<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 Comm. File No. 0-8115
- ------------------------------------------------- ------
PH GROUP, INC.
-----------------------------------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Ohio 31-0737351
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2365 Scioto Harper Drive, Columbus, Ohio 43204
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 279-8877
--------------
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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.
(1) YES X NO (2) YES X NO
--- ------- ------ ------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 1,235,020 common shares, without par
value, outstanding as of September 30, 1997.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 4,021,315 $ 2,224,343 $ 9,388,505 $ 6,093,728
- ---------
Cost of Goods Sold $ 2,711,609 $ 1,614,411 $ 6,415,161 $ 4,486,865
----------- ----------- ----------- -----------
Gross Margin $ 1,309,706 $ 609,932 $ 2,973,344 $ 1,606,863
Selling, General and
Administrative Expense $ 767,173 $ 433,938 $ 2,035,181 $ 1,252,153
----------- ----------- ----------- -----------
Operating Income $ 542,533 $ 175,994 $ 938,163 $ 354,710
----------- ----------- ----------- -----------
Other Income (Expense)
Interest Income $ 609 $ 38 $ 3,214 $ 426
Interest(Expense) $ (76,910) $ (37,279) $ (152,851) $ (114,812)
Oil & Gas Royalties, After Amort. $ 517 $ (1,518) $ (2,204) $ 8,714
Other $ (33,997) $ 17,524 $ (22,882) $ 16,561
----------- ----------- ----------- -----------
Total Other Income (Expense) ($ 109,781) ($ 21,235) ($ 174,723) ($ 89,111)
----------- ----------- ----------- -----------
Income Before Income Taxes $ 432,752 $ 154,759 $ 763,440 $ 265,599
Minority Interest $ 0 $ 0 $ 0 $ 0
Provision for Taxes $ 209,000 $ 30,572 $ 260,000 $ 30,572
----------- ----------- ----------- -----------
NET INCOME $ 223,752 $ 124,187 $ 503,440 $ 235,027
- ----------- =========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF 1,162,186 1,085,820 1,162,186 1,085,820
SHARES OUTSTANDING
Income per Common Share:
Income Before Extraordinary $ 0.19 $ 0.11 $ 0.43 $ 0.22
----------- ----------- ----------- -----------
EARNINGS PER
COMMON SHARE $ 0.19 $ 0.11 $ 0.43 $ 0.22
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30 DEC. 31
ASSETS 1997 1996
- ------ ------------ ------------
<S> <C> <C>
Current Assets
- --------------
Cash $ 8,439 $ 116,449
Accounts Receivable $ 4,745,263 $ 2,135,276
Inventories $ 3,231,938 $ 764,989
Deferred Income Taxes $ 50,200 $ 50,200
Other Current Assets $ 274,362 $ 88,885
------------ ------------
Total Current Assets $ 8,310,202 $ 3,155,799
------------ ------------
Property and Equipment, at cost
Office Equipment $ 539,931 $ 407,656
Manufacturing Equipment $ 1,047,463 $ 956,140
Leasehold Improvements $ 265,564 $ 255,518
Vehicles $ 161,058 $ 132,934
------------ ------------
$ 2,014,016 $ 1,752,248
Less: Accumulated Depreciation & Amortization $ (1,040,628) $ (927,879)
------------ ------------
Net Property and Equipment $ 973,388 $ 824,369
------------ ------------
Other Non-Current Assets
- ------------------------
Inventory, Longterm Portion $ 39,000 $ 39,000
Oil & Gas Royalty Interests, Net of Amort. $ 0 $ 4,004
Land Held for Investment $ 170,170 $ 169,720
Goodwill, net $ 499,884 $ 83,178
Other Noncurrent Assets $ 368,190 $ 102,276
------------ ------------
Total Other Non-Current Assets $ 1,077,244 $ 398,178
------------ ------------
TOTAL ASSETS $ 10,360,834 $ 4,378,346
================ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30 DEC. 31
LIABILITIES 1997 1996
- ----------- ------------ ------------
<S> <C> <C>
Accounts Payable $ 2,518,505 $ 735,530
Bank Line of Credit $ 1,823,049 $ 1,157,849
