UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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: 0-26262
U.S. Bridge of N.Y., Inc.
(Exact name of registrant as specified in its charter)
New York 11-3032277
(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 INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common stock, par value $.001 per share: 1,907,515 shares outstanding as of
September 30, 1996.
<PAGE>
U.S. BRIDGE OF N.Y., INC.
INDEX
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION:
ITEM 1 - FINANCIAL STATEMENTS
<S> <C>
Balance Sheets (Unaudited) September 30, 1996
and June 30, 1996 F-1
Statements of Operations (Unaudited) for the
three months ended September 30, 1996 and 1995 F-2
Statement of Stockholders' Equity (Unaudited) for
the three months ended September 30, 1996 F-3
Statements of Cash Flows (Unaudited) for the
three months ended September 30, 1996 and 1995 F-4
Notes to Financial Statements F-5 - F-9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS F-10 - F-13
PART II - OTHER INFORMATION F-14
</TABLE>
<PAGE>
U.S. BRIDGE OF N.Y., INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
September 30, June 30,
ASSETS 1996 1996
------ -------------- ----------
<S> <C> <C>
Current assets:
Cash $249,780 $223,789
Contracts and retainage receivable, net 4,158,968 3,440,391
Costs and estimated earnings in excess of billings
on uncompleted contracts 2,851,057 2,433,524
Due from related parties 31,554 106,620
-------------- ---------------
Total current assets 7,291,359 6,204,324
Other assets 74,584 18,791
-------------- ---------------
Total assets $7,365,943 $6,223,115
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including cash overdraft
of $63,274 $1,250,516 $824,867
Accrued expenses 265,396 285,396
Payroll taxes payable 354,257 288,713
Due to related parties 382,768 117,255
Billings in excess of costs and estimated earnings
on uncompleted contracts 16,567 16,567
-------------- ---------------
Total current liabilities 2,269,504 1,532,798
-------------- ---------------
Commitments and contingencies (Note 5) - -
Stockholders' equity:
Preferred stock $.01 par value, authorized 500,000 shares,
issued and outstanding -0- - -
Common stock $.001 par value, authorized 10,000,000 shares,
issued and outstanding 1,907,515 503,652 503,652
Additional paid in capital 4,086,551 4,086,551
Accumulated deficit 506,236 100,114
-------------- ---------------
Total stockholders' equity 5,096,439 4,690,317
-------------- ---------------
Total liabilities and stockholders' equity $7,365,943 $6,223,115
============== ===============
</TABLE>
See accompanying notes to financial statements (unaudited).
F-1
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
1996 1995
-------------- ----------
<S> <C> <C>
Contract revenue $3,147,941 $1,571,607
Cost of contract revenue 2,254,387 1,125,988
-------------- ---------------
Gross profit 893,554 445,619
General and administrative expenses 487,432 552,972
-------------- ---------------
Income (loss) from operations before interest
expense/financing costs and provision for income taxes 406,122 (107,353)
Interest expense/financing costs - 460,632
-------------- ---------------
Income (loss) before provision for income taxes 406,122 (567,985)
Provision for income taxes - -
-------------- -------------
Net income (loss) $406,122 $(567,985)
============== ===============
Income (loss) per common equivalent share:
Income (loss) before provision for income taxes $.21 $(.35)
============== ===============
Provision for income taxes $- $-
============== =============
Net income (loss) $ .21 $(.35)
============== ===============
Weighted average number of shares outstanding 1,907,515 1,641,677
============== ===============
</TABLE>
See accompanying notes to financial statements (unaudited).
F-2
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
Common
stock
Additional Total
paid in Retained Stockholders'
Shares Amount capital earnings equity
<S> <C> <C> <C> <C> <C>
Balances at July 1, 1996 1,907,515 $503,652 $4,086,551 $100,114 $4,690,317
Net income for the three months
ended September 30, 1996 - - - 406,122 406,122
----------- ---------- ------------ ----------- -----------
Balances at September 30, 1996 1,907,515 $503,652 $4,086,551 $506,236 $5,096,439
=========== ========== ============ =========== ===========
</TABLE>
See accompanying notes to financial statements (unaudited).
