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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED OCTOBER 31, 2003 COMMISSION FILE NO. 0-05767
LINCOLN INTERNATIONAL CORPORATION
______________________________________________________
(Exact Name of Registrant as specified in its charter)
Kentucky 61-0575092
_______________________________ ______________________
(State of other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2211 Greene Way
Louisville, Kentucky 40220
________________________________________ __________
(Address or principal executive offices) (Zip Code)
(Registrants Telephone Number, Including Area Code) (502) 992-9060
Indicate by check whether the registrant (1) has filed reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or of such shorter period that the registrant was required
to file such reports) and has been subject to such filing requirements for the
past 90 days.
YES [ ] NO [X]
Indicate by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
Indicate the numbers of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report: 2,575 of the
(no-par) voting common stock.
LINCOLN INTERNATIONAL CORPORATION
INDEX
PAGE(S)
Part I: Financial Information 1
Item 1. Financial Statements: 1
Balance Sheets as of October 31, 2003
and July 31, 2003 1
Statements of Operations for the three months
ended October 31, 2003 and October 31, 2002 2
Statements of Cash Flows for the three months
ended October 31, 2003 and October 31, 2002 3
Notes to the Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 4. Controls and Procedures 9
Part II: Other Information 10
Item 1. Legal Proceeding 10
Item 6. Exhibits and Reports on Form 8-K 10
Signature 10
i
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS
(Unaudited)
10/31/03 7/31/03
___________ __________
ASSETS
Current assets:
Cash $ 606,755 $ 21,944
Accounts receivable, net of allowance for
doubtful accounts of $2,418 ($2,418
on 7/31/03) 13,877 10,950
Note receivable, net of allowance for
doubtful accounts of $0 ($72,062 on 7/31/03) - 8,000
Other receivables - 56,298
Prepaid expenses and other current assets 14,151 7,476
___________ __________
Total current assets 634,783 104,668
Property and equipment, net 90,207 88,838
Assets held for sale - 814,454
Marketable securities 11,406 12,029
___________ __________
Total assets $ 736,396 $1,019,989
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 32,081 $ 47,977
Accrued expenses 71,570 84,810
Accrued income taxes 6,000 -
Discontinued operations 28,761 -
Obligation under capital lease 4,605 4,461
Line of credit - 47,500
Note payable 52,819 52,819
Current maturities of long-term debt - 11,702
___________ __________
Total current liabilities 195,836 249,269
Noncurrent liabilities:
Long-term debt, less current maturities - 463,394
Obligation under capital lease 1,670 2,876
___________ __________
Total noncurrent liabilities 1,670 466,270
Total liabilities 197,506 715,539
___________ __________
Stockholders' equity:
Common stock, no par value, 1,000,000 shares
authorized, 2,575 issued and outstanding
(2,775 on 7/31/03) 1,905,678 1,977,798
Accumulated deficit (1,371,368) (1,678,551)
Accumulated other comprehensive income 4,580 5,203
___________ __________
Total stockholders' equity 538,890 304,450
___________ __________
Total liabilities and
stockholders' equity $ 736,396 $1,019,989
=========== ==========
The accompanying notes are an integral part of the Financial Statements.
1
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED OCTOBER 31
(UNAUDITED)
(Restated)
10/31/03 10/31/02
________ _________
Revenues $162,193 $ 253,483
________ _________
Costs and expenses:
Cost of revenues 102,661 205,170
Selling, general and administrative expenses 129,919 151,525
________ _________
Total costs and expenses 232,580 356,695
________ _________
Loss from operations (70,387) (103,212)
________ _________
Other income (expense):
Interest expense, net (3,816) (8,834)
Gain on surrender of common stock 72,000 -
Other income 384 -
________ _________
Total other income (expense) 68,568 (8,834)
________ _________
Net loss from continuing
operations (1,819) (112,046)
Discontinued operations (Note D):
Income (loss) from operations of
discontinued Rental Property division (52,631) 1,259
Gain on sale of property, net 367,633 -
________ _________
315,002 1,259
Income tax expense 6,000 -
________ _________
Income from discontinued operations 309,002 1,259
Net income (loss) $307,183 $(110,787)
======== =========
Per Common Share:
Net loss from continuing operations $ (0.66) $ (38.23)
Income from discontinued operations 112.57 0.43
________ _________
Net income (loss) $ 111.91 $ (37.80)
======== =========
The accompanying notes are an integral part of the Financial Statements.
