UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
-------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-26262
U.S. Bridge of N.Y., Inc.
(Exact name of registrant as specified in its charter)
New York 11-3032277
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
53-09 97th Place, Corona, New York 11368
(Address of principal executive offices) (Zip Code)
(718) 699-0100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [xx] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common stock, par value $.001 per share: 2,032,515 shares outstanding as of
March 31, 1997.
<PAGE>
U.S. BRIDGE OF N.Y., INC.
INDEX
PART 1 - FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
ITEM 1 - FINANCIAL STATEMENTS
<S> <C>
Balance Sheets March 31, 1997 (Unaudited)
and June 30, 1996 1
Statements of Operations (Unaudited)
for the three months ended March 31, 1997 and 1996 2
Statements of Operations (Unaudited)
for the nine months ended March 31, 1997 and 1996 3
Statement of Stockholders' Equity (Unaudited)
for the nine months ended March 31, 1997 4
Statements of Cash Flows (Unaudited)
for the nine months ended March 31, 1997 and 1996 5
Notes to Financial Statements 6-8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9-11
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings 12
</TABLE>
<PAGE>
U.S. BRIDGE OF N.Y., INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, June 30,
ASSETS 1997 1996
------ ------------- ----------
Current assets:
<S> <C> <C>
Cash $ 345,992 $ 223,789
Contracts and retainage receivable, net 7,140,332 3,440,391
Costs and estimated earnings in excess of billings
on uncompleted contracts 1,388,696 2,433,524
Due from related parties 44,124 106,620
------------- --------------
Total current assets 8,919,144 6,204,324
Other assets 51,528 18,791
------------- --------------
Total assets $ 8,970,672 $ 6,223,115
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including cash overdraft
of $123,354 and $63,274 $ 2,384,140 $ 824,867
Accrued expenses 261,637 285,396
Payroll taxes payable 573,633 288,713
Income taxes payable 301,000 -
Due to related parties 279,722 117,255
Billings in excess of costs and estimated earnings
on uncompleted contracts 29,459 16,567
------------- --------------
Total current liabilities 3,829,591 1,532,798
------------- --------------
Commitments and contingencies (Note 5) - -
Stockholders' equity:
Preferred stock $.01 par value, authorized 500,000 shares,
issued and outstanding -0- - -
Common stock $.001 par value, authorized 10,000,000 shares,
issued and outstanding 2,032,515 and 1,907,515, respectively 504,902 503,652
Additional paid in capital 4,222,801 4,086,551
Retained earnings 550,878 100,114
------------- --------------
Sub-total stockholders' equity 5,278,581 4,690,317
Less: Stock subscription receivable (137,500) -
------------- ------------
Total stockholders' equity 5,141,081 4,690,317
------------- --------------
Total liabilities and stockholders' equity $ 8,970,672 $ 6,223,115
============= ==============
</TABLE>
See acompanying notes to financial statements (unaudited).
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------- ---------
<S> <C> <C>
Contract revenue $ 1,915,553 $ 1,396,919
Cost of contract revenue 1,129,472 934,815
------------- -------------
Gross profit 786,081 462,104
General and administrative expenses 593,958 619,152
------------- -------------
Income (loss) from operations before interest income
(expense) and provision for income taxes 192,123 (157,048)
Interest (expense) income (1,011) 7,468
------------- -------------
Income (loss) before provision for income taxes 191,112 (149,580)
Provision for income taxes 76,445 -
------------- -----------
Net income (loss) $ 114,667 $ (149,580)
============= =============
(Income) loss per common equivalent share:
Income (loss) before provision for income taxes .10 $ (.08)
========= ========
Provision for income taxes (.04) $ -
============= ==========
Net income (loss) .06 $ (.08)
================ =============
Weighted average number of shares outstanding 1,907,515 1,774,280
</TABLE>
See accompanying notes to financial statements (unaudited)
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------- ---------
<S> <C> <C>
Contract revenue $ 7,691,412 $ 3,870,276
Cost of contract revenue 5,272,429 2,504,143
------------- -------------
Gross profit 2,418,983 1,366,133
General and administrative expenses 1,665,197 1,728,697
------------- -------------
Income (loss) from operations before interest
expense/unusual item and provision for income taxes 753,786 (362,564)
Interest expense (2,022) (361)
Unusual item - (441,863)
