UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
-------------------------------------------
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 Number: 0-28140
U.S. Bridge Corp.
(Exact name of registrant as specified in its charter)
Delaware 11-2974406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
53-09 97th Place, Corona, New York 11368
(Address of principal executive offices) (Zip Code)
(718) 699-0100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 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 [xx] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common stock, par value $.001 per share: 6,527,147 shares outstanding as of
March 31, 1997.
<PAGE>
U.S. BRIDGE CORP.
INDEX
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION:
ITEM 1 - FINANCIAL STATEMENTS
<S> <C>
Consolidated Balance Sheets (Unaudited)
March 31, 1997 and June 30, 1996 1
Consolidated Statements of Operations (Unaudited)
for the Three Months Ended March 31, 1997 and 1996 2
Consolidated Statements of Operations (Unaudited)
for the Nine Months Ended March 31, 1997 and 1996 3
Consolidated Statement of Stockholders' Equity (Unaudited)
for the Nine Months Ended March 31, 1997 4
Consolidated Statements of Cash Flows (Unaudited)
for the Nine Months Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6 - 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11 - 12
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings 13
</TABLE>
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, June 30,
1997 1996
ASSETS
Current assets:
<S> <C> <C>
Cash $347,287 $399,652
Contracts and retainage receivable, net 7,255,253 3,613,665
Costs and estimated earnings in excess of billings
on uncompleted contracts 1,388,696 2,433,524
Other current assets 35,569 55,116
------------------ ------------------
Total current assets 9,026,805 6,501,957
Property and equipment, net 2,909,277 3,042,090
Deferred Compensation, net 6,875 33,000
Deferred consulting costs, net 158,333 239,583
------------------ ------------------
Total assets $ 12,101,290 $ 9,816,630
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including cash overdrafts of $123,427
and $63,274, respectively $ 2,375,468 $ 936,445
Accrued expenses 586,351 397,729
Payroll taxes payable 665,240 382,135
Income taxes payable 301,000 -
Mortgage payable 2,735,531 2,735,531
Notes payable 145,358 145,837
Due to officer and related parties 453,311 358,779
Billings in excess of costs and estimated earnings
on uncompleted contracts 29,459 16,567
------------------ ------------------
Total current liabilities 7,291,718 4,973,023
------------------ ------------------
Minority interest 2,633,959 2,409,028
Commitments and contingencies (Note 6) - -
Stockholders' equity:
Preferred stock, authorized 10,000,000, issued and outstanding -0- shares - -
Common stock, $.001 par value, authorized 50,000,000 shares,
issued and outstanding 6,527,147 and 6,162,530, respectively 6,131 5,766
Additional paid-in capital 2,898,090 2,641,002
Accumulated deficit (728,608) (212,189)
------------------ ------------------
Total stockholders' equity 2,175,613 2,434,579
------------------ ------------------
Total liabilities and stockholders' equity $ 12,101,290 $ 9,816,630
</TABLE>
See notes to consolidated financial statements (unaudited).
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
Revenue:
<S> <C> <C>
Contract revenues $ 1,915,553 $ 1,457,636
Total revenue 1,915,553 1,457,636
Costs and expenses:
Cost of contract revenues 1,156,070 769,880
General and administrative expenses 743,692 884,820
----------------- ---------------
Total costs and expenses 1,899,762 1,654,700
Loss from operations before interest expense,
minority interest and provision for income taxes 15,791 (197,064)
Interest expense 77,368 132,263
----------------- ---------------
Loss from operations before minority interest
and provision for income taxes (61,577) (329,327)
Minority interest in net (income) loss (57,219) 73,907
Loss before provision for income taxes (118,796) (255,420)
Provision for income taxes 76,445 -
Net loss $ (195,241) $ (255,420)
Net loss per common equivalent share:
Loss from operations before minority interest
and provision for income taxes $ (.01) $ (.05)
Minority interest in net (income) loss (.01) $ .01
Provision for income taxes (.01) $ -
Net loss $ (.03) $ (.04)
Weighted average number of common shares outstanding $ 6,527,147 6,145,867
</TABLE>
See notes to consolidated financial statements (unaudited).
