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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
[ ] 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. 1-12942
VSI HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 00-0000000
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
00000 XXXXXXXX XXXXXX
XXXXXXXXXX XXXXX, XX 00000-0000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(000) 000-0000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
FOR INFORMATION REGARDING THIS FILING, CONTACT: XXXXX XXXX
Indicate by check xxxx 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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
There were 33,742,410 shares of Common Stock, par value $.01 per share,
outstanding at December 31, 2000. The Company held 400,250 of these shares as
treasury stock.
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, SEPTEMBER 30,
2000 2000
------------ -------------
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS
Cash........................................................ $ 3,250,000 $ 905,000
Trade accounts receivable:
Billed.................................................... 41,698,000 53,907,000
Unbilled.................................................. 25,378,000 18,525,000
Notes receivable and advances............................... 171,000 201,000
Notes receivable -- related party........................... 184,000 --
Inventory................................................... 358,000 438,000
Accumulated costs of uncompleted programs................... 5,476,000 3,744,000
Deferred tax asset.......................................... 378,000 899,000
Other current assets........................................ 233,000 761,000
------------ ------------
Total Current Assets........................................ 77,126,000 79,380,000
LONG-TERM PORTION OF NOTES RECEIVABLE -- Related Parties.... 1,001,000 921,000
PROPERTY, PLANT AND EQUIPMENT (NET)......................... 21,654,000 22,394,000
DEFERRED TAX ASSET.......................................... 2,243,000 830,000
Investment in Available-for-Sale Securities................. 2,975,000 7,131,000
INVESTMENTS................................................. 4,190,000 4,190,000
GOODWILL -- NET............................................. 1,176,000 1,283,000
------------ ------------
Total Assets................................................ $110,365,000 $116,129,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt........................... $ 439,000 $ 552,000
Notes payable -- Related party.............................. 1,988,000 3,420,000
Trade accounts payable...................................... 16,861,000 23,479,000
Notes payable to bank....................................... 42,101,000 35,214,000
Accrued liabilities......................................... 2,214,000 3,970,000
Federal income tax payable.................................. (76,000) 2,139,000
Advances from customers for uncompleted projects............ 726,000 375,000
------------ ------------
Total Current Liabilities................................... 64,253,000 69,149,000
LONG-TERM LIABILITIES
Notes payable -- Related parties............................ 11,854,000 12,337,000
Long-term debt -- Other..................................... 7,066,000 7,092,000
------------ ------------
Total Long-Term Liabilities................................. 18,920,000 19,429,000
STOCKHOLDERS' EQUITY
Preferred stock -- $1.00 par value per share, 2,000,000
shares authorized, no shares issued....................... -- --
Common stock -- $.01 par value per share, 60,000,000 shares
authorized, 33,742,000 shares issued at December 31, 2000
and 33,580,000 at September 30, 2000...................... 337,000 336,000
Treasury stock, (at cost) 400,000 shares at December 31,
2000, and September 30, 2000.............................. (1,856,000) (1,856,000)
Additional paid-in capital.................................. 9,017,000 8,071,000
Accumulated Other Comprehensive Income...................... (2,014,000) 730,000
Retained Earnings........................................... 21,708,000 20,270,000
------------ ------------
Total Stockholders' Equity.................................. 27,192,000 27,551,000
Total Liabilities and Stockholders' Equity.................. $110,365,000 $116,129,000
============ ============
See Notes to Consolidated Financial Statements
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VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED) (UNAUDITED)
REVENUE..................................................... $43,329,000 $38,100,000
EXPENSES
Cost of revenue............................................. 15,643,000 13,705,000
Operating expenses.......................................... 24,158,000 22,265,000
----------- -----------
Total Expenses.............................................. 39,801,000 35,970,000
OPERATING INCOME............................................ 3,528,000 2,130,000
OTHER EXPENSES
Interest income and other income and expense................ (327,000) (41,000)
Interest expense............................................ (964,000) (791,000)
----------- -----------
Total Other Expenses........................................ (1,291,000) (832,000)
INCOME -- Before income taxes............................... 2,237,000 1,298,000
PROVISION FOR INCOME TAXES.................................. 799,000 442,000
----------- -----------
NET INCOME.................................................. $ 1,438,000 $ 856,000
=========== ===========
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign Currency Translation Adjustment..................... (1,000) (66,000)
Unrealized loss on Securities, Net of Tax Benefit of
