U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 10, 2000
( ) TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM TO
- -----
COMMISSION FILE NO. 0-15030
WINTER SPORTS, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
MONTANA 81-0221770
(STATE OF INCORPORATION) (I.R.S. EMPLOYER I.D. NO.)
P.O. BOX 1400, WHITEFISH, MONTANA 59937
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE (406) 862-1900
FORMER NAME, FORMER ADDRESS & FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS, AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
AS OF OCTOBER 13, 2000 THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON
STOCK, NO PAR VALUE, WAS 1,005,268.
TRANSITION SMALL BUSINESS DISCLOSURE FORMAT YES NO X
WINTER SPORTS, INC.
INDEX
PAGE NO.
PART I.FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
AT:
SEPTEMBER 10, 2000(UNAUDITED)
SEPTEMBER 12, 1999(UNAUDITED)
MAY 31, 2000
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS:
JUNE 1, 2000 - SEPTEMBER 10, 2000(UNAUDITED)
JUNE 1, 1999 - SEPTEMBER 12, 1999(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS:
JUNE 1, 2000 - SEPTEMBER 10, 2000(UNAUDITED)
JUNE 1, 1999 - SEPTEMBER 12, 1999(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
WINTER SPORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
9/10/00 9/12/99 5/31/00
UNAUDITED UNAUDITED NOTE 2
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $ 51,726 $226,818 $ 297,356
CERTIFICATES OF DEPOSIT 0 7,125 0
RECEIVABLES (NET OF RESERVE FOR
BAD DEBTS OF $17,680, $23,803
AND $17,680, RESPECTIVELY) 151,652 124,980 85,895
RECEIVABLES - RELATED PARTIES 0 15,003 17,258
INCOME TAX REFUND RECEIVABLE 258,373 315,669 190,284
CURRENT DEFERRED TAX ASSET 27,320 24,516 27,320
INVENTORIES 412,541 424,003 406,876
PREPAID EXPENSES 66,840 90,022 223,708
TOTAL CURRENT ASSETS 968,452 1,228,136 1,248,697
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT,
AT COST 24,317,602 23,693,175 24,350,639
ACCUMULATED DEPRECIATION
AND AMORTIZATION (13,334,468) (12,006,310) (13,346,404)
10,983,134 11,686,865 11,004,235
CONSTRUCTION IN PROGRESS 1,856,929 1,101,936 564,681
LAND AND DEVELOPMENT COSTS 2,460,822 3,797,696 3,051,961
NET PROPERTY AND EQUIPMENT 15,300,885 16,586,497 14,620,877
OTHER ASSETS 208,925 414,020 209,824
TOTAL ASSETS $16,478,262 $18,228,653 $16,079,398
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 250,650 $ 498,332 $ 844,126
ACCOUNTS PAYABLE -
RELATED PARTIES 0 15,482 21,784
EMPLOYEE COMPENSATION AND
RELATED EXPENSES 199,585 178,253 166,983
TAXES OTHER THAN
PAYROLL AND INCOME 244,291 253,477 142,440
INTEREST PAYABLE 13,935 18,320 45,063
DEPOSITS AND OTHER
UNEARNED INCOME 1,917,279 1,856,055 1,858,915
OTHER CURRENT LIABILITIES 28,716 9,172 15,338
TOTAL CURRENT LIABILITIES 2,654,456 2,829,091 3,094,649
LONG-TERM DEBT 2,966,319 6,304,245 1,996,319
DEFERRED INCOME TAXES 1,447,290 1,470,564 1,447,290
TOTAL LIABILITIES 7,068,065 10,603,900 6,538,258
STOCKHOLDERS' EQUITY
COMMON STOCK (5,000,000 SHARES
AUTHORIZED; NO PAR VALUE;
1,005,268, 1,008,368 AND
1,008,368 SHARES
OUTSTANDING) 4,090,886 4,099,174 4,099,174
ADDITIONAL PAID-IN CAPITAL 0 20,519 20,519
RETAINED EARNINGS 5,319,311 3,505,060 5,421,447
TOTAL STOCKHOLDERS' EQUITY 9,410,197 7,624,753 9,541,140
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $16,478,262 $18,228,653 $16,079,398
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
WINTER SPORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
6/ 1/00 6/ 1/99