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
Revenue:
<S> <C> <C>
Contract revenues $ 7,722,994 $ 4,014,623
Rental income - 82,000
Total revenue 7,722,994 4,096,623
Costs and expenses:
Cost of contract revenues 5,170,187 1,973,327
General and administrative expenses 2,310,929 2,257,106
Total costs and expenses 7,481,116 4,230,433
Income (loss) from operations before interest expense, unusual item,
minority interest and provision for income taxes 241,878 (133,810)
Interest expense 232,366 421,938
Unusual financing costs - 441,863
Income (loss) from operations before minority interest
and provision for income taxes 9,512 (997,611)
Minority interest in net (income) loss (224,931) 159,975
Loss before provision for income taxes (215,419) (837,636)
Provision for income taxes 301,000 -
Net loss $ (516,419) $ (837,636)
Net (loss) income per common equivalent share:
Income (loss) from operations before minority interest
and provision for income taxes $ Nil $ (.17)
Minority interest in net (income) loss $ (.03) $ .03
Provision for income taxes $ (.05) $ -
Net loss $ (.08) $ (.14)
Weighted average number of common shares outstanding 6,499,369 6,145,867
</TABLE>
See notes to consolidated financial statements (unaudited).
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Common
stock
Additional Total
paid-in Accumulated Stockholders'
Shares Amount capital deficit equity
<S> <C> <C> <C> <C> <C> <C>
Balances at July 1, 1996 6,162,530 $ 5,766 $ 2,641,002 $ (212,189) $ 2,434,579
Issuance of common stock as
consideration for services
provided to the Company 250,000 250 149,750 - 150,000
Issuance of common stock pursuant
to the 1995 Senior Management
Incentive Plan as consideration for
services provided to the Company 114,617 115 107,338 - 107,453
Net loss for the nine months ended
March 31, 1997 - - - (516,419) (516,419)
----------- --------- ----------- ------------ -------------
Balances at March 31, 1997 6,527,147 $ 6,131 $2,898,090 $ (728,608) $2,175,613
</TABLE>
See notes to consolidated financial statements (unaudited)
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------------ -------------
Operating activities:
<S> <C> <C>
Net loss $ (516,419) $(837,636)
Adjustments to reconcile net loss to net
cash (used) for operating activities:
Depreciation and amortization 369,740 135,000
Amortization of consulting costs 26,125 187,500
Issuance of common stock as consideration for services 107,453 16,500
Amortization of financing costs - 441,863
Minority interest in net income (loss) 224,931 (159,975)
Decrease (increase) in:
Accounts receivable (3,641,588) (415,577)
Prepaid expenses (3,150) (45,501)
Costs and estimated earnings in excess of
billing on uncompleted contracts 1,044,828 (1,043,783)
Other current assets 22,697 16,751
Increase (decrease) in:
Accounts payable 1,439,023 259,690
Accrued expenses 188,622 (225,333)
Payroll taxes payable 283,105 345
Billings in excess of costs and estimated earnings
on uncompleted contracts 12,892 -
Income taxes payable 301,000 628
------------------ ------------------
Net cash used for operating activities (140,741) (1,669,528)
Investing activities:
Fixed asset acquisitions (5,677) -
Net cash used for investing activities (5,677) -
Financing activities:
Deferred offering costs charged to additional paid in capital - 103,554
Proceeds from initial public offering - 4,008,072
Costs associated with initial public offering - (903,820)
Loans from related parties 94,532 8,675
Principal payments on mortgage payable - (133,772)
Repayment of notes payable (479) (1,071,649)
------------------ ------------------
Net cash provided by financing activities 94,053 2,011,060
Net (decrease) increase in cash (52,365) 341,532
Cash, beginning 399,652 206,246
------------------ ------------------
Cash, ending $ 347,287 $ 547,778
Supplemental disclosure of cash flow information: Cash paid during the
nine months for:
Interest $ 7,599 $ 54,976
Supplemental disclosure of non-cash operating activities:
Elimination of subsidiary's income taxes payable $ - $ 855,954
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with services provided
to the Company $ 257,453 $ 49,500
</TABLE>
See notes to consolidated financial statements (unaudited).