Current Portion of Long-Term Debt $ 194,020 $ 141,877
Current Portion of Capital Lease Oblig. $ 18,567 $ 16,854
Income Taxes Payable $ 202,191 $ 23,500
Accrued Expenses and Taxes $ 266,924 $ 494,823
Advance Billings $ 2,412,200 $ 249,049
------------ ------------
Total Current Liabilities $ 7,435,456 $ 2,819,482
------------ ------------
Noncurrent Liabilities, all less Current Portions:
Notes Payable to Bank $ 767,030 $ 296,247
Capital Lease Obligations $ 28,792 $ 42,940
Other Long-Term Installment Notes $ 118,415 $ 77,434
Deferred Compensation $ 17,824 $ 6,366
Deferred Income Taxes $ 10,200 $ 10,200
------------ ------------
Total Noncurrent Liabilities $ 942,261 $ 433,187
------------ ------------
Total Liabilities $ 8,377,717 $ 3,252,669
------------ ------------
Redeemable Common Stock $ 312,500 $ 0
------------ ------------
Shareholders' Equity
- --------------------
Common Stock, no par value, authorized,
stated value of $.01; 1,235,020 shares
issued and outstanding $ 12,350 $ 10,878
Additional Paid-In Capital $ 1,279,051 $ 1,239,023
Retained Earnings (Loss), Prior Years $ (124,224) $ (491,936)
Current Year Earnings $ 503,440 $ 367,712
------------ ------------
Total Shareholders' Equity $ 1,670,617 $ 1,125,677
TOTAL LIABILITIES AND EQUITY $ 10,360,834 $ 4,378,346
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 5
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PH GROUP, INC.
CONSOLIDATED CASHFLOW STATEMENT
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
1997 1996
----------- -----------
<S> <C> <C>
Cash Flow From Operating Activities
Net Income $ 503,440 $ 235,027
Adjustments to Reconcile Net Income to Net Cash
Depreciation and Amortization $ 232,139 $ 157,810
Loss (Gain) on Sale of Property and Equipment $ (8,118) $ (16,561)
Changes in Certain Assets and Liabilities
Decrease (Increase) in Accounts Receivable $(2,609,987) $ (639,150)
Decrease (Increase) in Inventory $(2,466,949) $ (574,015)
Decrease (Increase) in Other Current Assets $ (185,477) $ (43,660)
Decrease (Increase) in Other Non Current Assets $ (265,914) $ 12,304
Increase (Decrease) in Accounts Payable $ 1,782,975 $ 347,525
Increase (Decrease) in Income Taxes Payable $ 178,691 $ (5,000)
Increase (Decrease) in Deferred Income Taxes $ 0 $ (2,100)
Increase (Decrease) in Deferred Compensation $ 11,458 $ 0
Increase (Decrease) in Accrued Exp and Taxes $ (227,899) $ (63,719)
Increase (Decrease) in Advanced Billings $ 2,163,151 $ 107,884
----------- -----------
Net Cash Provided By Operating Activities $ (892,490) $ (483,655)
- ----------------------------------------- ----------- -----------
Cash Flows from Investing Activities
Proceeds from Sale of Equipment $ 148,438 $ 14,250
Capital Expenditures for Property and Equipment $ (208,978) $ (78,206)
(Increase) Decrease in Other Long Term Assets $ (412,702) $ 0
(Increase) Decrease in Other Investments $ (450) $ (450)
----------- -----------
Net Cash Used In Investing Activities $ (473,692) $ (64,406)
- ------------------------------------- ----------- -----------
Cash Flows from Financing Activities
Principal Payments of Debt Obligations $ (48,528) $ (67,445)
Change in Line of Credit, net $ 665,200 $ 548,000
Proceeds from Notes Payable $ 600,000 $ 0
Repayment of Advances from Directors $ 0 $ (54,167)
Proceeds from issuance of Common Stock $ 41,500 $ 10,000
----------- -----------
Net Cash Used In Financing Activities $ 1,258,172 $ 436,388
- ------------------------------------- ----------- -----------
Net (Decrease) in Cash $ (108,010) $ (111,673)
Cash, Beginning of Period $ 116,449 $ 122,746
----------- -----------
CASH, END OF PERIOD $ 8,439 $ 11,073
- ------------------- ----------- -----------
PH Group, Inc. paid $ 144,056 in cash for interest expense in 1997 and $106,340 in 1996.