2
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF CASH FLOW
FOR THE QUARTERS ENDED OCTOBER 31
(Unaudited)
(Restated)
10/31/03 10/31/02
__________ _________
Cash flows from operating activities:
Net income (loss) $ 307,183 $(110,787)
Adjustments to reconcile net income (loss)
to net cash used in operating
activities:
Depreciation and amortization 10,436 25,281
Gain on the disposal of assets (367,633) -
Gain on the surrender of common stock (72,000) -
(Increase) decrease in:
Receivables 61,371 (12,086)
Prepaid expenses and other current (6,675) (13,075)
Increase (decrease) in:
Accounts payable (15,896) 35,569
Accrued expenses (13,240) (19,503)
Accrued income taxes 6,000 -
Discontinued operations 28,761 -
__________ _________
Net cash used in
operating activities (61,693) (94,601)
__________ _________
Cash flows from investing activities:
Purchase of property and equipment (11,808) -
Net proceeds from the sale of property 1,182,090 -
__________ _________
Net cash provided by
investing activities 1,170,282 -
__________ _________
Cash flows from financing activities:
Repurchase of Common Stock (120) -
Net payments on lines of credit (47,500) -
Principal payments on capital lease
obligation (1,062) (1,242)
Principal payments on long-term debt (475,096) (10,201)
__________ _________
Net cash used in
financing activities (523,778) (11,443)
__________ _________
Net increase (decrease) in cash 584,811 (106,044)
Cash at beginning of the year 21,944 326,995
__________ _________
Cash at end of period $ 606,755 $ 220,951
========== =========
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest $ 5,952 $ 10,824
========== =========
The accompanying notes are an integral part of the Financial Statements.
3
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE A - MANAGEMENT'S STATEMENT
In the opinion of management the accompanying unaudited financial statements
contain all adjustments (all of which are normal and recurring in nature)
necessary to present fairly the financial position of Lincoln International
Corporation at October 31, 2003 and July 31, 2003 and the results of operations
for the fiscal quarters ended October 31, 2003 and October 31, 2002. The notes
to the financial statements contained in the 2003 Form 10-K should be read in
conjunction with these financial statements.
NOTE B - CRITICAL ACCOUNTING POLICIES
GOING CONCERN: The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As reflected in
the accompanying financial statements, the Company has incurred recurring net
losses and negative cash flows from operations over the prior three years which
raises substantial doubt about the Company's ability to continue as a going
concern. As more fully discussed in Notes D and K, management has developed
plans to address these issues. The financial statements do not include any
adjustments that might result from the Company being unable to continue as a
going concern.
GOODWILL: Prior to August 1, 2002, goodwill was amortized on a straight-line
basis over five years. At July 31, 2002, goodwill, net of accumulated
amortization of $78,813, was $138,987. Beginning August 1, 2002, goodwill is no
longer amortized, but is evaluated at least annually for impairment, and more
frequently under certain conditions.
NOTE C - RESTATEMENT
The financial statements for the quarter ended October 31, 2002 have been
restated to eliminate amortization expense of $9,926 to comply with the
Company's adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" which
was made effective for the Company as of August 1, 2002. The effect of this
adjustment increased net income in the prior year quarter by $9,926.
NOTE D - DISCONTINUED OPERATIONS
On August 22, 2003, the Company sold its last remaining commercial office rental
property for $1,260,000 and incurred a net gain on the sale of $367,633. At the
sale closing, the Company paid off its first and second mortgages against the
property of $485,551 and $57,599, respectively. After closing fees, taxes and
other adjustments, the Company received net proceeds of $637,664.
4
With this sale, the Company has discontinued operations in its Rental Property
division. The Company has recorded a loss of $52,631 representing the costs to
settle obligations related to this operation of which $28,761 remains an accrued
liability as of October 31, 2003.
NOTE E - INCOME TAXES
The Company has accumulated substantial net operating loss carryforwards that
have historically been sufficient to offset its taxable income and eliminate
federal and state income taxes. However, local tax statutes do not allow for the
use of net operating loss carryforwards resulting in an income tax liability in
periods with taxable income including the current period. Accordingly, the
Company has accrued a $6,000 liability for estimated income taxes as of October
31, 2003.
