U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended November 30, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1939
For the transition period from _______ to _________
Commission File Number: 0-21679
HERTZ TECHNOLOGY GROUP, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-3896069
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) identification number)
75 Varick Street 10013
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
212-634-4000
---------------------------------
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 |_|
State the number of shares outstanding of each of the issuer's classes of Common
equity, as of the latest practicable date.
January 7, 2000
Common Stock, par value
$.001 per share 2,129,083
- ------------------------ ------------------
Class Shares Outstanding
<PAGE>
HERTZ TECHNOLOGY GROUP, INC.
NOVEMBER 30, 1999
INDEX
Page
----
PART I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets as of
November 30, 1999 and August 31, 1999 3
Consolidated Statements of Operations
for the three months ended
November 30, 1999 and November 30, 1998 4
Consolidated Statements of Cash
Flows for the three months ended
November 30, 1999 and November 30, 1998 5
Consolidated Statements of Stockholders
Equity for year ended August 31, 1999 and
three months ended November 30, 1999 6
Notes to Financial Statements 7
Item 2 Management's Discussion and Analysis
of financial condition and results of
operations for the three months ended
November 30, 1999 8-11
PART II Other Information
Item 2 Changes in securities and use of proceeds 12
SIGNATURES 13
-2-
<PAGE>
PART I
FINANCIAL INFORMATION
HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
NOVEMBER 30 AUGUST 31
1999 1999
Unaudited Audited
--------- -------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 119,105 32,456
Marketable securities 1,461,969 1,592,158
Accounts receivable, less allowance for
doubtful accounts of $96,133 1,013,004 1,033,726
Inventories, net 691,528 669,601
Prepaid expenses and other current assets 192,077 282,790
-----------------------------
Total current assets 3,477,683 3,610,731
-----------------------------
PROPERTY AND EQUIPMENT, net 1,682,738 1,783,728
----------- -----------
GOODWILL, net of accumulated amortization of
$105,097 and $86,349 respectively 225,536 244,284
-----------------------------
DEFERRED TAX 136,173 136,173
OTHER ASSETS 346,455 308,075
----------- -----------
Total assets $ 5,868,585 6,082,991
=============================
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
NOVEMBER 30 AUGUST 31
1999 1999
---- ----
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 265,079 261,688
Accrued expenses - other current payables 140,106 237,570
Current Portion of capital lease obligation 46,974 46,974
Current Portion of notes payable 126,666 126,666
-----------------------------
Total current liabilities 578,825 672,898
NONCURRENT LIABILITIES:
Capital Lease Obligation, net of current portion 167,699 194,318
Notes payable, net of current portion 126,667 126,667
-----------------------------
Total liabilities 873,191 993,883
-----------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; authorized
3,000,000 shares ; issued 2,306,950 shares as of
November 30, 1999 and August 31, 1999 2,307 2,307
Additional paid-in capital 5,837,889 5,837,889
Retained earnings (558,786) (465,072)
Less: Treasury Stock, 177,867 shares held at cost as of
November 30, 1999 and August 31, 1999, (respectively) (286,016) (286,016)
-----------------------------
Total stockholders' equity 4,995,394 5,089,108
-----------------------------
Total liabilities and stockholders' equity $ 5,868,585 6,082,991
=============================
</TABLE>
The accompanying notes are an integral part of these consolidated statements
-3-
<PAGE>
HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30,
------------
1999 1998
----------- -----------
<S> <C> <C>
NET SALES $ 1,579,448 $ 1,887,434
COST OF GOODS SOLD 830,142 1,052,330
----------- -----------
Gross Profit 749,306 835,104
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: 873,071 962,024
----------- -----------
Operating loss (123,765) (126,920)
OTHER INCOME (EXPENSE):
Other 5,559 6,120
Interest, net of interest expense of $2,912 for Nov. 1999 and
$6,913 for 1998 24,492 25,904
----------- -----------
Loss before provision for income taxes (93,714) (94,896)
PROVISION FOR INCOME TAXES 0 (24,821)
----------- -----------
Net loss $ (93,714) $ (70,075)
=========== ===========
NET (LOSS) INCOME PER SHARE - Basic $ (0.04) $ (0.03)
=========== ===========
NET (LOSS) INCOME PER SHARE - Diluted $ (0.04) $ (0.03)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
Basic 2,129,083 2,149,608
=========== ===========
Diluted 2,129,083 2,149,608