F-3
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
1996 1995
-------------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $406,122 $(567,985)
Adjustments to reconcile net income to net
cash used for operating activities:
Amortization - 441,863
Changes in assets and liabilities:
Accounts receivable (718,577) (460,704)
Prepaid expenses - (114,162)
Costs and estimated earnings in excess of
billings on uncompleted contracts (417,533) (278,355)
Accounts payable 425,649 260,407
Accrued expenses (20,000) (278,303)
Payroll taxes payable 65,544 8,749
Billings in excess of costs and estimated
earnings on uncompleted contracts - 69,614
-------------- ---------------
Net cash used for operating activities (258,795) (918,876)
-------------- ---------------
Cash flow from investing activities:
Increase in other assets (55,793) -
-------------- -------------
Net cash used for investing activities 55,793 -
-------------- -------------
Cash flows from financing activities:
Deferred offering costs charged to additional
paid in capital - 103,554
Proceeds from related parties 340,579 (9,716)
Proceeds from initial public offering and
exercise of special warrant - 4,022,863
Cost associated with initial public offering - (903,820)
Repayments of notes payable - (972,000)
-------------- ---------------
Net cash provided by financing activities 340,579 2,240,881
-------------- ---------------
Net increase in cash 25,991 1,322,005
Cash beginning 223,789 104,410
-------------- ---------------
Cash ending $249,780 $1,426,415
============== ===============
Supplemental disclosure of cash flow information:
Interest paid $- $54,976
============== ===============
Taxes paid $- $-
============== ===============
</TABLE>
See accompanying notes to financial statements (unaudited).
F-4
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 1 - GENERAL
The accompanying unaudited financial statements 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 interim financial statements include all adjustments necessary in
order to make the financial statements not misleading. The results of operations
for the three months ended is not necessarily indicative of the results to be
expected for the full year. For further information, refer to the Company's
audited financial statements and footnotes thereto at June 30, 1996, included in
the Company's Annual Report Form 10K-SB, filed with the Securities and Exchange
Commission.
The Company was incorporated on September 4, 1990 and is a 50.01% owned
subsidiary of U.S. Bridge Corp. ("Bridge Corp."). The Company's President is
also the majority stockholder (69.5%) of Bridge Corp. and may be considered the
beneficial owner of the Company.
NOTE 2 - PAYROLL TAXES
During September 1994, the Company 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 required the Company to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, the Company must also pay timely
all current payroll taxes. As of September 30, 1996 the Company has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. Payroll taxes payable amounted to $354,257 as of September 30,
1996.
NOTE 3 - DUE TO RELATED PARTIES
As of September 30, 1996 the Company's President has advanced a total of
approximately $317,187 to the Company. The remaining balance amounting to
$65,581 represents advances from other related Companies. Such advances are
non-interest bearing and are due on demand.
NOTE 4 - STOCKHOLDERS EQUITY
a) Recapitalization
On April 24, 1994, the Company's parent, Bridge Corp., issued 2,820,000
shares of its own common stock to the previous stockholders of the Company in
exchange for all of the Company's outstanding shares.
The acquisition of the Company by Bridge Corp. has been treated as a
recapitalization for accounting purposes. Accordingly, after such transaction
and before the Company's private offering and initial public offering, the
Company was a wholly owned subsidiary of Bridge Corp. As of September 30, 1996
the Company is a 50.01% owned subsidiary of Bridge Corp.
F-5
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 4 - STOCKHOLDERS EQUITY (Cont'd)
b) Bridge Loan
On January 10, 1995, pursuant to a private transaction, US Bridge NY sold
to one (1) individual 10 units comprising one (1) promissory note totaling
$252,000 and 3,000,000 warrants purchased for $30,000 which provided for the
right to acquire 3,000,000 common shares of US Bridge NY. Each unit was
comprised of a $25,200 12% promissory note and 300,000 warrants for $3,000 for a
total price of $28,200 per unit. The warrants were identical and exercisable
under the same term as the IPO warrants of US Bridge NY. The promissory note
which beared interest at twelve percent (12%) was repaid on August 14, 1995 upon
completion of US Bridge NY's Initial Public Offering
c) Private offering
On January 16, 1995 an Underwriter commenced and privately offered on a
best-efforts basis, sixteen (16) units of US Bridge NY securities at a price of
$55,000 per unit. Each unit consisted of a promissory note in the principal
amount of $45,000 bearing interest at 12% per annum, and 10,000 shares of common
stock at $1.00 per share. The 160,000 shares sold in this offering were assigned
a value of 100% of the initial public offering price of $5.00 per share. In
relation to the common stock sold in the offering, US Bridge NY recorded
deferred financing costs of $640,000 (160,000 shares at $5.00 per share less
original cost of $1.00 per share). Deferred financing costs were amortized on a
monthly basis until the earlier of March 1996, the due date of the related
promissory notes or the initial public offering of US Bridge NY. As a result,
for the years ended June 30, 1996 and 1995 US Bridge NY recorded amortization
expense of $441,863 and $198,137, respectively. The holders of such shares
included their shares in US Bridge NY's initial public offering. The offering
was completed on March 9, 1995 resulting in all sixteen (16) units being sold
netting proceeds to US Bridge NY of approximately $696,851.
