SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 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 O-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 Identification No.)
Incorporation or organization)
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
Common Stock Purchase Warrants
(Title of Class)
Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
Check if no disclosure of delinquent filers in response Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [ ].
The aggregate market value of the voting stock on October 18, 1996
(consisting of Common Stock, $.001 par value per share) held by non-
affiliates was approximately $1,807,266, based upon the average bid and asked
prices for such Common Stock on said date ($1.875), as reported by a market
maker. On such date, there were 1,907,515 shares of Registrant's Common
Stock outstanding.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS
History
U.S. Bridge of N.Y., Inc. (the "Company"), was incorporated in the
State of New York on September 4, 1990, as Metro Steel Structures, Ltd. The
Company filed an amendment to its Certificate of Incorporation changing its
name to its current name on January 11, 1995. Additionally, the Company
amended the authorized capital of the Company to (i) increase the number of
authorized shares of Common Stock from 200 to 10,000,000; (ii) increase the
par value from no par value to $.001 par value per share and (iii) authorized
500,000 shares of Preferred Stock par value $.01 per share. As of such date
the Company effected a 29,687.50 for one forward split of its Common Stock,
pursuant to which there became 950,000 shares of Common Stock outstanding.
Pursuant to an agreement and plan of merger by and between the
Company and U.S. Bridge Corp. ("Bridge") effective as of April 25, 1994,
Bridge issued an aggregate of 3,540,000 shares of its common stock to the
sole stockholder of the Company, Joseph Polito, whereby will receive
2,820,000 shares for all the shares of the Company and 720,000 shares for all
the shares of common stock of One Carnegie, Mr. Polito. The "Acquisitions"
were accounted for as a "recapitalization" of Bridge. Accordingly, both the
Company and One Carnegie became wholly owned subsidiaries of Bridge, of which
company Joseph Polito became an 80% shareholder, which decreased to 75.4%
upon the completion of the IPO.
Immediately prior to the acquisition of the Company by Bridge, the
Company completed a private placement offering of its Common Stock, whereby
the Company sold an aggregate of 148,200 shares (post stock split) of its
Common Stock. The Company received net proceeds of $502,594 after the
deduction of offering expenses of $47,406.
Pursuant to the terms of the acquisition, each subscriber in the
private placement exchanged each share of the Company held prior to the
acquisition for 20,000 post reverse split shares of common shares purchased
in the private placement in a Registration Statement under the Securities Act
of 1933, as amended (the "Act"), one time only, upon demand by any of the
investors in the private placement, after June 30, 1995. Bridge has agreed
to include the securities offered in any appropriate registration statement
which it files under the Act during the two year period ending June 30, 1996.
Public Offering
On August 14, 1995, the Company consummated an initial public
offering of 700,000 shares of its Common Stock and 494,500 (64,500 pursuant
to the exercise of the underwriter's over-allotment option) Common Stock
purchase warrants at $5.00 per share and $.10 per warrant, respectively,
through State Street Capital Markets Corp. (formerly White Rock Partners &
Co., Inc.) as underwriter. At such time certain selling shareholders and a
selling warrantholder sold through the underwriter 160,000 shares of Common
Stock and 3,000,000 Warrants, respectively. On September 1, 1995 the
underwriter exercised its over-allotment option to purchase an additional
91,850 shares of the Company's Common Stock. At such time Bridge exercised
its Special Warrant to purchase 5,665 shares of the Company's Common Stock at
$2.50 per share, in order for Bridge to retain over 50% of the Company's
Common Stock. The Company received net proceeds of $3,119,043 from the
offering. The proceeds from the Company's public offering were apportioned as
follows (i) approximately $262,000 was used to repay a bridge loan made to
the Company, (ii) approximately $735,000 was used to repay certain promissory
notes issued in the Company's private placement in March, 1995, and (iii)
approximately $1,892,082 was deposited into the Company's general account as
working capital to obtain bonding and for project start up expenses and other
operating costs.
Recent Developments
In June 1996, the Company received notice that its $3,900,000 bid
to
erect structural steel for the Louis Vuitton N.A. 27 floor Office Tower at
57th Street in Manhattan has been accepted by Tishman Construction Corp., as
construction manager. The Company has commenced detailing the steel needed
for the project and is awaiting the execution of the contract.
In May 1996, Lehrer McGovern, Bovis, Inc. ("LMB"), as construction
manager, has informed the Company that its bid to demolish certain existing
structures and to furnish and perform the erection of structural steel, as a
subcontractor, for the Grand Central Station, Retail Portion project has been
accepted. The project has an estimated contract value of $3,350,000 to the
Company. The project is subject to the approval of the owners of LMB and the
parties entering into a formal agreement. The Company has begun detailing
the steel for the project and is awaiting the execution of the contract.
In April 1996, Eklec Co., the developer of the Palisades Power Mall
project in West Nyack, New York, has informed the Company that its bid to
perform the erection of structural steel for the project has been accepted.
The mall is estimated to be approximately 3,900,000 square feet upon
completion. The project is to be performed in two phases at an estimated
aggregate contract value of $8,200,000 reduced from $9,000,000. The Company
has entered into a contract and expects to commence work on the project
during July or August.
In September 1995, the Company entered into a contract to be the
general conk, with an estimated contract value of $3,500,000. The project is
considered a design and construction project, whereby the Company will work
with the architect in deciding on the materials to be used in order to cost
effectively construct the building. The signed contract has been submitted to
the builder's bank for approval of its terms and for a commitment for the
project's financing. No approval has been obtained and the Company believes
that this project is indefinitely on hold. Also in September 1995, the
Company entered into a contract to furnish and erect the structural steel in
the renovation of a building in New York City with an estimated contract
value of $1,600,000. This project has been completed.
The Company
The following table lists all companies in which Joseph Polito is
either an officer, director or principal shareholder, and any activities
engaged in by such companies with or any of its subsidiaries, as of June 30,
1996:
<TABLE>
<S> <C> <C> <C> <C> <C>
Year J. Polito's Activities with Place of
Company Name(1) of Inc. Title Ownership(%) the Company Business
U.S. Bridge Corp. 1988 (2) President 69.5% Parent Company Queens, NY
Director
One Carnegie Court 1990 President 100% Subsidiary of Waldorf, MD
Associates, Inc.(3)(4)(5) Director Bridge
R.S.J.J. Realty 1983 President 100% Leases offices Queens, NY
Corp.(4) Director and storage space
to the Company
Crowne Crane, Inc. 1988 -- 50% Supplies cranes Brooklyn
to the Company
for use in the
erection of steel.
Atlas Gem Leasing, 1986 President 100% Supplies Queens, NY
Inc. (4) Director welding machines and
compressors to the
Company.
Atlas Gem Erectors 1986 President 100% Sold certain No office
Co., Inc. (4)(7) Director construction contracts
to the Company
Ceased operations
Gem Steel Erectors 1966 President 100% No Business No office
Inc.(4)(8) Director relationship
Ceased Operations
Waldorf Steel 1990 President 100% Provided steel Waldorf, MD
Fabricators, Inc.(3)(5) Directors to the Company
Ceased operation
in 8/1/95
U.S. Bridge Corp. 1966 President 100% Leases steel Queens, NY
(Maryland) (4)(9) fabricating
facilities from
One Carnegie
U.S. Bridge of 1990 President 50.1% Provides steel Queens, NY
N.Y., Inc. (4)(10) Director buildings, roadway
and bridge repair
projects
</TABLE>
(1) Except as disclosed hereunder no company listed is beneficially owned
by another entity, nor does any company have any subsidiaries. No
company listed has conducted any business operations under any name
except for its corporate name, except for U.S. Bridge Corp. See"--
History."
(2) Incorporated in the State of Delaware.
(3) Incorporated in the State of Maryland.
(4) Incorporated in the State of New York.
(5) One Carnegie owns the property, building and equipment which it
leased to Waldorf Steel Fabricators, Inc. ("Waldorf") prior to
August 1, 1995, as of which date it began leasing to US-MD.
(6) Formed in December 1990, One Carnegie is a wholly-owned subsidiary
of Bridge. Mr. Polito, through his ownership of approximately 69.5%
of the outstanding shares of Bridge may be deemed the beneficial
owner of the shares of One Carnegie owned by Bridge.
(7) Ceased operations in September 1994.
(8) Ceased operations in March 1991.
(9) U.S. Bridge Corp. (Maryland) ("US-MD") was incorporated in the state
of Delaware on September 21, 1994 for the purpose of providing the
labor for the fabrication of steel by Waldorf, which it provided
until August 1, 1995. It currently leases the building and equipment,
previously leased to US-MD, from One Carnegie. It provides steel
fabrication for projects of the Company.
(10) Mr. Polito, through his ownership of approximately 65.9% of the
outstanding shares of Bridge may be deemed the beneficial owner of
the shares of the Company owned by Bridge.
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 those sponsored by federal, state
and local governmental 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 and
until recently, the Company has provided steel erection for building, roadway
and bridge repair projects for general contractors who have been engaged by
private and municipal/governmental clients. The Company as of June 30, 1996
has completed 17 projects as a subcontractor with an aggregate project value
of $12,987,215 and is currently engaged in 7 projects as a subcontractor with
an aggregate value of approximately $17,400,000. In addition, the Company has
signed a contract for the Palisades Power Mall project but has not commenced
the project. The Company plans on continuing to undertake projects as a
subcontractor, but upon receipt of bonding will focus on obtaining projects
as a general contractor.
<PAGE>
<TABLE>
<CAPTION>
Schedule of Completed Contracts
Project Name Contract Amount Contract Date Type of Contract
<S> <C> <C> <C>
39th Street Bridge $2,867,276 June 1993 Lump-Sum
Robert Moses Causeway 540,118 December 1994 Lump-Sum
Van Wyck 146,000 April 1992 Lump-Sum
Centereach 186,500 June 1995 Lump-Sum
Pro-Camera 50,275 August 1995 Lump-Sum
VDC 75,000 August 1995 Lump-Sum
39th Street (Demolition) 709,645 February 1993 Lump-Sum
New England Thruway 2,409,058 June 1993 Lump-Sum
Honeywell 1,100,000 June 1993 Joint Venture (1)
Cross Bronx Expressway 60,176 March 1994 Lump-Sum
KISKA Construction Corp.-USA/
Robert Moses Causeway 559,603 December 1994 Lump-sum
McKay Enterprises, Inc./
Kasciuszko Bridge 2,220,218 June 1993 Lump-sum
201 East 80th Street 1,600,000 May 1995 Lump-sum
South Avenue Plaza 275,000 May 1996 Lump-Sum
Others 188,346 N/A N/A
$12,987,215
</TABLE>
(1) Joint venture with John P. Picone, Inc. ("Picone"), whereby the
Company entered into a consulting agreement with Picone, who was
awarded the project. The agreement provides that for 50% of the
profits of the project the Company would provide Picone with its
expertise in steel erection, supply qualified workers and oversee the
rehabilitation of the bridge. Picone put the Company's employees on
its payroll and incurred all the expenses of the project.
(2) Total estimated project value of a collection of smaller projects
completed.