NOTE F - NOTE RECEIVABLE
On August 8, 2003, the Company sold the remaining collateral securing its Note
Receivable for $8,000. The collateral was sold "as-is", without recourse, and
with indemnification by the purchaser in regard to any and all claims arising
including manufacturing defects. As of July 31, 2003, the Company had provided
for an allowance for doubtful accounts totaling $72,062 against the gross asset
balance of $80,062. No further expense was recorded at the time of the sale.
NOTE G - OTHER RECEIVABLE
On August 12, 2003, the Company received a payment of $56,298 as the final
installment due for the purchase of its payroll client list under a Purchase and
Sale Agreement dated December 5, 2002. Currently, no further agreements or
obligations exist between the Company and the buyer except for a surviving
provision in the Purchase and Sale Agreement for the Company not to engage in
payroll preparation services through December 5, 2005.
NOTE H - LITIGATION SETTLEMENT
On October 17, 2003, the Company settled the lawsuit it filed in October 2002
against former employees of the Company and a new company they formed to compete
with the Company's Accounting USA division. Terms of the settlement include the
return of 200 shares of Common Stock in the Company owned by a former officer,
as well as other agreements regarding non-solicitation of clients and
non-competition. The 200 shares surrendered to the Company were valued at
$72,000 and have been retired. A non-operating gain of $72,000 was recorded in
the current period to account for this transaction.
NOTE I - LINE OF CREDIT
On October 30, 2003, the Company entered into a one-year Revolving Note and
Security Agreement (the Note) with a commercial bank in the amount of $53,000 to
re-finance an existing bank loan. Any advances under the line of credit will be
secured by funds in a money market account in that bank. The line has an
outstanding balance of $0 as of October 31, 2003. On January 30, 2004, this
Revolving Note was paid-in-full and the line was closed.
5
NOTE J - CHANGE IN CONTROL
In October 2003, certain shareholders representing 77% of the issued and
outstanding capital stock in the Company, entered into an agreement with a
third-party to acquire all of their shares subsequent to the removal of all
assets, liabilities, contracts and operations from the Company. All other
shareholders will continue to hold their shares in the Company which is expected
to remain public. Closing of this transaction is subject to satisfactory
completion of due diligence and documentation, which is expected sometime in the
Company's fourth fiscal quarter.
NOTE K - SUBSEQUENT EVENTS
On January 30, 2004, the Company transferred substantially all of its operating
assets to its wholly-owned subsidiary, AUSA, Inc. Thereafter, the Company
declared a distributive dividend to its stockholders of record on January 30,
2004 of all the shares of common stock of AUSA, Inc. so that each stockholder of
the Company will receive a share of AUSA, Inc. common stock for each share of
common stock of the Company owned by such stockholder on January 30, 2004.
Excluded from the assets transferred by the Company to AUSA, Inc. were cash and
deposit account balances of approximately $450,000, which funds have been
retained by the Company as well as liabilities estimated to be approximately
$33,000.
On April 28, 2004, the Company made a loan of $30,000 to AUSA, Inc. for general
corporate purposes. The loan is unsecured, bears an annual interest rate of
5.0%, and is payable on demand. The Company has no commitments to make
additional loans or advances to AUSA, Inc. in the future.
6
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Lincoln International Corporation ("Lincoln" or the "Company"), is a Kentucky
corporation that was incorporated in 1960. During the reporting period, the
Company was engaged in providing bookkeeping services to small and medium sized
businesses primarily in Louisville, Kentucky through its Accounting USA
division, and the rental of commercial office property located in Louisville,
Kentucky through its Rental Property division. During the current reporting
period, Lincoln sold its last rental property and discontinued operations of the
Rental Property division. On January 30, 2004, Lincoln distributed to its
stockholders its operating company, AUSA, Inc., containing its bookkeeping
business and no longer has any operations.
