SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended September 30, 2007
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file No. 0-24805
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Littlefield Corporation
-----------------------
(Exact name of small business issuer as specified in its charter)
Delaware 74-2723809
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2501 North Lamar Blvd., Austin TX 78705
---------------------------------------
(Address of principal executive offices)
(512) 476-5141
--------------
(Issuer's telephone number)
Check whether the issuer (1) 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 [ X ] NO [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES [ ] NO [ X ]
As of September 30, 2007, the Issuer had 11,328,404 shares of its Common Stock,
par value $0.001 per share outstanding.
Transitional Small Business Disclosure Format: YES [ ] NO [ X ]
Littlefield Corporation
FORM 10-QSB
For the quarter ended September 30, 2007
INDEX
Part I. Financial Information
Item 1. Financial Statements
a) Consolidated Statements of Operations for the Three Months
Ended September 30, 2007 and2006.............................. 2
b) Consolidated Statements of Operations for the Nine Months
Ended September 30, 2007 and2006.............................. 4
c) Consolidated Balance Sheet as of September 30, 2007........... 6
Consolidated Statements of Cash Flows for the Nine
d) Months Ended September 30, 2007 and 2006...................... 7
e) Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition And Results of Operations........................... 16
Item 3 Controls and Procedures 18
Part II. Other Information
Item 1. Legal Proceedings.................................... 19
Item 6. Exhibits............................................. 19
Signatures 19
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Littlefield Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended September 30, 2007 2006
----------- -----------
REVENUES:
Entertainment $2,130,630 $1,822,417
Hospitality 868,102 1,000,272
Other 14,534 35,242
----------- -----------
TOTAL REVENUES 3,013,266 2,857,931
----------- -----------
DIRECT COSTS AND EXPENSES:
Direct salaries and other compensation 703,030 728,033
Rent and utilities 667,788 642,012
Other direct operating costs 823,092 821,057
Depreciation and amortization 168,058 153,060
License expense 34,660 35,289
Provision for doubtful accounts -- 34,104
----------- -----------
TOTAL COSTS AND EXPENSES 2,396,628 2,413,555
----------- -----------
GROSS MARGIN 616,638 444,376
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and other compensation 301,799 202,885
Legal and accounting fees 182,957 317,746
Depreciation and amortization 29,079 30,487
Share-based compensation expense 14,311 14,311
Other general and administrative 167,927 169,357
----------- -----------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 696,073 734,786
GAIN ON DISPOSITION OF FIXED ASSETS 11,002 5,701
----------- -----------
OPERATING INCOME (LOSS) (68,433) (284,709)
OTHER INCOME AND EXPENSES:
Interest and investment income 24,324 50,699
Interest expense ($1,688 and $7,877 respectively to related parties) (93,105) (73,345)
Other income and (expense) -- --
----------- -----------
TOTAL OTHER INCOME AND EXPENSES (68,781) (22,646)
----------- -----------
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (137,214) (307,355)
PROVISION FOR INCOME TAXES 4,132 33,156
----------- -----------
NET INCOME (LOSS) (141,346) (340,511)
OTHER COMPREHENSIVE INCOME 0 0
----------- -----------
NET COMPREHENSIVE INCOME (LOSS) ($141,346) ($340,511)
=========== ===========
See notes to consolidated financial statements.
2
Littlefield Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended September 30, 2007 2006
---------- -----------
Basic earnings per share ($ 0.012) ($ 0.031)
=========== ===========
Diluted earnings per share ($ 0.012) ($ 0.031)
=========== ===========
Weighted average shares outstanding - basic 11,325,469 10,833,341
=========== ===========
Weighted average shares outstanding - diluted 11,325,469 10,833,341
=========== ===========
See notes to consolidated financial statements.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Littlefield Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Nine months Ended September 30, 2007 2006
------------ -----------
REVENUES:
Entertainment $ 6,646,077 $5,990,736
Hospitality 3,486,253 3,323,155
Other 38,226 78,126
------------ -----------
TOTAL REVENUES 10,170,556 9,392,017
------------ -----------
DIRECT COSTS AND EXPENSES:
Direct salaries and other compensation 2,277,071 2,099,540
Rent and utilities 1,927,928 1,882,134
Other direct operating costs 2,546,373 2,321,147
Depreciation and amortization 482,593 482,652
License expense 95,336 106,179
Provision for doubtful accounts -- 101,165
------------ -----------
TOTAL COSTS AND EXPENSES 7,329,301 6,992,817
------------ -----------
GROSS MARGIN 2,841,255 2,399,200
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and other compensation 855,346 493,335
Legal and accounting fees 404,830 396,057
Depreciation and amortization 86,208 81,130
Share-based compensation expense 42,933 95,669
Other general and administrative 528,475 409,014
------------ -----------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 1,917,792 1,475,205
GAIN ON DISPOSTION OF FIXED ASSETS 23,100 10,047
------------ -----------
OPERATING INCOME 946,563 934,042
OTHER INCOME AND EXPENSES:
Interest and investment income 56,357 94,667
Interest expense ($11,813 and $23,630 respectively to related parties) (345,275) (181,710)
Other income and (expense) (4,398) 37,527
------------ -----------
TOTAL OTHER INCOME AND EXPENSES (293,316) (49,516)
------------ -----------
NET INCOME BEFORE PROVISION FOR INCOME TAXES 653,247 884,526
PROVISION FOR INCOME TAXES 54,335 63,930
------------ -----------
NET INCOME 598,912 820,596
OTHER COMPREHENSIVE INCOME 4,713 0
------------ -----------
NET COMPREHENSIVE INCOME $ 603,625 $ 820,596
============ ===========
See notes to consolidated financial statements.