Inasmuch as the Company purchased steel from Waldorf, and now from
US-MD, or leases equipment from Crown Crane, Ltd. or Atlas Gem Leasing, Inc.,
the Company shall check prices in the industry prior to engaging in any such
transactions and will transact business with such companies only on terms
which may be considered similar. The audit committee of the Board of
Directors intends to exercise reasonable judgment and take such steps as they
deem necessary under all of the circumstances in resolving any specific
conflict of interest which may occur and will determine what, if any,
specific measures, such as retention of an independent advisor, independent
counsel or special committee, may be necessary appropriate. The fact that
Joseph Polito is an officer, director and principal shareholder in other
companies including those that transact business with Bridge and the Company,
opens the potential that there may be conflicts of interest in decisions made
by Mr. Polito, which may compromise his fiduciary duty to Bridge and the
Company. Any remedy under state law, in the event such circumstances arise,
would most likely be prohibitively expensive and time consuming. See "--
Suppliers and Subcontractors."
Bridge and Roadway Construction Industry
Throughout the country, inclusive of the New York metropolitan area
and surrounding areas, there are increasing signs of deterioration of the
roadways and bridges, which are the critical links in the country's
transportation network infrastructure. Many bridges and roadways in the New
York metropolitan and surrounding areas are considered in poor condition and
require major repairs or replacement, which make them eligible for federal
funds for repairs. In 1983 the bridge over the Mianus River in Connecticut
collapsed. Soon thereafter the federal government enacted legislation whereby
all bridges must be inspected every two years. In connection therewith, the
federal government increased the amount of accessibility of federal funds to
repair the country's infrastructure inclusive of its roadways and bridges.
The 1991 InterModal Surface Transportation Efficiency Act
authorized expenditures of $151 billion over six years in order to repair and
replace the country's roadways and bridges pursuant to certain criteria as to
current conditions and usage of said roadways and bridges. This legislation
has only recently begun to benefit the construction industry. Through the
repair and replacement of bridges and roadways are primarily the
responsibility of the state and federal agencies and municipalities, this
responsibility is also placed on those companies which require improvements
in the transportation infrastructure, in order to provide for or supplement
their own transportation network requirements. These companies are
responsible to build and maintain bridges and roadways for their use and for
use by the general pubic, where appropriate, with the approval of the state
and federal agencies and municipalities, which are necessary for their
transportation network (i.e., Railroads).
Marketing
The Company obtains its projects primarily through the process of
competitive bidding. Accordii) subscribing to bid reporting services, (ii)
monitoring trade journals including Engineering Record News, Dodge Report and
Brown's Letter, Inc., (iii) monitoring daily newspapers and real estate
publications, (iv) membership and networking in affiliated organizations
including Allied Building Trades, (v) maintaining contracts with developers
and other general contractors and (vi) requesting notification from various
government agencies as to bid solicitations being requested.
In response to bid requests, the Company submits a proposal
detailingits qualifications, the services to be provided and the cost of the
servicesto the soliciting entity which then, based on its evaluation of the
proposals submitted, awards the contract to the successful bidder.
Generally, the contract for a project is awarded to the lowest bidder,
although other factors may be taken into consideration.
The Contract Process
The Company submits its bids after a detailed review of the project
specification, an internal review of the Company's capabilities and equipment
availability and an assessment of whether the project is likely to attain
targeted profit margins. In bidding on contracts there are two types of bid
requests, at the option of the client requesting the bids, a unit cost bid
and a lump-sum bid. The unit cost bid is based upon a cost per unit basis,
where a lump sum bid obligates the Company to complete the project at a fixed
price. In a lump-sum bid the risk of estimating the quantity of units
required for a particular project is on the Company while in a unit cost bid
the Company must estimate the per unit cost, not the number of units needed.
Any increase in the Company's unit cost over its unit bid price or cost over
its lump-sum bid, whether due to inefficiency, faulty estimates, weather,
inflation or other factors, must be borne by the Company and may adversely
affect its results of operations. While Mr. Polito has been in the
construction business for many years, the Company and Mr. Polito have just
recently started bidding on projects as a general contractor and may incur
unanticipated expenses, problems or difficulties which may affect its bid
prices and project profitability. Though the Company has been the low bidder
on several public sector and private sector bids it has not commenced any
project as a general contractor. The Company has entered into two contracts
for private sector projects, both of which are currently awaiting banking
approval. See "-- The Company," "-- Insurance and Bonding" and "Risk
Factors."
Upon receipt by a New York City agency that a bid submitted has
been declared the low bid, the city's procurement policy requires that the
New York Finance Committee approve all funds to be allocated to such project.
During this time the Company which was the low bidder must provide the
Department of Transportation with such documents as are required, including
a payment and performance bond, in order to be approved to undertake the
project. Once the New York City Finance Committee has cleared the allocation
of funds for a project and the Department of Transportation has cleared all
the documentation required to be submitted by the contractor, a starting date
and time table is set up for the project.
Most government contracts provide for termination of the contract
at the election of the customer, although in such event the Company is
generally entitled to receive a small cancellation fee. Many of the
Company's contracts are also subject to completion requirements with
liquidated damages assessed against it if schedules are not met.
Contracts as a subcontractor and general contractor often involve
work periods in excess of one year. Revenue on uncompleted fixed price
contracts is recorded under the percentage of completion method of
accounting. The Company begins to recognize profit on its contracts when it
first accrues direct costs. Pursuant to construction industry practice, a
portion of billings may be retained by the customer until certain contractual
obligations are fulfilled.
The Company anticipates acting as general contractor on most
projects received in the future and will need to hire subcontractors to
perform certain jobs such as electrical and mechanical work. As general
contractor, the Company will be responsible for the performance of the entire
contract, including work assigned to subcontractors. Accordingly, the
Company is subject to liability associated with the failure of subcontractors
to perform as required under the contract. The Company may require its
subcontractors to furnish bonds guaranteeing their performance, although
affirmative action regulations require the Company to use its best efforts to
hire minority subcontractors for a portion of the project and some of these
subcontractors may not be able to obtain surety bonds.
In connection with both public and private sector contracts, the
Company will be required to provide bid and performance surety bonds
guaranteeing its performance. The Company's ability to obtain surety bonds
depends upon its capitalization, working capital, past performance,
management expertise and other factors. Surety companies consider such
factors in light of the amount of the Company's surety current underwriting
standards, which may change from time to time. See "-- Insurance and
Bonding."
The Company has and anticipates continuing to bid as a
subcontractor at the request of other general contractors. Although the
Company has not been required to provide bonds to such general contractors
when acting as a subcontractor, it may be required to furnish bonds
guaranteeing its performance as a subcontractor in the future. Currently,
the Company is serving as a subcontractor on seven projects. See "-- Work in
Progress; Backlog and Seasonality."
Insurance and Bonding
The Company maintains general liability and excess liability
insurance, insurance covering its construction equipment and workers'
compensation insurance, in amounts its believes are consistent with industry
practices. The Company carries liability insurance of $1,000,000 per
occurrence which management believes its adequate for its current operations.
The Company will be required to provide a surety bond on most of
the project it receives as a general contractor. The Company's ability to
obtain bonding, and its bonding capacity, is primarily determined by the
Company's net worth, liquid working capital (consisting of cash and accounts
receivable) and the number and size of projects under construction. The
larger the project and/or the more projects in which the Company is engaged,
the greater the bonding, net worth and liquid working capital requirements.
Therefore, the Company may be required to maintain certain levels of tangible
net worth in connection with establishing and maintaining bonding limits. As
a practical matter such limits may limit dividends, if any, which might have
been declared and which would limit corporate funds available for other
purposes.
Bonding requirements vary depending upon the nature of the project
to be performed. The Company anticipates paying a fee to bonding companies
of between 1 1/4% to 3 1/2% of the amount of the contracts to be performed.
Since these fees are generally payable at the beginning of a project, the
Company must maintain sufficient working capital to satisfy the fee prior to
receiving revenue from the project. Bonding fees are a line item in the
submitted bid and are included as part of the Company's billing of its
client. If the Company does not secure bonding from a company or companies
licensed in the State of New York and other states where the Company may bid
on public sector projects, the Company will be unable to bid on these
projects as a general contractor. The Company has approached several New
York licensed bonding companies and is currently undergoing the application
and review process with such companies, but as of the date hereof has not
been approved by any company to receive bonding. In order to obtain bonding,
in addition to credit checks and other due diligence disclosure requirements
bonding companies look at the Company's capitalization, working capital, past
performance, management's expertise and other factors. The bonding companies
require companies receiving bonding to have certain amounts of capital and
liquid assets, and will bg it will issue based on a formula, devised by the
bonding company, usually based on certain industry standards, which takes
into account such factors.
As a general contractor, the Company anticipates bidding on both
private and public sector projects as a general contractor, all of which
require bonding, in the form of bid and/or performance bonds. A bid bond is
a bond issued by a bonding company which is usually in an amount equal to 10%
of the bid price and which guarantees that the contractor will be able to
produce such other additional documents and information required in order to
commence the project including the issuance of a performance bond. A
performance bond is a guarantee by a surety, customarily 100% of the value of
the contract amount, that the contractor will complete the project pursuant
to the terms and conditions of the contract. Most government contracts
provide for termination of the contract at the election of the customer,
although in such event, the Company is generally entitled to receive a small
cancellation fee. Many of the Company's contracts are also subject to
completion requirements with liquidated damages assessed against it if
schedules are not met. The Company has not been materially adversely
affected by these provisions in the past as a subcontractor.
Work in Progress; Backlog and Seasonality
The following is a listing of the projects as of June 30, 1996
which the Company is currently engaged in as a subcontractor:
<TABLE>
Backlog Estimated
Customer/ Contract Contract Amount at Completion Type of %of job
Project Name(1) Amount Date 6/30/96 Date Contract completed
<S> <C> <C> <C> <C> <C> <C>
Perini Corporation/
Stillwell Avenue Bridge $8,376,728 June 93/Oct. 94 $753,900 June 1997 Lump-sum 91%
Perini Corporation/
39th Street Bridge 2,867,276 June 1993 21,500 March 1997 Lump-sum 99%
Eklec Co./
Palisades Power Mall 8,050,000 June 1996 7,969,500 June 1996 Lump-sum 1%
McKay Enterprises, Inc./
Reconstruction of 4th
Avenue Bridge 420,996 November 1994 218,900 December 1996 Lump-sum 48%
Lehrer McGovern, Bovis, Inc./
Grand Central Station 3,309,033 June 1996 3,110,500 June 1997 6%
Tishman Construction/
Louis Vuitton N.A. 3,908,000 June 1996 3,829,800 March 1997 2%
Williamsburg Bridge 2,517,651 May 1996 2,039,300 December 1997 Lump-sum 19%
Total Signed Contracts $29,449,684 $17,943,400
</TABLE>
For the years ended June 30, 1996 and 1995, the Company had 3 and 2
customers, respectively, VJB Construction, Inc., DeFoe Construction, Inc.,
and Perini Corporation and McKay Enterprises, Inc. and Perini Corporation,
respectively, comprising four projects, which accounted for an aggregate of
approximately 62% and 58%, respectively, of total revenues. At June 30, 1996
and 1995, amounts due from the above customers with respect to such projects
represented approximately 46% and 70%, respectively, of total accounts
receivable. The discontinuance of any of these projects, or a general
economic downturn in the State of New York, in which the projects are
located, could have a material adverse affect on the Company's results of
operations.