The placement agent received a commission of 10% and a non-accountable
expense allowance of 3% of the gross proceeds of the offering.
d) Initial Public Offering
On August 14, 1995 the Company successfully completed its public offering.
As a result, the Company sold 791,850 shares which included 91,850 shares in
connection with the exercise of the underwriter's over-allotment options and
494,500 warrants which included 64,500 warrants pursuant to the underwriter's
over-allotment option. The Company yielded a total net proceeds of $2,077,903
after deducting underwriter selling expenses and expense allowance, repayment of
bridge loans and promissory notes and related accrued interest to the bridge
lenders and private investors, and the pre-payment of the first two year's
financial consulting agreement with the underwriter. Simultaneously with the
offering, the Company charged all deferred offering costs incurred to additional
paid-in capital which totalled $903,820.
F-6
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 4 - STOCKHOLDERS EQUITY (Cont'd)
d) Initial Public Offering (Cont'd)
Upon the closing of the sale of the Shares and Warrants offered, the
Company sold to the underwriter individually and not as a representative of the
Underwriters, warrants to purchase 70,000 common shares and 43,000 Warrants
exercisable for a period of four years commencing one year after the IPO
effective date (August 9, 1995) at 120% of the initial offering price.
e) Special Warrant
On September 9, 1995, the Company's majority stockholder Bridge Corp.
purchased at $2.50 per share 5,665 common shares of the Company be exercising
its right pursuant to the terms of a special warrant issued only to such
stockholder. As a result, the Company's major stockholder increased its
ownership of the Company to 50.01% from 49.95%.
NOTE 5 - COMMITMENT AND CONTINGENCIES
a) Lease agreement
The Company 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, the Company is required to make future minimum lease
payments as follows:
Year Ending
June 30,
1997 $180,000
1998 180,000
---------------
Total $360,000
===============
The Company 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 September 30, 1996 and
1995.
b) Seasonality
The Company 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.
F-7
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 5 - COMMITMENT AND CONTINGENCIES (Cont'd)
c) Bonding requirements
The Company is required to provide bid and/or performance bonds in
connection with governmental construction projects. To date, the Company has
been able to sufficiently obtain bonding up to $10,000,000 per job for its
private projects. The Company 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.
NOTE 6 - RELATED PARTY TRANSACTIONS
a) Purchase of material and labor
For the three months ended September 30, 1996 and 1995 the Company
purchased from Waldorf Steel Fabrications, Inc. ("Waldorf") $0 and $14,000,
respectively, of the materials and labor necessary to perform steel erection
services. Effective August 1, 1995, Waldorf ceased operations. Lastly, for the
three months ended September 30, 1996 and 1995, the Company paid $166,000 and
$200,000, respectively to U.S. Bridge of Maryland, Inc. ("US Bridge MD") for
certain materials and labor necessary to perform steel erection services. US
Bridge MD is a wholly owned subsidiary of Bridge Corp. Amounts payable related
to all of such transactions and included in accounts payable total $102,000 at
September 30, 1996. Such amounts are non-interest bearing obligations. Said
vendors are under the common control of the Company's majority stockholder.
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 for the three months ended
September 30, 1996 and 1995, respectively.
c) Employment agreement
On April 4, 1995, the Company entered into an employment agreement with its
President and Director for a term of approximately three (3) years expiring on
June 30, 1998. The employment agreement provides for an annual salary of
$300,000 with a 10% annual escalation. Pursuant to the agreement, the President
and Director is also entitled to receive a $50,000 per year non-accountable
expense allowance payable in equal weekly installments. The President and
Director is also entitled to receive an annual bonus of $50,000 if the Company
nets $1,000,000 before taxes in any year and an additional $25,000 for each
$500,000 of additional pre-tax profits. Advances against such bonus are equal to
$10,000 payable monthly until the end of the employment agreement, at such time
any excess advances will be re-paid to the Company. No advances have been made
as of September 30, 1996.
F-8
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
NOTE 6 - RELATED PARTY TRANSACTIONS (Cont'd)
c) Employment agreement (Cont'd)
In addition, the President and Director will be granted options to purchase
25,000 shares of the Company's common stock, all of which options shall be
vested as of the dates outlined as follows. The options shall be exercisable
commencing April 4, 1996 and continuing until April 4, 2004; providing, however,
options to purchase 7,500 shares shall become vested and exercisable on April 4,
1996 and April 4, 1997, respectively, 10,000 vesting on April 4, 1998. The
option shall contain such other terms and conditions as set forth in the stock
option agreement. The exercise price of the options shall be equal to the 110%
of the stock price in the initial public offering. The foregoing options are
intended to qualify as incentive stock options. Lastly, the Company, pursuant to
such agreement will pay premiums on a $3,500,000 life insurance policy for the
benefit of individuals as directed by such President and Director. Any cash
surrender value is the Company's property until the employment agreements ends.