4
Littlefield Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Nine months Ended September 30, 2007 2006
----------- ----------
EARNINGS PER SHARE:
Basic earnings per share $ 0.054 $ 0.077
=========== ===========
Diluted earnings per share $ 0.053 $ 0.076
=========== ===========
Weighted average shares outstanding - basic 11,187,178 10,696,316
=========== ===========
Weighted average shares outstanding - diluted 11,345,558 10,841,168
=========== ===========
5
Littlefield Corporation
CONSOLIDATED BALANCE SHEET (Unaudited)
ASSETS
------
September 30, 2007
-----------------
Current Assets:
Cash and cash equivalents $ 2,697,791
Accounts receivable, net of allowance for doubtful accounts of $148,734 675,291
Other prepaid expenses and current assets 275,335
Note receivable 5,588
-----------------
Total Current Assets 3,654,005
-----------------
Property and Equipment - at cost, net of accumulated depreciation and amortization 6,726,415
Other Assets:
Goodwill 4,905,111
Intangible assets, net 706,571
Other non-current assets 190,804
-----------------
Total Other Assets 5,802,486
-----------------
TOTAL ASSETS $ 16,182,906
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Long term debt, current portion 194,339
Long term debt, legal settlements, current portion 253,363
Trade accounts payable 284,669
Accrued expenses 1,056,440
-----------------
Total Current Liabilities 1,788,811
-----------------
Long-term Liabilities:
Long term debt, net of current portion 3,491,110
Long term debt, legal settlements, net of current portion 423,834
Long term debt-related party 42,000
-----------------
Total Long-term Liabilities 3,956,944
-----------------
Total Liabilities 5,745,755
-----------------
Stockholders' Equity:
Common stock, $0.001 par value, (authorized 20,000,000 shares, issued 12,344,139 shares,
outstanding 11,328,404 shares) 12,344
Additional paid-in-capital 23,783,982
Treasury stock - 1,015,735 shares, at cost (1,293,521)
Accumulated deficit (12,065,654)
-----------------
Total Stockholders' Equity 10,437,151
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,182,906
=================
See notes to consolidated financial statements.
6
Littlefield Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine months Ended September 30, 2007 2006
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 598,912 $ 820,596
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 568,801 563,782
Stock based compensation expense 42,933 95,669
Gain on disposition of fixed assets (23,100) --
Allowance for bad debt and write-offs -- 34,104
Increase (decrease) in cash flows as a result of changes in asset and liability account
balances:
Accounts receivable 413,449 335,663
Other assets and licenses 362,311 (76,393)
Trade accounts payable 20,031 (248,119)
Accrued expenses and other current liabilities (203,737) (219,514)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,779,600 1,305,788
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment expenditures (1,336,673) (286,688)
Proceeds from the sale of property and equipment 29,252 --
Proceeds from the sale of investments 3,741 --
Proceeds from collection of note receivable 1,603 1,184,214
------------ ------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (1,302,077) 897,526
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable, legal settlements and capital leases (1,223,066) (1,223,222)
Proceeds from issued shares 476,560 --
Proceeds from note payable 401,958 --
Collection of subscription receivable -- 46,000
Proceeds from options exercised 15,250 158,000
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (329,298) (1,019,222)
------------ ------------
NET INCREASE IN CASH 148,225 1,184,092
CASH AT BEGINNING OF PERIOD 2,549,566 618,972
------------ ------------
CASH AT END OF PERIOD $ 2,697,791 $ 1,803,064
============ ============
See notes to consolidated financial statements.
7
Littlefield Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Nine months Ended September 30, 2007 2006
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments:
Interest $331,460 $162,014
======== ========
Income taxes $ 65,087 $156,779
======== ========
Non-cash transactions:
Issuance of treasury stock for deferred compensation and 401K plan $ 46,506 $ 24,403
======== ========
See notes to consolidated financial statements.
8
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2007
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NOTE 1 - PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION.
--------------------------------------------------------------------------------
The unaudited consolidated financial statements include the accounts of
Littlefield Corporation and its wholly owned subsidiaries (the "Company"). The
financial statements contained herein are unaudited and, in the opinion of
management, contain all adjustments necessary for a fair presentation of
financial position, results of operations and cash flows for the periods
presented. The preparation of the consolidated financial statements in
conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities and the
reported amount of revenue and expenses during the reported period. Actual
results could differ from these estimates. Where appropriate, items within the
consolidated financial statements have been reclassified to maintain consistency
and comparability for all periods presented.