Though the Company does not believe its business is seasonal, its
operations slow during the winter months due to the decreased productivity of
the workers, thereby increasing costs as well as the inability to work in
severe weather conditions.
Suppliers and Subcontractors
For the year ended June 30, 1996, the Company received 100% of the
steel fabrication it required from US-MD a subsidiary of U.S. Bridge Corp.,
the parent of the Company. US-MD provides the Company with fabricated steel,
which it also sells to other subcontractors and general contractors. Prior
to August 1, 1995, Waldorf Steel Fabricators, Inc., a company wholly owned by
Joseph Polito provided most of the steel used by the Company. The Company
also receives steel from several other suppliers, none of which account for
10% of the steel purchased by the Company. The price paid and the terms for
the steel purchased from US-MD were comparable to competitive prices and
terms and therefor, in the event US-MD is unable to continue to provide the
Company with the bulk of the steel it requires, the Company believes it will
be able to acquire it through other suppliers.
The Company currently depends upon various vendors to supply spare
parts, cranes and other heavy equipment and its ability to hire skilled
workers depends upon its ability to comply with certain union agreements and
contracts. The Company rents cranes from Crown Crane, Ltd., a company of
which Joseph Polito is a 50% shareholder and rents generators and other
equipment from Atlas Gem Leasing, Inc., a company which is wholly owned by
Joseph Polito. The Company believes that there are a sufficient number of
vendors, so that in the event any individual or group of vendors can no
longer service the Company's needs, the Company will be able to find other
vendors at competitive prices. The Company does hire skilled steel workers
represented by the International Union of Structural Ironworkers, local 40,
operating engineers locals 14, 14B, 15, 15A, 15C and 15D and cement masons
local 780 (collectively referred to as the "Unions") and must comply with
agreements with the Unions, which agreements regulate all employment issues
between the Company and the Union employees including pay, overtime, working
conditions, vacations benefits, etc., and which agreements expire on June 30,
1999. The Company believes that it has a good relationship with the Unions
and is in compliance with all union agreements. No assurance can be given
that the Company will continue to be in compliance with the Unions or
successfully negotiate extensions to the Company's agreements with such
Unions. In the event problems or conflicts with the Unions arise or there is
a loss of skilled steel and operating engineers, this would have a
detrimental effect on the Company's operations.
The Company's success as a general contractor, in part, will be
dependent upon its ability to hire workers and comply with union contracts
and agreements and its ability to oversee and retain qualified subcontractors
to perform certain work. Although the Company believes that it will be able
to attract subcontractors to bid on projects it bids as general contractor,
there can be no assurances. 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
subcontract fails to perform as required. Also there may be unanticipated
difficulties in hiring and overseeing subcontractors that the Company is
currently not aware of.
Competition
All aspects of the Company's business is and will continue to be
highly competitive. The Company is one of many subcontractors which erect
and furnish steel for projects, many of whom have substantially greater sales
and financial resources than that of the Company. When contractors seek
construction contracts, they request bids of several subcontractors as to the
different requirements of the project. These subcontractors compete
primarily as to price, name recognition and prior performance.
As a general contractor, the Company will be competing with many
larger, established and more experienced contractors, who have name
recognition and relationshipsnd agencies as well as private companies which
request bids on the projects the Company intends bidding on. The Company is
a general contractor which specializes, but not exclusively, in bridge and
roadway repair and replacement as well as the furnishment and erection of
steel structures for buildings. the Company's competitors are numerous and
many have substantially greater marketing, financial, bonding and human
resources.
Government Regulation
The Company must comply with the Occupational Safety and Health
Administration ("OSHA"), a federal agency which regulates and enforces the
safety rules and standards for the construction industry. In addition, the
Company must also comply with a wide range of other state and local rules and
regulations applicable to its business, including regulations covering labor
relations, safety standards, affirmative action and the protection of the
environment including requirements in connection with water discharge, air
emissions and hazardous and toxic substance discharge. Continued compliance
with OSHA and the broad federal, state and local regulatory network is
essential and costly and the failure to comply with such regulations, or
amendments to current laws or regulations imposing more stringent
requirements may have an adverse effect on the Company's operations. The
Company believes that it is in substantial compliance with all applicable
laws and regulations.
Employees
As of June 30, 1996, the Company had three executive officers, two
administrative assistants, one comptroller, and two employees in the
accounting department. The Company employs such number of union employees,
depending on the number and size of projects engaged in, ranging from 25-100
employees on a full-time and part-time basis. These union employees are
represented by the International Union of Structural Ironworkers, locals 40,
Operating Engineers locals 14, 14B, 15 15A, 15C and 15D. The Company's
contracts with these Unions, which agreements regulate all employment issues
between the Company and the union employees including pay, overtime, working
conditions, vacations, benefits, etc., which agreements expire on June 30,
1999. The Company considers relations with the unions and their employees to
be good.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's offices are located at 53-09 97th Place, Corona, New
York 11368 where it leases approximately 25,000 square of executive office
space and utilizes approximately 24,000 square feet of storage space. The
lease is with an affiliate company, R.S.J.J. Realty Corp., which is owned by
the Company's president, Joseph Polito, pursuant to a lease agreement
expiring in March 1998. The Company pays rent of $20,000 per month. The
Company also leases a yard for storage material pursuant to an oral agreement
which requires monthly payments of $3,500. The Company believes that the
terms of this lease are comparable and competitive with that which would have
been negotiated with an unaffiliated landlord.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to legal proceedings in the ordinary course
of its business. The Company and its subsidiaries believe that the nature
and number of these proceedings are typical for a construction firm of its
size and scope and that none of these proceedings is material to its
financial condition. The Company, in March, 1995 was served with a summons
and complaint with respect to the commencement of an action in the Supreme
Court of the State of New York, pursuant to the personal injury of a worker
at a construction site. The worker was not an employee of the Company, but
was employed by another subcontractor at the job site. The Company, through
its insurance company is defending the action, and has served an answer to
the complaint. The amount demanded is below the Company's insurance policy
maximum, and the Company believes that its insurance coverage will completely
cover any awards or settlement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of its security
holders during its fiscal year ended June 30, 1996.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock and Warrants are currently quoted on the
Nasdaq National Stock Market. The following table sets forth representative
high and low closing bid quotes as reported by a market maker, during the
period from August 9, 1995 through October , 1996. Bid quotations reflect
prices between dealers, do not include resale mark-ups, mark-downs or other
fees or commissions, and does not necessarily represent actual transactions.
<TABLE>
Common Stock Warrants
Calendar Period Low High Low High
<S> <C> <C> <C> <C>
08/09/95 - 09/30/95 6 7/8 9 3/8 2 7/8 4
10/01/95 - 12/31/95 7 1/4 10 3/8 3 1/2 5 7/8
01/01/96 - 03/31/96 9 3/4 10 1/2 5 1/4 6 1/2
04/01/96 - 06/30/96 9 1/2 10 7/8 5 1/4 6 5/8
07/01/96 - 09/30/96 1 10 3/4 3/16 6
10/01/96 - 10/18/96 1 1/2 2 3/16 9/32
</TABLE>
Each Warrant entitles the holders thereof to purchase one share of
the Company's Common Stock at an exercise price of $6.00 per share,
respectively, until August 8, 2000. The Warrants and the underlying shares
of Common Stock are in registered form, pursuant to the terms of a Warrant
agreement between the Company and North American Transfer Co., as warrant
agent, so that the holders of the Warrants will receive upon their exercise
and payment therefor, unrestricted shares of Common Stock.
As of October 18, 1996, there were approximately 30 holders of record
of the Company's Common Stock, although the Company believes that there are
approximately 1,200 additional beneficial owners of shares of Common Stock
held in street name. As of October 18, 1996, the number of shares of Common
Stock outstanding of the Company was 1,907,515.
The Company has paid no dividends and has no present plan to pay
dividends. Payment of future dividends will be determined from time to time
by its board of directors, based upon its future earnings (if any), financial
condition, capital requirements and other factors. The Company is not
presently subject to any contractual or similar restriction on its present or
future ability to pay such dividends.
ITEM 6. 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
June 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 June 30, 1996.
Year ended June 30, 1996 as compared to the year ended June 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, municipal
and or government clients.
The Company's operations are substantially controlled by Mr. Polito
since he owns approximately 69.5% of the outstanding shares of U.S. Bridge
Corp., and the Parent Company who owns 50.1% of the common stock of U.S.
Bridge of N.Y., Inc. ("Bridge Corp.") and may be considered the beneficial
owner of the Company. Mr. Polito is also a 100% shareholder of R.S.J.J.
Realty Corp. ("RSJJ"). R.S.J.J. leases the administrative office space to the
Company at a cost of $20,000 per month pursuant to a signed lease agreement
expiring on March 31, 1998. Further, the Company leases a yard for storage
material from a non-related party pursuant to an oral agreement which
requires monthly payments of $3,500. 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. Lastly, the Company purchases from U.S. Bridge of
Maryland, Inc., a wholly own subsidiary of Bridge Corp., certain materials
and labor to perform steel erection service. For the years ended June 30,
1996 and 1995 purchases by the Company from U.S. Bridge of Maryland, Inc.
amounted to $622,050 and $271,495, respectively
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 because of 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.
In order to obtain bonding, in addition to credit checks and other
due diligence disclosure requirements bonding companies require the Company
receiving bonding to have certain amounts of capital and liquid assets, which
will base the amount of bonding it will issue based on a formula, devised by
each individual bonding Company, which primarily takes into account the
Company's capital and liquid assets. 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.
The Company anticipates paying a fee to bonding companies of between 1 1/4%
to 3 1/2% of the amount of the contracts to be performed. Since these fees
are generally payable at the beginning of a project, the Company must
maintain sufficient working capital to satisfy the fee prior to receiving
from the project. Thech is not licensed in the State of New York, on an
individual project basis, however, bonding received from this Company has
been rejected by the New York City Department of Transportation for the
public sector jobs which the Company had bid on.
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 bonds for its projects, but there can be no
assurance that it will be able to continue to do so. 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.
Contract revenues for the years ended June 30, 1996 and 1995 amounted
to $7,091,396 and $6,579,991, respectively. This net increase amounting to
$511,405 or approximately 8% is a direct result of the Company obtaining
additional contracts during the year. During the year ended June 30, 1996
the Company has obtained new contracts and additional change orders to
previous contract amounting to approximately $22,500,000. Included in
contract revenues are revenues from joint venture profit sharing agreements
on certain projects. Joint ventures revenues for the year ended June 30,
1996 amounted to approximately $200,000 as compared to the year ended June
30, 1995 which amounted to $680,000. Accordingly, revenues for the year
ended June 30, 1996 from the Company's core business, construction contract,
increased by approximately $991,000 as compared to the year ended June 30,
1995.