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements
-4-
<PAGE>
HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30,
------------
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (93,714) $ (70,075)
Amortization of goodwill 18,748 15,460
Depreciation and amortization 126,492 62,975
Allowance for doubtful accounts 0 (32,861)
Changes in operating assets and liabilities-
Accounts receivable 20,721 1,439,852
Inventories (21,927) 135,063
Prepaid expenses and other current assets 90,713 (47,477)
Other assets (2,566) (4,186)
Marketable Securities 130,189 (339,951)
Accounts payable and accrued expenses (94,074) (551,632)
Capital lease 0 (1,370)
----------- -----------
Net cash provided by operating activities 174,582 605,798
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment (25,501) (46,613)
Software Development Costs (35,814) 0
----------- -----------
Cash used in investment activities (61,315) (46,613)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of capital lease obligations (26,618) 0
Purchase of treasury stock 0 (75,124)
----------- -----------
Net cash provided by financing activities (26,618) (75,124)
----------- -----------
Net increase in cash and cash equivalents 86,649 484,061
CASH and cash equivalents, beginning of period 32,456 140,254
----------- -----------
CASH and cash equivalents, end of period $ 119,105 $ 624,315
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 2,912 $ 6,913
Income taxes paid $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these consolidated statements
-5-
<PAGE>
HERTZ TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEAR ENDED AUGUST 31, 1999 AND THREE MONTHS ENDED NOVEMBER 30, 1999
<TABLE>
<CAPTION>
Retained
Additional Earnings
Common Paid- in Treasury (Accumulated
Stock Capital Stock Deficit) Total
----- ------- ----- -------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, August 31, 1998 $ 2,257 $ 5,772,189 $ (108,028) $ 229,799 $ 5,896,217
Net Loss -- -- -- (694,871) (694,871)
Issuance of shares for purchase of - Remote 50 65,700 65,750
Treasury stock -- -- (177,988) -- (177,988)
----------- ----------- ----------- ----------- -----------
BALANCE, AUGUST 31, 1999 $ 2,307 $ 5,837,889 $ (286,016) $ (465,072) $ 5,089,108
Net Loss (93,714) (93,714)
----------- ----------- ----------- ----------- -----------
BALANCE, November 30, 1999 $ 2,307 $ 5,837,889 $ (286,016) $ (558,786) $ 4,995,394
(unaudited) =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements
-6-
<PAGE>
HERTZ TECHNOLOGY GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
NOVEMBER 30, 1999
1. BASIS OF PRESENTATION AND OPERATIONS
The accompanying consolidated financial statements are unaudited and in
the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation in
accordance with generally accepted accounting principles and with the
instructions to Form 10-QSB. Operating results for the three month period ended
November 30, 1999 are not necessarily indicative of the results that may be
expected for the year ended August 31, 2000. For further information, refer to
the financial statements and footnotes thereto included in the Hertz Technology
Group, Inc. ("Hertz" or the "Company") audited financial statements for the year
ended at August 31, 1999.
2. EARNINGS PER SHARE
No diluted EPS is presented, for the three month periods ended on November 30,
1999 and 1998, as the effect of dilutive securities would be anti-dilutive on
loss per common share.
3. STOCK DIVIDEND
At a special meeting held on April 16, 1999, the Board of Directors of the
Company approved a 100% stock dividend payable on May 18, 1999 to stockholders
of record on April 29, 1999. As a result of the stock dividend each of the
Company's Class A Warrants are exercisable to purchase two shares of Common
Stock at a price of $8.25 per share. All share and per share data included in
this report have been restated to reflect this as a stock split.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The Company offers full service for Novell(R) and Microsoft(R) networking
solutions, Internet and Web related services including high speed communication
services such as T1 and DSL from companies such as Northpoint(R) and
BellAtlantic(R) under the "RemoteIT.com" name, through its RemoteIT.com
subsidiary. The Company custom designs and assembles personal workstations,
networking, communication and WEB servers under the "Hertz Computer(R)" name
through its Hertz Computer subsidiary. Through its Edutec(R) subsidiary, the
Company offers customizable state-of-the-art training rooms at its New York City
headquarters. The rooms are equipped with the latest PC workstations and A/V
presentation technology. RemoteIT.com. Hertz Computer and Edutec comprise the
Technology Group.