TO TO
9/10/00 9/12/99
REVENUE
LIFTS $ 228,117 $ 241,699
FOOD, BEVERAGE AND RETAIL 143,830 335,017
EQUIPMENT RENTAL AND REPAIR 22,434 20,754
LODGING 60,231 52,508
LEASE, MANAGEMENT AND OTHER FEES 275,382 369,085
LEASE, MANAGEMENT AND OTHER FEES -
RELATED PARTIES 10,980 26,398
REAL ESTATE SALES 1,265,200 771,350
TOTAL REVENUE 2,006,174 1,816,811
OPERATING COSTS AND EXPENSES
DIRECT EXPENSE - LIFTS 217,393 247,749
COST OF FOOD, BEVERAGE AND RETAIL 61,865 117,738
COST OF REAL ESTATE SALES 360,522 369,929
PAYROLL AND RELATED EXPENSES 613,673 582,803
DIRECT EXPENSES 418,529 486,025
MARKETING 196,014 254,490
DEPRECIATION AND AMORTIZATION 15,378 14,831
GENERAL AND ADMINISTRATIVE 237,731 234,233
GENERAL AND ADMINISTRATIVE -
RELATED PARTIES 0 3,238
TOTAL OPERATING COSTS AND EXPENSES 2,121,105 2,311,036
OPERATING INCOME (LOSS) (114,931) (494,225)
OTHER INCOME (EXPENSE)
INTEREST INCOME 19,389 236
INTEREST EXPENSE (82,161) (126,444)
OTHER INCOME (EXPENSE) 7,478 78,210
TOTAL OTHER INCOME (EXPENSE) (55,294) (47,998)
INCOME (LOSS) BEFORE INCOME TAXES (170,225) (542,223)
PROVISION FOR (RECOVERY OF)
INCOME TAXES (68,089) (123,873)
NET INCOME (LOSS) $ (102,136) $ (418,350)
EARNINGS (LOSS) PER COMMON SHARE $ (0.10) $ (0.41)
WEIGHTED AVERAGE SHARES OUTSTANDING 1,005,268 1,008,368
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
WINTER SPORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
6/ 1/00 6/ 1/99
TO TO
9/10/00 9/12/99
NET CASH FLOW PROVIDED BY
PROVIDED BY (USED IN)
OPERATING ACTIVITIES: $ (319,847) $ 542,361
CASH FLOWS FROM INVESTING ACTIVITIES
SALE OF ASSETS 6,621 0
PROPERTY AND EQUIPMENT ACQUISITIONS (873,597) (266,551)
NET CASH (USED IN) INVESTING ACTIVITIES: (866,976) (266,551)
CASH FLOWS FROM FINANCING ACTIVITIES:
STOCK REPURCHASE PLAN (28,807) 0
PROCEEDS FROM DRAWS ON LONG-TERM REVOLVER 970,000 1,143,135
PRINCIPAL PAYMENTS ON LONG-TERM DEBT 0 (200,273)
PRINCIPAL PAYMENTS ON LONG-TERM REVOLVER 0 (1,227,986)
NET CASH PROVIDED BY
(USED IN) FINANCING ACTIVITIES: 941,193 (285,124)
NET (DECREASE)
IN CASH AND CASH EQUIVALENTS (245,630) (9,314)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 297,356 236,132
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 51,726 $ 226,818
SUPPLEMENTAL DISCLOSURES OF CASH PAID YEAR TO DATE FOR:
INTEREST (NET OF CAPITALIZED INTEREST) $ 74,609 $ 93,498
INCOME TAXES (NET OF REFUNDS) $ 0 $ 50
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
WINTER SPORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
THE FINANCIAL STATEMENTS INCLUDED HEREIN ARE CONDENSED ACCORDING TO 10-QSB
REPORTING REQUIREMENTS. THEY DO NOT CONTAIN ALL INFORMATION REQUIRED BY
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO BE INCLUDED IN A SET OF AUDITED
FINANCIAL STATEMENTS. THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ARE PREPARED BY MANAGEMENT AND ARE UNAUDITED. ACCORDINGLY, THE FINANCIAL
STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED
MAY 31, 2000.
IN THE OPINION OF MANAGEMENT, THE ACCOMPANYING CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS CONTAIN ALL ADJUSTMENTS (CONSISTING OF NORMAL RECURRING ACCRUALS)
NECESSARY FOR A FAIR PRESENTATION OF THE INTERIM PERIODS PRESENTED.
CERTAIN AMOUNTS IN THE SEPTEMBER 12, 1999 FINANCIAL STATEMENTS HAVE BEEN
RECLASSIFIED TO CONFORM TO THE SEPTEMBER 10, 2000 PRESENTATION.
NOTE 2 - MAY 31, 2000
THE BALANCE SHEET AT MAY 31, 2000 HAS BEEN CONDENSED FROM THE AUDITED FINANCIAL
STATEMENTS AT THAT DATE.