The Company's gross profit for the year ended June 30, 1996 is 27%
as compared to June 30, 1995 which was 42%. This decrease in gross profit is
partially due to the Company's revising its contract cost estimates for jobs
coming to an end in the current period, pursuant to the percentage of
completion method. As discussed previously, the Company revenue from profit
sharing agreements on certain projects during the year ended June 30, 1996
decreased by approximately $470,000, which reduced the gross profit by an
equal amount.
As of June 30, 1996, the Company has a backlog of approximately
$17,943,400. 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.
General and administrative expenses have increased by $61,016 or 3%
to $2,163,160 for the year ended June 30, 1996 from $2,102,144 for the year
ended June 30, 1995. The increase in general administration costs is mainly
attributable to an overall increase of the Company's overhead resulting from
the following items. During the year ended June 30, 1996 as compared to the
year ended June 30, 1995, office salaries decreased by $83,340, principally
through the reduction of underutilized personnel. Further, the Company
incurred an additional consulting fee approximating $100,000, for the year
ended June 30, 1996, resulting from the hiring of outside consultants to
market the Company's services.
During the year ended June 30, 1996, the Company has provided an
allowance for doubtful accounts amounting to $1,000,000 against the contract
receivable. The majority of the allowance has been provided for one
unrelated party who is experiencing a cash flow problem. Management is
currently negotiating with this customer and has not commenced legal action
as of September 27, 1996. In managements opinion, the allowance for doubtful
accounts at June 30, 1996, will be sufficient a settlement with this
customer.
Liquidity and Capital Resources
At June 30, 1996, the Company's working capital amounted to
$4,671,526. The working capital increase is principally attributable to the
Company successfully completing its initial public offering on August 14,
1995, which resulted in the company receiving net proceeds of $3,119,043. As
of June 30, 1996, the Company's net contract receivable amounted to
$3,440,391, of which approximately $575,000 or 17% has been collected through
September 27, 1996.
Net cash used for operating activities amounted to $2,123,323 for the
year ended June 30, 1996. The major components of such use of cash was
directly attributed to the Company's loss amounting to $824,373, and
increases in accounts receivable and costs and estimated earnings in excess
of billing on uncompleted contracts of $2,146,440. For the year ended June
30, 1995, the net cash used for operating activities amounted to $998,313
principally attributable to increases in account receivable and costs and
estimated earnings in excess of billings on uncompleted contracts. In the
past two years the Company's business has shifted towards the municipal and
government markets. Municipal contract generally require the contractor to
accumulate more costs before they can requisition the municipality for
payment. Accordingly, costs and estimated earnings in excess of billing's on
uncompleted contracts have increased principally for this reason.
Contract receivables for the year ended June 30, 1996 as compared to
the year ended June 30, 1995 has increased by $1,520,000 before recording an
allowance for uncollectibles. The increase is principally attributable to
one customer who has been experiencing a cash flow problem. As of June 30,
1996 the Company has provided an allowance of $1,000,000 which management
believes will be sufficient to absorb any future loss.
With regards to financing activities, the Company provided $2,242,702
of cash for the year ended June 30, 1996. Such cash was provided primarily
by $3,119,043 from the Company's initial public offering and repayment of
notes payable amounting to $972,000. 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 requires 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 June 30, 1996 the Company has not made all the required monthly
payments and has not paid timely all current payroll taxes.
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 totaled
$903,820.
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%.
For the year ended June 30, 1996, the Company has sustained losses
in excess of prior financial statement earnings. Accordingly, the Company
has eliminated its income tax liability amounting to $855,954 as of June 30,
1996 as a result of the current years loss.
ITEM 7. FINANCIAL STATEMENTS
See attached Financial Statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Officers and Directors.
The names, ages and positions of the Company's executive officers and
directors are as follows:
<PAGE>
<TABLE>
<S> <C> <C>
Name Age Position with the Company
Joseph M. Polito 62 President and Director
Ronald J. Polito 37 Secretary and Director
Steven J. Polito 34 Treasurer and Director
Philip Neilson 70 Director
Marvin Weinstein 65 Director
</TABLE>
All directors hold office until the next annual meeting of
stockholders or until their successors are elected and qualify. Vacancies on
the Board of Directors may be filled by the remaining directors. Officers
are elected annually by, and serve at the discretion of the Board of
Directors. There are no family relationships between or among any officers
or directors of the Corporation, except that Joseph Polito is the father of
both Steven and Ronald Polito.
Joseph M. Polito has been the president and a director of the Company
since its inception in 1990 and prior to April 1994 was the sole shareholder
of the Company. Mr. Polito has been the president and director of Bridge
from April 1994 to present. Prior to the April 1994, Bridge was a shell
company with no operations named Cofis International Corp., which was formed
in September 1988 as Colonial Capital Corp. Mr. Polito oversees the running
of all of the Company's operations. From December 1990 to present, Mr.
Polito has been the president and 100% shareholder of Gem Steel Erectors,
Inc., a non-operating entity. Neither Atlas nor Gem Steel have transacted
any business or other operations since ceasing operations and neither company
has any present intention to resume operations. From 1983 to present, Mr.
Polito has been the President and 100% shareholder of R.S.J.J. Realty Corp.,
a company which owns and leases real property. From 1986 to present, Mr.
Polito has been the president and 100% shareholder of Atlas Gem Leasing,
Inc., a company which leases generators and other construction equipment.
From 1988 to present, Mr. Polito has been a 50% shareholder of Crown Crane,
Ltd., a company which leases cranes for construction projects. Mr. Polito is
currently Chairman of the Steel Institute of New York, Co-Chairman of the
International Union of Structural Ironworkers, locals 40, 361 and 417 union
fund and a current director and past president of Allied Metal Building, an
industry organization authorized to negotiate with the structural iron worker
local 40 and 361, operating engineers local 14 and local 15a and 15d, cement
masons local 780 as well as chairman of the negotiating committee solely for
the structural engineers. Mr. Polito is a member of the safety committee for
the City of New York, Building Trade Employers Association.
Ronald J. Polito has also been the secretary and a director of the
Company since its inception in 1990. Mr. Polito overseas the daily progress
on all projects in process and analysis of the final costs and profits of
jobs completed and the preparation and bidding on new projects. From its
inception in 1990 until March 1995, Mr. Polito was also the treasurer of the
Company. Mr. Polito has been the secretary, treasurer and a director of
Bridge from April, 1994 to present. From 1985 until the present, Mr. Polito
has been the secretary of Gem Steel Erectors, Inc. From December 1990 to
present, Mr. Polito has been the secretary of both One Carnegie and Waldorf.
From 1983 to present Mr. Polito has been the secretary of R.S.J.J. Realty
Corp. Mr. Polito received a Bachelor of Science Degree in Civil Engineering
from Brooklyn Polytechnical Institute in 1981.
Steven J. Polito was elected treasurer of the Company in March 1995.
He had previously been a Project Manager and has been a director of the
Company since its inception in 1990. Mr. Polito has been a director of
Bridge since April 1994. Mr. Polito oversees the daily operations for
projects in process and projects completed, including; purchasing and leasing
of materials and machinery and the distribution of labor. From 1988 until
April 1994, Mr. Polito worked as a Project Manager of Atlas Gem Erectors
Company, Inc., a company which furnished and erected steel structures.
Steven J. Polito is the son of Joseph M. Polito. From 1988 surer of Gem
Steel Erectors, Inc. From 1988 to present, Mr. Polito has been the treasurer
of One Carnegie, Waldorf and R.S.J.J. Realty Corp.
Philip Neilson was elected director of the Company in June 1995. Mr.
Neilson has been the President and a principal shareholder of Adler & Neilson
Co., Inc., a company which is a fabricator of steel, from 1951 to present.
The Company does not purchase any steel from Adler & Neilson Co., Inc.
Marvin Weinstein was elected director of the Company in June 1995.
Mr. Weinstein has been the President and sole shareholder of M. Weinstein
Associates from 1988 to present, which company provides consulting services
to the company's in the steel industry. The Company has not engaged M.
Weinstein Associates to provide any consulting services to the Company.
Significant Employees
John G. Bauer, has been the chief administrative officer (a non-
executive position) of the Company since February 1995. From March 1992 to
February 1995, Mr. Bauer was the President of Dynamic Construction
Consulting, Inc., a company which provided construction management services.
From July 1988 to March 1992, Mr. Bauer was a Vice President of Tishman
Construction Corp. of N.Y., a construction company.
Michael Panayi, has been a structural engineer for the Company since
the commencement of operations in June 1993. Prior to his employment with the
Company, Mr. Panayi was a structural engineer for Atlas from 1987.
The directors of the Company are elected annually by the shareholders
and the officers are appointed annually by the Board of Directors. Vacancies
on the Board of Directors may be filled by the remaining directors. Each
director and officer will hold office until the next annual meeting of
shareholders, or until his successor is elected and qualified. On June 16,
1995, the board of directors formed an audit committee, which committee will
be comprised of two outside directors and one inside director. The two
outside directors are Philip Neilson and Marvin Weinstein, with the inside
director being Ronald Polito. The audit committee will review the Company's
audited financial statements and any potential conflicts of interest between
any of the Company's officers, directors, employees, affiliates or
associates. In addition to the audit committee reviewing and resolving any
conflicts of interest, the officers and directors of the Company have a
fiduciary obligation to deal fairly and in good faith with the Company.
As permitted under New York Corporation Law, the Company's
certificate of incorporation eliminates the personal liability of the
directors to the Company or any of its shareholders for damages for breaches
of their fiduciary duty as directors. As a result of the inclusion of such
provision, stockholders may be unable to recover damages against directors
for actions taken by them which constitute negligence or gross negligence or
that are in violation of their fiduciary duties. The inclusion of this
provision in the Company's Certificate of Incorporation may reduce the
likelihood of derivative litigation against directors and other types of
shareholder litigation.
ITEM 11. EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation
awarded to, earned by, the Corporation's Executive Officers, during the years
ended June 30, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
<S> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f)
Name and Principal Other Annual Options/
Position Year (1) Salary($) Bonus($) Compensation SARS
Joseph Polito 1996 $300,000 - $111,911(2) -
President and Director 1995 378,000 - 68,200 (2) -
1994 300,000 - 13,800 (2) -
Ronald Polito 1996 $125,000 - $15,144 (3) -
Secretary and Director 1995 121,000 - 21,200 (3) -
1994 109,600 - 17,451 (3) -
Steven Polito 1996 $94,000 - $ 8,275 (4) -
Treasurer and Director 1995 91,575 - 9,900 (4) -
1994 19,980 - - -
</TABLE>
(1) The Company did not engage in any operations prior to June, 1993 and,
therefore, did not compensate any of its executive officers prior to
such time.
(2) Includes (i) the payment of premiums on a life insurance policy of
$54,362, $46,000 and $5,119 (ii) the payment of travel expenses of
$50,000, $22,200 and $23,139 for the years ended June 30, 1996, 1995
and 1994, respectively and the payment of an automobile lease of
$7,549 for the year ended June 30, 1996. See " - Employment
Agreements."