The estimated premium on such policy is $80,000 per year.
d) Due to related parties
As of September 30, 1996 the Company's President has advanced a total of
approximately $317,187 to the Company. The remaining balance amounting to
$65,581 represents advances from other related Companies. Such advances are
non-interest bearing and are due on demand.
NOTE 7 - SUBSEQUENT EVENT
New Projects
Subsequent to September 30, 1996 the Company obtained an additional
$1,900,000 of new contracts.
F-9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company 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 September 30, 1996.
Billings in excess of costs and estimated earnings on uncompleted contracts,
represents billings which exceed costs and estimated earnings on individual
uncompleted contracts through September 30, 1996.
Three months ended September 30, 1996 as compared to three months ended
September 30, 1995
The Company was formed by Joseph Polito, its President, to serve primarily
as a general contractor for public and private sector construction projects. The
public sector projects are sponsored by Federal, State and local Government
authorities in New York State and the Metropolitan areas. Previously, Mr.
Polito, through other entities, has furnished and provided steel erection as a
subcontractor for private and governmental construction projects. From its
commencement of operations in June 1993, the Company has provided steel erection
services for building, roadway and bridge repair projects for general contracts
who have been engaged by private and municipal/government clients.
The Company plans to continue to undertake projects as a subcontractor, but
will focus on obtaining projects as a general contractor in both the public and
private sectors. In the New York Metropolitan area, there are an abundance of
subcontractors known to the Company who have significant experience and are
competitive with respect to pricing and level of service. The Company will be
responsible for performance of the entire contract, including the work done by
subcontractors. Accordingly, the Company may be subject to substantial liability
if a subcontractor fails to perform as required. Also there may be unanticipated
difficulties in hiring and overseeing subcontractors that the Company is
currently not aware of. In the event the bonding Company pays a claim related to
a subcontractor's non-performance or similar event, the bonding Company has
recourse against the Company. The Company requires bonding from a New York
licensed bonding Company in order to bid on projects as a general contractor.
Though the Company does not believe its business is seasonal, its
operations are generally slow in the winter months due to the decrease in worker
productivity due to weather conditions. Accordingly, the Company may experience
a seasonal pattern in its operating results with lower revenue in the third
quarter of each fiscal year. Interim results may also be affected by the timing
of bid solicitation, the stage of completion of major projects and revenue
recognition policies.
The Company's operations are substantially controlled by Mr. Polito since
he owns approximately 69.5% of the outstanding shares of Bridge and may be
considered the beneficial owner of the shares of the Company owned by Bridge.
Mr. Polito is also a 100% shareholder of R.S.J.J. Realty Corp. ("RSJJ"). RSJJ
leases the administrative offices and storage space to the Company at a cost of
$20,000 per month pursuant to a signed lease agreement expiring on March 31,
1998. Lastly, Mr. Polito has ownership interests in Waldorf Steel Fabricators,
Inc. (which ceased operations on August 1, 1995), Crown Crane, Inc., Atlas Gem
Leasing, Inc., Atlas Gem Erectors Co., Inc. and Gem Steel Erectors.
F-10
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Cont'd)
RESULTS OF OPERATIONS (Cont'd)
Three months ended September 30, 1996 as compared to three months ended
September 30, 1995 (Cont'd)
Contract revenues have increased by $1,576,334 or 100% to $3,147,941 from
$1,571,607 for the three months ended September 30, 1996 as compared to the
three months ended September 30, 1995. This material increase is due to new
contracts commencing toward the last quarter of the Company's fiscal year.
The Company's gross profits for the three months ended September 30, 1996
is 28% as compared to the three months ended September 30, 1995 which was also
28%.
For the three months ended September 30, 1996 and 1995 the Company
purchased from Waldorf Steel Fabrications, Inc. ("Waldorf") $0 and $14,000,
respectively, of the materials and labor necessary to perform steel erection
services. Effective August 1, 1995, Waldorf ceased operations. Lastly, for the
three months ended September 30, 1996 and 1995, the Company paid $166,000 and
$200,000, respectively to U.S. Bridge of Maryland, Inc. ("US Bridge MD") for
certain materials and labor necessary to perform steel erection services. US
Bridge MD is a wholly owned subsidiary of Bridge Corp. Amounts payable related
to all of such transactions and included in accounts payable total $102,000 at
September 30, 1996. Such amounts are non-interest bearing obligations. Said
vendors are under the common control of the Company's majority stockholder.