------------- -------------
Income (loss) before provision for income taxes 751,764 (804,788)
Provision for income taxes 301,000 -
------------- -----------
Net income (loss) $ 450,764 $ (804,788)
============= =============
Income (loss) per common equivalent share:
Income (loss) before provision for income taxes $ .40 $ (.45)
========== ========
Provision for income taxes $ (.16) $ -
============= ===========
Net income (loss) $ .24 $ (.45)
================ =============
Weighted average number of shares outstanding 1,907,515 1,774,280
</TABLE>
See accompanying notes to financial statements (unaudited)
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Total
Common Stock paid in Retained Stockholders'
Shares Amount capital earnings equity
<S> <C> <C> <C> <C> <C>
Balances at July 1, 1996 1,907,515 $ 503,652 $ 4,086,551 $ 100,114 $ 4,690,317
Issuance of common shares
in connection with the exercise
of options 125,000 1,250 136,250 - 137,500
Net income for the nine months
ended March 31, 1997 - - - 450,764 450,764
----------- ------------- ------------- ----------- -------------
Balances at March 31, 1997 2,032,515 $ 504,902 $ 4,222,801 $ 550,878 $ 5,278,581
</TABLE>
See accompanying notes to financial statements (unaudited).
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
-------------- ----------
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 450,764 $ (804,788)
Adjustments to reconcile net income to net
cash used for operating activities:
Amortization 3,490 441,863
Decrease (increase) in:
Accounts receivable (3,699,941) (413,576)
Prepaid expenses (3,150) (45,501)
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,044,828 (1,043,783)
Other current assets (27,400) (5,532)
Increase (decrease) in:
Accounts payable 1,559,273 292,559
Accrued expenses (23,759) (229,681)
Payroll taxes payable 284,920 3,988
Income taxes payable 301,000 -
Billings in excess of costs and estimated
earnings on uncompleted contracts 12,892 -
------------- -----------
Net cash used for operating activities (97,083) (1,804,451)
------------- -------------
Cash flows from investing activities:
Purchase of other assets (5,677) -
------------- -----------
Net cash used for investing activities (5,677) -
------------- -----------
Cash flows from financing activities:
Offering costs charged to additional
paid in capital - 103,554
Loans from repayments (to) related parties 224,963 (9,516)
Proceeds from initial public offering and
exercise of special warrant - 4,022,863
Cost associated with initial public offering - (903,820)
Repayments of notes payable - (972,000)
------------- -------------
Net cash provided by financing activities 224,963 2,241,081
Net increase in cash 122,203 436,630
Cash, beginning 223,789 104,410
------------- -------------
Cash, ending $ 345,992 $ 541,040
============= =============
Supplemental disclosure of cash flow information:
Interest paid $ - $ 62,312
============= =============
Taxes paid $ - $ -
============= ===========
Supplemental disclosure of non-cash operating activities:
Elimination of income taxes payable resulting
from over-accruals $ - $ 855,954
============= =============
Supplemental disclosure of non-cash financing activities:
Issuance of common stock upon exercise of options
in exchange of stock subscription receivable $ 137,500 $ -
</TABLE>
<PAGE>
NOTE 1 - GENERAL
The Company was incorporated on September 4, 1990 and is a 47% 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.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management the interim financial statements include all adjustments necessary in
order to make the financial statements not misleading. The results of operations
for the three months ended is not necessarily indicative of the results to be
expected for the full year. For further information, refer to the Company's
audited financial statements and footnotes thereto at June 30, 1996, included in
the Company's Annual Report Form 10K-SB, filed with the Securities and Exchange
Commission.
NOTE 2 - PAYROLL TAXES
During September 1994, the Company entered into an installment agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of approximately $231,535 and remove a tax lien filed by such authority. The
agreement required the Company to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, the Company must also pay timely
all current payroll taxes. As of March 31, 1997 the Company has not made all the
required $25,000 monthly payments and has not paid timely all current payroll
taxes. Payroll taxes payable, including accrued penalties and interest, amounted
to $573,633 at March 31, 1997.
