-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfDDXUTjoY09qUM5stOtzBZ5816vMM4azcOL+m+qkQEHTwtCrRGodJo+4lpOP4/B ggauPyQhy/eb5KzSY1EpiA== 0000950147-98-000371.txt : 19980513 0000950147-98-000371.hdr.sgml : 19980513 ACCESSION NUMBER: 0000950147-98-000371 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19980512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES AIRCRAFT CORP CENTRAL INDEX KEY: 0000350129 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 953518487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09974 FILM NUMBER: 98616482 BUSINESS ADDRESS: STREET 1: 3121 E. GREENWAY RD STE201 CITY: PHOENIX STATE: AZ ZIP: 85032 BUSINESS PHONE: 6027871351 MAIL ADDRESS: STREET 1: 3121 E. GREENWAY RD #201 CITY: PHOENIX STATE: AZ ZIP: 85032 10-Q 1 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- QUARTERLY REPORT UNDER SECTION 13 OF 15(d) of the Securities Exchange Act of 1934 ----------------------------- For quarter ended June 30, 1997 Commission file number 0-9974 ------------- ------ UNITED STATES AIRCRAFT CORPORATION ---------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-3518487 - ------------------------------- ----------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER I.D. NUMBER) INCORPORATION OR ORGANIZATION) 3121 E. Greenway Rd. Phoenix, Arizona 85032 - ---------------------------------------- ----------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (602) 765-0500 - ------------------------------------------------- (REGISTRANT'S TELEPHONE NO., INCLUDING AREA CODE) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 X No ------ ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of June 30, 1997. NUMBER OF SHARES CLASS ------------------------ ------------- 6,732,504 Class A 4,962,801 Class B UNITED STATES AIRCRAFT CORPORATION COMMISSION FILE NUMBER 0-9974 FORM 10-Q INDEX Page No. -------- PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheets June 30, 1997 (Unaudited) and September 30, 1996 3 Consolidated Statements of Operations (Unaudited) for the Three and Nine Months ended June 30, 1997 and 1996 4 Consolidated Statements of Cash Flows (Unaudited) for the Three and Nine Months Ended June 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION SIGNATURES 8 2 United States Aircraft Corporation and Subsidiaries Consolidated Balance Sheets June 30, 1997 and September 30, 1996 June 30,1997 September 30, 1996 Assets (Unaudited) ------ ----------- ----------------- Current Assets Cash $ 5,597 $ 10,137 Accounts receivable 46,880 54,834 Prepaid expenses 8,140 7,191 ----------- ----------- Total current assets 60,617 72,162 Advance to officer 3,394 30,584 Landheld for development 531,903 Property & equipment, net of accumulated depreciation 57,277 58,504 Plans and specifications 1 1 Goodwill, net 93,897 78,278 Course materials 16,210 17,683 Other 50,292 21,457 ----------- ----------- 813,591 278,669 ----------- ----------- Liabilities & Stockholder's Equity Current Liabilities Current portion of long-term debt 41,000 41,137 Convertible debentures & related accrued interest 79,386 74,059 Accounts payable 32,777 22,320 Accrued expenses 58,788 36,211 Unearned tuition 42,699 35,298 ----------- ----------- 254,650 209,025 Long term debt, net of current portion 23,592 31,967 Trust deed notes payable with land held for development as collateral 501,000 Stockholders' Equity Capital stock Class A: $.50 par value, 10,000,000 shares authorized, 6,732,504 issued 3,366,252 3,141,252 Class B: $.001 par value, 5,000,000 shares authorized, 4,962,801 issued 4,963 4,963 Paid in capital (383,827) (203,827) Retained earnings (deficit) (2,953,039) (2,904,711) ----------- ----------- 34,349 37,677 ----------- ----------- $ 813,591 $ 278,669 ----------- ----------- The accompanying notes are an integral part of these statements. 3 United States Aircraft Corporation and Subsidiaries Consolidated Statements of Operations For the Three Months Ended and Nine June 30, 1997 and 1996 (Unaudited)
Three Months Ended Nine Months Ended June 30 June 30 1997 1996 1997 1996 ---- ---- ---- ---- Revenue $ 151,916 $ 150,316 $ 401,812 $ 348,109 ------------ ------------ ------------ ------------ Expenses Expenses Personnel expenses 92,918 84,178 255,461 213,116 Facility cost 15,409 9,611 37,967 23,082 Other operating cost 28,286 23,355 83,787 65,278 General and administration 20,525 15,137 48,447 20,447 ------------ ------------ ------------ ------------ 157,138 132,281 425,662 321,923 ------------ ------------ ------------ ------------ Income (loss) before interest expense, depreciation and amortization (5,222) 18,035 (23,850) 26,186 Interest Expense 3,662 3,368 10,767 10,200 Depreciation and amortization 4,571 3,665 13,711 9,862 ------------ ------------ ------------ ------------ Net income (loss) $ (13,455) $ 11,002 $ (48,328) $ 6,124 ------------ ------------ ------------ ------------ Net income (loss) per share $ (.001) $ .001 $ (.004) $ .001 ------------ ------------ ------------ ------------ Weighted number of shares Outstanding 11,695,305 11,245,305 11,494,379 10,663,360 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these statements. 4 United States Aircraft Corporation and Subsidiaries Consolidated Statements of Cash Flows For the Three Months and Nine Months Ended June 30, 1997 and 1996 (Unaudited)