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
NOTE 1 - GENERAL
The consolidated financial statements of U.S. Bridge Corp. (The "Company")
at March 31, 1997 and 1996 include the accounts of its subsidiary US Bridge N.Y.
Inc ("US Bridge NY") (47%) and its wholly-owned subsidiaries One Carnegie Court
Associates, Ltd. ("One Carnegie") and US Bridge of Maryland Inc. ("US Bridge
MD"), after elimination of all significant intercompany transactions and
accounts.
The accompanying unaudited consolidated financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management the consolidated interim financial statements
include all adjustments necessary in order to make the consolidated financial
statements not misleading. The results of operations for the three and nine
months ended are not necessarily indicative of the results to be expected for
the full year. For further information, refer to the Company's audited
consolidated financial statements and footnotes thereto at June 30, 1996,
included in the Company's Annual Report Form 10-KSB, filed with the Securities
and Exchange Commission.
NOTE 2 - PAYROLL TAXES
During September 1994, US Bridge NY entered into an installment agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of approximately $231,535 and remove a tax lien filed by such authority. The
agreement requires US Bridge NY to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, US Bridge NY must also pay timely
all current payroll taxes. As of March 31, 1997, US Bridge NY has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. US Bridge NY is liable for approximately $573,633 of the total
consolidated payroll taxes payable, including accrued penalties and interest,
amounting to $665,240 at March 31, 1997.
NOTE 3 - NOTE PAYABLE
During August 1994, the Company secured a $250,000 credit line with a bank
at an interest rate of one and one half percent (11/2%) above the prime rate.
Interest is payable on the first day of each month which commenced October 1,
1994. Said credit line is payable on demand. At March 31, 1997 the balance was
$145,358.
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
NOTE 4 - MINORITY INTEREST
As noted in Note 1, the Company has ownership of 47% of US Bridge NY.
Effective March 27, 1997, the Company's ownership decreased from 50.1% to 47%
(See Note 5(a)(i)). The Company, along with its President, own more than 50% of
the outstanding shares of US Bridge NY. Accordingly, at March 31, 1997 the
Company's minority interest amounting to $2,633,959 represents the interest of
minority shareholders resulting from the cumulative effect of US Bridge NY's
operations, since the private offering and initial public offering, through
March 31, 1997.
NOTE 5 - STOCKHOLDERS' EQUITY
Issuance of common stock
(i) US Bridge NY
During February 1997, pursuant to a Form S-8 Registration Statement filed
with the Securities and Exchange Commission, US Bridge NY registered 125,000
common shares underlying options of US Bridge NY to US Bridge NY's President
pursuant to US Bridge NY's Senior Management Incentive Plan. The options are
exercisable at $1.10 per share (110% of the bid price on November 27, 1996) and
expire on November 27, 2001. These options were exercised on March 25, 1997
resulting in US Bridge NY issuing 125,000 shares of common stock.
(ii) US Bridge Corp.
During February 1997, pursuant to a Form S-8 Registration Statement filed
with the Securities and Exchange Commission, the Company registered a total of
686,617 common shares, of which, 575,000 shares are underlying options pursuant
to the Company's Senior Management Incentive Plan. The options are exercisable
at various prices ranging from $1.750 each to $1.925 each. In addition, during
December 1996, the Company issued an aggregate of 114,617 shares to employees of
the Company. In connection with the 114,617 shares issued to employees, the
Company recorded compensation expense amounting to $107,453 which is based on
upon 50% of the average closing bid price for the month of December 1996.
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
NOTE 6 - COMMITMENT AND CONTINGENCIES
a) Lease agreement
US Bridge NY leases its administrative offices and storage space pursuant
to a signed lease agreement with an affiliate owned by the Company's President.
Such lease requires monthly payments of $20,000 and expires on March 31, 1998.
