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LTFD.OB > SEC Filings for LTFD.OB > Form 10-Q on 13-Nov-2008All Recent SEC Filings

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Form 10-Q for LITTLEFIELD CORP


13-Nov-2008

Quarterly Report


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

The Company reported nine months year-to-date 2008 adjusted revenue declined 5% from the comparable prior year period. Adjusted revenue removes year-to-date revenue related to the Company's catering business which was sold during the second quarter of 2008. During the third quarter, revenue was affected by two hurricanes and the national economic crisis which lowered attendance levels at halls particularly in South Carolina and offset the contribution of new halls acquired in January and July of this year. The Company operated at above breakeven excluding the significant unfavorable impact on earnings of renovations, re-openings and the start-up of new halls in Texas and ongoing legal expenses. The halls we acquired in July and their historical financial performance are described in greater detail in the Reports on Form 8-K and 8-K/A filed with the SEC on July 14, 2008 and September 26, 2008.

Results in the first nine months of 2008 include the effect of approximately $1,504,000 of notable items: $1,426,000 from the effects of renovations, re-openings and start-ups of new halls at several halls in Texas, $493,000 of legal and acquisition related expenses and $39,000 for non cash expenses for compensation expense related to stock options which were partially offset by a $454,000 net gain on sale of catering business unit assets after direct expenses. The Company has underway a broad program of renovations, re-openings and start-ups of new halls affecting nine locations within the Company's portfolio of 41 bingo centers including Pensacola, Florida, and San Angelo, Abilene, Odessa, El Paso, McAllen and Corpus Christi, Texas. The Company announced plans to open additional halls in McAllen and El Paso, Texas, later in the year. The San Angelo bingo hall opened during the first quarter while the Corpus Christi bingo hall opened in May of the second quarter of 2008. The legal expenses were mainly related to our expansion plans and operations in South Carolina, Texas legal items, our completed Florida acquisition and our litigation with Furtney seeking recovery of prior settlements and other damages.

Results in the first nine months of 2007 included approximately $329,000 of notable items: $313,000 from legal expenses related to South Carolina, Texas and our attempt to expand into Arkansas, and $43,000 for non cash expenses for compensation expense related to stock options offset by $27,000 related to start-up activities.

The Company has also increased the level of capital spending associated with the implementation of its entertainment destination strategy which encompasses bettering the infrastructure, interior environment, amenities and activities of the bingo centers in the Company's portfolio.

Revenues

The following  table sets forth the  Company's  revenues by segment for the nine
months ended September 30, 2008 and 2007,  adjusted for the sale of the catering
business unit at the beginning of the second quarter:

                          2008         2007       $ Change     % Change
                       ----------  ------------  -----------   --------
Total Revenues         $8,538,000  $ 10,171,000  $(1,633,000)    (16%)
Less: Catering            497,000     1,673,000   (1,176,000)    (61%)
Adjusted revenue        8,041,000     8,498,000     (457,000)     (5%)
Entertainment           6,393,000     6,647,000     (254,000)     (4%)
   Texas                3,858,000     4,112,000     (254,000)     (6%)
   South Carolina       1,232,000     1,415,000     (183,000)    (13%)
   Alabama / Florida    1,303,000     1,120,000      183,000      16%
Hospitality             1,576,000     1,813,000     (237,000)    (13%)
Other                    $ 72,000  $     38,000  $    34,000      NM

During the first nine months of 2008, total adjusted revenues for the Company decreased 5% from 2007 with both Entertainment and Hospitality segments contributing to the decline in revenue. Entertainment revenue decreased 4% with Texas being the most significant contributor mainly as a result of the effect on revenue of hall renovations and re-openings totaling $364,000. Absent the effects of the strategic investments to strengthen its long-term position in certain markets by renovating then reopening and merging certain halls in Texas, the underlying performance of the Texas portfolio was up approximately 4% from the prior year. The Entertainment segment accounted for 79% of total adjusted revenues compared with 78% of total adjusted revenues in 2007. By state, Entertainment revenues for Texas, South Carolina and Alabama / Florida were 60%, 19% and 21% of total Entertainment revenue respectively compared to 62%, 21% and 17% in 2007. The increase in Alabama / Florida mainly represented the purchase of a new Florida hall in January 2008. Hospitality revenue decreased 13% from the prior year reflecting lower event activity. Hospitality accounted for 20% of total adjusted revenues in 2008, compared to 21% of total adjusted revenues in 2007. Other revenue includes other ancillary services and miscellaneous revenue not reported as segment revenue.