The operating results for the nine month period ended September 30, 2007 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2007. Except for historical information contained herein,
certain matters set forth in this report are forward looking statements that are
subject to substantial risks and uncertainties, including the impact of
government regulation and taxation, customer attendance and spending,
competition, and general economic conditions, among others. This Quarterly
Report on Form 10-QSB contains "forward-looking" statements as such term is
defined in the Private Securities Litigation Reform Act of 1995 and information
relating to the Company and its subsidiaries that are based on the beliefs of
the Company's management. When used in this report, the words "anticipate,"
"believe," "estimate," "expect," and "intend" and words or phrases of similar
import, as they relate to the Company or its subsidiaries or Company management,
are intended to identify forward-looking statements. Such statements reflect the
current risks, uncertainties and assumptions related to certain factors
including, without limitations, competitive factors, general economic
conditions, customer relations, relationships with vendors, the interest rate
environment, governmental regulation and supervision, seasonality, distribution
networks, product introductions and acceptance, technological change, changes in
industry practices, onetime events and other factors described herein and in
other filings made by the company with the Securities and Exchange Commission,
based upon changing conditions, should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.
--------------------------------------------------------------------------------
NOTE 2 - PROPERTY AND EQUIPMENT.
--------------------------------------------------------------------------------
Property and equipment at September 30, 2007 consists of the following:
Land $740,467
Buildings 3,344,168
Leasehold improvements 4,630,137
Rental inventory and bingo equipment 1,982,190
Equipment, furniture and fixtures 2,399,009
Automobiles 451,433
----------
13,547,404
Less: Accumulated depreciation and
amortization (6,820,989)
----------
Property and equipment, net $6,726,415
==========
Total depreciation expense, for owned and leased assets, charged to operations
for the nine months ended September 30, 2007 and 2006 was approximately $546,700
and $542,200 respectively.
9
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2007
--------------------------------------------------------------------------------
NOTE 3 - GOODWILL & OTHER INTANGIBLE ASSETS.
--------------------------------------------------------------------------------
Goodwill at September 30, 2007 is as follows:
Gross
Carrying Accumulated
Amount Amortization Total
------------- ------------ ----------
Goodwill $6,704,375 $(1,799,264) $4,905,111
============= ============ ==========
Entertainment Hospitality Total
------------- ------------ ----------
Balance at December 31, 2006 $4,533,727 $371,384 $4,905,111
Goodwill acquired during the year --- --- ---
Impairment losses --- --- ---
Goodwill disposed during the year --- --- ---
------------- ------------ ----------
Balance at September 30, 2007 $4,533,727 $ 371,384 $4,905,111
============= ============ ==========
Intangible assets at September 30, 2007 consists of the following:
Gross
Carrying Accumulated
Amount Amortization Total
------------ ------------ ----------
Intangible Assets with Indefinite
Lives:
Bingo licenses $694,720 (51,974) $642,746
Intangible Assets with Finite
Lives:
Covenants not to compete $297,500 (233,675) $ 63,825
----------
Intangible Assets, Net of
Accumulated Amortization $706,571
==========
Amortization expense charged to operations for the nine months ended September
30, 2007 and 2006 was approximately $22,125 and $21,600 respectively.
--------------------------------------------------------------------------------
NOTE 4 - SHAREHOLDERS' EQUITY.
--------------------------------------------------------------------------------
At September 30, 2007 the Company holds 1,015,735 treasury shares at an average
purchase cost of $1.27.
10
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2007
--------------------------------------------------------------------------------
NOTE 5 - SHARE BASED PAYMENTS.
--------------------------------------------------------------------------------
Effective January 1, 2006, the Company adopted FASB Statement of Financial
Accounting Standards No. 123R (Revised 2004), Share-Based Payment, which
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements based on the provisions of SFAS 123 issued
in 1995. We have adopted this statement using the modified prospective method of
implementation, whereby the prospective method records the compensation expense
from the implementation date forward, but leaves prior periods unchanged.
The Company recorded approximately $42,900 in compensation expense in the nine
month period ended September 30, 2007 related to options issued under its
stock-based incentive compensation plans. This includes expense related to both
options issued in the current year and options issued in prior years for which
the requisite service period for those options includes the current year. The
fair value of these options was calculated using the Black-Scholes options
pricing model. For options issued in 2006, the following assumptions were used:
dividend yield of 10%, expected volatility of 68%, risk-free interest rate of
5.0% and an expected life of 7 years. There were no options issued in the nine
month period ended September 30, 2007.
--------------------------------------------------------------------------------
NOTE 6 - EARNINGS PER SHARE.
