1 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 March 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________. Commission file number: 33-94318-C AMERICAN TIRE CORPORATION (Exact name of registrant as specified in its charter) NEVADA 87-0535207 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1643 NEVADA HIGHWAY, BOULDER CITY, NEVADA 89005 (Address of principal executive offices) (Zip Code) (702) 293-1930 (Registrant's telephone number, including area code) 446 WEST LAKE AVENUE, RAVENNA, OHIO 44266 (Former name, former address, and former fiscal year, if changed since last report.) 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), Yes [] No [X] and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of each of the issuer's classes of common stock, was 4,546,748 shares of common stock, par value $0.001, as of June 25, 1997. PAGE 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine month periods ended March 31, 1997 are not necessarily indicative of the results that can be expected for the Company's fiscal year ending June 30, 1997. PAGE 3 FINANCIAL STATEMENTS AMERICAN TIRE CORPORATION (A Development Stage Company) BALANCE SHEETS ASSETS Consolidated March 31, 1997 JUNE 30, (Unaudited) 1996 ------------ ------------ Current Assets: Cash....................................... $ 727,881 $ 4,467 Trade receivables.......................... 78,747 22,767 Accrued interest receivable................ 7,209 - Inventory.................................. 281,241 131,285 Prepaid royalties - related party.......... 19,571 17,725 Prepaid expenses 20,368 15,182 Deposits on inventory...................... - 87,401 ---------- ---------- Total current assets.................. 1,135,017 278,827 ---------- ---------- Property, Plant and Equipment Land....................................... 59,000 59,000 Building and building improvements......... 237,430 229,996 Equipment.................................. 440,799 225,968 Furniture and fixtures..................... 26,240 7,692 Construction in progress................... 240,000 - ---------- ---------- 1,003,469 522,656 Less: accumulated depreciation............ 119,988 39,299 ---------- ---------- 883,481 483,357 Other Assets: Deposits................................... 18,388 1,834 Accrued interest receivable................ - 9,993 Deferred offering costs.................... - 147,108 Goodwill................................... 1,854,657 - ---------- ---------- 1,873,045 158,935 ---------- ---------- $3,891,543 $ 921,119 ========== ========== (See accompanying notes to the financial statements) 4 AMERICAN TIRE CORPORATION (A Development Stage Company) BALANCE SHEETS (Continued) LIABILITIES AND STOCKHOLDERS' EQUITY Consolidated March 31, 1997 JUNE 30, (Unaudited) 1996 ------------ ------------ Current Liabilities: Line of credit............................. $ - $ 299,838 Accounts payable and accrued expenses...... 39,618 98,680 Notes payable-officers and accrued interest - 265,830 Due to officer............................. 60,000 - Due to related parties..................... 15,544 - ---------- ---------- Total current liabilities............. 115,162 664,348 Stockholder Equity: Preferred stock, par value $0.001, 5,000,000 shares authorized, 0 shares issued and outstanding - - Common stock, par value $0.001, 25,000,000 shares authorized, 4,546,748 and 3,840,642 shares issued and outstanding, respectively 4,547 3,841 Additional paid-in capital.................. 5,447,495 1,182,650 Foreign currency exchange................... (649) - Deficit accumulated during the development stage.......................... (1,630,012) (844,720) --------- ---------- 3,821,381 341,771 Less: Receivable-shareholder (officers) (45,000) (85,000) --------- ---------- 3,776,381 256,771 --------- ---------- $3,891,543 $ 921,119 ========== ========== (See accompanying notes to the financial statements) 5 AMERICAN TIRE CORPORATION (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) From For the Three For the Nine Inception on Months Ended Months Ended January 30, March 31, March 31, 1995 through ------------------ - ------------------- March 31, 1997 1996 1997 1996 1997 ---------- ---------- ---------- - ---------- ------------ SALES: Product Sales .............. $ 25,637 $ - $ 25,637 $ - $ 25,637 Cost of Sales .............. 8,439 - 8,439 - 8,439 ---------- - --------- -------- ---------- --------- Gross Profit 17,198 - 17,198 - 17,198 ---------- --------- -------- - ---------- --------- EXPENSES: Consulting................... 140,690 17,000 140,690 31,000 319,769 Payroll and payroll taxes.... 233,936 60,121 344,253 159,184 596,827 Administrative............... 17,071 56,735 233,281 152,188 452,272 Travel and entertainment..... 14,718 7,826 35,741 45,348 132,069 Marketing consulting......... - - - - - 13,300 Interest..................... 1,339 7,726 24,508 20,526 81,430 Depreciation................. 