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LTFD.OB > SEC Filings for LTFD.OB > Form 10-Q on 16-Nov-2009All Recent SEC Filings

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Form 10-Q for LITTLEFIELD CORP


16-Nov-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The third quarter 2009 and year-to-date discussion in this report focuses on the Company's results of continuing operations which is comprised of the Company's Entertainment business' charitable bingo operations in four states: Texas, South Carolina, Alabama and Florida.

In April 2009, the Company disposed of Premiere Tents & Events (PTE) thereby strategically aligning its focus on its Entertainment business. The disposition of PTE was the final transaction in the disposition of the Company's Hospitality segment which had included units engaged in catering and party rentals. The disposition of the PTE business unit's assets resulted in a gain of approximately $404,000.

Third quarter 2009 compared to 2008

During the third quarter, the Company achieved a record level of third quarter revenue from continuing operations which increased 5% over the comparable prior year period. Income (loss) from continuing operations was a loss of approximately $119,000, an improvement of approximately $479,000 over the comparable prior year period. Excluding the notable items described below, income from continuing operations was approximately $152,000, up approximately $122,000 over the prior year period.

The Q3 2009 results include approximately $271,000 of notable items: $303,000 of expense associated with the start-up of new halls and re-openings at halls in Texas, $73,000 of legal expense for South Carolina, Florida, Texas and its Furtney litigation and $17,000 for non-cash stock-based compensation which were partially offset by a $122,000 reduction of estimated prior year reserve for incentive compensation. The Company continues to reduce the negative impact of the Texas start-up operations. Its legal fees should be more manageable with settlement of the South Carolina Department of Revenue cases reported in the second quarter. The Company expects the Furtney litigation to conclude this calendar year.

The Q3 2008 results included approximately $628,000 of notable items: $476,000 of expense from Texas start-ups and re-openings, $69,000 from legal expense related to South Carolina and Texas and its Furtney litigation, $70,000 of consideration related to acquisitions and $13,000 for non-cash stock-based compensation expense.

Revenues

The following table sets forth the Company's revenues from continuing operations
for the quarters ended September 30, 2009 and 2008:

                          Q3 2009         Q3 2008       Change        % Change
Total Revenues        $ 2,206,000     $ 2,103,000     $  103,000          5%
Entertainment           2,188,000       2,079,000        109,000          5%
  Texas                 1,254,000       1,324,000        (70,000 )       (5%)
  South Carolina          647,000         354,000        293,000          83%
  Alabama / Florida       287,000         401,000       (114,000 )       (28%)
Other                 $    18,000     $    24,000     $   (6,000 )       NM

During the third quarter of 2009, total revenues for the Company increased 5% from 2008. Entertainment revenue increased 5% and was favorably affected by the contribution of revenue from halls acquired since the beginning of last year in South Carolina; a total of eight halls were acquired in South Carolina and two under-performing halls were closed. The third quarter is typically seasonally a weaker quarter due to weakness in July and August. Alabama / Florida was unfavorably affected by the discontinuance of a certain style of play of bingo.

By state, Entertainment revenues for Texas, South Carolina and Alabama / Florida were 57%, 30% and 13% of total Entertainment revenue respectively compared to 64%, 17% and 19% in 2008. Other revenue includes other ancillary services and miscellaneous revenue not reported as Entertainment revenue.


Gross profit and Costs and Expenses

The table below summarizes the Company's gross profit from continuing operations for the quarters ended September 30, 2009 and 2008. Gross profit percent (gross profit as a percent of sales) increased to 21% from 7% in 2008.

                       Q3 2009       Q3 2008      Change        % Change
Total Gross Profit   $ 473,000     $ 148,000     $ 325,000         219%
Entertainment          455,000       124,000       331,000         267%
Other                $  18,000     $  24,000     $  (6,000 )       NM

Overall, total cost of services decreased 11% from the comparable prior year quarter primarily as a result of lower start-up costs resulting from the closure of certain halls in Texas.

Direct salaries and other compensation were down approximately $20,000 or 9% from the prior year mainly reflecting the elimination of certain wages related to the closed Texas halls.