$1,413,000................................................ (2,743,000) 1,021,000
----------- -----------
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)..................... $(2,744,000) $ 955,000
COMPREHENSIVE INCOME (LOSS)................................. $(1,306,000) $ 1,811,000
EARNINGS PER SHARE:
Basic:...................................................... $0.04 $0.03
Fully Diluted:.............................................. $0.04 $0.03
Weighted Average Shares Basic............................... 33,180,000 32,761,000
Dilutive.................................................... 33,279,000 32,972,000
See Notes to Consolidated Financial Statements
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VSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED) (UNAUDITED)
Cash Flows from Operating Activities
Net Income.................................................. $ 1,438,000 $ 856,000
Adjustments to reconcile net income to Net cash from
operating activities:
Depreciation and amortization............................. 1,273,000 1,462,000
Equity in losses of unconsolidated investee............... 254,000 203,000
Deferred income taxes..................................... 521,000 207,000
(Increase) decrease in assets:
Trade accounts receivable................................. 3,956,000 1,807,000
Inventory................................................. 80,000 (40,000)
Other Current Assets...................................... 528,000 234,000
Accumulated costs of uncompleted programs................. (1,732,000) (508,000)
Increase (decrease) in liabilities:
Trade accounts payable.................................... (6,618,000) (4,251,000)
Accrued liabilities....................................... (3,029,000) (538,000)
Advances from customers for uncompleted projects.......... 351,000 (282,000)
----------- -----------
Net cash used in operating activities..................... (2,978,000) (850,000)
Cash Flows from Investing Activities
Changes notes receivable.................................. 30,000 (80,000)
Changes notes receivable Related Party.................... (264,000) (143,000)
Changes property and equipment............................ (426,000) (410,000)
Investment in unconsolidated investments.................. (254,000) (523,000)
----------- -----------
Net cash used in investing activities..................... (914,000) (1,156,000)
Cash Flows from Financing Activities
Changes Long Term Debt.................................... (139,000) (131,000)
Change to related party debt.............................. (515,000) 42,000
Net borrowings Notes Payable.............................. 6,887,000 2,013,000
Proceeds from exercise of stock options................... -- 65,000
Proceeds from issuance of stock........................... 5,000 --
----------- -----------
Net cash provided by financing activities................. 6,238,000 1,989,000
Effect of Exchange Rate Changes on Cash..................... (1,000) (66,000)
Net Increase (Decrease) in Cash............................. 2,345,000 (83,000)
Cash -- Beginning of Period............................... 905,000 552,000
----------- -----------
Cash -- End of Period..................................... $ 3,250,000 $ 469,000
=========== ===========
See Notes to Consolidated Financial Statements
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VSI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have been prepared
by the Company without audit pursuant to the rules of the Securities and
Exchange Commission. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses. Examples include provisions for bad debts
and the length of product life cycles and buildings' lives. Actual results may
differ from these estimates. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations.
In the opinion of management, the accompanying consolidated balance sheet
and consolidated statements of income and cash flows include all adjustments
(consisting only of normal recurring items) necessary for a fair presentation of
the results for the interim period, in conformity with generally accepted
accounting principles.
2. The interim financial information presented herein should be read in
conjunction with Management's Discussion and Analysis and financial statements
and related notes included in the Registrant's Annual Report on Form 10-K for
the year ended September 30, 2000. Results for interim periods should not be
considered indicative of the results that may be expected for the year ended
September 30, 2001.
3. Certain amounts for prior periods were reclassified to conform with
present period presentation.
4. We evaluate the carrying value of long-lived assets for potential
impairment on an ongoing basis. Such evaluations consider management's plans for
future operations, recent operating results, undiscounted annual cash flows and
other economic factors related to the operation to which the asset applies.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and the notes thereto included elsewhere
in this report. The following discussion contains certain forward-looking
statements relating to our anticipated future financial conditions and operating
results and our current business plans. In the future, our financial condition
and operating results could differ materially from those discussed herein and
our current business plans could be altered in response to market conditions and
other factors beyond our control. Important factors that could cause or
contribute to such difference or changes include those discussed elsewhere in
this report (see the disclosures under "Cautionary Statement for the Purpose of
the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of
1995").
