit line, a $6,000,000 term loan and various
equipment leases which, together with cash flow from operations, provide
The Colonel's, Inc., with adequate working capital. Completion of the
acquisition of The Colonel's, Inc. by Brainerd and related transactions
will require the consent of Brainerd's bank lender which has extended to
Brainerd a $300,000 credit line and a term loan with a $450,000 balance.
Brainerd has requested such consent.
RESULTS OF OPERATIONS
In the third quarters of 1995 and 1994, Brainerd held four of the six
principal spectator events held at the Brainerd International Raceway in
1995 and 1994. Included in those events was the Champion Auto Stores
-8-
National which has accounted for more than one-half of Brainerd's revenues
for more than the previous four years. The agreement between Brainerd and
the National Hot Rod Association under which the event is held expires
upon completion of the 1996 racing season; however, Brainerd expects that
the NHRA will, as it has in the past, exercise its option to renew the
agreement. Revenues increased $267,837 or approximately 13.9 percent to
$2,194,491 in the third quarter of 1995 compared to $1,926,654 in the
third quarter of 1994. Management attributes the increase in revenues to
increased attendance at and favorable weather conditions in connection
with the Champion Auto Stores Nationals. Operating expenses increased
only $14,843 or approximately 1.4 percent to $1,083,880 in the quarter
compared to $1,069,037 in the third quarter of 1994. Management
attributes the modest increase in operating expenses in part to the effect
of contributions made by the NHRA towards the capital improvements to the
Brainerd International Raceway. The amounts paid to the NHRA with respect
to the event and thus the operating expenses for the event are reduced by
the NHRA contribution. The NHRA contribution towards the cost of
improvements made in 1995 resulted in an approximately $30,000 reduction
in amounts which would have otherwise been paid to the NHRA.
Operating expenses through the first nine months of 1995 were
$1,395,846 which represented an approximately 7.4 percent decrease from
those incurred in the same period in 1994. Management attributes the
decrease to the reduction in operating expenses realized in the second
quarter of 1995 compared to that incurred in 1994. The savings arose from
the different manner in which the Pontiac Excitement 300 race was held in
those two years. In 1995, the sanctioning body for the event acted as
promoter for the event rather than Brainerd. As a result, Brainerd was
not required to pay a sanction fee, prizes, appearance fees or other
expenses for the event.
The increase in revenue realized in the third quarter and the
reduction in operating costs realized in the second quarter resulted in
Brainerd obtaining net income of $553,725 through the first nine months of
1995 or approximately $0.82 per share which represents an approximately
170 percent increase over the net income for the first nine months of
1994.
-9-
PART II
ITEM 1. LEGAL PROCEEDINGS
Other than the developments reported in the report for the period
ending June 30, 1995, there have been no material developments with
respect to legal proceedings involving Brainerd or the commencement of any
additional legal proceedings involving Brainerd.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Brainerd will have a meeting of its shareholders on November 21, 1995.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 13, 1995 BRAINERD INTERNATIONAL, INC.
By: \s\ Gary Moore
Gary Moore
Chairman of the Board and
Chief Executive Officer
By: \s\ J. Daniel Frisina
J. Daniel Frisina
Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS OF BRAINERD INTERNATIONAL, INC. FOR THE
PERIOD ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 352,340
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 390,263
<PP&E> 4,142,905
<DEPRECIATION> 1,775,502
<TOTAL-ASSETS> 2,757,666
<CURRENT-LIABILITIES> 125,990
<BONDS> 0
<COMMON> 2,162,238
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,757,666
<SALES> 2,676,107
<TOTAL-REVENUES> 2,710,643
<CGS> 1,395,846
<TOTAL-COSTS> 2,094,530
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62,338
<INCOME-PRETAX> 553,725
<INCOME-TAX> 0
<INCOME-CONTINUING> 553,725
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 553,725
<EPS-PRIMARY> .82
<EPS-DILUTED> .82
</TABLE>