Rent and utilities in the third quarter 2009 rose approximately $83,000 or 11% over 2008, largely due to the addition of our new halls in South Carolina. In 2009 and 2008, we did not recognize lease costs on a straight-line basis as provided in FASB ASC 840, Leases (FASB ASC 840). 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 2009 and 2008, 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 require payments of rent and a pro-rata share of real estate maintenance, taxes and insurance.

Other direct operating costs in the third quarter 2009 declined approximately $288,000 or 38% from the prior year, mainly resulting from lower costs such as advertising, promotions and development expenses associated with start-ups, re-openings and closures of certain halls in Texas.

Depreciation and amortization expense totaled approximately $202,000 ($181,000 Cost of Services plus $21,000 G&A) in 2009 versus $209,000 in the prior year.

We measure corporate overhead as general and administrative expenses, excluding related depreciation expense, the noted legal fees and stock-based compensation. Corporate overhead totaled approximately $532,000 in Q3 2009, compared to approximately $492,000 in 2008, an insignificant increase of about $40,000. We measure corporate overhead because it provides management with a tool to assess performance consistently over different financial periods. The following table reconciles general and administrative expenses under GAAP to our corporate overhead measure.

Corporate overhead                                   Q3 2009       Q3 2008
General and administrative expenses (GAAP basis)   $ 642,771     $ 675,117
Stock-based compensation                             (16,665 )     (12,964 )
Noted legal expenses                                 (72,783 )     (69,177 )
Depreciation and amortization                        (21,348 )     (31,217 )
Acquisition consideration                                ---       (70,000 )
Corporate overhead (non-GAAP basis)                $ 531,975     $ 491,759

During Q3 2009, the Company reversed an estimated prior year reserve for 2008 incentive compensation by $122,000.

Other income and expense was an expense of approximately $45,000 for 2009, compared to approximately $48,000 in 2008. The difference mainly stems from (i) lower interest income from lower interest rates and lower cash balances and (ii) lower interest expense from the refinancing of legal settlements and certain notes payable during 2008 in conjunction with lower interest rates and lower debt levels.

Our income tax expense for 2009 was approximately $26,000 compared to $23,000 in 2008, all of which is related to the expected effective tax rate for state income taxes. As of December 31, 2008, the Company had a net operating loss available for carryover on its federal income taxes of approximately $9,200,000.


Income from continuing operations

During the third quarter of 2009, the Company's loss from continuing operations was reduced by approximately $479,000 to a loss of approximately $119,000; ($0.01) loss per basic share and a loss of ($0.01) per fully diluted share. The Company incurred a loss from continuing operations of approximately $598,000 during the third quarter of 2008; a loss of ($0.05) per basic share and ($0.05) per fully diluted share. The weighted average number of basic common shares outstanding totaled 18,059,657 in 2009 compared to 16,754,901 in 2008. The increase in shares outstanding mainly represents shares issued as stock-based compensation.

The Q3 2009 results include approximately $271,000 of notable items: $303,000 of expense associated with the start-up of new halls and re-openings at halls in Texas, $73,000 of legal expense for South Carolina, Florida, Texas and its Furtney litigation and $17,000 for non-cash stock-based compensation which were partially offset by a $122,000 reduction of estimated prior year reserve for incentive compensation. The Company continues to reduce the negative impact of the Texas start-up operations. Its legal fees should be more manageable with settlement of the South Carolina Department of Revenue cases reported in the second quarter. The Company expects the Furtney litigation to conclude this calendar year.

The Q3 2008 results included approximately $628,000 of notable items: $476,000 of expense from Texas start-ups and re-openings, $69,000 from legal expense related to South Carolina and Texas and its Furtney litigation, $70,000 of consideration related to acquisitions and $13,000 for non-cash stock-based compensation expense.