BUSINESS DESCRIPTION:
VSI Holdings, Inc. (the "Company", "we", "our", "us") presently consists of
wholly-owned subsidiaries in the Marketing Services and Entertainment business
sectors under the following trade names:
Visual Services, Inc., a broad-based provider of educational
curriculums and product training; interactive technology-based distance
learning systems; product launches; Web site development, internet,
intranet, and extranet solutions; direct-response and site-based marketing;
change process and cultural change consulting.
Vispac, Inc., integrated logistics and call center operations.
Performance Systems Group; in-field consulting and change process
sustainment services.
eCity Studios, Inc., a web site development company.
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Advanced Animations, Inc., a manufacturer of product simulators,
animatronic figures and displays for theme parks, casinos, and retail.
We are attempting to position ourselves to take advantage of opportunities
created by changes in technology. One of our practices has been the usage of a
wide variety of technologies, without overdependence on any one technology. This
allows us to meet client needs with whatever technology is most appropriate.
We serve our global customers from our Bloomfield Hills, Michigan
headquarters and other offices in Michigan, California, Vermont, and Canada. We
employ more than 1,000 professionals.
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, consisting of Advanced
Animations, Inc., Vispac, Inc., Visual Services, Inc., eCity Studios, Inc. and
PSG International, Inc. Inter-company balances and transactions have been
eliminated in consolidation.
OPERATING RESULTS
Revenues were $ 43,329,000 for the three months ended December 31, 2000,
compared to $38,100,000 for the same period last year. This increase of 14% for
the three months is attributable to additional business with our primary
clients. Revenues for the quarter included work done on a large scale
ride-and-drive (the opportunity for consumers to drive and compare competitive
vehicles in a neutral environment), certification programs for automotive
dealerships and other work. In the prior year, a continuing contract with annual
revenue of approximately $15 million was lost. We do not expect the see the
entire impact of this in the current year, as it is being phased out. This
business was largely phased out by the end of December, 2000. Unless management
is able to replace the business or make cost cutting measures in a timely
manner, this could lead to an adverse impact on our operating results.
We compete in very competitive and volatile markets. The Marketing Services
segment is subject to intense competition, as well as delays in project
fulfillment due to matters beyond its control, such as delayed product launches,
strikes at clients, and other factors. The Entertainment segment's sales
represent discretionary spending on the part of its customers, and their
customers. In either sector, if projects end up being deferred from this fiscal
year to next fiscal year or canceled, it could have an adverse effect on
operating results. Such factors make it difficult to project full year financial
results.
Operating Expense. Our operating expenses have grown to $24,158,000 for
the three months ended December 31, 2000 from $22,265,000 in the three months
ended December 31, 1999. This increase of 9% is mainly attributable to the
following factors: (1) additional personnel needs due to incremental business;
(2) wage escalations for computer-industry and other professionals; (3)
Michigan's extremely tight and competitive contract labor supply; and (4)
increased dependence on contract labor to staff additional business, resulting
in higher labor costs.
Our future operating results will depend in part on management's ability to
manage any future growth and control expenses. We intend to pursue the continued
growth of our business, however, there can be no assurance that such growth will
be achieved. A decline in revenues, without a corresponding and timely reduction
in staffing and other expenses, or a staffing increase that is not accompanied
by a corresponding increase in revenues, could have a material adverse effect on
our operating results.
Accounts Payable was down by approximately $6.6 million while Notes
Payable -- Bank were up approximately the same amount. Timing of payments to
suppliers caused these changes. A large check was received from a client at the
end of the quarter, but had not yet cleared our bank; this caused our cash
balance to rise and our Accounts Receivable balance to decline. While Accounts
Receivable has declined overall, the unbilled component has risen due to a delay
in receiving purchase orders on some projects, and delays in billing some other
projects; this amount is expected to decrease in the remainder of the year.
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LIQUIDITY AND CAPITAL RESOURCES
We have various bank lines of credit totaling $42,000,000, which mature in
March, 2001 and March, 2002. At December 31, 2000, we had borrowed $38,851,000
(including outstanding checks, less cash balances) against these lines. Interest
on these lines is primarily based on LIBOR (London Inter-Bank Offered Rate) plus
1.5%. Our borrowing rate at December 31, 2000 was 8.20%.
We have had a long-term relationship with our current bank. Through the
years, it has provided financing and lines of credit for us. There can, however,
be no assurance that the lines of credit will be renewed when they mature. If we
are unable to renew the lines of credit, other sources of financing would be
sought, primarily lines of credit from another banking institution.
