UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
-------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-26262
U.S. Bridge of N.Y., Inc.
(Exact name of registrant as specified in its charter)
New York 11-3032277
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
53-09 97th Place, Corona, New York 11368
(Address of principal executive offices) (Zip Code)
(718) 699-0100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [xx] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common stock, par value $.001 per share: 1,907,515 shares outstanding as of
December 31, 1996.
<PAGE>
U.S. BRIDGE OF N.Y., INC.
INDEX
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION:
ITEM 1 - FINANCIAL STATEMENTS
<S> <C>
Balance Sheets (Unaudited) December 31, 1996
and June 30, 1996 F-1
Statements of Operations (Unaudited) for the
three months ended December 31, 1996 and 1995 F-2
Statements of Operations (Unaudited) for the
six months ended December 31, 1996 and 1995 F-3
Statement of Stockholders' Equity (Unaudited) for
the six months ended December 31, 1996 F-4
Statements of Cash Flows (Unaudited) for the
six months ended December 31, 1996 and 1995 F-5
Notes to Financial Statements F-6 - F-10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS F-11 - F-14
PART II - OTHER INFORMATION F-15
</TABLE>
<PAGE>
U.S. BRIDGE OF N.Y., INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
December 31 June 30,
ASSETS 1996 1996
------ ---- ----
Current assets:
<S> <C> <C>
Cash $ 366,531 $ 223,789
Contracts and retainage receivable, net ................... 6,764,680 3,440,391
Costs and estimated earnings in excess of billings
on uncompleted contracts ................................. 1,072,000 2,433,524
Due from related parties .................................. 44,124 106,620
Total current assets ................................. 8,247,335 6,204,324
Other assets .................................................. 33,879 18,791
Total assets $ 8,281,214 $6,223,115
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, including cash overdraft
of $97,419 and $63,274 $ 1,959,237 $ 824,867
Accrued expenses .......................................... 299,993 285,396
Payroll taxes payable ..................................... 441,583 288,713
Due to related parties .................................... 321,722 117,255
Billings in excess of costs and estimated earnings
on uncompleted contracts ................................. 7,710 16,567
Total current liabilities ............................ 3,030,245 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, 00 shares,
issued and outstanding 1,907,515 ......................... 503,652 503,652
Additional paid in capital ................................ 4,086,551 4,086,551
Retained earnings ......................................... 660,766 100,114
Total stockholders' equity ........................... 5,250,969 4,690,317
Total liabilities and stockholders' equity $ 8,281,214 $6,223,115
</TABLE>
See accompanying notes to financial statements
(unaudited).
F-1
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Contract revenue $ 2,627,918 $901,750
Cost of contract revenue ........................... 1,888,570 399,523
Gross profit ....................................... 739,348 502,227
General and administrative expenses ................ 583,807 600,390
Income (loss) from operations before interest income
(expense) and provision for income taxes .......... 155,541 (98,163)
Interest (expense) income .......................... (1,011) 10,940
Income (loss) before provision for income taxes .... ` 154,530 (87,223)
Provision for income taxes ......................... -- --
Net income (loss) $ 154,530 $(87,223)
(Income) loss per common equivalent share:
Income (loss) before provision for income taxes .... .08 $(.05)
Provision for income taxes ......................... -- $--
Net income (loss) .................................. .08 $(.05)
Weighted average number of shares outstanding ...... 1,907,515 1,707,664
</TABLE>
See accompanying notes to financial statements (unaudited)
F-2
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Contract revenue $ 5,775,859 $ 2,473,357
Cost of contract revenue ............................ 4,142,957 1,525,511
Gross profit ........................................ 1,632,902 947,846
General and administrative expenses ................. 1,071,239 1,153,362
Income (loss) from operations before interest
expense/unusual item and provision for income taxes 561,663 (205,516)
Interest expense .................................... (1,011) (7,829)
Unusual item (Note 4c) .............................. -- (441,863)
Income (loss) before provision for income taxes ..... 560,652 (655,208)
Provision for income taxes .......................... -- --
Net income (loss) ................................... $560,652 $(655,208)
Income (loss) per common equivalent share:
Income (loss) before provision for income taxes $.29 $(.38)
Provision for income taxes $ - $--
Net income (loss) $ .29 $(.38)
Weighted average number of shares outstanding ....... 1,907,515 1,707,664
</TABLE>
See accompanying notes to financial statements (unaudited)
F-3
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Common
stock
Additional Total
paid in Retained Stockholders'
Shares Amount capital earnings equity
<S> <C> <C> <C> <C> <C>
Balances at July 1, 1996 1,907,515 $503,652 $4,086,551 $100,114 $4,690,317
Net income for the six months
ended December 31, 1996 - - - 560,652 560,652
--- --- --- ------- -------
Balances at December 31, 1996 1,907,515 $503,652 $4,086,551 $660,766 $5,250,969
========= ======= ========= ======= =========
</TABLE>
See accompanying notes to financial
statements (unaudited).