(3) Includes (i) payments on the lease of an automobile of $5,416, $8,000
and $8,574, (ii) the payment of premiums on a term life insurance
policy of $4,684, $5,800 and $8,877 and (iii) a travel allowance of
$2,971, $7,400 and $0, for the years ended June 30, 1996, 1995 and
1994, respectively.
(4) Includes payment on a lease automobile of $5,304 & $6,700 and a
travel allowance of $2,971 & $3,200 for the years ended June 30, 1996
and 1995.
Stock Options
The following table sets forth certain information concerning the
grant of stock options made during the year ended June 30, 1996 under the
Corporation's 1994 Senior Management Incentive Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
# of Securities % of Total Exercise or Expiration Date
underlying Options/SAR's Base Price ($/sh)
Options/SAR's Granted to
Granted Employees in
Fiscal Year
Joseph M. Polito 25,000 100% $5.50 04/04/99
</TABLE>
(1) Represents incentive stock options granted under the Corporation's
1994 Senior Management Incentive Plan (the "Management Plan").
Options granted under this Management Plan are intended to qualify
as incentive stock options under the Internal Revenue Code of 1986,
as amended. Under the terms of the Management Plan, options may be
granted to officers, key employees, directors and consultants of the
Corporation for a maximum term of 10 years. Options granted to
directors, who are not officers or employees, or to consultants, do
not qualify as incentive stock options. The option price per share
may not be less than the fair market value of the Corporation's
shares on the date the option is granted. However, options granted
to persons owning more than 10% of the Corporation's Common Stock may
not have a term in excess of five years and may not have an option
price of less than 110% of the fair market value per share of the
Corporation's shares on the date the option is granted.
The following table contains information with respect to employees
of the Corporation concerning options held as of June 30, 1996.
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Name Shares Acquired Value Realized Number of Value of
on Exercise (#) Unexercised Unexercised In
Options/SAR's The-Money
FY-End (#) Options/SAR's
Exercisable/ FY-End (#)
Unexercisable Exercisable/
Unexercisable
Joseph M. Polito 0 0 7,500/17,500 0/0
</TABLE>
(1) Based upon the average bid and asked prices for such Common Stock on
October 18, 1996 ($1.875), as reported by a market maker. Since the
Options are exercisable at $5.50, there is no value to such options
as of such date.
Employment Agreement
Joseph Polito entered into an employment agreement with the Company
dated April 4, 1995, whereby Mr. Polito shall devote 80% of his business time
to the affairs of the Company. The agreement is for a term of approximately
three years expiring June 30, 1998. Pursuant to the terms of the agreement
Mr. Polito is to receive an annual salary of $300,000 per annum until June
30, 1996 with 10% yearly escalations, subject to adjustment by the Board of
Directors. Mr. Polito is also to receive a yearly non-accountable expense
allowance of $50,000. Mr. Polito received stock options under the Company's
1994 Senior Management Incentive Plan to purchase 25,000 share at $5.00 per
share, vesting at the rate of 7,500 in each of April, 1996 and 1997 and
10,000 in April, 1998. Mr. Polito also has the right to receive a yearly
bonus equal to five percent (5%) of the first $1,000,000, upon reaching
$1,000,000 and five percent (5%) of the next $500,000, upon reaching
$1,500,000 and five percent (5%) after $1,500,000, of all the pre-tax profits
of the Company. The Company shall pay to Mr. Polito a monthly draw of
$10,000 against the bonus. Pursuant to the agreement the Company shall pay
the premiums on a $3,500,000 life insurance policy for the benefit of
individuals as directed by Mr. Polito, with an estimated yearly premium of
$80,000. The agreement restricts Mr. Polito from competing with the Company
for a period of one year after the termination of his employment. The
agreement provides for severance compensation to be paid to Mr. Polito if his
employment with the Company is terminated or there is a decrease in
responsibilities or duties following a change in control of the Company. The
severance compensation shall be made in one payment equal to three times the
aggregate annual compensation paid to the Employee during the preceding
calendar year.
Steven and Ronald Polito receive annual salary compensations of
$94,000 and $125,000, respectively, from the Company, which compensation
levels commenced in March 1995 and April 1994, respectively. Both
individuals also receive a car allowance equal to the monthly lease payments
on their automobiles and the payment of premiums on life insurance policies
of which they choose their beneficiaries. Neither individual has entered
into an employment agreement with the Company.
1994 Senior Management Incentive Plan
In December, 1994, the board of directors adopted the 1994 Senior
Management Incentive Plan (the "Management Plan"), which was adopted by
shareholder consent. The Management Plan provides for the issuance of up to
150,000 shares of the Company's Common Stock in connection with the issuance
of stock options and other stock purchase rights to executive officers and
other key employees.
The adoption of the Management Plan was prompted by its desire to
provide the Board with sufficient flexibility regarding the forms of
incentive compensation which the Company will have at its disposal in
rewarding executive officers, key employees and consultants who render
significant services to the Company. The Board of Directors intends to offer
key personnel equity ownership in the Company through the grant of
stocknagement Plan to enable the Company to attract and retain qualified
personnel without unnecessarily depleting the Company's cash reserves. The
Management Plan is designed to augment the Company's existing compensation
programs and is intended to enable the Company to offer executives, key
employees and consultants a personal interest in the Company's growth and
success through awards of either shares of Common Stock or rights to acquire
shares of Common Stock.
The Management Plan is intended to attract and retain key executive
management personnel whose performance is expected to have a substantial
impact on the Company's long-term profit and growth potential by encouraging
and assisting those persons to acquire equity in the Company. It is
contemplated that only those executive management employees (generally the
Chairman of the Board, Vice-Chairman, Chief Executive Officer, Chief
Operating Officer, President, and Vice-Presidents of the Company) who perform
services of special importance to the Company will be additional management
employees and has not engaged in any solicitations or negotiations with
respect to the hiring of any management employees. As of the date of this
Prospectus, the Company's officers and directors are Joseph Polito, Ronald
Polito, Steven Polito and Phillip Neilson, though the Plan also includes
Messrs. Bauer and Panayi. A total of 150,000 shares of Common Stock will be
reserved for issuance under the Management Plan. It is anticipated that
awards made under the Management Plan will be subject to three-year vesting
periods, although the vesting periods are subject to the discretion of the
Administrator. See "Management - Officers and Directors."
Unless otherwise indicated, the Management Plan is to be administered
by the board of Directors or a committee of the Board, if one is appointed
for this purpose (the Board or such committee, as the case may be, shall be
referred to in the following description as the "Administrator"). Subject to
the specific provisions of the Management Plan, the Administrator will have
the discretion to determine the recipients of the awards, the nature of the
awards to be granted, the dates such awards will be granted, the terms and
conditions of awards and the interpretation of the Management Plan, except
that any award granted to any employee of the Company who is also a director
of the Company shall also be subject, in the event the persons serving as
members of the Administrator of such plan at the time such award is proposed
to be granted do not satisfy the requirements regarding the participation of
"disinterested persons" set forth in Rule 16b-3 ("Rule 16b-3") promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
to the approval of an auxiliary committee consisting of not less than two
individuals who are considered "disinterested persons" as defined under Rule
16b-3. As of the date hereof, the Company has not yet determined who will
serve on such auxiliary committee, if one is required. The Management Plan
generally provides that, unless the Administrator determines otherwise, each
option or right granted under a plan shall become exercisable in full upon
certain "change of control" events as described in the Management Plan, or
subject to any right or option granted under the Management Plan (through
merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
otherwise), the Administrator will make appropriate adjustments to such plans
and the classes, number of shares and price per share of stock subject to
outstanding rights or options. Generally, the Management Plan may be amended
by action of the Board of Directors, except that any amendment which would
increase the total number of shares subject to such plan, extend the duration
of such plan, materially increase the benefits accruing to participants under
such plan, or would change the category of persons who can be eligible for
awards under such plan must be approved by affirmative vote of a majority of
stockholders entitled to vote. The Management Plan permits awards to be made
thereunder until November, 2004.
Directors who are not otherwise employed by the Company will not be
eligible for participation in the Management Plan. The Management Plan
provides for four types of awards: stocks options, incentive stock rights,
stock appreciation rights (including limited stock appreciation rights) and
restricted stock purchase agreements, as described below.
Stock Options. Options granted under the Management Plan may be
either incentive stock options ("ISOs") or options which do not qualify as
ISOs ("non-ISOs"). ISOs may be granted at an option price of not less than
100% of the fair market value of the Common Stock on the date of grant,
except that an ISO granted to any person who owns capital stock representing
more than 10% of the total combined voting power of all classes of Common
Stock of the Company ("10% stockholder") must be granted at an exercise price
of at least 110% for the fair market value of the Common Stock on the date of
the grant. The exercise price of the non-ISOs may not be less than 85% of
the fair market value of the Common Stock on the date of grant. Unless the
Administrator determines otherwise, no ISO or non-ISO may be exercisable
earlier than one year from he date of grant. ISOs may not be granted to
persons who are not employees of the Company. ISOs granted to persons other
than 10% stockholders may be exercisable for a period of up to ten years form
the date of grant; ISOs granted to 10% stockholders may be exercisable for a
period of up to five years from he dated of grant. No individual may be
granted ISOs that become exercisable in any calendar year for Common Stock
having a fair market value at the time of grant in excess of $100,00. Non-
ISOs may be exercisable for a period of up to 13 years from the date of
grant. In connection with the Company's entering into an employment
agreement with its president, Mr. Polito was granted stock options to
purchase 25,000 shares of Common Stock. See "Management - Employment
Agreement."
Payment for shares of Common Stock purchases pursuant to exercise of
stock options shall be paid in full in (i) cash, by certified check or, at
the discretion of the Administrator, (ii) by shares of Common Stock having a
fair market value equal to the total exercise price or (iii) by a combination
of (i) and (ii) above. The provision that permits the payment to exercise
the option by the payment of shares is called "pyramiding". In general,
pyramiding enables a holder to start with as little as one share of common
stock and, by using the shares of common stock acquired in successive,
simultaneous exercises of the option, to exercise the entire option,
regardless of the number of shares covered thereby, with no additional cash
or investment other than the original share of common stock used to exercise
the option.
Upon termination of employment or consulting services, an optionee
will be entitled to exercise the vested portion of an option for a period of
up to three months after the date of termination, except that if the reason
for termination was a discharge for cause, the option shall expire
immediately, and if the reason for termination was for death or permanent
disability of the optionee, the vested portion of the option shall remain
exercisable for a period of twelve months thereafter.
Incentive Stock Rights. Incentive stock rights consist of incentive
stock units equivalent to one share of Common Stock in consideration for
services performed for the Company. Each incentive stock unit shall entitle
the holder thereof to receive, without payment of cash or property to the
Company, one share of Common Stock in consideration for services performed
for the Company or any subsidiary by the employee, subject to the lapse of
the incentive periods, whereby the Company shall issue such number of shares
upon the completion of each specified period. If the employment or
consulting services of the holder with the Company terminate prior to the
units awarded, the rights shall thereupon be null and void, except that if
termination is caused by death or permanent disability, the holder or his/her
heirs, as the case may be, shall be entitled to receive a pro rata portion of
the shares represented by the units, based upon that portion of the incentive
period which shall have elapsed prior to the death or disability.