The Company also designs, manufactures and sells ergonomically engineered
modular technical office furniture, open racking systems, data and
communications cabinets and enclosures, personal workstations, training desks,
assembly workbenches, KVM switches and other technical workspace solutions under
the "Hergo(R)" name through its Hergo subsidiary. The Company, through its LAN
Metal division provides custom specialty metal manufacturing and fabrication
products and also manufacturers the line of Hergo products. Together Hergo and
LAN comprise the "Hergo Group."
Three Months Ended November 30, 1999 compared to Three Months Ended November 30,
1998
Revenues
Company sales for the three months ended November 30, 1999, were $1.58 million,
compared to $1.89 million for the period ended November 30, 1998, a 16%
decrease. For the three months ended November 30, 1999 the Technology Group
sales were $348,000 compared to $462,000 for the period of November 30, 1998, a
decrease of $114,000 (25%). This decline is primarily attributable to the
decline in computer sales. As has been discussed in past releases, the Company
is continuing its manufacture of PC's at this time only as a part of a total
solution for the RemoteIT.com division .The Hergo Group sales were $1,234,000
compared to sales of $1,427,000 for the comparable period in 1998, a decrease of
$193,000 (14%). The Hergo Group heavily directs its sales efforts to the data
processing community. Because these purchasers were preoccupied with Y2K issues
during the last quarter of the calendar year, they may have been inclined to
postpone their buying decisions to the 2000 calendar year.
The Company believes that the newly formed subsidiary RemoteIT.com, together
with the Hergo Group, currently offers the best opportunities for future growth.
RemoteIT.com is providing networking and communications products and services,
Internet connectivity, Web development, and other value- added services. The
recent partnering with Northpoint Communications and Bell Atlantic are steps
that have been taken to provide the latest available technologies in
communication and networking services. The PC hardware market has become
increasingly competitive and over saturated and the Company's computer hardware
manufacturing is directed primarily to support the integration and networking
business generated by RemoteIT.com. The Company is also directing its resources
to expanding Hergo's national presence through better distribution channels
within the reseller and dealer marketplace and expanding the product line to
include products currently in high demand such as data and communications
cabinets and
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
enclosures. To this end the Company has invested considerable resources in its
acquisition of precision CNC laser and other advanced fabricating machinery.
Gross Profit
Gross profit was $749,000 (47% of net sales) for the three months ended November
30 , 1999 as compared with $835,000 (44% of net sales) for the three months
ended November 30, 1998, a decrease of $86,000 (10%).
Gross profit generated from the Hergo Group for the three months November 30,
1999 was $665,000 (54% of net Hergo sales) compared to $751,000 (53% of net
Hergo sales) for the three months ended November 30, 1998.
Gross profit generated from the Technology Group for the three months ended
November 30, 1999 was $85,000 (24% of net Technology sales) compared to $86,000
(19% of net Technology sales ) for the same period last year. In absolute
dollars, the decline in Technology Group sales did not impact on Gross Profit
since the sales mix was changed with the introduction of RemoteIT.com and its
higher profit percentages. This is consistent with the Company's intent on
reducing the hardware portion of its technology business in favor of a greater
emphasis on service related business.
Selling, General and Administrative
Selling, general, and administrative expenses were $873,000 for the quarter
ended November 30, 1999 compared to $962,000 for the quarter ended November 30,
1998 , a decrease of $89,000 (9%).
The Company reduced expenses in areas such as the elimination of the Hertz
Albany division and the downsizing of certain non-profitable administrative and
marketing areas. Additionally, legal expenses, as well as expenses incurred for
exploring other business opportunities were reduced substantially.
Provision for Income Taxes
The Company recorded no tax benefit for the three-month period ended November
30, 1999. The tax benefit for the three months ended November 30, 1998 was
$25,000
Net Income and Earnings Per Share
Operations for the three months ended November 30, 1999 resulted in a loss of
approximately $94,000 or $.04 per share compared to a loss of $70,000 or $.03
per share for the three months ended November 30, 1998.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company, as of November 30, 1999 had working capital of $2,899,000 of which
$1,581,000 was in cash and marketable securities, which are available to fund
the Company's operations and expansion plan.
For the three months ended November 30, 1999, the Company had cash provided by
operations of $175,000, as compared to cash flow by operations of $606,000, for
the comparable period last year. The collections of the relatively high August
1998 accounts receivable net of the accounts payable was the principal reason
for the increase cash flows of 1998.