--------------------------------------------------------------------------------
A reconciliation of basic to diluted earnings per share is as follows:
Nine months ended September 30, 2007 2007 2006 2006
------------------------------- Basic Diluted Basic Diluted
---------- ---------- ---------- ----------
Numerator:
Net income (loss) $598,912 $598,912 $820,596 $820,596
========== ========== ========== ==========
Denominator:
Weighted average shares outstanding 11,187,178 11,187,178 10,696,316 10,696,316
Effect of dilutive securities:
Preferred stock --- --- --- ---
Stock options and warrants --- 158,380 --- 144,852
---------- ---------- ---------- ----------
Weighted average shares outstanding 11,187,178 11,345,558 10,696,316 10,841,168
========== ========== ========== ==========
Earnings (loss) per share $0.054 $0.053 $0.077 $0.076
========== ========== ========== ==========
Stock options to acquire 76,500 and 67,500 shares for the nine months ended
September 30, 2007 and 2006, respectively were excluded in the computations of
diluted EPS because the effect of including the stock options would have been
anti-dilutive.
11
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2007
--------------------------------------------------------------------------------
NOTE 7 - COMPREHENSIVE INCOME.
--------------------------------------------------------------------------------
The Company has adopted Financial Accounting Standards Board Statement No.
130, Reporting Comprehensive Income. Statement No. 130 establishes new rules for
the reporting and display of comprehensive income and its components; however,
the adoption of this Statement has no impact on net income or shareholders'
equity. Statement No. 130 requires unrealized gains or losses to be included in
other comprehensive income.
The components of comprehensive income for the nine months ended September 30,
2007 and 2006 are as follows:
2007 2006
----------- -----------
Net income $ 598,912 $820,596
Other comprehensive income
Reclassification adjustment
for loss on sale of
investments
included in net
income 4,713 --
----------- -----------
4,713 --
----------- -----------
Total comprehensive income $603,625 $820,596
=========== ===========
--------------------------------------------------------------------------------
NOTE 8 - INCOME TAXES.
--------------------------------------------------------------------------------
The Company recorded approximately $54,000 and $64,000 of state income tax
expense, respectively, for the nine months ended September 30, 2007 and 2006.
The Company does not expect to incur material federal income tax charges until
the depletion of its accumulated federal income tax loss carry-forwards, which
totaled approximately $6,800,000 at December 31, 2006 that begin expiring in the
year 2015.
--------------------------------------------------------------------------------
NOTE 9 - RELATED PARTY TRANSACTIONS.
--------------------------------------------------------------------------------
In 2002, the President was awarded a $300,000 bonus. In August 2007, the Board
of Directors approved and payment was made to the President and CEO for the
accrued bonus and accrued interest thereon. The Company accrued $11,813 in
interest in 2007 and $18,282 in 2006 on this liability.
During 2006, the Company renewed the employment agreement with its President and
CEO; in accordance with this agreement, the Company accrued $18,000 and $0 of
deferred compensation in the nine months ended September 30, 2007 and 2006,
respectively.
The President and CEO of the Company had personally guaranteed $300,000 of a
note payable to a third party lender, in the original total amount of $540,000.
The note was paid in full in May 2005. The Company accrued a total of $61,125 in
loan guaranty fees to him in 2002. During the fourth quarter of 2006, the Board
unanimously approved repayment of the loan guarantee fee and interest thereon
and these amounts were paid in December 2006.
The Company purchased the President's office furniture and antiques for a total
price of $105,650 in July 2002. This amount was set up on a note payable with
interest only payments for 4 years at 6.75% with the principal amount due in
July 2006 as a balloon payment. During the fourth quarter of 2006, the Board
unanimously approved repayment of the office furniture note. During the nine
months ended September 30, 2006 the President was paid interest in the amount of
$5,348. The note was paid in full in December 2006.
12
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) September 30, 2007
--------------------------------------------------------------------------------
NOTE 10 - COMMITMENTS AND CONTINGENCIES.
--------------------------------------------------------------------------------
Generally speaking, the Securities and Exchange Commission guidelines require a
company to report any pending legal and/or regulatory proceedings that involves
a claim for damages in excess of ten percent (10%) of its current assets. The
litigation and proceedings discussed below do not necessarily meet this
threshold, but are included in the interest of full disclosure. In general, the
Company will vigorously defend itself against all claims to the fullest extent
possible.
The Company is obligated to make payments over approximately the next three
years in settlement of litigation that was concluded in prior periods. At
September 30, 2007, the carrying value of these obligations was $677,197. The
Company is current in all its settlement payment obligations.
Littlefield Corporation f/k/a/ American Bingo and Gaming v. Philip Furtney,
Case No.: 2001 CA 4000, Circuit Court of the Twelfth Judicial Circuit in and for
Manatee County, Florida.