Gross profit and Costs and Expenses
-----------------------------------

The table below  summarizes  the Company's  gross profit by segment for the nine
months ended September 30, 2008 and 2007,  adjusted for the sale of the catering
business unit at the beginning of the second quarter:

                          2008         2007       $ Change     % Change
                       ----------  ------------  -----------   --------
Total Gross Profit     $  861,000  $  2,841,000  $(1,980,000)    (70%)
Less: Catering gross
profit (loss)             (33,000)      (57,000)      24,000      NM
Adjusted gross profit     894,000     2,898,000   (2,004,000)    (69%)
Entertainment           1,164,000     3,118,000   (1,954,000)    (63%)
Hospitality              (342,000)     (257,000)     (85,000)    (33%)
Other                  $   72,000  $     37,000  $    35,000      NM

The decrease in adjusted gross profit was mainly attributed to the effects of:
(1) renovations and openings at several halls in Texas in the amount of $1,426,000, (2) higher Texas administrative expenses added to manage the new bingo centers and renovation activity of $184,000, (3) increased legal and acquisition matters of $180,000 and (4) lower hospitality revenue.

The nine month year-to-date direct costs and expenses for 2008 and 2007, adjusted for the sale of the catering business, are set forth in the following table:

2008 2007 Nine months Nine months

                      year to date year to date   $ Change     % Change
                       ----------  ------------  -----------   --------

Adjusted Revenue       $8,041,000  $  8,498,000  $  (457,000)     (5%)

Adjusted direct costs
 and expenses
Direct salaries and
 other compensation     1,565,000     1,394,000      171,000      12%
Rent and utilities      2,101,000     1,846,000      255,000      14%
Other direct operating
 costs                  2,752,000     1,823,000      929,000      51%
Depreciation and
 amortization             655,000       452,000      203,000      45%
License expense            74,000        85,000      (11,000)      5%
                       ----------  ------------  -----------   --------
Total adjusted costs
 and expenses           7,147,000     5,600,000    1,547,000      28%

Adjusted Gross profit  $  894,000  $  2,898,000  $(2,004,000)    (69%)

Adjusted cost of services increased 28% over the comparable nine-month prior year period mainly as a result of the costs associated with renovations, re-openings and start-ups of new bingo centers. This, in conjunction with lower revenues, resulted in a decline of gross profit percent (gross profit as a percent of sales) to 11% from 34% in 2007.

Direct salaries and other compensation were 12% above the prior year. The increase mainly represented increased staffing, travel and other expenses related to the renovations and start-ups of bingo centers.

Rent and utilities in 2008 were up approximately 14% over 2007, which largely reflected the addition of our new halls in Florida and Corpus Christi and El Paso Texas. In 2008 and 2007, we did not recognize lease costs on a straight-line basis as provided in SFAS 13, paragraph 15 and FTB 85-3. 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 2008 and 2007, 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 2008 were up 51% over the prior year, mainly due to costs such as advertising, promotions and development expenses of the new halls and re-opening after major renovations. The provision for doubtful accounts was reduced as a result of the payment of a settlement reached with certain customers.

Depreciation and amortization expense totaled approximately $750,000 ($655,000 Cost of Services plus $95,000 G&A) in 2008 versus $538,000 in the prior year. The increase was mainly attributed to capital spending on new halls, renovations and implementation of the Company's entertainment destination strategy.

General and administrative expenses, excluding related depreciation expense, the noted legal fees and stock-based compensation totaled approximately $1,553,000 in 2008, compared to approximately $1,476,000 in 2007, an increase of about $77,000. The increase mainly related to planned staff, compensation and travel related increases.

Other income and expense was a net expense of approximately $180,000 for 2008, compared to approximately $293,000 in 2007. The difference mainly stems from lower interest expense from the refinancing of legal settlements and certain notes payable during 2007 and higher interest income on higher average cash and cash equivalent balances.

Our income tax expense for 2008 was approximately $67,000 compared to $54,000 in 2007, all of which is related to the expected effective tax rate for state income taxes. As of December 31, 2007, the Company had a net operating loss available for carryover on its federal income taxes of approximately $6,700,000.