Adjusted for the noted items above, the adjusted income from continuing operations during the third quarter of 2009 was approximately $152,000 and basic earnings per share were $0.01 per share in 2009 versus an adjusted net income of approximately $30,000 and basic earnings per share of $0.00 last year. Our management uses adjusted income (loss) from continuing operations to measure performance consistently over different financial periods. The following table reconciles operating income (loss) from continuing operations under GAAP to our adjusted income (loss) from continuing operations measure.

Income (loss) from continuing operations                          Q3 2009        Q3 2008
Operating income (loss) (GAAP basis)                           $ (119,253 )   $ (597,775 )
Hall start-up activities                                          303,651        475,583
Stock-based compensation                                           16,665         12,964
Noted legal expenses                                               72,783         69,177
Reduction of prior year reserve for incentive compensation       (122,000 )          ---
Acquisition consideration                                             ---         70,000
Income (loss) excluding noted items (non-GAAP basis)           $  151,846     $   29,949

Nine months to date 2009 compared to 2008

During the nine months ended September 30, 2009, the Company achieved a record level of revenue from continuing operations which increased 15% over the comparable prior year period. The Company reduced its loss from continuing operations from the prior year by approximately $1.2 million to approximately $60,000. Excluding the notable items described below, income from continuing operations was approximately $1,269,000, up approximately $706,000 over the prior year period.

The Q3 2009 YTD results include approximately $1,328,000 of notable items: $938,000 of expense associated with the start-up of new halls and re-openings at halls in Texas, $323,000 of legal expense for South Carolina, Florida, Texas and its Furtney litigation, $8,000 other asset disposals, $10,000 acquisition consideration and $171,000 for non-cash stock-based compensation which were partially offset by a $122,000 reduction of estimated prior year reserve for incentive compensation. The Company continues to reduce the negative impact of the Texas start-up operations. Its legal fees should be more manageable with settlement of the South Carolina Department of Revenue cases reported in the second quarter. The Company expects the Furtney litigation to conclude this calendar year.

The Q3 2008 earnings included approximately $1,775,000 of notable items:
$1,223,000 of expense from Texas start-ups and re-openings, $423,000 from legal expense related to South Carolina, Texas and Furtney litigation, $90,000 of acquisition and divestiture consideration and $39,000 for non-cash stock-based compensation expense.


Revenues

The following table sets forth the Company's revenues from continuing operations
the nine months ended September 30, 2009 and 2008:

                         2009            2008           Change         % Change
Total Revenues        $ 7,409,000     $ 6,465,000     $   944,000          15%
Entertainment           7,351,000       6,393,000         958,000          15%
  Texas                 3,897,000       3,858,000          39,000          1%
  South Carolina        2,276,000       1,232,000       1,044,000          85%
  Alabama / Florida     1,178,000       1,303,000        (125,000 )       (10%)
Other                 $    58,000     $    72,000     $   (14,000 )       NM

During the first nine months of 2009, total revenues for the Company increased 15% from 2008. Entertainment revenue increased 15% and was favorably affected by the contribution of revenue from a net of six halls acquired since the beginning of last year in South Carolina; a total of eight halls were acquired and two under-performing halls were closed.

By state, Entertainment revenues for Texas, South Carolina and Alabama were 53%, 31% and 16% of total Entertainment revenue respectively compared to 60%, 19% and 21% in 2008. Other revenue includes other ancillary services and miscellaneous revenue not reported as Entertainment revenue.

Gross profit and Costs and Expenses

The table below summarizes the Company's gross profit from continuing operations for the nine months ended September 30, 2009 and 2008. Gross profit percent (gross profit as a percent of sales) increased to 30% from 19% in 2008.

                        2009            2008          Change       % Change
Total Gross Profit   $ 2,219,000     $ 1,235,000     $ 984,000         80%
Entertainment          2,161,000       1,164,000       997,000         86%
Other                $    58,000     $    71,000     $ (13,000 )      NM

Overall, total cost of services decreased 1% from the comparable nine-month prior year period mainly as a result of lower costs associated with the start-up of new halls ($561,000) partially offset by higher rent and utility costs related to new bingo halls ($452,000).

Direct salaries and other compensation were up approximately $20,000 or 3% above the prior year reflecting the addition of staffing to support the acquired halls.