Under such lease agreement, US Bridge NY is required to make future minimum
lease payments as follows:
<TABLE>
<CAPTION>
Year Ending
June 30,
<S> <C> <C>
1997 60,000
1998 180,000
---------------
Total $ 240,000
===============
</TABLE>
US Bridge NY also leases a yard for storage of material pursuant to an oral
agreement with an unrelated party which requires monthly payments of $3,500.
Accordingly, included in general and administrative expenses is rent expense
which amounted to $70,500 for the three months ended March 31, 1997 and 1996 and
$211,500 for the nine months ended March 31, 1997 and 1996. As of March 31, 197,
$440,000 of rent remains unpaid and is included in accounts payable.
b) Significant vendors
For the three months ended March 31, 1997 and 1996, US Bridge N.Y. paid
$33,500 and $310,767, respectively to US Bridge MD for certain materials and
labor necessary to perform steel erection services. US Bridge MD is a wholly
owned subsidiary of the Company.
c) Seasonality
US Bridge NY operates in an industry which may be seasonal, generally due
to inclement weather occurring during the winter months. Accordingly, the
Company may experience a seasonal pattern in its operating results with lower
revenue in the third quarter of each fiscal year. Quarterly results may also be
affected by the timing of bid solicitations by governmental authorities, the
stage of completion of major projects and revenue recognition policies.
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
d) Bonding requirements
US Bridge NY is required to provide bid and/or performance bonds in
connection with governmental construction projects. To date, US Bridge NY has
been able to sufficiently obtain bonding up to $10,000,000 per job for its
private projects. US Bridge NY is continuously pursuing obtaining bonding for
its governmental construction projects. In addition, new or proposed legislation
in various jurisdictions may require the posting of substantial additional bonds
or require other financial assurances for particular projects.
e) Payroll Taxes
During September 1994, US Bridge NY entered into an installment agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of approximately $231,535 and remove a tax lien filed by such authority. The
agreement requires US Bridge NY to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, US Bridge NY must also pay timely
all current payroll taxes. As of March 31, 1997, US Bridge NY has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. US Bridge NY is liable for approximately $573,633 of the total
consolidated payroll taxes payable, including accrued penalties and interest,
amounting to $665,240 at March 31, 1997.
f) Mechanic's liens
During November 1996, the Company and US Bridge NY jointly filed a
mechanic's lien in the amount of $279,346 against one of the latter's customers
for nonpayment. On or about May 13, 1997, US Bridge NY commenced an action to
foreclose on the aforesaid lien.
During December 1996, U.S. Bridge NY filed three separate mechanic's liens
aggregating $3,044,491 against two of its customers for non payment. Such amount
is included in the contracts and retainage receivable amount. As of June 30,
1996 U.S. Bridge NY recorded an allowance against the accounts of these
customers of approximately $1,000,000. No additional allowances have been
recorded as of March 31, 1997. During the three months ended March 31, 1997, two
actions seeking to foreclose on the mechanics liens previously filed were
commenced.
g) Legal proceedings
During January 1997, an action was commenced by The Ohio Bridge Corporation
("Ohio") against US Bridge NY. Ohio claims that US Bridge NY has infringed its
trademark "U.S. Bridge." In February 1997, US Bridge NY filed an answer to the
complaint. The action is presently in the discovery stage. Ohio seeks injunctive
relief, profits obtained by US Bridge NY as a result of its use of the name, and
compensatory damages. US Bridge NY's defense is based upon its belief that the
two companies do not compete against each other in the same industry and that
Ohio does not use the trademark in order to sell, or advertise its products.