ACCOUNTING USA
Accounting USA was founded in 1999 and provides accounting/bookkeeping services
for small to medium sized businesses primarily in the metropolitan area of
Louisville Kentucky. Accounting USA has developed and provides Internet access
for its clients into its accounting platform. The business is not seasonal nor
is it dependant on any particular customers. Direct competition for the
outsourcing of the accounting/payroll business is to the belief of Lincoln
minimal in the Louisville, Kentucky metropolitan area. Many small to medium
sized businesses employ in-house personnel to perform the accounting/bookkeeping
responsibilities for their company. Some CPA firms and small bookkeeping firms
provide bookkeeping services for their clients although this is usually done on
a historical basis as compared with or contrasted to the services provided by
Accounting USA on a "real time" basis. Accounting USA's core functions are:
accounts payable; accounts receivable; job cost; bank reconciliation; time and
billing; and financial statements. Accounting USA also provides numerous
customized financial reports to its clients. The primary market channels for
Accounting USA are direct sales and business referrals from banks, CPA's or
other businesses. The operating plan of Accounting USA has been to develop its
systems and services in the Louisville market and then to offer its services in
other metropolitan markets around the country. Management believes the services
of Accounting USA meets a unique market niche, particularly with the Internet
access available to its clients. Given that the outsourcing of
accounting/bookkeeping can save clients up to 40% of the cost of doing the same
service in-house, management believes that the outsourcing concept of Accounting
USA has potential for future expansion and growth. Accounting USA does not
replace the services performed by the client's CPA, such as tax preparation and
audits. Accordingly, CPA's often find the bookkeeping performed on behalf of
their client facilitates the provision of their professional services. At this
time it is undecided as to what extent Lincoln will continue to provide
assistance and support to the start-up efforts of Accounting USA.
REAL ESTATE OPERATIONS
During recent years the Company has been involved in the business of owning and
leasing commercial real estate. At one time, the Company owned properties
located at 2200, 2300, and 2211 Greene Way, and 11860 Capital Way in Louisville,
Kentucky. However, during the current fiscal quarter, the Company has liquidated
its real estate portfolio and discontinued these operations.
7
RESULTS OF OPERATIONS
QUARTER ENDED OCTOBER 31, 2003 COMPARED TO THE QUARTER ENDED OCTOBER 31, 2002
Revenue for the quarter declined $91,290, or 36.0%, due to an estimated $42,498
loss of payroll services revenue resulting from the sale of this operation in
December 2002, and to a $48,792 decline in accounting services revenue. A
significant majority of the decline in accounting services revenue resulted from
the departure of the former President of the Accounting USA division and will
not be recovered. The loss of these revenues was the subject of a lawsuit
brought by the Company in October 2002 that was settled in October 2003 and is
more fully described in Note H. The Company discontinued operations of its
Rental Property division during the current quarter and has reclassified all
related revenue and expenses as net non-operating income. The Company continues
to generate new sales in its Accounting USA division, however, significant sales
growth is dependent upon the availability of capital, development of a
successful marketing plan, and additional strategic alliances.
Gross profits increased $11,219, or 23.2%, to $59,532 in the quarter due to a
significant reduction in labor costs in the Accounting USA division. Direct
operating costs declined $102,509, or 50.0%, to $102,661 in the current quarter
primarily due to the closing of the payroll operations and to lower employment
costs in the Accounting USA division due to staff reductions.
The loss from operations improved $32,825, or 31.8%, to a loss of $70,387 in the
current quarter primarily as a result of lower labor costs in the Accounting USA
division. Total selling, general and administrative costs decreased $21,606, or
14.3%, to $129,919 for the quarter. Total depreciation costs were also lower as
certain computer equipment with three-year lives became fully depreciated.
Net losses from continuing operations improved $110,227 to a loss of $1,819 in
the first fiscal quarter compared to a loss of $112,046 in the prior year. The
improvement was primarily due to a smaller operating loss and a non-operating
gain of $72,000 from a litigation settlement (Note H).
Net income increased $417,970 to $307,183 compared with a loss of $110,787 in
the prior year due to a gain on the sale of rental property. The Company
incurred net income of $309,002 from its discontinued Rental Property division
in the current period compared with net income of $1,259 from this operation in
the prior year. Net income from this division includes a net gain on the sale of
the Company's sole remaining rental property of $367,633. This gain was
partially offset by operating losses in the division of $52,631 and an accrued
income tax expense of $6,000 for local taxes (Note E).
