Form 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended October 31, 2004 Commission file No. 0-05767
LINCOLN INTERNATIONAL CORPORATION
---------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 61-0575092
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(State of other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
641 Lexington Avenue, 25th Floor
New York, New York 10022
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(Address or principal executive offices) (Zip Code)
(Registrants Telephone Number, Including Area Code) (212) 421-1616
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 |X| NO |_|
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: 2,610 shares
of the (no-par) voting common stock.
LINCOLN INTERNATIONAL CORPORATION
INDEX
PAGE(S)
Part I: Financial Information
Item 1. Financial Statements:
Balance Sheets as of October 31, 2004
and July 31, 2004
Statements of Operations for the three months
ended October 31, 2004 and October 31, 2003
Statements of Cash Flows for the three months
ended October 31, 2004 and October 31, 2003
Notes to the Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 3. Controls and Procedures
Part II: Other Information
Item 4. Submission of Matters of a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
LINCOLN INTERNATIONAL CORPORATION
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS
(Unaudited)
10/31/04 7/31/04
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ASSETS
Current assets:
Cash $ 7,354 $ --
Income tax refund receivable 527 --
----------- -----------
Total current assets 7,881 --
----------- -----------
Total assets $ 7,881 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 15,180 $ 35,000
Note payable 45,000 --
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Total current liabilities 60,180 35,000
Stockholders' equity:
Common stock, no par value, 3,000,000 shares
authorized, 2,610 issued and outstanding
(2,610 on 7/31/04) 1,918,622 1,918,622
Accumulated deficit (1,970,921)
(1,953,622)
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Total stockholders' equity (52,299) (35,000)
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Total liabilities and
stockholders' equity $ 7,881 $ --
=========== ===========
The accompanying notes are an integral part of the Financial Statements.
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED:
(UNAUDITED)
10/31/04 10/31/03
--------- ---------
Revenues $ -- $ --
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Costs and expenses:
Cost of revenues -- --
Selling, general and administrative expenses 17,706 22,309
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Total costs and expenses 17,706 22,309
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Loss from operations (17,706) (22,309)
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Other income (expense):
Interest expense, net (120) (2,855)
Gain on surrender of common stock -- 72,000
Miscellaneous income 527 --
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Total other income, net 407 69,145
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Net income (loss) from
continuing operations (17,299) 46,836
Discontinued operations (Note C):
Loss from operations -- (101,286)
Gain on sale of property and equipment -- 367,633
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-- 266,347
Income tax expense -- 6,000
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Net income from discontinued operations -- 260,347
Net income (loss) $ (17,299) $ 307,183
========= =========
Per Common Share:
Net income (loss) from $ (6.63) $ 17.06
continuing operations
Net income from discontinued -- 94.84
operations
--------- ---------
Net income (loss) $ (6.63) $ 111.90
========= =========
The accompanying notes are an integral part of the Financial Statements.
LINCOLN INTERNATIONAL CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED:
(Unaudited)
10/31/04 10/31/03
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Cash flows from operating activities:
Net income (loss) $ (17,299) $ 307,183
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization -- 10,436
Gain on the disposal of assets -- (367,633)
Gain on the surrender of common stock -- (72,000)
(Increase) decrease in:
Receivables (527) 61,371
Prepaid expenses and other assets -- (6,675)
Increase (decrease) in:
Accounts payable -- (15,896)
Accrued expenses (19,820) (13,240)
Accrued income taxes -- 6,000
Discontinued operations -- 28,761
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Net cash used in
operating activities (37,646) (61,693)
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Cash flows from investing activities:
Purchase of property and equipment -- (11,808)
Net proceeds from the sale of property -- 1,182,090
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Net cash provided by
investing activities -- 1,170,282
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Cash flows from financing activities:
Repurchase of Common Stock -- (120)
Net payment on line of credit -- (47,500)
Principal payments on capital lease obligation -- (1,062)
Principal payments on long-term debt -- (475,096)
Proceeds from notes payable 45,000 --
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Net cash provided by (used)
in financing activities 45,000 (523,778)
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Net increase in cash 7,354 584,811
Cash at beginning of the year -- 21,944
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Cash at end of period $ 7,354 $ 606,755
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -- $ 5,952
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The accompanying notes are an integral part of the Financial Statements.