14,015 9,344 37,508 25,574 76,807 ---------- --------- --------- - --------- --------- Total Expenses........... 421,769 158,752 815,981 433,820 1,672,474 --------- --------- --------- - --------- --------- LOSS BEFORE INCOME/EXPENSES... (404,571) (158,752) (798,783) (433,820) (1,655,276) OTHER INCOME/EXPENSES Interest Income.............. 6,012 1,748 13,492 6,403 25,264 --------- -------- --------- - --------- --------- LOSS BEFORE INCOME TAXES (398,559) (157,004) (785,291) (427,417) (1,630,012) Income taxes................. - - - - - - --------- --------- --------- - --------- --------- NET LOSS...................... $(398,559) $(157,004) $(785,291) $(427,417) $(1,630,012) ========= ========= ========= ========= ========= NET LOSS PER SHARE............ $ (0.09) $ (0.04) $ (0.19) $ (0.11) $ (0.37) ========= ========= ========= ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING.................. 4,423,415 3,840,642 4,175,731 3,840,642 4,347,181 ========= ========= ========= ========= ========= (See Accompanying notes to the financial statements) 6 AMERICAN TIRE CORPORATION (A Development Stage Company) STATEMENTS OF SHAREHOLDERS' EQUITY FROM THE DATE OF INCEPTION (JANUARY 30, 1995) TO MARCH 31, 1997 (UNAUDITED) Accumulated Deficit Additional During Foreign Notes Total Common Stock Paid-in Development Currency Receivable Shareholders' Shares Amount Capital Stage Exchange Shareholders Equity ---------- --------- --------- ----------- -------- - ------------ ------------- BALANCE, January 30, 1995 (Inception)............. - $ - $ - $ - $ - - $ - $ - Sale of common stock for cash of $.001 per share 2,510,000 2,510 - - - - - 2,510 Common stock issued for services in February 1995.................... 300,000 300 29,700 - - - - 30,000 Common stock issued for services in April 1995.. 100,000 100 99,900 - - - - 100,000 Common stock issued for notes receivable, of which $50,000 was paid in August 1995 and $50,000 included in current assets at June 30, 1995................ 170,000 170 169,830 - - - (120,000) 50,000 Repayment of notes receivable by providing services................ - - - - - - 26,100 26,100 Sale of common stock for cash of $1.00 per share pursuant to a private placement, net of stock issuance costs of $78,271................. 720,000 720 641,009 - - - - 641,729 Net loss for the period - - - (248,630) - - - (248,630) ---------- --------- ---------- --------- - -------- ---------- ----------- Balance at June 30, 1995 3,800,000 3,800 940,439 (248,630) - (93,900) 601,709 Repayment of notes receivable by providing services................ - - - - - - 8,900 8,900 Sale of common stock for cash of $6.00 per share pursuant to a private placement............... 40,642 41 243,811 - - - - 243,852 Stock issuance costs..... - - (1,600) - - - - (1,600) Net loss for the year - - - (596,090) - - - (596,090) ---------- --------- ---------- --------- - -------- ---------- ----------- Balance at June 30, 1996 3,840,642 3,841 1,182,650 (844,720) - - (85,000) 256,771PAGE 7 AMERICAN TIRE CORPORATION (A Development Stage Company) STATEMENTS OF SHAREHOLDERS' EQUITY FROM THE DATE OF INCEPTION (JANUARY 30, 1995) TO MARCH 31, 1997 [Continued] (UNAUDITED) Accumulated Deficit Additional During Foreign Notes Total Common Stock Paid-in Development Currency Receivable Shareholders' Shares Amount Capital Stage Exchange Shareholders Equity ---------- --------- --------- ----------- -------- - ------------ ------------- Balance at June 30, 1996 3,840,642 3,841 1,182,650 (844,720) - (85,000) 256,771 Purchase shares per recision offer.......... (34,977) (35) (209,827) - - - - (209,862) Sale of common stock for cash of $6.00 per share pursuant to initial public offering (net of stock issuance cost of $34,200) 344,083 344 2,029,954 - - - - 2,030,298 Deferred offering costs.. - - (273,309) - - - - (273,309) Common stock issued for debt at $2.10 per share. 27,000 27 56,708 - - - - 56,735 Sale of Common stock for cash of $6.00 per share pursuant to private placement............... 155,000 155 929,845 - - - - 930,000 Common stock issued for services in Feb. 1997, issued at $6.125 per share...... 15,000 15 91,860 - - - - 91,875 Common stock issued - UTI-UK pursuant to acquisition plan at $7.75 per share............. 200,000 200 1,549,800 - - - - 1,550,000 Repayment of Notes receivable by providing services.............. - - - - - - 40,000 40,000 Net Assets acquired - UTI-UK - - 89,814 - - - - 89,814 Foreign Currency Exchange - - - - (649) - (649) Net loss for period ended March 31, 1997..... - - - (785,291) - - - (785,291) ---------- --------- ---------- --------- - -------- ---------- ----------- Balance at March 31, 1997 4,546,748 $ 4,547 $5,447,495 $(1,630,012)$ (649) $ (45,000) $ 3,766,381 ========== ========= ========== =========== ======= ========== =========== (See accompanying notes to the financial statements) 8 AMERICAN TIRE CORPORATION (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) From inception FOR THE FOR THE On January 30, THREE MONTHS ENDED NINE MONTHS ENDED 1995 through MARCH 31, MARCH 31, MARCH 31, 1997 1996 1997 1996 1997 ------------ ------------ - ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss................................