Three Months Ended Nine Months Ended June 30 June 30 ------- ------- 1997 1996 1997 1996 ---- ---- ---- ---- Cash Flows From Operating Activities Net income (loss) $ (13,455) $ 11,002 $ (48,328) $ 6,124 Adjustments to reconcile net to cash used by operating activities Depreciation 2,481 2,482 7,443 6,311 Amortization 2,090 1,154 6,268 3,552 Class A Shares in payment of services 37,500 37,500 Net increase (decrease) in current liabilities and (increase) decrease in accounts receivable prepaid expense and other assets 10,431 (28,002) 50,571 (29,704) --------- --------- --------- --------- Net cash provided by (used by) operating activities 1,547 24,136 15,954 (23,783) --------- --------- --------- --------- Cash flows from investing activities Cash provided from acquisition of Western College, Inc. 4,145 Increase in goodwill-Western College, Inc. acquisition (20,000) Acquisition of land held for development (3,374) (531,903) Disposition (acquisition) of equipment (1,322) (6,216) (1,155) --------- --------- --------- --------- Net cash provided by (used by) investing activities (4,696) (558,119) 2,990 --------- --------- --------- --------- Cash flows from financing activities Trust deed notes payable for land acquisition 501,000 Issuance of Class A Common shares for: Land acquisition 25,000 Contingent shares-Western College, Inc. Acq 20,000 (Decrease) in long-term debt (2,985) (17,227) (8,375) (19,599) --------- --------- --------- --------- Net cash provided by (used by) financing activities (2,985) (17,227) 537,625 (19,599) --------- --------- --------- --------- Net increase (decrease) in cash (6,134) 6,909 (4,540) 7,174 Cash, Beginning of Period 11,731 5,924 10,137 5,659 --------- --------- --------- --------- Cash, End of Period $ 5,597 $ 12,833 $ 5,597 $ 12,833 --------- --------- --------- ---------
The accompanying notes are an integral part of these statements. 5 UNITED STATES AIRCRAFT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 (UNAUDITED) AND SEPTEMBER 30, 1996 NOTE 1 - Basis of Presentation --------------------- The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. 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, all adjustments considered necessary for a fair presentation have been included. For further information, refer to the audited financial statements and footnotes thereto included in the Company's Form 10-K for the year ended September 30, 1996. NOTE 2 - Summary of Significant Accounting Policies ------------------------------------------ Basis of Consolidation ---------------------- The consolidated financial statements include the accounts of United States Aircraft Corporation and its subsidiaries (hereinafter referred to as "the Company"). All intercompany transactions have been eliminated in consolidation. For further information concerning significant accounting policies, refer to the audited financial statements and footnotes thereto in the Company's Form 10-K for the year ended September 30, 1996. NOTE 3 - Land Acquisition ---------------- On November 8, 1996, the Company entered into an agreement to acquire 35.66 acres of raw land in Glenn County, California, for $700,000, which for financial reporting purposes has been recorded at $526,000. The acquisition, completed in February 1997, was funded through the issuance of 250,000 shares of the Company's Class A common stock, the issuance of a $171,000 first deed of trust, bearing interest at 14.5% per annum, payable in monthly installments of interest only at $2,066, with the remaining principal balance due February, 1999, and a seller carryback of $330,000 payable in monthly installments of interest only, bearing interest at 10% per annum, with the entire principal balance due February 2001. The Company intends to develop the land as a recreational vehicle park. Note 4 - Subsequent Events: ------------------ In July 1997 the Company acquired certain assets of Travel Easy, Inc. a Phoenix, Arizona full service travel agency in exchange for the assumption of approximately $70,000 of liabilities and the issuance of Class A common shares. In August 1997, the Company acquired the assets of FirsTravel another Phoenix, Arizona full service travel agency for the assumption of approximately $17,000 in liabilities. On November 1, 1997 the two agencies were combined and the Company's travel agency is being operated as division under the name of FirsTravel. The acquisition will be accounted for as purchases and included in operations from the date of purchase. The company determined to discontinue its real estate brokerage and property management operation and in September 1997, sold its subsidiary Hansen & Associates, Inc. dba Property Masters. The sale resulted in a gain of approximately $50,000. 