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 ("Lincoln" or the "Company") at October 31, 2004 and July 31, 2004
and the results of operations for the three months ended October 31, 2004 and
October 31, 2003. The notes to the financial statements contained in the 2004
Form 10-KSB 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
operating 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 described in ITEM 2, management is addressing
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 - DISCONTINUED OPERATIONS
On August 22, 2003, the Company sold its last remaining commercial office rental
property for $1,260,000 ($1,182,090 after closing fees, taxes and other
adjustments) and incurred a net gain on the sale of $367,633. At the sale
closing, the Company paid off principal and interest of its first and second
mortgages against the property of $485,551 and $57,599, respectively. The
Company received net cash proceeds of $637,664.
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 received 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, securities
and deposit account balances of approximately $450,000, which funds were
retained by the Company as well as liabilities estimated to be approximately
$33,000.
Pretax results of discontinued operations by business segment are as follows:
1Q05 1Q04
---- ----
Segment:
Rental Property division:
Loss from operations $ -- $ (52,631)
Gain of sale of property & equipment -- 367,633
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-- 315,002
Accounting USA division:
Loss from operations -- (48,655)
Combined:
Loss from operations -- (101,286)
Gain of sale of property & equipment -- 367,633
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$ -- $ 266,347
========= =========
NOTE D - 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 first fiscal quarter of 2004 to account for this transaction.
NOTE E - SUBSEQUENT EVENTS
On November 3, 2004, Lincoln International Corporation (a Kentucky corporation)
was re-domesticated from Kentucky to Delaware. This was effectuated by merging
Lincoln International Corporation (a Kentucky corporation) into Lincoln
International Corporation (a Delaware Corporation), a subsidiary formed
specifically to effect this re-domestication.
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 was incorporated in 1960 in the Commonwealth
of Kentucky. During the first fiscal quarter of 2005 ended October 31, 2004, the
Company had no commercial operations. In the comparable period a year ago, 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. In the first fiscal quarter of
2004 ended October 31, 2003, the Company sold its last rental property and
discontinued operations of the Rental Property division. In the second fiscal
quarter of 2004 ended January 31, 2004, the Company distributed to its
stockholders its operating company, AUSA, Inc., containing the Accounting USA
division. From that point forward, the Company has not had any commercial
operations. On November 3, 2004, Lincoln International Corporation (a Kentucky
corporation) was re-domesticated from Kentucky to Delaware by merging it with a
Delaware corporation formed specifically to facilitate this re-domestication.
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. Lincoln
no longer provides any financial assistance or support to the development
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. In recent years, the Company has owned
properties located at 2200, 2300, and 2211 Greene Way, and 11860 Capital Way in
Louisville, Kentucky. However, during the first fiscal quarter of 2004, the
Company liquidated its real estate portfolio and discontinued these operations.
Developments During the First fiscal Quarter of 2005
On August 6, 2004, certain shareholders representing 83.3% of the Company's
issued and outstanding shares sold their stock to a third party. The new
controlling shareholder has acquired the Common Stock of the Company as an
investment. In connection with the acquisition of the Common Stock all directors
and officers of the Company resigned and two designees selected by the new
principal owner were elected to the Board of Directors. The new Board of
Directors then elected two new officers who serve, respectively, as (a)
President and Secretary and (b) Treasurer and Assistant Secretary.