Cash generated from net sales of marketable securities for the three months
ended November 30, 1999 was $130,000 compared to cash used in net purchases of
marketable securities of $340,000 in the previous year. The net purchases in the
comparable period last year was a result of the return of cash to marketable
securities that had been drawn down by the heavy accounts payable needs in the
previous quarter.
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
Certain statements under the caption "Management's Discussion and Analysis" and
elsewhere in this Form 10-QSB constitute "forward-looking statements" within the
meaning of Section 21E of the Securities and Exchange Act of 1934. Words
"believe," "expect," "future," "intend," "plan," and similar expressions as they
relate to the Company or the Company's management identify forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions, competition, success of new product
development, effect of advertising and promotional efforts, brand awareness, the
existence of or adherence to development schedules, continued patronage by
existing customers, the ability to attract qualified managerial personnel, the
existence or absence of adverse publicity, changes in business strategy or
development plans, quality of management and terms and deployment of capital,
business abilities and judgment of personnel and success in acquiring
businesses.
Year 2000 Compliance
The Company is on schedule with a project that addresses the Year 2000 (Y2K)
issue of computer systems and other equipment with embedded chips or processors
not being able to properly recognize and process date-sensitive information
after December 31, 1999. Many systems use only two digits rather than four to
define the year and these systems will not be able to distinguish between the
year 1900 and the year 2000. This may lead to disruptions in the operations of
business and governmental entities resulting from miscalculations or system
failures. The project is designed to ensure the compliance of all of the
Company's applications, operating systems and hardware platforms, and to address
the compliance of key business partners. Key business partners are those
customers and vendors that have a material impact on the Company's operations.
All phases of the project were substantially completed by the end of 1999 thus
minimizing the impact of the Y2K problem on the Company's operations.
The total estimated cost of the required modifications to become Y2K compliant
should not be material to the Company's financial position.
There may still be failures in making internal business systems Y2K compliant
which could result in an interruption in, or a failure of, some of the Company's
business activities or operations. Y2K disruptions in the operations of key
vendors could impact the Company's ability to obtain components necessary for
the manufacture of products and fulfillment of contractual obligations. If one
or more of these situations occur, the Company's results of operations,
liquidity and financial condition could be materially and adversely affected. It
is still too early for the Company to conclusively determine the readiness of
its key business partners at this time and is therefore unable to determine
whether the consequences of Y2K failures will have a material impact on the
Company's results of operations, liquidity or financial condition. The Y2K
project is expected to significantly reduce the Company's level of uncertainty
about the Y2K problem and reduce the possibility of significant interruptions of
normal business operations.
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) As a result of a 100% stock dividend paid on May 18, 1999, each of
the Company's Class A Warrants became exercisable to purchase two
(2) shares of the Common Stock at a price of $8.25 per share. In
addition, the market price at which the shares of the Company's
Common Stock must trade before the Company may redeem the warrants
has been reduced to $13.13 per share. The Warrants are exercisable
through November 11, 2001.
-12-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant,
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Hertz Technology Group, Inc
/s/ Eli E. Hertz
---------------------------------
Dated: 01/07/00 Eli E. Hertz, Chairman, President
- --------------- And Chief Executive Officer
/s/ Barry J. Goldsammler
---------------------------------
Dated: 01/07/00 Barry J. Goldsammler,
- ---------------- Chief Financial and Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-START> SEP-01-1999
<PERIOD-END> NOV-30-1999
<CASH> 119,105
<SECURITIES> 1,461,969
<RECEIVABLES> 1,109,137
<ALLOWANCES> 96,133
<INVENTORY> 691,528
<CURRENT-ASSETS> 3,477,683
<PP&E> 2,728,323
<DEPRECIATION> 1,045,585
<TOTAL-ASSETS> 5,868,585
<CURRENT-LIABILITIES> 578,825
<BONDS> 873,191
0
0
<COMMON> 2,307
<OTHER-SE> 4,993,087
<TOTAL-LIABILITY-AND-EQUITY> 5,868,585
<SALES> 1,579,448
<TOTAL-REVENUES> 1,579,448
<CGS> 830,142
<TOTAL-COSTS> 830,142
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,912
<INCOME-PRETAX> (93,714)
<INCOME-TAX> 0
<INCOME-CONTINUING> (93,714)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (93,714)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