Stock Appreciation Rights (SARs). SARs may be granted to recipients
of options under the management Plan. SARs may be granted simultaneously
with, or subsequent to , the grant of a related option and may be exercised
to the extent that the related option is exercisable, except that no general
SAR (as hereinafter defined) may be exercised within a period of six months
of the date of grant of such SAR and no SAR granted with respect to an ISO
may be exercised unless the fair market value of the Common Stock on the date
of exercise exceed the exercise price of the ISO. A holder may be granted
general SARs ("granted SARs") or limited SARs ("limited SARs"), or both.
General SARs permit the holder thereof to receive an amount (in cash, shares
of Common Stock or a combination of both) equal to the number of SARs
exercised multiplied by the excess of the fair market value of the Common
Stock on the exercise date over the exercise price of the related option.
Limited SARs are similar to general SARs, except that, unless the
Administrator determines otherwise, they amy be exercised only during a
prescribed period following the occurrence of one or more of the following
"Change of Control" transaction: (i) the approval of the Board of Directors
of consolidation or merger in which the Company is not the surviving
corporation, the sale of all of substantially all the assets of the Company,
or the liquidation or dissolution of the Company; (ii) the commencement of a
tender or exchange offer for the Company's Common Stock (or securities
convertible into Common Stock) without the prior consent of the Board; (iii)
the nership by any person or other entity (other than the Company or any
employee benefit plan sponsored by the Company) of securities of the Company
representing 25% or more of the voting power of the Company's outstanding
securities; or (iv) if during any period of two years or less, individuals
who at the beginning of such period constitute the entire Board cease to
constitute a majority of the Board, unless the election, or the nomination
for election, of each new director is approved by at least a majority of the
directors then still in office. The exercise of any portion of either the
related option or the tandem SARs will cause a corresponding reduction in the
number of shares remaining subject to the option or the tandem SARs, thus
maintaining a balance between outstanding options and SARs.
Restricted Stock Purchase Agreements. Restricted stock purchase
agreements provide for the sale by the Company of shares of Common Stock at
prices to be determined by the Board, which shares shall be subject to
restrictions on disposition for a stated period during which the purchaser
must continue employment with the Company in order to retain the shares.
Payment must be made in cash. If termination of employment occurs for any
reason within six months after the date of purchase, or for any reason other
than death or by retirement with the consent of the Company of the Company
after the six-month period but prior to the time that the restrictions on
disposition lapse, the Company shall have the option to reacquire the shares
at the original purchase price.
Restricted shares awarded under the Management Plan will be subject
to a period of time designated by the Administrator (the "restricted period")
during which the recipient must continue to render services to the Company
before the restricted shares will become vested. The Administrator may also
impose other restrictions, terms and conditions that must be fulfilled before
the restricted shares may vest.
Upon the grant of restricted shares, stock certificates registered
in the name of the recipient will be issued and such shares will constitute
issued and outstanding shares of Common Stock for all corporate purposes.
The holder will have the right to vote the restricted shares and to receive
all regular cash dividends (and such other distributions as the Administrator
may designate), if any, which are paid or distributed on the restricted
shares, and generally to exercise all other rights as a holder of Common
Stock, except that, until the end of the restricted period; (i) the holder
will not be entitled to take possession of the stock certificates
representing the restricted shares and (ii) the holder will not be entitled
to sell, transfer or otherwise dispose of the restricted shares. A breach of
any restrictions, terms or conditions established by the Administrator with
respect to any restricted shares will cause a forfeiture of such restricted
shares.
Upon expiration of the applicable restriction period and the
satisfaction of any other applicable conditions, all or part of the
restricted shares and any dividends or other distributions not distributed to
the holder (the "retained distributions") thereon will become vested. Any
restricted shares and any retained distributions thereon which do not so vest
will be forfeited to the Company. If prior to the expiration of the
restricted period a holder is terminated without cause or because of a total
disability (in each case as defined in the Management Plan), or dies, then,
unless otherwise determined by the Administrator at the time of the grant,
the restricted period applicable to each award of restricted shares will
thereupon be deemed to have expired. Unless the Administrator determines
otherwise, if a holder's employment terminates prior to the expiration of the
applicable restricted period for any reason other than as set forth above,
all restricted shares and any retained distributions thereon will be
forfeited.
Accelerating of the vesting of the restricted shares shall occur,
under the provisions of the Management Plan, on the first day following the
occurrence of any of the following: (a) the approval by the stockholders of
the Company of an "Approved Transaction"; (b) a "Control Purchase"; or (c) a
"Board Change."
An "Approved Transaction" is defined as (A) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would be converted
into cash, securities or other property other than a merger of the Company in
which the holders of the Common Stock immediately prior to the merger have
the same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (C) the liquidation of
dissolution of the Company.
A "Control Purchase" is defined as circumstances in which any person
(as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), corporation or other entity (other than the Company or any employee
benefit plan sponsored by the Company) (A) shall purchase any Common Stock of
the Company (or securities convertible into the Company's Common Stock) for
cash, securities or any other consideration pursuant to at tender offer or
exchange offer, without the prior consent of the Board of Directors, or (B)
shall become the "beneficial owner" (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined voting power
of the then outstanding securities of the Company ordinarily (and apart from
rights accruing under special circumstances) having the right to vote in the
election of directors (calculated as provided in paragraph (d) of such Rule
13d-3 in the case of rights to acquire the Company's securities).
A "Board Change" is defined as circumstances in which, during any
period of two consecutive years or less, individuals who at the beginning of
such period constitute the entire Board shall Cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by the company's stockholders, of each new director was approved by
a vote of at least a majority of the directors then still in office.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information at June 30, 1996,
based upon information obtained by the persons named below, with respect to
the beneficial ownership of shares of Common Stock by (i) each person known
by the Company to be the owner of 5% or more of the outstanding shares of
Common Stock; (ii) by each officer and director; (iii) and by all officers
and directors as a group.
<PAGE>
<TABLE>
<S> <C> <C>
Percent of
Number of Common Stock
Name Shares Owned (1)
U.S. Bridge Corp.(2)(4) 955,665 50.1%
53-09 97th Place
Corona, New York 11368
Joseph Polito (2)(3)(4)(5) 963,165 50.3%
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Steven Polito (5) - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Ronald Polito (5) - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Philip Neilson - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Marvin Weinstein - -
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
All officers and directors
as a group (5 persons) (2)-(5) 963,165 50.3
</TABLE>
(1) Does not include the shares of Common Stock issuable upon conversion
of the shares Series B Preferred Stock.
(2) Mr. Polito 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. Does not include (i) 17,500 shares of
Common Stock issuable upon the exercise of options granted to Mr.
Polito, which have not vested or become exercisable (ii) the shares
issuable upon the exercise of the Special Warrant or (iii) the voting
rights included in the shares of Series A Preferred Stock issuable
upon the happening of certain events. Bridge has agreed to escrow its
shares of Common Stock to secure the payment of the dividend and in
the event the Series B Preferred Shares are put to the Company, the
redemption value of such shares. See "Management - Employment
Agreement," "Resumption of Securities - Series A Preferred Stock and
"-- Special Warrant."
(3) Includes 7,500 shares issuable upon the exercise of options which
have vested.
(4) Includes 5,665 shares of Common Stock issued on September 20, 1995
upon the exercise of the Special Warrant.
(5) Joseph Polito is the father of Steven and Ronald Polito.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 15, 1993, the Company executed an agreement to pay $400,000
in connection with the Company's purchase from Atlas Gem Erectors Co., Inc.
("Atlas") of six existing contracts to perform steel erection services, which
included the following projects; Stillwell Avenue, 39th Street Bridge
Rehabilitation, Honeywell Street Bridge, New England Throughway, Lemon Creek
and Kosciuszko Bridge projects. Atlas is wholly owned by Joseph Polito.
Upon the sale of the contracts to the Company and its completion of its final
project in September 1994, Atlas ceased operations. During June 1994, Atlas
agreed to capitalize such debt in exchange for 320,000 shares of Bridge's
common stock. As a result of such conversion, the Company's additional paid
in capital had been increased by $400,000. The shares received by Atlas were
issued to its sole shareholder, Joseph Polito, simultaneously with the
conversion.
Immediately prior to the acquisition of the Company by Bridge, the
Company completed a private placement offering of its Common Stock, whereby
the Company sold an aggregate of 148,200 shares (post stock split) of its
Common Stock. The Company received net proceeds of $502,594 after the
deduction of offering expenses of $47,406.
The Company leases its administrative office space and certain
storage space from R.S.J.J. Realty Corp., an affiliate owned by the Company's
majority stockholder, Joseph Polito, based on a signed lease agreement
expiring on March 31, 1998 with a rental payment of $20,000 per month. Mr.
Polito is the majority shareholder of the Company, he owns approximately
69.5% of the outstanding shares of the Company and therefore, may be deemed
to control the shares of the Company owned by Bridge which is 955,665 or
50.1% of the outstanding shares.
During the years ended June 30, 1996 and 1995 the Company purchased
from Waldorf approximately $180,333 and $478,000, respectively, of fabricated
steel. Such amounts paid to Waldorf represented approximately Company for
the years ended June 30, 1996 and 1995, respectively. For the years ended
June 1996 and 1995, the Company paid $802,383 and $271,495, respectively, to
US-MD for certain materials and labor necessary to perform steel erection
services. US-MD is a wholly owned subsidiary of U.S. Bridge Corp. At June 30,
1996 US-MD owed the Company $31,554 principally for advances in connection
with above services and said amount are non-interest bearing.
The terms of Joseph Polito's employment agreement are described in
the "Executive Compensation" section.
On September 1, 1995, in conjunction with the underwriter of the
Company's public offering exercising its over-allotment option to purchase
91,850 additional shares of the Company's common stock, the Company exercised
its Special Warrant and purchased 5,665 shares of the Company's Common Stock
at $2.50 per share.
On October 11, 1995, the Company paid One Carnegie $50,000 on
behalf of US-MD for fabrication services performed by US-MD. Such payment was
treated as an on account payment by the Company to US-MD. From July 1995 to
October 1995 the Company paid US-MD approximately $183,000 for the labor
associated with the fabrication of steel.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following financial statements of the Company are included as
Part II, Item 8:
<TABLE>
<S> <C>
Page
Independent Auditors Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statement of Stockholders' Equity F-4
Statements of cash flows F-5
Notes of financial statements F-6 - F-16
</TABLE>
(b) During the last quarter, the Company filed no reports on Form 8-K.
(c) The Exhibits not filed herewith have been previously filed with the
Securities & Exchange Commission and incorporated by reference
herein.
<TABLE>
<S> <C> <C>
1.1 - Form of Underwriting Agreement.
1.2 - Form of Selected Dealers Agreement.
3.1 - Certificate of Incorporation of the Company filed September 4, 1990.
3.2 - Certificate of Amendment to the Certificate of Incorporation of the Company filed
January 10, 1995.
3.3 - By-Laws of the Company.
3.3 - Specimen Common Stock Certificate.
4.1 - Specimen Redeemable Common Stock Warrant Certificate.
4.2 - Form of Underwriter's Warrant Agreement between the Company and the Underwriter.