On September 27, 2004, the Company's principal shareholder made a $25,000 loan
to the Company for general corporate purposes. The note is payable on demand,
accrues interest at an annual rate of 9.0%, and is convertible into 218 shares
of common stock. The agreement also includes a warrant to purchase 218 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
On October 20, 2004, a Schedule 14C Information Statement was filed by the
Company providing Notice of Action to be Taken by Written Consent of the
Stockholders. This action has been taken to authorize the merger of the Company,
a Kentucky corporation, into its wholly-owned subsidiary, Lincoln International
Corporation, a Delaware corporation, for the purpose of changing the state of
incorporation from Kentucky to Delaware. This transaction was subsequently
completed on November 3, 2004.
On October 28, 2004, the Company's principal shareholder advanced an additional
$15,000 to the Company under the same terms and conditions as the September 27,
2004 promissory note described above. The additional advance is convertible into
131 shares of common stock and also includes a warrant to purchase 131 shares of
common stock at a strike price of $114.94 per share for a period of five years.
The strike price equals the price per share paid in the August 6, 2004 stock
purchase transaction which is believed to approximate fair market value.
RESULTS OF OPERATIONS
Three Months Ended October 31, 2004 Compared to the Three Months Ended October
31, 2003
The Company had no commercial operations in the first fiscal quarter of 2005 as
all previous business operations were sold or discontinued in the prior year. In
the first fiscal quarter of 2004, the Company was in the process of liquidating
its Rental Property division and preparing to spin-off its Accounting USA
division to shareholders through a dividend distribution. Following the
completion of these transactions, financial results of these divisions have been
reclassified as discontinued operations.
The Company incurred $17,706 in operating expenses in the first fiscal quarter
of 2005 related to the maintenance of its corporate organization. These expenses
were largely professional fees for legal, accounting, and administrative
services. Other income and expenses consisted of $120 of interest expense
accrued on a note payable to the Company's principal shareholder and $527 of
income related to an income tax refund due. The net loss for the quarter totaled
$17,299.
In the first fiscal quarter of 2004, corporate administrative expenses totaled
$22,309. Other income and expenses consisted of $2,855 in net interest expense
and a gain of $72,000 from the surrender of common stock under a litigation
settlement agreement. Net income from continuing operations totaled $46,836. The
Company earned $266,347 from discontinued operations including losses of
$101,286 from the Rental Property and Accounting USA divisions and a $367,633
pretax gain on the sale of rental property. After income tax of $6,000, the
Company earned net income of $307,183 for the quarter.
Inflation has not had any material impact during the last 3 years on net revenue
or income from operations. The Company has had no material benefit from
increases in its prices for services during the last three years.
LIQUIDITY AND CAPITAL RESOURCES
In 2004, Lincoln liquidated and distributed substantially all of its assets,
liabilities and operations and, therefore, only has expenses related to
maintaining the corporate shell on an ongoing basis. On September 27, 2004, the
Company's principal shareholder loaned the Company $25,000 for general corporate
purposes. On October 28, 2004, the principal shareholder increased the loan
amount to $45,000. The Company will require additional capital if it is to meet
its current and future obligations.
ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3: 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-KSB. 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-QSB that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
LINCOLN INTERNATIONAL CORPORATION
PART II: Other Information
ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS
The Company recently mailed an information statement on Schedule 14C to our
stockholders. This information statement provided information to our
stockholders regarding the decision by the Company's Board of Directors and
majority stockholder to re-domesticate the Company from Kentucky to Delaware.
This information statement was sent to all stockholders of record as of
September 30, 2004. No proxies were solicited from our stockholders as the
Company's majority stockholder had already approved this re-domestication
through an action by written consent. Subsequently, the Company completed its
re-domestication after the end of the reporting period.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
Exhibit No. Description
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22.1 Definitive Information Statement filed with the Securities
and Exchange Commission on October 20, 2004
(Incorporated by Reference).
(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/ DEREK CALDWELL
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Name: Derek L. Caldwell
Title: President and Chief Executive Officer
Date: December 15, 2004