NOTE 3 - SEASONAL NATURE OF OPERATIONS
THE COMPANY'S OPERATIONS ARE HIGHLY SEASONAL IN NATURE. REVENUES, EARNINGS AND
CASH FLOW ARE GENERATED PRINCIPALLY FROM THE WINTER OPERATIONS OF LIFTS AND
RELATED FACILITIES. IT IS THE COMPANY'S PRACTICE TO RECOGNIZE SUBSTANTIALLY ALL
OF THE YEAR'S DEPRECIATION EXPENSE IN THE THIRD AND FOURTH QUARTERS IN ORDER TO
BETTER MATCH EXPENSES INCURRED IN GENERATING REVENUES DURING THE COMPANY'S MAIN
PERIODS OF BUSINESS. THE COMPANY ALSO GENERATES REVENUES FROM THE SALE OF REAL
ESTATE, WHICH IS ONGOING THROUGHOUT THE FISCAL YEAR. THEREFORE, THE RESULTS OF
OPERATIONS FOR THE INTERIM PERIODS ENDED SEPTEMBER 10, 2000 AND SEPTEMBER 12,
1999 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED FOR THE FULL
YEAR.
NOTE 4 - LEGAL PROCEEDINGS AND CONTINGENCIES
FROM TIME TO TIME, THE COMPANY HAS BEEN A DEFENDANT IN UNRELATED LAWSUITS FILED
BY INDIVIDUALS WHO ARE EACH SEEKING DAMAGES OF SPECIFIED AMOUNTS, FOR ALLEGED
PERSONAL INJURIES RESULTING FROM ACCIDENTS OCCURRING ON THE COMPANY'S PROPERTY
OR WHILE SKIING. THE COMPANY'S INSURANCE CARRIER PROVIDES DEFENSE AND COVERAGE
FOR THESE CLAIMS AND THE COMPANY'S PARTICIPATION HAS BEEN LIMITED TO ITS POLICY
DEDUCTIBLE. SUCH AMOUNTS ARE CHARGED TO GENERAL AND ADMINISTRATIVE EXPENSE UPON
SETTLEMENT.
NOTE 5 - NOTES PAYABLE
THE COMPANY CURRENTLY HAS A LOAN AGREEMENT WITH BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, DOING BUSINESS AS SEAFIRST BANK (SEAFIRST). THE
AGREEMENT PROVIDES FOR A $9,750,000 REVOLVING REDUCING LINE OF CREDIT, WHICH
MATURES ON JUNE 1, 2008. THE AGREEMENT CONTAINS COVENANTS THAT REQUIRE MINIMUM
NET WORTH, A FIXED CHARGE COVERAGE RATIO AND RESTRICTS INVESTMENT, DISPOSITION
OF ASSETS, CAPITAL EXPENDITURES, OUTSIDE BORROWING AND PAYMENT OF DIVIDENDS.
EACH JUNE 1, THE AMOUNT AVAILABLE UNDER THE LINE REDUCES BY $750,000. AT
SEPTEMBER 10, 2000 $5,283,681 WAS UNUSED OF THE $8,250,000 AVAILABLE UNDER THE
INSTRUMENT. AT SEPTEMBER 12, 1999 $3,478,000 WAS UNUSED OF THE $9,000,000
AVAILABLE UNDER THE INSTRUMENT. THE LOAN BEARS INTEREST AT OR BELOW SEAFIRST'S
PRIME RATE.
THE COMPANY ALSO HAD A TERM LOAN AGREEMENT WITH WHITEFISH CREDIT UNION FOR
FINANCING OF THE CONSTRUCTION OF A MIXED-USE CONDOMINIUM PROJECT. AT SEPTEMBER
12, 1999, THE BALANCE OF THE TERM LOAN WAS $782,253. DURING FISCAL YEAR ENDING
MAY 31, 2000, THE LOAN WAS PAID IN FULL.