Rent and utilities in 2009 rose approximately $452,000 or 23% over 2008, largely due to the addition of our new halls in South Carolina and Florida. In 2009 and 2008, we did not recognize lease costs on a straight-line basis as provided in FASB ASC 840, Leases (FASB ASC 840). 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 2009 and 2008, 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 require payments of rent and a pro-rata share of real estate maintenance, taxes and insurance.

Other direct operating costs in 2009 declined approximately $561,000 or 27% from the prior year, mainly resulting from lower costs such as advertising, promotions and development expenses associated with start-ups, re-openings and closures of certain halls in Texas.

Depreciation and amortization expense totaled approximately $613,000 ($535,000 Cost of Services plus $78,000 G&A) in 2009 versus $571,000 in the prior year. The increase in depreciation is mainly attributed to hall renovations last year.

We measure corporate overhead as general and administrative expenses, excluding related depreciation expense, the noted legal fees and stock-based compensation. Corporate overhead totaled approximately $1,600,000 in 2009, compared to approximately $1,553,000 in 2008, an insignificant increase of approximately $47,000. We measure corporate overhead because it provides management with a tool to assess performance consistently over different financial periods. The following table reconciles general and administrative expenses under GAAP to our corporate overhead measure.


Corporate overhead                                  Q3 YTD 2009      Q3 YTD 2008
General and administrative expenses (GAAP basis)   $  2,181,553     $  2,200,435
Stock-based compensation                               (170,519 )        (39,170 )
Noted legal expenses                                   (322,673 )       (422,734 )
Depreciation and amortization                           (77,899 )        (95,314 )
Acquisition and divestiture consideration               (10,000 )        (90,000 )
Corporate overhead (non-GAAP basis)                $  1,600,462     $  1,553,217

Other income and expense was an expense of approximately $139,000 for 2009, compared to approximately $180,000 in 2008. The difference mainly stems from lower interest expense from the refinancing of legal settlements and certain notes payable during 2008, lower debt levels and lower interest rates.

Our income tax expense for 2009 was approximately $79,000 compared to $67,000 in 2008, all of which is related to the expected effective tax rate for state income taxes. As of December 31, 2008, the Company had a net operating loss available for carryover on its federal income taxes of approximately $9,200,000.

Income from continuing operations

During the first nine months of 2009, income (loss) from continuing operations was a loss of approximately $60,000; $0.00 per basic share and $0.00 per fully diluted share. During the first nine months of 2008, the Company incurred a loss from continuing operations of approximately $1,212,000; a loss of ($0.08) per basic share and ($0.08) per fully diluted share. The weighted average number of basic Common Stock shares outstanding totaled 17,447,228 in 2009 compared to 15,083,201 in 2008. The increase in shares outstanding mainly represents shares issued as stock-based compensation.

The Q3 2009 YTD results include approximately $1,328,000 of notable items: $938,000 of expense associated with the start-up of new halls and re-openings at halls in Texas, $323,000 of legal expense for South Carolina, Florida, Texas and its Furtney litigation, $8,000 other asset disposals, $10,000 acquisition consideration and $171,000 for non-cash stock-based compensation which were partially offset by a $122,000 reduction of estimated prior year reserve for incentive compensation. The Company continues to reduce the negative impact of the Texas start-up operations. Its legal fees should be more manageable with settlement of the South Carolina Department of Revenue cases reported in the second quarter. The Company expects the Furtney litigation to conclude this calendar year.

The Q3 2008 earnings included approximately $1,775,000 of notable items:
$1,223,000 of expense from Texas start-ups and re-openings, $423,000 from legal expense related to South Carolina, Texas and Furtney litigation, $90,000 of acquisition and divestiture consideration and $39,000 for non-cash stock-based compensation expense.

Adjusted for the noted items above, the adjusted income from continuing operations during the first nine months of 2009 was approximately $1,269,000 and basic earnings per share were $0.07 per share in 2009 versus an adjusted net income of approximately $563,000 and basic earnings per share of $0.04 last year. Our management uses adjusted income (loss) from continuing operations to measure performance consistently over different financial periods. The following table reconciles operating income (loss) from continuing operations under GAAP to our adjusted income (loss) from continuing operations measure.