F-4
<PAGE>
U.S. BRIDGE OF N.Y., INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $560,652 $(655,208)
Adjustments to reconcile net income to net
cash used for operating activities:
Amortization 2 327 441,863
Changes in assets and liabilities:
Accounts receivable (3,324,289) (146,653)
Prepaid expenses (10,996) (114,130)
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,361,524 (567,734)
Other current assets (742) (32)
Accounts Payable 1,134,370 (19,550)
Accrued expenses 14,597 (235,974)
Payroll taxes payable 152,870 (49,807)
Income taxes payable - -
Billings in excess of costs and estimated
earnings on uncompleted contracts (8,857) 16,567
Net cash used for operating activities (118,544) (1,330,658)
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 266,963 (9,716)
Proceeds from initial public offering and
exercise of special warrant - 4,022,863
Cost associated with initial public offering - (903,820)
Repayments of notes payable - (972,000)
Net cash provided by financing activities 266,963 2,240,881
Net increase in cash and cash equivalents 142,742 910,223
Cash and cash equivalents, beginning 223,789 104,410
Cash and cash equivalents, ending $366,531 $1,014,633
Supplemental disclosure of cash flow information:
Interest paid $ - $54,976
Taxes paid $ - $-
</TABLE>
See accompanying notes to financial statements
(unaudited).
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
(UNAUDITED)
NOTE 1 - GENERAL
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with instructions to Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management the
interim financial statements include all adjustments necessary in order to make
the financial statements not misleading. The results of operations for the three
months ended is not necessarily indicative of the results to be expected for the
full year. For further information, refer to the Company's audited financial
statements and footnotes thereto at June 30, 1996, included in the Company's
Annual Report Form 10K-SB, filed with the Securities and Exchange Commission.
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 December 31, 1996 the Company has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. Payroll taxes payable amounted to $441,583 as of December 31,
1996.
NOTE 3 - DUE FROM/TO RELATED PARTIES
As of December 31, 1996, the Company has advanced $44,124 to related
Companies. Such advances are non-interest bearing and are due on demand.
As of December 31, 1996 the Company's President has advanced a total of
approximately $298,788 to the Company. The remaining balance amounting to
$22,934 represents advances from other related Companies. Such advances are
non-interest bearing and are due on demand.
NOTE 4 - STOCKHOLDERS EQUITY
Issuance of stock options
During December 1996, the Company granted 125,000 stock options to its
President pursuant to the 1994 senior management incentive plan (see Note 7a for
additional information).
F-7
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
(UNAUDITED)
NOTE 5 - COMMITMENT AND CONTINGENCIES
a) 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.
b) Mechanic's 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.
No additional allowances have been recorded as of December 31, 1996.
NOTE 6 - RELATED PARTY TRANSACTIONS
Due to/from related parties
As of December 31, 1996, the Company has advanced $44,124 to related
Companies. Such advances are non-interest bearing and are due on demand.
As of December 31, 1996 the Company's President has advanced a total of
approximately $298,788 to the Company. The remaining balance amounting to
$22,934 represents advances from other related Companies. Such advances are
non-interest bearing and are due on demand.
NOTE 7 - SUBSEQUENT EVENT
a) Form S-8 registration statement
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 1994
F-8
<PAGE>
U.S. BRIDGE OF N.Y., INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
(UNAUDITED)
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. Such options were granted to the Company's President pursuant to Board of
Directors minutes executed during February 1997.
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 December 31, 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 December 31, 1996.
Three months ended December 31, 1996 as compared to three months ended
December 31, 1995 Contract revenues have increased by $1,726,168 or 191% to
$2,627,918 from $901,750 for the three months ended December 31, 1996 as
compared to the three months ended December 31, 1995. This material increase is
due to new contracts commencing toward the first quarter of the Company's fiscal
year.
The Company's gross profits for the three months ended December 31, 1996 is
28% as compared to the three months ended December 31, 1995 which was 56%.
This material decrease in gross profit amounting to 28% is primarily due to
the Company revising its contract cost estimates and due to the fact that the
Company did not recognize any joint venture profits for the three months ended
December 31, 1996.
For the three months ended December 31, 1996 and 1995, the Company paid
$172,141 and $337,821, 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
$189,071 at December 31, 1996. Such amounts are non-interest earing 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 $16,503 or 3% to $583,807
for the three months December 31, 1996 from $600,390 for the three months ended
December 31, 1995.