4.3 - Form of Redeemable Common Stock Warrant Agreement between the Company and Continental
Stock Transfer & Trust Company.
4.4 - Form of Special Warrant.
4.5 - Form of Bridge Warrant.
4.6 - Bridge Note issued in January 1995.
4.7 - Form of Promissory Note sold in Private Placement in March 1995.
4.8 - Stock option and Agreement issued to Joseph Polito
5.0 - Opinion of Lampert & Lampert.
10.1 - Consulting Agreement
10.2 - Stock Purchase Agreement between Bridge and the Company.
10.3 - Employment Agreement of Joseph Polito
10.4 - Lease Agreement between the Company and R.S.J.J. Realty Corp.
10.5 - The Company Incentive Stock Option Plan
10.6 - Agreement between Iron Workers Local Union 40 and the Company.
10.7 - Agreement between Local Union 14, 14B, 15, 15A, 15C, 15D, International Union of
Operating Engineers, AFL-CIO and the Company.
10.8 - Agreement between Local 780 and the Company.
10.9 - Subcontractor agreement between the Company and McKay Enterprises, Inc., with
respect to the reconstruction of 4th Avenue Bridge.
10.10 - Subcontractor agreement between the Company and Perini Corporation, with respect to
the rehabilitation of Stillwell Avenue
Station on Coney Island.
10.11 - Subcontractor agreement between the Company and Perini Corporation, with respect to
the rehabilitation of 39th Street Bridge over L.I.R.R.
10.12 - Subcontractor agreement between the Company and KISKA Construction Corporation - USA,
with respect to the rehabilitation of Robert Mosses Causeway.
10.13 - Agreement between Atlas and the Company pursuant to the sale of
contracts.
10.14 - Promissory Note issued to First Bank of the Americas.
10.15 - Subcontractor agreement between the Company and McKay Enterprises, Inc., with respect
to the rehabilitation of the Kosciuszko Bridge.
10.16 - Form of Lock-up Agreement.
10.17 - Agreement to capitalize the $400,000 debt into 320,000 shares of U.S. Bridge Corp.
24.1 - Consent of Scarano & Lipton, P.C.
</TABLE>
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 9th day of October 21, 1996.
U.S. BRIDGE OF N.Y., INC.
By: \s\ Joseph M. Polito
Joseph M. Polito, President
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
\s\ Joseph M. Polito President and Director 10\21\96
Joseph M. Polito (Principal Executive Date
Officer)
\s\ Ronald J. Polito Secretary and Director 10\21\96
Ronald J. Polito Date
\s\ Steven J. Polito Treasurer, Chief Financial 10\21\96
Steven J. Polito Officer and Chief Accounting Date
Officer
\s\ Phillip Neilson Director 10\21\96
Phillip Neilson Date
\s\Marvin Weinstein Director 10\21\96
Marvin Weinstein Date
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
INDEX TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
<S> <C>
Page
Number
Independent auditors' report F-1
Balance sheet F-2
Statements of operations F-3
Statement of stockholders' equity F-4
Statements of cash flows F-5
Notes to financial statements F-6 - F-16
</TABLE>
F-0
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
U.S. Bridge of N.Y., Inc.
We have audited the accompanying balance sheet of U.S. Bridge of N.Y., Inc.
("the Company") as of June 30, 1996 and the related statements of operations,
stockholders' equity and cash flows for the years ended June 30, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of June 30, 1996, and the results of its operations and cash flows
for the years ended June 30, 1996 and 1995 in conformity with generally
accepted accounting principles.
Scarano & Lipton, P.C.
Mitchel Field, New York
September 27, 1996
F-1
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
BALANCE SHEET
JUNE 30, 1996
<S> <C>
ASSETS
Current assets:
Cash $223,789
Contracts and retainage receivable, net 3,440,391
Costs and estimated earnings in excess of billings
on uncompleted contracts 2,433,524
Due from related parties 106,620
Total current assets 6,204,324
Other assets 18,791
Total assets $6,223,115
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including cash overdraft
of $63,274 $824,867
Accrued expenses 285,396
Payroll taxes payable 288,713
Due to related parties 117,255
Billings in excess of costs and estimated earnings
on uncompleted contracts 16,567
Total current liabilities 1,532,798
Commitments and contingencies (Note 11) -
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
Additional paid in capital 4,086,551
Accumulated deficit 100,114
Total stockholders' equity 4,690,317
Total liabilities and stockholders' equity $6,223,115
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30,
<S> <C> <C>
1996 1995
Contract revenue $7,091,396 $6,579,991
Cost of contract revenue 5,155,062 3,780,169
Gross profit 1,936,334 2 2,799,822
Expenses:
General and administrative 2,163,160 2,102,144
Bad debt expense 1,019,127 -
Total expenses 3,182,287 2,102,144
(Loss) income from operations before other income
(expense) and (benefit) provision for income taxes (1,245,953) 697,678
Other income (expenses):
Interest expense (19,285) (94,239)
Unusual item (Note 9b) (441,863) (198,137)
Interest income 27,478 -
Total other income (expenses) (433,670) (292,376)
(Loss) income before (benefit) provision
for income taxes (1,679,623) 405,302
(Benefit) provision for income taxes (855,250) 265,632
Net (loss) income $(824,373) $139,670
(Loss) income per common equivalent share:
(Loss) income before (benefit) provision
for income taxes $(.93) $.37
(Benefit) provision for income taxes $(.47) $.24
Net (loss) income $(.46) $.13
Weighted average number of shares outstanding 1,807,354 1,110,000
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
STATEMENT OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
<S> <C> <C> <C> <C> <C>
Common
stock
Additional Accumulated Total
paid in Earnings Stockholders
Shares Amount capital (deficit) equity
Balances at July 1, 1994 950,000 $502,694 $400,000 $784,817 $1,687,511
Issuance of common stock in
connection with private placement
offering net of offering costs
of $261,534 160,000 160 568,306 - 568,466
Net income for the year ended
June 30, 1995 - - - 139,670 139,670
Balances at June 30, 1995 1,110,000 502,854 968,306 924,487 2,395,647
Issuance of common stock and
warrants from initial public
offering 791,850 792 4,007,908 - 4,008,700
Cost associated with initial
public offering - - (903,820) - (903,820)
Issuance of shares in connection
with exercise of special
warrants 5,665 6 14,157 - 14,163
Net loss for the year
ended June 30, 1996 - - - (824,373) (824,373)
Balances at June 30, 1996 1,907,515 $503,652 $4,086,551 $100,114 $4,690,317
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
<S> <C> <C>
1996 1995
Cash flows from operating activities:
Net (loss) income $(824,373) $139,670
Adjustments to reconcile net (loss) income to net
cash used for operating activities:
Amortization 441,863 298,137
Bad debt expense 1,019,127 -
Changes in assets and liabilities:
Contracts and retainage receivable (1,539,045) (550,188)
Costs and estimated earnings in excess of
billings on uncompleted contracts (607,395) (1,026,504)
Other assets, net (12,356) (73,518)
Accounts payable 381,199 (104,417)
Accrued expenses (220,934) (23,828)
Payroll taxes payable 77,274 83,236
Income taxes payable (855,250) 276,615
Billings in excess of costs and estimated
earnings on uncompleted contracts 16,567 (17,518)
Net cash used for operating activities (2,123,323) (998,315)
Cash flows from financing activities:
(Decrease) increase in deferred offering costs
in connection with initial public offering 103,554 (103,554)
Loans from related parties 11,889 105,366
Loans to related parties (19,784) -
Proceeds from notes payable - 1,133,851
Proceeds from initial public offering and
exercise of special warrants 3,119,043 -
Repayment of notes payable (972,000) (200,000)
Net cash provided by financing activities 2,242,702 935,663
Net increase (decrease) in cash 119,379 (62,650)
Cash, beginning 104,410 167,060
Cash, ending $223,789 $104,410
Supplemental disclosure of cash flow information:
Interest paid $11,342 $80,851
Taxes paid $704 $730
Issuance of common stock in connection with a private offering,
with an assigned value of $5 per share based on one hundred
percent (100%) of the initial public offering price of $5.00
per share less $1.00 per share purchase price $- $640,000
See accompanying notes to financial statements.
/TABLE
<PAGE>
NOTE 1 - ORGANIZATION
U.S. Bridge of N.Y., Inc. ("the Company") is a New York Corporation which
provides steel erection for building, roadway and bridge repair projects for
contractors who have been engaged by private and municipal/governmental
clients. Beginning in December 1994, the Company provides the same services
as a general contractor. 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. See Note 10a for
further information.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Contracts and retainage receivable
Contracts receivable include receivables which represent amounts billed but
uncollected on completed construction contracts and construction contracts in
progress.
The Company utilizes the allowance method of recognizing uncollectible
contracts receivable. The allowance method recognizes bad debt expense based
on a review of the individual accounts outstanding, and the Company's prior
history of uncollectible contracts receivable. As of June 30, 1996, an
allowance has been established for contracts receivable which are deemed
uncollectible.
b) Deferred offering costs
Deferred offering costs consisted of professional fees related to the initial
public offering ("IPO") of the Company. (See Note 10d). Deferred offering
costs have been charged to additional paid-in capital upon the completion of
the offering.
c) Income taxes
Effective July 1, 1992, the Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" which requires the use of the "liability method" of accounting
for income taxes. Accordingly, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax
bases of assets and liabilities, using enacted tax rates in effect for the
year in which the differences are expected to reverse. Current income taxes
are based on the respective periods taxable income for Federal, State and
City income tax reporting purposes.
d) (Loss) income per share
Net (loss) income per share for the year ended June 30, 1996 and 1995 is
based upon the weighted average number of common stock outstanding during the
respective periods. The 160,000 shares issued pursuant to the private
offering as described in Note 10c have been treated as outstanding for all
the respective periods reported in accordance with SAB#83 (Topic 4:D).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
e) Revenue recognition
The Company recognizes revenue and costs from fixed-price and modified-price
contracts for all current contracts 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. General and
administrative expenses are accounted for as period costs and are, therefore,
not included in the calculation of the estimates to complete construction
contracts in progress. Material project losses are provided for in their
entirety without reference to the percentage of completion. As contracts can
extend over one or more accounting periods, revision in costs and earnings
estimated during the course of the work are reflected during the accounting
period in which the facts become known.
The current asset, "costs and estimated earnings in excess of billings on
uncompleted contracts", represents costs and estimated earnings in excess of
amounts billed on respective uncompleted contracts at the end of each period.
The current liability, "billings in excess of costs and estimated earnings on
uncompleted contracts," represents billings which exceed costs and estimated
earnings on respective uncompleted contracts at the end of each period.
f) Contract acquisition costs
Contract acquisition costs consisted of costs related in acquiring existing
contracts from an affiliate (see Note 12a) and were amortized on a straight
line basis over the lives of the respective long term contracts which ranged
from one to three years.
g) Statements of cash flows
For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months
or less to be cash equivalents.
h) Deferred financing costs
Deferred financing costs consisted of shares issued to investors pursuant to
the Company's private offering memorandum and have been 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 the Company. (See Note
10(c)).
i) Use of estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
j) Fair value disclosure as of June 30, 1996
The carrying value of cash, contract and retainage receivable, accounts
payable and accrued expenses and payroll taxes payable are a reasonable
estimate of their fair value.
k) Reclassifications
Certain reclassifications have been made to the June 30, 1995 financial
statements in order to conform to the June 30, 1996 presentation.