$(398,559) $ (157,004) $ (785,291) $ (427,417) $ (1,630,012) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation........................... 14,015 9,344 37,508 25,574 76,808 Common stock issued for services....... 91,875 - 91,875 - 220,875 Services provided in lieu of cash payment on receivables - officers - - - - 8,900 35,000 (Increase) decrease in: Other receivable....................... (52,177) 435 (55,980) (589) (78,747) Inventory.............................. (149,956) - (149,956) (131,285) (281,241) Prepaid royalties...................... (1,846) - (1,846) (9,175) (19,571) Prepaid expenses....................... (1,515) 3,919 (5,186) 1,505 (20,368) Deposits on inventory and other........ 71,572 - 70,847 114,437 (18,388) Accrued interest receivable............ 6,211 (1,695) 2,783 (5,307) (7,209) Increase (decrease) in: Accounts payable and accrued expenses.. 30,723 17,870 (30,156) 22,397 70,618 --------- -------- - ---------- ---------- ----------- Net cash used by Operating activities............... (389,657) (127,131) (825,402) (400,960) (1,652,235) --------- -------- - ---------- ----------- ----------- CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: Purchase of property, plant and equipment.......................... (62,343) (5,064) (213,125) (128,645) (735,781) Investment in subsidiary................ (400,000) - (400,000) - (400,000) ---------- -------- - ---------- ---------- ----------- Net cash used by Investing activities............... (462,343) (5,064) (613,125) (128,645) (1,135,781) --------- -------- - ---------- ---------- ----------- CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: Proceeds - related parties and officers. 15,544 99,000 155,544 99,000 422,544 Payments - related parties and officers. - - (317,000) (6,159) (323,000) Common stock issued for cash............ 930,000 - 2,960,298 292,252 3,899,524 Purchased stock - recission agreement... - - (209,862) - (209,862) Deferred offering costs................. - (13,272) (127,201) (45,253) (273,309) Proceeds from borrowings................ 7,167 - 7,167 196,000 593,005 Principal payments on borrowings........ (7,167) - (307,005) (98,000) (593,005) --------- --------- - ---------- ---------- ---------- Net cash provided by Financing activities............... 945,544 85,728 2,161,941 437,840 3,515,897 --------- --------- - ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH.......... 93,544 (46,467) 723,414 (91,765) 727,881 Cash at beginning of period.............. 634,337 47,431 4,467 92,729 - --------- --------- - ---------- ---------- ---------- Cash at end of period....................$ 727,881 $ 964 727,881 964 727,881 ========== ========== ========== ========== ========== (See accompanying notes to the financial statements) PAGE 9 AMERICAN TIRE CORPORATION (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- NATURE OF BUSINESS: American Tire Corporation, a Nevada corporation ("the Company"), was organized on January 30, 1995, to take advantage of existing proprietary and non-proprietary technology available for the manufacturing of specialty tires. The Company has had limited operations since its organization and is a "development stage" company. The Company is engaged in manufacturing, marketing, and distributing airless bicycle tires. The Company's fiscal year end is June 30. BASIS OF PRESENTATION: The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a very limited operating history, has not generated significant revenues to date and must be considered promotional and in its early development stages. The Company started to ship limited amounts of products in January 1997. On October 10, 1996, the Company closed its initial public offering having sold 344,083 shares of common stock for aggregate offering proceeds of $2,064,498. The Company's continuation as a going concern is dependent upon its ability to utilize the working capital from its initial public offering to carry out its business plan and to commence and continue operations. On February 28, 1997, the Company acquired UTI Chemicals (Europe) Ltd., a United Kingdom company (UTI-UK). The Company's financial records are presented in accordance with generally accepted accounting principles (GAAP). The financial records for UTI-UK are presented in accordance with United Kingdom accounting principles which may vary with GAAP. In the opinion of management, any variances between these two standards are not material and do not affect the results of operations. REVENUE RECOGNITION: The Company recognizes revenue upon the shipment of product which started with limited shipments in January 1997. INVENTORY: Inventory is stated at the lower of cost or market, using the first-in, first-out method. The inventory at March 31, 1997 consists of finished goods purchased for resale at a cost of $131,285 and manufactured goods produced at a cost of $18,263. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, as follows: ATC LIFE AND METHOD UTI-UK METHOD ------------------- ------------- Building 40 years, straight line 25% on reducing balance Equipment 5 years, straight line 15% on reducing balance Furniture and fixtures 7 years, straight line 15% on reducing balance UTI-UK depreciation is provided using annual rates promulgated by United Kingdom agencies. 10 NOTE B - RECEIVABLES - OFFICERS - ------------------------------- In April 1995, the Company entered into subscription agreements with three of its officers to acquire an aggregate of 170,000 shares of common stock at a purchase price of $1.00 per share, in exchange for promissory notes bearing interest at 8% per annum, principal and interest payable in April 1998. At March 31, 1997, accrued interest receivable on these notes amounted to $7,209. The promissory notes were amended to become due no later than six months from the close of the Company's initial public offering (April 10, 1997). At March 31, 1997 $45,000 was owed under these notes, which has been presented as a reduction of shareholders' equity. NOTE C - TECHNOLOGY LICENSE AGREEMENT - ------------------------------------- On June 5, 1995, the Company entered into a technology licensing agreement with a related company owned by certain shareholders of the Company. This agreement provides the Company the exclusive license to use, sell and license the technology for manufacturing a wheel-tire assembly known as the "Dynamic Steerable Spring". The agreement specifies that a royalty of either $1.00 per unit sold directly by the Company or eight percent (8%) of any royalty the Company should receive from any third party licensee to be paid quarterly. At March 31, 1997, $19,571 has been advanced pursuant to and in anticipation of this agreement and is recorded in prepaid royalties. NOTE D - RELATED PARTY TRANSACTIONS - ----------------------------------- On March 31, 1997, UTI-UK owed $15,544 to Coronel Investments, Ltd. for funds advanced. Terms include payment due in the normal course of business with no interest due on the funds advanced. NOTE E - COMMITMENTS AND CONTINGENCIES - -------------------------------------- In November 1996, the Company received a commitment for a line of credit of $500,000 from a commercial lender for working capital and equipment purchases. The line of credit will bear an interest rate of 3/4% over prime and will be secured by the Company's accounts receivable, inventory, equipment and a first mortgage on the Company's Ravenna facility. At March 31, 1997, the Company owned $-0- against the line of credit. At the request of Dennis Chrobak, the Company's President, the Company has accrued his monthly employment compensation for the period October 1996 through March 1997. Mr. Chrobak has requested the Company to continue to accrue his monthly employment compensation until further notice. Since January 1997, the Company has deposited $60,000 into a separate account until such time as the Company receives notice from Mr. Chrobak that he desires to receive it. PAGE 11 AMERICAN TIRE CORPORATION (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE F - EVENTS SUBSEQUENT TO MARCH 31, 1997 - ------------------------------------------------ At May 1, 1997, at the request of Richard A. Steinke, CEO, the Company stopped his compensation which was based on his employment agreement. At June 2, 1997, under a restructuring process implemented by the Company's board of directors, the Company eliminated the position held by Dennis S. Chrobak. Mr. Chrobak's employment agreement was canceled and the Company stopped accruing his compensation.PAGE 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Plan of Operation - ----------------- The Company's is engaged in the manufacturing, marketing, distribution, and sale of airless specialty tires. The Company operates three single station, one 6-station, and one 12-station "centrifugal molding machines" and other related specialized manufacturing equipment to produce its products. The Company estimates that its current production equipment will provide the Company with a maximum production capability of approximately 2.5 million tires annually (based on three 8-hour shifts, 244 production days per annum). The Company is in the development stage and only recently began shipping limited quantities of product in January, 1997. The Company has had an operating loss of $1,630,012 since its inception due to the cost and expenses associated with beginning operations. The Company's audited financial statements at June 30, 1996, contained a going concern modification as to the ability of the Company to continue. The Company is currently operating at a loss of approximately $120,000 per month and expects operating losses to continue at