Six months ended December 31, 1996 as compared to six months ended December
31, 1995
Contract revenues have increased by $3,302,502 for the six months ended
December 31, 1996 to $5,775,859 as compared to the contract revenue for the six
months ended December 31, 1995 of $2,473,357. This net increase is a direct
result of the company obtaining additional contracts during the year. During the
year ended June 30, 1996 the Company obtained new
F-10
<PAGE>
contracts and additional change orders to previous contracts amounting to
approximately $22,500,000.
The Company's gross profits for the six months ended December 31, 1996 is
28% as compared to the six months ended December 31, 1995 which was 38%. 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 recognized
revenue related to profit sharing on certain projects during the six months
ended December 31, 1996.
General and administrative expenses have decreased by $82,123 or 7% to
$1,071,239 for the six months ended December 31, 1996 from $1,153,362 for the
six months ended December 31, 1995. The total decrease amounting to $82,123 is
mainly attributable to decrease in office overhead.
As of December 31, 1996, the Company has a backlog of approximately
$14,313,000. 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 December 31, 1996, the Company has working capital of $5,217,090.
As of December 31, 1996, the Company's accounts receivable amounted to
$6,764,680, of which approximately $940,000 or 14% has been collected through
February 17, 1997.
During December 1996, the Company filed three separate mechanin'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.
No additional allowance has been recorded as of December 31, 1996.
Net cash used for operating activities amounted to $118,544 for the six
months ended December 31, 1996 as compared to a use of cash of $1,330,658 for
the six months ended December 31, 1995. With regards to financing activities,
the Company provided $266,963 of cash for the six months ended December 31,
1996. Such cash was provided primarily by loans from stockholder and other
related parties.
During September 1994, the Company entered into an installment agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of approximately $231,535 and remove a tax lien filed by such authority. The
agreement required the Company to pay $25,000 per month until such amount is
fully paid. As per the terms of the agreement, the Company must also pay timely
all current payroll taxes. As of December 31, 1996 the Company has not made all
the required $25,000 monthly payments and has not paid timely all current
payroll taxes. Payroll taxes payable amounted to $441,583 as of December 31,
1996.
F-11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
In January 1997, an action was commenced by The Ohio Bridge Corporation
("Ohio") against the Company 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 is requesting injunctive
relief, profits obtained by 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.
ITEM 2 - Changes in Securities: None
ITEM 3 - Defaults Upon Senior Securities: None
ITEM 4 - Submission of Matters to a Vote of Security Holders:
On January 9, 1997, the Company held an annual meeting, at which time its
stockholders (i) elected five directors to the Corporation's Board of Directors
to hold office for a period of one year or until their successors are duly
elected and qualified and (ii) approved an amendment to the Corporation=s Senior
Management Incentive Plan to increase the number of shares of Common Stock
authorized for issuance thereunder from 150,000 to 1,000,000. At the meeting the
stockholders approved the proposals by votes as follows:
Votes Cast Withhold
Nominees For Authority to Vote
Joseph M. Polito 1,865,873 30,880
Ronald J. Polito 1,867,473 29,280
Steven J. Polito 1,867,473 29,280
Philip Neilson 1,866,973 29,780
Marvin Weinstein 1,869,473 27,280
The proposal to authorize the Corporation to ratify an amendment to the
Corporation=s Senior Management Incentive Plan to increase the number of shares
of Common Stock authorized for issuance thereunder from 150,000 to 1,000,000
received at least a plurality of the votes cast.
Votes Cast Votes Cast
For Against Abstain
1,157,848 79,830 738,905
ITEM 5 - Other Information: None
ITEM 6 - Exhibits and Reports on Form 8-K: None
<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 of N.Y., Inc..
(Registrant)
February 21, 1997 /s/ Joseph Polito
Date Joseph Polito
President
/s/ Ronald Polito
Ronald Polito
Treasurer
F-14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in this Form 10-QSB and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> jun-30-1997
<PERIOD-END> dec-31-1996
<CASH> 366,531
<SECURITIES> 0
<RECEIVABLES> 6,808,804
<ALLOWANCES> 0
<INVENTORY> 1,072,000
<CURRENT-ASSETS> 0
<PP&E> 33,874
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,281,214
<CURRENT-LIABILITIES> 3,030,245
<BONDS> 0
0
0
<COMMON> 503,652
<OTHER-SE> 4,747,317
<TOTAL-LIABILITY-AND-EQUITY> 8,281,214
<SALES> 2,627,918
<TOTAL-REVENUES> 2,627,918
<CGS> 1,888,570
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 583,807
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,011
<INCOME-PRETAX> 154,530
<INCOME-TAX> 0
<INCOME-CONTINUING> 154,530
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 154,530
<EPS-PRIMARY> .08
<EPS-DILUTED> 0
</TABLE>