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 6
FINANCIAL INFORMATION
ITEM 1. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Note 1. BASIS OF FINANCIAL PRESENTATION
- ---------------------------------------
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles (GAAP) for interim
financial information and with the instructions to FORM 10-QSB and Item 310(b)
of Regulation SB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
The accounting policies followed by PH Group, Inc. (the Company), are set forth
in Note 2 to the financial statements in the Company's 1996 FORM 10-KSB.
In the opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments which are necessary for a fair presentation
of the financial results. The results of the operations for the nine months
period ended September 30, 1997 are not necessarily indicative of the results to
be expected for the whole year.
Note 2. Inventories
- -------------------
Inventories are valued at the lower of cost (First in, first out basis) or
market. Composition of inventories at September 30, 1997 and December 31, 1996
were as follows.
<TABLE>
<CAPTION>
September 30, 1997 Dec. 31, 1996
-------------------- ---------------
<S> <C> <C>
Raw Materials $ 783,274 $ 307,366
Work In Process 2,448,664 457,623
Finished Goods 0 0
--------------- ---------------
Inventory included
in Current Assets $ 3,231,938 $ 764,989
--------------- ---------------
</TABLE>
The Company has in stock certain items which are not expected to be utilized or
sold currently. Inventory of $39,000 shown on the balance sheet as a long-term
asset represents an estimate of this portion of total raw materials inventory.
<PAGE> 7
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
RESULTS OF OPERATIONS
For the first time in its history, PH Group had quarterly revenues in
excess of $4 million. Third quarter 1997 sales of $4,021,315 pushed total sales
for the year in excess of $9.3 million. Compared to the third quarter in 1996,
sales have increased 54.1 percent. At the end of nine months, 1997 sales of $9.3
million exceed all of 1996 sales of $9.1 million. 1996 was a record sales year
for the company. As a result of sales to date, plus scheduled fourth quarter
shipments, the company is projecting sales in excess of $13 million for the
year.
The rapid increase in shipments is primarily due to growth in sales of
the Trueblood product line. Trueblood, through the first nine months, has
accounted for 47.8 percent of shipments. The company's newly acquired St.
Lawrence product line has contributed 8.6 percent to shipments in five months.
These product lines, plus the PH Hydraulic product line, are providing the
company a number of diverse customers, industries, and machine applications that
are responsible for 1997's sales growth. The expanded product lines enables the
company to meet the needs of diverse industries and the ability to engineer and
manufacture standard and highly specialized machines. Through September 1997,
the company has received $12.3 million in new orders. The backlog of orders for
1998 is also building with $1.8 million in orders scheduled to ship in the first
quarter 1998. Management expects that the economic environment will continue to
increase the demand for the company's products. As the sales volume of the
company continues to grow, management is concerned about the availability of
skilled labor to meet its sales commitments. The company is being proactive in
its search for labor by offering longevity bonuses and the initiation of an
apprenticeship training program.
The company's gross margin as a percent of sales increased to 31.7
percent through the third quarter 1997 as opposed to 26.4 percent through the
same period in 1996. The primary reason for the reduction of cost of goods sold
is a reduction of material costs due to increased volume of orders plus
duplicate press orders, both of which give the company increased purchasing
leverage over its material suppliers. Increased labor efficiencies are primarily
due to better scheduling techniques and the sale of more standard machines which
will reduce labor hours, also contributing to the improvements in gross profit.
Gross profit at the end of nine months 1997 is $2.9 million as opposed
to $1.6 million for the same period in 1996.
Salary, General and Administrative expense decreased to 21.7 percent
of sales through the third quarter 1997 from 23.6 percent through the second
quarter of the year. In 1996, SG&A as a percent of sales was 20.5 percent for
nine months. The company's growth has necessitated an increase in salaried
personnel in the purchasing, accounting, and engineering staff. As sales
volume increases, the growth of salaries, taxes, and benefits will decline
to a smaller percentage of sales by the end of the year. Sales for the first
three quarters have increased 54 percent over the same period in 1996. In
addition to salaries, other SG&A expenses that increased significantly in the
third quarter 1997 over the same period in 1996 are advertising and promotion
which is up $127 thousand, professional fees have increased by $152 thousand,
interest expense has gone up $40 thousand, and non-cash expenses are up $51
thousand. It is management's goal to decrease SG&A expenses as a percent of
sales to 20.5 percent by the end of the year. The acquisition of the St.
Lawrence product line added $53 thousand to non-cash costs in SG&A.