In this case, Littlefield seeks recovery from Philip Furtney for fraud,
negligent misrepresentations, and breach of guaranty. This litigation arises
from the 1995 acquisition of three Florida bingo centers by a predecessor,
American Bingo & Gaming Corporation, from two corporations controlled by Phillip
Furtney - Pondella Hall for Hire, Inc., and 800438 Ontario. Several months after
the acquisition of the three centers, the Florida Attorney General's office
obtained an indictment against two American Bingo subsidiaries and brought a
civil proceeding related to two of the three centers for alleged gambling
related offenses. The indictment and civil litigation were the result of an
investigation that had been ongoing for over one year prior to the acquisition
of the centers. Furtney was aware of the investigation and its serious nature,
but did not disclose the investigation to American Bingo. In fact, the
agreements related to the sale specifically and falsely stated that there were
not any ongoing governmental investigations. American Bingo settled the
litigation brought by the Florida Attorney General and sold its Florida centers
as a condition of the settlement. The resolution of this long pending matter was
substantially delayed when Furtney, a citizen of Canada and part time resident
of Mexico would not permit his United States attorney to accept service of the
Complaint. Littlefield was successfully in finally serving Furtney when he was
in the United States in 2005 to attend related litigation.
Furtney recently passed away, several months before the scheduled trial date. In
the event a defendant dies following the commencement of litigation, the Florida
Rules of Civil Procedure provides that a plaintiff may substitute the
defendant's estate as the defendant and continue to pursue the claim to
judgment. The company is in the process of substituting Furtney's estate as the
defendant and intends to vigorously pursue the claim for all damages related to
the purchase of the Florida centers, including all sums paid in the acquisition,
all costs incurred by American Bingo in the litigation with the state of
Florida, and judgments Littlefield was required to pay to Pondella and 800438
Ontario as a result of related litigation.
South Carolina Department of Revenue v. Littlefield Corporation, Midlands
Promotions, Inc., Low Country Promotions, Inc. ,and Gamecock Promotions, Inc.,
05- ALJ-17-0413-CC
The South Carolina Department of Revenue issued an administrative bingo
violation against the above referenced parties alleging that the Company has an
unlawful number of bingo promoter licenses. The Department of Revenue seeks to
revoke all but 5 bingo promoter licenses held by the Company's South Carolina
subsidiaries and seeks a $5,000 penalty. The Department of Revenue has moved to
pierce the corporate veil of the Company to thereby attribute the promoter
licenses to the Company. The Department of Revenue's theory is that the three
South Carolina subsidiaries are invalid corporations and that as a matter of law
the Company is the holder of the 12 promoter licenses at issue. South Carolina
law provides that a promoter may only have 5 licenses. The Company moved for
summary judgment and it was denied. However, certain originally named charities
were dismissed from the lawsuit. The case has been stayed until co-counsel
returns from active military duty, which is expected to occur around August of
2008. The Company is vigorously defending itself and asserts that it is not the
holder of the promoter licenses but rather that its lawfully formed subsidiaries
are separate corporations that each holds a lawful number of the promoter
licenses.
13
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
--------------------------------------------------------------------------------
NOTE 10 - COMMITMENTS AND CONTINGENCIES.
--------------------------------------------------------------------------------
Amy Ramon, et al v. Clark C. Lilly, et al; Cause No. 2006-535,397 in the
237th District Court of Lubbock County, Texas.
This case has been resolved by the payment by Littlefield of a total of $25,000
which was divided among the six plaintiffs. The plaintiffs have executed
comprehensive releases and the litigation against Littlefield and its
subsidiaries has been dismissed with prejudice. Neither Littlefield nor its
subsidiaries admitted any liability or fault in connection with the settlement.
Settlement was reached during the week before scheduled October 15, 2007 trial
after the Court had denied two motions filed by Littlefield and its subsidiaries
for summary judgment. Littlefield had maintained a vigorous defense in this case
because neither the plaintiffs nor the bingo manager were employees of
Littlefield or its subsidiaries or subject to their control. However, both
management of Littlefield and litigation counsel concluded that the cost of
settling this case upon these terms would be less than trying the case to a
completely favorable verdict. Littlefield intends to attempt to recover its
attorneys fees and the amount paid in settlement from the charities which were
the employers of the plaintiffs. These efforts are in a very early stage. The
charities named as defendants settled with the plaintiffs prior to Littlefield's
settlement.
By way of background, this proceeding is the result of the consolidation of four
separate lawsuits. Littlefield Corporation, Meeks Management Company (sued as
Meeks Management Corporation), and Littlefield Charitable Bingo Management
Consulting, Inc., (and other non-related parties including the charities) were
defendants in this case. The Plaintiffs are six former employees of various
charities which conducted bingo games in a bingo hall leased to the charities by
Meeks Management Company. The plaintiffs claimed that the charities' bingo hall
manager sexually harassed them and fired them in retaliation for filing a
complaint with the Equal Employment Opportunity Commission. Littlefield and its
subsidiaries were sued upon the theory that they were employers of the
plaintiffs and the manager and that they exercised control over the plaintiffs
employment.
Hamby Volunteer Fire Department, Trustee of the Ambler Charities Unit Trust
v. Littlefield Corporation, d/b/a Ambler Bingo, Inc.; Cause No.24140-B, 104
Judicial District Court of Taylor County, Texas.