As of September 30, 1996, the Company has a backlog of approximately
$14,800,000. Backlog represents the amount of revenue the Company expects to
realized from work to be performed on uncompleted contracts in progress and from
contractual agreements which work has not yet begun. Subsequent to September
1996, the Company obtained an additional $1,900,000 of new projects.
In order for the Company to obtain and maintain bonding, it must adhere to
the requirements stipulated in the bonding agreements which vary with each
bonding company. The bonding costs for each bond are incorporated in the
contract price of each job. These costs are carried as a line item in the
requisition and paid by the customer. Any monies taken from the working capital
for this purpose will be replaced as the monthly requisition payments are
received from the customer. Bonding requirements vary depending upon the nature
of the projects to be performed.
F-11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Cont'd)
RESULTS OF OPERATIONS (Cont'd)
Three months ended September 30, 1996 as compared to three months ended
September 30, 1995 (Cont'd)
General and administrative expenses include salaries, office overhead and
costs associated with estimating and bidding activities. General and
administrative expenses have decreased by $65,540 or 12% to $487,432 for the
three months September 30, 1996 from $552,972 for the three months ended
September 30, 1995. The total decrease amounting to $65,540 was attributable to
primarily decreases in office salaries.
Liquidity and Capital Resources
At September 30, 1996, the Company has working capital of $5,021,855.
As of September 30, 1996, the Company's accounts receivable amounted to
$4,158,968, of which approximately $868,705 or 21% has been collected through
November 15, 1996.
Net cash used for operating activities amounted to $258,795 for the three
months ended September 30, 1996. The major components of such use of cash was
directly attributed to the increase of accounts receivable amounting to
$718,577, increase in costs in excess of billings on uncompleted contracts
amounting to $417,533, and the increase of accounts payable and net income
amounting to $831,771. For the three months ended September 30, 1995, the net
cash used for operating activities amounted to $918,876. With regards to
financing activities, the Company provided $340,579 of cash for the three months
ended September 30, 1996. Such cash was provided primarily by loans from
stockholder and other related parties.
During September 1994, the Company 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 required the Company to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, the Company must also pay timely
all current payroll taxes. As of September 30, 1996 the Company has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. Payroll taxes payable amounted to $354,257 as of September 30,
1996.
On August 14, 1995 the Company successfully completed its public offering.
As a result, the Company sold 791,850 shares which included 91,850 shares in
connection with the exercise of the underwriter's over-allotment options and
494,500 warrants which included 64,500 warrants pursuant to the underwriter's
over-allotment option. The Company yielded a total net proceeds of $2,077,903
after deducting underwriter selling expenses and expense allowance, repayment of
bridge loans and promissory notes and related accrued interest to the bridge
lenders and private investors, and the pre-payment of the first two year's
financial consulting agreement with the underwriter. Simultaneously with the
offering, the Company charged all deferred offering costs incurred to additional
paid-in capital which totalled $903,820.
F-12
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Cont'd)
Liquidity and Capital Resources (Cont'd)
On September 9, 1995, the Company's majority stockholder Bridge Corp.
purchased at $2.50 per share 5,665 common shares of the Company be exercising
its right pursuant to the terms of a special warrant issued only to such
stockholder. As a result, the Company's major stockholder increased its
ownership of the Company to 50.01% from 49.95%.
F-13
<PAGE>
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
ITEM 6 - Exhibits and Reports on Form 8-K:
None
F-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto dult authorized as of the 18th day of November 18,
1996.
U.S. BRIDGE of N.Y., INC.
By: /s/ Joseph Polito
President
By: /s/ Steven Polito
Treasurer
F-15
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
U.S. BRIDGE OF N.Y., INC.
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part I, Item I of this Form 10-QSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000937931
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 249,780
<SECURITIES> 31,554
<RECEIVABLES> 4,158,968
<ALLOWANCES> 0
<INVENTORY> 2,851,057
<CURRENT-ASSETS> 0
<PP&E> 74,584
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,365,943
<CURRENT-LIABILITIES> 2,269,504
<BONDS> 0
0
0
<COMMON> 503,652
<OTHER-SE> 4,592,787
<TOTAL-LIABILITY-AND-EQUITY> 7,365,943
<SALES> 3,147,941
<TOTAL-REVENUES> 3,147,941
<CGS> 2,254,387
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 487,432
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 406,122
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 406,122
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