NOTE 7 - BUSINESS SEGMENT INFORMATION
THE COMPANY OPERATES PRINCIPALLY IN TWO INDUSTRIES: THE OPERATION OF A SKI AREA
AND THE SALE OF REAL ESTATE. FINANCIAL INFORMATION BY INDUSTRY SEGMENT FOR THE
FIRST QUARTERS OF 2000 AND 1999 ARE SUMMARIZED AS FOLLOWS:
SKI AREA REAL ESTATE CONSOLIDATED
QUARTER ENDED 9/10/00
TOTAL REVENUE $ 690,793 $ 1,315,381 $ 2,006,174
OPERATING PROFIT (LOSS) $ (975,527) $ 860,596 $ (114,931)
DEPRECIATION AND AMORTIZATION $ 8,612 $ 6,766 $ 15,378
IDENTIFIABLE ASSETS $ 12,298,828 $ 4,179,434 $ 16,478,262
CAPITAL EXPENDITURES $ 873,597 $ 0 $ 873,597
QUARTER ENDED 9/12/99
TOTAL REVENUE $ 996,061 $ 820,750 $ 1,816,811
OPERATING PROFIT (LOSS) $ (854,873) $ 360,648 $ (494,225)
DEPRECIATION AND AMORTIZATION $ 8,548 6,283 $ 14,831
IDENTIFIABLE ASSETS $ 14,210,960 $4,017,693 $ 18,228,653
CAPITAL EXPENDITURES $ 266,551 $ 0 $ 266,551
WINTER SPORTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
FOR THE PERIOD
6/ 1/00 6/ 1/99
TO TO
9/10/00 9/12/99
GROSS REVENUES $ 2,006,174 $ 1,816,811
NET LOSS $ (102,136) $ (418,350)
LOSS PER COMMON SHARE $ (0.10) $ (0.41)
TOTAL ASSETS $16,478,262 $18,228,653
LONG-TERM DEBT LESS CURRENT PORTION $ 2,966,319 $ 6,304,245
RESULTS OF OPERATIONS, FIRST QUARTER AND YEAR TO DATE
REVENUES
TOTAL REVENUES FOR THE FIRST QUARTER THAT ENDED SEPTEMBER 10, 2000 WERE
$2,006,174, AN INCREASE OF $189,363 OR 10.4% FROM THE QUARTER THAT ENDED
SEPTEMBER 12, 1999. THE INCREASE WAS PRIMARILY DUE TO AN INCREASE IN REAL
ESTATE SALES OF $493,850 OR 64% IN THE FIRST QUARTER OF THE CURRENT YEAR
COMPARED WITH SALES IN THE FIRST QUARTER OF THE PRIOR YEAR. MANAGEMENT EXPECTS
REAL ESTATE SALES TO CONTINUE THROUGHOUT THE REST OF THE FISCAL YEAR. SKI AREA
REVENUE DECREASED FROM THE SAME QUARTER LAST YEAR DUE TO DECREASES IN LIFT
REVENUE AND LESSEE REVENUE DUE TO THE PERCEIVED FIRE DANGER EXPERIENCED IN
MONTANA DURING THE LATTER PART OF THE SUMMER SEASON. THE EFFECT OF THIS
PERCEIVED DANGER RESULTED IN A DECREASE OF REVENUE OF 29% FROM THE FIRST QUARTER
OF THE PREVIOUS YEAR.
OPERATING EXPENSES
TOTAL OPERATING COSTS AND EXPENSES IN THE QUARTER ENDED SEPTEMBER 10, 2000
DECREASED BY $189,931 FROM THE SAME QUARTER LAST YEAR. THE DECREASE IS DUE TO
DECREASES IN MARKETING AND THE COST OF FOOD, BEVERAGE & RETAIL. THE DECREASE IN
THE COST OF FOOD, BEVERAGE & RETAIL IS DUE TO THE FOOD AND BEVERAGE OPERATIONS
BEING OPERATED UNDER A MANAGEMENT AGREEMENT DURING THIS QUARTER COMPARED TO
BEING OPERATED BY THE COMPANY DURING THE FIRST QUARTER OF LAST YEAR.
OTHER EXPENSES
INTEREST EXPENSE FOR THE QUARTER ENDED SEPTEMBER 10, 2000 WAS $82,161, A
DECREASE OF $44,283 OR 35% LOWER THAN THE FIRST QUARTER LAST YEAR. INTEREST
EXPENSE DECREASED DUE TO LOWER DEBT LEVELS ON THE COMPANY'S OPERATING LINE OF
CREDIT AND THE REPAYMENT OF THE LOAN WITH WHITEFISH CREDIT UNION DURING THE
FISCAL YEAR ENDING MAY 31, 2000.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL AT THE END OF THE QUARTER WAS $(1,686,004) WHICH IS A DECREASE
OVER THE PRIOR YEAR'S $(1,600,955). THE DECREASE IS PRIMARILY DUE TO THE
DECREASE IN CASH AND AN INCREASE IN DEPOSIT AND OTHER UNEARNED INCOME DURING THE
QUARTER ENDED SEPTEMBER 10, 2000.
TOTAL LIABILITIES OF $7,068,065 REPRESENT 75% OF STOCKHOLDERS' EQUITY AT
SEPTEMBER 10, 2000, DOWN FROM $10,603,900 OR 139% OF STOCKHOLDERS' EQUITY AT
SEPTEMBER 12, 1999.