Plaintiff filed suit against the Corporation alleging breach of contract and
violation of the Bingo Enabling Act. The Corporation has filed an answer denying
all of the Plaintiff's claims. The Company is vigorously defending itself and
has also filed a motion to dismiss the lawsuit on the ground that Plaintiff
filed suit against the wrong entity. At this time, the district court has not
ruled on the Corporation's motion.
Texas Lottery Commission Notice of Opportunity to Show Compliance.
Texas Charities, Inc., a subsidiary of the Corporation licensed by the Texas
Lottery Commission ("Commission") as a commercial lessor pursuant to the Bingo
Enabling Act ("Act"), received a Notice of Opportunity to Show Compliance
("Notice") from the Commission's Charitable Bingo Division ("Division") dated
July 27, 2007. The Notice indicated that the Division had reason to believe that
Texas Charities, Inc. had violated the Act by improperly extending credit. Texas
Charities, Inc. disputes the Division's interpretation and intends to exercise
its opportunity to show compliance. However, if the matter cannot be settled
with the Division, it may be referred to the State Office of Administrative
hearings for a hearing on the matter.
14
Littlefield Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
--------------------------------------------------------------------------------
NOTE 11 - SEGMENTS.
--------------------------------------------------------------------------------
The Company's Chief Operating Decision Maker ("CODM"), the President and CEO,
evaluates performance and allocates resources based on a measure of segment
profit or loss from operations. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies except that depreciation and amortization are allocated to
each segment from functional department totals based on certain assumptions
which include, among other things, revenues. Also, the Company's CODM does not
view segment results below gross profit (loss), therefore, general and
administrative expenses, net interest income, other income, and the provision
for income taxes are not broken out by segment below.
The entertainment segment encompasses charitable bingo hall operations in Texas,
Alabama, and South Carolina. The hospitality segment includes income from party
and tent rentals, catering services and event planning fees. These segments were
identified based on the different nature of the services and legislative
monitoring and, in general, the type of customers for those services.
A summary of the segment financial information reported to the CODM for the nine
months ended September 30, 2007 and 2006 is as follows:
September 30, 2007
------------------
Entertainment Hospitality Adjustment Consolidated
------------- ----------- ------------- ------------
Revenue $ 6,646,000 $3,486,000 $ 39,000 $10,171,000
Depreciation and Amortization 305,000 178,000 86,000 569,000
Segment profit (loss) 3,118,000 (314,000) (2,206,000) 598,000
Segment Assets 27,552,000 1,487,000 (12,856,000) 16,183,000
September 30, 2006
------------------
Entertainment Hospitality Adjustment Consolidated
------------- ----------- ------------- ------------
Revenue $ 5,991,000 $3,323,000 $ 78,000 $ 9,392,000
Depreciation and Amortization 302,000 181,000 81,000 564,000
Segment profit (loss) 2,601,000 (268,000) (1,512,000) 821,000
Segment Assets 24,600,000 1,342,000 (10,285,000) 15,657,000
The Adjustments generally represent other corporate expenses and revenue, other
income, depreciation and amortization related to corporate assets, corporate
gains and losses on disposition of assets, inter-company eliminations and
corporate capital expenditures to reconcile segment balances to consolidated
balances.
A summary of items included in the "Adjustment" follows:
2007 2006
------------ ------------
Gross profit - other revenue $ 37,000 $ 66,000
General and administrative expense (1,919,000) (1,474,000)
Gain on disposition of fixed assets 23,000 10,000
Other income and expenses (293,000) (50,000)
Provision for income taxes (54,000) (64,000)
------------ ------------
Total "Adjustment" $(2,206,000) $(1,512,000)
============ ============
--------------------------------------------------------------------------------
NOTE 12 - SUBSEQUENT EVENTS.
--------------------------------------------------------------------------------
None
15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
During the first nine months of 2007, we continued to improve revenue and gross
profit in our Entertainment and Hospitality segments. These improvements were
partially offset by certain increases in General and Administrative expenses and
interest expense. Earnings in the first nine months of 2007 included
approximately $372,000 of notable items: $254,000 for legal expenses related to
legal cases and regulatory matters, $75,000 related to business development
expenses associated with opening a new market, and $43,000 of non-cash expenses
related to stock-based compensation. Earnings in the first nine months of 2006
included approximately $354,000 of notable items: legal settlement expense,
$183,000; legal expenses, $51,000; restatement expenses, $62,000 and $96,000 of
non-cash expenses related to stock-based compensation offset by $38,000 from
insurance proceeds and fixed asset sales.