Inflation has not had any material impact during the last 3 years on net revenue
or income from operations. Except as described above, the Company has had no
material benefit from increases in its prices for services during the last three
years.
LIQUIDITY AND CAPITAL RESOURCES
Cash increased $584,811 to $606,755 at the end of the first fiscal quarter due
primarily to the net cash proceeds from the sale of the Company's sole remaining
rental property. The sale of the real estate property was completed on August
22, 2003 resulting in the repayment of $543,150 in mortgage debt and receipt of
$637,664 in net cash at settlement. With the disposition in January 2004 of its
Accounting USA operations, the Company has no material ongoing capital or
liquidity commitments.
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ACQUISITION OR DISPOSITION OF ASSETS
On August 8, 2003 the Company sold the remaining "bass boats" it had helped
finance the manufacturing of, to Nu Legend Boats at 108 Marshall Street,
Stanton, KY. The boats were sold "as-is" with no recourse to the Company as well
as an indemnification by the purchaser with regard to any and all claims arising
including manufacturing defects. The Company will have to write-off $48,700 of
the original $90,500 purchase price for these boats. The original borrower,
Admiralty Boats, filed bankruptcy within a year of the financing and the claim
has been filed although it has been indicated that there will be no assets to
satisfy claims. The Company is attempting to liquidate the boats and has had
them with a reputable dealer in Corbin, KY, with two boats in Florida and one in
California. The entire boat industry had become "extremely soft", and it had
become difficult to sell a discontinued line of boat with no manufacturer's
warranty in place. Over time the boats had been sitting, and there had been some
additional deterioration as well as additional costs and that the boats did not
have trailers or motors and had to be sold as part of a package. The Company had
sold one boat approximately a year and a half to two years ago at an auction at
Nashville, KY and received only $1,000 for that boat so it was determined that
to salvage the boat at this point in time rather than invest future funds was
not only appropriate but recommended.
On August 22, 2003 the Company sold commercial property located at 2211 Greene
Way for $1,260,000. The Company received a written opinion from Walter Wagner,
Jr. Co., the real estate Company listing the property, concerning the
reasonableness of the sale and the "soft market" for commercial real estate in
the Louisville area, and particularly in the area of this commercial property.
As part of that transaction the Company paid off a $485,559 first mortgage and a
$57,599 second mortgage with Commonwealth Bank & Trust Co., Louisville, KY.
After closing fees and other adjustments, the Company recorded $637,664 in net
cash.
ITEM 4: CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Company's management has
evaluated, with the participation of the Chief Executive Officer and the Chief
Financial Officer, the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by the Company's last Annual
Report on Form 10-K. Based on this evaluation, the Chief Executive Officer and
the Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information the Company is required to
disclose in reports that it files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. There has not been any
change in the Company's internal controls over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
9
LINCOLN INTERNATIONAL CORPORATION
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of May 27, 2004, the Company has no litigation current, pending or threatened
against it. The Company has settled a lawsuit that was filed in October of 2002
that included alleged violations of a non-compete agreement and various other
claims against former employees. The suit was settled on October 17, 2003 with
Mr. & Mrs. Brian W. McDonald returning 200 shares (approximately 7.2% of the
Company's issued and outstanding stock) as part of the settlement as well as an
extension of the Non-Compete Agreement with Mr. McDonald for an additional year
through 2005 as well as barring Accounting Advantage, the Company established by
former Accounting USA division employees, from soliciting or receiving former or
current customers of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT INDEX
Exhibit No. Description
___________ ___________
16.1 Letter from Moore Stephens Potter, LLP regarding change in
Certifying Accountant(1)
31 Section 302 Certification
32 Section 906 Certification
__________________
1 Incorporated by reference to designated exhibit to the Company's Annual Report
for the fiscal year ending July 31, 2003 filed on Form 10-K filed with the
Securities and Exchange Commission filed on April 7, 2004 (File No. 000- 05767).
(b) Lincoln International Corporation was not required to file a Form 8K during
the current quarter.
SIGNATURE
Pursuant to the requirement 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.
LINCOLN INTERNATONAL CORPORATION
/s/ ____________________________
Name: Thurman L. Sisney
Title: President & Treasurer
Date: May 27, 2004
10