Operating income increased to $938 thousand or 10 percent of sales in
the third quarter 1997 as opposed to $355 thousand or 5.8 percent of sales in
1996 through the same period. Interest expense is $153 thousand for the first
nine months in 1997 as opposed to $115 thousand for the same period in 1996.
Increased sales financed by the company's line of credit and the debt to acquire
St. Lawrence are the reasons for the 33 percent increase in interest expense
through the third quarter.
<PAGE> 8
The company's increased profitability over the past two and one half
years has exhausted all net operating loss that it generated by 1994's
substantial loss. Consequently, through nine months in 1997 it has expensed $260
thousand for federal, state, and local taxes. Through the first nine months in
1996 the company had only expensed $31 thousand.
As a result of a 54 percent increase in sales through the first nine
months in 1997 and improved gross profit margin the company has generated
earnings of $503 thousand or 5.4 percent of sales. Through nine months in 1996
the profit was $235 thousand or 3.9 percent of sales. Management believes that
the fourth quarter will add to the company's profit.
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 3. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On July 21, 1997, the Company issued 6,000 shares of its common
stock (in the aggregate) to two of its employees in connection
with the St. Lawrence acquisition. The Company relied on Section
4(2) of the Securities Act of 1933 in order to exempt the
issuance of the stock from registration.
On August 2, 1997, the Company issued an option to purchase 1,000
shares of its common stock to its Company Secretary. The exercise
price is $2.62 per share and is exercisable immediately as to all
1,000 shares. The option expires on August 2, 2002. The Company
relied on Section 4(2) of the Securities Act of 1933 in order to
exempt the issuance of the option from registration.
On September 5, 1997, the Company issued 1,000 shares of its
common stock upon exercise of an option by one of its directors
to purchase the stock at $1.50 per share. The Company relied on
Section 4(2) of the Securities Act of 1933 in order to exempt the
issuance of the shares from registration.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Exhibits
(3.1) Articles of Incorporation. See Amended and Restated
Articles of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-QSB for
the quarterly period ended March 31, 1997); Commission File No.
0-8115 (the "1st Quarter 10-QSB").
(3.2) By-Laws. See Amended and Restated Code of Regulations
of the Company (incorporated by reference to Exhibit 3.2 to the
1st Quarter 10-QSB).
(4) Instruments Defining the Rights of Security-Holders,
Including Indentures
(4.1) See Articles III, IV, V and VI of the Amended and
Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
1st Quarter 10-QSB).
(4.2) See Article I, Sections 1(F), 2, and 3 of Article
II, Article IV, and Sections 1 and 3 of Article V
of the Amended and Restated Code of Regulations of
the Company (incorporated by reference to Exhibit
3.2 to the 1st Quarter 10-QSB).
(27) Financial Data Schedule
27.1 Financial Data Schedule (submitted electronically
for SEC information only).
<PAGE> 10
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE ACT, THE REGISTRANT HAS
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.
PH GROUP, INC,
AN OHIO CORPORATION
DATE: NOVEMBER 7, 1997 BY: \s\ CHARLES T. SHERMAN
---------------------- ----------------------
CHARLES T. SHERMAN
PRESIDENT
<PAGE> 11
EXHIBIT INDEX
Exhibit Number Description Page #
- -------------- ----------- ------
27 Financial Data Schedule filed electronically
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 8,439
<SECURITIES> 0
<RECEIVABLES> 4,745,263
<ALLOWANCES> 0
<INVENTORY> 3,231,938
<CURRENT-ASSETS> 8,310,202
<PP&E> 2,014,016
<DEPRECIATION> (1,040,628)
<TOTAL-ASSETS> 10,360,834
<CURRENT-LIABILITIES> 7,435,456
<BONDS> 914,237
0
0
<COMMON> 12,350
<OTHER-SE> 1,658,267
<TOTAL-LIABILITY-AND-EQUITY> 10,360,834
<SALES> 9,388,505
<TOTAL-REVENUES> 9,388,505
<CGS> 6,415,161
<TOTAL-COSTS> 6,415,161
<OTHER-EXPENSES> 25,086
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 152,851
<INCOME-PRETAX> 763,440
<INCOME-TAX> 260,000
<INCOME-CONTINUING> 503,440
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 503,440
<EPS-PRIMARY> .43
<EPS-DILUTED> .43
</TABLE>