6 Item 2. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations Results of Operations ------------------------------------------- The company operates a real estate training school through its wholly owned subsidiaries Western College, Inc. and Ford Schools, Inc. and a real estate brokerage and property management firm through its wholly owned subsidiary Hansen & Associates, Inc. d.b.a. Property Masters. Comparison nine months ended June 30, 1997 to 1996 The (loss) before interest, depreciation and amortization expenses increased by $50,036 primarily because of operating cost increases related to the expansion of the real estate training operations. Operating expenses increased by $103,739 including a $42,345 increase in personnel expenses, a $14,885 increase in facility costs, a $18,509 increase in other operating cost, and a $28,000 increase in general and administrative expense. Revenue increased by $53,703 consisting of increases in real estate training tuition of $79,166 and offset by a decrease in real estate brokerage and other revenue of $25,463. Interest increased by $567 and depreciation and amortization increased by $3,849. Comparison three months ended June 30,1997 to 1996 The (loss) before interest, depreciation and amortization expenses increased by $23,257 primarily because of operating costs increases related to the expansion of the real estate training operations. Operating expenses increased by $24,857 including a $8,740 increase in personnel expenses, a $5,798 increase in facility costs, a $4,931 increase in other operating costs, and a $5,388 increase in general and administrative expense. Revenue increased by $1600 consisting of increases in real estate training tuition of $ 23,426 and offset by a decrease in real estate brokerage and other revenue of $21,826. Interest increased by $294 and depreciation and amortization increased by $906. Financial Condition and Liquidity and Capital Resources ------------------------------------------------------- The working capital deficit increased by $57,170 from September 30, 1996 to $194,033. Property and equipment decreased by $1,227 due to acquisitions of equipment of $6,216 offset by depreciation of $7,443. Goodwill increased by $20,000 due to the issuance of 200,000 Class A shares of common stock pursuant to the acquisition of Western College, Inc. offset by amortization of $4,381. Current liabilities increased by $45,625 from September 30, 1996 to $254,650. Included in current liabilities are $56,450 of convertible debentures and $22,936 of related accrued interest that were due on December 31, 1996. The debentures and interest have not been paid and the Company believes that they will eventually be retired through conversion to the Company's Class A common stock, although no assurance can be given that such a conversion will be elected by the debenture holders. Long-term debt decreased by $8,375 due to payments. The Company's management has continued its program to expand the services operations through further expansion of its existing operations plus the acquisition of other service organizations. Working capital continues to limit the expansion of the Company although the Company in February 1997 acquired 35.66 acres of undeveloped land for 250,000 Class A shares of its common stock plus approximately $500,000 of trust deed notes payable. The Company intends to plan the development of the parcel and to use the land as collateral for a $100,000 loan to provide an interim resolution to the working capital deficiency. Additionally, the Company is aggressively investigating acquisitions of services operations that are compatible with the existing operations and that can be acquired for the Company's common stock or with debt that is retired from the cash flow from the acquired operation. Further, the Company plans to complete a private placement aggregating approximately $150,000 to provide working capital, fund the acquisitions and retire a portion of the long-term debt. No assurance can be given that the acquisitions will be completed or the private placement will be successful. 7 PART II. Other Information ----------------- Item 6. Exhibits and Reports on Form 8-K -------------------------------- None SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNITED STATES AIRCRAFT CORPORATION ---------------------------------- Date: 1-13-98 /s/ Harry V. Eastlick ---------- --------------------------------------------------- Harry V. Eastlick, President and Chief Executive Officer Date: 1-13-98 /s/ Harry V. Eastlick ---------- --------------------------------------------------- Harry V. Eastlick, Acting Chief Financial Officer 8 EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 1 U.S. DOLLARS 9-MOS SEP-30-1997 OCT-01-1996 JUN-30-1997 1 5,597 0 46,880 0 0 60,617 121,750 64,473 813,591 254,650 524,592 0 0 3,366,252 (3,331,903) 813,591 401,812 401,812 425,662 425,662 13,711 0 10,767 (48,328) 0 (48,328) 0 0 0 (48,328) (.004) (.004)
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