Net Income (Loss)

During the first nine months of 2008, we realized a net loss of approximately $1,113,000; $(0.07) per basic share and $(0.07) per fully diluted share. Net income for the first nine months of 2007 was approximately $599,000; $0.05 per basic share and $0.05 per fully diluted share. The weighted average number of basic Common Stock shares outstanding totaled 15,083,201 in 2008 compared to 11,187,178 in 2007. The increase in shares outstanding mainly represents the sale of 5,190,568 shares of common stock on March 27, 2008.

Adjusted for the noted items above, the adjusted net income during the first nine months of 2008 was approximately $392,000 and basic earnings per share were $0.03 per share in 2008 versus an adjusted net income of $932,000 and basic earnings per share of $0.08 last year.

Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2008, totaled approximately $5,234,000 and represented 24% of total assets of approximately $21,686,000. Current assets totaled approximately $5,960,000. Current liabilities totaled approximately $1,954,000 and include amounts expected to be paid for early payoff of the South Carolina acquisition note during the first quarter of 2009. Working capital was approximately $4,006,000 with a current ratio of 3.1 to 1 compared to approximately 1.8 to 1 in December 2007.

Cash used by operating activities for the nine months ended September 30, 2008 totaled approximately $731,000 compared to cash provided of $1,780,000 during 2007. Cash flows from operating activities in 2008 were decreased by a net loss of approximately $1,113,000, the gain on sale of the catering business of approximately $474,000 and provided by non-cash depreciation expense of approximately $763,000, stock based compensation of approximately $39,000 and by other net changes in asset and liability accounts of approximately $54,000.

Net cash used in investing activities totaled approximately $2,732,000 for capital expenditures mainly for bingo hall renovations, leasehold improvements, the acquisition of halls in Florida and South Carolina and additional licenses during the nine months ended September 30, 2008. This compared to net cash used in investing activities of approximately $1,302,000 in 2007 mainly for the purchase of capital assets.

Cash provided by financing activities in 2008 totaled approximately $6,731,000, compared to net cash used in financing activities in 2007 of approximately $329,000. During the first nine months of 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. In 2007, approximately $477,000 of financing was obtained from the sale of common stock, exercise of stock options of $15,000 and $402,000 from notes payable and $1,223,000 was used for the payment of notes payable and legal settlements.

At September 30, 2008, we had approximately $21,686,000 in total assets with total liabilities of approximately $5,470,000 and approximately $16,216,000 of shareholders' equity. Total assets include approximately $5,234,000 in cash, $428,000 of net accounts receivable, other current assets of $298,000, $8,098,000 of net property and equipment, $7,414,000 of intangible assets and $214,000 of other assets. Total liabilities primarily consist of accounts payable of approximately $221,000 and notes payable obligations of approximately $3,986,000, legal settlement obligations of $444,000 and accrued liabilities of $753,000 and related-party liabilities of $66,000.

In 2008, 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.

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, 2008 or 2007. The Company holds its funds in cash and certificates of deposit generally insured by the FDIC with uninsured amounts setting off loans payable.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS 157, Fair Value Measurements. This standard defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosure about fair value measurements. This pronouncement applies under other accounting standards that require or permit fair value measurements. Accordingly, this statement does not require any new fair value measurement. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. However, SFAS 157 is amended by Financial Statement Position ("FSP") FAS 157-1, Application of FASB Statement 157 to FASB Statement 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 , which excludes from the scope of this provision arrangements accounted for under SFAS 13, Accounting for Leases. SFAS 157 is also amended by FSP FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP partially defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. We adopted SFAS 157 on January 1, 2008, except as it applies to those nonfinancial assets and nonfinancial liabilities as noted in FSP FAS 157-2. The partial adoption of SFAS 157 did not have a material impact on our consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement 115. This standard permits an entity to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis. This statement is effective for fiscal years beginning after November 15, 2007. We adopted SFAS 159 on January 1, 2008, as required. The adoption of SFAS 159 did not have a significant impact on our financial position or results of operations.

In December 2007, the FASB issued SFAS 141(R), Business Combinations--a replacement of FASB Statement No. 141, which significantly changes the principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement is effective prospectively, except for certain retrospective adjustments to deferred tax balances, for fiscal years beginning after December 15, 2008. We are currently evaluating the requirements of SFAS 141(R) and have not yet determined the impact on our consolidated financial statements.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This statement is effective for fiscal years and interim periods beginning after November 15, 2008. Early application is encouraged. We are currently evaluating the requirements of SFAS 161 and have not yet determined the impact on our consolidated financial statements.

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