such rate until such time as the Company begins to receive revenues from the sale of its products. At March 31, 1996, the Company had only been organized for thirteen months and had no significant operations, therefore management's discussion and analysis of the prior period ended March 31, 1996 with the current period ended March 31, 1997, would not be conducive to an understanding of the Company and its fiscal condition or have any meaningful significance. At March 31, 1997, the Company had current assets of $1,135,017, mostly consisting of cash of $727,881, trade receivables of $78,747, and inventory of $281,241. Current liabilities were $115,162, almost half of which represented accrued salary due to one of the Company's officers. The Company had a working capital surplus of $1,019,855 as of March 31, 1997, that should be sufficient to fund the Company's operations through September 1997, assuming the Company receives no revenues from the sale of product prior to such time. Other than expenditures associated with the cost of producing product, the Company expects no significant capital expenditures during the next 12 months of operations. Should the Company require additional working capital the Company could make draws against its line of credit of $500,000 from a commercial lender. The Company's line of credit bears interest at a rate of 3/4% over prime and is secured by the Company's accounts receivable, inventory, equipment and a first mortgage on the Company's Ravenna facility. At March 31, 1997, the Company had not made any draws against the line of credit. As indicated above, at March 31, 1997, the Company had sold a limited quantity of product and had revenues of $25,637, with cost of sales of $8,439, for a gross profit of $17,198. General and administrative expenses for the three and nine month periods ended March 31, 1997 totaled $421,769 and $815,981, respectively, while net loss for the same periods was $398,559 and $785,291, respectively. PAGE 13 To meet the requested OEM design specifications the Company has developed a tire design based on utilizing a new elastomer shell technology in lieu of low density foam. The Company still intends to market certain products utilizing low density foam, however, the Company believes that a substantial market exists for products produced utilizing the elastomer shell technology. With respect to potential purchasers of the Company's products the Company continues to work with Huffy Bicycle, Inc. to obtain approval on an elastomer shell tire that meets Huffy's design specifications. Currently, the Company has been working with Murray, Inc., to develop an elastomer shell tire for use in lawn and garden products and expects to have tires available for testing prior to July 31, 1997. Should the Company's elastomer shell tires successfully pass all of Murray's design specifications, Murray has indicated to the Company that Murray would require 1.6 million units for its lawn & garden and snowblower products for the period of September 1997 through August 1998. In addition, the Company has been working with J&B Importers, Miami, Florida, for aftermarket distribution of bicycle tires, and MTD, Cleveland, Ohio, a major supplier of riding lawn mowers to Sears. The Company has a technology development and license agreement with Hayes Wheels International, Inc. with respect to developing a tire-wheel assembly utilizing the Company's DSS Technology, for which a patent is pending. With respect to the DSS Technology patent application, the United States Patent Office has notified the Company, through the Company's patent counsel, that the patent application contains allowable subject matter. Effective February 28, the Company acquired all of the capital stock of UTI Chemicals (Europe) Ltd., a United Kingdom company ("UTI"), in exchange for 200,000 shares of the Company's common stock and a cash payment of $400,000. UTI is a distributor of urethane bicycle tires and wheelchair tires in the United Kingdom and Europe. The Company will continue to market low density foam tire products through UTI, which current markets bicycle tires through 535 Michelin owned stores in the United Kingdom. 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. PAGE 14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. EXHIBIT NO. DESCRIPTION - ------- ----------- 27 Financial Data Schedule (b) REPORTS ON FORM 8-K. On March 10, 1997, the Company filed a Current Report on Form 8-K, reporting its acquisition of all of the capital stock of UTI Chemicals (Europe), Ltd., a United Kingdom corporation. The financial statement of the business acquired and the pro forma financial statements required to be filed will be filed by amendment to that Current Report Form 8-K. 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. AMERICAN TIRE CORPORATION [Registrant] Dated: July 1, 1997 /S/DAVID K. GRIFFITHS ----------------------------------- Principal Accounting Officer