Income (loss) from continuing operations                          2009             2008
Operating income (loss) (GAAP basis)                           $   (59,555 )   $ (1,212,209 )
Hall start-up activities                                           938,796        1,223,341
Stock-based compensation                                           170,519           39,170
Noted legal expenses                                               322,673          422,734
Reduction of prior year reserve for incentive compensation        (122,000 )            ---
Acquisition and divestiture consideration                           10,000           90,000
Asset disposals                                                      8,157              ---
Income (loss) excluding noted items (non-GAAP basis)           $ 1,268,590     $    563,036


Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2009, totaled approximately $3,713,000 and represented 20% of total assets of approximately $18,646,000. Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less at the date of acquisition or which are readily convertible to cash without penalty. Current assets totaled approximately $4,592,000. Current liabilities totaled $1,819,000. Working capital was approximately $2,773,000 with a current ratio of 2.5 to 1 compared to approximately 1.9 to 1 in December 2008.

Cash provided by operating activities for the nine months ended September 30, 2009 totaled approximately $468,000 compared to cash used of $731,000 during 2008. Cash flows from operating activities in 2009 were increased by net income of approximately $233,000 and provided by non-cash depreciation expense of approximately $666,000, stock based compensation of approximately $171,000 and partially offset by a gain on asset sale of $404,000 and other net changes in asset and liability accounts of $198,000.

Net cash used in investing activities totaled approximately $287,000 for capital expenditures mainly for bingo hall renovations, leasehold improvements and the acquisition of a hall in South Carolina during the nine months ended September 30, 2009 partially offset by $300,000 from the sale of the PTE business unit. This compared to net cash used in investing activities of approximately $2,732,000 in 2008 mainly for the purchase of capital assets and an acquisition.

Cash used in financing activities in 2009 totaled approximately $895,000, compared to net cash provided by financing activities in 2008 of approximately $6,731,000. During the first nine months of 2009, approximately $500,000 was used in the final payoff of a note related to the purchase of six halls in South Carolina last year to realize a $300,000 reduction in purchase price and approximately $395,000 was used for the payment of notes payable and legal settlement obligations. In 2008, approximately $7,000,000 of cash proceeds were obtained through the sale of common stock, approximately $34,000 was provided by exercised options and $303,000 was used for the payment of notes payable and legal settlement obligations.

At September 30, 2009, we had approximately $18,646,000 in total assets with total liabilities of approximately $4,865,000 and approximately $13,781,000 of shareholders' equity. Total assets include approximately $3,713,000 in cash, $582,000 of net accounts receivable, other current assets of $297,000, $7,256,000 of net property and equipment, $6,142,000 of intangible assets, $400,000 note related to the sale of PTE and $256,000 of other assets. Total liabilities primarily consist of accounts payable of approximately $155,000 and notes payable obligations of approximately $3,225,000, legal settlement related obligations of $190,000 and accrued and related-party liabilities of $1,205,000 and $90,000 respectively.

In 2009, 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 hand to acquire new bingo halls when favorable terms can be obtained.

Financial Risk Management

Off-Balance Sheet Arrangements. We have no off-balance sheet debt.

Market Risk. In the normal course of business, we employ established procedures to manage our exposure to changes in the market value of our investments. There were no significant investments in marketable securities at September 30, 2009 or 2008. The Company holds its funds in cash and certificates of deposit generally insured by the FDIC with uninsured amounts setting off loans payable. Generally, the Company minimizes exposure to interest rate fluctuations on its long-term debt arrangements by entering into fixed rate notes payable or establishing interest rate collars within which a variable interest rate on long-term debt may fluctuate. As a result of these terms the market risk associated with interest rate fluctuations on long-term debt is not material.

Recently Issued Accounting Pronouncements

See Note 12 - Recently Issued Accounting Pronouncements in the Consolidated Financial Statements.

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