Revenues
The following table sets forth the Company's revenues by segment for the nine
months ended September 30, 2007 and 2006:
2007 2006 Change % Change
----------- ---------- --------- ---------
Total Revenues $10,171,000 $9,392,000 $779,000 8%
Entertainment 6,646,000 5,991,000 655,000 11%
Texas 4,111,000 3,707,000 404,000 11%
South Carolina 1,415,000 1,183,000 232,000 20%
Alabama 1,120,000 1,101,000 19,000 2%
Hospitality 3,486,000 $3,323,000 $163,000 5%
Other 39,000 78,000 (39,000) NM
During the first nine months of 2007, total revenues for the Company increased
8% over 2006 with both Entertainment and Hospitality segments contributing to
the increase in revenue. Entertainment revenue rose 11% with Texas being the
most significant contributor. South Carolina's improvement reflected changes in
management agreements and bingo tax rates. The Entertainment segment accounted
for 65% of total revenues compared with 64% of total revenues in 2006. By state,
Entertainment revenues for Texas, South Carolina and Alabama were 62%, 21%, and
17% of total Entertainment revenue respectively compared to 62%, 20% and 18% in
2006. Hospitality revenue increased 5% over the prior year reflecting the
contribution of larger customers and events. Hospitality accounted for 34% of
total revenues in 2007, compared to 35% of total revenues in 2006. Other revenue
includes other ancillary services and miscellaneous revenue not reported as
segment revenue.
Costs and Expenses
Cost of services increased 5% over the comparable nine-month prior year period.
This, in conjunction with the higher revenue growth of 8%, resulted in an
improvement of gross profit percent (gross profit as a percent of sales) to
27.9% from 25.5% in 2006. Overall, total gross profit increased 18% or $442,000
over the prior year. The table below summarizes gross profit by segment for the
nine months ended September 30, 2007 and 2006:
2007 2006 Change % Change
----------- ----------- ---------- ---------
Total Gross Profit $2,841,000 $2,399,000 $ 442,000 18%
Entertainment 3,118,000 2,601,000 517,000 20%
Hospitality (314,000) (268,000) (46,000) NM
Other $ 37,000 $ 66,000 ($29,000) NM
The increase in gross profit was mainly attributed to higher revenues and
management's concentration on cost containment throughout the organization. The
Entertainment gross profit as a percent to sales increased to 46.9% versus 43.4%
respectively for 2007 and 2006. The 2007 Hospitality gross margin loss widened
largely as a result of costs associated with self-promotion events.
Direct salaries and other compensation were up 8% over the prior year
representing staff additions corresponding to the higher revenues especially in
the Hospitality segment. Rent and utilities in 2007 were up approximately 2%
over 2006. In 2007 and 2006, we did not recognize lease costs on a straight-line
basis as provided in SFAS 13, paragraph 15 and FTB 85-3 for leases entered into
prior to October 2007. Instead, lease costs were recognized based on payments
made or accrued during each month. If the Company had recognized lease expense
on a straight-line basis in 2007 and 2006, total lease costs would not have
materially changed the Company's financial results. In general, the Company
enters into long term leases underlying its operations. At the same time, the
Company generally enters into agreements which are renewed annually with its
customers. This permits the Company to adjust its customer agreements in
response to general price increases and limits the effect of lease escalation
clauses. Generally, the Company's leases are triple net.
16
Other direct operating costs in 2007 were up 10% over the prior year, mainly due
to higher food and supplies costs associated with the increased revenue and
sub-rental expenses than incurred in 2006 and costs associated with renovating
certain bingo halls. License expense was down $11,000 as a result of the timing
of the payment of licenses. The provision for doubtful accounts was reduced to
0% versus 1.0% of sales last year.
Depreciation and amortization expense totaled approximately $569,000 ($483,000
Cost of Services plus $86,000 G&A) in 2007 versus $564,000 in the prior year.
General and administrative expenses, excluding related depreciation expense and
the noted business development and legal fees totaled approximately $1,460,000
in 2007, compared to approximately $1,002,000 in 2006, an increase of about
$458,000. The increase mainly related to staff additions, compensation
adjustments, sundry expenses and the timing of accrued incentive expenses.
Other income and expense was an expense of approximately $293,000 for 2007,
compared to approximately $50,000 in 2006. The difference mainly stems from
higher interest expense and the noted 2006 insurance proceeds. The higher 2007
interest expense mainly reflects the financing of legal settlements during 2006.
Our income tax expense for 2007 was approximately $54,000 compared to $64,000 in
2006, all of which is related to the expected effective tax rate for state
income taxes. As of December 31, 2006, the Company had a net operating loss
available for carryover on its federal income taxes of approximately $6,800,000.
Net Income
----------
During the first nine months of 2007, we realized net income of approximately
$599,000; $0.05 per basic and $0.05 per fully diluted share. Net income for 2006
was $821,000; $0.08 per basic and $0.08 per fully diluted share. The weighted
average number of basic Common Stock shares outstanding totaled 11,187,178 in
2007 compared to 10,696,316 in 2006. The increase in shares outstanding mainly
represents the sale of 400,000 shares of common stock in 2007.
Earnings in the first nine months of 2007 included approximately $372,000 of
notable items: $254,000 for legal expenses related to legal cases and regulatory
matters, $75,000 related to business development expenses associated with
opening a new market, and $43,000 of non-cash expenses related to stock-based
compensation.