We have the rights to design worldwide touring and permanent exhibitions
based on the series of Grossology-themed books authored by science teacher
Xxxxxx Xxxxxxx. The first touring exhibition debuted in February, 2000 in
Vancouver, British Columbia. The exhibition promotes the scientific discovery of
the human body based on the theory that the best way to get kids interested in
science is to present it with a dose of entertainment and in terms that they
find most appealing. Thus far, the exhibition has been successful in museums,
science centers, and theme parks. Bookings for these exhibits cover the next
four years. We have made an investment of approximately $2.5 million. We do not
anticipate any additional material investment on these existing exhibits.
Since we are a net borrower of funds, minimal cash balances are kept on
hand. At any point in time, we may have more money in checks outstanding than
the cash balance. When checks are presented for payment, the bank notifies us.
We borrow on our lines of credit to cover the checks.
We believe that cash flows from operations, along with borrowings, will be
sufficient to finance our activities in 2001. On a long-term basis, increased
financing may be necessary to fund any large project awarded to us, or any
acquisitions we may make. We have no current plans to conduct an offering of our
shares to the public in fiscal year 2001.
Stock and Stock Options Granted
This year, we granted 20,000 shares of restricted stock to certain key
employees. The shares vest one, two, and three years from the date of grant in
three equal parts. We do not expect the exercise of stock options, or purchase
of shares, by employees to be a material source of capital in fiscal year 2001.
During the quarter, 160,000 shares vested and were issued, the rights to which
had been granted in prior years. This issuance caused a reduction in Accrued
Liabilities and an increase in Stockholders' Equity for approximately $900,000.
INVESTMENTS
At September 30, 2000, we had invested $4.5 million in Oz Entertainment
Company and in a limited partnership (as a limited partner) which will develop a
theme park, located in Kansas, based on the story "The Wizard of Oz". We have
recognized losses totalling $1,188,000 prior to this fiscal year, and an
additional $150,000 in the first quarter of this year. We expect to see
continued losses until the opening of the park, currently scheduled for 2004.
The park is planned to be constructed on 9,000 acres of land owned by the
federal government. It is necessary to receive title to the land before
construction can begin. In order to receive title to the land, approval must be
received from two governmental authorities. The first authority tabled
consideration of this in November, 2000 until late February, 2001. It is
anticipated that title will be received during the next year. The success of the
park as an investment is dependent upon receiving title to the land, as well as
certain infrastructure improvements being completed by or paid by governmental
agencies, financing arranged through governmental agencies, as well as
additional public or private financing. If the park does not open, the entire
investment, currently valued at $3,162,000, is at risk. The projections provided
and prepared by the management of K.C. Investors, LP and OEC forecast that the
park will be profitable upon opening. During the quarter, $1.4 million of
Accounts Receivable from OEC was collected from additional funds invested by a
related party.
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Prior to the current fiscal year, we invested $3.5 million in convertible
preferred stock in a private placement offering of xXxxxxxx.xxx
(NASDAQ -- ECLG), a company engaged in developing Internet-based education for
colleges and universities. Through relationships with its educational partners,
it develops, manages and markets on-line courses and degree programs. Upon
completion of their initial public offering of common stock in December, 1999,
our investment was converted to 468,808 shares of common stock. In addition, we
invested $49,500 to acquire 4,500 shares of their stock during their initial
public offering. At February 7, 2001, our investment had a market value of
$2,574,000. The unrealized loss on this investment is recorded as part of
Comprehensive Income.
Prior to the current fiscal year, we exercised options to purchase 431,525
shares of Navidec, Inc. (NASDAQ -- NVDC) for $2,450,000. Navidec is a developer
of web sites and web based complete automotive purchase transaction and
information services for prospective customers. Their product, referred to as
Xxxxxxxx.xxx, was sold during 2000 to CarPoint, which is majority-owned by
Microsoft. At February 7, 2001, these shares had a market value of $1,483,000.
We have committed to a joint venture with Learning Byte, International
(LBI). LBI, based in Minneapolis, Minnesota, is a web based provider of training
content and curriculum. As part of our commitment, subsequent to December 31,
2000, we have advance funded approximately $400,000, with a total commitment of
$1,000,000 . Our plan is to offset these amounts with future usage of their
services. If we do not have sufficient business activity with LBI, the funding
amounts will be written off.