<PAGE>
U.S. BRIDGE CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
NOTE 7 - RELATED PARTY TRANSACTIONS
a) Purchase of material and labor
For the three months ended March 31, 1997 and 1996, US Bridge NY paid
$33,500 and $310,767, respectively to US Bridge MD for certain materials and
labor necessary to perform steel erection services. US Bridge MD is a wholly
owned subsidiary of the Company.
b) Rent expense
Included in general and administrative expenses is rent expense paid
pursuant to a signed lease agreement with a Company owned by the Company's
majority stockholder. Such rent amounted to $60,000 and $180,000 for the three
and nine months ended March 31, 1997 and 1996, respectively. As of March 31,
1997, $440,000 of rent remains unpaid and is included in accounts payable
NOTE 8 - SUBSEQUENT EVENTS
a) Agreement for Deed in Lieu of Foreclosure
On March 10, 1997, One Carnegie executed an agreement with its mortgage
holder, whereby the property secured by the mortgage and owned by One Carnegie
and rented to US Bridge MD, would be transferred to the mortgage holder. As
additional consideration, One Carnegie executed a promissory note in the amount
of $150,000 naming the mortgage holder as payee. Accordingly, subsequent to
March 31, 1997, the property has been placed in escrow until all components of
the agreement are finalized.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following Management's discussion and analysis for the three and nine
months ended March 31, 1997 and 1996 are that of the Company's subsidiaries
since the Company itself did not have any material operations of its own.
Company Background
The Company's operations are substantially controlled by Mr. Polito since
he owns approximately 69.5% of the outstanding shares and may be considered the
beneficial owner of the shares of US Bridge NY. Mr. Polito is also a 100%
shareholder of R.S.J.J. Realty Corp. ("RSJJ"). RSJJ leases the administrative
offices and storage space to US Bridge NY at a cost of $20,000 per month
pursuant to a signed lease agreement expiring on March 31, 1998.
Three months ended March 31, 1997 as compared to three months ended March
31, 1996
US Bridge NY recognizes revenue under the percentage of completion method.
Cost of contract revenues include all direct material and labor costs and those
indirect costs related to contract performance. The asset, costs and estimated
earnings in excess of billings on uncompleted contracts, represents costs and
estimated earnings in excess of amounts billed through March 31, 1997. Billings
in excess of costs and estimated earnings on uncompleted contracts, represents
billings which exceed costs and estimated earnings on individual uncompleted
contracts through March 31, 1997.
Contract revenues have increased by $457,917 or 31% to $1,915,553 from
$1,457,636 for the three months ended March 31, 1997 as compared to the three
months ended March 31, 1996. This material increase is due to new contracts
commencing toward the first and second quarter of the Company's fiscal year.
General and administrative expenses include salaries, office overhead and
costs associated with estimating and bidding activities. General and
administrative expenses have decreased by $141,128 or 16% to $743,692 for the
three months March 31, 1997 from $884,820 for the three months ended March 31,
1996. The total decrease amounting to $141,128 was attributable to a decrease in
office administrative salaries and related benefits.
Nine months ended March 31, 1997 as compared to nine months ended March 31 1996
Contract revenues have increased by $3,708,371 or 92% to $7,722,994 from
$4,014,623 for the nine months ended March 31, 1997 as compared to the nine
months ended March 31, 1996. This material increase is due to new contracts
commencing toward the first and second quarter of the Company's fiscal year.
General and administrative expenses include salaries, office overhead and
costs associated with estimating and bidding activities. General and
administrative expenses have increased by $53,823 or 2% to $2,310,929 for the
nine months March 31, 1997 from $2,257,106 for the nine months ended March 31,
1996. The total increase amounting to $53,823 was primarily attributable to an
increase in administrative salaries in connection with the issuance of 114,617
shares of restricted common stock pursuant to the 1995 Senior Management
Incentive Plan. Liquidity and Capital Resources
As of March 31, 1997, US Bridge NY has a backlog of approximately
$13,273,000. Backlog represents the amount of revenue US Bridge expects to
realized from work to be performed on uncompleted contracts in progress and from
contractual agreements which work has not yet begun.
At March 31, 1997, the Company has a consolidated working capital of
$1,735,087.
As of March 31, 1997, the Company's accounts receivable amounted to
$7,255,253 of which approximately $886,000 or 12% has been collected through May
7, 1997.
During November 1996, the Company and US Bridge NY jointly filed a
mechanic's lien in the amount of $279,346 against one of the latter's customers
for nonpayment. On or about May 13, 1997, US Bridge NY commenced an action to
foreclose on the aforesaid lien.