NOTE 3 - DUE FROM/TO RELATED PARTIES
As of March 31, 1997, the Company has advanced $44,124 to related
Companies. Such advances are non-interest bearing and are due on demand.
As of March 31, 1997 the Company's President has advanced a total of
approximately $273,788 to the Company. The remaining balance amounting to $5,934
represents advances from other related Companies. Such advances are non-interest
bearing and are due on demand.
NOTE 4 - STOCKHOLDERS EQUITY
a) Issuance of common stock
During February 1997, pursuant to Form S-8 Registration Statement filed
with Securities and Exchange Commission, the Company registered 125,000 common
shares underlying option to issue common stock of the Company to the Company's
President pursuant to the Senior Management Incentive Plan. The options are
exercisable at $1.10 per share (110% of the bid price on November 27, 1996) and
expire on November 27, 2001. These options were exercised March 25, 1997
resulting in the issuance of 125,000 shares of common stock.
<PAGE>
NOTE 5 - COMMITMENT AND CONTINGENCIES
a) Lease agreement
The Company leases its administrative offices and storage space pursuant to
a signed lease agreement with an affiliate owned by the Company's President.
Such lease requires monthly payments of $20,000 and expires on March 31, 1998.
Under such lease agreement, the Company is required to make future minimum lease
payments as follows:
Year Ending
June 30,
1997 $ 60,000
1998 180,000
---------------
Total $ 240,000
The Company also leases a yard for storage of material pursuant to an oral
agreement with an unrelated party which requires monthly payments of $3,500.
Accordingly, included in general and administrative expenses is rent expense
which amounted to $70,500 for the three months ended March 31, 1997 and 1996 and
$211,500 for the nine months ended March 31, 1997 and 1996. As of March 31,
1997, $440,000 of rent remains unpaid and is included in accounts payable.
b) Seasonality
The Company operates in an industry which may be seasonal, generally due to
inclement weather occurring during the winter months. Accordingly, the Company
may experience a seasonal pattern in its operating results with lower revenue in
the third quarter of each fiscal year. Quarterly results may also be affected by
the timing of bid solicitations by governmental authorities, the stage of
completion of major projects and revenue recognition policies.
c) Bonding requirements
The Company is required to provide bid and/or performance bonds in
connection with governmental construction projects. To date, the Company has
been able to sufficiently obtain bonding up to $10,000,000 per job for its
private projects. The Company is continuously pursuing obtaining bonding for its
governmental construction projects. In addition, new or proposed legislation in
various jurisdictions may require the posting of substantial additional bonds or
require other financial assurances for particular projects.
d) Mechanic's lien
During November 1996, the Company and Bridge Corp. jointly filed a
mechanic's lien in the amount of $279,346 against one of the Company's customers
for nonpayment. On or about May 13, 1997, the Company commenced an action to
foreclose on the aforesaid lien.
During December 1996, the Company filed three separate mechanic's liens
aggregating $3,044,491 against two of its customers for non payment. Such amount
is included in the contracts and retainage receivable amount. As of June 30,
1996 the Company
<PAGE>
recorded an allowance against the accounts of these customers of
approximately $1,000,000. No additional allowances have been recorded as of
March 31, 1997. During the three months ended March 31, 1997, two actions
seeking to foreclose on the mechanics liens previously filed were commenced.
e) Legal Proceedings
During January 1997, an action was commenced by the Ohio Bridge Corporation
("Ohio") against the Company. Ohio claims that the Company has infringed its
trademark "U.S. Bridge". In February 1997, the Company filed an answer to the
complaint. The action is presently in the discovery stage. Ohio seeks injunctive
relief, profits obtained by the Company as a result of its use of the name, and
compensatory damages. The Company's defense is based upon its belief that the
two companies do not compete against each other in the same industry and that
Ohio does not use the trademark in order to sell, market, or advertise its
products.