NOTE 3 - CONTRACT AND RETAINAGE RECEIVABLE
At June 30, 1996, contract and retainage receivable consist of the following:
<TABLE>
<S> <C>
Contracts in progress $1,038,344
Completed contracts 2,718,681
Retainage 683,366
4,440,391
Less: allowance for doubtful accounts 1,000,000
$3,440,391
</TABLE>
NOTE 4 - CONTRACTS IN PROGRESS
At June 30, 1996, costs and estimated earnings in excess of billings and
billings in excess of costs and estimated earnings on uncompleted contracts
consist of the following:
<TABLE>
<S> <C>
Costs incurred on uncompleted contracts $7,079,625
Profits earned to date 3,914,660
10,994,285
Less: billings to date 8,577,328
$2,416,957
</TABLE>
Included in the accompanying balance sheet under the following captions at
June 30, 1996:
<TABLE>
<S> <C>
Costs and estimated earnings in excess of
billings on uncompleted contracts $2,433,524
Billings in excess of costs and estimated
earnings on uncompleted contracts (16,567)
$2,416,957
</TABLE>
NOTE 5 - BACKLOG
The following schedule summarizes changes in backlog on contracts during the
year ended June 30, 1996. Backlog represents the amount of revenue the
Company expects to realize from work to be performed on uncompleted contracts
in progress at year end and from contractual agreements on which work has not
yet begun.
<TABLE>
<S> <C>
Backlog balance at July 1, 1995 $2,464,372
New contracts during the year ended
June 30, 1996 22,570,424
25,034,796
Less: contract revenue earned during the
year ended June 30, 1996 7,091,396
Backlog balance at June 30, 1996 $17,943,400
</TABLE>
NOTE 6 - ACCRUED EXPENSES
Accrued expenses consisted of the following at June 30, 1996:
<TABLE>
<S> <C>
Wages and related union benefits $22,462
Professional fees 20,000
Outside labor 8,538
Accrued rent 22,500
Accrued insurance expense 118,934
Accrued interest and penalties 92,962
$285,396
</TABLE>
NOTE 7 - 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 requires 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 June 30, 1996 the Company has not
made all the required monthly payments and has not timely paid all current
payroll taxes.
NOTE 8 - INCOME TAXES
Effective July 1, 1992, the Company has adopted Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". Income
taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the financial and tax basis of
assets and liabilities. The deferred tax assets and liabilities represent
the future tax return consequences of these temporary differences, which will
either be taxable or deductible when the assets and liabilities are recovered
or settled. The Company's only such significant item relates primarily to
net operating loss carryfowards (NOL's).
The Company files its corporate income tax return utilizing the cash basis of
accounting which results in the contract receivables, payable and related
percentage of completion accounts not being recognized for income tax
reporting purposes. Accordingly, measurement of the net tax deferred
liability attributable to such accounts would be computed at the maximum
effective rate in accordance with SFAS 109.
The reconciliation of income tax computed at the federal statutory tax rate
to income tax expense is as follows:
<TABLE>
<S> <C>
Federal statutory income tax benefit rate 34%
Increases (reductions) resulting from:
State and local income taxes net of federal benefit (6%)
Effective income tax benefit rate 28%
</TABLE>
The tax effects of significant item comprising the Company's net deferred tax
assets as of June 30 1996 is as follows:
Net operating loss carryforwards $1,300,000
Less valuation allowance (1,300,000)
Long-term portion of deferred tax
assets $-
The Company has not provided for a deferred tax asset June 30, 1996 pursuant
to SFAS 109, since management could not determine that it was "more likely
than not" that the deferred tax asset would be realized in the future. At
June 30, 1996, the Company has a net operating loss carryforwards of
approximately $4,600,000 which expires between the years 2010 and 2011.
NOTE 9 - NOTES PAYABLE
a) Bridge Loan
On January 10, 1995, pursuant to a private transaction, the Company 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. 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. The promissory note which beared interest at
twelve percent (12%) was repaid on August 14, 1995 upon completion of the
Initial Public Offering
b) Promissory Notes
On January 16, 1995 an Underwriter commenced and privately offered on a best-
efforts basis, sixteen (16) units of the Company's 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, the Company
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 the Company.
As a result, as at June 30, 1996 and 1995, the Company recorded amortization
expense of $441,863 and $198,137 respectively. The holders of such shares
included their shares in the Company's initial public offering. The offering
was completed on March 9, 1995 resulting in all sixteen (16) units being sold
netting proceeds to the Company 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.
c) Line of Credit
On January 17, 1995, the Company borrowed $200,000 pursuant to a promissory
note with a financial institution at a rate of 81/2% per annum. Interest was
payable on the last day of each month beginning January 31, 1995. Such note
was fully collaterized by certificate of deposit and it was due on June 21,
1996. As of June 30, 1996 the loan was fully repaid.
NOTE 10 - 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, the Company was a wholly owned subsidiary of Bridge Corp. As
discussed in Note 10d and 10e, the Company became a 50.01% owned subsidiary
of Bridge Corp which resulted from the Company's initial public offering and
the exercise of a special warrant by US Bridge Corp.
b) Private Placement
On January 10, 1995, pursuant to a private transaction, the Company 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. 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. The promissory note which beared interest at
twelve percent (12%) was repaid on August 14, 1995 upon completion of the
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 the Company's 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, the Company
recorded deferred financing costs of $640,000 (160,000 shares at $5.00 per
share less original cost of $1.00 per share), and additional paid in capital
was increased by $639,840 which represents the excess of the assigned value
of the related stock issued over par. The holders of such shares have
registered their shares in the Company's initial public 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.
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 by 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 11 - 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 $240,000
1998 180,000
Total $420,000
Included in general and administrative expenses is rent expense which
amounted to $240,000 for the years ended June 30, 1996 and 1995. The Company
also leases a yard for storage material pursuant to an oral agreement with an
unrelated party which requires monthly payments of $3,500. Accordingly,
total rent expense for the years ended June 30, 1996 and 1995 amounted to
$282,000.
b) Significant customers and vendors
1. For the years ended June 30, 1996 and 1995, the Company had three (3) and
two (2) unrelated customers respectively, which accounted for approximately
sixty two (62%) fifty-eight (58%) respectively, of total revenues. At June
30, 1996 and 1995 amounts due from such customers represented 46% and 70%,
respectively, of total contracts receivable.
NOTE 11 - COMMITMENT AND CONTINGENCIES (Cont'd)
b) Significant customers and vendors (Cont'd)
2. For the years ended June 30, 1996 and 1995 the Company purchased from
Waldorf Steel Fabrications, Inc. ("Waldorf") approximately $180,333 and
$478,000 respectively, of the materials and labor necessary to perform steel
erection services. Effective August 1, 1995, Waldorf ceased operations.
Said vendor is under the common control of the parent company majority
stockholder and President of the Company. Lastly, for the years ended June
30, 1996 and 1995, the Company paid $622,050 and $271,495 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. At June 30, 1996 US Bridge MD owed the
Company $31,554 principally for advances in connection with above services
and said amount are non-interest bearing.
c) 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.
d) 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 bonds for its projects, but there can be no assurance
that it will be able to continue to do so. 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 12 - RELATED PARTY TRANSACTIONS
a) Acquisition of contracts
On June 15, 1993, the Company signed an agreement to pay $400,000 in
connection with its purchase of certain of Atlas Gem Erectors, Co. Inc.'s
("Atlas Gem") existing contracts to perform steel erection services. The
purchase price was determined based on 4% of the approximate total value of
the contracts purchased. Atlas Gem is an affiliate owned by the Company's
President. Such amount due was payable simultaneously with the Company's
collection of revenue. The payment amount was computed by multiplying the
purchase price by the percentage generated as a result of dividing related
project revenue collected to date (progress payments) by the total project
revenue. The Company has recorded $100,000, for the year ended June 30,
1995. Accordingly, as of June 30, 1995 such contract acquisition costs were
fully amortized.
b) Purchase of material and labor
For the years ended June 30, 1996 and 1995 the Company purchased from Waldorf
Steel Fabrications, Inc. ("Waldorf") approximately $180,333 and $478,000,
respectively, of the materials and labor necessary to perform fabrication
services. Effective August 1, 1995 Waldorf ceased operations. Said vendor
is under the common control of the parent Company's majority stockholder and
President of the Company. Lastly, for the years ended June 30, 1996 and
1995, the Company paid $802,383 and $271,495 respectively, to US Bridge MD
for materials and labor necessary to perform steel erection services. US
Bridge MD is a wholly owned subsidiary of Bridge Corp. At June 30, 1996 U.S.
Bridge MD owed the Company $31,554, principally for advances in connection
with above services and such amounts are non-interest bearing.
c) Rent expense
Included in general and administrative expenses is rent expense paid pursuant
to a signed lease agreement with a Company wholly owned by the Company's
President. Such rent amounted to $240,000 for the years ended June 30, 1996
and 1995.
d) 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 June 30, 1996 under this
agreement.
In addition, the President and Director has been 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.
NOTE 12 - RELATED PARTY TRANSACTIONS (Cont'd)
e) Due from related parties
During the years ended June 30, 1996 and 1995 the Company paid certain
expenses on behalf of Bridge Corp. These advances are non-interest bearing
and are due on demand. As of June 30, 1996 such advances to Bridge Corp.
amounted to $75,066.
Additionally, as of June 30, 1996, the Company advanced US Bridge MD $31,554.
These advances are non-interest bearing and are due on demand.
f) Due to related parties
(i) During June 1995 the President of the Company advanced the Company
$105,366. The advance is non-interest bearing and is due on
demand.
At June 30, 1996 amounts due to the President amounted to $89,687.
(ii) As of June 30, 1996, Atlas Gem Electors Co., Inc., a 100% wholly
owned Company of the Company's President is owed $27,568 for
advances
made on behalf of the Company during 1994. Such advances are not
interest bearing and are payable on demand.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part II, Item 7 of this Form 10-KSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 223,789
<SECURITIES> 106,620
<RECEIVABLES> 4,440,391
<ALLOWANCES> 1,000,000
<INVENTORY> 2,433,524
<CURRENT-ASSETS> 6,204,324
<PP&E> 18,791
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,223,115
<CURRENT-LIABILITIES> 1,532,798
<BONDS> 0
0
0
<COMMON> 503,652
<OTHER-SE> 4,186,665
<TOTAL-LIABILITY-AND-EQUITY> 6,223,115
<SALES> 0
<TOTAL-REVENUES> 7,091,396
<CGS> 5,155,062
<TOTAL-COSTS> 5,155,062
<OTHER-EXPENSES> 3,182,287
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 433,670
<INCOME-PRETAX> (1,679,623)
<INCOME-TAX> (855,250)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (824,373)
<EPS-PRIMARY> (.46)
<EPS-DILUTED> (.46)
</TABLE>