At December 31, 2000, we had invested approximately $650,000 in a joint
venture in PerforMaps, L.L.C. PerforMaps, based in Minneapolis, Minnesota, is a
provider of goods and services related to specific projects associated with
cultural change initiatives.
While we have no current plans for further investments, management expects
to make future investment in promising companies in their early development
which are in a related line to business.
"CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995"
Certain statements in Management Discussion and Analysis of Financial
Condition and Results of Operations and certain other sections of this Annual
Report are forward-looking. These may be identified by the use of
forward-looking words or phrases such as "believe," "expect," "anticipate,"
"should," "planned," "estimated," and "potential," among others. These
forward-looking statements are based on our reasonable current expectations. The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
such forward-looking statements. In order to comply with the terms of the safe
harbor, we note that a variety of factors could cause our actual results or
experience to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development and our
results include but are not limited to: (1) the complexity and uncertainty
regarding the development and customer acceptance of new products and services;
(2) the loss of market share through competition; (3) the introduction of
competing products or service technologies by other companies; (4) pricing
pressures from competitors and/or customers; (5) our inability to protect
proprietary information and technology; (6) market acceptance of our touring
exhibits in our Entertainment/Edutainment segment; (7) the loss of key employees
and/or customers; (8) our customers continued reliance on outsourcing; (9)
changes in our capital structure and cost of capital, and ability to borrow
sufficient funds at reasonable rates (10) inability of the developers of the
"Wonderful World of Oz" theme park to obtain final transfer of the property, to
complete the timely construction of the park, and to operate it profitably once
the park opens; (11) uncertainties relating to business and economic conditions;
(12) management evaluation of staffing levels; (13) future investments of the
Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. Our earnings are affected by changes in short-term
interest rates as a result of our revolving credit agreements, which bear
interest at a floating rate. We do not use derivative or other
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financial instruments to mitigate the interest rate risk or for trading
purposes. Risk can be estimated by measuring the impact of a near-term adverse
movement of 100 basis points in short-term market interest rates. If short-term
market interest rates average 100 basis points more in the next 12 months, the
adverse impact on our results of operations would be approximately $256,000, net
of income tax benefit. We do not anticipate any material near-term future
earnings or cash flow expenses from changes in interest rates related to our
long-term debt obligations as all of our long-term debt obligations have fixed
rates.
Foreign Currency Risk. Although we conduct business in foreign countries,
principally Canada and Australia, foreign currency translation gains and losses
are not material to our consolidated financial position, results of operation or
cash flows. Accordingly, we are not currently subject to material foreign
currency exchange rate risks from the effects that exchange rate movements of
foreign currencies would have on our future costs or on future cash flows we
would receive from our foreign investment. To date, we have not entered into any
foreign currency forward exchange contracts or other derivative financial
instruments for trading purposes or to hedge the effects of adverse fluctuations
in foreign currency exchange rates.
Investment Risk for Privately Held Companies. We invest in equity
instruments of privately-held companies in the internet information technology
and entertainment areas for business and strategic purposes. These investments
are included in long-term assets, and are accounted for under the cost method or
the equity method. For these non-quoted investments, our policy is to regularly
review the assumptions underlying the operating performance and cash flow
forecasts in assessing the carrying values. We identify and record impairment
losses on these investments when events and circumstances indicate that such
assets are permanently impaired. To date, no such impairment has been recorded.
Investment Risk for Publicly Traded Companies. We are also exposed to
equity price risk on our investments in publicly traded companies. Our
available-for-sale securities include our equity positions in Navidec, Inc., and
xXxxxxxx.xxx, both of which have experienced significant volatility in their
stock prices since going public. We do not attempt to reduce or eliminate our
market exposure on these securities. A 20% adverse change in equity price would
result in an approximate $811,000 decrease in fair value in our
available-for-sale securities, based upon February 7, 2001 closing market prices
for Navidec and xXxxxxxx.xxx.
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are periodically involved in routine proceedings. There are no legal
matters, existing, pending, or threatened, which management presently believes
could result in a material loss to us.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VSI HOLDINGS, INC.
--------------------------------------
Registrant
February 14, 2001 /s/ XXXXX XXXX, XX.
--------------------------------------------------------
Xxxxx Xxxx, Xx., Director,
President and Chief Executive Officer
February 14, 2001 /s/ XXXXXX X. XXXXXXX
--------------------------------------------------------
Xxxxxx X. Xxxxxxx, Director, Treasurer,
Chief Accounting and Financial Officer
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