NOTE 6 - RELATED PARTY TRANSACTIONS
a) Purchase of material and labor
For the three months ended March 31, 1997 and 1996, the Company paid
$33,500 and $310,767, respectively to U.S. Bridge of Maryland, Inc. ("US Bridge
MD") for certain materials and labor necessary to perform steel erection
services. Amounts payable related to all of such transactions and included in
accounts payable total $152,571 at March 31, 1997. Such amounts are non-interest
bearing obligations. Said vendors are under the common control of the Company's
majority stockholder.
b) Rent expense
Included in general and administrative expenses is rent expense paid
pursuant to a signed lease agreement with a Company owned by the Company's
majority stockholder. Such rent amounted to $60,000 and $180,000 for the three
and nine months ended March 31, 1997 and 1996. Included in accounts payables as
of March 31, 1997 is $440,000 representing unpaid rent to such affiliated
entity.
c) Due to/from related parties
As of March 31, 1997, the Company has advanced $44,124 to related
Companies. Such advances are non-interest bearing and are due on demand.
As of March 31, 1997 the Company's President has advanced a total of
approximately $273,788 to the Company. The remaining balance amounting to $5,934
represents advances from other related Companies. Such advances are non-interest
bearing and are due on demand.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company recognizes revenue under the percentage of completion method.
Cost of contract revenues include all direct material and labor costs and those
indirect costs related to contract performance. The asset, costs and estimated
earnings in excess of billings on uncompleted contracts, represents costs and
estimated earnings in excess of amounts billed through March 31, 1997. Billings
in excess of costs and estimated earnings on uncompleted contracts, represents
billings which exceed costs and estimated earnings on individual uncompleted
contracts through March 31, 1997.
Company Background
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.
("Bridge") and may be considered the beneficial owner of the shares of the
Company owned by Bridge. Mr. Polito is also a 100% shareholder of R.S.J.J.
Realty Corp. ("RSJJ"). RSJJ leases the administrative offices and storage space
to the Company at a cost of $20,000 per month pursuant to a signed lease
agreement expiring on March 31, 1998. Lastly, Mr. Polito has ownership interests
in Waldorf Steel Fabricators, Inc. (which ceased operations on August 1, 1995),
Crown Crane, Inc., Atlas Gem Leasing, Inc., Atlas Gem Erectors Co., Inc. and Gem
Steel Erectors.
Three months ended March 31, 1997 as compared to three months
ended March 31, 1996
Contract revenues have increased by $518,634 or 37% to $1,915,553 from
$1,396,919 for the three months ended March 31, 1997 as compared to the three
months ended March 31, 1996. This material increase is due to new contracts
commencing toward the first and second quarter of the Company's fiscal year.
The Company's gross profits for the three months ended March 31, 1997 is
41% as compared to the three months ended March 31, 1996 which was 33%. This
increase in gross profit amounting 8% is primarily due to the Company revising
its contract cost estimates.
For the three months ended March 31, 1997 and 1996, the Company paid
$33,500 and $310,767, 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. Amounts payable
related to all of such transactions and included in accounts payable total
$152,571 at March 31, 1997. Such amounts are non-interest bearing obligations.
Said vendors are under the common control of the Company's majority stockholder.
General and administrative expenses include salaries, office overhead and
costs associated with estimating and bidding activities. General and
administrative expenses have decreased minimally by $25,194 or 4% to $593,958
for the three months March 31, 1997 from $619,152 for the three months ended
March 31, 1996.
<PAGE>
Nine months ended March 31, 1997 as compared to nine months ended March 31,
1996
Contract revenues have increased by $3,821,136 or 99% for the nine months
ended March 31, 1997 to $7,691,412 as compared to the contract revenue for the
nine months ended March 31, 1996 of $3,870,276. This increase is a direct result
of the company obtaining additional contracts during the year. Towards the
latter part of the year ended June 30, 1996 the Company obtained new contracts
and additional change orders to previous contracts amounting to approximately
$22,500,000.
The Company's gross profits for the nine months ended March 31, 1997 is 32%
as compared to the nine months ended March 31, 1996 which was 35%. The decrease
in gross profit is due to the Company revising its contract cost estimates for
jobs coming to an end in the current period, pursuant to the percentage of
completion method. In addition, the Company did not recognize revenue related to
profit sharing on certain projects during the nine months ended March 31, 1997.