THE COMPANY'S BOARD OF DIRECTORS AUTHORIZED A STOCK REPURCHASE PROGRAM ON MAY
19, 2000. UNDER THIS PROGRAM THE COMPANY COULD REPURCHASE UP TO 40,000 SHARES OF
THE COMPANY'S OUTSTANDING COMMON STOCK AT PREVAILING MARKET PRICES FROM TIME TO
TIME OVER THE NEXT SIX TO EIGHT MONTHS. AS OF OCTOBER 13, 2000 THE COMPANY HAD
REPURCHASED 3,100 SHARES UNDER THIS PROGRAM.
MANAGEMENT CONTINUALLY EVALUATES THE COMPANY'S CASH AND FINANCING REQUIREMENTS.
OVER THE YEARS, THE COMPANY HAS OBTAINED FAVORABLE FINANCING FROM FINANCIAL
INSTITUTIONS WHEN NECESSARY TO FUND OFF-SEASON REQUIREMENTS AND CAPITAL
ACQUISITIONS. THE COMPANY HAS A REVOLVING, REDUCING CREDIT AGREEMENT THAT
PROVIDES FINANCIAL RESOURCES ALLOWING THE COMPANY TO MEET SHORT-TERM OPERATING
NEEDS AND FUND CAPITAL EXPENDITURES. THE $9.75 MILLION AGREEMENT REDUCES
AVAILABLE CAPACITY BY $750,000 EACH JUNE 1. AT SEPTEMBER 10, 2000, $2,966,319
WAS OUTSTANDING WITH $5,783,681 OF UNUSED CAPACITY ON THE $8,250,000 LINE OF
CREDIT.
FORWARD-LOOKING STATEMENTS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS REGARDING MATTERS THAT ARE
SUBJECT TO RISKS AND UNCERTAINTIES. FOR SUCH STATEMENTS, THE COMPANY CLAIMS THE
PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS CONTAINED IN
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN EACH FORWARD-LOOKING
STATEMENT DUE TO VARIOUS FACTORS THAT ARE OUTSIDE THE COMPANY'S CONTROL.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
REFERENCE IS MADE TO NOTE 4 OF THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS OF THIS FORM 10-QSB, WHICH IS INCORPORATED
HEREIN BY REFERENCE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
AT THE REGULAR ANNUAL MEETING OF SHAREHOLDERS HELD ON OCTOBER 17,
2000, THE SHAREHOLDERS RE-ELECTED 9 CURRENT DIRECTORS TO ONE YEAR
TERMS. WHEN VOTING FOR DIRECTORS, SHAREHOLDERS ARE ENTITLED TO
CAST 9 VOTES FOR EACH SHARE OF COMMON STOCK HELD WITH CUMULATIVE
VOTING ALLOWED. THE SHAREHOLDERS ALSO VOTED TO RATIFY JORDAHL &
SLITER, PLLC AS INDEPENDENT AUDITORS. THE TABLES
BELOW SUMMARIZE THE VOTING RESULTS:
ELECTION OF DIRECTORS
VOTES FOR VOTES WITHHELD
CHARLES R. ABELL 1,206,225 26,990
JEROME T. BROUSSARD 692,091 147,985
BRIAN T. GRATTAN 695,725 85,010
CHARLES P. GRENIER 826,291 72,610
DENNIS L. GREEN 695,249 145,179
JERRY J. JAMES 696,971 84,353
MICHAEL T. JENSON 834,600 69,918
DARREL R. MARTIN 828,988 71,671
MICHAEL J. MULDOWN 1,066,773 42,979
RATIFICATION OF AUDITORS
SHARES VOTED FOR 816,369
SHARES VOTED AGAINST 379
SHARES ABSTAINING 23,309
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT 10-9 EMPLOYMENT AGREEMENT BETWEEN MICHAEL COLLINS AND
WINTER SPORTS, INC. DATED SEPTEMBER 1,2000.
3.2 BY-LAWS 9TH AMENDMENT TO THE AMENDED BYLAWS.
NO REPORTS ON FORM 8-K WERE FILED DURING THE QUARTER ENDED
SEPTEMBER 10, 2000.
WINTER SPORTS, INC.
FORM 10-QSB
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE ACT, THE REGISTRANT CAUSED
THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.
WINTER SPORTS, INC.
(REGISTRANT)
DATE: OCTOBER 23, 2000 /S/MICHAEL J. COLLINS
MICHAEL J. COLLINS
PRESIDENT & CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
DATE: OCTOBER 23, 2000 /S/JAMI M. PHILLIPS
JAMI M. PHILLIPS
CHIEF FINANCIAL OFFICER
(PRINCIPAL ACCOUNTING OFFICER)