Earnings in the first nine months of 2006 included approximately $354,000 of
notable items: legal settlement expense, $183,000; legal expenses, $51,000;
restatement expenses, $62,000 and $96,000 of non-cash expenses related to
stock-based compensation offset by $38,000 from insurance proceeds and fixed
asset sales.
Adjusted for the noted items above, the adjusted net income during the first
nine months of 2007 was $971,000 and basic earnings per share were $0.09 per
share in 2007 versus an adjusted net income of $1,175,000 and basic earnings per
share of $0.11 last year.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents at September 30, 2007, totaled approximately
$2,698,000 and represented 17% of total assets of approximately $16,183,000.
Current assets totaled approximately $3,654,000. Current liabilities totaled
$1,789,000. Working capital was approximately $1,865,000 with a current ratio of
2.0 to 1 compared to approximately 1.2 to 1 in September 2006.
Cash provided by operating activities for the nine months ended September 30,
2007, totaled approximately $1,780,000 compared to cash provided of $1,306,000
during 2006. Cash flows provided by operating activities in 2007 were increased
by net income of approximately $599,000, non-cash depreciation expense of
approximately $569,000, stock based compensation of approximately $43,000 and by
other net changes in asset and liability accounts and gain on the disposition of
fixed assets of approximately $569,000 which mainly represent improved
collections of accounts receivable and the removal of a restriction on certain
assets as a result of our refinancing.
Net cash used in investing activities totaled approximately $1,302,000 for
capital expenditures mainly for bingo hall renovations and leasehold
improvements during the nine months ended September 30, 2007. This compared to
net cash provided by investing activities of approximately $898,000 in 2006. In
2006, cash was used in the amount of approximately $286,000 for the purchase of
capital assets and offset by the collection of a note receivable in the amount
of approximately $1,184,000.
17
Cash used in financing activities in 2007 totaled approximately $329,000,
compared to net cash used in financing activities in 2006 of approximately
$1,019,000. During the first nine months of 2007, approximately $477,000 of cash
proceeds were obtained through the sale of common stock, approximately $402,000
was obtained from our refinancing, $15,000 provided by exercised options and
$1,223,000 was used for the payment of notes payable and legal settlement
obligations. In 2006, approximately $204,000 of financing was obtained from
proceeds from options exercised and the collection of subscription receivable
and $1,223,000 was used for the payment of notes payable and legal settlements
and capital lease obligations.
At September 30, 2007, we had approximately $16,183,000 in total assets with
total liabilities of approximately $5,746,000 and approximately $10,437,000 of
shareholders' equity. Total assets include approximately $2,698,000 in cash,
$675,000 of net accounts receivable, other current assets of $281,000,
$6,726,000 of net property and equipment, $5,612,000 of intangible assets, and
$191,000 of other assets. Total liabilities primarily consist of accounts
payable of approximately $285,000 and notes payable obligations of approximately
$3,685,000, legal settlement obligations of $677,000 and accrued and
related-party liabilities of $1,099,000.
In 2007, we plan to continue to use our cash generated from operations to make
leasehold improvements and renovations in our bingo operations. We also plan to
use advantageous combinations of bank financing, seller financing, treasury
stock, and cash on new bingo hall acquisitions when favorable terms can be
obtained.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls
The Company's management evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer, the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Disclosure controls and procedures are designed with the
objective of ensuring that (i) information required to be disclosed in the
Company's reports filed under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and (ii) the information is accumulated and communicated
to management, including the principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosures.
Based upon their evaluation, our management including the Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures (as defined in Rule 13a-15(e) or 15 d - 15(e) under the
Securities Exchange Act) are effective, as of the end of the period covered by
this report on Form 10-QSB, to ensure that information required to be disclosed
by us in the reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC rules and forms.
There have been no changes in our internal control over financial reporting
during the quarter ended September 30, 2007, that have materially affected or
are reasonably likely to materially affect, our internal control over financial
reporting.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our disclosure
controls or our internal controls over financial reporting will prevent all
error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, but not absolute, assurance that the
objectives of a control system are met. Further, any control system reflects
limitations on resources, and the benefits of a control system must be
considered relative to its costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within Littlefield
Corporation have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or
by management override of a control. A design of a control system is also based
upon certain assumptions about potential future conditions; over time, controls
may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and may not be detected.
18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of material pending legal proceedings, see Note 10 to the
unaudited Consolidated Financial Statements included in Part I hereof, which
Note 10 is incorporated herein by reference.
Item 6. Exhibits
31.1 Rule 31a-14(a) / 15d-14(a) Certifications
32.1 Section 1350 Certifications
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Littlefield Corporation
November 14, 2007
By:
/s/ JEFFREY L MINCH
-------------------
Jeffrey L. Minch
President and Chief Executive Officer
/s/ RICHARD S. CHILINSKI
------------------------
Richard S. Chilinski
Chief Financial Officer
19