General and administrative expenses have decreased by $63,500 or 4% to
$1,665,197 for the nine months ended March 31, 1997 from $1,728,697 for the nine
months ended March 31, 1996. The total decrease amounting to $63,500 is mainly
attributable to decrease in office overhead.
As of March 31, 1997, the Company has a backlog of approximately
$13,273,000. Backlog represents the amount of revenue the Company expects to
realized from work to be performed on uncompleted contracts in progress and from
contractual agreements which work has not yet begun.
Liquidity and Capital Resources
At March 31, 1997, the Company has working capital of $5,089,553.
As of March 31, 1997 the Company's accounts receivable amounted to
$7,140,332 of which approximately $886,000 or 12% has been collected through May
7, 1997.
During November 1996, the Company and Bridge Corp. jointly filed a
mechanics' lien in the amount of $279,346 against one of the Company's customers
for nonpayment. On or about May 13, 1997, the Company commenced an action to
foreclose on the aforesaid lien. During December 1996, the Company filed three
separate mechanic's liens aggregating $3,044,491 against two of its customers
for non payment. Such amount is included in the contracts and retainage
receivable amount. As of June 30, 1996 the Company recorded an allowance against
the accounts of these customers of approximately $1,000,000. No additional
allowances have been recorded as of March 31, 1997. During the three months
ended March 31, 1997, two actions seeking to foreclose on the mechanics liens
previously filed were commenced.
Net cash used for operating activities amounted to $97,083 for the nine
months ended March 31, 1997 as compared to a use of cash of $1,804,451 for the
nine months ended March 31, 1996. With regards to financing activities, the
Company provided $224,963 of cash for the nine months ended March 31, 1997. Such
cash was provided primarily by loans from stockholder and other related parties.
<PAGE>
During September 1994, the Company entered into an installment agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of approximately $231,535 and remove a tax lien filed by such authority. The
agreement required the Company to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, the Company must also pay timely
all current payroll taxes. As of March 31, 1997 the Company has not made all the
required $25,000 monthly payments and has not paid timely all current payroll
taxes. Payroll taxes payable, including accrued penalties and interest, amounted
to $573,633 as of March 31, 1997.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
In January 1997, an action was commenced (by the filing of a complaint)
by The Ohio Bridge Corporation ("Ohio") against the Company. Ohio claims that
the Company has infringed its trademark "U.S. Bridge." In February 1997, the
Company filed an answer to the complaint. The Company continues to defend
against the action, which is now in the discovery phase. Ohio seeks injunctive
relief, profits obtained by the Company as a result of the use of its name, and
compensatory damages. The Company's defense is based upon its belief that the
two companies do not compete against each other in the same industry and that
Ohio does not use the trademark in order to sell, market, or advertise its
products.
Three actions seeking to foreclose on five mechanic's liens (four of
which were previously filed by the Company, the fifth of which was filed by
McKay Enterprises, Inc., a general contractor for whom the Company was a
subcontractor) were commenced by the Company within the last three months. On
February 25, 1997, the first such action was commenced in New York State Supreme
Court, Kings County. The action names the Company and Metro Steel Structures,
Ltd. as plaintiffs and Perini Corporation, Metropolitan Transportation
Authority, New York City Transportation Authority, and Fidelity and Deposit
Company of Maryland as defendants.
The second action was commenced in New York State Supreme Court, Queens
County on February 26, 1997. It names the Company, Metro Steel Structures, Ltd.,
and McKay Enterprises, Inc. as plaintiffs and Perini Corporation, Department of
Transportation of the City of New York, and Fidelity and Deposit Company of
Maryland as defendants.
The third action was commenced on or about May 13, 1997 in New York
State Supreme Court, Suffolk County and names the Company as plaintiff and Kiska
Construction Corp., the State of New York, acting through the New York State
Comptroller, the New York State Department of Transportation, and Seaboard
Surety Company as defendants.
Counsel retained to handle this matter, Congdon, Flaherty, O'Callahan,
Reid, Donlon, Travis & Fishlinger, advises that Perini, against whom the Company
filed three liens, has not as yet interposed answers to the aforesaid actions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. Bridge Corp.
(Registrant)
Dated: May 30, 1997 _____________
Joseph Polito
President
-------------
Ronald Polito
Treasurer
<PAGE>