During December 1996, U.S. Bridge NY filed three separate mechanic's liens
aggregating $3,044,491 against two of its customers for non payment. Such amount
is included in the contracts and retainage receivable amount. As of June 30,
1996 U.S. Bridge NY recorded an allowance against the accounts of these
customers of approximately $1,000,000. No additional allowances have been
recorded as of March 31, 1997. During the three months ended March 31, 1997, two
actions seeking to foreclose on the mechanics liens previously filed were
commenced.
During September 1994, US Bridge NY entered into an installment agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of approximately $231,535 and remove a tax lien filed by such authority. The
agreement requires US Bridge NY to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, US Bridge NY must also pay timely
all current payroll taxes. As of March 31, 1997, US Bridge NY has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. US Bridge NY is liable for approximately $573,633 of the total
consolidated payroll taxes payable, including accrued penalties and interest
amounting to $665,240 at March 31, 1997.
Net cash used for operating activities amounted to $140,741 for the nine
months ended March 31, 1997, as compared to $1,669,528 use of cash for the nine
months ended March 31, 1996. With regards to financing activities, the Company
provided $94,053 of cash for the nine months ended March 31, 1997. Such cash was
provided primarily by loans from an officer of the Company.
On March 10, 1997, One Carnegie executed an agreement with its mortgage
holder, whereby the property secured by the mortgage and owned by One Carnegie
and rented to US Bridge MD, would be transferred to the mortgage holder. As
additional consideration One Carnegie executed a promissory note in the amount
of $150,000 naming the mortgage holder as payee. Accordingly, subsequent to
March 31, 1997, the property has been placed in escrow until all components of
the agreement are finalized.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
In January 1997, an action was commenced (by the filing of a complaint) by
The Ohio Bridge Corporation ("Ohio") against U.S. Bridge of N.Y., Inc. ("N.Y."),
a majority owned subsidiary of the Company. Ohio claims that N.Y. has infringed
its trademark "U.S. Bridge." In February 1997, N.Y. filed an answer to the
complaint. N.Y. continues to defend against the action, which is now in the
discovery phase. Ohio seeks injunctive relief, profits obtained by N.Y. as a
result of its use of the name, and compensatory damages. N.Y.'s defense is based
upon its belief that the two companies do not compete against each other in the
same industry and that Ohio does not use the trademark in order to sell, market,
or advertise its products.
Three actions seeking to foreclose on five mechanic's liens (four of which
liens were previously filed by N.Y., the fifth of which was filed by McKay
Enterprises, Inc., a general contractor for whom N.Y. was a subcontractor) were
commenced within the last three months. On February 25, 1997, the first such
action was commenced in New York State Supreme Court, Kings County. The
complaint filed names N.Y. and Metro Steel Structures, Ltd. as plaintiffs and
Perini Corporation, Metropolitan Transportation Authority, New York City
Transportation Authority, and Fidelity and Deposit Company of Maryland as
defendants.
The second action was commenced in New York State Supreme Court, Queens
County on February 26, 1997. It names N.Y., Metro Steel Structures, Ltd., and
McKay Enterprises, Inc. as plaintiffs and Perini Corporation, Department of
Transportation of the City of New York, and Fidelity and Deposit Company of
Maryland as defendants.
The third action was commenced on or about May 13, 1997 in New York State
Supreme Court, Suffolk County and names N.Y. as plaintiff and Kiska Construction
Corp., the State of New York, acting through the New York State Comptroller, the
New York State Department of Transportation, and Seaboard Surety Company as
defendants.
Counsel retained to handle this matter, Congdon, Flaherty, O'Callahan,
Reid, Donlon, Travis & Fishlinger, advises that Perini, against whom N.Y. filed
three liens, has not as yet interposed answers to the aforesaid actions.
<PAGE>
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.
U.S. Bridge Corp.
(Registrant)
Dated: May 30, 1997 /s/Joseph Polito
Joseph Polito
President
/s/Ronald Polito
Ronald Polito
Treasurer
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